SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange
Act of 1934 (Amendment
No. ___)
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[ ] Preliminary Proxy Statement
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[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 25, 2001
To Our Shareholders:
The 2001 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.
(Indianapolis time) (11:00 a.m. EDT) on Wednesday, April 25,
2001, for the following purposes:
1. To elect seven 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 February 26, 2001,
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
March 15, 2001
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 25, 2001
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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 2001 Annual Meeting of
Shareholders to be held at 10:00 a.m. (Indianapolis time) (11:00 a.m. EDT) on
April 25, 2001 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 March 15, 2001. 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 February 26, 2001, are
entitled to notice of and vote at the Annual Meeting or any adjournments
thereof. On such record date, Hurco had 5,693,758 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 has nominated seven persons for election as
directors. Except for Mr. Gerald V. Roch, 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 seven nominees are: Robert W. Cruickshank,
Michael Doar, Brian D. McLaughlin, Richard T. Niner, O. Curtis Noel and
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 (1,2) 55 2000
Michael Doar (1,2) 45 2000
Brian D. McLaughlin 58 1987
Richard T. Niner (3) 61 1986
O. Curtis Noel (2,3) 65 1993
Charles E. Mitchell Rentschler (1,3) 61 1986
Gerald V. Roch 69 --
Brian D. McLaughlin has been President and Chief Executive Officer of Hurco
since December 1987. Mr. McLaughlin has also been a director since 1987.
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, separation and concentration of liquids and gases, and
Friedman's Jewelers, Inc., a retail jewelery business.
Michael Doar is 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 has held various
management positions with Ingersoll International since 1989.
Richard T. Niner was elected Chairman of the Board of Directors on
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 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 served as President and Chief Executive
Officer of The Hamilton Foundry & Machine Co. since 1985. 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 Audit Committee
(2) Member of Compensation Committee
(3) Member of Nominating 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 six 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 also has an Audit Committee that held four 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 8
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 14.
The Board has a Compensation Committee that held three meetings 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 9 of this Proxy Statement.
The Board of Directors has a Nominating Committee that held one meeting during
the last fiscal year. The Nominating Committee reviews the structure and
composition of the Board of Directors and considers the qualifications of and
recommends all nominees for directors. The 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 received a fee of
$1,500 for each meeting of the Board of Directors attended. Each such director
also received $5,000 per fiscal quarter. Directors are also entitled to receive
reimbursement for travel and other expenses incurred in attending such meetings.
Mr. Niner received annual 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, 2000, its officers, directors and greater than 10% beneficial owners
complied with all filing requirements under Section 16(a), except for one
acquisition transaction by Mr. Cruickshank for October, 2000, which was reported
late.
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 $100,000 during fiscal 2000.
Summary Compensation Table
Long-Term
Annual Compensation Compensation
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Other Annual Securities All Other
Name and Fiscal Salary Bonus Compensation Underlying Options Compensation
Principal Position Year ($) ($)(1) ($)(2) (3) ($)(4)
------------------ ---- ------ ------ ------------ ------------------ ------------
Brian D. McLaughlin 2000 $278,076 90,000 -- 40,000 $52,506
President and CEO 1999 268,077 -- -- 50,000 52,206
1998 258,077 75,000 -- -- 52,206
Roger J. Wolf 2000 $173,462 50,000 -- 30,000 $46,933
Sr. VP, Secretary 1999 165,946 -- -- 25,000 47,566
Treasurer and CFO 1998 160,039 50,000 -- -- 48,064
James D. Fabris 2000 $185,576 65,000 -- 20,000 $24,284
Executive Vice 1999 165,904 -- -- 35,000 23,984
President - Operations 1998 156,154 65,000 -- -- 24,054
Bernard C. Faulkner 2000 $108,596 25,000 36,939 25,000 $17,151
President - Hurco
North America
David E. Platts 2000 $105,182 20,000 -- 10,000 $14,577
Vice President of 1999 105,000 -- -- 10,000 14,802
Technology & Business 1998 104,038 10,000 -- -- 15,436
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 $47,406
Roger J. Wolf 4,167 42,766
James D. Fabris 5,100 19,184
Bernard C. Faulkner 2,776 14,375
David E. Platts 2,362 12,215
Stock Options
The following table sets forth information related to options granted and
exercised during fiscal 2000 and options held at fiscal year-end by the Named
Executive Officers. We do not have any outstanding SARs.
Option Grants During Fiscal 2000
% of Total Potential Realizable
Number of Options Value at Assumed Annual
Securities Granted to Rates of Stock Price
Underlying Employees Exercise Appreciation for Option
Options in Fiscal Price Expiration Term(1)
Name Granted(2) Year ($/SH) Date 5%($) 10%($)
---- -------- ---- ------ ---- ----- -----
Brian D. McLaughlin 40,000 22.1% $3.75 12/07/09 $94,334 $239,061
Roger J. Wolf 30,000 16.6% $3.75 12/07/09 70,751 179,296
James D. Fabris 20,000 11.1% $3.75 12/07/09 47,167 119,531
Bernard C. Faulkner 25,000 13.8% $3.63 02/09/10 58,959 149,143
David E. Platts 10,000 5.5% $3.75 12/07/09 23,584 59,765
1 The potential realizable value illustrates value that might be realized upon
the exercise of the options immediately prior to the expiration of their terms,
assuming the specified compounded rates of appreciation of Hurco's common stock
from the date of grant through the term of the options.
2 Options may be exercised in three annual installments commencing on the first
anniversary of the date of grant except for Bernard C. Faulkner's options which
may be exercised in five annual installments.
Aggregated Option Exercises in Fiscal 2000 and Year-End Option Values
Value of
Number of Unexercised
Securities Underlying In-the-Money
Shares Unexercised Options Options
Acquired at FY-End (#) at FY-End ($) (1)
on Value --------------------------- ------------------------
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable cisable cisable
---- --------- --------- ------- ------- ------- -------
Brian D. McLaughlin -- -- 145,000 70,000 $61,250 --
Roger J. Wolf -- -- 60,000 45,000 6,125 --
James D. Fabris 3,000 $6,375 49,000 43,000 26,375 --
Bernard C. Faulkner -- -- -- 25,000 --
David E. Platts -- -- 33,000 17,000 18,750 --
-----------------------------------------
(1) Value is calculated based on the closing market price of the common stock
on October 31, 2000 ($ 3.75) less the option exercise price.
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are O. Curtis Noel, Michael Doar and
Robert W. Cruickshank. None of the Compensation Committee members are involved
in a relationship requiring disclosure as an interlocking executive
officer/director or order Item 404 of Regulation S-K or is a former officer or
employee of the Company or any of its subsidiaries.
Employment Contracts
Brian D. McLaughlin entered into an employment contract on December 14, 1987.
The contract term is month-to-month. Mr. McLaughlin's salary and bonus
arrangements are set annually by the Board of Directors. Other compensation,
such as stock option grants, is awarded periodically at the discretion of the
Board of Directors. As part of that contract, Mr. McLaughlin is entitled to 12
months' salary if Hurco terminates his employment for any reason other than
gross misconduct.
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 Board of Directors. Other compensation, such as stock option
grants, is awarded periodically at the discretion of the Board of Directors.
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 Board of Directors. Other compensation, such as stock option
grants, is awarded periodically at the discretion of the Board of Directors. 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.
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, the internal auditors, and the
independent accountants.
In accordance with the promulgated new rules regarding audit committees, 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. A copy of this charter
is included as Exhibit A to this Proxy Statement. 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, 2000, 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, 2000:
Audit Fees. Fees for the audit and the review of Forms 10-Q were $ 258,000.
-----------
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 $ 264,000.
---------------
Based on the review and discussions with the Company's independent auditors for
the fiscal year ended October 31, 2000, 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.
Charles E. Mitchell Rentschler
Robert W. Cruickshank
Michael Doar
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 2000 Executive Compensation
For fiscal 2000, 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 2000, the annual compensation of the
Chief Executive Officer included base salary, which was increased from fiscal
1999 for a cost-of-living adjustment and stock option awards. In evaluating 2000
performance, the Committee considered the Company's patent licensing program, as
well as other corporate performance criteria in determining the bonus to be
awarded to the Chief Executive Officer and other corporate executive officers.
The Committee believes that compensation levels for the Chief Executive Officer
and all other executive officers and key employees during fiscal 2000 adequately
reflect the Company's compensation goals and policies.
O. Curtis Noel
Michael Doar
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, 2000, as compared to:
the NASDAQ stock market index for U.S. companies (which is the broad equity
market index used in last year's Performance Graph); the Russell 2000 Small
Company Index (which we believe includes companies which are comparable to Hurco
based on market capitalization); and a peer group consisting of NASDAQ traded
securities for U.S. companies in the same Standard Industrial Code group as
Hurco (Industrial and Commercial Machinery and Computer Equipment). 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.
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, 2001, 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
Wellington Management Co. 645,000 (1) 11.3%
75 State Street
Boston, Massachusetts 02109
The Prudential Insurance Company of America 489,364 (2) 8.6%
4 Gateway Center
Newark, New Jersey 07102
The TCW Group, Inc. 319,600 (3) 5.6%
865 South Figueroa Street
Los Angeles, California 90017
Dimensional Fund Advisors 417,200 (4) 7.3%
1299 Ocean Avenue
Santa Monica, CA 90401
FMR Corporation 364,028 (5) 6.4%
82 Devonshire Street
Boston, Massachusetts 02109
Royce & Associates, Inc. 365,300 (6) 6.4%
1414 Avenue of the Americas
New York, NY 10019
Richard T. Niner 452,948(8) 7.4%
1055 Washington Blvd.
Box 9-5th Floor
Stamford, CT 06901
Directors and Executive Officers
Robert W. Cruickshank 20,000 0.3%
Michael Doar -- --
James D. Fabris 59,167 (13) 1.0%
Hendrik J. Hartong, Jr. 67,912 (7) 1.1%
Brian D. McLaughlin 206,909 (9,10) 3.4%
Richard T. Niner 452,948 (8) 7.4%
O. Curtis Noel 25,000 (7) 0.4%
David E. Platts 48,033 (14) 0.8%
Charles E. Mitchell Rentschler 35,100 (7,11) 0.6%
Roger J. Wolf 83,492 (12) 1.4%
Executive officers and directors 1,009,894 (15) 16.3%
as a group (12 persons)
(1) According to a Schedule 13G, dated December 31, 2000, Wellington
Management Co. has shared voting power for all shares.
(2) According to a Schedule 13G, dated December 31, 1999, the Prudential
Insurance Company of America has sole voting power for all shares.
(3) According to a Schedule 13G, dated December 31, 2000, the TCW Group,
Inc. has shared voting power for all shares.
(4) According to a Schedule 13G, dated December 31, 2000, Dimensional Fund
Advisors has sole voting power for all shares.
(5) According to a Schedule 13G, dated December 31, 2000, FMR Corporation
has sole voting power for all shares.
(6) According to a Schedule 13G, dated December 31, 2000, Royce &
Associates had sole voting power for all shares.
(7) Includes 25,000 shares subject to options that are exercisable within
60 days.
(8) Includes 25,000 shares subject to options that are exercisable within
60 days and 500 shares owned by Mr. Niner's children as to which
Mr. Niner disclaims beneficial ownership.
(9) Includes 158,333 shares subject to options held by Mr. McLaughlin that
are exercisable within 60 days.
(10) Includes 10,986 shares owned by Mr. McLaughlin's wife and children,
as to which he may be deemed to have beneficial ownership.
(11) Includes 10,100 shares owned by Mr. Rentschler's wife, as to which he
may be deemed to have beneficial ownership.
(12) Includes 70,000 shares subject to options that are exercisable within
60 days.
(13) Includes 55,667 shares subject to options that are exercisable within
60 days.
(14) Includes 36,333 shares subject to options that are exercisable within
60 days.
(15) Includes 431,666 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, 2000. 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, 2001.
SHAREHOLDER PROPOSALS
The date by which shareholder proposals must be received by the Company for
inclusion in proxy materials relating to the 2002 Annual Meeting of Shareholders
is November 15, 2001.
In order to be considered at the 2002 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, 2000 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.
Exhibit A
Hurco Companies, Inc.
Audit Committee Charter
The Audit Committee is a committee of three individuals within the Board of
Directors and shall assist the Board in monitoring (1) the integrity of the
financial statements of the company, (2) the compliance by the Company with
legal and regulatory requirements and (3) the independence and performance of
the Company's external auditors.
The members of the Audit Committee shall meet the independence and experience
requirements of the NASDAQ. The members of the Audit Committee and the Audit
Committee Chairperson shall be appointed by the full Board.
The Audit Committee shall make regular reports to the Board.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually.
2. Review the annual audited financial statements with management,
including major issues regarding accounting and auditing principles and
practices as well as the Company's system of internal controls.
3. Review with management and the independent auditors any significant
financial reporting issues raised by them in connection with the
preparation of the Company's financial statements.
4. Review proposed major changes to the Company's auditing and accounting
principles and practices that are brought to their attention by the
independent auditors or management.
5. Recommend to the full Board the appointment of the independent
auditors.
6. Review questions related to independence of the independent auditors
that are brought to their attention and, if necessary, recommend that
the Board take appropriate action regarding such matters.
7. Review the performance of the independent auditors and, if so
determined, recommend that the Board replace the independent auditors.
8. Ensure that the independent auditor submits a formal written statement
regarding relationships and services which may affect objectivity
and independence.
9. Meet with the independent auditors prior to the audit to review the
planning and staffing of the audit.
10. Discuss with the independent auditors the matters required to be
discussed by professional standards (including applicable Statements on
Auditing Standards) or other regulatory bodies relating to the conduct
of the audit.
11. Review with the independent auditors any management letter they
provide and management's response to that letter, if necessary.
12. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual proxy
statement.
13. Review with the Board, as necessary in the Audit Committees judgment,
the Company's policies and procedures regarding compliance with
applicable laws and regulations.
14. Review with counsel legal matters which are brought to their attention
and that may have a material impact on the financial statements, the
Company's compliance policies and material reports or inquiries
received from regulatory bodies.
15. Meet at least annually with the chief financial officer and the
independent auditor in separate executive sessions.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with accounting principles generally accepted in the
United States. This is the responsibility of management and the independent
auditor. Nor is it the duty of the Audit Committee to conduct investigations, to
resolve disagreements, if any, between management and the independent auditor or
to assure compliance with laws and regulations.
Approved by the Board of Directors on May 22, 2000
/s/ Roger J. Wolf
------------------------------
Roger J. Wolf, Secretary
-FRONT-
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HURCO COMPANIES, INC. 1. To elect seven 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) Brian D.
McLaughlin
(04) Richard T. Niner
(05) O. Curtis Noel
(06) Charles E. Mitchell Rentschler
(07) 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 25, 2001
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints as proxies Brian D. McLaughlin 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. (Indianapolis time)
(11:00 a.m. EDT), on Wednesday, April 25, 2001 and any adjournments thereof,
upon the matters on the reverse side.
Only shareholders of record as of the close of business on February 26, 2001,
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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