-----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, Q4oFqunoWuMvIXPMOafIYbiOxRRN4TrxOwx+jL8kwjIl/DdUokmeMVqPSvf5mro2 kFf3Ip7KW5Zn/XZN4sVRaw== 0000918905-00-000006.txt : 20000418 0000918905-00-000006.hdr.sgml : 20000418 ACCESSION NUMBER: 0000918905-00-000006 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000518 FILED AS OF DATE: 20000417 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: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-04184 FILM NUMBER: 603327 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 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 Section 240.14a-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)(1) 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 Maryland corporation) NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TIME 10:00 A.M. on Thursday, May 18, 2000 PLACE MATEC CORPORATION 75 South Street Hopkinton, Massachusetts 01748 ITEMS OF BUSINESS (1) Election of nine directors; and (2) Consideration of such other business as may properly come before the meeting. RECORD DATE You are entitled to vote if you were a stockholder at the close of business on Wednesday, April 12, 2000. VOTING BY PROXY Please fill in, sign and mail the enclosed proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. For specific instructions, please refer to the Questions and Answers beginning on page 2 of this proxy statement and the instructions on the proxy card. By Order of the Board of Directors John J. McArdle III Secretary THIS NOTICE OF MEETING AND PROXY STATEMENT AND ACCOMPANYING PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT APRIL 17, 2000 MATEC CORPORATION 75 SOUTH STREET HOPKINTON, MASSACHUSETTS 01748 ________________________ PROXY STATEMENT __________________________ ANNUAL MEETING OF STOCKHOLDERS MAY 18, 2000 This proxy statement contains information related to the Annual Meeting of Stockholders of MATEC Corporation (the "Company"), to be held on Thursday, May 18, 2000, beginning at 10:00 a.m., at the offices of the Company, 75 South Street, Hopkinton, Massachusetts 01748, and at any postponements or adjournments of the meeting. The enclosed proxy is solicited by the Board of Directors. ABOUT THE MEETING WHAT IS THE PURPOSE OF THE ANNUAL MEETING? At the Company's annual meeting, stockholders will act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, including the election of nine directors. In addition, the Company's management will report on the performance of the Company during 1999 and respond to questions from stockholders. WHAT INFORMATION IS CONTAINED IN THESE MATERIALS? The information included in this proxy statement relates to the matters to be voted on at the meeting, the voting process, the compensation of directors and the Company's most highly paid officers, and certain other required information. The Company's 1999 Annual Report which contains the Company's 1999 Consolidated Financial Statements accompanies this proxy statement. WHO IS ENTITLED TO VOTE AT THE MEETING? Only stockholders of record at the close of business on the record date, April 12, 2000, are entitled to receive notice of the annual meeting and to vote the shares of Common Stock that they held on that date at the meeting, or any postponements or adjournments of the meeting. WHAT ARE THE VOTING RIGHTS OF THE HOLDERS OF COMMON STOCK OF THE COMPANY? Each outstanding share of Common Stock will be entitled to one vote on each matter to be voted upon at the meeting. -2- WHO CAN ATTEND THE MEETING? All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. WHAT CONSTITUTES A QUORUM? The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock outstanding on the record date will constitute a quorum, permitting the meeting to conduct its business. As of the record date, 2,739,148 shares of Common Stock of the Company were outstanding. HOW DO I VOTE? If you complete and properly sign the accompanying proxy card and return it to the Company, it will be voted as you direct. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. "Street name" stockholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares. CAN I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD? Yes. Even after you have submitted your proxy, you may change your vote at any time before the proxy is exercised by filing with the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. The powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy. WHAT ARE THE BOARD'S RECOMMENDATIONS? Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board of Directors. The Board recommends a vote FOR election of the nominated slate of directors (see pages 6-8). Other than the election of directors as described in this proxy statement, the Company does not expect any matters to be presented for a vote at the annual meeting. If you grant a proxy, the persons named as proxy holders will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason any of the nominees named in this proxy statement is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board of Directors. WHAT VOTE IS REQUIRED TO ELECT DIRECTORS? The affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors. A properly executed proxy marked "WITHHOLD" with respect to the -3- election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Set forth in the table below is information concerning the ownership as of April 12, 2000 of the Common Stock of the Company by persons who, to the knowledge of the Board of Directors, own more than 5% of the outstanding shares of Common Stock of the Company. The table also shows information concerning beneficial ownership by all other directors, by each nominee for director, by each of the executive officers of the Company and by all directors and executive officers as a group. 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 Beneficial Owner Beneficially Owned of Class - ------------------- ------------------ ---------- John J. McArdle III 187,962(1)(2) 6.9% MetroWest Bank 15 Park Street Framingham, MA 01701 Steel Partners II, L.P. 138,800(3) 5.1% Warren Lichtenstein 150 East 52nd Street New York, NY 10022 Mary R. and 207,400 7.6% Emile Vaccari 508 40th Street Union City, NJ 07087 Robert W. Valpey 204,403(1)(4) 7.5% Route 25 P.O. Box 249 Center Harbor, NH 03226 -4- Name and Address Amount Percentage of Beneficial Owner Beneficially Owned of Class - ------------------- ------------------ ---------- Ted Valpey, Jr. 737,035 26.9% P.O. Box 4100 Portsmouth, NH 03801 Other Directors, Nominees and Executive Officers Richard W. Anderson 85,000(5) 3.1% Michael Deery -- less than 1% Eli Fleisher 100,000(6) 3.7% Lawrence Holsborg 114,267 4.2% Michael P. Martinich -- less than 1% Robert W. Muir, Jr. 25,800 less than 1% Joseph W. Tiberio 25,000 less than 1% Michael J. Kroll 16,769(7)(8) less than 1% Directors and Executive 1,206,833(1)-(2)(6)-(8) 44.0% Officers as a Group (consisting of 9 individuals) ______________________________ (1) 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 four trustees. (2) Includes 25,750 shares owned by Mr. McArdle's wife as to which he disclaims beneficial ownership. (3) Mr. Lichtenstein is Chairman of the Board, Chief Executive Officer and sole managing member of Steel Partners, L.L.C., a Delaware limited liability company, which is the General Partner of Steel Partners II. By virtue of his position with Steel Partners II, Mr. Lichtenstein has the sole power to vote and dispose of the shares of the Company owned by Steel Partners II. (4) 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. (5) Includes 85,000 shares of Common Stock held by Massachusetts Capital Resource Company ("MCRC") as to which Mr. Anderson disclaims beneficial ownership. By virtue of his position as Senior Vice President of MCRC, Mr. Anderson has shared power to vote and dispose of the shares of the Company owned by MCRC. (6) Includes 1,500 shares owned by Mr. Fleisher's wife as to which he disclaims beneficial ownership. (7) Includes 8,700 shares jointly owned by Mr. Kroll's wife. (8) Includes 1,469 shares issuable upon exercise of currently exercisable stock options. -5- 1. ELECTION OF DIRECTORS NOMINEES On March 14, 2000 the Board of Directors of the Company amended Article III, Section 1 of the Bylaws of the Company effective at the time of the 2000 Annual Meeting of Stockholders increasing the number of directors from eight to nine. Nine 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. The following table sets forth certain information furnished to the Company regarding the persons who are nominees for election as directors of the Company: Year First Principal Occupation Elected Name of Nominee for Past Five Years Director Age - --------------- -------------------- -------- --- Richard W. Anderson Senior Vice President of - 52 Massachusetts Capital Resource Company (a private investment company) since prior to 1995. Michael Deery President and Chief Operating 1999 54 Officer of Valpey Fisher Corporation, a subsidiary of the Company, since September 1999; Vice President of International Manufacturing of Tambrands, Inc. (health care products) from prior to 1995 to 1998. Eli Fleisher Investor since prior to 1995. 1977 72 Lawrence Holsborg Investor since prior to 1995. 1986 66 -6- Year First Principal Occupation Elected Name of Nominee for Past Five Years Director Age - --------------- -------------------- -------- --- Michael P. Martinich Director of Operations of Sirocco 1999 32 Systems, Inc. (data communications) since November 1998; Senior Manager-New Products of Ascend Communications (data communications) from July 1997 to November 1998; Material Manager of Cascade Communications from January 1997 to June 1997; Material Manager of Sahara Networks (data communications) from 1995 to January 1997. John J. McArdle III Chief Executive Officer of 1992 50 MetroWest Bank since prior to 1995; President of MetroWest Bank since prior to 1995 to April 1998; Employee of Prime Capital Group (financial consultants) since prior to 1995; Secretary of the Company since prior to 1995. Robert W. Muir, Jr. President of The Diamond Group 1996 51 (investment company) since August 1998; Vice President Corporate Development, Thomas & Betts Electrical Supply from October 1997 to August 1998; CEO and President of Diamond Communication Products Inc. (manufacturer of poleline hardware) from prior to 1995 to July 1997. -7- Year First Principal Occupation Elected Name of Nominee for Past Five Years Director Age - --------------- -------------------- -------- --- Joseph W. Tiberio President, Century Manufacturing 1986 78 Co., Inc. (metal stamping) since prior to 1995; President, Ty-Wood Corporation (metal fabrication) since prior to 1995. Ted Valpey, Jr. Investor; Chairman of the 1980 67 Company since prior to 1995 and Chief Executive Officer of the Company since April 28, 1997. Except for Messrs. Anderson, Deery and Martinich 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. Deery was elected a director at a meeting of the Board of Directors held September 10, 1999. Mr. Martinich was elected a director at a meeting of the Board of Directors held October 28, 1999. The Board of Directors met seven (7) times during 1999. Each director attended more than 75% of the total number of meetings of the Board and Committees on which he served. The Board of Directors has standing Audit, Executive, Nominating and Stock Option - Compensation Committees. Audit Executive ----- --------- Lawrence Holsborg John J. McArdle III John J. McArdle III Robert W. Muir, Jr. Joseph W. Tiberio Joseph W. Tiberio Ted Valpey, Jr. Stock Option - Nominating Compensation ---------- ---------------- Lawrence Holsborg Eli Fleisher John J. McArdle III Lawrence Holsborg Ted Valpey, Jr. Robert W. Muir, Jr. -8- AUDIT COMMITTEE 2 meetings in 1999 * recommends the appointment of the Company's independent accountants; * reviews the plan and results of the yearly audit by the independent accountants; * reviews the Company's system of internal controls and procedures; and * where necessary, investigates matters relating to the audit functions. EXECUTIVE COMMITTEE 1 meeting in 1999 * Exercises all the powers of the Board when the Board is not in session, except those which by law cannot be delegated by the Board of Directors. NOMINATING COMMITTEE 1 meeting in 1999 * Reviews and makes recommendations to the Board regarding potential candidates for nomination as directors. The Nominating Committee seeks potential nominees for Board membership in various ways and will consider suggestions submitted by stockholders. Such suggestions, together with appropriate biographical information, should be submitted to the Secretary of the Company. STOCK OPTION - COMPENSATION COMMITTEE 1 meeting in 1999 * recommends to the Board of Directors the compensation for the Chairman and 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 Company's 1992 and 1999 Stock Option Plans; and * approves the Company's contributions and 401(k) match under the Company's Profit Sharing 401(k) Plan. -9- Actions taken by any of the foregoing committees are reported to the Board. Except as set forth below none of the directors or nominees is a director of any company (other than the Company) 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 -------- ----------- Richard W. Anderson Providence and Worcester Railroad Company John J. McArdle III MetroWest Bank Ted Valpey, Jr. MetroWest Bank DIRECTOR COMPENSATION Each outside director is paid an annual director's fee of $2,500 plus $750 for each meeting of the Board of Directors attended. Each outside director who is a member of a Committee is paid $750 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 $350 per Committee meeting. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires directors, executive officers and holders of more than 10% of the Company's Common Stock to file with the Securities and Exchange Commission reports regarding their ownership and changes in ownership of the Company's securities. The Company believes that, during 1999, its directors, executive officers and 10% shareowners complied with all Section 16(a) filing requirements. In making this statement, the Company has relied upon examination of the copies of Forms 3, 4 and 5 provided to the Company and the written representations of its directors, executive officers and stockholders. -10- EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION The Summary Compensation Table below sets forth compensation information for each of the Company's last three fiscal years for the CEO and the other executive officer whose total annual salary for such fiscal year exceeded $100,000. SUMMARY COMPENSATION TABLE Annual Compensation(1)(2) ------------------------- Name and Principal All Other Position Year Salary Bonus Compensation(3) - --------- ---- ------ ----- --------------- Ted Valpey, Jr. 1999 $80,000 $25,000 $3,634 (CEO and 1998 80,000 -- 3,235 President since 1997 80,000 25,000 2,531 April 28, 1997, and Chairman)(4) Michael J. Kroll 1999 111,500 6,000 5,236 (Vice President 1998 111,500 -- 3,847 and Treasurer) 1997 111,500 15,000 3,741 _____________________________ (1) For 1999, 1998 and 1997 the Company maintained a Management Incentive Plan (the "Incentive Plan") which provides cash payments to key managers of the Company based on the achievement of defined profit objectives by various operating units and other transaction and performance- oriented goals. The Company paid no amounts to any of the named officers pursuant to the Incentive Plan in 1999, 1998 or 1997. (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 Company's Profit Sharing 401(k) Plan. (4) Mr. Valpey was elected CEO on April 28, 1997. He served as Chairman of the Company for 1997, 1998 and 1999. The amounts set forth in the table with respect to 1997 includes all amounts paid to Mr. Valpey as compensation in 1997. The Company had reimbursed Mr. Valpey since prior to January 1, 1997 at the rate of $4,000 per month for office, secretarial and other business expenses. Effective in April 1998 such reimbursement for office, secretarial and other business expenses was increased to $5,000 per month. -11- OPTION TABLE The following table sets forth the fiscal year-end option values with respect to the named officers. No stock options were granted to or exercised by the named officers during 1999. December 31, 1999 Option Values ------------------------------- Number of Securities Values of Unexercised Underlying Unexercised In-the-Money Options at Options at 12/31/99 12/31/99(1) ---------------------- ----------------------- Exercisable Unexercisable Exercisable Unexercisable ----------- ------------- ----------- ------------- Ted Valpey, Jr. -- -- -- -- Michael J. Kroll 1,469 -- $4,892 -- ____________________ (1) Calculated by determining the difference between the exercise price and the closing price on December 30, 1999. CERTAIN TRANSACTIONS Robert W. Muir, Jr. owned 27.12% of entities which on April 15, 1998 acquired substantially all the assets of the Company's subsidiary Bergen Cable Technologies, Inc. for a purchase price consisting of $7,500,000 in cash, a 12% subordinated promissory note in the principal amount of $1,250,000, a 10% stock and membership interest in the acquiring entities and the assumption by the acquiring entities of certain liabilities, including trade payables. The 12% subordinated promissory note was paid in full on May 13, 1999. Richard W. Anderson is Senior Vice President of Massachusetts Capital Resources Company ("MCRC"). At December 31, 1999, the Company was indebted to MCRC in the amount of $1,000,000 which amount was repaid in full in January 2000. In January 2000 MCRC exercised its warrant to purchase 85,000 shares of Common Stock of the Company at an exercise price of $3.00 per share. -12- 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. Muir, Jr. 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 Company's 1992 and 1999 Stock Option Plan, and approves the Company's contributions and 401(k) match under the Company's Profit Sharing 401(k) Plan. COMPENSATION POLICY FOR EXECUTIVE OFFICERS The Committee's policy is that the Company's executive officers should be paid a salary commensurate with their responsibilities, should receive short-term incentive compensation in the form of a bonus, and should receive long- term incentive compensation in the form of stock options. The policy with respect to salary of the executive officer, other than the CEO, is that it should be in an amount recommended by the CEO, and the current salary of such executive officer 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 1999 were his subjective evaluation of the ability and past performance of the executive and his judgment of his potential for enhancing the profitability of the Company. The CEO advised the Committee that, in his subjective judgment based on his experience and knowledge of the marketplace, such salary was reasonable and proper in light of the duties and responsibilities of the executive. On the recommendation of the Committee, the Board has adopted the Company's Management Incentive Plan (the "Plan"). However, for 1999, the Committee recommended that corporate management, including the executive officers named in the Summary Compensation Table, not be eligible to participate in the Plan. The Committee did however recommend payment of a bonus of $6,000 to Mr. Kroll. The Committee's policy generally is to grant options to executives and other key employees under the Company's 1992 and 1999 Stock Option Plan (the "Option Plan") and in amounts not exceeding the amounts recommended by the CEO. The recommendations of the CEO for option grants reflect the subjective judgment of the CEO of the performance of employees and the potential benefit to the Company from the grant of this form of incentive compensation. In recommending option grants the CEO, among other things, considers the amount and terms of options granted in the past. No options were granted under the Option Plan to executive officers in the 1999 fiscal year. -13- 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 1999 On April 28, 1997 Mr. Valpey was elected CEO. At the time of his election by the Board of Directors, the Board determined to continue to pay Mr. Valpey $80,000 per annum, the amount he had been receiving as Chairman. On February 2, 2000, the Board of Directors approved a bonus of $25,000 for Mr. Valpey based upon the improved operating performance of the Company, which amount is included in the Summary Compensation Table. Eli Fleisher Lawrence Holsborg Robert W. Muir, Jr. Stock Option-Compensation Committee COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Ted Valpey, Jr. serves on the Compensation Committee of MetroWest Bank, of which Mr. McArdle is Chief Executive Officer. Mr. Holsborg was President of Matec Fiberoptics Inc., a subsidiary of the Corporation, prior to 1989. Robert W. Muir, Jr. owned 27.12% of entities which on April 15, 1998 acquired substantially all the assets of the Company's subsidiary Bergen Cable Technologies, Inc. for a purchase price consisting of $7,500,000 in cash, a 12% subordinated promissory note in the principal amount of $1,250,000, a 10% stock and membership interest in the acquiring entities and the assumption by the acquiring entities of certain liabilities, including trade payables. The 12% subordinated promissory note was paid in full on May 13, 1999. See "CERTAIN TRANSACTIONS." -14- PERFORMANCE GRAPH The graph below compares the cumulative total shareholder return on the Company's Common Stock with the cumulative total return of the American Stock Exchange Index, and a peer index ("Peer Group") made up of 45 companies in the electronic components manufacturing business, for the five years beginning December 31, 1994 and ending December 31, 1999 (assuming the investment of $100 on December 31, 1994, and the reinvestment of all dividends). [GRAPH] Base Period Dec 94 Dec 95 Dec 96 Dec 97 Dec 98 Dec 99 MATEC CORPORATION 100 88.89 75.00 91.67 122.22 203.70 AMERICAN STOCK EXCHANGE IND 100 126.42 134.50 157.86 158.87 202.22 PEER GROUP 100 117.55 137.09 147.91 155.94 234.19 2. OTHER MATTERS AUDIT AND RELATED MATTERS The Board of Directors has selected Deloitte & Touche LLP, independent certified public accountants, as auditors of the Company for 2000. The consolidated financial statements of the Company and its subsidiaries included in the Annual Report to Stockholders for the fiscal year ended December 31, 1999 were examined by Deloitte & Touche LLP. Representatives of Deloitte & Touche LLP 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. -15- ADDITIONAL INFORMATION The cost of solicitation of Proxies will be borne by the Company. If necessary to ensure satisfactory representation at this meeting, Proxies may be solicited to a limited extent by telephone or personal interview by officers and employees of the Company. Such solicitation will be without cost to the Company, 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 therefor will be reimbursed by the Company. STOCKHOLDER'S PROPOSALS From time to time shareholders present proposals which may be proper subjects for inclusion in the Proxy Statement and for consideration at an annual meeting. Shareholders who intend to present proposals at the 2001 Annual Meeting, and who wish to have such proposals included in the Company's Proxy Statement for the 2001 Annual Meeting, must be certain that such proposals are received by the Company's Secretary at the Company's executive offices, 75 South Street, Hopkinton, Massachusetts 01748, not later than December 3, 2000. Such proposals must meet the requirements set forth in the rules and regulations of the Securities and Exchange Commission in order to be eligible for inclusion in the Proxy Statement. Shareholders who intend to present a proposal at the 2001 Annual Meeting but who do not wish to have such proposal included in the Company's Proxy Statement for such meeting must be certain that notice of such proposal is received by the Company's Secretary at the Company's executive offices not later than February 26, 2001. BY ORDER OF THE BOARD OF DIRECTORS JOHN J. MCARDLE III SECRETARY APRIL 12, 2000 -16- UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER OF THE COMPANY, THE COMPANY WILL PROVIDE TO SUCH STOCKHOLDER A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1999, 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 COMPANY'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. -17- MATEC CORPORATION Proxy Solicited by the Board of Directors for Annual Meeting on May 18, 2000 The undersigned hereby constitutes and appoints TED VALPEY, JR. and MICHAEL J. KROLL, either 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 (the "Company") 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 May 18, 2000, at the offices of the Company, 75 South Street, Hopkinton, Massachusetts 01748, 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 as follows on the proposal set forth on the reverse side and described in the Proxy Statement dated April 12, 2000. The undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement, each dated April 12, 2000. UNLESS OTHERWISE SPECIFIED IN THE SPACE PROVIDED, THE UNDERSIGNED'S VOTE IS TO BE CAST "FOR" THE ELECTION AS DIRECTORS OF THE PERSONS NAMED IN THE PROXY STATEMENT DATED APRIL 12, 2000. - ----------------------------------------------------------------------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. - ----------------------------------------------------------------------- HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ MATEC CORPORATION Mark box at right if an address change or comment has been noted [ ] on the reverse side of this card. CONTROL NUMBER: RECORD DATE SHARES: A vote "FOR" Item 1 is recommended by the Board of Directors. 1. The election of nine directors. Nominees: (01) Richard W. Anderson For All With- For All (02) Michael Deery Nominees hold Except (03) Eli Fleisher [ ] [ ] [ ] (04) Lawrence Holsborg (05) John J. McArdle III (06) Michael P. Martinich (07) Robert W. Muir, Jr. (08) Joseph W. Tiberio (09) Ted Valpey, Jr. NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the "For All Except" box and strike a line through that nominee's name. Your shares will be voted for the remaining nominees. Please be sure to sign and date IMPORTANT: In signing this Proxy, this Proxy. please sign your name or names in the box at left in the exact form Date ________________ appearing on this Proxy. When signing as an attorney, executor, administrator, trustee or guardian, please give your full _____________________ _____________________ title as such. EACH JOINT TENANT Stockholder sign here Co-owner sign here MUST SIGN. DETACH CARD DETACH CARD -----END PRIVACY-ENHANCED MESSAGE-----