ACCESS BEYOND, INC.
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be Held on March 6, 1997
-----------------------------
To the Stockholders of
ACCESS BEYOND, INC.
Please Take Notice that a special meeting of Stockholders (the "Special
Meeting") of Access Beyond, Inc. (the "Company") will be held on March 6, 1997,
at 10:00 a.m., at the offices of the Company at 1300 Quince Orchard Boulevard,
Gaithersburg, Maryland.
The Special Meeting will be held for the following purposes:
1. To approve and adopt the Company's Amended and Restated 1996 Long Term
Incentive Plan;
2. To approve and adopt the Company's Amended and Restated 1996
Non-employee Directors' Stock Option Plan; and
3. To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on February 4, 1997
as the record date for the determination of the stockholders entitled to notice
of, and to vote at, the Special Meeting or any adjournment or adjournments
thereof.
YOUR VOTE IS IMPORTANT! PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE ABLE TO ATTEND THE MEETING AND WISH
TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO AT ANY TIME BEFORE THE PROXY IS
VOTED.
By Order of the Board of Directors,
Ronald A. Howard,
President
Dated: February 7, 1997
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ACCESS BEYOND, INC.
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
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PROXY STATEMENT
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This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Access Beyond, Inc. (the "Company") of proxies to be
voted at a special meeting of stockholders (the "Special Meeting") to be held on
March 6, 1997, at 10:00 a.m., at the offices of the Company at 1300 Quince
Orchard Boulevard, Gaithersburg, Maryland, and any and all adjournments thereof.
The solicitation will be by mail, and the cost of such solicitation,
including the reimbursement of brokerage firms and others for their expenses in
forwarding proxies and proxy statements to the beneficial owners of such stock,
will be borne by the Company. In addition to solicitation of the proxies by use
of the mails, some of the officers and regular employees of the Company, without
extra remuneration, may solicit proxies personally or by telephone, telegraph,
cable or electronic mail. The Company has retained MacKenzie Partners, Inc.
("MacKenzie"), a proxy solicitation firm, for assistance in connection with the
Special Meeting. The anticipated cost of MacKenzie's services is approximately
$7,500.
The shares represented by each duly executed proxy received by the Board of
Directors before the Special Meeting will be voted at such Meeting as specified
in the proxy. Stockholders who execute proxies nevertheless retain the right to
revoke them at any time before they are voted.
This Proxy Statement and the accompanying form of proxy are first being
sent to stockholders on or about February 10, 1997.
VOTING SECURITIES AND RECORD DATE
The Board of Directors has designated February 4, 1997, as the record date
(the "Record Date") for determining the stockholders entitled to vote at the
Special Meeting. On the Record Date, the total number of shares of common stock,
par value $.01 per share, of the Company ("Common Stock") issued and outstanding
and entitled to vote was 11,989,587.
The stockholders of the Company are entitled to one vote for each share of
Common Stock held of record as to each of the two proposals. The presence,
either in person or by properly executed proxies, of the holders of a majority
of the outstanding shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Special Meeting. On all matters submitted to the vote
of stockholders other than an amendment to the Company's By-laws or to certain
provisions of the Company's Certificate of Incorporation or the removal of
directors, the affirmative vote of a majority of the shares of Common Stock,
present in person or by proxy, at the Special Meeting and entitled to vote on
the subject matter shall be the act of the stockholders. Abstentions will be
treated as votes against a proposal; broker non-votes will be counted towards a
quorum, but will not be counted for purposes of determining whether a matter has
been approved by the stockholders.
All shares of Common Stock represented at the Special Meeting by properly
executed proxies received by the Company, and not revoked prior to the taking of
the vote, will be voted at the Special Meeting in accordance with the
instructions on such proxies. If no instructions are indicated, such proxies
will be voted in favor of all of the proposals.
The Company does not know of any matters which will be presented at the
Special Meeting other than the proposals specified in Items 1 and 2 of the
Notice of Special Meeting. However, if any other matters are properly presented
at the Special Meeting for action, the proxy holders will have the authority to
vote on such matters in their discretion.
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Any proxy given pursuant to this solicitation may be revoked by the
stockholder who granted such proxy by giving notice thereof at any time before
the proxy is voted by (a) submitting a new proxy with a later date, (b)
submitting a written revocation to the Company or (c) attending the Special
Meeting and voting thereat. Revocation by written notice will not be effective
until such written notice is received by the Secretary of the Company. All
notices of revocation of proxies should be delivered to the Secretary either (i)
at Access Beyond, 1300 Quince Orchard Boulevard, Gaithersburg, Maryland 20878,
prior to the Special Meeting, or (ii) at the Special Meeting. Attendance by a
stockholder at the Special Meeting will not, in itself, constitute revocation of
such stockholder's proxy.
MANAGEMENT
Executive Officers and Directors
The following persons are the Directors and executive officers of the
Company and have served in such capacity since the distribution of the Company's
Common Stock in November, 1996:
Name Age Title
- ---- --- -----
Ronald A. Howard 40 Chairman of the Board, President, Chief
Executive Officer, and
Class III Director
John Clary 50 Senior Vice President and Chief
Operating Officer
James P. Gallagher 52 Vice President-Worldwide Sales
Mark Silverman 34 Vice President-Research and Development
Barbra Perrier 41 Class I Director
Paul Schaller 48 Class I Director
John Howard 43 Class II Director
Arthur Samberg 55 Class II Director
All of the above officers and directors are eligible to receive options
granted under either the Company's Amended and Restated 1996 Long Term Incentive
Plan, (the "Incentive Plan") or the Company's Amended and Restated 1996
Non-employee Directors' Stock Option Plan (the "Directors' Plan"). For further
information on the number of options granted by the Company to executive
officers and to Directors under the Incentive Plan or the Directors' Plan
(collectively, the "Plans") see page 10.
PRINCIPAL SHAREHOLDERS; SHARES HELD BY MANAGEMENT
The following table sets forth, as of January 31, 1997, certain stock
ownership information with respect to the Directors of the Company, all persons
who, to the knowledge of the Company, are the beneficial owners of more than 5%
of the Common Stock outstanding, and all of the Company's executive officers and
Directors as a group:
Number of Shares of
Common Stock Percentage of
Name and Address of Beneficial Owner Beneficially Owned Ownership(1)
- ------------------------------------ ------------------ ------------
Ronald A. Howard 925,603 7.7%
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
John Howard -- --
80 Irving Place
New York, New York 10003
Barbara Perrier(2) 10,000 *
8975 Guilford Road
Columbia, Maryland 21046
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Arthur Samberg(3) 1,925,000 16.1%
354 Pequot Avenue
Southport, Connecticut 06490
Paul Schaller -- --
6 Applewood Lane
Portola Valley, California 94028
John Clary -- --
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
James P. Gallagher 63,000 *
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
Mark Silverman 32,000 *
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
All directors and executive officers as a 2,948,603 24.6%
group (8 persons)
Henry D. Epstein 823,029 6.9%
1300 Quince Orchard Boulevard
Gaithersburg, Maryland 20878
Pequot Partners Fund, L.P.(3) 1,925,000 16.1%
Pequot Endowment Fund, L.P. and Pequot
International Fund, Inc.
354 Pequot Avenue
Southport, Connecticut 06490
Cramer Partners, L.P.(4) 1,131,250 9.4%
56 Beaver Street, Suite 701
New York, New York 10004
- ----------
(*) Less than 1%
(1) Includes, in certain instances, shares held in the name of an executive
officer's or director's spouse or minor children, the reporting of which is
required by applicable rules of the Securities and Exchange Commission (the
"Commission"), but as to which shares the executive officer or director may
have disclaimed beneficial ownership. Based on 11,989,587 shares of Common
Stock issued and outstanding. Does not include shares of Common Stock
issuable upon the exercise of options granted under either of the Plans.
(2) Ms. Perrier and her husband, John Dreyer, have shared voting and
dispositive power with respect to these shares.
(3) Includes 86,500 shares of Common Stock owned by Dawson-Samberg Capital
Management, Inc., of which Mr. Samberg is President, 787,100 shares of
Common Stock owned by Pequot Partners Fund, L.P., a Delaware limited
partnership whose general partner and investment manager is Pequot General
Partners, a Connecticut general partnership ("General Partners"), 352,900
shares of Common Stock owned by Pequot Endowment Fund, L.P., a Delaware
limited partnership whose general partner and investment manager is Pequot
Endowment Partners, L.P., a Delaware limited partnership ("Endowment
Partners") and 698,500 shares of Common Stock owned by Pequot International
Fund Inc., a British Virgin Islands corporation, whose investment manager
is DS International Partners, L.P., a Delaware limited partnership
("International Partners"). (Pequot Partners Fund, L.P., Pequot Endowment
Fund, L.P. and Pequot International Fund Inc. are collectively referred to
as the "Funds"). Mr. Samberg is a General Partner and senior portfolio
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manager of each of the Funds. General Partners, Endowment Partners and
International Partners (collectively, the "Partners") are the beneficial
owners, as such term is used in Rule 13d-3 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), of the shares of Common Stock
owned by the Fund for which they act as investment manager, respectively.
The Partners may be deemed to constitute a group as such term is used in
Section 13(d)(3) of the Exchange Act. Each of the Partners disclaims
beneficial ownership of the Common Stock beneficially owned by the other
Partners.
(4) James J. Cramer, President of, J.J. Cramer & Co., and Karen Cramer, Vice
President of J.J. Cramer & Co., have shared voting and dispositive power
with respect to these shares.
On November 15, 1996, at a special meeting of the shareholders of Penril
DataComm Networks, Inc. ("Penril"), the shareholders approved a plan for Penril
to distribute and transfer all of the outstanding capital stock of the Company,
then a newly-formed, wholly-owned subsidiary of Penril, to the shareholders of
Penril as a dividend. Such shares of Common Stock of the Company, issued as a
dividend to the Penril shareholders, were registered under the Securities Act of
1933, as amended (the "Distribution"). The shareholders of Penril received one
share of Common Stock of the Company for each share of Penril common stock they
owned.
1. APPROVAL AND ADOPTION OF THE 1996 LONG TERM INCENTIVE PLAN
The Board of Directors of the Company is submitting to the stockholders of
the Company, for their approval and adoption, the Incentive Plan, a copy of
which is attached hereto as Exhibit A. On November 18, 1996, the Board of
Directors of the Company unanimously adopted and approved the Incentive Plan. On
February 4, 1997, the Board of Directors of the Company adopted amendments to
the Incentive Plan. The adoption of the Incentive Plan (including the amendments
thereto) is subject to and contingent upon stockholder approval. The vote of a
majority of the shares of Common Stock present at the Special Meeting is
required to adopt the Incentive Plan. On December 5, 1996, the Compensation
Committee of the Board of Directors of the Company (the "Committee") granted
1,080,000 options to officers and key employees of the Company at an exercise
price of $6.625, and on February 4, 1997, an additional 75,000 options were
granted at an exercise price of $6.75, which was the fair market value of shares
of Common Stock on each such day, determined in accordance with the provisions
of the Incentive Plan. All of such options vest at the rate of 30% after one (1)
year, 60% after two (2) years and 100% after three (3) years, subject to
acceleration in certain circumstances. The grant of these options is conditioned
upon the approval of the Incentive Plan by the stockholders of the Company.
Purpose.
The purpose of the Incentive Plan is to encourage ownership of the Common
Stock of the Company by officers, key employees, consultants, advisors and other
service providers ("Eligible Persons"), to encourage their continued employment
with the Company and providing of services to the Company and to provide them
with additional incentives to promote the success of the Company.
Summary of the 1996 Long Term Incentive Plan.
The following is a summary of the material provisions of the Incentive Plan
and is qualified in its entirety by reference to the complete text of the
Incentive Plan attached hereto.
Administration.
The Incentive Plan authorizes the grant to Eligible Persons of options
("Options") consisting of "incentive stock options", as that term is defined
under the provisions of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and non-qualified stock options. There are 2,000,000 shares
of Common Stock available for granting of Options under the Incentive Plan. The
Committee administers the Incentive Plan and has sole discretion to determine
those Eligible Persons to whom Options will be granted, the number of Options
granted, the provisions applicable to each Option and the time periods during
which Options may be exercisable; provided, however, that no person may receive
Options to acquire more then 500,000 shares of Common Stock during any given
year. The Committee shall have complete authority to interpret all provisions of
the Incentive Plan, to prescribe, amend, and rescind rules and regulations for
its administration, and to make all other determinations necessary or advisable
for the administration of the Incentive Plan.
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Eligibility.
Options may be granted to such Eligible Persons as the Committee, in its
discretion, shall determine. In determining the Eligible Persons to whom Options
shall be granted and the number of shares of Common Stock to be issued or
subject to purchase or issuance under such Options, the Committee shall take
into account the recommendations of the Company's management as to the duties of
the Eligible Persons, their present and potential contributions to the success
of the Company and its subsidiaries, and such other factors as the Committee
shall deem relevant in connection with accomplishing the purposes of the
Incentive Plan. No Option shall be granted to any member of the Committee so
long as his or her membership on the Committee continues or to any member of the
Board of Directors who is not also an officer, employee or consultant of the
Company or any subsidiary.
As a condition to the grant of an Option under the Incentive Plan, an
optionee must enter into two agreements with the Company: (1) an Assignment of
Inventions and Non-Disclosure Agreement ("Confidentiality Agreement") and (2) a
Non-interference Agreement ("Non-Interference Agreement").
Shares.
2,000,000 shares of Common Stock have been reserved for issuance by the
Company under the Incentive Plan. Options may be granted to any Eligible Person
for up to an aggregate of 500,000 shares of Common Stock during any calendar
year, subject to adjustment in the event of certain changes in the Company's
capitalization.
Option Price.
The Committee may grant incentive stock options, non-qualified stock
options, or a combination of the two. The exercise price of each incentive stock
option may not be less than the fair market value of the Common Stock on the
date of grant. Under the Incentive Plan, fair market value generally will be the
closing price of the Common Stock on Nasdaq on the last business day prior to
the date on which the value is to be determined. Unless the Committee determines
otherwise, the option price per share of any non-qualified stock option will be
the fair market value of the shares of Common Stock on the last business day
immediately preceding the date on which the option is granted. The exercise
price of each incentive stock option granted to any stockholder possessing more
than 10% of the combined voting power of all classes of capital stock of the
Company, or, if applicable, a parent or subsidiary of the Company, on the date
of grant must not be less then 110% of the fair market value on that date. In
addition, no Eligible Person may be granted an incentive stock option to the
extent the aggregate fair market value, as of the date of grant, of the stock
with respect to which incentive stock options are first exercisable by such
Eligible Person during any calendar year exceeds $100,000.
Maximum Term.
No option shall be exercisable more than ten (10) years from the date it
was granted. Options granted as incentive stock options shall not be exercisable
more than five (5) years from the date of grant. Options shall be subject to
earlier termination as provided for in the Incentive Plan.
Unless the Committee determines otherwise, Options may be exercised as to
30% of the shares subject to an Option at any time after the first anniversary
of the date of grant, as to 60% of the shares subject to an Option at any time
after the second anniversary of the date of grant and as to all shares subject
to an Option at any time after the third anniversary of the date of grant.
Termination of Option.
Options granted under the Incentive Plan are non-transferable except (a) by
will or the laws of descent and distribution or (b) pursuant to a qualified
domestic relations order as defined in the Code or in the Employee Retirement
Income Security Act of 1974, as amended.
Pursuant to the Incentive Plan, Options are terminated upon the termination
of the Eligible Person's employment or other relationship with the Company, for
(i) cause, (ii) voluntarily without the written consent of the Company or (iii)
upon a breach or threatened breach of the Confidentiality Agreement or
Non-Interference Agreement (entered into by the Eligible Persons upon the grant
of the Option). Upon any other termination of the employment or such other
relationship with the optionee (other than in (i) - (iii) above), the vested
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portion of the Option is exercisable within three months after the date of such
termination (but not beyond the term of the Option). If an optionee dies while
in the employ of the Company or while providing consulting or other services to
the Company or dies within three months after the termination of employment or
such other relationship with the Company (other than a termination in (i) -
(iii) above), then the vested portion of the Option may be exercised by a
legatee or legatees or by his or her personal representative, at any time within
one year after his or her death (but not beyond the term of Option). If the
employment or other relationship of an optionee terminates upon disability (as
defined in Section 221(e)(3) of the Code) such person may exercise the vested
portion of the Option for one year after the date of termination of employment
(but not beyond the term of the Option).
Method of Exercise.
An optionee entitled to exercise an Option shall do so by delivery of a
written notice to that effect specifying the number of shares of Common Stock
with respect to which the Option is being exercised. The notice shall be
accompanied by payment in full of the purchase price of any shares of Common
Stock to be purchased, which payment may be made in cash or, upon authorization
by the Committee, in shares of Common Stock of the Company.
Adjustments.
Options granted under the Incentive Plan will be subject to adjustment upon
a recapitalization, stock split, stock dividend, merger, reorganization,
liquidation, extraordinary dividend or other similar event affecting the Common
Stock.
In the case of a "change in control" of the Company, each Option granted
under the Incentive Plan will terminate 90 days after the occurrence of such
"change in control" and an officer, employee or consultant will generally have
the right, commencing at least five days prior to the "change in control" and
subject to any other limitation on the exercise of the Option in effect on the
date of exercise, to immediately exercise any Options in full to the extent they
previously have not been exercised.
Amendment and Termination of the Incentive Plan.
The Incentive Plan will terminate ten (10) years after adoption and Options
will not be granted under the Incentive Plan after that date although the terms
of any Option may be amended in accordance with the Incentive Plan at any date
prior to the end of the term of such Option. Any Options outstanding at the time
of termination of the Incentive Plan will continue in full force and effect
according to the terms and conditions of the Option and the Incentive Plan.
The Incentive Plan may be amended by the Board of Directors of the Company,
provided that stockholder approval will be necessary to the extent required
under Section 422 of the Code or Rule 16b-3 of the General Rules and Regulations
of the Exchange Act, and provided further that no amendment may impair any
rights of any holder of an Option previously granted under the Incentive Plan
without the holder's consent.
Federal Tax Consequences.
Some of the Options granted under the Incentive Plan are intended to
qualify as incentive stock options for federal income tax purposes as described
in Section 422 of the Code. Generally, an optionee recognizes no taxable income
upon either the grant or exercise of an incentive stock option, although the
difference between the exercise price and the fair market value of the stock on
the date of exercise is an item of tax preference in computing the optionee's
alternative minimum tax liability, if any. If certain holding period
requirements are met, gain or loss on a subsequent sale of the stock by the
optionee is taxed at capital gain rates. Generally, long-term capital gains
rates will apply to the optionee's full gain at the time of the sale of the
stock, provided that: (i) no disposition of the stock is made within two (2)
years from the date of grant of the option nor within one (1) year after the
acquisition of such stock, and (ii) the option is exercised within three months
of the optionee's termination of employment (one year in the event of
disability).
A sale, exchange, gift or other transfer of legal title of stock acquired
pursuant to an incentive stock option within two (2) years from the date of
grant or within one (1) year after acquisition of the stock pursuant to exercise
of the option constitutes a disqualifying disposition. A disqualifying
disposition involving a sale or exchange produces taxable income to the
optionee, and an income tax deduction to the Company, in an amount equal to the
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lesser of (i) the fair market value of the stock on the date of exercise minus
the option price or (ii) the amount realized on disposition minus the option
price. Otherwise, generally, neither issuance nor exercise of an incentive stock
option nor the disposition of the underlying stock produces a deduction for the
Company. A disqualifying disposition as a result of a gift produces taxable
income to the optionee in an amount equal to the difference between the option
price and the fair market value of the stock on the date of exercise
Some of the Options granted under the Incentive Plan may also be considered
to be so-called non-qualified stock options for federal income tax purposes. An
optionee recognizes no taxable income upon the grant of such stock options.
Generally, Section 83 of the Code requires that, upon exercise of an option, the
optionee recognizes ordinary income in an amount equal to the difference between
the option exercise price and the fair market value of the shares on the date of
exercise; and such amount, subject to certain limitations, is deductible as an
expense by the Company for federal income tax purposes. The ordinary income
resulting from the exercise of such options is subject to applicable withholding
taxes. Generally, any profit or loss on the subsequent disposition of such
shares is short-term or long-term capital gain or loss, depending upon the
holding period for the shares.
Unless marked to the contrary, the shares of Common Stock represented by
the enclosed Proxy will be voted FOR the approval and adoption of the Incentive
Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF
THE INCENTIVE PLAN.
2. APPROVAL AND ADOPTION OF THE 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
The Board of Directors of the Company is submitting to the stockholders of
the Company, for their approval and adoption, the Directors' Plan, a copy of
which is attached hereto as Exhibit B. On November 18, 1996, the Board of
Directors of the Company unanimously adopted and approved the Directors' Plan.
On February 4, 1997, the Board of Directors of the Company adopted amendments to
the Directors' Plan. The vote of a majority of the shares of Common Stock
present at the Special Meeting is required to adopt the Directors' Plan
(including the amendments thereto). In accordance with the provisions of the
Directors' Plan, each non-employee director, or his or her designee(s), was
granted 25,000 options under the Directors' Plan on November 18, 1996, at the
exercise price of $7.7375, which was the fair market value of shares of Common
Stock on such day, based on the average of the closing price of the Common Stock
for the 10 day period of November 19, 1996 to December 3, 1996, in accordance
with the provisions of the Directors' Plan. All of such options vest at the rate
of 30% after one (1) year, 60% after two (2) years and 100% after three (3)
years, subject to acceleration in certain circumstances. The grant of these
options is conditioned upon the approval of the Directors' Plan by the
stockholders of the Company.
Purpose.
The Directors' Plan is intended to encourage non-employee directors of the
Company ("Eligible Directors") to acquire or increase their ownership of Common
Stock on reasonable terms, and to foster a strong incentive to put forth maximum
effort for the continued success and growth of the Company. The Directors' Plan
provides for the granting of non-qualified stock options to purchase 250,000
shares of Common Stock to current and future Eligible Directors. The current
Eligible Directors are Arthur Samberg, Barbra Perrier, John Howard and Paul
Schaller.
Summary of the 1996 Non-employee Directors' Stock Option Plan.
The following is a summary of the material features of the Directors' Plan
and is qualified in its entirety by reference to the complete text of the
Directors' Plan attached hereto.
Administration.
The Directors' Plan is administered by the Committee. The principal terms
of the option grants are fixed in the Directors' Plan. Therefore, the Committee
will have no discretion to select which Eligible Directors receive options, the
number of shares of Common Stock included in any grant, or the exercise price of
options.
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Initial Grant and Subsequent Grants.
Immediately prior to the Distribution, each of the above identified
Eligible Directors, or his or her designee(s), was granted an option to purchase
25,000 shares of Common Stock. Each Eligible Director who subsequently joins the
Board of Directors will be granted on the first business day following the first
day of his or her term, an option to purchase 25,000 shares of Common Stock. On
the fifth business day after the Company's Annual Report on Form 10-K is filed
with the Commission for each fiscal year that the Directors' Plan is in effect,
each person who is an Eligible Director on such date will receive an additional
option to purchase 5,000 shares of Common Stock. If the number of shares
available for grant under the Directors' Plan on a scheduled date of grant is
insufficient to make all the grants, then each Eligible Director will receive an
option to purchase a pro rata number of the available shares.
Shares.
250,000 shares of Common Stock (subject to adjustment) have been reserved
for issuance by the Company under the Directors' Plan. Any shares of Common
Stock subject to an option which, for any reason, terminates unexercised or
expires, shall be available again for issuance under the Directors' Plan.
Option Price.
The option price per share will be the fair market value of the shares of
Common Stock on the date of grant. Under the Directors' Plan, fair market value
is generally the closing price of the Common Stock on Nasdaq on the last
business day prior to the date on which the value is to be determined; provided,
however, that with respect to the options granted immediately prior to the
Distribution, fair market value means the average of the daily closing price of
the Common Stock for the first ten (10) consecutive trading days that Common
Stock is traded on Nasdaq other than on an "as issued" or "when issued" basis,
calculated to the nearest cent, as determined by the Company.
Maximum Term.
Options granted under the Directors' Plan will be exercisable for a term of
ten (10) years from the date of grant, subject to earlier termination, and may
be exercised as follows: (a) any option granted as of the effective date of the
Director's Plan or as of the first day of an Eligible Director's initial term on
the Board of Directors may be exercised as to 30% of the shares subject to such
option at any time after the first anniversary of the date of grant, as to 60%
of the shares subject to such option at any time after the second anniversary of
the date of grant, and as to all shares subject to such option at any time after
the third anniversary of the date of grant and (b) any other options may be
exercised at any time after the third anniversary of the date of grant.
Termination of Option.
Options granted under the Directors' Plan are non-transferable other than
by will or pursuant to the laws of descent and distribution or pursuant to a
qualified domestic relations order.
In the event that an Eligible Director ceases to be a member of the Board
of Directors of the Company (other than by reason of death or disability), an
option may be exercised by the director (to the extent the director was entitled
to do so at the time he ceased to be a member of the Board of Directors) at any
time within seven months after he ceases to be a member of the Board of
Directors, but not beyond the term of the option. If the Eligible Director dies
or becomes disabled while he is a member of the Board of Directors or within
seven months thereafter, an option may be exercised (to the extent the director
was entitled to do so as of the date of his death or the termination of his
directorship by reason of his disability) by a legatee of the director under his
will, or by him or his personal representative or distributees, as the case may
be, at any time within 12 months after his death or disability, but not beyond
the term of the option.
Method of Exercise.
An Eligible Director entitled to exercise an Option shall do so by delivery
of a written notice to that effect specifying the number of shares of Common
Stock with respect to which the Option is being exercised. The notice shall be
accompanied by payment in full of the purchase price of any shares of Common
Stock to be purchased, which payment may be made in cash or, upon authorization
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by the Committee, in shares of Common Stock of the Company that such Eligible
Director has held for more than six (6) months.
Holding Period.
In accordance with Rule 16b-3(d)(3) promulgated under the Exchange Act,
Eligible Directors are not permitted to dispose of the shares of Common Stock
underlying an option granted pursuant to the Directors' Plan during the six
month period commencing from the date of the acquisition of such option.
Adjustments.
Options granted under the Directors' Plan will be subject to adjustment
upon a recapitalization, stock split, stock dividend, merger, reorganization,
liquidation, extraordinary dividend or other similar event affecting the Common
Stock.
Upon a "change of control" of the Company, each option granted under the
Directors' Plan will terminate on the later of (i) 90 days after the occurrence
of such "change of control" and (ii) seven months following the date of grant of
each option, and an option holder will have the right, commencing at least five
days prior to the "change of control" and subject to any other limitation on the
exercise of the option in effect on the date of exercise, to immediately
exercise any options in full, to the extent they have not previously been
exercised.
Amendment and Termination of the Directors' Plan.
The Directors' Plan will terminate on the tenth anniversary of the
Distribution and options may not be granted under the Directors' Plan after that
date, although the terms of any option may be amended in accordance with the
Directors' Plan at any date prior to the end of the term of such option. Any
options outstanding at the time of termination of the Directors' Plan will
continue in full force and effect according to the terms and conditions of the
option and the Directors' Plan.
The Directors' Plan may be amended by the Board of Directors of the
Company, provided that stockholder approval will be necessary to the extent
required under Rule 16b-3 of the General Rules and Regulations of the Exchange
Act, and no amendment may impair any of the rights of any holder of an option
previously granted under the Directors' Plan without the holder's consent.
Federal Tax Consequences.
The tax treatment of options granted under the Directors' Plan will be the
same as the tax treatment for non-qualified options discussed under the
Incentive Plan.
Unless marked to the contrary, the shares represented by the enclosed Proxy
will be voted FOR the approval of the Directors' Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL AND ADOPTION OF
THE DIRECTORS' PLAN.
The following table sets forth the benefits or amounts that have been
allocated to each of the following groups under the Plans being acted upon.
9
<PAGE>
NEW PLAN BENEFITS
- --------------------------------------------------------------------------------
1996 Long Term Incentive Plan and 1996 Non-employee
Directors' Stock Option Plan
- --------------------------------------------------------------------------------
Group or Dollar Number
Name and Position Value ($)(1) of Options
- ----------------- ------------ ----------
1996 Long Term Incentive Plan:
- ------------------------------
Ronald A. Howard $0 300,000
Chairman of the Board,
President and Chief Executive Officer
John Clary, $0 125,000
Senior Vice President and
Chief Operating Officer
James Gallagher, $0 75,000
Vice President-Worldwide Sales
Mark Silverman, $0 60,000
Vice President-Research
and Development
Executive Officers as a Group $0 560,000
Employees as a Group $0 595,000
1996 Non-employee Directors' Stock Option Plan:
- ----------------------------------------------
Non-Employee
Directors as a Group $0 100,000
(1) Based on the difference between the closing price of the Common Stock of
the Company, as listed on the Nasdaq National Market, on January 27, 1997
of $6.3125, and the fair market value on the date of grant, which was (a)
for options granted under the Incentive Plan, between $6.75 per share and
$6.625 per share, and (b) for options granted under the Directors' Plan,
$7.7375 per share. None of the options granted under the Incentive Plan or
the Directors' Plan are currently exercisable. Such options incrementally
vest beginning in December 1997 or February 1998.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders wishing to present proposals at the 1997 annual meeting of
stockholders and wishing to have their proposals presented in the proxy
statement distributed by the Board in connection with the 1997 annual meeting of
stockholders must submit their proposals in writing on or before April 30, 1997
to the attention of the Secretary of the Company.
GENERAL
The Board knows of no other matters which are likely to be brought before
the meeting. If, however, any other matters are properly brought before the
meeting, the persons named in the enclosed proxy or their substitutes shall vote
thereon in accordance with their judgment pursuant to the discretionary
authority conferred by the form of proxy.
By Order of the Board of Directors,
Ronald A. Howard, President
Gaithersburg, Maryland
February 7, 1997
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<PAGE>
EXHIBIT A
AMENDED AND RESTATED
1996 LONG-TERM INCENTIVE PLAN
OF
ACCESS BEYOND, INC.
1. Purpose of the Plan. This 1996 Long-Term Incentive Plan of Access Beyond,
Inc., adopted as of the 18th day of November, 1996, and as amended and restated
as of the 4th of February , 1997, is intended to enable officers, key employees,
consultants, advisors and other third party providers of services of the Company
and its Subsidiaries to acquire or increase their ownership of common stock of
the Company on reasonable terms. The opportunity so provided is intended to
foster in participants an incentive to put forth maximum effort for the
continued success and growth of the Company and its Subsidiaries, to aid in
retaining individuals who put forth such efforts, and to assist in attracting
the best available individuals to the Company and its Subsidiaries in the
future.
2. Definitions. When used herein, the following terms shall have the meanings
set forth below:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act (as in effect
on the date the Plan is adopted by the Board), whether or not the Company is
then subject to such reporting requirement; provided, that, without limitation,
a Change in Control shall be deemed to have occurred if:
2.2.1 any "person" (as defined in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of the combined voting power of
the Company's then outstanding securities otherwise than through any transaction
or transactions arranged, or consummated with the prior approval of, the Board;
provided, however, that a Change in Control shall not be deemed to occur under
this clause (a) by reason of the acquisition of securities by the Company or an
employee benefit plan (or any trust funding such a plan) maintained by the
Company, or solely by reason of the new issuance of securities directly by the
Company;
2.2.2 during any period of two (2) consecutive years (not including
any period prior to the adoption of this Plan) there shall cease to be a
majority of the Board comprised of Tenured Directors; or
2.2.3 (a) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than eighty percent (80%) of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, and upon the consummation of
such merger or consolidation the President of the Company will not be the
President, Chairman or Chief Executive Officer of the Company or the surviving
entity, or (b) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all the Company's assets.
2.3 "Code" means the Internal Revenue Code of 1986, as in effect at the
time of reference, or any successor revenue code which may hereafter be adopted
in lieu thereof, and reference to any specific provisions of the Code shall
refer to the corresponding provisions of the Code as it may hereafter be amended
or replaced.
2.4 "Committee" means the Compensation Committee of the Board or any other
committee appointed by the Board which is invested by the Board with
responsibility for the administration of the Plan.
2.5 "Company" means Access Beyond, Inc., a Delaware corporation.
<PAGE>
2.6 "Employee Stockholder" means an Employee who, at the time an Incentive
Stock Option is granted owns, as defined in Section 424 of the Code, stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of: (a) the Company; or (b) if applicable, a Subsidiary or a
Parent.
2.7 "Employees" means officers (including officers who are members of the
Board), other key employees, consultants, advisors and other third party
providers of services of the Company or any of its Subsidiaries.
2.8 "ERISA" means the Employee Retirement Income Security Act of 1974, as
in effect at the time of reference, or any successor law which may hereafter be
adopted in lieu thereof, and any reference to any specific provisions of ERISA
shall refer to the corresponding provisions of ERISA as it may hereafter be
amended or replaced.
2.9 "Exchange Act" means the Securities Exchange Act of 1934, as in effect
at the time of reference, or any successor law which may hereafter be adopted in
lieu thereof, and any reference to any specific provisions of the Exchange Act
shall refer to the corresponding provisions of the Exchange Act as it may
hereafter be amended or replaced.
2.10 "Fair Market Value" means, with respect to the Shares, the closing
price of the Shares as reported on the NASDAQ National Market System, on the
last business day prior to the date on which the value is to be determined, as
reported in the Wall Street Journal or such other source of quotations for, or
report of trading of, the Shares as the Committee may reasonably select from
time to time. Notwithstanding the foregoing, with respect to Options granted on
or before the first day that the Shares are traded on the NASDAQ National Market
System other than on an as issued or when issued basis, Fair Market Value means
the average closing price of the Shares as reported on the NASDAQ National
Market System for the first ten (10) days that the Shares are traded thereon
other than on an as issued or when issued basis.
2.11 "Incentive Stock Option" means an Option meeting the requirements and
containing the limitations and restrictions set forth in Section 422 of the
Code.
2.12 "Non Qualified Stock Option" means an Option other than an Incentive
Stock Option.
2.13 "Option" means the right to purchase the number of Shares specified by
the Committee, at a price and for a term fixed by the Committee, in accordance
with the Plan, and subject to such other limitations and restrictions as the
Plan and the Committee may impose.
2.14 "Option Agreement" means a written agreement in such form as may be,
from time to time, hereafter approved by the Committee, which shall be duly
executed by the Company and the Employee and which shall set forth the terms and
conditions of an Option under the Plan.
2.15 "Parent" means any corporation, other than the employer corporation,
in an unbroken chain of corporations ending with the employer corporation if, at
the time of the granting of the Option, each of the corporations other than the
employer corporation owns stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
2.16 "Plan" means the 1996 Long-Term Incentive Plan, as amended and
restated.
2.17 "Regulation T" means Part 220, chapter II, title 12 of the Code of
Federal Regulations, issued by the Board of Governors of the Federal Reserve
System pursuant to the Exchange Act, as amended from time to time, or any
successor regulation which may hereafter be adopted in lieu thereof.
2.18 "Rule 16b-3" means Rule 16b-3 of the General Rules and Regulations of
the Securities and Exchange Commission as in effect at the time of reference, or
any successor rules or regulations which may hereafter be adopted in lieu
thereof, and any reference to any specific provisions of Rule 16b-3 shall refer
to the corresponding provisions of Rule 16b-3 as it may hereafter be amended or
replaced.
2.19 "Shares" means shares of the Company's $.01 par value common stock or,
if by reason of the adjustment provisions contained herein, any rights under an
Option under the Plan pertain to any other security, such other security.
2.20 "Subsidiary" or "Subsidiaries" means any corporation or corporations
other than the employer corporation in an unbroken chain of corporations
beginning with the employer corporation if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain.
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<PAGE>
2.21 "Successor" means the legal representative of the estate of a deceased
Employee or the person or persons who shall acquire the right to exercise or
receive an Option by bequest or inheritance or by reason of the death of the
Employee.
2.22 "Tenured Directors" means individuals who at the beginning of any
period of two (2) consecutive years (not including any period prior to the
adoption of this Plan) and any new director(s) whose election by the Board or
nomination for election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was previously so approved.
2.22 "Term" means the period during which a particular Option may be
exercised.
3. Stock Subject to the Plan. There will be reserved for use, upon the exercise
of Options to be granted from time to time under the Plan, an aggregate of
2,000,000 Shares, which Shares may be, in whole or in part, as the Board shall
from time to time determine, authorized but unissued Shares, or issued Shares
which shall have been reacquired by the Company. Any Shares subject to issuance
upon exercise of Options but which are not issued because of a surrender, lapse,
expiration, forfeiture or termination of any such Option prior to issuance of
the Shares shall once again be available for issuance in satisfaction of
Options.
4. Administration of the Plan. The Board shall appoint the Committee, which
shall consist of at least two (2) members of the Board who are neither employees
nor officers of the Company and who are outside directors within the meaning of
Treasury Regulation Section 1.162-27. Subject to the provisions of the Plan, the
Committee shall have full authority, in its discretion, to determine the
Employees to whom Options shall be granted, the number of Shares to be covered
by each of the Options, and the terms of any such Option; to amend or cancel
Options (subject to Section 18 of the Plan), to accelerate the vesting of
Options; to require the cancellation or surrender of any previously granted
Options under this Plan or any other plans of the Company as a condition to the
granting of an Option; to interpret the Plan; to prescribe, amend and rescind
rules and regulations relating to the Plan; and generally to interpret and
determine any and all matters whatsoever relating to the administration of the
Plan and the granting of Options hereunder. The Board may from time to time
appoint members to the Committee in substitution for or in addition to members
previously appointed and may fill vacancies, however caused, in the Committee.
The Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of its
members shall constitute a quorum. Any action of the Committee may be taken by a
written instrument signed by all of the members, and any action so taken shall
be fully as effective as if it had been taken by a vote of a majority of the
members at a meeting duly called and held. The Committee shall make such rules
and regulations for the conduct of its business as it shall deem advisable and
shall appoint a Secretary who shall keep minutes of its meetings and records of
all action taken in writing without a meeting. No member of the Committee shall
be liable, in the absence of bad faith, for any act or omission with respect to
his or her service on the Committee.
5. Employees to Whom Options May Be Granted. Options may be granted in each
calendar year or portion thereof while the Plan is in effect to such of the
Employees as the Committee, in its discretion, shall determine. In determining
the Employees to whom Options shall be granted and the number of Shares to be
issued or subject to purchase or issuance under such Options, the Committee
shall take into account the recommendations of the Company's management as to
the duties of the respective Employees, their present and potential
contributions to the success of the Company and its Subsidiaries, and such other
factors as the Committee shall deem relevant in connection with accomplishing
the purposes of the Plan; provided however, no Employee may receive Options to
acquire more than 500,000 Shares in any one calendar year. No Option shall be
granted to any member of the Committee so long as his or her membership on the
Committee continues or to any member of the Board who is not also an Employee of
the Company or any Subsidiary.
6. Types and Basic Terms of Options.
6.1 Types of Options. Options granted under the Plan may be (i) Incentive
Stock Options, (ii) Non-Qualified Stock Options or (iii) a combination of the
foregoing. The Option Agreement shall designate whether an Option is an
Incentive Stock Option or a Non-Qualified Stock Option and separate Option
Agreements shall be issued for each type of Option when a combination of an
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<PAGE>
Incentive Stock Option and a Non-Qualified Stock Option are granted on the same
date to the same Employee. Any Option which is designated as a Non-Qualified
Stock Option shall not be treated by the Company or the Employee to whom the
Option is granted as an Incentive Stock Option for federal income tax purposes.
6.2 Option Price. The option price per Share of any Non-Qualified Stock
Option granted under the Plan shall be the Fair Market Value of the Shares
covered by the Option on the date the Option is granted unless the Committee, in
its sole discretion, determines to set the option price at an amount less than
or greater than the Fair Market Value of the Shares on such date. The option
price per Share of any Incentive Stock Option granted under the Plan shall not
be less than the Fair Market Value of the Shares covered by the Option on the
date the Option is granted.
Notwithstanding anything herein to the contrary, the option price per Share
of any Incentive Stock Option granted to an Employee Stockholder shall not be
less than one hundred ten percent (110%) of the Fair Market Value of the Shares
covered by the Option on the date the Option is granted.
6.3 Term of Options. Options granted hereunder shall be exercisable for a
Term of not more than ten (10) years from the date of grant thereof, but shall
be subject to earlier termination as hereinafter provided. Each Option Agreement
issued hereunder shall specify the Term of the Option, which shall be determined
by the Committee in accordance with its discretionary authority hereunder.
Notwithstanding anything herein to the contrary, if an Incentive Stock
Option is granted to an Employee Stockholder, then such Incentive Stock Option
shall not be exercisable more than five (5) years from the date of grant
thereof, but shall be subject to earlier termination as hereinafter provided.
6.4 Vesting of Options. Unless otherwise determined by the Committee, in
its discretion, and set forth in the related Option Agreement, an Option may be
exercised, prior to its expiration or termination, within the following time
limitations:
6.4.1 After one (1) year from the date of grant, it may be exercised
as to not more than thirty percent (30%) of the Shares originally subject to the
Option.
6.4.2 After two (2) years from the date of grant, it may be exercised
as to not more than an aggregate of sixty percent (60%) of the Shares originally
subject to the Option.
6.4.3 After three (3) years from the date of grant, it may be
exercised as to any and all of the Shares subject to the Option.
7. Limit on Fair Market Value of Incentive Stock Options. No Employee may be
granted an Incentive Stock Option hereunder to the extent that the aggregate
fair market value (such fair market value being determined as of the date of
grant of the option in question) of the stock with respect to which incentive
stock options are first exercisable by such Employee during any calendar year
(under all such plans of the Employee's employer corporation, its Parent, if
any, and its Subsidiaries, if any) exceeds One Hundred Thousand Dollars
($100,000). For purposes of the preceding sentence, options shall be taken into
account in the order in which they were granted. Any Option granted under the
Plan which is intended to be an Incentive Stock Option, but which exceeds the
limitation set forth in this Section 7, shall be a Non-Qualified Stock Option.
8. Date of Grant. The date of grant of an Option granted hereunder shall be the
date on which the Committee acts in granting the Option.
9. Exercise of Rights Under Options.
9.1 Notice of Exercise. An Employee entitled to exercise an Option shall do
so by delivery of a written notice to that effect specifying the number of
Shares with respect to which the Option is being exercised and any other
relevant information the Committee may require. The notice shall be accompanied
by payment in full of the purchase price of any Shares to be purchased, which
payment may be made in cash or, with the Committee's approval (which in the case
of Incentive Stock Options must be given at the time of grant), in Shares valued
at Fair Market Value at the time of exercise or a combination thereof. No Shares
shall be issued upon exercise of an Option until full payment has been made
therefor. All notices or requests provided for herein shall be delivered to the
Company's Secretary, or such other person as the Committee may designate.
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<PAGE>
9.2 Cashless Exercise Procedures. The Company, in its sole discretion, may
establish procedures whereby an Employee, subject to the requirements of Rule
16b-3, Regulation T, federal income tax laws, and other federal, state and local
tax and securities laws, can exercise an Option or a portion thereof without
making a direct payment of the option price to the Company; provided, however,
that these cashless exercise procedures shall not apply to Incentive Stock
Options which are outstanding on the date the Company establishes such
procedures unless the application of such procedures to such Options is
permitted pursuant to the Code and the regulations thereunder without affecting
the Options' qualification under Code Section 422 as Incentive Stock Options. If
the Company so elects to establish a cashless exercise program, the Company
shall determine, in its sole discretion, and from time to time, such
administrative procedures and policies as it deems appropriate and such
procedures and policies shall be binding on any Employee wishing to utilize the
cashless exercise program.
10. Other Option Terms and Conditions. Each Option or each Option Agreement
setting forth an Option shall contain such other terms and conditions not
inconsistent herewith as shall be approved by the Committee.
11. Execution by Employee of Certain Agreements Upon Grant of an Option. As a
condition of the grant of an Option, an Employee must enter into the following
agreement with the Company: (a) a Non-Interference Agreement ("Non- Interference
Agreement") and (b) an Assignment of Inventions and Non-Disclosure Agreement
("Non-Disclosure Agreement"; and together with the Non-Interference Agreement,
the "Company Agreements"). An Employee shall not be permitted to exercise any
Option granted under the Plan unless and until such Employee has executed and
delivered to the Company each of the Company Agreements, including any and all
amendments, modifications or extensions requested by the Company.
12. Rights of Option Holder. The holder of an Option shall not have any of the
rights of a stockholder with respect to the Shares subject to purchase or
receipt under the Option, except to the extent that one or more certificates for
such Shares shall be issuable to the holder upon the due exercise of the Option
and the payment in full of the purchase price therefor.
13. Nontransferability of Options. An Option shall not be transferable other
than: (a) by will or the laws of descent and distribution, and an Option subject
to exercise may be exercised, during the lifetime of the holder of the Option,
only by the holder or in the event of death, the holder's Successor, or in the
event of disability, the holder's personal representative, or (b) pursuant to a
qualified domestic relations order, as defined in the Code or ERISA or the rules
thereunder; provided, however, that an Incentive Stock Option may not be
transferred pursuant to a qualified domestic relations order unless such
transfer is otherwise permitted pursuant to the Code and the regulations
thereunder without affecting the Option's qualification under Code Section 422
as an Incentive Stock Option.
14. Adjustments Upon Changes in Capitalization. In the event of changes in the
outstanding Shares by reason of stock dividends, stock splits,
reclassifications, recapitalizations, mergers, consolidations, combinations, or
exchanges of shares, separations, reorganizations or liquidations, or similar
events, or in the event of extraordinary cash or non-cash dividends being
declared with respect to the Shares, or similar transactions or events, the
number and class of Shares available under the Plan in the aggregate, the number
and class of Shares subject to Options theretofore granted, applicable purchase
prices and all other applicable provisions, shall, subject to the provisions of
the Plan, be equitably adjusted by the Committee (which adjustment may, but need
not, include payment to the holder of an Option, in cash or in shares, in an
amount equal to the difference between the price at which such Option may be
exercised and the then current fair market value of the Shares subject to such
Option as equitably determined by the Committee). The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee, in its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Option.
15. Change in Control. Notwithstanding anything to the contrary in the Plan or
any Option Agreement, in the case of a Change in Control of the Company, each
Option granted under the Plan shall terminate ninety (90) days after the
occurrence of such Change in Control but, in the event of any such termination,
an Option holder shall have the right, commencing at least five (5) days prior
to such Change in Control and subject to any other limitation on the exercise of
such Option in effect on the date of exercise to immediately exercise any Option
in full, without regard to any vesting limitations, to the extent they shall not
have been theretofore exercised. The foregoing provision shall not apply to the
holder of an Option to the extent that the application of such provision would
cause such Option, when aggregated with all other payments in the nature of
compensation due to the holder of the Option, to be treated as an "excess
parachute payment" within the meaning of Section 280G of the Code. If a Change
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<PAGE>
in Control would be deemed to have occurred under paragraph 2.2.3(a) hereof
except for the fact that the President of the Company is the President, Chairman
or Chief Executive Officer of the Company or the surviving entity, then if the
Employee's relationship with the surviving entity is terminated within nine (9)
months of the merger or consolidation for any reason other than good cause
(which shall not include downsizing or consolidation of resources), as
determined by the surviving entity, then a Change in Control shall be deemed to
have occurred upon such termination with respect to the options of such
terminated employee.
16. Forms of Options. Nothing contained in the Plan nor any resolution adopted
or to be adopted by the Board or by the stockholders of the Company shall
constitute the granting of any Option. An Option shall be granted hereunder only
by action taken by the Committee in granting an Option. Whenever the Committee
shall designate an Employee for the receipt of an Option, the Company's
Secretary, or such other person as the Committee may designate, shall forthwith
send notice thereof to the Employee, in such form as the Committee shall
approve, stating the number of Shares subject to the Option, its Term, and the
other terms and conditions thereof. The notice shall be accompanied by a written
Option Agreement in such form as may from time to time hereafter be approved by
the Committee, which shall have been duly executed by or on behalf of the
Company. If the surrender of previously issued Options is made a condition of
the grant, the notice shall set forth the pertinent details of such condition.
Execution by the Employee to whom such Option is granted of said Option
Agreement in accordance with the provisions set forth in this Plan shall be a
condition precedent to the exercise or receipt of any Option.
17. Taxes.
17.1 Right to Withhold Required Taxes. The Company shall have the right to
require a person entitled to receive Shares pursuant to the exercise of an
Option under the Plan to pay the Company the amount of any taxes which the
Company is or will be required to withhold with respect to such Shares before
the certificate for such Shares is delivered pursuant to the Option.
Furthermore, the Company may elect to deduct such taxes from any other amounts
then payable in cash or in shares or from any other amounts payable any time
thereafter to the Employee. If the Employee disposes of Shares acquired pursuant
to an Incentive Stock Option in any transaction considered to be a disqualifying
disposition under Sections 421 and 422 of the Code, the Employee shall notify
the Company of such transfer and the Company shall have the right to deduct any
taxes required by law to be withheld from any amounts otherwise payable then or
at any time thereafter to the Employee.
17.2 Employee Election to Withhold Shares. Subject to specific Committee
approval (which in the case of Incentive Stock Options must be given at the time
of grant), an Employee may elect to satisfy the tax liability with respect to
the exercise of an Option by having the Company withhold Shares otherwise
issuable upon exercise of the Option; provided, however, that if an Employee is
subject to Section 16(b) of the Exchange Act at the time the Option is
exercised, such election must satisfy the requirements of Rule 16b-3.
18. Termination of the Plan. The Plan shall terminate ten (10) years from the
date hereof, and an Option shall not be granted under the Plan after that date
although the terms of any Options may be amended at any date prior to the end of
its Term in accordance with the Plan. Any Options outstanding at the time of
termination of the Plan shall continue in full force and effect according to the
terms and conditions of the Option and this Plan.
19. Amendment of the Plan. The Plan may be amended at any time and from time to
time by the Board, but no amendment without the approval of the stockholders of
the Company shall be made if stockholder approval under Section 422 of the Code
or Rule 16b-3 would be required. Notwithstanding the discretionary authority
granted to the Committee in Section 4 of the Plan, no amendment of the Plan or
any Option granted under the Plan shall impair any of the rights of any holder,
without the holder's consent, under any Option theretofore granted under the
Plan.
20. Delivery of Shares on Exercise. Delivery of certificates for Shares pursuant
to the grant or exercise of an Option may be postponed by the Company for such
period as may be required for it with reasonable diligence to comply with any
applicable requirements of any federal, state or local law or regulation or any
administrative or quasi-administrative requirement applicable to the sale,
issuance, distribution or delivery of such Shares. The Committee may, in its
sole discretion, require an Employee to furnish the Company with appropriate
representations and a written investment letter prior to the exercise of an
Option or the delivery of any Shares pursuant thereto.
21. Fees and Costs. The Company shall pay all original issue taxes on the
exercise of any Option granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.
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22. Effectiveness of the Plan. The Plan shall become effective when approved by
the Board. The Plan shall thereafter be submitted to the Company's stockholders
for approval and unless the Plan is approved by the Company's stockholders at a
meeting duly held in accordance with Delaware law within twelve (12) months
after being approved by the Board, the Plan and all Options made under it shall
be void and of no force and effect. In aid of this provision any Options granted
prior to the approval of the Plan by the Company's stockholders shall be
conditioned upon receipt of such approval.
23. Other Provisions. As used in the Plan and in Option Agreements and other
documents prepared in implementation of the Plan, references to the masculine
pronoun shall be deemed to refer to the feminine or neuter, and references in
the singular or the plural shall refer to the plural or the singular, as the
identity of the person or persons or entity or entities being referred to may
require. The captions used in the Plan and in such Options and other documents
prepared in implementation of the Plan are for convenience only and shall not
affect the meaning of any provision hereof or thereof.
24. Delaware Law to Govern. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
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<PAGE>
EXHIBIT B
AMENDED AND RESTATED
1996 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN OF
ACCESS BEYOND, INC.
1. Purpose of the Plan. This 1996 Non-Employee Directors' Stock Option Plan of
Access Beyond, Inc., adopted as of the 18th day of November, 1996, and as
amended and restated as of the 4th day of February, 1997, is intended to
encourage directors of the Company who are not officers or key employees of the
Company or any of its Subsidiaries to acquire or increase their ownership of
common stock of the Company. The opportunity so provided is intended to foster
in participants an incentive to put forth maximum effort for the continued
success and growth of the Company and its Subsidiaries.
2. Definitions. When used herein, the following terms shall have the meanings
set forth below:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Change in Control" means a change in control of the Company of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Exchange Act (as in effect
on the date the Plan is adopted by the Board), whether or not the Company is
then subject to such reporting requirement; provided, that, without limitation,
such a Change in Control shall be deemed to have occurred if:
2.2.1 any "person" (as defined in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing twenty-five (25%) or more of the combined voting power of the
Company then outstanding securities otherwise than through any transaction or
transactions arranged, or consummated with the prior approval of, the Board;
provided, however, that a Change in Control shall not be deemed to occur under
this clause (a) by reason of the acquisition of securities by the Company or an
employee benefit plan (or any trust funding such a plan) maintained by the
Company, or solely by reason of the new issuance of securities directly by the
Company; or
2.2.2 during any period of two (2) consecutive years (not including
any period prior to the adoption of this Plan) there shall cease to be a
majority of the Board comprised of Tenured Directors; or
2.2.3 (a) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than eighty percent (80%) of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or (ii) the stockholders of the
Company approve a plan of complete liquidation of the Company or an agreement
for the sale or disposition by the Company of all or substantially all the
Company's assets.
2.3 "Code" means the Internal Revenue Code of 1986, as in effect at the
time of reference, or any successor revenue code which may hereafter be adopted
in lieu thereof, and any reference to any specific provisions of the Code shall
refer to the corresponding provisions of the Code as it may hereafter be amended
or replaced.
2.4 "Committee" means the Compensation Committee of the Board or any other
committee appointed by the Board which is invested by the Board with
responsibility for the administration of the Plan.
2.5 "Company" means Access Beyond, Inc., a Delaware corporation.
2.6 "Directors" means directors who serve on the Board and who are neither
officers nor key employees of the Company or any of its Subsidiaries.
2.7 "ERISA" means the Employee Retirement Income Security Act of 1974, as
in effect at the time of reference, or any successor law which may hereafter be
adopted in lieu thereof, and any reference to any specific provisions of ERISA
shall refer to the corresponding provisions of ERISA as it may hereafter be
amended or replaced.
<PAGE>
2.8 "Exchange Act" means the Securities Exchange Act of 1934, as in effect
at the time of reference, or any successor law which may hereafter be adopted in
lieu thereof, and any reference to any specific provisions of the Exchange Act
shall refer to the corresponding provisions of the Exchange Act as it may be
amended or replaced.
2.9 "Fair Market Value" means with respect to the Shares, the closing price
of the Shares as reported on the NASDAQ National Market System, on the last
business day prior to the date on which the value is to be determined, as
reported in the Wall Street Journal or such other source of quotations for, or
report of trading of, the Shares as the Committee may reasonably select from
time to time. Notwithstanding the foregoing, with respect to Options granted on
the effective date of the Plan, Fair Market Value means the average closing
price of the Shares on the NASDAQ National Market System for the ten (10)
trading days immediately following the last business day prior to the effective
day of the Plan.
2.10 "Option" means the right to purchase the number of Shares specified by
the Plan at a price and for a term fixed by the Plan, and subject to such other
limitations and restrictions as the Plan and the Committee imposes.
2.11 "Option Agreement" means a written agreement in such form as may be,
from time to time, hereafter approved by the Committee, which shall be duly
executed by the Company and the Director and which shall set forth the terms and
conditions of an Option under the Plan.
2.12 "Plan" means the 1996 Non-Employee Directors' Stock Option Plan of
Access Beyond, Inc., as amended and restated.
2.13 "Regulation T" means Part 220, chapter II, title 12 of the Code of
Federal Regulations, issued by the Board of Governors of the Federal Reserve
System pursuant to the Exchange Act, as amended from time to time.
2.14 "Rule 16b-3" means Rule 16b-3 of the General Rules and Regulations of
the Securities and Exchange Commission as in effect at the time of reference, or
any successor rules or regulations which may hereafter be adopted in lieu
thereof and any reference to any specific provisions of Rule 16b-3 shall refer
to the corresponding provisions of Rule 16b-3 as it may hereafter be amended or
replaced.
2.15 "Share" means shares of the Company $.01 par value common stock or, if
by reason of the adjustment provisions contained herein, any rights under an
Option under the Plan pertain to any other security, such other security.
2.16 "Subsidiary" or "Subsidiaries" means any corporation or corporations
other than the Company in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
2.17 "Successor" means the legal representative of the estate of a deceased
Director or the person or persons who shall acquire the right to exercise or
receive an Option by bequest or inheritance or by reason of the death of the
Director.
2.18 "Tenured Directors" means individuals who at the beginning of any
period of two (2) consecutive years (not including any period prior to the
adoption of this Plan) constitute the Board and any new director(s) whose
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved.
2.19 "Term" means the period during which a particular Option may be
exercised.
3. Stock Subject to the Plan. There will be reserved for use, upon the exercise
of Options to be granted from time to time under the Plan, an aggregate of
250,000 Shares, which Shares may be, in whole or in part, as the Board shall
from time to time determine, authorized but unissued Shares, or issued Shares
which shall have been reacquired by the Company. Any Shares subject to issuance
upon exercise of Options but which are not issued because of a surrender, lapse,
expiration or termination of any such Option prior to issuance of the Shares
shall once again be available for issuance in satisfaction of Options.
4. Administration of the Plan. The Board shall appoint the Committee, which
shall consist of at least two (2) members of the Board who are neither employees
nor officers of the Company. Subject to the provisions of the Plan, the
Committee shall have full authority, in its discretion, to interpret the Plan,
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<PAGE>
to prescribe, amend and rescind rules and regulations relating to the Plan, and
generally to interpret and determine any and all matters whatsoever relating to
the administration of the Plan and the granting of Options hereunder. The Board
may, from time to time, appoint members to the Committee in substitution for or
in addition to members previously appointed and may fill vacancies, however
caused, in the Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it shall deem
advisable. A majority of its members shall constitute a quorum. Any action of
the Committee may be taken by a written instrument signed by all of the members,
and any action so taken shall be fully as effective as if it had been taken by a
vote of a majority of the members at a meeting duly called and held. The
Committee shall make such rules and regulations for the conduct of its business
as it shall deem advisable and shall appoint a Secretary who shall keep minutes
of its meetings and records of all action taken in writing without a meeting. No
member of the Committee shall be liable, in the absence of bad faith, for any
act or omission with respect to his or her service on the Committee.
5. Grant of Options. Each Director who is a Director on the date the Plan
becomes effective shall be granted an Option on such date to purchase 25,000
Shares without further action by the Board or the Committee. Each Director who
joins the Board after the date the Plan becomes effective shall be granted an
Option on the first day of his initial term on the Board to purchase 25,000
Shares without further action by the Board or the Committee. In addition, on the
fifth business day after the Company's Annual Report on Form 10-K is filed with
the Securities and Exchange Commission for each fiscal year during which the
Plan is in effect, each Director who is a Director on such date shall be
automatically granted an additional Option to purchase 5,000 Shares without
further action by the Board or the Committee. If the number of Shares available
under the Plan on a scheduled grant date is insufficient to make all automatic
grants required to be made pursuant to the Plan on such date, then each Eligible
Director shall receive an Option to purchase a pro rata number of the remaining
Shares, if any, under the Plan; provided further, however, that if such
proration results in fractional Shares, then such Option shall be rounded down
to the nearest number of whole Shares. A Director may designate one or more
persons (as defined in Sections 13(d) and 14(d) of the Exchange Act) who are
neither officers nor key employees of the Company or any of its Subsidiaries to
be granted the Options which such Director is entitled to received hereunder, in
which case the Options granted to such designee shall be subject to the
provisions hereof that would have been applicable to such Director, had such
Options been granted to such Director.
6. Basic Stock Option Provisions.
6.1 Option Price. The option price per share of any Option granted under
the Plan shall be the Fair Market Value of the Shares covered by the Option on
the date the Option is granted.
6.2 Term of Options. Subject to paragraphs (a) and (b) of this Section 6.2,
Options granted hereunder shall be exercisable for a Term of ten (10) years from
the date of grant thereof, but shall be subject to earlier termination as
hereinafter provided.
6.2.1 Except as otherwise provided in the Plan, prior to its
expiration or termination, any Option granted hereunder on the date the Plan
becomes effective or on the first day of a Director's initial term on the Board
(each, an "Initial Option") may be exercised within the following time
limitations:
(a) After one year from the date of grant, an Initial Option may
be exercised as to not more than thirty percent (30%) of the Shares originally
subject to the Initial Option.
(b) After two years from the date of grant, an Initial Option may
be exercised as to not more than sixty percent (60%) of the Shares originally
subject to the Initial Option.
(c) After three years from the date of the grant, an Initial
Option may be exercised as to any part or all of the Shares originally subject
to the Initial Option.
6.2.2 Except as otherwise provided in the Plan, prior to its
expiration or termination, any Option granted hereunder that is not an Initial
Option may be exercised at any time after three years from the date of grant.
6.3 Termination of Directorship. In the event a Director ceases to be a
member of the Board (other than by reason of death or disability), then (a) an
Option may be exercised by the Director (to the extent the Director shall have
been entitled to do so at the time he or she ceased to be a member of the Board)
at any time within seven (7) months after he or she ceases to be a member of the
Board, but not beyond the Term of the Option and (b) the portion of the Option
that has not vested as of the date the Director ceases to be a member of the
Board shall automatically terminate.
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<PAGE>
6.4 Death or Disability of Director. If a Director dies or becomes disabled
while he or she is a member of the Board, or within seven (7) months after he or
she ceases to be a Member of the Board, an Option may be exercised (to the
extent the Director was entitled to do so at the time of his or her death or
disability) by the Director or the Director's Successor, as the case may be, at
any time within one (1) year after the Director ceases to be a member of the
Board on account of such death or disability, but not beyond the Terms of the
Option.
7. Exercise of Rights Under Options.
7.1 Notice of Exercise. A Director entitled to exercise an Option may do so
by delivery of a written notice to that effect specifying the number of Shares
with respect to which the Option is being exercised and any other information
the Committee may require. The notice shall be accompanied by payment in full of
the purchase price of any Shares to be purchased, which payment shall be made in
cash or by certificates of Shares held for more than six (6) months, duly
endorsed in blank equal in value to the purchase price of the Shares to be
purchased based on their Fair Market Value at the time of exercise or a
combination thereof. No Shares shall be issued upon exercise of an Option until
full payment has been made therefor. All notices or requests provided for herein
shall be delivered to the Company's Chief Financial Officer, or such other
person as the Committee may designate. No fractional Shares shall be issued.
7.2 Cashless Exercise Procedures. The Company, in its sole discretion, may
establish procedures whereby a Director, subject to the requirements of Rule
16b-3, Regulation T, federal income tax laws, and other federal, state and local
tax and securities laws, can exercise an Option or a portion thereof without
making a direct payment of the option price to the Company. If the Company so
elects to establish a cashless exercise program, the Company shall determine, in
its sole discretion, and from time to time, such administrative procedures and
policies as it deems appropriate and such procedures and policies shall be
binding on any Director wishing to utilize the cashless exercise program.
8. Other Option Terms and Conditions. Each Option or each Option Agreement
evidencing the grant of an Option shall contain such other terms and conditions
not inconsistent herewith as shall be approved by the Committee.
9. Rights of Option Holder. The holder of an Option shall not have any of the
rights of a stockholder with respect to the Shares subject to purchase or
receipt under his or her Option, except to the extent that one or more
certificates for such Shares shall be issuable to the holder upon the due
exercise of the Option and the payment in full of the purchase price therefor.
10. Nontransferability of Options. An Option shall not be transferable, other
than: (a) by will or the laws of descent and distribution, and an Option subject
to exercise may be exercised, during the lifetime of the holder of the Option,
only by the holder, or in the event of death, the holder's Successor, or in the
event of disability, the holder's personal representative, or (b) pursuant to a
qualified domestic relations order, as defined in the Code or ERISA or the rules
thereunder.
11. Adjustments Upon Changes in Capitalization. In the event of changes in the
outstanding Shares by reason of stock dividends, stock splits,
reclassifications, recapitalizations, mergers, consolidations, combinations, or
exchanges of shares, separations, reorganizations or liquidations, or similar
events, or in the event of extraordinary cash or non-cash dividends being
declared with respect to the Shares, or similar transactions or events, the
number and class of Shares available under the Plan in the aggregate, the number
and class of Shares subject to Options theretofore granted, applicable purchase
prices and all other applicable provisions, shall, subject to the provisions of
the Plan, be equitably adjusted by the Committee (which adjustment may, but need
not, include payment to the holder of an Option, in cash or in shares, in an
amount equal to the difference between the price at which such Option may be
exercised and the then current fair market value of the Shares subject to such
Option as equitably determined by the Committee). The foregoing adjustment and
the manner of application of the foregoing provisions shall be determined by the
Committee, in its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become subject to an
Option.
12. Change in Control. Notwithstanding anything to the contrary in the Plan or
in any Option Agreement, in the case of a Change in Control of the Company, each
Option granted under the Plan shall terminate on the later of (a) ninety (90)
days after the occurrence of such Change in Control and (b) seven (7) months
following the date of grant of an Option, and an Option holder shall have the
right, commencing at least five (5) days prior to such Change in Control and
subject to any other limitation on the exercise of such Option in effect on the
date of exercise, to immediately exercise any Option in full, without regard to
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<PAGE>
any vesting limitations, to the extent it shall not have been previously
exercised.
13. Forms of Options. An Option shall be granted hereunder on the date or dates
specified in the Plan. Whenever the Plan provides for the receipt of an Option
by a Director, the Company's Chief Financial Officer or such other person as the
Committee shall appoint, shall send notice thereof to the Director, in such form
as the Committee shall approve, stating the number of Shares subject to the
Option, its Term, and the other terms and conditions thereof. The notice shall
be accompanied by a written Option Agreement, in such form as may from time to
time hereafter be approved by the Committee, which shall have been duly executed
by or on behalf of the Company. Execution by the Director to whom such Option is
granted of said Option Agreement in accordance with the provisions set forth in
this Plan shall be a condition precedent to the exercise of any Option.
14. Taxes.
14.1 Right to Withhold Required Taxes. The Company shall have the right to
require a person entitled to receive Shares pursuant to the exercise of an
Option under the Plan to pay the Company the amount of any taxes which the
Company is or will be required to withhold, if any, with respect to such Shares
before the certificate for such Shares is delivered pursuant to the Option.
Furthermore, the Company may elect to deduct such taxes from any other amounts
then payable in cash or in shares or from any other amounts payable any time
thereafter to the Director.
14.2 Director Election to Withhold Shares. A Director may satisfy the
withholding tax liability, if any, with respect to the exercise of an Option, by
having the Company withhold Shares otherwise issuable upon exercise of the
Option if such Director makes an election to do so which satisfies the
requirements of Rule 16b-3.
15. Termination of the Plan. The Plan shall terminate ten (10) years from the
date the Plan becomes effective, and an Option shall not be granted under the
Plan after that date although the terms of any Option may be amended at any date
prior to the end of its Term in accordance with the Plan. Any Option outstanding
at the time of termination of the Plan shall continue in full force and effect
according to the terms and conditions of the Option and this Plan.
16. Amendment of the Plan. The Plan may be amended at any time and from time to
time by the Board. Notwithstanding the discretionary authority granted to the
Committee in Section 4 of the Plan, no amendment of the Plan or any Option
granted under the Plan shall impair any of the rights of any holder, without the
holder's consent, under any Option theretofore granted under the Plan.
17. Delivery of Shares on Exercise. Delivery of certificates for Shares pursuant
to an Option exercise may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with any applicable
requirements of any federal, state or local law or regulation or any
administrative or quasi-administrative requirement applicable to the sale,
issuance, distribution or delivery of such Shares. The Committee may, in its
sole discretion, require a Director to furnish the Company with appropriate
representations and a written investment letter prior to the exercise of an
Option or the delivery of any Shares pursuant thereto.
18. Fees and Costs. The Company shall pay all original issue taxes on the
exercise of any Option granted under the Plan and all other fees and expenses
necessarily incurred by the Company in connection therewith.
19. Effectiveness of the Plan. The Plan shall become effective when approved by
the Board. The Plan shall thereafter be submitted to the Company's stockholders
for approval and unless the Plan is approved by the Company's stockholders at a
meeting duly held in accordance with Delaware law within twelve (12) months
after being approved by the Board, the Plan and all Options made under it shall
be void and of no force and effect. In aid of this provision any Options granted
prior to the approval of the Plan by the Company's stockholders shall be
conditioned upon receipt of such approval.
20. Other Provisions. As used in the Plan, and in Option Agreements and other
documents prepared in implementation of the Plan, references to the masculine
pronoun shall be deemed to refer to the feminine or neuter, and references in
the singular or the plural shall refer to the plural or the singular, as the
identity of the person or persons or entity or entities being referred to may
require. The captions used in the Plan and in Option Agreements and other
documents prepared in implementation of the Plan are for convenience only and
shall not affect the meaning of any provision hereof or thereof
21. Delaware Law to Govern. This Plan shall be governed by and construed in
accordance with the laws of the State of Delaware.
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<PAGE>
ACCESS BEYOND, INC.
Proxy for Special Meeting of Stockholders - March 6, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Ronald A. Howard as Proxy, with the power
to appoint a substitute, to represent and to vote, as designated below, all the
shares of common stock of Access Beyond, Inc. (the "Company"), $0.01 par value
per share (the "Common Stock"), held of record by the undersigned at the close
of business on February 4, 1997, at the Special Meeting of Stockholders to be
held on March 6, 1997, and all adjournments thereof.
1. Approval and adoption of the Company's Amended and Restated 1996 Long
Term Incentive Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
2. Approval and adoption of the Company's Amended and Restated 1996
Non-employee Directors Stock Option Plan.
|_| FOR |_| AGAINST |_| ABSTAIN
3. In his discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
(continued on reverse side)
<PAGE>
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, said Proxy will
vote in favor of Proposal 1 and in favor of Proposal 2, and will use his
discretion for any matters referred to in Item 3.
Please sign exactly as name appears hereon.
Date:________________ ___, 1997
______________________________________
(Signature)
______________________________________
(Signature if held jointly)
When shares of Common Stock are held
by joint tenants, both should sign.
When signing as attorney, as executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership
please sign in the partnership name by
authorized person. Please note any
change in your address alongside the
address as it appears in the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
