SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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 ss. 240.14a-11(c) or ss. 240.14a-12
INDUSTRIAL DATA SYSTEMS CORPORATION
(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:
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
INDUSTRIAL DATA SYSTEMS CORPORATION
June 6, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders ("Annual Meeting") of Industrial Data Systems Corporation to be
held at 2:00 p.m. on Friday, June 20, 1997, at the corporate offices of the
Company, 600 Century Plaza Drive, Building 140, Houston, Texas 77073-6013.
At the Annual Meeting, the shareholders will be asked to elect five
directors. The Notice of 1997 Annual Meeting of Shareholders and the Proxy
Statement on the following pages describe the nominees for election to our Board
of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU CAST YOUR VOTE IN
FAVOR OF EACH OF THE NOMINATED DIRECTORS.
Whether or not you plan to attend the Annual Meeting, we hope that you
will have your stock represented by marking, signing, dating, and returning your
proxy card in the enclosed envelope as soon as possible. Your stock will be
voted in accordance with the instructions you have given in your proxy card. You
may, of course, attend the Annual Meeting and vote in person even if you have
previously returned your proxy card.
We look forward to your attendance at the meeting.
Sincerely,
William A. Coskey
President and Chief Executive Officer
IMPORTANT
A proxy card is enclosed herewith. All shareholders are urged to complete
and mail the proxy card promptly. The enclosed envelope for return of the proxy
card requires no postage. Any shareholder attending the Annual Meeting may
personally vote on all matters that are considered, in which event the signed
proxy will be revoked.
<PAGE>
INDUSTRIAL DATA SYSTEMS CORPORATION
600 CENTURY PLAZA DRIVE
BUILDING 140
HOUSTON, TEXAS 77073-6013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 20, 1997
----------------------------------------------------------------
To the Shareholders of
Industrial Data Systems Corporation
Notice is hereby given that the 1997 Annual Meeting of Shareholders
("Annual Meeting") of Industrial Data Systems Corporation, a Nevada corporation,
(the "Company) will be held in the corporate offices of Company, at 600 Century
Plaza Drive, Houston, Texas 77073-6013 on June 20, 1997, at 2:00 p.m., Central
Standard Time, for the following purposes:
1. To elect five directors to the Board of Directors of the Company to
serve until the next Annual Meeting of Shareholders or until their respective
successors are elected and qualified. The nominees for director are William A.
Coskey, P.E., Hulda L. Coskey, David W. Gent, P.E., Rex S. Zerger, and Alan W.
Harvey.
2. To approve and ratify the appointment of Hein + Associates LLP as the
Company's independent auditors.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
A record of shareholders has been taken as of the close of business on
April 22, 1997, and only those shareholders of record on that date will be
entitled to notice of and to vote at the meeting. A shareholder's list will be
available at the offices of the Company commencing June 10, 1997 and may be
inspected during the normal business hours prior to the annual meeting.
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON, BUT
EVEN IF YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE REQUESTED TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN
THE POSTAGE-PAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION. YOUR PROXY MAY
BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY SIGNING AND RETURNING A LATER-DATED
PROXY WITH RESPECT TO THE SAME SHARES, BY FILING WITH THE SECRETARY OF
INDUSTRIAL DATA SYSTEMS CORPORATION A WRITTEN REVOCATION BEARING A LATER DATE OR
BY ATTENDING AND VOTING IN PERSON AT THE ANNUAL MEETING. SHAREHOLDERS ATTENDING
THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF THEY HAVE PREVIOUSLY SENT IN A
PROXY CARD.
By Order of the Board of Directors,
Hulda L. Coskey
SECRETARY
Houston, Texas
Date: June 6, 1997
<PAGE>
INDUSTRIAL DATA SYSTEMS CORPORATION
600 CENTURY PLAZA DRIVE, BUILDING 140
HOUSTON, TEXAS 77073-6013
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, JUNE 20, 1997
-------------------------
PROXY STATEMENT
-------------------------
This Proxy Statement and accompanying Proxy are being furnished in
connection with the solicitation by the Board of Directors of Industrial Data
Systems Corporation ("IDDS" or the "Company") of proxies to be voted at the
Annual Meeting of Shareholders of the Company to be held on Friday, June 20,
1997 at 2:00 p.m. at the principal executive offices of the Company, 600 Century
Plaza Drive, building 140, Houston, Texas 77073, and at any adjournment or
postponement thereof "the "Annual Meeting"), for the purposes set forth in this
Proxy Statement and the accompanying Notice of Annual Meeting. This Proxy
Statement and accompanying Proxy are being mailed to shareholders on or about
June 9, 1997, to shareholders of record on April 22, 1997.
SHAREHOLDERS ARE URGED, WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL
MEETING, TO COMPLETE, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE
ENCLOSED ENVELOPE. Your executed Proxy may be revoked at any time before it is
exercised by filing with the Secretary of the Company, at the Company's
principal executive offices, a written notice of revocation or a duly executed
Proxy bearing a later date. The execution of the enclosed Proxy will not affect
your right to vote in person, should you find it convenient to attend the
Meeting and desire to vote in person. Attendance at the Annual Meeting will not
in and of itself constitute the revocation of a Proxy.
The purpose of the Annual Meeting is to elect five (5) directors to serve
one-year terms until the next Annual Meeting, and until their respective
successors shall be elected and qualified; and considering and acting upon the
ratification of the Company's independent auditors.
The Company intends to solicit proxies principally by the use of the mails
and will bear all expenses in connection with such solicitations. In addition,
some of the directors, officers and regular employees of the Company may,
without extra compensation, solicit proxies by telephone, telegraph and personal
interview. Arrangements have been made with banks, brokerage houses and other
custodians and nominees to forward copies of the Proxy Statement and the
Company's Annual Report for the fiscal year ended December 31, 1996, to persons
for whom they hold stock of the Company and to request authority for the
execution of proxies. The Company will reimburse the foregoing persons for their
reasonable expenses, upon request.
VOTING SECURITIES
On April 22, 1997, the Record Date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting, 12,723,718 shares of
the Company's Common Stock ("Common Stock") were outstanding. Shareholders are
entitled to one vote per share on all matters to be considered at the Meeting.
In accordance with Nevada General Corporation law, shareholders are entitled to
cumulative voting. Under cumulative voting, each shareholder is entitled to vote
as many votes as are equal to the number of shares owned multiplied by the
number of directors to be elected.
In accordance with the Company's Articles of Incorporation, a majority of
the shares entitled to vote, represented in person or by proxy shall constitute
a quorum at a meeting of shareholders. Any action to be taken by shareholders of
the corporation at the Annual Meeting, requires the vote or concurrence of the
holders of a majority of the outstanding shares, entitled to vote thereon.
Except as otherwise specified by law, if a quorum is present, the affirmative
vote of a majority of the
<PAGE>
shares represented in person or by proxy at the meeting and entitled to vote on
the subject matter shall be the act of the shareholders.
If a quorum is present, directors are elected by a plurality of the votes
cast by the shares entitled to vote. Votes will be counted as being represented
at the Meeting for quorum purposes but will not have an effect on the vote.
The shareholders shall also vote on to ratify the selection of Independent
Auditors. As to any other business which may properly come before the Annual
Meeting, the proxy holders will vote in accordance with their best judgment.
Management of the Company does not presently know of any other such business.
The shares represented by an executed proxy (I) will be voted for the
election of directors, or withheld if so specified, and to approve and ratify
the selection of Independent Auditors. If no specification is made in said
proxy, the proxy will be voted "FOR" the nominees listed herein, and "FOR" the
selection and ratification of Hein + Associates, LLP, Certified Public
Accountants.
ELECTION OF DIRECTORS
At the meeting, five directors are to be elected, each director to hold
office until the next Annual Meeting of Shareholders or until his successor is
elected and qualified. The persons named in the accompanying proxy have been
designated by the Board of Directors and, unless authority is withheld, they
intend to vote for the election of the nominees named below to the Board of
Directors. If any nominee should become unavailable for election, the proxy may
be voted for a substitute nominee selected by the persons named in the proxy, or
the board may be reduced accordingly; however, the Board of Directors is not
aware of any circumstances likely to render any nominee unavailable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION OF EACH NOMINEE
FOR DIRECTOR.
INFORMATION REGARDING DIRECTORS AND NOMINEES
The Board of Directors of the Company presently consists of 5 members.
Five Directors are to be elected at the Meeting, each for a term expiring at the
next Annual Meeting.
The following table and the notes thereto state the names of all the
persons proposed to be nominated for election as Directors. Also disclosed are
their ages, all positions and offices with the Company now held by them, their
principal occupations or employment within at least the five preceding years and
the dates upon which they became Directors of the Company.
NAME AGE DIRECTOR POSITION HELD
SINCE
- ------------------------------ ---- ---- ---------------------------------
William A. Coskey, P.E. (1) .. 44 1985 Chairman of the Board, Chief
Executive Officer and President
Hulda L. Coskey (1) .......... 42 1985 Chief Financial Officer, Vice
President - Finance, Secretary,
Director
David W. Gent, P.E. (2) ...... 44 1994 Director
Rex S. Zerger ................ 60 1996 Vice President - Sales &
Marketing, Director
Alan W. Harvey (2) ........... 37 1997 Director
- ----------
(1) William A. Coskey and Hulda L. Coskey are husband and wife.
(2) Member of Audit Committee
WILLIAM A. COSKEY is the founder of the Company and has served as Chairman
of the Board, Chief Executive Officer and President since the Company's
formation in September 1985. Prior to founding the Company, Mr. Coskey served as
Manager of Corporate Development for Keystone International, Inc., a public
company listed on the New York Stock Exchange, and was responsible for all
acquisition and
2
<PAGE>
merger activities of Keystone International, Inc. during the period 1984 to
1985. Mr. Coskey had formerly held the position of President of Syntech
Associates, Inc., an engineering services company located in Houston, Texas for
the period 1979 to 1984. Mr. Coskey, an Honors Graduate, received a B.S. in
Electrical Engineering from Texas A&M University in 1975. He is a Registered
Professional Engineer, and is also a member of the Instrument Society of
America. William A. Coskey is the spouse of Hulda L. Coskey.
HULDA L. COSKEY has served as Chief Financial Officer of the Company since
June 1994. Prior to that time, and since 1985, Mrs. Coskey has held the
positions of Vice President and Secretary/Treasurer of Industrial Data Systems,
Inc., a Texas corporation. Her primary responsibilities are to develop and
initiate procedures for daily operations of the company and to oversee those
operations, including but not limited to all accounting, finance and personnel
functions. Prior to joining the Company, she served the banking industry in the
Houston area both as a Loan Review Officer, and as a Credit Officer. Mrs. Coskey
majored in Accounting at the University of Houston. Mrs. Coskey serves as a
Committee Member on several Willis ISD educational planning committees. Hulda L.
Coskey is the spouse of William A. Coskey.
DAVID W. GENT, P.E. has served as a director of the Company since June
1994 and is a member of the Audit Committee. Mr. Gent has held the position of
Director of International Engineering and Chief Information Officer of Bray
International, Inc., located in Houston, Texas, with the responsibility of
overseeing several departments that include Engineering, Information Services,
Quality Control and Purchasing, since September 1991. Prior to that time, Mr.
Gent founded and served as President of SofTest Designs Corporation, a privately
held electronic test equipment company for the period 1986 to 1991. He still
serves as a Director of SofTest Designs Corporation. Mr. Gent, an Honors
Graduate, received a B.S. in Electrical Engineering from Texas A&M University in
1975 and an MBA from Houston Baptist University. He is a Registered Professional
Engineer, and a Senior member of the Instrument Society of America.
REX S. ZERGER has served as Vice President - Sales and Marketing for the
Industrial Products Division since June 1, 1996. Mr. Zerger was appointed as a
Director on December 15, 1996. For more than the past ten years, Mr. Zerger held
various management positions with Texas Microsystems, including Senior Vice
President - Sales and Marketing and Senior Vice President - Mobile Products
Group. His responsibilities included the establishment of domestic and
international sales channels. Most recently, Mr. Zerger was responsible for the
establishment of the Mobile Products Group of Texas Microsystems which developed
the hand held, rugged PC branded "Hardbody". He was also responsible for the
formation of Texas Micro Express, a direct marketing channel. Mr. Zerger
received a B.S. in Mechanical Engineering from the University of Southwest
Louisiana in 1960.
ALAN W. HARVEY has served as a director since February 14, 1997. Mr.
Harvey has served as Chairman of the Board, President and Chief Executive
Officer of Synaptix Systems Corporation since December, 1996. Prior to December,
1996, Mr. Harvey held the position of Vice President of Development of Synaptix
Systems Corporation, a provider of management consulting services with an
emphasis in the marketing and development of Oracle products. From 1992 to 1993,
Mr. Harvey held the position of Oil & Gas Practice Director at Oracle
Corporation, and was responsible for comprehensive consulting and vertical
software integration services, as well as the creation and development of
Oracle's Environmental Information System. From 1991 to 1992, Mr. Harvey served
as Director of MIS at Exlog, Inc., a subsidiary of Baker Hughes, and was
responsible for the implementation of an MIS strategic plan to implement Oracle
Financials worldwide.
DIRECTOR'S COMPENSATION
Employee directors of the Company do not receive any additional
compensation for their services as a member of the Board of Directors of the
Company. Independent directors do not receive any compensation for each board
meeting attended, nor do they receive compensation for each committee meeting
attended. The Company does not pay out-of-pocket expenses incurred by
independent directors to attend board and committee meetings.
3
<PAGE>
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During 1996, there were five meetings of the Board of Directors. All
directors were present at all of the meetings of the Board of Directors. The
Board of Directors has established a standing Audit Committee. The Board does
not have an Executive Committee, a Nominating Committee, or a Compensation
Committee. Compensation for the past several years for the Company's executive
officers and employees has been determined by the President and Chief Executive
Officer.
AUDIT COMMITTEE. The Audit Committee receives and considers financial
reports of the independent auditors and approves the consolidated financial
statements of the Company. The members of this Committee are Messrs. David W.
Gent and Alan W. Harvey, both of whom are Independent Directors.
BENEFICIAL OWNERSHIP OF SHARES
The Directors and officers of the Company are not aware of any person or
company that beneficially owns, directly or indirectly, or exercises control or
direction over, shares carrying more than five percent (5%) of the voting rights
attached to the Common shares of the Company as at the close of business on
April 22, 1997 other than:
NAME AND ADDRESS OF AMOUNT AND NATURE OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------- ---------------- -------------------- ----------------
Common William A. Coskey, P.E. (1) 4,759,800 37.41%
600 Century Plaza Drive,
Building 140
Houston, Texas 77073-6013
Common Hulda L. Coskey (2) 4,750,000 37.33%
600 Century Plaza Drive,
Building 140
Houston, Texas 77073-6013
All executive officers and directors as a group 9,509,800 74.74%
- ------------------------------------------
(1) William A. Coskey is the beneficial owner of 4,759,800 shares of the
Company's Common Stock. Included in this amount is 9,800 shares of the
Company's Common Stock that are held in the name William A. Coskey, as
Custodian for minor children.
(2) Hulda L. Coskey is the beneficial owner of 4,750,000 shares of the
Company's Common Stock.
EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth information concerning compensation
for services in all capacities awarded to, earned by, or paid to, the Company's
Chief Executive Officer and the most highly compensated executive officer of the
Company whose aggregate cash compensation exceeded $100,000 (the "Named
Executive Officers") during the years ended December 31, 1994, 1995, and 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- ----------------------------------- ---- -------- ---------- ------------ ------------
($) ($) ($) ($)
<S> <C> <C> <C> <C> <C>
William A. Coskey, P.E., Chief .... 1996 72,000 -- -- --
Executive Officer and President ... 1995 72,000 103,305(1) -- --
1994 51,000 -- -- --
</TABLE>
(1) At December 31, 1995 investments in real estate limited partnerships were
assigned to William A. and Hulda L. Coskey. The transaction was recorded
on the Company's books at a value of $103,305, and was in lieu of cash
compensation during 1995.
4
<PAGE>
EMPLOYMENT AGREEMENTS
The Company has not entered into any employment agreements with any of its
executive officers or employees.
401(K) PLAN
On January 1, 1993, the Company adopted a Section 401(k) Profit Sharing
Plan and Trust (the "Plan"). The Plan is intended to qualify for tax exemption
under Section 401(k) of the Code and is subject to the Employee Retirement
Income Security Act of 1974. The Plan is administered by management of the
Company and all of the Company's employees are allowed to participate, who, as
of the enrollment eligibility dates under the Plan, have completed at least 90
days of service with the Company and have elected to participate in the Plan.
Employees may contribute up to 15% of their annual compensation, which is
matched by the Company under a defined formula. In addition, the Company may
make discretionary contributions to the Plan, for the benefit of all
participants, at the election of the Board of Directors. Employee contributions
are fully vested at all times and contributions by the Company vest on a
schedule of 25% per year over a four-year period, commencing with the second
year of employment.
KEY MAN INSURANCE
William A. Coskey is a key employee of the Company and the loss of Mr.
Coskey could adversely affect the Company's business. The Company maintains, and
is the beneficiary of, a life insurance policy on the life of Mr. Coskey. The
face amount of such policy is $600,000. The continuance of such policy is at the
discretion of the Board of Directors and may or may not continue in the future.
CERTAIN TRANSACTIONS
The Board of Directors has adopted a policy requiring that all
transactions between the Company and its officers, directors, principal
shareholders and their affiliates be on terms no less favorable to the Company
than could be obtained from unrelated third parties and that any such
transactions be approved by a majority of the disinterested members of the
Company's board.
CERTAIN RELATED BUSINESS TRANSACTIONS
On December 31, 1995, the Company entered into an agreement with William
A. Coskey to purchase real estate and other investment assets valued at
$103,305, which were held by the Company and exchanged at fair book value. These
assets consisted of two real estate limited partnerships for the development of
commercial property located in Houston, Texas with a combined book value of
approximately $94,000; 5,000 shares of common stock of Entron Computer
Corporation, a privately held company, which represented a value of $5,000; and
a life insurance policy held in the name of William A. Coskey. The decision to
sell these assets was based upon Management's belief that these assets made no
material contribution to the Company. The Company's records reflect a total
value of $103,305 for the assets that were purchased. During the time that it
held these interests, the Company did not receive any cash consideration as a
participant in these investments. These assets were exchanged in lieu of cash
compensation to William A. Coskey.
LOANS
William A. Coskey was indebted to the Company for an unsecured promissory
note in the amount of $50,000, the funds of which were used for investment
purposes. The note is due on demand and bears interest at a rate of 9% per
annum. Interest on the note is due annually. The balance outstanding at December
31, 1996 was $50,000.
The Company did not make any other loans to any of its directors,
executive officer or employees in 1996.
5
<PAGE>
ACQUISITION OF THERMAIRE, INC. DBA THERMAL CORPORATION
In February 1997, the Company acquired Thermaire, Inc. dba Thermal
Corporation (Thermal) in a stock purchase. The Company paid $600,000, consisting
of $212,563 in cash and 193,719 shares of the Company's common stock, which may
be put back to the Company for $2 per share at the option of the holder.
Additionally, the Company purchased the facilities that Thermal had been leasing
from an affiliate for $500,000. The Company obtained bank financing totaling
$450,000 related to the acquisition of these facilities. Previously, in 1995,
the Company had issued 600,000 shares of its common stock to Thermal on a
contingent basis. These shares were held in an escrow account pending completion
of the acquisition, at which time these shares were released from escrow and
canceled. The aforementioned 193,719 shares were issued under revised terms of
the purchase agreement.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors, executive officers and 10% beneficial owners ("insiders")
to file with the United States Securities and Exchange Commission reports of
ownership and change in ownership of equity securities of the Company. Based
solely on its review of such reports, or written representations from certain
insiders that all required reports were filed, the Company believes that during
the year ended December 31, 1996, the company's Directors and officers (5
persons total) complied with all filing requirements of Section 16.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation provide that, to the fullest
extent permitted under Nevada corporation law, the Company will indemnify any
officer or director who is, was, or is threatened to be made a party to any
proceeding because he or she (1) is or was a director or officer, or (2) while a
director or officer, at the Company's request, was serving as a director,
officer, partner, venturer, proprietor, trustee, employee or agent of another
entity.
The Company's Articles of Incorporation also provide that a director of
the Company shall not be personally liable to the Company or its shareholders
for monetary damages from breaches of fiduciary duties, except for liability (i)
for any breach of the duty of loyalty to the Company or its shareholders; (ii)
for acts or omissions not in good faith or in knowing violation of the law; or
(iii) for any transaction from which a director or officer has derived an
improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
APPOINTMENT OF AUDITORS
The Board of Directors recommends, and unless otherwise directed the
designated persons named in the enclosed form of proxy will vote for, the
appointment of Hein + Associates LLP, 5075 Westheimer, Suite 970, Houston, Texas
77056, as auditors of the Company to hold office until the next Annual Meeting
of Shareholders and to authorize the Directors to fix the remuneration of the
auditors so appointed. Hein + Associates LLP has been the Company's auditors
since 1994.
6
<PAGE>
OTHER MATTERS
To the best of the knowledge, information and belief of the Directors,
there are no other matters which are to be acted upon at the Annual Meeting. If
such matters arise, the form of proxy provides that discretionary authority is
conferred on the designated persons in the enclosed form of proxy to vote with
respect to such matters.
APPROVAL OF THE BOARD OF DIRECTORS
The contents of the Proxy Statement have been approved and the mailing
thereof to the Shareholders of the Company has been authorized by the Board of
Directors of the Company.
ANNUAL REPORT
A copy of the Company's 1996 Annual Report is being mailed with this Proxy
Statement to each shareholder of record. Shareholders not receiving a copy of
the Annual Report may obtain one without charge by contacting Hulda L. Coskey,
CFO, 600 Century Plaza Drive, Building 140, Houston, Texas 77073-6013, (281)
821-3200, or by email at [email protected].
DATED at Houston, Texas, the 9th day of June, 1997.
By Order of the Board of Directors,
Hulda L. Coskey
Secretary
7
<PAGE>
FRONT SIDE OF PROXY
INDUSTRIAL DATA SYSTEMS CORPORATION (IDDS)
THE BOARD OF DIRECTORS SOLICITS THIS PROXY FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 20, 1997
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Industrial Data Systems Corporation (the
"Company") hereby appoints William A. Coskey, Hulda L. Coskey and/or any of
them, attorneys and proxies of the undersigned, each with full power of
substitution to vote on behalf of the undersigned at the Annual Meeting of
Stockholders of Industrial Data Systems Corporation to be held at the corporate
offices located at 600 Century Plaza Drive, Building 140, Houston, Texas
77073-6013, Friday, June 20, 1997, at 2:00 p.m. Central Standard Time, and at
any adjournments of said meeting, all of the shares of common stock in the name
of the undersigned or which the undersigned may be entitled to vote.
1. [ ] FOR the election (except as [ ] WITHHOLD AUTHORITY to vote on all
indicated below) as directors of nominees for directors listed.
William A. Coskey, P.E., Hulda L.
Coskey, David W. Gent, P.E., Rex S.
Zerger, and Alan W. Harvey
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW:
---------------------------------------------------------------------
2. For the appointment of Hein and Associates, LLP as the Company's independent
auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(PLEASE SIGN ON OTHER SIDE)
<PAGE>
BACK SIDE OF PROXY
(CONTINUED FROM FRONT)
3. In their discretion, upon such other matters as may properly come before the
meeting; hereby revoking any proxy or proxies heretofore given by the
undersigned.
The board of directors recommends a vote FOR the nominees named above and if
no specification is made, the shares will be voted for such nominees.
The undersigned hereby acknowledges receipt of the Notice of Annual
Stockholders Meeting and the Proxy Statement furnished herewith.
DATED: _______________________ , 1997
______________________________________
Stockholder's Signature
______________________________________
Stockholder's Signature
SIGNATURE SHOULD AGREE WITH NAME
PRINTED HEREON. IF STOCK IS HELD IN
THE NAME OF MORE THAN ONE PERSON, EACH
JOINT OWNER SHOULD SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES, GUARDIANS,
AND ATTORNEYS SHOULD INDICATE THE
CAPACITY IN WHICH THEY SIGN. PERSONS
ACTING PURSUANT TO POWER OF ATTORNEY
SHOULD SUBMIT POWERS OF ATTORNEY.
PLEASE SIGN AND RETURN IN THE ENCLOSED SELF ADDRESSED, STAMPED ENVELOPE
