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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Renaissance Worldwide, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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RENAISSANCE WORLDWIDE, INC.
52 Second Avenue
Waltham, MA 02451
April 19, 2000
To Our Stockholders:
We cordially invite you to attend our 2000 annual meeting of stockholders,
which will be held on May 25, 2000 at our world headquarters, 52 Second
Avenue, Waltham, Massachusetts at 10:00 a.m. (Eastern Standard Time).
At this meeting you are being asked to elect one Class II director to serve
for a three-year term, to amend the 1996 Stock Plan, to amend the 1996
Employee Stock Purchase Plan, and to adopt 2000 Stock Plans for four of our
subsidiaries.
Please read the proxy statement, which describes the nominee for the Board
of Directors and the other proposals for shareholder consideration. When you
have finished reading the statement, please promptly mark, sign, and return
your proxy card in the enclosed envelope to ensure that your shares will be
represented.
We hope that many of you will be able to attend the meeting in person. I
look forward to seeing you there.
Sincerely yours,
/s/ G. Drew Conway
G. DREW CONWAY
Chairman and Chief Executive Officer
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RENAISSANCE WORLDWIDE, INC.
52 Second Avenue
Waltham, MA 02451
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 25, 2000
Notice is hereby given that the Annual Meeting of Stockholders of
Renaissance Worldwide, Inc. (the "Company") will be held at our world
headquarters, 52 Second Avenue, Waltham, Massachusetts at 10:00 a.m. (Eastern
Standard Time), on Thursday, May 25, 2000 for the following purposes:
1.to elect one Class II director;
2.to amend the 1996 Stock Plan;
3.to amend the 1996 Employee Stock Purchase Plan;
4.to adopt 2000 Stock Plans for four of our subsidiaries; and
5.to transact any other business that may properly come before the meeting or
any at any adjournment.
Stockholders of record at the close of business on March 31, 2000 are
entitled to notice of and to vote at the meeting.
If you are unable to be present personally, please sign and date the
enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors
[Signature of Christopher D. T. Guiffre]
CHRISTOPHER D. T. GUIFFRE
Clerk
Waltham, Massachusetts
April 19, 2000
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. PLEASE SIGN
AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON.
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RENAISSANCE WORLDWIDE, INC.
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Annual Meeting of Stockholders
May 25, 2000
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PROXY STATEMENT
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The Board of Directors of Renaissance Worldwide, Inc. is delivering these
proxy materials in connection with the solicitation of proxies to be voted at
our 2000 Annual Meeting of Stockholders and at any adjournment or postponement.
You are invited to attend the meeting, which will be held on May 25, 2000,
beginning at 10:00 a.m. (Eastern Standard time) at our world headquarters, 52
Second Avenue, Waltham, Massachusetts.
This Proxy Statement, form of proxy and the Company's 1999 annual report are
being mailed starting April 19, 2000.
Shareholders Entitled to Vote
Holders of record of Renaissance common stock at the close of business on
March 31, 2000 are entitled to receive this notice and to vote their shares at
the meeting. On that date, there were 56,789,288 shares of common stock
outstanding. Each share is entitled to one vote on each matter properly brought
before the meeting.
Proxies
Your vote is important. Stockholders of record may vote their proxies by
mail. If you vote by mail, simply mark your proxy, date and sign it, and return
it in the postage-paid envelope provided.
Proxies may be revoked at any time before they are exercised by (1) written
notice to the Clerk, (2) timely delivery of a valid, later-dated proxy or (3)
voting by ballot at the meeting.
Voting at the Annual Meeting
Voting by mail will in no way limit your right to vote at the meeting if you
later decide to attend in person. If your shares are held in the name of a
bank, broker or other holder of record, you must obtain a proxy, executed in
your favor, from the holder of record to be able to vote at the meeting.
All shares that have been properly voted and not revoked will be voted at
the meeting in accordance with your instructions. If you sign your proxy card
but do not give voting instructions, your shares will be voted as recommended
by the Board of Directors.
Voting on Other Matters
If any other matters are properly presented at the meeting for
consideration, the persons named in the enclosed form of proxy will have the
discretion to vote on those matters for you. At the date this proxy statement
went to press, we did not know of any other matter to be raised at the meeting.
Required Vote
The presence, in person or by proxy, of the holders of a majority of the
shares entitled to vote at the meeting is necessary to constitute a quorum.
Abstentions and broker "non-votes" are counted as present and entitled to vote
for purposes of determining a quorum. A broker non-vote occurs when a nominee
holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power for that
particular item and has not received instructions from the beneficial owner.
Under the rules of the New York Stock Exchange applicable to member firms,
brokers will have discretionary authority to vote shares held in their name for
the election of directors even if they do not receive instructions from the
beneficial owners.
The director nominee receiving the most votes will be elected as a Class II
Director. Abstentions and broker non-votes are not counted for purposes of the
election of directors and will have no effect on the outcome.
The approval of each of Proposals 2, 3 and 4 requires the affirmative vote
of a majority of the shares present or represented by proxy and entitled to
vote. Abstentions will have the effect of votes against these proposals and
broker non-votes will have no effect on these proposals.
Cost of Proxy Solicitation
We will pay the expenses of soliciting proxies. Our directors, officers or
employees may solicit proxies in person or by telephone, electronic
transmission, facsimile transmission or by telegram. We will reimburse brokers
and other persons for their reasonable charges and expenses in forwarding
soliciting materials to their principals.
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Proposal Number 1
ELECTION OF CLASS II DIRECTOR
Our Board of Directors is divided into three classes, as nearly equal in
number as possible, so that each class will serve for three years, with one
class of directors being elected each year.
Nominee
The nominee is Paul C. O'Brien, currently designated as a Class II director,
whose term expires at the meeting. If elected, he would serve for a term of
three years expiring at the 2003 Annual Meeting and until his successor is
elected. We expect that Mr. O'Brien will be able to serve, but if he is unable
to serve, the proxies reserve discretion to vote, or refrain from voting, for a
substitute nominee.
Paul C. O'Brien, a Class II Director, became a director of Renaissance in
April 1996. Mr. O'Brien is the President of The O'Brien Group, Inc., a
consulting firm in the areas of community relations and external affairs that
he founded in January 1995. Before founding The O'Brien Group, Mr. O'Brien was
employed by New England Telephone and Telegraph Company, most recently as
Chairman of the Board from 1993 to December 1994 and as President and Chief
Executive Officer from 1988 to 1993. Mr. O'Brien is also a director of NetOptix
Corp., Cambridge NeuroScience, Inc. and First Pacific Networks, Inc. and is
Chairman of the Board of View Tech, Inc. Mr. O'Brien is 60 years old.
The persons named in the enclosed proxy intend to vote the proxy in favor of
the election of Paul C. O'Brien as a Class II director, unless the proxy card
indicates that authority to vote for his election is withheld.
Other Directors
G. Drew Conway is the founder of Renaissance and has served as Chief
Executive Officer and Chairman of the Board of Directors since July 1999. From
May 1986 to July 1999, Mr. Conway served as our President, Chief Executive
Officer and Chairman of the Board of Directors. From 1983 until 1986, Mr.
Conway was a founder and principal of The Experts, a technical staffing
company. Mr. Conway is 42 years old.
Robert P. Badavas became a director of Renaissance in May 1996. Mr. Badavas
has been President and Chief Executive Officer of Cerulean Technology, Inc., a
provider of mobile information systems applications, since December 1995. From
October 1986 through October 1995, Mr. Badavas was employed by Chipcom
Corporation, a manufacturer of computer networking intelligent switching
systems, where he served as Senior Vice President, Finance, from July 1994 to
October 1995, Vice President, Finance, from October 1986 to July 1994 and Chief
Financial Officer and Treasurer from October 1986 to October 1995. Mr. Badavas
is 47 years old.
Terry L. Hunter became a director of Renaissance in April 1998. Mr. Hunter
served as President of the Enterprise Solutions Group from November of 1998 to
January 2000 and as President, Chief Executive Officer and a Director of The
Hunter Group, Inc. from its formation in 1983 to January 2000. Prior to
founding The Hunter Group, Mr. Hunter consulted with various companies and
software vendors on the design and development of human resources systems. Mr.
Hunter is 53 years old.
Board of Directors and Committees
The Board of Directors held six meetings during the twelve months ended
December 25, 1999. Each director attended at least 75% of the Board meetings
held during this period. The Board of Directors currently has two standing
committees, the Audit Committee and the Compensation Committee. The Board of
Directors does not have a Nominating Committee or a committee performing
similar functions.
The Audit Committee and the Compensation Committee are composed of Messrs.
Badavas and O'Brien. The Audit Committee held one meeting during the twelve
months ended December 25, 1999. The Audit Committee has the responsibility of
recommending to the Board of Directors the independent auditors that we will
engage, reviewing with management and with the independent auditors
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our internal accounting procedures and controls and reviewing with the
independent auditors the scope and results of their audit. The Compensation
Committee held one meeting during the twelve months ended December 25, 1999.
The Compensation Committee has the responsibility of providing recommendations
to the Board regarding compensation matters and administering our stock option
and stock purchase plans.
Directors Compensation
In May of 1998, the stockholders approved the 1998 Directors Stock Plan that
provided for future annual retainers of $12,000 for each director, of which
one-half of such annual retainer will be paid in stock options having a fair
market value equal to one-half of the retainer amount. Each outside director
also will be entitled to elect to have all or any portion of the balance of the
annual retainer paid in an equivalent value of stock options. In addition, on
the date of the annual meeting, each outside director, who served during the
preceeding year, will be awarded an option to purchase 2,500 shares with an
exercise price equal to the fair market value on such date.
During 1999, outside directors, who were not officers or employees, each
were paid $6,000 in cash and an equivalent value in stock options. Each
director also was awarded an option to purchase 2,500 shares with an exercise
price equal to the fair market value on such date and was paid an additional
$24,000 for past years service on the Board. In addition, in accordance with
the 1996 Eligible Directors' Stock Plan, each director who was not an officer,
employee or consultant of Renaissance or one of our subsidiaries was granted,
upon first being elected to the Board of Directors, an option to purchase
40,000 shares of common stock at an exercise price equal to the fair market
value on the date of grant.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS ELECTION
OF THE NOMINEE DESCRIBED IN PROPOSAL NUMBER 1.
Proposal Number 2
AMENDMENT TO THE 1996 STOCK PLAN
On April 18, 2000, our Board of Directors approved, subject to stockholder
approval, an amendment (the "Amendment") to the 1996 Stock Plan (the "Stock
Plan"). The Amendment increases the overall limit on the number of options that
can be awarded to a single participant, consistent with section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code").
Description of the Amendment
In order for awards under the Stock Plan to qualify as performance-based for
purposes of Internal Revenue Code section 162(m), the Stock Plan must include a
limit on the number of options awarded to a single participant. The Stock Plan
currently contains a maximum limit of 200,000 shares of Common Stock per year.
The Board believes that to attract talented executive officers, it is necessary
to offer a competitive compensation package that includes options to purchase
stock of the Company. In addition, the Board believes that it is important that
a portion of the compensation of the top executive officers of the Company
reflect the performance of the Company through the ownership of options to
purchase Company Common Stock. The Board has therefore decided to increase the
maximum number of options that may be awarded to a single plan participant in
any year to 1,000,000.
Plan Administration
The Stock Plan is administered by the Company's Compensation Committee.
Under the Stock Plan, the Committee may grant stock options (both incentive
stock options and nonstatutory stock options) and authorizations to purchase
Common Stock ("purchase authorizations") and bonus awards of common Stock
("bonuses") to employees of the Company and its subsidiaries and to other
persons or entities who, in its opinion, are in a position to make a
significant contribution to the success of the Company. On December 25, 1999,
the Company had approximately 4,900 employees, all of whom were eligible for
awards under the Stock Plan.
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The Committee determines the exercise price of options, which for an
incentive stock option ("ISO") may not be less than 100% of the fair market
value of the Common Stock at the time of grant and for a nonstatutory option
may not be less than 85% of the fair market value of the Common Stock at the
time of grant. The Committee sets the term of each option, which generally
cannot exceed ten years from grant. The exercise price may be paid in cash or
check, or if the Committee approves, by tendering shares of Common Stock, by
using a recourse promissory note, or in a "cashless" exercise through a broker.
Purchase authorizations generally give the participant a right to acquire a
fixed number of shares of Common Stock at a fixed purchase price of not less
than 85% of the fair market value at the time of grant. They differ from
options in that the period of time during which they may be exercised is
generally short. Bonuses are awards made to participants in shares of Common
Stock in consideration of services previously rendered.
If the Common Stock changes as a result of a merger of similar
reorganization in which the Company is the surviving corporation, the number
and kind of shares then subject to options or purchase authorizations shall be
appropriately adjusted in such manner as the Committee may equitably determine
to prevent dilution or enlargement of the rights available or granted
hereunder. In the case of certain mergers, consolidations or other transactions
in which Renaissance is acquired or liquidated, or its assets are sold, all
outstanding awards will terminate unless a successor entity agrees to assume
the awards. Prior to such termination, however, the Committee may provide that
all outstanding awards will become exercisable, in whole or in part.
The Board may discontinue granting awards under the Stock Plan at any time.
The Board may also amend the Stock Plan for any purpose permitted by law, but
no amendment may adversely affect the rights of any participant under any award
previously granted.
Tax Effects
The following discussion of certain federal income tax consequences
associated with participation in the Stock Plan is based on the law currently
in effect. It does not purport to cover federal employment tax or other federal
tax consequences that may be associated with the Stock Plan nor does it cover,
state, local or non-U.S. taxes.
An optionee realizes no ordinary taxable income upon the grant or exercise
of an ISO. Following the exercise, if the optionee does not dispose of the
shares acquired within two years from the date of grant or within one year
after the exercise, then upon sale of such shares, any amount realized in
excess of the amount paid for the shares will be long-term capital gain and any
loss allowed for tax purposes will be long-term capital loss. No deduction will
be allowed to the Company. The exercise of an ISO will, however, increase the
optionee's alternative minimum taxable income and may result in alternative
minimum tax liability.
If the optionee disposes of shares acquired upon the exercise of an ISO
prior to the expiration of the two-year or one-year holding periods described
above (a "disqualifying disposition"), generally (a) the optionee will realize
ordinary income in the year of disposition in an amount equal to the excess (if
any) of the fair market value of the shares at exercise (or, if less, the
amount realized on a sale of such shares) over the amount paid for the shares,
and (b) the Company will be entitled to deduct this amount. Any further gain
recognized will be taxed as short-term or long-term capital gain and will not
result in any deduction by the Company. Special rules may apply where all or a
portion of the exercise price of the ISO is paid by tendering shares of
Renaissance Common Stock. A disqualifying disposition will eliminate the
alternative minimum taxable income adjustment associated with the exercise of
the ISO if it occurs in the same calendar year as the year in which the
adjustment occurred.
If an ISO is exercised at a time when it no longer qualifies for the tax
treatment described above, the option is treated as a nonstatutory option.
Generally, an ISO will not be eligible for the tax treatment described above if
it is exercised more than three months following termination of employment (one
year following termination of employment, in the case of termination by reason
of permanent and total disability), except in certain cases where the ISO is
exercised after the death of the optionee. Options otherwise qualifying as ISOs
will also be treated for federal income tax purposes as nonstatutory options to
the extent they (together with other ISOs held by the optionee) first become
exercisable in any calendar year for shares having a fair market value
determined at the time of the option grant, exceeding $100,000.
With respect to nonstatutory options under the Stock Plan, no income is
realized by the optionee at the time the option is granted. Generally, at
exercise, an optionee realizes ordinary income, subject (in the case of options
granted to an employee) to
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withholding, in an amount equal to the difference between the option price and
the fair market value of the shares on the date of exercise, and a
corresponding deduction will be available to the Company. Any gain or loss
recognized upon a later sale is treated as capital gain or loss, either short-
term or long-term depending on the applicable holding period for the sale.
Section 162(m) of the Code limits to $1 million the deduction a public
corporation may claim for remuneration paid to any of its five top officers,
subject to a number of exceptions and special rules. Eligible performance-based
compensation is exempt from this limit. The Company intends that compensation
associated with the exercise of options and purchase authorizations awarded
under the Stock Plan will qualify for this performance-based exemption.
The Code also limits the amount of compensation that may be paid without
penalty in connection with a change in control. In general, if the total of an
individual's change-in-control related compensation equals or exceeds three
times his or her average annual taxable compensation (determined, in general,
over the five calendar year period preceding the calendar year in which the
change in control occurs), change-in-control related payments in excess of that
annual average are nondeductible to the Company and subject to an additional
20% tax on the recipient. In making this determination, some portion or all of
the value of options and other awards granted or accelerated in connection with
a change in control may be required to be taken into account.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE FOR PROPOSAL NUMBER 2.
Proposal Number 3
AMENDMENT TO THE 1996 EMPLOYEE STOCK PURCHASE PLAN
On April 18, 2000, the Board of Directors approved, subject to stockholder
approval, amendments to the 1996 Employee Stock Purchase Plan (the "Purchase
Plan"). First, the Board voted to increase the number of shares available for
purchase by employees under the Purchase Plan during any option period. The
amendment provides that for each option period, the Board will determine the
amount of the employee's compensation that may be applied to purchase shares
under the Plan. For the option period commencing July 1, 2000, the Board has
determined that employees may apply up to 10% of base salary or $5,000,
whichever is less. Consistent with legal requirements, however, the Board has
voted to retain a maximum number of shares that may be purchased during any
option period equal to the $12,500 divided by the fair market value of the
shares on the first day of the option period. The current level of
participation in the Purchase Plan is approximately 14% of all eligible
employees. The Board believes that employees' performance, and therefore the
Company's performance, would be enhanced by employees' owning Common Stock in
the Company. The Board of Directors believes that eligible employees would be
encouraged to participate in the Purchase Plan and acquire additional shares of
Company Common Stock if the amount available for purchase under the Purchase
Plan were increased.
Second, the total number of shares that remained available under the Plan as
of December 31, 1999, was 360,406. The Board of Directors believes that this
amount is not enough to meet the employees' needs under the enhanced program,
and is seeking an increase in the number of shares available under the Plan to
3,000,000.
Plan Administration
The Purchase Plan is designed to enable eligible employees to purchase
shares of Common Stock at a discount through payroll deductions. All employees
other than employees owning 5% or more of the Common Stock are eligible to
participate in any option period commencing after the date the employee is
hired by the Company or its subsidiaries. As of December 31, 1999, there
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were approximately 577 employees enrolled in the Purchase Plan.
Purchases occur twice a year at the end of six-month option periods which
begin on January 1 and July 1. The purchase price for Common Stock under the
Purchase Plan is 85% of the lesser of the fair market value of the Common Stock
at the beginning of the option period and the fair market value of the Common
stock at the end of the option period. On April 7, 2000 the last reported sale
price for Common Stock as reported on the Nasdaq National Market was $4.31 per
share. The 1996 Purchase Plan will terminate on March 29, 2006.
If a participant's employment with the Company terminates during the option
period, the participant's option to purchase shares for that period will be
deemed canceled and the balance of the participant's payroll withholding
account will be refunded.
Federal Income Tax Consequences
The following discussion of certain federal income tax consequences
associated with participation in the Purchase Plan is based on the law as
currently in effect. It does not purport to cover federal employment tax or
other federal tax consequences that may be associated with the Purchase Plan,
nor does it cover state, local or non-U.S. taxes.
Under the Purchase Plan, a participant does not realize income either upon
the grant of an option at the beginning of an option period or upon the
exercise of the option at the end of that period. If shares of Common Stock
acquired upon exercise are disposed of within two years from the date of grant
of the option, the participant realizes ordinary income at the time of
disposition equal in general to the excess of the fair market value of the
shares on the measurement date over the exercise price. The Company is entitled
to a corresponding deduction. If shares acquired upon exercise are disposed of
after the two-year period described above, or if the participant dies at any
time while holding the shares, ordinary income is realized in an amount equal
to the lesser of (i) 15% of the fair market value of the shares at the time the
option was granted, or (ii) the excess of the fair market value of the shares
at the time of disposition (or death) over the exercise price. In addition, a
capital gain will be recognized on the excess, if any, of the amount recognized
on a sale over the employee's basis (the amount paid per share plus the
ordinary income recognized as a result of the sale). No deduction is available
to the Company for this amount.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT STOCKHOLDERS VOTE FOR PROPOSAL NUMBER 3.
Proposal Number 4
ADOPTION OF THE 2000 STOCK PLANS
OF SUBSIDIARY COMPANIES
On April 18, 2000, each Board of Directors of the following subsidiaries
(each, a "Subsidiary") approved, subject to approval of the stockholders of the
Company, the adoption of a 2000 Stock Plan in substantially the same form
(each, a "2000 Stock Plan"): GovConnect.com, Inc., The Registry.com, Inc.,
Renaissance II, Inc. and Renaissance III, Inc. Under the 2000 Stock Plan, the
Board of each Subsidiary may grant or award stock options or restricted stock
(collectively, the "Awards") to employees of the Subsidiary and other persons
or entities who, in its opinion, are in a position to make a significant
contribution to the success of the Subsidiary. Directors of the Company or the
Subsidiary who are not employees of either the Company or the Subsidiary are
not eligible to receive Awards under the 2000 Stock Plan. The Board of
Directors of the Company believes that it is important to permit each
Subsidiary to establish a separate stock plan because of the need to attract
and retain talented executives in an intensely competitive environment.
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Plan Administration
The 2000 Stock Plan will be administered by each Subsidiary's Compensation
Committee (each, a "Subsidiary Compensation Committee"). Subject to the
provisions of the 2000 Stock Plan, the Subsidiary Compensation Committee has
the authority to designate participants, determine the types of Awards to be
granted, the number of shares to be covered by each Award, the time at which
each Award is exercisable or may be settled, the method of payment and any
other terms and conditions of the Award. Each Award shall be evidenced by a
certificate or other document issued by the Company to the participant. With
respect to each Subsidiary, the aggregate number of shares of Subsidiary Common
Stock (as defined below) available for Awards under the Plan shall not exceed
25% of the authorized number of shares of the Subsidiary. In order for Awards
under the 2000 Stock Plan to qualify as performance-based for purposes of
Internal Revenue Code section 162(m), the 2000 Stock Plan must include a limit
on the number of options awarded to a single participant. For this purpose, the
2000 Stock Plan contains a maximum limit of 2,000,000 shares of Subsidiary
Common Stock per year. No Awards may be made under the 2000 Stock Plan after
May, 2010.
Although the Subsidiary Compensation Committee determines the price at which
options and other Awards may be exercised under the 2000 Stock Plan, the
exercise price of an incentive stock option ("ISO") or restricted stock Award
may not be less than 100% of the fair market value (as determined under the
terms of the 2000 Stock Plan) of a share of common stock of the Subsidiary (the
common stock of the Subsidiary is referred to as the "Subsidiary Common Stock")
on the date of grant. The term of each option granted under the 2000 Stock Plan
generally cannot exceed ten years from grant. Awards granting restricted stock
to participants generally give the participants a right to acquire a fixed
number of shares of Subsidiary Common Stock at a fixed price, which cannot be
less than the par value of the Subsidiary Common Stock. Each Award will be
nontransferable except upon death or pursuant to a qualified domestic relations
order.
The exercise price of an Award may be paid in cash or check, by using a
recourse promissory note, or in a "cashless" exercise through a broker.
If the Subsidiary Common Stock changes as a result of a merger of similar
reorganization in which the Subsidiary is the surviving corporation, the number
and kind of shares then subject to options or Awards shall be appropriately
adjusted in such manner as the Subsidiary Compensation Committee may equitably
determine to prevent dilution or enlargement of the rights available or granted
hereunder. In the case of certain mergers, consolidations or other transactions
in which the Subsidiary is acquired or liquidated, or its assets are sold, all
outstanding Awards will terminate unless a successor entity agrees to assume
the awards. Prior to such termination, however, the Subsidiary Compensation
Committee may provide that all outstanding Awards will become exercisable, in
whole or in part.
The Subsidiary Board may discontinue granting awards under the 2000 Stock
Plan at any time. The Subsidiary Board may also amend the 2000 Stock Plan for
any purpose permitted by law, but no amendment may adversely affect the rights
of any participant under any award previously granted.
Tax Effects
The federal tax effects of the options granted pursuant to any 2000 Stock
Plan are the same as incentive stock options or nonstatutory options granted to
employees under the 1996 Stock Plan, which are described at pages 5 and 6
above. In addition, the federal tax consequences of the 2000 Stock Plan under
section 162(m) of the Code and relative to compensation that may be paid
without penalty in connection with a change in control are the same as
described with respect to the 1996 Stock Plan as described on pages 5 and 6
above.
If an Award of restricted stock is subject to forfeiture provisions and
restrictions on transfer, neither the recipient nor the Company will realize
any federal tax consequences at the time such Award is granted under the 2000
Stock Plan unless he or she makes an election under Section 83(b) of the Code.
If the recipient makes a Section 83(b) election within 30 days of the date of
grant, or if he or she is granted an Award that is not subject to forfeiture
provisions and restrictions on transfer,
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then he or she will recognize ordinary income, for the year in which the Award
is received, in an amount equal to the difference between the fair market value
of the Subsidiary Common Stock at the time the Award is made and the purchase
price paid for the Subsidiary Common Stock. If such election is made and the
recipient subsequently forfeits some or all of the Subsidiary Common Stock, he
or she will not be entitled to any tax refund. If the Section 83(b) election is
not made with respect to an Award of restricted stock, he or she will recognize
ordinary income, at the time that the forfeiture provisions and restrictions on
transfer lapse, in an amount equal to the difference between the fair market
value of the Subsidiary Common Stock at that time and the original purchase
price per share. The Company will be entitled to deduct, as compensation
expense, the same amount as the recipient must include as ordinary income and
such deduction shall take place in the tax year of the Subsidiary which
includes the last day (generally December 31) of the recipient's tax year in
which the income is recorded for federal tax purposes. When the recipient sells
the stock, he or she will recognize capital gain at the time of sale on the
difference between the recipient's basis (the price paid plus any amount taxed
as ordinary income) and the sale price.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL NUMBER 4.
9
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information about the beneficial ownership of
Renaissance common stock as of April 1, 2000 by (i) each person who is known to
us to beneficially own more than 5% of the outstanding shares of common stock,
(ii) each of the Chief Executive Officer and the other named executive officers
(as defined in "Executive Compensation" below) and each director of the
Company, and (iii) all our executive officers and directors as a group. Except
as otherwise indicated, each of the stockholders named below has sole voting
and investment power over the shares of common stock listed as beneficially
owned.
<TABLE>
<CAPTION>
Shares Percentage of
Name of Directors, Named Executive Beneficially Outstanding
Officers and 5% Stockholders Owned(1) Shares
---------------------------------- ------------ -------------
<S> <C> <C>
G. Drew Conway(2)(3) 13,971,570 24.6%
Robert P. Badavas(4) 48,357 *
Paul C. O'Brien(4) 71,357 *
Terry L. Hunter 4,772,580 8.4%
Mark W. Biscoe(5) 124,400 *
Mark R. Bruneau(6) 100,000 *
Bradford S. Everett(7) 14,176 *
Massachusetts Financial Services Company(8) 3,914,585 6.9%
State of Wisconsin Investment Board(9) 3,752,300 6.6%
All directors and executive officers as a group
7 persons(10) 18,927,620 33.3%
</TABLE>
- --------
* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and includes voting or investment power with respect to the shares. Shares
of common stock subject to options currently exercisable or exercisable
within 60 days are deemed outstanding for determining the share ownership
and percentage of the person holding such options, but are not deemed
outstanding for determining the percentage of any other person.
(2) Mr. Conway's address is c/o Renaissance Worldwide, 52 Second Avenue,
Waltham, MA 02451.
(3) Includes 418,000 shares of common stock held by the Conway Family
Foundation, Inc. as to which Mr. Conway disclaims beneficial ownership.
(4) Includes 48,357 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable within 60 days.
(5) Includes 124,000 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable within 60 days.
(6) Includes 25,000 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable within 60 days.
(7) Includes 14,176 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable within 60 days.
(8) The information reported is based on a Schedule 13G, dated February 11,
2000, filed with the Commission by Massachusetts Financial Services
Company ("MFS"). MFS is a registered investment advisor, in which capacity
it has sole voting power with respect to 3,518,385 shares and sole
dispositive power with respect to 3,914,585 shares. MFS's address is 500
Boylston Street, Boston, MA 02116.
(9) The information reported is based on a Schedule 13G, dated February 10,
2000, filed with the Commission by the State of Wisconsin Investment Board
("SWIB"). SWIB is a public pension fund, in which capacity it has sole
voting power and sole dispositive power with respect to 3,752,300 shares.
SWIB's address is P.O. Box 7842, Madison, WI 53707.
(10) Includes 109,464 shares of common stock issuable upon the exercise of
options currently exercisable or exercisable within 60 days.
10
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information regarding all compensation
awarded to, earned by or paid to our Chairman and Chief Executive Officer and
each of our four most highly paid executive officers during 1999, who we refer
to as the named executive officers, during fiscal 1999, fiscal 1998, and the 12
months ended December 27, 1997:
Summary Compensation Table(1)
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual
Compensation(2) Securities
------------------ Underlying
Name and Principal position Year Salary($) Bonus($) Options
- --------------------------- --------------- --------- -------- ------------
<S> <C> <C> <C> <C>
G. Drew Conway 1999 481,000 -- --
Chairman and Chief Executive
Officer 1998 133,585 -- --
12-month period
ended 12/27/97 402,292 -- --
Mark W. Biscoe(3) 1999 332,039 251,881 350,000
President, IT Consulting
Services Group 1998 106,000 289,538 --
12-month period
ended 12/27/97 104,000 165,527 60,000
Mark R. Bruneau(4)(5) 1999 367,789 90,000 100,000
President, Business Strategy
Group 1998 388,523 -- --
12-month period
ended 12/27/97 149,167 698,692 --
Terry L. Hunter(6) 1999 330,000 -- --
President, Enterprise
Solutions Group 1998 330,000 198,000 --
12-month period
ended 12/27/97 288,750 37,806 --
Bradford S. Everett(7) 1999 321,458 -- --
President, Enterprise
Applications 1998 240,000 144,000 --
12-month period
ended 12/27/97 210,000 72,000 --
</TABLE>
- --------
(1) The periods in the table are for the fiscal year ended December 25, 1999,
the fiscal year ended December 26, 1998, and for the twelve-month period
ended December 27, 1997.
(2) Annual compensation amounts do not include the dollar value of perquisites
and other personal benefits which did not exceed the lesser of $50,000 or
10% of salary and bonus for any named executive officer.
(3) Mr. Biscoe's employment terminated in March, 2000.
(4) Mr. Bruneau's employment terminated in March, 2000.
(5) In 1997, Mark Bruneau received a performance bonus of $698,692 for services
performed on behalf of C.M. Management Systems, Ltd., Inc. during 1996.
C.M. Management Systems Ltd., Inc. was acquired by Renaissance Solutions,
Inc. in February of 1997. Mr. Bruneau commenced employment with the Company
on February 13, 1997 subsequent to the C.M. Management Systems Ltd. Inc.
acquisition.
(6) Mr. Hunter's employment terminated in January, 2000.
(7) Mr. Everett's employment terminated in January, 2000.
11
<PAGE>
Employment Agreements
In connection with our initial public offering in June 1996, the Company
entered into an employment agreement (the "Employment Agreement") with Mr.
Conway under which we employ Mr. Conway as our Chief Executive Officer. The
Employment Agreement has a term of four years and an annual base salary of
$400,000, $425,000, $475,000 and $525,000 in the first through fourth years of
the term. Mr. Conway is also eligible for a bonus based on performance criteria
pre-established by the Compensation Committee for each year. The Employment
Agreement provides that if we terminate Mr. Conway's employment without "cause"
(as defined) or if Mr. Conway terminates his employment for "good reason" (as
defined), we will pay Mr. Conway severance equal to two years of base
compensation plus a portion of the bonus paid or payable with respect to the
immediately preceding full employment year based on days of service in the year
of termination. In addition, if Mr. Conway's employment is terminated at the
end of the term of the Employment Agreement, he will be entitled to severance
equal to one year of base compensation. The agreement also contains non-
competition and non-solicitation covenants during the employment term and for a
two-year period thereafter.
The following table sets forth certain information concerning grants of
stock options made during 1999 to each of the named executive officers:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock
Price Appreciation
for
Individual Grants Option Terms(1)($)
-------------------------------------------------------------- -------------------
Number of % of Total Options Exercise
Securities Underlying Granted to Employees Price Expiration
Name Options Granted (#) in Fiscal Year ($/Sh) Date 5% 10%
---- --------------------- -------------------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
G. Drew Conway -- -- -- -- -- --
Mark W. Biscoe 200,000(2) 5.81 02/01/09 731,090 1,852,726
150,000(3) 3.88 10/01/09 365,545 926,363
------- --------- ---------
350,000 5.8% 1,096,635 2,779,089
Mark R. Bruneau 100,000(2) 1.7% 5.81 02/01/09 365,545 926,363
Terry L. Hunter -- -- -- -- -- --
Bradford S. Everett 50,000(2) 5.81 02/01/09 182,773 463,181
25,000(2) 6.19 04/01/09 97,282 246,532
------- --------- ---------
75,000 1.3% 280,055 709,713
</TABLE>
- --------
(1) The amounts shown on this table represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option
term. These gains are based on assumed rates of stock appreciation of 5%
and 10%, compounded annually from the date the respective options were
granted to their expiration date. The gains shown are net of the option
exercise price, but do not include deductions for taxes or other expenses
associated with the exercise. Actual gains, if any, on stock option
exercises will depend on the future performance of the Common Stock, the
option holders' continued employment through the option period, and the
date on which the options are exercised.
(2) These options are exercisable in four annual installments commencing one
year after the date of grant.
(3) These options are exercisable in full one year after the date of grant.
12
<PAGE>
The following table sets forth information about option exercises during
1999 and the number and value of options held by each of the named executive
officers on December 25, 1999.
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Shares Year-End(#) at Fiscal Year-End($)(1)
Acquired on Realized ------------------------- -------------------------
Exercise(#) Value($) Exercisable Unexercisable Exercisable Unexercisable
----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
G. Drew Conway -- -- -- -- -- --
Mark W. Biscoe -- -- 74,000 406,000 68,750 690,000
Mark R. Bruneau -- -- -- 100,000 -- 106,250
Terry L. Hunter -- -- -- -- -- --
Bradford S. Everett 23,310 94,052 14,176 107,514 -- 70,313
</TABLE>
- --------
(1) Based upon the market price of $6.88 per share, which was the closing price
per share of common stock on the Nasdaq National Market on December 23,
1999 less the option exercise price payable per share.
Report of the Compensation Committee of the Board of Directors
The following report of the Compensation Committee of the Board of Directors
describes the compensation policies applicable to our executive officers,
including the chief executive officer, with respect to compensation for 1999.
The information in this report is considered "soliciting material" or "filed"
with the SEC and it is not incorporated by reference into any of our future
filings with the SEC.
Compensation Philosophy
The Compensation Committee's philosophy in setting compensation policies for
executive officers is to maximize stockholder value over time. The Compensation
Committee establishes compensation policies that apply to the executive
officers, including the chief executive officer, and evaluates the performance
of these officers. The Compensation Committee strongly believes that executive
compensation should be directly linked to continuous improvements in corporate
performance, reduction in expenses, and increases in stockholder value. In this
regard, the Compensation Committee has adopted the following guidelines for
compensation decisions:
. Provide a competitive total compensation package that enables us to
attract and retain key executive talent.
. Align all pay programs with our annual and long-term business strategies
and objectives.
. Provide variable compensation opportunities that are directly linked to
our performance and that link executive reward to stockholder return.
The Compensation Committee focuses primarily on the following three
components in forming the total compensation package for its executive
officers:
. Base Salary
. Annual Incentive Bonus
. Long-Term Incentives
Base Salary
The Committee intends to compensate our executive officers, including the
chief executive officer, competitively within the industry. In order to
evaluate our competitive position in the industry, the Compensation Committee
reviews and analyzes the compensation packages, including base salary levels,
offered by other information technology, systems integration and management
consulting companies, and other companies with which we compete. In addition,
the Committee also subjectively evaluates the level of performance of each
executive officer, including Mr. Conway, in order to determine current and
future appropriate pay levels. Mr. Conway's base salary is established by his
employment
13
<PAGE>
agreement that was entered into before our initial public offering.
For our other executive officers, the Committee, in consultation with the
chief executive officer, has established base salary ranges that it believes
are competitive in the industry, linking a portion of these executives' total
compensation to an annual bonus.
Annual Incentive Bonus
During 1999, certain of the executive officers of the Company received
annual incentive bonuses that were determined by the Committee in consultation
with the Chief Executive Officer. These bonuses were determined upon criteria
applicable to the performance of the groups under the control of such
executives. Mr. Conway has declined to be awarded a bonus for fiscal years
1997, 1998 and 1999.
Long-Term Incentives
The principal form of long-term incentive compensation is the grant of stock
options. The Committee is responsible for determining the individuals to whom
grants should be made, the timing of grants, the exercise price per share and
the number of shares subject to each option. Other than stock options, the
Committee made no other long-term performance awards during the last fiscal
year. Stock option awards are granted based on individual and/or corporate
performance as determined subjectively by the Committee. The Committee
considers grants of options to executive officers during each fiscal year.
Stock options provide our executive officers with the opportunity to share
in the appreciation of the value of the stock. The Committee believes that
stock options directly motivate an executive to maximize long-term stockholder
value. The option vesting periods encourage key employees to continue their
employment with us.
All options to executive officers to date have been granted at the fair
market value of our common stock on the date of the grant. The Committee
considers the grant of each option subjectively, considering factors such as
the individual performance of executive officers and competitive compensation
packages in the industry. Certain executive officers received option grants in
1999 as disclosed previously in this proxy statement. No option grants were
made to Mr. Conway in 1999.
Summary
The Compensation Committee believes that its executive compensation
philosophy of paying its executive officers well by means of competitive base
salaries and annual bonus and long-term incentives, as described in this
report, serves the interests of the Company and our stockholders.
COMPENSATION COMMITTEE
Robert P. Badavas
Paul C. O'Brien
14
<PAGE>
Stock Performance Graph
The following graph compares the yearly percentage change in the cumulative
total stockholder return on the Company's common stock during the period from
its initial public offering (June 5, 1996) through December 25, 1999 with the
cumulative total return on the Nasdaq stock index and the peer group index (the
"Peer Group"). The comparison assumes $100 was invested on June 5, 1996 in
Renaissance Worldwide, Inc.'s common stock and in each of such indices and
assumes reinvestment of dividends, where applicable. The Peer Group used in the
previous year was composed of the following companies: Cambridge Technology
Partners (CATP), Ciber Inc. (CBR), Complete Business Solutions Inc. (CBSI),
Computer Horizens Corporation (CHRZ), Computer Task Group Inc. (TSK), Data
Processing Resources Corporation (DPRC), Metamor Worldwide Inc. (MMWW), and
Technology Solutions Co. (TSCC). In the current year, Renaissance amended its
Peer Group to reflect its changing service offerings and current competitive
marketplace. The Peer Group for comparison in the current year is the Media
General Information Technology Services Index:
[GRAPH APPEARS HERE]
FISCAL YEAR ENDING
---------------------------------------------------------
COMPANY/INDEX/MARKET 6/05/1996 12/27/1996 12/26/1997 12/24/1998 12/23/1999
Renaissance WW 100.00 279.41 255.88 70.24 80.94
Customer Selected
Stock Index 100.00 113.48 152.49 117.28 131.14
Information
Technlgy Svcs 100.00 91.17 98.45 124.14 151.80
NASDAQ Market
Index 100.00 102.89 125.86 177.52 313.09
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who beneficially own more than ten percent
of our outstanding common stock, to file
Compensation Committee Interlocks and Insider Participation
Messrs. Badavas and O'Brien, neither of who is or was an executive officer
or employee of Renaissance, served on the Compensation Committee during fiscal
year 1999.
15
<PAGE>
with the SEC initial reports of ownership and reports of changes in ownership.
Officers, directors and greater-than-ten-percent stockholders must furnish us
with copies of all Section 16(a) forms they file. In reviewing the various
reports filed with respect to beneficial ownership it was discovered that Paul
C. O'Brien filed two late reports. One late report reported the acquisition of
common stock and the other reported both an acquisition and a disposal of
common stock. It was also discovered that G. Drew Conway filed one late report
that reported an acquisition of common stock.
Certain Relationships and Related Transactions
On September 23, 1994, Mr. Hunter executed a promissory note in favor of The
Hunter Group, Inc. The principal amount of the note is $50,000 and the interest
rate on the note is 5%. On December 15, 1994, Mr. Hunter executed a promissory
note in favor of The Hunter Group, Inc. The principal amount of the note is
$200,000 and the interest rate on the note is 5%.
On September 19, 1995, we entered into four lease agreements, each with a
term ending on September 30, 2010, with the 189 Wells Avenue Realty Trust for a
total of approximately 18,800 square feet of office space located at 189 Wells
Avenue, Newton, Massachusetts at an annual rent of approximately $357,000.
During fiscal 1997 we expanded our rental space with the Trust to 28,000 square
feet at annual rent of approximately $500,000. Our executive offices were
located in this space until November, 1999. In March 2000, the building was
sold and the Company was released from the lease obligation. Mr. Conway is the
sole beneficiary of the Trust. Management believes that the terms of each lease
agreement are no less favorable to us than could be obtained in a transaction
with an unrelated third party.
During 1997, we entered into a contract with an entity controlled by Mr.
Conway to use an airplane for corporate travel purposes. We pay for the usage
on a per-flight-hour basis at a rate which management believes approximates
market prices. Total amounts paid to this entity were approximately $367,000
during 1997, approximately $291,000 during 1998, and approximately $264,000
during 1999.
In connection with the acquisition of C.M. Management Systems Ltd., Inc. in
February of 1997, the Company has made certain earnout payments to Mark Bruneau
based upon the results of operations of the entity over the earnout period,
which ended on December 25, 1999. Mr. Bruneau was a principal shareholder of
C.M. Management Systems Ltd., Inc.
We have adopted a policy that all material transactions between Renaissance
and our officers, directors and other affiliates must (i) be approved by a
majority of the Board of Directors, including a majority of the disinterested
directors, and (ii) be on terms no less favorable to us than could be obtained
from unaffiliated third parties.
AUDIT MATTERS
PricewaterhouseCoopers LLP has been selected to audit our financial
statements for the fiscal year ending December 30, 2000, and to report the
results of their examination.
A representative of PricewaterhouseCoopers LLP is expected to be present at
the meeting and will be afforded the opportunity to make a statement if he or
she desires to do so and to respond to appropriate questions from stockholders.
STOCKHOLDER PROPOSALS
Any stockholder wishing to include a proposal in our proxy statement for the
Annual Meeting of Stockholders in 2001 must submit it to us no later than
December 27, 2000. Any stockholder wishing to make a proposal must notify our
clerk of such intention at our principal executive offices no later than March
28, 2001 and no earlier than February 28, 2001.
16
<PAGE>
OTHER BUSINESS
The Board of Directors knows of no business that will come before the
meeting for action except as described in the accompanying notice of meeting.
However, as to any such business, the persons designated as proxies will have
discretionary authority to act in their best judgment.
FORM 10-K AND ANNUAL REPORT TO STOCKHOLDERS
A copy of our Annual Report to Stockholders accompanies this proxy
statement. We filed our Form 10-K for the fiscal year ended December 25, 1999
with the SEC on March 24, 2000.
17
<PAGE>
- ------------------------------------------------------------------------------
RW103B DETACH HERE
PROXY
RENAISSANCE WORLDWIDE, INC.
Proxy Solicited on Behalf of the Board of Directors of the Company for
Its Annual Meeting to be held May 25, 2000
The undersigned appoints G. Drew Conway and Joseph F. Pesce, and each of them,
as proxies, each with the power of substitution, and authorizes them to
represent and vote all shares of Common Stock of Renaissance Worldwide, Inc.
held by the undersigned at the Annual Meeting of Stockholders to be held at the
Company's world headquarters, 52 Second Avenue, Waltham, Massachusetts 02451 at
10:00 a.m. (Eastern Standard Time), on Thursday, May 25, 2000, and at any
adjournments thereof for the purposes set forth on the reverse side. The
undersigned instructs and authorizes such proxies or their substitutes to act on
the following matters as specified by the undersigned, and authorizes such
proxies to vote on such other matters that may properly come before the meeting
in the discretion of the proxy so acting. All previously dated proxies given by
the undersigned in respect to said meeting are hereby revoked.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
RW103A DETACH HERE
[X] Please mark votes as in this example.
1. Election of Class II Director.
Nominees:
FOR WITHHELD
Paul C. O'Brien [_] [_]
FOR AGAINST ABSTAIN
2. Proposal to amend the 1996 Stock Plan
as more fully described in the Proxy Statement. [_] [_] [_]
3. Proposal to ammend the 1996 Employee Stock
Purchase Plan as more fully described in the
Proxy Statement. [_] [_] [_]
4. Proposal to adopt 2000 Stock Plans for four
subsidiaries as more fully described in the
Proxy Statement. [_] [_] [_]
5 To transact any other business that may properly come before the meeting or
any adjournment(s) thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
Note: Please sign exactly as name appears on this card and date. Where shares
are held jointly, both holders should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If
corporation, please sign in full corporate name and indicate the signer's
office. If a partnership, sign in partnership name.
Signature: _____________________________________ Date: _______________________
Signature: _____________________________________ Date: _______________________
