SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
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Filed by a Party other than the Registrant |_|
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12.
Hurco Companies, Inc.
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(Name of Registrant as Specified in Its Charter)
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HURCO COMPANIES, INC.
ONE TECHNOLOGY WAY
P.O. BOX 68180
INDIANAPOLIS, INDIANA 46268
(317) 293-5309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 3, 2002
To Our Shareholders:
The 2002 Annual Meeting of Shareholders of Hurco Companies, Inc., will be
held at the corporate headquarters of Hurco Companies, Inc., One Technology
Way, Indianapolis, Indiana, 46268 at 10:00 a.m. EST on Wednesday, April 3, 2002,
for the following purposes:
1. To elect six directors to serve until the next annual meeting or until their
successors are duly elected and qualified.
2. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
If you do not expect to attend the Annual Meeting, please mark, sign and date
the enclosed proxy and return it in the enclosed return envelope which requires
no postage if mailed in the United States.
Only shareholders of record as of the close of business on January 30, 2002, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. In the event there are not sufficient votes for approval of one or more
of the above matters at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit further solicitation of proxies.
By order of the Board of Directors,
Roger J. Wolf, Secretary
February 27, 2002
Indianapolis, Indiana
YOUR VOTE IS IMPORTANT
Even if you plan to attend the meeting,
we urge you to mark, sign and date the
enclosed proxy and return it promptly
in the enclosed envelope.
HURCO COMPANIES, INC.
One Technology Way
P. O. Box 68180
Indianapolis, Indiana 46268
Annual Meeting of Shareholders
April 3, 2002
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PROXY STATEMENT
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SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to the holders (the "Shareholders") of common
stock of Hurco Companies, Inc. ("Hurco" or the "Company") in connection with the
solicitation of proxies by the Board of Directors for the 2002 Annual Meeting of
Shareholders to be held at 10:00 a.m. EST on Wednesday, April 3, 2002 at the
corporate headquarters of Hurco Companies, Inc., One Technology Way,
Indianapolis, Indiana, and at any adjournments thereof. This Proxy Statement and
the accompanying form of proxy are being mailed to the Shareholders on or about
February 27, 2002. Proxies are being solicited principally by mail. Directors,
officers and regular employees of Hurco may also solicit proxies personally by
telephone, telegraph or otherwise. All expenses incident to the preparation and
mailing to the Shareholders of the Notice, Proxy Statement and form of Proxy
will be paid by Hurco.
Shareholders of record as of the close of business on January 30, 2002, are
entitled to notice of and vote at the Annual Meeting or any adjournments
thereof. On such record date, Hurco had 5,583,158 shares of common stock
outstanding and entitled to vote. Each share will be entitled to one vote with
respect to each matter submitted to a vote. The presence in person or by proxy
of the holders of a majority of the outstanding shares entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the transaction of
business.
If the enclosed form of proxy is executed and returned, it may be revoked at any
time before it is voted by giving written notice to the Secretary of the
Company. If a shareholder executes more than one proxy, the proxy having the
latest date will revoke any earlier proxies. Shareholders who attend the Annual
Meeting may revoke their proxies and vote in person.
A proxy, if returned properly executed and not subsequently revoked, will be
voted in accordance with the instructions of the shareholder in the proxy. If no
instructions are given, the proxy will be voted for the election of the Board of
Directors' nominees named in this Proxy Statement. Directors will be elected by
a plurality of the votes cast. A proxy may indicate that all or a portion of the
shares represented by such proxy are not being voted with respect to a specific
proposal. This could occur, for example, when a broker is not permitted to vote
shares held in street name on certain proposals in the absence of instructions
from the beneficial owners. Shares that are not voted with respect to a specific
proposal will be considered present for purposes of determining a quorum and
voting on other proposals. Abstentions on a specific proposal will be considered
as present, but not as voting in favor of such proposal. Neither the non-voting
of shares nor abstentions will affect the matters to be voted on at the Annual
Meeting.
ELECTION OF DIRECTORS
The Board of Directors currently consists of six members and the Board has
nominated six persons for election as directors. All nominees are currently
directors. Each director will serve for a term of one year, which expires
at the next Annual Meeting of Shareholders of the Company when his successor
has been elected. The six nominees are: Robert W. Cruickshank, Michael Doar,
Richard T. Niner, O. Curtis Noel, Charles E. Mitchell Rentschler and
Gerald V. Roch. Unless authority is specifically withheld, the shares
represented by the enclosed form of proxy will be voted in favor of these
nominees.
If any of these nominees becomes unable to accept election, the persons named in
the proxy will exercise their voting power in favor of such person or persons as
the Board may recommend. All of the nominees have consented to being named in
this Proxy Statement and to serve if elected. The Board of Directors knows of no
reason why any of the nominees would be unable to accept election.
The following information sets forth the name of each director, his age, tenure
as a director, principal occupation and business experience for the last five
years:
Served as a
Name Age Director since
---- --- --------------
Robert W. Cruickshank (2,3) 56 2000
Michael Doar (1) 46 2000
Richard T. Niner (1) 62 1986
O. Curtis Noel (3) 66 1993
Charles E. Mitchell Rentschler (2) 62 1986
Gerald V. Roch (2) 70 2001
Robert W. Cruickshank has been owner of R. W. Cruickshank Company, a
financial services firm since 1981. Mr. Cruickshank is also a director of
Calgon Carbon Corporation, a producer of products and services for the
purification, reparation and concentration of liquids and gases, and
Friedman's Jewelers, Inc., a retail jewelry business.
Michael Doar was elected Chairman of the Board of Directors and Chief Executive
Officer on November 13, 2001. Previously, Mr. Doar served as Vice President of
Sales and Marketing of Ingersoll Contract Manufacturing Company, a subsidiary of
Ingersoll International, an international engineering and machine tool systems
business. Mr. Doar had held various management positions with Ingersoll
International since 1989.
Richard T. Niner was appointed Chairman of the Executive / Nominating
Committee of the Board of Directors on November 13, 2001. Mr. Niner had
previously held the position of Chairman of the Board of Directors since
March 9, 1999. Mr. Niner is a general partner of Wind River Associates.
Mr. Niner is also a general partner of Brynwood Management II, L.P., the
general partner of Brynwood Partners II, L.P., and until December 31, 1998,
was a general partner of Brynwood Management, the general partner of Brynwood
Partners Limited Partnership. Mr. Niner is a director of Arrow International,
Inc., a cardiac and critical care products business, and Case, Pomeroy &
Company, Inc., a real estate, oil and gas investment business.
O. Curtis Noel has been an independent business consultant for more than ten
years specializing in market and industry studies, competitive analysis and
corporate development programs with clients in the U.S. and abroad.
Charles E. Mitchell Rentschler has been an independent business consultant
since 2001, providing general business consulting services to the foundry
industry. Mr. Rentschler served as President and Chief Executive Officer of
The Hamilton Foundry & Machine Co. from 1985 until 2001. The Hamilton Foundry
& Machine Co. filed a petition for relief under Chapter 11 of the Bankruptcy
Code on October 10, 2000.
Gerald V. Roch has been an independent business consultant providing general
business and technology consulting services since 1994.
Mr. Roch was a co-founder of Hurco in 1968 and in 1986 was the founder of
Made2Manage Systems, Inc., a manufacturing software company. Mr. Roch
served as President and Chief Executive Officer of Made2Manage Systems, Inc.
from 1986 until 1994.
(1) Member of Executive / Nominating Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
The Board of Directors recommends a vote FOR each of the nominees listed above.
Board Meetings and Committees
During the last fiscal year, the Board of Directors held five meetings. All of
the current directors attended at least 75% of the aggregate number of meetings
of the Board and the committees on which they served.
The Board has an Audit Committee that held six meetings during the last fiscal
year. The Audit Committee has the authority to oversee the Company's accounting
and financial reporting activities, and meets with the Company's independent
accountants and Chief Financial Officer to review the scope, cost and results of
the annual audit and to review internal accounting controls, policies and
procedures (the report of the Audit Committee is included on page 7 of this
Proxy Statement). The Board of Directors selects the independent accountants of
Hurco upon the recommendation of the Audit Committee. See INDEPENDENT
ACCOUNTANTS on page 12.
The Board has a Compensation Committee that held one meeting during the last
fiscal year. The Compensation Committee reviews and recommends to the Board the
compensation of the officers and managers of Hurco and guidelines for the
general wage structure of the entire workforce. The Compensation Committee also
oversees the administration of the Company's employee benefit plans. The report
of the Compensation Committee regarding executive compensation is included on
page 8 of this Proxy Statement.
The Board of Directors has an Executive/Nominating Committee that held one
meeting during the last fiscal year. The Executive/Nominating Committee reviews
the structure and composition of the Board of Directors and considers the
qualifications of and recommends all nominees for directors. The
Executive/Nominating Committee will consider candidates whose names are
submitted in writing by shareholders. Shareholders who wish to nominate persons
for election as directors must comply with the advance notice and eligibility
requirements contained in the Company's By-laws, a copy of which is available
upon request. Such requests and any nominations should be addressed to the
Secretary, Hurco Companies, Inc., One Technology Way, P.O. Box 68180,
Indianapolis, Indiana 46268.
The members of these Committees are identified in the table on pages 2 and 3.
Compensation of Directors
Each director who is not a full-time employee of the Company receives a fee of
$1,500 for each meeting of the Board of Directors attended. Each such director
also receives $5,000 per fiscal quarter. Directors are also entitled to receive
reimbursement for travel and other expenses incurred in attending such meetings.
During the last fiscal year, Mr. Niner received compensation of $72,000 for his
services as Chairman of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's common stock, to file reports of ownership with the Securities and
Exchange Commission and Nasdaq. Such persons are also required to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received by it,
or written representations from certain reporting persons that they were not
required to file a Form 5 to report previously unreported ownership or changes
in ownership, the Company believes that, during its fiscal year ending October
31, 2001, its officers, directors and greater than 10% beneficial owners
complied with all filing requirements under Section 16(a).
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth all compensation paid or accrued during each of
the last three fiscal years to the Chief Executive Officer and each of the other
four executive officers of Hurco (the "Named Executive Officers") whose salary
and bonus exceeded $100,000 during the fiscal year ended October 31, 2001.
Summary Compensation Table
Long-term
Annual Compensation Compensation
----------------------------------- ------------
Other Annual Securities All Other
Name and Fiscal Salary Bonus Compensation Underlying Compensation
Principal Position Year ($) ($)(1) ($) (2) Options(3) ($)(4)
------------------ ---- ------ ------ ------------ ---------- ------
Brian D. McLaughlin 2001 $288,077 -- -- -- $52,506
President and CEO 2000 278,076 $90,000 -- 40,000 52,506
1999 268,077 -- -- 50,000 52,206
Roger J. Wolf 2001 $183,077 -- -- -- $48,762
Sr. VP, Secretary 2000 173,462 $50,000 -- 30,000 46,933
Treasurer and CFO 1999 165,946 -- -- 25,000 47,566
James D. Fabris 2001 $198,077 -- -- -- $24,284
Executive Vice 2000 185,576 $65,000 -- 20,000 24,284
President - Operations 1999 165,904 -- -- 35,000 23,984
Bernard C. Faulkner 2001 $154,385 -- $21,762 -- $19,590
President - Hurco 2000 108,596 $25,000 36,939 25,000 17,151
North America
David E. Platts 2001 $121,154 -- -- -- $14,177
Vice President of 2000 105,182 $20,000 -- 10,000 14,577
Technology & Business 1999 105,000 -- -- 10,000 14,802
Developement
---------------------------
(1) Represents cash bonuses earned and paid in the subsequent year.
(2) Represents compensation related to relocation costs.
(3) Represents shares of common stock underlying grants of options made during the year. We have not granted any Stock
Appreciation Rights (SARs).
(4) Represents contributions to defined contribution plans and split dollar life
insurance premiums.
Defined Contribution Plan Company Paid Split-Dollar
Name Company Match Life Insurance Premiums
Brian D. McLaughlin $5,100 $47,406
Roger J. Wolf 5,996 42,766
James D. Fabris 5,100 19,184
Bernard C. Faulkner 5,215 14,375
David E. Platts 1,962 12,215
Stock Options
There were no options granted to the Named Executive Officers during Fiscal
2001.
Aggregated Option Exercises in Fiscal 2001 and Year-End Option Values
Value of
Number of Unexercised
Securities Underlying In-the-Money
Shares Unexercised Options Options
Acquired at FY-End (#) at FY-End ($) (1)
on Value ------------------------ ---------------------
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable cisable cisable
---- --------- --------- ------- ------- ------- -------
Brian D. McLaughlin -- -- 138,000 57,000 -- --
Roger J. Wolf -- -- 70,000 35,000 -- --
James D. Fabris -- -- 58,000 34,000 285 --
Bernard C. Faulkner -- -- -- 25,000 -- --
David E. Platts 10,000 21,250 27,000 13,000 75 --
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(1) Value is calculated based on the closing market price of the common stock
on October 31, 2001 ($ 2.14) less the option exercise price.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are O. Curtis Noel and Robert W.
Cruickshank. None of the Compensation Committee members are involved in a
relationship requiring disclosure as an interlocking executive officer/director
or under Item 404 of Regulation S-K or is a former officer or employee of the
Company or any of its subsidiaries.
Employment Contracts
Roger J. Wolf entered into an employment contract on January 8, 1993.
The contract term is unspecified. Mr. Wolf's salary and bonus arrangements
are set annually by the Compensation Committee of the Board of Directors.
Other compensation, such as stock option grants, is awarded periodically at
the discretion of the Compensation Committee. Mr. Wolf is entitled to 12
months' salary if Hurco terminates his employment without just cause.
James D. Fabris entered into an employment contract on November 18, 1997. The
contract term is unspecified. Mr. Fabris' salary and bonus arrangement are set
annually by the Compensation Committee of the Board of Directors. Other
compensation, such as stock option grants, is awarded periodically at the
discretion of the Compensation Committee. As part of the contract, Mr. Fabris is
entitled to 12 months' salary if Hurco terminates his employment for any reason
other than gross misconduct.
Bernard C. Faulkner entered into an employment contract on February 4, 2000.
The contract term is unspecified. Mr. Faulkner's salary and bonus arrangements
are set annually by the Compensation Committee of the Board of Directors. Other
compensation, such as stock option grants, is awarded periodically at the
discretion of the Compensation Committee. Mr. Faulkner is entitled to 12
months' salary if Hurco terminates his employment for any reason.
Michael Doar entered into an employment contract effective November 13, 2001.
The contract term is unspecified. Mr. Doar's salary and bonus arrangements are
set annually by the Compensation Committee of the Board of Directors. Other
compensation, such as stock option grants, is awarded periodically at the
discretion of the Compensation Committee. Mr. Doar is entitled to thirty days
notice and twelve months salry and benefits if he is removed as Chairman and
Chief Executive Officer by action of the Board of Directors.
REPORT OF AUDIT COMMITTEE
The Company's Audit Committee is comprised of three Directors. The Board of
Directors and the Audit Committee believe that the Audit Committee's current
member composition satisfies the rule of the National Association of Securities
Dealers, Inc. ("NASD") that governs audit committee composition, including the
requirement that audit committee members all be "independent directors" as that
term is defined by NASD Rule 4200(a)(14).
The primary function of the Audit Committee is to assist the Board in fulfilling
its oversight responsibilities by reviewing the financial information which will
be provided to the shareholders and others, the system of internal controls
which management has established, and the audit process. In doing so, it is the
responsibility of the Audit Committee to provide an open avenue of communication
between the Board of Directors, management, and the independent accountants.
The Audit Committee has adopted a formal, written charter which was approved by
the full Board of Directors of the Company on May 22, 2000. The Charter
specifies the scope of the Audit Committee's responsibilities and how it should
carry out those responsibilities.
The Audit Committee has reviewed and discussed the audited financial statements
of the Company for the fiscal year ended October 31, 2001, with the Company's
management. The Audit Committee has discussed with Arthur Andersen LLP, the
Company's independent public accountants, the matters required to be discussed
by Statement on Auditing Standards No. 61 (Communication with Audit Committees).
The Audit Committee has also received the written disclosures and the letter
from Arthur Andersen LLP required by Independence Standards Board Standard No. 1
(Independence Discussion with Audit Committees) and the Audit Committee has
discussed the independence of Arthur Andersen LLP with that firm.
The Company incurred the following fees for services performed by Arthur
Andersen LLP for the fiscal year ended October 31, 2001:
Audit Fees. Fees for the audit and the review of Forms 10-Q were $294,000.
-----------
Financial Information Systems Design and Implementation Fees. There
were no fees paid to Arthur Andersen LLP for services related to financial
information systems design and implementation.
All Other Fees. Aggregate fees billed for all other services rendered by
-------------- Arthur Andersen LLP were approximately $233,000.
Based on the review and discussions with the Company's independent auditors for
the fiscal year ended October 31, 2001, the Audit Committee recommended to the
Board of Directors that the financial statements be included in the Company's
Annual Report on Form 10-K.
Robert W. Cruickshank
Charles E. M. Rentschler
Gerald V. Roch
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors establishes policies
relating to the compensation arrangements of the Chief Executive Officer and all
other executive officers and oversees the administration of the Company's
employee benefit plans. All decisions of the Compensation Committee relating to
the compensation of the Company's executive officers are reviewed by the full
Board.
Compensation Policy
The goal of the Company's executive compensation policy is to ensure that an
appropriate relationship exists between executive pay and the creation of
shareholder value, while at the same time motivating and retaining key
employees. To achieve this goal, the Company's executive compensation policy
integrates annual base compensation with incentive compensation plans based upon
corporate performance and individual initiatives and performance. Measurement of
corporate performance is primarily based on Company goals and industry
performance levels. Accordingly, in years in which performance goals and
industry levels are achieved or exceeded, executive compensation tends to be
higher than in years in which performance is below expectations. Annual cash
compensation, together with stock option incentives, are designed to attract and
retain qualified executives and to ensure that such executives have a continuing
stake in the long-term success of the Company.
Stock options are granted from time to time to key employees, based primarily on
such person's potential contribution to the Company's growth and profitability.
The Compensation Committee feels that stock options are an effective incentive
for managers to create value for shareholders since the value of an option bears
a direct relationship to the Company's stock price. The Compensation Committee
believes that linking compensation for the Chief Executive Officer and all other
executive officers to corporate performance results in a better alignment of
compensation with corporate goals and shareholder interest. As performance goals
are met or exceeded, resulting in increased value to shareholders, executives
are rewarded commensurately.
Fiscal 2001 Executive Compensation
For fiscal 2001, the Company's compensation program for the Chief Executive
Officer and all other executive officers consisted of (i) base salary; (ii)
bonus awards based upon the performance measurements described above; and (iii)
stock option awards. During fiscal year 2001, the annual compensation of the
Chief Executive Officer consisted of base salary, which was increased from
fiscal 2000 for a cost-of-living adjustment. In evaluating 2001 performance,
the Committee considered the Company's financial performance in relation to its
business plan and other corporate performance criteria and determined that no
bonuses would be awarded to the Chief Executive Officer and other corporate
executive officers. There were no stock option awards granted to executive
officers in fiscal 2001. The Committee believes that compensation levels for
the Chief Executive Officer and all other executive officers and key employees
during fiscal 2001 adequately reflect the Company's compensation goals and
policies.
O. Curtis Noel
Robert W. Cruickshank
PERFORMANCE GRAPH *
The following graph illustrates the cumulative total shareholder return on Hurco
common stock for the five-year period ended October 31, 2001, as compared to the
Russell 2000 Small Company Index (which is the broad equity market index used in
last year's Performance Graph); a peer group consisting of traded securities for
U.S. companies in the same two digit Standard Industrial Code (SIC) group as
Hurco (SIC 3500-3599 - Industrial and Commercial Machinery and Computer
Equipment) used in last year's Performance Graph; and a new peer group
consisting of traded securities for U.S. companies in the same three digit SIC
group as Hurco (SIC 3540-3549 - Metal Working Machinery and Equipment) (which we
believe includes companies more comparable to Hurco based on markets served).
The comparisons in this table are required by the Securities and Exchange
Commission and are not intended to forecast or be indicative of possible future
performance of Hurco common stock.
[OBJECT OMITTED]
* $100 INVESTED ON 10/31/96 IN STOCK OR INDEX-INCLUDING REINVESTMENT
OF DIVIDENDS. Fiscal year ending October 31.
INCORPORATION BY REFERENCE
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that may incorporate future filings (including
this Proxy Statement, in whole or in part), the preceding Audit Committee
Report, Compensation Committee Report on Executive Compensation and the stock
price Performance Graph shall not be incorporated by reference in any such
filings.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of February 15, 2002, regarding
beneficial ownership of the Company's common stock by each director and Named
Executive Officer, by all directors and executive officers as a group, and by
certain other beneficial owners of more than 5% of the common stock. Each such
person has sole voting and investment power with respect to such securities,
except as otherwise noted.
Shares Beneficially Owned
Name and Address Number Percent
Other Beneficial Owners
Richard T. Niner 941,812(1) 16.0%
Wind River Associates, LP
1055 Washington Blvd.
Box 9-5th Floor
Stamford, CT 06901
Wellington Management Co., LLP 595,000 (2) 10.7%
75 State Street
Boston, Massachusetts 02109
Dimensional Fund Advisors Inc. 417,200(3) 7.5%
1299 Ocean Avenue
Santa Monica, CA 90401
FMR Corp. 387,428 (4) 6.8%
82 Devonshire Street
Boston, Massachusetts 02109
Royce & Associates, Inc. 432,200(5) 7.7%
1414 Avenue of the Americas
New York, NY 10019
Directors and Executive Officers
Richard T. Niner 941,812 (1) 16.0%
Robert W. Cruickshank 45,000 (7) 0.8%
Michael Doar 15,000 (7) 0.3%
Charles E. Mitchell Rentschler 42,100 (1,6) 0.7%
O. Curtis Noel 25,000 (1) 0.4%
James D. Fabris 71,333 (10) 1.2%
David E. Platts 39,367 (8) 0.7%
Roger J. Wolf 98,492 (9) 1.7%
Brian D. McLaughlin 142,320 (11,12) 2.4%
Executive officers and directors 1,300,771 (13) 22.1%
as a group (12 persons)
(1) Includes 25,000 shares subject to options that are exercisable within
60 days.
(2) According to a Schedule 13G, dated December 31, 2001, Wellington
Management Co. has shared voting power for 505,000 shares and
dispositive power for all shares.
(3) According to a Schedule 13G, dated December 31, 2001, Dimensional Fund
Advisors has sole voting power for all shares.
(4) According to a Schedule 13G, dated December 31, 2001, FMR Corporation
has no voting power for any of the shares.
(5) According to Schedule 13G, dated December 31, 2001, Royce & Associates
has sole voting power for all shares.
(6) Includes 10,100 shares owned by Mr. Rentschler's wife, as to which he
may be deemed to have beneficial ownership.
(7) Includes 15,000 shares subject to options that are exercisable within
60 days.
(8) Includes 27,667 shares subject to options that are exercisable within
60 days.
(9) Includes 85,000 shares subject to options that are exercisable within
60 days.
(10) Includes 69,833 shares subject to options that are exercisable within
60 days.
(11) Includes 110,000 options that are exercisable within 60 days.
(12) Includes 1,320 shares owned by Mr. McLaughlin's wife and children, as
to which he may be deemed to have beneficial ownership.
(13) Includes 310,167 shares subject to options that are exercisable within
60 days.
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP served as the independent accountants to audit the financial
statements of Hurco for the fiscal year ended October 31, 2001. Representatives
of Arthur Andersen LLP are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions from shareholders. The Board of
Directors expects to reappoint Arthur Andersen LLP as independent accountants to
serve for the fiscal year ended October 31, 2002.
SHAREHOLDER PROPOSALS
The date by which shareholder proposals must be received by the Company for
inclusion in proxy materials relating to the 2003 Annual Meeting of Shareholders
is October 31, 2002.
In order to be considered at the 2003 Annual Meeting, shareholder proposals must
comply with the advance notice and eligibility requirements contained in the
Company's By-Laws. The Company's By-Laws provide that shareholders are required
to give advance notice to the Company of any business to be brought by a
shareholder before an annual shareholders' meeting. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must give
timely written notice thereof to the Secretary of the Company. In order to be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 60 days prior to
the meeting. In the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder must be received not later than the close of business on the
tenth day following the day on which notice of the date of the meeting was
mailed or public disclosure was made. The notice must contain specified
information about the proposed business and the shareholder making the proposal.
A copy of the Company's By-Laws is available upon request. Such requests and any
shareholder proposals should be sent to Roger J. Wolf, Secretary, Hurco
Companies, Inc., One Technology Way, P.O. Box 68180, Indianapolis, Indiana,
46268, the principal executive offices of the Company.
ANNUAL REPORT ON FORM 10-K
The Company filed its Annual Report on Form 10-K for the fiscal year ended
October 31, 2001 with the Securities and Exchange Commission. Shareholders
may obtain a copy of the Form 10-K by writing to Roger J. Wolf, Senior
Vice-President and Chief Financial Officer, Hurco Companies, Inc., One
Technology Way, P. O. Box 68180, Indianapolis, Indiana 46268. A copy of the
10-K can also be obtained at hurco.com or SEC.gov.
OTHER BUSINESS
The Board of Directors knows of no other matters which may be presented at the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, the persons named in the enclosed form of proxy will vote in accordance
with their business judgment on such matters.
-FRONT-
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HURCO COMPANIES, INC. 1. To elect six directors to serve until the next
Annual Meeting or until their successors are duly
elected and qualified.
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Mark box at right if you plan to attend the Annual Meeting.
For All With- For All
Mark box at right if an address change or comments have been noted on
the reverse side of this
card. Nominees hold Except
(01) Robert W. Cruickshank
(02) Michael Doar
(03) Richard T. Niner
(04) O. Curtis Noel
(05) Charles E. Mitchell Rentschler
(06) Gerald V. Roch
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To withhold authority to vote for any individual
CONTROL NUMBER: nominee, mark the "For All Except" box and strike a line
RECORD DATE SHARES: through the name(s) of the nominee(s). Your shares will
be voted "For" the remaining nominee(s).
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2. To transact such other business as may properly
Please be sure to sign and date this Proxy. Date: ____________ come before the Annual Meeting or any adjournments
thereof.
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Shareholder Sign Here Co-Owner Sign
Here
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- BACK -
HURCO COMPANIES, INC.
One Technology Way, Indianapolis, Indiana 46268
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - April 3, 2002
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints as proxies Michael Doar and Richard T. Niner, or
either of them, with full power of substitution, to vote all shares of common
stock which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Hurco Companies, Inc., to be held at Hurco's Corporate Office,
One Technology Way, Indianapolis, Indiana at 10:00 a.m. (EST) on Wednesday,
April 3, 2002 and any adjournments thereof, upon the matters on the reverse
side.
Only shareholders of record as of the close of business on January 30, 2002, are
entitle to notice of and to vote at the Annual Meeting or any adjournments
thereof. In the event there are not sufficient votes for approval of one or more
of the above matters at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit further solicitation of proxies. If you do not
expect to attend the Annual Meeting, please mark, sign and date the enclosed
proxy and return it in the enclosed return envelope which requires no postage if
mailed in the United States.
The shares represented by the Proxy,
unless otherwise specified, shall be
voted FOR each nominee listed on the
reserve side.
PLEASE VOTE, DATE AND SIGN ON RESERVE SIDE AND RETURN PROMPTLY IN
THE ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the reverse side
hereof. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign. If a corporation or
partnership, this signature should be that of an authorized officer who should
state his or her title.
Has Your Address Changed? Do You Have Any Comments?
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