SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Blonder Tongue Laboratories, Inc.
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(Name of Registrant as Specified In Its Charter)
Blonder Tongue Laboratories, Inc.
------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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
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4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
<PAGE>
[ ] 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:
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<PAGE>
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, New Jersey 08857
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 6, 1999
---------------
To the Stockholders of Blonder Tongue Laboratories, Inc.:
The 1999 Annual Meeting of Stockholders of Blonder Tongue Laboratories,
Inc. (the "Company") will be held at the Hyatt Regency New Brunswick, 2 Albany
Street, New Brunswick, New Jersey 08901, on May 6, 1999, at 10:00 a.m., local
time, for the following purposes:
1. To elect three Directors constituting Class I of the Board of
Directors to serve until the 2002 Annual Meeting of Stockholders or
until their successors have been elected and qualified;
2. To ratify the appointment of BDO Seidman, LLP, certified public
accountants, as the Company's independent auditors for the year ending
December 31, 1999; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof. In their discretion, the Proxies
are authorized to vote upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
A Proxy, if properly executed and received in time for the voting, will be
voted in the manner directed therein. If no direction is made, such Proxy will
be voted FOR all proposals therein.
The Board of Directors has fixed the close of business on March 23, 1999,
as the record date for determining stockholders entitled to notice of the
meeting and to vote at such meeting or any adjournments thereof, and only
stockholders of record at the close of business on March 23, 1999, are entitled
to notice of and to vote at such meeting or any adjournments thereof.
Your attention is directed to the attached Proxy Statement for further
information regarding each proposal to be made.
You are cordially invited to attend the meeting. Whether or not you plan to
attend, you are urged to complete, date and sign the enclosed proxy and return
it promptly. If you receive more than one form of proxy, it is an indication
that your shares are registered in more than one account, and each such proxy
must be completed and returned if you wish to vote all of your shares eligible
to be voted at the meeting.
By Order of the Board of Directors
Robert J. Palle, Jr., Executive Vice President
and Secretary
April 5, 1999
---------------
PLEASE COMPLETE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING AND DESIRE TO
VOTE IN PERSON AT THE MEETING, YOUR PROXY WILL BE RETURNED TO YOU UPON WRITTEN
NOTICE TO THE SECRETARY OF THE COMPANY REVOKING YOUR PROXY.
<PAGE>
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, New Jersey 08857
PROXY STATEMENT FOR
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 6, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Blonder Tongue Laboratories,
Inc., a Delaware corporation (the "Company"), to be voted at the 1999 Annual
Meeting of Stockholders of the Company (the "Annual Meeting") to be held at the
Hyatt Regency New Brunswick, 2 Albany Street, New Brunswick, New Jersey 08901 on
May 6, 1999, at 10:00 a.m., local time, and at any adjournment or adjournments
thereof.
All proxies delivered pursuant to this solicitation are revocable at any
time before they are exercised by written notice to the Secretary of the
Company, or by delivering a later dated proxy. Attendance at the Annual Meeting
will not, without delivery of the written notice described in the immediately
preceding sentence, constitute revocation of a proxy. The mailing address of the
principal executive offices of the Company is One Jake Brown Road, Old Bridge,
New Jersey 08857. The Company's telephone number is (732) 679-4000. This Proxy
Statement and the enclosed form of proxy will be mailed to each stockholder on
or about April 5, 1999, together with the Annual Report on Form 10-K for the
year ended December 31, 1998.
All properly executed proxies delivered pursuant to this solicitation and
not revoked will be voted at the Annual Meeting in accordance with the
directions given. Regarding the election of Directors to serve until the 2002
Annual Meeting of Stockholders, in voting by proxy, stockholders may vote in
favor of all nominees or withhold their votes as to all nominees or withhold
their votes as to specific nominees. With respect to the other proposals to be
voted upon, stockholders may vote in favor of a proposal, against a proposal or
may abstain from voting. Stockholders should specify their choices on the
enclosed form of proxy. If no specific instructions are given with respect to
the matters to be acted upon, the shares represented by a signed proxy will be
voted FOR the election of all nominees and FOR the proposal to ratify the
appointment of BDO Seidman, LLP as independent auditors for the fiscal year
ending December 31, 1999. Directors will be elected by a plurality of the votes
cast by the holders of the shares of Common Stock voting in person or by proxy
at the Annual Meeting. Thus, abstentions will have no effect on the vote for
election of Directors. Approval of any other matters to come before the Annual
Meeting will require the affirmative vote of the holders of a majority of the
shares of Common Stock of the Company present in person or by proxy at the
Annual Meeting. Broker non-votes, which occur when a broker or other nominee
holding shares for a beneficial owner does not vote on a proposal because the
beneficial owner has not checked one of the boxes on the proxy card, are not
considered to be shares "entitled to vote" (other than for quorum purposes),
will not be included in vote totals and will have no effect on the outcome of
any matters to be voted upon at the Annual Meeting.
Management is not aware at the date hereof of any matter to be presented at
the Annual Meeting other than the election of Directors and the other proposals
described in the attached Notice of Annual Meeting of Stockholders. If any other
matter is properly presented, the persons named in the proxy will vote thereon
according to their best judgement.
The expense of soliciting proxies for the Annual Meeting, including the
cost of preparing, assembling and mailing the notice, proxy and Proxy Statement,
will be paid by the Company. The solicitation will be made by use of the mails,
through brokers and banking institutions, and by officers and regular employees
of the Company. Proxies may be solicited by personal interview, mail, telephone
or facsimile transmission.
Only owners of record of the common stock, $.001 par value per share, of
the Company ("Common Stock") at the close of business on March 23, 1999 (the
"Record Date"), are entitled to notice of and to vote at the Annual Meeting or
any adjournments or postponements thereof. Each owner of record on the Record
Date is entitled to one vote for each share of Common Stock of the Company so
held. There is no cumulative voting. On the Record Date, there were 8,289,797
shares of Common Stock issued, outstanding and entitled to vote.
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's Certificate of Incorporation, as amended, provides that the
Board shall consist of between five and eleven members, as determined from time
to time by the Board, divided into three classes as nearly equal in number as
possible. The size of the Board has currently been set at eight. The term of the
current Class I Directors expires at the 1999 Annual Meeting, the term of the
current Class II Directors expires at the 2000 Annual Meeting and the term of
the current Class III Directors expires at the 2001 Annual Meeting. The
successors to each class of Directors whose terms expire at an Annual Meeting
will be elected to hold office for a term expiring at the Annual Meeting of
Stockholders held in the third year following the year of their election.
The Directors whose terms will expire at the 1999 Annual Meeting of
Stockholders are James A. Luksch, John E. Dwight and Robert E. Heaton, all of
whom have been nominated by the Board to stand for reelection as Directors at
the 1999 Annual Meeting of Stockholders, to hold office until the 2002 Annual
Meeting of Stockholders and until their successors are elected and qualified.
Messrs. Luksch, Dwight and Heaton have consented to serve for the new terms, if
elected.
Recommendation of the Board of Directors Concerning the Election of Directors
The Board of Directors of the Company recommends a vote FOR James A.
Luksch, John E. Dwight and Robert E. Heaton as Class I Directors to hold office
until the 2002 Annual Meeting of Stockholders and until their successors are
elected and qualified. Proxies received by the Board of Directors will be so
voted unless stockholders specify in their proxy a contrary choice.
DIRECTORS AND EXECUTIVE OFFICERS
Nominee and Continuing Directors
The following table sets forth the names and certain information about each
of the nominees for election as a Director of the Company and the continuing
Directors of the Company:
<TABLE>
<CAPTION>
Director
Name Age Since
---- --- --------
<S> <C> <C>
Nominees for three-year term expiring in 2002 (Class I Directors):
James A. Luksch..................................................... 68 1988
John E. Dwight(1)................................................... 63 1995
Robert E. Heaton(2) ................................................ 69 1998
Directors not standing for election this year whose terms expire
in 2000 (Class II Directors):
Robert J. Palle, Jr................................................. 53 1993
James H. Williams................................................... 67 1988
Gary P. Scharmett................................................... 43 1997
</TABLE>
- -------------
(1) Since December, 1995, a member of the Audit Committee of the Board of
Directors.
(2) Since May, 1998, a member of the Compensation Committee of the Board of
Directors.
2
<PAGE>
<TABLE>
<S> <C> <C>
Directors not standing for election this year whose terms expire
in 2001 (Class III Directors):
James F. Williams(1)(2)............................................. 41 1993
Robert B. Mayer(1)(3)............................................... 67 1995
</TABLE>
- -------------
(1) Since December, 1995, a member of the Audit Committee of the Board of
Directors.
(2) Since September, 1997, a member of the Compensation Committee of the Board
of Directors.
(3) Since December, 1995, a member of the Compensation Committee of the Board
of Directors.
Set forth below is a brief summary of the recent business experience and
background of each nominee, continuing Director and executive officer:
James A. Luksch, 68, has been the President and Chief Executive Officer and
a Director of the Company since November, 1988. He became Chairman of the Board
in November, 1994.
John E. Dwight, 63, became a Director of the Company on December 14, 1995,
immediately after the completion of the Company's initial public offering of
Common Stock. He became a Senior Vice President of the Company in September,
1997. From 1992 until September, 1997, Mr. Dwight served as President of Film
Microelectronics, Inc., a designer and manufacturer of microelectronic products.
From 1989 to 1992, he was employed by Wavetek, Inc., an electronic testing and
measurement company, as President of its Wavetek Communications Division.
Robert E. Heaton, 69, became a Director of the Company in March, 1998. He
also presently serves on the Boards of Directors of Slater Industries, Inc.,
Calstrip Steel Corp. and Precision Specialty Metals. From April, 1993 through
April, 1995, Mr. Heaton served as Vice Chairman of the Stainless Steel Group of
Lukens, Inc. From April, 1981, through April, 1993, Mr. Heaton was President and
Chief Executive Officer of Washington Steel Corporation until it was acquired by
Lukens, Inc. Mr. Heaton is a past Chairman of the Specialty Steel Industry of
North America.
Robert J. Palle, Jr., 53, has been the Executive Vice President and Chief
Operating Officer of the Company since April, 1989. He became a Director of the
Company in September, 1993.
James H. Williams, 67, has been a Director of the Company since November,
1988, and served as Chairman of the Board from the Company's inception until
November, 1994. He presently serves as a consultant to the Company under a
written agreement. Mr. Williams served as Chairman of the Board and Chief
Executive Officer of Integrated Waste Services, Inc. from September, 1989 until
April, 1996.
Gary P. Scharmett, 43, became a Director of the Company in December, 1997.
Since January, 1989, Mr. Scharmett has been a partner in the law firm of
Stradley, Ronon, Stevens & Young, LLP, the Company's outside counsel.
James F. Williams, 41, became a Director of the Company in September, 1993.
Since April, 1996, Mr. Williams has been the Chairman of the Board and Chief
Executive Officer of Integrated Waste Services, Inc. ("IWSI"). From June, 1990
through April, 1996, Mr. Williams served as Vice President of IWSI. U.S.
Dismantlement Corporation ("USDC"), for which Mr. Williams serves as a Director,
is an indirect, wholly-owned subsidiary of IWSI. In early 1997, USDC's Board
determined to cease operations and liquidate its business. Toward the end of
that process, an uncontested, involuntary bankruptcy petition was filed against
USDC on May 28, 1997. An order closing this proceeding was issued by the court
on December 31, 1997. Mr. Williams is the nephew of Mr. James H. Williams.
Robert B. Mayer, 67, became a Director of the Company on December 14, 1995,
immediately after the completion of the Company's initial public offering of
Common Stock. From 1966 to 1991, he served in various executive positions,
including Director and Regional President of Norstar Bank, N.A. (formerly known
as Liberty National Bank & Trust Co.), a member of Fleet Financial Group. Mr.
Mayer has from time to time served as a part-time instructor at State University
of New York at Buffalo and is currently a Director and Vice Chairman of People,
Inc. and a member of the Loan Committee, Erie County Regional Industrial
Development Corporation.
3
<PAGE>
Other Executive Officers
Peter Pugielli, 51, has served as Senior Vice President, Treasurer and
Chief Financial Officer of the Company since September, 1993. He was hired by
the Company in December, 1989, as Vice President and Chief Financial Officer.
His responsibilities also include management of the Company's information
systems.
Daniel J. Altiere, 60, has been a Senior Vice President of the Company
since April, 1989. Since 1989, he has been responsible for human resources,
quality control, manufacturing, warranty service and industrial engineering.
Norman A. Westcott, 58, has been Vice President of the Company since he
joined the Company in July, 1994. He is responsible for material purchasing and
production. From 1985 until he joined the Company, he served as Vice President
of Operations with Tecma Maquila Services, Juarez, Mexico, a contract
manufacturer/assembler of various products, primarily for United States
companies.
Meetings of the Board of Directors; Committees
During the year ended December 31, 1998, there were eleven meetings of the
Company's Board of Directors and each Director attended (either in person or via
teleconference) at least 75% of the meetings held. The Board of Directors has
two standing committees: the Audit Committee and the Compensation Committee.
Audit Committee. The Audit Committee is currently comprised of James F.
Williams, John E. Dwight and Robert B. Mayer, of whom Messrs. Williams and Mayer
are non-employee Directors. The Audit Committee is responsible to make
recommendations concerning the engagement of independent public accountants,
review the plans and results of the audit engagement with the independent public
accountants, approve professional services provided by the independent public
accountants, review the independence of the independent public accountants,
consider the range of audit and non-audit fees and review the adequacy of the
Company's internal accounting controls. This committee held three meetings
during 1998, all of which were attended (either in person or via teleconference)
by each committee member.
Compensation Committee. The Compensation Committee is currently comprised
of James F. Williams, Robert B. Mayer and Robert E. Heaton, all of whom are
non-employee Directors. The Compensation Committee is responsible to determine
compensation for the Company's executive officers and to administer the
Company's stock option plans, except for the 1996 Director Option Plan. This
committee held eight meetings during 1998 and each committee member attended
(either in person or via teleconference) at least 75% of the meetings held.
Directors' Compensation
During calendar year 1998, each non-employee Director of the Company (other
than James H. Williams) received an annual retainer of $15,000, payable
quarterly, a fee of $1,000 for each Board meeting attended in person ($500 if
attendance was telephonic) and a fee of $600 for each committee meeting attended
in person ($300 if attendance was telephonic or if attending on the same date as
a Board meeting). Each Director was also reimbursed for certain travel, lodging
and related expenses incurred in connection with attendance at Board and
committee meetings. During calendar year 1998, Messrs. Luksch, Palle and Dwight
did not receive any separate compensation for serving on the Board of Directors
or any committees thereof.
In January, 1995, the Company entered into a consulting and non-competition
agreement with James H. Williams for the purpose of obtaining advice and
counseling concerning strategic planning and financial and business matters.
Under this agreement, Mr. Williams is obligated to make himself available to the
Company for up to 25 hours per month, in addition to time spent attending to his
duties as a member of the Board of Directors of the Company. Mr. Williams is
currently paid $136,000 per year for his services under this agreement, subject
to adjustment on a basis consistent with adjustments to compensation to the
Company's senior management. The
4
<PAGE>
agreement provides a cap of $150,000 on payments to be made thereunder during
any calendar year. The agreement terminates on December 31, 1999. Payments to
Mr. Williams under this consulting agreement are in lieu of any other payments
in connection with his services as a Director or committee member, other than
the reimbursement of certain travel, lodging and related expenses incurred in
connection with attendance at Board and committee meetings.
In May, 1998, the stockholders of the Company approved the adoption of the
Company's Amended and Restated 1996 Director Option Plan (the "1996 Plan").
Under the 1996 Plan, Directors who are not currently employed by the Company or
any subsidiary of the Company and who have not been so employed within the past
six months are eligible to receive options from time to time to purchase a
number of shares of Common Stock as determined by the Board; provided, however,
that no Director may be granted options to purchase more than 5,000 shares of
Common Stock in any one calendar year. The exercise price for such shares is the
fair market value thereof on the date of grant, and the options vest as
determined in each case by the Board of Directors. Options granted under the
1996 Plan must be exercised within ten years from the date of grant. A maximum
of 100,000 shares may be awarded under the 1996 Plan which expires January 2,
2006. The plan is administered by 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 ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission and the American Stock Exchange, initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Officers, Directors and greater than ten percent
stockholders (collectively, "Reporting Persons") are additionally required to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations of the Reporting
Persons that no other reports were required with respect to fiscal 1998, all
Section 16(a) filing requirements applicable to the Reporting Persons were
complied with on a timely basis in fiscal 1998.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 1, 1999 by (i) each person
who is known by the Company to beneficially own more than five percent of the
Company's Common Stock, (ii) each of the Company's Directors, including nominee
Directors, (iii) each of the executive officers named in the Summary
Compensation Table and (iv) all executive officers and Directors as a group.
Except as otherwise indicated, the persons named in the table have sole voting
and investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
Percent of Class
Name and Address of Amount and Nature of Beneficially
Beneficial Owner(1)(2) Beneficial Ownership (1) Owned
---------------------- ------------------------ ----------------
<S> <C> <C>
James A. Luksch................................................... 1,998,373 (3) 24.1%
Robert J. Palle, Jr............................................... 1,259,504 (4) 15.2%
John E. Dwight.................................................... 30,034 (5) *
Daniel J. Altiere................................................. 25,829 (6) *
Peter Pugielli.................................................... 22,695 (7) *
James H. Williams................................................. 2,065,525 (8) 24.9%
James F. Williams................................................. 59,673 (8) *
Gary P. Scharmett................................................. 13,300 (9) *
Robert B. Mayer................................................... 3,700 (10) *
Robert E. Heaton.................................................. 0 *
All Directors and executive officers as a group (11 persons)...... 5,447,289 64.7%
</TABLE>
- ----------------
* Less than 1%
(1) Beneficial ownership as of March 1, 1999 for each individual includes
shares subject to options held by such persons (but not held by any other
person) which are exercisable within 60 days after such date. Beneficial
ownership is determined in accordance with the rules of the Commission and
generally includes voting or investment power with respect to securities.
This table contains information furnished to the Company by the respective
stockholders or contained in filings made with the Commission.
(2) The address for each beneficial owner is c/o Blonder Tongue Laboratories,
Inc. One Jake Brown Road, Old Bridge, NJ 08857.
(3) Includes 16,667 shares of Common Stock underlying options granted by the
Company, 10,928 shares of Common Stock owned of record by two trusts of
which Mr. Luksch is the trustee and 9 shares of Common Stock owned of
record by an estate of which Mr. Luksch is the executor.
(4) Includes 15,667 shares of Common Stock underlying options granted by the
Company.
(5) Includes 15,034 shares of Common Stock underlying options granted by the
Company.
(6) Includes 25,829 shares of Common Stock underlying options granted by the
Company.
(7) Includes 22,495 shares of Common Stock underlying options granted by the
Company.
(8) James H. Williams has granted to James F. Williams the option to purchase
57,173 shares of Company Common Stock which he owns. These shares are
included in the beneficial ownership of both Directors. Beneficial
ownership for James F. Williams also includes 2,500 shares of Common Stock
underlying options granted by the Company.
(9) Includes 10,000 shares of Common Stock underlying options granted by the
Company and 1,500 shares of Common Stock held of record by a corporation
wholly-owned by Mr. Scharmett's spouse.
(10) Includes 2,500 shares of Common Stock underlying options granted by the
Company, 500 shares of Common Stock held of record by Mr. Mayer's adult
son, as to which Mr. Mayer expressly disclaims beneficial ownership and 200
shares of Common Stock held of record by Mr. Mayer's spouse.
6
<PAGE>
EXECUTIVE COMPENSATION
Summary
The following table sets forth certain summary information concerning
compensation paid or accrued for services rendered to the Company in all
capacities for the year ended December 31, 1998 and two prior fiscal years with
respect to the Chief Executive Officer and each of the four other most highly
compensated executive officers of the Company who served as executive officers
during 1998 and whose salary plus bonus during 1998 exceeded $100,000.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
--------------------------------- ------------
Securities
Name and Underlying All Other
Principal Position Year Salary ($) Bonus($)(1) Options(#) Compensation($)(2)
------------------ ---- ---------- ----------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
James A. Luksch........................ 1998 311,724 103,079 -- 13,819
President and Chief Executive 1997 311,454 264,364 -- 17,628
Officer 1996 239,652 523,580(3) 25,000 12,501
Robert J. Palle, Jr.................... 1998 242,063 80,209 -- 3,894
Executive Vice President and Chief 1997 242,063 205,921 -- 4,624
Operating Officer 1996 186,202 -- 23,500 2,824
John E. Dwight......................... 1998 150,000 50,000 100,000(4) 5,713
Senior Vice President 1997 45,998 28,080 40,000 945
1996 -- -- -- --
Peter Pugielli......................... 1998 123,616 25,853 36,666(4) 2,575
Senior Vice President and Chief 1997 116,255 73,535 10,000 2,257
Financial Officer 1996 111,077 14,000 10,000 1,553
Daniel J. Altiere .................... 1998 134,231 28,946 40,000(4) 4,893
Senior Vice President 1997 125,808 80,342 10,000 3,774
1996 121,173 14,000 10,000 3,533
</TABLE>
- ------------------
(1) Bonus amounts for 1997 and 1998 include bonuses earned by each individual
under the Company's Executive Officer Bonus Plan based on the Company's
financial performance during such year, except that Mr. Dwight was entitled
to a minimum bonus of $50,000 for 1998 notwithstanding the amount he was
otherwise entitled to under the Executive Officer Bonus Plan pursuant to
his employment arrangements made with the Company during 1997. These
amounts are paid to such individuals in the year after that in which they
accrue.
(2) Represents reimbursement of life insurance premiums, matching contributions
paid by the Company under its 401(k) plan and, for 1998 and 1997, costs of
preparation of individual tax returns. Amounts paid in 1998 for life
insurance were $8,772, $1,607, $2,376, $787 and $1,319; for matching
contributions under the Company's 401(k) plan contributions were $3,922,
$1,162, $3,087, $1,588 and $3,574; and amounts paid for preparation of tax
returns were $1,125, $1,125, $250, $200 and $0 for Messrs. Luksch, Palle,
Dwight, Pugielli and Altiere, respectively. Amounts paid in 1997 for life
insurance were $14,128, $2,549, $945, $1,107 and $1,849; for matching
contributions under the Company's 401(k) plan contributions were $2,375,
$950, $0, $950 and $1,925; and amounts paid for preparation of tax returns
were $1,125, $1,125, $0, $200 and $0 for Messrs. Luksch, Palle, Dwight,
Pugielli and Altiere, respectively. Amounts paid in 1996 for life insurance
were $10,634, $1,846, $0, $599 and $1,715 and for matching contributions
under the Company's 401(k) plan contributions were $1,867, $978, $0, $954
and $1,818 for Messrs. Luksch, Palle, Dwight, Pugielli and Altiere,
respectively.
(3) Represents a special bonus of $523,580 paid in 1996 pursuant to a Special
Bonus Agreement between Mr. Luksch and the Company. Under this Agreement,
the Company agreed to make three annual special bonus payments to Mr.
Luksch in May, 1994, 1995 and 1996, to facilitate Mr. Luksch's purchase of
Common Stock pursuant to a written agreement entered into in July, 1993.
(4) Securities Underlying Options granted in 1998 to Messrs. Dwight, Pugielli
and Altiere include 80,000, 26,666 and 30,000 shares, respectively,
underlying options granted to such individuals in prior years which were
repriced during September, 1998. Thus, the actual net amounts of Securities
Underlying Options initially granted to such individuals in 1998 were
20,000, 10,000 and 10,000 shares, respectively. See "Report of Compensation
Committee on Executive Compensation Policies and Stock Option
Repricing--Stock Option Repricing."
7
<PAGE>
Stock Options
The following table contains information concerning the grant of options to
purchase shares of Common Stock under the Company's 1995 Long Term Incentive
Plan to the named executive officers during the fiscal year ended December 31,
1998.
<TABLE>
<CAPTION>
Option Grants in Fiscal Year 1998
Individual Grants
---------------------------------------------------------
Percent of
Number of Total Options
Securities Granted to Potential Realizable Value at
Underlying Employees Exercise Assumed Annual Rates of Stock
Options in Fiscal Price Per Expiration Price Appreciation for
Granted(#)(1) 1998(2) Share($)(1)(3) Date Option Term(4)
------------- -------------- -------------- ---------- -----------------------------
Name 5%($) 10%($)
---- -------- -------
<S> <C> <C> <C> <C> <C> <C>
James A. Luksch......... -- -- -- -- -- --
Robert J. Palle, Jr..... -- -- -- -- -- --
John E. Dwight.......... 20,000 2.2% 9.81 6/9/07 108,248 266,547
20,000 2.2% 6.88 6/9/07 71,829 180,723
60,000 6.7% 6.88 9/2/07 215,488 542,169
Peter Pugielli.......... 10,000 1.1% 9.81 6/9/07 54,124 133,274
6,666 0.7% 6.88 7/29/06 20,617 50,590
10,000 1.1% 6.88 6/9/07 35,915 90,361
10,000 1.1% 6.88 7/16/07 35,915 90,361
Daniel J. Altiere....... 10,000 1.1% 9.81 6/9/07 54,124 133,274
10,000 1.1% 6.88 7/29/06 30,928 75,892
10,000 1.1% 6.88 6/9/07 35,915 90,361
10,000 1.1% 6.88 7/16/07 35,915 90,361
</TABLE>
- ----------
(1) Options with an exercise price of $9.81 per share were granted on June 10,
1998 (the "1998 Options"), and were to vest and become exercisable in lots
of approximately one-third of the total options granted on the second, third
and fourth anniversaries of the date of grant. Such options, along with all
other options of the Company subject to the repricing of the Company's stock
options, were canceled and regranted on September 17, 1998, at an exercise
price of $6.88 per share but otherwise on the same terms (including vesting
schedule and termination date) as the options they replaced. Options with an
exercise price of $6.88 per share represent regrants of options (including
the 1998 Options) that were canceled in connection with the repricing. See
"Report of Compensation Committee on Executive Compensation Policies and
Stock Option Repricing--Stock Option Repricing."
(2) Based on a total of 890,332 options granted to employees during the fiscal
year ended December 31, 1998 including (i) 640,832 options granted on
September 17, 1998 to replace 640,832 outstanding options that were canceled
on the same date (see "Report of Compensation Committee on Executive
Compensation Policies and Stock Option Repricing--Stock Option Repricing"
for details) and (ii) 249,500 other options that were granted to employees
during such fiscal year.
(3) All options were granted at the estimated fair market value of the Common
Stock on the date of grant, as determined by the Compensation Committee of
the Board of Directors of the Company.
(4) Potential gains are net of the exercise price but before taxes associated
with the exercise. Amounts represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. The assumed 5% and 10% rates of stock price appreciation are provided
in accordance with the rules of the Commission and do not represent the
Company's estimate or projection of the future Common Stock price. Actual
gains, if any, on stock option exercises are dependent on the future
financial performance of the Company and overall market conditions.
8
<PAGE>
Option Exercises and Holdings
The following table provides information with respect to the named
executive officers concerning the exercise of options during fiscal year 1998
and unexercised options held as of December 31, 1998.
Aggregated Option Exercises in 1998
and Option Values as of December 31, 1998
<TABLE>
<CAPTION>
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised
on Value Options at In-the-Money Options at
Exercise(#) Realized($) December 31, 1998(#) December 31, 1998($)(1)
----------- ----------- ---------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James A. Luksch......... -- -- 16,667 8,333 -- --
Robert J. Palle, Jr..... -- -- 15,667 7,833 -- --
John E. Dwight.......... -- -- 15,034 65,466 -- --
Peter Pugielli.......... 3,334 13,319 22,495 22,010 57,179 4,623
Daniel J. Altiere....... -- -- 25,829 22,010 57,179 4,623
</TABLE>
- ----------
(1) These columns represent the difference on December 31, 1998 between the
closing market price of the Company's common stock and the option exercise
price.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee of the Board of Directors currently consists of
James F. Williams, Robert B. Mayer and Robert E. Heaton. No member of the
Compensation Committee was an officer or employee of the Company during fiscal
year 1998. None of the executive officers of the Company has served on the board
of directors, the compensation committee or any other board committee performing
equivalent functions of any other entity, any of whose officers served either on
the Board of Directors or the Compensation Committee of the Company.
Employment Contracts
In August 1995, Mr. Altiere and the Company entered into an employment
agreement which provides that Mr. Altiere is entitled to receive his base salary
for one year following termination of his employment by the Company without
cause. Upon his disability, Mr. Altiere is also entitled to receive his base
annual salary for one year.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION POLICIES AND STOCK OPTION REPRICING
Report on Executive Compensation Policies
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The objective of the Company
in setting executive compensation has been to attract, retain and motivate
qualified executives to manage the Company's business and affairs so as to
foster sales and earnings growth, achieve significant current profits and
maximize stockholder value. Executive compensation in the aggregate is made up
principally of annual base salary, bonus, and awards of stock options under the
Company's 1995 Long Term Incentive Plan.
Generally, annual salary adjustments and bonuses for executive officers
other than Messrs. Luksch and Palle have been established by Mr. Luksch with the
concurrence of the Compensation Committee. The annual salary adjustments and
bonuses for Messrs. Luksch and Palle are determined by the Compensation
Committee, subject to Board approval. An annual performance evaluation of each
executive officer is conducted, upon which a salary adjustment is determined.
The performance evaluation focuses on the executive's performance during the
past year of the responsibilities of his position, the executive's improvement
in areas where any deficiencies may have been noted in the past, and the
executive's achievement of any specific goals and objectives which may have been
established for such executive, including achievement of budget objectives. The
Company's overall profit for
9
<PAGE>
the fiscal year and the executive's individual contribution to that profit are
also considered at year end when bonuses are determined. As is typical for most
corporations, the assessment of individual performance contributions is in most
cases subjective and not conditioned upon the achievement of any specific,
pre-determined performance targets.
In February, 1997, the Compensation Committee implemented the Executive
Officer Bonus Plan ("Executive Bonus Plan"). The Compensation Committee believes
that a combination of base salary, the Executive Bonus Plan and the award of
stock options and/or restricted stock awards will support the short-term and
long-term strategic objectives of the Company and will reward individual
performance and the value created for stockholders. Cash bonus awards under the
Executive Bonus Plan are paid to officers during a particular fiscal year based
upon and relating to the financial performance of the Company during the prior
fiscal year. During the first quarter of each fiscal year of the Company, the
Compensation Committee designates which of the Company's executive officers are
to participate in the Executive Bonus Plan for that year. Also during the first
quarter, the Compensation Committee establishes one or more objective
performance goals for each participant, together with a maximum dollar bonus
opportunity for the participant and a formula to determine bonus payments based
on the achievement of the goal(s). In no event may the bonus for any participant
exceed 100% of such participant's base salary.
The performance goals are expressed in terms of (a) one or more corporate
or divisional earnings-based measures (which may be based on net income,
operating income, cash flows, or any combination thereof) and/or (b) one or more
corporate or divisional sales-based measures. Each such goal may be expressed on
an absolute and/or relative basis, may employ comparisons with past performance
of the Company (including one or more divisions) and/or the current or past
performance of other companies, and in the case of earnings-based measures, may
employ comparisons to capital, stockholders' equity and shares outstanding.
Performance goals need not be uniform among participants.
After the Company's financial results for a fiscal year have been
determined, the Compensation Committee certifies the level of performance goal
attainment and the potential bonus payment for each participant. The
Compensation Committee has full authority to reduce the amount that would
otherwise be payable to any participant for a fiscal year.
For 1998, bonuses under the Executive Bonus Plan were only to be awarded if
the Company's earnings from operations in 1998 were at least equal to 120% of
its earnings from operations in 1997. Each of the named executive officers in
the Summary Compensation Table herein was a participant in the Executive Bonus
Plan during 1998. Bonuses earned during the 1998 fiscal year under the Executive
Bonus Plan (included as bonuses earned during 1998 in the Summary Compensation
Table herein but payable in 1999) were based on a percentage of each recipient's
annual salary for 1998 equal to the percentage increase in the Company's
earnings from operations for fiscal 1998 over fiscal 1997 multiplied by a
multiplier between 1.0 and 1.5 determined on an individual basis by the
Compensation Committee, subject to a maximum amount equal to 100% of such
recipient's 1998 annual salary.
Compensation of the Chief Executive Officer
Mr. Luksch has been President and Chief Executive Officer of the Company
since it commenced operations in 1988. His compensation includes the same
elements and performance measures as the compensation of the Company's other
executive officers.
Mr. Luksch's annual salary for fiscal year 1998 remained at $311,000 since
being increased to such amount during September, 1996, in connection with the
termination of the Company's 1989 Key Employee Salary Bonus Plan (the "1989
Bonus Plan"). The increase to Mr. Luksch's salary during 1996 was made in lieu
of his receiving any bonus under the 1989 Bonus Plan during 1996. During 1998,
Mr. Luksch also earned a bonus of $103,079 under the Company's Executive Bonus
Plan, which will be paid during fiscal 1999. Mr. Luksch's bonus under the
Executive Bonus Plan was determined by awarding him a percentage of his 1998
annual salary equal to the percentage increase in the Company's earnings from
operations for fiscal 1998 over fiscal 1997 (provided 1998 earnings amounted to
at least 120% of 1997 earnings), and multiplying such amount by 1.5, subject to
a maximum of 100% of Mr. Luksch's annual salary. Mr. Luksch received no stock
options during fiscal year 1998. The Committee believes that Mr. Luksch's
overall compensation is fair and reasonable. This assessment is a subjective
determination and is not quantitatively related to the Company's performance.
10
<PAGE>
Stock Option Repricing
During the third quarter of 1998, the Compensation Committee of the Board
of Directors observed that despite the strong financial performance of the
Company over the past several months attributable to the contributions of the
Company's employees, officers and Directors, the market price of the Company's
Common Stock had recently declined significantly due to market forces and other
outside factors. The decline in the Company's stock price caused many of its
outstanding stock options granted to employees, officers and Directors to have
exercise prices above (in many cases significantly above) the current market
price for the Common Stock. The Compensation Committee was of the view that
stock options with exercise prices well above the market value of the Company's
Common Stock do not serve any incentive function and do not serve to retain
employees of the Company. Accordingly, in an effort to ensure that the Company
continues to provide meaningful, long-term incentive compensation to and retains
its employees, officers and Directors through stock option grants, on September
4, 1998, the Compensation Committee recommended and the Board approved a
repricing (the "Repricing") of all outstanding, unexercised stock options held
by the Company's employees, officers and Directors having exercise prices
exceeding the fair market value of the Common Stock as of September 17, 1998
(the "Affected Options"), provided, that no options would be repriced if the
fair market value of the Common Stock exceeded $7.50 per share on September 17,
1998 (the "Effective Date"). The fair market value for the Common Stock as of
the Effective Date was determined by the Board to be $6.88 per share (the "New
Exercise Price"), which was the average of the high and low sales prices for the
Common Stock on the American Stock Exchange on the Effective Date.
All of the Company's optionholders were required to elect whether or not
they wished to have their Affected Options repriced as of the Effective Date.
Those who elected not to reprice their options retained their existing options
without change. Those who elected to have their Affected Options repriced had
such options cancelled as of the Effective Date, with new options (the "New
Options") being granted as of such date on the same terms and in the same
amounts except (i) all New Options have an exercise price equal to the New
Exercise Price and (ii) the New Options retained the same vesting schedule as
the options they replaced, except that (x) options which were already vested as
of the Effective Date were treated as first becoming vested on the Effective
Date and (y) in certain cases the vesting of a portion of the New Options was
delayed in order to preserve the "incentive stock option" status of such options
under the Internal Revenue Code.
11
<PAGE>
The following table sets forth the effect of the Repricing on executive
officers of the Company who elected to participate in the Repricing. Neither
James A. Luksch nor Robert J. Palle, Jr. elected to reprice any of their stock
options in the Company. The Company has not conducted any other repricings of
stock options during the last ten fiscal years.
Ten-Year Option/SAR Repricing
<TABLE>
<CAPTION>
Length of
Number of Market Price Original
Securities of Stock at Exercise New Option Term
Underlying Time of Price at Exercise Remaining at
Options Repricing Time of Price Date of
Name and Title Date Repriced (#) ($)(1) Repricing ($) ($)(1) Repricing
-------------- ------- ------------ ------------ ------------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
John E. Dwight...................... 9/17/98 60,000 6.88 12.69 6.88 9 years
Senior Vice President 9/17/98 20,000 6.88 9.81 6.88 9 years
Peter Pugielli...................... 9/17/98 6,666 6.88 9.63 6.88 8 years
Senior Vice President and Chief 9/17/98 10,000 6.88 8.63 6.88 9 years
Financial Officer 9/17/98 10,000 6.88 9.81 6.88 9 years
Daniel J. Altiere ................. 9/17/98 10,000 6.88 9.63 6.88 8 years
Senior Vice President 9/17/98 10,000 6.88 8.63 6.88 9 years
9/17/98 10,000 6.88 9.81 6.88 9 years
Norman A. Westcott.................. 9/17/98 10,000 6.88 9.63 6.88 8 years
Vice President 9/17/98 10,000 6.88 8.63 6.88 9 years
9/17/98 10,000 6.88 9.81 6.88 9 years
</TABLE>
- ----------
(1) Determined by taking the average of the high and low sales prices for the
Company's common stock as of the Effective Date of the Repricing.
The Compensation Committee
James F. Williams
Robert B. Mayer
Robert E. Heaton
12
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total return during the period from
December 14, 1995, the date of the Company's initial public offering, to
December 31, 1998, for the Company's Common Stock, the AMEX Market Value Index
and the Dow Jones Electrical Components & Equipment Industry Group Index. This
graph assumes the investment of $100 in the Company's Common Stock, the stock in
the companies presented in the AMEX Market Value Index and the stock in the
companies comprising the Dow Jones Electrical Components & Equipment Industry
Group Index on December 14, 1995 and the reinvestment of all dividends.
[GRAPHIC]
In the printed version of the document, a line graph appears which depicts
the following plot points:
12/14/95 12/31/95 12/31/96 12/31/97 12/31/98
-------- -------- -------- -------- --------
$100 $102.63 $ 92.10 $149.25 $ 79.52
$100 $101.94 $108.45 $127.28 $128.09
$100 $102.05 $122.41 $148.10 $170.92
13
<PAGE>
CERTAIN TRANSACTIONS
Employment of Family Members. Since 1995, the Company has employed the
President's daughter and son-in-law, Emily Nikoo and Nezam Nikoo, as senior
engineers in the engineering department. The annual compensation for Mr. Nikoo
in 1998 was $74,306. The annual compensation for Mrs. Nikoo was $69,463. In
1998, Mr. Nikoo was granted options under the 1995 Plan to purchase 5,000 shares
of Common Stock at a price of $6.88 per share (after the Repricing), vesting
over three years at one-third per year, commencing on June 10, 1999. In 1998,
Mrs. Nikoo was granted options under the 1995 Plan to purchase 6,000 shares of
Common Stock at a price of $6.88 per share (after the Repricing), vesting over
three years at one-third per year, commencing on June 10, 1999.
Loans from Stockholders. On December 19, 1995, Messrs. Luksch, Palle and
James H. Williams, lent to the Company $1,591,000 in the aggregate from S
Corporation distributions actually made to such stockholders upon consummation
of the Company's initial public offering of Common Stock. Mr. Luksch lent
$12,000, Mr. Palle lent $316,000 and Mr. Williams lent $1,263,000. These loans
were unsecured and subordinated to other bank debt of the Company. The loans had
a term of three years, with interest paid monthly and no amortization of
principal prior to maturity, subject to prepayment. The interest rate on the
loans equaled the floating rate charged to the Company on its line of credit by
First Union National Bank. In 1998, the Company repaid the promissory notes in
full by making payments to Messrs. Luksch, Palle and Williams in the respective
amounts of $12,088, $255,255 and $1,020,415.
PROPOSAL NO. 2 - RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board of Directors of the Company, upon the recommendation of the Audit
Committee, has selected BDO Seidman, LLP to serve as independent auditors of the
Company for the fiscal year ending December 31, 1999. BDO Seidman, LLP was the
Company's independent auditors for the fiscal year ended December 31, 1998 and
is considered by management of the Company to be well qualified. The Company has
been advised by that firm that neither it nor any member thereof has any
financial interest, direct or indirect in the Company or any of its
subsidiaries, in any capacity. One or more representatives of BDO Seidman, LLP
is expected to be present at this year's Annual Meeting of Stockholders with an
opportunity to make a statement if he or she desires to do so and to answer
appropriate questions with respect to that firm's examination of the Company's
financial statements and records for the fiscal year ended December 31, 1998.
Although the submission of the appointment of BDO Seidman, LLP is not
required by law or the By-Laws of the Company, the Board is submitting it to the
stockholders to ascertain their views. If the stockholders do not ratify the
appointment, the Board will not be bound to seek other independent auditors for
1999, but the selection of other independent auditors will be considered in
future years.
Recommendation of the Board Concerning the Ratification of Appointment of
Independent Auditors
The Board of Directors of the Company recommends that stockholders vote FOR
the ratification of the appointment of BDO Seidman, LLP as the Company's
independent auditors for the 1999 fiscal year. Proxies received by the Board of
Directors will be so voted unless stockholders specify in their proxies a
contrary choice.
OTHER BUSINESS
Management knows of no other matters that will be presented at the Annual
Meeting of Stockholders. However, if any other matter properly comes before the
meeting, or any adjournment or postponement thereof, it is intended that proxies
in the accompanying form will be voted in accordance with the judgment of the
persons named therein.
14
<PAGE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be included in the Company's proxy
statement for presentation at the 2000 Annual Meeting of Stockholders pursuant
to Rule 14a-8 of the Securities Exchange Act of 1934, as amended, must be
received by the Company's Controller at One Jake Brown Road, Old Bridge, New
Jersey 08857 on or before January 6, 2000, to be eligible for inclusion in such
proxy statement.
If notice of a stockholder proposal intended to be presented at the 2000
Annual Meeting of Stockholders is not received by the Company on or before
February 19, 2000 (whether or not the stockholder wishes the proposal to be
included in the proxy statement for such annual meeting), the Company (through
management proxy holders) may exercise discretionary voting authority on such
proposal when and if the proposal is raised at the annual meeting without any
reference to the matter in the proxy statement.
FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1998 ACCOMPANIES THIS PROXY STATEMENT. THE COMPANY WILL
FURNISH TO EACH PERSON WHOSE PROXY IS BEING SOLICITED, UPON WRITTEN REQUEST, ANY
EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING THE FORM 10-K, UPON THE PAYMENT, IN
ADVANCE, OF REASONABLE FEES RELATED TO THE COMPANY'S FURNISHING SUCH EXHIBIT(S).
REQUESTS FOR COPIES OF SUCH EXHIBIT(S) SHOULD BE DIRECTED TO GLENN ALEXANDER,
CONTROLLER, AT THE COMPANY'S PRINCIPAL ADDRESS AS SHOWN ON THE COVER PAGE OF
THIS PROXY STATEMENT.
By Order of the Board of Directors
James A. Luksch
Chairman of the Board, President
and Chief Executive Officer
Date: April 5, 1999
Old Bridge, New Jersey
15
<PAGE>
BLONDER TONGUE LABORATORIES, INC.
One Jake Brown Road
Old Bridge, NJ 08857
PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 6, 1999
This Proxy is being solicited on behalf of the Board of Directors
The Undersigned hereby appoints James A. Luksch and Robert J. Palle, Jr.,
and either of them (with full power to act alone), as Proxies of the
undersigned, each with the power to appoint his substitute and hereby
authorizes them to respresent and to vote, as designated on the Proxy Card
all shares of Common Stock of Blonder Tongue Laboratories, Inc. (the
"Company") held of record by the undersigned on the record date of March
23, 1999 at the Annual Meeting of Stockholders to be held on May 6, 1999
and at any postponements or adjournments thereof, all as in accordance with
the Notice of Annual Meeting of Stockholders and Proxy Statement furnished
with this Proxy.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
Please Detach and Mail in the Envelope Provided
A [X] Please mark your
votes as in this
example
1. Election of three FOR WITHHOLD
Class I Directors [ ] [ ] Nominees: James A. Luksch
to hold office until John E. Dwight
the 2002 Annual Robert E. Heaton
Meeting of Stockholders or until their
successors have been elected and
qualified
(To withhold authority to vote for any
individual nominee write that nominee's
name on the space provided below.)
- ----------------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the appointment of [ ] [ ] [ ]
BDO Seidman, LLP as independent auditors
for the fiscal year ending December 31, 1999
In their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting and at any postponements or adjournments
thereof. If no direction is made on the Proxy Card, this Proxy will be voted FOR
the election of all nominees to serve as Class I Directors and FOR proposal 2.
Please mark, sign, date and return this Proxy Card promptly using the enclosed
envelope.
Signature _____________________________________________________________________
Signature if held jointly _____________________________________________________
Dated ____________________________________________________________________ 1999
NOTE: Please sign exactly as name appears above. When shares are held by joint
tenants, both stockholders should sign. When signing as attorney,
executor, administrator or trustee or guardian, please give full title as
such. If a Corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in
partnership's name by authorized person.
