<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-2.
</TABLE>
SCHICK TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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 0-12.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[SCHICK LOGO]
August 10, 1998
Dear Fellow Stockholder:
You are cordially invited to attend the 1998 Annual Meeting of Stockholders
of Schick Technologies, Inc., to be held on Thursday, September 10, 1998,
beginning at 5:00 p.m. at Yip's Food Court, located on the first floor of our
building at 31-00 47th Avenue, Long Island City, New York.
Information about the meeting and the various matters on which the
stockholders will vote is included in the Notice of Meeting and Proxy Statement
which follow. Also included is a Proxy Card and postage-paid return envelope.
Please sign, date and mail the enclosed Proxy Card in the return envelope
provided, as promptly as possible, whether or not you plan to attend the
meeting.
I look forward to personally greeting you at the meeting.
Sincerely,
/s/ David B. Schick
DAVID B. SCHICK
President and CEO
<PAGE> 3
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 10, 1998
TO THE STOCKHOLDERS OF SCHICK TECHNOLOGIES, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of Schick
Technologies, Inc. (the "Company") will be held on Thursday, September 10, 1998
at 5:00 p.m., New York time, at Yip's Food Court, located at 31-00 47th Avenue,
Long Island City, New York, for the following purposes:
1. To elect two directors to serve for three-year terms or until their
respective successors are elected and qualified;
2. To approve an amendment to the Company's 1996 Employee Stock Option
Plan to increase the number of shares of the Company's common stock,
par value $.01 per share ("Common Stock"), issuable thereunder from
470,400 to 1,000,000;
3. To ratify the selection of PricewaterhouseCoopers LLP as the Company's
independent accountants for the fiscal year ending March 31, 1999; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only holders of record of Common Stock as of the close of business on July
20, 1998 are entitled to notice of and to vote at the meeting and any
adjournment thereof.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE,
WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IF YOU LATER DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO
AT ANY TIME BEFORE IT IS EXERCISED.
By Order of the Board of Directors,
/s/ Zvi N. Raskin
ZVI N. RASKIN
Secretary
Long Island City, New York
August 10, 1998
<PAGE> 4
[SCHICK LOGO]
31-00 47(TH)AVENUE
LONG ISLAND CITY, NEW YORK 11101
(718) 937-5765
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 10, 1998
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy by the Board of Directors of Schick Technologies, Inc. (the
"Company") for use at the Annual Meeting of Stockholders (the "Annual Meeting")
to be held on September 10, 1998, at 5:00 p.m., New York time, at Yip's Food
Court, at 31-00 47th Avenue, Long Island City, New York, and at any adjournment
thereof, for the purposes set forth in the Notice of Annual Meeting of
Stockholders. This Proxy Statement and the form of proxy enclosed are being
mailed to stockholders with the Company's Annual Report to Stockholders
commencing on or about August 10, 1998.
Only stockholders of record of the common stock, par value $0.01 per share,
of the Company (the "Common Stock") at the close of business on July 20, 1998
will be entitled to vote at the Annual Meeting. As of that date, a total of
9,992,566 shares of Common Stock were outstanding, each share being entitled to
one vote. There is no cumulative voting. The presence at the Annual Meeting, in
person or by proxy, of the holders of a majority of the shares of Common Stock
will constitute a quorum for the transaction of business at the Annual Meeting.
If, however, a quorum is not present or represented at the Annual Meeting, the
stockholders entitled to vote thereat, present in person or represented by
proxy, will have the power to adjourn the Annual Meeting, without notice other
than announcement at the Annual Meeting, until a quorum shall be present or
represented.
Shares of the Company's Common Stock represented by proxies in the
accompanying form, which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted in the manner directed by a stockholder. If no direction is given, the
proxy will be voted FOR the election of the nominees for director named in this
Proxy Statement, FOR approval of the amendment of the 1996 Employee Stock Option
Plan and FOR ratification of the selection of PricewaterhouseCoopers LLP as the
Company's independent accountants. A stockholder may revoke a proxy at any time
prior to its exercise by giving to an officer of the Company a written notice of
revocation of the proxy's authority, by submitting a duly elected proxy bearing
a later date or by delivering a written revocation at the Annual Meeting.
If a stockholder returns a proxy withholding authority to vote the proxy
with respect to a nominee for director, then the shares of the Common Stock
covered by such proxy shall be deemed present at the Annual Meeting for purposes
of determining a quorum and for purposes of calculating the vote with respect to
such nominee, but shall not be deemed to have been voted for such nominee. If a
stockholder abstains from voting as to any matter, then the shares held by such
stockholder shall be deemed present at the Annual Meeting for purposes of
determining a quorum and for purposes of calculating the vote with respect to
such matter, but shall not be deemed to have been voted in favor of such matter.
If a broker returns a "non-vote" proxy, indicating a lack of authority to vote
on such matter, then the shares covered by such non-vote shall be deemed present
at the Annual Meeting for purposes of determining a quorum but shall not be
deemed to be present and entitled to vote at the Annual Meeting for purposes of
calculating the vote with respect to such matter. The two nominees for director
receiving the highest number of votes at the Annual Meeting will be elected.
With respect to any other proposal, the affirmative vote of a majority of the
shares represented in person or by proxy at the Annual Meeting and entitled to
vote is required for approval.
As of the date of this Proxy Statement, the Board of Directors of the
Company knows of no business that will be presented for consideration at the
Annual Meeting other than the matters described in this Proxy Statement. If any
other matters are properly brought before the Annual Meeting, the persons named
in the enclosed form of proxy will vote the proxies in accordance with their
best judgment.
<PAGE> 5
PROPOSAL ONE:
ELECTION OF DIRECTORS
The Board of Directors of the Company is composed of six members divided
into three classes. The members of each class are elected to serve three-year
terms with the term of office of each class ending in successive years. Jonathan
Singer and Howard Wasserman D.D.S. are the directors in the class whose term
expires at the Annual Meeting. Mr. Singer is not seeking reelection. The Board
of Directors has nominated Messrs. Wasserman and Fred Levine for election to the
Board of Directors at the Annual Meeting for terms of three years, and each has
indicated a willingness to serve. The other directors of the Company will
continue in office for their existing terms. Mark I. Bane, Esq. and Euval S.
Barrekette, Ph.D. serve in the class whose term expires in 1999, and David B.
Schick and Allen Schick, Ph.D. serve in the class whose term expires in 2000.
Upon the expiration of the term of a class of directors, the members of such
class will be elected for three-year terms at the annual meeting of stockholders
held in the year in which such term expires.
The persons named as proxies in the enclosed form of proxy will vote the
proxies received by them for the election of Messrs. Wasserman and Levine,
unless otherwise directed. In the event that any nominee becomes unavailable for
election at the Annual Meeting, the persons named as proxies in the enclosed
form of proxy may vote for a substitute nominee in their discretion as
recommended by the Board of Directors.
Information concerning the nominees and incumbent directors whose terms
will continue after the Annual Meeting is set forth below.
Howard Wasserman, D.D.S.
(Nominee with new term expiring
in 2001)......................... Age 41, has served as a Director of the
Company since May 1996 and has been a
medical advisor to the Company since 1992.
Since 1983, Dr. Wasserman has been a
practicing dentist in New York City. Dr.
Wasserman has been a member of the American
Academy of Periodontology since 1981, and a
member of the American Dental Association
since 1977. Dr. Wasserman has served as a
Director of Live Wire Enterprises, a
manufacturer of electroluminescent wire
systems, since 1996. Dr. Wasserman holds a
D.D.S. degree from the Columbia University
School of Dentistry.
Fred Levine
(Nominee with new term expiring
in 2001)......................... Age 35, has served as the Company's Vice
President of Sales and Marketing since
December 1997 and was the Director of Sales
and Marketing from August 1995 to December
1997. Mr. Levine was employed at American
Express Travel Services from 1987 to 1995
in various capacities, including Director
of Product Development and Sales. Mr.
Levine holds a B.S. degree in Computer
Science from Brooklyn College.
Mark I. Bane, Esq.
(Term expires in 1999)........... Age 38, has served as a Director of the
Company since January 1995. From July 1993
to the present, Mr. Bane has been a partner
at the New York City law firm of Kelley
Drye & Warren LLP. From April 1989 to July
1993, Mr. Bane was an associate at Kelley
Drye & Warren LLP. Mr. Bane is admitted to
practice law before the Bars of the State
of New York, the United States District
Courts for the Southern and Eastern
Districts of New York and the District of
Connecti-
2
<PAGE> 6
cut. Mr. Bane holds a J.D. degree from New
York University School of Law.
Euval Barrekette, Ph.D.
(Term expires in 1999)........... Age 67, has served as a Director of the
Company since April 1992. Dr. Barrekette is
a licensed Professional Engineer in New
York State. Since 1986 Dr. Barrekette has
been a consulting engineer and physicist.
From 1984 to 1986 Dr. Barrekette was Group
Director of Optical Technologies of the IBM
Large Systems Group. From 1960 to 1984 Dr.
Barrekette was employed at IBM's T.J.
Watson Research Center in various
capacities, including Assistant Director of
Applied Research, Assistant Director of
Computer Science, Manager of Input/Output
Technologies and Manager of Optics and
Electronics. Dr. Barrekette holds an A.B.
degree from Columbia College, a B.S. degree
from Columbia University School of
Engineering, an M.S. degree from its
Institute of Flight Structures and a Ph.D.
from the Columbia University Graduate
Faculties. Dr. Barrekette is a fellow of
the American Society of Civil Engineers, a
Senior Member of the Institute of
Electronic & Electrical Engineers and a
member of the National Society of
Professional Engineers, The New York State
Society of Professional Engineers, The
Optical Society of America and The New York
Academy of Science. Dr. Barrekette is the
uncle of David B. Schick and the
brother-in-law of Dr. Allen Schick.
David B. Schick
(Term expires in 2000)........... Age 38, is a founder of the Company and,
since its inception in April 1992, has
served as the Company's President, Chief
Executive Officer and Chairman of the Board
of Directors. From September 1991 to April
1992 Mr. Schick was employed by Philips
N.V. Laboratories, where he served as a
consulting engineer designing
high-definition television equipment. From
February 1987 to August 1991, Mr. Schick
was employed as a senior engineer at Cox
and Company, an engineering firm in New
York City. From January 1985 to January
1987, Mr. Schick was employed as an
electrical engineer at Grumman Aerospace
Co. Mr. Schick holds a B.S. degree in
electrical engineering from the University
of Pennsylvania's Moore School of
Engineering. Mr. Schick is the son of Dr.
Allen Schick and the nephew of Dr.
Barrekette.
Allen Schick, Ph.D.
(Term expires in 2000)........... Age 63, has served as a Director of the
Company since April 1992. Since 1981, Dr.
Schick has been a professor at the
University of Maryland and since 1988 has
been a Visiting Fellow at the Brookings
Institution. Dr. Schick holds a Ph.D.
degree from Yale University. Dr. Schick is
David B. Schick's father and the
brother-in-law of Dr. Barrekette.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
MESSRS. WASSERMAN AND LEVINE AS DIRECTORS OF THE COMPANY.
3
<PAGE> 7
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1998, the Board of Directors held ten meetings. Each Director
holding office during the year attended at least 75% of the total number of
meetings of the Board of Directors and committees of the Board on which he
served. The Board of Directors has an Audit Committee and an Executive
Compensation Committee, which are described below. The Company does not have a
Nominating Committee.
The Audit Committee consists of at least two directors, none of whom may be
an employee of the Company. The Audit Committee has oversight responsibility
relating to the Company's accounting practices, internal financial controls and
financial reporting, including the engagement of independent accountants and the
planning, scope, timing and cost of any audit as well as review of the
independent accountant's report on the financial statements following completion
of each such audit. In addition, the Audit Committee is responsible for the
development and implementation of policies, procedures and other matters
relating to business integrity, ethics and conflicts of interest. The members of
the Audit Committee are Messrs. Bane and Barrekette. The Audit Committee held
one meeting during fiscal 1998.
The Executive Compensation Committee consists of at least two directors, a
majority of whom may not be employees of the Company. The Executive Compensation
Committee has oversight responsibility relating to the Company's employee
benefit and compensation plans, including compensation of the executive officers
and administering and making awards under the 1996 Employee Stock Option Plan.
The Executive Compensation Committee is also responsible for the development and
implementation of policies, procedures and other matters relating to the hiring
and retention of management and for reviewing, monitoring and recommending (for
approval by the Board of Directors) plans with respect to succession of the
chief executive officer. The members of the Executive Compensation Committee are
Messrs. Bane and Wasserman. The Compensation Committee held two meetings during
fiscal 1998.
COMPENSATION OF DIRECTORS
Directors who are also employees of the Company are not separately
compensated for any services they provide as directors. In fiscal 1998,
following the closing of the Company's initial public offering in July 1997,
each non-employee director of the Company received $500 for each meeting of the
Board of Directors attended, $300 for each committee meeting attended, and an
annual retainer of $1,200. The Company may pay such fees in Common Stock. In
addition, non-employee directors are entitled to receive annual grants of stock
options under the Company's Directors Stock Option Plan.
Executive Officers
The following table shows the names and ages of all executive officers of
the Company, the positions and offices held by such person and the period during
which each person served as an officer. The term of office of each person is
generally not fixed since each person serves at the discretion of the Board of
Directors of the Company.
<TABLE>
<CAPTION>
OFFICER
NAME AGE POSITION SINCE
- ---- --- -------- -------
<S> <C> <C> <C>
David B. Schick........................ 38 Chairman of the Board, Chief Executive 1992
Officer and President
Jonathan Singer........................ 33 Vice President of Engineering, and 1992
Director
Zvi N. Raskin, Esq. ................... 35 Secretary and General Counsel 1992
Fred Levine............................ 35 Vice President of Sales and Marketing 1997
Avi Itzhakov........................... 40 Vice President of Operations 1998
</TABLE>
The business experience of each of the executive officers who is not a
nominee for Director or a Director whose term of office will continue after the
Annual Meeting is set forth below.
JONATHAN SINGER is a founder of the Company and, from its inception in
April 1992 to December 1996, was the Company's Director of Engineering. Mr.
Singer, a Director of the Company since January 1995, has
4
<PAGE> 8
served as the Company's Vice President of Engineering since December 1996. From
February 1991 to July 1992, Mr. Singer was employed as a mechanical engineer by
Cox and Company. He holds a B.S. degree in Mechanical Engineering from the
Massachusetts Institute of Technology and an M.S. degree from the University of
Pennsylvania.
ZVI N. RASKIN, ESQ., has served as Secretary of the Company since April
1992 and as General Counsel of the Company since September 1995. From April 1992
to May 1996, Mr. Raskin was a Director of the Company. Mr. Raskin is admitted to
practice law before the Bars of the State of New York, the United States
District Courts for the Southern and Eastern Districts of New York and the
United States Court of Appeals for the Second Circuit. From 1992 to 1995, Mr.
Raskin was a senior associate at the New York law firm of Townley & Updike. From
1990 to 1992, Mr. Raskin was an associate at the New York law firm of Dornbush
Mandelstam & Silverman. Mr. Raskin holds a J.D. degree from Yale Law School.
AVI ITZHAKOV has served as the Company's Vice President of Operations since
March 1998. From 1994 to November 1997, Mr. Itzhakov was employed at Sabert
Corporation where he held the position of Director of Engineering and
Operations. Mr. Itzhakov holds a B.S. degree in Industrial Engineering from
Fairleigh Dickinson University and an M.S. degree in Engineering Management from
the New Jersey Institute of Technology.
5
<PAGE> 9
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation
received for the fiscal years ended March 31, 1997 and 1998 by the Company's
chief executive officer and each of the current and former executive officers of
the Company whose total salary and other compensation exceeded $100,000 (the
"Named Executives") for services rendered in all capacities (including service
as a director of the Company) during the year ended March 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
-------------
ANNUAL COMPENSATION SECURITIES
FISCAL --------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#)(1) COMPENSATION($)(2)
--------------------------- ------ --------- -------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
David B. Schick............... 1998 $143,385 $39,692 3,267 $ 4,569
Chairman of the Board, 1997 140,308 5,890 5,715 2,000
Chief Executive Officer
and President
Fred Levine................... 1998 137,318 23,826 1,000 4,031
Vice President, Sales 1997 105,846 42,353(3) -- 1,500
and Marketing
David B. Spector, C.P.A. ..... 1998 103,385 10,000 5,000 63,799
Former Chief 1997 102,769 6,386 -- 1,331
Financial Officer
Jonathan Singer............... 1998 109,423 -- 2,027 1,812
Vice President, Engineering 1997 90,569 5,993 6,373 1,188
and Director
Zvi N. Raskin, Esq............ 1998 99,539 25,000 2,343 3,113
General Counsel and 1997 84,000 5,365 -- 1,100
Secretary
Daniel Neugroschl............. 1998 109,423 -- 2,043 1,812
Former Vice President, 1997 75,069 6,796 5,791 1,188
Advanced Research and
External Business Development
</TABLE>
- ---------------
(1) Represents options to purchase shares of Common Stock granted during fiscal
1997 and 1998, pursuant to the Company's 1996 Employee Stock Option Plan.
(2) Reflects amounts contributed by the Company in the form of matching
contributions to the Named Executive's Savings Plan account during fiscal
1997 and 1998, except that the compensation to Mr. Spector in 1998 also
reflects a payment by the Company to him in the amount of $60,738 in
connection with Mr. Spector's resignation as Chief Financial Officer on
February 20, 1998.
(3) Includes a commission of $36,579 received by Mr. Levine in fiscal 1997 in
connection with certain sales targets that were met or exceeded.
6
<PAGE> 10
STOCK OPTION GRANTS
The following table sets forth information regarding grants of options to
purchase Common Stock made by the Company during the year ended March 31, 1998
to each of the Named Executives.
OPTION GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
--------------------------------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF
NUMBER OF TOTAL OPTIONS STOCK PRICE
SECURITIES GRANTED TO APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OPTION TERM(2)
OPTIONS FISCAL PRICE EXPIRATION -------------------------
NAME GRANTED(#) 1998(1) ($/SHARE) DATE (0%) (5%) (10%)
- ---- ---------- ------------- --------- ---------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
David B. Schick........... 3267 3.3% $22.97 7/8/2002 -- 12,019 34,818
Fred Levine............... 1000 1.0% 20.88 7/8/2007 -- 13,131 33,277
David B. Spector.......... 5000 5.1% 20.91 2/19/2008 15,450 86,207 192,214
Jonathan Singer........... 2027 2.1% 20.88 7/8/2007 -- 26,617 67,453
Zvi N. Raskin............. 2343 2.4% 20.88 7/8/2007 -- 30,767 77,969
Daniel Neugroschl......... 2043 2.1% 20.88 7/16/2007 -- 26,827 67,986
</TABLE>
- ---------------
(1) The Company granted employees options to purchase a total of 97,902 shares
of Common Stock in fiscal 1998.
(2) Amounts reported in these columns represent amounts that may be realized
upon exercise of options immediately prior to the expiration of their term
assuming the specified compounded rates of appreciation (0%, 5% and 10%) on
the Common Stock over the term of the options. These assumptions are based
on rules promulgated by the Securities and Exchange Commission (the
"Commission") and do not reflect the Company's estimate of future stock
price appreciation. Actual gains, if any, on the stock option exercises and
Common Stock holdings are dependent on the timing of such exercises and the
future performance of the Common Stock. There can be no assurance that the
rates of appreciation assumed in this table can be achieved or that the
amounts reflected will be received by the option holder.
OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth information regarding the exercise of stock
options during fiscal 1998 and the number and value of unexercised options held
at March 31, 1998 by each Named Executive.
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND FISCAL 1998 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED "IN-THE-MONEY"
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE MARCH 31, 1998 MARCH 31, 1998
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ----------- ----------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
David B. Schick....... -- -- 5,715(2)/3267 104,927/8,266
Fred Levine........... -- -- 42,000/15,000(3) 995,820/336,560
David B. Spector...... -- -- 5,000/0 22,950/0
Jonathan Singer....... -- -- 6,373/2,027(4) 117,008/9,365
Daniel Neugroschl..... -- -- 5,790/2,043(5) 106,323/9,439
Zvi N. Raskin......... -- -- 0/2,343 0/10,825
</TABLE>
- ---------------
(1) Options are "in-the-money" if the fair market value of the underlying
securities exceeds the exercise price of the options. The amounts set forth
represent the difference between $25.50 per share, the closing
7
<PAGE> 11
price per share on March 31, 1998, and the exercise price of the option,
multiplied by the applicable number of options.
(2) The fiscal 1997 stock option grant of 5715 stock options to Mr. Schick is a
time-vesting option. Twenty-five percent of such option vested on July 22,
1997 and an additional 25% vested on July 22, 1998. An additional 25% vests
on July 22 of each of 1999 and 2000. The stock option was exercisable upon
grant.
(3) Includes options to purchase 56,000 shares of Common Stock at an exercise
price of $1.79 a share granted to Mr. Levine in fiscal 1996 in connection
with Mr. Levine's commencement of employment with the Company, of which
42,000 are vested. Currently unvested options to purchase the remaining
14,000 shares will vest and become exercisable on December 31, 1998. Such
options expire on December 31, 2000.
(4) The fiscal 1997 stock option grant of 6,373 stock options to Mr. Singer is a
time-vesting option. Twenty-five percent of such option vested on July 22,
1997 and an additional 25% vested on July 22 1998. An additional 25% vests
on July 22 of each of 1999 and 2000. The stock option was exercisable upon
grant.
(5) The fiscal 1997 stock option grant of 5,790 stock options to Mr. Neugroschl
is a time-vesting option. Twenty-five percent of such option vested on July
22, 1997 and an additional 25% vests on July 22 of each of 1998, 1999 and
2000. The stock option was exercisable upon grant.
EXECUTIVE COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
This report shall not be deemed incorporated by reference by any general
statement incorporating this Proxy Statement into any filing under the
Securities Act of 1933 or under the Exchange Act, except to the extent that the
Company specifically incorporates the information contained herein by reference,
and shall not otherwise be deemed filed under those acts.
Compensation Philosophy: The Company does business in a highly competitive
and dynamic industry. The Company's continued success in such an environment
depends, in large part, on its ability to attract and retain talented senior
executives. The Company must provide executives with long- and short-term
incentives to maximize corporate performance, and reward successful efforts to
do so. As a result, the Committee's compensation policies are designed to:
(i) Provide a competitive level of compensation to attract and retain
talented management;
(ii) Reward senior executives for corporate performance;
(iii) Align the interests of senior executives with the Company's
stockholders in order to maximize stockholder value;
(iv) Motivate executive officers to achieve the Company's business
objectives; and
(v) Reward individual performance.
To achieve these compensation objectives, the Committee has developed
compensation packages for senior executive officers consisting of base salary, a
bonus arrangement and awards of stock options.
Base Salary. The Company seeks to pay competitive salaries to executive
officers commensurate with their qualifications, duties and responsibilities. In
conducting annual salary reviews, the Committee considers each individual
executive officer's achievements during the prior fiscal year in meeting the
Company's financial and business objectives, as well as the executive officer's
performance of individual responsibilities and the Company's financial position
and overall performance.
Bonuses. The Committee believes that performance bonuses are a key link
between executive pay and stockholder value.
Option Grants. The Committee believes that equity ownership by executive
officers provides incentive to build stockholder value and aligns the interests
of officers with the stockholders. The Committee typically recommends or awards
an option grant upon hiring executive officers or within one year of their date
of
8
<PAGE> 12
hire, subject to a four-year vesting schedule. After the initial stock option
grant, the Committee considers additional grants, usually on a semi-annual
basis, under the 1996 Employee Stock Option Plan. Options are granted at the
current market price for the Company's Common Stock and, consequently, have
value only if the price of the Common Stock increases over the exercise price
for the period during which the option is exercisable. The size of the initial
grant is usually determined with reference to the seniority of the officer, the
contribution the officer is expected to make to the Company and comparable
equity compensation offered by others in the industry. In determining the size
of the periodic grants, the Committee considers prior option grants to the
officer, independent of whether the options have been exercised, the executive's
performance during the year and his or her expected contributions in the
succeeding year. The Committee believes that periodic option grants provide
incentives for executive officers to remain with the Company.
Modification Of Compensation Policies. The Omnibus Budget Reconciliation
Act of 1993 includes potential limitations on tax deductions for compensation in
excess of $1,000,000 paid to the Company's executive officers. The Compensation
Committee has analyzed the impact of this change in the tax law on the
compensation policies of the Company, has determined that historically the
effect of this provision on the taxes paid by the Company has not and would not
have been significant and has decided for the present not to modify the
compensation policies of the Company based on such changes in the tax law. In
the event that a material amount of compensation might potentially not be
deductible, it will consider what actions, if any, should be taken to seek to
make such compensation deductible without compromising its ability to motivate
and reward excellent performance.
Chief Executive Officer Compensation. The Committee reviews the
performance of the Chief Executive Officer, and other executive officers of the
Company, at least annually. In July 1997, the Committee conducted a review of
Mr. Schick's compensation. The Committee considered salary data for other
comparable companies and the Company's earnings and financial position in
comparison to preceding years. Based upon this review and Mr. Schick's
performance as C.E.O., the Committee recommended to the Board, and the Board
approved, an increase in Mr. Schick's base annual compensation from $120,000 to
$160,000. The Committee also determined that it would grant a bonus of $40,000
to Mr. Schick.
Mark I. Bane, Esq.
Howard Wasserman, D.D.S.
Members of the Executive
Compensation Committee
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee reviews and makes recommendations
regarding the compensation for top management and key employees of the Company,
including salaries and bonuses. The members of the Executive Compensation
Committee are Messrs. Bane and Wasserman. No executive officer of the Company
served as a member of the Executive Compensation Committee or as a director of
any other entity, one of whose executive officers served on the Executive
Compensation Committee or as a director of the Company. No person who served as
a member of the Executive Compensation Committee was a party to any material
transaction set forth under "Certain Transactions," except for Mr. Bane, a
partner at the law firm of Kelley Drye & Warren, which rendered services to the
Company in the fiscal year ended March 31, 1998.
9
<PAGE> 13
STOCK PERFORMANCE GRAPH
The following graph compares the Company's cumulative stockholder return on
its Common Stock with the return on the Russell 2000 Index and the Dow Jones
Advanced Technology Medical Devices Index from July 1, 1997 (the first trading
day for the Company's Common Stock) through March 31, 1998, the end of the
Company's fiscal year. The graph assumes investments of $100 on July 1, 1997 in
the Company's Common Stock, the Russell 2000 Index and the Dow Jones Advanced
Technology Medical Devices Index and assumes the reinvestment of all dividends.
COMPARE CUMULATIVE TOTAL RETURN AMONG
SCHICK TECHNOLOGIES INC, DOW JONES GROUP INDEX AND RUSSELL 2000 INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD SCHICK DJ ADVANCED
(FISCAL YEAR COVERED) TECHNOLOGIES INC MEDICAL DEVICES RUSSELL 2000 INDEX
<S> <C> <C> <C>
7/1/97 100.00 100.00 100.00
9/30/97 85.23 112.94 114.86
12/31/97 88.35 109.39 111.02
3/31/98 115.91 119.43 122.18
</TABLE>
- ---------------
Assumes $100 Invested on July 1, 1997
Assumes Dividend Reinvested
Fiscal Year Ending March 31, 1998
CERTAIN TRANSACTIONS
Kelley Drye & Warren, of which Mr. Bane is a partner, rendered legal
services to the Company in the fiscal year ended March 31, 1998.
In July 1997, the Company loaned its President, who is a principal
stockholder, $200,000. Such loan bore interest at an annual rate of 8% and was
due and payable on June 15, 1998. The loan, along with accrued but unpaid
interest in the amount of $1,000, was repaid in August 1997.
10
<PAGE> 14
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 20, 1998 by (i) each person
who is known by the Company to own beneficially more than 5% of the Common
Stock, (ii) each director and nominee, (iii) each Named Executive of the Company
and (iv) all directors and executive officers of the Company as a group. Unless
otherwise noted, the stockholders listed in the table have sole voting and
investment powers with respect to the shares of Common Stock owned by them.
NUMBER OF SHARES
<TABLE>
<CAPTION>
PERCENTAGE OF
BENEFICIALLY OUTSTANDING
OWNED(1) SHARES
------------ -------------
<S> <C> <C>
David B. Schick(2).......................................... 2,164,831(3) 21.7%
Fred Levine(2).............................................. 94,034(4) *
Daniel Neugroschl(5)........................................ 289,357(6) 2.9%
Mark I. Bane(7)............................................. 297,500(8) 3.0%
Zvi N. Raskin(2)............................................ 35,386(9) *
Jonathan Singer(2).......................................... 324,099(10) 3.2%
David B. Spector, C.P.A.(11)................................ 25,500(12) *
Euval S. Barrekette(13)..................................... 115,440 1.1%
Allen Schick(14)............................................ 518,824(15) 5.2%
Howard Wasserman(16)........................................ 136,000(17) 1.3%
Avi Itzhakov(2)............................................. 1,250(18) *
All executive Officers and Directors as a group............. 4,008,821
</TABLE>
- ---------------
* Less than 1%
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission (the "Commission"), and includes voting
power and/or investment power with respect to securities. Shares of Common
Stock subject to options or warrants currently exercisable or exercisable
within 60 days of July 20, 1998 are deemed outstanding for computing the
number and the percentage of outstanding shares beneficially owned by the
person holding such options but are not deemed outstanding for computing
the percentage beneficially owned by any other person.
(2) Such person's business address is c/o Schick Technologies, Inc., 31-00 47th
Avenue, Long Island City, New York 11101.
(3) Consists of 2,159,116 shares held jointly by Mr. Schick and his wife, 5,715
shares issuable upon the exercise of stock options granted to Mr. Schick in
July 1996, 25% of which vested on July 22, 1997, 25% of which vested on
July 22, 1998, and 25% which will vest on July 22 of each of 1999 and 2000.
The stock option was exercisable upon grant. Also included are 816 shares
issuable upon the exercise of stock options granted to Mr. Schick in July
1997 pursuant to the 1996 Employee Stock Option Plan.
(4) Includes 392 shares issuable upon the exercise of warrants issued to Mr.
Levine in October 1996, 42,000 shares issuable upon the exercise of options
granted to Mr. Levine in January 1996 and 250 shares issuable upon the
exercise of options granted to Mr. Levine in July 1997 pursuant to the 1996
Employee Stock Option Plan.
(5) Mr. Neugroschl's address is 208 East Broadway, New York, New York 10002.
(6) Consists of 287,400 shares held jointly by Mr. Neugroschl and his wife,
1,447 shares issuable upon the exercise of stock options granted to Mr.
Neugroschl in July, 1996 and 510 shares issuable upon the exercise of stock
options granted to Mr. Neugroschl in July 1997; both such grants were made
to Mr. Neugroschl pursuant to the 1996 Employee Stock Option Plan.
11
<PAGE> 15
(7) Mr. Bane's business address is c/o Kelley Drye & Warren LLP, 101 Park
Avenue, New York, New York 10178.
(8) Consists of 1500 shares owned jointly by Mr. Bane and his wife, and 296,000
shares owned by Mr. Bane's wife. Mr. Bane disclaims beneficial ownership of
his wife's shares.
(9) Consists of 34,800 shares held jointly by Mr. Raskin and his wife and 586
shares issuable upon the exercise of stock options granted to Mr. Raskin in
July 1997 pursuant to the 1996 Employee Stock Option Plan.
(10) Consists of 322,000 shares held jointly by Mr. Singer and his wife, 1,593
shares issuable upon the exercise of stock options granted to Mr. Singer in
July 1996 and 506 shares issuable upon the exercise of stock options
granted to Mr. Singer in July 1997; both such grants were made to Mr.
Singer pursuant to the 1996 Employee Stock Option Plan.
(11) Mr. Spector's address is 18 Temple Place, Passaic, New Jersey 07055.
(12) Consists of 20,500 shares held jointly by Mr. Spector and his wife and
5,000 non-statutory stock options granted to Mr. Spector in February 1998
under the 1996 Employee Stock Option Plan.
(13) Dr. Barrekette's address is 90 Riverside Drive, New York, New York 10024.
(14) Dr. Schick's address is 1222 Woodside Parkway, Silver Spring, Maryland
20910.
(15) Consists of 474,024 shares held jointly by Dr. Schick and his wife and
44,800 shares held by Dr. Schick as custodian for the minor children of
David Schick. Dr. Schick disclaims beneficial ownership of such 44,800
shares.
(16) Dr. Wasserman's address is 141-19 73rd Avenue, Flushing, New York 11367.
(17) Consists of 108,000 shares owned by Dr. Wasserman's wife and 28,000 shares
held by Dr. Wasserman as custodian for his minor children. Dr. Wasserman
disclaims beneficial ownership of all such shares.
(18) Consists of 1250 shares issuable upon the exercise of stock options granted
to Mr. Itzhakov in March 1998 under the 1996 Employee Stock Option Plan.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who beneficially own more than 10%
of the Company's Common Stock to file initial reports of ownership and reports
of changes in ownership with the Commission. Such executive officers and
directors and greater than 10% beneficial owners are required by the regulations
of the Commission to furnish the Company with copies of all Section 16(a)
reports they file.
Based solely on a review of the copies of such reports furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers and directors and greater than 10% beneficial owners were
complied with, except that one report with respect to a transaction by Mr.
Spector, a former officer of the Company, was not timely filed.
PROPOSAL TWO:
APPROVAL OF AMENDMENT TO
1996 EMPLOYEE STOCK OPTION PLAN
The second item to be acted upon at the meeting is a proposal to approve an
amendment to the Company's 1996 Employee Stock Option Plan (the "Plan") to
increase the number of shares of Common Stock issuable under the Plan from
470,400 to 1,000,000 (the "Amendment"). Otherwise, the Plan would remain
unchanged.
The Plan, which was adopted by the Board of Directors and approved by the
shareholders of the Company in April 1996, provides for the grant to officers,
directors and employees of the Company and
12
<PAGE> 16
consultants, advisors and independent contractors of the Company of both
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and stock options that are
non-qualified for federal income tax purposes. The purpose of the Plan is to
attract, retain and reward officers, employees and others providing services to
the Company, and any successor corporation thereto and any present or future
parent and/or subsidiary corporations of such corporation, and to motivate such
persons to contribute to the growth and profitability of the Company in the
future. The total number of shares of Common Stock for which options may be
granted pursuant to the 1996 Employee Stock Option Plan originally adopted was
470,400, subject to certain adjustments reflecting changes in the Company's
capitalization, of which 255,141 were granted and outstanding as of the date of
this Proxy Statement. The 1996 Employee Stock Option Plan must be administered
by the Board of Directors and/or by a duly appointed committee thereof and is
currently administered by its Executive Compensation Committee. The Executive
Compensation Committee determines, among other things, which officers,
employees, directors, consultants, advisors and contractors will receive options
under the plan, the type of option (incentive stock options or non-qualified
stock options, or both) to be granted, vesting, the number of shares subject to
each option, and, subject to certain conditions discussed below, the exercise
price of the option and duration of the options. Members of the Executive
Compensation Committee are not eligible to receive options under the Plan. To
date, the entire Board of Directors has also approved each grant under the Plan.
The exercise price of incentive stock options is determined by the
Executive Compensation Committee, but may not be less than the fair market value
of the Common Stock on the date of grant and the term of any such option may not
exceed ten years from the date of grant. With respect to any participant in the
1996 Employee Stock Option Plan who owns stock representing more than 10% of the
voting power of the outstanding capital stock of the Company, the exercise price
of any incentive stock option may not be less than 110% of the fair market value
of the Common Stock on the date of grant and the term of such option may not
exceed five years from the date of grant.
The exercise price of non-qualified stock options is determined by the
Executive Compensation Committee on the date of grant, but may not be less than
85% of the fair market value of the Common Stock on the date of grant, and the
term of such option may not exceed ten years from the date of grant.
Payment of the exercise price may be made by cash, check or cash
equivalent, by tender of shares of Common Stock then owned by the optionee, by a
recourse promissory note in a form approved by the Company, by the assignment of
the proceeds of the sale of some or all of the shares of Common Stock being
acquired upon the exercise of an option or by any combination of the foregoing.
Options may be granted which do not permit all of the foregoing forms of
payment. Options granted pursuant to the 1996 Employee Stock Option Plan are not
transferable, except by will or the laws of descent and distribution in the
event of death. During an optionee's lifetime, the option is exercisable only by
the optionee.
The Board of Directors has the right at any time and from time to time to
terminate or amend the 1996 Employee Stock Option Plan or any option without the
consent of the Company's shareholder or optionees; provided, that no such action
may adversely affect options previously granted without the optionee's consent,
and provided further that no such action, without the approval of the
stockholders of the Company, may increase the total number of shares of Common
Stock which may be purchased pursuant to options under the 1996 Employee Stock
Option Plan or expand the class of persons eligible to receive grants of options
under the Plan. The expiration date of the 1996 Employee Stock Option Plan,
after which no option may be granted thereunder, is April 22, 2006.
The following is a summary of the principal federal income tax consequences
generally applicable to awards under the Plan. The grant of an option is not
expected to result in any taxable income for the recipient. The holder of an
Incentive Stock Option generally will have no taxable income upon exercising the
incentive stock option (except that a liability may arise pursuant to the
alternative minimum tax), and the Company will not be entitled to a tax
deduction when an incentive stock option is exercised. Upon exercising a non-
qualified stock option, the optionee must recognize ordinary income equal to the
excess of the fair market value of the shares of Common Stock acquired on the
date of exercise over the exercise price, and the Company will be entitled at
that time to a tax deduction for the same amount. The tax consequence to an
13
<PAGE> 17
optionee upon a disposition of shares acquired through the exercise of an option
will depend on how long the shares have been held and upon whether such shares
were acquired by exercising an incentive stock option or by exercising a
non-qualified stock option. Generally, there will be no tax consequence to the
Company in connection with disposition of shares acquired under an option,
except that the Company may be entitled to a tax deduction in the case of a
disposition of shares acquired under an incentive stock option before the
applicable incentive stock option holding periods set forth in the Internal
Revenue Code have been satisfied.
Special rules may apply in the case of individuals subject to Section 16 of
the Securities Exchange Act of 1934, as amended, for a grant which is not exempt
under such Section. In particular, unless a special election is made pursuant to
the Code, shares received pursuant to the exercise of a stock option may be
treated as restricted as to transferability and subject to a substantial risk of
forfeiture for a period of up to six months after the date of exercise.
Accordingly, the amount of any ordinary income recognized, and the amount of the
Company's tax deduction, are determined as of the end of such period.
Under the Plan, the Committee may permit participants receiving or
exercising awards, subject to the discretion of the Committee and upon such
terms and conditions as it may impose, to surrender shares of Common Stock
(either shares received upon the receipt or exercise of the award or shares
previously owned by the optionee) to the Company to satisfy federal and state
tax obligations.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDMENT TO THE 1996 EMPLOYEE STOCK OPTION PLAN
PROPOSAL THREE:
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent accountants for the Company for the fiscal year ending March 31,
1999. A proposal to ratify the appointment of PricewaterhouseCoopers LLP will be
presented at the Annual Meeting. Representatives of PricewaterhouseCoopers LLP
are expected to be present at the Annual Meeting, will have an opportunity to
make a statement if they desire to do so and will be available to answer
appropriate questions from stockholders. If the appointment of
PricewaterhouseCoopers LLP is not approved by the stockholders, the Board of
Directors is not obligated to appoint other accountants, but the Board of
Directors will give consideration to such unfavorable vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS.
SOLICITATION OF PROXIES
The Company is paying the costs of solicitation, including the cost of
preparing and mailing this Proxy Statement. Proxies are being solicited
primarily by mail, but in addition, the solicitation by mail may be followed by
solicitation in person, or by telephone or facsimile, by regular employees of
the Company without additional compensation. The Company will reimburse brokers,
banks and other custodians and nominees for their reasonable out-of-pocket
expenses incurred in sending proxy materials to the Company's stockholders.
PROPOSALS FOR THE 1999 ANNUAL MEETING
Pursuant to federal securities laws, any proposal by a stockholder to be
presented at the 1999 Annual Meeting of Stockholders and to be included in the
Company's proxy statement must be received at the Company's executive office at
31-00 47th Avenue, Long Island City, New York 11101, no later than the close of
business on April 12, 1999. Proposals should be sent to the attention of the
Secretary. Pursuant to the Company's By-laws, in order for business to be
properly brought before an annual meeting of stockholders by a Stockholder, the
stockholder must give written notice of such stockholder's intent to bring a
matter before the
14
<PAGE> 18
annual meeting not less than ninety days prior to the date of such meeting;
provided, however, that if less than ninety days' notice or prior public
disclosure of the date of such meeting is given to stockholders or made, the
stockholder must give such written notice no later than the close of business on
the tenth (10th) day following the day on which notice or public disclosure of
the date of such meeting is given or made. Each such notice should be sent to
the attention of the Secretary, and must set forth certain information with
respect to the stockholder who intends to bring such matter before the meeting
and the business desired to be conducted, as set forth in greater detail in the
Company's By-laws.
GENERAL
The Company's Annual Report for the fiscal year ended March 31, 1998 is
being mailed to stockholders together with this Proxy Statement. The Annual
Report is not to be considered part of the soliciting materials.
The information set forth in this Proxy Statement under the caption
"Executive Compensation Committee Report on Executive Compensation" and
"Performance Graph" shall not be deemed to be (i) incorporated by reference into
any filing by the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that in any such filing the Company
expressly incorporates such information by reference, and (ii) "soliciting
material" or to be "filed" with the SEC.
By Order of the Board of Directors
/s/ Zvi N. Raskin
ZVI N. RASKIN
Secretary
15
<PAGE> 19
SCHICK TECHNOLOGIES, INC.
PROXY
Annual Meeting of Stockholders
September 10, 1998
(Solicited On Behalf Of The Board Of Directors)
The undersigned stockholder of Schick Technologies, Inc. hereby constitutes and
appoints David B. Schick and Zvi N. Raskin, and each and any of them, the
attorneys and proxies of the undersigned, with full power of substitution and
revocation, to vote for and in the name, place and stead of the undersigned at
the Annual Meeting of Stockholders of Schick Technologies, Inc. to be held at
Yip's Food Court, at 31-00 47th Avenue, Long Island City, New York, on Thursday,
September 10, 1998 at 5:00 p.m., and at any adjournments thereof, the number of
votes the undersigned would be entitled to cast if present.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF DIRECTORS AND FOR EACH OF THE FOLLOWING PROPOSALS.
(Continued and to be signed on reverse side)
SEE REVERSE
SIDE
<PAGE> 20
[X] Please mark your votes as in this
example
FOR
both nominees listed below WITHHOLD
(except as indicated to the AUTHORITY
contrary below) to vote for both nominees
1.Election of two [ ] [ ]
directors nomi-
nated by the
Board of Directors.
Nominees: Howard Wasserman D.D.S. and
Mr. Fred Levine.
(INSTRUCTION: To withhold authority to vote for either nominee, write such
nominee's name in the space provided below.)
FOR AGAINST ABSTAIN
2. Proposal to amend the 1996 Employee Stock
Option Plan described in the Proxy Statement [ ] [ ] [ ]
accompanying the Notice of Annual Meeting of
Stockholders.
3. Proposal to ratify the selection of
PricewaterhouseCoopers LLP as the Company's [ ] [ ] [ ]
independent accountants for the fiscal year
ending March 31, 1999.
4. In their discretion, upon such other matters
as may come properly before the meeting.
Said attorneys and proxies, or their
substitutes (or if only one, that one), at
said meeting, or any adjournments thereof,
may exercise all of the powers hereby given.
Any proxy heretofore given is hereby
revoked.
Receipt is acknowledged of the Notice of
Annual Meeting of Stockholders, the Proxy
Statement accompanying such Notice and the
Annual Report to stockholders for the fiscal
year ended March 31, 1998.
SIGNATURE(S) _______________________________________________ DATE _____, 1998
NOTE: If shares are held jointly, both holders should sign. Attorneys,
executors, administrators, trustees, guardians or others signing in a
representative capacity should give their full titles. Proxies executed in
the name of a corporation should be signed on behalf of the corporation by
its president or other authorized officer.
