<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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 Rule 14a-11(c) or Rule 14a-12
_______________________________FAXSAV INCORPORATED______________________________
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
----------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
----------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO]
FAXSAV INCORPORATED
NOTICE OF 1997 ANNUAL MEETING
PROXY STATEMENT AND
1996 ANNUAL REPORT
<PAGE>
[LOGO]
Dear Stockholder:
1996 was an exciting and successful year for FaxSav. It was one of
fundamental change and investment into the future. By integrating the Internet
into the fabric of our business we have positioned FaxSav to participate in one
of today's fastest growing technologies while building the infrastructure for a
myriad of high technology, low cost service offerings in the future.
1996 was a year of building. We launched a global network expansion program
installing FaxSav Internet-capable network nodes in ten key markets in Europe,
Asia Pacific, Central and South America and the Caribbean. The global Internet
based network of nodes enables FaxSav to bypass long distance carrier networks
when sending faxes to and from international areas serviced by these nodes.
Today we have a low cost delivery capability in eight of our top ten markets and
fifteen markets overall whereas a year ago we had none. The FaxSav Global
Internet Network applies advanced software switching technology that enables
FaxSav to deliver a high quality fax to every possible destination with
redundancy, reliability and a low cost of service. The combination of Internet
technology and advanced software control systems has won FaxSav the American
Facsimile Association's Best Enhanced Delivery Network Award this year and is a
testimonial to a superior network technology and FaxSav's unique expertise in
integrating the Internet and telephony technologies to deliver enhanced fax
services.
In addition to the network expansion, we broadened our service offerings by
developing client software enabling a suite of low cost, easy to use desktop
Internet fax services for Windows 3.1 and Windows 95. Today we have further
expanded our client software capability with the release of Beta versions for
the MAC and NT operating systems. This desktop suite of services complements our
fax to fax services available through the FaxSav smart connector/router and
significantly expands the access capabilities to the FaxSav Global Internet
Network.
With the foundation of a robust network and the added value of our desktop
Internet fax services, FaxSav is poised for significant worldwide market
expansion. A year ago we were limited to selling fax to fax services in the
United States. Today, our Internet strategy has expanded our served market and
we are now selling our services anywhere in the world where Internet
connectivity is available through an international network of agents, rebillers
and resellers. This combination of new services and worldwide presence enables
us to provide global solutions to multinational customers for total fax needs.
Through these efforts and accomplishments we have carved out a leadership
position in Internet faxing.
To fund this expansion we completed an initial public offering of the
Company's common stock in October 1996, raising $10.6 million after underwriters
discounts and related expenses. We believe this entrance into the public market
will provide the Company with a source for new funds to pursue further expansion
as well as other business opportunities.
Despite the transition to substantially lower priced Internet service
offerings, 1996 revenues increased 29% to $15,036,000 from $11,649,000 for 1995.
This growth is a result of an increase in customer international fax minutes of
62%, with total customer minutes increasing by 39%. Net results for 1996
amounted to a net loss of $7,476,000 or $.84 per share as compared to a net loss
for 1995 of $4,085,000 or $0.44 per share on a pro forma basis.
<PAGE>
Our goal in 1997 is to continue to build the underpinnings of our business
by expanding our global Internet network into additional markets, by migrating
traffic from the high cost telephony network to the lower cost Internet network,
and by building return traffic through the continued expansion of our network of
international agents, resellers and rebillers.
In addition, we are developing global distribution through innovative
marketing agreements with third parties like the ones recently announced with
Hewlett Packard and Smith Micro Software, Inc. The objective of our third party
marketing program is to increase distribution of FaxSav client software by
bundling it with retail and OEM products worldwide providing a more cost
effective access to potential customers.
In summary, we believe that we have made progress in 1996 towards
implementing our strategic plan and that we are well positioned to satisfy the
global fax needs of customers and to develop new services in an international
marketplace in 1997 and beyond.
/s/ Thomas F. Murawski
Thomas F. Murawski
President, Chief Executive Officer and
Chairman of the Board of Directors
April 28, 1997
THIS LETTER CONTAINS FORWARD-LOOKING STATEMENTS REGARDING FUTURE EVENTS OR THE
FUTURE FINANCIAL PERFORMANCE OF THE COMPANY. THESE STATEMENTS ARE ONLY
PREDICTIONS AND THE ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY FROM THE
RESULTS DISCUSSED IN THESE FORWARD LOOKING STATEMENTS. IN EVALUATING THESE
STATEMENTS, PLEASE REFER TO THE DOCUMENTS AND REPORTS FILED BY THE COMPANY FROM
TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION, SPECIFICALLY THE
COMPANY'S MOST RECENT FORM 10-K AND 10-Q.
<PAGE>
FAXSAV INCORPORATED
399 Thornall Street
Edison, New Jersey 08837
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
The Annual Meeting of Stockholders of FaxSav Incorporated (the "Company")
will be held at the Woodbridge Hilton, 120 Wood Avenue South, Iselin, New
Jersey, 08830, (908) 494-6200 on May 20, 1997 at 10:00 a.m. (eastern standard
time) for the following purposes:
(1) To elect one Director to serve until the next Annual Meeting of
Stockholders or until their respective successors shall have been
duly elected and qualified;
(2) To ratify the selection of Coopers & Lybrand L.L.P., independent
public accountants, as auditors of the Company for the fiscal year
ending December 31, 1997; and
(3) To transact such other business as may properly come before the
Annual Meeting.
Only stockholders of record at the close of business on April 22, 1997 will
be entitled to notice of, and to vote at, the Annual Meeting of Stockholders. A
list of stockholders eligible to vote at the meeting will be available for
inspection at the meeting and for a period of ten days prior to the meeting
during regular business hours at the corporate headquarters at the address
above.
Whether or not you expect to attend the Annual Meeting, your proxy vote is
important. To assure your representation at the meeting, please sign and date
the enclosed proxy card and return it promptly in the enclosed envelope, which
requires no additional postage if mailed in the United States or Canada.
By Order of the Board of Directors
/s/ Thomas F. Murawski
Thomas F. Murawski
PRESIDENT, CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
April 28, 1997
- --------------------------------------------------------------------------------
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
BE COMPLETED AND RETURNED PROMPTLY
- --------------------------------------------------------------------------------
<PAGE>
FAXSAV INCORPORATED
PROXY STATEMENT
APRIL 28, 1997
This Proxy Statement is furnished to stockholders of record of FaxSav
Incorporated (the "Company") as of April 22, 1997 in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors" or the "Board") for use at the Annual Meeting of Stockholders to be
held on May 20, 1997 (the "Annual Meeting").
Shares cannot be voted at the meeting unless the owner is present in person
or by proxy. All properly executed and unrevoked proxies in the accompanying
form that are received in time for the meeting will be voted at the meeting or
any adjournment thereof in accordance with instructions thereon, or if no
instructions are given, will be voted "FOR" the election of the named nominees
as Directors of the Company and "FOR" the ratification of Coopers & Lybrand
L.L.P., independent public accountants, as auditors of the Company and will be
voted in accordance with the best judgment of the persons appointed as proxies
with respect to other matters which properly come before the Annual Meeting. Any
person giving a proxy may revoke it by written notice to the Company at any time
prior to exercise of the proxy. In addition, although mere attendance at the
Annual Meeting will not revoke the proxy, a stockholder who attends the meeting
may withdraw his or her proxy and vote in person. Abstentions and broker
non-votes will be counted for purposes of determining the presence or absence of
a quorum for the transaction of business at the Annual Meeting. Abstentions will
be counted in tabulations of the votes cast on each of the proposals presented
at the Annual Meeting, whereas broker non-votes will not be counted for purposes
of determining whether a proposal has been approved.
The Annual Report of the Company (which is deemed not to be a part of the
proxy solicitation materials) is attached hereto. The Company will send a copy
of its 1996 Annual Report on Form 10-K to each requesting stockholder.
The mailing address of the principal executive offices of the Company is 399
Thornall Street, Edison, New Jersey 08837. This Proxy Statement and the
accompanying form of proxy are being mailed to the stockholders of the Company
on or about April 30, 1997.
VOTING SECURITIES
The Company has only one class of voting securities issued and outstanding,
its common stock, par value $0.01 per share (the "Common Stock"). At the Annual
Meeting, each stockholder of record at the close of business on April 22, 1997
will be entitled to one vote for each share of Common Stock owned on that date
as to each matter presented at the Annual Meeting. On April 22, 1997, 9,795,654
shares of Common Stock were outstanding. A list of stockholders eligible to vote
at the Annual Meeting will be available for inspection at the Annual Meeting and
for a period of ten days prior to the Annual Meeting during regular business
hours at the principal executive offices of the Company at the address specified
above.
ELECTION OF DIRECTOR
One Director is to be elected at the Annual Meeting to serve as a Class I
Director until the Annual Meeting of Stockholders to be held in 2000 or until
his respective successor is duly elected and qualified. Unless otherwise
instructed, the proxy holders will vote the proxies received by them FOR the
Company's nominee, Peter Howley. The nominee is currently a Director of the
Company.
<PAGE>
Pursuant to the Company's Certificate of Incorporation, the Board of
Directors has been divided into three classes, denominated Class I, Class II and
Class III, with members of each class holding office for staggered three-year
terms or until their respective successors are duly elected and qualified. Class
I currently consists of Peter Howley. Class II consists of Director Robert
Labant whose term expires at the Annual Meeting of Stockholders to be held in
1998. Class III consists of Directors Thomas Murawski and Jeffrey Drazan whose
terms expire at the Annual Meeting of Stockholders to be held in 1999. At each
annual meeting commencing with the Annual Meeting, the successors to the
Directors whose terms have expired are elected to serve from the time of their
election and qualification until the third annual meeting of the stockholders
following the election or until a successor has been duly elected and qualified.
In April 1997, the Board of Directors amended the Bylaws of the Company to
decrease the minimum Board of Directors size to four members and resolved to
decrease the size of the Board of Directors from five members to four members.
Mr. Howley, a Class I director, resigned from the Board as a Class II director
and was appointed by the Board to be a Class I Director. The Bylaws provide that
the number of Directors may be increased to a maximum of nine. The Certificate
of Incorporation restricts the removal of Directors under certain circumstances.
If any nominee is unable to be a candidate when the election takes place,
the shares represented by valid proxies will be voted in favor of the remaining
nominees. The Board of Directors does not currently anticipate that any nominee
will be unable to be a candidate for election.
The affirmative vote of a plurality of the Company's outstanding Common
Stock present in person or by proxy at the Annual Meeting is required to elect
the Directors.
INFORMATION REGARDING NOMINEE FOR ELECTION AS DIRECTORS
The Board of Directors currently has four members. The following information
with respect to the principal occupation or employment, other affiliations and
business experience of the nominee during the last five years has been furnished
to the Company by such nominee. Except as indicated, the nominee for re-election
has had the same principal occupation for the last five years.
PETER A. HOWLEY has been a director of the Company since January 1992. Since
August 1995, Mr. Howley has served as President, Chief Executive Officer, and
Chairman of the Board of Directors of AirPower Communications, Inc., a start-up
wireless communications company. From August, 1985 until May, 1994, Mr. Howley
served as President, Chief Executive Officer, and Chairman of the Board of
Directors of Centex Telemanagement, Inc., a telecommunications management
services company.
INFORMATION REGARDING NONEMPLOYEE DIRECTORS WHO ARE NOT NOMINEES FOR REELECTION
AS DIRECTORS
JEFFREY M. DRAZAN has been a director of the Company since August 1990. Mr.
Drazan has been a general partner of Sierra Ventures, a venture capital firm,
since 1987. Mr. Drazan also serves as a director of Stratacom Inc., a
telecommunications equipment company, Retix, a telecommunications equipment
company, and Digital Generation Systems Inc., a multimedia network services
company. Mr. Drazan was elected to the Board of Directors in August 1990
pursuant to the terms of a Warrant Purchase Agreement.
2
<PAGE>
ROBERT LABANT has been a director of the Company since June 1996. Since July
1996, Mr. Labant has served as President and Chief Operating Officer of Candle
Software Services Corporation, a systems management software company. From
February 1995 until July 1996, Mr. Labant worked as a self-employed independent
consultant to software companies. For twenty-eight years, until February 1995,
Mr. Labant served in various capacities at International Business Machines Corp.
("IBM"). Mr. Labant's last position at IBM was as Senior Vice President and
General Manager of North American Operations, and previously he served as Vice
President and General Manager of the AS 400 Product Manufacturing and
Development Division. Mr. Labant also serves on the Board of Directors of
Arkwright Insurance, a mutual insurance company, and on the Board of Overseers
of the Amos Tuck School of Business at Dartmouth College.
COMMITTEES OF THE BOARD
The Audit Committee of the Board of Directors reviews, acts on and reports
to the Board of Directors with respect to various auditing and accounting
matters, including the selection of the Company's auditors, the scope of the
annual audits, fees to be paid to the auditors, the performance of the Company's
independent auditors and the accounting practices of the Company. The Audit
Committee consists of Mr. Drazan and Mr. Labant.
The Compensation Committee of the Board of Directors determines the salaries
and incentive compensation of the officers of the Company and provides
recommendations for the salaries and incentive compensation of the other
employees and the consultants of the Company. The Compensation Committee also
administers various incentive compensation, stock and benefit plans. The
Compensation Committee consists of Mr. Drazan and Mr. Howley.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Drazan and Howley. Certain
members of the Company's Board of Directors have been parties to transactions
with the Company. See "Certain Transactions." Although neither Mr. Drazan nor
Mr. Howley was an officer or executive of the Company in fiscal year 1996, from
October 1991 to November 1991, Mr. Drazan served as interim president of the
Company until a successor was found for the individual previously serving in
that position.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During 1996, the Board of Directors held 8 meetings. During 1996, each
incumbent Director attended all meetings of the Board of Directors and all
meetings held by committees of which such directors were a member. The
Compensation Committee held 4 meetings during 1996. The Audit Committee did not
have any formal meetings during 1996 as all Audit Committee functions were
administered by the Board of Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's Directors,
executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their ownership of the Company's
Common Stock and any changes in that ownership to the Securities and Exchange
Commission and the Nasdaq National Market Surveillance Department. Specific due
dates for these reports have been established and the Company is required to
3
<PAGE>
report in this Proxy Statement any failure to file by these dates during 1996.
Based solely on its review of such forms received by it from such persons for
their 1996 transactions, the Company believes that all Directors, officers and
beneficial owners of more than ten percent of the Company's Common Stock were in
compliance with all such filing requirements, except for the following: (i)
Barbara Sargenti, the Company's Vice President of Marketing, did not timely file
her Initial Statement of Beneficial Ownership on Form 3 after her hiring by the
Company in October 1996 and (ii) Jeff Drazan, a director of the Company and a
non-controlling general partner of S.V. Associates V, L.P. (the general partner
of Sierra Ventures V, L.P. ("Sierra V")), did not report a purchase by Sierra V
of 100,000 shares of Company Common Stock in October 1996 in a timely manner on
a Form 4, Statement of Changes in Beneficial Ownership.
COMPENSATION OF DIRECTORS
CASH COMPENSATION. The Company does not pay cash compensation to any of its
Directors.
STOCK OPTION GRANT. Under the Automatic Option Grant component of the
Company's 1996 Stock Option/Stock Issuance Plan (the "Option Plan"), each
individual who first becomes a non-employee Board member on or after October 11,
1996 will receive a 22,222 share option grant on the date such individual joins
the Board, provided such individual has not been in the prior employ of the
Company. In addition, at each Annual Stockholders Meeting, beginning with the
1997 Annual Meeting, each individual who is to continue to serve as a
non-employee Board member after the meeting and has served as a non-employee
Board member for at least six months will receive an additional option grant to
purchase 4,444 shares of Common Stock whether or not such individual has been in
the prior employ of the Company.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
The executive officers of the Company on April 22, 1997 were the following:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ------------------------------------ --- ----------------------------------------------------------
<S> <C> <C>
Thomas F. Murawski.................. 52 Chief Executive Officer, President and Chairman of the
Board of Directors
Thomas C. Mullaney.................. 51 Vice President, Sales and President, Facsimile Services
Division
Peter S. Macaluso................... 50 Vice President and Chief Financial Officer
George Frylinck..................... 49 Vice President, International Marketing and Business
Development
James C. Kaufeld.................... 45 Vice President, Engineering
Barbara Sargenti.................... 47 Vice President, Marketing
</TABLE>
INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT NOMINEES FOR REELECTION AS
DIRECTORS
THOMAS F. MURAWSKI joined FaxSav in November 1991, after serving as
Executive Vice President of Western Union Corporation, a global
telecommunications and financial services company ("Western Union"), where he
was President of its Network Services Group. Prior to joining Western Union, Mr.
Murawski served twenty-three years with ITT Corporation, a
4
<PAGE>
diversified manufacturing and services company ("ITT"). He has held operating
responsibilities in the areas of subsidiary and product line management,
engineering, sales and marketing for both voice and data-oriented businesses.
Mr. Murawski's last position with ITT was President and General Manager of ITT
World Communications Inc., an international telecommunications services company.
THOMAS C. MULLANEY joined FaxSav in June 1994 after serving from February
1994 to June 1994 as the Chief Operating Officer of Athena Design, Inc., a
start-up software company. From January 1991 through February 1994, Mr. Mullaney
was self-employed as a marketing consultant to telecommunications companies.
Prior to working as a consultant, Mr. Mullaney served eighteen years at MCI, a
diversified telecommunications services company. He served MCI as Regional Vice
President of Sales and Operations, Vice President of National Sales and Customer
Service, Division Vice President Sales and Marketing, as well as Vice President
of Carrier and Special Account Sales.
PETER S. MACALUSO has been employed by FaxSav since February 1991. From
August 1989 to February 1991, he was Vice President of Operations for Century
Cellular Corp., a cellular subsidiary of Cellular Communications Inc., a cable
television services and cellular phone company. He was employed by Metro Mobile
CTS Inc., an independent cellular telephone company ("Metro Mobile"), from May
1985 to December 1988, where his position was Chief Financial Officer. Mr.
Macaluso is a certified public accountant and, prior to his employment at Metro
Mobile, he was employed by Coopers & Lybrand, an international accounting and
management consulting firm. His last position with Coopers & Lybrand was as an
Audit Manager.
GEORGE FRYLINCK joined FaxSav in November 1992. From November 1990 until Mr.
Frylinck joined the Company, he acted as an independent consultant to various
telecommunications industry clients. From 1988 to November 1990, he was Senior
Vice President of Marketing, Sales and International Operations, at World
Communications Inc., a communications services company that was a subsidiary of
the Swiss-based TeleColumbus Incorporated. Prior to his experience at World
Communications Inc., Mr. Frylinck was the Vice President responsible for
establishing and directing marketing and sales functions for International
Private Line Services (IPLS) at Western Union and served at ITT, where he held
such key management positions as Director of Product Management, International
Leased Lines with ITT.
JAMES C. KAUFELD joined FaxSav in April 1993 and has over twenty years
experience in the design, development and management of telecommunications
systems. From January 1989 to April 1993, Mr. Kaufeld was General manager and
Regional Vice President of IEX (a telecommunications consulting firm), with
responsibility for sales and product management for the carrier market. Prior to
January 1989, Mr. Kaufeld worked at AT&T Bell Laboratories, where he held a
variety of management positions and assignments ranging rom research into multi-
processor operating systems, to the design and development of interactive
systems for real-time control of AT&T's long distance network.
BARBARA SARGENTI joined FaxSav in October 1996. From February 1994 to
September 1996 she was Vice President and General Manager of Computing at
Prodigy Services Company with responsibility for marketing and sales
relationships with computer manufacturers, software providers and computer
publishers. From July 1993 through February 1994 she was a consultant for
America Online Computing group. Prior to working as a consultant, Ms. Sargenti
was
5
<PAGE>
employed for twenty-three years by IBM where she held a number of positions
including Product Director for the Consumer Personal Computer product line.
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation paid by
the Company during 1996 and 1995 to the Company's Chief Executive Officer and
the four other mostly highly compensated executive officers of the Company whose
total compensation during 1996 exceeded $100,000 (collectively, the "Named
Executive Officers"):
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION (1) -------------
--------------------- SECURITIES
FISCAL SALARY BONUS UNDERLYING
NAME AND PRINCIPAL POSITION YEAR ($) ($) OPTIONS (#)
- -------------------------------------------------------- ----------- ---------- --------- -------------
<S> <C> <C> <C> <C>
Thomas F. Murawski,..................................... 1996 $ 190,362 $ 61,025 77,778
Chief Executive Officer and President 1995 149,220 45,000 253,763
Thomas C. Mullaney,..................................... 1996 148,362 22,955 --
Vice President, Sales and President, Facsimile 1995 114,572 37,500 113,334
Services Division
Peter S. Macaluso,...................................... 1996 119,334 18,596 8,889
Vice President and Chief Financial Officer 1995 99,220 18,750 39,250
James C. Kaufeld,....................................... 1996 148,362 18,770 6,667
Vice President, Engineering 1995 139,220 15,000 22,238
Frank Perno,............................................ 1996 128,546 15,270 36,666
Vice President, Operations (2) 1995 -- -- --
</TABLE>
- ------------------------
(1) Other compensation in the form of perquisites and other personal benefits
has been omitted as the aggregate amount of such perquisites and other
personal benefits constituted the lesser of $50,000 or 10% of the total
annual salary and bonus of the Named Executive Officer for such year.
(2) Mr. Perno resigned from the Company in January 1997.
STOCK OPTION PLAN
All of the stock option grants to Named Executive Officers in 1996 were made
pursuant to the Company's 1996 Stock Option Plan (the "Stock Option Plan") which
was originally adopted by the Board of Directors and approved by the Company's
stockholders in June 1996. The Company has reserved for issuance 1,794,115
shares of Common Stock pursuant to the terms and conditions of the Stock Option
Plan.
The Stock Option Plan is being administered by the Compensation Committee
which has the authority to determine to whom options are granted, the number of
shares to be subject to such options, and the terms and conditions of such
options. It is intended that options granted under the Stock Option Plan will
qualify for favorable tax treatment to recipients pursuant to Section 422 of the
Internal Revenue Code of 1986, as amended.
6
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table shows, with respect to the Named Executive Officers,
certain information concerning the grant of stock options in 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------ AT ASSUMED ANNUAL
NUMBER OF PERCENT OF RATES OF STOCK
SECURITIES TOTAL OPTIONS INITIAL PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR OPTION TERM (2)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED FISCAL YEAR(1) ($/SHARE) DATE 5% 10%
- ----------------------------------- ----------- --------------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas F. Murawski................. 77,778 41.0% $ 3.60 4/17/06 $ 176,091 $ 446,249
Thomas C. Mullaney................. -- -- -- -- -- --
Peter S. Macaluso.................. 8,889 4.7% 3.60 4/17/06 20,125 51,000
James C. Kaufeld................... 6,667 3.6% 3.60 4/17/06 15,094 38,252
Frank Perno........................ 33,333 17.6% .90 1/14/06 75,460 191,230
3,333 1.8% 3.60 4/17/06 7,546 19,123
</TABLE>
- ------------------------
(1) Based on a aggregate of 189,555 options granted to employees in fiscal 1996,
including options granted to the Named Executive Officers.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options at the end of the ten-year option term. The assumed 5%
and 10% rates of stock appreciation are mandated by rules of the Securities
and Exchange Commission and do not represent the Company's estimate of the
future market price of the Common Stock from the date of grant to the
current date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
No options were exercised by the Named Executive Officers in 1996. The
following table sets forth certain information for each Named Executive Officers
regarding stock option holdings as of December 31, 1996.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END (#) FISCAL YEAR END(1)
-------------------------- --------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Thomas F. Murawski............................ 234,339 244,268 $ 1,141,097 $ 1,022,393
Thomas C. Mullaney............................ 59,889 97,889 300,915 501,365
Peter S. Macaluso............................. 55,244 33,756 265,037 148,057
James C. Kaufeld.............................. 68,063 27,048 318,594 115,928
Frank Perno................................... -- 36,666 -- 159,669
</TABLE>
- ------------------------
(1) Amounts calculated by subtracting the exercise price of the options from the
market value of the underlying Common Stock using the closing selling price
on the Nasdaq National Market of $5.50 per share of Common Stock on December
31, 1996.
7
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors consists of two
nonemployee directors, Messrs. Drazan and Howley. See "Executive
Compensation-Compensation Committee Interlocks and Insider Participation." The
Compensation Committee has reviewed and ratified the compensation paid to
executive officers in 1996.
The Compensation Committee advises the Board of Directors on matters of the
Company's compensation philosophy and the compensation of executive officers and
other individuals compensated by the Company. The Compensation Committee also is
responsible for the administration of the Company's Stock Option/Stock Issuance
Plan (the "1996 Plan") under which option grants, restricted awards and
performance awards may be made to directors, executive officers and employees of
the Company and its subsidiaries.
GENERAL COMPENSATION POLICY. The fundamental policy of the Compensation
Committee is to provide the Company's executive officers with competitive
compensation opportunities based upon their contribution to the development and
financial success of the Company and their personal performance. It is the
Compensation Committee's objective to have a portion of each executive officer's
compensation contingent upon the Company's performance as well as upon such
executive officer's own level of performance. Accordingly, the compensation
package for each executive officer is comprised of two elements: (i) base salary
which reflects individual performance and is designed primarily to be
competitive with salary levels in the industry and (ii) long-term stock-based
incentive awards which strengthen the mutuality of interests between the
executive officers and the Company's stockholders.
FACTORS. The principal factors which the Compensation Committee considered
in ratifying the components of each executive officer's compensation package for
fiscal year 1996 are summarized below. The Compensation Committee may, however,
in its discretion apply entirely different factors in advising the Chief
Executive Officer and the Board of Directors with respect to executive
compensation for future years.
- BASE SALARY. The suggested base salary for each executive officer is
determined on the basis of the following factors: experience, personal
performance, the salary levels in effect for comparable positions within and
without the industry and internal base salary comparability considerations.
The weight given to each of these factors differs from individual to
individual, as the Compensation Committee deems appropriate.
- BONUS. The suggested bonus for each executive officer is determined
on the basis of the following factors: Company performance, personal
performance and the bonus levels in effect for comparable positions within
and without the industry. The Committee establishes maximum annual bonus
amounts for each individual based on the bonus levels for comparable
positions and earned bonus amounts are based on performance results. The
weight given to each of these factors differs from individual to individual,
as the Compensation Committee deems appropriate. In addition, the
Compensation Committee may from time to time award additional cash bonuses
when such bonuses are deemed to be in the best interest of the Company.
- LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided
primarily through grants of stock options. The grants are designed to align
the interests of each executive officer with those of the stockholders and
provide each individual with a significant incentive to manage the Company
from the perspective of an owner with an equity stake in the Company. Each
option grant allows the individual to acquire shares of the
8
<PAGE>
Company's Common Stock at a fixed price per share (generally, the market
price on the grant date) over a specified period of time (up to ten years).
Each option generally becomes exercisable in installments over a five-year
period, contingent upon the executive officer's continued employment with
the Company. Accordingly, the option grant will provide a return to the
executive officer only if the executive officer remains employed by the
Company during the vesting period, and then only if the market price of the
underlying shares appreciates.
The number of shares subject to each option grant is set at a level intended
to create a meaningful opportunity for stock ownership based on the executive
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the industry, the individual's potential for increased
responsibility and promotion over the option term and the individual's personal
performance in recent periods. The Compensation Committee also considers the
number of unvested options held by the executive officer in order to maintain an
appropriate level of equity incentive for that individual. However, the
Compensation Committee does not adhere to any specific guidelines as to the
relative option holdings of the Company's executive officers. There were 133,333
stock options granted to executive officers in 1996.
CEO COMPENSATION. Regulations of the Securities and Exchange Commission
require the Board of Directors to disclose their basis for compensation reported
for Mr. Murawski in 1996 and to discuss the relationship between the Company's
performance during the last fiscal year and Mr. Murawski's performance. In
advising the Board of Directors with respect to the compensation payable to the
Company's Chief Executive Officer, the Compensation Committee seeks to establish
a level of base salary competitive with that paid by companies within the
industry which are of comparable size to the Company and by companies outside of
the industry with which the Company competes for executive talent.
The suggested base salary established for Mr. Murawski on the basis of the
foregoing criteria was intended to provide a level of stability and certainty
each year. Accordingly, this element of compensation was not affected to any
significant degree by Company performance factors.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). As a result of
Section 162(m) of the Internal Revenue Code of 1986, as amended, which was
enacted into law in 1993, the Company will not be allowed a federal income tax
deduction for compensation paid to certain executive officers, to the extent
that compensation exceeds $1 million per officer in any one year. This
limitation will apply to all compensation paid to the covered executive officers
which is not considered to be performance based. Compensation which does qualify
as performance-based compensation will not have to be taken into account for
purposes of this limitation. The 1996 Plan contains certain provisions which are
intended to assure that any compensation deemed paid in connection with the
exercise of stock options granted under the plan with an exercise price equal to
the market price of the option shares on the grant date will qualify as
performance-based compensation. The Compensation Committee does not expect that
the compensation to be paid to the Company's executive officers for 1997 will
exceed the $1 million limit per officer.
THE COMPENSATION COMMITTEE
MR. PETER A. HOWLEY
MR. JEFFREY M. DRAZAN
9
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the annual percentage change in the
Company's cumulative total stockholder return on its Common Stock from October
11, 1996 (the date public trading of the Company's stock commenced) to the last
day of the Company's last completed fiscal year (as measured by dividing (i) the
sum of (A) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and (B) the excess of the Company's share price
at the end over the price at the beginning of the measurement period, by (ii)
the share price at the beginning of the measurement period) with the cumulative
total return so calculated of the Nasdaq Stock Market-US Index and a stock index
comprised of companies in a line of business similar to the Company during the
same period.
COMPARISON OF CUMULATIVE TOTAL RETURN(1)
AMONG FAXSAV INCORPORATED, THE NASDAQ STOCK MARKET (US) INDEX
AND THE NASDAQ TELECOMMUNICATIONS INDEX
<TABLE>
<CAPTION>
CUMULATIVE TOTAL
RETURN(1)
------------------------
SYMBOL 10/11/96 12/31/96
--------- ----------- -----------
<S> <C> <C> <C>
FaxSav Incorporated................................................................. FAXX 100 69
Nasdaq Stock Market (U.S.) Index.................................................... INAS 100 103
Nasdaq Telecommunications Index..................................................... INAT 100 101
</TABLE>
- ------------------------
(1) $100 invested on 10/11/96 in FaxSav Incorporated, the Nasdaq Stock Market
(US) Index and the Nasdaq Telecommunications Index.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, which might incorporate future filings made by
the Company under those statutes, the preceding Compensation Committee Report on
Executive Compensation and the Company Stock Performance Graph will not be
incorporated by reference into any of those prior filings, nor will such report
or graph be incorporated by reference into any future filings made by the
Company under those statutes.
10
<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 April 22, 1997 by (i) each person
(or group of affiliated persons) who is known by the Company to own beneficially
five percent or more of the outstanding shares of Common Stock of the Company,
(ii) each Director and nominee for Director, (iii) each of the Named Executive
Officers and (iv) all executive officers and Directors as a group. The
information concerning beneficial owners of more than 5% of the Company's Common
Stock is based solely on filings with the Securities and Exchange Commission on
Schedules 13(D), 13(G) and on Forms 3, 4 and 5.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF PERCENTAGE OF
COMMON STOCK BENEFICIALLY SHARES
NAME OF BENEFICIAL OWNER OWNED(1) OUTSTANDING(1)(2)
- --------------------------------------------------------- ------------------------- -------------------
<S> <C> <C>
Entities affiliated with Sierra Ventures (2)............. 2,095,151 21.4%
Building 4, Suite 210
3000 Sand Hill Road
Menlo Park, California 94025
Telstra Holdings Pty. Limited c/o FaxSav Incorporated
(3).................................................... 985,334 10.0
399 Thornall Street
Edison, NJ
Entities affiliated with Menlo Ventures (4).............. 845,833 8.6
3000 Sand Hill Road
Menlo Park, CA 94025
Battery Ventures II, L.P................................. 796,847 8.1
200 Portland Street
Boston, MA 02114
Coral Partners II, a limited partnership (5)............. 684,403 7.0
60 South Sixth Street
Suite 3510
Minneapolis, MN 55402
Sutter Hill Ventures, a California Limited Partnership
(6).................................................... 688,497 7.0
755 Page Mill Road, Suite A-200
Palo Alto, CA 94304-1005
Thomas F. Murawski (7)................................... 282,029 2.8
Jeffrey Drazan (2)....................................... 2,095,151 21.4
Peter A. Howley (8)...................................... 175,633 1.8
Robert Labant (9)........................................ 15,277 *
Thomas C. Mullaney (10).................................. 75,667 *
Peter S. Macaluso (11)................................... 61,253 *
James C. Kaufeld (12).................................... 74,064 *
Frank Perno (13)......................................... 6,667 *
All current directors and executive officers as a group (14)
(9 persons)............................................ 2,830,659 27.2
</TABLE>
- ------------------------
* Less than one percent.
11
<PAGE>
(1) Gives effect to the shares of Common Stock issuable within 60 days of April
22, 1997 upon the exercise of all options and other rights beneficially
owned by the indicated stockholders on that date. Unless otherwise
indicated, the persons named in the table have sole voting and sole
investment control with respect to all shares beneficially owned. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting and investment power with respect to
shares.
(2) Includes (i) 1,375,364 shares of Common Stock held by Sierra III, (ii)
13,832 shares of Common Stock held by Sierra III International and (iii)
676,325 shares of Common Stock held by Sierra V. Mr. Drazan, a Director of
the Company, is a general partner of an affiliate of Sierra III, Sierra III
International and Sierra V and, as such, may be deemed to share voting and
investment power with respect to such shares. Mr. Drazan disclaims
beneficial ownership of such shares except to the extent of his interest in
such shares arising from his interest in Sierra III, Sierra III
International and Sierra V. Also includes 29,630 shares of Common Stock
issuable to Mr. Drazan upon exercise of stock options.
(3) Includes 23,611 shares of Common Stock issuable to Telstra Incorporated, a
wholly-owned subsidiary of Telstra Holdings Pty. upon exercise of stock
options.
(4) Includes (i) 833,333 shares of Common Stock held by Menlo VI and (ii) 12,500
shares of Common Stock held by Menlo Entrepreneurs. MV Management VI, L.P.
is the General Partner of Menlo VI and Menlo Entrepreneurs.
(5) Coral Management Partners II, Limited Partnership ("Coral Management"), is
the General Partner of Coral Partners II. Excludes an aggregate of 5,626
shares of Common Stock held, in their individual capacity, by three general
partners of Coral Management who share investment and voting power with
respect to the shares of Common Stock held by Coral Partners II. The general
partners disclaim beneficial ownership of the shares held by Coral Partners
II, except as to their proportionate interest therein.
(6) Excludes an aggregate of 390,497 shares of Common Stock held, in their
individual capacity, by the five general partners of the general partner of
Sutter Hill Ventures, a California Limited Partnership ("Sutter Hill"). The
five general partners share voting and investment power with respect to the
shares held by Sutter Hill. Each of these individuals disclaims beneficial
ownership of the shares held by Sutter Hill except as to their proportionate
interest therein, and disclaims beneficial ownership of the shares held by
the other four individuals.
(7) Consists of 282,029 shares of Common Stock issuable upon exercise of stock
options.
(8) Includes 32,408 shares of Common Stock issuable upon exercise of stock
options.
(9) Includes 8,333 shares of Common Stock issuable upon exercise of stock
options.
(10) Consists of 75,667 shares of Common Stock issuable upon exercise of stock
options.
(11) Consists of 61,253 shares of Common Stock issuable upon exercise of stock
options.
(12) Consists of 74,064 shares of Common Stock issuable upon exercise of stock
options.
(13) Consists of 6,667 shares of Common Stock issuable upon exercise of stock
options.
(14) See Notes (2) through (13).
12
<PAGE>
CERTAIN TRANSACTIONS
SECURITIES ISSUANCES AND PURCHASES
In February 1996, the Company issued an aggregate of 15,000,000 shares of
Series F Preferred Stock to investors at a price of $0.40 per share. In March
1996, the Company issued an aggregate of 4,999,988 shares of Series F Preferred
Stock at a price of $0.40 per share. Each nine shares of Series F Preferred
Stock converted into one share of Common Stock upon the consummation of the
Company's initial public offering. The purchasers of in the Series F Preferred
Stock with a purchase price in excess of $60,000 included the following 5%
stockholders, executive officers, directors and entities affiliated with
directors:
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK ON
AN AS CONVERTED
BASIS
--------------------
<S> <C>
Sierra Ventures (Jeffrey Drazan)(1)......................... 576,324
Menlo Ventures(2)........................................... 845,833
Sutter Hill Ventures, a California Limited Partnership...... 70,971
Coral Partners II, a limited partnership.................... 132,835
Battery Ventures II, L.P.................................... 555,556
Peter Howley................................................ 22,029
</TABLE>
- ------------------------
(1) Includes 576,324 shares of Common Stock held by Sierra Ventures V ("Sierra
V"), a California limited partnership. SV Associates V, L.P. is the General
Partner of Sierra V. Mr. Drazan is a General Partner of SV Associates V,
L.P.
(2) Includes 833,333 shares of Common Stock held by Menlo Ventures VI, L.P.
("Menlo VI") and 12,500 shares of Common Stock held by Menlo Entrepreneurs
Fund VI, L.P. ("Menlo Entrepreneurs"). MV Management VI, L.P. is the General
Partner of Menlo VI and Menlo Entrepreneurs.
In October 1996, Sierra V purchased 100,000 shares of Common Stock of The
Company at a price of $8.00 per share.
In 1996, the Company granted executive officers and directors, or in the
case of Telstra Incorporated director nominees, to Telstra Incorporated, a total
of 188,888 stock options with exercise prices ranging from $.90 per share to
$8.00 per share.
EMPLOYMENT SEVERANCE AGREEMENTS
The Company does not presently have any employment contracts in effect with
the Chief Executive Officer or any of the other Named Executive Officers.
The Compensation Committee as Plan Administrator of the 1996 Plan will have
the authority to provide for the accelerated vesting of the shares of Common
Stock subject to outstanding options held by the Chief Executive Officer and any
other executive officer or the shares of Common Stock subject to direct
issuances held by such individual, in connection with certain changes in control
of the Company or the subsequent termination of the officer's employment
following the change in control event.
Each of the Company's directors and officers, with the exception of Mr.
Labant, is party to an agreement with the Company providing for the acceleration
of the vesting of options to
13
<PAGE>
purchase Common Stock held by such director and officer in the event of the
involuntary removal or dismissal (as defined in such agreement) of such director
or officer in connection with an acquisition (as defined in such agreement) of
the Company. Such agreements may have the effect of delaying or preventing a
change in control of the Company, and therefore, could adversely affect the
price of the Company's Common Stock. The Company has also agreed to pay Mr.
Murawski $12,500 per month, plus all benefits, for up to three months after the
termination of his employment without cause.
AGREEMENTS WITH TELSTRA INCORPORATED
In March 1996, the Company repurchased 8,655,510 shares of Series D
Preferred Stock held by Telstra Incorporated, an indirect wholly-owned
subsidiary of Telstra, at a price of $0.25 per share. As a result of such
repurchase, certain covenants in favor of Telstra Incorporated contained in the
Series D Preferred Stock Purchase Agreement (as amended, the "Telstra Purchase
Agreement"), were eliminated, although Telstra Incorporated retained the right
to designate one member of FaxSav's Board of Directors. Such designation right,
and all other rights of Telstra Incorporated under the Telstra Purchase
Agreement, terminated upon the consummation of the Company's public offering in
October 1996.
The Company and Telstra Incorporated are parties to a Traffic Agreement,
effective November 1994 (the "Traffic Agreement"). Under the terms of the
Traffic Agreement, the Company will exclusively use Telstra's (or its nominees)
"WorldFax" service for the Company's outbound traffic from the United States
provided that such service is offered at a rate which the Company can reasonably
demonstrate that it can secure from a recognized service provider for services
of equivalent quality on comparable terms over the same time period. The Traffic
Agreement has a five year term which began in late 1995, upon the commercial
commencement of Telstra's "WorldFax" service in the United States. In 1996,
FaxSav paid Telstra $57,948 for services under the Traffic Agreement.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
appointed Coopers & Lybrand L.L.P., independent public accountants and auditors
of the Company since 1992 as auditors of the Company to serve for the year
ending December 31, 1997, subject to the ratification of such appointment by the
stockholders at the Annual Meeting. The affirmative vote of a plurality of the
Company's outstanding Common Stock present in person or by proxy is required to
ratify the appointment of the auditors. A representative of Coopers & Lybrand
L.L.P. will attend the Annual Meeting with the opportunity to make a statement
if he or she so desires and will also be available to answer inquiries.
STOCKHOLDER PROPOSALS
In accordance with regulations issued by the Securities and Exchange
Commission by certified mail-return receipt requested, stockholder proposals
intended for presentation at the 1998 Annual Meeting of Stockholders must be
received by the Secretary of the Company no later than December 29, 1997 if such
proposals are to be considered for inclusion in the Company's Proxy Statement
for the 1998 Annual Meeting of Stockholders.
14
<PAGE>
OTHER MATTERS
Management knows of no matters that are to be presented for action at the
meeting other than those set forth above. If any other matters properly come
before the meeting, the persons named in the enclosed form of proxy will vote
the shares represented by proxies in accordance with their best judgment on such
matters.
Proxies will be solicited by mail and may also be solicited in person or by
telephone by some regular employees of the Company. The Company may also
consider the engagement of a proxy solicitation firm. Costs of the solicitation
will be borne by the Company.
By Order of the Board of Directors
/s/ Thomas F. Murawski
Thomas F. Murawski
Chief Executive Officer and President
Edison, New Jersey
April 28, 1997
15
<PAGE>
/X/ PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE FAXSAV INCORPORATED
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS--
MAY 20, 1997
(This Proxy is solicited by the Board of Directors of the Company)
The undersigned stockholder of FaxSav Incorporated hereby appoints Thomas
F. Murawski, President and Chief Executive Officer, and Peter S. Macaluso,
Vice President and Chief Financial Officer, and each of them, with full power
of substitution, proxies to vote the shares of stock, in accordance with the
undersigned's specifications, which the undersigned could vote if personally
present at the Annual meeting of Stockholders of FaxSav Incorporated to be
held at the Woodbridge Hilton, 120 Wood Avenue South, Iselin, New Jersey
08830, (908) 494-6200 on May 20, 1997 at 10:00 a.m. (eastern standard time),
or any adjournment thereof.
-----------------------------
Please be sure to sign and date Date
this Proxy in the box below -----------------------------
- ----------------------------------------------------------------
- ----------------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
For Withhold
--- --------
1. ELECTION OF DIRECTOR (for / / / /
term as described in the Proxy
Statement)
Peter A. Howley
For Withhold Abstain
2. RATIFICATION OF ACCOUNTANTS. --- -------- -------
/ / / / / /
Proposal to ratify the selection of
Coopers & Lybrand L.L.P., indepen-
dent public accountants, as auditors
of the Company as described in the
Proxy Statement.
3. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
---
PERSON NOMINATED BY MANAGEMENT AS DIRECTOR AND FOR PROPOSAL 2.
---
Please date and sign exactly as your name appears on the envelope in
which the material was mailed. If shares are held jointly, each stockholder
should sign. Executors, administrators, trustees, etc. should use full title
and, if more than one, all should sign. If the stockholder is a corporation,
please sign full corporate name by an authorized officer. If the stockholder
is a partnership, please sign full partnership name by an authorized person.
- -------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
FAXSAV INCORPORATED
- -------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
- -------------------------------------------------------------------------------
