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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material pursuant to Rule 14a-11(c) or Rule 14a-12
FIREARMS TRAINING SYSTEMS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[FIREARMS TRAINING SYSTEMS LOGO]
Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, Georgia 30024
July 25, 1997
To Our Stockholders:
On behalf of the Board of Directors and management of Firearms Training
Systems, Inc., I cordially invite you to the Annual Meeting of Stockholders to
be held on August 27, 1997, at 11:00 a.m., at the Northeast Atlanta Hilton, 5993
Peachtree Industrial Boulevard, Norcross, Georgia 30092.
At the Annual Meeting, stockholders will be asked to elect three (3)
directors of the Company, all of whom are currently directors of the Company.
Information about these persons and certain other matters is contained in the
accompanying Proxy Statement. A copy of the Company's 1997 Annual Report to
Stockholders, which contains financial statements and other important
information about the Company's business, is also enclosed.
It is important that your shares of stock be represented at the meeting,
regardless of the number of shares you hold. You are encouraged to specify your
voting preferences by marking and dating the enclosed proxy card. However, if
you wish to vote for reelecting the directors, all you need to do is sign and
date the proxy card.
Please complete and return the proxy card in the enclosed envelope whether
or not you plan to attend the meeting. If you do attend and wish to vote in
person, you may revoke your proxy at that time.
We hope you are able to attend, and look forward to seeing you.
Sincerely,
/s/ Peter A. Marino
------------------------------------
Peter A. Marino
CHIEF EXECUTIVE OFFICER AND PRESIDENT
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Firearms Training Systems, Inc.
7340 McGinnis Ferry Road
Suwanee, Georgia 30024
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 27, 1997
------------------------
To the Stockholders of
Firearms Training Systems, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Firearms
Training Systems, Inc. will be held at 11:00 a.m. on Wednesday, August 27, 1997,
at the Northeast Atlanta Hilton, 5993 Peachtree Industrial Boulevard, Norcross,
Georgia 30092, for the following purposes:
1. To elect three of the eight directors constituting the Board of
Directors to serve for three years and until their successors are elected and
qualified;
2. Such other matters as may properly come before the meeting and any
adjournment or postponement thereof.
Only stockholders of record on June 30, 1997, are entitled to notice of and
to vote at the Annual Meeting and any adjournment or postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Charles N. Bowen
----------------------------
Charles N. Bowen
SECRETARY
Suwanee, Georgia
July 25, 1997
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE FILL IN,
DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED BUSINESS
REPLY ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THE
PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE PRESENT AT
THE ANNUAL MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
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PROXY STATEMENT
Dated July 25, 1997
For the Annual Meeting of Stockholders
To be Held on August 27, 1997
This Proxy Statement is furnished to stockholders in connection with the
solicitation of proxies by the Board of Directors of Firearms Training Systems,
Inc. ("FATS" or the "Company") for use at FATS' 1997 Annual Meeting of
Stockholders ("Annual Meeting") to be held on Wednesday, August 27, 1997,
including any postponement, adjournment, or adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting. The Company's
principal offices are located at 7340 McGinnis Ferry Road, Suwanee, Georgia
30024. The cost of soliciting proxies will be borne by the Company. Proxies will
be solicited through the use of the mails by the directors, officers and
employees of the Company. Management intends to mail this Proxy Statement and
the accompanying form of proxy to stockholders on or about July 31, 1997.
Only stockholders of record at the close of business on June 30, 1997 (the
"Record Date"), are entitled to notice of and to vote in person or by proxy at
the Annual Meeting. As of the Record Date, there were 20,404,630 shares of
common stock, $.000006 par value per share ("Common Stock") of FATS outstanding
and entitled to vote at the Annual Meeting. The presence of a majority of such
shares is required, in person or by proxy, to constitute a quorum for the
conduct of business at the Annual Meeting. Each outstanding share of Common
Stock is entitled to one vote on any matter submitted for vote by the
stockholders.
Proxies in the accompanying form, duly executed and returned to the
management of the Company, and not revoked, will be voted at the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the stockholder
at any time prior to the voting of the proxy by delivery of a subsequently dated
proxy, by written notification to the Secretary of the Company, or by personally
withdrawing the proxy at the Annual Meeting and voting in person.
Proxies that are executed but which do not contain any specific
instructions will be voted for the election of all the nominees for directors
specified herein and in the discretion of the persons appointed as proxies on
any other matter that may properly come before the Annual Meeting or any
postponement, adjournment or adjournments thereof, including any vote to
postpone or adjourn the Annual Meeting.
A copy of the Company's 1997 Annual Report to Stockholders which includes
financial statements, but which does not constitute part of the proxy
solicitation material, is being furnished herewith to each shareholder of record
as of the close of business on June 30, 1997. Additional copies of the 1997
Annual Report to Stockholders and copies of the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1997 will be provided free of charge
upon written request to:
FIREARMS TRAINING SYSTEMS, INC.
7340 McGINNIS FERRY ROAD
SUWANEE, GEORGIA 30024
ATTN: INVESTORS RELATIONS DEPARTMENT
If the person requesting the Form 10-K was not a stockholder of record on
June 30, 1997, the request must include a representation that the person was a
beneficial owner of Common Stock on that date. Copies of any exhibits to the
Form 10-K will also be furnished on request and upon payment of the Company's
expenses in furnishing the exhibits.
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OWNERSHIP OF STOCK BY DIRECTORS, EXECUTIVE OFFICERS
AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of July 10, 1997 by: (i) each person (or group of
affiliated persons) who is known by the Company to own beneficially more than 5%
of the outstanding shares of Common Stock; (ii) each of the Company's directors;
(iii) the Company's former chief executive officer and each of the other
employees included in the Summary Compensation Table; and (iv) the Company's
current directors and officers as a group. Except as indicated in the footnotes
to the table, the persons named in the table have sole voting and investment
power with respect to all shares of Common Stock indicated as being beneficially
owned by them.
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
NAMES OF BENEFICIAL OWNERS (1) OWNED (2)
------------------------------- ---------
NUMBER %
------- --
<S> <C> <C>
Centre Capital Investors II, L.P. ..................... 7,266,811 35.6%
Centre Partners Coinvestment, L.P. .................... 1,074,961 5.3
Centre Capital Offshore Investors II, L.P. ............ 1,439,918 7.1
Centre Capital Tax-exempt Investors II, L.P. .......... 812,370 4.0
Centre Partners Management LLC (3) .................... 9,519,099 46.7
Centre Partners II LLC (4) ............................ 11,165,241 54.7
THIN International N.V. (5) ........................... 2,967,978 14.5
Peter A. Marino (6) ................................... 151,309 *
David A. Apseloff (6) ................................. 28,302 *
Juan C.G. de Ledebur (6) .............................. 63,447 *
Robert F. Mecredy (6) ................................. 39,027 *
Robert B. Terry, Jr. (6) .............................. 21,170 *
Lester Pollack (7) .................................... -- --
William J. Bratton .................................... -- --
Craig I. Fields ....................................... -- --
Jonathan H. Kagan (8) ................................. -- --
Scott Perekslis (9) ................................... 9,005 *
Bruce G. Pollack (10) ................................. 7,504 *
Paul J. Zepf (11) ..................................... 10,506 *
Jody Scheckter ........................................ -- --
All current directors and executive officers as a group
(13 individuals) (12) ............................... 381,249 1.9
</TABLE>
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* Less than 1%.
(1)The address of Centre Capital Investors II, L.P., Centre Partners
Coinvestment, L.P., Centre Capital Tax-exempt Investors II, L.P., Centre
Partners Management LLC ("Centre Management") and Centre Partners II, LLC
(together with Centre Capital Offshore Investors II, L.P., collectively, the
"Centre Entities") is 30 Rockefeller Plaza, New York, New York 10020; the
address of Centre Capital Offshore Investors II, L.P. is c/o Reid
Management, Cedar House, 41 Cedar Avenue, Box HM 1179, Hamilton, Bermuda;
and the address of THIN International N.V. ("THIN International") is
Landhuis Joonchi, Koya Richard J. Beaujan z/n, P.O. Box 837, Curacao,
Netherlands Antilles.
(2)Based on 20,404,630 shares of Common Stock outstanding on July 10, 1997.
Calculation of percentage of beneficial ownership assumes the exercise of
all options exercisable within 60 days of July 10, 1997 only by the
respective named shareholder.
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(3)Information regarding ownership of Common Stock by the Centre Entities is
included herein in reliance on information set forth in a Schedule 13G filed
by the Centre Entities on February 14, 1997 with the Securities Exchange
Commission (the "Commission"), reflecting ownership as of December 31, 1996.
Pursuant to a Management Agreement, Centre Capital Investors II, L.P.,
Centre Partners Offshore Investors II, L.P. and Centre Capital Tax-exempt
Investors II, L.P. have delegated voting and investment power with respect
to the Common Stock beneficially owned by them to Centre Management;
accordingly, the aggregate security ownership of those Centre Entities is
reflected for Centre Management as well.
(4)As general partner of Centre Partners Coinvestment, L.P. and general partner
of the general partner of Centre Capital Investors II, L.P., Centre Partners
Offshore Investors II, L.P. and Centre Capital Tax-exempt Investors II,
L.P., Centre Partners II LLC ("Centre Partners") is reflected as
beneficially owning the Common Stock owned by those Centre Entities. In
addition, pursuant to certain co-investment arrangements, Centre Partners
has been delegated voting and investment power with respect to an additional
571,181 shares of Common Stock.
(5)Information regarding ownership of Common Stock by THIN International is
included herein in reliance on information set forth in a Schedule 13G filed
by THIN International on January 29, 1997 with the Commission, reflecting
ownership as of December 31, 1996. Mr. GH Thyssen-Bornemisza, a Swiss
national resident in Monaco and chairman of TBG Holdings N.V., may be deemed
to have sole voting and dispositive power over the Common Stock owned by
THIN International.
(6)Messrs. Marino, Apseloff, de Ledebur, Mecredy and Terry's beneficial
ownership includes exerciseable options for 53,037 shares, 3,402 shares,
9,663 shares, 8,317 shares and 5,799 shares, respectively.
(7)Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of Common
Stock for which Centre Partners is reflected as having beneficial
ownership. Mr. L. Pollack is a Managing Director of each of Centre
Management and Centre Partners and, as such, may be deemed to have voting
and investment power over such shares of Common Stock. Mr. L. Pollack
disclaims any beneficial ownership of such shares of Common Stock.
(8)Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of Common
Stock for which Centre Partners is reflected as having beneficial ownership.
Mr. Kagan is a Managing Director of each of Centre Management and Centre
Partners and, as such, may be deemed to have voting and investment power
over such shares of Common Stock. Mr. Kagan disclaims any beneficial
ownership of such shares of Common Stock.
(9)Includes 9,005 shares of Common Stock held in a 401(k) plan for the benefit
of Mr. Perekslis, over which Mr. Perekslis has delegated voting and
investment authority to Centre Partners pursuant to certain co-investment
arrangements.
(10)Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of Common
Stock for which Centre Partners is reflected as having beneficial
ownership. Mr. B. Pollack is a Managing Director of each of Centre
Management and Centre Partners and, as such, may be deemed to have voting
and investment power over such shares of Common Stock. Mr. B. Pollack
disclaims any beneficial ownership of such shares of Common Stock. Includes
7,504 shares of Common Stock held in a 401(k) plan for the benefit of Mr.
B. Pollack, over which Mr. B. Pollack has delegated voting and investment
authority to Centre Partners pursuant to certain co-investment
arrangements.
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(11)Includes 10,506 shares of Common Stock held in a 401(k) plan for the benefit
of Mr. Zepf, over which Mr. Zepf has delegated voting and investment
authority to Centre Partners pursuant to certain co-investment arrangements.
(12)Excludes 9,519,099 shares of Common Stock for which Centre Management has
been delegated voting and investment power and 11,165,241 shares of Common
Stock for which Centre Partners is reflected as having beneficial ownership,
for which Messrs. L. Pollack, Kagan and B. Pollack may be deemed to have
voting and investment power based on their serving as a Managing Director of
such entities. Messrs. L. Pollack, Kagan and B. Pollack disclaim beneficial
ownership of such shares of Common Stock. Includes 27,015 shares of Common
Stock held in 401(k) plans for the benefit of Messrs. Perekslis, B. Pollack
and Zepf, over which each such individual has delegated voting and
investment authority to Centre Partners pursuant to certain co-investment
arrangements.
RECAPITALIZATION
The Company was incorporated in 1984 and was a wholly owned subsidiary
of THIN International, a Netherlands Antilles corporation (formerly known as
Firearms Training Systems International N.V.) until July 31, 1996. At that time,
the Company consummated a set of transactions (the "Recapitalization") pursuant
to a Recapitalization and Stock Purchase and Sale Agreement among the Company,
THIN International, Centre Management and the Centre Entities. As part of the
Recapitalization, the Company (i) effected a 100,000-for-one stock split with
respect to its common stock, (ii) issued common stock to the Centre Entities for
$36 million, (iii) issued to NationsBridge, L.L.C. ("NationsBridge") certain
senior subordinated bridge notes (the "Bridge Notes") for $40 million and
entered into escrow arrangements providing for the delivery to NationsBridge,
under certain circumstances, warrants to purchase common stock of the Company
(the "NationsBridge Warrants"), (iv) entered into a new credit agreement with
NationsBank, N.A. (South) ("NationsBank") and certain other lenders providing
for certain credit facilities aggregating $85 million (the "Senior Bank Debt"),
borrowed $76 million under such credit facilities and terminated its then
existing credit facility with NationsBank, and (v) repurchased certain shares of
common stock owned by THIN International for approximately $151.9 million in
cash and agreed to make an additional contingent payment (the "Contingent
Payment") in cash or shares of common stock upon the occurrence of certain
events. Also in connection with the Recapitalization, the Company sold certain
shares of common stock and granted certain options to members of the Company's
management.
In November 1996, the Company completed an initial public offering,
pursuant to which it offered and sold 6,000,000 shares of its common stock (the
"Offering"). The Company used approximately $75.3 million in the net proceeds
from the Offering (i) to repay the $40 million Bridge Notes, accrued and unpaid
interest thereon, and a fee in connection with this repayment, (ii) to make the
Contingent Payment in the amount of $19.3 million, (iii) to pay NationsBridge
approximately $3.8 million as consideration for the redelivery of the
NationsBridge Warrants from escrow, and (iv) to reduce by $11.2 million the
amount then outstanding under the Senior Bank Debt. Following the consummation
of the Offering, the Centre Entities owned or had control over approximately
54.7% and THIN International owned approximately 14.5% of the outstanding shares
of Common Stock.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
AND INFORMATION REGARDING DIRECTORS
(ITEM NUMBER 1 ON THE PROXY CARD)
The by-laws of FATS provide that the Board of Directors shall consist of
not less than one director, with the exact number being set from time to time by
the Board. The Restated Certificate of Incorporation of the Company divides the
Board of Directors into three classes, as nearly equal in number as possible,
each of which is elected for a three year term. Class I directors, consisting of
the three nominees shown below,
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each of whom is currently serving as a director of the Company, will stand for
election at the 1997 Annual Meeting for three-year terms expiring at the Annual
Meeting of Stockholders in 2000 or until their successors are elected and
qualified. The terms of the other five directors listed below will continue as
indicated. The Board currently consists of eight directors.
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock entitled to vote for the election of directors at a
meeting at which a quorum is present. A quorum will be present for the Annual
Meeting when the holders of a majority of the shares outstanding on the Record
Date are present in person or by proxy. Proxies submitted which contain
abstentions or broker non-votes are included in determining whether a quorum is
present, but will not affect the outcome of the vote. Unless otherwise indicated
on a proxy, all duly executed proxies granted by the holders of Common Stock
will be voted individually at the Annual Meeting for the election of each
nominee. Each nominee has indicated that he will serve if elected, but if the
situation should arise that any nominee is no longer able or willing to serve,
the proxy may be voted for the election of such other person as may be
designated by the Board of Directors. Each person elected as a director shall
serve a three-year term that continues until the Annual Meeting of Stockholders
in the third year of his term and until his successor, if there is to be one, is
duly elected and qualified.
PETER A. MARINO CHIEF EXECUTIVE OFFICER AND PRESIDENT
FIREARMS TRAINING SYSTEMS, INC.
Peter A. Marino, age 55, has served as a Director of the Company since September
17, 1996 and became Chief Executive Officer and President on October 15, 1996.
Prior to joining the Company, Mr. Marino served as Senior Vice President of
Raytheon E-Systems, Inc. from 1991 to 1996. Mr. Marino previously served as
President and Chief Operating Officer of Fairchild Industries and prior to such
service was President and Chief Operating Officer of Lockheed Electronics Co.,
Inc. Prior to such service, Mr. Marino held various positions at the Central
Intelligence Agency, including Director of the Office of Technical Services. Mr.
Marino serves as a director of Space Imaging, Inc. and E-Systems Medical
Electronics and is a member of the Defense Science Board. Mr. Marino is a member
of the Executive Committee.
LESTER POLLACK MANAGING DIRECTOR
CENTRE PARTNERS MANAGEMENT LLC
Lester Pollack, age 63, has served as a Director of the Company since July 31,
1996 and as Chairman of the Board since September 17, 1996. Mr. Pollack has
served as Managing Director of Centre Partners Management LLC since 1995. Mr.
Pollack has been Senior Managing Director of Corporate Advisors, L.P., the
general partner of Corporate Partners, L.P. and Corporate Offshore Partners,
L.P., since 1988, Managing Director of Lazard Freres & Co. LLC since 1995 (prior
thereto a General Partner) and Chief Executive Officer of Centre Partners, L.P.
since 1986. Mr. Pollack also serves as a director of LaSalle Re Holdings
Limited, Parlex Corporation, Sphere Drake Holdings Limited, SunAmerica Inc., and
Tidewater, Inc. Mr. Pollack is the father of Bruce Pollack, another Director of
the Company. Mr. Pollack is a member of the Executive and Compensation
Committees of the Board of Directors.
SCOTT PEREKSLIS PRINCIPAL
CENTRE PARTNERS MANAGEMENT LLC
Scott Perekslis, age 29, has served as a Director of the Company since July 31,
1996. Mr. Perekslis also served as a Vice President of the Company from July 31,
1996 through July 18, 1997. Since 1995, Mr. Perekslis has been a Principal of
Centre Partners Management LLC and a Principal of Corporate Advisors, L.P. From
1991 to 1995, Mr. Perekslis was an Associate of Corporate Advisors, L.P. Mr.
Perekslis is a member of the Executive and Compensation Committees of the Board
of Directors.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS OF THE
COMPANY VOTE "FOR" THE PROPOSAL TO ELECT PETER A. MARINO, LESTER POLLACK AND
SCOTT PEREKSLIS AS CLASS I DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE
2000 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND
QUALIFIED.
The following Class II directors were elected in fiscal 1997 and their
present terms expire with the Annual Meeting of Stockholders in 1998:
WILLIAM J. BRATTON VICE CHAIRMAN
FIRST SECURITY SERVICE CORPORATION
William J. Bratton, age 49, has served as a Director of the Company since
September 17, 1996. Mr. Bratton has served as Vice Chairman of First Security
Services Corporation and President of its new subsidiary First Security
Consulting, Inc. since April 1996. From 1994 to 1996, Mr. Bratton served as
Police Commissioner of New York City. In 1992 he served as Superintendent in
Chief of the Boston Police Department and was appointed Police Commissioner of
the Boston Police Department in 1993. From 1990 to 1992, Mr. Bratton served as
Chief of the New York City Transit Police. Mr. Bratton also serves as a director
of Rite-Aid Corporation. Mr. Bratton is a member of the Audit Committee of the
Board of Directors.
BRUCE G. POLLACK MANAGING DIRECTOR
CENTRE PARTNERS MANAGEMENT LLC
Bruce G. Pollack, age 38, has served as a Director of the Company since
September 17, 1996. Mr. Pollack has been a Managing Director of Centre Partners
Management LLC since 1995. He is also a Partner of Centre Partners L.P., which
he joined in January 1991. Mr. Pollack is a Director of Johnny Rockets Group,
Inc., Music Holdings Corp. and Jeepers!, Inc. Mr. Pollack is the son of Lester
Pollack, another Director of the Company.
JONATHAN H. KAGAN MANAGING DIRECTOR
CENTRE PARTNERS MANAGEMENT LLC
Jonathan H. Kagan, age 41, has served as a Director of the Company since July
31, 1996. Mr. Kagan also served as Secretary of the Company from July 31, 1996
through July 18, 1997. Mr. Kagan has served as Managing Director of Centre
Partners Management LLC since 1995. Mr. Kagan has been a Managing Director of
Corporate Advisers, L.P. since 1990. Mr. Kagan has been associated with Lazard
Freres & Co. LLC since 1980 and has been a Managing Director since 1995 (prior
thereto a General Partner). Mr. Kagan also serves as a Director of LaSalle Re
Holdings Limited. Mr. Kagan is a member of the Executive and Audit Committees of
the Board of Directors.
The following Class III directors were elected in fiscal 1997 and their
present terms expire with the Annual Meeting of Stockholders in 1999:
PAUL J. ZEPF PRINCIPAL
CENTRE PARTNERS MANAGEMENT LLC
Paul J. Zepf, age 32, has served as a Director of the Company since July 31,
1996. Since 1995, Mr. Zepf has been a Principal of Centre Partners Management
LLC and a Principal of Corporate Advisors, L.P. Mr. Zepf also served as a Vice
President of Corporate Advisors, L.P. from 1993 to 1995 and an Associate from
1989 to 1993. Mr. Zepf also serves as a Director of LaSalle Re Holdings Limited.
Mr. Zepf is a member of the Compensation and Executive Committees and is a
member of the Option Subcommittee of the Compensation Committee of the Board of
Directors.
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CRAIG I. FIELDS CORPORATE DIRECTOR
Craig I. Fields, age 51, has served as a Director of the Company since September
17, 1996. From 1994 until the present, Dr. Fields has served on various boards
of directors, including the boards of ENSCO, Projectavision, Inc., Alliance
Gaming Corporation, Perot Systems, Network Solutions and Music Holdings Corp.
From 1990 to 1994, Dr. Fields served as Chairman and Chief Executive Officer of
the Microelectronics and Computer Technology Corporation, a for-profit research
and development consortium involved in information technology. Dr. Fields is
Chairman of the Defense Science Board. Mr. Fields is a member of the
Compensation and Audit Committees and is a member of the Option Subcommittee of
the Compensation Committee of the Board of Directors.
DIRECTORS' COMPENSATION
Each director of the Company who is not an employee of the Company is
entitled to receive annual compensation of $20,000, payable quarterly. In
addition, directors of the Company are reimbursed for their reasonable expenses
incurred in attending meetings of the Board of Directors or committees thereof.
Messrs. Fields and Bratton have been granted options to purchase an aggregate of
49,800 shares of Common Stock in connection with their serving as directors of
the Company. Directors who are also employees of the Company are not separately
compensated for their services as directors.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors of the Company meets on a regular basis to
supervise, review, and direct the business and affairs of the Company. During
the Company's 1997 fiscal year, the Board held three meetings and also approved
actions through seven unanimous consents of the Board of Directors in lieu of a
meeting. The Board of Directors has established an Executive, an Audit and a
Compensation Committee, to which it has assigned certain responsibilities in
connection with the governance and management of the Company's affairs. The
Company has no standing nominating committee or other committee performing
similar functions and such functions are performed by the Board of Directors.
Each of the directors attended at least 75% of the total number of
meetings of the Board and the committees on which he served during the period he
served in such position.
Executive Committee. The Board of Directors established the Executive
Committee in September 1996 to have all the power and authority of the Board of
Directors, consistent with limitations contained in the By-laws and provisions
of the Delaware General Corporation Law. Messrs. L. Pollack, Marino, Kagan,
Perekslis and Zepf are the members of the Executive Committee. During the
Company's 1997 fiscal year, the Executive Committee held three meetings and also
approved actions through one unanimous consent of the Executive Committee in
lieu of a meeting.
Audit Committee. The Board of Directors established the Audit Committee in
September 1996 to: (i) make recommendations concerning the engagement of
independent public accounts; (ii) review with the independent public accountants
the plans for and scope of the audit, the audit procedures to be utilized and
the results of the audit; (iii) approve the professional services provided by
the independent public accountants; (iv) review the independence of the
independent public accountants; and (v) review the adequacy and effectiveness of
the Company's internal accounting controls. Messrs. Kagan, Bratton and Fields
are the members of the Audit Committee. During the Company's 1997 fiscal year,
the Audit Committee held three meetings.
Compensation Committee. The Board of Directors established the Compensation
Committee in September 1996 to determine compensation of the Company's executive
officers and to administer the Company's Stock Option Plan. Messrs. L. Pollack,
Perekslis, Fields and Zepf are the members of the Compensation Committee. During
the Company's 1997 fiscal year, the Compensation Committee held
10
<PAGE> 11
three meetings and also approved actions through one unanimous consent of the
Compensation Committee in lieu of a meeting.
Option Subcommittee. The Board of Directors established the Option
Subcommittee of the Compensation Committee in July 1996 to consider and approve
all compensation items which qualify as performance-based compensation within
the meaning of Section 162(m)(4)(c) of the Internal Revenue Code, including
without limitation, all grants of stock options pursuant to the Company's Stock
Option Plan. Messrs. Fields and Zepf are members of the Option Subcommittee.
During the Company's 1997 fiscal year, the Option Subcommittee together with its
predecessor committee held two meetings and also approved actions through one
unanimous consent of the Option Subcommittee in lieu of a meeting.
11
<PAGE> 12
EXECUTIVE COMPENSATION
The following table sets forth all compensation earned for services
rendered to the Company in all capacities during the fiscal years ended March
31, 1997 and March 31, 1996 by the Company's chief executive officer serving at
March 31, 1997 and the Company's former chief executive officer and each of the
Company's other four most highly compensated executive officers (the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------------------------------------------------------
Other Securities
Annual Underlying All Other
Fiscal Salary Bonus Compensation Options Compensation
Name and Principal Position Year ($) ($) ($) (#) ($)
------ ---------- ---------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Peter A. Marino (1) 1997 148,076 75,000 - 707,160 324,448(2)
Chief Executive Officer and President 1996 - - - - -
Jody Scheckter (3) 1997 77,269 - 8,436 (4) - -
Former President and Director 1996 300,000 1,198,833 21,490 (4) - -
David A. Apseloff 1997 107,077 80,000 (5) 2,247 (6) 74,700 -
Vice President and Chief Financial Officer 1996 92,308 10,000 173 (6) - -
Juan C. G. de Ledebur 1997 160,169 135,000 (5) 7,115 (6)(7) 212,148 -
Vice President, Sales and Marketing 1996 270,393 - 6,551 (6)(7) - -
Robert F. Mecredy 1997 144,179 175,000 (5) 3,093 (6) 182,600 -
Executive Vice President 1996 149,328 15,000 1,432 (6) - -
Robert B. Terry, Jr. 1997 87,692 115,000 (5) 2,264 (6) 127,322 -
Vice President, Operations 1996 68,846 13,300 - - -
</TABLE>
- -------------------------------------
(1) Mr. Marino became the Company's Chief Executive Officer and President on
October 15, 1996.
(2) Mr. Marino received a bonus of $155,000 and 36,852 shares of Common Stock
valued at $119,880 in connection with his employment agreement, Mr. Marino
was also reimbursed for moving expenses of $49,568.
(3) Mr. Scheckter resigned as President effective July 31, 1996 and resigned as
a Director effective September 17, 1996.
(4) Provision of automobile and reimbursement of a portion of dues for country
club membership by the Company.
(5) Messrs. de Ledebur, Mecredy and Terry received transition bonuses as part
of the Company's Recapitalization of $50,000 each,
Mr. Apseloff received a transition bonus of $30,000.
(6) Matching contributions made by the Company to its 401(k) plan.
(7) Provision of automobile allowance for Mr. de Ledebur of $4,800 in both 1997
and 1996, respectively.
12
<PAGE> 13
OPTION GRANTS IN THE LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
NO. OF % OF TOTAL ASSUMED ANNUAL RATES OF
SECURITIES OPTIONS/SARS STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERMS *
OPTION/SARS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------------
GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
------------- -------------- ------------ ------------ -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Peter A. Marino 353,580 (1) 19.94% $3.253 09/18/03 468,245 1,091,210
Peter A. Marino 353,580 (2) 19.94% $3.253 09/18/05 634,135 1,561,906
David A. Apseloff 37,350 (1) 2.11% $3.253 09/18/03 49,463 115,269
David A. Apseloff 37,350 (2) 2.11% $3.253 09/18/05 66,986 164,990
Juan C. G. de Ledebur 106,074 (1) 5.98% $3.253 09/18/03 140,474 327,363
Juan C. G. de Ledebur 106,074 (2) 5.98% $3.253 09/18/05 190,241 468,572
Robert F. Mecredy 91,300 (1) 5.15% $3.253 09/18/03 120,908 281,768
Robert F. Mecredy 91,300 (2) 5.15% $3.253 09/18/05 163,744 403,309
Robert B. Terry, Jr. 63,661 (1) 3.59% $3.253 09/18/03 84,306 196,469
Robert B. Terry, Jr. 63,661 (2) 3.59% $3.253 09/18/05 114,174 281,216
Jody Scheckter - - - - - -
</TABLE>
(1) Series A Options are generally exerciseable as follows: (i) 50% on the third
anniversary of the option issue date (the "option date"), (ii) 25% on the fourth
anniversary of the option date, and (iii) 25% on the fifth anniversary of the
option date.
(2) Series B Options are generally exercisable on the ninth anniversary of the
grant of such options but are subject to acceleration if certain defined
earnings targets of the Company are met or exceeded.
* These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on future
performance of the Common Stock and overall market conditions. There can
be no assurance that the amounts reflected in these columns will be
achieved or if achieved, will exist at the time of any option exercise.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END (1)
------------------------------------ ------------------------------------
EXERCISEABLE UNEXERCISEABLE EXERCISEABLE UNEXERCISEABLE
---------------- ------------------ ---------------- ------------------
<S> <C> <C> <C> <C>
Peter A. Marino 53,037 654,123 490,433 6,048,675
David A. Apseloff 3,402 71,298 31,458 659,293
Juan C. G. de Ledebur 9,663 202,485 89,354 1,872,379
Robert F. Mecredy 8,317 174,283 76,907 1,611,595
Robert B. Terry, Jr. 5,799 121,523 53,623 1,123,723
</TABLE>
(1) As required by the rules of the Securities and Exchange Commission, the
value of unexercised in-the-money options is calculated based on the
closing sales price of the Company's Common Stock on The Nasdaq Stock
Market as of the last business day of its fiscal year, March 31, 1997,
which was $12.50 per share.
13
<PAGE> 14
EMPLOYMENT AND NON-COMPETITION AGREEMENTS; EXECUTIVE SEVERANCE BENEFIT PLAN
Employment Agreement with Mr. Marino. The Company has entered into an
employment agreement with Mr. Marino with an initial term expiring March 31,
2002, with automatic one-year extensions thereafter unless terminated by either
party. Pursuant to the agreement, Mr. Marino serves as Chief Executive Officer
and President at an annual base salary of $350,000, subject to review and annual
increases as approved by the Board of Directors. Mr. Marino also is eligible for
annual bonuses based on the Company reaching targeted EBITDA levels for each
fiscal year, with a maximum of $225,000 in bonus payable for each fiscal year
(or such greater amount as determined by the Board of Directors). In connection
with the execution of the employment agreement, Mr. Marino received a bonus of
$155,000, was granted 36,852 shares of Common Stock and was granted options to
purchase 707,160 shares of Common Stock, consisting of Series A Options for
353,580 shares and Series B Options for 353,580 shares. The Company also agreed
to pay Mr. Marino's reasonable expenses in relocating to the Atlanta area.
Pursuant to the employment agreement, Mr. Marino agreed to purchase 61,420
shares of Common Stock at approximately $3.25 per share. Mr. Marino also is
subject to a covenant not to compete with the Company during the period of his
employment with the Company or any period during which he receives payments from
the Company pursuant to the employment agreement and for a period of two years
thereafter.
Non-Competition Agreements. The Company has entered into an Agreement to
Limit Future Competition with each member of senior management of the Company
and other key employees. Pursuant to such agreements each such employee has
agreed, for a period of two years following the termination of employment with
the Company, not to: (i) be employed by specified businesses in an executive
capacity; (ii) use or permit to be used his executive skills, knowledge or
expertise for the benefit of any such business; and (iii) use or permit to be
used competitively sensitive information received while employed by the Company
for the benefit of any such business.
Executive Severance Benefit Plan. The Board of Directors has adopted an
Executive Severance Benefit Plan (the "Executive Severance Plan") that provides
severance pay and benefits to five designated executive officers of the Company
in the event any such designated executive's employment with the Company is
terminated by the Company for any reason other than Cause (as defined in the
Executive Severance Plan) prior to September 30, 1997. The severance benefit
payable under the Executive Severance Plan is equal to: (i) three times the
monthly salary of the terminated executive if such termination of employment
occurs prior to July 31, 1997; (ii) two times such monthly salary if such
termination of employment occurs during August 1997; and (iii) an amount equal
to such monthly salary if such termination of employment occurs during September
1997.
CERTAIN TRANSACTIONS
Pursuant to certain assurances provided by the Centre Entities in
connection with the Recapitalization, on September 18, 1996, the Company sold to
certain of its executive officers shares of Common Stock at a price of
approximately $3.25 per share as set forth in the following table.
<TABLE>
<CAPTION>
AGGREGATE
PURCHASE
SHARES PRICE
------ --------
<S> <C> <C>
Peter A. Marino............................................. 61,420 $199,800
Juan C. G. de Ledebur....................................... 53,784 174,960
Gregory Echols.............................................. 46,148 150,120
Robert F. Mecredy........................................... 30,710 99,900
David A. Apseloff........................................... 24,900 81,000
Robert B. Terry, Jr. ....................................... 15,371 50,004
</TABLE>
14
<PAGE> 15
In accordance with the Recapitalization Agreement, the Company paid certain
fees and expenses associated with the Recapitalization including payment of a
transaction fee to the Centre Entities of $790,000 and reimbursement of THIN
International for expenses related to the Recapitalization of $210,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. L. Pollack, Fields, Perekslis and Zepf served as members of the
Company's Compensation Committee during the 1997 fiscal year. While Mr. L.
Pollack is Chairman of the Board and Mr. Perekslis served as a Vice President
of the Company, none is otherwise an employee, officer or former employee or
officer of the Company or its subsidiaries.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has provided the following report:
The compensation policies of the Company have been developed to link the
compensation of executive officers with the development of enhanced value for
the Company's stockholders. Through the establishment of both short-term and
long-term incentive plans and the use of base salary and performance bonus
combinations, the Company seeks to align the financial interests of its
executive officers with those of its stockholders.
PHILOSOPHY AND COMPONENTS
In designing its compensation programs, the Company follows its belief that
compensation should reflect both the Company's recent performance and the value
created for stockholders, while also supporting the broader business strategies
and long-range plans of the Company. In doing so, the compensation programs
reflect the following general characteristics:
* The Company's financial performance and, in particular, that of the
individual.
* An annual incentive arrangement that generates a portion of
compensation based on the achievement of specific performance goals in relation
to the Company's internal budget and strategic initiatives, with superior
performance resulting in enhanced total compensation.
The Company's executive compensation is based upon the components
listed below, each of which is intended to serve the overall compensation
philosophy:
BASE SALARY. Base salary is intended to be set at a level that approximates
the competitive amounts paid to executive officers of similar businesses in
structure, size, and industry orientation. Competitive amounts are determined
informally through a review of published compensation surveys and proxy
statements of other companies, including some, but not all, of the companies in
the peer group selected for purposes of the stock performance graph set forth
elsewhere in this Proxy Statement.
INCENTIVE COMPENSATION. In accordance with the Company's philosophy of
tying a substantial portion of the overall compensation of its executive
officers to the achievement of specific performance goals, an incentive plan has
been developed for the executive officers. The Company's incentive plans is
designed to reward superior performance with total compensation above
competitive levels. On the other hand, if performance goals are not achieved and
the Company suffers as a result, compensation of affected executive officers may
fall below competitive levels.
STOCK OPTIONS. The Company periodically considers awards to its
executive officers of stock options granted under the terms of its Stock Option
Plan. Options are awarded by the Option
15
<PAGE> 16
Subcommittee to selected executive officers and other persons in recognition of
outstanding contributions they may have made (or are being motivated to make) to
the Company's growth, development, or financial performance. The awarding of
options is designed to encourage ownership of the Company's Common Stock by its
executive officers, thereby aligning their personal interests with those of our
shareholders.
The Compensation Committee reviews and determines the compensation of
the executive officers of the Company with this philosophy on compensation as
its basis. While promoting initiative and providing incentives for superior
performance on behalf of the Company for the benefit of its shareholders, the
Compensation Committee also seeks to assure that the Company is able to compete
for and retain talented personnel who will lead the Company in achieving levels
of growth and financial performance that will enhance shareholder value over the
long-term as well as short-term.
CEO COMPENSATION
Effective October 15, 1996, the Company entered into an employment
agreement with Mr. Marino as Chief Executive Officer and President for a term
that extends to March 31, 2002, and is renewable for successive one-year terms
thereafter unless either party chooses not to renew. Details about that
agreement are provided under "Executive Compensation - Employment and
Non-Competition Agreements; Executive Severance Benefit Plan," above.
The Compensation Committee believes that the compensation terms of Mr. Marino's
employment agreement are consistent with and reflect the Company's executive
compensation philosophy. The base salary provided to Mr. Marino is consistent
with what the Compensation Committee believes is competitive in the Company's
industry, and the opportunities for bonus compensation are tied to the Company's
performance in terms of value to its stockholders. Additionally, the options
that have been granted to Mr. Marino are subject to vesting over a period of
years.
The Compensation Committee
Lester Pollack * Craig I. Fields * Scott Perekslis * Paul J. Zepf
16
<PAGE> 17
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total stockholder return on the Company's Common Stock against the
cumulative total return of The Nasdaq National Market (U.S.) and the cumulative
total return for a group of companies consisting of Apollo Group Inc., CBT Group
Plc, Evans & Sutherland Computer Corporation, Flightsafety International Inc.,
Imax Corporation, Learning Tree International, National Education Corporation,
Orbital Sciences Corporation, REMEC Inc. and the Wyman-Gordon Company, for the
period commencing November 27, 1996, the date that the Company's Common Stock
became publicly traded, and ending on March 31, 1997.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
-----------------------
11/27/96 12/31/96 3/31/97
-------- -------- -------
<S> <C> <C> <C>
Firearms Training Systems, Inc. 100.000 86.239 91.743
Peer Group 100.000 90.107 79.569
NASDAQ-Stock Market - Composite 100.000 100.288 94.903
</TABLE>
- --------------------------------------
Graph reflects $100 invested on November 27, 1996 and the reinvestment of
any dividends in (i) Company Common Stock, (ii) the common stocks of the group
of companies identified above that have been selected by the Company as its
peers, and (iii) the Nasdaq Stock Market - Composite index.
17
<PAGE> 18
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of the Audit Committee,
appoints each year the firm that will serve as the Company's independent public
accountants. The Board has appointed Arthur Andersen LLP, which firm served as
independent public accountants for the Company during the past fiscal year, to
serve as such accountants for the current fiscal year. Such appointment is not
subject to ratification or other vote by the stockholders.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting of Stockholders, with opportunity to make a statement if he or
she desires to do so, and is expected to be available to respond to appropriate
questions.
STOCKHOLDER PROPOSALS
Stockholders who desire to submit to the Company proposals for inclusion in
the Company's proxy materials for the 1998 Annual Meeting of Stockholders of
Firearms Training Systems, Inc. must submit such proposals to the Secretary of
the Company for receipt by the Secretary on or prior to April 1, 1998.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 ("1934 Act") requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to file
with the Commission and the Nasdaq National Market reports of ownership and
changes in ownership of Common Stock and other equity securities of the Company.
Directors, executive officers and greater than ten percent stockholders are
required by the rules promulgated by the Commission to furnish the Company with
copies of all forms they file pursuant to Section 16(a) of the 1934 Act.
Based solely on review of the copies of such reports furnished to the
Company or written representations that no other reports were required, the
Company believes that during fiscal 1997, all filings required by Section 16
(a) of the 1934 Act applicable to its directors, executive officers and
greater than ten percent beneficial owners were made on a timely basis.
OTHER MATTERS
Management does not intend to present to the Annual Meeting any business
other than the items stated in the "Notice of Annual Meeting of Stockholders"
and knows of no other business to be presented for action at the meeting. If,
however, any other business should properly come before the meeting or any
adjournments thereof, it is intended that all management proxies will be voted
with respect thereto in accordance with the best judgment of the persons named
in the proxies.
FIREARMS TRAINING SYSTEMS, INC.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Charles N. Bowen
--------------------
Charles N. Bowen
Dated: July 25, 1997 SECRETARY
18
<PAGE> 19
APPENDIX
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 27, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, having received notice of the Annual Meeting of
Stockholders and revoking all prior proxies, hereby appoints Peter A. Marino and
David A. Apseloff, and each of them, attorneys or attorney of the undersigned,
with full power of substitution in each of them, for and in the name of the
undersigned, to attend the Annual Meeting of Stockholders of Firearms Training
Systems, Inc. (the "Company") to be held Wednesday, August 27, 1997, at 11:00
A.M., Eastern Time, and any postponement or adjournment thereof, and to vote and
act upon the following matters in respect of all shares of common stock of the
Company that the undersigned would be entitled to vote or act upon, with all
powers the undersigned would possess, if personally present.
The shares represented by this proxy will be voted as directed by the
undersigned and as indicated herein. IF NO DIRECTION IS GIVEN WITH RESPECT TO
THE ELECTION OF DIRECTORS OR THE DISCRETIONARY AUTHORITY OF THE PROXIES TO VOTE
UPON OTHER PROPER BUSINESS, THIS PROXY WILL BE VOTED FOR SUCH ELECTION, AND THE
PROXIES, IN THEIR DISCRETION, WILL VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Attendance of the undersigned at the meeting or any postponement or
adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall affirmatively indicate at such meeting the intention of the
undersigned to vote such shares in person.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
IF SHARES ARE HELD BY MORE THAN ONE OWNER, EACH MUST
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, GUARDIANS,
AND OTHER SIGNING IN A REPRESENTATIVE CAPACITY SHOULD
GIVE THEIR FULL TITLES.
Has your address changed? Do you have any comments?
___________________________________ ___________________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
19
<PAGE> 20
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
-------------------------------
FIREARMS TRAINING SYSTEMS, INC.
-------------------------------
RECORD DATE SHARES:
1. ELECTION OF DIRECTORS:
To re-elect each of the following nominees, as a director of
the Company, for a term of three years:
Peter A. Marino
Lester Pollack
Scott Perekslis
For All With- For All
Nominees hold Except
[ ] [ ] [ ]
NOTE: If you do not wish your shares voted "For" a particular
nominee, mark the "For All Except" box and strike a line
through the nominee's(s') name(s). Your shares will be voted
for the remaining nominees.
2. TO VOTE, IN THE PROXIES' DISCRETION, UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR
ADJOURNMENT THEREOF.
For Against Abstain
[ ] [ ] [ ]
Please be sure to sign and date this Proxy. Date__________________________
Stockholder sign here_______________________Co-owner sign here__________________
Mark box at right if an address change or comment has been added [ ]
on the reverse side of this card.
DETACH CARD DETACH CARD
