<PAGE>
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. ___________)
Filed by the Registrant: /X/
Filed by a party other than the Registrant: / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential for Use of the
/X/ Definitive Proxy Statement Commission Only (as permitted
/ / Definitive Additional Materials by Rule 14a-6(e)(2))
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
OMTOOL, LTD.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
April 29, 1999
Dear Fellow Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders,
which will be held this year on Friday, May 28, 1999 at 10:00 A.M. local time,
at the Nashua Marriott, 2200 Southwood Drive, Nashua, New Hampshire 03063.
At this year's meeting, you are asked to elect two Class II directors
and to ratify the selection of the Company's auditors. The accompanying Notice
of Meeting and Proxy Statement describe these proposals. We urge you to read
this information carefully.
Your Board of Directors unanimously believes that the election of its
nominees as directors and the ratification of its appointment of auditors are in
the best interest of Omtool, Ltd. and its stockholders, and accordingly
recommends a vote FOR Items 1 and 2 on the enclosed proxy card.
Whether or not you plan to attend the meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Annual Meeting and Proxy Statement, may I urge you to complete, sign,
date and return your proxy ballot in the envelope provided. If the address on
the accompanying material is incorrect, please advise the Company in writing at
8 Industrial Way, Salem, New Hampshire 03079, Attention: Darioush Mardan.
For the Board of Directors
Robert L. Voelk
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
<PAGE>
OMTOOL, LTD.
8 INDUSTRIAL WAY
SALEM, NEW HAMPSHIRE 03079
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 1999
-------------------
To The Stockholders:
The Annual Meeting of Stockholders of Omtool, Ltd., a Delaware
corporation, will be held on Friday, May 28, 1999 at 10:00 A.M. local time at
the Nashua Marriott, 2200 Southwood Drive, Nashua, New Hampshire 03063 for the
following purposes:
1. To elect two Class II directors each to serve for a three-year term.
2. To ratify the selection of the firm of Arthur Andersen LLP as
auditors for the fiscal year ending December 31, 1999.
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
Stockholders entitled to notice of and to vote at the meeting shall be
determined as of the close of business on Wednesday, April 14, 1999, the record
date fixed by the Board of Directors for such purpose.
By Order of the Board of Directors,
Darioush Mardan
SECRETARY
Salem, New Hampshire
April 29, 1999
- -------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE
IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
- -------------------------------------------------------------------------------
<PAGE>
OMTOOL, LTD.
8 INDUSTRIAL WAY
SALEM, NEW HAMPSHIRE 03079
-------------------
PROXY STATEMENT
-------------------
April 29, 1999
Proxies in the form enclosed with this proxy statement are solicited by
the Board of Directors of Omtool, Ltd. (the "Company") for use at the Annual
Meeting of Stockholders of the Company to be held on Friday, May 28, 1999 at
10:00 A.M. local time at the Nashua Marriott, 2200 Southwood Drive, Nashua, New
Hampshire 03063.
Only stockholders of record as of the close of business on April 14,
1999 (the "Record Date") will be entitled to vote at the meeting and any
adjournments thereof. As of that date, 12,592,402 shares of common stock, par
value $.01 per share (the "Common Stock"), of the Company were issued and
outstanding. Each share of Common Stock outstanding as of the Record Date will
be entitled to one vote and stockholders may vote in person or by proxy.
Execution of a proxy will not in any way affect a stockholder's right to attend
the meeting and vote in person. Any stockholder giving a proxy has the right to
revoke it by written notice to the Secretary of the Company at any time before
it is exercised. Each of the persons named as a proxy in the proxy is a director
and/or executive officer of the Company.
An Annual Report to Stockholders, containing audited financial
statements for the fiscal year ended December 31, 1998, is being mailed together
with this proxy statement to all stockholders entitled to vote. It is
anticipated that this proxy statement and the accompanying proxy will be first
mailed to stockholders on or about April 29, 1999.
The mailing address of the Company's principal executive offices is 8
Industrial Way, Salem, New Hampshire 03079.
All properly executed proxies returned in time to be counted at the
meeting and not revoked will be voted, and with respect to the election of
members of the Board of Directors, will be voted as stated below under "Election
of Directors". In addition to the election of directors, the stockholders will
act on a proposal to ratify the selection of auditors, as further described in
this proxy statement. Where a choice has been specified on the proxy with
respect to the foregoing matters, the shares represented by the proxy will be
voted in accordance with the specification and will be voted FOR the matters if
no specification is indicated.
The representation in person or by proxy of at least a majority of all
shares of Common Stock issued, outstanding and entitled to vote at the meeting
is necessary to constitute a quorum for the transaction of business. Votes
withheld from any nominee for election as director, or which contain one or more
abstentions or broker "non-votes", are counted as present or represented for
purposes of determining the presence or absence of a quorum for the meeting. A
"non-vote" occurs when a broker or other nominee holding shares for a beneficial
owner votes on one proposal, but does not vote on another proposal because, in
respect of such other proposal, the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
<PAGE>
The election of directors by the stockholders shall be determined by a
plurality of the votes cast by stockholders entitled to vote. On all other
matters being submitted to stockholders, an affirmative vote of a majority of
the shares present in person or by proxy and entitled to vote on each such
matter is required for approval; therefore, abstentions will have the practical
effect of voting against each such matter since they are included in the number
of shares present and voting on each such matter. However, broker "non-votes"
are not considered shares entitled to vote and therefore will have no impact on
the outcome of the vote. An automated system administered by the Company's
transfer agent tabulates the votes. The vote on each matter submitted to
stockholders is tabulated separately.
The Board of Directors knows of no other matter to be presented at the
meeting. If any other matter should be presented at the meeting upon which a
vote may be properly taken, shares represented by all proxies received by the
Board of Directors will be voted with respect thereto in accordance with the
judgment of the persons named as proxies in the proxy.
2
<PAGE>
MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the Record Date (except as set
forth below): (i) by each person who, to the knowledge of the Company, owned
beneficially more than 5% of the 12,592,402 shares of Common Stock of the
Company outstanding at such date; (ii) by each director and nominee; (iii) by
each executive officer identified in the Summary Compensation Table set forth
below under "Compensation and Other Information Concerning Directors and
Officers," and (iv) by the directors, nominees and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF OF BENEFICIAL
BENEFICIAL OWNER OWNERSHIP (1)(2) PERCENT OF CLASS
------------------- ----------------- ----------------
<S> <C> <C>
Martin A. Schultz (3)............................. 2,014,654 16.0%
Omtool, Ltd.
8 Industrial Way
Salem, NH 03079
Robert L. Voelk (4)............................... 1,862,954 14.8%
Omtool, Ltd.
8 Industrial Way
Salem, NH 03079
Summit Partners (5)............................... 1,698,378 13.5%
600 Atlantic Avenue
Boston, MA 02110
Dimensions Fund Advisors, Inc. (6)................ 932,000 7.4%
1299 Ocean Ave
Santa Monica, CA 90401
Richard D. Cramer................................. 46,499 *
Bruce R. Evans (7)................................ 1,698,378 13.5%
William C. Styslinger, III........................ -- --
Ellen Flaherty.................................... 84,833 *
Glyn C. Davies (8)................................ 181,818 1.4%
Mark P. Overington (9)............................ 73,100 *
All executive officers, nominees and directors as a
group (10 persons) (10)........................... 6,009,883 47.7%
</TABLE>
- -----------
* Less than 1% of the outstanding Common Stock.
(1) The persons and entities named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them, except as noted in the footnotes below
and except to the extent authority is shared by spouses under
applicable law.
(2) The number of shares of Common Stock deemed outstanding includes (i)
12,592,402 shares of Common Stock outstanding as of the Record Date
and (ii) shares of Common Stock issuable pursuant to options held by
the respective person or group which may be exercised within 60 days
after the Record Date, as set forth below.
(3) Excludes 20,000 shares held in trust for the benefit of certain
family members; Mr. Schultz disclaims beneficial ownership of such
shares. Includes 100,000 shares held in a revocable trust for the
benefit of certain family members and other individuals.
3
<PAGE>
(4) Excludes 62,000 shares held in trust for the benefit of certain
family members; Mr. Voelk disclaims beneficial ownership of such
shares.
(5) Includes 1,609,966 shares held by Summit Ventures IV, L.P. and 88,412
shares held by Summit Investors III, L.P. The respective general
partners of these entities exercise sole voting and investment power
with respect to the shares owned by such entities.
(6) Based on a Schedule 13G dated February 11, 1999 filed by Dimensional
Fund Advisors, Inc. ("DFA") reflecting beneficial ownership as of
December 31, 1998. According to the Schedule 13G, DFA exercises sole
voting power and sole disposition power to all such shares. DFA, as
an investment advisor registered under the Investment Act of 1940,
disclaims beneficial ownership to all such shares.
(7) Includes 1,609,966 shares held by Summit Ventures IV, L.P. and 88,412
shares held by Summit Investors III, L.P. Mr. Evans is a general
partner of Summit Investors III, L.P. and is the general partner of
Stamps, Woodsum & Co. IV, which is the general partner of Summit
Partners IV, L.P., which is the general partner of Summit Ventures
IV, L.P. Mr. Evans may be deemed to share voting and investment power
with respect to all shares held by the partnerships. Mr. Evans
disclaims beneficial ownership of these shares, except to the extent
of his pecuniary interest therein.
(8) Mr. Davies left the Company in April 1999.
(9) Includes 69,100 options to purchase shares of Common Stock which
may be exercised within 60 days of the Record Date by Mr. Overington.
(10) All current directors, nominees and executive officers as a group
hold options to purchase 87,447 shares of Common Stock which may be
exercised within 60 days of the Record Date.
PROPOSAL I
ELECTION OF DIRECTORS
No proxy may be voted for more people than the number of nominees set
forth below. Shares represented by all proxies received by the Board of
Directors and not so marked to withhold authority to vote for Bruce R. Evans or
William C. Styslinger, III (by writing that individual director's name where
indicated on the proxy) will be voted FOR the election of Messrs. Evans and
Styslinger, respectively. The Board of Directors knows of no reason why Messrs.
Evans or Styslinger should be unable or unwilling to serve, but if such should
be the case, proxies may be voted for the election of some other person or
persons or for fixing the number of directors at a lesser number.
INFORMATION PERTAINING TO DIRECTORS AND NOMINEES
In accordance with the Company's Amended and Restated By-laws (the
"By-laws"), the Company's Board of Directors is divided into three classes. The
Company's sole Class I Director, Richard D. Cramer, has served as a director
since January 1996. The term of Mr. Cramer expires as of the date of the Annual
Meeting of Stockholders to be held in 2001. Bruce R. Evans, one of the Company's
two Class II Directors, has served as a director since July 1996. William C.
Styslinger, III, the Company's other Class II Director, has served as a director
since June 1997. The terms of Messrs. Evans and Styslinger expire as of the date
of the Annual Meeting of Stockholders to be held in 1999. Martin A. Schultz, one
of the Company's two Class III Directors and the Company founder, has served as
a director since the Company's inception in 1991. Robert L. Voelk, the Company's
other Class III Director, has served as a director since August 1993. The terms
of Messrs. Schultz and Voelk expire as of the date of the Annual Meeting of
Stockholders to be held in 2000.
As of February 9, 1999, Anthony J. Mark a Class I Director resigned
from the Board of Directors. Upon Mr. Mark's resignation, the Board of Directors
resolved to reduce the number of Class I Directors from two to one.
4
<PAGE>
Each director serves for a three-year term, with one class of directors
being elected at each Annual Meeting. Each director holds office until his
successor is duly elected and qualified, or until his earlier death, resignation
or removal.
The following table sets forth for each nominee to be elected at the
meeting and for each Director who will continue to serve as a director beyond
the meeting, the year such nominee or director was first elected as a director,
the positions currently held by such nominee or director with the Company, the
year such nominee's or director's term will expire and the class of director of
such nominee or director.
<TABLE>
<CAPTION>
NOMINEE'S OR DIRECTOR'S NAME
AND YEAR NOMINEE OR DIRECTOR YEAR TERM CLASS OF
FIRST BECAME A DIRECTOR POSITION(S) HELD WILL EXPIRE DIRECTOR
- ------------------------------------- ---------------- ----------- --------
<S> <C> <C> <C>
Bruce R. Evans Director 1999 II
(1996)
William C. Styslinger, III Director 1999 II
(1997)
Robert L. Voelk Chief Executive Officer and 2000 III
(1993) Chairman of the Board
Martin A. Schultz President, Chief Technology 2000 III
(1991) Officer and Director
Richard D. Cramer Director 2001 I
(1996)
</TABLE>
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the Class II nominees to be elected at
the meeting, the current directors who will continue to serve as directors
beyond the meeting, and the current executive officers of the Company, their
ages and the positions currently held by each such person with the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Robert L. Voelk............................. 43 Chief Executive Officer and Chairman of the Board
Martin A. Schultz........................... 43 President, Chief Technology Officer and Director
Ellen Flaherty.............................. 33 Senior Vice President, Sales
Darioush Mardan............................. 33 Senior Vice President, Finance, Chief Financial Officer,
Treasurer and Secretary
Mark P. Overington.......................... 41 Senior Vice President, Marketing and Business Development
Paul A. Smith............................... 51 Managing Director, Omtool Europe, Ltd.
Richard D. Cramer (1)....................... 36 Director
Bruce R. Evans (2).......................... 40 Director
William C. Styslinger, III.................. 53 Director
</TABLE>
- ----------
(1) Member of Audit Committee.
(2) Member of Compensation Committee.
5
<PAGE>
DIRECTORS TO BE ELECTED AT THE MEETING
BRUCE R. EVANS has served as a Director of the Company since July 1996.
Since 1991, Mr. Evans has been a general partner of Summit Partners, a venture
capital firm, where he has been employed since 1986. Mr. Evans serves as a
Director of DSET Corporation, a provider of telecommunications software and
services and Pediatrix Medical Group, a provider of physician management
services to hospital-based neonatal units.
WILLIAM C. STYSLINGER, III has served as a Director of the Company
since June 1997. Mr. Styslinger has served as President, Chief Executive Officer
and Director of SeaChange International, Inc., a provider of software products
to manage, store and distribute digital video for cable television operators and
telecommunications companies, since 1993 and as Chairman of the Board of
SeaChange International, Inc. since January 1995. From March 1978 to July 1993,
Mr. Styslinger was employed at Digital Equipment Company, most recently as
manager of the Cable Television Business Unit.
DIRECTORS WHOSE TERMS EXTEND BEYOND THE MEETING
ROBERT L. VOELK has served as Chief Executive Officer of the Company
since January 1996 and a Director of the Company since August 1993. Mr. Voelk
served as President of the Company from August 1993 to January 1996. Mr. Voelk
was employed in various positions at ASA International, Ltd., a designer and
developer of proprietary vertical market software, from 1981 to 1993, most
recently serving as Executive Vice President and Director. Mr. Voelk is a
Director of ASA International, Ltd.
MARTIN A. SCHULTZ, the founder of the Company, has served as President
of the Company since January 1996 and a Director of the Company since its
inception in March 1991. Mr. Schultz served as the Company's President from its
inception through August 1993 and served as Chief Executive Officer of the
Company from March 1991 to January 1996. Mr. Schultz has served as the Chief
Technology Officer since May 1998. Mr. Schultz served as Vice President of ASA
International, Ltd. from April 1989 to January 1991.
RICHARD D. CRAMER has served as a Director of the Company since January
1996. Mr. Cramer is currently a sales and marketing consultant. Mr. Cramer has
served as Vice President, Sales and Marketing of CENTRA Software, Inc., a
developer and marketer of Web-Centric distance learning software, from May 1996
to January 1999. Mr. Cramer served as Vice President of North American Field
Operations at Avid Technology, Inc., a developer of nonlinear film, video and
audio solutions, from 1989 to 1995 and Vice President and General Manager of the
Desktop Division of Avid Technology, Inc. during 1996.
EXECUTIVE OFFICERS
ELLEN FLAHERTY joined the Company in February 1994 as Vice President,
Sales and in July 1998 became Senior Vice President, Sales. Ms. Flaherty served
as Director of Sales at Laboratory Technologies Company, a developer of
engineering and scientific software, from May 1992 to November 1993. From 1987
to 1992, Ms. Flaherty worked for Analog Devices, a manufacturer of linear
digital and mixed-signal integrated circuits.
DARIOUSH MARDAN joined the Company in October 1995 as Chief Financial
Officer and Vice President, Finance, and in July, 1998 he was named Senior Vice
President, Finance. Mr. Mardan also has served as Secretary and Treasurer of the
Company since January 1996. Mr. Mardan was employed in various positions by
6
<PAGE>
Arthur Andersen LLP, a national public accounting firm, from August 1989 to
October 1995, most recently serving as audit manager in the firm's Boston
office.
MARK P. OVERINGTON joined the Company in January 1997 as Vice
President, Operations and became Vice President, Business Development in March
1998. From April to June 1998 Mr. Overington served as Vice President, Business
Development and from July to December 1998 he served as Senior Vice President,
Channel and Large System Sales. In January 1999 Mr. Overington became Senior
Vice President, Marketing and Business Development. Mr. Overington was employed
in various positions by Avid Technology, Inc., a developer of nonlinear film,
video and audio solutions, from January 1989 to December 1996, most recently
serving as Vice President of Corporate Marketing. From 1983 to 1989, Mr.
Overington was employed in various positions by Lotus Development Company, a
software developer.
PAUL A. SMITH joined the Company in March 1999 and in April 1999 was
named Managing Director, Omtool Europe Ltd., a wholly owned subsidiary of the
Company. Mr. Smith served as the Executive Director of Northamber PLC, a
computer, software and telephone distributor, from January 1995 to January 1999.
Prior to January 1995, Mr. Smith served as Managing Director of Fontware Group
Limited, a developer of font technology and a distributor of LAN fax software.
Executive officers of the Company are elected by the Board of Directors
on an annual basis and serve until their successors have been duly elected and
qualified. There are no family relationships among any of the executive officers
or directors of the Company.
BOARD MEETINGS AND COMMITTEES
The Board of Directors met eight times, and took action by unanimous
written consent two times, during the fiscal year ended December 31, 1998. The
standing committees of the Board of Directors are the Audit Committee and the
Compensation Committee. The Audit Committee met once and the Compensation
Committee met twice during the fiscal year ended December 31, 1998. The Board of
Directors does not currently have a standing nominating committee. Each director
attended at least 75% of the aggregate of all the meetings of the Board of
Directors and of all the committees of the Board of Directors of which he is a
member during the fiscal year ending December 31, 1998.
The Compensation Committee makes recommendations to the Board of
Directors concerning the compensation of executives and salaries of the
employees and consultants to the Company. The Compensation Committee also makes
recommendations to the Board of Directors concerning incentive compensation of
employees and directors of and consultants to the Company. During the fiscal
year ended December 31, 1998, the members of the Compensation Committee were
Bruce R. Evans and Anthony J. Mark. Since Mr. Mark's resignation from the Board
of Directors in February 1999, the Compensation Committee consists of Mr. Evans.
The Audit Committee recommends the engagement of auditors and is responsible for
reviewing the results and scope of audits and other services provided by the
Company's independent auditors. During the fiscal year ended December 31, 1998,
the members of the Audit Committee were Richard D. Cramer and Mr. Mark. Since
Mr. Mark's resignation from the Board of Directors in February 1999, the Audit
Committee consists of Mr. Cramer.
COMPENSATION OF DIRECTORS
Outside directors have been granted stock options by the Company under
the 1996 Stock Plan. During 1998, independent directors received a participation
fee of $1,000 for each Board of Directors meeting and $500 for each Board
committee meeting that they attended in person. Outside directors have been and
will continue to be
7
<PAGE>
reimbursed for their reasonable out-of-pocket expenses
incurred in attending meetings. No director who is an employee of the Company
will receive separate compensation for services rendered as a director.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Evans, a member of the Compensation Committee, is a general partner
of Summit Investors III, L.P. a stockholder of the Company, and is also a
general partner of Stamps, Woodsum & Co. IV, which is the general partner of
Summit Partners IV, L.P. which is the general partner of Summit Ventures IV,
L.P., another stockholder of the Company.
8
<PAGE>
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation
for services in all capacities paid or accrued by the Company for the fiscal
years ended December 31, 1998, 1997 and 1996, to (i) the individual who served
as the Chief Executive Officer for the fiscal year ended December 31, 1998 and
(ii) each of the four other most highly compensated executive officers whose
aggregate salary and bonus exceeded $100,000 in the fiscal year ended December
31, 1998 (with the Chief Executive Officer, collectively, the "Named Executive
Officers"):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION (1)
----------------
ANNUAL COMPENSATION (2) AWARDS
------------------------- ----------------
SECURITIES
UNDERLYING ALL OTHER
NAME AND OPTIONS/ COMPENSATION
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(3) SARS (#) ($)(4)
- ------------------ ---- ---------- ------------ ---------- --------------
<S> <C> <C> <C> <C> <C>
Robert L. Voelk........................ 1998 223,462 -- -- 7,080 (5)
Chairman of the Board, Chief Executive 1997 175,000 50,000 -- 8,600 (5)
Officer and Director 1996 176,923 50,000 -- 8,600 (5)
Martin A. Schultz (6).................. 1998 223,462 -- -- 6,490 (7)
President, Chief Technology Officer 1997 175,000 50,000 -- 9,075 (7)
and Director 1996 176,923 50,000 -- 6,225 (7)
Ellen Flaherty (8)..................... 1998 106,923 86,855 (9) 200,000 (10) 5,115
Senior Vice President, Sales 1997 99,058 102,300 (9) -- 4,750
1996 65,609 86,026 (9) 160,000 1,900
Glyn C. Davies (11).................... 1998 182,715 -- 200,000 (12) 24,850 (13)
Managing Director, Omtool Europe, Ltd. 1997 15,045 -- -- 2,046 (14)
1996 -- -- -- --
Mark P. Overington (15)................ 1998 159,372 -- -- 4,954
Senior Vice President, Marketing and 1997 131,365 -- 160,000 3,941
Business Development 1996 -- -- -- --
</TABLE>
- -----------
(1) The Company did not grant any restricted stock awards or stock
appreciation rights during fiscal 1998, 1997 and 1996. The Company does
not have any long term incentive plan.
(2) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal
benefits have been omitted because such perquisites and other personal
benefits constituted less than the lesser of $50,000 or 10% of the
total annual salary and bonus reported for the executive officer during
the year ended December 31, 1998.
(3) Bonuses are reported in the year earned, even if actually paid in a
subsequent year.
(4) Includes the Company's matching contributions related to the Company's
401(k) Plan, premiums for life insurance paid by the Company on behalf
of the Named Executive Officers and payments to defined contribution
plans made on behalf of a Named Executive Officer noted in the
footnotes below.
(5) Includes life insurance premiums paid by the Company on behalf of Mr.
Voelk.
9
<PAGE>
(6) Mr. Schultz became Chief Technology Officer for the Company in May
1998.
(7) Includes life insurance premiums paid by the Company on behalf of
Mr. Schultz.
(8) Ms. Flaherty became Senior Vice President, Sales in July 1998.
(9) Represents amounts earned as sales commissions.
(10) Includes options granted pursuant to the repricing of options described
under the caption "Option Repricing" and in the Compensation Committee
Report on Option Repricing.
(11) Mr. Davies joined the Company in December 1997 as Managing Director,
Omtool Europe, Ltd., a wholly owned subsidiary of the Company ("Omtool
Europe") and he left the Company in April 1999.
(12) Includes options granted pursuant to the repricing of options described
under the caption "Option Repricing" and in the Compensation Committee
Report on Option Repricing.
(13) Includes payment of $21,142 to the defined contribution plans of Omtool
Europe by the Company on behalf of Mr. Davies and life insurance
premiums paid by the Company on behalf of Mr. Davies.
(14) Includes payment of $1,740 to the defined contribution plans of Omtool
Europe by the Company on behalf of Mr. Davies and life insurance
premiums paid by the Company on behalf of Mr. Davies.
(15) Mr. Overington joined the Company in January 1997 as Vice President,
Operations and became Vice President, Business Development in March
1998. From April to June 1998 Mr. Overington served as Vice President,
Business Development and from July to December 1998 he served as Senior
Vice President, Channel and Large System Sales. He was named Senior
Vice President, Marketing and Business Development in January 1999.
10
<PAGE>
OPTION GRANTS
The following table sets forth information concerning options granted
during the last fiscal year under the Company's 1997 Stock Plan to the Named
Executive Officers. The Company did not grant any stock appreciation rights in
1998.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
-----------------------------------------------------
PERCENT OF
TOTAL
OPTIONS/
NUMBER OF SARS POTENTIAL REALIZABLE VALUE AT
SECURITIES GRANTED TO EXERCISE ASSUMED ANNUAL RATES OF STOCK
UNDERLYING EMPLOYEES OR BASE PRICE APPRECIATION FOR OPTION
OPTION/SARS IN FISCAL PRICE EXPIRATION TERM (2)
NAME GRANTED (#)(1) YEAR ($/SH) DATE 5%($) 10%($)
---- -------------- ---- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Voelk................. -- -- -- -- -- --
Martin A. Schultz............... -- -- -- -- -- --
Ellen Flaherty.................. 100,000 14% (3) 10.25 1/1/08 644,617 1,633,586
100,000 -- (3) 4.875 1/1/08 306,586 766,949
Glyn C. Davies.................. 100,000 14% (3) 11.875 4/10/08 746,812 1,892,569
100,000 -- (3) 4.875 4/10/08 306,586 776,949
Mark P. Overington.............. -- -- -- -- -- --
</TABLE>
- ----------------
(1) All of Ms. Flaherty's options were granted on January 1, 1998 and are
exercisable in four equal annual installments commencing January 1, 1999.
All of Mr. Davies' options were granted on April 10, 1998 and are
exercisable in four equal annual installments commencing April 10, 1999. All
options were granted at fair market value on the date of grant as determined
by the Board of Directors of the Company. On August 13 1998, these options
were amended by the Board of Directors of the Company to reduce the exercise
price to $4.875, the current market value on that date, and amended the
exercise provisions such that these repriced options may not be exercised
prior to August 14, 1999. See the description under the caption "Option
Repricings" and the Compensation Committee Report on Option Repricing.
(2) Amounts represent hypothetical gains that could be achieved for the option
if exercised at the end of the option term. These gains are based on the
fair market value on the date of grant and assumed rates of stock price
appreciation of 5% and 10% compounded annually from the date the respective
options were granted to their expiration date. These assumptions are
mandated by the rules of the Securities and Exchange Commission and are not
intended to forecast future appreciation of the Company's stock price. The
potential realizable value computation is net of the applicable exercise
price, but does not take into account federal or state income tax
consequences and other expenses of option exercises or sales of appreciated
stock. Actual gains, if any, are dependent upon the timing of such exercise
and the future performance of the Company's Common Stock. There can be no
assurance that the rates of appreciation in this table can be achieved. This
table does not take into account any appreciation in the price of the Common
Stock to date.
(3) For purposes of calculating the percentage, the repriced options described
in footnote 1 are not deemed to be options granted to employees in the
fiscal year.
11
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to options to purchase the
Company's Common Stock granted under the Company's 1996 Stock Option Plan and
1997 Stock Plan, including (i) the number of shares of Common Stock received
upon exercise of options in the fiscal year ended December 31, 1998; (ii) the
net value realized upon such exercise; (iii) the number of unexercised options
held at December 31, 1998; and (iv) the aggregate dollar value of unexercised
options held at December 31, 1998:
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN THE LAST
FISCAL YEAR AND FY-END
OPTION/SAR VALUES
NUMBER OF
SHARES SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED UNEXERCISED IN-THE-MONEY
ON VALUE OPTIONS/SARS AT OPTIONS/SARS AT
EXERCISE REALIZED FISCAL YEAR-END (#) FISCAL YEAR-END ($)(2)
--------------------------------------------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Voelk............... -- -- -- -- -- --
Martin A. Schultz............. -- -- -- -- -- --
Ellen Flaherty................ 149,333 798,326 -- 100,000 -- --
Glyn C. Davies................ -- -- -- 100,000 -- --
Mark P. Overington............ 2,900 23,563 29,100 120,000 31,719 $130,800
</TABLE>
- ---------------
(1) Amounts disclosed in this column do not reflect amounts actually
received by the Named Executive Officers, but are calculated based on
the difference between the fair market value of the Company's Common
Stock on the date of exercise and the exercise price of the options.
Named Executive Officers will receive cash only if and when they sell
the Common Stock issued upon exercise of the options and the amount of
cash received by such individuals is dependent on the price of the
Company's Common Stock at the time of such sale.
(2) Value is based on the difference between the option exercise price and
the fair market value at December 31, 1998 ($2.94 per share) multiplied
by the number of shares of Common Stock underlying the option. As the
fair market value of the options on December 31, 1998 was below the
option exercise price, no unexercisable options were In-the-Money on
December 31, 1998 for Ms. Flaherty and Mr. Davies.
12
<PAGE>
OPTION REPRICING
The following table sets forth information concerning the repricing of
stock options held by certain executive officers of the Company since August 8,
1997, the date of the Company's initial public offering, including (i) the date
of repricing; (ii) the number shares subject to repricing; (iii) the market
price at the time of repricing; (iv) the exercise price prior to repricing; (v)
the new exercise price; and (vi) the original option term remaining at the date
of repricing.
<TABLE>
<CAPTION>
TEN YEAR OPTION REPRICINGS
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET PRICE EXERCISE TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING AT
OPTIONS/SARS TIME OF TIME OF NEW DATE OF
DATE OF REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME REPRICING AMENDED (#) AMENDMENT ($) AMENDMENT ($) PRICE($) AMENDMENT
---- --------- ----------- ------------- ------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Ellen Flaherty....... 8/13/98 100,000 4.875 10.25 4.875 9.3 years
Glyn C. Davies....... 8/13/98 100,000 4.875 11.875 4.875 9.7 years
</TABLE>
COMPENSATION COMMITTEE REPORT ON OPTION REPRICING
On August 13, 1998 the Compensation Committee of the Board of Directors
which at such time consisted of Messrs. Evans and Mark (the "Compensation
Committee") and the Board of Directors approved a reduction in exercise price of
certain outstanding stock options held by current employees of the Company who
had options with exercise prices greater than $4.875 per share, the fair market
value of the Company's Common Stock on August 13, 1998. These repriced options
had exercise prices ranging from $5.50 to $12.13 per share. In addition, the
exercise provisions of the repriced options for executive officers were amended
such that they may not be exercised prior to August 14, 1999 and the exercise
provisions of the repriced options for other employees were amended such that
they could not be exercised prior to February 14, 1999. Other than the reduction
in exercise price and the amendment of the exercise provisions, substantially
all other terms and conditions of these options, including expiration dates,
remained unchanged.
As set forth in the Company's stock option plans, stock options are
intended to provide incentives to the Company's officers and employees. The
Compensation Committee believes that such equity incentives are a significant
factor in the Company's ability to attract, retain and motivate key employees
who are critical to the Company's long-term success. The Compensation Committee
believed that, at their original exercise prices, the disparity between the
exercise price of these options and recent market prices for the Company's
Common Stock did not provide meaningful incentives to the employees holding
these options. Inquiries conducted indicated that other companies in the
software industry have been confronted with this problem and have made similar
adjustments in option prices to motivate their employees. The Compensation
Committee approved the repricing of these options as a means of ensuring the
optionees will continue to have meaningful equity incentives to work toward the
success of the Company. The adjustment was deemed by the Compensation Committee
to be in the best interest of the Company and its shareholders.
Respectfully submitted by the Compensation Committee of the Board of
Directors.*
Bruce R. Evans
Anthony J. Mark
13
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the two
member Compensation Committee of the Board of Directors (the "Compensation
Committee"). The two members of the Compensation Committee are non-employee
Directors. The Compensation Committee makes recommendations to the Board of
Directors concerning the compensation of executive officers and the salaries of
the employees of and consultants to the Company. The Compensation Committee also
makes recommendations to the Board of Directors concerning incentive
compensation of employees and directors of and consultants to the Company.
The Company's executive compensation program is designed to provide
levels of compensation that assist the Company in attracting, motivating and
retaining qualified executive officers and aligning the financial interests of
the Company's executive officers and other employees with those of its
stockholders by providing a competitive compensation package based on corporate
and individual performance. In addition to cash compensation in the form of base
salary, compensation under the executive compensation program can be comprised
of annual cash incentive bonuses and long-term incentive awards in the form of
stock option grants. The compensation program is also comprised of various
benefits, including medical and insurance plans, as well as the Company's 1997
Employee Stock Purchase Plan and 401(k) Plan, which plans are generally
available to all employees of the Company.
BASE SALARY
Base salary compensation levels for each of the Company's executive
officers, including the Chief Executive Officer, are generally set within the
range of base salaries that the Compensation Committee believes are paid to
executive officers with comparable qualifications, experience and
responsibilities at other companies located in the northeastern United States of
similar size and engaged in similar business to that of the Company. In setting
compensation levels, the Compensation Committee generally takes into account
such factors as (i) the Company's past operating and financial performance and
future expectations, (ii) individual performance and experience and (iii) past
salary levels. The Compensation Committee does not assign relative weights or
rankings to these factors, but instead makes determinations based upon the
consideration of all of these factors as well as the progress made with respect
to the Company's long-term goals and strategies.
INCENTIVE COMPENSATION
Incentive Compensation in the form of performance-based bonuses for the
Chief Executive Officer and the Company's other executive officers is based upon
management's success in meeting the Company's financial and strategic goals as
well as meeting individual performance goals.
STOCK OPTIONS
Stock Options are the principal vehicle used by the Company to provide
long-term incentive-based compensation to improve the Company's operating and
financial performance and to support the recruitment, motivation and retention
of key professional and managerial personnel. The Company's stock option plans
are administered by the Board of Directors. To date, the Board of Directors has
not granted stock options at less than fair market value.
Stock options are granted from time to time to eligible employees and
based upon the Company's overall financial performance and their contributions
thereto. Stock options are designed to align the interest of the Company's
executive officers and other employees with those of its stockholders by
encouraging them to enhance the value of the Company, the price of the Common
Stock and, hence, the stockholders' return. In addition, the vesting of stock
options over a period of time is designed to defer the receipt of compensation
by the option holder, thus creating an incentive for the individual to remain
with the Company. The Company periodically grants new options to provide
continuing incentives for future performance.
14
<PAGE>
During the fiscal year ended December 31, 1998, options to purchase
100,000 shares were awarded to Ellen Flaherty, Senior Vice President, Sales, and
Glyn Davies, Managing Director, Omtool Europe, Ltd. Such grants were made in
recognition of such officers' contributions to the Company's performance in
fiscal 1997. No other stock options were granted to any of the Company's Named
Executive Officers, including the Chief Executive Officer, during fiscal 1998.
OTHER BENEFITS
The Company also has various broad-based employee benefit plans.
Executive officers participate in these plans on the same terms as eligible,
non-executive employees, subject to any legal limits on the amounts that may be
contributed or paid to executive officers under these plans. The Company offers
a stock purchase plan, pursuant to which employees may purchase Common Stock at
a discount and a 401(k) Plan. The Company matches each employee's contributions
to the 401(k) Plan up to 3% of such employee's salary. The Company also
maintains medical, disability and life insurance plans and other benefit plans
for its employees.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Compensation for the Company's Chief Executive Officer, Robert L.
Voelk, was determined in accordance with the policies applicable to the other
executive officers of the Company described above. The 1998 base salary
compensation for Mr. Voelk was $223,462. In addition to achievement of
performance targets in accordance with the Company's executive compensation
policies, the Compensation Committee determines the Chief Executive Officer's
cash compensation based upon the Company's overall performance, the performance
of his management team, the compensation paid at competing companies and the
Company's prospects, among other objective and subjective factors. The
Compensation Committee does not find it practicable to quantify or assign
relative weight to the factors on which the Chief Executive Officer's
compensation is based.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits
the tax deduction to $1 million for compensation paid to any of the executive
officers unless certain requirements are met. The Compensation Committee has
considered these requirements and it is the Compensation Committee's present
intention that, so long as it is consistent with its overall compensation
objectives, not to exceed the deduction limitations of Section 162(m).
The Compensation Committee is satisfied that the executive officers of
the Company are dedicated to achieving significant improvements in the long-term
financial performance of the Company and that the compensation policies and
programs implemented and administered have contributed and will continue to
contribute towards achieving this goal.
This report has been respectfully submitted by the members of the
Compensation Committee of the Board of Directors.*
Bruce R. Evans
Anthony J. Mark
- ----------------
* From April 15, 1997 to February 9, 1999, the Compensation Committee was
comprised of Messrs. Mark and Evans. Since February 9, 1999, the Compensation
Committee has been comprised of Mr. Evans. The Compensation Committee Report
is not deemed filed with the Securities and Exchange Commission and is not to
be incorporated by reference in any filing of the Company under the Securitites
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any general
incorporation language in any such filing.
15
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative
total stockholder return on the Company's Common Stock during the period from
the Company's initial public offering through December 31, 1998 with the
cumulative total return on (i) the Nasdaq Market Index, and (ii) a broad peer
group index prepared by Media General Financial Services consisting of Nasdaq
listed companies grouped under SIC Code 7372.
COMPARISON OF FIVE YEAR* CUMULATIVE TOTAL RETURN** AMONG
OMTOOL, LTD., NASDAQ MARKET INDEX
AND PEER GROUP INDEX
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
8/8/97 9/30/97 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
<S> <C> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Omtool, Ltd. 100.00 133.75 102.50 140.00 76.25 33.75 29.38
- ------------------------------------------------------------------------------------------------------------------
Nasdaq Market Index 100.00 105.60 98.95 115.97 118.96 107.22 139.38
- ------------------------------------------------------------------------------------------------------------------
Peer Group Index 100.00 99.41 92.72 121.86 133.13 123.47 155.28
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
* Prior to August 8, 1997 the Company's Common Stock was not publicly
traded. Comparative data is provided only for the period since that
date. This graph is not "soliciting material," is not deemed filed with
the Securities and Exchange Commission and is not to be incorporated by
reference in any filing of the Company under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended,
whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
** Cumulative Total Return assumes $100 was invested on August 8, 1997 in
the Corporation's Common Stock and in the Nasdaq Market Index and Peer
Group Index and assure reinvestment of dividends, if any.
The stock price performance shown on the graph above is not necessarily
indicative of future price performance. Information used in the graph was
obtained from Media General Financial Services, a source believed to be
reliable, however, the Company is not responsible for any errors or omissions in
such information.
16
<PAGE>
PROPOSAL II
RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Arthur Andersen LLP,
independent auditors, to serve as auditors for the fiscal year ending December
31, 1999. Arthur Andersen LLP has served as the Company's auditors and outside
accountants since 1996. It is expected that a member of the firm will be present
at the Annual Meeting of Stockholders with the opportunity to make a statement
if so desired and will be available to respond to appropriate questions. The
Board of Directors recommends a vote FOR ratification of this selection. The
ratification of this selection is not required under the laws of the State of
Delaware, where the Company is incorporated, but the results of this vote will
be considered by the Board of Directors in selecting auditors for future fiscal
years.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires the Company's directors, executive officers and holders of more than
10% of the Company's Common Stock (collectively, "Reporting Persons") to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership of Common Stock of the Company. Such persons are
required by regulations of the Commission to furnish the Company with copies of
all such filings. Based on its review of the copies of such filings received by
it with respect to the fiscal year ended December 31, 1998 and written
representations from certain Reporting Persons, the Company believes that all
Reporting Persons complied with all Section 16(a) filing requirements in the
fiscal year ended December 31, 1998.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement
to be furnished to all stockholders entitled to vote at the next Annual Meeting
of the Company must be received at the Company's principal executive offices no
later than January 3, 2000. Under the Company's By-Laws, stockholders who wish
to make a proposal at the next Annual Meeting - other than one that will be
included in the Company's proxy materials - must notify the Company no earlier
than December 2, 1999 and no later than January 3, 2000. If a stockholder who
wishes to present a proposal fails to notify the Company by January 3, 2000, the
stockholder would not be entitled to present the proposal at the meeting. If,
however, notwithstanding the requirements of the Company's By-laws, the proposal
is brought before the meeting, then under the Securities and Exchange
Commission's proxy rules the proxies solicited by management with respect to the
next Annual Meeting will confer discretionary voting authority with respect to
the stockholder's proposal on the persons selected by management to vote the
proxies. If a stockholder makes a timely notification, the proxies may still
exercise discretionary voting authority under circumstances consistent with the
Securities and Exchange Commission's proxy rules. In order to curtail
controversy as to the date on which a proposal was received by the Company, it
is suggested that proponents submit their proposals by Certified Mail -- Return
Receipt Requested to Omtool, Ltd., 8 Industrial Way, Salem, New Hampshire 03079,
attention: Darioush Mardan, Secretary.
EXPENSES AND SOLICITATION
Proxies may be solicited by the Company, by personal interview, mail
and telephone. The Company may request banks, brokers and other custodians,
nominees and fiduciaries to solicit their customers who have stock of the
Company registered in the names of a nominee and, if so, will reimburse such
banks, brokers and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket costs. The cost of solicitation of proxies will be
borne by the Company.
17
<PAGE>
PROXY PROXY
OMTOOL, LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 28, 1999
The undersigned hereby appoints Robert L. Voelk and Darioush Mardan, or
any of them, proxies for the undersigned, each with full power of
substitution, to attend the Annual Meeting of Stockholders of Omtool, Ltd.,
to be held on May 28, 1999 at 10:00 a.m., at the Nashua Marriott, Nashua, New
Hampshire, and at any adjournments or postponements of the Annual Meeting,
and to vote as specified in this Proxy all the Common Stock of the Company
which the undersigned would be entitled to vote if personally present. This
Proxy when properly executed will be voted in accordance with your indicated
directions. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE DIRECTORS AND FOR PROPOSALS 2 AND 3.
The Board of Directors recommends a vote FOR the election of the
Directors and FOR Proposals 2 and 3.
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
OMTOOL, LTD.
MAY 28, 1999
Please Detach and Mail in the Envelope Provided
A /X/ Please mark your votes as in this example.
1. To elect two Class II Directors each to FOR / / WITHHELD / /
serve for a three-year term.
INSTRUCTIONS: To withhold for a specific nominee, write that nominee's name
on the space provided.
------------------------------------------------------
Nominees: Bruce R. Evans
William C. Styslinger, III
2. To ratify the selection of the FOR / / AGAINST / / ABSTAIN/ /
firm of Arthur Andersen LLP as
auditors for the fiscal year
ending December 31, 1999.
3. To transact such other business FOR / / AGAINST / / ABSTAIN/ /
as may properly come before the
meeting and any adjournments
thereof.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND THE PROXY STATEMENT.
Signature(s) Dated: , 1999
------------------------ --------------------- --------
Note: Please sign exactly as your name appears. Joint owners should each
sign separately. Where applicable, indicate your official position
or representative capacity.
