<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
PACKETEER, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
PACKETEER, INC.
10495 NORTH DE ANZA BOULEVARD
CUPERTINO, CA 95014
(408) 873-4400
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2000
------------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Packeteer, Inc., a Delaware corporation ("Packeteer" or the "Company"), will be
held on Wednesday, May 24, 2000 at 10:00 a.m., Pacific Standard Time, at the
Hilton Garden Inn, 10741 Wolfe Road, Cupertino, CA 95014, for the following
purposes:
1. To elect two directors to serve until the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified.
2. To ratify the appointment of KPMG LLP as our independent auditors for
the year ending December 31, 2000; and
3. To transact such other business as may properly come before the annual
meeting and any adjournment or postponement thereof.
The foregoing matters are described in more detail in the enclosed proxy
statement. The Board of Directors has fixed the close of business on April 10,
2000 as the record date for the determination of the stockholders entitled to
notice of, and to vote at, the Annual Meeting and any postponement or
adjournment thereof. Only stockholders of record of the Company as of the close
of business on that date will be entitled to vote at the Annual Meeting or any
postponement or adjournment thereof. A list of stockholders entitled to vote at
the Annual Meeting will be available for inspection at the executive offices of
the Company.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed proxy card as promptly as possible in the enclosed
self-addressed envelope. Any stockholder attending the meeting may vote in
person even if he or she returned a proxy. However, if a stockholder's shares
are held of record by a broker, bank or other nominee and the stockholder wishes
to vote at the meeting, the stockholder must obtain from the record holder a
proxy issued in his or her name.
YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PLEASE READ THE ATTACHED PROXY STATEMENT CAREFULLY, COMPLETE SIGN AND DATE THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED
ENVELOPE.
By Order of the Board of Directors,
/s/ DAVID C. YNTEMA
David C. Yntema
Secretary
Cupertino, California
April 17, 2000
<PAGE> 3
PACKETEER, INC.
10495 NORTH DE ANZA BOULEVARD
CUPERTINO, CA 95014
(408) 873-4400
------------------------
PROXY STATEMENT
2000 ANNUAL MEETING OF STOCKHOLDERS
------------------------
The enclosed Proxy is solicited on behalf of the Board of Directors (the
"Board") of Packeteer, Inc., a Delaware corporation (the "Company"), for use at
the Annual Meeting of Stockholders (the "Annual Meeting") to be held on
Wednesday, May 24, 2000 at 10:00 a.m., Pacific Standard Time, at the Hilton
Garden Inn, 10741 North Wolfe Road, Cupertino, California 95014, or at any
adjournment thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Stockholders. Packeteer's principal executive
offices are located at 10495 North De Anza Boulevard, Cupertino, California
95014. Packeteer's telephone number at that location is (408) 873-4400.
The Company intends to mail this proxy statement and accompanying proxy
card on or about April 17, 2000 to all stockholders entitled to vote at the
meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARE OWNERSHIP
Stockholders of record at the close of business on April 10, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. At
the Record Date, 27,106,943 shares of the Company's common stock ("Common
Stock") were issued and outstanding and held of record by approximately 225
stockholders.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to Packeteer (attention:
David C. Yntema, Secretary) a written notice of revocation or a duly executed
proxy bearing a later date or by attending the Annual Meeting and voting in
person.
VOTING AND SOLICITATION
Each share of Common Stock outstanding on the Record Date is entitled to
one vote. The required quorum for the transaction of business at the Annual
Meeting is a majority of the votes eligible to be cast by holders of shares of
Common Stock issued and outstanding on the Record Date. For purposes of
determining the presence of a quorum, abstentions and broker non-votes will be
counted by the Company as present at the meeting. Abstentions will also be
counted by the Company in determining the total number of votes cast with
respect to a proposal (other than the election of directors). Broker non-votes
will not be counted in determining the number of votes cast with respect to a
proposal.
The cost of soliciting proxies will be borne by the Company. Proxies may be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, in person or by telephone or facsimile. In
addition, Packeteer may retain the services of one or more firms to assist in
the solicitation of proxies, for an estimated fee of $5,000 plus reimbursement
of expenses. In addition, the Company may reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners.
<PAGE> 4
STOCKHOLDER PROPOSALS
To be included in the proxy statement and form of proxy relating to the
2001 Annual Meeting, a stockholder proposal must be received by David C. Yntema,
Secretary, Packeteer, Inc., 10495 North De Anza Boulevard, Cupertino, California
95014 no later than December 19, 2000. In addition, the proxy solicited by the
Board of Directors for the 2001 Annual Meeting will confer discretionary
authority to vote on any stockholder proposal presented at the Annual Meeting
unless the Company receives notice of such proposal not later than February 15,
2001.
2
<PAGE> 5
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Our Board is divided into three classes with staggered three year terms.
The number of directors is determined from time to time by the Board and is
currently fixed at seven (7) members. A single class of directors is elected
each year at the Annual Meeting. Subject to transition provisions, each director
elected at each such meeting will serve for a term ending on the date of the
third Annual Meeting after his election or until his successor has been elected
and duly qualified.
Two directors are to be elected at this Annual Meeting to serve until the
2003 Annual Meeting, or until their successors are elected and duly qualified.
In the event either nominee is unable or unwilling to serve as a nominee, the
proxies may be voted for any substitute nominee designated by the present Board
or the proxy holders to fill such vacancy, or the Board may be reduced in
accordance with our bylaws. The Board has no reason to believe that the persons
named will be unable or unwilling to serve as nominees or as directors if
elected.
Unless otherwise instructed, the proxyholders will vote the proxies
received by them FOR the nominees named below.
Set forth below is certain information concerning the nominees and the
other incumbent directors:
DIRECTORS TO BE ELECTED AT THE 2000 ANNUAL MEETING
Peter T. Morris, age 43, has served as a Director of Packeteer since
September 1996. Mr. Morris is a general partner at New Enterprise Associates
where he has been employed since 1992. Prior to joining New Enterprise
Associates, Mr. Morris held positions at Telebit Corp., a networking company,
Montgomery Securities and Bain and Company, an international strategy consulting
firm. Mr. Morris serves as a Director of Accelerated Networks, Actelis Networks,
Gadzoox Microsystems, Inc., iAsia Works (formerly AUNET), LoanCity.com, LuxN,
Mayan Networks, Network Photonics, Packetcom, Tiara Networks, Virata Ltd and
Yipes. Mr. Morris received a B.S. in electrical engineering from Stanford
University and an M.B.A. from the Stanford Graduate School of Business.
Robert L. Packer, age 40, a co-founder of Packeteer, has served as Chief
Technical Officer and a Director of Packeteer since its inception. From 1987 to
January 1996, Mr. Packer was an independent consultant, developing
telecommunications and networking technologies, including protocols for the
Ricochet microcellular wireless network for Metricom, Inc., a wireless Internet
networking company, OSI protocols for IBM Corporation and a high-performance
packet switch for British Telecom North America, a telecommunications company.
Mr. Packer holds a B.A. in philosophy and political science from Swarthmore
College.
DIRECTORS WHOSE TERMS EXPIRE IN 2001
Brett D. Galloway, age 36, a co-founder of Packeteer, has served as Chief
Operating Officer, Vice President, Engineering and a Director of Packeteer since
its inception. Mr. Galloway also served as Chief Financial Officer of Packeteer
from its inception in 1996 to January 1999. Prior to founding Packeteer, Mr.
Galloway served as Director of Engineering at Metricom, Inc. from November 1994
through February 1996 and as Director of Software Engineering at Metricom from
October 1990 to November 1994. Mr. Galloway holds a B.S. and an M.S. in
electrical engineering from Stanford University.
William R. Stensrud, age 49, has served as a Director of Packeteer since
July 1997. Mr. Stensrud has been a general partner at the venture capital
investment firm of Enterprise Partners since January 1997. Previously, from
February 1992 to March 1996, Mr. Stensrud served as President and Chief
Executive Officer of Primary Access Corporation. Mr. Stensrud is a director of
several public and privately held companies, including RhythmsNet Connections,
GlobeSpan, Inc., Paradyne Networks, Inc., and Juniper Networks, Inc. Mr.
Stensrud holds a B.S. in electrical engineering and computer science from the
Massachusetts Institute of Technology.
3
<PAGE> 6
DIRECTORS WHOSE TERMS EXPIRE IN 2002
Craig W. Elliott, age 39, has served as President, Chief Executive Officer
and a Director of Packeteer since April 1996. From January 1991 to March 1996,
Mr. Elliott served as International General Manager of Apple Computer, Inc.'s
Online Internet Division, where he managed Apple's Internet and online business
in more than 80 countries. From November 1987 to May 1994, Mr. Elliott served as
Apple's Product Business Manager in charge of Networking and Communication
Products. Mr. Elliott holds a B.S. in animal science from Iowa State University.
Steven J. Campbell, age 58, has served as Chairman of the Board of
Packeteer since its inception and served as Packeteer's Chief Executive Officer
from January 1996 through April 1996. Mr. Campbell was a founder of StrataCom,
Inc., a network switching equipment company which was acquired by Cisco Systems
in July 1996, where he was employed from 1986 through 1991 initially as Chief
Executive Officer and then as Vice President of Engineering and finally as Vice
President of Operations. He headed the PBX development at Rolm Communications,
Inc., a telecommunications company, from 1978 through 1983. He is a Director of
Air Flash, Inc., a wireless portal company. Mr. Campbell holds a B.S. in
electrical engineering from Oregon State University and an M.S. in electrical
engineering from Santa Clara University.
Joseph A. Graziano, age 56, has served as a Director of Packeteer since
February 1996. From June 1989 to December 1995, Mr. Graziano was the Executive
Vice President and Chief Financial Officer of Apple Computer, Inc. and was a
member of the Board of Directors of Apple Computer, Inc. from June 1993 until
October 1995. Prior to this, Mr. Graziano held a variety of positions, including
Chief Financial Officer of Sun Microsystems, Inc. and Chief Financial Officer of
Apple Computer, Inc. In addition, he has held accounting positions with Rolm
Communications, Inc., Intel Corporation and various other technology companies
in the Silicon Valley. Mr. Graziano serves as a Director of Carrier Access
Corporation, Pixar, Inc. and Talk City, Inc. Mr. Graziano holds a B.S. in
accounting from Merrimack College and is a certified public accountant.
BOARD MEETINGS AND COMMITTEES
Our Board met nine times during 1999. The Board has an Audit Committee, a
Compensation Committee and a Nominating Committee. All directors attended more
than 75% of the meetings of the Board and the meetings of the committees of the
Board on which they served.
The Audit Committee currently consists of Messrs. Campbell, Graziano and
Morris and met two times during 1999. The Audit Committee recommends the firm to
be appointed as independent auditors to audit our financial statements,
discusses the scope and results of the audit with the independent auditors,
reviews with our management and the independent auditors our interim and
year-end operating results, considers the adequacy of the internal accounting
controls and audit procedures and reviews the non-audit services to be performed
by our independent auditors.
The Compensation Committee currently consists of Messrs. Campbell, Graziano
and Morris and met three times during 1999. The Compensation Committee reviews
and recommends the compensation arrangements for our management and administers
our stock option plans.
The Nominating Committee currently consists of Messrs. Campbell, Stensrud
and Morris and did not meet during 1999. The Nominating Committee recommends the
nomination of candidates to serve on the Board of the Company.
DIRECTOR COMPENSATION
Directors do not currently receive any cash compensation from the Company
for their service as members of the Board. Under the Automatic Option Grant
Program in effect under the Company's 1999 Stock Incentive Plan (the "1999
Plan"), each individual who was serving as a non-employee Board member on the
July 27, 1999 effective date of such program was automatically granted at that
time an option to purchase 3,000 shares of Common Stock, provided such person
had not previously been in the Company's employ. Each individual who first joins
the Board as a non-employee director any time after July 27, 1999 will also
receive, at the time of such initial election or appointment, an automatic
option grant, to purchase 12,000 shares of
4
<PAGE> 7
Common Stock, provided such person has not previously been in the Company's
employ. In addition, on the date of each annual stockholders meeting, beginning
with the 2000 Annual Meeting, each individual who is to continue to serve as a
non-employee Board member, whether or not such individual is standing for
re-election at that particular Annual Meeting, will be granted an option to
purchase 3,000 shares of Common Stock, provided such individual has not received
an option grant under the Automatic Option Grant Program within the preceding
six months. Each grant under the Automatic Option Grant Program will have an
exercise price per share equal to the fair market value per share of the
Company's Common Stock on the grant date, and will have a maximum term of 10
years, subject to earlier termination should optionee cease to serve as a Board
member.
The shares subject to each 12,000-share option grant will vest in a series
of six (6) successive equal semi-annual installments upon the optionee's
completion of each six months of Board service over the thirty-six (36) month
period measured from the date of grant. Each option is immediately exercisable
for all the option shares, but any shares purchased under the option will be
subject to repurchase by the Company, at the exercise price paid per share, upon
the optionee's cessation of Board service prior to vesting in those shares. The
shares will immediately vest in full upon certain changes in control or
ownership or upon the optionee's death or disability while a Board member. The
shares subject to each 3,000-share option grant will be fully vested when
granted.
The current non-employee Board members, Messrs. Campbell, Graziano, Morris
and Stensrud, each received an automatic option grant on July 27, 1999 for 3,000
shares of the Company's Common Stock. The exercise price per share in effect
under each such option was $15.00, the fair market value per share of Common
Stock on the grant date, and the options were fully vested when granted.
Under the terms of indemnification agreements with each of the Company's
directors, the Company is obligated to indemnify each director against certain
claims and expenses for which the director might be held liable in connection
with past or future service on the Board. In addition, the Company's Certificate
of Incorporation provides that, to the greatest extent permitted by the Delaware
General Corporation Law, its directors shall not be liable for monetary damages
for breach of fiduciary duty as a director.
VOTE REQUIRED
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
RECOMMENDATION OF THE BOARD
The Board recommends that the stockholders vote FOR election of each of the
nominees listed above.
5
<PAGE> 8
EXECUTIVE OFFICERS
The executive officers of the Company and certain information about them as
of March 31, 2000 are listed below:
<TABLE>
<S> <C> <C>
Craig Elliott.............. 39 President and Chief Executive Officer and Director
Brett D. Galloway.......... 36 Vice President, Engineering, Chief Operating Officer and
Director
Robert L. Packer........... 40 Chief Technical Officer and Director
Todd J. Krautkremer........ 40 Vice President, Marketing
Herbert R. Shattuck........ 43 Vice President, Business Development
Neil A. Sundstrom.......... 47 Vice President, Worldwide Sales
David C. Yntema............ 55 Chief Financial Officer and Secretary
</TABLE>
Craig W. Elliott has served as President, Chief Executive Officer and a
Director of Packeteer since April 1996. From January 1991 to March 1996, Mr.
Elliott served as International General Manager of Apple Computer, Inc.'s Online
Internet Division, where he managed Apple's Internet and online business in more
than 80 countries. From November 1987 to May 1994, Mr. Elliott served as Apple's
Product Business Manager in charge of Networking and Communication Products. Mr.
Elliott holds a B.S. in animal science from Iowa State University.
Brett D. Galloway a co-founder of Packeteer, has served as Chief Operating
Officer, Vice President, Engineering and a Director of Packeteer since its
inception. Mr. Galloway also served as Chief Financial Officer of Packeteer from
its inception in 1996 to January 1999. Prior to founding Packeteer, Mr. Galloway
served as Director of Engineering at Metricom, Inc. from November 1994 through
February 1996 and as Director of Software Engineering at Metricom from October
1990 to November 1994. Mr. Galloway holds a B.S. and an M.S. in electrical
engineering from Stanford University.
Robert L. Packer a co-founder of Packeteer, has served as Chief Technical
Officer and a Director of Packeteer since its inception. From 1987 to January
1996, Mr. Packer was an independent consultant, developing telecommunications
and networking technologies, including protocols for the Ricochet microcellular
wireless network for Metricom, Inc., a wireless Internet networking company, OSI
protocols for IBM Corporation and a high-performance packet switch for British
Telecom North America, a telecommunications company. Mr. Packer holds a B.A. in
philosophy and political science from Swarthmore College.
Todd J. Krautkremer has served as Vice President, Marketing for Packeteer
since January 1999. From October 1990 through December 1998, Mr. Krautkremer
held various positions at Sync Research, a networking company, with his most
recent position being Vice President of Strategic Marketing. Mr. Krautkremer
holds a B.S. in computer science from St. Cloud State University.
Herbert R. Shattuck has served as Vice President of Business Development
since February 2000. From January 1999 to January 2000, Mr. Shattuck served as
Vice President of Sales for Altitude Software, a customer relationship
management (CRM) software company. From April 1997 to January 1999, Mr. Shattuck
served as General Manager, Western Region for Aspect Communications, a CRM
distributor and service provider. From June 1996 to April 1997, Mr. Shattuck
served as Vice President, Eastern Region Sales for GeoTel Communications, Inc.,
a telecommunications company. From January 1986 to June 1996, Mr. Shattuck
served in various roles at Siemens Rolm Communications, a networking company,
with his most recent position being General Manager, Network Systems Group. Mr.
Shattuck holds a B.S. in marketing from Fairleigh Dickenson University.
Neil A. Sundstrom has served as Vice President, Worldwide Sales for
Packeteer since June 1998. From September 1997 to May 1998, Mr. Sundstrom served
as Vice President of International Sales for Packeteer. From October 1994 to
September 1997, Mr. Sundstrom served as Vice President of 3Com Corporation's
Network Service Provider Division (known as Primary Access prior to its 1995
acquisition by 3Com). From January 1990 to September 1994, Mr. Sundstrom served
as Intercontinental Area Manager for SynOptics Communications, Inc., a
networking company. Mr. Sundstrom serves as a Director of Perle Systems, a
6
<PAGE> 9
publicly held company. Mr. Sundstrom holds a B.A. in psychology from Simon
Fraser University, British Columbia.
David C. Yntema has served as Chief Financial Officer and Secretary of
Packeteer since January 1999. From May 1994 through August 1998, Mr. Yntema
served as Chief Financial Officer and Vice President, Finance and Administration
of VIVUS, Inc., a pharmaceutical company. Prior to joining VIVUS, Mr. Yntema
served as Chief Financial Officer for EO, Inc., a handheld computer company,
MasPar Computer Corporation, a massively parallel computer company, and System
Industries, a storage subsystem company and has held a variety of other
financial management positions. Mr. Yntema holds a B.A. in economics and
business administration from Hope College, a M.B.A. from the University of
Michigan and is a certified public accountant.
Our officers are elected by the Board on an annual basis and serve until
their successors have been duly elected and qualified.
There are no family relationships among any of the directors or executive
officers of the Company.
7
<PAGE> 10
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table sets forth compensation information with respect to the
compensation received for services rendered to the Company by its current Chief
Executive Officer and each of the four other most highly compensated executive
officers for the year ended December 31, 1999, whose salary and bonus exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL SECURITIES
COMPENSATION UNDERLYING
------------------- OTHER ANNUAL OPTIONS
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION GRANTED(#)
--------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Craig W. Elliott........................... 1999 $185,800 $ 34,375 $ -- 250,000
President and Chief Executive Officer 1998 150,033 -- -- --
William E. Klaus(1)........................ 1999 241,970 84,656(2) -- --
Vice President, Business Development 1998 143,783 69,912(2) 50,000(5) 50,000
Todd J. Krautkremer(3)..................... 1999 165,000 27,000 6,350(6) 325,000
Vice President, Marketing 1998 -- -- -- --
Neil A. Sundstrom.......................... 1999 100,000 317,447(2) -- 62,500
Vice President, Worldwide Sales 1998 100,058 117,377(2) -- --
David C. Yntema(4)......................... 1999 166,186 20,625 -- 275,000
Chief Financial Officer 1998 -- -- -- --
</TABLE>
- ---------------
(1) Mr. Klaus resigned as Vice President, Business Development in October 1999.
(2) Represents commissions paid.
(3) Mr. Krautkremer joined Packeteer in January 1999.
(4) Mr. Yntema joined Packeteer in January 1999.
(5) Represents the difference between the fair market value and exercise price
of options exercised in 1998.
(6) Represents relocation reimbursement.
OPTION GRANTS IN FISCAL YEAR 1999
The following table sets forth option grants for the year ended December
31, 1999 to Packeteer's Chief Executive Officer and each of the four other most
highly compensated executive officers for the year ended December 31, 1999,
whose salary and bonus exceeded $100,000.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(3)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ----------------------
NAME GRANTED FISCAL YEAR(1) PRICE(2) DATE 5% 10%
---- ---------- -------------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Craig W. Elliott............. 250,000(4) 14.0% $3.50 02/23/09 $550,283 $1,394,525
William E. Klaus............. -- -- -- -- -- --
Todd J. Krautkremer.......... 325,000(4) 18.2 3.50 01/03/09 715,368 1,812,882
Neil A. Sundstrom............ 62,500(4) 3.5 3.50 02/23/09 137,571 348,631
David C. Yntema.............. 275,000(4) 15.4 3.50 01/07/09 605,311 1,533,977
</TABLE>
- ---------------
(1) Based on an aggregate of 1,787,500 options granted to employees, consultants
and directors during the year ended December 31, 1999.
8
<PAGE> 11
(2) The exercise price per share of each option was equal to the fair market
value of the Common Stock on the date of grant as determined by the Board.
(3) The potential realizable value is calculated based on the term of the option
on the date of grant, which is ten years. It is calculated assuming that the
fair market value of Packeteer's Common Stock on the date of grant
appreciates at the indicated annual rate compounded annually for the entire
term of the option and that the option is exercised and sold on the last day
of its term for the appreciated stock price.
(4) Option was granted under Packeteer's 1999 Plan. All shares under the option
are immediately exercisable; however, unvested shares are subject to
repurchase. The shares underlying the option vest in the following manner:
25% of the shares vest twelve (12) months from the date of grant and the
remainder vest in thirty-six (36) equal monthly installments thereafter.
OPTION EXERCISES IN FISCAL YEAR 1999 AND
FISCAL YEAR-END 1999 OPTION VALUES
The following table sets forth information with respect to the Named
Executive Officers concerning option exercises for the fiscal year ended
December 31, 1999 and exercisable and unexercisable options held as of December
31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS
SHARES YEAR-END AT FISCAL YEAR-END(2)
ACQUIRED ON VALUE ---------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Craig W. Elliott..... -- -- 250,000(3) -- $16,375,000 --
William E. Klaus..... -- -- 50,000(4) -- 3,275,000 --
Todd J.
Krautkremer........ -- -- 325,000(3) -- 21,287,500 --
Neil A. Sundstrom.... 15,625(5) $1,023,438 46,875(3) -- 3,070,313 --
David C. Yntema...... -- -- 275,000(3) -- 18,012,500 --
</TABLE>
- ---------------
(1) Based on a value of $69.00 per share, the closing price of Packeteer's
Common Stock on the Nasdaq National Market on December 31, 1999 less the
exercise price paid for those shares.
(2) Based on a value of $69.00 per share, the closing price of Packeteer's
Common Stock on the Nasdaq National Market on December 31, 1999 less the
exercise price paid for those shares.
(3) All options are immediately exercisable; however, unvested shares are
subject to repurchase. The options underlying the shares vest in the
following manner: 25% of the shares vest twelve (12) months following the
date of grant and the remainder of the shares vest in thirty-six (36) equal
monthly installments thereafter.
(4) Mr. Klaus' options were fully vested as of December 31, 1999.
(5) As of December 31, 1999, all 15,625 shares acquired by Mr. Sundstrom were
subject to a right of repurchase by Packeteer at the exercise price if Mr.
Sundstrom's employment is terminated. The repurchase option on these shares
lapsed on February 24, 2000.
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<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of February 29, 2000 of (i) each person known
to Packeteer to beneficially own more than 5% of the Common Stock, (ii) each
director or director nominee of Packeteer, (iii) each executive officer of
Packeteer for whom information is given in the Summary Compensation Table in
this Proxy Statement, and (iv) all directors and executive officers of Packeteer
as a group.
<TABLE>
<CAPTION>
COMMON STOCK
---------------------------------------
NUMBER OF
SHARES
BENEFICIALLY HELD PERCENT OF CLASS(1)
----------------- -------------------
<S> <C> <C>
Peter T. Morris............................................. 3,303,620 12.2%
New Enterprise Associates(2)
2490 Sand Hill Road
Menlo Park, CA 94025
BG Services Ltd............................................. 2,538,071 9.4
6 Minden Place
St. Helier
Channel Islands, JE 24WQ
Craig W. Elliott(3)......................................... 1,134,000 4.1
Brett D. Galloway(4)........................................ 2,122,800 7.8
Robert L. Packer(5)......................................... 1,921,300 7.1
Todd J. Krautkremer(6)...................................... 276,182 1.0
Neil A. Sundstrom(7)........................................ 163,500 *
David C. Yntema(8).......................................... 253,500 *
Steven J. Campbell(9)....................................... 1,241,620 4.6
Joseph A. Graziano(10)...................................... 560,656 2.1
William R. Stensrud(11)..................................... 35,489 *
All directors and officers as a group (11 persons)(12)...... 11,012,667 39.5
</TABLE>
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* Less than 1%.
(1) As of February 29, 2000, we had outstanding 27,142,924 shares of Common
Stock. The persons named in this table have sole voting power with respect
to all shares of Common Stock. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock, which that person could purchase by exercising
outstanding options and options which will become exercisable within 60
days of February 29, 2000, are deemed outstanding. Such shares, however,
are not deemed outstanding for the purpose of computing the percentage
ownership of any other person. Except as otherwise indicated, the address
of each person listed on the table is c/o Packeteer, Inc., 10495 N. De Anza
Boulevard, Cupertino, California 95014.
(2) Includes 3,187,400 shares held by New Enterprise Associates VII, Limited
Partnership. Also includes 113,220 shares held by Mr. Morris and 3,000
shares of Common Stock issuable upon exercise of immediately exercisable
options. Voting and dispositive power over the shares are held by all of
the general partners of New Enterprise Associates. Mr. Morris is a general
partner at New Enterprise Associates, and as such he may be deemed to share
voting and investment power with respect to such shares. However, Mr.
Morris disclaims beneficial ownership of all such shares.
(3) Includes 250,000 shares of Common Stock issuable upon exercise of
immediately exercisable options. Includes 100,000 shares held by the
Elliott Children's Trust, of which Mr. Elliott is Trustee.
(4) Includes 62,500 shares of Common Stock issuable upon exercise of
immediately exercisable options.
(5) Includes 62,500 shares of Common Stock issuable upon exercise of
immediately exercisable options.
(6) Includes 275,000 shares of Common Stock issuable upon exercise of
immediately exercisable options.
(7) Includes 46,875 shares of Common Stock issuable upon exercise of
immediately exercisable options. Also includes 62,500 shares of common
stock subject to Packeteer's right of repurchase. Includes 3,000
10
<PAGE> 13
shares held by Neil Sundstrom, as Custodian under the California Uniform
Transfers to Minors Act, for the benefit of Eric John Sundstrom and Lee
Roland Sundstrom until age 18.
(8) Includes 250,000 shares of Common Stock issuable upon exercise of
immediately exercisable options.
(9) Includes 1,238,620 shares held by the Campbell 1984 Revocable Trust U/A
2/12/84 UT, of which Mr. Campbell is Trustee. Also includes 3,000 shares of
Common Stock issuable upon exercise of immediately exercisable options held
by Mr. Campbell.
(10) Includes 2,084 shares of Common Stock subject to Packeteer's right of
repurchase. Also includes 3,000 shares of Common Stock issuable upon
exercise of immediately exercisable options held by Mr. Graziano.
(11) Includes 27,615 shares held by Blue Goose, LP controlled by Mr. Stensrud
and his wife. Also includes 3,000 shares of Common Stock issuable upon
exercise of immediately exercisable options held by Mr. Stensrud.
(12) Includes 958,875 shares of Common Stock issuable upon exercise of
immediately exercisable options. Also includes 62,500 shares of Common
Stock subject to Packeteer's right of repurchase.
11
<PAGE> 14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
It is the duty of the Compensation Committee to review and determine the
salaries and bonuses of executive officers of the Company, including the Chief
Executive Officer, and to establish the general compensation policies for such
individuals. The Compensation Committee also has the sole and exclusive
authority to make discretionary option grants to the Company's executive
officers under the Company's 1999 Plan.
The Compensation Committee believes that the compensation programs for the
Company's executive officers should reflect the Company's performance and the
value created for the Company's stockholders. In addition, the compensation
programs should support the short-term and long-term strategic goals and values
of the Company and should reward individual contribution to the Company's
success. The Company is engaged in a very competitive industry, and the
Company's success depends upon its ability to attract and retain qualified
executives through the competitive compensation packages it offers to such
individuals.
General Compensation Policy. The Compensation Committee's policy is to
provide the Company's executive officers with compensation opportunities which
are based upon their personal performance, the financial performance of the
Company and their contribution to that performance and which are competitive
enough to attract and retain highly skilled individuals. Each executive
officer's compensation package is comprised of three elements: (i) base salary
that is competitive with the market and reflects individual performance, (ii)
annual variable performance awards payable in cash and tied to the Company's
achievement of annual financial performance goals and (iii) long-term
stock-based incentive awards designed to strengthen the mutuality of interests
between the executive officers and the Company's stockholders. As an officer's
level of responsibility increases, a greater proportion of his or her total
compensation will be dependent upon the Company's financial performance and
stock price appreciation rather than base salary.
The Company retains the services of an independent compensation consulting
firm to advise the Compensation Committee as to how the Company's executive
compensation levels compare to those of companies within and outside of the
industry.
Factors. The principal factors that were taken into account in establishing
each executive officer's compensation package for the 1999 fiscal year are
described below. However, the Compensation Committee may in its discretion apply
entirely different factors, such as different measures of financial performance,
for future fiscal years.
Base Salary. In setting base salaries, the Compensation Committee reviewed
published compensation survey data for its industry. The Compensation Committee
also identified a group of companies for comparative compensation purposes for
which it reviewed detailed compensation data incorporated into their proxy
statements. This group was comprised of approximately nine companies. The base
salary for each officer reflects the salary levels for comparable positions in
the published surveys and the comparative group of companies, as well as the
individual's personal performance and internal alignment considerations. The
relative weight given to each factor varies with each individual in the sole
discretion of the Compensation Committee. Each executive officer's base salary
is adjusted each year on the basis of (i) the Compensation Committee's
evaluation of the officer's personal performance for the year and (ii) the
competitive marketplace for persons in comparable positions. The Company's
performance and profitability may also be a factor in determining the base
salaries of executive officers.
Annual Incentives. The annual incentive bonus for the Chief Executive
Officer is based on a percentage of his base pay (18.5% for the 1999 fiscal
year) which was adjusted to reflect the actual financial performance of the
Company as measured in terms of revenue with additional consideration given to
attainment of individual goals. The other executive officers of the Company are
also awarded annual incentive bonuses equal to a percentage of base salary
(12 - 25% for fiscal 1999) on the basis of the Company's performance to plan as
measured in terms of revenue with additional consideration given to attainment
of individual goals. Commissions paid to Messrs. Klaus and Sundstrom are not
part of this annual incentive bonus program. Based on the Company's performance
for fiscal year 1999, bonuses were awarded to the executive officers named in
the Summary Compensation Table in the indicated amounts.
12
<PAGE> 15
Long Term Incentives. Generally, stock option grants are made annually by
the Compensation Committee to each of the Company's executive officers. Each
grant is designed to align the interests of the 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
business. Each grant allows the officer to acquire shares of the Company's
Common Stock at a fixed price per share (the fair market value on the grant
date) over a specified period of time (up to ten years). Each option generally
becomes exercisable in a series of installments over a 4-year period, contingent
upon the officer's continued employment with the Company. Accordingly, the
option will provide a return to the executive officer only if he or she remains
employed by the Company during the vesting period, and then only if the market
price of the shares appreciates over the option term. The size of the option
grant to each executive officer, including the Chief Executive Officer, is set
by the Compensation Committee at a level that is intended to create a meaningful
opportunity for stock ownership based upon the individual's current position
with the Company, the individual's personal performance in recent periods and
his or her potential for future responsibility and promotion over the option
term. The Compensation Committee also takes into account the number of unvested
options held by the executive officer in order to maintain an appropriate level
of equity incentive for that individual. The relevant weight given to each of
these factors varies from individual to individual. The Compensation Committee
has established certain guidelines with respect to the option grants made to the
executive officers, but has the flexibility to make adjustments to those
guidelines at its discretion.
CEO Compensation. In setting the total compensation payable to the
Company's Chief Executive Officer for the 1999 fiscal year, the Compensation
Committee sought to make that compensation competitive with the compensation
paid to the chief executive officers of the companies in the surveyed group,
while at the same time assuring that a significant percentage of compensation
was tied to Company performance and stock price appreciation.
The Compensation Committee adjusted Mr. Elliott's base salary for the 1999
fiscal year in recognition of his personal performance and with the objective of
maintaining his base salary at a competitive level when compared with the base
salary levels in effect for similarly situated chief executive officers. With
respect to Mr. Elliott's base salary, it is the Compensation Committee's intent
to provide him with a level of stability and certainty each year and not have
this particular component of compensation affected to any significant degree by
Company performance factors. For the 1999 fiscal year, Mr. Elliott's base salary
was approximately at the median of the base salary levels of other chief
executive officers at the surveyed companies.
The remaining components of Mr. Elliott's 1999 fiscal year compensation,
however, were primarily dependent upon corporate performance. Mr. Elliott was
eligible for a cash bonus for the 1999 fiscal year conditioned on the Company's
attainment of revenue goals, with additional consideration to be given to
individual business plan objectives. A $34,375 bonus was paid to him for fiscal
1999 on the basis of attainment of goals. The Compensation Committee awarded
stock options to Mr. Elliott in fiscal 1999 in order to provide him with an
equity incentive to continue contributing to the financial success of the
Company. The options will have value for Mr. Elliott only if the market price of
the underlying option shares appreciates over the market price in effect on the
date the grant was made.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code disallows a tax deduction to publicly held companies for
compensation paid to certain of their executive officers, to the extent that
compensation exceeds $1 million per covered officer in any fiscal year. The
limitation applies only to compensation which is not considered to be
performance-based. Non-performance based compensation paid to the Company's
executive officers for the 1999 fiscal year did not exceed the $1 million limit
per officer, and the Compensation Committee does not anticipate that the
non-performance based compensation to be paid to the Company's executive
officers for fiscal 1999 will exceed that limit. The Company's 1999 Plan has
been structured so that any compensation deemed paid in connection with the
exercise of option grants made under that plan with an exercise price equal to
the fair market value of the option shares on the grant date will qualify as
performance-based compensation which will not be subject to the $1 million
limitation. Because it is unlikely that the cash compensation payable to any of
the Company's executive officers in the foreseeable future will approach the $1
million limit, the Compensation Committee has decided at this time not to take
any action to limit or restructure the elements of cash compensation
13
<PAGE> 16
payable to the Company's executive officers. The Compensation Committee will
reconsider this decision should the individual cash compensation of any
executive officer ever approach the $1 million level.
It is the opinion of the Compensation Committee that the executive
compensation policies and plans provide the necessary total remuneration program
to properly align the Company's performance and the interests of the Company's
stockholders through the use of competitive and equitable executive compensation
in a balanced and reasonable manner, for both the short and long-term.
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Steve Campbell
Joseph Graziano
Peter Morris
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors currently
consists of Messrs. Campbell, Graziano and Morris. Neither of these individuals
was an officer or employee of the Company at any time during the 1999 fiscal
year or at any other time.
No current executive officer of the Company has ever served as a member of
the Board or Compensation Committee of any other entity that has or has had one
or more executive officers serving as a member of the Company's Board or
Compensation Committee.
14
<PAGE> 17
STOCK PRICE PERFORMANCE
The graph depicted below shows a comparison of cumulative total stockholder
returns for the Company, the NASDAQ National Index and the Standard and Poors
500 Index.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
PACKETEER, INC. NASDAQ NATIONAL INDEX S&P 500 INDEX
--------------- --------------------- -------------
<S> <C> <C> <C>
7/28/99 100 100 100
9/30/99 121 102 94
12/31/99 250 151 108
</TABLE>
- ---------------
(1) The graph covers the period from July 28, 1999, the commencement date of the
Company's initial public offering of shares of its Common Stock, to December
31, 1999.
(2) The graph assumes that $100 was invested in the Company on July 28, 1999, in
the Company's Common Stock and in each index, and that all dividends were
reinvested. No cash dividends have been declared on the Company's Common
Stock.
15
<PAGE> 18
EMPLOYMENT ARRANGEMENTS
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
We do not presently have any employment contracts in effect with the Chief
Executive Officer. We provide incentives such as salary, benefits and option
grants to attract and retain qualified employees.
In the event of a change of control, Mr. Yntema, our Chief Financial
Officer, and Mr. Krautkremer, our Vice President, Marketing, will each receive
his base salary and bonus for one year.
In the event that Packeteer is acquired by merger or asset sale, the
Compensation Committee will have the authority to grant options which will
immediately vest upon an acquisition of Packeteer, whether or not those options
are assumed by the successor corporation. The Compensation Committee is also
authorized under the Discretionary Option Grant and Stock Issuance Programs to
grant options and to structure repurchase rights so that the shares subject to
those options or repurchase rights will immediately vest in connection with a
change in control of Packeteer. This accelerated vesting shall take place
whether that change of control is by merger or asset sale, or successful tender
offer for more than 50% of the outstanding voting stock or a change in the
majority of the board by reason of one or more contested elections for board
membership. This vesting shall occur either at the time of such change in
control or upon the subsequent termination of the individual's service within a
designated period following such change in control. This designated period shall
not exceed 18 months. Some of the options incorporated from the Predecessor Plan
will immediately vest upon an acquisition of Packeteer by merger or asset sale,
as if they had been held for two times the length of the time they had actually
been held by the optionee, and the options will terminate unless assumed by, and
Packeteer's repurchase rights are assigned to, the successor entity. In
addition, certain options granted to executive officers provide that if the
options are assumed in an acquisition and the optionee's service is
involuntarily terminated within eighteen months following such acquisition the
option shares will vest in full and Packeteer's repurchase rights will lapse.
The Compensation Committee will have the discretion to extend the acceleration
provisions of the 1999 Plan to options outstanding under the 1996 Equity
Incentive Plan.
16
<PAGE> 19
PROPOSAL NO. 2:
RATIFICATION OF APPOINTMENT OF AUDITORS
KPMG LLP has served as our independent auditors since January 1996 and has
been selected by our Board as our independent auditors for the year ending
December 31, 2000. In the event that ratification of this selection of auditors
is not approved by a majority of the shares of Common Stock voting thereon,
management will review its future selection of auditors.
Representatives of KPMG LLP are expected to be present at the annual
meeting and will have the opportunity to make a statement if they desire to do
so. They are also expected to be available to respond to appropriate questions.
Unless marked to the contrary, proxies received will be voted FOR
ratification of the appointment of KPMG LLP as the independent auditors for the
current year.
REQUIRED VOTE
The ratification of the appointment of KPMG LLP as our independent auditors
for the year ending December 31, 2000 requires the affirmative vote of the
holders of a majority of the shares of our Common Stock present at the annual
meeting in person or by proxy and entitled to vote.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Directors recommends that the stockholders vote FOR the
ratification of the appointment of KPMG LLP as Packeteer's independent auditors
for the fiscal year ending December 31, 2000.
17
<PAGE> 20
CERTAIN TRANSACTIONS
We have entered into indemnification agreements with each of our directors
and officers that may, in some cases be broader than the specific
indemnification provisions contained in the Delaware General Corporation Law.
The indemnification agreements may require us, among other things, to indemnify
the directors and officers against certain liabilities, other than liabilities
arising from willful misconduct of a culpable nature, that may arise by reason
of their status or service as directors or officers. These agreements also may
require us to advance the expenses incurred by the directors and officers as a
result of any proceeding against them as to which they could be indemnified. We
have a directors' and officers' insurance policy to cover our obligations under
these agreements.
All future transactions between the Company and its officers, directors,
principal stockholders and affiliates will be approved by a majority of the
independent and disinterested members of the Board, and will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The members of the Board, the executive officers of the Company and persons
who hold more than 10% of the Company's outstanding Common Stock are subject to
the reporting requirements of Section 16(a) of the Securities Exchange Act of
1934 which require them to file reports with respect to their ownership of the
Common Stock and their transactions in such Common Stock. Based upon (i) the
copies of Section 16(a) reports which the Company received from such persons for
their 1999 Fiscal Year transactions in the Common Stock and their Common Stock
holdings, and (ii) the written representations received from one or more of such
persons that no annual Form 5 reports were required to be filed by them for the
1999 Fiscal Year, the Company believes that all reporting requirements under
Section 16(a) for such fiscal year were met in a timely manner by its directors,
executive officers and greater than ten percent beneficial owners.
ANNUAL REPORT
A copy of the Annual Report of the Company for the 1999 Fiscal Year has
been mailed concurrently with this Proxy Statement to all stockholders entitled
to notice of and to vote at the Annual Meeting. The Annual Report is not
incorporated into this Proxy Statement and is not considered proxy solicitation
material.
FORM 10-K
The Company filed an Annual Report on Form 10-K with the Securities and
Exchange Commission on March 23, 1999. Stockholders may obtain a copy of this
report, without charge, by writing to David C. Yntema, Secretary of the Company,
at the Company's principal executive offices located at 10495 North De Anza
Boulevard, Cupertino, California 95014
By Order of the Board of Directors
/s/ DAVID C. YNTEMA
David C. Yntema
Secretary
Cupertino, California
April 17, 2000
18
<PAGE> 21
1878-PS-2000
<PAGE> 22
EXHIBIT A
This Proxy is solicited on behalf of the Board of Directors
PACKETEER, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
MAY 24, 2000
The undersigned stockholder(s) of Packeteer, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 2000 Annual Meeting
of Stockholders and Proxy Statement, each dated April 17, 2000, and hereby
appoints Craig W. Elliott and David C. Yntema, and each of them, proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the 2000 Annual Meeting of
Stockholders of Packeteer Corporation to be held May 24, 2000, at 10:00 a.m.,
Pacific Standard Time, at the Hilton Garden Inn, 10741 North Wolfe Road,
Cupertino, California, 95014, and at any adjournment or adjournments thereof,
and to vote all shares of Common Stock which the undersigned would be entitled
to vote if then and there personally present, on the matters set forth on the
reverse side:
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<TABLE>
<S> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
[X] Please mark 2. Ratification of the appointment of
vote as in KPMG LLP as independent auditors [ ] [ ] [ ]
this example
3. In their discretion, the proxies are
authorized to vote upon
1. Election of Directors to serve until 2003. any other business that may properly
Nominees: Peter Morris and Robert Packer come before the meeting.
FOR WITHHELD
[ ] [ ]
[ ]
-----------------------------------------
For both nominees except as noted above
</TABLE>
MARK HERE FOR ADDRESS CHANGE AND NOTE AT
LEFT [ ]
Please sign exactly as your name appears
hereon. Joint owners each should sign.
Executors, administrators, trustees,
guardians or other fiduciaries should
give full title as such. If signing for
a corporation, please sign in full
corporate name by a duly authorized
officer.
Signature: Date: Signature: Date:
- ------------------------ -------- -------------------------------- ------
