Analogic Corporation
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT
NO. )
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þ Definitive
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Analogic Corporation
(Name of Registrant as Specified In Its Charter)
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TABLE OF CONTENTS
Analogic Corporation
Notice of Annual Meeting of Stockholders
of Analogic Corporation to be held on January 27, 2006
The Annual Meeting of Stockholders (the Meeting) of Analogic Corporation (the
Company) will be held at the Companys headquarters located at 8 Centennial Drive, Peabody,
Massachusetts 01960, on Friday, January 27,2006, at 11:00 oclock in the morning for the
following purposes:
(1) To elect three (3) Class II directors for a three-year term, to hold office until the 2009
Annual Meeting
of Stockholders and until their respective successors have been duly elected and qualified.
(2) To act upon a shareholder proposal that the Companys stockholders request the Companys
Board of
Directors to take the necessary steps to provide that all directors have a one-year term of
office, including approval
of amendments to the Restated Articles of Organization and the By-Laws of the Company to
eliminate the staggered Board of Directors terms and submission of such amendments for stockholder approval to
the extent
required.
(3) To act upon any and all matters incidental to any of the foregoing and transact such other
business as
may legally come before the Meeting or any adjourned session or sessions thereof.
The Board of Directors has fixed the close of business on December 10, 2005, as the record
date for determining the stockholders having the right to notice of and to vote at the Meeting.
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ALEX A. VAN ADZIN
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Secretary |
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December 22, 2005
IF YOU ARE ENTITLED TO VOTE AT THE MEETING,
KINDLY EXECUTE AND MAIL THE ENCLOSED PROXY
ALOCM-PS-06
Analogic Corporation
8 Centennial Drive
Peabody, Massachusetts 01960
PROXY STATEMENT
For the Annual Meeting of Stockholders
to be held on January 27, 2006
This Proxy Statement is
furnished on behalf of the Board of Directors of Analogic
Corporation (the Company) in connection with the solicitation of proxies for use at the annual
meeting of stockholders of the Company to be held on January 27, 2006 (the Meeting), and is
being mailed, together with the form of proxy solicited, on or about
December 22, 2005, to each
stockholder of record of the Company as of the close of business on
December 10, 2005.
The enclosed proxy, if executed and returned, will be voted by the persons named in the proxy
as directed in the proxy and, in the absence of such direction, for the election of the three
nominees as directors, against the stockholder proposal relating to the declassification of the
Companys Board of Directors, and in accordance with their best judgment as to any other matters
which are properly brought before the Meeting.
Any stockholder giving a proxy in the enclosed form (the Proxy) retains the power to revoke
it at any time prior to the exercise of the powers conferred thereby. Such revocation may be
effected by any means which are sufficient to revoke a power of attorney, including the giving of
written notice of revocation to the Company at the above address or to its transfer agent, or the
execution and delivery to the Company or its transfer agent of a subsequent Proxy. Attendance of
the stockholder at the Meeting in person will not, however, be deemed to revoke the Proxy unless
the stockholder affirmatively indicates his/her intention to vote the shares in person by so
advising the presiding officer or the Secretary at the Meeting.
Quorum and Vote Required
The holders of record of shares of the Companys common stock (the Common Stock), $.05
par value, at the close of business on December 10, 2005, may vote at the Meeting. On December 10,
2005, there were issued and outstanding 13,828,390 shares of Common Stock. Each share of Common
Stock is entitled to one vote on each of the matters listed in the Notice of Annual Meeting of
Stockholders of Analogic Corporation to be held on January 27, 2006.
The holders of a majority of the shares of Common Stock issued and outstanding at the close of
business on December 10, 2005, shall constitute a quorum for the transaction of business at the
Meeting. Shares of Common Stock represented in person or by proxy (including shares that abstain or
do not vote with respect to one of more of the matters presented for stockholder approval) will be
counted for purposes of determining whether a quorum is present at the Meeting.
The affirmative vote of the holders of a plurality of the votes cast by the holders of Common
Stock is required for the election of directors. The affirmative vote of the holders of a majority
of the shares of Common Stock voting on the matter is required for the approval of the stockholder
proposal relating to the declassification of the Companys Board of Directors.
Shares that abstain from voting as to a particular matter will be considered to be represented
at the Meeting with respect to that matter. However, shares held in street name by a broker or
nominee that indicates on a proxy that it does not have discretionary authority to vote as to a
particular matter will not be considered as shares represented with respect to that matter.
Accordingly, abstentions and broker non-votes will have no effect on the voting for the election
of directors or the stockholder proposal relating to the declassification of the Companys Board of
Directors.
1
Stock Ownership
The following table sets forth information as to all persons (including any group, as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the Exchange Act)) known by
the Company to have owned beneficially 5% or more of its Common Stock as of August 31, 2005, based
upon information received from or on behalf of the persons named. Unless otherwise noted, the
Company believes that the beneficial owners listed have sole voting and investment power with
respect to the shares listed.
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Amount and Nature of |
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Percent of Class |
Name and Address |
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Beneficial Ownership |
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(as of August 31, 2005) |
T. Rowe Price Associates,
Inc. (1) 100 East Pratt
Street |
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1,150,680 |
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8.3 |
% |
Baltimore, Maryland 21202
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OppenheimerFunds, Inc. (1)
92 World Financial Center,
11th Floor |
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729,800 |
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5.3 |
% |
New York, New York 10281-1008 |
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(1) |
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The Company has been advised by T. Rowe Price Associates, Inc. and
OppenheimerFunds, Inc. that in their capacity as investment advisors, each is deemed
a beneficial owner of the Companys Common Stock as of
August 31, 2005, in the amount
indicated next to each name, respectively. |
2
PROPOSAL 1
ELECTION OF DIRECTORS
The Companys Restated Articles of Organization and By-Laws, as amended, provide for the
division of the Board of Directors into three classes, each having a staggered, three-year term of
office. One class expires each year. The terms of three directors, James J. Judge, Bruce W.
Steinhauer, and Gerald L. Wilson, will expire at the Meeting. James J. Judge, Bruce W. Steinhauer,
and Gerald L. Wilson have been nominated for election as Class II directors, to hold office until
the 2009 Annual Meeting of Stockholders and until their respective successors have been duly
elected and qualified.
The persons named in the enclosed Proxy will vote to elect as directors the three nominees
named above, all of whom are presently directors of the Company, unless authority to vote for the
election of any or all of the nominees is withheld by marking the Proxy to that effect. In the
event that any nominees should be unable to serve, discretionary authority is reserved for the
named Proxy holders to vote for a substitute, or to reduce the number of directors to be elected,
or both. Management has no reason to believe that any of the nominees will be unwilling or unable
to serve if elected.
The Board of Directors recommends a vote FOR each of the nominees.
The following table sets forth certain information with respect to the beneficial ownership
of the Companys Common Stock, as of October 31, 2005, by each director and nominee for director
of the Company, each executive officer, and all directors, nominees for directors, and executive
officers of the Company as a group. The table also sets forth certain additional information with
respect to each director and nominee for director of the Company, including the year in which the
term of office of each director and nominee for director (if elected) expires.
3
Nominees for Class II director are indicated by two asterisks (**).
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Amount and Nature of Benefical |
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Ownership of the |
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Percent |
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Principal Occupation |
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Director |
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Companys Common Stock |
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of |
Name |
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Age |
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or Employment |
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Since |
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as of October 31, 2005 (1) |
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Class |
If elected, term expires in 2009: |
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James J. Judge**(2)(5) |
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49 |
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Senior Vice President, Chief |
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2005 |
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0
shares |
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0 |
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Financial Officer and |
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Treasurer of NSTAR Corporation |
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Bruce W. Steinhauer** (2)(3)(5) |
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72 |
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President and Chief Executive |
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1993 |
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11,667 shares(6) |
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* |
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Officer of The Regional Medical |
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Center at Memphis |
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Gerald L. Wilson** (2)(3)(4)(5) |
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66 |
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Former Dean, School of |
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1980 |
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4,667 shares (7) |
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* |
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Engineering, and Professor, |
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Massachusetts Institute of Technology |
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Term expires in 2008: |
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M. Ross Brown (4)(5) |
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71 |
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Retired Vice President of |
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1984 |
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1,667 shares (8) |
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* |
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Analogic Corporation |
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Edward F. Voboril (2)(3)(5) |
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63 |
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Chairman and CEO of Wilson |
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1990 |
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11,667 shares (9) |
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* |
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Greatbatch Technologies, Inc. |
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Michael T. Modic (3)(5) |
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56 |
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Chairman of the Division of |
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2001 |
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5,000 shares (10) |
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* |
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Radiology at the Cleveland |
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Clinic Foundation |
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Term expires in 2007: |
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Bernard M. Gordon (4) |
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78 |
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Former Chairman of the Board |
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1969 |
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308,103 shares (11) |
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2.2% |
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and Former Chief Executive Officer |
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John A. Tarello (3)(4)(5) |
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74 |
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Chairman of the Board and Retired |
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1979 |
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6,667 shares (12) |
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* |
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Senior Vice President of Analogic |
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Corporation |
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John W. Wood Jr. |
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62 |
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President and Chief |
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2004 |
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48,750 shares (13) |
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* |
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Executive Officer |
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Executive Officers
(Other than Mr. Wood, listed above) |
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Edmund F. Becker, Jr. |
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69 |
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Executive Vice President and |
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N/A |
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12,480 shares (14) |
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* |
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Chief Operating Officer |
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John J. Millerick |
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57 |
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Senior Vice President, |
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N/A |
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22,501 shares (15) |
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* |
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Chief Financial Officer, and |
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Treasurer |
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Alex A. Van Adzin |
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53 |
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Vice President, General |
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N/A |
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8,250 shares (16) |
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* |
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Counsel, and Secretary |
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Beneficial Ownership of Shares by All
Current Directors and Executive Officers
as a Group (12 persons) |
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441,419
shares |
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3.2% |
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* |
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Represents less than 1% ownership. |
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(1) |
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The amounts shown are based
upon information furnished by the individual directors and officers. Unless otherwise noted, the beneficial
owners have sole voting and investment power with respect to the shares listed. |
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(2) |
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Member of Audit Committee. |
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(3) |
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Member of Compensation Committee. |
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(4) |
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Member of Business Operations Committee. |
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(5) |
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Member of Nominating and Corporate Governance Committee. |
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Includes 11,667 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(7) |
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Includes 1,667 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(8) |
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Includes 1,667 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(9) |
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Includes 11,667 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(10) |
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Includes 5,000 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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Mr. Gordon serves as a Co-Trustee of The Bernard Gordon Charitable Remainder Unitrust (the Trust).
The Trustees have full power to vote or dispose of the shares held by the Trust. Upon the death of Mr. Gordon, all of the assets of the Trust, in
general, will be distributed to The Gordon
Foundation, a section 501(c)(3) trust under the United States
Internal Revenue Code formed by Mr. Gordon with its principal office located at 14 Electronics Avenue, Danvers, Massachusetts. The total shares reported
above as of October 31, 2005, include 15,623 shares owned by The Gordon Foundation, and 1,667 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005 |
4
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(12) |
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Includes 6,667 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(13) |
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Includes 3,750 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(14) |
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Includes 3,000 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(15) |
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Includes 7,501 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
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(16) |
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Includes 1,250 shares issuable upon exercise of options exercisable within 60 days of October 31, 2005. |
Bernard M. Gordon was the Chairman of the Board of Directors of the Company from 1969 to
April 2004, and was President from 1980 to 1995 and from October 2001 to April 2003. Mr. Gordon was
Executive Chairman from February 2002 to April 2004 and Chief Executive Officer from 1973 to 2000
and from February 2002 to August 2003. Mr. Gordon is the Chairman of the Board of Directors of the
Lahey Clinic. Mr. Gordon is also the President of Neurologica Corp. and has been since February
2004. Neurologica develops and manufactures imaging equipment for neurological scanning
applications.
John A. Tarello retired from the Company in November 1999. Mr. Tarello has been the Chairman
of the Board of Directors of the Company since April 2004. Mr. Tarello was the Companys
Controller from May 1970 to July 1982, a Vice President of the Company from 1971 to 1980, a Senior
Vice President from 1980 to 1999, and Treasurer from 1985 to 1999.
John W. Wood Jr. joined the Company as President in April 2003, was appointed as the Chief
Executive Officer in August 2003, and was elected as a director of the Company in January 2004. He
served as President of Peek Ltd., a developer and supplier of electronics for traffic and
transport and a division of Thermo Electron Corporation, from 1998 to 2001, and as a Senior Vice
President of Thermo Electron Corporation, a developer and manufacturer of high-technology
instruments in the life sciences and other industries, from 1995 to 1998. Prior to that time, he
served for a number of years as the President and Chief Executive Officer of Thermedics, a
manufacturer of detection instruments for security and quality assurance applications and
biomedical materials and products and a subsidiary of Thermo Electron Corporation.
M. Ross Brown retired from the Company in November 1999. Mr. Brown joined the Company in
August 1984 and was responsible for managing its manufacturing operations. He was elected as a
Vice President in October 1984.
Edward F. Voboril has been the President and Chief Executive Officer of Wilson Greatbatch
Technologies, Inc. of Clarence, New York, since December 1990. He was elected as the Chairman of
the Board of that company in 1997. Wilson Greatbatch Technologies is a developer and manufacturer
of power sources, wet tantalum capacitors, and precision engineered components and sub-assemblies
used in implantable medical devices.
Dr. Gerald L. Wilson is the former Dean of the School of Engineering at the Massachusetts
Institute of Technology (MIT) and the Vannevar Bush Professor of Engineering at MIT. Dr. Wilson
has served on MITs faculty since 1965 and currently serves as a Professor of Electrical and
Mechanical Engineering. He is a trustee of NSTAR Corporation and a director of Evergreen Solar,
Inc.
Dr. Bruce W. Steinhauer became the President and Chief Executive Officer of The Regional
Medical Center at Memphis in 1998. Prior to this position, he was the Chief Executive Officer of
the Lahey-Hitchcock Clinic from 1992 to 1998. Prior to that, he was the Senior Vice President for
Medical Affairs and Chairman of the Board of Governors for the Medical Group Practice of the Henry
Ford Hospital from 1988 to 1992.
Dr. Michael T. Modic has been the Chairman of the Division of Radiology at the Cleveland
Clinic Foundation in Cleveland, Ohio, since 1989, and has been on its Board of Governors since
2000. Dr. Modic also has been a Professor of Radiology at The Ohio State University College of
Medicine and Public Health since 1993.
James J. Judge has been the Senior Vice President, Chief Financial Officer, and Treasurer of
NSTAR Corporation since 1999. Prior to that, he held a number of executive positions at BEC
Energy/ Boston Edison.
5
CORPORATE GOVERNANCE
The Companys Board of Directors has long believed that good corporate governance is important
to ensure that the Company is managed for the long-term benefit of its stockholders. During the
past year, the Companys Board of Directors has continued to review its governance practices in
light of the Sarbanes-Oxley Act of 2002, the rules and regulations of the United States Securities
and Exchange Commission (SEC), and the listing standards of the Nasdaq Stock Market. This section
describes key corporate governance guidelines and practices that the Company has adopted. Complete
copies of the corporate governance guidelines, committee charters, and code of business conduct and
ethics described below are posted on the Corporate Governance section of the Companys website,
which is located at www.analogic.com Alternatively, you can request a copy of any of these documents by writing to
Analogic Corporation, 8 Centennial Drive, Peabody, Massachusetts 01960, Attention: Alex A. Van
Adzin, Vice President, General Counsel, and Secretary.
Corporate Governance Guidelines
The Board has adopted corporate governance guidelines (the Corporate Governance Guidelines)
to assist the Board in the exercise of its duties and responsibilities, and to serve the best
interests of the Company and its stockholders. The Corporate Governance Guidelines provide a
framework for the conduct of the Boards business and specify, among other matters, that:
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the principal responsibility of the directors is to oversee the management of the Company; |
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a majority of the members of the Board shall be independent directors; |
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the independent directors shall meet in executive session at least semi-annually; |
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directors have full and free access to officers and employees of the Company and, as
necessary, independent advisors; |
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the Board and the Companys management shall conduct a mandatory orientation program
for new directors, and all directors are expected to be involved in continuing director education on an
ongoing basis; and |
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the Boards responsibilities include evaluating the overall effectiveness of the Board and its
committees. |
Board Determination of Independence
Under Nasdaq Stock Market rules applicable to the Company, a director of the Company
qualifies as an independent director only if, in the opinion of the Companys Board of
Directors, that person does not have a relationship which would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director. The Companys Board of
Directors has determined that none of M. Ross Brown, John A. Tarello, Edward F. Voboril, Michael
T. Modic, Gerald L. Wilson, Bruce W. Steinhauer, or James J. Judge has a relationship which would
interfere with the exercise of independent judgment in carrying out the responsibilities of a
director, and that each of these directors is an independent director as defined under Rule
4200(a)(15) of the Nasdaq Stock Markets Marketplace Rules.
Director Candidates
The process followed by the Nominating and Corporate Governance Committee to identify and
evaluate director candidates includes requests to Board members and others for recommendations,
meetings from time to time to evaluate biographical information and background material relating
to potential candidates, and interviews of selected candidates by members of the Committee and the
Board.
In considering whether to recommend any particular candidate for inclusion in the Boards
slate of recommended director nominees, the Nominating and Corporate Governance Committee will
apply the criteria set forth in the Companys Corporate Governance Guidelines. Among other
matters, these criteria specify that director nominees should have a reputation for integrity,
demonstrated business acumen, a commitment to understand the Company and its industry, and the
interest and ability to act in the interests of all stockholders. The Committee does not assign
specific weights to particular criteria, and no particular criterion is a prerequisite for each
prospective director nominee. The Company believes that the backgrounds and qualifications of its
directors, considered as a group, should provide a composite mix of experience, knowledge, and
abilities that will allow the Board to fulfill its responsibilities.
Stockholders may recommend individuals to the Nominating and Corporate Governance Committee
for consideration as potential director candidates by submitting their names, together with
appropriate biographical information and background materials and a statement as to whether the
stockholder or group of stockholders making the recommendation has beneficially owned more than 5%
of the Companys common stock for at least a year as of the date on which such recommendation is
made, to Nominating and Corporate Governance Committee, c/o Secretary, Analogic Corporation, 8
Centennial Drive, Peabody, Massachusetts 01960. Assuming that appropriate
6
biographical and background materials have been provided on a timely basis, the Committee will
evaluate stockholder-recommended candidates by following substantially the same process, and
applying substantially the same criteria, as it follows for candidates submitted by others. If the
Board of Directors determines to nominate a stockholder-recommended candidate and recommends his
or her election, then his or her name will be included in the Companys proxy card for the next
annual meeting of stockholders.
Stockholders also have the right under the Companys By-Laws to nominate director candidates
directly, without any action or recommendation on the part of the Nominating and Corporate
Governance Committee or the Board, by following the procedures set forth in Article II, Section 15,
of the Companys By-Laws. A stockholder entitled to vote in the election of directors may nominate
one or more persons for election as directors only if written notice of such stockholders intent
to make such nomination or nominations has been given to the Secretary of the Company not later
than ninety days prior to the anniversary date of the immediately preceding annual meeting of
stockholders. Any stockholder notice of nomination shall contain the information set forth in
Article II, Section 15, of the Companys By-Laws. Candidates nominated by stockholders in
accordance with the procedures set forth in the Companys By-Laws will be included in the Companys
proxy card for the next annual meeting of stockholders.
Communicating with the Independent Directors
The Board will give appropriate attention to written communications that are submitted by
stockholders, and will respond if and as appropriate. The Chairman of the Board, with the
assistance of the Companys Vice President, General Counsel, and Secretary, is primarily
responsible for monitoring communications from stockholders and for providing copies or summaries
to the other directors as he considers appropriate.
Communications are forwarded to all directors if they relate to important substantive matters
and include suggestions or comments that the Chairman of the Board considers to be important for
the directors to know. In general, communications relating to corporate governance and long-term
corporate strategy are more likely to be forwarded than communications relating to ordinary
business affairs, personal grievances, and matters as to which the Company tends to receive
repetitive or duplicative communications.
Stockholders who wish to send communications on any topic to the Board of Directors should
address such communications to Board of Directors, c/o Secretary, Analogic Corporation, 8
Centennial Drive, Peabody, Massachusetts 01960.
Board Meetings and Attendance
The Board of Directors met eight times during the fiscal year ended July 31, 2005 (fiscal
year 2005), either in person or by teleconference. During fiscal year 2005, each director attended
at least 75% of the aggregate of the number of Board meetings and the number of meetings held by
all committees on which he then served.
Director Attendance at Annual Meeting of Stockholders
The Company has no formal policy regarding the directors attendance at the annual meeting of
stockholders. Company practice, however, is to have a meeting of the Board of Directors
immediately following the annual meeting of stockholders. Seven out of nine of the directors
attended the 2005 annual meeting of stockholders.
Board Committees
The Board of Directors has established four standing committeesAudit, Compensation,
Nominating and Corporate Governance, and Business Operationseach of which (with the exception of
the Business Operations Committee) operates under a charter that has been approved by the Board. A
copy of each committees charter is posted on the Corporate Governance section of the Companys
website, which is located at www.analogic.com. The Business Operations Committee was formed on
December 6, 2005, and no formal charter for it has yet been approved by the Board.
The Board of Directors has determined that all of the members of each of the Boards four
standing committees, except Bernard M. Gordon, a member of the Business Operations Committee, are
independent as defined under the rules of the Nasdaq Stock Market applicable to the Company,
including, in the case of all of the members of the Audit Committee, the independence requirements
contemplated by Rule 10A-3 under the Exchange Act.
7
Audit
Committee
The Audit Committees responsibilities include:
|
|
|
appointing, overseeing the independence of, and setting the compensation of the
Companys independent registered public accounting firm; |
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|
overseeing the Companys independent registered public accounting firm, including
through the receipt and consideration of certain reports made by the independent registered public accounting firm; |
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reviewing and discussing with management and the independent registered public accounting firm the
Companys audited financial statements; |
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|
coordinating the Board of Directors oversight of the Companys internal accounting
controls for financial reporting, the Companys disclosure controls and procedures, and the Companys code of
business conduct and ethics; |
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|
|
establishing procedures for the receipt, retention, and treatment of complaints and
concerns regarding accounting or auditing matters; |
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|
meeting separately with the Companys independent registered public accounting firm and
with management; and |
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preparing the audit committee report required by SEC rules (which is included on page 17 of this Proxy
Statement). |
The Board of Directors has determined that Mr. Voboril is an audit committee financial
expert as defined in Item 401(h) of Regulation
S-K.
The members of the Audit Committee are Mr. Judge, Dr. Steinhauer, Mr. Voboril, and Dr. Wilson.
The Audit Committee met sixteen times during fiscal year 2005.
Business Operations Committee
The Business Operations Committees responsibilities include:
|
|
|
advising management on matters relating to the Companys business operations. |
The members of the Business Operations Committee are Mr. Brown, Mr. Gordon, Mr. Tarello and
Dr. Wilson. The Business Operations Committee was formed on
December 6, 2005, and held its first
meeting on December 14, 2005.
Compensation Committee
The Compensation Committees responsibilities include:
|
|
|
annually reviewing and approving the compensation of the Companys Chief Executive Officer; |
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|
|
reviewing and approving the compensation of the Companys other executive officers; |
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|
|
reviewing and making recommendations to the Board of Directors with respect to
incentive-compensation plans and equity-based plans; and |
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|
|
reviewing and making recommendations to the Board of Directors with respect to director
compensation. |
The members of the Compensation Committee are Dr. Modic, Dr. Steinhauer, Mr. Tarello, Mr.
Voboril, and Dr. Wilson. The Compensation Committee met four times during fiscal year 2005.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committees responsibilities include:
|
|
|
identifying individuals qualified to become members of the Board of Directors; |
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|
|
recommending to the Board of Directors the persons to be nominated for election as
directors and for election
to each of the Boards committees; |
|
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|
|
reporting to the Board of Directors with respect to management succession planning; and |
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developing and recommending to the Board of Directors a set of corporate governance guidelines. |
The members of the Nominating and Corporate Governance Committee are Mr. Brown, Mr. Judge, Dr.
Modic, Dr. Steinhauer, Mr. Tarello, Mr. Voboril, and Dr. Wilson. The Nominating and Corporate
Governance Committee met four times during fiscal year 2005.
Code of Business Conduct and Ethics
The Company has adopted a written Code of Business Conduct and Ethics that applies to the
Companys directors, officers, and employees, including its principal executive officer, principal
operating officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions. The Company has posted a copy of its Code of Business Conduct
and Ethics on the Corporate Governance section of the Companys website, which is located at
www.analogic.com. In addition, the Company intends to post on its website all disclosures that are
required by law or the Nasdaq Stock Markets listing standards concerning any amendments to, or
waivers of, any provision of the Companys Code of Business Conduct and Ethics.
8
PROPOSAL 2
SHAREHOLDER PROPOSAL ELIMINATION OF CLASSIFIED BOARD OF DIRECTORS
The Company has received the following stockholder proposal from Catalysis Partners, LLC
(Catalysis), whose address is 100 Wilshire Boulevard, 15th Floor, Santa Monica, California
90401. Catalysis has informed the Company that it beneficially owned 25,773 shares of Common Stock
as of October 31, 2005. A representative of Catalysis must attend the Meeting in order to present
this proposal to a vote of the stockholders. Set forth below are (1) the Catalysis proposal, along
with a supporting statement, exactly as submitted by Catalysis, and (2) a statement by the
Companys Board of Directors in opposition to the Catalysis proposal.
Catalysis Proposal
RESOLVED that the Corporations stockholders request the Board of Directors to take the
necessary steps to provide that all directors have a one-year term of office, including approval of
amendments to the Restated Articles of Organization and the bylaws of the Corporation to eliminate
the staggered Board of Directors terms and submission of such amendments for stockholder approval
to the extent required.
Supporting Statement. The Corporation currently has in place two provisions which, in our
view, unfairly limit director accountability to stockholders. Article 6 of the Articles of
Organization and Article II, Section 2 of the Bylaws divide the board into three classes, each
with a three-year term, and Article II, Section 6 of the Bylaws permits removal of directors only
for cause and only by an eighty percent vote of the stockholders. As a result, even if
stockholders might be very unhappy with corporate performance, they cannot remove directors and
cannot elect a new board except by nominating opposition directors in at least two annual
meetings. This makes it difficult for stockholders to hold the board accountable for corporate
performance. It would take a vote of eighty percent of the outstanding shares to amend or repeal
these provisions.
We believe all directors should be elected annually, so that if stockholders are dissatisfied
they can express their concern by voting against directors or by nominating and voting for
directors they believe can do a better job. Your support for this proposal will let our directors
know that the stockholders favor accountability.
Statement in Opposition to Shareholder Proposal
The Board of Directors of the Company has given careful consideration to the Catalysis
proposal to declassify the Companys Board of Directors. After deliberation, the Board of
Directors has concluded that for the reasons described below, it is in the best interests of the
Company and its stockholders to maintain a classified Board of Directors on which the directors
have staggered terms.
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|
|
Stability and Continuity. The Board of Directors of the Company believes that
the three-year staggered terms of directors provide stability and continuity in the leadership of the Company. Staggered terms
ensure that at any given time, the Board of Directors has a majority of members who, by serving for several years,
have developed a deeper understanding of the breadth and nature of the Companys business. Directors who have
considerable experience with and knowledge of the Companys business are better equipped to provide the
oversight and make the decisions required by a Board of Directors, and are, correspondingly, more capable of
engaging in the long-term strategic planning that is critical to the Companys success. |
|
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|
|
Protection Against Unfair Takeover Proposals. A classified Board of Directors
can play an important role in ensuring that stockholders are protected against an unsolicited takeover proposal at an unfair
price. If the Companys Board of Directors were not classified, a potential acquirer whose nominees receive a
plurality of the votes cast at an annual meeting of the stockholders could replace all or a majority of the
directors with its own nominees, who could then approve the takeover proposal from that acquirer even if the price
did not adequately value the Company. A classified Board of Directors encourages a potential acquirer to
negotiate with the Board of Directors on an arms-length basis, and provides the Board of Directors with more
time and leverage to evaluate the takeover proposal, negotiate the best result for all stockholders, and
consider alternatives available to the Company. Moreover, because a potential acquirer could make a tender offer
directly to the stockholders of the Company (which could be accepted without the approval of the Board of
Directors of the Company), a classified Board of Directors is not an absolute bar to an acquisition of the
Company on terms acceptable to the stockholders. |
9
|
|
|
Accountability to Stockholders. The Board of Directors of the Company disagrees with
the argument advanced by Catalysis that a classified Board of Directors makes directors less accountable to
stockholders. The fiduciary duties of directors elected to three-year terms are identical to those of directors elected
annually, and the Companys directors believe that they are no less attentive to stockholder concerns as a result
of having been elected to three-year terms. In addition, since one-third of the directors stand for election
each year, stockholders have the opportunity on an annual basis to express dissatisfaction with the Board of
Directors or management by replacing, or withholding votes from, the directors up for election that year. The
Company believes that a majority of both S&P 1500 and S&P 500 companies have classified Boards of Directors. |
Process for Declassifying the Companys Board of Directors
The Board of Directors of the Company is classified pursuant to two independent sets of
provisions:
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|
|
Section 8.06(b) of the Massachusetts Business Corporation Act (the MBCA) provides, in
summary, that all publicly-traded Massachusetts corporations shall have classified Boards of Directors, unless a
corporation opts out of the provisions of Section 8.06(b) by a vote of the Board of Directors of the corporation
or by a vote of two-thirds of the outstanding shares of common stock of the corporation. |
|
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|
Article 6(f) of the Companys Articles of Organization and various provisions of the
Companys By-Laws also provide that the Companys Board of Directors shall be classified. Article 6(f) of the Articles
of Organization further provides that the provisions of the Articles of Organization and By-Laws relating to
the classified Board of Directors may be amended or repealed only by the vote of the holders of at least 80% of the
outstanding shares of common stock of the Company. |
Approval of the Catalysis proposal would not, by itself, declassify the Companys Board of
Directors. Effecting a declassification of the Board of Directors would require that either the
Board of Directors or stockholders opt out of Section 8.06(b) of the MBCA, as well as an amendment
to the Companys Articles of Organization and By-Laws (approved by a vote of 80% of the outstanding
shares of Common Stock) to remove the classified-Board provisions. If the Catalysis proposal is
approved by the Companys stockholders at the Meeting, the Board of Directors of the Company
intends to consider and vote upon, in advance of the 2007 annual meeting of the stockholders of the
Company, the submission to stockholders at the 2007 annual meeting of a proposal to opt out of
Section 8.06(b) of the MBCA and to make the necessary amendments to the Companys Articles of
Organization and By-Laws to declassify the Board of Directors. Massachusetts corporate law requires
that an amendment to the Articles of Organization be adopted by the Board of Directors and approved
by the stockholders. Accordingly, while the Board of Directors will consider such an amendment, its
decision on whether to adopt such an amendment would be made at that time in accordance with its
fiduciary duties and taking into account all factors that the Board of Directors deems relevant.
|
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|
1 |
|
With respect to the objection by Catalysis to the By-Law provision permitting removal
of directors only for cause and only by an 80% vote of stockholders, the Board of Directors of the
Company notes that the MBCA provides that directors of a Massachusetts corporation subject to
Section 8.06(b) may be removed only for cause. |
The Board of Directors recommends a vote AGAINST Proposal 2.
10
EXECUTIVE OFFICERS
The current executive officers of the Company are:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position |
John W. Wood Jr.
|
|
|
62 |
|
|
President and Chief Executive Officer |
Edmund F. Becker, Jr.
|
|
|
69 |
|
|
Executive Vice President and Chief Operating
Officer |
John J. Millerick
|
|
|
57 |
|
|
Senior President, Chief Financial Officer, and Treasure |
Alex A. Van Adzin
|
|
|
53 |
|
|
Vice President,
General Counsel, and Secretary |
For additional information with respect to Mr. Wood, who is a director, see Proposal 1Election
of Directors.
Dr. Edmund F. Becker, Jr., joined the Company in 1977 and served until July 2004 as Vice
President and General Manager of the Medical Imaging Components Division. From August 2004 until
November 2005, Dr. Becker helped oversee Analogics divisional operations. He was appointed
Executive Vice President and Chief Operating Officer of Analogic by the Board of Directors on
November 23, 2005.
John J. Millerick joined the Company as Senior Vice President, Chief Financial Officer, and
Treasurer in January 2000. Mr. Millerick was previously Senior Vice President and Chief Financial
Officer of CalComp Technology Inc., a manufacturer of computer technology and peripherals, from
1996 to 1999. Prior to CalComp Technology Inc., Mr. Millerick was Vice President-Finance of the
Personal Computer Business Unit of Digital Equipment Corporation, a computer manufacturer, from
1994 to 1995. Before joining Digital Equipment Corporation, Mr. Millerick served in several
management positions at Wang Laboratories, Inc., leaving as Vice President-Corporate Controller
and Acting Chief Financial Officer.
Alex A. Van Adzin joined the Company as Vice President, General Counsel, and Clerk in October
2003. Mr. Van Adzin became Secretary in April 2005. Mr. Van Adzin was previously Senior Vice
President, General Counsel, and Secretary at ManagedComp, Inc., a managed care workers
compensation company, from 2001 to 2002. Prior to that, he was Corporate Counsel at the Liberty
Mutual Group, a diversified financial services company, from 1996 to 2001. Before joining Liberty
Mutual Group, Mr. Van Adzin was Vice President and Corporate Counsel at Abex Inc., a diversified
aerospace and automotive products company, from 1990 to 1995.
Executive officers of the Company are elected annually by the Board of Directors and hold
office until their successors are chosen and qualified, subject to earlier removal by the Board of
Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 2005, the Company received approximately $80,000 from Neurologica
Corp. primarily relating to contract manufacturing activities. Bernard M. Gordon, a member of the
Board of Directors of the Company, is the Chief Executive Officer of Neurologica Corp.
11
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain compensation information for each person who served as Chief
Executive Officer during fiscal year 2005 and each of the other executive officers of the Company
in fiscal year 2005 (the Named Officers) for services rendered in all capacities for the last
three fiscal years.
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|
|
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|
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|
|
LONG-TERM |
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|
|
|
|
|
|
|
|
|
|
ANNUAL COMPENSATION |
|
COMPENSATION AWARDS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted |
|
Securities |
|
All Other |
Name and |
|
Fiscal |
|
|
|
|
|
|
|
|
|
Total Annual |
|
Stock Awards |
|
Underlying Options |
|
Compensation |
Principal Position |
|
Year |
|
Salary |
|
Bonuses |
|
Compensation |
|
(A) (B) |
|
(C) |
|
(D) |
John W. Wood Jr. (1) |
|
|
2005 |
|
|
$ |
406,000 |
|
|
|
|
|
|
$ |
406,000 |
|
|
|
|
|
|
|
|
|
|
$ |
900 |
|
President and Chief |
|
|
2004 |
|
|
|
406,000 |
|
|
$ |
150,000 |
|
|
|
556,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer |
|
|
2003 |
|
|
|
124,900 |
|
|
|
|
|
|
$ |
124,900 |
|
|
$ |
1,880,000 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John J. Millerick |
|
|
2005 |
|
|
$ |
250,000 |
|
|
$ |
55,000 |
|
|
$ |
305,000 |
|
|
|
|
|
|
|
|
|
|
$ |
900 |
|
Senior Vice President, |
|
|
2004 |
|
|
|
253,500 |
|
|
|
25,000 |
|
|
|
278,500 |
|
|
$ |
279,200 |
|
|
|
|
|
|
|
3,700 |
|
Chief Financial Officer, and Treasurer |
|
|
2003 |
|
|
|
240,000 |
|
|
|
30,000 |
|
|
|
270,000 |
|
|
|
175,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex A. Van Adzin (2) |
|
|
2005 |
|
|
$ |
190,000 |
|
|
$ |
55,000 |
|
|
$ |
245,000 |
|
|
$ |
82,640 |
|
|
|
2,000 |
|
|
$ |
600 |
|
Vice President, General |
|
|
2004 |
|
|
|
146,200 |
|
|
|
|
|
|
|
146,200 |
|
|
|
209,400 |
|
|
|
5,000 |
|
|
|
|
|
Counsel, and Secretary |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
|
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|
|
Notes to Summary Compensation Table
|
|
|
(1) |
|
Mr. Wood joined the Company in April 2003. |
|
(2) |
|
Mr. Van Adzin joined the Company in October 2003. |
(A) |
|
Represents stock grants under the Companys Stock Bonus Plan (the Bonus Plan), pursuant
to which Common Stock may be granted to key employees to encourage them to exert their best efforts
on behalf of the Company. Each recipient of Common Stock pursuant to the Bonus Plan is required to
execute a noncompetition agreement in a form satisfactory to the Company. The Bonus Plan is
administered by a committee (the Stock Bonus Plan Committee) appointed by the Board of Directors.
Generally, Common Stock granted pursuant to the Bonus Plan is not transferable for a period of
three years from the date of the grant and is subject to a risk of forfeiture in the event that the
recipient leaves the employ of the Company during this period for any reason. Generally, during the
subsequent three-year period, the transfer restrictions will lapse with respect to 25% of the
Common Stock for each year the recipient remains in the employ of the Company. Failure to remain in
the Companys employ during all of the subsequent three-year period will result in a forfeiture of
shares as to which restrictions on disposition still exist. The Common Stock granted pursuant to
the Bonus Plan is held in escrow by the Company until such restrictions on disposition lapse.
However, while in escrow, the recipient has the right to vote such shares of Common Stock and to
receive any cash dividends thereon. The Board of Directors, acting upon the recommendation of the
Stock Bonus Plan Committee, may at the time of grant designate a different schedule upon which the
transfer restrictions lapse. |
12
(B) |
|
The following table reflects stock bonus awards for which transfer restrictions had not yet
lapsed as of July 31, 2005. |
|
|
|
|
|
|
|
|
|
Name |
|
Shares |
|
Market
Value at
Date of Grant |
John W. Wood Jr. |
|
|
30,000 |
|
|
$ |
1,410,000 |
|
John J. Millerick |
|
|
15,000 |
|
|
|
634,747 |
|
Alex A. Van Adzin |
|
|
7,000 |
|
|
|
292,040 |
|
(C) |
|
Represents options granted pursuant to the Key Employee Incentive Stock Option Plan dated
June 11, 1998, as amended on October 12, 2000, and November 16, 2001. |
|
(D) |
|
Represents profit-sharing distribution. |
Stock Option Grants In Last Fiscal Year
The following table sets forth information concerning individual grants of options to purchase
Common Stock made during fiscal year 2005 to the Named Officers. Amounts described in the following
table under the heading Potential Realizable Value at Assumed Annual Rates of Stock Price
Appreciation for Option Term represent hypothetical gains that could be achieved for the options
if exercised at the end of the option term. These gains are based on assumed rates of stock
appreciation of 5% and 10% compounded annually from the date on which the options were granted to
their expiration date. Actual gains, if any, on stock option exercises will depend upon the future
performance of Common Stock and the date on which the options are exercised.
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|
|
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|
|
|
|
|
Individual Grants |
|
Potential Realizable Value at |
|
|
Number of |
|
Percent of Total |
|
|
|
|
|
|
|
|
|
Assumed Annual Rates of |
|
|
Securities |
|
Options Granted |
|
Exercise |
|
|
|
|
|
Stock Price Appreciation for |
|
|
Underlying Options |
|
to Employees in |
|
Price |
|
Expiration |
|
Option Term |
Name |
|
Granted (#) |
|
Fiscal Year (%) |
|
($/share) |
|
Date |
|
5%($) |
|
10%($) |
John W. Wood Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John J. Millerick |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alex A. Van Adzin |
|
|
2,000 |
(1) |
|
|
2 |
% |
|
$ |
41.32 |
|
|
|
10/8/2011 |
|
|
|
34,000 |
|
|
|
78,000 |
|
|
|
|
(1) |
|
These options were granted on October 8, 2004, and will become exercisable in four
equal (25%) installments, with the first installment becoming exercisable two years from
the date of the grant. Unexercised options expire seven years from the date of the grant. |
Stock Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values
The following table sets forth certain information regarding stock options exercised during fiscal
year 2005 and held by the Named Officers as of July 31, 2005.
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares |
|
|
|
|
|
Number of Unexercised |
|
Value of Unexercised In-The-Money- |
|
|
Acquired on |
|
Value |
|
Options at Fiscal Year End |
|
Options at Fiscal Year End (1) |
Name |
|
Exercise |
|
Realized |
|
Exercisable |
|
Unexercisable |
|
Exercisable |
|
Unexercisable |
John W. Wood Jr. |
|
|
|
|
|
|
|
|
|
|
3,750 |
|
|
|
11,250 |
|
|
$ |
16,388 |
|
|
$ |
49,162 |
|
John J. Millerick |
|
|
10,000 |
|
|
$ |
145,600 |
|
|
|
7,501 |
|
|
|
2,499 |
|
|
|
61,846 |
|
|
|
20,800 |
|
Alex A. Van Adzin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000 |
|
|
|
|
|
|
|
62,800 |
|
|
|
|
(1) |
|
The value of in-the-money options at year-end represents the aggregate difference between
the option exercise price and the market value of the Common Stock at July 31, 2005. In-the-money
options are options whose exercise price was less than $51.37, the closing price of the Common
Stock on July 29, 2005, the last day on which the Common Stock was traded in fiscal year 2005. |
13
Equity Compensation Plan Information
The following table provides information about the shares of Common Stock authorized for issuance
under the Companys equity compensation plans as of July 31, 2005:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
|
|
|
|
|
|
|
|
|
|
Number of securities |
|
|
|
(a) |
|
|
(b) |
|
|
remaining available for |
|
|
|
Number of securities |
|
|
Weighted-average |
|
|
future issuance under |
|
|
|
to be issued upon |
|
|
exercise price of |
|
|
equity compensation plans |
|
|
|
exercise of outstanding |
|
|
outstanding options, |
|
|
(excluding securities reflected in |
|
Plan Category |
|
options, warrants, and rights |
|
|
warrants, and rights |
|
|
column (a) |
|
Equity
compensation
plans
approved by security
holders |
|
|
678,324 |
|
|
$ |
41.71 |
|
|
|
880,028 |
(1) |
Equity
compensation
plans not
approved by security
holders |
|
|
0 |
|
|
NA |
|
|
|
0 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
678,324 |
|
|
$ |
41.71 |
|
|
|
880,028 |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes 499,403 shares issuable under the Companys Employee Stock Purchase Plan in connection
with current and future offering periods under that plan. |
Compensation of Directors
The Chairman of the Board is entitled to receive a monthly fee of $5,000. All directors who are not
employees of the Company receive an annual fee of $15,000. In addition, all directors who are not
employees of the Company receive a fee of $1,500 per meeting for each meeting of the Board or any
Board committee attended in person, a fee of $1,000 per meeting for each meeting of the Board or
any Board committee attended by telephone, together with reimbursement of travel expenses under
certain circumstances. Meeting fees may not be payable to directors in certain instances, such as
in the case of a brief meeting. In addition, each director who serves as a chairman of a committee
and is not an employee of the Company is entitled to an annual fee of $3,000.
During fiscal 2005, the Company paid to M. Ross Brown, a director of the Company, a total of
$21,500 in consulting fees for services rendered in connection with the hotel renovations, real
estate transactions, and assistance in certain operational matters.
During fiscal 2005, the Company paid to Bernard M. Gordon and John A. Tarello, both directors of
the Company, $75,000 and $10,000, respectively, for their assistance with certain business matters.
In June 1996, the Board of Directors adopted and the stockholders approved at the January 1997
Annual Meeting of Stockholders, the 1997 Non-Qualified Stock Option Plan for Non-Employee
Directors, which was then amended by the Board on December 8, 2003, and, as so amended, was
approved by the Stockholders at the January 2004 Annual Meeting (the 1997 Plan). Pursuant to the
1997 Plan, options to purchase 150,000 shares of Common Stock may be granted only to directors of
the Company or any subsidiary who are not employees of the Company or any subsidiary. The exercise
price of options granted under the 1997 Plan is the fair market value of the Common Stock on the
date of grant. The 1997 Plan provides that each new non-employee director who is elected to the
Board shall be granted an option to acquire 5,000 shares, effective as of the date on which he or
she is first elected to the Board.
Every four years from the date on which a non-employee director was last granted a non-employee
director option, that non-employee director shall be granted an option to acquire 5,000 shares,
effective as of the date of that fourth anniversary.
Options granted under the 1997 Plan become exercisable in three equal annual installments on each
of the first three anniversaries of the date of grant, and expire ten years after the date of
grant. There were 10,000 options for 10,000 shares granted under the 1997 Plan in fiscal year 2005
with a weighted average exercise price of $41.92.
14
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Companys directors, executive officers, and holders
of more than 10% of a registered class of its equity securities to file with the SEC initial
reports of ownership of the Company equity securities on a Form 3 and reports of changes in such
ownership on a Form 4 or Form 5. Executive officers, directors, and 10% stockholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such filings by our directors, executive officers, and 10%
stockholders, or written representations from certain of those persons, the Company believes that
all filings required to be made by those persons during the fiscal year ended July 31, 2005, were
timely made.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Companys Board of Directors during fiscal year
2005 were Dr. Modic, Mr. Tarello, Dr. Steinhauer, Mr. Voboril and Dr. Wilson. No executive officer
of the Company has served as a director or member of the Compensation Committee of any other
company whose executive officers serve as a member of the Companys Board of Directors or
Compensation Committee.
COMPENSATION COMMITTEE REPORT
The Companys technology-driven philosophy and strategic growth objectives require an ability to
attract and retain competent executives with substantial qualities in managerial breadth and
technical depth. Such retention requires provision of remuneration programs which motivate and
reward performance results directly related to enhancement of stockholder value.
The purpose of the
Compensation Committee is to develop, implement, and control executive remuneration practices
which:
|
|
|
Align management objectives with stockholder interests; |
|
|
|
|
Balance short-term (annual) business plans with longer-term strategic goals; |
|
|
|
|
Link executive remuneration to individual and Company performance; and |
|
|
|
|
Provide for remunerative practices that are highly motivational to the individual and
competitive in the marketplace. |
The Committee determines and approves all recommendations for base salary adjustment, cash
incentive awards, and/or stock incentive awards pertaining to the Chief Executive Officer and other
senior executives of the Company.
Annual Compensation
Executive salary ranges and annual incentive award targets are established annually. The Companys
intent is to compensate executives at a competitive level for its industry.
Each position is assigned a salary range appropriate to the impact and scope of that position,
considering both external survey data and internal equity. Annual salary increases and incentive
awards are based on overall Company results and achievement of individual objectives during the
fiscal year. Measures of Company performance include sales growth, profit attainment, technical
creativity and timely introduction of new products, manufacturing efficiency, product quality,
employee morale, and turnover.
Individual performance factors are relevant to the area of responsibility for each executive, and
include divisional performance where appropriate. The Committee reviewed competitive salary
practices for corporate officers and determined the base salary for each officer it deemed to be
appropriate in fiscal year 2005.
Incentive Bonus
During fiscal year 2005, the Company did not establish annual incentive performance plans for
executive officers. The Company does provide cash bonuses to attract, retain, and motivate
executive officers, primarily as a first-year incentive. Bonuses were paid to certain executive
officers during fiscal year 2005.
15
Longer-Term Incentives
Stock incentives, which include stock options and/or stock grants, were provided through one or
more of the following Plans, previously approved by vote of the stockholders:
|
|
|
Key Employee Stock Bonus Plan dated March 14, 1983, as amended. |
|
|
|
|
Key Employee Incentive Stock Option Plan dated June 11, 1998, as amended. |
|
|
|
|
Key Employee Stock Bonus Plan dated October 12, 2000, as amended. |
The award of stock incentives to individual recipients considers the contribution of the individual
to longerterm results, his/her impact upon divisional or corporate objectives, and level of
position within the organization.
The potential realization of gain from these awards is directly related to the continuing success
of the Company as measured by increasing shareholder value.
Compensation of the Chairman and Chief Executive Officer
John W. Wood Jr. was Chief Executive Officer for the entire fiscal year 2005.
Mr. Woods annual base salary rate was $406,000. He did not receive a bonus during fiscal year
2005.
|
|
|
|
|
COMPENSATION COMMITTEE |
|
|
|
Dr. Gerald L. Wilson, Chairman |
|
|
Dr. Michael T. Modic |
|
|
Dr. Bruce W. Steinhauer |
|
|
Mr. John A. Tarello |
|
|
Mr. Edward F. Voboril |
16
AUDIT COMMITTEE REPORT
The Audit Committee of the Companys Board of Directors is composed of four members, each of whom
qualifies as an independent Director under the current listing standards of the Nasdaq Stock
Market. The Audit Committee operates under a written charter adopted by the Board of Directors. The
current charter was amended on October 12, 2005 and is attached as Appendix A to this Proxy
Statement.
The Audit Committee reviewed the Companys audited financial statements for the fiscal year ended
July 31, 2005, and discussed these financial statements with the Companys management. Management
is responsible for the Companys internal controls and the financial reporting process. The
Companys independent registered public accounting firm, PricewaterhouseCoopers LLP, are
responsible for performing an independent audit of the Companys financial statements in accordance
with generally accepted accounting principles and for issuing a report on those financial
statements. As appropriate, the Audit Committee reviews and evaluates, and discusses with the
Companys management, internal accounting, financial and auditing personnel, and the independent
auditors, the following:
|
|
|
the plan for, and the independent registered public accounting firms report on, the audit of
the Companys financial statements; |
|
|
|
|
the Companys financial disclosure documents, including all financial statements and reports
filed with the SEC or sent to shareholders; |
|
|
|
|
managements selection, application, and disclosure of critical accounting policies; |
|
|
|
|
changes in the Companys accounting practices, principles, controls, or methodologies; |
|
|
|
|
significant developments or changes in accounting rules applicable to the Company; and |
|
|
|
|
the adequacy of the Companys internal controls and accounting, financial, and auditing
personnel. |
Management represented to the Audit Committee that the Companys financial statements had
been prepared in accordance with generally accepted accounting principles.
The Audit Committee also reviewed and discussed the audited financial statements and the matters
required by Statement on Auditing Standards 61 (Communication with Audit Committees) with
PricewaterhouseCoopers LLP, the Companys independent registered public accounting firm.
The Companys independent registered public accounting firm also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees). Independence Standards Board Standard No. 1
requires auditors annually to disclose in writing all relationships that in the auditors
professional opinion may reasonably be thought to bear on independence, confirm their perceived
independence, and engage in a discussion of independence. In addition, the Audit Committee
discussed with the independent registered public accounting firm the matters disclosed in this
letter and their independence from the Company. The Audit Committee also considered whether the
independent registered public accounting firms provision of the other, non-audit-related services
to the Company is compatible with maintaining such registered public accounting firms
independence.
Based on its discussions with management and the independent registered public accounting firm, and
its review of the representations and information provided by management and the independent
registered public accounting firm, the Audit Committee recommended to the Companys Board of
Directors that the audited financial statements be included in the Companys Annual Report on Form
10-K for the year ended July 31, 2005.
|
|
|
|
|
AUDIT COMMITTEE |
|
|
|
Mr. Edward F. Voboril, Chairman |
|
|
Mr. James J. Judge |
|
|
Dr. Bruce W. Steinhauer |
|
|
Dr. Gerald L. Wilson |
17
Information Regarding the Companys Independent Registered Public Accounting Firm
General
The Board of Directors has elected not to submit a proposal regarding stockholder ratification of
the Audit Committees selection of an independent registered public accounting firm of the Company
to audit its financial statements for the fiscal year ending July 31, 2006, because the Audit
Committee has yet to select a registered public accounting firm. Representatives of
PricewaterhouseCoopers LLP, which has served as the Companys independent registered public
accounting firm for each fiscal year since 1991, are expected to be present at the Meeting and will
have the opportunity to make a statement if they desire to do so, and
will also be available to respond to appropriate questions from stockholders.
Independent Registered Public Accounting Firms Fees
The following table summarizes the appropriate fees billed to the Company by PricewaterhouseCoopers
LLP, the independent registered public accounting firm:
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2005 |
|
|
Fiscal 2005 |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Audit Fees (a) |
|
$ |
2,550 |
|
|
$ |
1,029 |
|
Audit-Related Fees (b) |
|
|
17 |
|
|
|
22 |
|
Tax Fees (c) |
|
|
377 |
|
|
|
500 |
|
All Other Fees (d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,944 |
|
|
$ |
1,551 |
|
|
|
|
|
|
|
|
(a) |
|
Fees for audit services billed related to fiscal year 2005 consisted substantially of
the following: |
|
|
|
Audit of the Companys July 31, 2005, annual financial statements. |
|
|
|
|
Reviews of the Companys quarterly financial statements in fiscal year 2005. |
|
|
|
|
Internal control attestation procedures as required by the Sarbanes-Oxley Act of 2002,
Section 404. |
|
|
Fees for audit services billed related to fiscal year 2004 consisted
substantially of the following: |
|
|
|
Audit of the Companys July 31, 2004 annual financial statements. |
|
|
|
|
Reviews of the Companys quarterly financial statements in fiscal year 2004. |
|
|
|
|
Audits related to the restatements of the Companys financial statements. |
|
|
|
|
Initial planning of internal control attestation procedures as required by the Sarbanes-Oxley
Act of 2002, Section 404 prior to the delay in effective date for the Company |
(b) |
|
Fees for audit-related services billed related to fiscal years 2005 and 2004
consisted of the following: |
|
|
|
Filing of SEC Form S-8. |
|
|
|
|
Pension and benefit plans. |
|
|
|
|
Consultation concerning accounting and financial reporting standards |
(c) |
|
Fees for tax services billed in fiscal years 2005 and 2004 consisted substantially of
tax compliance and tax planning and advice in relation to: |
|
|
|
U.S. and foreign tax compliance. |
|
|
|
|
Tax planning and advice services relating to an international restructuring plan. |
(d) |
|
The Company did not pay any other fees in fiscal years 2005 and 2004 to
PricewaterhouseCoopers LLP. |
The fees related to the services above were approved by the Audit Committee.
The Audit Committee has adopted a policy in its charter to pre-approve all services (audit and
non-audit) to be provided to the Company by its independent registered public accounting firm,
except that de minimis non-audit services may be approved in accordance with applicable SEC rules,
including paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. In considering the nature of the
services provided by the independent auditor, the Audit Committee determined that such services are
compatible with the provision of independent audit services. The Audit Committee discussed these
services with Company management and the independent auditor to determine that they were permitted
under the rules and regulations concerning auditor independence promulgated by the SEC and the
American Institute of Certified Public Accountants. None of the services above were approved by the
Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
18
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
The graph below compares the cumulative total stockholder return on the Companys Common Stock with
the cumulative total return on the Center for Research in Security Prices of the University of
Chicago (CRSP) Total Return Index for the Nasdaq Stock Market (U.S. Companies) and the CRSP Total
Return Index for all Nasdaq stocks within the Companys primary SIC Code. The graph assumes $100
invested on July 31, 2000, in the Companys Common Stock and $100 invested at that time in each of
the Nasdaq indexes. The comparison assumes that all dividends are reinvested.
Prepared by CRSP (www.crsp.uchicago.edu), Center for Research in Security Prices, Graduate
School of Business, The University of Chicago. Used with permission. All rights reserved. Copyright
2005.
19
PROPOSALS OF STOCKHOLDERS
A stockholder of the Company who intends to present a proposal for action at the 2007 annual
meeting of stockholders of the Company may seek to have his or her proposal included in the
Companys proxy materials for that Meeting by notifying the Company of such intention and
furnishing the text of the proposal to the Company. Such notice must also include the stockholders
address and statement of the number of shares of Common Stock held of record or beneficially by
such stockholder and of the date or dates upon which such shares were acquired, and must be
accompanied by documentary support for a claim of beneficial ownership. The proposal must satisfy
the conditions established by the SEC for proposals to be considered for possible inclusion in the
proxy materials relating to the 2007 annual meeting of stockholders. To have a proposal considered
for inclusion in the proxy material for the 2007 annual meeting of stockholders, a stockholder must
give the aforesaid notice and submit his or her proposal no later than August 21, 2006. The notice
and text should be sent to Analogic Corporation, 8 Centennial
Drive, Peabody, Massachusetts 01960, Attention: Alex A. Van Adzin, Vice President, General Counsel,
and Secretary.
If a stockholder wishes to make a proposal at the 2007 annual meeting of stockholders and does not
notify the Company of that matter by November 3, 2006, the proxies that management solicits for the
2007 annual meeting of stockholders will confer discretionary authority to vote on the
stockholders proposal if it is properly brought before that meeting.
OTHER MATTERS
The Company knows of no business which will be presented for consideration at the Meeting other
than that forth in this Proxy Statement. However, if any such other business shall come before the
Meeting, the persons named in the Proxies or their substitutes shall vote the Proxies in respect of
any such business in accordance with their best judgment.
The cost of preparing, assembling, and mailing the proxy materials will be borne by the Company.
The Company may solicit Proxies otherwise than by the use of the mails, in that certain officers
and regular employees of the Company, without additional compensation, may use their personal
efforts, by telephone, correspondence, or in person, to obtain Proxies. The Company may also employ
a proxy solicitation service, in which case the Company may pay a fee to the proxy solicitation
service. The Company will also request persons, firms, and corporations holding shares in their
names, or in the names of their nominees, which are beneficially owned by others, to send proxy
material to and obtain Proxies from such beneficial owners and will reimburse such holders for
their out-of-pocket expenses in so doing.
Some banks, brokers, and other nominee record holders may be participating in the practice of
householding proxy statements and annual reports. This means that only one copy of this Proxy
Statement or the Companys annual report may have been sent to multiple stockholders in a
household. The Company will promptly deliver a separate copy of either document to any stockholder
who writes to or calls the Company at the following address or telephone number: Analogic
Corporation, 8 Centennial Drive, Peabody, Massachusetts 01960, Attention: Alex A. Van Adzin, Vice
President, General Counsel, and Secretary; telephone number: 978-977-3000. If
a stockholder wishes to receive separate copies of the Companys annual report and Proxy Statement
in the future, or if a stockholder is receiving multiple copies and would like to receive only one
copy per household, the stockholder should contact his, her, or its bank, broker, or other nominee
record holder. Alternatively, the stockholder may contact the Company at the above-referenced
address or telephone number.
THE COMPANY WILL FURNISH TO ANY STOCKHOLDER UPON WRITTEN REQUEST, WITHOUT CHARGE, A COPY OF THE
COMPANYS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. A request for the Companys annual report on
Form 10-K should be sent to Analogic Corporation, 8 Centennial Drive, Peabody, Massachusetts 01960,
Attention: Alex A. Van Adzin, Vice President,
General Counsel, and Secretary.
|
|
|
|
|
For the Board of Directors |
|
|
|
|
|
Alex A. Van Adzin |
|
|
Secretary |
December 22, 2005
20
IF YOU DO NOT EXPECT TO BE PRESENT AT THIS MEETING AND WISH YOUR STOCK TO BE VOTED, YOU ARE
REQUESTED TO SIGN, DATE, AND MAIL PROMPTLY THE ENCLOSED PROXY, WHICH IS BEING SOLICITED ON BEHALF
OF THE COMPANYS BOARD OF DIRECTORS. A RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES OR CANADA, IS ENCLOSED FOR THAT PURPOSE.
21
APPENDIX A
ANALOGIC
CORPORATION
AUDIT COMMITTEE CHARTER
|
|
The purpose of the Audit Committee is to assist the Board of Directors oversight of: |
|
|
|
the Companys accounting and financial reporting processes and the audits of the Companys
financial statements; |
|
|
|
|
the integrity of the Companys financial statements; |
|
|
|
|
the Companys compliance with legal and regulatory requirements; |
|
|
|
|
the independent auditors qualifications and independence; and |
|
|
|
|
the performance of the Companys internal audit function and independent auditors. |
B. |
|
Structure and Membership |
|
1. |
|
Number. The Audit Committee shall consist of at least three members of the Board of
Directors. |
|
|
2. |
|
Independence. Except as otherwise permitted by the applicable rules of The Nasdaq
Stock Market and Section 301 of the Sarbanes-Oxley Act of 2002 (and the applicable rules
thereunder), each member of the Audit Committee shall be independent as defined by such
rules and Act. |
|
|
3. |
|
Financial Literacy. Each member of the Audit Committee shall be able to read and
understand fundamental financial statements, including the Companys balance sheet, income
statement, and cash flow statement, at the time of his or her appointment to the Audit
Committee. Unless otherwise determined by the Board of Directors (in which case disclosure
of such determination shall be made in the Companys annual report filed with the SEC), at
least one member of the Audit Committee shall be an audit committee financial expert (as
defined by applicable SEC rules). |
|
|
4. |
|
Chair. Unless the Board of Directors elects a Chair of the Audit Committee, the Audit
Committee shall elect a Chair by majority vote. |
|
|
5. |
|
Compensation. The compensation of Audit Committee members shall be as determined by
the Board of Directors. No member of the Audit Committee may receive any consulting,
advisory or other compensatory fee from the Company other than fees paid in his or her
capacity as a member of the Board of Directors or a committee of the Board. |
|
|
6. |
|
Selection and Removal. Members of the Audit Committee shall be appointed by the Board
of Directors, upon the recommendation of the Nominating and Corporate Governance
Committee. The Board of Directors may remove members of the Audit Committee from such
committee, with or without cause. |
C. |
|
Authority and Responsibilities |
|
|
|
General |
|
|
|
The Audit Committee shall discharge its responsibilities, and shall assess the information provided
by the Companys management and the independent auditor, in accordance with its business judgment.
Management is responsible for the preparation, presentation, and integrity of the Companys
financial statements and for the appropriateness of the accounting principles and reporting
policies that are used by the Company. The independent auditors are responsible for auditing the
Companys financial statements and for reviewing the Companys unaudited interim financial
statements. The authority and responsibilities set forth in this Charter do not reflect or create
any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify
that the Companys financial statements are complete, accurate, fairly presented, or in accordance
with generally accepted accounting principles or applicable law, or to guarantee the independent
auditors report. |
A-1
|
|
Oversight of Independent Auditors |
|
1. |
|
Selection. The Audit Committee shall be solely and directly responsible for
appointing, evaluating and, when necessary, terminating the engagement of the independent
auditor. The Audit Committee may, in its discretion, seek stockholder ratification of the
independent auditor it appoints. |
|
|
2. |
|
Independence. The Audit Committee shall take, or recommend that the full Board of
Directors take, appropriate action to oversee the independence of the independent auditor.
In connection with this responsibility, the Audit Committee shall obtain and review a
formal written statement from the independent auditor describing all relationships between
the independent auditor and the Company, including the disclosures required by
Independence Standards Board Standard No. 1. The Audit Committee shall actively engage in
dialogue with the independent auditor concerning any disclosed relationships or services
that might impact the objectivity and independence of the auditor. |
|
|
3. |
|
Quality-Control Report. At least annually, the Audit Committee shall obtain and
review a report by the independent auditor describing: |
|
|
|
the firms internal quality control procedures; |
|
|
|
|
any material issues raised by the most recent internal quality-control review, or peer
review, or any inquiry or investigation by governmental or professional authorities within the
preceding five (5) years, respecting one or more independent audits carried out by the firm,
and steps taken to deal with such issues. |
|
4. |
|
Compensation. The Audit Committee shall have sole and direct responsibility for
setting the compensation of the independent auditor. The Audit Committee is empowered,
without further action by the Board of Directors, to cause the Company to pay the
compensation of the independent auditor established by the Audit Committee. |
|
|
5. |
|
Pre-approval of Services. The Audit Committee shall preapprove all services (audit
and non-audit) to be provided to the Company by the independent auditor; provided,
however, that de minimis non-audit services may instead be approved in accordance with
applicable SEC rules. |
|
|
6. |
|
Oversight. The independent auditor shall report directly to the Audit Committee, and
the Audit Committee shall have sole and direct responsibility for overseeing the
independent auditor, including resolution of disagreements between Company management and
the independent auditor regarding financial reporting. In connection with its oversight
role, the Audit Committee shall, from time to time as appropriate, receive and consider
the reports required to be made by the independent auditor pursuant to the Sarbanes-Oxley
Act of 2002 regarding: |
|
|
|
critical accounting policies and practices; |
|
|
|
|
alternative treatments within generally accepted accounting
principles for policies and practices related to material items that have been
discussed with Company management, including ramifications of the use of such
alternative disclosures and treatments, and the treatment preferred by the
independent auditor; and |
|
|
|
|
other material written communications between the independent auditor and Company management. |
|
|
|
|
audit problems or difficulties the independent auditor encountered in
the course of the audit work and managements response, including any restrictions
on the scope of the auditors activities or on access to requested information and
significant disagreements with management. |
|
|
|
|
major issues, as to the adequacy of the Companys internal controls and any audit steps
adopted in light of material control deficiencies. |
A-2
Review of Audited Financial Statements
|
7. |
|
Discussion of Audited Financial Statements. The Audit Committee shall review and
discuss with the Companys management and independent auditor the Companys audited
financial statements, including the Companys disclosures under Managements Discussion
and Analysis of Financial Condition and Results of Operations, and matters about which
Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards,
AU §380) requires discussion. |
|
|
8. |
|
Recommendation to Board Regarding Financial Statements. The Audit Committee shall
consider whether it will recommend to the Board of Directors that the Companys audited
financial statements be included in the Companys Annual Report on Form 10-K. |
|
|
9. |
|
Audit Committee Report. The Audit Committee shall prepare an annual committee report
for inclusion where necessary in the proxy statement of the Company relating to its annual
meeting of security holders. |
|
|
Review of Other Financial Disclosures |
|
10. |
|
Independent Auditor Review of Interim Financial Statements. The Audit Committee shall
direct the independent auditor to use its best efforts to perform all reviews of interim
financial information prior to disclosure by the Company of such information and to
discuss promptly with the Audit Committee and the Chief Financial Officer any matters
identified in connection with the auditors review of interim financial information which
are required to be discussed by Statement on Auditing Standards Nos. 61, 71 and 90. The
Audit Committee shall direct management to advise the Audit Committee in the event that
the Company proposes to disclose interim financial information prior to completion of the
independent auditors review of interim financial information. |
|
|
11. |
|
Quarterly Financial Statements. The Audit Committee shall discuss with the Companys
management and independent auditor the Companys quarterly financial statements, including
the Companys disclosures under Managements Discussion and Analysis of Financial
Condition and Results of Operations. |
|
|
Oversight of Internal Audit |
|
12. |
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Internal Audit Function. The Audit Committee shall coordinate the Board of Directors
oversight of the performance of the Companys internal audit function. The Audit Committee
shall review the activities, organizational structure, qualifications and budget of the
Internal Audit function and shall have authority to hire and terminate the head of the
Internal Audit function. |
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Internal Audit Activities. The Audit Committee shall review and approve the annual
Internal Audit plan. The Audit Committee shall meet with the head of Internal Audit on a
regular basis to receive reports on completed audits, including management responses and
status of audits in-process and planned. The Audit Committee shall also receive from the
head of Internal Audit reports of any material irregularities, fraud or defalcations
regarding unauthorized access to Company assets. |
Controls and Procedures
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Oversight. The Audit Committee shall coordinate the Board of Directors oversight of
the Companys internal accounting controls for financial reporting, the Companys
disclosure controls and procedures and the Companys code of conduct. The Audit Committee
shall receive and review the reports of the CEO and CFO required by Section 302 of the
Sarbanes-Oxley Act of 2002 (and the applicable rules thereunder) and Rule 13a-14 of the
Exchange Act. |
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Procedures for Complaints. The Audit Committee shall establish procedures for (i) the
receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls or auditing matters; and (ii) the confidential,
anonymous submission by employees of the Company of concerns regarding questionable
accounting or auditing matters. |
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Related-Party Transactions. The Audit Committee shall
review all related party transactions on an ongoing basis, and all such transactions must
be approved by the Audit Committee. |
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Additional Powers. The Audit Committee shall have such
other duties as may be delegated from time to time by the Board of
Directors. |
A-3
D. |
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Procedures and Administration |
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Meetings. The Audit Committee shall meet as often as it deems necessary in order to
perform its responsibilities. The Audit Committee may also act by unanimous written
consent in lieu of a meeting. The Audit Committee shall periodically meet separately with:
(i) the independent auditor; (ii) the internal auditor, (iii) and Company management. The
Audit Committee shall keep such records of its meetings as it shall deem appropriate. |
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Subcommittees. The Audit Committee may form and delegate authority to one or more
subcommittees (including a subcommittee consisting of a single member), as it deems
appropriate from time to time under the circumstances. Any decision of a subcommittee to
preapprove audit or nonaudit services shall be presented to the full Audit Committee at
its next scheduled meeting. |
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Reports to Board. The Audit Committee shall report regularly to the Board of
Directors. |
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Charter. At least annually, the Audit Committee shall review and reassess the
adequacy of this Charter and recommend any proposed changes to the Board of Directors for
approval. |
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Independent Advisors. The Audit Committee shall have the authority, without further
action by the Board of Directors, to engage and determine funding for such independent
legal, accounting and other advisors as it deems necessary or appropriate to carry out its
responsibilities. Such independent advisors may be the regular advisors to the Company.
The Audit Committee is empowered, without further action by the Board of Directors, to
cause the Company to pay the compensation of such advisors as established by the Audit
Committee. |
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Investigations. The Audit Committee shall have the authority to conduct or authorize
investigations into any matters within the scope of its responsibilities as it shall deem
appropriate, including the authority to request any officer, employee or advisor of the
Company to meet with the Audit Committee or any advisors engaged by the Audit Committee. |
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7. |
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Annual Self-Evaluation. At least annually, the Audit Committee shall evaluate its own
performance. |
Adopted: June 11, 2003
Amended: October 12, 2005
A-4
Analogic Corporation
8 Centennial Drive
Peabody, Massachusetts 01960
978-977-3000
[ALOCM ANALOGIC CORPORATION] [FILE NAME: ZALO82.ELX] [VERSION (4)] [12/21/05] [orig. 12/05/05]
ANALOGIC CORPORATION
Proxy for Annual Meeting of Stockholders to be held on January 27, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received the notice of the meeting and proxy statement therefor, and
revoking all prior proxies, hereby appoint(s) John W. Wood Jr., John J. Millerick, and Alex A. Van
Adzin, or any one of them, attorney or attorneys of the undersigned (with full power of
substitution) to attend the Annual Meeting of Stockholders of Analogic Corporation (the Company)
to be held at the Companys headquarters located at 8 Centennial Drive, Peabody, Massachusetts
01960 on January 27, 2006, at 11:00 a.m. and at any adjourned sessions thereof, and there to vote
and act with respect to all shares of the Company which the undersigned shall be entitled to vote
or act upon, with all the powers that the undersigned would possess if personally present. This
proxy will be voted as directed by the undersigned and if no direction is indicated, it will be
voted FOR the election of the nominees as directors and AGAINST the proposal relating to the
declassification of the Companys Board of Directors.
SEE REVERSE SIDE. If you wish to vote in accordance with the Board of Directors
recommendations, please sign on the reverse side. You need not mark any boxes.
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SEE REVERSE SIDE
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CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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SEE REVERSE SIDE |
ANALOGIC CORPORATION
C/O COMPUTERSHARE
P.O. BOX 8694
EDISON, NJ 08818-8694
THIS IS YOUR PROXY.
YOUR VOTE IS IMPORTANT.
Regardless of whether you plan to attend the Annual Meeting of Stockholders,
you can be sure that your shares are represented at the Meeting by promptly
returning your proxy (attached below) in the enclosed envelope. Thank you for
your attention to this important matter.
[ALOCM ANALOGIC CORPORATION] [FILE NAME: ZALO81.ELX] [VERSION (5)] [12/20/05] [orig. 12/05/05]
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DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
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ZALO81 |
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x
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Please mark
votes as in
this example.
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This Proxy, when executed, will be voted in the manner directed herein. If no direction is made,
this Proxy will be voted FOR Proposal 1 and AGAINST Proposal 2.
The Board of Directors recommends a vote FOR Proposal 1 and AGAINST Proposal 2.
1. |
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To elect the nominees as Directors. |
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Nominees: (01) James J. Judge, (02) Bruce W. Steinhauer, and (03) Gerald L. Wilson |
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FOR
ALL
NOMINEES
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o
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WITHHELD
FROM ALL
NOMINEES
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o |
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For all nominees except as noted above |
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FOR
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AGAINST
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ABSTAIN |
2.
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To act upon the shareholder proposal relating to the declassification of the Companys Board of Directors.
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o
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3. |
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To act upon any and all matters incidental to any of the foregoing and transact such other business as may legally come before the
Meeting or any adjourned session or sessions thereof. |
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MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
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Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee,
or guardian, please give full title as such. |
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Signature:
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Date:
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Signature:
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Date: |
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