<PAGE>
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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
_____________________________________________________________________
Mizar, Inc.
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________________
Charles D. Brockenbush
(Name of Person Filing Proxy Statement)
Payment of Filing Fee:
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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:
__/ Set forth the amount on which the filing fee is calculated and
state how it was determined.
[ ] 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>
MIZAR, INC.
2410 Luna Road
Carrollton, Texas 75006
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 14, 1996
To the holders of common stock of
Mizar, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Mizar,
Inc. (the "Company") will be held at the Hyatt Regency DFW, D/FW Airport, Texas,
on November 14, 1996 at 10:00 a.m., local time, for the following purposes:
(a) To elect five directors of the Company; and
(b) To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on September 27, 1996,
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof.
Whether or not you plan to attend the Annual Meeting and regardless of the
number of shares you own, please date, sign and return the enclosed proxy card
in the enclosed envelope (which requires no postage if mailed in the United
States).
By Order of the Board of Directors
John L. Rynearson
Secretary
Carrollton, Texas
October 8, 1996
<PAGE>
MIZAR, INC.
2410 Luna Road
Carrollton, Texas 75006
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 14, 1996
This Proxy Statement is furnished to stockholders of Mizar, Inc., a Delaware
corporation (the "Company" or "Mizar"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders to be held on November 14, 1996, and at any and all adjournments
or postponements thereof. Proxies in the form enclosed will be voted at the
meeting, if properly executed, returned to the Company prior to the meeting and
not revoked. The proxy may be revoked at any time before it is voted by giving
written notice to the Secretary of the Company.
This Proxy Statement and accompanying form of proxy are being mailed to the
Company's stockholders on or about October 8, 1996. The Company's Annual Report,
covering the Company's fiscal year ended June 30, 1996, is enclosed herewith but
does not form any part of the materials for solicitation of proxies.
ACTION TO BE TAKEN AT THE MEETING
Only holders of record of common stock at the close of business on September
27, 1996, (the "Record Date") are entitled to notice of, and to vote at, the
Annual Meeting. At the close of business on the Record Date, the Company had
outstanding, and entitled to vote at the Annual Meeting, approximately 4,972,188
shares of common stock. The presence, either in person or by properly executed
proxy, of the holders of record of a majority of the common stock outstanding on
the Record Date is necessary to constitute a quorum at the Annual Meeting.
At the Annual Meeting, holders of the Company's common stock will consider
and vote for the election as directors of the Company David H. Irwin, Douglas E.
Johnson, John L. Rynearson, Robert G. Smith and Samuel K. Smith. Should any
nominee become unable or unwilling to accept nomination or election, the proxy
holders may vote the proxies for the election in his stead of any other person
the Board of Directors may recommend. Each nominee has expressed his intention
to serve the entire term for which election is sought.
Holders of record of common stock are entitled to one vote per share. The
election as a director of each nominee requires the affirmative vote of the
holders of record of a plurality of the outstanding voting power of the shares
of common stock represented, in person or by proxy, at the Annual Meeting.
<PAGE>
The accompanying proxy, unless the stockholder otherwise specifies in the
proxy, will be voted (i) for the election as directors of the Company of the
five nominees set forth above and (ii) at the discretion of the proxy holders on
any other matter that may properly come before the meeting or any adjournment
thereof. Where stockholders have appropriately specified how their proxies are
to be voted, they will be voted accordingly. Abstentions will be included in
vote totals and, as such, will have the same effect on any proposal other than
the election of directors as a negative vote. Broker non-votes will not count
for or against the matters to be voted on at the Annual Meeting.
If any other matter or business is brought before the meeting, the proxy
holders may vote the proxies in their discretion. The directors do not know of
any such other matter or business.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of September 27, 1996 for (i) each
person who is known by the Company to own beneficially more than 5% of the
outstanding shares of common stock, (ii) each director of the Company, (iii)
each of the named executive officers, and (iv) all of the directors and officers
of the Company as a group. Except pursuant to applicable community property
laws and except as otherwise indicated, each stockholder identified in the table
possesses sole voting and investment power with respect to its or his shares.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED (1)
-----------------------------
NAME NUMBER PERCENT
---- ------ -------
DIRECTORS AND EXECUTIVE OFFICERS:
<S> <C> <C>
David H. Irwin(2) 565,352 10.8%
John L. Rynearson(3) 393,000 7.8
John L. Marshall(4) 336,980 6.7
Douglas E. Johnson(5) 227,511 4.5
Charles F. Jones 85,000 1.7
Robert G. Smith 42,500 *
Samuel K. Smith 42,500 *
All directors and officers as a group 1,695,843 31.2
(10 individuals)
MORE THAN 5% STOCKHOLDERS:
Heartland Advisors, Inc.(6) 619,500 12.5
Kennedy Capital Management, Inc.(7) 270,000 5.4
</TABLE>
2
<PAGE>
* Less than one percent.
(1) Includes shares issuable upon exercise of stock options which were vested
prior to November 26, 1996.
(2) Includes 68,000 shares owned by trusts for the benefit of Mr. Irwin's
children. Mr. Irwin disclaims beneficial ownership of such shares. Mr.
Irwin's address is 2410 Luna Road, Carrollton, Texas 75006.
(3) Mr. Rynearson's address is 6221 E. Pershing Avenue, Scottsdale, Arizona
85254.
(4) Mr. Marshall's address is 2410 Luna Road, Carrollton, Texas 75006.
(5) Includes 185,000 shares owned by Mr. Johnson's wife. Mr. Johnson disclaims
beneficial ownership of these shares. Mr. Johnson's address is 6331 Cypress
Drive, Excelsior, Minnesota 55331.
(6) Based on information contained in Schedule 13G dated as of August 9, 1996.
The shares of common stock indicated are held in investment advisory
accounts. As a result, various persons have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the securities. The address of Heartland Advisors, Inc. is 790 North
Milwaukee Street, Milwaukee, Wisconsin 53202.
(7) Based on information obtained from Kennedy Capital Management, Inc. The
address of Kennedy Capital Management, Inc. is 425 North New Ballas Road,
St. Louis, Missouri 63141.
ELECTION OF DIRECTORS
A brief description of each director of the Company is provided below.
Directors hold office until the next annual meeting of the stockholders or until
their successors are elected and qualified.
David H. Irwin, 48, has served in various capacities at Mizar since 1991.
Mr. Irwin has in excess of 25 years of sales, marketing and general management
experience with several technology companies. As the President of Bridge
Management, Inc., a management consulting firm, he served as the interim
President and Chief Executive Officer of the Company from June to October 1991
in order to initiate the board of directors' strategic plan to reposition the
Company. He continued to serve as a director of the Company until 1993,
whereupon he resumed the additional duties of interim President and Chief
Executive Officer initially through Bridge Management, Inc. and subsequently as
a principal of Excelsior Investment Group, Ltd., a management consulting and
private merchant banking firm. Effective May 1994, Mr. Irwin ceased his
consulting practice and became a full time employee of the Company. Prior to his
association with the Company, Mr. Irwin served as President and a principal
shareholder of Elanco Inc., a manufacturing company. Mr. Irwin's prior
experience includes management positions with ADC Telecommunications, Inc.,
Graco, Inc. and Cytrol, Inc.
Douglas E. Johnson, 52, a director since 1990, is the Chairman and Chief
Executive Officer of Silicon Biology, Inc., a privately held high-technology
software and services company. He has been associated with Silicon Biology
since October 1995. From January to September 1995 he was managing director of
Headwaters Capital Corporation, an investment management firm. From 1990 to
1994, he provided management consulting and merchant banking services to
privately owned companies, including since 1993 as a principal of Excelsior
Investment Group, Ltd.
3
<PAGE>
John L. Rynearson, 49, a director since 1982, co-founded Mizar in 1982 and
held a variety of technical and managerial positions with Mizar until 1991. He
has served as the Technical Director of VITA (VME International Trade
Association) since 1993. From 1992 to 1993, he served as President of Rystar,
Inc., a VME training company. From 1991 to 1992, he held management positions
with CIM, Inc. and Concurrent Knowledge Systems, Inc., which are in the computer
industry.
Robert G. Smith, 61, a director since 1991, has been an independent
consultant for technology companies since founding RGS Associates, Inc. in 1988.
From 1983 to 1988, he was the Chief Financial Officer of Sun Microsystems, Inc.
Samuel K. Smith, 64, a director since 1994, has been an independent
consultant for technology companies since 1993. From 1984 until 1993, Mr. Smith
was a special partner of Sevin-Rosen Management Co., a venture capital firm.
Mr. Smith serves as a director of Sun River Corporation. Mr. Smith also served
as the Chairman of the Board of Landmark Graphics, Inc. until its acquisition by
Halliburton Co. in October 1996.
Each of the Company's directors holds office until the next annual meeting of
stockholders and until their respective successors shall have been elected and
qualified or until their earlier death, resignation or removal. The Company's
officers are elected annually by, and serve at the discretion of, the Board of
Directors.
The Board of Directors held five meetings in fiscal 1996. No director
attended fewer than 75% of the meetings of the Board (and any committees
thereof) which they were required to attend, other than Robert Smith who did not
attend two meetings.
Committees of the Board of Directors
The Audit Committee, comprised of Messrs. Rynearson and Robert Smith, is
empowered to recommend to the Board the appointment of the Company's independent
public accountants and to periodically meet with such accountants to discuss
their fees, audit and non-audit services, and the internal controls and audit
results for the Company. The Audit Committee also is empowered to meet with the
Company's accounting personnel to review accounting policies and reports. The
Audit Committee met four times during fiscal 1996.
The Compensation Committee, comprised of Messrs. Johnson and Samuel Smith,
met three times during fiscal 1996. See "Report of the Compensation Committee"
included elsewhere in this Proxy Statement.
4
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors (the "Committee") is
comprised of Douglas E. Johnson and Samuel K. Smith, both nonemployee directors.
The Committee is responsible for setting and administering the policies
governing cash compensation and stock option grants to the Company's executive
officers. In carrying out its duties, the Committee reviews compensation
surveys and other available information regarding salary, bonus and stock
options with a particular focus on companies in similar industries and of
comparable size.
The goals of the Committee's executive compensation program are to 1) align
executive compensation with the Company's performance and, 2) attract, retain
and reward executive officers who contribute to the Company's success. The
compensation philosophy of the Committee is that annual compensation should be
significantly leveraged on the basis of the Company's performance. To achieve
this leverage, executive compensation is comprised of a base salary, contingent
cash bonus and stock options. If agreed-upon performance objectives are met
(both corporate and individual) the annual cash compensation paid to executive
officers will generally approximate that of comparable companies. The annual
cash compensation paid to executive officers may exceed the average of
comparable companies if the agreed-upon objectives are exceeded.
With respect to fiscal 1996, the majority of contingent bonus compensation
was based upon the Company meeting certain defined revenue growth and return on
asset goals. The Company did not meet the revenue growth goal, and therefore,
no bonus was earned. In addition, certain executive officers, including Mr.
Irwin, were eligible to earn additional contingent bonus compensation if certain
defined individual performance goals were met. Mr. Irwin's individual
performance goals included the completion of an initial public offering of the
Company's common stock and the building of an executive management team capable
of supporting the Company's future anticipated growth. Certain of Mr. Irwin's
individual goals and those of other eligible executive officers were met in
1996. However, since it is the Committee's intention (and the entire Board of
Directors) to ensure that executive compensation is closely aligned with Company
performance, especially as it relates to the defined revenue growth goal of
Mizar during 1996, the Committee, with the concurrence and support of the
executive officers, determined that there would be no bonuses awarded in 1996
with respect to individual goal achievement.
The Committee strives to maintain the equity position of all executive
officers at competitive levels with comparable companies. The Committee believes
that employee equity ownership provides critical additional motivation to
executive officers to maximize value for the Company's stockholders, and
therefore makes periodic grants of stock options. Option grants to executive
officers are based upon the relative positions and responsibilities of each
executive
5
<PAGE>
officer, the historical and expected contributions of that officer to the
Company and previous grants to that officer. Certain changes in control of the
Company will cause the options to vest immediately. The Committee believes that
stock options serve to align the interests of executive officers closely with
other stockholders because of the direct benefit executive officers receive
through improved stock performance. During fiscal 1996, the Committee granted an
option to purchase 8,500 shares of common stock to Mr. Irwin due to his
achievement of individual performance goals as it relates to fiscal 1995.
Compensation Committee
Douglas E. Johnson
Samuel K. Smith
SUMMARY OF EXECUTIVE COMPENSATION
The following table sets forth information concerning cash compensation paid
or accrued by the Company during the two-year period ended June 30, 1996, to or
for the Company's Chief Executive Officer and the two other highest compensated
executive officers of the Company whose total salary and bonus exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------
----------------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS
- --------------------------- ---- ------ ----- ------------ -------
<S> <C> <C> <C> <C> <C>
David H. Irwin, President 1996 $200,000 $ - $ - 8,500
and Chief Executive Officer 1995 183,077 93,546 - 544,000
John L. Marshall, Senior Vice President, 1996 $112,949 $ - $ - -
Sales and Marketing 1995 107,385 55,076 - 119,000
Charles F. Jones, Vice President, 1996 $106,600 $ - $4,500 -
Operations 1995 102,308 32,937 6,000 -
</TABLE>
None of the named executive offices received perquisites and other personal
benefits, securities or property in excess of the lesser of $50,000 or 10% of
such officer's total annual salary and bonus.
6
<PAGE>
EMPLOYMENT AGREEMENTS
In 1994, the Company entered into employment agreements with each of Mr.
Irwin and Mr. Marshall. Each of the agreements provides for the payment of base
salary amounts, participation in executive bonus plans and participation in
other employee benefit plans. The term expires on April 30, 1998 for Mr. Irwin
and December 31, 1997 for Mr. Marshall. Each agreement entitles the employee to
receive severance payments if the Company terminates his employment without good
cause or, in the case of Mr. Marshall, if he terminates his employment for good
reason. Such severance payments equal an aggregate of $225,000 for Mr. Irwin,
and equal six months' salary and bonus for Mr. Marshall (one year in the event
of a change of control of the Company).
STOCK OPTIONS
The Company maintains its stock option plan (the "Option Plan") which
provides for the grant of options to eligible employees and directors for the
purchase of common stock of the Company. The Option Plan covers, in the
aggregate, a maximum of 2,177,500 shares of common stock. The Option Plan
provides for the granting of both incentive stock options (as defined in Section
422 of the Internal Revenue Code of 1986) and nonqualified stock options
(options which do not meet the requirements of Section 422). Under the Option
Plan, the exercise price may not be less than the fair market value of the
common stock on the date of the grant of the option.
The Compensation Committee of the Board of Directors (the "Committee")
administers and interprets the Option Plan and is authorized to grant options
thereunder to all eligible employees of the Company, including officers. The
Committee designates the optionees, the number of shares subject to the options
and the terms and conditions of each option. Options under the Option Plan
generally vest over a 48 month period. Certain changes in control of the Company
will cause the options to vest immediately. Each option granted under the Option
Plan must be exercised, if at all, during a period established in the grant
which may not exceed 10 years from the date of grant. An optionee may not
transfer or assign any option granted and may not exercise any options after a
specified period subsequent to the termination of the optionee's employment with
the Company.
DIRECTOR OPTION PLAN
In July 1995, the Company adopted a Directors' Stock Option Plan (the
"Director Plan"), which provides for the grant of nonqualified stock options to
non-employee directors of the Company. The Director Plan covers, in the
aggregate, a maximum of 75,000 shares of common stock.
Under the Director Plan, on each November 15 (commencing in 1995, although
Messrs.
7
<PAGE>
Johnson, R. Smith and S. Smith are not eligible to participate until November
15, 1998), options to purchase 8,500 shares of common stock at the then fair
market value will be automatically granted to each non-employee director then
serving. Such options will be immediately vested in full. Each option granted
under the Director Plan must be exercised, if at all, during a period
established in the grant, which may not exceed 10 years from the date of grant.
An optionee may not transfer or assign any options granted and may not exercise
any options after a specified period subsequent to the termination of the
optionee's service on the Board of Directors.
OPTION GRANTS
The following table sets forth, as to each executive officer named in the
Summary Compensation Table above, the number of shares of common stock subject
to options granted during the year ended June 30, 1996 and the per share
exercise price for such options.
OPTION GRANTS IN FISCAL 1996
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
NUMBER OF PERCENT OF VALUE AT ASSUMED
SECURITIES TOTAL OPTIONS ANNUAL RATES OF STOCK
UNDERLYING GRANTED EXERCISE PRICE APPRECIATION FOR
OPTIONS TO EMPLOYEES PRICE EXPIRATION OPTION TERM(2)
NAME GRANTED(1) IN FISCAL YEAR PER SHARE DATE 5% 10%
---- ---------- -------------- --------- ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
David H. Irwin 8,500 4.3% $8.50 7/18/05 $45,438 $115,148
John L. Marshall - n/a n/a n/a n/a n/a
Charles F. Jones - n/a n/a n/a n/a n/a
</TABLE>
(1) All options were granted under the Option Plan.
(2) The 5% and 10% assumed annual rates of compounded stock price appreciation
are mandated by the rules of the Securities and Exchange Commission. The
actual value, if any, an executive officer may realize will depend on the
excess of the stock price over the exercise price on the date the option is
exercised. There is no assurance the value realized by an executive officer
will be at or near the assumed 5% or 10% levels.
TABLE OF OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth information with respect to the named
executive officers concerning the exercise of options during fiscal 1996 and
unexercised options to purchase shares of the Company's common stock held by
them at June 30, 1996.
8
<PAGE>
<TABLE>
<CAPTION>
SHARES VALUES OF UNEXERCISED
ACQUIRED NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS(1)
ON VALUE OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
David H. Irwin 68,000 $524,800 267,716 208,284 $1,530,706 $1,190,894
John L. Marshall 42,500 $331,300 57,126 61,874 $ 328,482 $ 356,868
Charles F. Jones - $ - - - $ - $ -
</TABLE>
(1) Based on the closing price of the common stock on June 28, 1996, which was
$6.50 per share.
DIRECTOR COMPENSATION
The Company does not pay any annual retainer or per meeting fees to its
directors. The Company reimburses all of the directors for their out-of-pocket
expenses in connection with performing their duties as directors of the Company.
In addition, each such director is granted options under the Director Plan to
purchase shares of common stock.
CERTAIN FILINGS BY EXECUTIVE OFFICERS AND DIRECTORS
Under the securities laws of the United States, the Company's directors,
executive officers and persons who own more than 10% of the Company's common
stock are required to report their initial ownership of the Company's common
stock and any subsequent changes in that ownership to the Securities and
Exchange Commission. Specific due dates have been established for these
reports, and the Company is required to disclose in this proxy statement any
failure to file by these dates. All of these filing requirements were
satisfied.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors consists of
two members, Messrs. Douglas E. Johnson and Samuel K. Smith. Neither Mr. Johnson
nor Mr. Smith was at any time during the fiscal year ended June 30, 1996, or at
any other time, an officer or employee of the Company. No executive officer of
the Company serves as a member of the board of directors or compensation
committee of any entity which has one or more executive officers serving as a
member of the Company's Board of Directors or Compensation Committee.
9
<PAGE>
STOCK PRICE PERFORMANCE
The Company completed the initial public offering of its common stock in
September 1995. Prior to such date, there was no established market for its
common stock. Set forth below is a line graph indicating a comparison of
cumulative total returns (change in stock price plus reinvested dividends) for
the Company's common stock from the initial offering price of $8.50 on September
28, 1995 through June 30, 1996 as contrasted with (i) NASDAQ Market Index and
(ii) a peer group index consisting of companies with the same 4 digit SIC code
as the Company (3571). This SIC grouping is defined as "Electronic Computers."
The Company relied upon information provided by another firm with respect to the
contents of the chart. The Company did not attempt to validate the information
supplied to it other than review it for reasonableness. Each index assumes $100
invested at September 28, 1995 and is calculated assuming reinvestment of
dividends.
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-----------------------------------------
COMPANY BASE 9/30/95 12/31/95 3/31/96 6/30/96
- ------- ------ ------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
MIZAR, INC. 100.00 107.41 100.00 67.65 76.47
INDUSTRY INDEX 100.00 100.00 96.72 104.85 105.60
BROAD MARKET 100.00 100.00 99.20 103.78 111.47
</TABLE>
STOCKHOLDERS' PROPOSALS
Any proposals that stockholders of the Company desire to have presented at
the 1997 annual meeting of stockholders must be received by the Company at its
principal executive offices no later than June 9, 1997.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the Board of
Directors of the
10
<PAGE>
Company. The expense of preparing, printing and mailing the form of proxy and
the material used in the solicitation thereof will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by directors and regular officers and
employees of the Company. Arrangements may also be made with brokerage houses
and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of stock held of record by such
persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in connection therewith.
Representatives of Arthur Andersen LLP, the Company's independent auditors,
are expected to be present at the Annual Meeting with the opportunity to make a
statement if they desire and to be available to respond to appropriate
questions.
By Order of the Board of Directors
John L. Rynearson
Secretary
Carrollton, Texas
October 8, 1996
11
<PAGE>
PROXY
MIZAR, INC.
The undersigned hereby (a) acknowledges receipt of the Notice of Annual
Meeting of Stockholders of Mizar, Inc. (the "Company") to be held on November
14, 1996, at 10:00 a.m., local time, and the Proxy Statement in connection
therewith, and (b) appoints David H. Irwin and Charles D. Brockenbush, or each
of them, his proxies, with full power of substitution and revocation, for and
in the name, place and stead of the undersigned, to vote upon and act with
respect to all of the shares of Common Stock of the Company standing in the
name of the undersigned or with respect to which the undersigned is entitled to
vote and act at said meeting or at any adjournment thereof, and the undersigned
directs that his proxy be voted as follows:
ELECTION OF DIRECTORS[_] FOR nominees listed below except as marked to the
contrary below
[_] WITHHOLD AUTHORITY to vote for all nominees listed
below
David H. Irwin, Douglas E. Johnson, John L. Rynearson, Robert G. Smith and
Samuel K. Smith
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space below.
- --------------------------------------------------------------------------------
If more than one of the proxies listed above shall be present in person or by
substitute at the meeting or any adjournment thereof, the majority of said
proxies so present and voting, either in person or by substitute, shall
exercise all of the powers hereby given.
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTORS.
P
R
O
X
Y
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes, or any of them, may lawfully do by virtue
hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
Dated: ____________________________
-----------------------------------
Signature
-----------------------------------
(Signature if held jointly)
Please date the proxy and sign
your name exactly as it appears
hereon. Where there is more than
one owner, each should sign. When
signing as an attorney,
administrator, executor, guardian
or trustee, please add your title
as such. If executed by a
corporation, the proxy should be
signed by a duly authorized
officer. Please sign the proxy and
return it promptly whether or not
you expect to attend the meeting.
You may nevertheless vote in
person if you do attend.
P
R
O
X
Y
