-----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, UOOxS5JXflOt241wVoWBUXYX12beynst+Qm/8vTOYFyARhjxMeO9Um6OyshM37xk iT/OMUdGdnnqhffCda/gCg== 0000085608-97-000004.txt : 19970329 0000085608-97-000004.hdr.sgml : 19970329 ACCESSION NUMBER: 0000085608-97-000004 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970428 FILED AS OF DATE: 19970328 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MATEC CORP/DE/ CENTRAL INDEX KEY: 0000085608 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [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: 97566469 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] 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 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: ----------------------------------------------------------------- MATEC CORPORATION (A Delaware corporation) --------------- NOTICE OF ANNUAL MEETING OF STOCKHOLDERS April 28, 1997 ----------------- 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 28, 1997 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 24, 1997, 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 28, 1997 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 28, 1997 -------------------- 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 28, 1997. The Board of Directors has fixed March 24, 1997, 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 31, 1997. 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, 1996, 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 11, 1997, 2,745,316 shares of Common Stock, par value $.05 per share (exclusive of 1,058,879 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. It is not presently anticipated that the number of issued and outstanding shares of Common Stock will significantly change between March 11, 1997 and the record date. Set forth below is information concerning the ownership as of March 11, 1997 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 149,000 (1) 5.4% Advisors Inc. 1299 Ocean Avenue 11th Floor Santa Monica, CA 90401 Robert B. Gill 241,300 (2)(3) 8.4% 34 Woodland Drive East Windsor, NJ 08520 John J. McArdle III 187,962 (4)(5) 6.8% MetroWest Bank 15 Park Street Framingham, MA 01701 Mary R. and 207,400 7.6% Emil Vaccari 508 40th Street Union City, NJ 07087 Robert W. Valpey 204,403 (4)(6) 7.4% Route 25 Box 249 Center Harbor, NH 03226 Ted Valpey, Jr. 747,435 (7) 27.2% P.O. Box 4100 Portsmouth, NH 03801 - ---------------------------- (1) Dimensional Fund Advisors Inc., a registered investment advisor, is deemed to have beneficial ownership of 149,000 shares of Common Stock of the Corporation as of December 31, 1996, 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 64,300 shares jointly owned by Mr. Gill's wife and deposited as collateral by Mr. & Mrs. Gill in a joint margin account maintained by them with a registered broker-dealer. (3) Includes 120,000 shares issuable upon exercise of currently exercisable stock options. (4) 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. (5) Includes 25,750 shares owned by Mr. McArdle's wife as to which he disclaims beneficial ownership. (6) 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. (7) 300,000 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 11, 1997 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) 3.2% Robert B. Gill 241,300 (2)(3) 8.4% Lawrence Holsborg 114,267 4.2% John J. McArdle III 187,962 (4)(5) 6.8% Robert W. Muir, Jr. 8,000 less than 1% Joseph W. Tiberio 25,000 less than 1% Robert W. Valpey 204,403 (4)(6) 7.4% Ted Valpey, Jr. 747,435 (7) 27.2% Michael J. Kroll 14,800 (8)(9) less than 1% Directors and Executive Officers as a Group (consisting of 9 individuals) 1,530,167 (1)-(9) 53.4% - --------------------- (1) Includes 1,500 shares owned by Mr. Fleisher's wife as to which he disclaims beneficial ownership. (2) Includes 64,300 shares jointly owned by Mr. Gill's wife and deposited as collateral by Mr. & Mrs. Gill in a joint margin account maintained by them with a registered broker-dealer. (3) Includes 120,000 shares issuable upon exercise of currently exercisable stock options. (4) 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. (5) Includes 25,750 shares owned by Mr. McArdle's wife as to which he disclaims beneficial ownership. (6) 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. (7) 300,000 of such shares are pledged as collateral to a bank to secure certain indebtedness of Mr. Ted Valpey, Jr. (8) Includes 8,700 shares jointly owned by Mr. Kroll's wife. (9) Includes 1,000 shares issuable upon exercise of currently exercisable stock options. ELECTION OF DIRECTORS Nominees The Board of Directors has amended the By-Laws of the Corporation, effective the date of the 1997 Annual Meeting, to decrease the number of directors from eight to seven. 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 69 prior to 1992. Robert B. Gill(a)(c) President and Chief 1983 55 Executive Officer of the Corporation since December 21, 1992; President of Laser Diode, Inc. (manufacturer of communication equipment) from prior to 1992 to December 1992. Lawrence Holsborg(b)(c)(d) Investor since prior 1986 63 to 1992. John J. McArdle III(a)(b) Employee of Prime 1992 47 Capital Group (financial consul- tants) since prior to 1992; President of RSC Realty Corporation (a subsidiary of the Corporation) since prior to 1992 and Secretary of the Corporation since prior to 1992; President and Chief Executive Officer of MetroWest Bank since January 1993. Robert W. Muir, Jr. CEO and President of 1996 48 Diamond Communication Products Inc. (manufac- turer of poleline hardware) since prior to 1992. Joseph W. Tiberio(a)(b) President, Century 1986 75 Manufacturing Co., Inc. (metal stamp- ing) since prior to 1992; President Ty-Wood Corporation (metal fabrication) since prior to 1992. Ted Valpey, Jr.(a)(c) Investor; Chairman 1980 64 of the Corporation since prior to 1992 and Chief Executive Officer of the Corporation from prior to 1992 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. Except for Mr. Muir, 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. Mr. Robert Valpey, a director who is not standing for reelection, is a member of the Executive Committee and the Stock Option-Compensation Committee. Robert Valpey and Ted Valpey, Jr. are brothers. The Board of Directors held five meetings during the last fiscal year. The Stock Option-Compensation Committee of the Board of Directors recommends to the Board of Directors the compensation for the Chairman and the Chief Executive Officer ("CEO"), approves the compensation recommendations of the CEO for corporate and executive officers, and subsidiary presidents and controllers, administers and approves option grants pursuant to the Corporation's 1992 Stock Option Plan, and approves the Corporation's contributions and 401(k) match under the Corporation's profit sharing 401(k) plan. The Stock Option-Compensation Committee held three meetings during 1996. 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 1996. 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 1996. 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 1996. 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 MetroWest Bank Ted Valpey, Jr. MetroWest 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 1996 Michael J. Kroll, Vice President and Treasurer of the Corporation, filed a delinquent Form 5 for 1994 reporting the granting of a stock option for 2,500 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 CEO and the other executive officer who was serving as such at the end of the Corporation's fiscal year ended December 31, 1996 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 1996 $200,000 -- -- $4,500 President and 1995 200,000 25,000 -- 4,500 CEO 1994 175,000 -- -- 4,500 Michael J. Kroll 1996 111,500 -- -- 3,532 Vice President 1995 111,500 -- -- 3,532 and Treasurer 1994 107,000 -- 2,500 3,210 - ----------------------------------------- (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 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 1996, 1995, or 1994. (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 $50,000 or 10% of such individual's cash compensation. (3) Represents amounts allocated under the Corporation's Profit Sharing and Savings Plan. Option Table - ------------ The following table sets forth option exercise activity in the last fiscal year and the fiscal year-end option values with respect to Mr. Gill and Mr. Kroll. No stock options were granted to Mr. Gill or Mr. Kroll during 1996. Aggregated Option Exercises in the Fiscal Year Ended December 31, 1996 and December 31, 1996 Option Values ---------------------------------------------- Shares Acquired Name On Exercise(#) Value Realized ($)(1) ------ -------------- --------------------- Robert B. Gill -- -- Michael J. Kroll 2,000 $120 Number of Securities Values of Underlying Unexercised Unexercised In-the-money Options at Options at 12/31/96 12/31/96 (2) ---------- ------------ Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- Robert B. Gill 120,000 30,000 $-0- $-0- Michael J. Kroll 1,000 1,500 -0- -0- - ------------------------- (1) Calculated by determining the difference between the exercise price and the market price on the day of exercise. (2) The fair market value of the Corporation's Common Stock at December 31, 1996 was $3.375 per share. The exercise price of all exercisable and unexercisable options to purchase shares held by Mr. Gill and 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. EXECUTIVE COMPENSATION REPORT OF THE STOCK OPTION-COMPENSATION COMMITTEE ------------------------------------ The Stock Option-Compensation Committee (the "Committee") of the Board of Directors consists of three non-employee directors, Eli Fleisher, Lawrence Holsborg and Robert W. Valpey. The Committee recommends to the Board of Directors the compensation for the Chairman and the CEO, approves the compensation recommendations of the CEO for corporate and executive officers, and subsidiary presidents and controllers, administers and approves option grants pursuant to the Corporation's 1992 Stock Option Plan, and approves the Corporation's contributions and 401(k) match under the Corporation's profit sharing 401(k) plan. Compensation Policy for Executive Officers - ------------------------------------------ The Committee's policy is that the Corporation's executive officers should be paid a salary commensurate with their responsibilities, should receive short-term incentive compensation in the form of a bonus determined in accordance with the Management Incentive Plan referred to below (which takes into account the Corporation's performance for a year), and should receive long-term incentive compensation in the form of stock options. The policy with respect to salaries of the executive officers, other than the CEO, is that it should be in an amount recommended by the CEO, and the current salary is in the amount so recommended. The considerations entering into the determination by the CEO of the salary for the named executive which he recommended to the Committee in 1996 was his subjective evaluation of the ability and past performance of the executive and his judgment of his potential for enhancing the profitability of the Corporation. The CEO advised the Committee that, in his subjective judgment based on his experience and knowledge of the market place, such salary was reasonable and proper in light of duties and responsibilities of the executive. On the recommendation of the Committee, the Board in 1995 adopted the Corporation's Management Incentive Plan (the "Plan"). The Plan sets a total corporate bonus pool (the "Bonus Pool") based on a range of per share operating profit (net of income tax amounts). Each executive officer is to receive from the Bonus Pool an amount equal to such percentage thereof as the Chairman recommends and as approved by the Committee. The Chairman has informed the Committee that his determinations of awards to be recommended from the Plan were based on his subjective evaluation of the performance of each executive during the year, which would include the executive's contribution to the Corporation's profitability for the year, the success of the executive in resolving problems and the extent to which the executive had been effective in laying the ground work for increased future profitability of the Corporation. The earnings in fiscal 1996 did not meet the Plan's performance ranges and accordingly, no bonuses were earned in 1996. The Committee's policy generally is to grant options to executives and other key employees under the Corporation's 1992 Stock Option Plan (the "Option Plan") and in amounts not exceeding the amounts recommended by the Chairman and the CEO. The recommendations of the Chairman and CEO for option grants reflect their subjective judgment of the performance of employees and the potential benefit to the Corporation from the grant of this form of incentive compensation. In recommending option grants the Chairman and CEO, among other things, consider the amount and terms of options granted in the past. No options were granted under the Option Plan to executive officers in the 1996 fiscal year. Section 162(m) of the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to the CEO and other named executive officer. Because of the range of compensation paid to its executive officers, the Committee has not established any policy regarding annual compensation to such executive officers in excess of $1,000,000. Compensation of the CEO in 1996 - ------------------------------- In March, 1996, the Committee recommended to the Board of Directors, which approved the recommendation, that the base salary of the CEO remain at the 1995 level of $200,000 based on the performance of the Corporation in fiscal 1995 and other subjective judgments made by the Committee. Eli Fleisher Lawrence Holsborg Robert W. Valpey Stock Option-Compensation Committee Compensation Committee Interlocks and Insider Participation - ----------------------------------------------------------- Mr. Holsborg was President of Matec Fiberoptics Inc., a subsidiary of the Corporation, prior to 1989. PERFORMANCE GRAPH The graph below compares the cumulative total shareholder return on the Corporation's Common Stock with the cumulative total return of the American Stock Exchange Index and a weighted index made up 40% of companies in the electronic components manufacturing business, 40% of companies in the fabricated metal products business and 20% of companies in the laboratory analytical instruments business, for the five years beginning December 31, 1991 and ending December 31, 1996 (assuming the investment of $100 on December 31, 1991, and reinvestment of all dividends). The Corporation selected the weighted index because the companies included therein are engaged in operations similar to those of the Corporation's three segments with the percentages being approximately the same as the revenues of the segments are of total revenues during the period since December 31, 1991. TOTAL SHAREHOLDER RETURNS --------------------------- American Measurement Period MATEC Stock Exchange Peer (Fiscal Year Covered) Corporation Index Group - --------------------- ----------- -------------- ----------- Measurement Pt-12/31/91 $100.00 $100.00 $100.00 FYE 12/31/92 71.40 101.06 104.06 FYE 12/31/93 79.05 120.78 112.23 FYE 12/31/94 91.80 109.78 113.64 FYE 12/31/95 81.60 138.77 147.24 FYE 12/31/96 68.85 147.65 163.02 Base Period Dec.91 Dec.92 Dec.93 Dec.94 Dec.95 Dec.96 MATEC CORPORATION 100 71.40 79.05 91.80 81.60 68.85 AMERICAN STOCK EXCHANGE IND 100 101.06 120.78 109.78 138.77 147.65 WEIGHTED PEER INDEX 100 104.06 112.23 113.64 147.24 163.02 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 1997. The consolidated financial statements of the Corporation and its subsidiaries included in the Annual Report to Stockholders for the fiscal year ended December 31, 1996 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 1998 annual meeting must be received by the Corporation no later than November 25, 1997. John J. McArdle III Secretary March 28, 1997 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-KSB for 1996, 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. MATEC CORPORATION PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR ANNUAL MEETING ON APRIL 28, 1997 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 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 28, 1997, the 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 28, 1997. The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement, each dated March 28, 1997. - ------------------------------------------------------------------------- | 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, Robert W. Muir, Jr., Joseph UNDERSIGNED'S VOTE IS TO W. Tiberio, 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 28, 1997 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 a number of 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 28, 1997. Thank you in advance for your prompt consideration of these matters. Sincerely, MATEC Corporation -----END PRIVACY-ENHANCED MESSAGE-----