<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
INTELLIGROUP, 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:
------------------------------------------------------------------------
<PAGE> 2
INTELLIGROUP, INC.
517 ROUTE ONE SOUTH
ISELIN, NEW JERSEY 08830
April 11, 1997
To Our Shareholders:
You are most cordially invited to attend the 1997 Annual Meeting of
Shareholders of Intelligroup, Inc. at 10:00 A.M., local time, on Monday, May 12,
1997, at the Sheraton Hotel, 515 Route One South, Iselin, New Jersey.
The Notice of Meeting and Proxy Statement on the following pages describe
the matters to be presented to the meeting.
It is important that your shares be represented at this meeting to ensure
the presence of a quorum. Whether or not you plan to attend the meeting, we hope
that you will have your shares represented by signing, dating and returning your
proxy in the enclosed envelope, which requires no postage if mailed in the
United States, as soon as possible. Your shares will be voted in accordance with
the instructions you have given in your proxy.
Thank you for your continued support.
Sincerely,
/s/ Ashok Pandey
Ashok Pandey
Chairman of the Board, President
and Chief Executive Officer
<PAGE> 3
INTELLIGROUP, INC.
517 ROUTE ONE SOUTH
ISELIN, NEW JERSEY 08830
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1997
The Annual Meeting of Shareholders (the "Meeting") of INTELLIGROUP, INC., a
New Jersey corporation (the "Company"), will be held at the Sheraton Hotel, 515
Route One South, Iselin, New Jersey, on Monday, May 12, 1997, at 10:00 A.M.,
local time, for the following purposes:
(1) To elect seven directors to serve until the next Annual Meeting of
Shareholders and until their respective successors shall have been duly
elected and qualified;
(2) To ratify the appointment of Arthur Andersen LLP as independent
auditors for the year ending December 31, 1997; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment or adjournments thereof.
Holders of Common Stock of record at the close of business on April 3, 1997
are entitled to notice of and to vote at the Meeting, or any adjournment or
adjournments thereof. A complete list of such shareholders will be open to the
examination of any shareholder at the Meeting. The Meeting may be adjourned from
time to time without notice other than by announcement at the Meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF
SHARES YOU MAY HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON,
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN
THE ENCLOSED RETURN ENVELOPE. THE PROMPT RETURN OF PROXIES WILL ENSURE A QUORUM
AND SAVE THE COMPANY THE EXPENSE OF FURTHER SOLICITATION. EACH PROXY GRANTED MAY
BE REVOKED BY THE SHAREHOLDER APPOINTING SUCH PROXY AT ANY TIME BEFORE IT IS
VOTED. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE
REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH SUCH PROXY CARD SHOULD BE
SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED.
By Order of the Board of Directors
/s/ Robert M. Olanoff
Robert M. Olanoff
Secretary
Iselin, New Jersey
April 11, 1997
THE COMPANY'S 1996 ANNUAL REPORT ACCOMPANIES THE PROXY STATEMENT.
<PAGE> 4
INTELLIGROUP, INC.
517 ROUTE ONE SOUTH
ISELIN, NEW JERSEY 08830
-------------------------------
PROXY STATEMENT
-------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Intelligroup, Inc. (the "Company") of proxies to be
voted at the Annual Meeting of Shareholders of the Company to be held on Monday,
May 12, 1997 (the "Meeting"), at the Sheraton Hotel, 515 Route One South,
Iselin, New Jersey, at 10:00 A.M., local time, and at any adjournment or
adjournments thereof. Holders of record of shares of Common Stock, $.01 par
value ("Common Stock"), as of the close of business on April 3, 1997, will be
entitled to notice of and to vote at the Meeting and any adjournment or
adjournments thereof. As of that date, there were 10,735,600 shares of Common
Stock issued and outstanding and entitled to vote. Each share of Common Stock is
entitled to one vote on any matter presented at the Meeting.
If proxies in the accompanying form are properly executed and returned, the
shares of Common Stock represented thereby will be voted in the manner specified
therein. If not otherwise specified, the shares of Common Stock represented by
the proxies will be voted (i) FOR the election of the seven nominees named below
as Directors, (ii) FOR the ratification of the appointment of Arthur Andersen
LLP as independent auditors for the year ending December 31, 1997, and (iii) in
the discretion of the persons named in the enclosed form of proxy, on any other
proposals which may properly come before the Meeting or any adjournment or
adjournments thereof. Any shareholder who has submitted a proxy may revoke it at
any time before it is voted, by written notice addressed to and received by the
Secretary of the Company, by submitting a duly executed proxy bearing a later
date or by electing to vote in person at the Meeting. The mere presence at the
Meeting of the person appointing a proxy does not, however, revoke the
appointment.
The presence, in person or by proxy, of holders of the shares of Common
Stock having a majority of the votes entitled to be cast at the Meeting shall
constitute a quorum. The affirmative vote by the holders of a plurality of the
shares of Common Stock represented at the Meeting is required for the election
of Directors, provided a quorum is present in person or by proxy. All actions
proposed herein other than the election of Directors may be taken upon the
affirmative vote of shareholders possessing a majority of the shares of Common
Stock represented at the Meeting, provided a quorum is present in person or by
proxy.
Abstentions are included in the shares present at the Meeting for purposes
of determining whether a quorum is present, and are counted as a vote against
for purposes of determining whether a proposal is approved. Broker non-votes
(when shares are represented at the Meeting by a proxy specifically conferring
only limited authority to vote on certain matters and no authority to vote on
other matters) are included in the determination of the number of shares
represented at the Meeting for purposes of determining whether a quorum is
present but are not counted for purposes of determining whether a proposal has
been approved and thus have no effect on the outcome.
This Proxy Statement, together with the related proxy card, is being mailed
to the shareholders of the Company on or about April 11, 1997. The Annual Report
to Shareholders of the Company for the year ended December 31, 1996, including
financial statements (the "Annual Report"), is being mailed together with this
Proxy Statement to all shareholders of record as of April 3, 1997. In addition,
the Company has provided brokers, dealers, banks, voting trustees and their
nominees, at the Company's expense, with additional copies of the Annual Report
so that such record holders could supply such materials to beneficial owners as
of April 3, 1997.
<PAGE> 5
ELECTION OF DIRECTORS
At the Meeting, seven Directors are to be elected (which number shall
constitute the entire Board of Directors of the Company) to hold office until
the next Annual Meeting of Shareholders and until their successors shall have
been elected and qualified.
It is the intention of the persons named in the enclosed form of proxy to
vote the shares of Common Stock represented thereby, unless otherwise specified
in the proxy, for the election as Directors of the persons whose names and
biographies appear below. All of the persons whose names and biographies appear
below are at present Directors of the Company. In the event any of the nominees
should become unavailable or unable to serve as a Director, it is intended that
votes will be cast for a substitute nominee designated by the Board of
Directors. The Board of Directors has no reason to believe that the nominees
named will be unable to serve if elected. Each of the nominees has consented to
being named in this Proxy Statement and to serve if elected.
The current members of the Board of Directors and nominees for election to
the Board are as follows:
<TABLE>
<CAPTION>
SERVED AS A POSITIONS WITH
NAME AGE DIRECTOR SINCE THE COMPANY
------------------------------ --- -------------- ---------------------------------------
<S> <C> <C> <C>
Ashok Pandey.................. 39 1987 Chairman of the Board, President,
Chief Executive Officer and Director
Rajkumar Koneru............... 27 1994 Executive Vice President and Director
Nagarjun Valluripalli......... 28 1994 Executive Vice President and Director
Klaus P. Besier............... 45 1996 Director
David A. Finley............... 64 1997 Director
Kevin P. Mohan................ 33 1996 Director
Thomas S. Roberts............. 33 1996 Director
</TABLE>
The principal occupations and business experience, for at least the past
five years, of each nominee is as follows:
Ashok Pandey founded the Company and has served as a Director, Chairman of
the Board, President and Chief Executive Officer of the Company since its
inception in 1987. Prior to founding the Company, Mr. Pandey was a consultant to
AT&T and Bell Laboratories. He has more than twelve years of experience in
developing systems and application software.
Rajkumar Koneru joined the Company as an employee in April 1996 and
currently serves as Executive Vice President and as a Director. In May 1993,
Messrs. Koneru and Valluripalli co-founded Oxford Systems Inc., a systems
integration company ("Oxford"). In March 1994, Messrs. Koneru and Valluripalli
sold all of the issued and outstanding capital stock of Oxford to the Company.
See "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." From June 1992 through
December 1992, Mr. Koneru was a consultant with Super Solutions Corporation and,
from March 1993 until March 1996 he was a consultant for the Boston Group, each
an information technology consulting firm. Following consummation of the
Company's transaction with Oxford in March 1994 until April 1996, Mr. Koneru
continued to be employed by the Boston Group which subcontracted Mr. Koneru's
services to the Company.
Nagarjun Valluripalli joined the Company in March 1994 and currently serves
as Executive Vice President and as a Director. In May 1993, Messrs. Koneru and
Valluripalli co-founded Oxford, at which Mr. Valluripalli was responsible for
business development. In March 1994, Messrs. Koneru and Valluripalli sold all of
the issued and outstanding capital stock of Oxford to the Company. See "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS." Prior to founding Oxford, from 1990,
Mr. Valluripalli was marketing manager for VJ Infosystems, a software training
and services company.
Klaus P. Besier has been a Director of the Company since December 1996. Mr.
Besier currently serves as the Chairman and Chief Executive Officer of OneWave,
Inc., a provider of intranet and internet business solutions. Prior to joining
OneWave, Inc., Mr. Besier served from 1994 to early 1996 as Chief Executive
Officer and from 1992 to 1993 as President of SAP America, Inc., a subsidiary of
SAP AG and a leading
2
<PAGE> 6
provider of client/server business application solutions software. Prior to
joining SAP America, Inc., Mr. Besier was Corporate Vice President and a general
manager of a subsidiary of Hoechst Celanese.
David A. Finley has been a Director of the Company since January 1997. Mr.
Finley currently serves as Executive Vice President, Chief Financial Officer and
as a director of Broadway and Seymour, Inc., a software and services company.
Prior to joining Broadway and Seymour, Inc., Mr. Finley was self-employed from
January 1990 to January 1996 as a consultant to various software companies,
investment firms and finance companies. Mr. Finley is the founder and first
chief executive of IBM Credit Corporation. Mr. Finley also served for over 30
years with IBM, most recently as its Treasurer.
Kevin P. Mohan has been a Director of the Company since April 1996. Mr.
Mohan currently serves as a Principal of various venture capital funds
(including Summit Ventures IV, L.P. and Summit Investors III, L.P., shareholders
of the Company) affiliated with Summit Partners, a venture capital firm, at
which he has been employed since 1994. Prior to joining Summit Partners, Mr.
Mohan served as an engagement manager at McKinsey & Company, Inc. Mr. Mohan also
is a director of several privately held companies.
Thomas S. Roberts has been a Director of the Company since April 1996. Mr.
Roberts currently serves as a General Partner of various venture capital funds
(including Summit Ventures IV, L.P. and Summit Investors III, L.P., shareholders
of the Company) affiliated with Summit Partners, a venture capital firm, at
which he has been employed since 1989. Mr. Roberts also is a director of AMX
Corporation, PowerCerv Corporation and several privately held companies.
All Directors hold office until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified. There are no family
relationships among any of the executive officers, Directors and key employee of
the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR THE BOARD OF DIRECTORS.
COMMITTEES AND MEETINGS OF THE BOARD
The Board of Directors has a Compensation Committee, which approves
salaries and certain incentive compensation for management and key employees of
the Company; an Audit Committee, which reviews the results and scope of the
audit and other services provided by the Company's independent public
accountants; and an Option Committee, which administers the Company's 1996 Stock
Plan. The Compensation Committee currently consists of Ashok Pandey, Thomas S.
Roberts and Kevin P. Mohan. The Compensation Committee was established in June
1996 and held no meetings during 1996. The Audit Committee currently consists of
Ashok Pandey, Klaus Besier and David Finley. The Audit Committee was established
in June 1996 and held no meetings during 1996. The Option Committee currently
consists of Klaus Besier and David Finley. The Option Committee was established
in June 1996 and held no meetings during 1996. There were four meetings of the
Board of Directors during 1996. Each incumbent Director attended at least 75% of
the aggregate of all meetings of the Board of Directors held during the period
in which he served as a Director and the total number of meetings held by the
committee on which he served during the period, if applicable.
COMPENSATION OF DIRECTORS
On October 19, 1996, the Company's Board of Directors adopted a policy to
compensate each non-employee Director who is elected to the Company's Board of
Directors after such date. The Board of Directors established a cash payment of
$1,500 per meeting, for each meeting attended by each such Director. Other than
Messrs. Besier and Finley, who are each compensated pursuant to such policy,
Directors do not otherwise receive cash compensation for services on the
Company's Board of Directors. The Company does provide, however, reimbursement
to Directors for reasonable and necessary expenses incurred in connection with
attendance at meetings of the Board of Directors.
In addition, on June 3, 1996, the Board of Directors approved and
shareholders adopted the Company's Non-Employee Director Plan which became
effective on July 12, 1996. The Non-Employee Director Plan provides for the
grant of options to purchase a maximum of 140,000 shares of Common Stock of the
Company
3
<PAGE> 7
to non-employee Directors of the Company. The Non-Employee Director Plan is
administered by the Board of Directors. The following Directors have been
granted options under the Non-Employee Director Plan to date:
<TABLE>
<CAPTION>
NUMBER OF
SHARES UNDERLYING EXERCISE PRICE
DIRECTOR OPTIONS GRANTED GRANT DATE PER SHARE
---------------------------------- ----------------- ------------------ --------------
<S> <C> <C> <C>
Mr. Besier........................ 20,000 December 17, 1996 $ 12.125
Mr. Finley........................ 20,000 January 28, 1997 $ 11.75
Mr. Mohan......................... 20,000 September 26, 1996 $ 10.00
Mr. Roberts....................... 20,000 September 26, 1996 $ 10.00
</TABLE>
Each person who was a Director of the Company on the effective date of the
Company's initial public offering or became or will become a Director of the
Company thereafter, and who is not also an employee or officer of the Company,
was or shall be granted, on the date of such initial public offering or the date
on which he or she became or becomes a Director, whichever is later, an option
to purchase 20,000 shares of Common Stock, at an exercise price per share equal
to the then fair market value of the shares. No subsequent grants are permitted
to such individuals under the Non-Employee Director Plan. All options become
exercisable in five equal annual installments commencing one year after the date
of grant provided that the optionee then remains a Director at the time of
vesting of the installments. The right to exercise annual installments of
options will be reduced proportionately based on the optionee's actual
attendance at Directors' meetings if the optionee fails to attend at least 80%
of the Board of Directors' meetings held in any calendar year. The term of each
option will be for a period of ten years from the date of grant, unless sooner
terminated in accordance with the Non-Employee Director Plan. Options may not be
transferred except by will or by the laws of descent and distribution or
pursuant to a domestic relations order and are exercisable to the extent vested
at any time prior to the scheduled expiration date of the option. The
Non-Employee Director Plan terminates on the earlier of May 31, 2006 or at such
time as all shares of Common Stock currently or hereafter reserved for issuance
shall have been issued.
4
<PAGE> 8
EXECUTIVE OFFICERS
The following table identifies the current executive officers of the
Company:
<TABLE>
<CAPTION>
CAPACITIES IN IN CURRENT
NAME AGE WHICH SERVED POSITION SINCE
- ------------------------------ --- ------------------------------------ --------------
<S> <C> <C> <C>
Ashok Pandey.................. 39 Chairman of the Board, President, 1987
Chief Executive Officer and Director
Rajkumar Koneru............... 27 Executive Vice President and 1997
Director
Nagarjun Valluripalli......... 28 Executive Vice President and 1997
Director
Robert M. Olanoff(1).......... 40 Chief Financial Officer, Treasurer 1996
and Secretary
Paul W. Coombs(2)............. 41 Vice President -- Business Solutions 1997
Anthony Knight(3)............. 38 Vice President -- Sales and 1997
Marketing
</TABLE>
- ---------------
(1) Mr. Olanoff joined the Company in January 1996 and currently serves as its
Chief Financial Officer, Treasurer and Secretary. Prior to joining the
Company, from 1993 through 1995, Mr. Olanoff was Chief Financial Officer and
Vice President of InfoMed Holdings, Inc. From 1990 to 1993, he was
Controller of Execu-Flow Systems, Inc. Each company is a turnkey software
provider to the healthcare industry. Mr. Olanoff is a certified public
accountant.
(2) Mr. Coombs joined the Company in July 1994 and currently serves as Vice
President -- Business Solutions. From November 1993 through December 1994,
he was a Director of CBC Limited, a computer consulting company, of which he
was a principal shareholder. From July 1986 through November 1993, he was an
Associate -- Strategic Planning with Touche Ross & Co.
(3) Mr. Knight joined the Company in December 1996 and was named an executive
officer of the Company in February 1997. Mr. Knight currently serves as Vice
President -- Sales and Marketing. Prior to joining the Company, Mr. Knight
served in various sales and sales management positions from September 1995
to December 1996 with EDS, and from June 1991 to September 1995 with
Computer Sciences Corp. Both companies engage in outsourcing and systems
integration.
None of the Company's executive officers is related to any other executive
officer or to any Director of the Company. Executive officers of the Company are
elected annually by the Board of Directors and serve until their successors are
duly elected and qualified.
5
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION IN 1996 AND 1995
The following Summary Compensation Table sets forth information concerning
compensation for services in all capacities awarded to, earned by or paid to
each person who served as the Company's Chief Executive Officer at any time
during 1996 and each other executive officer of the Company whose aggregate cash
compensation exceeded $100,000 (collectively, the "Named Executives") and a key
employee of the Company during the years ended December 31, 1995 and 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPEN-
SATION
---------
ANNUAL COMPENSATION
---------------------------- AWARDS
OTHER ---------
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SATION OPTIONS SATION
($) ($) ($)(1) (#) ($)(2)
(a) (b) (c) (d) (e) (g) (i)
- ------------------------------------- ---- ------- ------ ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ashok Pandey......................... 1996 208,461 -- 12,290 -- 11,570
Chairman of the Board, President
and Chief Executive Officer(3) 1995 145,150 -- 18,367 -- 12,190
Rajkumar Koneru...................... 1996 141,667 -- 7,678 -- --
Executive Vice President(3) 1995 -- -- -- -- --
Nagarjun Valluripalli................ 1996 200,000 -- -- -- --
Executive Vice President(3) 1995 147,968 -- 19,727 -- 3,858
Robert M. Olanoff.................... 1996 91,316 10,000 -- 88,000 --
Chief Financial Officer, Treasurer 1995 -- -- -- -- --
and Secretary(3)(4)
Paul Coombs.......................... 1996 210,533 -- -- 132,000 --
Vice President -- 1995 148,588 -- -- -- --
Business Solutions(3)(5)
</TABLE>
- ---------------
(1) Represents car allowance payments by the Company and, in the case of each of
Ashok Pandey and Nagarjun Valluripalli, for 1995, includes certain
non-recurring personal expenses.
(2) Represents the value of insurance premiums paid by the Company with respect
to whole life insurance for the benefit of the Named Executive.
(3) Each of the Named Executives and the key employee has entered into an
employment agreement with the Company. See " -- Employment Agreements,
Change-In-Control Agreements, Indemnification Agreements, Non-Competition,
Non-Disclosure and Non-Solicitation Agreements."
(4) Mr. Olanoff joined the Company in January 1996.
(5) Paul Coombs served as Director of Business Solutions and was a key employee
of the Company in 1995 and 1996. Mr. Coombs was promoted to the position of
Vice President -- Business Solutions in February 1997.
6
<PAGE> 10
OPTION GRANTS IN 1996
The following table sets forth information concerning individual grants of
stock options made pursuant to the Company's 1996 Stock Plan (the "Plan") during
1996 to each of the Named Executives and a key employee. The Company has never
granted any stock appreciation rights.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------------------
PERCENT OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES IN EXERCISE OR EXPIRATION
NAME OPTIONS GRANTED FISCAL YEAR BASE PRICE DATE
(#)(1) (2) ($/SH)
(a) (b) (c) (d) (e)
---------------------------- -------------------- ------------------- ---------------- ----------
<S> <C> <C> <C> <C>
Ashok Pandey................ -- -- --
Rajkumar Koneru............. -- -- --
Nagarjun Valluripalli....... -- -- --
Robert M. Olanoff........... 88,000 17.5 8.00 7/11/06
Paul W. Coombs(3)........... 132,000 26.3 8.00 7/11/06
</TABLE>
- ---------------
(1) Such options were granted pursuant to the Company's 1996 Stock Plan. The
1996 Stock Plan was adopted by the Board of Directors and approved by the
shareholders of the Company on June 3, 1996, and became effective on July
12, 1996. A total of 1,450,000 shares are reserved for issuance upon the
exercise of options and/or stock purchase rights granted under the 1996
Stock Plan, 501,450 of which have been granted as of December 31, 1996.
Those eligible to receive stock option grants or stock purchase rights under
the 1996 Stock Plan include employees, non-employee Directors and
consultants. The 1996 Stock Plan is administered by the Option Committee of
the Board of Directors of the Company, which is comprised solely of
non-employee Directors. Subject to the provisions of the 1996 Stock Plan,
the administrator of the 1996 Stock Plan has the discretion to determine the
optionees and/or grantees, the type of options to be granted (incentive
stock options ("ISOs") or non-qualified stock options ("NQSOs")), the
vesting provisions, the terms of the grants and such other related
provisions as are consistent with the 1996 Stock Plan. The exercise price of
an ISO may not be less than the fair market value per share of the Common
Stock on the date of grant or, in the case of an optionee who beneficially
owns 10% or more of the outstanding capital stock of the Company, not less
than 110% of the fair market value per share on the date of grant. The
exercise price of a NQSO may not be less than 85% of the fair market value
per share of the Common Stock on the date of grant or, in the case of an
optionee who beneficially owns 10% or more of the outstanding capital stock
of the Company, not less than 110% of the fair market value per share on the
date of grant. The purchase price of shares issued pursuant to stock
purchase rights may not be less than 50% of the fair market value of such
shares as of the offer date of such rights. The options terminate not more
than ten years from the date of grant, subject to earlier termination on the
optionee's death, disability or termination of employment with the Company,
but provide that the term of any options granted to a holder of more than
10% of the outstanding shares of capital stock may be no longer than five
years. Options are not assignable or otherwise transferable except by will
or the laws of descent and distribution. In the event of a merger or
consolidation of the Company with or into another corporation or the sale of
all or substantially all of the Company's assets in which the successor
corporation does not assume outstanding options or issue equivalent options,
the Board of Directors of the Company is required to provide accelerated
vesting of outstanding options. The 1996 Stock Plan terminates on July 11,
2006 unless sooner terminated by the Board of Directors. Subsequent to
December 31, 1996, the Company granted options to purchase an aggregate of
459,000 shares of Common Stock, of which 396,000 were granted to Mr. Coombs
and 7,000 were granted to Mr. Knight on January 16, 1997.
(2) Based on an aggregate of 501,450 options granted to employees in 1996,
including options granted to the Named Executives.
7
<PAGE> 11
(3) Mr. Coombs served as Director of Business Solutions and was a key employee
of the Company in 1996. Mr. Coombs was promoted to the position of Vice
President -- Business Solutions in February 1997.
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
The following table sets forth information concerning each exercise of
options during 1996 by each of the Named Executives and a key employee and the
year-end number and value of unexercised options held by each of the Named
Executives and such key employee.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
SHARES (#) ($)(1)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
(#) ($)
(a) (b) (c) (d) (e)
- ------------------------------ ----------- -------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Ashok Pandey.................. -- -- -- / -- -- / --
Rajkumar Koneru............... -- -- -- / -- -- / --
Nagarjun Valluripalli......... -- -- -- / -- -- / --
Robert M. Olanoff............. -- -- -- / 88,000(2) -- / 264,000
Paul W. Coombs................ -- -- -- / 132,000(2) -- / 396,000
</TABLE>
- ---------------
(1) Based on a year-end fair market value of the underlying securities equal to
$11.00, less the exercise price for such shares.
(2) One third of such options became exercisable on January 12, 1997.
EMPLOYMENT AGREEMENTS, CHANGE-IN-CONTROL AGREEMENTS, INDEMNIFICATION AGREEMENTS,
NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENTS
Each of the Named Executives and a key employee of the Company entered into
a two-year employment agreement with the Company commencing June 1, 1996, and in
the case of Messrs. Koneru, Valluripalli and Coombs, such employment agreements
were amended as of February 18, 1997. Under the terms of their respective
agreements, Messrs. Pandey, Koneru, Valluripalli, Olanoff and Coombs currently
are entitled to an annual base salary of $200,000, $200,000, $200,000, $135,000
and $200,000, respectively, and bonuses, the amounts and payments of which are
within the discretion of the Compensation Committee of the Board of Directors.
In addition, the Company and Mr. Olanoff entered into a Change of Control
Severance Pay Agreement, dated June 1, 1996, pursuant to which the Company has
agreed, subject to certain restrictions, to pay Mr. Olanoff the equivalent of
six months salary in the event that Mr. Olanoff is terminated without cause if
there is a change in control of the Company. The Company has not entered into
any change-in-control agreement with any other employee.
The above described agreements require each individual to maintain the
confidentiality of Company information. In addition, each of such persons has
agreed that during the term of his respective agreement and thereafter for a
period of two years, such person will not compete with the Company in any state
or territory of the United States, or any other country, where the Company does
business by engaging in any capacity in any business which is competitive with
the business of the Company. The employment agreements also provide that for a
period of two years following the termination of employment, each such
individual shall not solicit the Company's customers or employees.
In addition to the foregoing employment contracts, the Company has executed
indemnification agreements with each of its executive officers and Directors
pursuant to which the Company has agreed to
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<PAGE> 12
indemnify such party to the full extent permitted by law, subject to certain
exceptions, if such party becomes subject to an action because such party is a
Director, officer, employee, agent or fiduciary of the Company.
Substantially all of the Company's employees have agreed, pursuant to
written agreement, not to compete with the Company, not to disclose Company
information and not to solicit Company employees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMMON STOCK
There are, as of February 28, 1997, approximately 90 holders of record and
700 beneficial holders of the Company's Common Stock. The following table sets
forth certain information, as of February 28, 1997, with respect to holdings of
the Company's Common Stock by (i) each person known by the Company to
beneficially own more than 5% of the total number of shares of Common Stock
outstanding as of such date, (ii) each of the Company's Directors (which
includes all nominees), each of the Company's Named Executives and a key
employee of the Company, and (iii) all Directors and officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(2)
- ------------------------------------------------------------- ----------------------- -----------
<S> <C> <C>
(i) Certain Beneficial Owners:
Ashok Pandey(3)(4)........................................... 2,202,221 20.5
Rajkumar Koneru(3)(4)........................................ 2,202,220 20.5
Nagarjun Valluripalli(3)(4).................................. 2,202,221 20.5
Summit Ventures IV, L.P. and Summit Investors III, L.P.(5)... 1,282,688 11.9
(ii) Directors (which includes all nominees) and Named
Executives who are not set forth above:
Klaus Besier................................................. -- --
David Finley................................................. -- --
Kevin P. Mohan(6)............................................ 1,282,688 11.9
Thomas S. Roberts(7)......................................... 1,282,688 11.9
Robert M. Olanoff(3)(8)...................................... 29,334 *
Paul W. Coombs(3)(9)(10)..................................... 44,000 *
(iii) All Directors and officers as a group (10
persons)(11).......................................... 7,962,684 73.7
</TABLE>
- ---------------
* Less than one percent.
(1) Except as set forth in the footnotes to this table and subject to
applicable community property law, 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 such shareholder.
(2) Applicable percentage of ownership is based on 10,735,600 shares of Common
Stock outstanding on February 28, 1997, plus any presently exercisable
stock options held by each such holder, and options which will become
exercisable within 60 days after February 28, 1997.
(3) The address for each of Messrs. Pandey, Koneru, Valluripalli, Olanoff and
Coombs is c/o Intelligroup, Inc., 517 Route One South, Iselin, New Jersey
08830.
(4) Ashok Pandey, Rajkumar Koneru, and Nagarjun Valluripalli, each has sole
power to vote or to direct the vote of and to dispose of or direct the
disposition of 2,202,221, 2,202,220, and 2,202,221 shares, respectively,
provided, however, that 63,889 of each such individual's shares are subject
to: (i) the terms and conditions of that certain Amended and Restated
Indemnification Agreement (the "Agreement") dated as of July 16, 1996, by
and among each of Ashok Pandey, Rajkumar Koneru and Nagarjun Valluripalli,
on the one hand, and the Company, on the other; (ii) that certain Pledge
Agreement, as contemplated by the Agreement, dated as of September 26, 1996
by Ashok Pandey, Rajkumar Koneru and Nagarjun Valluripalli; and (iii) that
certain Escrow Agreement, as contemplated by the Agreement,
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<PAGE> 13
dated as of September 26, 1996 by and among each of Ashok Pandey, Rajkumar
Koneru and Nagarjun Valluripalli, the Company and the Escrow Agent, defined
therein.
(5) Includes 1,218,554 shares and 64,134 shares of Common Stock owned by Summit
Ventures IV, L.P. and Summit Investors III, L.P., respectively. The address
of both entities is 600 Atlantic Avenue, Suite 2800, Boston, Massachusetts
02210.
(6) Kevin P. Mohan is a Principal of Summit Partners and, as such, has the
power to vote or direct the vote of and to dispose of or direct the
disposition of the shares owned by Summit Ventures IV, L.P. and Summit
Investors III, L.P. See Note 5. Mr. Mohan expressly disclaims beneficial
ownership of such shares, except as to his proportionate interest in Summit
Ventures IV, L.P. and Summit Investors III, L.P.
(7) Thomas S. Roberts is a General Partner of Summit Partners and, as such, has
the power to vote or direct the vote of and to dispose of or direct the
disposition of the shares owned by Summit Ventures IV, L.P. and Summit
Investors III, L.P. See Note 5. Mr. Roberts expressly disclaims beneficial
ownership of such shares, except as to his proportionate interest in Summit
Ventures IV, L.P. and Summit Investors III, L.P.
(8) Represents 29,334 shares of Common Stock underlying options which are
exercisable as of February 28, 1997 or sixty (60) days after such date.
Excludes 58,666 shares underlying options which become exercisable over
time after such period.
(9) Represents 44,000 shares of Common Stock underlying options which are
exercisable as of February 28, 1997 or sixty (60) days after such date.
Excludes 484,000 shares underlying options which become exercisable over
time after such period.
(10) Paul Coombs served as a Director of Business Solutions and was a key
employee of the Company in 1996. Mr. Coombs was promoted to the position of
Vice President -- Business Solutions in February 1997.
(11) Includes an aggregate of 73,334 shares of Common Stock underlying options
granted to individuals listed in the table which are exercisable as of
February 28, 1997 or within sixty (60) days after such date. Excludes
549,666 shares underlying options granted to executive officers and
Directors which become exercisable over time after such period, including
7,000 shares underlying options granted to Mr. Anthony Knight, who joined
the Company in 1996 and currently serves as Vice President -- Sales and
Marketing.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1994, the Company acquired all of the issued and outstanding
shares of Oxford Systems Inc., a New Jersey corporation ("Oxford"), from Messrs.
Koneru and Valluripalli, the co-founders of Oxford, in exchange for an aggregate
of a two-thirds equity interest in the Company. On December 31, 1996, Oxford was
merged into the Company and ceased to exist as a corporate entity.
Intelligroup Asia Private Limited ("Intelligroup Asia") is a corporation
organized pursuant to the laws of India and is wholly owned by Messrs. Pandey,
Koneru and Valluripalli, three of the principal shareholders of the Company.
Intelligroup Asia owns and operates the Advanced Development Center (the "ADC")
in Hyderabad, India for the sole and exclusive use and benefit of the Company
and all contracts and commercial arrangements of Intelligroup Asia are subject
to prior approval by the Company. The ADC is staffed with qualified and
experienced programmers, including those with SAP configuration expertise and
SAP's ABAP/4 programming capability. The Company utilizes the programmers at the
ADC, in conjunction with its consultants in the United States who are onsite at
customer locations, to provide its customers with savings in development and
implementation costs and time to project completion. The Company and Messrs.
Pandey, Koneru and Valluripalli have entered into an agreement pursuant to which
the Company will, subject to necessary Indian government approvals, acquire all
of the issued and outstanding shares of Intelligroup Asia for nominal
consideration when such shares may be transferred in accordance with the laws of
India.
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<PAGE> 14
In November 1996, the Company commenced operations in Singapore with the
incorporation of Intelligroup Singapore Private, Ltd. ("Intelligroup
Singapore"). Each of the Company and Rajkumar Koneru, an Executive Vice
President and Director of the Company, own 50% of Intelligroup Singapore.
In March 1996, Summit Ventures IV, L.P., guaranteed a $750,000 line of
credit obtained by the Company from a bank. All borrowings under such line of
credit were repaid by the Company in April 1996, upon consummation of the
financing described below.
In April 1996, the Company issued and sold five-year 9% subordinated
debentures in the aggregate principal amount of $6.0 million to Summit Ventures
IV, L.P. and Summit Investors III, L.P. In connection therewith, the Company
also issued warrants to purchase, for nominal consideration (less than $0.25 in
the aggregate), up to a maximum of 1,922,845 shares of Common Stock of the
Company. On September 26, 1996, based upon the Company's initial public offering
price of $10.00 per share, there were 1,364,000 shares of Common Stock
underlying the warrants. The warrants were exercised upon effectiveness of the
Company's initial public offering on such date. In connection with the sale of
subordinated debentures and warrants by the Company, the Company and Summit
Ventures IV, L.P. and Summit Investors III, L.P. executed a Registration Rights
Agreement (the "Rights Agreement") pursuant to which the Company granted certain
registration rights to such entities. Pursuant to the Rights Agreement, at any
time beginning six months after October 2, 1996, Summit Ventures IV, L.P. and
Summit Investors III, L.P. and their assignees have the right, subject to
certain restrictions set forth in the Rights Agreement, to require that the
Company register, under the Securities Act of 1933 (the "Securities Act"), the
Registrable Securities, as defined in the Rights Agreement (the "Registrable
Securities"), requested by such holders at the Company's expense (on no more
than two occasions). Under the Rights Agreement, the Company is obligated to use
its best efforts to qualify for registration of securities on Form S-3 under the
Securities Act. After the Company has qualified for the use of Form S-3, the
holders of Registrable Securities have the right to an unlimited number of
registrations on such form. The Company is not, however, required to effect the
registration on a Form S-3 more than once in any six-month period, or if the
aggregate market value of such securities to be registered is less than $1.0
million. Also pursuant to the Rights Agreement, if, at any time following the
Company's initial public offering, the Company proposes to register any of its
Common Stock under the Securities Act for sale to the public, the holders of the
Registrable Securities have unlimited piggyback registration rights at the
Company's expense, subject to certain restrictions set forth in the Rights
Agreement. In addition, the Company has agreed to indemnify the holders of such
registration rights and each underwriter in any such offering against certain
liabilities, including liabilities under the Securities Act. In addition, each
of Messrs. Pandey, Koneru and Valluripalli have granted Summit Ventures IV, L.P.
and Summit Investors III, L.P. certain rights of co-sale in the event that such
individuals propose to sell their shares of Common Stock. In October 1996, the
Company prepaid in full the amounts outstanding under the subordinated
debentures, including accrued interest, with a portion of the net proceeds from
its initial public offering.
Following the issuance and sale of the subordinated debentures and in
connection therewith, in April 1996, the Company repurchased from Messrs.
Pandey, Koneru and Valluripalli an aggregate of 4,881,066 shares of Common Stock
for an aggregate cash payment of $1.5 million, or $500,000 to each such
shareholder, at a price per share equal to $0.31. The repurchased shares were
canceled upon consummation of such transaction. The debenture transaction was
consummated, in part, to allow Messrs. Pandey, Koneru and Valluripalli to
diversify their portfolios and achieve a degree of liquidity.
Subsequent to December 31, 1995, the Company determined that it had
unrecorded and unpaid federal and state payroll-related taxes for certain
employees. As a result of the Company's voluntary disclosure to the Internal
Revenue Service of certain unpaid tax liabilities, on June 5, 1996, the Company
received an audit assessment from the Internal Revenue Service for unpaid 1994
and 1995 federal income tax withholding, FICA and FUTA taxes in the aggregate
amount of $814,000, of which approximately $800,000 was paid in 1996. No
interest or penalties were assessed. Reserves, aggregating $1.0 million,
including the amount of the Internal Revenue Service audit assessment, were
recorded at December 31, 1995. No assurance may be given, however, that
interest, penalties or additional state or federal taxes will not be assessed in
the future. The Company's principal shareholders, Messrs. Pandey, Koneru and
Valluripalli have agreed to indemnify the Company for any and all losses which
the Company may sustain, in excess of the $1.0 million reserve, net of
11
<PAGE> 15
any tax benefits realized by the Company, arising from or relating to federal or
state tax, interest or penalty payment obligations resulting from the above
subject matter.
The Board of Directors of the Company has adopted a policy requiring that
any future transactions between the Company and its officers, Directors,
principal shareholders and their affiliates be on terms no less favorable to the
Company than could be obtained from unrelated third parties. In addition, New
Jersey law requires that any such transactions be approved by a majority of the
disinterested members of the Company's Board of Directors.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has, subject to shareholder approval,
retained Arthur Andersen LLP as independent auditors of the Company for the year
ending December 31, 1997. Arthur Andersen LLP also served as independent
auditors of the Company for 1996. Neither the accounting firm nor any of its
members has any direct or indirect financial interest in or any connection with
the Company in any capacity other than as auditors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
FOR THE YEAR ENDING DECEMBER 31, 1997.
One or more representatives of Arthur Andersen LLP is expected to attend
the Meeting and to have an opportunity to make a statement and/or respond to
appropriate questions from shareholders.
On December 15, 1995, the Company retained Arthur Andersen LLP to act as
its independent public accountants and informed the prior auditors, Amper,
Politziner & Mattia, the Company's independent accountants since January 1995,
of its decision. In connection with its audit of the consolidated financial
statements for the year ended December 31, 1994, there were no disagreements
with the prior auditors on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures. The prior
auditors' report on the Company's consolidated financial statements for the year
ended December 31, 1994 contained no adverse opinion or disclaimer of opinion
and was not modified or qualified as to uncertainty, audit scope, or accounting
principles. The decision to change accountants was approved by the Board of
Directors of the Company. Prior to retaining Arthur Andersen LLP, the Company
had not consulted with Arthur Andersen LLP regarding accounting principles.
SHAREHOLDERS' PROPOSALS
Shareholders who wish to submit proposals for inclusion in the Company's
proxy statement and form of proxy relating to the 1998 Annual Meeting of
Shareholders must advise the Secretary of the Company of such proposals in
writing by December 12, 1997.
OTHER MATTERS
The Board of Directors is not aware of any matter to be presented for
action at the Meeting other than the matters referred to above and does not
intend to bring any other matters before the Meeting. However, if other matters
should come before the Meeting, it is intended that holders of the proxies will
vote thereon in their discretion.
GENERAL
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, whose notice of meeting is attached to this Proxy
Statement, and the entire cost of such solicitation will be borne by the
Company.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone and telegram by Directors, officers and other employees of
the Company who will not be specially compensated for these
12
<PAGE> 16
services. The Company will also request that brokers, nominees, custodians and
other fiduciaries forward soliciting materials to the beneficial owners of
shares held of record by such brokers, nominees, custodians and other
fiduciaries. The Company will reimburse such persons for their reasonable
expenses in connection therewith.
Certain information contained in this Proxy Statement relating to the
occupations and security holdings of Directors and officers of the Company is
based upon information received from the individual Directors and officers.
INTELLIGROUP, INC. WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS REPORT ON
FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1996, INCLUDING FINANCIAL STATEMENTS
AND SCHEDULES THERETO BUT NOT INCLUDING EXHIBITS, TO EACH OF ITS SHAREHOLDERS OF
RECORD ON APRIL 3, 1997, AND TO EACH BENEFICIAL SHAREHOLDER ON THAT DATE UPON
WRITTEN REQUEST MADE TO THE SECRETARY OF THE COMPANY. A REASONABLE FEE WILL BE
CHARGED FOR COPIES OF REQUESTED EXHIBITS.
PLEASE DATE, SIGN AND RETURN THE PROXY CARD AT YOUR EARLIEST CONVENIENCE IN
THE ENCLOSED RETURN ENVELOPE. A PROMPT RETURN OF YOUR PROXY CARD WILL BE
APPRECIATED AS IT WILL SAVE THE EXPENSE OF FURTHER MAILINGS.
By Order of the Board of Directors
/s/ Robert M. Olanoff
Robert M. Olanoff,
Secretary
Iselin, New Jersey
April 11, 1997
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<PAGE> 17
INTELLIGROUP, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby constitutes and appoints Ashok Pandey and
Robert M. Olanoff, and each of them, his or her true and lawful agent and proxy
with full power of substitution in each, to represent and to vote on behalf of
the undersigned all of the shares of Common Stock of Intelligroup, Inc. (the
"Company") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Company to be held at the Sheraton Hotel, 515 Route One
South, Iselin, New Jersey at 10:00 A.M., local time, on Monday, May 12, 1997
and at any adjournment or adjournments thereof, upon the following proposals
more fully described in the Notice of Annual Meeting of Shareholders and Proxy
Statement for the Meeting (receipt of which is hereby acknowledged).
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS
Nominees: Ashok Pandey, Rajkumar Koneru, Nagarjun
Valluripalli, Klaus Besier, David Finley, Kevin P. Mohan, and
Thomas S. Roberts
(Mark one only)
VOTE FOR all the nominees listed above; except vote withheld from the following
nominees (if any). To withhold authority for any individual nominated, write
that nominee's name in the space provided below.
/ /
- ---------------------------------------------------------------------
VOTE WITHHELD from all nominees. / /
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 18
2. APPROVAL OF PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS
THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 1997.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In his discretion, the proxy is authorized to vote upon other matters
as may properly come before the Meeting.
Dated: __________________________________
_________________________________________
Signature of Shareholder
_________________________________________
Signature of Shareholder if held jointly
I will [ ] will not [ ] attend the Meeting.
NOTE: THIS PROXY MUST BE SIGNED EXACTLY AS THE NAME APPEARS HEREON. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. IF THE SIGNER IS A CORPORATION,
PLEASE SIGN FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER, GIVING FULL TITLE
AS SUCH. IF THE SIGNER IS A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE.
