<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted
[X] Definitive Proxy Statement by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
NMT Medical, 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:
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(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:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
NMT MEDICAL, INC.
27 Wormwood Street
Boston, Massachusetts 02210-1625
Notice of 2000 Annual Meeting of Stockholders
To Be Held on Friday, August 18, 2000
The 2000 Annual Meeting of Stockholders of NMT Medical, Inc. (the "Company")
will be held at the Company's offices at 27 Wormwood Street, Boston,
Massachusetts 02210, on Friday, August 18, 2000 at 9:00 a.m., local time, to
consider and act upon the following matters:
1. To elect six members of the Board of Directors, each to serve for a one-
year term; and
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on June 23, 2000 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
William J. Knight, Secretary
Boston, Massachusetts
July 17, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER
TO ENSURE REPRESENTATION OF YOUR SHARES AT THE MEETING. NO POSTAGE NEED BE
AFFIXED IF THE PROXY IS MAILED IN THE UNITED STATES.
<PAGE>
NMT MEDICAL, INC.
27 Wormwood Street
Boston, Massachusetts 02210-1625
Proxy Statement for the
2000 Annual Meeting of Stockholders
To Be Held on August 18, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of NMT Medical, Inc. (the "Company") for use
at the 2000 Annual Meeting of Stockholders to be held at the Company's offices
at 27 Wormwood Street, Boston, Massachusetts, on Friday, August 18, 2000 and
at any adjournment of that meeting (the "Annual Meeting"). All proxies will be
voted in accordance with the stockholders' instructions, and if no choice is
specified, the proxies will be voted in favor of the matters set forth in the
accompanying Notice of Meeting. Any proxy may be revoked by a stockholder at
any time before its exercise by delivery of written revocation or a
subsequently dated proxy to the Secretary of the Company or by voting in
person at the Annual Meeting.
At the close of business on June 23, 2000, the record date for the
determination of stockholders entitled to vote at the Annual Meeting, there
were outstanding and entitled to vote an aggregate of 10,921,721 shares of
Common Stock of the Company, par value $.001 per share (the "Common Stock"),
constituting all of the outstanding voting stock of the Company. Each share
entitles the record holder to one vote on each of the matters to be voted upon
at the Annual Meeting.
The Company's Annual Report for the year ended December 31, 1999 is being
mailed to stockholders with the mailing of this Notice and Proxy Statement on
or about July 17, 2000.
A copy of the Company's Annual Report on Form 10-K, as amended, for the year
ended December 31, 1999, as filed with the Securities and Exchange Commission,
except for exhibits, will be furnished without charge to any stockholder upon
written request to the Chief Financial Officer, NMT Medical, Inc., 27 Wormwood
Street, Boston, Massachusetts 02210-1625. Exhibits will be provided upon
written request and payment of an appropriate processing fee.
Votes Required
The holders of a majority of the shares of Common Stock issued and
outstanding and entitled to vote at the Annual Meeting shall constitute a
quorum for the transaction of business at the Annual Meeting. Shares of Common
Stock present in person or represented by proxy (including shares which
abstain or do not vote with respect to one or more of the matters presented
for stockholder approval) will be counted for purposes of determining whether
a quorum is present at the Annual Meeting.
The affirmative vote of the holders of a plurality of the shares of Common
Stock voting on the matter is required for the election of directors.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that
they do not have discretionary authority to vote such shares as to a
particular matter, will not be voted in favor of such matter and also will not
be counted as shares voting or votes cast on such matter. Accordingly,
abstentions and "broker non-votes" will have no effect on the voting on a
matter that requires the affirmative vote of a plurality of the shares voting
or votes cast on such matter.
<PAGE>
Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of May 31, 2000 with
respect to the beneficial ownership of the Common Stock by (i) each person
known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each director and nominee for director of the
Company, (iii) each executive officer of the Company named in the Summary
Compensation Table set forth under the caption "Executive Compensation" below
and (iv) all directors and executive officers of the Company as of
May 31, 2000 as a group:
<TABLE>
<CAPTION>
Percentage
Number of of
Shares Outstanding
Beneficially Common
Name and Address of Beneficial Owner(1) Owned(2) Stock(3)
--------------------------------------- ------------ -----------
<S> <C> <C>
Entities affiliated with J.H. Whitney & Co.(4)...... 2,529,010 23.10%
177 Broad Street
Stamford, CT 06901
C. Leonard Gordon(5)................................ 786,988 7.06%
c/o Immunotherapy Inc.
360 Lexington Avenue
New York, NY 10017
State of Wisconsin Investment Board................. 677,500 6.20%
P.O. Box 7842
Madison, WI 53707
Dimensional Fund Advisors Inc.(6)................... 659,600 6.04%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Fletcher Spaght, Inc.(7)............................ 587,352 5.34%
222 Berkeley Street
Boston, MA 02116-3761
Morris Simon, M.D.(8)............................... 184,823 1.69%
8 Otis Place
Boston, MA 02108
R. John Fletcher(9)................................. 17,500 *
c/o Fletcher Spaght, Inc.
222 Berkeley Street
Boston, MA 02116-3761
Jeffrey R. Jay, M.D.(10)............................ 17,500 *
c/o J.H. Whitney & Co.
177 Broad Street
Stamford, CT 06901
Robert A. Van Tassel, M.D.(11)...................... 16,250 *
c/o Minneapolis Cardiology Associates
920 East 28th Street
Minneapolis, MN 55047
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Percentage
Number of of
Shares Outstanding
Beneficially Common
Name and Address of Beneficial Owner(1) Owned(2) Stock(3)
--------------------------------------- ------------ -----------
<S> <C> <C>
Jeffrey F. Thompson(12)........................... 3,056 *
c/o J.H. Whitney & Co.
177 Broad Street
Stamford, CT 06901
Thomas M. Tully(13)............................... 440,841 3.88%
David A. Chazanovitz(14).......................... 160,595 1.45%
William J. Knight(15)............................. 14,899 *
All current directors and executive officers of
the Company as a group (10 persons)(16).......... 1,733,574 14.55%
</TABLE>
--------
* Less than 1%
(1) Except as otherwise indicated, the address of each beneficial owner is
c/o NMT Medical, Inc., 27 Wormwood Street, Boston, MA 02210-1625.
(2) The number of shares of Common Stock beneficially owned by each director
or executive officer is determined under the rules of the Securities and
Exchange Commission, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days after May 31, 2000
through the exercise of any stock option or other right. Unless otherwise
indicated, each person has sole investment and voting power (or shares
such power with his spouse) with respect to the shares set forth in the
table. The inclusion herein of any shares deemed beneficially owned does
not constitute an admission of beneficial ownership of those shares.
(3) The number of shares deemed outstanding for purposes of calculating these
percentages is comprised of the 10,921,721 shares of Common Stock
outstanding on May 31, 2000, plus any shares of Common Stock issuable to
the person in question within 60 days after May 31, 2000 upon exercise of
stock options or any other rights held by such person.
(4) The number of shares owned by J.H. Whitney & Co., a New York limited
partnership ("Whitney"), and entities affiliated with Whitney, consists
of 1,829,010 shares held of record by Whitney Equity Partners, L.P., a
Delaware limited partnership ("Equity Partners"), 561,207 shares held of
record by Whitney Subordinated Debt Fund, L.P., a Delaware limited
partnership ("Debt Fund"), and 113,793 shares held of record by Whitney.
Also includes warrants to purchase 25,000 shares of Common Stock at an
exercise price of $3.41 per share held by Whitney. Each of Whitney,
Equity Partners and Debt Fund disclaims beneficial ownership of the
shares held by the other two partnerships. Excludes shares held of record
by Mr. Thompson and Dr. Jay. See Notes 10 and 12.
(5) Mr. Gordon's shares are all owned jointly with his wife, except for
25,500 shares held in his wife's name. Also includes 221,081 shares of
Common Stock issuable to Mr. Gordon within 60 days after May 31, 2000
upon exercise of stock options.
(6) This information is derived from information provided as of March 31,
2000 by Dimensional Fund Advisors Inc. ("Dimensional"), an investment
advisor registered under Section 203 of the Investment Advisors Act of
1940, furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other investment vehicles,
3
<PAGE>
including commingled group trusts (these investment companies and
investment vehicles are the "Portfolios"). In its role as investment
advisor and investment manager, Dimensional possesses both voting and
investment power over 659,600 shares of Common Stock as of March 31, 2000.
The Portfolios own all securities reported in this statement, and
Dimensional disclaims beneficial ownership of such securities.
(7) Consists of an aggregate of 504,023 shares and warrants to purchase
83,329 shares of Common Stock at an exercise price of $2.15 per share
held by Fletcher Spaght, Inc., of which Mr. Fletcher is the founder,
Chief Executive Officer and a principal stockholder.
(8) Includes 39,472 shares of Common Stock issuable to Dr. Simon within 60
days after May 31, 2000 upon exercise of stock options. Also includes
26,315 shares which Dr. Simon owns jointly with his wife and 52,630
shares held in his name, Dr. Simon disclaims beneficial ownership of
66,406 shares owned by his wife.
(9) Consists of 17,500 shares of Common Stock issuable to Mr. Fletcher within
60 days after May 31, 2000 upon exercise of stock options.
(10) Consists of 17,500 shares of Common Stock issuable to Dr. Jay within 60
days after May 31, 2000 upon exercise of stock options. Dr. Jay is a
managing member of J.H. Whitney Equity Partners, L.L.C., the general
partner of Equity Partners, and a general partner of both Debt Fund and
Whitney. Dr. Jay disclaims beneficial ownership of the shares held by
Equity Partners, Debt Fund and Whitney, except to the extent of his
proportionate pecuniary interests in these funds or these entities.
(11) Consists of 16,250 shares of Common Stock issuable to Dr. Van Tassel
within 60 days after May 31, 2000 upon exercise of stock options.
(12) Consists of 3,056 shares of Common Stock issuable to Mr. Thompson within
60 days after May 31, 2000 upon exercise of stock options. Mr. Thompson
is Vice President of Whitney and disclaims beneficial ownership of the
shares held by Whitney, Equity Partners and Debt Fund, except to the
extent of his proportionate pecuniary interests in these funds or these
entities.
(13) Includes 437,815 shares of Common Stock issuable to Mr. Tully within 60
days after May 31, 2000 upon exercise of stock options. Mr. Tully
resigned as President and Chief Executive Officer and a director on April
8, 2000. Mr. Tully continues to perform certain services for the Company
as a part-time employee.
(14) Includes 108,159 shares of Common Stock issuable to Mr. Chazanovitz
within 60 days after May 31, 2000 upon exercise of stock options and
warrants to purchase 28,489 shares of Common Stock at an exercise price
of $2.15 per share.
(15) Includes 13,500 shares of Common Stock issuable to Mr. Knight within 60
days after May 31, 2000 upon exercise of stock options.
(16) Includes an aggregate of 993,944 shares of Common Stock issuable upon
exercise of stock options and warrants within 60 days after May 31, 2000
that are held by all current directors and executive officers as of May
31, 2000 as a group and by Mr. Tully.
ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to elect as directors the
six nominees listed below, each to serve for a one-year term, unless authority
to vote for the election of any or all of the nominees is withheld by marking
the proxy to that effect. All of the nominees have indicated their willingness
to serve, if elected, but if
4
<PAGE>
any should be unable or unwilling to serve, proxies may be voted for a
substitute nominee designated by the Board of Directors.
The Company currently has a seven member Board of Directors. Following the
election of the nominees listed below there will be a vacancy on the Board of
Directors. The members of the Board of Directors will be entitled to fill the
vacancy. The proxies mailed with this proxy statement cannot be voted for a
greater number of persons than the nominees named in this proxy statement.
Nominees
Set forth below for each nominee are his name and age, his position(s) with
the Company, his principal occupation and business experience during the past
five years, and, where applicable, the year of his first election as a
director of the Company:
Morris Simon, M.D., age 74, a co-founder of the Company, has been a director
and the Scientific Director of the Company since 1986. Dr. Simon currently
provides consulting services to the Company. Since 1973, Dr. Simon has been a
Chairman and Director of Clinical Radiology at Boston's Beth Israel Hospital,
now Beth Israel Deaconess Medical Center. Since 1976, he has been a Professor
of Radiology at Harvard Medical School and in 1997 became Professor Emeritus.
The Company is an outgrowth of his pioneering research on the medical
potential of the thermal shape-memory alloy, nitinol, initiated in his
laboratory at Beth Israel Hospital.
C. Leonard Gordon, age 70, served as Acting President and Chief Executive
Officer of the Company from April 2000 until May 2000 when he was appointed
Managing Director of the Company. A co-founder of the Company, Mr. Gordon
served as the Company's Chief Executive Officer and President, from August
1990 to January 1996 and as Chairman of the Board from January 1996 until
January 1998. Mr. Gordon has served as a director of the Company since its
inception in 1986. Mr. Gordon has been engaged in venture capital enterprises
for more than ten years, particularly in the field of new medical technologies
and devices. He was co-founder and Chief Executive Officer of (i) Oxigene,
Inc. a publicly-traded company engaged in the design and development of drugs
and (ii) Biofield Corp., a publicly-traded medical device company that has
developed a breast cancer detection system. Mr. Gordon served as Chairman of
the Board and Chief Executive Officer of Immunotherapy Inc., a privately-held
biotechnology company and as President and Chief Executive Officer of Vacold
LLC, a developmental biotechnology company.
R. John Fletcher, age 54, has been a director of the Company since January
1996. In May 2000, he was appointed Co-Chief Executive Officer of the Company
as part of the Company's interim management team until a new Chief Executive
Officer is hired to fill the vacancy created by Mr. Tully's resignation on
April 8, 2000. Mr. Fletcher is the founder and Chief Executive Officer of
Fletcher Spaght, Inc., a management consulting company which specializes in
strategic development for health care and high technology businesses
("Fletcher Spaght"). Prior to founding Fletcher Spaght, Inc. in 1983, he was a
senior member of The Boston Consulting Group, a management consulting company.
From April 1995 to February 1996, Mr. Fletcher was the Chairman of the Board
of InnerVentions, Inc., a wholly-owned subsidiary of Fletcher Spaght, Inc.
("InnerVentions") which the Company acquired in February 1996. Mr. Fletcher is
a director of AutoImmune, Inc., a biotechnology company developing orally
administered pharmaceutical products and Fischer Imaging Corporation, a
medical device company.
Jeffrey R. Jay, M.D., age 42, has been a director of the Company since March
1996 and served as Chairman of the Board since 1998. In May 2000, he was
appointed Co-Chief Executive Officer of the Company as part of the Company's
interim management team until a new Chief Executive Officer is hired to fill
the
5
<PAGE>
vacancy created by Mr. Tully's resignation on April 8, 2000. Since September
1993, he has been a General Partner of J.H. Whitney & Co., a venture capital
investment partnership. Dr. Jay is also a director of Advance Paradigm, Inc.,
a pharmaceutical benefits manager, CareScience, Inc., an Internet-based tools
provider in the healthcare industry, and Niku Corporation, an Internet
software company.
Jeffrey F. Thompson, age 41, has been a director of the Company since June
1999. Mr. Thompson has been Vice President of J.H. Whitney & Co., a venture
capital investment partnership, since August 1998. From 1981 until joining
J.H. Whitney & Co., Mr. Thompson worked in various aspects of commercial
banking, most recently as a Senior Vice President of Transamerica Business
Credit Corp., a financial services company, from March 1997 to August 1998.
From September 1996 to March 1997, Mr. Thompson served as Manager for NYNEX
Credit Corp., a financial services company. From January 1992 to October 1995,
Mr. Thompson served as Vice President for Heller Financial, Inc., a financial
services company.
Robert A. Van Tassel, M.D., age 61, has been a director of the Company since
March 1997. Dr. Van Tassel is a Board-certified cardiologist and has been
practicing as a consulting cardiologist at the Minneapolis Heart Institute at
Abbott Northwestern Hospital in Minneapolis since 1970. He is currently
Chairman of the Abbott Northwestern Hospital Cardiovascular Services Division
and a member of the Board of Directors of both Abbott Northwestern Hospital
and Medica Health Plan. Dr. Van Tassel has also served as a Clinical Professor
of Medicine at the University of Minnesota since 1972. In addition, Dr. Van
Tassel was a founder of the Minneapolis Heart Institute and past President of
the Institute's Foundation. Dr. Van Tassel was also a founder of AngioMedics
Inc., a medical device company which was purchased by Pfizer Corporation in
1986. Dr. Van Tassel is also a director of Boston Advanced Technologies, Inc.,
a high-tech company producing precision sensor technology, AngioMedics II, a
medical technology company, Illuminex, a start-up company in the field of
restenosis, and ProMedicus, a medical information company. He is a Principal
in TriCardia, LLC, a life sciences consulting company.
In connection with the acquisition by the Company of the CardioSEAL Septal
Occluder technology in 1996 from InnerVentions, the Company agreed to use its
best efforts to nominate a designee of Fletcher Spaght as a director of the
Company, and certain of the Company's stockholders agreed to vote their shares
of Common Stock in favor of such designee. Fletcher Spaght's designee, R. John
Fletcher, the founder and Chief Executive Officer of Fletcher Spaght, was
first elected to the Board of Directors of the Company in January 1996 and has
served on the Board of Directors of the Company since that time.
In connection with the Company's 1996 preferred stock financing, in which
Whitney Equity Partners, L.P. ("Equity Partners") purchased 1,829,010 shares
(on a common stock equivalent basis) of the Company's capital stock, certain
of the Company's stockholders agreed to vote their shares of Common Stock in
favor of two Board designees of Equity Partners. Equity Partners' designees
are Jeffrey R. Jay, M.D. and Jeffrey F. Thompson. Dr. Jay was initially
elected to the Board of Directors of the Company in March 1996 and has served
on the Board of Directors of the Company since that time. Mr. Thompson was
initially elected to the Board of Directors of the Company in June 1999 and
has served on the Board of Directors of the Company since that time.
There are no family relationships among any of the executive officers and
director nominees of the Company.
Board and Committee Meetings
The Board of Directors met 12 times during 1999. Each director attended at
least 75% of the meetings of the Board and of the committees on which he then
served.
6
<PAGE>
The Board of Directors has a standing Audit Committee, which is responsible
for reviewing the scope and results of the annual audit, discussing the
Company's internal accounting control policies and procedures and considering
and recommending the selection of the Company's independent auditors. The
current members of the Audit Committee are Messrs. Gordon, Thompson and
Fletcher, each a non-employee director. The Audit Committee held two meetings
during 1999.
The Board of Directors has a standing Compensation Committee, which is
responsible for reviewing the Company's overall compensation policies and
setting the compensation of the Company's executive officers. The current
members of the Compensation Committee are Mr. Gordon and Dr. Jay. Mr. Tully
also served on the Compensation Committee until his resignation from the Board
of Directors on April 8, 2000. The Compensation Committee held three meetings
during 1999.
The Board of Directors has a standing Stock Option Committee, which
administers the Company's stock option plans. The current members of the Stock
Option Committee are Mr. Fletcher and Dr. Jay. The Stock Option Committee held
three meetings during 1999.
The Board of Directors has a standing Independent Committee, which monitors
the performance of the Company's investment in Image Technologies Corporation
and provides oversight where a potential conflict of interest exists. The
current members of the Independent Committee are Drs. Jay and Van Tassel and
Mr. Fletcher. The Independent Committee held three meetings during 1999.
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee is comprised of three members,
including two of the Company's non-employee directors. The current members are
Mr. Gordon and Dr. Jay. Mr. Tully, the Company's former President and Chief
Executive Officer, also served on the Compensation Committee until his
resignation from the Board of Directors on April 8, 2000. No executive officer
of the Company has served as a director or member of the compensation
committee (or other committee serving an equivalent function) of any other
entity, whose executive officers served as a director or member of the
Compensation Committee of the Company.
Director Compensation
Each non-employee director of the Company, not otherwise compensated by the
Company, receives a fee of $2,000 for attendance at each Board meeting. During
1999, the fee for attendance at each Board meeting was $1,000. All directors
receive reimbursement of travel expenses incurred in connection with their
attendance at Board and Committee meetings.
In 1996, the Board of Directors adopted, and the stockholders approved, the
1996 Stock Option Plan for Non-Employee Directors (the "1996 Directors' Stock
Plan"), which provides for the issuance of a maximum of 150,000 shares of
Common Stock. On the effective date of the 1996 Directors' Stock Plan, each
non-employee director of the Company who did not otherwise receive
compensation from the Company received an option to purchase 10,000 shares of
Common Stock. In addition, the 1996 Directors' Stock Plan also provides for an
initial option grant to purchase 10,000 shares of Common Stock to each new
non-employee director upon his or her initial election to the Board of
Directors. These options vest in equal monthly installments over a three-year
period. In addition to this initial grant, the 1996 Directors' Stock Plan
provides for annual grants of stock options to purchase 2,500 shares of Common
Stock to each eligible director, other than to a director who receives an
initial grant of options in the same year. These options become fully vested
six months after the date of grant. The exercise price of options granted
under the 1996 Directors' Stock Plan will equal the fair market value of the
Common Stock on the date of grant. In the event an optionee ceases to serve as
a director, each option may be exercised by the optionee for the portion then
exercisable at any time within one year after the optionee ceases to serve as
a director of the Company.
7
<PAGE>
Executive Compensation
Summary Compensation Table
The following table sets forth certain information concerning the
compensation for each of the last three fiscal years for the Company's Chief
Executive Officer and its two other most highly compensated executive officers
whose total annual salary and bonus exceeded $100,000 in the fiscal year ended
December 31, 1999 (collectively, the "Named Executives").
<TABLE>
<CAPTION>
Long-Term
Compensation
Awards
------------
Number of
Annual Securities
Compensation Underlying
--------------------- Stock All Other
Salary Bonus Options Compensation
Name and Principal Position Year ($) ($) (#)(1)(2) ($)(3)
--------------------------- ---- -------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Thomas M. Tully.............. 1999 $292,614 $11,666 100,000 $ --
Former President and Chief 1998 249,760 -- 3,225 --
Executive Officer(4)
1997 216,426 57,500 50,000(ITC) --
David A. Chazanovitz......... 1999 191,946 -- -- --
President, NMT Neurosciences 1998 196,410 -- 3,225 --
Division
1997 171,085 19,000 15,000 --
William J. Knight............ 1999 160,414 9,000 16,750 --
Vice President-Finance 1998 42,000 20,000 51,000 --
and Administration, Chief
Financial Officer(5)
</TABLE>
--------
(1) The Company has never granted any stock appreciation rights.
(2) In addition to receiving options to purchase Common Stock of the Company,
certain of the Named Executives have been granted options to purchase
Common Stock of Image Technologies Corporation, an affiliate of the
Company (designated in the table as "ITC"), as compensation for service to
ITC in capacities other than as an executive officer of the Company. The
options vest in four equal annual installments commencing on the date of
grant. The vesting of these options is subject to acceleration in the
event of any change of control of ITC.
(3) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where such perquisites and other
personal benefits constituted less than the lesser of $50,000 or ten
percent of the total of annual salary and bonus for the Named Executives
for the fiscal year.
(4) Mr. Tully resigned as President and Chief Executive Officer and as a
member of the Board of Directors of the Company on April 8, 2000. Mr.
Tully continues to perform certain services for the Company as a part-time
employee.
(5) The 1998 bonus was paid to Mr. Knight as a signing bonus upon his
commencement of employment with the Company in September 1998. Mr. Knight
was granted an option to purchase 16,750 shares of Common Stock at an
exercise price of $4.94 per share in February 2000 as a 1999 bonus. In May
2000, Mr. Knight was appointed Co-President, along with Randall W. Davis,
the Company's Vice President of Sales and Marketing, Septal Repair
Division, as part of the Company's interim management team following Mr.
Tully's resignation in April 2000.
8
<PAGE>
Option Grants in Last Fiscal Year
The following table sets forth certain information concerning grants of
stock options made during the year ended December 31, 1999 to each of the
Named Executives.
<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------
Potential
Realizable Value
Percentage at Assumed Annual
Number of of Total Rates of Stock
Securities Options Price
Underlying Granted to Exercise or Appreciation for
Options Employees Base Price Option Term(2)
Granted in Fiscal per Share Expiration -----------------
Name (#) Year (%) ($/share)(1) Date 5%($) 10%($)
---- ---------- ---------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Thomas M. Tully......... 100,000 35.5% $4.38 1/19/09 $275,000 $698,000
David A. Chazanovitz.... -- -- -- -- -- --
William J. Knight(3).... -- -- -- -- -- --
</TABLE>
--------
(1) The exercise price is equal to the fair market value of the Company's
Common Stock on the date of grant.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. The gains shown are net of the option exercise price, but
do not include deductions for taxes or other expenses associated with the
exercise of the option or the sale of the underlying shares. Actual gains,
if any, on stock option exercises will depend on the future performance of
the Common Stock, the option holder's continued employment through the
option period and the date on which the options are exercised.
(3) Excludes Mr. Knight's option to purchase 16,750 shares of Common Stock at
an exercise price of $4.94 per share which was granted in February 2000 as
a 1999 bonus.
9
<PAGE>
Aggregated Option Exercises in Last Fiscal
Year and Fiscal Year-End Option Values
The following table sets forth, for each Named Executive, the number of
shares of Common Stock acquired upon exercise of options during the fiscal
year ended December 31, 1999, the aggregate dollar value realized upon such
exercise and the number and value of unexercised options held by each Named
Executive on December 31, 1999.
<TABLE>
<CAPTION>
Number
of Shares
Acquired Number of Securities
on Value Underlying Unexercised Value of Unexercised
Exercise Realized Options at December 31, In-the-Money Options at
Name (#) ($)(1) 1999(#) December 31, 1999 ($)(2)
---- --------- -------- ------------------------- -------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas M. Tully(3)...... -- $-- 412,815 110,000 $192,105 $ --
David A.
Chazanovitz(4)......... -- -- 104,409 33,289 57,439 11,526
William J. Knight(5).... -- -- 13,500 37,500 -- --
</TABLE>
--------
(1) Represents the difference between the exercise price and the fair market
value of the Common Stock on the date of exercise.
(2) Represents the difference between the last reported sale price per share
of the Common Stock on December 31, 1999 ($2.875 per share), as reported
on the Nasdaq National Market, and the option exercise price, multiplied
by the number of shares underlying the options.
(3) Exercisable includes options to purchase 263,157 shares at an exercise
price of $2.15 per share, 116,433 shares at $6.95 per share, 30,000 shares
at $10.00 per share and 3,225 shares at $4.56 per share. Unexercisable
includes options to purchase 10,000 shares at an exercise price of $10.00
per share and 100,000 shares at $4.38 per share.
(4) Exercisable includes options to purchase 78,684 shares at an exercise
price of $2.15 per share, 18,750 shares at $10.00 per share, 3,750 shares
at $7.38 per share and 3,225 shares at $4.56 per share. Unexercisable
includes options to purchase 15,789 shares at an exercise price of $2.15
per share, 6,250 shares at $10.00 per share and 11,250 shares at $7.38 per
share.
(5) Exercisable includes options to purchase 12,500 shares at an exercise
price of $4.25 per share and 1,000 shares at $4.56 per share.
Unexercisable consists of options to purchase 37,500 shares at an exercise
price of $4.25 per share. Excludes Mr. Knight's option to purchase 16,750
shares of Common Stock at an exercise price of $4.94 per share which was
granted in February 2000 as a 1999 bonus.
Employment and Severance Agreements
Effective January 1, 1999, the Company entered into a three-year employment
agreement with Thomas M. Tully, then the Company's President and Chief
Executive Officer. Pursuant to this agreement, Mr. Tully received a salary of
$292,200 in 1999. In addition, in connection with the execution of his
employment agreement, the Company granted Mr. Tully stock options to purchase
an aggregate of 100,000 shares of the Company's Common Stock (the "Options")
at an exercise price of $4.38 per share and paid Mr. Tully a bonus of $11,666.
The Options will, to the maximum extent permissible under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), constitute incentive
stock options, with any balance of the Options to be treated as non-statutory
options. The Options vest in four equal annual installments on the first,
second, third and fourth anniversaries of the grant date. Mr. Tully resigned
from his position as President and Chief Executive Officer of the Company on
April 8, 2000. Pursuant to the terms of the employment agreement, the Company
will pay
10
<PAGE>
Mr. Tully severance equal to twelve months salary. In order to assist the
Company with respect to management transition and several on-going marketing,
litigation and other business issues, Mr. Tully has entered into a one-year
employment agreement with the Company, commencing April 8, 2000. Mr. Tully
will receive an annual salary of $25,000. During the term of this employment
agreement, Mr. Tully's stock options will continue to vest. All exercisable
Options held by Mr. Tully will expire three months after termination of his
employment. Mr. Tully has agreed not to compete with the Company for a period
of one year after he ceases to be employed by the Company.
Effective July 1, 1998, the Company entered into a two-year employment
agreement with David A. Chazanovitz, the President of the Company's NMT
Neurosciences Division. Pursuant to this agreement, Mr. Chazanovitz currently
receives a salary of $205,000 per year. In addition, the Company agreed to pay
Mr. Chazanovitz additional cash compensation for extraordinary costs
attributable to Mr. Chazanovitz's assignment in France. Mr. Chazanovitz has
agreed not to compete with the Company for a period of one year after he
ceases to be employed by the Company.
Certain Transactions
The Company's July 1998 acquisition of the neurosurgical instruments
business of Elekta AB (Publ), a Swedish corporation, was financed, in part,
with a $20 million subordinated note issued to an affiliate of J.H. Whitney &
Co., a significant stockholder of the Company. The subordinated note is due
September 30, 2003 with quarterly interest payable at 10.101% per annum. In
September 1999, the principal amount of the subordinated note was reduced to
$6 million. In addition, in April 2000 the Company used a portion of the
proceeds from its sale of the U.K. operations and certain other assets of the
NMT Neurosciences division to further reduce the principal amount of the
subordinated note payable by $500,000 to $5.5 million.
In April 1987, the Company entered into a Technology Purchase Agreement with
Morris Simon, M.D. pursuant to which the Company agreed to pay Dr. Simon
certain royalty payments based on sales of products using the technology
invented by Dr. Simon relating to the Company's Simon Nitinol Filter. Dr.
Simon assigned a percentage of his royalty payments to the Beth Israel
Hospital Association. In February 1998, the Company and Dr. Simon entered into
a two-year consulting agreement pursuant to which Dr. Simon agreed to perform
certain consulting and advisory services for the Company, such services not to
exceed eight days per month. The Company agreed to pay Dr. Simon $8,333 per
month for such services as well as certain royalty payments and license fees
based on sales of products which are covered by an issued patent and which are
developed by Dr. Simon, solely or jointly with others, during the term of the
consulting agreement. The term of the consulting agreement will be
automatically extended for successive one-year periods unless either party
gives 60 days' prior written notice. If the Company terminates the agreement,
other than for material breach, the Company will be obligated to continue to
pay Dr. Simon's monthly consulting fee for twelve months and will be obligated
to continue to make royalty and license fee payments. In the event of Dr.
Simon's death, the royalty payments and license fees shall continue to be
payable to the executors or personal representatives of his estate. In
addition, in connection with the consulting arrangement, Dr. Simon received
non-qualified stock options to purchase 50,000 shares of Common Stock of the
Company at an exercise price of $10.50 per share. The options vest upon the
achievement of certain milestones as described in the option agreements, are
exercisable for a period of ten years after the date of grant and become
immediately exercisable in the event of a change of control of the Company.
Certain of the shares of Common Stock issuable upon exercise of the options
are subject to "piggy-back" registration rights. The Company paid Dr. Simon
$100,000 in 1999 for such services.
From June 1999 through November 1999, Fletcher Spaght provided certain
consulting services to the Company, for which services the Company paid
approximately $110,000 to Fletcher Spaght. R. John Fletcher, a member of the
Board of Directors and interim Co-Chief Executive Officer of the Company is
currently the Chief
11
<PAGE>
Executive Officer of Fletcher Spaght. Fletcher Spaght is a beneficial owner of
more than 5% of the outstanding shares of Common Stock.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and holders of more than 10% of
the outstanding shares of Common Stock to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Except
as described below, and based solely upon a review of reports submitted, and
representations made, to the Company, the Company believes that during 1999
its executive officers, directors and holders of more than 10% of the
outstanding shares of Common Stock complied with all Section 16(a) filing
requirements.
In July 1999, R. John Fletcher, a director and interim Co-Chief Executive
Officer of the Company, filed an Annual Statement of Changes in Beneficial
Ownership to report the grant of stock options to purchase 2,500 shares of
Common Stock at an exercise price of $6.31 per share on June 3, 1998.
In July 1999, C. Leonard Gordon, a director and Managing Director of the
Company, filed a Statement of Changes in Beneficial Ownership to report the
exercise of stock options to purchase 65,788 shares of Common Stock at an
exercise price of $1.14 per share on March 26, 1999. In November 1999, Mr.
Gordon filed a Statement of Changes in Beneficial Ownership to report his
purchase of 5,500 shares of Common Stock at a purchase price of $2.74 per
share on September 29, 1999.
In February 2000, Jeffrey R. Jay, M.D., the Chairman of the Board of
Directors and interim Co-Chief Executive Officer of the Company, filed an
Annual Statement of Changes in Beneficial Ownership to report the grant of
stock options to purchase 2,500 shares of Common Stock at an exercise price of
$6.31 per share on June 3, 1998.
Report of the Compensation Committee and Stock Option Committee
The Compensation Committee and the Stock Option Committee of the Company's
Board of Directors, are responsible for establishing compensation policies
with respect to the Company's executive officers, including the Chief
Executive Officer and the other executive officers named in the Summary
Compensation Table, and setting the compensation for these individuals. Until
April 2000 when Mr. Tully resigned as President and Chief Executive Officer
and a director of the Company, the Compensation Committee was comprised of Mr.
Tully and two non-employee directors, Mr. Gordon and Dr. Jay. When Mr. Tully
resigned as a member of the Board, he resigned as a member of the Compensation
Committee. The vacancy created by Mr. Tully's resignation has not been filled.
The Stock Option Committee is currently comprised of two non-employee
directors, Mr. Fletcher and Dr. Jay.
The Company's executive compensation program is designed to maximize the
performance of the Company's executive officers and, thereby, to maximize the
Company's business goals and stockholder returns. Executive compensation
consists of a combination of base salary, annual cash bonuses and merit-based
stock incentives. The Compensation Committee considers merit-based stock
incentives, which are determined by the Stock Option Committee, to be a
critical component of an executive's compensation package for purposes of
helping to align that executive's interests with stockholder interests.
Compensation Philosophy
The objectives of the executive compensation program are to align
compensation with business objectives and individual performance and to enable
the Company to attract, retain and reward executive officers who are
12
<PAGE>
expected to contribute to the long-term success of the Company. The Company's
executive compensation philosophy is based on the principles of competitive
and fair compensation and sustained performance.
. Competitive and Fair Compensation
The Company is committed to providing an executive compensation program
that helps attract and retain highly qualified executives. To ensure
that compensation is competitive, the Company compares its compensation
practices with those of similar companies in the industry and sets the
Company's compensation guidelines based on this review. The
Compensation Committee believes compensation for the Company's
executive officers is within the range of compensation paid to
executives with comparable qualifications, experience and
responsibilities in the same or similar businesses and in companies of
comparable size and success. The Compensation Committee also strives to
achieve equitable relationships both among the compensation of
individual officers and between the compensation of officers and other
employees throughout the Company.
. Sustained Performance
Executive officers are rewarded based upon corporate performance and
individual performance. Corporate performance is evaluated by reviewing
the extent to which strategic scientific and business plan goals are
met, including such factors as meeting budgeted financial targets,
continued innovation in the development of the Company's technologies
and formation of new business alliances and acquisitions. Individual
performance is evaluated by reviewing the attainment of specified
individual objectives.
In evaluating each executive officer's performance, the Compensation
Committee and the Stock Option Committee generally conform to the following
process:
. Company and individual goals and objectives are set at the beginning of
the performance cycle.
. At the end of the performance cycle, the accomplishment of the
executive's goals and objectives and his contributions to the Company
are evaluated and communicated to the executive.
. The results, combined with comparative compensation practices of other
companies in the industry, are then used to review base salary levels
and to determine cash bonuses and stock compensation awards.
Annual compensation for the Company's executives generally consists of three
elements -- base salary, cash bonuses and stock options.
Base salaries of the Company's executives are generally set by reviewing
compensation for competitive positions in the market and the historical
compensation levels of the particular executive. Payment of bonus awards is
based on the Company's financial performance as well as on individual
performance measured against targeted performance and various additional
performance criteria. Seventy-five percent of each executive's bonus
compensation is objectively determined and based upon the Company's
achievement of financial goals established by the Board of Directors. The
remaining twenty-five percent of each executive's bonus compensation is
subjectively determined based upon targeted performance criteria which varies
for each executive based on his area of responsibility. Subjective performance
criteria include an executive's ability to motivate others, develop the skills
necessary to grow as the Company matures, recognize and pursue new business
opportunities and initiate programs to enhance the Company's growth and
success. Based upon a review of this criteria, the Compensation Committee
approved a bonus payment to Mr. Knight.
Compensation at the executive officer level also includes the long-term
incentives afforded by stock options. The stock option program, which is
administered by the Stock Option Committee, is designed to align the long-term
interests of the Company's employees and its stockholders and to assist in the
retention of executives. The size of option grants is generally intended to
reflect the executive's position with the Company and his
13
<PAGE>
contributions to the Company, including his success in achieving the
individual performance criteria described above. The option program generally
uses a four-year vesting period to encourage key employees to continue in the
employ of the Company. When granting stock options, it has generally been the
policy of the Company to fix the exercise price of such options at 100% of the
fair market value of the Common Stock on the date of grant. During 1999, all
current executive officers received options to purchase an aggregate of
100,000 shares of Common Stock, at a weighted average exercise price of $4.38
per share.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Code, generally disallows a federal income tax
deduction to public companies for certain compensation in excess of $1.0
million paid to a corporation's chief executive officer and any of its four
other most highly compensated executive officers. Qualifying performance-based
compensation will not be subject to the deduction limit if certain
requirements are met. The Company's 1996 Stock Option Plan and 1998 Equity
Incentive Plan have been structured to qualify income received upon the
exercise of stock options granted under such plans as qualifying performance-
based compensation. The Company intends to structure the performance-based
portion of the compensation of its executive officers in a manner that
complies with the statute so as to mitigate any disallowance of deductions.
Mr. Tully's 1999 Compensation
Mr. Tully resigned as President and Chief Executive Officer of the Company
on April 8, 2000. Pursuant to the terms of his three year employment agreement
with the Company, Mr. Tully's salary for 1999 increased to $292,200 from
$249,760 in 1998. In connection with the signing of his employment contract,
which became effective on January 1, 1999, Mr. Tully also received options to
purchase 100,000 shares of Common Stock at an exercise price of $4.38 per
share. Mr. Tully did not participate in the Compensation Committee's
discussion of his 1999 bonus compensation.
Compensation Committee
C. Leonard Gordon
Jeffrey R. Jay, M.D.
Stock Option Committee
R. John Fletcher
Jeffrey R. Jay, M.D.
14
<PAGE>
Stock Performance Graph
The following graph compares the cumulative total stockholder return on the
Common Stock of the Company from September 27, 1996 (the date the Company's
Common Stock was registered under the Securities Exchange Act of 1934, as
amended) through December 31, 1999 with the cumulative total return during
this period of (i) The Nasdaq Stock Market--U.S. Index and (ii) The S&P Health
Care (Medical Products and Supplies) Index. This graph assumes the investment
of $100 on September 27, 1996 in the Company's Common Stock and in each of the
indices listed above, and assumes dividends are reinvested.
[GRAPH APPEARS HERE]
CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
9/27/1996 12/1996 12/1997 12/1998 12/1999
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NMT Medical, Inc. 100 114 73 34 26
-------------------------------------------------------------------------
Nasdaq
Stock Market-U.S. Index 100 113 138 195 352
-------------------------------------------------------------------------
S&P Health Care (Medical
Products and Supplies) Index 100 115 144 207 192
</TABLE>
15
<PAGE>
INDEPENDENT AUDITORS
The Board of Directors has selected the firm of Arthur Andersen LLP as
independent auditors of the Company for the current fiscal year. A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting to respond to appropriate questions, and to make a statement if he or
she so desires.
OTHER MATTERS
Matters to be Considered at the Meeting
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly
presented at the Annual Meeting, it is the intention of the persons named in
the accompanying proxy to vote, or otherwise act, in accordance with their
judgment on such matters.
Solicitation of Proxies
The Company will bear the costs of soliciting proxies. In addition to
solicitations by mail, the Company's directors, officers and regular
employees, without additional remuneration, may solicit proxies by telephone,
telegraph, facsimile, e-mail and personal interviews. The Company will also
request that brokerage houses, custodians, nominees and fiduciaries both
forward copies of the proxy material to those persons for whom they hold
shares and request instructions for voting such proxies. The Company will
reimburse such brokerage houses and other persons for their reasonable
expenses in connection with this distribution.
Stockholder Proposals for 2001 Annual Meeting
Proposals of stockholders intended to be presented at the 2001 Annual
Meeting of Stockholders must be received by the Company at its principal
offices, 27 Wormwood Street, Boston, Massachusetts 02210 no later than March
19, 2001 in order to be considered for inclusion in the proxy statement for
that meeting.
If a stockholder of the Company wishes to present a proposal before the 2001
Annual Meeting of Stockholders, but does not wish to have the proposal
considered for inclusion in the Company's proxy statement and proxy card, such
stockholder must give written notice to the Secretary of the Company at the
address noted above. The Secretary must receive such notice by June 2, 2001.
If a stockholder fails to provide timely notice of a proposal to be presented
at the 2001 Annual Meeting of Stockholders, the proxies designated by the
Board of Directors of the Company will have discretionary authority to vote on
any such proposal.
By Order of the Board of Directors,
William J. Knight, Secretary
July 17, 2000
THE BOARD OF DIRECTORS HOPES THAT YOU WILL ATTEND THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS APPRECIATED.
IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR STOCK PERSONALLY EVEN IF YOU HAVE
SENT IN YOUR PROXIES.
16
<PAGE>
Appendix A
NMT MEDICAL, INC.
ANNUAL MEETING OF STOCKHOLDERS-AUGUST 18, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints William J.
Knight and Michael J. LaCascia, and each of them, with power of substitution and
revocation, as Proxies to represent and vote as designated hereon all the shares
of stock of NMT MEDICAL, INC. (the "Company") which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Stockholders of
the Company to be held at the Company's offices at 27 Wormwood Street, Boston,
Massachusetts 02210-1625, on Friday, August 18, 2000 at 9:00 a.m., Boston,
Massachusetts time, and at any adjournment thereof.
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID RETURN ENVELOPE
(continued and to be signed on the reverse side) SEE REVERSE SIDE
A-1
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
NMT MEDICAL, INC.
August 18, 2000
Please Detach and Mail in the Envelope Provided
A [X] Please mark your votes
as in this example using
dark ink only.
<TABLE>
<CAPTION>
FOR all the nominees
listed at right WITHHOLD authority
(except as marked to the to vote for all nominees
contrary below) listed at right Nominees:
<S> <C> <C> <C>
PROPOSAL 1- Morris Simon, M.D.
Election of C. Leonard Gordon
Directors: [_] [_] R. John Fletcher
Jeffrey R. Jay, M.D.
Jeffrey F. Thompson
Robert A. Van Tassel, M.D.
</TABLE>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO
VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THAT NOMINEE'S NAME AT RIGHT.
The Board of Directors recommends a vote FOR the election of the nominees.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
SIGNATURE OF STOCKHOLDER________________________________ DATE:__________, 2000
Note: Please sign exactly as name appears on this proxy, indicating, where
proper, official position or representative capacity. If the stock is
registered in the names of two or more persons, each should sign. When
signing as an executor, administrator, trustee, guardian or attorney,
please give full title of such. If a corporation, please sign in full
corporate name by an authorized officer. If a partnership, please sign in
full partnership name by an authorized person.
A-2
