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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
ORALABS HOLDING CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which 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 Number:
- --------------------------------------------------------------------------------
3) Filing party:
- --------------------------------------------------------------------------------
4) Date filed:
- --------------------------------------------------------------------------------
<PAGE>
ORALABS HOLDING CORP.
2901 South Tejon Street
Englewood, Colorado 80110
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
May 29, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ORALABS
HOLDING CORP. (the "Company") will be held at the Company's offices at 2901
South Tejon Street, Englewood, Colorado 80110, on Wednesday, May 29, 1998, at
10:00 a.m., for the following purposes:
1. To elect four Directors;
2. To ratify the selection of Schumacher & Associates, Inc. as the
Company's independent auditors for the fiscal year ending December 31, 1998; and
3. To transact such other business as may properly come before the meeting
or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on April 3, 1998 as
the record date for determining all stockholders entitled to receive notice of
the Annual Meeting and to vote at such meeting or any adjournment(s) thereof.
The Board of Directors appreciates and welcomes stockholder participation
in the Company's affairs. Whether or not you plan to attend the Annual Meeting,
please vote by completing, signing and dating the enclosed proxy and returning
it promptly to the Company in the enclosed self-addressed, postage-prepaid
envelope. If you attend the meeting, you may revoke your proxy and vote your
shares in person.
By Order of the Board of Directors,
/s/ Suzan M. Schlatter
--------------------------------------
Suzan M. Schlatter
Secretary
April 29, 1998
<PAGE>
ORALABS HOLDING CORP.
2901 South Tejon Street
Englewood, Colorado 80110
----------------------
PROXY STATEMENT
----------------------
ANNUAL MEETING OF STOCKHOLDERS
May 29, 1998
General Information
This Proxy Statement is furnished to the stockholders of OraLabs Holding
Corp., a Colorado corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors") for use at the Annual Meeting of Stockholders of the Company to be
held on May 29, 1998, and any adjournment(s) thereof (the "Annual Meeting"). A
copy of the notice of meeting, the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (which also comprises the Company's Annual
Report) and form of proxy statement are first being sent to stockholders on or
about April 29, 1998.
Only stockholders of record at the close of business on April 3, 1998, the
record date for the Annual Meeting, will be entitled to notice of and to vote at
the Annual Meeting. On the record date, there were issued and outstanding
9,123,555 shares of the Company's Common Stock, par value $.001 per share (the
"Common Stock"). Each share of Common Stock entitles the holder to one vote with
respect to each of the matters to be voted upon at the Annual Meeting. The
Common Stock is the only class of outstanding securities of the Company entitled
to vote at the Annual Meeting.
Presence in person or by proxy of the holders of 4,561,778 shares of Common
Stock will constitute a quorum at the Annual Meeting. Assuming a quorum is
present, the affirmative vote of the holders of at least a majority of votes
present and entitled to be cast at the Annual Meeting is required for (i) the
election of Directors, (ii) the ratification of the selection of Schumacher &
Associates, Inc. as independent auditors for the current fiscal year, and (iii)
except as otherwise required by Colorado law or the Company's Articles of
Incorporation, any other matters that properly come before the meeting. If a
stockholder, present in person or by proxy, abstains on any matter, the
stockholder's shares will not be voted on such matter. Abstentions may be
specified on all proposals submitted to a stockholder vote other than the
election of directors. Abstentions will be counted as present or represented and
entitled to vote for purposes of determining the existence of a quorum regarding
the proposal on which the abstention is noted, but will not be considered as
votes cast in determining whether a matter has been approved by the
1
<PAGE>
shareholders. A proxy submitted by a stockholder also may indicate that all or a
portion of the shares represented by such proxy are not being voted by such
stockholder with respect to a particular matter. This could occur, for example,
when a broker is not permitted to vote shares held in street name on certain
matters in the absence of instructions from the beneficial owner of the shares.
If a proxy in the accompanying form is properly executed and returned, the
shares represented thereby will be voted as instructed in the proxy. If no
instructions are given, the persons named in the proxy intend to vote in favor
of (i) the nominees for election as Directors as set forth below and (ii) the
ratification of the selection of Schumacher & Associates, Inc. as independent
auditors for the current fiscal year.
Brokers holding shares in street name, who do not receive instructions, are
entitled to vote on the election of Directors and ratification of the
appointment of the independent auditors, since such matters are considered to be
routine. Since a broker is not required to vote shares held in "street name" in
the absence of instructions from the beneficial stockholder, a stockholder's
failure to instruct his broker may result in the stockholder's shares not being
voted.
Each proxy granted may be revoked by the person granting it at any time (i)
by giving written notice to such effect to the Secretary of the Company, (ii) by
execution and delivery of a proxy bearing a later date, or (iii) by attendance
and voting in person at the Annual Meeting, except as to any matter upon which,
prior to such revocation, a vote shall have been case pursuant to the authority
conferred by such proxy. The mere presence at the Annual Meeting of a person
appointing a proxy does not revoke the appointment.
ELECTION OF DIRECTORS
Nominees
The Bylaws of the Company provides that the number of Directors of the
Company shall be fixed by resolution of the Board of Directors. Such number
currently has been fixed at four persons. At the Annual Meeting, four persons
will be elected to the Board of Directors to serve until the next annual meeting
and until their successors have been elected and qualify. The persons named as
proxies in the accompanying proxy intend to vote FOR these nominees of the Board
of Directors or, if any of the nominees should be unable to serve, for such
substitute nominee(s) as the Board of Directors then may propose.
The following table sets forth information about the nominees, each of whom
is currently serving as a Director of the Company:
2
<PAGE>
Year First
Elected to
Board of
Name Age Positions with the Company Directors
---- --- -------------------------- ---------
Gary H. Schlatter(2)..........41 Chairman of the Board, Chief 1997
Executive Officer, Director(1)
Suzan M. Schlatter............36 Director, Secretary 1997
Allen R. Goldstone............45 Director(1) 1997
Michael I. Friess.............48 Director(1) 1997
- ------------------
1 Audit Committee member
2 See "Certain Relationships and Related Transactions" below.
Messrs. Schlatter and Goldstone and Ms. Schlatter were elected to their
positions in May 1997 upon consummation of the transaction by which the
Company's subsidiary, OraLabs, Inc., was acquired by SSI Capital Corp. (the
Company's predecessor). Mr. Friess was appointed as a Director on September 8,
1997. All directors serve as such until their successors are elected and
qualified. No family relationship exists among the Directors or between any of
such persons and the Executive Officers of the Company except that Gary H.
Schlatter and Suzan M. Schlatter are married.
Gary H. Schlatter is the founder (in 1990) of the Company's subsidiary,
OraLabs, Inc. (which became the name of the subsidiary in 1994), and has served
as the President, Chief Executive Officer, Treasurer and Secretary of the
subsidiary since that time. He also serves in the positions listed in the above
table with respect to the Company. Mr. Schlatter holds his offices (other than
the position of director) pursuant to an employment agreement (see, "Executive
Compensation").
Allen R. Goldstone is the president of Creative Business Strategies, Inc.,
an unaffiliated company which is engaged in the business of business
consultation, and he has held that position since December 1998. Mr. Goldstone
has also served as a management consultant since 1988. From January 1, 1997
through December 31, 1997, Mr. Goldstone was an employee of the Company's
subsidiary, in which capacity he was in charge of investor relations.
Michael Friess is a self-employed attorney licensed to practice law in the
state of Colorado. He was a partner from January 1983 to December 1993 in the
New York City law firm of Schulte, Roth & Zabel, where his practice emphasized
taxation.
Suzan Schlatter has served as the Secretary of OraLabs, Inc. (the Company's
subsidiary) since its founding in 1990 and currently serves as Secretary of the
Company as well.
3
<PAGE>
The Board of Directors recommends that stockholders vote FOR the election
of each of the nominees named herein.
Additional information with respect to the Board of Directors.
The Company did not have any standing committees of the Board of Directors
in fiscal year 1997, although a standing Audit Committee was created in 1998.
During the fiscal year ended December 31, 1997, the Board of Directors met
four times. All of the meetings occurred without formal notice and actions were
taken by unanimous consent minutes of the Board of Directors. During the fiscal
year ended December 31, 1997, each Director attended at least 75% of all Board
meetings.
Section 16(a) Beneficial Ownership Reporting Compliance.
Based solely upon a review of Forms 3, 4 and 5 filed with the Securities
and Exchange Commission and the Company under the Securities Exchange Act of
1934 (the "Exchange Act") and a review of written representations received by
the Company, no person who at any time during fiscal 1997 was a Director,
Executive Officer or beneficial owner of more than 10% of the outstanding shares
of Common Stock failed to file, on a timely basis, reports required by Section
16(a) of the Exchange Act.
Executive Officers and Significant Employees.
The following table sets forth information about the executive officers and
significant employees of the Company:
Name Age Positions with the Company
---- --- --------------------------
Gary H. Schlatter(1)............41 Chief Executive Officers, President,
Treasurer
Emile (Red) Jordan..............39 Comptroller, Chief Financial
Officer
Christopher Farnworth...........42 Technical Director for OraLabs, Inc.
(subsidiary of Company)
- ------------------
1 See description of Mr. Schlatter below the table of Nominees to the Board
of Directors, above.
Mr. Jordan has served as the Comptroller of the Company since May 1997. He
began working for OraLabs, Inc. (the Company's subsidiary) on a part time basis
in 1993 and has served as Comptroller of OraLabs, Inc. on a full time basis
4
<PAGE>
since April 1, 1994. Prior to working full time for OraLabs, Inc., Mr. Jordan
was a field estimator for a company engaged in the business of smoke and fire
dmage restoration. Mr. Jordan is the Chief Financial Officer of the Company. Mr.
Jordan was elected to his position by the Board of Directors of the Company and
holds his office at the discretion of the Board of Directors or until his
earlier death or resignation.
Although Mr. Farnworth is not an executive officer of the Company or of the
Company's subsidiary, in his capacity as Technical Director of the subsidiary,
he makes a significant contribution to the business of the Company. In such
capacity, Mr. Farnworth is responsible for engineering of the Company's
production equipment and for overseeing the Company's production of its
products. He has served in the capacity of Technical Director of the subsidiary
since September 1996, and since 1992 he worked for the Company on a contract
basis. Prior thereto, Mr. Farnworth operated a sole proprietorship engaged in
the business of designing, building and maintaining various automated systems
used in manufacturing.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gary H. Schlatter is the owner of the property leased by the Company which
serves as the Company's headquarters, manufacturing facility and one of the
Company's warehouse facilities. The lease expires in the year 2000. The Company
believes that its rental rate is comparable to that which would be paid to an
unaffiliated party, and the Company believes that if the lease were not to be
renewed, alternative space could be obtained by the Company.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of March 31, 1998, information regarding
the beneficial ownership of Common Stock (i) by each Director (each of whom is a
nominee for election at the Annual Meeting), (ii) by each Executive Officer
listed in the Summary Compensation table below, (iii) by all Directors and
current Executive Officers as a group (five (5) persons), and (iv) by each
person or group known by the Company to own beneficially in excess of five
percent (5%) of the Common Stock:
Name and Address Amount and Nature of
of Beneficial Owner(3) Beneficial Ownership Percent of Class
---------------------- -------------------- ----------------
Gary H. Schlatter 7,458,700 shares(1) 81.8%(1)
2901 South Tejon Street
Englewood, Colorado 80110
Suzan M. Schlatter 200,000 shares(2) 2.2%(2)
4835 South Gaylord Street
Englewood, Colorado 80110
5
<PAGE>
Name and Address Amount and Nature of
of Beneficial Owner(3) Beneficial Ownership Percent of Class
---------------------- -------------------- ----------------
Allen R. Goldstone 170,000 shares 1.9%
5353 Manhattan Circle
Suite 201
Boulder, Colorado 80303
Michael I. Friess 20,000 shares *
5353 Manhattan Circle
Suite 201
Boulder, Colorado 80303
All directors and executive 7,660,700 shares(1) 84.0%
officers as a group
(five persons)
* Less than one percent
- ------------------
1 Includes 200,000 shares held by The Schlatter Family Partnership, of which
Gary H. Schlatter and Suzan M. Schlatter are the general partners. Suzan M.
Schlatter may be deemed the beneficial owner of some or all of the shares.
2 Includes 200,000 shares owned by The Schlatter Family Partnership, of which
Gary Schlatter and Suzan Schlatter are the general partners.
3 Unless otherwise noted, the stockholders identified in this table have sole
voting and investment power. The sole person known to the Company to be the
beneficial owner of more than five percent (5%) of the class of outstanding
stock is Gary H. Schlatter, whose address is c/o OraLabs Holding Corp.,
2901 South Tejon Street, Englewood, Colorado 80110 (Suzan Schlatter
disclaims ownership of such shares).
Change in Control.
The Company does not know of any arrangements, including a pledge by any
person of securities of the Company, the operation of which at a subsequent date
may result in a change in control of the Company.
A change in control of the Company occurred on May 1, 1997, as previously
disclosed by the Company in its current reports on Form 8-K and in its periodic
reports. On May 1, 1997, the Company's subsidiary, OraLabs, Inc. was acquired as
a wholly-owned subsidiary of the Company's predecessor, SSI Capital Corp. As a
6
<PAGE>
result of that transaction, Gary H. Schlatter was issued that number of shares
of common stock of the Company's predecessor which caused him to be an
approximate 85% holder of all of the outstanding shares of stock at the time of
completion of the merger. Mr. Schlatter's current ownership of shares is
specified in the above table. The transaction was completed in the form of what
is generally referred to as a reverse triangular merger. At the time of closing
the transaction, Edmond O'Donnell and Lawrence Kaplan, who were then the
directors and controlling stockholders of the Company's predecessor, resigned
all of their positions and Mr. Schlatter, Suzan Schlatter and Allen R. Goldstone
were appointed to their positions on the Board by the resigning directors.
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation for
services rendered, in all capacities, awarded or paid to or earned by the Chief
Executive Officer of the Company during the fiscal year ended December 31, 1997.
No other executive officer of the Company received a total annual salary and
bonus in excess of $100,000 during the fiscal year.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long Term Compensation
----------------------------------------- ------------------------------
Name and Shares Under-
Principal Position Year Salary ($) Bonuses ($)1 Other ($)1 Other lying Options (#)2
------------------ ---- ---------- ------------ ---------- ----- ------------------
<S> <C> <C> <C> <C> <C> <C>
Gary H. Schlatter, 1997 53,333(1) 0 714,607(1) 0 61,000
Chief Executive 1996 80,000 0 1,590,364(1) 0 0
Officer 1995 80,000 0 2,012,980(1) 0 0
- ------------------
1 On May 1, 1997, the Company's subsidiary, OraLabs, Inc., was acquired by
the Company's predecessor, SSI Capital Corp., in a transaction commonly
referred to as a reverse triangular merger. Prior to May 1, 1997, OraLabs,
Inc. was a privately held, subchapter S corporation, owned 100% by Mr.
Schlatter. As Mr. Schlatter recognized for tax purposes all income of the
subchapter S corporation whether distributed to him or not, it was the
practice of the privately held entity to distribute substantially all of
such income to Mr. Schlatter each year. Accordingly, the column entitled
"Other" consists of the distributions received by Mr. Schlatter in each
year. In 1997, the distributions reflect the activity of OraLabs, Inc.
during the first four (4) months of the calendar year 1997, and the salary
paid to Mr. Schlatter in 1997 represents payments made by the Company for
the period from May 1, 1997 through fiscal year end. The sums listed for
years 1996 and 1995 represent distributions by OraLabs, Inc. to Mr.
Schlatter during those two years.
7
</TABLE>
<PAGE>
2 Includes 61,000 shares underlying 61,000 options granted to Suzan M.
Schlatter (Mr. Schlatter's spouse), the Company's Secretary, under the
Company's 1997 Stock Plan. Beneficial ownership of such securities is
disclaimed by Mr. Schlatter.
The following table sets forth certain information as to options granted
pursuant to the Company's 1997 Stock Plan to Mr. Schlatter's spouse during the
fiscal year ended December 31, 1997. Mr. Schlatter disclaims a beneficial
interest in such securities. All of the following options were granted pursuant
to the 1997 Stock Plan, are incentive stock options, have an option price equal
to the fair market value of the stock on the date of grant as determined by the
Company's Board of Directors, and vest over a five (5) year period at the rate
of twenty percent (20%) per year. The following table does not include any
option grant to persons who were not paid a total annual salary and bonus in
excess of $100,000 during fiscal year 1997. None of the following options have
been exercised.
Option Grants During Fiscal 1997
Individual Grants
-----------------------------------------------------------
Shares Percent of Total
Underlying Options Granted
Options To Employees Exercise Price Expiration
Name Granted (#) in Fiscal Year ($)/Share) Date
---- ----------- -------------- ---------- ----
Suzan M. Schlatter, 61,000 12% $1.00 8/21/07
spouse of Gary H.
Schlatter
Standard Compensation Arrangements
There were no standard arrangements in fiscal year 1997 pursuant to which
directors of the Company were compensated for any services provided as a
director. The Company may institute such arrangements, which may include, but
not be limited to, standard fees for attendance at meetings of directors and/or
committees. There were no other arrangements pursuant to which any director of
the Company was compensated during the past fiscal year for any service provided
as a director.
Agreements with Executive Officers
The only employment contract between the Company and any executive officer
of the Company who received total salary and bonus during fiscal year 1997 in
excess of $100,000 is an Amended and Restated Employment Agreement with Gary H.
Schlatter. Except for that Agreement as described below, the Company has not
entered into any compensatory arrangement pursuant to which any executive
officer of the Company will receive payment from the Company as a result of the
executive officer's resignation, retirement or termination of employment or as a
result of a change in control of the Company.
8
<PAGE>
Effective April 25, 1997, the Company's subsidiary, OraLabs, Inc., entered
into an Amended and Restated Employment Agreement with Gary Schlatter. The
Agreement is for a term of three (3) years commencing May 1, 1997 and
terminating April 30, 2000, unless terminated earlier pursuant to the provisions
of the Agreement. Under the Agreement, Mr. Schlatter agrees to devote such time
and attention to the business of OraLabs, Inc. as may be required to fulfill his
duties, which is expected to require a substantial amount of his working time.
Under the Agreement, Mr. Schlatter is paid a base salary of $80,000 per
year for the first twelve (12) months, $220,000 per year for the next twelve
(12) months, and $242,000 for the final twelve (12) months. Bonus compensation
is payable to Mr. Schlatter only as may be determined by the Board of Directors
in its discretion. Under the Agreement, Mr. Schlatter has agreed that during its
term and for a period of one (1) year thereafter, he will not participate in any
business competitive to that of the business of OraLabs, Inc., except with
respect to limited passive investments, and that he will never disclose or
utilize any trade secrets or proprietary information of OraLabs, Inc. except
within the scope of his employment.
Under specified circumstances involving a change in control, Mr. Schlatter
may terminate the Agreement and receive a lump sum payment equal to all of the
compensation to which he otherwise would have been entitled had the Agreement
remained in effect for its entire term.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Schumacher & Associates, Inc. as the
independent auditors to audit the books and accounts of the Company for the
current fiscal year. Schumacher & Associates, Inc. has served as such
independent auditors since May 1997. One or more representatives of Schumacher &
Associates, Inc. will be present at the Annual Meeting, will have an opportunity
to make a statement if they desire to do so and will respond to appropriate
questions.
Prior to may 1997, Schumacher & Associates, Inc. audited the financial
statements of the Company's subsidiary, OraLabs, Inc., while the financial
statements of the Company's predecessor were audited by Scott and Guilfoyle,
Certified Public Accountants. The prior firm was dismissed by the Board of
Directors of the Company. There were no disagreements with the former accounting
firm.
The Board of Directors recommends that the stockholders vote FOR approval
of the selection of Schumacher & Associates, Inc. as the Company's independent
auditors.
STOCKHOLDERS PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders of the Company wishing to include proposals in the proxy
material relating to the 1999 Annual Meeting of Stockholders of the Company must
submit the same in writing so as to be received at the principal executive
9
<PAGE>
office of the Company (to the attention of the Secretary) on or before December
31, 1998 for such proposal to be considered for inclusion in the proxy statement
for such meeting. Such proposals must also meet the other requirements of the
rules of the Securities and Exchange Commission relating to stockholder
proposals.
OTHER MATTERS
The Board of Directors does not know of any other business to be presented
for consideration at the Annual Meeting. If other matters properly come before
the Annual Meeting, the persons named in the accompanying proxy intend to vote
thereon in accordance with their best judgment.
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, accompanies this Proxy Statement and constitutes the Company's Annual
Report to shareholders. COPIES OF ANY EXHIBITS THERETO WILL BE FURNISHED TO ANY
SHAREHOLDER OF THE COMPANY UPON THE PAYMENT OF A REASONABLE DUPLICATING CHARGE.
WRITTEN REQUESTS FOR ANY EXHIBIT SHOULD BE DIRECTED TO ORALABS HOLDING CORP.,
2901 SOUTH TEJON STREET, ENGLEWOOD, COLORADO 80110, ATTENTION: INVESTOR
RELATIONS.
SOLICITATION AND EXPENSES
The Company will bear the cost of the Annual Meeting and the cost of
soliciting proxies, including the cost of mailing the proxy materials. In
addition to solicitation by mail, Directors, officers and regular employees of
the Company (who will not be specifically compensated for such services) may
solicit proxies by telephone or otherwise. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward
proxies and proxy material to their principals and the Company will reimburse
them for their expenses.
By Order of the Board of Directors,
/s/ Gary H. Schlatter
-------------------------------------
Gary H. Schlatter,
Chairman of the Board
April 29, 1998.
10
<PAGE>
ORALABS HOLDING CORP.
PROXY SOLICITED ON BEHALF OF COMPANY'S
BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
May 29, 1998
The undersigned hereby appoints as proxies Gary H. Schlatter, Michael I.
Friess and Allen R. Goldstone and each of them (with power of substitution) to
vote for the undersigned all shares of common stock of the undersigned at the
annual meeting of stockholders and any adjournment thereof with all the power
the undersigned would have if personally present. The shares represented will be
voted as instructed. Unless indicated to the contrary, this proxy shall be
deemed to grant authority to vote "FOR" all proposals.
PLEASE INDICATE YOUR VOTE BY AN "X" IN THE APPROPRIATE BOX BELOW
1. ELECTION OF DIRECTORS [ ] [ ] [ ]
(Instructions: To withhold FOR ALL FOR ALL WITHHOLD
authority to vote for an EXCEPT AUTHORITY
individual nominee, strike a FOR ALL
line through the nominee's
name in the list below and
mark center box to right.)
Nominees: Gary H. Schlatter, Suzan M. Schlatter, Michael I. Friess, Allen R.
Goldstone
2. Proposal to ratify Schumacher & [ ] [ ] [ ]
Associates, Inc. as the FOR AGAINST ABSTAIN
independent auditors for the
fiscal year ended December 31,
1998
In their discretion, the proxy holders are authorized to vote upon such
other matters as may properly come before the Annual Meeting of Stockholders and
at any adjournment(s) thereof. The Board of Directors at present knows of no
other business to be presented by or on behalf of the Company or the Board of
Directors at the Annual Meeting of Stockholders.
- --------------------------------- --------------------------------
Signature Signature if Held Jointly
- --------------------------------- --------------------------------
Name (Please Print) Name (Please Print)
Date: Date:
---------------------------- ---------------------------
