-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QIu8LkSLNaQ7oU1NDJiEuKxvDiPDG0G21RkyS06qBfS/C3030WAmZdbMbKJpWKOb DFLGhev/mJ2h6eue1d0vaQ== 0000085608-96-000007.txt : 19960607 0000085608-96-000007.hdr.sgml : 19960607 ACCESSION NUMBER: 0000085608-96-000007 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960424 FILED AS OF DATE: 19960328 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATEC CORP/DE/ CENTRAL INDEX KEY: 0000085608 STANDARD INDUSTRIAL CLASSIFICATION: 3310 IRS NUMBER: 060737363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04184 FILM NUMBER: 96539628 BUSINESS ADDRESS: STREET 1: 75 SOUTH ST CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 5084359039 MAIL ADDRESS: STREET 1: 75 SOUTH STREET CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: RSC INDUSTRIES INC DATE OF NAME CHANGE: 19840515 FORMER COMPANY: FORMER CONFORMED NAME: REEVES INDUSTRIES INC DATE OF NAME CHANGE: 19710520 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 MATEC 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] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $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 O-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 O-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 O-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 date of its filing. 1) Amount Previously Paid: -------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------- 3) Filing Party: -------------------------------------------------------------- 4) Date Filed: -------------------------------------------------------------- MATEC CORPORATION (A Delaware corporation) --------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS April 24, 1996 ----------------- To the Stockholders of MATEC CORPORATION The Annual Meeting of Stockholders of MATEC Corporation will be held at the Courtyard Marriott, 10 Fortune Boulevard, Milford, MA 01757, on April 24, 1996 at 10:00 A.M. to consider and vote on the following matters described under the corresponding numbers in the attached Proxy Statement: (1) The election of seven directors; and (2) Such other matters as may properly come before the meeting. The Board of Directors has fixed March 22, 1996, at the close of business, as the record date for the determination of stockholders entitled to vote at the meeting, and only holders of shares of Common Stock of record at the close of business on that day will be entitled to vote. The list of such stockholders will be available for inspection by stockholders during the ten days prior to the meeting in accordance with Section 219 of the Delaware General Corporation Law at the Courtyard Marriott, 10 Fortune Boulevard, Milford, MA 01757. Stockholders may make arrangements for such inspection by contacting the Secretary of MATEC Corporation, 75 South Street, Hopkinton, Massachusetts 01748. The stock transfer books of the Corporation will not be closed. WHETHER OR NOT YOU EXPECT TO BE PRESENT, PLEASE FILL IN, SIGN AND MAIL THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS. THE PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN THE EVENT YOU ATTEND THE MEETING. By Order of the Board of Directors John J. McArdle III Secretary March 25, 1996 Requests for additional copies of the proxy material should be addressed to Secretary, MATEC Corporation, 75 South Street, Hopkinton, Massachusetts 01748. MATEC CORPORATION 75 South Street Hopkinton, Massachusetts 01748 -------------------- PROXY STATEMENT -------------------- ANNUAL MEETING OF STOCKHOLDERS April 24, 1996 -------------------- The enclosed Proxy is solicited by the Board of Directors of MATEC Corporation (the "Corporation") in connection with the Annual Meeting of Stockholders to be held on April 24, 1996. The Board of Directors has fixed March 22, 1996, at the close of business, as the record date for the determination of stockholders entitled to vote at the meeting. Any Proxy received by the Board of Directors may be revoked, either in writing or in person, by the record holder of the shares covered thereby, if such revocation is received by the Corporation at any time prior to said Proxy being exercised. It is anticipated that this Proxy Statement and the enclosed Notice and Proxy first will be mailed to stockholders of record on or about March 27, 1996. All Proxies will be voted in accordance with the instructions contained therein and if no choice is specified will be voted in favor of the election as directors of the persons named herein. The Corporation knows of no reason why any of the nominees named herein would be unable to serve. In the event, however, that any such nominee should prior to the election become unable to serve as a director, the Proxy will be voted for such substitute nominee, if any, as the Board of Directors shall propose. A stockholder who abstains from a vote by registering an abstention vote will be deemed present at the meeting for quorum purposes but will not be deemed to have voted on the particular matter. Similarly, in the event a nominee holding shares for beneficial owners votes on certain matters pursuant to discretionary authority or instructions from beneficial owners, but with respect to one or more other matters does not receive instructions from beneficial owners and does not exercise discretionary authority (a so-called "non-vote"), the shares held by the nominee will be deemed present at the meeting for quorum purposes but will not be deemed to have voted on such other matters. Thus, on the vote for the proposal to elect directors, where the outcome depends on the votes cast, abstentions and non-votes will have no effect. The Annual Report to Stockholders of the Corporation, including financial statements for the year ended December 31, 1995, is enclosed herewith. VOTING SECURITIES All the voting power of the Corporation is vested in its Common Stock. As of the close of business on March 15, 1996, 2,764,371 shares of Common Stock, par value $.05 per share (exclusive of 1,029,324 shares held by the Corporation as treasury shares) were outstanding. Each share of Common Stock (other than the treasury shares) is entitled to one vote. Set forth below is information concerning the ownership as of March 15, 1996 of the Common Stock of the Corporation by persons who, to the knowledge of the Board of Directors, own more than 5% of the outstanding shares of Common Stock of the Corporation. Unless otherwise indicated the beneficial owners have sole voting and investment power with respect to the shares beneficially owned. Name and Address Amount Percentage of of Beneficial Owner Beneficially Owned Class - - ------------------- ------------------ ------------ Dimensional Fund 201,700 (1) 7.3% Advisors Inc. 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401 Robert B. Gill 211,300 (2)(3)(4) 7.4% 34 Woodland Drive East Windsor, NJ 08520 John J. McArdle III 187,962 (5)(6)(7) 6.8% Framingham Savings Bank 15 Park Street Framingham, MA 01701 Mary R. and 220,000 8.0% Emil Vaccari 508 40th Street Union City, NJ 07087 Robert W. Valpey 204,403 (5)(8) 7.4% Route 25 Box 249 Center Harbor, NH 03226 Ted Valpey, Jr. 747,435 (9) 27.0% P.O. Box 4100 Portsmouth, NH 03801 - - ---------------------------- (1) Dimensional Fund Advisors Inc., a registered investment advisor, is deemed to have beneficial ownership of 201,700 shares of Common Stock of the Corporation as of December 31, 1995, all of which shares are held in portfolios of DFA Investment Dimensions Group Inc., a registered open-end investment company, or in series of the DFA Investment Trust Company, a Delaware business trust, or the DFA Group Trust and DFA Participating Group Trust, investment vehicles for qualified employee benefit plans, all of which Dimensional Fund Advisors Inc. serves as investment manager. Dimensional Fund Advisors Inc. disclaims beneficial ownership of all such shares. (2) Includes 74,300 shares jointly owned by Mr. Gill's wife. (3) Includes 90,000 shares issuable upon exercise of currently exercisable stock options. (4) Includes 74,300 shares deposited as collateral by Mr. & Mrs. Gill in a joint margin account maintained by them with a registered broker-dealer. (5) Includes 100,000 shares, as to which each of Mr. Robert Valpey and Mr. McArdle disclaims beneficial ownership, held by a trust of which each is one of two trustees. (6) Includes 25,750 shares owned by Mr. McArdle's wife as to which he disclaims beneficial ownership. (7) Includes 2,500 shares issuable upon exercise of currently exercisable stock options. (8) Includes 2,900 shares owned by Mr. Robert Valpey's wife as to which he disclaims beneficial ownership and 1,000 shares jointly owned by Mr. Valpey's wife. (9) Substantially all of such shares are pledged as collateral to a bank to secure certain indebtedness of Mr. Ted Valpey, Jr. SECURITY OWNERSHIP OF MANAGEMENT The following table sets forth certain information furnished to the Corporation regarding the beneficial ownership of the Corporation's Common Stock at March 15, 1996 by each director, nominee for election as director, executive officer and executive officers and directors as a group. Unless otherwise indicated, such person has sole voting and investment power with respect to the shares beneficially owned. Directors and Amount Percent Executive Officers Beneficially Owned Owned - - ------------------ ------------------ ------- Eli Fleisher 87,000 (1) 3.1% Robert B. Gill 211,300 (2)(3)(4) 7.4% Lawrence Holsborg 114,267 4.1% John J. McArdle III 187,962 (5)(6)(7) 6.8% Joseph W. Tiberio 25,000 less than 1% Robert W. Valpey 204,403 (5)(8) 7.4% Ted Valpey, Jr. 747,435 (9) 27.0% Michael J. Kroll 17,300 (10)(11) less than 1% Directors and Executive Officers as a Group (consisting of 8 individuals) 1,494,667 (1)-(11) 52.2% - - --------------------- (1) Includes 1,500 shares owned by Mr. Fleisher's wife as to which he disclaims beneficial ownership. (2) Includes 74,300 shares jointly owned by Mr. Gill's wife. (3) Includes 90,000 shares issuable upon exercise of currently exercisable stock options. (4) Includes 74,300 shares deposited as collateral by Mr. & Mrs. Gill in a joint margin account maintained by them with a registered broker-dealer. (5) Includes 100,000 shares, as to which each of Mr. Robert Valpey and Mr. McArdle disclaims beneficial ownership, held by a trust of which each is one of two trustees. (6) Includes 25,750 shares owned by Mr. McArdle's wife as to which he disclaims beneficial ownership. (7) Includes 2,500 shares issuable upon exercise of currently exercisable stock options. (8) Includes 2,900 shares owned by Mr. Robert Valpey's wife as to which he disclaims beneficial ownership and 1,000 shares jointly owned by Mr. Valpey's wife. (9) Substantially all of such shares are pledged as collateral to a bank to secure certain indebtedness of Mr. Ted Valpey, Jr. (10) Includes 6,700 shares jointly owned by Mr. Kroll's wife. (11) Includes 5,500 shares issuable upon exercise of currently exercisable stock options. ELECTION OF DIRECTORS Nominees Seven directors are to be elected at the Annual Meeting, each to hold office until the next annual meeting and until his successor is elected and qualified. Directors are elected by a plurality of the votes cast. The following table sets forth certain information furnished to the Corporation regarding the persons who are nominees for election as directors of the Corporation: Year First Principal Occupation Elected Name of Nominee for Past Five Years Director Age - - --------------- -------------------- --------- --- Eli Fleisher(d) Investor since 1977 68 prior to 1991. Robert B. Gill(a)(c) President and Chief 1983 54 Executive Officer of the Corporation since December 21, 1992; President of Laser Diode, Inc. (manufacturer of communication equipment) from prior to 1991 to December 1992. Lawrence Holsborg(b)(c)(d) Investor since prior 1986 62 to 1991. John J. McArdle III(a)(b) Employee of Prime 1992 46 Capital Group (financial consul- tants) since prior to 1991; President of RSC Realty Corporation (a subsidiary of the Corporation) since prior to 1991 and Secretary of the Corporation since prior to 1991; President and Chief Executive Officer of Framingham Savings Bank since January 1993. Year First Principal Occupation Elected Name of Nominee for Past Five Years Director Age - - --------------- -------------------- ---------- --- Joseph W. Tiberio(a)(b) President, Century 1986 74 Manufacturing Co., Inc. (metal stamp- ing) since prior to 1991; President Ty-Wood Corporation (metal fabrication) since prior to 1991. Robert W. Valpey(a)(d) Investor since prior 1982 60 to 1991. Ted Valpey, Jr.(a)(c) Investor; Chairman 1980 63 of the Corporation since prior to 1991 and Chief Executive Officer of the Corporation from prior to 1991 to December 21, 1992. - - -------------------- (a) Member of the Executive Committee. (b) Member of the Audit Committee. (c) Member of the Nominating Committee. (d) Member of the Stock Option-Compensation Committee. Each of the above nominees was elected a director at the last Annual Meeting of Stockholders and has served continuously since the year he was first elected. Ted Valpey, Jr. and Robert W. Valpey are brothers. The Board of Directors held six meetings during the last fiscal year. The Stock Option-Compensation Committee of the Board of Directors provides management with guidance in the establishment and administration of compensation policies and recommends levels of compensation to the Board and grants options pursuant to the Corporation's 1992 Stock Option Plan. The Stock Option-Compensation Committee held three meetings during 1995. The Nominating Committee of the Board of Directors performs such functions as the selection and recommendation to the Board of Directors of potential candidates for nomination as directors. The Nominating Committee held one meeting during 1995. In recommending to the Board the nominees for election as directors, the Committee will consider stockholders' recommendations for director sent to the Nominating Committee, c/o Secretary, MATEC Corporation, 75 South Street, Hopkinton, Massachusetts 01748. Stockholders must submit the names of potential future nominees in writing with a statement of their qualifications and an indication of the potential nominee's willingness to serve as a director if nominated and elected. The Executive Committee of the Board of Directors is authorized to exercise all of the authority of the Board of Directors except that which by law cannot be delegated by the Board of Directors. The Executive Committee did not meet during 1995. The Audit Committee of the Board of Directors performs the customary functions of such a committee including recommendation to the directors of the engagement of independent auditors, the review of the plan and results of the yearly audit by the independent auditors, the review of the Corporation's system of internal controls and procedures and the investigation, where necessary, into matters relating to the audit functions. The Audit Committee held three meetings during 1995. Except as set forth below none of the directors or nominees is a director of any company (other than the Corporation) which is subject to the reporting requirements of the Securities Exchange Act of 1934 or which is a registered investment company under the Investment Company Act of 1940. Name of Director Director of -------- ----------- John J. McArdle III Framingham Savings Bank Ted Valpey, Jr. Framingham Savings Bank Directors Compensation - - ---------------------- Each outside director is paid an annual director's fee of $1,000 plus $500 for each meeting of the Board of Directors attended. Each outside director who is a member of a Committee is paid $500 for each Committee meeting attended and not held on the same day as a meeting of the Board of Directors. For Committee meetings held on the same day as meetings of the Board of Directors, each outside director is paid for attendance at the rate of $250 per Committee meeting. Compliance with Section 16(a) of the Securities Exchange Act of 1934 - - ------------------------------------ As required by the Securities and Exchange Commission rules under Section 16(a) of the Securities Exchange Act of 1934, the Corporation notes that in 1995 one of its directors, Eli Fleisher, filed one delinquent monthly report reporting one transaction for the purchase of 500 shares of the Common Stock of the Corporation. EXECUTIVE COMPENSATION Executive Compensation - - ---------------------- The Summary Compensation Table below sets forth compensation information for each of the Corporation's last three fiscal years for the Chief Executive Officer ("CEO") and the other executive officer who was serving as such at the end of the Corporation's fiscal year ended December 31, 1995 and whose total annual salary for such fiscal year exceeded $100,000. SUMMARY COMPENSATION TABLE Long Term Annual Compensation(1)(2) Compensation ---------------------------- ------------ Awards ------ Securities Name and Underlying Principal Options/ All Other Position Year Salary Bonus SAR's (#) Compensation(3) - - --------- ---- ------ ----- ---------- ------------ Robert B. Gill 1995 $200,000 $25,000 -- $4,500 President 1994 175,000 -- -- 4,500 1993 175,673 -- -- -0- Michael J. Kroll 1995 111,500 -- -- 3,532 Vice President 1994 107,000 -- 2,500 3,210 and Treasurer 1993 106,096 -- -- 3,171 - - ----------------------------------------- (1) The Corporation maintains a Management Incentive Plan (the "Incentive Plan") which provides cash payments to key managers of the Corporation based on the achievement of defined pre-tax profit objectives by various operating units and other transaction and performance-oriented goals. The Corporation paid no amounts to Mr. Gill or Mr. Kroll pursuant to the Incentive Plan in 1995, 1994, or 1993. (2) The above table does not include any amounts for personal benefits because, in any individual case, such amounts do not exceed the lesser of $50,000 or 10% of such individual's cash compensation. (3) Represents amounts allocated under the Corporation's Profit Sharing and Savings Plan. Option Table - - ------------ The following table sets forth the fiscal year-end option values with respect to Mr. Gill and Mr. Kroll. Neither Mr. Gill nor Mr. Kroll exercised any stock options during 1995. No stock options were granted to Mr. Gill or Mr. Kroll during 1995. December 31, 1995 Option Values ------------------------------- Number of Securities Values of Underlying Unexercised Unexercised In-the-money Options at Options at 12/31/95 12/31/95 (1) Name Exercisable Unexercisable Exercisable Unexercisable ---- ----------- ------------- ----------- ------------- Robert B. Gill 90,000 60,000 $45,000 $30,000 Michael J. Kroll 5,500 2,000 -0- -0- - - ------------------------- (1) The fair market value of the Corporation's Common Stock at December 31, 1995 was $4.00 per share. The exercise price of all exercisable and unexercisable options to purchase shares held by Mr. Kroll were equal to or in excess of such fair market value. Certain Transactions - - -------------------- The Corporation pays Ted Valpey, Jr. $80,000 per year for his services as Chairman and reimburses Mr. Valpey at the rate of $4,000 per month for office, secretarial and other business expenses. OTHER MATTERS The Board of Directors knows of no matters to be presented at the meeting other than those set forth in the foregoing Notice of Annual Meeting. If other matters properly come before the meeting, the persons named on the accompanying form of proxy intend to vote the shares subject to such proxies in accordance with their best judgment. Audit and Related Matters - - ------------------------- The Board of Directors has selected Deloitte & Touche, independent certified public accountants, as auditors of the Corporation for 1996. The consolidated financial statements of the Corporation and its subsidiaries included in the Annual Report to Stockholders for the fiscal year ended December 31, 1995 were examined by Deloitte & Touche. Representatives of Deloitte & Touche are expected to attend the meeting with the opportunity to make a statement if they desire. It is expected that such representatives will be available to respond to appropriate questions from stockholders. Additional Information - - ---------------------- The cost of solicitation of Proxies will be borne by the Corporation. If necessary to insure satisfactory representation at this meeting, Proxies may be solicited to a limited extent by telephone or personal interview by officers and employees of the Corporation. Such solicitation will be without cost to the Corporation, except for actual out-of-pocket communication charges. Brokerage houses, banks, custodians, nominees and fiduciaries are being requested to forward the proxy material to beneficial owners and their reasonable expenses therefore will be reimbursed by the Corporation. Stockholder's Proposals - - ----------------------- From time to time, stockholders present proposals which may be proper subjects for inclusion in the Proxy Statement and for consideration at the annual meeting. To be considered, proposals must be submitted on a timely basis. Proposals for the 1997 annual meeting must be received by the Corporation no later than November 25, 1996. John J. McArdle III Secretary March 25, 1996 Upon the written request of any stockholder of the Corporation, the Corporation will provide to such stockholder a copy of the Corporation's Annual Report on Form 10-K for 1995, including the financial statements and the schedules thereto, filed with the Securities and Exchange Commission. Any such request should be directed to Secretary, MATEC Corporation, 75 South Street, Hopkinton, Massachusetts 01748. There will be no charge for such report unless one or more exhibits thereto are requested, in which case the Corporation's reasonable expenses of furnishing such exhibits may be charged. All stockholders are urged to fill in, sign and mail the enclosed Proxy promptly whether or not you expect to attend the meeting. If you are mailing your Proxy, kindly do so sufficiently in advance of the meeting date so that it will be received in time to be counted at the meeting. Appendix MATEC CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING ON APRIL 24, 1996 The undersigned hereby constitutes and appoints TED VALPEY, JR., ROBERT B. GILL and MICHAEL J. KROLL, any one of whom is authorized to act singly, attorneys and proxies with full power of substitution according to the number of shares of Common Stock of MATEC Corporation which the undersigned may be entitled to vote and with all powers which the undersigned would possess if personally present at the Annual Meeting of its stockholders to be held on April 24, 1996, at the Courtyard Marriott, 10 Fortune Boulevard, Milford, Massachusetts 01757, and at any adjournment thereof, on matters properly coming before the Meeting. Without otherwise limiting the general authorization hereby given, said attorneys and proxies are instructed to vote on the proposal set forth on the opposite side and described in the Proxy Statement dated March 25, 1996. The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement, each dated March 25, 1996. - - ------------------------------------------------------------------------- | PLEASE VOTE, DATE, AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY IN | | ENCLOSED ENVELOPE. | - - ------------------------------------------------------------------------- | | | Please sign this proxy exactly as your name appears on the books of | | the Corporation. Joint owners should each sign personally. Trustees | | and other fiduciaries should indicate the capacity in which they sign,| | and where more than one name appears, a majority must sign. If a | | corporation, this signature should be that of an authorized officer | | who should state his or her title. | - - ------------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? - - --------------------------------- -------------------------------- - - --------------------------------- -------------------------------- - - --------------------------------- -------------------------------- [X] PLEASE MARK VOTES AS IN THIS EXAMPLE With- For All For hold Except MATEC CORPORATION 1. The election of seven directors. [] [] [] UNLESS OTHERWISE SPECIFIED Eli Fleisher, Robert B. Gill, Lawrence Holsborg, IN THE SPACE PROVIDED, THE John J. McArdle III, Joseph W. Tiberio, Robert UNDERSIGNED'S VOTE IS TO W. Valpey, Ted Valpey, Jr. BE CAST "FOR" THE ELECTION AS DIRECTORS OF THE PERSONS If you do not wish your shares voted "For" a NAMED IN THE PROXY STATE- particular nominee, mark the "For All Except" MENT DATED MARCH 25, 1996. box and strike a line through the nominee(s) name. Your shares will be voted for the remaining nominee(s). RECORD DATE SHARES: A vote "FOR" is recommended by the Board of Directors on the above proposal. Please be sure to sign and Mark box at right if comments or address [] date this Proxy.-------------- change have been noted on the reverse |Date | side of card. - - ------------------------------------------------------ | | | | - - -Stockholder sign here--------Co-owner sign here------ Detach Card MATEC CORPORATION Dear Stockholder: Please take note of the important information enclosed with this Proxy Ballot. There are issues related to the management and operation of your Corporation that require your immediate attention and approval. These are discussed in the enclosed proxy materials. Your vote counts, and you are strongly encouraged to exercise your right to vote your shares. Please mark the boxes on the proxy card to indicate how your shares shall 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, April 24, 1996. Thank you in advance for your prompt consideration of these matters. Sincerely, MATEC Corporation -----END PRIVACY-ENHANCED MESSAGE-----