<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 240.14a-11(c) or 240.14a-12
BRIDGE VIEW BANCORP
- -----------------------------------------------------------------------------
(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):
/ / No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
BRIDGE VIEW BANCORP
457 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
April 23, 1998
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders
(the "Annual Meeting") of Bridge View Bancorp (the "Company"), the holding
company for Bridge View Bank (the "Bank"), to be held on May 21, 1998 at 3:00
p.m. at the Marriott at Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck,
New Jersey 07666.
At the Annual Meeting stockholders will be asked to consider and vote
upon (1) the election of two directors; and (2) the proposal that the
stockholders approve the 1998 Stock Option Plan For Non-Employee Directors.
The Board of Directors of the Company believes that the matters to be
considered at the Annual Meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board
unanimously recommends that you vote "FOR" each matter to be considered.
Your cooperation is appreciated since a majority of the Common Stock
must be represented, either in person or by proxy, to constitute a quorum for
the conduct of business. Whether or not you expect to attend, please sign, date
and return the enclosed proxy card promptly in the postage-paid envelope
provided so that your shares will be represented.
Very truly yours,
Albert F. Buzzetti
President and Chief
Executive Officer
<PAGE>
BRIDGE VIEW BANCORP
457 Sylvan Avenue
Englewood Cliffs, New Jersey 07632
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
Notice is hereby given that the Annual Meeting of Stockholders (the
"Annual Meeting") of Bridge View Bancorp (the "Company") will be held at the
Marriott at Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck, New Jersey
07666, on May 21, 1998, at 3:00 p.m. for the purpose of considering and voting
upon the following matters:
1. The election of two (2) persons named in the accompanying
Proxy Statement to serve as directors of the Company;
2. The proposal that the stockholders approve the 1998 Stock
Option Plan For Non-Employee Directors described in the
accompanying Proxy Statement.
3. Such other business as shall properly come before the Annual
Meeting.
Stockholders of record at the close of business on April 21, 1998 are
entitled to notice of and to vote at the Annual Meeting. Whether or not you
contemplate attending the Annual Meeting, it is suggested that the enclosed
proxy be executed and returned to the Company. You may revoke your proxy at any
time prior to the exercise of the proxy by delivering to the Company a later
proxy or by delivering a written notice of revocation to the Company.
By Order of the Board of Directors
Albert F. Buzzetti
President and Chief
April 23, 1998 Executive Officer
IMPORTANT-PLEASE MAIL YOUR PROXY PROMPTLY
<PAGE>
BRIDGE VIEW BANCORP
457 Sylvan Avenue
Englewood Cliffs, New Jersey 07432
------------------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 1998
-----------------------------------
Solicitation and Voting of Proxies
This Proxy Statement is being furnished to stockholders of Bridge View
Bancorp (the "Company") in connection with the solicitation by the Board of
Directors of proxies to be used at the annual meeting of stockholders (the
"Annual Meeting"), to be held on May 21, 1998, at 3:00 p.m., at the Marriott at
Glenpointe Hotel, 100 Frank W. Burr Boulevard, Teaneck, New Jersey 07666 and at
any adjournments thereof. The 1997 Annual Report to Stockholders, including
consolidated financial statements for the fiscal year ended December 31, 1997,
and a proxy card, accompanies this Proxy Statement, which is first being mailed
to record holders on or about April 23, 1998.
Regardless of the number of shares of common stock owned, it is
important that you vote by completing the enclosed proxy card and returning it
signed and dated in the enclosed postage-paid envelope. Stockholders are urged
to indicate their vote in the spaces provided on the proxy card. Proxies
solicited by the Board of Directors of the Company will be voted in accordance
with the directions given therein. Where no instructions are indicated, signed
proxy cards will be voted "FOR" the election of each of the nominees for
director named in this Proxy Statement and "FOR" the ratification of each of the
other specific proposals presented in this Proxy Statement.
Other than the matters set forth on the attached Notice of Annual
Meeting of Stockholders, the Board of Directors knows of no additional matters
that may be presented for consideration at the Annual Meeting. Execution of a
proxy, however, confers on the designated proxy holders discretionary authority
to vote the shares in accordance with their best judgment on such other
business, if any, that may properly come before the Annual Meeting and at any
adjournments thereof, including whether or not to adjourn the Annual Meeting.
A proxy may be revoked at any time prior to its exercise by sending a
written notice of revocation to the Company, 457 Sylvan Avenue, Englewood
Cliffs, New Jersey 07632, Attn: Ms. Michele Albino. A proxy filed prior to the
Annual Meeting may be revoked by delivering to the Company a duly executed proxy
bearing a later date, or by attending the Annual Meeting and voting in person.
However, if you are a stockholder whose shares are not registered in your own
name, you will need appropriate documentation from your record holder to vote
personally at the Annual Meeting.
<PAGE>
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may also be solicited personally or by
mail or telephone by directors, officers and other employees of the Company and
the Bank, without additional compensation therefor. The Company will also
request persons, firms and corporations holding shares in their names, or in the
name of their nominees, which are beneficially owned by others, to send proxy
material to and obtain proxies from such beneficial owners, and will reimburse
such holders for their reasonable expenses in doing so.
Voting Securities
The securities which may be voted at the Annual Meeting consist of
shares of common stock, no par value, of the Company ("Common Stock"), with each
share entitling its owner to one vote on all matters to be voted on at the
Annual Meeting, except as described below. There is no cumulative voting for the
election of directors.
The close of business on April 21, 1998, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 2,647,900 shares.
The presence, in person or by proxy, of the holders of at least a
majority of the total number of shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Annual Meeting. In the event that there
are not sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for one or more of the nominees being proposed. Under New Jersey law and the
Company's Bylaws, directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which authority to vote for
one or more of the nominees being proposed is withheld.
As to the matters being proposed for stockholder action set forth in
Proposal 2, the proxy card being provided by the Board of Directors enables a
stockholder to check the appropriate box on the proxy card to (i) vote "FOR" the
item, (ii) vote "AGAINST" the item, or (iii) "ABSTAIN" from voting on such item.
Under New Jersey law, the affirmative vote of a majority of the votes cast at
the Annual Meeting, in person or by proxy, is required to approve Proposal 2.
Abstentions and broker non-votes do not count as votes cast under New Jersey
law, and so will have no effect.
2
<PAGE>
PROPOSALS TO BE VOTED ON AT THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
The Company's Certificate of Incorporation and its Bylaws authorize a
minimum of one and a maximum of twenty-five directors but leave the exact number
to be fixed by resolution of the Board of Directors. The Board has fixed the
number of directors at eight (8).
The Board of Directors is divided into three (3) classes, as nearly
identical in number as the then total number of directors constituting the
entire board permits, with the term of office of one class expiring each year.
At each annual meeting of stockholders the successors to the class of directors
whose term has expired is elected to hold office for a term expiring at the
third succeeding annual meeting and until their successors have been duly
elected and qualified.
If, for any reason, any of the nominees become unavailable for
election, the proxy solicited by the Board of Directors will be voted for a
substitute nominee selected by the Board of Directors. The Board has no reason
to believe that any of the named nominees is not available or will not serve if
elected. Unless authority to vote for the nominee is withheld, it is intended
that the shares represented by the enclosed proxy card, if executed and
returned, will be voted FOR the election of the nominees proposed by the Board
of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
Information with respect to the Nominees.
The following table sets forth, the names of the nominees for election,
their ages, a brief description of their recent business experience, including
present occupations, and the year in which each became a director of the Company
or the Bank.
<TABLE>
<CAPTION>
<S> <C> <C>
Name, Age and Position Principal Occupations Director
with the Company During Past Five Years Since (1)
- ---------------------- ---------------------- ---------
Albert F. Buzzetti, 58, President President and Chief Executive Officer of the 1988
and Chief Executive Officer, Director Company
Jeremiah F. O'Connor, Jr., 41, President, AtHome Medical, Inc. (Supplier of 1988
Director Medical Equipment)
</TABLE>
3
<PAGE>
Information with respect to Directors.
The following table sets forth the names of the directors other than
the nominees for election, their ages, a brief description of their recent
business experience, including present occupations, and the year in which each
became a director of the Company or the Bank.
<TABLE>
<CAPTION>
<S> <C> <C>
Name, Age and Position Principal Occupations Director
with the Company During Past Five Years Since (1)
- ---------------------- ---------------------- ---------
Gerald A. Calabrese, Jr., 47, President, Century 21 Calabrese Realty and Chairman and Chief 1988
Director Executive Officer, Metropolitan Mortgage
Company
Glenn L. Creamer, 45, Director Treasurer and Safety Director, J. Fletcher Creamer & 1988
Son, Inc. (Construction)
Bernard Mann, 68, Director Director, Carolace Industries (Textiles) 1988
Mark Metzger, 56, Director Managing Director, BEM Management, Inc. (Equity 1988
Investment Fund)
Joseph C. Parisi, 72, Chairman of President and Chief Executive Officer, Otterstedt 1988
the Board Insurance Agency
John A. Schepisi, 53, Vice Senior Partner, Schepisi & McLaughlin (Attorneys) 1988
Chairman
</TABLE>
- ------------
(1) Includes prior service on Board of Directors of the Bank.
No director of the Company is also a director of any other company
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of such Act or any company
registered as an investment company under the Investment Company Act of 1940.
Board of Directors' Meetings; Committees of the Board
The Board of Directors of the Company held 15 meetings during 1997. The
Board of Directors holds regularly scheduled meetings each month and special
meetings as circumstances require. All of the directors of the Company attended
at least 76% of the total number of Board meetings held and committee meetings
held during 1997.
Audit Committee. The Company and the Bank have a standing Audit
Committee of the Board of Directors. This committee arranges for the Bank's
directors' examinations through its independent certified public accountant,
reviews and evaluates the recommendations of the directors' examinations,
receives all reports of examination of the Company and the Bank by appropriate
regulatory agencies, analyzes such regulatory reports, and reports to the Board
the results of its analysis of the regulatory reports. This committee also
receives reports directly from the Company's independent auditors and recommends
any action to be taken in connection therewith. The Audit Committee met 4 times
during 1997. The Audit Committee consisted during 1997 of Directors Bernard Mann
(Chairman), Glenn L. Creamer, Joseph C. Parisi (ex officio) and John A. Schepisi
(ex officio).
4
<PAGE>
Personnel Committee. The Company maintains a Personnel Committee which
sets the compensation for the executive officers of the Company and provides
oversight on officer hiring. In 1997, the Committee consisted of Directors
Jeremiah F. O'Connor, Jr. (Chairman), Gerald A. Calabrese, Jr., Glenn L.
Creamer, Albert F. Buzzetti (ex officio), Joseph C. Parisi (ex officio) and John
A. Schepisi (ex officio) and met 2 times.
Nominating Committee. The Company does not maintain a separate
Nominating Committee. Instead, the entire Board of Directors acts as a
Nominating Committee and selects the Company's Board's nominees to stand for
election to the Board of Directors at the Annual Meeting.
Stock Option Committee. The Company maintains a Stock Option Committee
which recommends granting of certain stock options form time to time and
certifies the market value exercise price at which such options may be granted.
The Committee did not meet during 1997 since no options were granted. The
Committee consists of Directors Bernard Mann (Chairman), Mark Metzger, Jeremiah
F. O'Connor, Jr., Albert F. Buzzetti, Joseph C. Parisi (Ex Officio) and John A.
Schepisi (Ex Officio).
Directors' Compensation
Directors' Fees. Directors of the Company, other than full-time
employees of the Company, received fees of $500 per Board meeting attended and
$250 per committee meeting attended.
Stock Option Plan for Non-Employee Directors. The Company maintains the
1994 Non-Employee Stock Option Plan for Non-Employee Directors (the
"Non-Employee Plan"). Under the Non-Employee Plan, 115,067 shares of Common
Stock have been reserved for issuance. Non-employee directors of the Company,
the Bank and any other subsidiaries which the Company may acquire or incorporate
may participate in the Non-Employee Plan. Under the Non-Employee Plan, each
current non-employee member of the Board of Directors has received options to
purchase 16,436 shares of Common Stock at exercise prices ranging from $4.18 to
$4.51, 100% of the fair market value on the date such options were granted.
Stock Ownership of Management and Principal Stockholders
The following table sets forth information concerning the beneficial
ownership of the Common Stock, no par value, as of April 21, 1998, by (i) each
person who is know by the Company to own beneficially more than five percent
(5%) of the issued and outstanding Common Stock, (ii) each director and nominee
for director of the Company, (iii) each executive officer of the Company
described in this Proxy Statement under the caption "Executive Compensation" and
(iv) all directors and executive officers of the Company as a group. Other than
as set forth in this table, the Company is not aware of any individual or group
which holds in excess of 5% of the outstanding Common Stock.
5
<PAGE>
<TABLE>
<CAPTION>
Name and Address of Beneficial Number of Shares Percent
Owner(1) Beneficially Owned (2) of Class
- ------------------------------ ---------------------- --------
<S> <C> <C>
Albert F. Buzzetti(3) 80,859 3.05%
Gerald A. Calabrese, Jr.(4) 96,910 3.65%
Glenn L. Creamer(5) 40,574 1.53%
Bernard Mann(6) 120,134 4.53%
Mark Metzger(7) 130,281 4.92%
Jeremiah F. O'Connor, Jr.(8) 97,425 3.67%
Joseph C. Parisi(9) 106,753 4.03%
John A. Schepisi(10) 173,435 6.54%
Thomas W. Thomasma 1,388 *
Directors and Executive Officers 847,759 32.0%
as a Group (8 persons)(11)
</TABLE>
- ------------
* Ownership of less than 1%
(1) The address for all persons listed is c/o Bridge View Bancorp, 457
Sylvan Avenue, Englewood Cliffs, New Jersey 07632.
(2) Beneficially owned shares include shares over which the named person
exercised either sole or shared voting power or sole or shared
investment power. It also includes shares owned (i) by a spouse, minor
children or by relatives sharing the same home, (ii) by entities owned
or controlled by the named person, or (iii) by other persons if the
named person has the right to acquire such shares within 60 days by
the exercise of any right or option. Unless otherwise noted, all
shares are owned of record and beneficially by the named person,
either directly or through the dividend reinvestment plan.
(3) Includes 4,676 shares owned by Mr. Buzzetti's wife. Mr. Buzzetti
disclaims beneficial ownership of the shares owned by his wife and of
shares owned by other family members. Includes an aggregate of 44,125
shares purchasable pursuant to options which are presently exercisable
or exercisable within sixty (60) days.
(4) Includes 3,828 shares owned by Mr. Calabrese's minor children. Mr.
Calabrese disclaims any beneficial ownership of shares owned by other
family members who are not dependents. Includes an aggregate of 16,436
shares purchasable pursuant to options which are presently exercisable
or exercisable within sixty (60) days.
(5) Mr. Creamer disclaims any beneficial ownership of shares owned by
family members who are not dependents. Includes an aggregate of 16,436
shares purchasable pursuant to options which are presently exercisable
or exercisable within sixty (60) days.
(6) Includes 36,661 shares owned by Mr. Mann's wife. Mr. Mann disclaims
any beneficial ownership of shares owned by his wife as well as shares
by other family members. Includes an aggregate of 16,436 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(7) Includes 1,530 shares owned by Mr. Metzger's wife and 900 shares owned
by the Metzger Family Partnership of which he is trustee. Mr. Metzger
disclaims beneficial ownership of shares owned by his wife and of any
other shares held by emancipated members of his family. Includes an
aggregate of 16,436 shares purchasable pursuant to options which are
presently exercisable or exercisable within sixty (60) days.
6
<PAGE>
(8) Includes 867 shares owned by Mr. O'Connor's wife, 5,964 shares owned
by Mr. O'Connor's dependent children, and 14.238 shares held by the
AtHome Medical Pension Plan. Mr. O'Connor disclaims beneficial
ownership of shares owned by his wife and of any shares held by
emancipated family members. Includes an aggregate of 16,436 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(9) Includes 66,708 shares owned jointly by Mr. Parisi and his wife. Mr.
Parisi disclaims beneficial ownership of any shares owned by
emancipated family members. Includes an aggregate of 16,436 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(10) Includes 5,615 shares owned by Mr. Schepisi's wife, and 14,777 shares
owned by Homaro Co., a partnership which Mr. Schepisi manages but with
regard to which he disclaims beneficial interest. Mr. Schepisi
disclaims beneficial ownership of any shares owned by his wife or by
any emancipated family members. Includes an aggregate of 16,436 shares
purchasable pursuant to options which are presently exercisable or
exercisable within sixty (60) days.
(11) Includes 159,177 shares purchasable pursuant to options which are
presently exercisable or exercisable within sixty (60) days.
7
<PAGE>
EXECUTIVE COMPENSATION
Executive Compensation and All Other Compensation
The following table sets forth a summary for the last three fiscal
years of the cash and non-cash compensation awarded to, earned by, or paid to,
the Chief Executive Officer of the Company and each of the four (4) most highly
compensated executive officers whose individual remuneration exceeded $100,000
for the last fiscal year.
SUMMARY COMPENSATION TABLE
Cash and Cash Equivalent Forms
of Remuneration
---------------
<TABLE>
<CAPTION>
Long
Annual Compensation Term Awards Long Term Payouts
-------------------------------------- ----------- -------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Securities
Other Underlying
Name and Principal Annual Options/ LTIP All Other
- ------------------- Salary Bonus Compensation SARs Payouts Compensation
Position Year ($) ($) ($)(1) (#) (2) ($)
- -------- ---- ------ ------- ------------ ---------- ------- ------------
Albert F. Buzzetti,
President and CEO 1997 $160,000 $25,000 $ 2,700 .00 None 0
1996 160,000 0 2,700 5,000 None 0
1995 160,000 15,000 2,700 5,000 None 0
</TABLE>
- ------------
(1) Other annual compensation includes the estimated personal benefit of use of
Company-leased automobiles.
(2) For fiscal year 1997, 1996 and 1995, the Company had no long-term
incentive plans in existence, and therefore made no payouts for awards
under such plans.
Employee Stock Option Plan. The Company maintains the 1994 Employee
Stock Option Plan (the "Employee Plan"). Under the Employee Plan, 115,067 shares
of Common Stock have been reserved for issuance. Employees of the Company, the
Bank and any subsidiaries which the Company may incorporate or acquire are
eligible to participate in the Employee Plan if such employees have a title of
at least vice president. The Compensation Committee manages the Employee Plan
and selects participants from the eligible employees. No option granted under
the Employee Plan may be exercised more than 10 years after the date of its
grant. The purchase price for shares of Common Stock subject to options under
the Plan may not be less than 100% of the fair market value on the date such
option is granted.
No options were granted to executive officers in 1997.
8
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL
YEAR AND FY-END OPTION/SAR VALUES
The following table sets forth information concerning the fiscal
year-end value of unexercised options held by the executive officers of the
Company named in the table above. No stock options were exercised by such
executive officers during 1997:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Number of Securities Value of Unexercised In-the-Money
Underlying Unexercised Options/SARs at FY-End ($) (based
Options/SARs at FY-End on $22.75 per share)
Shares Acquired Value (#)Exercisable/ Exercisable/
Name on Exercise (#) Realized $ Unexercisable Unexercisable
---- -------------------- --------------- ------------- -------------
Albert F. Buzzetti 0 0 42,024/0 $956,046/0
</TABLE>
Interest of Management and Others in Certain Transactions
By Board policy, the Company does not extend credit to any director of
officer or their affiliates or immediate family members.
Director Bernard Mann is a 30% partner in Three R Realty Associates, a
partnership which owns the land at 457 Sylvan Avenue, Englewood Cliffs, New
Jersey which is leased by the Company. In approving this lease, the Board
conducted an independent appraisal to determine that the terms of the lease were
fair to the Company. The Company intends to exercise its option to purchase the
land in October, 1998. Lease payments to Three R Realty Associates totaled
$324,359 in 1997.
The firm of Schepisi & McLaughlin, Attorneys at Law, have acted as the
Company's general counsel since April 1995. John A. Schepisi, the firm's Senior
Partner, is Vice Chairman of the Company's Board. During 1997, the Company paid
legal fees totaling $35,666 to Schepisi & McLaughlin.
The Company's Blanket Bond insurance policy as well as other policies
have been placed with various insurance carriers by the Otterstedt Agency of
which the Company's Board Chairman, Joseph C. Parisi, is Chief Executive
Officer. Gross insurance premiums in 1997 totaled $39,280.
Residential appraisals on the Company's home equity lines of credit are
conducted at the expense of the Company. Certain of those appraisals were
conducted by Gerald A. Calabrese, Jr., a state-licensed appraiser, who is a
Director of the Company. The cost of 1997 appraisals was $17,950.
9
<PAGE>
Recommendation and Vote Required
Nominees will be elected by a plurality of the shares voting at the
Annual Meeting. THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
ITS NOMINEES FOR THE BOARD OF DIRECTORS.
PROPOSAL 2. APPROVAL OF THE 1998 STOCK
OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Stockholder approval is being sought for the 1998 Stock Option Plan For
Non-Employee Directors (the "1998 Plan") that was adopted on March 28, 1998 by
the Board of Directors of the Company, subject to stockholder approval. Approval
of the 1998 Plan requires the affirmative vote of a majority of the shares of
Common Stock entitled to vote at the meeting.
The Bank presently has one stock option plan which has been approved by
the Company's stockholders. The 1994 Stock Option Plan for Non-Employee
Directors (the "1994 Plan") authorizes awards of Non-Qualified stock options
("NQO's") to Non-Employee Directors of the Company. Like the 1994 Plan, the 1998
Plan will assist the Company in attracting and retaining the highest quality of
experienced persons as directors and in aligning the interests of Non-Employee
Directors of the Company more closely with the interests of the Company 's
stockholders. The Board considers it important for the future success of the
Company to continue to attract and retain the highest quality of experienced
persons as directors. In this regard, the Board believes the Company and its
stockholders have benefited substantially from the 1994 Plan, and believes that
the approval of the 1998 Plan will enhance the Company's ability to attract and
retain directors who will be important to the future growth of the Company.
The following is a brief description of the provisions of the 1998
Plan, and is qualified in its entirety by reference to the complete text of the
1998 Plan set forth as Exhibit A to this Proxy Statement:
Shares Subject to the Plan. The 1998 Plan provides for the granting of
NQO's to acquire up to 150,000 shares of the Company's Common Stock. The number
of shares to be granted pursuant to the 1998 Plan is subject to adjustment in
the event of stock dividends, stock splits, recapitalizations and other similar
events. Such shares will be made available from authorized but unissued shares
of Common Stock. The underlying shares of any expired or terminated options may
also be used for the granting of additional options under the 1998 Plan.
Administration. The Plan shall be administered by the Board which shall
hold meetings at such times as may be necessary for the proper administration of
the Plan. Any action of the Board with respect to the administration of the Plan
shall be taken by a majority vote, or by unanimous written consent of its
members.
The Board shall have the authority to determine, subject to the terms
of the 1998 Plan, (i) the individuals to whom and times at which options are to
be granted, (ii) the number of the shares subject to each option, and (iii)
certain other terms and provisions relating to options granted under, and the
administration of, the 1998 Plan.
Eligibility. Any member of the Board who is not a common law employee
of the Company or the Bank, are eligible to receive options under the 1998 Plan.
10
<PAGE>
Terms of Options and Right of Exercise. The purchase price of the
shares of Common Stock subject to each Stock Option shall be 100% of the Fair
Market Value of such Common Stock on the day such Stock Option is granted. All
Stock Options shall have a term of ten (10) years from the date of grant,
subject to earlier termination upon the happening of certain event set forth in
more detail below. The NQO's granted under the 1998 Plan will be immediately
exercisable, provided that any Common Stock acquired by a Non-Employee Director
upon exercise of an Option may not be sold for six (6) months after the date of
grant of the Option.
The 1998 Plan provides that if an optionee's membership on the
Company's Board ceases due to death or disability, the optionee's executor's or
administrator's right to exercise outstanding options (in the event of death) or
the optionee's right to exercise the option (in the event of disability) will
terminate upon the earlier to occur of the expiration of the term of the option
or one year after such disability or death. If the optionee's service of the
Board terminates for "Cause" (as defined in the 1998 Plan), the optionee's right
to exercise the option will immediately terminate. Under the 1998 Plan, in the
event an optionee's membership on the Board ceases for any reason other than
death, disability or Cause, the optionee's right to exercise any outstanding
options will terminate upon the expiration of the term of the option or three
months after his or her service terminates, whichever is earlier.
Option Price and Exercise. NQO's granted pursuant to the 1998 Plan will
be immediately exercisable at a price equal to 100% of the Fair Market Value of
such Common Stock on the day such Stock Option is granted. The closing per share
sale price of the Company's Common Stock on April 21, 1998 was $29.00. All Stock
Options shall have a term of ten (10) years from the date of grant, subject to
earlier termination pursuant to the terms set forth above.
Duration and Amendment of the 1998 Plan. The 1998 Plan shall become
effective upon its approval by the holders of a majority of the Stock of the
Corporation entitled to vote. Prior to such approval, Options granted under the
Plan are expressly subject to such approval. The 1998 Plan will terminate
automatically on the tenth anniversary of the date of shareholder approval.
Options may not be granted under the Plan after the tenth anniversary of the day
before such shareholder approval. Termination of the 1998 Plan will not affect
the exercisability of any option granted prior to the termination of the Plan.
The Board of Directors may not amend the 1998 Plan without the approval
of the Bank's shareholders.
Federal Income Tax Consequences. Under the Internal Revenue
Code of 1986, as amended, the grantee of NQOs will not recognize taxable
compensation income at the time of grant and the Company will not be allowed a
deduction by reason of the grant. The grantee will recognize ordinary income in
the taxable year in which he exercises the NQO in an amount equal to the excess
of the fair market value of the Common Stock on the date of exercise over the
exercise price, and the Company will be allowed a corresponding deduction in the
amount, provided it complies with its reporting obligations under the code with
respect to the amount included in income by the grantee.
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For calculating the amount of any gain or loss realized on a
subsequent sale of the stock, the tax basis of shares acquired by the grantee
will generally be equal to the sum of the exercise price and the amount included
in his gross income as a result of the exercise of the option.
Recommendation and Vote Required
In order for the 1998 Plan to be approved, the affirmative vote of a
majority of the shares of Common Stock entitled to be cast at the Annual Meeting
is required.
Unless marked to the contrary, the shares represented by the enclosed
proxy card, if executed and returned, will be voted "FOR" approval of the 1998
Stock Option Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
APPROVAL OF THE 1998 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
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INDEPENDENT AUDITORS
The Company's and the Bank's independent auditors for the fiscal year
ended December 31, 1997 were KPMG Peat Marwick LLP and the Company's Board of
Directors has appointed KPMG Peat Marwick LLP to continue as independent
auditors for the Company and the Bank for the year ending December 31, 1998.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent stockholders are required by
regulation of the Securities and Exchange Commission to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during the fiscal year
ended December 31, 1997, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were met, except that
Albert F. Buzzetti filed a late Form 4 regarding exercise of warrants in May,
1997.
STOCKHOLDER PROPOSALS
Proposals of stockholders to be included in the Company's 1999 proxy
material must be received by the Secretary of the Company no later than December
1, 1998.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the Annual Meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendation of the Board of
Directors.
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EXHIBIT A
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BRIDGE VIEW BANCORP
1998 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
SECTION 1. Purpose
The Bridge View Bancorp 1998 Stock Option Plan For Non-Employee
Directors (the "Plan") is hereby established to foster and promote the long-term
success of Bridge View Bancorp (the "Corporation") and its shareholders by
providing directors who are not employees of Bridge View Bank (the "Bank"), a
wholly-owned subsidiary of the Corporation, with an equity interest in the
Corporation. The Plan will assist the Corporation in attracting and retaining
the highest quality of experienced persons as directors and in aligning the
interests of Non-Employee Directors of the Corporation more closely with the
interests of the Corporation's shareholders.
SECTION 2. Definitions
Capitalized terms not specifically defined elsewhere herein shall have
the following meanings:
"Act" shall mean the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.
"Bank" shall mean Bridge View Bank and any present or future subsidiary
corporations of Bridge View Bank (as defined in Section 424 of the Code) or any
successor to such corporations.
"Board" shall mean the Board of Directors of the Corporation.
"Cause" shall mean (i) conviction of the Non-Employee Director of a
felony; (ii) declaration by order of a court that the Non-Employee Director is
of unsound mind (other than an infirmity which qualifies as a Disability); or
(iii) gross abuse of trust which is proven by clear and convincing evidence to
have been committed in bad faith.
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated thereunder.
"Common Stock" or "Stock" shall mean the common stock, without par
value, of the Corporation.
"Corporation" shall mean Bridge View Bancorp and any successor thereto.
"Disability" shall mean permanent and total disability which if the
Non-Employee Director were an employee of the Bank would be treated as a total
disability under the term of the Bank's long-term disability plan for employees
as in effect from time to time.
"Fair Market Value" means, with respect to shares of Common Stock, the
fair market value as determined by the Board in good faith and in a manner
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established by the Board from time to time; provided, however, so long as the
shares of Common Stock are last sale reported over the counter securities, then
the "fair market value" of such shares on any date shall be the average of the
high and low prices reported in the consolidated reporting system, or the
average of the bid and asked prices (if the shares of Common Stock are over the
counter securities), on the business day immediately preceding the date in
question, as reported on the NASDAQ system.
"Non-Employee Director" shall mean a member of the Board who is not a
common law employee of the Corporation or the Bank.
"Plan" shall mean the Bridge View Bancorp 1998 Stock Option Plan for
Non-Employee Directors.
"Stock Option" or "Option" shall mean a right to purchase Common Stock
of the Corporation granted to a Non-Employee Director pursuant to the Plan which
is not intended to be an incentive stock option under Section 422 of the Code.
SECTION 3. Administration
(a) The Plan shall be administered by the Board which shall hold
meetings at such times as may be necessary for the proper administration of the
Plan. Any action of the Board with respect to the administration of the Plan
shall be taken by a majority vote, or by unanimous written consent of its
members.
(b) Subject to the express terms and conditions set forth herein, the
Board shall have the power from time to time:
(i) to construe and interpret the Plan and the Stock Options
granted thereunder and to establish, amend and revoke rules, regulations,
guidelines and practices for the administration of the Plan as it shall from
time to time consider advisable, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in the Plan
or in any Stock Option, in the manner and to the extent it shall deem necessary
or advisable to make the Plan fully effective. All decisions and determinations
by the Board in the exercise of this power shall be final and binding upon the
Corporation and the Non-Employee Directors; and
(ii) to exercise such powers and to perform such acts as are
deemed necessary or advisable to promote the best interests of the Corporation
and the Bank with respect to the Plan.
(c) The Board may employ such legal counsel, consultants and agents as
it may deem desirable for the administration of the Plan and may rely upon any
opinion received from any such counsel or consultant and any computation
received from any such consultant or agent.
SECTION 4. Eligibility and Participation
Each Non-Employee Director of the Corporation shall be eligible to
participate in the Plan.
SECTION 5. Common Stock Subject to Plan
(a) The maximum number of shares of Common Stock that may be made
subject to Stock Options granted pursuant to the Plan is 150,000, subject to the
adjustments pursuant to Section 9. The Corporation shall reserve such number of
shares of Common Stock for the purposes of the Plan, out of its authorized but
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unissued Common Stock or out of Common Stock held in the Corporation's treasury,
or partly out of each, as shall be determined by the Board. No fractional shares
of Common Stock shall be issued with respect to Stock Options granted under the
Plan.
(b) If any Stock Option in respect of shares of Common Stock expires or
is canceled without having been fully exercised, the number of shares subject to
such Stock Option but as to which such Stock Option was not exercised prior to
its expiration or cancellation may again be available for the grant of Stock
Options under the Plan.
SECTION 6. Grant of Stock Options
(a) The Board shall, in its sole discretion, determine from time to
time the recipients of a Stock Option and the number of shares of Common Stock
that are subject to a Stock Option granted pursuant to this Plan. Stock Options
granted to Non-Employee Directors pursuant to this Plan shall be immediately
exercisable. All Stock Options granted under the Plan shall be non-statutory
options not entitled to special tax treatment under Section 422 of the Code.
(b) The grant of any Stock Option shall be evidenced by a written
agreement which shall state the number of shares of Common Stock that are
subject to the Stock Option, the exercise price, the term of the Stock Option,
and other terms, as the Board may deem appropriate, that are not inconsistent
with requirements of this Plan.
SECTION 7. Terms and Conditions
(a) The purchase price of the shares of Common Stock subject to each
Stock Option shall be 100% of the Fair Market Value of such Common Stock on the
day such Stock Option is granted. All Stock Options shall have a term of ten
(10) years from the date of grant, subject to earlier termination pursuant to
the terms set forth herein.
(b) In the event a Non-Employee Director's membership on the Board
ceases by reason of his Disability or death, all Stock Options then held and
exercisable by such Non-Employee Director may be exercised by the Non-Employee
Director or his executor or administrator at any time prior to the expiration of
the stated term of such Stock Option, or within one (1) year following his
cessation of Board membership, whichever period is shorter.
(c) In the event a Non-Employee Director's membership on the Board
ceases for Cause, all Stock Options then held by such Non-Employee Director,
whether or not exercisable, shall immediately terminate.
(d) In the event a Non-Employee Director's membership on the Board
ceases for any reason other than death, Disability or Cause, all Stock Options
then held and exercisable by such Non-Employee Director may be exercised at any
time prior to the expiration of the stated term of such Stock Option, or within
a period of three (3) months from the date of such cessation of Board
membership, whichever period is shorter.
(e) If a Non-Employee Director becomes an employee of the Bank, the
Corporation or any of its subsidiaries, the Non-Employee Director shall be
treated as continuing in service as a member of the Board for purposes of this
Plan, but shall not be eligible to receive future grants hereunder while an
employee. If the Non-Employee Director's services as an employee terminates
without his again becoming a Non-Employee Director, the provisions of this
Section 7 shall apply as if such termination of employment were the termination
of the Non-Employee Director's membership on the Board.
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(f) Except as otherwise provided in this Section 7, no Stock Option
under the Plan shall be assignable or transferable by the Non-Employee Director,
and any attempted disposition thereof shall be null and void and of no effect.
Nothing in this Section 7 shall prevent transfers by will or by the applicable
laws of descent and distribution. During the life of a Non-Employee Director, a
Stock Option shall be exercisable only by such Non-Employee Director or the
Non-Employee Director's appointed guardian or legal representative.
SECTION 8. Exercise of Option
(a) Any Stock Option may be exercised in whole or in part at any time
subsequent to such Stock Option becoming exercisable, during the term of such
Stock Option; provided, however, that each partial exercise shall be for whole
shares of Common Stock only.
(b) Options may be exercised by written notice of exercise accompanied
by payment of the exercise price in full for the purchased shares of Common
Stock in cash or by certified or cashier's check payable to the Corporation.
(c) In the event that the Stock Option or portion thereof shall be
exercised pursuant to Section 7 by any person or persons other than the
Non-Employee Director, appropriate proof of the right of such person or persons
to exercise the Stock Option or portion thereof shall be provided to the
Corporation.
(d) Upon exercise of the Option, the person exercising such Option
shall make full payment to the Corporation of all amounts which, under federal,
state or local law, it is required to withhold upon exercise of the Stock
Option.
SECTION 9. Capital Adjustments and Corporate Reorganizations
(a) If, through or as a result of any merger, consolidation, sale of
all or substantially all of the assets of the Corporation, reorganization,
recapitalization, reclassification, stock dividend, stock split, split up,
spin-off, combination, exchange of shares, reverse stock split, or other similar
transaction, (i) the outstanding shares of Common Stock are increased or
deceased or are exchanged for a different number or kind of shares or other
securities of the Corporation, or (ii) additional shares or new or different
shares or other securities of the Corporation or other non-cash assets are
distributed with respect to such shares of Common Stock or other securities, an
appropriate and proportionate adjustment shall automatically be made in (x) the
maximum number and kind of shares of Common Stock reserved for issuance under
the Plan, (y) the number and kind of shares or other securities subject to the
outstanding Options under the Plan, and (z) the purchase price for each share of
Common Stock subject to any then outstanding Options under the Plan, without
changing the aggregate purchase price (except for any change resulting from
rounding off of share quantities or price) as to which such Options remain
exercisable, provided that no adjustment shall be made pursuant to this Section
9 if such adjustment would cause the Plan to fail to comply with Rule 16b-3 of
the Act. No fractional shares will be issued under the Plan on account of any
such adjustment.
(b) In the event of a consolidation, merger, reorganization or sale of
all or substantially all of the assets of the Corporation in which outstanding
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shares of Common Stock are exchanged for securities, cash or other property of
any other corporation or business entity or in the event of a liquidation of the
Corporation (collectively an "Extraordinary Event"), the following rules shall
apply: (i) holders of Options shall continue to have the right to exercise their
unexercised but currently exercisable Options on or before the day before the
date of consummation of the Extraordinary Event, (ii) if any Option holders
shall not have exercised their Options on or before the date of such
consummation and if, under the terms of the Extraordinary Event holders of the
Common Stock of the Corporation will receive upon consummation thereof payment
in cash, securities or other property (the "Event Payment") for each share
surrendered in the Extraordinary Event (the "Event Price"), then an Event
Payment equal to the difference between (A) the Event Price times the number of
shares of Common Stock subject to each Non-Employee Director's outstanding
Options (to the extent then exercisable at prices not in excess of the Event
Price) and (B) the aggregate exercise price of all such outstanding Options
shall be made to each Non-Employee Director in exchange for the termination of
such Options, (iii) notwithstanding the foregoing provisions of clause (ii), if
the Extraordinary Event involves an exchange by the acquiring party solely of
its voting securities in a reorganization pursuant to which holders of the
Corporation's Common Stock will not recognize gain or loss on the exchange of
such securities until such holders dispose of the new voting securities acquired
in such exchange, then the acquiring party shall have the right to provide that
such Options shall be assumed, or equivalent options shall be substituted by the
acquiring or succeeding corporation (or an affiliate thereof); provided that the
Non-Employee Director shall not, as a result of such provision, be required to
recognize gain or loss on the exchange of Options, (iv) in no event shall the
operation of the foregoing provisions be permitted to cause the Non-Employee
Director or the Plan to fail to comply with Rule 16b-3 of the Act, and (v) in
the unlikely event any Options shall remain outstanding after giving effect to
the foregoing provisions such Options shall terminate on the date the
Extraordinary Event is consummated.
SECTION 10. General Provisions Applicable to Options
(a) Notwithstanding any other provision of the Plan, in order to
qualify for the exemption provided by Rule 16b-3 under the Act, any Common Stock
acquired by a Non-Employee Director upon exercise of an Option may not be sold
for six (6) months after the date of grant of the Option. The Board shall have
no authority to take any action if the authority to take such action, or the
taking of such action, would disqualify the Plan from the exemption provided by
Rule 16b-3 under the Act.
(b) To the extent permitted by applicable law, upon the issuance of
shares of Common Stock in respect of an Option exercised by a Non-Employee
Director, such number of shares issuable shall be reduced by the number of
shares necessary to satisfy such Non-Employee Director's federal, and where
applicable, state withholding tax obligations. For withholding tax purposes, the
value of the shares of Common Stock shall be the Fair Market Value on the date
the withholding obligation is incurred. To the extent such reduction is not
permitted under law, such Non-Employee Director shall be required to pay all
applicable taxes. The Corporation may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to the
Non-Employee Director.
SECTION 11. Other Provisions
(a) The validity, interpretation and administration of the Plan and any
rules, regulations, determinations or decisions made thereunder, and the rights
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of any and all persons having or claiming to have any interest therein or
thereunder, shall be determined exclusively in accordance with the laws of the
State of New Jersey, to the extent such state laws are not preempted by any laws
of the United States.
(b) As used herein, the masculine gender shall include the feminine
gender.
(c) The headings in the Plan are for reference purposes only and shall
not affect the meaning or interpretation of the Plan.
(d) All notices or other communications made or given pursuant to this
Plan shall be in writing and shall be sufficiently made or given if
hand-delivered or mailed by certified mail, addressed to any Non-Employee
Director at the address contained in the records of the Corporation, or to the
Corporation at its principal office.
(e) Nothing in this Plan or in any Stock Option granted hereunder shall
confer upon any Non-Employee Director any right to continue to serve as a
director of the Corporation or shall interfere with or restrict in any way the
right, which right is hereby expressly reserved, to remove any Non-Employee
Director as a director in accordance with the by-laws and certificate of
incorporation of the Corporation and applicable law.
(f) The obligation of the Corporation to sell or deliver shares of
Common Stock with respect to Stock Options granted under the Plan shall be
subject to all applicable laws, rules and regulations, including all applicable
federal and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the Board.
(g) The Plan is intended to comply with Rule 16b-3 promulgated under
the Act and is further intended to be administered in the manner specified in
that Rule, and the Board shall interpret and administer the provisions of the
Plan or any Stock Option in a manner consistent therewith. Any provisions
inconsistent with such Rule shall be inoperative and shall not affect the
validity of the Plan.
(h) All expenses and costs incurred in connection with the operation of
the Plan shall be borne by the Corporation.
(i) The adoption of this Plan shall not affect any other compensation
or incentive plans in effect for the Corporation. Nothing in this Plan shall be
construed to limit the right of the Corporation to establish, alter or terminate
any other forms of incentives, benefits or compensation for directors of the
Corporation, including, without limitation, conditioning the right to receive
other incentives, benefits or compensation on a director not participating in
this Plan; or to grant or assume options otherwise than under this Plan in
connection with any proper corporate purpose, including, without limitation, the
grant or assumption of stock options in connection with the acquisition by
purchase, lease, merger, consolidation or otherwise, of the business, stock, or
assets of any corporation, firm or association.
(j) Holders of Stock Options under the Plan shall have no rights as
shareholders of the Corporation unless and until certificates for shares of
Common Stock are registered in their names in satisfaction of a properly
exercised Stock Option.
(k) The terms of the Plan shall be binding upon the Corporation, the
Non-Employee Directors and their successors and assigns.
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SECTION 12. Amendment or Termination of the Plan
The Board may not terminate, suspend, amend or modify the Plan without
approval by the holders of a majority of the Stock of the Corporation entitled
to vote. The termination or any modification or amendment of the Plan shall not,
without the consent of a Non-Employee Director, affect his rights under an
Option previously granted to him. The Plan shall not be amended more than once
every six months, other than to comport with changes in the Code.
SECTION 13. Effective Date and Term of the Plan
This Plan shall become effective upon its approval by the holders of a
majority of the Stock of the Corporation entitled to vote. Prior to such
approval, Options granted under the Plan are expressly subject to such approval.
Options may not be granted under the Plan after the tenth anniversary of the day
before such shareholder approval.
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BRIDGE VIEW BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Proxy for Annual Meeting of Stockholders, May 21, 1998
The undersigned hereby appoints Joseph C. Parisi and John A. Schepsi,
and each of them, as proxies, with full power of substitution, to vote the
shares of Common Stock of Bridge View Bancorp (the "Company"), the holding
company for Bridge View Bank (the "Bank"), which the undersigned is entitled to
vote at the Annual Meeting of Stockholders (the "Annual Meeting") to be held on
May 21, 1998 at 3:00 p.m. at the Marriott at Glenpointe Hotel, 100 Frank W. Burr
Boulevard, Teaneck, New Jersey 07666, and at any adjournments thereof.
(1) Election of the directors to serve for the ensuing 3 year term and
until their successors are elected and qualified.
Nominees: Albert F. Buzzetti and Jeremiah F. O'Connor, Jr.
( ) VOTE FOR all nominees listed above, except authority to
vote withheld for the following nominees (to withhold
authority to vote for any of the above nominees, print the
name of the nominee(s) on the lines below).
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( ) AUTHORITY TO VOTE WITHHELD for all nominees.
(2) Proposal to approve the 1998 Stock Option Plan For Non-Employee
Directors described in the accompanying Proxy Statement.
( ) VOTE FOR proposal to approve the 1998 Stock Option Plan For
Non-Employee Directors.
( ) VOTE AGAINST proposal to approve the 1998 Stock Option Plan
For Non-Employee Directors.
( ) ABSTAIN.
<PAGE>
(3) In the discretion of such proxies, upon all other matters which may
properly come before the annual meeting, or any adjournments thereof.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INTENT OF THE PROXIES AS SET FORTH IN THE PROXY STATEMENT UNLESS DIRECTIONS TO
THE CONTRARY ARE INDICATED ON THE REVERSE SIDE HEREOF.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement furnished herewith, each dated
April 23, 1998.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
Dated: ___________________, 1998
--------------------------------
--------------------------------
Please sign proxy as your name
appears hereon
