<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
SPECTRA-PHYSICS LASERS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Acts Rule 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 no.:
------------------------------------------------------------------------
(3) Filing party:
------------------------------------------------------------------------
(4) Date filed:
------------------------------------------------------------------------
<PAGE> 2
LOGO
-------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 4, 1999
-------------------------
TO THE STOCKHOLDERS OF SPECTRA-PHYSICS LASERS, INC.:
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of the Stockholders of
SPECTRA-PHYSICS LASERS, INC. will be held at the offices of Spectra-Physics
Lasers, Inc., 1335 Terra Bella Avenue, Building 7, Mountain View, California
94043 on Tuesday, May 4, 1999, at 1:30 p.m., local time, for the purpose of:
(1) electing five directors; and
(2) transacting such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on March 9, 1999 as
the record date for determining the stockholders of the Company entitled to
notice of and to vote at the Annual Meeting and any adjournments thereof. Only
holders of stock of the Company of record on that date are entitled to notice of
and to vote at the Annual Meeting and any adjournments. A list of stockholders
will be available at the time and place of the meeting, and during the 10 days
prior to the meeting, at the office of the Secretary, Thomas J. Scannell, at
Spectra-Physics Lasers, Inc., 1335 Terra Bella Avenue, Building 7, Mountain
View, California 94043.
It is important that your shares be represented at the meeting regardless
of the number of shares that you own. Please complete and sign the enclosed
proxy card, which is being solicited by the Board of Directors of the Company,
and return it in the enclosed postage pre-paid envelope as soon as you can,
whether or not you expect to attend the Annual Meeting in person.
A proxy statement for your additional information is attached to this
notice.
You are cordially invited to attend the Annual Meeting.
LOGO Respectfully,
PATRICK L. EDSELL
Chairman, President and
Chief Executive Officer
March 24, 1999
<PAGE> 3
SPECTRA-PHYSICS LASERS, INC.
1335 TERRA BELLA AVENUE, BUILDING 7
MOUNTAIN VIEW, CALIFORNIA 94043
-------------------------
PROXY STATEMENT
-------------------------
GENERAL INFORMATION
This proxy statement is furnished by the Board of Directors of
Spectra-Physics Lasers, Inc. (the "Company") in connection with its solicitation
of proxies for use at the Annual Meeting of Stockholders to be held May 4, 1999
and at any adjournments thereof. The Company's annual report to stockholders on
Form 10-K, including financial statements, accompanies this notice and proxy
statement, but is not incorporated as part of the proxy statement and is not to
be regarded as part of the proxy solicitation material. The proxy and this proxy
statement are being mailed to stockholders on or about March 24, 1999.
Proxies are solicited by the Board of Directors of the Company in order to
provide every stockholder an opportunity to vote on all matters scheduled to
come before the meeting, whether or not he or she attends the meeting in person.
When the enclosed proxy card is returned properly signed, the shares represented
thereby will be voted by the proxy holders named on the proxy card in accordance
with the stockholder's directions. You are urged to specify your choices by
marking the appropriate boxes on the enclosed proxy card. If the proxy is signed
and returned without specifying choices, the shares will be voted as recommended
by the Board of Directors.
Solicitation of proxies is made on behalf of the Board of Directors of the
Company, and the cost of preparing, assembling, and mailing the notice of Annual
Meeting, proxy statement, and form of proxy will be borne by the Company. In
addition to the use of the mail, proxies may be solicited by directors, officers
and regular employees of the Company, without additional compensation, in person
or by telephone or other electronic means. The Company will reimburse brokerage
houses and other nominees for their expenses in forwarding proxy material to
beneficial owners of the Company's stock.
REVOCABILITY OF PROXY
Execution of the enclosed proxy will not affect your right to attend the
Annual Meeting and vote in person. If you do attend, you may, if you wish, vote
by ballot at the meeting, thereby effectively canceling any proxies previously
given. In addition, a stockholder giving a proxy may revoke it at any time
before it is voted at the meeting by filing with the Secretary of the Company
any instrument revoking it, or by filing with the Company a duly executed proxy
bearing a later date.
VOTING AT THE ANNUAL MEETING
Only the holders of shares of Common Stock, par value $.01 per share (the
"Common Stock") of the Company of record at the close of business on March 9,
1999 are entitled to receive notice of, and to vote at, the Annual Meeting. Each
holder of Common Stock entitled to vote will have the right to one vote for each
share held on all matters to come before the meeting. On that date, there were
16,168,043 shares of Common Stock issued and outstanding. The holders of a
majority of the shares of Common Stock entitled to vote must be present in
person or by proxy at the Annual Meeting to constitute a quorum for the purpose
of transacting business at the meeting.
<PAGE> 4
Except for the election of directors, the affirmative vote of the holders of a
majority of the shares of Common Stock present in person or by proxy at the
meeting and entitled to vote on a proposal is required to ratify and approve the
proposal. Abstentions are counted in tabulations of the votes cast by
stockholders on the proposals and will have the effect of a negative vote.
Broker non-votes will not be counted for purposes of determining whether any
proposal has been approved. Directors are elected by a plurality of the votes
present or represented by proxy at the meeting and entitled to vote on the
election of directors. Because directors are elected by a plurality of votes,
abstentions and broker non-votes will not have an impact on their election.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 4, 1999, certain information
regarding the beneficial ownership of Common Stock of the Company, including
shares of Common Stock as to which a right to acquire ownership within 60 days
exists, of each director, each nominee for director, each executive officer
named in the Summary Compensation Table, of all the directors, nominees for
director and executive officers of the Company as a group, and of each person
known to the Company to have been the beneficial owner of more than 5% of the
outstanding Common Stock.
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF SHARES
TITLE OF BENEFICIALLY
NAME OF BENEFICIAL OWNER BENEFICIAL OWNER OWNED(1) PERCENT
------------------------ ------------------------- ---------------- -------
<S> <C> <C> <C>
Patrick L. Edsell(2)........ Chairman, President and
Chief Executive Officer 15,250 *
Leif A. Alexandersson(2).... Vice President 5,000 *
George M. Balogh(2)......... Vice President/General
Manager 1,300 *
Shinan S. Sheng(2).......... Vice President/General
Manager 10,000 *
Charles E. Chandler(2)...... Vice President/General
Manager -- *
Lawrence C. Karlson(3)...... Director 45,780 *
Lennart F. Rappe(4)......... Director 1,250 *
Lars Spongberg(4)........... Director, Vice Chairman
of the Board of Directors -- *
Thomas T. van Overbeek(3)... Director -- *
Earl R. Lewis............... Nominee for Director -- *
Denis A. Helm............... Nominee for Director -- *
Polyvios C. Vintiadis....... Nominee for Director -- *
All directors, nominees for
director and executive
officers as a group (16
persons).................. 315,157 1.9%
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
AGGREGATE NUMBER
OF SHARES
TITLE OF BENEFICIALLY
NAME OF BENEFICIAL OWNER BENEFICIAL OWNER OWNED(1) PERCENT
------------------------ ------------------------- ---------------- -------
<S> <C> <C> <C>
Spectra-Physics AB
Sturegaten 32, 4th Floor
Stockholm, Sweden......... 13,000,000 80.4%
Franklin Resources, Inc.
777 Mariners Island
Boulevard San Mateo,
California(5)............. 1,281,640 7.9%
</TABLE>
- -------------------------
* Less than 1%.
1. Based on information furnished to the Company by the respective
stockholders. Except as indicated below, the Company is informed that the
beneficial owners have sole voting and investment power over the shares
shown opposite their names. Unless otherwise indicated, the address of each
beneficial owner is Spectra-Physics Lasers, Inc., 1335 Terra Bella Avenue,
Building 7, Mountain View, CA 94043.
2. Pursuant to the 1997 Spectra-Physics Lasers, Inc. Stock Option Plan (the
"1997 Stock Option Plan") adopted by the Company in 1997, Mr. Edsell
received options to acquire 473,100 shares of Common Stock and Messrs.
Alexandersson, Balogh, Sheng and Chandler each received options to acquire
141,930 shares of Common Stock. These options vested 25% on December 11,
1998, and 6.25% on March 11, 1999. These options will continue to vest 6.25%
at the end of each three-month period thereafter. All of these options have
limitations on exercise, none are currently exercisable, and none are
included in the information set forth in the table above.
3. Pursuant to the 1997 Stock Option Plan adopted by the Company in 1997,
Messrs. Karlson and van Overbeek each received options, with limitations on
exercise, to acquire 15,000 shares of Common Stock. These options vested 25%
on December 11, 1998, and 6.25% on March 11, 1999. With respect to Mr.
Karlson, these options will continue to vest 6.25% at the end of each
three-month period thereafter. With respect to Mr. van Overbeek, the options
will cease to vest upon his retirement from the board of directors. All of
these options have limitations on exercise, none are currently exercisable,
and none are included in the information set forth in the table above.
4. Messrs. Rappe and Spongberg disclaim beneficial ownership relating to the
shares of Common Stock beneficially held by Spectra-Physics AB.
5. Franklin Resources, Inc. reported that these securities are beneficially
owned by one or more open or closed-end investment companies or other
managed accounts which are advised by direct or indirect investment advisory
subsidiaries (the "Advisory Subsidiaries") of Franklin Resources, Inc. These
advisory contracts grant to such Advisory Subsidiaries all investment and
voting power over the securities owned by such advisory clients. One such
investment advisor, Franklin Advisers, Inc., reports sole voting and
dispositive power with respect to 1,224,000 shares of Common Stock.
3
<PAGE> 6
CHANGES IN CONTROL OF REGISTRANT
Spectra-Physics Holdings USA, Inc. ("Holdings") owns 80.4% of the Company's
outstanding Common Stock. Holdings is a wholly owned subsidiary of
Spectra-Physics AB, a multinational corporation based in Sweden. On February 22,
1999, shareholders of Spectra-Physics AB holding approximately 98.4% of the
outstanding shares of Spectra-Physics AB tendered their shares to Thermo
Instrument Systems Inc. ("TIS"), which shares were thereafter accepted by TIS
for $355 million. Accordingly, TIS now indirectly owns 79.1% of the Company's
outstanding Common Stock.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Board of Directors consists of five directors each serving
annual terms. It is proposed that five (5) directors be elected to hold office
until the next annual meeting of stockholders and until their successors have
been elected and qualified. Unless otherwise specified by the stockholders, it
is intended that the shares represented by proxies will be voted for the five
nominees for director listed below. Two of the five nominees for election to the
Board of Directors are presently serving as directors of the Company. Mr.
Lennart F. Rappe, who has been a director since 1995, Mr. Lars Spongberg, who
has been a director since 1997, and Mr. Thomas T. van Overbeek, who has been a
director since 1998, have decided to retire from the Board of Directors at the
time of the meeting and therefore will not stand for re-election. The Company
represents that none of Mr. Rappe, Mr. Spongberg and Mr. van Overbeek retired as
a result of any disagreement with management in connection with the management
of the Company's affairs. Each nominee for director has consented to his
nomination and, so far as the Board of Directors and management are aware, will
serve as a director if elected. However, if any of the nominees should become
unavailable prior to the election, the shares represented by proxies may be
voted for the election of such other persons as the Board of Directors may
recommend, unless the Board of Directors chooses to reduce the number of
directors to be elected. There is no family relationship between any of the
directors or nominees. There is no arrangement or understanding between any
director or nominee for director and any other person(s) pursuant to which he
was or is to be selected as a director or nominee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE ELECTION OF THE NOMINEES SET FORTH IN THIS PROPOSAL. PROXIES WILL BE SO
VOTED UNLESS STOCKHOLDERS SPECIFY OTHERWISE ON THEIR PROXY CARDS. THE FIVE
NOMINEES RECEIVING THE HIGHEST NUMBER OF AFFIRMATIVE VOTES OF THE SHARES OF
COMMON STOCK PRESENT OR REPRESENTED AND ENTITLED TO BE VOTED SHALL BE ELECTED AS
DIRECTORS.
PATRICK L. EDSELL Age 50 Director
since 1997
Patrick L. Edsell has been Chairman, Chief Executive Officer and President
of Spectra-Physics Lasers, Inc. since the reorganization (the "Reorganization")
of the Spectra-Physics Lasers and Optics Group (the "Lasers and Optics Group")
in October 1997. Prior to that, he served as the President of the Lasers and
Optics Group since September 1990. From October 1986 until September 1990, Mr.
Edsell was Vice President, Finance and Chief Financial Officer of
Spectra-Physics AB and its predecessor
4
<PAGE> 7
Pharos AB. He is a member of the board of directors of FLIR Systems, Inc., a
thermal imaging company.
DENIS A. HELM Age 60
Denis A. Helm currently serves as Executive Vice President of TIS. Prior to
that, Mr. Helm served as Senior Vice President of TIS and President of Thermo
Environmental Instruments Inc. Mr. Helm is the chairman of the board of
directors of Metrika Systems Corp.
LAWRENCE C. KARLSON Age 55 Director
since 1997
Lawrence C. Karlson has been a director of the Company since October 1997.
Since 1990, he has been a private investor in and an advisor to a number of
businesses. He is a member of the board of directors of AmeriSource Health
Corporation, of which he is the non-executive chairman, CDI Corporation, and
Vlasic Foods International, Inc., each of which is a public corporation. He is
also a member of the board of directors of several private companies.
EARL R. LEWIS Age 55
Earl R. Lewis currently serves as President and Chief Executive Officer and
member of the board of directors of TIS. He was appointed Vice President of TIS
in 1992, Chief Operating Officer of TIS in 1996, President of TIS in 1997 and
Chief Executive Officer of TIS in 1998. Mr. Lewis has been director of TIS since
1998. Mr. Lewis has been the Chief Operating Officer, Measurement and Detection,
of Thermo Electron Corporation since 1998. Prior to his appointment as Chief
Operating Officer, Mr. Lewis served as Senior Vice President of Thermo Electron
Corporation from June 1998 through September 1998 and Vice President of Thermo
Electron Corporation from September 1996 through June 1998. From 1995 until
1998, Mr. Lewis served as Chief Executive Officer and President of Thermo Optek
Corporation. Mr. Lewis served as President of Thermo Jarell Ash Corporation, now
part of Thermo Optek Corporation, from 1988 until 1995. Currently, he is the
chairman of the board of directors of ThermoSpectra Corporation, Thermo
BioAnalysis Corporation, Thermo Vision Corporation, Thermo Optek Corporation,
ThermoQuest Corporation and ONIX Systems, Inc. He is also a member of the board
of directors of Metrika Systems Corp. and SpectRx, Inc.
POLYVIOS C. VINTIADIS Age 63
Polyvios C. Vintiadis has been the Chairman and Chief Executive Officer of
Towermarc Corporation ("Towermarc"), a full service real estate development
company, since 1984. Prior to joining Towermarc, Mr. Vintiadis was a principal
of Morgens, Waterfall & Vintiadis, a financial services firm based in New York,
with whom he remains associated. Mr. Vintiadis is a member of the board of
directors of TIS, Thermo TerraTech, Inc. and The Randers Killam Group Inc.
BOARD OF DIRECTORS
The Board of Directors of the Company held five meetings during 1998. Each
of the incumbent directors attended 75% or more of the meetings of the Board of
Directors held during the period in which such director was a member of the
Board of Directors.
5
<PAGE> 8
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the Board of Directors are the Compensation and
Audit Committees.
The Compensation Committee reviews and recommends actions to the Board of
Directors on such matters as salary and other compensation of officers and the
administration of certain benefit plans. The Compensation Committee also has the
authority to administer, grant and award stock and stock options under the
Company's incentive equity plans. The Compensation Committee was formed in
January 1998. It held four meetings during fiscal year 1998. During the fiscal
year 1998, Mr. Spongberg served as the Chairman of the Compensation Committee
and Mr. van Overbeek and Mr. Karlson served as members of the Compensation
Committee. Mr. Karlson was first appointed to the Compensation Committee at the
December 1998 meeting of the Board of Directors. Upon election to the Company's
Board of Directors, the Company expects Mr. Vintiadis to be appointed to the
Compensation Committee and Mr. Lewis to be appointed Chairman of the
Compensation Committee.
The Audit Committee meets with management and the Company's independent
auditors to consider the adequacy of the Company's internal controls and other
financial reporting matters. The Audit Committee recommends to the Board of
Directors the engagement of the Company's independent auditors, discusses with
the independent auditors their audit procedures, including the proposed scope of
their audit, the audit results and the accompanying management letters and, in
connection with determining their independence, reviews the services performed
by the independent auditors. The Audit Committee was formed in January 1998. It
held five meetings during fiscal year 1998. During fiscal year 1998, Mr. Rappe
served as Chairman of the Audit Committee and Messrs. Karlson and van Overbeek
were members of the Audit Committee. Upon election to the Company's Board of
Directors, the Company expects Mr. Vintiadis to be appointed to the Audit
Committee and Mr. Helm to be appointed Chairman of the Audit Committee.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM. The role of the compensation committee of
the Board of Directors (the "Committee") is to recommend, establish, oversee and
direct the Company's executive compensation policies and programs and to
recommend to the Board of Directors compensation for executive officers. In
carrying out this role, we believe it is important to align executive
compensation with Company values and objectives, business strategies, management
initiatives, business financial performance and enhanced stockholder value.
The following is a summary of policies which the Board of Directors
analyzed in determining the compensation for the officers of the Company. The
Committee intends to follow the same general policies in determining the
compensation for the officers of the Company in 1999, but may, in its
discretion, alter such policies to take into consideration the applicable
circumstances at the time.
COMPENSATION PHILOSOPHY. The Committee intends to apply a consistent
philosophy to compensation for all employees, including executive officers,
which is based on the premise that the achievements of the Company result from
the coordinated efforts of all individuals working toward common objectives. The
Company strives to achieve those
6
<PAGE> 9
objectives through teamwork focused on meeting the expectations of customers and
stockholders.
Under the supervision of the Board, the Company has developed a
compensation policy that is designed to:
1. Attract and retain qualified senior executives;
2. Reward executives for actions that result in the long-term enhancement
of stockholder value; and
3. Reward results with respect to the financial and operational goals of
the Company.
The guiding principle of the Committee is to establish a compensation
program that aligns executive compensation with the Company's objectives and
business strategies as well as with operational and financial performance.
Accordingly, each executive officer's compensation package is comprised of three
elements: (a) base salary which reflects an individual's responsibilities,
performance and expertise and is designed to be competitive with salary levels
in effect at high technology companies of the same size; (b) annual cash bonuses
tied to the Company's achievement of specified goals and (c) incentive stock
options which strengthen the alignment of interests between the executive
officers and the Company's stockholders.
FACTORS. The principal factors that were considered in establishing the
components of each executive officer's compensation package for 1998 are
summarized below. In its discretion, the Committee may apply different factors
in future years.
BASE SALARY. The Company establishes salaries for the Chief Executive
Officer and other officers on the basis of personal performance and by
considering salaries of officers of comparably sized high technology
companies according to data obtained from executive compensation
consultants and from other independent outside sources. The Committee has
reviewed the base salaries of the executive officers for 1998 and is of the
opinion that such salaries are not unreasonable in view of those paid by
comparable high-technology companies.
ANNUAL CASH BONUSES. The Chief Executive Officer can earn up to 100%
of his base salary and each of the other executive officers can earn up to
50% of his base salary based on the achievement by the Company of certain
financial and operational performance goals established for each fiscal
year.
INCENTIVE STOCK OPTIONS. The Company grants stock options to provide
long-term incentives for the executive officers. The option grants under
the 1997 Stock Option Plan are designed to align the interests of the
executive officers with those of the stockholders and to provide each
individual with a significant incentive to manage the Company from the
perspective of an owner and to remain employed by the Company. The number
of shares subject to each option grant is based on the officer's level of
responsibility and relative position within the Company as well as a review
of grants to similar executives in similar positions in comparable
companies. The Committee reviewed the stock options awarded to the
executive officers in 1997 and is of the opinion that the option awards are
reasonable in view of each officer's level of responsibility and relative
position with the Company. The Committee is also of the opinion that the
awards are in line with those generally granted to executive officers in
similar positions in comparable high-technology companies. Accordingly, the
7
<PAGE> 10
Company did not grant options to the Chief Executive Officer or the four
other most highly compensated officers of the Company in 1998.
DEDUCTIBILITY OF COMPENSATION. Section 162(m) of the Internal Revenue Code
imposes a $1 million limit on the deductibility of compensation paid to certain
executive officers of public companies, unless the compensation meets certain
requirements for "performance-based" compensation. The Compensation Committee
believes that all of the compensation awarded to the Company's executive
officers will be fully deductible in accordance with these rules.
COMPENSATION COMMITTEE
Lars Spongberg, Chairman
Thomas T. van Overbeek
Lawrence C. Karlson
COMPENSATION OF DIRECTORS
Directors not affiliated with the Company or Spectra-Physics AB receive an
annual fee of $10,000 for serving on the Board of Directors, a fee of $1,000 for
attending each Board of Directors meeting and a fee of $500 for attending each
committee meeting not held on the same day as a Board meeting. Directors not
affiliated with the Company or Spectra-Physics AB are reimbursed for expenses
incurred in connection with attendance at meetings of the Board of Directors or
committees thereof. No officer of the Company receives any additional
compensation for serving as a member of the Board of Directors or any of its
committees.
Under the 1997 Stock Option Plan, each director not affiliated with the
Company or Spectra-Physics AB received, on the date on which the Company's
initial public offering was consummated, an initial option grant to purchase
15,000 shares of Common Stock and any director not affiliated with the Company
or Spectra-Physics AB first becoming a director after the Company's initial
public offering received or will receive an initial option grant to purchase
15,000 shares of Common Stock upon his or her election to the Board of
Directors. Additionally, each director not affiliated with the Company or
Spectra Physics AB receives an annual option grant to purchase 5,000 shares of
Common Stock. Options granted to such non-affiliated directors have an exercise
price equal to the fair market value of the Common Stock on the date of grant.
During fiscal year 1998, the Company granted options to Mr. van Overbeek
under the 1997 Stock Option Plan to purchase 15,000 shares of Common Stock at
$12.81 per share. These options vested 25% on December 11, 1998, and 6.25% on
March 11, 1999. These options will cease to vest upon Mr. van Overbeek's
retirement from the board of directors.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee is a former or current officer or
employee of the Company or any of its subsidiaries. To the Company's knowledge,
there were no other relationships involving members of the Compensation
Committee requiring disclosure in this section of this Proxy Statement.
8
<PAGE> 11
MANAGEMENT
OFFICERS AND KEY EMPLOYEES
The following table sets forth certain information concerning certain
officers and key employees of the Company.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- -----------------------------------
<S> <C> <C>
Patrick L. Edsell.................. 50 Chairman, President and Chief
Executive Officer of
Spectra-Physics Lasers, Inc.
Leif A. Alexandersson.............. 46 Vice President, Distribution of
Spectra-Physics Lasers, Inc.
George M. Balogh................... 47 Vice President and General Manager,
Commercial Systems Group of
Spectra-Physics Lasers, Inc.
Charles E. Chandler................ 45 Vice President and General Manager,
OEM Business Unit of
Spectra-Physics Lasers, Inc.
Ken E. Johnson..................... 40 Vice President, Human Resources of
Spectra-Physics Lasers, Inc.
Thomas J. Scannell................. 48 Vice President, Finance, Secretary
and Treasurer of Spectra-Physics
Lasers, Inc.
Shinan S. Sheng.................... 48 Vice President and General Manager,
Industrial and Scientific Lasers
Business Unit of Spectra-Physics
Lasers, Inc.
Mark S. Sobey...................... 39 President of Spectra-Physics Laser
Data Systems, Inc.
John M. Tracy...................... 55 President of Opto Power Corporation
</TABLE>
Patrick L. Edsell has been Chairman, Chief Executive Officer and President
of Spectra-Physics Lasers, Inc. since the Reorganization. Prior to the
Reorganization, he served as the President of the Lasers and Optics Group since
September 1990. From October 1989 until September 1990, Mr. Edsell was Vice
President, Finance and Chief Financial Officer of Spectra-Physics AB and its
predecessor Pharos AB. He is a member of the board of directors of FLIR Systems,
Inc., a thermal imaging company.
Leif A. Alexandersson has been Vice President, Distribution of
Spectra-Physics Lasers, Inc. since the Reorganization. Prior to the
Reorganization, Mr. Alexandersson served as Vice President, Distribution of the
Lasers and Optics Group since March 1993. He joined the Lasers and Optics Group
in March 1992 as Vice President for European Distribution. Mr. Alexandersson was
President of Geotronics of North America, a construction instruments company and
an affiliate of Spectra-Physics AB, from 1988 to 1992.
George M. Balogh has been Vice President and General Manager of the
Commercial Systems Group of Spectra-Physics Lasers, Inc. since the
Reorganization. Prior to the Reorganization, Mr. Balogh served as Vice President
and General Manager of the
9
<PAGE> 12
Commercial Systems Group for the Lasers and Optics Group since June 1991. He
joined the Lasers and Optics Group in 1988 as Operations Manager.
Charles E. Chandler has been Vice President and General Manager of the OEM
Business Unit of Spectra-Physics Lasers, Inc. since the Reorganization. Prior to
the Reorganization, Mr. Chandler served as Vice President and General Manager of
the OEM Business Unit for the Lasers and Optics Group since January 1996. He
joined the Lasers and Optics Group in July 1988 as Manufacturing Manager and
served as OEM Engineering Manager for the three years prior to October 1995.
Ken E. Johnson has been Vice President, Human Resources for Spectra-Physics
Lasers, Inc. since the Reorganization. Prior to the Reorganization, he served as
the Vice President, Human Resources of the Lasers and Optics Group since
September 1995. He joined the Lasers and Optics Group in July 1989 and served as
Senior Human Resources Representative, Manager, Compensation and Benefits and
Human Resources Manager prior to 1995.
Thomas J. Scannell has been Vice President, Finance, Secretary and
Treasurer of Spectra-Physics Lasers, Inc. since the Reorganization. Prior to the
Reorganization, Mr. Scannell served as the Vice President, Finance of the Lasers
and Optics Group since August 1996. From 1990 to 1996, he was a Division
Controller and Assistant Corporate Controller at Raychem Inc., a materials
science company.
Shinan S. Sheng has been Vice President and General Manager of the
Industrial and Scientific Lasers Business Unit of Spectra-Physics Lasers, Inc.
since the Reorganization. Prior to the Reorganization, Dr. Sheng served as Vice
President and General Manager of the Industrial and Scientific Laser Business
Unit of the Lasers and Optics Group since April 1995. He joined the Lasers and
Optics Group in 1979 and advanced from laser physicist through a number of
management positions to his current position.
Mark S. Sobey is President of Spectra-Physics Laser Data Systems, Inc., a
subsidiary of the Company ("Laser Data"). Dr. Sobey has held this position since
Laser Data was founded in January 1996. He joined the Lasers and Optics Group in
1985 and advanced from salesman in the United Kingdom through several management
positions to his current position.
John M. Tracy is President of Opto Power Corporation, a subsidiary of the
Company ("Opto Power"). Dr. Tracy joined the Lasers and Optics Group in
September 1992 as the result of the acquisition of the Advanced Optoelectronics
business unit of Applied Solar Energy Corporation. Opto Power was formed in
September 1992, immediately after the acquisition. Dr. Tracy was Vice President
and General Manager of Advanced Optoelectronics from 1985 to 1992.
SUMMARY COMPENSATION OF NAMED EXECUTIVE OFFICERS
The following table sets forth, for the years ended December 31, 1998, 1997
and 1996 certain information regarding the cash compensation paid by the
Company, as well as certain other compensation paid or accrued for such fiscal
years, to the Company's Chief
10
<PAGE> 13
Executive Officer and each of the four other most highly compensated officers of
the Company (the "named executive officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION
- --------------------------- ---- -------- -------- ------------
<S> <C> <C> <C> <C>
Patrick L. Edsell.................. 1998 $300,000 -- $ 65,838(2)(3)
Chairman, President and 1997 250,016 $177,600 257,762(2)(3)
Chief Executive Officer 1996 234,500 80,000 44,819(2)(3)
Leif A. Alexandersson.............. 1998 201,118 20,500 22,388(4)
Vice President 1997 192,900 54,256 54,222(4)
1996 185,285 75,982 4,584(4)
Shinan S. Sheng.................... 1998 183,311 23,750 19,222(5)
Vice President/General Manager 1997 167,325 45,106 47,229(5)
1996 154,627 62,952 3,732(5)
George M. Balogh................... 1998 174,944 18,000 27,443(6)
Vice President/General Manager 1997 167,325 43,025 55,489(6)
1996 154,739 62,952 12,139(6)
Charles E. Chandler................ 1998 159,124 16,500 16,612(7)
Vice President/General Manager 1997 145,972 38,087 40,775(7)
1996 134,435 53,488 3,090(7)
</TABLE>
- -------------------------
1. Cash bonuses earned in 1998, 1997 and 1996, respectively, but paid in 1999,
1998 and 1997, respectively.
2. Mr. Edsell receives personal benefits in the form of additional payments for
certain medical, dental, disability and life insurance premiums. The
aggregate amount of such personal benefits, however, does not exceed the
lesser of $50,000 or 10% of the total of the annual salary and bonuses
reported for Mr. Edsell.
3. "All Other Compensation" for Mr. Edsell includes the following: (i) a $25,000
annual payment in each of 1997 and 1996 for serving as a member of the Board
of Directors of the Company, which was awarded in lieu of additional salary,
(ii) $6,357, $5,812 and $5,105 in 401(k) matching contributions made by the
Company in 1998, 1997 and 1996, respectively, (iii) $23,256, $12,214 and
$12,214 in annual payments for a Company-purchased automobile in each of
1998, 1997 and 1996, respectively, (iv) $1,850, $1,850 and $2,500 for
preparation of federal and state income tax returns in 1998, 1997 and 1996,
respectively, (v) a $103,125 bonus based on Company operating results and
completion of an initial public offering in 1997, (vi) $109,761 realized upon
the exercise of Spectra-Physics AB phantom stock options in 1997 and (vii) a
$34,375 stay-on bonus was paid in 1998.
4. "All Other Compensation" for Mr. Alexandersson includes the following: (i)
$6,138, $5,472 and $4,584 in 401(k) matching contributions made by the
Company in 1998, 1997 and 1996, respectively, (ii) a $48,750 bonus based on
Company operating results and completion of an initial public offering in
1997 and (iii) a $16,250 stay-on bonus was paid in 1998.
11
<PAGE> 14
5. "All Other Compensation" for Mr. Sheng includes the following: (i) $5,054,
$4,724 and $3,732 in 401(k) matching contributions made by the Company in
1998, 1997 and 1996, respectively, (ii) a $42,505 bonus based on Company
operating results and completion of an initial public offering in 1997 and
(iii) a $14,168 stay-on bonus was paid in 1998.
6. "All Other Compensation" for Mr. Balogh includes the following: (i) $5,447,
$4,724 and $3,519 in 401(k) matching contributions made by the Company in
1998, 1997 and 1996, respectively, (ii) a $42,505 bonus based on Company
operating results and completion of an initial public offering in 1997, (iii)
loan forgiveness of $7,828, $8,260 and $8,620 for 1998, 1997 and 1996,
respectively, and (iv) a $14,168 stay-on bonus was paid in 1998.
7. "All Other Compensation" for Mr. Chandler includes the following: (i) $4,111,
$3,273 and $3,090 in 401(k) matching contributions made by the Company in
1998, 1997 and 1996, respectively, (ii) a $37,502 bonus based on Company
operating results and completion of an initial public offering in 1997 and
(iii) a $12,501 stay-on bonus was paid in 1998.
STOCK OPTIONS
OPTION GRANTS IN 1998
There were no options granted by the Company to the named executive
officers in 1998.
OTHER FORMS OF COMPENSATION
EMPLOYMENT CONTRACTS
The Company is a party to an employment agreement with Patrick L. Edsell
dated January 1, 1998 that provides for the full-time employment of Mr. Edsell
as the Company's President and Chief Executive Officer. The agreement had an
initial term of one year and provides for continuing automatic one-year
extensions until the agreement is terminated by either the Company or Mr.
Edsell. Mr. Edsell's agreement provides for an annual salary of $300,000, or
such greater amount as may be approved by the Company's Board of Directors, as
well as other benefits. Mr. Edsell is eligible to receive a cash bonus award
based upon the extent to which the Company attains all or portions of certain
goals established by the Board of Directors prior to each calendar year. A
non-competition provision requires, from the date of the agreement until the
expiration of an eighteen month period following the date of which Mr. Edsell's
term of employment terminates, that Mr. Edsell not engage (as a stockholder,
with some exceptions, or as an officer, director, employee or otherwise) in any
business that competes directly or indirectly with the Company. The Company may
terminate Mr. Edsell's employment at any time with or without cause or upon the
death or disability of Mr. Edsell. If Mr. Edsell's employment is terminated by
the Company without cause, the agreement requires the Company to pay to Mr.
Edsell: (i) an amount equal to the monthly salary he would have received had he
remained an employee for eighteen additional months, (ii) a cash bonus award
equal to one and a half times the cash bonus Mr. Edsell would have received had
he remained an employee of the Company and the Company had performed at plan,
and (iii) an out placement benefit not to exceed $30,000; provided, however,
that Mr. Edsell has the option of accepting the amounts due under (i) and (ii)
in a lump sum payment. If Mr. Edsell elects to receive the payments in eighteen
monthly installments, he is entitled to
12
<PAGE> 15
participate, at the Company's expense and during those eighteen months, in any
health and welfare benefits that he was entitled to participate in prior to
termination.
1997 SPECTRA-PHYSICS LASERS, INC. STOCK OPTION PLAN
In connection with its initial public offering in 1997, the Company adopted
the 1997 Spectra-Physics Lasers, Inc. Stock Option Plan which provides for the
granting of non-qualified stock options ("Options") to certain officers, key
employees and non-employee directors of the Company. The 1997 Stock Option Plan
is administered by the Compensation Committee. The aggregate maximum number of
shares of Common Stock available for awards under the 1997 Stock Option Plan is
2,309,721 shares, subject to adjustment to reflect changes in the Company's
capitalization. No awards can be made under the 1997 Stock Option Plan more than
10 years after the date it was adopted.
The exercise price of the Options are determined by the Compensation
Committee in its discretion, provided that the exercise price must be at least
100% of the fair market value of a share of Common Stock on the date the Option
is granted. An Option's term shall not exceed ten years from the date of grant.
No Option may be exercised sooner than six months from the date of grant.
Concurrent with the Company's initial public offering, the Company granted
options to certain officers, directors and employees of the Company to purchase
an aggregate of 2,087,145 shares of the Common Stock under the 1997 Stock Option
Plan at the initial public offering price of $10.00 per share. Mr. Edsell was
granted options to purchase 473,100 shares, and Messrs. Alexandersson, Balogh,
Sheng and Chandler were each granted options to purchase 141,930 shares. These
options vested 25% upon the first anniversary of the December 11, 1997 grant
date and vest 6.25% at the end of each three-month period thereafter. Subject to
the terms of the 1997 Stock Option Plan, these Options are exercisable to the
extent vested beginning two years after the grant date. These Options may not be
exercised following termination of the grantee's employment with the Company,
except that in the event that a grantee's employment terminates due to death,
disability or retirement, options held by such grantee or his estate shall be
exercisable, to the extent vested at the time of termination of employment, for
a period of three months after termination of employment or, if later, the end
of the foregoing two-year period. These Options expire 10 years from the grant
date.
SPECTRA-PHYSICS LASERS, INC. SAVINGS PLUS PLAN
The Company's Savings Plus Plan (the "401(k) Plan"), as amended, is a
savings and retirement plan intended to satisfy the tax qualification
requirements of Sections 401(a), 401(k) and 401(m) of the Internal Revenue Code
of 1986, as amended (the "Code"). Subject to certain terms and conditions of the
401(k) Plan, substantially all of the Company's employees are eligible to
participate in the 401(k) Plan on the first day of the month coinciding with or
next following such employee's first day of employment. Eligible employees may
contribute to the 401(k) Plan up to 15% of their compensation on a pre-tax basis
and up to 5% of their compensation on an after-tax basis, subject to certain
limitations in the Code.
The Company, in its discretion, may (i) make contributions to the 401(k)
Plan each year that match in whole or in part the pre-tax contributions that
employees make to the 401(k) Plan, (ii) make profit sharing contributions each
year and (iii) allocate those profit sharing contributions to employees in equal
amounts to each employee or in a proportionate amount based on the employee's
compensation for the year in relation to all
13
<PAGE> 16
of the employees' compensation for that year. All Company and employee
contributions to the 401(k) Plan are fully vested and nonforfeitable at all
times. Contributions to the 401(k) Plan are allocated to individual accounts for
each employee, and employees may direct the investment of their accounts into
various investment funds. The trustee of the 401(k) Plan is Fidelity Management
Trust Company.
EXECUTIVE INCENTIVE PLAN
The Company' Executive Incentive Plan provides certain officers of the
Company with annual incentive cash bonus awards based on achievement of certain
pre-established quantitative and qualitative goals. The goals of the Executive
Incentive Plan are to reward executives for superior performance and for
exceeding the Company's predetermined financial and business goals. To be
eligible under the Executive Incentive Plan, a participant must be a full-time
regular employee on the date of payment.
EMPLOYEE BONUS PLAN
The Company's Employee Bonus Plan provides all employees of the Company,
other than employees of Laser Data and employees entitled to participate in the
Executive Incentive Plan, with annual incentive cash bonus awards based on
overall Company profitability. The goal of the Employee Bonus Plan is to provide
a financial incentive for employees to achieve the Company's financial goals.
RESTRICTED STOCK PLAN
In 1994, Opto Power granted certain Opto Power employees options to
purchase, in the aggregate, up to 20% of Opto Power common stock outstanding on
a fully diluted basis. In October 1997, the option holders agreed to cancel
their Opto Power options for initial cash payments in the aggregate amount of
approximately $14.7 million, payable upon execution of the agreements, and the
Company's future obligation to issue an aggregate of 408,043 shares of Common
Stock upon completion of the Company's initial public offering ("Restricted
Stock"). The foregoing cash payments were funded through a capital contribution
to the Company by Holdings. The Restricted Stock may not be sold or otherwise
transferred except as follows: 25% of the shares originally received became
transferable beginning six months following consummation of the offering, and an
additional 25% of the shares becomes transferable every six months thereafter.
CERTAIN OPTIONS TO PURCHASE LASER DATA COMMON STOCK
Laser Data has granted certain of its employees options ("Laser Data
Options") to purchase, in the aggregate, approximately 17% of Laser Data common
stock then outstanding on a fully diluted basis, of which approximately
two-thirds are currently vested. The unvested portion of the Options vest on
December 31, 1999. The Options fully vest in the event of a change of control of
Laser Data prior to December 31, 1999. Laser Data Options are exercisable, to
the extent vested, at an exercise price of $.05 per share, from the effective
date of an initial public offering of Laser Data common stock until the earlier
of the first anniversary of such initial public offering and February 28, 2000,
or during the period from February 28, 2000 through December 31, 2002, provided
that the Laser Data Options shall not have otherwise become exercisable prior to
February 28, 2000. The Laser Data Options terminate upon the termination of the
employment of the Laser Data Option holder for cause and certain other willful
acts.
14
<PAGE> 17
STOCKHOLDER RETURN PERFORMANCE
The following graph compares the percentage change in cumulative total
stockholder return on the Company's Common Stock against the cumulative total
return of the Nasdaq Composite Index and the Technology sub-component of the
NationsBanc Montgomery Securities Growth Stock Index 500 (the "Montgomery
Technology Index") from December 12, 1997, the first trading date on which the
Company's Common Stock was registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Cumulative total return
to stockholders is measured by dividing (x) the sum of (i) total dividends for
the period (assuming dividend reinvestment) plus (ii) per-share price change for
the period by (y) the share price at the beginning of the period. The graph is
based on an investment of $100 at the market close on December 12, 1997 in the
Common Stock and in each index.
COMPARISON OF TOTAL RETURN AMONG
SPECTRA-PHYSICS LASERS, INC., THE NASDAQ COMPOSITE
INDEX AND THE MONTGOMERY TECHNOLOGY INDEX
Comparison of Total Return
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and Mr. Karlson, a director of the Company, are parties to a
consulting agreement dated June 4, 1993 whereby Mr. Karlson provides consulting
and advisory services to the Company on a daily fixed fee basis. Pursuant to the
agreement, Mr. Karlson is also entitled to reimbursement of out-of-pocket
expenses incurred in connection with his provision of consulting services to the
Company. In 1996, 1997 and 1998, the Company incurred fees payable to Mr.
Karlson of $112,464, $116,033 and $131,939 respectively, for consulting services
rendered to the Company.
15
<PAGE> 18
INDEPENDENT ACCOUNTANTS
Since 1990, the Company has retained Coopers & Lybrand L.L.P., predecessor
of PricewaterhouseCoopers L.L.P., as its independent accountants and it intends
to retain PricewaterhouseCoopers L.L.P. for the current year ending December 31,
1999. Representatives of PricewaterhouseCoopers L.L.P. are expected to be
present at the Annual Meeting, and such representatives will have an opportunity
at the Annual Meeting to make a statement if they desire to do so and will be
available to respond to appropriate questions.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities (the "10% Stockholders") to file reports of
ownership and changes in ownership of Common Stock and other equity securities
of the Company with the Securities and Exchange Commission (the "SEC") and the
Nasdaq National Market. Officers, directors and 10% Stockholders are required by
SEC regulation to furnish the Company with copies of all forms they file under
Section 16(a). Based solely on its review of the copies of such forms received
by it and written representations from certain reporting persons that no other
reports were required from those persons, the Company believes that during the
period December 11, 1997 through December 31, 1998, its officers, directors and
10% Stockholders complied with all applicable Section 16(a) filing requirements,
except that Mr. Scannell failed to timely file a Statement of Changes in
Beneficial Ownership on Form 4, reflecting an acquisition of shares of the
Company's Common Stock.
2000 STOCKHOLDER PROPOSALS
In the event that a stockholder desires to have a proposal included in the
proxy statement and form of proxy for the Annual Meeting of Stockholders to be
held in 2000, the proposal must be received by the Company in writing on or
before November 25, 1999, by certified mail, return receipt requested, and must
comply in all respects with applicable rules and regulations of the Securities
and Exchange Commission, the laws of the State of Delaware, and the Bylaws of
the Company relating to such inclusion. With respect to a stockholder proposal
that is not included in the 2000 proxy statement and form of proxy but which
properly comes before the 2000 meeting, if the Company does not receive notice
of such proposal, by certified mail, return receipt requested, on or before
February 7, 2000, then the proxy solicited by the Board of Directors of the
Company for the 2000 meeting may confer discretionary authority with respect to
such proposal. Stockholder proposals may be mailed to the Secretary,
Spectra-Physics Lasers, Inc., 1335 Terra Bella Avenue, Building 7, Mountain
View, California 94043.
ANNUAL REPORT ON FORM 10-K
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 1998 ACCOMPANIES THIS PROXY STATEMENT, BUT IS NOT
INCORPORATED AS PART OF THE PROXY STATEMENT AS IT IS NOT TO BE REGARDED AS PART
OF THE PROXY SOLICITATION MATERIAL.
16
<PAGE> 19
OTHER BUSINESS
The Company is not aware of any other business to be presented at the 1999
Annual Meeting of Stockholders. If any other matter should properly come before
the Annual Meeting, however, the enclosed proxy confers discretionary authority
with respect thereto.
LOGO By Order of the Board of Directors,
THOMAS J. SCANNELL
Secretary
Dated: March 24, 1999
Mountain View, California
17
<PAGE> 20
SPECTRA-PHYSICS LASERS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
May 4, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned stockholder of
SPECTRA-PHYSICS LASERS, INC., a Delaware corporation, does hereby constitute and
appoint Patrick L. Edsell and Thomas J. Scannell, or any one of them, with full
power to act alone and to designate substitutes, the true and lawful attorneys
and proxies of the undersigned for and in the name and stead of the undersigned,
to vote all shares of Common Stock of SPECTRA-PHYSICS LASERS, INC., which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders to be held at the offices of Spectra-Physics Lasers,
Inc., 1335 Terra Bella Avenue, Building 7, Mountain View, California 94043 on
Tuesday, May 4, 1999, at 1:30 p.m., local time, and at any and all adjournments
and postponements thereof, as follows:
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- FOLD AND DETACH HERE -
<PAGE> 21
20
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
Please mark your
vote as indicated in /X/
this example
VOTE WITHHELD
Item 1. ELECTION OF DIRECTORS FOR ALL* FOR ALL
Nominees: / / / /
Patrick L. Edsell
Denis A. Helm
Lawrence C. Karlson
Earl R. Lewis
Polyvios C. Vintiadis
* To withhold authority to vote for one or more nominee(s), write the
name(s) of the nominee(s) below:
- ---------------------------
Item 2. OTHER MATTERS
In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the meeting or at any adjournments thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ITEM 1
AND WILL GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 2.
NOTE: PLEASE DATE THIS PROXY, SIGN YOUR NAME EXACTLY AS IT APPEARS HEREON,
AND RETURN PROMPTLY USING THE ENCLOSED POSTAGE-PAID ENVELOPE. JOINT OWNERS
SHOULD EACH SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
Signature(s) __________________________________ Date:________________
- FOLD AND DETACH HERE -
