<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
OneWave, Inc.
------------------------------------------------
(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 transaction applies:
________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________
(3) Filing Party:
________________________________________________________________________
(4) Date Filed:
________________________________________________________________________
<PAGE>
ONEWAVE, INC.
ONE ARSENAL MARKETPLACE
WATERTOWN, MA 02172
June 26, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
OneWave, Inc. (the "Annual Meeting") to be held on July 24, 1998, at 3:00 p.m.
eastern time, at Exchange Place, 53 State Street, Boston, MA 02109.
The Annual Meeting has been called for the purpose of (i) electing one Class
II Director for a three-year term, (ii) approving the payment of compensation to
Lennart Mengwall as an executive officer of the Company in accordance with
Section 203 of the Delaware General Corporation Law and (iii) considering and
voting upon such other business as may properly come before the Annual Meeting
or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on June 18, 1998 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors of the Company recommends that you vote "FOR" the
election of the nominee of the Board of Directors as a Director of the Company,
and "FOR" the approval of the payment of compensation to Lennart Mengwall.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ARE A
STOCKHOLDER OF RECORD AND YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
Sincerely,
Chairman and Chief Executive Officer
<PAGE>
ONEWAVE, INC.
ONE ARSENAL MARKETPLACE
WATERTOWN, MA 02172
(617) 923-6500
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JULY 24, 1998
Notice Is Hereby Given that the Annual Meeting of Stockholders of OneWave,
Inc. (the "Company") will be held on Friday, July 24, 1998, 3:00 p.m. eastern
time, at Exchange Place, 53 State Street, Boston, MA 02109 (the "Annual
Meeting") for the purpose of considering and voting upon:
1. The election of one Class II Director for a three-year term;
2. The approval of the payment of compensation to Lennart Mengwall as an
executive officer of the Company in accordance with Section 203 of the
Delaware General Corporation Law; and
3. Such other business as may properly come before the Annual Meeting and
any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on June 18, 1998 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
Only holders of Common Stock of record at the close of business on such date
will be entitled to notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
In the event there are not sufficient shares to be voted in favor of any of
the foregoing proposals at the time of the Annual Meeting, the Annual Meeting
may be adjourned in order to permit further solicitation of proxies.
By Order of the Board of Directors
Corporate Secretary
Watertown, MA
June 26, 1998
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ARE A STOCKHOLDER OF RECORD AND YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE
IN PERSON, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE>
ONEWAVE, INC.
ONE ARSENAL MARKETPLACE
WATERTOWN, MA 02172
(617) 923-6500
----------------------------
PROXY STATEMENT
----------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, JULY 24, 1998
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of OneWave, Inc. (the "Company") for use at
the Annual Meeting of Stockholders of the Company to be held on Friday, July 24,
1998, 3:00 p.m. eastern time, at Exchange Place, 53 State Street, Boston, MA
02109, and any adjournments or postponements thereof (the "Annual Meeting").
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of one Class II Director of the Company for a three-
year term, with such term to continue until the annual meeting of
stockholders to be held in the year 2000 (the "2000 Annual Meeting") and
until such Director's successor is duly elected and qualified; and
2. The approval of the payment of compensation to Lennart Mengwall as
an executive officer of the Company in accordance with Section 203 of the
Delaware General Corporation Law; and
3. Such other business as may properly come before the meeting and any
adjournments or postponements thereof.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first being
mailed to stockholders of the Company on or about June 26, 1998 in connection
with the notice of, and solicitation of proxies for, the Annual Meeting. The
Board of Directors has fixed the close of business on June 18, 1998 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting (the "Record Date"). Only holders of record of the
Company's Common Stock, par value $.001 per share ("Common Stock"), at the close
of business on the Record Date will be entitled to notice of, and to vote at,
the Annual Meeting. As of the Record Date, there were approximately [_______]
shares of Common Stock outstanding and entitled to vote at the Annual Meeting
and approximately [__] stockholders of record. Each holder of shares of Common
Stock outstanding as of the close of business on the Record Date will be
entitled to one vote for each share held of record with respect to the matters
submitted at the Annual Meeting.
The presence, in person or by proxy, of a majority of the total number of
outstanding shares of Common Stock is necessary to constitute a quorum for the
transaction of business at the Annual Meeting. A quorum being present, (i)
directors are elected by a plurality of the votes cast for the election of the
Class II Director and (ii) under the Delaware General Corporation Law, the
affirmative vote of 66 2/3% of the outstanding shares of Common Stock not owned
by Avix Ventures, L.P. or its affiliates is necessary to approve the payment of
compensation to Lennart Mengwall.
Avix Ventures, L.P. currently owns 7,748,871 shares of Common Stock of the
Company which represents [___]% of the outstanding shares of Common Stock. Avix
Ventures, L.P. holds such shares as a
1
<PAGE>
result of an acquisition of shares of Common Stock from certain stockholders of
the Company on June 9, 1997. Lennart Mengwall and Kevin Azzouz are general
partners of Avix Associates, L.P., which is in turn the general partner of Avix
Ventures, L.P. See "Certain Transactions" below.
Shares that reflect abstentions or "broker non-votes" (i.e., shares
represented at the meeting held by brokers or nominees as to which the
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and with respect to which the broker or nominee
does not have discretionary voting power to vote such shares) will be counted
for purposes of determining whether a quorum is present for the transaction of
business at the meeting. With respect to the election of Directors, votes may
be cast in favor of or withheld from the nominee; votes that are withheld will
be excluded entirely from the vote and will have no effect. Broker non-votes
will have no effect on the outcome of the election of the Director. With
respect to Proposal 2, abstentions and broker non-votes will have the effect of
a vote against the proposal.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD IN THE ENCLOSED ENVELOPE. COMMON STOCK REPRESENTED
BY PROPERLY EXECUTED PROXIES RECEIVED BY THE COMPANY AND NOT REVOKED WILL BE
VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED
THEREIN. IF INSTRUCTIONS ARE NOT STATED THEREIN, PROPERLY EXECUTED PROXIES WILL
BE VOTED "FOR" THE ELECTION OF THE NOMINEE FOR DIRECTOR LISTED IN THIS PROXY
STATEMENT AND "FOR" THE PAYMENT OF COMPENSATION TO LENNART MENGWALL. IT IS NOT
ANTICIPATED THAT ANY MATTERS OTHER THAN THE ELECTION OF A DIRECTOR AND THE
PAYMENT OF COMPENSATION TO LENNART MENGWALL WILL BE PRESENTED AT THE ANNUAL
MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE
WITH THE DISCRETION OF THE PROXY HOLDERS.
Any properly completed proxy may be revoked by the stockholder of record
represented by such proxy at any time before it is voted on any matter (without,
however, affecting any vote taken prior to such revocation) by giving written
notice of such revocation to the Secretary of the Company, or by signing and
duly delivering a proxy bearing a later date, or by attending the Annual Meeting
and voting in person. Attendance at the Annual Meeting will not, by itself,
revoke a proxy.
The Annual Report of the Company, including financial statements for the
fiscal year ended December 31, 1997 ("Fiscal 1997"), is being mailed to
stockholders of the Company concurrently with this Proxy Statement. The Annual
Report, however, is not a part of the proxy solicitation materials.
PROPOSAL 1
ELECTION OF DIRECTOR
The Board of Directors of the Company (the "Board") is divided into three
classes and is comprised of two Directors in Class I and one Director in each of
Classes II and III. Directors serve for three-year terms with one class of
Directors being elected by the Company's stockholders at each annual meeting.
At the Annual Meeting, one Class II Director will be elected to serve until
the 2001 Annual Meeting and until such Director's successor is duly elected and
qualified. The Board has nominated Kevin Azzouz (the "Nominee") for re-election
as a Class II Director. Unless otherwise specified in the proxy, it is the
intention of the persons named in the proxy to vote the shares represented by
each properly executed proxy for the re-election of the Nominee as a Director.
The Nominee has agreed to stand for election and to serve, if elected, as a
Director. However, if the Nominee fails to stand for election or is unable to
accept election, proxies will be voted for the election of such other person as
the Board may recommend.
2
<PAGE>
VOTE REQUIRED FOR APPROVAL
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary to elect the Nominee as a Director of the Company.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEE OF THE BOARD AS
---
A DIRECTOR OF THE COMPANY.
INFORMATION REGARDING DIRECTORS
The Board held twelve meetings during Fiscal 1997. During Fiscal 1997, each
of the incumbent Directors attended at least 75% of the total number of meetings
of the Board and of the committees of which he was a member. The Company's
Board has established an Audit Committee and a Compensation Committee.
The Audit Committee recommends the firm to be appointed as independent
accountants to audit financial statements and to perform services related to the
audit, reviews the scope and results of the audit with the independent
accountants, reviews with management and the independent accountants the
Company's year-end operating results, considers the adequacy of the internal
accounting procedures and considers the effect of such procedures on the
accountants' independence. The Audit Committee consists of Lennart Mengwall and
Ofer Nemirovsky, and held five meetings during Fiscal 1997.
The Compensation Committee reviews and recommends the compensation
arrangements for all Directors and officers, approves such arrangements for
other senior level employees and administers and takes such other action as may
be required in connection with certain compensation and incentive plans of the
Company. The Compensation Committee also determines the options or stock to be
issued to eligible persons under the OneWave, Inc. 1995 Stock Plan (the "1995
Plan"), the OneWave, Inc. 1996 Stock Plan (the "1996 Plan"), construes and
interprets the 1995 Plan and the 1996 Plan (collectively, the "Stock Plans"),
and prescribes the terms and conditions of such options or stock. The
Compensation Committee also administers the OneWave, Inc. Employee Stock
Purchase Plan. In addition, the Compensation Committee establishes, amends and
revokes rules and regulations for the administration of all such plans. The
Compensation Committee consists of Stephen R. Levy and Kevin Azzouz, and held
one meeting during Fiscal 1997. In addition, during Fiscal 1997 compensation
related matters were generally addressed by the full Board.
Directors who are officers or employees of the Company receive no
compensation for service as Directors. Generally, Directors who are not
officers or employees of the Company receive such compensation for their
services as the Board may from time to time determine. Each of Ofer Nemirovsky
and Stephen Levy (the "Non-Employee Directors") received a fee of $2,500 for
meetings attended during Fiscal 1997. In addition, each of the Non-Employee
Directors has been granted an option to purchase 7,000 shares of Common Stock at
an exercise price of $12.00 per share. Each Non-Employee Director also
automatically receives on January 1 of each year an option to purchase 1,700
shares of Common Stock at an exercise price per share equal to the fair market
value of the underlying Common Stock as determined under the 1996 Plan. Each of
these options vests annually in equal installments over a four-year period and
expires ten years from the date of grant. All Directors are reimbursed for
expenses incurred in connection with attendance at meetings.
Stephen R. Levy has indicated his intention to resign from the Board
effective immediately following the Annual Meeting. The Board is in active
discussions with a potential candidate to fill the anticipated vacancy to result
from Mr. Levy's resignation.
3
<PAGE>
Set forth below is certain information regarding the Directors of the
Company, including the Class II Director who has been nominated for the election
at the Annual Meeting, based on information furnished by them to the Company.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE
----- --- --------
<S> <C> <C>
CLASS I--TERM EXPIRES 2000
Ofer Nemirovsky................... 38 March 1996
Lennart Mengwall.................. 55 May 1997
CLASS II--TERM EXPIRES 1998
Kevin Azzouz*..................... 38 May 1997
CLASS III--TERM EXPIRES 1999
Stephen R. Levy................... 57 May 1996
- -------------
</TABLE>
* Nominee for re-election
The principal occupation and business experience for at least the last five
years of each Director of the Company is set forth below.
Lennart Mengwall has served as Chairman of the Board, Chief Executive
Officer and President since May 1997. Mr. Mengwall formerly served as the
Chairman and Chief Executive Officer of Quest Development Corp. from 1989 to
1993. Mr. Mengwall is presently a general partner of Avix Associates, L.P.,
which is in turn the general partner of Avix Ventures, L.P., a principal
stockholder of the Company.
Kevin Azzouz has served as a Director of the Company since May 1997. Mr.
Azzouz formerly served as the President of Quest Development Corp. from 1989 to
1994. From 1994 to March 1996, Mr. Azzouz served as the President and Chief
Operating Officer of Arcada Software. Mr. Azzouz is presently a general partner
of Avix Associates, L.P., which is in turn the general partner of Avix Ventures,
L.P., a principal stockholder of the Company.
Stephen R. Levy has served as a Director of the Company since May 1996.
Since 1995, Mr. Levy has been a private investor and consultant. Mr. Levy
previously served BBN Corporation (formerly Bolt Beranek and Newman Inc.) as
President and Chief Executive Officer from 1976 to 1983, as Chairman of the
Board and Chief Executive Officer from 1983 to 1993, as Chairman of the Board,
President and Chief Executive Officer in 1993, and as Chairman of the Board from
1994 to 1995. Mr. Levy also serves as a director of ThermoOptek Corporation.
Ofer Nemirovsky has served as a Director of the Company since March 1996.
Mr. Nemirovsky is a Managing Director of HarbourVest Partners, LLC and Hancock
Venture Partners, Inc. ("HVP"). Prior to joining HVP in 1986, Mr. Nemirovsky
held various computer sales and marketing positions at Hewlett-Packard. He is
currently a director of several privately held companies.
4
<PAGE>
EXECUTIVE OFFICERS
Set forth below is certain information regarding the executive officers of
the Company as of December 31, 1997.
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Lennart Mengwall....... 55 Chairman of the Board and Chief
Executive Officer
Peter Marton........... 44 President of Consulting Services Group
Joseph W. Seebach...... 36 Vice President and President of Sales and
Marketing
David W. Chapman....... 34 Chief Financial Officer, Treasurer and
Secretary
</TABLE>
The principal occupation and business experience for the last five years of
the Company's executive officers, other than such officers who also served as
Directors, is set forth below.
Joseph W. Seebach joined the Company as Senior Vice President in July 1997
and assumed the position of President of Software Products Group in October
1997. Prior to joining the Company, Mr. Seebach served as General Manager,
Consumer Products Division of Seagate Software from January 1997 to July 1997,
Vice President, Strategic Accounts of Seagate Software from 1996 to 1997, Vice
President, Strategic Business of Arcada Software from 1994 to 1996 and Director
of Software Development and Director of OEM Sales of Quest Development Corp.
from 1993 to 1994.
Peter D. Marton joined the Company as President of Consulting Services in
March 1998. Prior to joining the Company, Mr. Marton served as Senior Vice
President, Commercial Consulting and Systems Integration Venture, of Fidelity
Investments. From January 1996 to August 1996, Mr. Marton served as President
and Chief Executive Officer of Global Village, Inc. From 1990 to January 1996,
Mr. Marton served as Group Vice President of Operations of Cambridge Technology
Partners.
David W. Chapman was appointed as the Company's Chief Financial Officer in
March 1998 and has served as the Controller of the Company since September 1995.
Mr. Chapman was appointed as Secretary of the Company in February 1998. From
December 1993 to August 1995, Mr. Chapman was the Accounting Manager of Astrum
International. Mr. Chapman was also associated with the accounting firm of
Deloitte & Touche from 1988 to 1993.
5
<PAGE>
EXECUTIVE COMPENSATION
The following sections of this Proxy Statement set forth and describe the
compensation paid or awarded to the Company's Chief Executive Officer and the
other most highly compensated executive officers who earned in excess of
$100,000 during Fiscal 1997 ("named executive officers").
SUMMARY COMPENSATION
Summary Compensation. The following summary compensation table sets forth
information concerning compensation for services rendered in all capacities
awarded to, earned by or paid to the Company's Chief Executive Officer and the
other named executive officers during each of fiscal years ended December 31,
1997 and December 31, 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual Compensation Securities
---------------------------------------- Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) $ Options (#) Compensation ($) (3)
- ----------------------------------------------- --------- -------- --------- ------------- -------------------
<S> <C> <C> <C> <C> <C>
Lennart Mengwall, Chairman of the
Board and Chief Executive Officer (1)......... 1997 -- -- -- --
Joseph W. Seebach, Vice President of
Sales and Marketing (1)....................... 1997 83,078 75,000 350,000 --
Klaus P. Besier, Former Chairman of the Board 1997 87,474 -- 500,000 --
Chief Executive Officer and President (2)..... 1996 188,654 -- 330,000 18,064
- ---------------
</TABLE>
(1) Messrs. Mengwall and Seebach were not employed by the Company during fiscal
year 1996.
(2) Mr. Besier resigned from the Company during Fiscal 1997. The options to
purchase an aggregate of 330,000 shares of Common Stock that were granted to
Mr. Besier during 1996 were cancelled and re-issued during 1997.
(3) Includes taxable relocation expense reimbursement and Company contributions
to the Company's 401(k) plan on behalf of the executives.
6
<PAGE>
Option Grants. The following table sets forth certain information
concerning the individual grant of options to purchase Common Stock of the
Company to the named executive officers of the Company who received options
during Fiscal 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------- Potential Realizable
Number of Percent Value at Assumed Annual
Securities of Total of Stock Price
Underlying Options Exercise Appreciation for
Options Granted Rates Option Term (1)
Granted to Employees or Base Expiration --------------------------
Name (#) in Fiscal Year Price ($/Sh) Date 5%($) 10%($)
---- ------------ -------------- ------------ ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Seebach (2)...... 350,000 14.83% 2.625 7/22/07 577,797 1,464,251
Klaus P. Besier (3)........ 500,000 21.19% 2.063 9/7/97 -- --
- -------------------
</TABLE>
(1) This column shows the hypothetical gain or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5%
and 10% for the exercise price of such options over the full 10-year
term of the options. The 5% and 10% assumed rates of appreciation are
mandated by the rules of the Securities and Exchange Commission and do
not represent the Company's estimate or projection of future Common
Stock prices.
(2) Represents (i) an option to purchase 100,000 restricted shares
exercisable upon the grant date; and (ii) an option to purchase 250,000
shares vesting equally over sixteen quarterly installments from the date
of hire.
(3) In connection with the termination of employment of Mr. Besier: (i) Mr.
Besier's vested and unexercised options to purchase 82,500 shares
expired in September 1997, and his unvested options to purchase 417,500
shares were canceled immediately upon termination of employment in June
1997.
Option Exercises and Option Values. The following table sets forth
information concerning the number of underlying shares and value of unexercised
options to purchase Common Stock of the Company held by the named executive
officers as of December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at December 31, 1997 at December 31, 1997 ($)(1)
---------------------------- ---------------------------
Shares Acquired Value
Name on Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Joseph W. Seebach 100,000 -- -- 250,000 -- --
_______________
</TABLE>
(1) Based on the last reported sale price on the Nasdaq National Market on
December 31, 1997 of $1.625 less the option exercise price.
7
<PAGE>
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
The Company has entered into letter agreements with each of its executive
officers (other than Lennart Mengwall, the Company's Chairman and Chief
Executive Officer), providing for base salary, bonus, incentive compensation and
relocation expense reimbursement, as applicable. The letter agreements with
each of Joseph Seebach and Peter Marton dated July 8, 1997 and February 9, 1998,
respectively, provide for certain severance benefits, including base salary for
one year (and in the case of Mr. Seebach, the acceleration of certain options),
in the event of a termination of employment within eighteen months of a change
of control. In the event Mr. Seebach is terminated without cause at any time
during the initial 24 months of employment, he is entitled to receive his base
salary and continued vesting of his options for the duration of such 24 month
period or six months after termination, whichever is later. In the event Mr.
Marton is terminated without cause at any time during the initial twelve months
of employment, he is entitled to receive his base salary for the duration of
such twelve month period or six months after termination, whichever is later.
Under an agreement dated February 26, 1998, David W. Chapman is entitled to
receive his base salary for six months after termination of his employment for
any reason other than gross misconduct.
Under the Company's standard Employee Agreement, each of the executives is
subject to provisions concerning the ownership, use and disclosure of the
Company's confidential information and intellectual property, and a one-year
restriction on competition with the Company following termination of employment
for any reason.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors of the Company
currently consists of Stephen R. Levy and Kevin Azzouz.
Compensation Policies for Executive Officers. The Compensation Committee's
executive compensation philosophy is: (i) to provide competitive levels of
compensation that integrate pay with the individual executive's performance and
the Company's annual and long-term performance goals; (ii) to motivate key
executives to achieve strategic business goals and reward them for their
achievement; (iii) to provide compensation opportunities and benefits that are
comparable to those offered by other companies in the software industry, thereby
allowing the Company to compete for and retain talented executives who are
critical to the Company's long-term success; and (iv) to align the interests of
key executives with the long-term interests of stockholders and the enhancement
of stockholder value through the granting of stock options.
The compensation of the Company's executive officers (other than Lennart
Mengwall, the Company's Chairman and Chief Executive Officer) is currently
comprised of annual base salary, annual performance incentives in the form of
cash bonuses, and long-term performance incentives in the form of stock option
grants under the Stock Plans.
The Compensation Committee has determined that the base salaries of
executive officers should be set at levels that are competitive with those in
the software industry. In addition, the Compensation Committee believes that it
is appropriate to reward outstanding performance through a combination of cash
bonuses and stock options to provide a competitive compensation package that
will enable the Company to attract and retain the executives needed to achieve
such performance. The Compensation Committee also has determined that any stock
option or other equity-based compensation should involve long-term vesting to
encourage tenure and enhancement of stockholder value over the long-term.
Base Salary and Bonuses. Base salaries for executive officers are targeted
according to the salaries of employees holding similar offices and having
similar responsibilities within the software industry. Annual salary
adjustments for executive officers are determined by evaluating the competitive
marketplace, the
8
<PAGE>
performance of the Company, the performance of the executive officers and any
change in the responsibilities assumed by the executive officers. Salary
adjustments are normally determined and made on an annual basis.
The base salary, bonuses and incentive compensation for each of the
Company's executive officers were established pursuant to agreements as
described under "Employment Agreements With Executive Officers." The base
salaries and other compensation to the Company's executive officers were
determined with reference to the compensation of executives of similar
companies in the software industry.
Stock Option Grants. Stock options are designed to attract and retain
executives who can make significant contributions to the Company's success;
reward executives for such significant contributions; and give executives a
long-term incentive to encourage tenure; and align the interests of the
Company's executives with those of its stockholders. In determining whether to
grant stock options to executive officers, the Compensation Committee evaluates
each officer's performance, and awards reflect individual performance reviews.
The Compensation Committee also may grant stock options for executive retention
purposes, taking into account, among other things, general industry practices.
Stock options typically vest over four years in order to encourage performance
over the long-term. Stock options generally have been granted with a ten-year
term and an exercise price equal to 100% of the fair market value of the Common
Stock on the grant date.
Compensation of Chief Executive Officer. Lennart Mengwall, the Company's
Chairman and Chief Executive Officer, currently receives no compensation in view
of certain potential restrictions under the Delaware General Corporation Law.
See Proposal 2 below.
REPORT ON TEN-YEAR OPTION REPRICING
The members of the Compensation Committee of the Board of Directors of the
Company, whose names are set forth below, have provided the following report on
option repricings.
The table below sets forth information pertaining to all repricings of
options held by an executive officer during all fiscal years since the Company's
initial public offering in 1996. Options are considered to be repriced whenever
the Company adjusts or amends the exercise price of stock options previously
granted to employees, whether through amendment, cancellation or replacement
grants, or any other means. Since its initial public offering, Fiscal 1997 is
the first year in which the Company has repriced any outstanding options.
In Fiscal 1997, the Compensation Committee reviewed the stock options
granted to employees and concluded that it was advisable to ensure that such
options continued to provide strong incentives tied to the Company's performance
and stockholder value in view of the fact that a significant number of the
outstanding options granted to employees had exercise prices well above the
trading prices for the Company's Common Stock. Accordingly, the Company
effected a plan in Fiscal 1997 under which employees were offered the
opportunity to reprice outstanding options with exercise prices above the
trading prices for the Company's Common Stock (the "1997 Option Repricing").
On March 10, 1997, the Company effectively repriced such options by issuing
replacement options with exercise prices fixed at the fair market value of the
Company's Common Stock on such date and cancelling the previously granted
options. Employees holding options to purchase less than 10,000 shares Common
Stock were granted replacement options to purchase the same number of shares
underlying the cancelled options, whereas employees holding options to purchase
10,000 or more shares of Common Stock were issued replacement options to
purchase fewer shares, such number of shares determined by multiplying the
number of shares underlying the cancelled options by a ratio of the new exercise
price to the old exercise price. Such replacement options provided for the same
vesting schedules as the options which were canceled.
9
<PAGE>
The following table sets forth the information regarding options held by any
current executive officer which were repriced pursuant to the 1997 Option
Repricing.
OPTION REPRICINGS
<TABLE>
<CAPTION>
Length of
Original
Number of Option Term
Securities Market Price Exercise Remaining at
Underlying of Stock at Price New Exercise
Options Time of at Time of Exercise Date of
Date Repriced (#) Repricing ($) Repricing ($) Price ($) Repricing (1)
---- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
David W. Chapman..... 3/10/97 6,666 $ 2.50 $4.50 $2.50 8 years
3/10/97 6,666 $ 2.50 $ 7.50 $2.50 9 years
3/10/97 100 $ 2.50 $13.125 $2.50 9 years
3/10/97 10,000 $ 2.50 $ 16.00 $2.50 9 years
- ----------------
</TABLE>
(1) The term of each of the original options was 10 years. The length of the
original option term remaining on the date of repricing is an approximation.
Submitted by the Compensation Committee:
STEPHEN R. LEVY KEVIN AZZOUZ
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Since May 10, 1996 all executive officer compensation decisions have been
made by the Compensation Committee or the full Board of Directors. The
Compensation Committee reviews and makes recommendations regarding the
compensation for top management and key employees of the Company, including
salaries and bonuses. The current members of the Compensation Committee are
Stephen R. Levy and Kevin Azzouz. Following the Avix Acquisition (described in
Proposal 2 below), Kevin Azzouz was the Acting Chief Executive Officer,
President and Treasurer of the Company from June 1997 to October 1997. See
"Certain Relationships and Related Transactions" below. No other member of the
Compensation Committee was or is an officer of the Company. Prior to May 10,
1996 and the creation of the Compensation Committee, all Directors participated
in deliberations of the Company's Board of Directors concerning executive
compensation.
10
<PAGE>
SHAREHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Common Stock, based on
the market price of the Company's Common Stock with the total return of
companies included within the Nasdaq Stock Market Index and a peer group of
companies included within the Nasdaq Computer & Data Processing Industry Stock
Index, for the period commencing July 3, 1996 and ending December 31, 1997. The
calculation of total cumulative return assumes a $100 investment in the
Company's Common Stock, the Nasdaq Stock Market Index and the Nasdaq Computer &
Data Processing Industry Stock Index on July 3, 1996, the date of the Company's
initial public offering, and the reinvestment of all dividends.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
CRSP Total Returns Index for: 07/30/96 12/31/96 06/30/97 12/31/97
<S> <C> <C> <C> <C>
OneWave, Inc. 100.0 43.4 14.9 9.0
Nasdaq Stock Market (US Companies) 100.0 109.0 122.0 133.8
Nasdaq Computer and Data
Processing Stocks 100.0 106.8 127.1 131.2
</TABLE>
MARKET VALUE
On December 31, 1997, the closing price of a share of the Company's Common
Stock on the Nasdaq National Market was $1.625.
11
<PAGE>
PROPOSAL 2
COMPENSATION OF LENNART MENGWALL
BACKGROUND
On June 9, 1997, Avix Ventures, L.P. ("Avix") consummated the acquisition
of 7,748,871 shares of Common Stock of the Company pursuant to an agreement
dated April 22, 1997 by and among Avix Ventures, L.P. and certain stockholders
of the Company (the "Avix Acquisition"). Lennart Mengwall and Kevin Azzouz are
general partners of Avix Associates, L.P., which is in turn the general partner
of Avix. See "Certain Transactions" below.
Section 203 of the Delaware General Corporation Law ("Section 203")
prohibits a Delaware corporation from engaging in any "business combination"
with any "interested stockholder" for a period of three years following the time
that such stockholder became an interested stockholder, unless the business
combination is approved by the board of directors and authorized at a meeting of
stockholders by an affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder. A person is
deemed to be an "interested stockholder" if he owns, directly or indirectly,
through affiliates, fifteen percent (15%) or more of the outstanding voting
stock of such corporation. By virtue of the Avix Acquisition and his
affiliation with Avix, Lennart Mengwall, the Company's Chairman and Chief
Executive Officer, is an interested stockholder of the Company under Section
203.
A "business combination" is broadly defined in Section 203 to include any
receipt by an interested stockholder of the benefit, directly or indirectly, of
any "loans, advances, guarantees, pledges or other financial benefits" provided
by the corporation. The Company does not believe that the definition of
"business combination" should include the payment of compensation for services
rendered as an officer of the Company. However, because the precise meaning of
"other financial benefits" is unclear, the matter is not free from doubt. As a
result and in order to remove any uncertainty concerning the matter, the Board
has voted to present Proposal 2 to the stockholders of the Company.
PROPOSAL
Lennart Mengwall currently does not receive any compensation for services
rendered to the Company in his capacity as Chairman and Chief Executive Officer.
The Board proposes that the stockholders of the Company approve the payment of
compensation to Mr. Mengwall which is, in the judgement of the Compensation
Committee, comparable to the compensation paid to persons serving in similar
capacities for similarly situated companies.
Proposal 2 will not be approved in accordance with Section 203 unless the
Proposal receives the affirmative vote of holders of 66 2/3% of the
outstanding shares of Common Stock which is not owned as of the Record Date by
Avix or its affiliates (including Lennart Mengwall and Kevin Azzouz).
Accordingly the affirmative vote of 66 2/3% of _______________ shares (or
______________ shares) of Common Stock is required to approve Proposal 2. This
Proposal was first approved by the Company's disinterested Directors, Ofer
Nemirovsky and Stephen R. Levy, and thereafter unanimously approved by the
entire Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
---
12
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In January 1996, a principal stockholder sold 960,000 shares of Common
Stock to Klaus Besier, the former Chief Executive Officer and President of the
Company, at a purchase price of $1.50 per share, for an aggregate purchase price
of $1,440,000. At the time of such purchase, the Common Stock had a fair market
value of $7.50 per share. As an inducement to Mr. Besier to accept the Company's
employment offer, the Company agreed to lend Mr. Besier up to $2,560,000 to fund
the amount of income tax liability incurred by Mr. Besier in connection with
this stock purchase based upon the difference between the purchase price for the
shares and the fair market value of the shares at the time of such purchase. In
April 1997, the Company extended a loan of $2,507,000 for such purpose. In
connection with his resignation from the Company in June 1997, Mr. Besier
surrendered the 960,000 shares of Common Stock to the Company in satisfaction of
such loan. The Company recorded an expense of $227,000 in Fiscal 1997 to reflect
the difference between the amount of the loan and the market value of the shares
surrendered to the Company.
On June 5, 1997 (the "Avix Closing Date"), Avix consummated the acquisition
of 7,748,871 shares (the "Avix Shares") of Common Stock of the Company formerly
held by Sundar Subramaniam, Appleby Trust, Legacy Investment Partnership, and
J&S Limited Partnership (the "Selling Stockholders") pursuant to an agreement
dated as of April 22, 1997 (the "Avix Purchase Agreement") for an aggregate
purchase price of $8,000,000, of which $3,000,000 was paid in cash and
$5,000,000 was paid in the form of two non-recourse promissory notes. Lennart
Mengwall and Kevin Azzouz are general partners of Avix Associates, L.P., which
is in turn the general partner of Avix.
On April 24, 1997, in connection with the Avix Purchase Agreement, Legacy
Investment Partnership informed the Company by letter of its intent to nominate,
at the next scheduled annual meeting of the stockholders of the Company, for a
slate of directors consisting of Kevin Azzouz and Lennart Mengwall. On May 7,
1997, at the 1997 annual meeting of the stockholders of the Company, each of
Messrs. Azzouz and Mengwall were elected to the Company's Board of Directors.
Following the consummation of the Avix Acquisition on June 9, 1997, Mr. Mengwall
was appointed as Chairman of the Board of Directors and Mr. Azzouz was appointed
as Acting Chief Executive Officer, and Klaus P. Besier, the then Chairman of the
Board of Directors and Chief Executive Officer of the Company, and Mark J.
Gallagher, the then Chief Financial Officer of the Company, resigned from their
respective positions. On October 14, 1997, Mr. Mengwall was appointed the
Company's Chief Executive Officer and President.
On February 3, 1998, the Company issued a promissory note in the amount of
$150,000 to Joseph W. Seebach, the Company's Vice President of Sales &
Marketing. The promissory note is secured by a perfected, first priority
security interest in 100,000 restricted shares of the Company's Common Stock
owned by Mr. Seebach. The promissory note is payable on December 31, 1999, and
bears interest at a rate of six and one-half percent per annum.
13
<PAGE>
CONFLICTS OF INTEREST
Conflicts of interest may arise in the course of business transactions
between the Company, its officers, directors and principal stockholders, and
their affiliates. The Company believes that the transactions in which it was a
party as described above were at terms no less favorable than the Company would
have obtained from unaffiliated third parties. In connection with the Company's
initial public offering, the Company adopted a policy that all future
transactions between the Company and its officers, directors or other affiliates
(other than compensation and employment matters) be reviewed by the Board of
Directors on an on-going basis and submitted to the Audit Committee or other
comparable body for review where appropriate.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table sets forth, to the best knowledge and belief of the
Company, certain information regarding the beneficial ownership of the Company's
Common Stock as of the date indicated by (i) each person known by the Company to
be the beneficial owner of more than 5% of the outstanding Common Stock as of
December 31, 1997, (ii) each of the Company's Directors as of the Record Date,
(iii) each of the named executive officers as of the Record Date and (iv) the
Company's executive officers and Directors as a group as of the Record Date.
<TABLE>
<CAPTION>
Beneficial Ownership (2)
----------------------------
Name of Beneficial Owner (1) Shares (1) Percent
- ---------------------------------------- ---------- --------
<S> <C> <C>
Avix Ventures, L.P. (3).......................... 7,741,871 [____]%
160 West 66th Street
New York, NY 10023
Officers and Directors:
- -----------------------
Lennart Mengwall (4)............................. 7,748,871 [____]%
Joseph W. Seebach (5)............................ 162,500 *
Klaus P. Besier (6).............................. 14,667 *
Stephen R. Levy (7).............................. 37,258 *
Ofer Nemirovsky (8).............................. 486,548 [____]%
Kevin Azzouz (9)................................. 7,748,871 [____]%
All directors and executive officers as a group
(9 persons) (10)................................ 8,455,815 [____]%
- -------------
</TABLE>
* Represents less than 1% of the outstanding shares.
(1) Information with respect to beneficial owners of more than 5% of the
outstanding shares of Common Stock is based solely on information provided
to the Company and reported to the Commission on Schedules 13G filed as of
February 17, 1998.
(2) All percentages have been determined as of the Record Date, in accordance
with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. As
of the Record Date, a total of approximately [___________] shares of Common
Stock were issued and outstanding and options to acquire a total of
[________] shares of Common Stock were exercisable within 60 days.
14
<PAGE>
(3) As reported on Schedule 13D/A filed with the Securities and Exchange
Commission on June 24, 1997 by Avix Ventures, L.P., of which Avix
Associates, L.P. is the general partner, of which Lennart Mengwall and
Kevin Azzouz are general partners.
(4) Represents shares held by Avix Ventures, L.P., of which Mr. Mengwall
holds sole dispositive and voting powers with respect to 20,000 shares.
Mr. Mengwall is a general partner of Avix Associates, L.P., the general
partner of Avix Ventures L.P.
(5) Includes 62,500 shares which Mr. Seebach may acquire upon exercise of
stock options within 60 days of the Record Date.
(6) Mr. Besier resigned from the Company in June 1997. Such figures
represent information known to the Company based on its stock records.
(7) Includes 3,925 shares which Mr. Levy may acquire upon exercise of stock
options within 60 days after the Record Date.
(8) Includes (i) 457,280 shares held by Hancock Venture Partners IV-Direct
Fund L.P. and 24,067 shares held by Falcon Ventures II, L.P., the
respective general partners of which Mr. Nemirovsky is a general
partner, but as to which Mr. Nemirovsky disclaims beneficial ownership,
and (ii) 3,925 shares of which Mr. Nemirovsky may acquire upon exercise
of a stock option within 60 days after the Record Date.
(9) Represents shares held by Avix Ventures, L.P., of which Lennart
Mengwall holds sole dispositive and voting powers with respect to
20,000 shares. Mr. Azzouz is a general partner of Avix Associates,
L.P., the general partner of Avix Venture, L.P.
(10) Includes 76,221 shares which may be acquired upon the exercise of
stock options within 60 days after the Record Date (including 5,871
shares which may be acquired upon the exercise of stock options held
by David W. Chapman, Chief Financial Officer, Treasurer and Secretary)
and 100 shares held by Mr. Chapman.
EXPENSES OF SOLICITATION
The Company will bear the cost of soliciting proxies for the Annual Meeting.
In addition to solicitations by mail, certain Directors, officers and regular
employees of the Company (who will receive no compensation for their services
other than their regular compensation) may solicit proxies by telephone,
telegram or personal interview. Banks, brokerage houses, custodians, nominees
and other fiduciaries have been requested to forward proxy materials to the
beneficial owners of shares held of record by them and such custodians will be
reimbursed for their expenses.
The Company has retained Corporate Investor Communications, Inc. ("CIC") at
a fee estimated not to exceed $______, plus reimbursement of reasonable out-of-
pocket expenses, to assist in the solicitation of proxies. The Company has also
agreed to indemnify CIC against certain liabilities and expenses, including
liabilities under the Federal securities laws.
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Stockholder proposals intended to be presented at the Company's 1999 annual
meeting of stockholders must be received by the Company on or before February
25, 1999 in order to be considered for inclusion in the Company's proxy
statement and form of proxy for that meeting. The Company's By-laws provide that
any stockholder of record wishing to have a stockholder proposal considered at
an annual meeting must provide
15
<PAGE>
written notice of such proposal and appropriate supporting documentation, as set
forth in the By-laws, to the Company at its principal executive office not less
than 75 days or more than 120 days prior to the first anniversary of the date of
the preceding year's annual meeting. In the event, however, that the annual
meeting is scheduled to be held more than 30 days before such anniversary date
or more than 60 days after such anniversary date, notice must be so delivered
not later than (i) the 15th day after the date of public disclosure of the date
of such meeting or (ii) the 75th day prior to the scheduled date of such
meeting. Any such proposal should be mailed to: Secretary, OneWave, Inc., One
Arsenal Marketplace, 2nd Floor, Watertown, MA 02172.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock (collectively, "Section 16 Persons"), to file
initial reports of ownership and reports of changes in ownership with the
Commission and Nasdaq. Section 16 Persons are required by Commission regulations
to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain Section 16 Persons that no Section 16(a)
reports were required for such persons, the Company believes that during Fiscal
1996, the Section 16 Persons complied with all Section 16(a) filing requirements
applicable to them, with the exception of Lennart Mengwall and Kevin Azzouz who
did not timely file Forms 3.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are duly presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
16
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ---------------------- 1. Election of Director. FOR WITHHOLD
ONE WAVE, INC.
- ---------------------- Kevin Azzouz [ ] [ ]
Mark box at right if an [ ] NOTE: If you do not mark any box, your shares
address change or comment will be voted FOR this Proposal.
has been noted on the
reverse side of this card.
RECORD DATE SHARES: 2. Payment of compensation to Lennart Mengwall
as an executive officer.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
NOTE: If you do not mark any box, your shares
will be voted FOR this Proposal.
3. In their discretion, the proxies are
authorized to vote upon any other business
that may properly come before the meeting
or any adjournment(s) thereof.
--------------------------------
Please be sure to sign and date this Proxy. Date
- ------------------------------------------------------------------------------
- ------Stockholder sign here-------------------------Co-owner sign here--------
DETACH CARD DETACH CARD
ONEWAVE, INC.
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, July 24,
1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
ONEWAVE, INC.
<PAGE>
ONEWAVE, INC.
ONE ARSENAL MARKETPLACE
WATERTOWN, MASSACHUSETTS 02172
ANNUAL MEETING OF STOCKHOLDERS - JULY 24, 1998
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Joseph W. Seebach
and David W. chapman as proxies, with full power of substitution to each, to
vote for and on behalf of the undersigned at the 1998 Annual Meeting of
Stockholders of OneWave, Inc. (the "Company") to be held at Exchange Place, 53
State Street,Boston, Massachusetts 02109, on Friday, July 24, 1998, at
3:00 p.m., and any adjournment or adjournments thereof. The undersigned hereby
directs the said proxies to vote in accordance with their judgment on any
matters which may properly come before the Annual Meeting, all as indicated in
the Notice of Annual Meeting, receipt of which is hereby acknowledged, and to
act on the following matters set forth in such notice as specified by the
undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREBY BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
================================================================================
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
