<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CELERITY SYSTEMS, INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / 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:
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(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 previously paid with the 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
June 24, 1998
Dear Stockholder:
As indicated on the enclosed Notice of Annual Meeting of Stockholders, the
Annual Meeting of Stockholders of Celerity Systems, Inc. (the "Company") will be
held at the offices of the Company, 1400 Centerpoint Boulevard, Knoxville,
Tennessee 37932, at 10:00 a.m., Eastern Daylight Savings Time, on July 27, 1998.
In order to assist the Company in its planning for the Meeting, if you plan to
attend the Meeting in person, please complete the enclosed attendance card and
return it to our transfer agent, American Stock Transfer & Trust Company, in the
enclosed addressed, postage-paid envelope (which has also been provided for the
return of your proxy card). Stockholders are, of course, welcome to attend the
Meeting whether or not they return the attendance card.
Whether or not you plan to attend the Meeting in person, I urge you to
complete your proxy and return it to our transfer agent in the enclosed
addressed, postage-paid envelope. If you return the proxy card and attend the
Meeting in person, you may still vote your shares in person at the Meeting.
YOURS VERY TRULY,
/S/ KENNETH D. VAN METER
KENNETH D. VAN METER
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
1400 Centerpoint Boulevard, Knoxville, TN 37932 - tel: 423 539 5300 - fax: 423
539 5390 - www.celerity.com
<PAGE>
CELERITY SYSTEMS, INC.
1400 CENTERPOINT BOULEVARD
KNOXVILLE, TENNESSEE 37932
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Celerity Systems, Inc.:
The Annual Meeting of Stockholders of Celerity Systems, Inc. (the "Company")
will be held at the offices of the Company, 1400 Centerpoint Boulevard,
Knoxville, Tennessee 37932, at 10:00 a.m., Eastern Daylight Savings Time, on
July 27, 1998, for the following purposes:
1. To elect the Board of Directors for the ensuing year.
2. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
auditors and accountants for the Company for the fiscal year ending
December 31, 1998.
3. To transact such other business as may properly come before the meeting.
All stockholders are invited to attend the meeting. Stockholders of record
at the close of business on June 12, 1998, the record date fixed by the Board of
Directors, are entitled to notice of, and to vote at, the meeting. A complete
list of stockholders entitled to notice of, and to vote at, the meeting will be
open to examination by the stockholders beginning two days after notice of the
meeting is given for any purpose germane to the meeting during normal business
hours at the office of the Secretary of the Company at 1400 Centerpoint
Boulevard, Knoxville, Tennessee 37932.
Whether or not you intend to be present at the meeting, please sign and date
the enclosed proxy and return it in the enclosed envelope. Returning a proxy
will not deprive you of your right to attend the annual meeting and vote your
shares in person.
BY ORDER OF THE BOARD OF DIRECTORS
WILLIAM R. CHAMBERS
VICE PRESIDENT AND SECRETARY
Knoxville, Tennessee
June 24, 1998
<PAGE>
CELERITY SYSTEMS, INC.
1400 CENTERPOINT BOULEVARD
KNOXVILLE, TENNESSEE 37932
(423) 539-5300
------------------------
PROXY STATEMENT
------------------------
The accompanying proxy is solicited by the Board of Directors of Celerity
Systems, Inc. (the "Company") for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at 10:00 a.m., Eastern Daylight Savings Time, on
July 27, 1998, at the offices of the Company, 1400 Centerpoint Boulevard,
Knoxville, Tennessee 37923, and any adjournment thereof.
VOTING SECURITIES; PROXIES
The Company will bear the cost of solicitation of proxies. In addition to
the solicitation of proxies by mail, certain officers and employees of the
Company, without additional remuneration, may also solicit proxies personally by
telefax and by telephone. In addition to mailing copies of this material to
stockholders, the Company may request persons who hold stock in their names or
custody or in the names of nominees for others to forward such material to those
persons for whom they hold stock of the Company and to request their authority
for execution of the proxies. The Company will reimburse the costs associated
with such activity.
The holders of a majority of the outstanding shares of Common Stock, par
value $.001 per share (the "Common Stock"), present in person or represented by
proxy shall constitute a quorum at the Annual Meeting. The approval of a
plurality of the outstanding shares of Common Stock present in person or
represented by proxy at the Annual Meeting is required for election of the
nominees as directors. In all matters other than the election of directors, the
affirmative vote of the majority of the outstanding shares of Common Stock
present in person or represented by proxy at the Annual Meeting is required for
adoption of such matters.
The form of proxy solicited by the Board of Directors affords stockholders
the ability to specify a choice among approval of, disapproval of, or abstention
with respect to each matter to be acted upon at the Annual Meeting. Shares of
Common Stock represented by the proxy will be voted, except as to matters with
respect to which authority to vote is specifically withheld. Where the solicited
stockholder indicates a choice on the form of proxy with respect to any matter
to be acted upon, the shares will be voted as specified. Abstentions and broker
non-votes will not affect the outcome of the election of directors, the
ratification of the appointment of the public accountants or all other matters
to be voted on by stockholders at the Annual Meeting.
All shares of Common Stock represented by properly executed proxies which
are returned and not revoked will be voted in accordance with the instructions,
if any, given therein. If no instructions are provided in a proxy, the shares of
Common Stock represented by such proxy will be voted FOR the Board's nominees
for director (Proposal 1), and FOR the ratification of the appointment of
Coopers & Lybrand L.L.P. (Proposal 2) and in accordance with the proxy-holder's
best judgment as to any other matters raised at the Annual Meeting.
A stockholder who has given a proxy may revoke it at any time prior to its
exercise by giving written notice of such revocation to the Secretary of the
Company, executing and delivering to the Company a later dated proxy reflecting
contrary instructions or appearing at the Annual Meeting and taking appropriate
steps to vote in person.
<PAGE>
At the close of business on June 12, 1998, 4,139,169 shares of Common Stock
were outstanding and eligible for voting at the meeting. Each stockholder of
record is entitled to one vote for each share of Common Stock held on all
matters that come before the meeting. Only stockholders of record at the close
of business on June 12, 1998 are entitled to notice of, and to vote at, the
meeting.
NO DISSENTER'S RIGHTS
Under Delaware law, stockholders are not entitled to dissenter's rights of
appraisal with respect to Proposal 2.
This proxy material is being mailed to stockholders commencing on or about
June 24, 1998.
PROPOSAL 1
ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION
The By-Laws of the Company provide that each director serves from the date
of election until the next annual meeting of stockholders and until his
successor is elected and qualified (subject to certain provisions). The specific
number of directors authorized may increase or decrease by resolution adopted by
a majority of the entire Board of Directors. The number of directors is
currently fixed at six. The Company has nominated Kenneth Van Meter, Glenn West,
Fenton Scruggs, Donald Greenhouse, Stephen Portch and Mark Braunstein to serve
as directors. It is intended that the accompanying proxy will be voted in favor
of the nominees, unless the stockholder indicates to the contrary on the proxy.
Each of the nominees is a director of the Company.
The persons named in the accompanying proxy intend to vote for the election
of the nominees listed herein as directors. Each nominee has consented to serve
if elected. The Board of Directors has no reason to believe that any nominee
will not serve if elected, but if any of them should become unavailable to serve
as a director, and if the Board of Directors designates a substitute nominee or
nominees, the persons named as proxies will vote for the substitute nominee or
nominees designated by the Board of Directors.
The following table sets forth certain information with respect to the
individuals nominated and recommended to be elected by the Board of Directors of
the Company and is based on the records of the Company and information furnished
to it by such persons. Reference is made to "Security Ownership of Certain
Beneficial Owners and Management" for information pertaining to stock ownership
by the nominees.
The names and ages of the Company's directors as of June 15, 1998 are as
follows:
<TABLE>
<CAPTION>
NAME OF NOMINEE AGE POSITION
- - ------------------------------------- --- ---------------------------------------------------------------------
<S> <C> <C>
Kenneth D. Van Meter................. 51 President, Chief Executive Officer and Chairman of the Board
Glenn West........................... 36 Executive Vice-President and Director
Fenton Scruggs....................... 60 Director
Donald Greenhouse.................... 62 Director
Stephen Portch....................... 47 Director
Mark Braunstein...................... 50 Director
</TABLE>
KENNETH D. VAN METER
Mr. Van Meter has been the President and Chief Executive Officer of the
Company since January 20, 1997. He was elected Chairman of the Board on March
25, 1997. From May 1995 to January 1997, Mr. Van Meter served as Sr. Vice
President, Operations, for Tele-TV Systems, a limited partnership owned by Bell
Atlantic Corporation ("Bell Atlantic"), NYNEX, and Pacific Telesis, which was
engaged in providing systems, software, and services for its three parents in
the interactive digital services industry. From June 1994 to May 1995, Mr. Van
Meter was President of Bell Atlantic Video Services Interactive
2
<PAGE>
Multimedia Platforms, a wholly-owned subsidiary of Bell Atlantic. From April
1993 to June 1994, Mr. Van Meter was Vice President of Bell Atlantic Video
Services. Prior to joining Bell Atlantic, from 1991 to 1993, Mr. Van Meter was
Vice President and General Manager for Thomas Cook Limited, a travel services
company. From 1989 to 1991, Mr. Van Meter was Group Vice President for two
divisions of National Data Corporation ("NDC"). From 1984 to 1989, Mr. Van Meter
was Director and General Manager of two businesses for Sprint Corp., United
Business Communications (shared tenant services), and the Meeting Channel (2-way
digital video teleconferencing). Mr. Van Meter holds an MBA with highest honors
in management and marketing from the University of Georgia, and a B.S. with high
honors in Chemistry from West Virginia University.
GLENN WEST
Mr. West, a founder of the Company, has served as Executive Vice-President,
Director of Technology and a member of the Board of Directors since the
Company's inception in 1993. Prior to founding the Company, from 1987 to 1993,
Mr. West served as Senior Systems Engineer for Data Research and Applications, a
software company.
FENTON SCRUGGS
Dr. Scruggs, a founder of the Company, funded the initial start-up of the
Company, and has been a member of the Company's Board of Directors since the
Company's inception in 1993. Dr. Scruggs is a Board Certified Pathologist from
Chattanooga, Tennessee, who has been in private practice since 1969. Dr. Scruggs
received his undergraduate degree from University of Virginia in 1959 and his
graduate degree from the University of Tennessee in 1962. Dr. Scruggs completed
his residency at Memphis Methodist Hospital and was a General Medical Officer in
the U.S. Air Force from 1963 to 1965.
DONALD GREENHOUSE
Mr. Greenhouse has been a member of the Company's Board of Directors since
1995. Mr. Greenhouse also served as interim Chief Executive Officer of the
Company from August 1996 until January 1997. Mr. Greenhouse is President and
Chief Executive Officer of Seneca Point Associates, Inc., a consulting firm
founded by him in November 1989. Mr. Greenhouse has approximately 40 years of
management experience in manufacturing, technology and service industries.
Seneca Point Associates, Inc. is a consulting firm engaged by clients nationally
to fill full-time senior management positions.
STEPHEN PORTCH
Dr. Portch has been a member of the Company's Board of Directors since
December 1, 1997. Dr. Portch has been Chancellor of the University System of
Georgia since 1994. He oversees 30,600 employees, a $3.65 billion dollar budget
and 206,000 students. Previously, Dr. Portch was Senior Vice President of the
University of Wisconsin System. Dr. Portch holds a Ph.D. and M.A. from the
Pennsylvania State University, and he received his B.S., with honors, from the
University of Reading (England).
MARK BRAUNSTEIN
Dr. Braunstein has been a member of the Company's Board of Directors since
January 8, 1998. Dr. Braunstein was named as an Entrepreneur of the Year by
Ernst & Young in 1997. Since February 1991, Dr. Braunstein has been the Chairman
and Chief Executive Officer of Patient Care Technologies, Inc., which is in the
clinical information systems business. Prior thereto, Dr. Braunstein was
President and COO of National Data Corporation (NDC), Executive Vice President
and General Manager of Health Care Data Services at NDC, and co-founder of
PROHECA, Inc., one of the pioneers in pharmacy automation. Dr. Braunstein
received his B.S. from the Massachusetts Institute of Technology, and his M.D.
from the Medical University of South Carolina.
3
<PAGE>
Vacancies and newly-created directorships resulting from any increase in the
number of authorized directors may be filled by a majority vote of the directors
then in office. Each director holds office until the Company's annual meeting of
stockholders and until his successor is duly elected and qualified. Officers are
elected by the Board of Directors and hold office at the discretion of the Board
of Directors. There are no family relationships between any of the directors or
executive officers of the Company.
STOCKHOLDER VOTE
Election of each director requires a plurality of the votes of the shares of
Common Stock present in person or represented by proxy at the meeting and
entitled to vote on the election of directors.
The Board of Directors recommends a vote FOR the election of each of the
nominees for election to the Board of Directors named above.
COMMITTEES OF THE BOARD--BOARD MEETINGS
The Board has established an Audit Committee and a Compensation Committee to
assist it in the discharge of its responsibilities. The principal
responsibilities of each committee and the members of each committee are
described in the succeeding paragraphs. Actions taken by any committee of the
Board are reported to the Board of Directors, usually at its next meeting or by
written report. The Company's Board of Directors held 14 meetings during the
fiscal year ended December 31, 1997. All directors attended at least 75% of the
meetings.
The Audit Committee of the Board of Directors currently consists of Fenton
Scruggs and Donald Greenhouse. The Audit Committee held one meeting during the
fiscal year ended December 31, 1997 which was attended by both members. Each
year it recommends the appointment of a firm of independent public accountants
to examine the financial statements of the Company for the coming year. In
making this recommendation, it reviews the nature of audit services rendered, or
to be rendered, to the Company. It reviews with representatives of the
independent public accountants the auditing arrangements and scope of the
independent public accountants' examination of the financial statements, results
of those audits, their fees and any problems identified by the independent
public accountants regarding internal accounting controls, together with their
recommendations. It also meets with the Company's Controller to review reports
on the functioning of the Company's programs for compliance with its policies
and procedures regarding ethics and those regarding financial controls and
internal auditing. This includes an assessment of internal controls within the
Company based upon the activities of the Company's internal auditing staffs as
well as an evaluation of the performance of those staffs. The Audit Committee is
also prepared to meet at any time upon request of the independent public
accountants or the Controller to review any special situation arising in
relation to any of the foregoing subjects.
The Compensation Committee of the Board of Directors currently consists of
Fenton Scruggs, Donald Greenhouse and Stephen Portch. The Compensation Committee
held two meetings during the fiscal year ended December 31, 1997 which were
attended by all members. This Committee makes recommendations to the Board of
Directors as to the salaries of the President and other senior executives. It
also recommends to the Board of Directors incentive compensation plans for
elected officers and other senior executives and reviews guidelines for the
administration of the Company's incentive programs. It also reviews and approves
or makes recommendations to the Board of Directors on any proposed plan or
program which would benefit primarily the senior executive group.
The Board of Directors does not have a nominating committee. This function
is performed by the Board of Directors as a whole.
4
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation for
services in all capacities for the fiscal years ended December 31, 1997, 1996
and 1995 paid to Kenneth D. Van Meter, the Company's Chairman of the Board,
Chief Executive Officer and President, to Glenn West, the Company's Executive
Vice President and Director of Technology, and Mahmoud Youssefi, the Company's
former Chief Executive Officer (Messrs. Van Meter, West, and Youssefi, together
the "Named Executive Officers"). No other executive officer received
compensation exceeding $100,000 during the fiscal years ended December 31, 1997,
1996, or 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
---------------------- STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARD(S) OPTIONS COMPENSATION
- - ------------------------------------------ --------- ---------- ---------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth D. Van Meter Chairman of the 1997 $ 154,731 71,810(1) -- 413,000 --
Board, Chief Executive Officer and 1996 -- -- -- -- --
President 1995 -- -- -- -- --
Glenn West Executive Vice President and 1997 $ 148,954 -- -- -- --
Director 1996 $134,372 -- -- -- --
1995 $134,199 -- -- -- --
Mahmoud Youssefi Former Chief Executive 1997 $ 34,375 -- -- -- $ 118,582(2)
Officer and former Director 1996 $134,372 -- -- -- --
1995 $131,167 -- -- -- --
</TABLE>
- - ------------------------
(1) Includes $17,864 paid in the first quarter of 1998 and $26,973 to be paid on
each of January 20, 1999 and January 20, 2000.
(2) Paid pursuant to Mr. Youssefi's termination agreement. See "Certain
Relationships and Related Transactions."
The following table sets forth certain information concerning options
granted to the Named Executive Officers during the fiscal year ended December
31, 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------
NUMBER OF PERCENTAGE OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS INDIVIDUALS IN BASE PRICE EXPIRATION
NAME GRANTED FISCAL YEAR PER SHARE DATE
- - -------------------------------------------------------------- ----------- --------------- ------------- -----------
<S> <C> <C> <C> <C>
Kenneth D. Van Meter.......................................... 183,200 32.2% $ 1.38 4/4/07
230,000 40.4% $ 3.00 7/18/07
Glenn West.................................................... -- -- -- --
Mahmoud Youssefi.............................................. -- -- -- --
</TABLE>
5
<PAGE>
The following table sets forth certain information concerning the number and
value of securities underlying exercisable and unexercisable stock options as of
the fiscal year ended December 31, 1997 by the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
NUMBER OF UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE DECEMBER 31, 1997 DECEMBER 31, 1997(1)
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- - ----------------------------------- ----------- -------- ----------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Kenneth D. Van Meter............... -- -- 413,200 0 $296,784 0
Glenn West......................... -- -- -- --
Mahmoud Youssefi................... -- -- -- --
</TABLE>
- - ------------------------
(1) Amount reflects the market value of the underlying shares of Common Stock at
the closing price reported on the Nasdaq SmallCap Market on December 31,
1997 ($3.00 per share), less the exercise price of each option.
DIRECTOR COMPENSATION
Directors did not receive compensation for serving on the Board of Directors
or fees for attending meetings of the Board of Directors in 1997; however, they
were reimbursed for related expenses. The Company reconsidered its policies on
director compensation in connection with its efforts to recruit additional
outside directors. Beginning in 1998, the Company's policy is for each outside
director to receive (1) nonqualified stock options for 20,000 shares and (2)
$2,500, or at each director's option, stock options of an equivalent value, per
quarter.
STOCK OPTION PLANS
On August 10, 1995, the Board of Directors and stockholders adopted the
Company's 1995 Stock Option Plan (the "1995 Plan"). The 1995 Plan provides for
the grant of options to purchase up to 178,929 shares of Common Stock to
employees and officers of the Company. In August, 1997, the Board of Directors
and the stockholders adopted the Company's 1997 Stock Option Plan (the "1997
Plan," and, together with the 1995 Plan, the "Plans"). The 1997 Plan provides
for the grant of options to purchase up to 200,000 shares of Common Stock to
employees, directors, and officers of the Company. Options granted under the
Plans may be either "incentive stock options" within the meaning of Section 422A
of the Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified
options.
The Plans are administered by the Board of Directors which serves as the
stock option committee and which determines, among other things, those
individuals who receive options, the time period during which the options may be
partially or fully exercised, the number of shares of Common Stock issuable upon
the exercise of each option, and the option exercise price.
The exercise price per share of Common Stock subject to an incentive stock
option may not be less than the fair market value per share of Common Stock on
the date the option is granted. The per share exercise price of the Common Stock
subject to a non-qualified option may be established by the Board of Directors,
but may not be less than 85% of the fair market value of the Common Stock on the
date of the grant. The aggregate fair market value (determined as of the date
the option is granted) of Common Stock for which any person may be granted
incentive stock options which first become exercisable in any calendar year may
not exceed $100,000. No person who owns, directly or indirectly, at the time of
the granting of an incentive stock option to such person, more than 10% of the
total combined voting power of all classes of capital stock of the Company (a
"10% Stockholder") shall be eligible to receive any incentive stock options
6
<PAGE>
under the Plan unless the exercise price is at least 110% of the fair market
value of the shares of Common Stock subject to the option, determined on the
date of grant.
No stock option may be transferred by an optionee other than by will or the
laws of descent and distribution and, during the lifetime of an optionee, the
option will be exercisable only by the optionee or a representative of such
optionee. In the event of termination of employment other than by death or
disability, the optionee will have no more than three months after such
termination during which the optionee shall be entitled to exercise the option,
unless otherwise determined by the stock option committee. Upon termination of
employment of an optionee by reason of death, such optionee's options remain
exercisable for one year thereafter to the extent such options were exercisable
on the date of such termination. Under the 1997 Plan, upon termination of
employment of an optionee by reason of total disability (as defined in the 1997
Plan) such optionee's options remain exercisable for one year thereafter.
Options under the 1995 Plan must be issued within 10 years from August 10,
1995, the effective date of the 1995 Plan. Options under the 1997 Plan must be
issued within 10 years from August 6, 1997, the effective date of the 1997 Plan.
Incentive stock options granted under the Plans cannot be exercised more than 10
years from the date of grant. Incentive stock options issued to a 10%
Stockholder are limited to five-year terms. Payment of the exercise price for
options granted under the Plans may be made in cash or, if approved by the Board
of Directors of the Company, by delivery to the Company of shares of Common
Stock already owned by the optionee having a fair market value equal to the
exercise price of the options being exercised, or by a combination of such
methods. Therefore, an optionee may be able to tender shares of Common Stock to
purchase additional shares of Common Stock and may theoretically exercise all of
such optionee's stock options with no additional investment other than the
purchase of the original shares.
Any unexercised options that expire or that terminate upon an employee's
ceasing to be employed by the Company become available again for issuance under
the Plan from which they were granted.
Options to purchase 69,600 shares of Common Stock are outstanding under the
1995 Plan at exercise prices ranging from $0.10 to $4.90 per share, although
substantially all of such options are exercisable at $0.10 per share. Of such
optionees, William Chambers, an officer of the Company, has options to purchase
10,000 shares of Common Stock at $1.38 per share. Options to purchase 182,000
shares of Common Stock are outstanding under the 1997 Plan at exercise prices
ranging from $2.125 to $7.00 per share, although a majority of such options are
exercisable at $2.125 per share. Options granted to directors of the Company
under the 1997 Plan consist of: (i) options granted to each of Mark Braunstein,
Donald Greenhouse and Fenton Scruggs to purchase 20,000 shares of Common Stock
at an exercise price of $2.125 per share; and (ii) options granted to Stephen
Portch to purchase 20,000 shares of Common Stock at an exercise price of $2.625
per share. Options granted to officers of the Company under the 1997 Plan
consist of: (i) options granted to James Fultz and Thomas Welch to purchase
24,000 and 4,000 shares of Common Stock, respectively, at an exercise price of
$2.125 per share; (ii) options granted to William Chambers to purchase 10,000
shares of Common Stock at an exercise price of $3.875 per share; and (iii)
options granted to each of Mark Cromwell and Dennis Smith to purchase 24,000
shares of Common Stock at an exercise price of $7.00 per share.
OPTIONS GRANTED OUTSIDE THE PLANS
In addition to the options which may be granted under the Plans, the Company
has granted options to purchase 487,568 shares of Common Stock outside of the
Plans. Options granted to directors of the Company include (i) options granted
to Donald Greenhouse to purchase (x) 14,000 shares of Common Stock at an
exercise price of $0.10 per share, (y) 26,000 shares of Common Stock at an
exercise price of $1.38 per share and (z) 1,333 shares of Common Stock at an
exercise price of $1.875 per share, (ii) options granted to Fenton Scruggs and
Mark Braunstein to purchase 851 shares of Common Stock at an exercise price of
$2.9375 per share and (iii) options granted to Stephen Portch to purchase 1,333
shares of Common Stock at an exercise price of $1.875 per share. Options granted
to officers of the Company include
7
<PAGE>
(i) options granted to Kenneth Van Meter to purchase 183,200 shares of Common
Stock and options granted to William Chambers to purchase 10,000 shares of
Common Stock at an exercise price of $1.38 per share and (ii) options granted to
Kenneth Van Meter to purchase 230,000 shares of Common Stock and options granted
to William Chambers to purchase 20,000 shares of Common Stock at an exercise
price of $3.00 per share.
401(K) PROFIT SHARING PLAN
The Company has a 401(k) profit sharing plan (the "401(k) Plan"), pursuant
to which the Company, at its discretion each year, may make contributions to
such plan which match a certain percentage, as determined by the Company, of the
contributions made by each employee. The Company may elect not to make matching
contributions to the 401(k) Plan in any given year. The Company made matching
contributions with respect to fiscal 1996 (an aggregate of approximately
$29,000) and has approved an aggregate of approximately $35,000 of matching
contributions with respect to fiscal 1997.
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Mr. Van Meter, as
amended, which expires January 20, 2000. Pursuant to his employment agreement,
Mr. Van Meter receives an annual base salary of $162,000 and may, at the
discretion of the Board of Directors, receive an annual incentive bonus equal to
up to 99% of Mr. Van Meter's base salary if he and the Company reach certain
milestones. Up to two-thirds of such incentive bonus is to be awarded and paid
within thirty days following the end of each calendar year and up to the
remaining one third of such bonus is to be awarded at the end of each calendar
year and vest in two equal installments on the first and second anniversaries of
the date of the award. In connection with his employment, Mr. Van Meter
purchased 15,000 shares of Common Stock for cash consideration of $0.001 per
share plus the cancellation of certain anti-dilution rights and received options
to purchase 183,200 shares of Common Stock at $1.38 per share and options to
purchase 230,000 shares of Common Stock at $3.00 per share. Additionally, Mr.
Van Meter was reimbursed approximately $38,000 during 1997 for expenses incurred
as a result of his relocation, and the Company does not anticipate any more
reimbursements.
The Company has entered into an employment agreement with Mr. West which
expires on May 1, 2000. Pursuant to his employment agreement, Mr. West received
a base salary of $148,954 in 1997. Such base salary is subject to increase at
the discretion of the Board of Directors based upon, among other things, the
performance of the Company and the performance, duties, and responsibilities of
Mr. West. The employment agreement also provides that Mr. West will not compete
with the Company for two years after the termination of his employment. A state
court, however, may determine not to enforce such non-compete clause as against
public policy. The employment agreement is terminable by the Company for cause
upon the occurrence of certain events, or upon physical or mental disability.
Pursuant to employment agreements with the Company, William Chambers, Mark
Cromwell and Dennis Smith each received salaries of $125,000 per annum in 1997.
Pursuant to Mr. Chambers' agreement with the Company, he received reimbursement
for expenses incurred as a result of his relocation in the approximate amount of
$20,600 and in 1997, was eligible to receive, at the discretion of the Board of
Directors of the Company, a bonus of up to twenty five percent (25%) of his
annual salary. Mr. Chambers received a bonus of $9,766 for 1997. Pursuant to Mr.
Cromwell's agreement with the Company, he received reimbursement for expenses
incurred as a result of his relocation in the amount of $30,000 and in 1997, was
eligible to receive at the discretion of the Board of Directors of the Company,
a bonus of up to twenty-five percent (25%) of his annual salary. Mr. Cromwell
received a bonus of $3,281 for 1997. Pursuant to Mr. Smith's agreement with the
Company, in 1997, he was eligible to receive, at the discretion of the Board of
Directors, a bonus of up to twenty five percent (25%) of his annual salary, and
reimbursement of up to $30,000 for expenses incurred as a result of his
relocation. Mr. Smith received a bonus of $1,328 for 1997. In connection with
his employment, Mr. Chambers also received options to purchase 20,000 shares of
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<PAGE>
Common Stock at an exercise price of $1.38 and options to purchase 20,000 shares
of Common Stock at an exercise price of $3.00 per share. In connection with
their employment, each of Messrs. Cromwell and Smith received options to
purchase 24,000 shares of Common Stock at an exercise price of $7.00 per share.
Messrs. Chambers', Cromwell's and Smith's employment with the Company may be
terminated by either the employee or the Company at any time.
Pursuant to an employment agreement with the Company, James Fultz is
receiving a salary of $135,000 per annum. Pursuant to Mr. Fultz's agreement with
the Company, he is eligible to receive, (i) commissions of up to 0.75% of
interactive video segment sales, (ii) a $25,000 signing bonus, and (iii) six
months base salary as termination pay if Mr. Fultz is terminated during the
first 18 months' of employment for reasons other than for just cause. In
connection with his employment, Mr Fultz also received options to purchase
24,000 shares of Common Stock at an exercise price of $2.125 per share. Mr.
Fultz's employment with the Company may be terminated by him or the Company at
any time.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's voting securities by (i)
each person who is known by the Company to own of record or beneficially more
than 5% of the outstanding Common Stock, (ii) each of the Company's directors
and the Named Executive Officers and (iii) all directors and executive officers
of the Company as a group. Unless otherwise indicated, each of the stockholders
listed in the table below has sole voting and dispositive power with respect to
the shares beneficially owned by such stockholder. Information as to Mellon Bank
Corporation was derived from the Schedule 13G filed by such stockholder, and,
except for the percentage of ownership, reflects the information contained in
the Schedule 13G as of the date it was filed.
PRINCIPAL STOCKHOLDERS
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME OF BENEFICIAL OWNER(1) OWNED PERCENT OF CLASS(2)
- - --------------------------------------------------------------------------- ----------------- ---------------------
<S> <C> <C>
Glenn West................................................................. 382,636 9.2%
Dr. Fenton Scruggs......................................................... 279,915(3) 6.8%
Donald Greenhouse(4)....................................................... 40,000(5) 1.0%
Mellon Bank Corporation(6)................................................. 360,000(7) 8.7%
Kenneth D. Van Meter....................................................... 428,200(8) 9.4%
Mahmoud Youssefi(9)........................................................ 160,000 3.9%
All directors and executive officers as a
group (11 persons)(3)(5)(8)(10).......................................... 1,201,839 25.9%
</TABLE>
- - ------------------------
(1) The address for Messrs. West, Greenhouse, Van Meter, and Dr. Scruggs is c/o
Celerity Systems, Inc., 1400 Centerpoint Boulevard, Knoxville, Tennessee
37932.
(2) For each beneficial owner, shares of Common Stock subject to securities
exercisable or convertible within 60 days of the date of this Proxy
Statement are deemed outstanding for computing the percentage of such
beneficial owner.
(3) Dr. Scruggs disclaims beneficial ownership of 60,000 shares owned by his
adult children.
(4) Mr. Greenhouse is the father of David Greenhouse who is the Vice President
of AWM Investment Company, Inc. Mr. Greenhouse disclaims beneficial
ownership of the shares owned by such fund.
(5) Includes 40,000 shares of Common Stock which are subject to currently
exercisable stock options.
9
<PAGE>
(6) The address of Mellon Bank Corporation is One Mellon Bank Center,
Pittsburgh, Pennsylvania, 15228.
(7) The shares are beneficially owned by the Mellon Bank Corporation and the
following direct or indirect subsidiaries of Mellon Bank Corporation: Mellon
Bank, N.A. (also parent holding company of the Dreyfus Corporation and
Mellon Equity Associates); and the Dreyfus Corporation (also parent holding
company of Dreyfus Investment Advisors, Inc.). The Premier Aggressive Growth
Fund, a beneficial owner of certain of such shares, is managed by Dreyfus
Corporation.
(8) Includes 413,200 shares of Common Stock which are subject to currently
exercisable stock options. Also includes an aggregate of 10,000 shares of
Common Stock owned by Mr. Van Meter's children.
(9) The address of Mr. Youssefi is 211 Flynn Road, Walland, Tennessee 37886.
(10) Includes options issued to executive officers of the Company to purchase an
aggregate of 44,000 shares of Common Stock which are currently exercisable
and 27,088 shares of Common Stock purchased by executive officers.
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 and executive officers, and
persons who beneficially own more than ten percent of a registered class of the
Company's equity securities, to file with the Securities and Exchange Commission
(the "Commission") initial reports of ownership and reports of changes in
ownership of Common Stock and the other equity securities of the Company.
Officers, directors, and persons who beneficially own more than ten percent of a
registered class of the Company's equities are required by the regulations of
the Commission 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, during the fiscal year ended December 31,
1997, all Section 16(a) filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with,
except that a Form 3 was filed late by each of Messrs. Mark Cromwell, Stephen
Portch, Dennis Smith and Thomas Welch.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company was initially capitalized by Dr. Fenton Scruggs, a founder and
director of the Company, who contributed $155,000 in capital from January to
June 1993. In June 1993, Mahmoud Youssefi, a founder of the Company and a
principal officer until April 1997, loaned the Company $30,000 in the form of an
unsecured loan bearing interest at the rate of 29.2% per annum. The balance of
the loan, together with accrued interest thereon, was paid in full in December
1995.
In April 1994, the Company received a secured loan from Herzog, Heine &
Geduld, Inc., a customer of the Company, in the principal amount of $250,000 and
bearing interest at a rate of 9.75% per annum. The loan was converted into
160,764 shares of Series A Preferred Stock in May 1995, and was converted into
64,305 shares of Common Stock upon the closing of the IPO.
In November 1994, the Company received an unsecured loan from Dr. Scruggs in
the principal amount of $75,000 and bearing interest at a rate of 9% per annum.
Dr. Scruggs converted the outstanding balance, including accrued interest
thereon, into 17,915 shares of the Company's Common Stock at $4.90 per share on
December 31, 1995.
In May 1995, the Company sold 975,836 shares of Series A Preferred Stock at
$1.55 per share and warrants to purchase 408,479 Series B Preferred Stock at
$1.96 per share. The warrants to purchase the Series B Preferred Stock were
exercised in August 1995. The Preferred Stock, voting together as a single
class, had the right to elect one member of the Company's Board of Directors.
Donald Greenhouse has served as the designee of the holders of the preferred
stock.
In May 1995, the Company redeemed 17,364 shares of Common Stock from Glenn
West, the Company's Executive Vice President, Director of Technology, and a
member of the Board of Directors, for an aggregate purchase price of $67,500. As
a founder of the Company, Mr. West purchased for nominal consideration the
shares that were redeemed.
In November 1995, the Company issued 12-month promissory notes under an
arrangement with certain parties, including a number of holders of the Series A
and B Preferred Stock. The purchasers of such notes also received warrants to
purchase 190,714 shares of the Company's Common Stock at an exercise price of
$4.90 per share. The warrants expire upon the earlier of (i) May 31, 1998 or
(ii) the issuance by the Company of shares of its Common Stock in a public
offering at an aggregate purchase price of $5,000,000 or more, and at a Company
valuation of at least $10,000,000. The IPO met this criteria. The principal
amount of the promissory notes was $934,500 and interest accrued at a fixed rate
of 10% per annum. When payments on such notes were not made by November 30,
1996, they automatically converted, at a rate of $4.90 per share, into an
aggregate of 190,714 shares of Common Stock. The interest which had accrued on
the debt was forgiven.
During the years ended December 31, 1996 and 1997 the Company paid
approximately $87,000 and $47,000, respectively, in consulting fees to Seneca
Point Associates, Inc., a management consulting firm of which Donald Greenhouse,
a member of the Board of Directors, is President and Chief Executive Officer.
Seneca Point Associates, Inc., does not have an ongoing consulting arrangement
with the Company. In addition, Mr. Greenhouse's son, David Greenhouse, is the
Vice President of AWN Investment Company, Inc., which indirectly controls the
Special Situations Fund III, L.P., an investor in the Company's November 1995
private placement of promissory notes and warrants.
In July 1996, the Company completed the 1996 Placement, pursuant to which
the Underwriter acted as placement agent in such offering and received sales
commissions of $480,000, was reimbursed a total of $120,000 for certain
expenses, and was issued the Hampshire Warrant.
On April 4, 1997, Donald Greenhouse was granted an option to purchase 26,000
shares of Common Stock at an exercise price of $1.38 per share. The options were
granted in consideration for
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<PAGE>
Mr. Greenhouse's service as Chief Executive Officer of the Company from mid-1996
until he was succeeded by Mr. Van Meter in January 1997.
On April 5, 1997, the Company entered into an agreement with Mr. Youssefi
pursuant to which Mr. Youssefi's employment as President of the Company was
terminated (the "Termination Agreement"). Pursuant to the Termination Agreement,
Mr. Youssefi agreed, among other things, (i) not to compete with the Company for
a three-year period (although such provision may be deemed unenforceable by a
state court), (ii) to waive all claims and rights against the Company, (iii) to
cooperate with the Company in its business endeavors and (iv) to assist with the
Company's efforts in an initial public offering. Under the Termination
Agreement, the Company agreed to pay Mr. Youssefi $4,000 in April 1997,
$11,458.33 from May 1997 to and including April 1998; $7,458.33 on or before
May, 1, 1998, and $11,458.33 from June 1998 to May 1, 2000. The Termination
Agreement included a clause which conditioned certain of these obligations upon
payment by En K to the Company of $2,000,000 on or prior to May 5, 1997 because
Mr. Youssefi's compensation under such agreement was premised, in part, on the
continued success of the Company's relationship with En K. The Company did not
receive En K's May 5, 1997 payment and was therefore only obligated to provide
Mr. Youssefi the $11,458 monthly payments through December 1997. The Company
paid all sums due Youssefi upon the consummation of the Bridge Financing in
August 1997.
As a condition to proceeding with the Bridge Financing and the IPO, the
Company deemed it necessary for it to repurchase a portion of its outstanding
Common Stock in order for the Common Stock to be sold in the IPO at the
appropriate valuation. Mr. Youssefi and Dr. Scruggs, who were in a position to
benefit substantially from the consummation of the IPO, agreed to sell 240,000
and 80,000 shares of Common Stock, respectively, to the Company at a purchase
price of $0.50 per share.
Pursuant to a letter agreement, dated July 15, 1997, between the Company and
Mahmoud Youssefi (the "Youssefi Repurchase Agreement"), Mr. Youssefi sold to the
Company 240,000 shares of the Company's Common Stock held by him at a purchase
price of $0.50 per share concurrently with the closing of the Bridge Financing.
Additionally, pursuant to the Youssefi Repurchase Agreement, in exchange for Mr.
Youssefi's execution of an agreement (the "Youssefi Lock-Up"), pursuant to which
he promised not to sell any securities of the Company owned by him for a period
of 18 months following the Company's initial public offering, the Company agreed
to pay Mr. Youssefi (i) upon the Company's receipt of the Youssefi Lock-Up, (a)
$11,458.33 allegedly owed to Mr. Youssefi at such time under the Termination
Agreement and (b) approximately $7,400 for reimbursable credit card and business
expenses; (ii) concurrently with the closing of the Bridge Financing, $53,291.65
as payment in full (except for $15,458.33) for the Company's remaining
obligations under the Termination Agreement; and (iii) the remaining $15,458.33
upon the earlier of (a) 150 days after the closing of the Bridge Financing or
(b) the closing of the IPO. Finally, the Company agreed, within 30 days
following the closing of the IPO, to pay off approximately $25,000 of leases
guaranteed by Mr. Youssefi.
Pursuant to a letter agreement, dated July 15, 1997, between the Company and
Dr. Fenton Scruggs, Dr. Scruggs sold to the Company 80,000 shares of the
Company's Common Stock held by him at a purchase price of $0.50 per share
concurrently with the closing of the Bridge Financing.
In connection with his employment agreement, in July 1997, Kenneth D. Van
Meter purchased 15,000 shares of Common Stock for nominal consideration plus the
termination of certain anti-dilution rights.
In August 1997, the Company completed the Bridge Financing, pursuant to
which the Underwriter acted as placement agent in such offering and received
sales commissions of $200,000, as well as a non-accountable expense allowance of
$60,000.
The Company believes that each of the above referenced transactions was made
on terms no less favorable to the Company than could have been obtained from an
unaffiliated third party. Furthermore, any future transactions or loans between
the Company and officers, directors, principal stockholders or affiliates and,
any forgiveness of such loans, will be on terms no less favorable to the Company
than could
12
<PAGE>
be obtained from an unaffiliated third party, and will be approved by a majority
of the Company's directors, including a majority of the Company's independent
and disinterested directors who have access at the Company's expense to the
Company's legal counsel in connection with such matters.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF PUBLIC ACCOUNTANTS
The firm of Coopers & Lybrand L.L.P., independent certified public
accountants, has audited the books and records of the Company for fiscal year
1997 and for four prior years.
Representatives of Coopers & Lybrand L.L.P. are expected to be available at
the meeting to respond to appropriate questions and will be given the
opportunity to make a statement if they desire to do so. If the stockholders do
not ratify the appointment of this firm, the appointment of another firm of
independent certified public accountants will be considered by the Board of
Directors.
STOCKHOLDER VOTE
The appointment of public accountants will be ratified if Proposal 2
receives the affirmative vote of a majority of the outstanding shares of the
Company's Common Stock present in person or represented by proxy.
The Board of Directors deem the ratification of the appointment of Coopers &
Lybrand L.L.P. as independent auditors and public accountants for the Company to
be in the Company's best interest and recommends a vote FOR such ratification,
which is designated as Proposal 2 on the enclosed proxy card.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered for inclusion in the proxy
statement for presentation at the Company's 1999 Annual Meeting of Stockholders
must be received at the Company's offices at 1400 Centerpoint Boulevard,
Knoxville, Tennessee 37932 no later than February 26, 1999, for inclusion in the
Company's proxy statement and form of proxy relating to such meeting. All
proposals must comply with applicable Commission rules and regulations.
ANNUAL REPORT
The Annual Report of the Company for the fiscal year ended December 31, 1997
is being mailed to stockholders with this proxy statement.
OTHER MATTERS
The Board of Directors is not aware of any other matter other than those set
forth in this proxy statement that will be presented for action at the meeting.
If other matters properly come before the meeting, the persons named as proxies
intend to vote the shares they represent in accordance with their best judgment
in the interest of the Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1997 is incorporated herein by reference.
THE COMPANY UNDERTAKES TO PROVIDE ITS STOCKHOLDERS WITHOUT CHARGE A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES FILED THEREWITH. WRITTEN REQUESTS FOR SUCH REPORT SHOULD BE ADDRESSED
TO THE OFFICE OF THE SECRETARY, CELERITY SYSTEMS, INC., 1400 CENTERPOINT
BOULEVARD, KNOXVILLE, TENNESSEE 37932.
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(THIS PAGE INTENTIONALLY LEFT BLANK)
14
<PAGE>
CELERITY SYSTEMS, INC.
The undersigned stockholder in Celerity Systems, Inc. (the "Company") hereby
constitutes and appoints William R. Chambers and Kenneth D. Van Meter, and
each of them, his true and lawful attorneys and proxies, with full power of
substitution in and for each of them, to vote all of the shares of the
Company which the undersigned is entitled to vote at the Annual Meeting of
Stockholders to be held at the offices of the Company, 1400 Centerpoint
Boulevard, Knoxville, Tennessee 37932, on July 27, 1998 at 10:00 a.m.,
Eastern Daylight Savings Time, or at any postponement or adjournment thereof,
on any and all proposals contained in the Notice of the Annual Meeting of
Stockholders, with all the powers the undersigned would possess if present
personally at said meeting, or at any postponement or adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE NOMINEES LISTED ON THE REVERSE SIDE AND FOR THE
APPROVAL OF PROPOSAL 2.
(Continued and to be signed and dated on the other side)
<PAGE>
A Please mark your
votes as in this
example.
<TABLE>
<S> <C>
WITHHOLD
FOR AUTHORITY Nominees: FOR AGAINST ABSTAIN
(1) Election Kenneth Van Meter (2) Proposal No. 2
of Glenn West
Directors Fenton Scruggs Ratification of the
Donald Greenhouse Appointment of Coopers
Stephen Portch & Lybrand L.L.P. as
Mark Braustein Public Accountants
FOR, except vote withheld from the
following nominees:
_________________________________ Date _______________, 1998 _________________________________ Date ______________, 1998
Signature Signature
Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney,
executor, administrator, 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 name by authorized person.
</TABLE>
<PAGE>
ATTENDANCE CARD
I, _________________________________________________________________,
plan to attend the Annual Meeting of Stockholders of Celerity Systems,
Inc. to be held at the offices of the Company, 1400 Centerpoint
Boulevard, Knoxville, Tennessee 37932, at 10:00 a.m., Eastern Daylight
Savings Time, on July 27, 1998.
(If you plan to attend the Meeting in person, please return this
attendance card to American Stock Transfer & Trust Company in the
enclosed addressed, postage-paid envelope)
