<PAGE>   1
 
                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                    EXCHANGE ACT OF 1934 (AMENDMENT NO.   )
 
Filed by the Registrant /X/
 
Filed by a Party other than the Registrant / /
 
Check the appropriate box:
 
<TABLE>
<S>                                     <C>
/ /  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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
                           PACIFIC SCIENTIFIC COMPANY 
--------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

          RICHARD V. PLAT, EXECUTIVE VICE PRESIDENT AND SECRETARY
--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
/X/  $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
     or Item 22(a)(2) of Schedule 14A.
 
/ /  $500 per each party to the controversy pursuant to Exchange Act Rule
     14a-6(i)(3).
 
/ /  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:
 
          ----------------------------------------------------------------------
 
     (2)  Aggregate number of securities to which transaction applies:
 
          ----------------------------------------------------------------------
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
          ----------------------------------------------------------------------
 
     (4)  Proposed maximum aggregate value of transaction:
 
          ----------------------------------------------------------------------
 
     (5)  Total fee paid:
 
          ----------------------------------------------------------------------
 
/ /  Fee paid previously with preliminary materials.
 
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
          ----------------------------------------------------------------------
 
     (2)  Form, Schedule or Registration Statement No.:
 
          ----------------------------------------------------------------------
 
     (3)  Filing Party:
 
          ----------------------------------------------------------------------
 
     (4)  Date Filed:
 
          ----------------------------------------------------------------------
<PAGE>   2
 
                                     (LOGO)
 
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD APRIL 16, 1997
 
To The Stockholders:
 
     You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Pacific Scientific Company, which will be held at the Newport Center
Conference Center, located at 610 Newport Center Drive, Suite 130, Newport
Beach, California on Wednesday, April 16, 1997 at 10:00 A.M. for the following
purposes:
 
          (a) To elect a Board of six Directors for the ensuing year,
 
          (b) To ratify the appointment of Deloitte & Touche LLP as independent
     public accountants; and
 
          (c) To consider and act upon such other matters as may properly come
     before the meeting.
 
     The close of business on February 28, 1997 has been fixed as the record
date for stockholders to receive notice of and to vote at the meeting or any
adjournment or postponement thereof. Holders of a majority of the outstanding
shares must be present either in person or by proxy in order for the meeting to
be held. The proxy is revocable at any time in the manner set forth on page 1 of
the Proxy Statement and will not affect your right to vote in person in the
event you attend the meeting.
 
                                          By Order of the Board of Directors,
 
                                          RICHARD V. PLAT
                                          Executive Vice President and Secretary
March 14, 1997
 
WHETHER YOU ATTEND THE MEETING OR NOT, YOU ARE REQUESTED TO SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST
CONVENIENCE. FOR THOSE ATTENDING THE MEETING, AMPLE PARKING WILL BE AVAILABLE.
<PAGE>   3
 
                           PACIFIC SCIENTIFIC COMPANY
 
                         ANNUAL MEETING OF STOCKHOLDERS
                                 APRIL 16, 1997
 
                            ------------------------
 
                                PROXY STATEMENT
 
     This Proxy Statement is furnished by Pacific Scientific Company, 620
Newport Center Drive, Suite 700, Newport Beach, California 92660 (the
"Company"), in connection with the solicitation by the Company's Board of
Directors of proxies to be voted at the Annual Meeting of Stockholders to be
held on Wednesday, April 16, 1997 at 10:00 a.m., and any adjournments or
postponements thereof. The Board of Directors has fixed the close of business
February 28, 1997, as the record date for determining stockholders entitled to
notice of and to vote at the annual meeting. As of that date, 12,210,129 shares
of the Company's Common Stock were issued and outstanding.
 
     Any person giving a proxy has the right to revoke it before it is
exercised. It may be revoked by filing with the Secretary of the Company an
instrument of revocation or by delivering at the annual meeting a duly executed
proxy bearing a later date. It also may be revoked by attendance at the meeting
and electing to vote in person.
 
     All expenses incurred in connection with solicitation of the enclosed proxy
will be paid by the Company. In addition to solicitation by mail, officers,
directors and regular employees of the Company, who will receive no additional
compensation for their services, may solicit proxies by mail, telephone,
telegraph or personal call. The Company has requested brokers and nominees who
hold stock in their names to furnish this proxy material to their customers and
will reimburse such brokers and nominees for their related out-of-pocket
expenses.
 
     The approximate date on which this Proxy Statement and the enclosed proxy
are first being sent to the Company's stockholders is March 14, 1997. A copy of
the Company's Annual Report and Annual Report on Form 10-K for the fiscal year
ended December 27, 1996 accompanies this Proxy Statement.
 
VOTING RIGHTS
 
     Each share of Common Stock outstanding on the record date is entitled to
one vote on all matters to be voted on. As provided by the Company's Bylaws and
by California law, in electing directors no stockholder shall be entitled to
cumulate votes (i.e., cast for any one candidate a number of votes greater than
the number of such stockholder's shares) unless the candidates' names have been
placed in nomination prior to the commencement of voting and at least one
stockholder has given notice prior to commencement of the voting of an intention
to cumulate votes. If any stockholder has given such notice, then each
stockholder may cumulate votes and give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes to which
the stockholder's shares are entitled, or the stockholder may distribute his
votes on the same principle among as many candidates as may be desired. The
candidates receiving the highest number of votes, up to the number of directors
to be elected, shall be elected. If cumulative voting is in effect, the persons
named in the accompanying proxy will vote the shares covered by proxies received
by them among the candidates named herein as they shall determine, unless a
contrary direction is made on such proxies.
 
     An automated system administered by the Company's transfer agent tabulates
the votes. Abstentions and broker non-votes are each included in the
determination of the number of shares present and entitled to vote for purposes
of determining the presence of a quorum. Abstentions and broker non-votes are
tabulated separately. Abstentions and broker non-votes do not constitute a vote
"for" or "against" any matter and thus will be disregarded in any calculation of
"votes cast." The New York Stock Exchange determines whether
<PAGE>   4
 
brokers that do not receive instructions from beneficial owners are entitled to
vote on management proposals. In the event of a broker non-vote with respect to
a management proposal, arising from the absence of authorization by the
beneficial owner to vote as to a management proposal, the proxy will not be
deemed as present and entitled to vote as to the management proposal for
determining the total number of shares of which a majority is required for
adoption. Where no specification is made on a properly executed and returned
form of proxy, the shares will be voted in favor of the election of the nominees
for director and for the ratification of the appointment of Deloitte & Touche
LLP as independent public accountants, as indicated in the form of proxy.
 
                             COMMON STOCK OWNERSHIP
 
     The Company knows of no beneficial owners of more than 5% of the Company's
Common Stock as of February 28, 1997.
 
     The following table sets forth information with respect to beneficial
ownership of the Company's Common Stock held by its directors, by each of the
executive officers named in the Summary Compensation Table beginning on page 5
(the "Summary Compensation Table"), and by all directors and executive officers
as a group, as of February 28, 1997.
 
<TABLE>
<CAPTION>
                                              AMOUNT AND NATURE OF
            NAME OF BENEFICIAL OWNER       BENEFICIAL OWNERSHIP(1)(2)         PERCENT OF CLASS(3)
        ---------------------------------  --------------------------         -------------------
        <S>                                <C>                                <C>
        Directors:
          Walter F. Beran                              3,000                            *
          Ralph O. Briscoe                            17,000                            *
          Lester Hill, Chairman                       50,000(4)                         *
          Ralph D. Ketchum                             8,500                            *
          William A. Preston                          10,000                            *
          Millard H. Pryor, Jr.                        4,000                            *
        Officers:
          Edgar S. Brower(5)                         314,248                          2.5%
          Robert L. Day(6)                             3,500                            *
          Richard G. Knoblock                         12,250                            *
          Ronald B. Nelson                            24,036                            *
          Richard V. Plat                            241,278                          1.9%
        All Directors and Executive
          Officers as a Group (16
          persons):                                  687,812                          5.4%
</TABLE>
 
---------------
 
 *  Represents less than 1%.
 
(1) Information with respect to beneficial ownership is based upon the Company's
    stock records, and data supplied to the Company by the stockholders.
 
(2) Includes certain shares which the following have the right to acquire within
    sixty days of February 28, 1997, through the exercise of stock options under
    the Company's stock option plans: Mr. Brower, 179,000 shares; Mr. Day, 3,500
    shares; Mr. Knoblock, 12,250 shares; Mr. Nelson, 21,536 shares; Mr. Plat,
    82,000 shares.
 
(3) The class consists of 12,724,048 shares.
 
(4) In February 1997, the Board awarded Mr. Hill an option allowing him to
    purchase 250,000 shares of the Company's Common Stock at a price of $12.625,
    the fair market value on the date of the grant. The vesting of these shares
    is 50,000 immediately and 50,000 each on the next four anniversaries of his
    employment.
 
(5) Mr. Brower resigned as a director and officer on February 19, 1997.
 
(6) Mr. Day retired from the Company on December 27, 1996.
 
                                        2
<PAGE>   5
 
              SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
 
     Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of the Company's Common Stock to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in beneficial ownership of Common Stock and other equity securities of
the Company. The Company is not aware of any holder of more than 10% of the
Company's Common Stock. The Company believes that during the fiscal year ended
December 27, 1996, its executive officers and directors complied with all
Section 16(a) filing requirements. In making these statements, the Company has
relied upon a review of the forms furnished to it and the representations of its
directors and officers.
 
                             ELECTION OF DIRECTORS
                                (PROPOSAL NO. 1)
 
     At the annual meeting, it is intended that the persons named in the proxy
will vote for the election of the six nominees listed below, each director to
serve until the next annual meeting or until his successor is elected and
qualified. Directors are to be elected by a plurality of the votes cast at the
annual meeting in person or by proxy by the holders of shares entitled to vote
in the election. Mr. Brower resigned as Chairman, President and Chief Executive
Officer on February 19, 1997 and was succeeded by Mr. Hill. Mr. Thomas P.
Stafford, currently a director, has notified the Board of his intention to
retire as of the next election. Therefore, in February 1997, the Board amended
the Company's Bylaws, in accordance with the terms thereof, to reduce the number
of authorized directors from seven to six, effective with the reelection of the
Board on April 16, 1997. If any nominee, for any reason currently unknown,
cannot be a candidate for election, proxies will be voted for the election of a
substitute recommended by the Board.
 
     THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ALL SUCH NOMINEES.
 
     Biographical summaries and ages of individuals nominated by the Board of
Directors for election as directors appear below. Data with respect to the
number of shares of the Company's common stock beneficially owned by each of
them, directly or indirectly, as of February 28, 1997, appears on page 2 of this
proxy statement.
 
INFORMATION CONCERNING NOMINEES FOR DIRECTOR
 
     WALTER F. BERAN; AGE 71; CHAIRMAN, PACIFIC ALLIANCE GROUP
        Mr. Beran was elected a director of the Company in 1987. He served as
        Vice Chairman and Western Regional Managing Partner of Ernst & Young LLP
        from 1971 until his retirement on September 30, 1986, when he became an
        independent consultant. He joined the Pacific Alliance Group (a
        financial services firm) in 1988, as Chairman. Mr. Beran also serves as
        a director of Arco Chemical Company, Fleetwood Enterprises Inc., and
        Vencor Inc.
 
     RALPH O. BRISCOE; AGE 69; BUSINESS CONSULTANT
        Mr. Briscoe was elected a director of the Company in 1985. Prior to his
        retirement in 1986, Mr. Briscoe was President, Chief Executive Officer
        and a director of Triton Group Ltd. Since his retirement, he has worked
        as a business consultant.
 
     LESTER "BUCK" HILL; AGE 53; CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
        EXECUTIVE OFFICER OF THE COMPANY
        Mr. Hill was elected a director, Chairman of the Board, President and
        Chief Executive Officer of the Company in February 1997. Prior to
        joining the Company, Mr. Hill was a business consultant since 1996; from
        1992 to 1995, he was Executive Vice President of the Communications
        Division of General Instrument Corporation; from 1989 to 1992, he was
        President of Portable Systems Division of Symbol Technologies, Inc.;
        from 1987 to 1989, he was President and CEO of Data Design Laboratories
        Inc.; and from 1968 to 1987, he was employed by TRW, Inc., most recently
        as Vice President and General Manager of the Electronic Components
        Group. Mr. Hill also serves as a director of Metrologic Instruments,
        Inc. and the Board of Advisors of Femtometrics, Inc.
 
                                        3
<PAGE>   6
 
     RALPH D. KETCHUM; AGE 70; PRESIDENT, RDK CAPITAL, INC.
        Mr. Ketchum was elected a director of the Company in 1994. He also
        serves on the boards of Oglebay Norton Company, Thomas Industries,
        Lithium Technologies Corporation, Metropolitan Savings Bank and Crescent
        Electric Supply Company. He is also the General Partner of RDK Capital,
        L.P., and as such is the majority owner and CEO of Heintz Corporation (a
        manufacturer of aircraft engine components) which filed for voluntary
        reorganization under Chapter 11 of the United States Bankruptcy Code, in
        the federal bankruptcy court of the Eastern District of Pennsylvania, on
        August 4, 1993. Mr. Ketchum was a long-time employee of General Electric
        Company, rising to the position of Senior Vice President and Group
        Executive at the time of his retirement. Mr. Ketchum was with GE from
        1946 to 1987, except for a three year period (1969-1972) when he served
        as Vice President of Control Data Corporation.
 
     WILLIAM A. PRESTON; AGE 60; CHAIRMAN AND MAJORITY OWNER OF APM, INC.
        Mr. Preston was elected a director of the Company in 1979. He has been
        Chairman and majority owner of APM, Inc., a specialty plastics
        manufacturer, since 1969. Mr. Preston is also a director of University
        National Bank & Trust Company.
 
     MILLARD H. PRYOR, JR.; AGE 63; MANAGING DIRECTOR, PRYOR & CLARK COMPANY
        Mr. Pryor became a director of the Company in 1992. He is a Managing
        Director of Pryor & Clark Company (a real estate and investment holding
        company), which he had served as an executive since 1970. He has been a
        director of Corcap, Inc. since 1988 and served as an executive officer
        with that company from 1988 to 1992. Mr. Pryor is also a director of The
        Hartford Funds, Infodata Systems Inc., The Wiremold Company and Hoosier
        Magnetics Inc. Additionally, Mr. Pryor was the Chief Executive Officer
        of Lydall Inc. (a manufacturer of materials from specialty fibers) from
        1972 through 1988.
 
COMMITTEES AND COMPENSATION OF THE BOARD OF DIRECTORS
 
     The Company has standing Executive, Audit, Compensation and Nominating
Committees and a Succession Committee. During the Company's last fiscal year,
the Board of Directors held six meetings and each director attended at least 75%
of all Board meetings and meetings of Committees on which he served.
 
  Executive Committee
 
     The Executive Committee, for fiscal 1996, consisted of Messrs. Briscoe,
Brower and Preston (Chairman), has all the powers and authority of the Board of
Directors in the management of the business and the affairs of the Company,
except those powers which by law cannot be delegated by the Board of Directors.
Although the Executive Committee has broad powers, in practice it meets only
when it would be inconvenient to call a meeting of the Board. The Executive
Committee did not meet during the Company's last fiscal year.
 
  Audit Committee
 
     The Audit Committee, consisting of Messrs. Beran (Chairman), Briscoe,
Ketchum, Preston, Pryor and Stafford, met three times during the last fiscal
year. The Audit Committee makes recommendations concerning the engagement of the
Company's independent auditors, consults with the independent auditors
concerning the audit plan and reviews the comments and recommendations resulting
from the auditors' report and management letter. The Audit Committee also
reviews the Company's program of internal audit and consults with the Company's
internal auditor on questions of interest.
 
  Compensation Committee
 
     The Compensation Committee, consisting of Messrs. Ketchum, Preston and
Stafford (Chairman), met twice during the last fiscal year. The Compensation
Committee makes recommendations to the Board of Directors on the annual salary
rates of all elected officers of the Company, makes recommendations to the Board
on incentive compensation, stock options and compensation matters and
administers the incentive compensation, stock option and other compensation
plans of the Company.
 
                                        4
<PAGE>   7
 
  Nominating Committee
 
     The Nominating Committee, consisting of Messrs. Beran, Briscoe and Stafford
(Chairman), makes recommendations to the Board of Directors regarding candidates
to fill future vacancies on the Board. There is no established procedure for
submission of nominations by stockholders. The Nominating Committee did not meet
during the last fiscal year.
 
  Succession Committee
 
     The Succession Committee, consisting of Messrs. Briscoe, Preston (Chairman)
and Stafford, makes recommendations, as required, concerning the selection of
the Company's executive officers. The Committee met six times during the past
year.
 
  Director's Compensation
 
     The Directors' Compensation Plan provides a $25,000 per year retainer with
no other meeting fees or additional retainer payable. Any employee of the
Company, who is also a director, receives no additional compensation or benefit
as a result of being a director.
 
  Director's Retirement Plan
 
     The Company maintains a retirement plan for non-employee members of the
Board. The annual benefit paid under the Plan is $12,000 for directors retiring
before 1994 and $16,000 for directors retiring after 1994. The benefit commences
any time after age sixty-five (65), provided the director is no longer serving
as a director of the Company. Directors who leave the Board before age
sixty-five (65) after completing five (5) years of Board service are eligible to
receive a benefit upon attaining age sixty-five (65).
 
     The plan provides that the retirement benefit will be paid over the lesser
of twelve (12) years or the number of years a director serves on the Board. In
the event of death while a director, a surviving spouse is entitled to receive
an annual benefit equal to 50% of the annual retainer payable to the director at
the date of death, such benefit to be paid for a period equal to the total
number of years of service the deceased director served on the Board, not to
exceed twelve (12) years.
 
     The benefits paid under this plan are a direct obligation of the Company
and are reflected as a financial statement liability determined in accordance
with accepted actuarial assumptions.
 
                                        5
<PAGE>   8
 
                             EXECUTIVE COMPENSATION
 
     The following table discloses compensation received for the three fiscal
years ended December 27, 1996 by the Company's Chief Executive Officer, and the
Company's next four most highly paid executive officers.
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                             LONG TERM
                                                         ANNUAL COMPENSATION                COMPENSATION
                                            ---------------------------------------------   ------------
                                                                             OTHER ANNUAL    SECURITIES     ALL OTHER
                                                                             COMPENSATION    UNDERLYING    COMPENSATION
       NAME AND PRINCIPAL POSITION          YEAR   SALARY($)   BONUS($)(1)      ($)(2)      OPTIONS(#)(3)     ($)(4)
------------------------------------------  ----   ---------   -----------   ------------   ------------   ------------
<S>                                         <C>    <C>         <C>           <C>            <C>            <C>
Edgar S. Brower(5)........................  1996   $403,198            --           --          20,000       $  4,750
  Chairman of the Board, Director,          1995    376,640     $ 155,341       $6,000          20,000         90,620
  President and Chief Executive Officer     1994    339,954       175,000        7,500          80,000        120,620
Richard V. Plat...........................  1996    298,355            --           --          10,000          4,750
  Executive Vice President,                 1995    284,904       100,924           --          10,000          4,620
  Chief Financial Officer and Secretary     1994    234,365        90,000           --          34,000          4,620
Ronald B. Nelson..........................  1996    179,036        61,805           --           5,000          4,476
  Vice President and President,             1995    167,178        87,768           --           4,000          4,180
  Motor Products                            1994    158,415        75,000           --           7,000          3,850
Richard G. Knoblock.......................  1996    163,270        66,086           --           5,000          4,031
  Vice President and President,             1995    147,117        64,150           --           4,000          3,678
  HTL/Kin-Tech and Electro Kinetics         1994    130,000            --           --           5,600          1,875
Robert L. Day(6)..........................  1996    132,056        59,772           --           1,000          2,969
  Vice President and President,             1995    128,657        12,343           --           2,000          2,722
  Energy Dynamics Division                  1994    117,416        21,208           --           5,200          2,248
</TABLE>
 
---------------
 
(1) The amounts shown in this column reflect payments under the Company's
    Management Incentive Plan which is described more thoroughly in the
    Compensation Committee Report on Executive Compensation, which begins on
    page 9 of this proxy statement.
 
(2) The amounts shown in this column reflect the non-preferential dividends
    earned by Mr. Brower as part of his long-term incentive agreement with the
    Company. Mr. Brower held 100,000 shares of restricted common stock. The
    restricted term expired in July 1995, therefore, this amount represents the
    non-preferential dividends paid by the Company during 1994 and the first two
    quarters of 1995. The fair market value of the 100,000 shares of restricted
    stock was $1,950,000 on the date that the restriction expired.
 
(3) For the three-year period ended December 27, 1996, no restricted stock
    awards were made.
 
(4) The amounts disclosed in this column include:
 
     (a) For Mr. Brower, the Company accrued $86,000 and $116,000 in fiscal 1995
         and 1994, respectively, on behalf of Mr. Brower for his supplementary
         Executive Retirement Plan. No accrual was necessary for this Plan
         during 1996, as the Plan expense was fully accrued at December 29,
         1995. The Executive Retirement Plan is provided to Mr. Brower only, and
         is in addition to and duplicates the benefits provided by the Post-1985
         Retirement Plan for employees hired after January 1, 1985. This plan is
         not separately funded and rights to receive payment are identical to
         those of an unsecured creditor.
 
     (b) The Company contributions, under Pacific Scientific's Savings Plan, a
         defined contribution, were:
 
<TABLE>
<CAPTION>
                                                    1996       1995       1994
                                                   ------     ------     ------
                <S>                                <C>        <C>        <C>
                Mr. Brower.......................   4,750     $4,620     $4,620
                Mr. Plat.........................   4,750      4,620      4,620
                Mr. Nelson.......................   4,476      4,180      3,850
                Mr. Knoblock.....................   4,031      3,678      1,875
                Mr. Day..........................   2,969      2,722      2,248
</TABLE>
 
(5) Mr. Brower resigned as a director and officer on February 19, 1997.
 
(6) Mr. Day retired from the Company on December 27, 1996.
 
                                        6
<PAGE>   9
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
     The following table provides information on option grants in fiscal 1996 to
the named executive officers.
 
<TABLE>
<CAPTION>
                                                            INDIVIDUAL GRANTS                               POTENTIAL
                                         -------------------------------------------------------       REALIZABLE VALUE AT
                                         NUMBER OF       % OF TOTAL                                      ASSUMED ANNUAL
                                         SECURITIES       OPTIONS                                     RATES OF STOCK PRICE
                                         UNDERLYING      GRANTED TO                                       APPRECIATION
                                          OPTIONS       EMPLOYEES IN     EXERCISE                      FOR OPTION TERM(3)
                                          GRANTED       FISCAL YEAR       PRICE       EXPIRATION     -----------------------
                 NAME                      (#)(1)         1996(2)         ($/SH)         DATE           5%           10%
---------------------------------------  ----------     ------------     --------     ----------     --------     ----------
<S>                                      <C>            <C>              <C>          <C>            <C>          <C>
Edgar S. Brower(4).....................    20,000            17%          $20.88      June 2006      $680,064     $1,082,887
Richard V. Plat........................    10,000             9%           20.88      June 2006       340,032        541,444
Ronald B. Nelson.......................     5,000             4%           20.88      June 2006       170,016        270,722
Richard G. Knoblock....................     5,000             4%           20.88      June 2006       170.016        270,722
Robert L. Day(5).......................     1,000             1%           20.88      June 2006        34,003         54,144
</TABLE>
 
---------------
 
(1) All options granted by the Company are pursuant to the Pacific Scientific
    Company 1995 Stock Option Plan, as described in the Compensation Committee
    Report on Executive Compensation under the caption "Long-Term Incentive
    Compensation" on page 10 of this proxy statement. The shares become fully
    exercisable after four years with normal vesting occurring at a rate of 25%
    per year. The Stock Option Plan grants broad discretion to the Board of
    Directors to change or modify the material terms of option grants.
 
(2) The Company granted options representing 117,000 shares to employees in
    fiscal 1996.
 
(3) The dollar amounts in these columns are determined using assumed rates of
    appreciation set by the Securities and Exchange Commission and are not
    intended to forecast future appreciation, if any, in the market value of the
    Company's Common Stock. Such amounts are based on the assumption that the
    named persons hold the options for the full ten-year term. The actual value
    of the options will vary in accordance with the market price of the
    Company's Common Stock.
 
(4) Mr. Brower resigned as a director and officer on February 19, 1997.
 
(5) Mr. Day retired from the Company on December 27, 1996.
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES
 
     The following table provides information on the number of exercised and
unexercised options and the value of the in-the-money unexercised options held
by the named executive officers at December 27, 1996. The Company currently does
not grant stock appreciation rights.
 
<TABLE>
<CAPTION>
                                                                   NUMBER OF UNEXERCISED             VALUE OF UNEXERCISED
                                    SHARES                                OPTIONS                    IN-THE-MONEY OPTIONS
                                   ACQUIRED        VALUE           AT FISCAL YEAR-END(#)           AT FISCAL YEAR-END($)(2)
                                  ON EXERCISE     REALIZED     -----------------------------     -----------------------------
             NAME                     (#)          ($)(1)      EXERCISABLE     UNEXERCISABLE     EXERCISABLE     UNEXERCISABLE
------------------------------    -----------     --------     -----------     -------------     -----------     -------------
<S>                               <C>             <C>          <C>             <C>               <C>             <C>
Edgar S. Brower(3)............           --             --       174,000          100,000         $ 519,938        $  85,938
Richard V. Plat...............       52,300       $614,525        79,500           44,500           248,438           34,375
Ronald B. Nelson..............           --             --        20,286           14,764            55,614            9,045
Richard G. Knoblock...........           --             --        11,000           13,200            19,125            6,375
Robert L. Day(4)..............           --             --         3,500            6,800             4,644            4,644
</TABLE>
 
---------------
 
(1) The amounts in this column were calculated using the difference between the
    closing market price of the Company's Common Stock at exercise minus the
    option exercise price.
 
(2) The amounts in this column were calculated by using the difference between
    the closing price of the Company's Common Stock on December 27, 1996 and the
    option exercise prices. The closing price of the Company's Common Stock on
    December 27, 1996 on the New York Stock Exchange was $11.50.
 
(3) Mr. Brower resigned as a director and officer on February 19, 1997.
 
(4) Mr. Day retired from the Company on December 27, 1996.
 
                                        7
<PAGE>   10
 
RETIREMENT BENEFITS
 
     To provide for retirement income for its employees, the Company has pension
plans designed to qualify under applicable provisions of the Internal Revenue
Code of 1986, as amended. All full-time employees and certain part-time
employees in the United States are eligible to participate in a pension plan
after one year of service. The plans are funded solely by Company contributions.
 
     Effective January 1, 1985, the Company's pension plans were revised to
combine all existing employee group retirement plans of the Company into one
defined benefit plan. Employees hired on and after January 1, 1985 participate
in the Post-1985 Retirement Plan. Employees hired prior to January 1, 1985 have
the option of receiving retirement benefits from the Pre-1985 or Post-1985
Retirement Plan whichever plan provides the higher benefit.
 
                            PRE-1985 RETIREMENT PLAN
                      ESTIMATED ANNUAL RETIREMENT BENEFITS
 
<TABLE>
<CAPTION>
     HIGHEST
    FIVE-YEAR          15           20            25             30             35
     AVERAGE        YEARS OF     YEARS OF      YEARS OF       YEARS OF       YEARS OF
   COMPENSATION     SERVICE      SERVICE      SERVICE(1)     SERVICE(1)     SERVICE(1)
------------------  --------     --------     ----------     ----------     ----------
<S>                 <C>          <C>          <C>            <C>            <C>
 $125,000.........  $ 48,800     $ 65,500      $  80,000      $  80,000      $  80,000
  175,000.........    70,700       94,700        115,000        115,000        115,000
  225,000.........    92,600      123,900        150,000        150,000        150,000
  275,000.........   114,500      153,100        185,000        185,000        185,000
  325,000.........   136,400      182,300        220,000        220,000        220,000
  375,000.........   158,300      211,500        255,000        255,000        255,000
  425,000.........   180,200      240,700        290,000        290,000        290,000
  475,000.........   202,100      269,900        325,000        325,000        325,000
  525,000.........   224,000      299,100        360,000        360,000        360,000
</TABLE>
 
                           POST-1985 RETIREMENT PLAN
                      ESTIMATED ANNUAL RETIREMENT BENEFITS
 
<TABLE>
<CAPTION>
     HIGHEST
    FIVE-YEAR          15           20           25           30           35
     AVERAGE        YEARS OF     YEARS OF     YEARS OF     YEARS OF     YEARS OF
   COMPENSATION     SERVICE      SERVICE      SERVICE      SERVICE      SERVICE
------------------  --------     --------     --------     --------     --------
<S>                 <C>          <C>          <C>          <C>          <C>
 $125,000.........  $ 26,100     $ 34,700     $ 43,400     $ 52,100     $ 60,800
  175,000.........    37,300       49,700       62,200       74,600       87,000
  225,000.........    48,600       64,700       80,900       97,100      133,300
  275,000.........    59,800       79,700       99,700      119,600      139,500
  325,000.........    71,100       94,700      118,400      142,100      165,800
  375,000.........    82,300      109,700      137,200      164,600      192,000
  425,000.........    93,600      124,700      155,900      187,100      218,300
  475,000.........   104,800      139,700      174,700      209,600      244,500
  525,000.........   116,100      154,700      193,400      232,100      270,800
</TABLE>
 
---------------
 
(1) Maximum benefits are obtained at 24 pension service years.
 
     The compensation covered by the plans for which benefits are summarized in
the tables above include salary, wages, bonuses and commissions. The covered
compensation for each of the executive officers named in the Summary
Compensation Table is the highest 5 consecutive years' average of the past 10
years of salary and bonus. Mr. Brower is provided with a supplementary Executive
Retirement Plan which is in addition to and duplicates the benefits provided by
the Post-1985 Company Plan, including the Pacific Scientific Company Pension
Restoration Plan. Mr. Hill is provided with a Special Supplemental Retirement
Plan, consisting of a monthly defined contribution of $5,000. This Plan is in
addition to the Company's regular Employee Pension Plan and the Pacific
Scientific Company Pension Restoration Plan.
 
                                        8
<PAGE>   11
 
     The officers named in the Summary Compensation Table have been credited
with the following years of service: Mr. Brower, 11 years; Mr. Plat, 19 years;
Mr. Nelson, 7 years; Mr. Knoblock, 8 years and Mr. Day, 15 years. Of these
officers, Mr. Plat is the only one to have the option of receiving benefits in
either of the plans as described above.
 
     The benefits under the Pre-1985 Retirement Plan are subject to the
deduction of a portion of Social Security or equivalent benefits (maximum
deduction limited to 50%, which is reached at 18.75 pension service years) and
are computed on the ten-year certain and life amounts.
 
     The benefits under the Post-1985 Retirement Plan are not subject to any
deduction for Social Security (nor are there any other offset amounts) and are
computed on the basis of an excess plan.
 
     During 1994, the Company adopted the Pacific Scientific Company Pension
Restoration Plan. This plan was implemented to restore the pension benefit that
would otherwise be payable but for the $150,000 per year pay limitation imposed
during 1994 by Section 401(A)(17) of the Internal Revenue Code. This plan
preserves the pension benefit in effect prior to 1994. As a result, if an
individual's compensation exceeds the prescribed limits, the excess benefits
will be paid by the Company pursuant to this plan.
 
EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL ARRANGEMENTS
 
     In February 1997, Mr. Hill joined the Company as Chairman of the Board,
Chief Executive Officer and President. Mr. Hill is to receive an annual salary
of $325,000 and other benefits. Mr. Hill is also eligible for a bonus based on
the achievement of agreed upon objectives. If Mr. Hill's employment is
terminated by the Company other than for cause, death or disability, Mr. Hill is
to receive a severance payment equal to 24 months of his then current salary. In
the event of a change of control of the Company, Mr. Hill may be entitled to
severance equal to 24 months of his then current salary and the options granted
to Mr. Hill upon joining the Company automatically vest. There are no special
termination benefits or change of control benefits for other officers of the
Company.
 
                         COMPENSATION COMMITTEE REPORT
                           ON EXECUTIVE COMPENSATION
 
OVERVIEW AND PHILOSOPHY
 
     The Compensation Committee of the Board of Directors (the "Committee") is
composed of outside directors and is responsible for developing and making
recommendations to the Board with respect to the compensation received by the
Company's executive officers (including the named executive officers).
 
     The Committee has available to it an outside compensation consultant and
access to independent compensation data. The general objectives of the
compensation program are:
 
     - Competitiveness and design flexibility to attract and retain top caliber
management
 
     - Pay for performance
 
     - Focus on stockholder value creation
 
     The executive compensation program provides an overall level of
compensation opportunity that is competitive within similar industries as well
as within a broader group of companies of comparable size and complexity. Actual
compensation levels may be higher or lower than the average competitive levels
in the surveyed group of companies based upon the discretion of the Committee as
well as individual performance.
 
EXECUTIVE OFFICER COMPENSATION PROGRAM
 
     The Company's executive officer compensation program is comprised of base
salary, annual incentive compensation, long-term incentive compensation in the
form of stock options and various benefits including medical and pension plans
generally available to employees of the Company.
 
                                        9
<PAGE>   12
 
  Base Salary
 
     Base salary levels for the Company's executive officers are competitive and
generally set at the median, relative to other comparable manufacturing
companies of similar size and complexity. In determining base salary, the
Committee also takes into consideration qualifications, experience, performance
and other specific issues particular to the Company.
 
  Annual Incentive Compensation
 
     The Management Incentive Plan is the Company's annual bonus program for
executive officers and key managers. Approximately 75 employees were eligible
for bonus incentive compensation during 1996. The purpose of the plan is to
provide a direct financial incentive in the form of an annual cash bonus to
executives and key employees to achieve their respective business units' or the
Company's annual goals. Target goals for the Company's and the business units'
performances are set at the beginning of each year. The measures of the
Company's performance include pre-tax income, management of receivables,
inventory turns and other factors. No bonus is paid unless a 75% performance
threshold is exceeded. A full target bonus is paid only if the goals are fully
met. Exceeding goals can result in a bonus equal to 150% of the target bonus.
Target bonus awards, as a percent of base salary, are set at a competitive level
for a broad group of companies of comparable size and complexity. Discretionary
bonuses, usually not to exceed 10% of base salary, are sometimes awarded under
special circumstances to employees who have not qualified under the regular
bonus program but who, in the judgement of the Compensation Committee, have made
outstanding contributions during the past year.
 
     The Omnibus Reconciliation Act of 1993 (OBRA) limited deductible senior
officer annual compensation to $1,000,000, unless the compensation qualifies as
"performance-based" compensation under Internal Revenue Code Section 162(m)
"Code Section 162(m)." In general, the Company does not believe the compensation
payable to the Company's senior officers will exceed $1,000,000, however, the
Company will continue to evaluate the requirements of the Code Section 162(m)
and consider the deductibility of senior officer compensation.
 
  Long-Term Incentive Compensation
 
     The 1995 Stock Option Plan is the Company's long-term incentive program for
executive officers and key employees. The objective of the program is to align
the executives' and stockholders' long-term interests by creating a strong and
direct link between executive pay and stockholder return and to enable the
executives to develop and maintain a significant, long-term stock ownership
position in the Company's common stock. The proportion of stock options awarded
is a function of salary and position in the Company.
 
  Chief Executive Officer Compensation
 
     Mr. Brower received a salary of $403,198, $376,640 and $339,954 in the
years 1996, 1995 and 1994, respectively. During 1996, his annual salary was
increased by 7%. This increase compares with a 4% average merit increase
received by the Company's other salaried employees in 1996.
 
     Mr. Brower's annual base salary is at approximately the 50th percentile of
other chief executive officers' base salaries, calculated using a compensation
data base for manufacturing companies of like size and, where possible,
organized similarly to Pacific Scientific's divisional structure.
 
     Mr. Brower received no bonus for 1996. For 1995 and 1994, he received
$155,341 and $175,000, respectively. These bonus payments were determined using
the same formula as used for all other key employees.
 
     In accordance with the 1995 Stock Option Plan (as described above), Mr.
Brower received 20,000 stock options in fiscal 1996, 20,000 stock options in
fiscal 1995 and 80,000 stock options were awarded in fiscal 1994.
 
MEMBERS OF THE COMPENSATION COMMITTEE
 
Thomas P. Stafford, Chairman
William A. Preston
Ralph D. Ketchum
 
                                       10
<PAGE>   13
 
                         STOCK PRICE PERFORMANCE GRAPH
 
     The information in the foregoing report of the Compensation Committee and
the following graph shall not be incorporated by reference (by any general
statement incorporating this proxy statement by reference or otherwise) into any
prior or future filing under the Exchange Act or the Securities Act of 1933,
except to the extent Pacific Scientific Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
 
     Note: The stock price performance shown on the graph below is not
necessarily indicative of future price performance.
 
                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                  OF PACIFIC SCIENTIFIC COMPANY, S&P 500 INDEX
                    AND S&P HIGH TECHNOLOGY COMPOSITE INDEX
 
<TABLE>
<CAPTION>

 MEASUREMENT PERIOD
(FISCAL YEAR COVERED)                             PSC               S&P 500          S&P HIGH-TECH
---------------------                            -----              -------          -------------
<S>                                              <C>                 <C>                 <C>
1991                                             100.0               100.0               100.0
1992                                             172.4               107.7               104.1
1993                                             240.2               118.4               128.1
1994                                             441.8               119.9               149.3
1995                                             548.5               164.9               215.0
1996                                             243.0               202.8               305.1
</TABLE>
 
     The cumulative total return calculation assumes $100 invested on December
27, 1991 and dividend reinvestments. The graph above is calculated through the
fiscal year ended December 27, 1996.
 
                            APPOINTMENT OF AUDITORS
                                (PROPOSAL NO. 2)
 
     The firm of Deloitte & Touche LLP, certified public accountants, has been
the Company's independent accountants since 1972 and has been selected by the
Board of Directors to serve as its independent accountants for the fiscal year
ending December 26, 1997.
 
     The independent accountants meet periodically with the Audit Committee of
the Board of Directors. The members of the Audit Committee are Messrs. Beran
(Chairman), Briscoe, Ketchum, Preston, Pryor and Stafford.
 
     Professional services performed by Deloitte & Touche LLP for the fiscal
year ended December 27, 1996 consisted of an audit of the consolidated financial
statements of the Company and its subsidiaries, limited reviews of interim
financial information, services related to filings with the Securities and
Exchange
 
                                       11
<PAGE>   14
 
Commission, meetings with the Company's Audit Committee, and consultation on
various matters relating to accounting and financial reporting.
 
     The Audit Committee approved in advance or ratified each of the major
professional services provided by Deloitte & Touche LLP and considered the
possible effect of each such service on the independence of that firm.
 
     Representatives of Deloitte & Touche LLP are expected to be present at the
annual meeting with the opportunity to make a statement, if they desire, and
will be available to respond to appropriate questions during the meeting.
 
     An affirmative vote of a majority of the shares present and voting at the
meeting is required for ratification of the appointment of the auditors.
 
     THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE APPOINTMENT OF THE AUDITORS.
 
                             STOCKHOLDER PROPOSALS
 
     Proposals by stockholders to be presented at the Company's 1998 annual
meeting must be received by the Company no later than 120 days prior to March
13, 1998, in order to be considered for inclusion in the Company's proxy
statement and form of proxy for such meeting.
 
                                 OTHER MATTERS
 
     Management knows of no other business to be presented at the annual
meeting. If other matters do properly come before the meeting, or any
adjournments or postponements thereof, it is the intention of the persons named
in the proxy to vote on such matters according to their best judgment.
 
                                          By Order of the Board of Directors,
 
                                          RICHARD V. PLAT
                                          Executive Vice President and Secretary
Dated: March 14, 1997
 
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE COMPLETED AND RETURNED. YOUR
COOPERATION IN PROMPTLY RETURNING YOUR SIGNED PROXY CARD WILL BE HELPFUL IN
REDUCING EXPENSES INCIDENTAL TO FOLLOWING UP THIS PROXY SOLICITATION.
 
                                       12
<PAGE>   15
 
                                          NOTICE OF
                                          ANNUAL
                                          MEETING OF
                                          STOCKHOLDERS
                                          AND PROXY
                                          STATEMENT
 
                                          APRIL 16, 1997
 
                                          (LOGO)
<PAGE>   16
<TABLE>
<CAPTION>

<S>                                                                                  <C>                        

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.           PLEASE MARK
                                                                                      YOUR VOTE AS  [X]
                                                                                      INDICATED IN
                                                                                      THIS EXAMPLE
                                                        
                                                          
(1) ELECTION OF DIRECTORS

   FOR all nominees                WITHHOLD         INSTRUCTION: To withhold authority to vote for any
listed at right (except           AUTHORITY         individual nominee strike a line through the nominee's name
    as marked to the            to vote for as      in the list below)
   contrary at right)          nominees listed
                                   at right         
          [ ]                        [ ]            W. Beran, R. Briscoe, L. Hill, R. Ketchum, W. Preston, M. Pryor, Jr.


(2) PROPOSAL TO RATIFY THE APPOINTMENT OF Deloitte & Touche          The undersigned hereby acknowledges receipt of the
    LLP as the Company's independent public accountants.             Notice of Annual Meeting of Stockholders to be held
                                                                     April 16, 1997 and the Proxy Statement furnished
                                                                     herewith.
               FOR      AGAINST      ABSTAIN
               [ ]        [ ]          [ ]

                                                                     ---------------------------------------------------
                                                                                         Signature


                                                                     ---------------------------------------------------
                                                                                          Signature


                                                                     Dated:                                       , 1997
                                                                            --------------------------------------


                                                                     Please sign exactly as name appears hereon. When signing
                                                                     as attorney, executor, administrator, trustee or guardian,
                                                                     give full title as such.  If more than one name appears
                                                                     hereon, all persons named should sign.

</TABLE>

------------------------------------------------------------------------------
                              FOLD AND DETACH HERE


                           [PACIFIC SCIENTIFIC LOGO]

                     YOUR VOTE IS IMPORTANT TO THE COMPANY


                      PLEASE SIGN AND RETURN YOUR PROXY BY
                    TEARING OFF THE TOP PORTION OF THE SHEET
             AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE



                              
                              
                              
                              
                              

                              

<PAGE>   17
                           PACIFIC SCIENTIFIC COMPANY

        The undersigned stockholder of PACIFIC SCIENTIFIC COMPANY hereby
appoints LESTER HILL, RICHARD V. PLAT, or either of them, proxies of the
undersigned, each with full power to act without the other and with the power
of substitution to represent the undersigned at the Annual Meeting of
Stockholders of Pacific Scientific Company to be held at the Newport Center
Conference Center, 610 Newport Center Drive, Suite 130, Newport Beach,
California 92660 on April 16, 1997 at 10:00 A.M. (California time), and at any
adjournments or postponements thereof, and to vote all shares of stock of the
Company standing in the name of the undersigned with all the powers the
undersigned would possess if personally present, in accordance with the
instructions below and on the reverse hereof, and in their discretion upon such
other business as may properly come before the meeting; provided however, that
such proxies, or either of them, shall have the power to cumulate votes and
distribute them among the nominees listed below as they see fit, and to drop
any of such nominee, in order to ensure the election of the greatest number of
such nominees.

        THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS BELOW AND
ON THE REVERSE HEREOF, AND WILL BE VOTED IN FAVOR OF ANY MATTER BELOW AS TO
WHICH NO INSTRUCTIONS ARE INDICATED.

                 IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE

             ------------------------------------------------------
                              FOLD AND DETACH HERE