<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
[X] Definitive Proxy Statement the Commission Only
[ ] Definitive Additional Materials (as permitted by
[ ] Soliciting Material Pursuant to Rule Rule 14a-6(e))
14a-11(c) or Rule 14a-12
....................Printrak International 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 (set forth the amount on which the
filing fee is calculated and state how it was determined).
......................................................................
4) Proposed maximum aggregate value of transaction:
......................................................................
5) Total fee paid:.......................................................
[ ] Fee paid previously with preliminary materials:............................
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
......................................................................
2) Form, Schedule or Registration Statement no.:
......................................................................
3) Filing Party:
......................................................................
4) Date Filed:
......................................................................
Notes: ......................................................................
......................................................................
<PAGE>
[LOGO]
1250 N. TUSTIN AVENUE
ANAHEIM, CALIFORNIA 92807
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 30, 2000
-------------------------
TO THE STOCKHOLDERS OF PRINTRAK INTERNATIONAL INC.:
The 2000 Annual Meeting of Stockholders of Printrak International Inc.
will be held at Embassy Suites, 3100 E. Frontera, Anaheim, California 92806 on
August 30, 2000, at 10:00 a.m., for the following purposes as more fully
described in the accompanying Proxy Statement:
(1) To elect a Board of Directors to hold office until the next
annual meeting of stockholders;
(2) To consider and vote upon a proposal to amend the Printrak
International Inc. Employee Stock Purchase Plan to increase
the number of shares issuable thereunder by 50,000 shares,
bringing the number of shares available for issuance
thereunder to a total of 400,000;
(3) To ratify the appointment of Deloitte & Touche LLP as
independent auditors of Printrak for the fiscal year ending
March 31, 2001; and
(4) To transact such other business as may properly come before
the meeting or any adjournment or postponement thereof.
Only stockholders of record at the close of business on July 3, 2000
will be entitled to vote at the meeting or any adjournment or postponement
thereof.
By Order of the Board of Directors
/s/ Thomas M. Costales
----------------------------------
Thomas M. Costales
SECRETARY
Anaheim, California
July 28, 2000
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING
YOU SHOULD COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. Any stockholder
present at the meeting may withdraw his or her proxy and vote personally on each
matter brought before the meeting. Stockholders attending the meeting whose
shares are held in the name of a broker or other nominee who desire to vote
their shares at the meeting should bring with them a proxy or letter from that
firm confirming their ownership of shares.
--------------------------------------------------------------------------------
<PAGE>
PRINTRAK INTERNATIONAL INC.
1250 N. TUSTIN AVENUE
ANAHEIM, CALIFORNIA 92807
---------------
PROXY STATEMENT
---------------
INTRODUCTION
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Printrak International
Inc., a Delaware corporation ("Printrak"), for use at its 2000 Annual Meeting of
Stockholders ("Annual Meeting") to be held on August 30, 2000, at 10:00 a.m., at
Embassy Suites, 3100 E. Frontera, Anaheim, California 92806. This Proxy
Statement and the accompanying proxy are being mailed to stockholders on or
about July 28, 2000. It is contemplated that this solicitation of proxies will
be made primarily by mail; however, if it should appear desirable to do so in
order to ensure adequate representation at the meeting, directors, officers and
employees of Printrak may communicate with stockholders, brokerage houses and
others by telephone, telegraph or in person to request that proxies be furnished
and may reimburse banks, brokerage houses, custodians, nominees and fiduciaries
for their reasonable expenses in forwarding proxy materials to the beneficial
owners of the shares held by them. All expenses incurred in connection with this
solicitation shall be borne by Printrak.
Holders of shares of common stock of Printrak ("stockholders") who
execute proxies retain the right to revoke them at any time before they are
voted. Any proxy given by a stockholder may be revoked or superseded by
executing a later dated proxy, by giving notice of revocation to the Secretary,
Printrak International Inc., 1250 N. Tustin Avenue, Anaheim, California 92807,
in writing prior to or at the meeting or by attending the meeting and voting in
person. A proxy, when executed and not so revoked, will be voted in accordance
with the instructions given in the proxy. If a choice is not specified in the
proxy, the proxy will be voted "FOR" the nominees for election of directors
named in this Proxy Statement, "FOR" the amendment increasing the number of
shares available under the Printrak International Inc. Employee Stock Purchase
Plan and "FOR" the ratification of Deloitte & Touche LLP as Printrak's
independent auditors.
VOTING SECURITIES
The shares of Common Stock, $.0001 par value, constitute the only
outstanding class of voting securities of Printrak. Only the stockholders of
Printrak of record as of the close of business on July 3, 2000 (the "Record
Date"), will be entitled to vote at the meeting or any adjournment or
postponement thereof. As of the Record Date, there were 11,944,171 shares of
Common Stock outstanding and entitled to vote. No shares of Printrak's preferred
stock, $.0001 par value, were outstanding. A majority of shares entitled to vote
represented in person or by proxy will constitute a quorum at the meeting. A
quorum is required for the approval of any of the proposals set forth herein.
Each stockholder is entitled to one vote for each share of Common Stock held as
of the Record Date. Abstentions and broker non-votes are each included in the
determination of the number of shares present and voting for the purpose of
determining whether a quorum is present. Abstentions will be treated as shares
present and entitled to vote for purposes of any matter requiring the
affirmative vote of a majority or other proportion of the shares present and
entitled to vote. With respect to shares relating to any proxy as to which a
broker non-vote is indicated on a proposal, those shares will not be considered
present and entitled to vote with respect to any such proposal. Abstentions or
broker non-votes or other failures to vote will have no effect in the election
of directors, who will be elected by a plurality of the affirmative votes cast.
With respect to any matter brought before the Annual Meeting requiring the
affirmative vote of a majority or other proportion of the outstanding shares, an
abstention or broker non-vote will have the same effect as a vote against the
matter being voted upon.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Printrak's Bylaws, as amended, authorize a range of not less than four
nor more than seven Directors. The exact number was previously set at seven and
currently there are four members of the Board of Directors. Directors are
elected at each annual stockholders' meeting to hold office until the next
annual meeting or until their successors are elected and have qualified. Unless
otherwise instructed, the proxy holders named in the enclosed proxy will vote
the proxies received by them for the four nominees named below. All of the
nominees presently are directors of Printrak. If any nominee becomes unavailable
for any reason before the election, the enclosed proxy will be voted for the
election of such substitute nominee or nominees, if any, as shall be designated
by the Board of Directors. The Board of Directors has no reason to believe that
any of the nominees will be unavailable to serve.
The names and certain information concerning the four nominees for
election as directors are set forth below. THE BOARD OF DIRECTORS RECOMMENDS
THAT YOU VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES NAMED BELOW.
DIRECTORS
All members of Printrak's Board of Directors hold office until the next
annual meeting of stockholders or until their successors are elected and
qualified. Officers serve at the discretion of the Board of Directors. The
director nominees of Printrak are as follows:
RICHARD M. GILES, 52, Chairman, Chief Executive Officer and President,
joined Printrak as Chief Financial Officer in May 1989, became President and
Chief Executive Officer and a Director in June 1990 and has served as Chairman
of the Board since April 1991. Prior to joining Printrak, from 1988 to 1989, Mr.
Giles served as Chief Financial Officer for subsidiaries of De La Rue, p.l.c.,
an international financial printing company.
CHARLES L. SMITH, 65, director, joined Printrak as Director of
Operations in August 1989, served as Vice President of Operations from January
1990 to March 1990, and served as Printrak's Chief Operating Officer from April
1990 until his retirement in August 1996. Mr. Smith became a Director of
Printrak in June 1990.
ALBERT C. WONG, 51, director, joined Printrak as a Director in November
1996. Since 1989, Mr. Wong has been an executive officer and director of AMKLY
Systems, a developer of PC and networking products. Since 1998, Mr. Wong has
been President, Chief Executive Officer and a director of Clarion Advanced
Technology Corporation, a wholly-owned subsidiary of Clarion Company Limited,
Japan that designs and develops advanced automotive multi-media equipment.
PETER T. HIGGINS, 56, director, joined Printrak as a Director in July
1998. From July 1995 to the present, Mr. Higgins has been the sole proprietor of
Higgins & Associates, International, a consulting firm involved in
identification technology and other aspects of criminal justice information
services as well as contract management services and general procurement support
for government agencies. Since 1998 Mr. Higgins has served as a director of
Communications Technology Exchange, a small private consulting firm located in
Washington, D.C. that deals with computer services, including network security
issues, primarily with the federal government.
BOARD MEETINGS AND ATTENDANCE
The Board of Directors of Printrak held four meetings during the fiscal
year ended March 31, 2000. Each incumbent Director attended at least 75% of the
meetings of the Board and the number of meetings held by all committees of the
Board on which he served. There are no family relationships among any of the
directors or executive officers of Printrak.
2
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has an Audit Committee and a Compensation
Committee. The Audit Committee is currently comprised of three directors
selected by the Board of Directors of Printrak. The members of the Audit
Committee presently are Charles L. Smith, Peter T. Higgins and Albert C. Wong.
The Audit Committee is authorized to handle all matters which it deems
appropriate regarding Printrak's independent accountants and to otherwise
communicate and act upon matters relating to the review and audit of Printrak's
books and records, including the scope of the annual audit and the accounting
methods and systems to be utilized by Printrak. In addition, the Audit Committee
makes recommendations to the Board of Directors with respect to the selection of
Printrak's independent accountants. The Audit Committee held four meetings
during the fiscal year ended March 31, 2000.
The Compensation Committee is currently comprised of three directors
selected by the Board of Directors of Printrak. The members of the Compensation
Committee presently are Charles L. Smith, Peter T. Higgins and Albert C. Wong.
The functions of the Compensation Committee include advising the Board of
Directors on officer and employee compensation. The Board of Directors, based on
input from the Compensation Committee, establishes the annual compensation rates
for Printrak's executive officers. The Compensation Committee held four meetings
during the fiscal year ended March 31, 2000.
Printrak does not have a nominating committee. Instead, the Board of
Directors, as a whole, identifies and screens candidates for membership on
Printrak's Board of Directors.
OTHER EXECUTIVE OFFICERS
The other current executive officers of Printrak are:
DANIEL CRAWFORD, 53, Executive Vice President, joined Printrak in
October 1999. From October 1999 to December 1999, Mr. Crawford served as Vice
President of North American Sales and from December 1999 to February 2000, Mr.
Crawford served as Vice President of Marketing. Prior to joining Printrak, from
1993 to 1999 Mr. Crawford was founder, chairman, chief executive officer and
president of Epic Solutions Inc., a San Diego based company serving the public
safety market.
DAVID L. MCNEFF, 52, Senior Vice President of Sales, joined Printrak in
1985 and served as Vice President, Worldwide Sales from November 1991 to May
1998, as a Director from November 1991 to August 1997, as Director of North
American Sales from 1990 to 1991, as Director, Systems Engineering, Proposals
and Contracts from 1989 to 1990, and as Manager of Programs and Contracts from
1985 to 1989.
JOHN MICHAEL LYONS, 46, Vice President of Operations, joined Printrak
in July of 1995 as Director of Operations. From September of 1996 through
September of 1997 he served as Director of Product Marketing. After the
acquisition of the CAD/RMS division, Mr. Lyons served as the General Manager of
the Boulder division until his most recent assignment. Prior to joining Printrak
he held the position of Vice President of Operations for five years with Micro
General Corporation, a manufacturer of shipping and postal systems.
PIET H. LESAGE, 41, Vice President International Business Development,
joined Printrak in September 1999. Prior to joining Printrak, from 1985 to 1999,
Mr. Lesage was employed by BARCO NV, a large worldwide electronics company that
develops, produces and markets imaging products, solutions and systems. Mr.
Lesage held a number of positions at BARCO, culminating in the position of
Executive Vice President, General Manager of BARCO Visual Systems Inc., a
systems company which provides a human-machine interface for large control
rooms.
THOMAS M. COSTALES, 53, Chief Financial Officer, Treasurer and
Secretary, joined Printrak in May 2000. Previously, from February 1995, he
served as Chief Financial Officer and Treasurer of IMPCO Technologies, Inc., a
designer and manufacturer of alternative-fuel engine systems and components. Mr.
Costales is a Certified Public Accountant.
BEHNAM BAVARIAN PH.D., 44, Vice President of Engineering, rejoined
Printrak in July 2000. From May 1997 to June 2000, Dr. Bavarian served as Vice
President of Engineering for Mikohn Corp., a Las Vegas-based developer of large
scale, wide-area computer systems and electronics for the gaming and
entertainment industries. From December 1992 to April 1997, Dr. Bavarian was
Director of Engineering for Printrak.
3
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation earned during the three
fiscal years ended March 31, 2000, 1999 and 1998 by Printrak's Chief Executive
Officer and the four other most highly compensated executive officers who were
serving as executive officers at March 31, 2000 and whose total salary and bonus
during such year exceeded $100,000 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION AWARDS
----------------------- -----------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SECURITIES UNDERLYING OPTIONS ALL OTHER COMP.(1)
----------------------------------- ---- ---------- --------- ----------------------------- ------------------
<S> <C> <C> <C> <C> <C>
Richard M. Giles 2000 393,781(2) 137,900(3) -- --
CEO and President 1999 389,423 50,000 -- --
1998 374,039 144,250(4) -- --
David L. McNeff 2000 219,342(5) 10,000 -- --
Senior Vice President of Sales 1999 182,642 38,144 6,500 --
1998 160,888 65,512(6) 75,000 --
John Michael. Lyons 2000 147,500 20,000 -- --
Vice President, Operations 1999 125,769 23,667 12,000 24,321(7)
1998 105,171 11,485 -- 9,583(8)
Daniel J. Driscoll(10) 2000 210,000 36,000 -- --
Former President of Digital 1999 207,692 26,667 12,000 --
Justice Division 1998 191,269 55,838(9) 127,000 --
John G. Hardy(11) 2000 223,939(12) 117,909 -- --
Former President of Products 1999 192,115 24,667 11,100 --
Division 1998 179,157 53,918(13) 20,000 --
</TABLE>
----------
(1) Does not reflect certain personal benefits, which in the aggregate are less
than the lower of $50,000 or 10% of each Named Executive Officer's annual
salary and bonus.
(2) Includes $2,704 in miscellaneous fringe benefits.
(3) Represents estimated bonus for fiscal 2000. As of June 30, 2000, no portion
of this bonus had yet been paid.
(4) Includes $91,750 performance bonus paid in fiscal year 1998 related to
performance during fiscal year 1997. The remaining bonus amount was based
on the executive officer's individual performance during fiscal year 1998.
(5) Includes $33,962 earned in commissions during fiscal year 2000.
(6) Includes $26,803 performance bonus paid in fiscal year 1998 related to
performance during fiscal year 1997. The remaining bonus amount was based
on the executive officer's individual performance during fiscal year 1998.
(7) Represents relocation expenses paid to employee during fiscal year 1999.
(8) Represents relocation expenses paid to employee during fiscal year 1998.
(9) Includes $26,775 performance bonus paid in fiscal year 1998 related to
performance during fiscal year 1997. The remaining bonus amount was based
on the executive officer's individual performance during fiscal year 1998.
(10) Mr. Driscoll resigned his position with Printrak in April 2000.
(11) Mr. Hardy resigned his position with Printrak in October 1999.
(12) Includes $21,148 in payments for unused accrued vacation. and $7,790 in
miscellaneous fringe benefits.
(13) Includes $26,793 performance bonus paid in fiscal year 1998 related to
performance during fiscal year 1997. The remaining bonus amount was based
on the executive officer's individual performance during fiscal year 1998.
4
<PAGE>
OPTION MATTERS
OPTION GRANTS. The following table sets forth certain information
concerning grants of options to each of Printrak's Named Executive Officers
during the fiscal year ended March 31, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS AT ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION FOR OPTION TERM(3)
NAME GRANTED FISCAL YEAR(1) ($/SHARE) DATE(2) 5% ($) 10% ($)
--------------------- ------------- ----------------- ---------------- ------------ -------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Giles -- -- -- -- -- --
David L. McNeff -- -- -- -- -- --
John Michael Lyons 50,000 17.42% $7.38 09/27/09 $232,062 $588,091
Daniel J. Driscoll -- -- -- -- -- --
John G. Hardy -- -- -- -- -- --
</TABLE>
------------------------
(1) Options to purchase an aggregate of 287,000 shares of Common Stock were
granted to employees, including the Named Executive Officers, during the
year ended March 31, 2000.
(2) Options granted have a term of 10 years, subject to earlier termination in
certain events related to termination of employment. These options vest in
equal quarterly installments over five years.
(3) Based on fair market value, in accordance with the rules and regulations of
the Securities and Exchange Commission, such gains are based on assumed
rates of annual compound stock appreciation of 5% and 10% from the date on
which the options were granted over the full term of the options. The rates
do not represent Printrak's estimate or projection of future Common Stock
prices, and no assurance can be given that the rates of annual compound
stock appreciation assumed will be achieved.
OPTION EXERCISES AND HOLDINGS. The following table sets forth
information concerning the exercise of options and the fiscal year end options
values for all unexercised options held by Printrak's Named Executive Officers
for the fiscal year ended March 31, 2000. The values for "in the money" options
represent the positive spread between the exercise prices of any such existing
stock options and the fiscal year end price of Printrak's Common Stock ($13.00
per share).
5
<PAGE>
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
SHARES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED AGGREGATE OPTIONS IN-THE-MONEY OPTIONS
ON VALUE AT FISCAL YEAR END AT FISCAL YEAR END ($)
NAME EXERCISE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------------------------- ---------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Giles -- -- -- -- -- --
David L. McNeff -- -- 94,666 50,834 621,213 333,580
John Michael Lyons -- -- 36,705 64,550 245,857 432,368
Daniel J. Driscoll -- -- 121,578 81,422 768,121 514,418
John G. Hardy(1) 174,582 1,272,389 117,560 8,958 1,201,840 91,579
</TABLE>
----------
(1) Mr. Hardy's option exercises took place subsequent to the resignation
of his position as President of the Products Division of Printrak.
EMPLOYMENT AND SEVERANCE AGREEMENTS
Printrak entered into an employment agreement with Richard M. Giles,
effective July 2, 1996, for a term expiring July 1, 2002, pursuant to which he
will serve as Chief Executive Officer and President of Printrak. The Employment
Agreement provides for a base salary of $350,000 per year, with annual raises to
be determined by the Compensation Committee. On April 1, 1997, Mr. Giles' base
salary was increased to $375,000. Mr. Giles may earn a performance bonus based
upon the attainment of certain operating goals of Printrak. For fiscal year
2000, Mr. Giles' target performance bonus was $137,900. Such performance bonus
may be increased or decreased depending on Printrak's financial performance in
relation to its operating income budget. Mr. Giles is also eligible to
participate in incentive compensation and other employee benefit plans
established by Printrak from time to time. Mr. Giles' employment agreement
provides for a severance benefit equal to eighteen months' base salary in the
event of termination of his employment by Printrak under certain circumstances.
DIRECTORS' FEES
During fiscal year 2000, Printrak's outside directors received cash
compensation for their services on Printrak's Board of Directors. Accordingly,
Mr. Smith, Mr. Wong and Mr. Higgins received $16,000, $17,250 and $11,500,
respectively, during fiscal year 2000. All directors may be reimbursed for
certain expenses incurred for meetings of the Board of Directors which they
attended. Mr. Smith received additional compensation of $17,740 for
reimbursement of medical insurance costs and Mr. Higgins received additional
compensation of $10,830 for consulting services.
Pursuant to Printrak's 1996 Stock Incentive Plan, each outside director
shall receive an initial grant of 10,000 shares, vesting 25% immediately and the
remaining 75% over the following three years, plus an annual grant of 2,000
shares on each anniversary of such director's election, vesting 25% immediately
and the remaining 75% over the following three years. Accordingly, in fiscal
year 2000, Mr. Wong was granted options to purchase 2,000 shares and Mr. Higgins
was granted options to purchase 10,000 shares.
6
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires Printrak's directors and executive officers, and
persons who own more than ten percent of a registered class of Printrak's equity
securities, to file reports of ownership of, and transactions in, Printrak's
securities with the Securities and Exchange Commission. Such directors,
executive officers and 10% stockholders are also required to furnish Printrak
with copies of all Section 16(a) forms they file.
Based solely upon its review of the copies of Forms 3, 4 and 5 and
amendments thereto furnished to Printrak, or written representations that no
annual Form 5 reports were required, Printrak believes that all filing
requirements under Section 16(a) of the Exchange Act applicable to its
directors, officers and any persons holding ten percent or more of Printrak's
Common Stock were made with respect to Printrak's fiscal year ended March 31,
2000.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
Set forth below is certain information as of May 31, 2000 regarding the
beneficial ownership of Printrak's Common Stock by (i) any person who was known
by Printrak to own more than five percent (5%) of the voting securities of
Printrak, (ii) all directors and nominees, (iii) each of the Named Executive
Officers identified in the Summary Compensation Table, and (iv) all current
directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNERS(1) OWNERSHIP(2) CLASS
----------------------------------------- ----------------------- ----------
<S> <C> <C>
Richard M. Giles(3) .................... 5,958,200 50.5%
Charles L. Smith(4) .................... 340,500 2.9%
John G. Hardy(5) ....................... 204,227 *
Daniel Driscoll(6) ..................... 132,052 *
David L. McNeff(7) ..................... 102,477 *
John Michael Lyons(8) .................. 43,456 *
Albert C. Wong(9) ...................... 14,330 *
Peter T. Higgins(10) ................... 5,500 *
All current executive officers and directors as a
group (8 persons)(11) ............ 6,800,742 55.8%
</TABLE>
---------------------------------------------
* less than 1%
(1) Unless otherwise indicated, the business address of such
stockholder is c/o Printrak International Inc., 1250 North Tustin
Avenue, Anaheim, CA 92807.
(2) Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of
Common Stock subject to options, warrants and convertible notes
currently exercisable or convertible, or exercisable or
convertible within 60 days of May 31, 2000, are deemed outstanding
for computing the percentage of the person holding such options
but are not deemed outstanding for computing the percentage of any
other person. Except as indicated by footnote, and subject to
community property laws where applicable, the persons named in the
table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them.
(3) Includes 81,000 shares owned by the Alexander Giles Education
Trust, Richard Giles Trustee and his son as beneficiary; and
73,000 shares owned by The Giles Family Foundation, a California
non-profit public benefit
7
<PAGE>
corporation, of which Richard Giles shares voting power with his
spouse. Mr. Giles disclaims beneficial ownership of the
above-mentioned shares. The remaining 5,804,200 shares are held by
The Giles Living Trust.
(4) Such shares are held by Charles L. Smith and Janet Smith, as
Trustees of the Smith Family Trust, of which Mr. Smith has shared
voting power.
(5) Includes 100,000 shares held by John G. Hardy and Irene P. Hardy,
as co-trustees of the John G. Hardy and Irene P. Hardy Family
Trust, July 24, 1996, of which Mr. Hardy has shared voting power.
Includes 104,227 shares issuable upon the exercise of an option
exercisable within 60 days of May 31, 2000 by Mr. Hardy.
(6) Includes 132,052 shares issuable upon the exercise of options
exercisable within 60 days of May 31, 2000.
(7) Includes 102,007 shares issuable upon the exercise of options
exercisable within 60 days of May 31, 2000.
(8) Includes 42,505 shares issuable upon the exercise of options
exercisable within 60 days of May 31, 2000.
(9) Includes 1,330 shares held by the Albert Wong and Lia Wong Family
Trust. Includes 13,000 shares issuable upon the exercise of
options exercisable within 60 days of May 31, 2000.
(10) Includes 5,500 shares issuable upon the exercise of options
exercisable within 60 days of May 31, 2000.
(11) Includes an aggregate of 399,291 shares subject to options
exercisable within 60 days of May 31, 2000.
REPORT OF THE COMPENSATION COMMITTEE
The following report is submitted by the Compensation Committee of the
Board of Directors with respect to the executive compensation policies
established by the Compensation Committee and recommended to the Board of
Directors and compensation paid or awarded to executive officers for the fiscal
year ended March 31, 2000.
The Compensation Committee determines the annual salary, bonus and other
benefits, including incentive compensation awards, of Printrak's executive
officers and recommends new employee benefit plans and changes to existing plans
to Printrak's Board of Directors. The salary and performance bonus of Richard M.
Giles, Printrak's President and Chief Executive Officer, is determined in
accordance with Mr. Giles' Employment Agreement with Printrak (see "Employment
and Severance Agreements," above). The Compensation Committee met three times
during fiscal year 2000.
COMPENSATION POLICIES AND OBJECTIVES
Printrak's executive compensation policy is designed to attract and
retain exceptional executives by offering compensation for superior performance
that is highly competitive with other well-managed organizations. The
Compensation Committee measures executive performance on an individual and
corporate basis.
There are three components to Printrak's executive compensation program,
and each is consistent with the stated philosophy as follows:
- BASE SALARY. Base salaries for executives and other key employees
are determined by individual financial and non-financial
performance, position in salary range and general economic
conditions of Printrak. For purposes of administering base pay,
all executive positions are evaluated and placed in appropriate
salary grades. Salary range midpoint levels are reviewed on an
annual basis to ensure competitiveness with a peer group of
comparable computer software and systems companies. In
recommending salaries for executive officers, the Compensation
Committee (i) reviews the historical performance of the
executives, and (ii) formally reviews specific information
provided by its accountants and other consultants, as necessary,
with respect to the competitiveness of salaries paid to Printrak's
executives.
- ANNUAL BONUS. Annual bonuses for executives and other key
employees are tied directly to Printrak's financial performance as
well as individual performance. The purpose of annual cash bonuses
are to reward executives for achievements of corporate, financial
and operational goals. Annual cash bonuses are intended to reward
the achievement of outstanding performance. When certain objective
and subjective performance goals are not met, annual bonuses would
be reduced or not paid. The bonuses paid in fiscal year 2000 were
solely based upon each individual's performance during the year.
8
<PAGE>
- LONG-TERM INCENTIVES. The purpose of these plans is to create an
opportunity for executives and other key employees to share in the
enhancement of stockholder value through stock options. The
overall goal of this component of pay is to create a strong link
between the management of Printrak and its stockholders through
management stock ownership and the achievement of specific
corporate financial measures that result in the appreciation of
Company share price. Stock options are awarded if Printrak and
individual goals are achieved or exceeded. The Compensation
Committee generally has followed the practice of granting options
quarterly on terms which provide that the options become
exercisable in cumulative monthly installments over a three to
five year period. The Compensation Committee believes that this
feature not only provides an employee retention factor but also
makes longer term growth in share prices important for those
receiving options.
FISCAL YEAR 2000 COMPENSATION
Printrak is required to disclose its policy regarding qualifying
executive compensation deductibility under Section 162(m) of the Internal
Revenue Code of 1986, as amended, which provides that, for purposes of the
regular income tax and the alternative minimum tax, the otherwise allowable
deduction for compensation paid or accrued with respect to a covered employee of
a public corporation is limited to no more than $1 million per year. It is not
expected that the compensation to be paid to Printrak's executive officers for
fiscal year 2000 will exceed the $1 million limit per officer. Printrak's
Executive Stock Option Plan, 1994 Stock Option Plan and 1996 Stock Incentive
Plan are structured so that any compensation deemed paid to an executive officer
when he exercises an outstanding option under the 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 that will not be subject to the $1
million limitation.
The Compensation Committee of the
Board of Directors
Charles L. Smith
Peter T. Higgins
Albert C. Wong
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN PRINTRAK'S PREVIOUS
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS
PROXY STATEMENT, IN WHOLE OR IN PART, THE FOREGOING REPORT AND THE PERFORMANCE
GRAPH ON PAGE 14 SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the year ended March 31, 2000, Printrak's Board of Directors,
based upon the recommendations of the Compensation Committee, established the
levels of compensation for Printrak's executive officers, provided, however,
Printrak's Chief Executive Officer and President, Richard M. Giles, has an
employment agreement with Printrak and his compensation is determined in
accordance with the terms and conditions of such agreement. The Compensation
Committee consists of the following three non-employee directors: Charles L.
Smith, Peter T. Higgins and Albert C. Wong.
9
<PAGE>
CERTAIN TRANSACTIONS
From time to time, Printrak has made loans to Mr. Giles, which have
been evidenced by promissory notes. On April 14, 1999, Printrak loaned the
principal amount of $600,000 to the Giles Living Trust, UDT, evidenced by a
promissory note dated April 14, 1999. Such note is collateralized by the pledge
of 200,000 shares of Printrak's common stock owned by the Giles Trust, bears
interest at an annual rate of 5.5% or the maximum rate permitted by law, and the
principal and remaining accrued interest become due and payable on April 14,
2001.
On October 15, 1999, Printrak loaned the principal amount of $100,000
to the Giles Living Trust, UDT, evidenced by a promissory note dated October 15,
1999. Such note is unsecured, bears interest at an annual rate of 5.54% or the
maximum rate permitted by law, and the principal and remaining accrued interest
become due and payable on April 15, 2001.
On November 13, 1998, Printrak and Higgins & Associates, International
entered into a contract for consulting purposes pursuant to which Mr. Higgins
provides advice regarding Printrak's project to develop an automated fingerprint
identification system for the government of Argentina, as part of that country's
national identification system ("Argentina Civil ID System"). Higgins &
Associates' services under the contract are billed at an hourly rate with a
limit on aggregate compensation of $30,000. On February 11, 1999, Printrak and
Higgins & Associates, International entered into a related contract whereby
Higgins and Associates developed and conducted a series of systems tests to
verify that the Argentina Civil ID System meets desired specifications. The
contract was completed and a detailed report was filed with Printrak on April
23, 1999. Higgins & Associates received aggregate consideration of $35,250 for
performance of this contract.
In February 1996, Printrak loaned to John G. Hardy, President of
Products Division, the sum of $310,000 to enable Mr. Hardy to exercise 120,000
options to purchase shares of Printrak's Common Stock which were held by Mr.
Hardy and to pay certain tax obligations resulting from the exercise of such
options. Such loan was evidenced by a promissory note dated December 1996 and
bears interest at the rate of 5.5% per annum, and principal and accrued interest
on such loan were originally due on March 1, 1998. However, on March 1, 1998,
Printrak entered into a written agreement to extend the repayment date to March
1, 2000. On March 2, 2000 Mr. Hardy repaid an aggregate of $376,075 in principal
and unpaid interest, constituting complete repayment of the loan.
Any future transactions between Printrak and its officers, directors or
affiliates will either be on terms no less favorable to Printrak than could be
obtained from third parties, will be subject to approval by a majority of
Printrak's outside directors or will be consistent with policies approved by a
majority of such outside directors.
10
<PAGE>
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative stockholder
return on Printrak's Common Stock with the cumulative total return of the
Russell 2000 Index and the SIC Code Index (Number 7373 - Computer Integrated
Systems Design) for the period that commenced July 2, 1996, the date on which
Printrak's Common Stock was first registered under the Exchange Act, and ended
on March 31, 2000. The Performance Graph is not necessarily an indicator of
future price performance. The graph assumes the reinvestment of all dividends.
This information has been provided to Printrak by Media General Financial
Services.
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
-------------------------------------------------------------
COMPANY/INDEX/MARKET 7/02/1996 3/31/1997 3/31/1998 3/31/1999 3/31/2000
<S> <C> <C> <C> <C> <C>
Printrak Intl 100.00 143.75 103.13 90.63 162.50
Computer Integrated Sys Design 100.00 76.80 132.30 359.72 560.13
Russell 2000 Index 100.00 100.10 142.13 118.30 160.31
</TABLE>
Note: Base price date is 7/02/1996
SOURCE: MEDIA GENERAL FINANCIAL SERVICES
P. O. Box 65333
RICHMOND, VA 23293
PHONE: 1-(800) 446-7922
FAX: 1-(800) 649-6826
11
<PAGE>
PROPOSAL TWO
APPROVAL OF AMENDMENT TO THE EMPLOYEE STOCK PURCHASE PLAN
The Board of Directors adopted and the stockholders of Printrak
originally approved the Employee Stock Purchase Plan (the "Purchase Plan") in
April 1996. The purposes of the Purchase Plan are to provide to employees an
incentive to join and remain in the service of Printrak and its subsidiaries, to
promote employee morale and to encourage employee ownership of Printrak's Common
Stock by permitting them to purchase shares at a discount through payroll
deductions. The Purchase Plan is intended to qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code.
At the time of its adoption, the Purchase Plan authorized the sale of up
to 100,000 shares of Common Stock. Effective as of January 1, 1997, the Board of
Directors and the stockholders amended the Purchase Plan to increase the
authorized number of shares of Common Stock issuable thereunder by 250,000
shares and to reserve the additional shares for issuance under the Purchase
Plan, bringing the total number of shares of Common Stock subject to the
Purchase Plan to 350,000. As of May 31, 2000, a total of 285,371 shares had been
sold, leaving only 64,629 shares available for sale under the Purchase Plan.
Subject to approval by Printrak's stockholders, the Board of Directors amended
the Purchase Plan on May 18, 2000 to increase the authorized number of shares of
Common Stock issuable thereunder by 50,000 shares and to reserve the additional
shares for issuance under the Purchase Plan, bringing the total number of shares
of Common Stock subject to the Purchase Plan to 400,000.
Approval of the amendments to the Purchase Plan will require the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present or represented at the annual meeting of stockholders and
entitled to vote thereat. Proxies solicited by management for which no specific
direction is included will be voted FOR the amendment of the Purchase Plan to
add 50,000 shares of Common Stock to the pool of shares reserved for issuance
thereunder. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT TO THE
EMPLOYEE STOCK PURCHASE PLAN.
The principal features of the Purchase Plan are summarized below, but the
summary is qualified in its entirety by reference to the Purchase Plan itself.
Copies of the Purchase Plan can be obtained by writing to the Secretary,
Printrak International Inc., 1250 North Tustin Avenue, Anaheim, California
92807.
PURCHASE PLAN TERMS
Every employee of Printrak who customarily works more than 30 hours per
week will be eligible to participate in offerings made under the Purchase Plan
if on the offering date such employee has been employed by Printrak for at least
one year. Employees of any present or future subsidiary of Printrak may also
participate in the Purchase Plan. An employee may not participate in an offering
under the Purchase Plan if immediately after the purchase the employee would own
shares or options to purchase shares of stock possessing 5% or more of the total
combined voting power or value of all classes of stock of Printrak. As of May
31, 2000, approximately 174 persons were eligible to participate in the Purchase
Plan. Printrak believes that the benefits or amounts that have been received or
will be received by any participant under the Purchase Plan cannot be
determined.
The Purchase Plan may be administered by either the Board of Directors or
a committee appointed by the Board (the "Committee"). The Board has delegated
administration of the Purchase Plan to the Compensation Committee, which is
comprised of three non-employee directors, who are not eligible to participate
in the Purchase Plan. Subject to the provisions of the Purchase Plan, the
Committee has full authority to implement, administer and make all
determinations necessary under the Purchase Plan.
The two annual offerings under the Purchase Plan will commence on
February 1 and August 1 (the "Grant Date") and shall continue until the end of
the six-month period (the "Offering Period") ending on the last day of such
period.
Eligible employees who elect to participate in an offering will purchase
shares of Common Stock through regular payroll deductions in an amount
designated by the employee not to exceed 15% of such employee's
12
<PAGE>
compensation. For this purpose, "compensation" means the amount indicated on the
Form W-2 issued to the employee by Printrak, including any election deferrals
with respect to a plan of Printrak qualified under either Section 125 or Section
401(a) of the Internal Revenue Code of 1986, as amended. Shares of Common Stock
will be purchased automatically on the last day of the Offering Period (the
"Purchase Date") at a price equal to 85% of the fair market value of the shares
on the Grant Date or 85% of the fair market value of the shares as of the
Purchase Date, whichever is lower. A participant may withdraw from an offering
at any time prior to the Purchase Date and receive a refund of his payroll
deductions, without interest. A participant's rights in the Purchase Plan are
nontransferable other than on the death of the participant. The Purchase Plan is
administered in a manner designed to ensure that any affiliate participant's
commencement or discontinuation of participation in the Purchase Plan or
increase or decrease of payroll deductions will be effected in compliance with
the exemptions from liability under Section 16(b) of the Securities Exchange Act
of 1934 as set forth in Rule 16b-3 promulgated thereunder.
For each calendar year, no employee may purchase stock in an amount under
the Purchase Plan (and any similar purchase plans of Printrak and any parent and
subsidiaries of Printrak) which exceeds (i) $10,000 in fair market value,
determined as of the Grant Date, or (ii) more than 2,000 shares.
The Board of Directors may at any time amend, suspend or terminate the
Purchase Plan; provided that any amendment that would (i) increase the aggregate
number of shares authorized for sale under the Purchase Plan (except pursuant to
adjustments provided for in the Purchase Plan), (ii) change the standards of
eligibility for participation, or (iii) materially increase the benefits which
accrue to participants under the Purchase Plan, shall not be effective unless
approved by the stockholders within 12 months of the adoption of such amendment
by the Board. Unless previously terminated by the Board, the Purchase Plan will
terminate on December 31, 2006 or when all shares authorized for sale thereunder
have been sold, whichever is earlier.
SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES OF PURCHASE PLAN
The Purchase Plan and the right of participants to make purchases
thereunder are intended to qualify under the provisions of Sections 421 and 423
of the Internal Revenue Code. Under these provisions, no income will be taxable
to a participant at the time of grant or purchase of shares. However, a
participant may become liable for tax upon disposition of shares acquired under
the Purchase Plan, and the tax consequences will depend upon how long a
participant has held the shares before disposition.
If the shares are disposed of at least two years after the date they are
granted (the "Grant Date") and at least one year after the date they are
purchased (the "Purchase Date"), or in the event of a participant's death
(whenever occurring) while owning such shares, then the lesser of (i) the excess
of the fair market value of the shares at the time of such disposition over the
price at which the shares were purchased (the "Purchase Price") or (ii) fifteen
percent of the fair market value of the shares on the Grant Date, will be
treated as ordinary income to the participant. Any further gain upon such
disposition will be taxed as long-term capital gain. Any capital gain will be
taxed at the rate then in effect. If the shares are sold and the sale price is
less than the Purchase Price, there is no ordinary income and the participant
will have a capital loss equal to the difference between the sale price and the
Purchase Price. The ability of a participant to utilize such a capital loss will
depend upon the participant's other tax attributes and the statutory limitation
on capital loss deductions not discussed herein.
If the shares are sold or disposed of (including any disposition by way
of gift) before the expiration of the two-year holding period described above or
within one year after the shares are transferred to the participant, then the
excess of the fair market value of the shares on the Purchase Date over the
Purchase Price will be treated as ordinary income to the participant. This
excess will constitute ordinary income for the year of sale or other disposition
even if no gain is realized on the sale or a gratuitous transfer of shares is
made. The balance of the gain will be taxed as capital gain at the rates then in
effect. If the shares are sold for less than their fair market value on the
Purchase Date, the same amount of ordinary income will be attributed to the
participant and a capital loss is recognized equal to the difference between the
sale price and the value of the shares on such Purchase Date. As indicated
above, the ability of the participant to utilize such a capital loss will depend
upon the participant's other tax attributes and the statutory limitation on
capital losses not discussed herein.
13
<PAGE>
The ordinary income reported under the rules described above, added to
the actual Purchase Price of the shares, determines the tax basis of the shares
for the purpose of determining gain or loss on the sale or exchange of the
shares.
Printrak is entitled to a deduction for amounts taxed as ordinary income
to a participant only to the extent that ordinary income must be reported upon
disposition of shares by the participant before the expiration of the holding
periods described above.
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche LLP, independent
auditors, to audit the financial statements of Printrak for the fiscal year
ending March 31, 2001, AND RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION
OF SUCH APPOINTMENT. In the event of a negative vote on such ratification, the
Board of Directors will reconsider its selection.
Deloitte & Touche LLP has audited Printrak's financial statements
annually since its fiscal year ended March 31, 1995. Its representatives are
expected to be present at the meeting with the opportunity to make a statement
if they desire to do so and are expected to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS
Any stockholder desiring to submit a proposal for action at Printrak's
2001 Annual Meeting of Stockholders and presentation in Printrak's Proxy
Statement with respect to such meeting should arrange for such proposal to be
delivered to Printrak at its principal place of business no later than March 25,
2001 in order to be considered for inclusion in Printrak's proxy statement
relating to that meeting. Matters pertaining to such proposals, including the
number and length thereof, eligibility of persons entitled to have such
proposals included and other aspects are regulated by the Securities Exchange
Act of 1934, Rules and Regulations of the Securities and Exchange Commission and
other laws and regulations to which interested persons should refer.
On May 21, 1998 the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934, as amended. The amendment to Rule 14a-4(c)(1) governs Printrak's use of
its discretionary proxy voting authority with respect to a stockholder proposal
which is not addressed in Printrak's proxy statement. The new amendment provides
that if a proponent of a proposal fails to notify Printrak at least 45 days
prior to the current year's anniversary of the date of mailing of the prior
year's proxy statement, then Printrak will be allowed to use its discretionary
voting authority when the proposal is raised at the meeting, without any
discussion of the matter in the proxy statement.
With respect to Printrak's 2000 Annual Meeting of Stockholders, if
Printrak was not provided notice of a stockholder proposal, which the
stockholder has not previously sought to include in Printrak's proxy statement,
by March 25, 2000, Printrak will be allowed to use its voting authority as
outlined.
14
<PAGE>
OTHER MATTERS
Management is not aware of any other matters to come before the
meeting. If any other matter not mentioned in this Proxy Statement is brought
before the meeting, the proxy holders named in the enclosed Proxy will have
discretionary authority to vote all proxies with respect thereto in accordance
with their judgment.
By Order of the Board of Directors
/s/ Thomas M. Costales
----------------------------------
Thomas M. Costales
SECRETARY
July 28, 2000
The Annual Report to Stockholders of Printrak International Inc. for
the fiscal year ended March 31, 2000 is being mailed concurrently with this
Proxy Statement to all stockholders of record as of July 3, 2000. The Annual
Report is not to be regarded as proxy soliciting material or as a communication
by means of which any solicitation is to be made.
15
<PAGE>
PROXY PRINTRAK INTERNATIONAL INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF THE STOCKHOLDERS - AUGUST 30, 2000
The undersigned hereby nominates, constitutes and appoints Richard M.
Giles and Thomas M. Costales, and each of them individually, the attorney, agent
and proxy of the undersigned, with full power of substitution, to vote all stock
of PRINTRAK INTERNATIONAL INC. which the undersigned is entitled to represent
and vote at the 2000 Annual Meeting of Stockholders of the Company to be held at
Embassy Suites, 3100 E. Frontera, Anaheim, California 92806 on August 30, 2000,
at 10:00 a.m., and at any and all adjournments or postponements thereof, as
fully as if the undersigned were present and voting at the meeting, as follows:
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEMS 1, 2 AND 3
1. ELECTION OF DIRECTORS
/ / FOR / / WITHHOLD AUTHORITY
all nominees listed below (EXCEPT to vote for all
AS MARKED TO THE CONTRARY BELOW) nominees listed below
Election of the following nominees as directors:
Richard M. Giles, Charles L. Smith, Albert C. Wong and Peter T. Higgins
(INSTRUCTIONS: To withhold authority to vote for any nominee, print that
nominee's name in the space provided below.)
--------------------------------------------------------------------------------
2. AMENDMENT OF THE COMPANY'S EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE
NUMBER OF SHARES SUBJECT THERETO BY 50,000 FOR A TOTAL OF 400,000
SHARES OF COMMON STOCK:
/ / FOR / / AGAINST / / ABSTAIN
3. RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS:
/ / FOR / / AGAINST / / ABSTAIN
4. IN THEIR DISCRETION, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.
IMPORTANT--PLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
STOCKHOLDER. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED "FOR" THE
ELECTION OF THE DIRECTORS NAMED ON THE REVERSE SIDE OF THIS PROXY, "FOR"
AMENDMENT INCREASING THE NUMBER OF SHARES AVAILABLE UNDER THE EMPLOYEE STOCK
PURCHASE PLAN AND "FOR" RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS.
Date , 2000
---------------------------------
--------------------------------------------
(Signature of stockholder)
Please sign your name exactly as it appears
hereon. Executors, administrators,
guardians, officers of corporations and
others signing in a fiduciary capacity
should state their full titles as such.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND RETURN
THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
