<PAGE>
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 Section240.14a-11(c) or
Section240.14a-12
DOUBLECLICK 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 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
DOUBLECLICK INC.
41 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10010
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 21, 1998
------------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of DoubleClick
Inc., a Delaware corporation (the "Company"), will be held at 41 Madison Avenue,
New York, New York, 10010 on December 21, 1998 at 9:00 a.m. (New York time) for
the following purposes, as more fully described in the Proxy Statement
accompanying this notice:
(1) To elect three Directors to serve until the 2001 Annual Meeting of
Stockholders or until their respective successors shall have been duly
elected and qualified;
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
auditors of the Company for the fiscal year ending December 31, 1998; and
(3) To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on November 13, 1998
will be entitled to notice of, and to vote at, the Annual Meeting. The stock
transfer books of the Company will remain open between the record date and the
date of the meeting. A list of stockholders eligible to vote at the meeting will
be available for inspection at the meeting and for a period of ten days prior to
the meeting during regular business hours at the corporate headquarters at the
address above.
All stockholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the Annual Meeting, your proxy vote is
important. To assure your representation at the meeting, please sign and date
the enclosed proxy card and return it promptly in the enclosed envelope, which
requires no additional postage if mailed in the United States or Canada. Should
you receive more than one proxy because your shares are registered in different
names and addresses, each proxy should be signed and returned to assure that all
your shares will be voted. You may revoke your proxy at any time prior to the
Annual Meeting. If you attend the meeting and vote by ballot, your proxy will be
revoked automatically and only your vote at the Annual Meeting will be counted.
By Order of the Board of Directors
/s/ Kevin J. O'Connor
Kevin J. O'Connor
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD OF DIRECTORS
New York, New York
November 20, 1998
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
BE COMPLETED AND RETURNED PROMPTLY
<PAGE>
DOUBLECLICK INC.
----------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 21, 1998
------------------------
This Proxy Statement is furnished to stockholders of record of DoubleClick
Inc., a Delaware corporation (the "Company"), as of November 13, 1998 in
connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board of Directors" or "Board") for use at the Annual Meeting of
Stockholders to be held on December 21, 1998 at 9:00 a.m. (New York time) (the
"Annual Meeting").
Shares cannot be voted at the meeting unless the owner is present in person
or by proxy. All properly executed and unrevoked proxies in the accompanying
form that are received in time for the meeting will be voted at the meeting or
any adjournment thereof in accordance with instructions thereon, or if no
instructions are given, will be voted, (i) "FOR" the election of the named
nominees as Directors of the Company, and (ii) "FOR" the ratification of
PricewaterhouseCoopers LLP, independent public accountants, as auditors of the
Company for the fiscal year ending December 31, 1998, and will be voted in
accordance with the best judgment of the persons appointed as proxies with
respect to other matters which properly come before the Annual Meeting. Any
person giving a proxy may revoke it by written notice to the Company at any time
prior to exercise of the proxy. In addition, although mere attendance at the
Annual Meeting will not revoke the proxy, a stockholder who attends the meeting
may withdraw his or her proxy and vote in person. Abstentions and broker
non-votes will be counted for purposes of determining the presence or absence of
a quorum for the transaction of business at the Annual Meeting. Abstentions will
be counted in tabulations of the votes cast on each of the proposals presented
at the Annual Meeting, whereas broker non-votes will not be counted for purposes
of determining whether a proposal has been approved.
The Annual Report of the Company (which does not form a part of the proxy
solicitation materials), containing the consolidated financial statements of the
Company for the fiscal year ended December 31, 1997, is being distributed
concurrently herewith to stockholders.
The mailing address of the principal executive offices of the Company is 41
Madison Avenue, 32nd Floor, New York, New York 10010. This Proxy Statement and
the accompanying form of proxy are being mailed on or about November 20, 1998 to
the stockholders of the Company entitled to vote at the Annual Meeting.
VOTING SECURITIES
The Company has one class of voting securities outstanding, its common
stock, $0.001 par value (the "Common Stock"). Each holder of Common Stock is
entitled to one vote for each share held. In addition, the Company is authorized
to issue up to an aggregate of 5,000,000 shares of preferred stock, $0.001 par
value (the "Preferred Stock"), with such voting rights as may be determined by
the Board of Directors providing for such series. The Company does not have
current plans to issue any shares of Preferred Stock. At the Annual Meeting,
each stockholder of record at the close of business on November 13, 1998 will be
entitled to one vote for each share of Common Stock owned on that date as to
each matter presented at the Annual Meeting. On October 31, 1998, there were
16,669,287 shares of Common Stock outstanding and held by 514 stockholders of
record. A list of stockholders eligible to vote at the Annual Meeting will be
available for inspection at the Annual Meeting and for a period of ten days
prior to the Annual Meeting during regular business hours at the principal
executive offices of the Company at the address specified above.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Unless otherwise directed, the persons appointed in the accompanying form of
proxy intend to vote at the Annual Meeting "FOR" the election of the nominees
named below as Class I Directors of the Company to serve until the 2001 Annual
Meeting of Stockholders or until their successors are duly elected and
qualified. If any nominee is unable to be a candidate when the election takes
place, the shares represented by valid proxies will be voted in favor of the
remaining nominee. The Board of Directors does not currently anticipate that any
nominee will be unable to be a candidate for election. Each nominee is currently
a Director of the Company.
In accordance with the terms of the Company's Certificate of Incorporation,
the Board of Directors has been divided into three classes, denominated Class I,
Class II and Class III, with members of each class holding office for staggered
three-year terms. At each annual meeting of the Company's stockholders
commencing in 1998, the successors to the Directors whose terms expire at such
meeting are elected to serve from the time of their election following their
election and qualification until the third annual meeting of stockholders
following their election or until a successor has been duly elected and
qualified. The affirmative vote of a plurality of the shares of Common Stock
present in person or represented by proxy and entitled to vote on the election
of directors at the Annual Meeting is required to elect the Directors.
The Board of Directors currently has seven members. Messrs. Kevin J.
O'Connor, Mark E. Nunnelly and Thomas S. Murphy are Class I Directors whose
terms expire at the Annual Meeting and each of whom is a nominee for election
(in all cases subject to the election and qualification of their successors or
to their earlier death, resignation or removal). Messrs. David N. Strohm and
Dwight A. Merriman are Class II Directors whose terms expire at the 1999 Annual
Meeting of Stockholders (in all cases subject to the election and qualification
of their successors or to their earlier death, resignation or removal). Messrs.
Donald Peppers and W. Grant Gregory are Class III Directors whose term expires
at the 2000 Annual Meeting of Stockholders (in all cases subject to the election
and qualification of their successors or to their earlier death, resignation or
removal).
INFORMATION REGARDING THE NOMINEES FOR ELECTION AS DIRECTORS (CLASS I DIRECTORS)
The following information with respect to the principal occupation or
employment, other affiliations and business experience during the last five
years of the nominees have been furnished to the Company by such nominees.
Except as indicated, the nominees have had the same principal occupation for the
last five years.
KEVIN J. O'CONNOR, 37, has served as Chief Executive Officer and Chairman of
the Board of Directors of the Company since its inception in January 1996. From
December 1995 until January 1996, Mr. O'Connor served as Chief Executive Officer
of Internet Advertising Network ("IAN"), an Internet advertising company which
he founded. From September 1994 to December 1995, Mr. O'Connor served as
Director of Digital Research for Digital Communications Associates, a data
communications company (now Attachmate Corporation), and from April 1992 to
September 1994, as its Chief Technical Officer and Vice President, Research.
From its inception in May 1983 until its sale in April 1992, Mr. O'Connor served
as Vice President, Research of Intercomputer Communications Corp., a software
development company. Mr. O'Connor serves as a director of ISS Security, Inc., an
Internet security development company. Mr. O'Connor received his B.S. in
Electrical Engineering from the University of Michigan.
2
<PAGE>
MARK E. NUNNELLY, 39, has been a Director of the Company since June 1997.
Since 1990, Mr. Nunnelly has been a Managing Director of Bain Capital, Inc., a
venture capital group. Mr. Nunnelly currently serves as a director of Stream
International Inc., a computer software and technical support company, E-data
Systems, a digital commerce company, SR Research, a credit risk assessment
technology company, The Learning Company, an educational software company, and
Dade International, a health care company. Mr. Nunnelly was originally named to
the Board of Directors pursuant to an agreement.
THOMAS S. MURPHY, 73, has been a Director of the Company since March 1998.
From 1966 until 1990, Mr. Murphy served as Chief Executive Officer and Chairman
of the Board of Capital Cities ABC, Inc., a major media company. From 1990 until
1994, Mr. Murphy relinquished the title of Chief Executive Officer but resumed
this title again from 1994 until 1996. Since February 1996, Mr. Murphy has been
retired. Mr. Murphy currently serves on the Board of Directors of The Walt
Disney Company, a motion picture and television production, amusement park, land
management and consumer products company.
THE BOARD RECOMMENDS THE ELECTION OF KEVIN J. O'CONNOR, MARK E. NUNNELLY, AND
THOMAS S. MURPHY AS DIRECTORS UNTIL THE 2001 ANNUAL MEETING OF STOCKHOLDERS.
INFORMATION REGARDING DIRECTORS WHO ARE NOT NOMINEES FOR ELECTION AT THE ANNUAL
MEETING
The following information with respect to the principal occupation or
employment, other affiliations and business experience during the last five
years of each Director who is not a nominee for election at the Annual Meeting
has been furnished to the Company by such Director. Except as indicated each of
these Directors has had the same principal occupation for the last five years.
CLASS II DIRECTORS (TERMS EXPIRE AT THE 1999 ANNUAL MEETING OF STOCKHOLDERS)
DAVID N. STROHM, 50, has been a Director of the Company since June 1997.
Since 1980, Mr. Strohm has been an employee of Greylock Management Corporation,
a venture capital group ("Greylock"), and he is a general partner of several
funds affiliated with Greylock. Mr. Strohm currently serves as a director of
Banyan Systems, Inc., a software and computer peripherals company, Legato
Systems, a data storage management software company, and ISS Group, Inc., an
Internet security software company. Mr. Strohm was initially named to the Board
of Directors pursuant to an agreement.
DWIGHT A. MERRIMAN, 30, has been a Director of the Company since its
inception in January 1996. Mr. Merriman has served as the Company's Chief
Technical Officer since February 1996, and served as its Vice President,
Engineering from January 1996 until February 1996. From December 1990 until
August 1995, Mr. Merriman was a software engineer for Attachmate Corporation.
CLASS III DIRECTORS (TERMS EXPIRE AT THE 2000 ANNUAL MEETING OF
STOCKHOLDERS)
W. GRANT GREGORY, 57, has been a Director of the Company since its inception
in January 1996. Since 1988, Mr. Gregory has served as Chairman of Gregory &
Hoenemeyer, Inc., a merchant banking firm. Mr. Gregory currently serves as a
director of AMBAC Financial Group, a financial services company, HCIA, a health
care information company, True North Communications, an advertising holding
company, and Inacom Corporation, a technology management services company.
DONALD PEPPERS, 47, has been a Director of the Company since January 1998.
Since January 1992, Mr. Peppers has served as Chief Executive Officer of
Marketing 1 to 1/Peppers and Rogers Group, a marketing consulting firm.
3
<PAGE>
COMMITTEES OF THE BOARD
The Audit Committee of the Board of Directors was established in July 1997
and reviews, acts on and reports to the Board of Directors with respect to
various auditing and accounting matters, including the selection of the
Company's independent accountants, the scope of the annual audits, fees to be
paid to the independent accountants, the performance of the Company's
independent accountants and the accounting practices of the Company. The Audit
Committee currently consists of Messrs. Strohm, Nunnelly and Gregory.
The Compensation Committee of the Board of Directors was established in
February 1996 to administer the Company's stock option plans and to administer
certain of the Company's other benefit plans. The Compensation Committee also
provides recommendations to the Chief Executive Officer and the Board of
Directors concerning the salaries and incentive compensation of the officers of
the Company and the Company's other employees and consultants. The Compensation
Committee currently consists of Messrs. Strohm, Nunnelly and Gregory.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee currently consists of Messrs. Strohm,
Nunnelly and Gregory, none of whom has been an officer or employee of the
Company at any time since the Company's inception. No executive officer of the
Company serves as a member of the board of directors or compensation committee
of any entity that has one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee. During 1996 and prior to
the expansion of the delegated duties of the Compensation Committee to include
advising the Chief Executive Officer and the Board of Directors on matters
concerning the salaries and incentive compensation of the Company's officers,
the Board of Directors as a whole made decisions relating to compensation of the
Company's executive officers. Mr. O'Connor, the Company's Chief Executive
Officer, and Mr. Merriman, the Company's Chief Technical Officer, participated
in all such discussions and decisions concerning the compensation of executive
officers of the Company, except that Messrs. O'Connor and Merriman were excluded
from discussions regarding their own compensation.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During 1997, the Board of Directors held three meetings and acted three
times by unanimous written consent, and each Director attended all regular
meetings of the Board of Directors. The Compensation Committee held no meetings
during 1997, but acted seven times by unanimous written consent. The Audit
Committee held no meetings during 1997.
COMPENSATION OF DIRECTORS
CASH COMPENSATION. Directors do not receive a fee for attending Board of
Directors or committee meetings, but are reimbursed for expenses incurred in
connection with performing their respective duties.
STOCK OPTION GRANT. Under the Automatic Option Grant Program under the
Company's 1997 Stock Incentive Plan (the "Plan"), each individual who was
serving as a non-employee member of the Board of Directors on February 19, 1998
(the "Underwriting Date") was automatically granted a non-statutory option to
purchase 5,000 shares of Common Stock. In addition, each individual who was
first elected or appointed as a non-employee member of the Board of Directors at
any time after the Underwriting Date was automatically granted, on the date of
such initial election or appointment, a non-statutory option to
4
<PAGE>
purchase 25,000 shares of Common Stock, provided that individual had not
previously been in the employ of the Company or any parent or subsidiary of the
Company. Finally, on the date of each annual meeting of stockholders, beginning
with the 1999 Annual Meeting of Stockholders, each individual who is to continue
to serve as a member of the Board of Directors, whether or not that individual
is standing for re-election to the Board of Directors at that particular annual
meeting of stockholders, shall automatically be granted a non-statutory option
to purchase 5,000 shares of Common Stock, provided such individual has served as
a non-employee member of the Board of Directors for at least six (6) months.
Each automatic grant will have a term of 10 years, subject to earlier
termination following the optionee's cessation of service on the Board of
Directors. Each automatic option will be immediately exercisable; however, any
shares purchased upon exercise of the option will be subject to repurchase
should the optionee's service as a non-employee member of the Board of Directors
cease prior to lapse of such repurchase rights. The initial 25,000 share grant
will vest in successive equal annual installments over the optionee's initial
four-year period of Board of Directors service. Each additional 5,000 share
grant will vest upon the optionee's completion of one year of service on the
Board of Directors, as measured from the grant date. However, each outstanding
option will immediately vest upon (i) certain changes in the ownership or
control of the Company or (ii) the death or permanent disability of the optionee
while serving on the Board of Directors.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
The executive officers as of October 31, 1998 were as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------- ----------- -----------------------------------------------------------------------
<S> <C> <C>
Kevin J. O'Connor.................. 37 Chief Executive Officer and Chairman of the Board of Directors
Kevin P. Ryan...................... 35 President and Chief Operating Officer
Dwight A. Merriman................. 30 Chief Technical Officer and Director
Jeffrey E. Epstein................. 42 Chief Financial Officer
Wenda Harris Millard............... 44 Executive Vice President, Marketing and Sales
Barry M. Salzman................... 35 Vice President, International
Jonathan D. Shapiro................ 35 Vice President of Business Development
John Sabella....................... 36 Vice President of Engineering
Robert N. Linsky................... 41 Vice President of MIS/Operations
</TABLE>
INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
KEVIN P. RYAN has served as the Company's Chief Operating Officer since
April 1998 and as President since July 1997. From June 1996 to April 1998, Mr.
Ryan served as the Company's Chief Financial Officer. From January 1994 to June
1996, Mr. Ryan served as Senior Vice President, Business and Finance for United
Media, a licensing and syndication company representing comics, columnists and
wire services to over 2,000 newspapers around the world. From April 1991 to
December 1993, Mr. Ryan served as Senior Manager, Finance for EuroDisney, and
from August 1985 to September 1989, Mr. Ryan was an investment banker for
Prudential Investment Corporation in both the United States and the United
Kingdom. Mr. Ryan received his B.A. in Economics from Yale University and his
M.B.A. from Insead.
JEFFREY E. EPSTEIN has served as the Company's Chief Financial Officer since
March 1998. From May 1997 to February 1998, Mr. Epstein served as Chief
Financial Officer of Trans National Group Inc., a consumer services company.
From January 1995 to March 1997, Mr. Epstein served as Senior Vice President of
CUC International Inc., a membership based consumer services company. From
February 1988 to December 1994, Mr. Epstein served as Chief Financial Officer of
King World Productions, Inc., a television production company. Mr. Epstein
received his B.A. in Economics and Political Science from Yale University and
his M.B.A. from Stanford University.
WENDA HARRIS MILLARD has served as the Company's Executive Vice President,
Marketing and Sales since October 1997, and served as the Company's Executive
Vice President, Marketing and Programming from July 1996 to October 1997. From
August 1994 to July 1996, Ms. Harris Millard served as President and Group
Publisher of SRDS, a marketing and media information company. From July 1993 to
July 1994, Ms. Harris Millard served as Senior Vice President and Publisher of
Family Circle Magazine. From June 1992 to July 1993, Ms. Harris Millard served
as Senior Vice President and Group Publisher of Adweek Magazines, and from 1987
to June 1992, Ms. Harris Millard served as Publisher for Adweek Magazine. Ms.
Harris Millard received her B.A. in English from Trinity College and her M.B.A.
from Harvard University.
BARRY M. SALZMAN has served as the Company's Vice President, International
since February 1997. From August 1994 to January 1997, Mr. Salzman served as
President of BMS Associates, Inc., a consulting firm. From June 1993 to July
1994, Mr. Salzman served as an associate for AEA Investors, Inc., a principal
investment firm. From June 1989 to June 1993, Mr. Salzman served as an
Engagement Manager for
6
<PAGE>
McKinsey & Company, a management consulting firm. Mr. Salzman received his B.S.
in Business from the University of Cape Town and his M.B.A. from Harvard
University.
JONATHAN D. SHAPIRO has served as the Company's Vice President of Business
Development since February 1998. From April 1997 to February 1998, Mr. Shapiro
served as an interactive media specialist for McKinsey & Company, a management
consulting firm. From January 1995 to April 1997, Mr. Shapiro served as Vice
President of Corporate Development of United Media, a newspaper syndicate and
independent licensing company. From October 1992 to January 1995, Mr. Shapiro
served as an associate for McKinsey & Company. Mr. Shapiro received his B.S. in
Economics from the Wharton School and his M.B.A. from Stanford University.
JOHN SABELLA has served as the Company's Vice President of Engineering since
April 1998. From May 1997 to April 1998, Mr. Sabella served as Vice President,
Technology for Lehman Brothers Inc., a financial services company. From October
1995 to May 1997, Mr. Sabella served as Executive Vice President of Interactive
Entertainment Technologies, Inc., an interactive media company. From May 1993 to
October 1995, Mr. Sabella served as a Partner for Open Architecture System
Integration Services Inc., a financial services consulting company. Mr. Sabella
received his B.S. in Computer Science from Columbia University.
ROBERT N. LINSKY has served as the Company's Vice President of MIS and
Operations since February 1998. From February 1995 to January 1998, Mr. Linsky
served as Vice President, Internet Business Development/Interactive Services
Division for American Express Financial Services, a financial services company.
From December 1989 to February 1995, Mr. Linsky served as Vice President of
Distribution and Payments Systems and a Division Executive for The Chase
Manhattan Bank, a financial services company. Mr. Linsky received his B.S. in
Biomedical Engineering, his M.S. in Computer Engineering and his M.B.A., all
from Boston University.
7
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation
received by the Company's Chief Executive Officer and by the other four
executive officers who served as executive officers as of December 31, 1997 and
whose salary exceeded $100,000 in 1997 (together, the "Named Executive
Officers") for services rendered in all capacities to the Company during 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL AWARDS
COMPENSATION(2) -----------------
---------------- SHARES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION(1) SALARY OPTIONS COMPENSATION
- -------------------------------------------------------------- ---------------- ----------------- -------------
<S> <C> <C> <C>
Kevin J. O'Connor............................................. $ 126,250 -- $ 30,000(3)
Chief Executive Officer
Kevin P. Ryan................................................. 152,500 220,000 --
President and Chief Financial Officer
Wenda Harris Millard.......................................... 180,000 -- --
Executive Vice President, Marketing and Sales
Barry M. Salzman.............................................. 105,136 100,000 --
Vice President, International
John L. Heider................................................ 101,280 39,000 --
Vice President of Engineering
</TABLE>
- ------------------------
(1) David Henderson served as the Company's Vice President, North American Sales
until September 1997 and is no longer employed by the Company. During 1997,
Mr. Henderson earned $139,920 in salary.
(2) In accordance with the rules of the Securities and Exchange Commission (the
"Commission"), other compensation in the form of perquisites and other
personal benefits has been omitted for each of the Named Executive Officers
because the aggregate amount of such perquisites and other personal benefits
constituted less than the lesser of $50,000 or 10% of the total of annual
salary and bonuses for each of such Named Executive Officers in 1997.
(3) Consists solely of reimbursement of certain relocation expenses.
8
<PAGE>
OPTION GRANTS IN LAST YEAR
The following table sets forth certain information regarding options granted
to the Named Executive Officers during 1997. The Company has not granted any
stock appreciation rights.
OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS(1) POTENTIAL REALIZABLE
------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF
SECURITIES OPTIONS STOCK APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM(3)
OPTIONS EMPLOYEES IN EXERCISE MARKET EXPIRATION ---------------------------------
NAME GRANTED(1) 1997(2) PRICE PRICE DATE 0% 5% 10%
- ---------------------------- ----------- --------------- ----------- ----------- ----------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kevin J. O'Connor........... -- -- -- -- -- -- -- --
Kevin P. Ryan............... 220,000 21.2% $ 1.16 $ 4.00 7/31/07 $ 624,800 $1,178,227 $2,024,000
Wenda Harris Millard........ -- -- -- -- -- -- -- --
Barry M. Salzman............ 47,500 4.6 0.28 0.50 2/28/07 10,450 25,413 48,213
52,500 5.1 3.00 6.16 9/10/07 165,900 692,685 680,106
John L. Heider.............. 10,000 1.0 0.28 0.50 2/28/07 2,200 5,350 10,150
29,000 2.8 3.00 6.16 9/10/07 91,640 204,183 375,678
</TABLE>
- ------------------------------
(1) Each option represents the right to purchase one share of Common Stock. The
options shown in this column are all incentive stock options granted
pursuant to the Company's stock plans. The options shown in this table
become exercisable in four equal annual installments commencing one year
after the date of grant. To the extent not already exercisable, certain of
these options may become exercisable in the event of a merger in which the
Company is not the surviving corporation or upon the sale of substantially
all of the Company's assets.
(2) During 1997, the Company granted employees options to purchase an aggregate
of 1,038,725 shares of Common Stock.
(3) Potential realizable values are net of exercise price, but before the
payment of taxes associated with exercise. Amounts represent hypothetical
gains that could be achieved for the respective options if exercised at the
end of the option term. The 0%, 5% and 10% assumed annual rates of
compounded stock price appreciation are mandated by rules of the Commission
and do not represent the Company's estimate or projection of the Company's
future Common Stock prices. These amounts represent certain assumed rates of
appreciation in the value of the Company's Common Stock from the fair market
value on the date of grant. Actual gains, if any, on stock option exercises
are dependent on the future performance of the Common Stock and overall
stock market conditions. The amounts reflected in the table may not
necessarily be achieved.
OPTION EXERCISES AND YEAR-END VALUES
The following table sets forth certain information concerning options to
purchase Common Stock exercised by the Named Executive Officers during 1997 and
the number and value of unexercised options held by each of the Named Executive
Officers at December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED DECEMBER 31, 1997 DECEMBER 31, 1997(1)
ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Kevin J. O'Connor.................. -- -- 184,648 131,892 $3,113,166 $ 2,223,673
Kevin P. Ryan...................... 20,000 $ 100,396 -- 280,000 -- 4,496,388
Wenda Harris Millard............... 30,000 150,594 -- 90,000 -- 1,517,382
Barry M. Salzman................... -- -- -- 100,000 -- 1,529,200
John L. Heider..................... 9,000 52,853 -- 66,000 -- 1,028,760
</TABLE>
- ------------------------------
(1) There was no public trading market for the Common Stock as of December 31,
1997. Accordingly, these values have been calculated on the basis of the
initial public offering price of $17.00 per share, less the applicable
exercise price per share, multiplied by the number of shares underlying such
options.
9
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board of Directors advises the Chief
Executive Officer and the Board of Directors on matters of the Company's
compensation philosophy and the compensation of executive officers and other
individuals compensated by the Company. The Compensation Committee is also
responsible for the administration of the Company's stock option plans under
which option grants and direct stock issuances may be made to executive
officers. The Compensation Committee has reviewed and is in accord with the
compensation paid to executive officers in 1997.
GENERAL COMPENSATION POLICY. The fundamental policy of the Compensation
Committee is to provide the Company's executive officers with competitive
compensation opportunities based upon their contribution to the development and
financial success of the Company and their personal performance. It is the
Compensation Committee's objective to have a portion of each executive officer's
compensation contingent upon the Company's performance as well as upon such
executive officer's own level of performance. Accordingly, the compensation
package for each executive officer is comprised of two elements: (i) base salary
and (ii) long-term stock-based incentive awards which strengthen the mutuality
of interests between the executive officers and the Company's stockholders.
FACTORS. The principal factors which the Compensation Committee considered
with respect to each executive officer's compensation package for fiscal year
1997 are summarized below. The Compensation Committee may, however, in its
discretion apply entirely different factors in advising the Chief Executive
Officer and the Board of Directors with respect to executive compensation for
future years.
- BASE SALARY. The suggested base salary for each executive officer is
determined on the basis of the following factors: experience, personal
performance, the salary levels in effect for comparable positions within and
without the industry and internal base salary comparability considerations. The
weight given to each of these factors differs from individual to individual, as
the Compensation Committee deems appropriate.
- LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided
through grants of stock options. The grants are designed to align the interests
of each executive officer with those of the stockholders and provide each
individual with a significant incentive to manage the Company from the
perspective of an owner with an equity stake in the Company. Each option
generally becomes exercisable in installments over a four or five year period,
contingent upon the executive officer's continued employment with the Company.
Accordingly, the option grant will provide a return to the executive officer
only if the executive officer remains employed by the Company during the vesting
period, and then only if the market price of the underlying shares appreciates.
The number of shares subject to each option grant is set at a level intended
to create a meaningful opportunity for stock ownership based on the executive
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the industry, the individual's potential for increased
responsibility and promotion over the option term and the individual's personal
performance in recent periods. The Compensation Committee also considers the
number of unvested options held by the executive officer in order to maintain an
appropriate level of equity incentive for that individual. However, the
Compensation Committee does not adhere to any specific guidelines as to the
relative option holdings of the Company's executive officers. Stock options to
purchase an aggregate of 359,000 shares of Common Stock were granted to
executive officers in 1997.
CEO COMPENSATION. The plans and policies discussed above were the basis for
the 1997 compensation of the Company's Chief Executive Officer, Mr. Kevin J.
O'Connor. In advising the Board of Directors with respect to this compensation,
the Compensation Committee seeks to achieve two objectives: (i) establish a
level of base salary competitive with that paid by companies within the industry
which are of comparable
10
<PAGE>
size to the Company and by companies outside of the industry with which the
Company competes for executive talent and (ii) make a significant percentage of
the total compensation package contingent upon the Company's performance and
stock price appreciation. In accordance with these objectives, Mr. O'Connor
received a base salary of $126,250 for fiscal year 1997. No new stock options
were granted to Mr. O'Connor in fiscal year 1997; he currently holds a total of
[316,540] unexercised stock options.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). As a result of
Section 162(m) of the Internal Revenue Code of 1986, as amended, which was
enacted into law in 1993, the Company will not be allowed a federal income tax
deduction for compensation paid to certain executive officers, to the extent
that compensation exceeds $1 million per officer in any one year. This
limitation will apply to all compensation paid to the covered executive officers
which is not considered to be performance based. Compensation which does qualify
as performance-based compensation will not have to be taken into account for
purposes of this limitation. The 1997 Stock Incentive Plan contains certain
provisions which are intended to assure that any compensation deemed paid in
connection with the exercise of stock options granted under that plan with an
exercise price equal to the market price of the option shares on the grant date
will qualify as performance-based compensation.
The Compensation Committee does not expect that the compensation to be paid
to the Company's executive officers for 1998 will exceed the $1 million limit
per officer.
THE COMPENSATION COMMITTEE
Mark E. Nunnelly
David N. Strohm
W. Grant Gregory
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of October 31, 1998, by (i) each
Director and nominee for Director, (ii) each of the Named Executive Officers,
(iii) each person (or group of affiliated persons) who is known by the Company
to be a beneficial owner of 5% or more of the outstanding shares of Common
Stock, and (iv) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK
BENEFICIALLY PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) OWNERSHIP
- ------------------------------------------------------------ -------------------- -------------
<S> <C> <C>
Kevin J. O'Connor(2)........................................ 2,707,506 15.9%
Bain Funds(3)............................................... 2,182,060 13.0
David N. Strohm(4).......................................... 1,256,884 7.5
Dwight A. Merriman (5)...................................... 1,295,216 7.4
ABS Capital Partners II, L.P.(6)............................ 1,111,883 6.6
W. Grant Gregory(7)......................................... 644,778 3.8
Mark E. Nunnelly(8)......................................... 564,552 3.3
Kevin P. Ryan(9)............................................ 75,000 *
Wenda Harris Millard(10).................................... 62,500 *
Barry M. Salzman(11)........................................ 25,000 *
John L. Heider(12).......................................... 20,500 *
Donald Peppers(13).......................................... 4,500 *
Thomas S. Murphy(14)........................................ -- *
All directors and executive officers as a group (14 6,618,686
persons)(15).............................................. 38.6
</TABLE>
- ------------------------------
* Less than one percent.
(1) Gives effect to the shares of Common Stock issuable within 60 days of
October 31, 1998 upon the exercise of all options and other rights
beneficially owned by the indicated stockholders on that date. Beneficial
ownership is determined in accordance with the rules of the Commission and
includes voting and investment power with respect to shares. Unless
otherwise indicated, the persons named in the table have sole voting and
sole investment control with respect to all shares beneficially owned.
(2) Includes (i) 263,783 shares of Common Stock issuable upon the exercise of
stock options and (ii) 3,920 shares of Common Stock held by Nancy O'Connor,
Mr. O'Connor's wife, and (iii) 71,249 shares of Common Stock held by the KN
Trust, of which Nancy O'Connor is the trustee. Does not include 52,757
shares of Common Stock issuable upon exercise of stock options that do not
vest within 60 days of October 31, 1998.
(3) Consists of (i) 368,766 shares of Common Stock held by Bain Capital Fund V,
LP, whose sole general partner is Bain Capital Partners V, L.P., whose sole
general partner is Bain Capital Investors V, Inc., a Delaware corporation
wholly owned by W. Mitt Romney, (ii) 960,256 shares of Common Stock held by
Bain Capital Fund V-B, LP, whose sole general partner is Bain Capital
Partners V, L.P., whose sole general partner is Bain Capital Investors V,
Inc., a Delaware corporation wholly owned by W. Mitt Romney, (iii) 268,548
shares of Common Stock held by BCIP Associates, a Delaware general
partnership of which W. Mitt Romney is a general partner and a member of the
management committee (iv) 286,004 shares of Common Stock held by BCIP Trust
Associates, LP, a Delaware limited partnership of which W. Mitt Romney is a
general partner and a member of the management committee, (v) 225,998 shares
of Common Stock held by Brookside Capital Partners, LP, whose sole general
partner is Brookside Capital Investors, L.P., whose sole general partner is
Brookside Capital Investors Inc., a Delaware corporation wholly owned by W.
Mitt Romney, and (vi) 72,488 shares of Common Stock held by various persons
and entities associated with Thomas H. Lee Company, over which such 72,488
shares Bain Capital, Inc. has voting power. The address of these entities is
Two Copley Place, 7th Floor, Boston, Massachusetts 02116.
(4) Includes (i) 10,000 shares of Common Stock held by a revocable trust, of
which Mr. Strohm is the trustee; (ii) 623,442 shares of Common Stock held by
Greylock Equity Limited Partnership, whose general partner is Greylock
Equity GP Limited Partnership ("Greylock Equity GP"), of which Mr. Strohm is
a general partner, and (iii) 623,442 shares of Common Stock held by Greylock
IX Limited Partnership, whose general partner is Greylock IX GP Limited
Partnership ("Greylock IX GP"), of which Mr. Strohm is a general partner.
Mr. Strohm, together with the other general partners of Greylock Equity GP
and Greylock IX GP,
(FOOTNOTES CONTINUED ON FOLLOWING PAGES)
12
<PAGE>
(FOOTNOTES CONTINUED FROM PRECEDING PAGE)
shares voting and investment power with respect to the shares owned by
Greylock Equity GP and Greylock IX GP, respectively. Mr. Strohm disclaims
beneficial ownership of the shares held by Greylock Equity Limited
Partnership and Greylock IX Limited Partnership, except to the extent of his
pecuniary interest therein. The address of Greylock Equity Limited
Partnership and Greylock IX Limited Partnership is One Federal Street,
Boston, Massachusetts 02110. Does not include 5,000 shares of Common Stock
issuable upon the exercise of stock options that do not vest within 60 days
of October 31, 1998.
(5) Includes 118,416 shares of Common Stock issuable upon the exercise of stock
options. Does not include 23,683 shares of Common Stock issuable upon the
exercise of stock options that do not vest within 60 days of October 31,
1998.
(6) The address of ABS Capital Partners II, L.P. is 1 South Street, Baltimore,
Maryland 21202.
(7) Includes 493,796 shares of Common Stock beneficially owned by DC Investment
Corp, LLC, a Delaware limited liability company, of which Mr. Gregory is the
Manager. Mr. Gregory is a director of True North, of which BJK&E is a
subsidiary, and disclaims beneficial ownership of the 150,802 shares of
Common Stock beneficially owned by BJK&E. See "Certain Transactions". Does
not include 5,000 shares of Common Stock issuable upon the exercise of stock
options that do not vest within 60 days of October 31, 1998.
(8) Includes 268,548 shares of Common Stock held by BCIP Associates, a Delaware
general partnership of which Mr. Nunnelly is a general partner, and 286,004
shares of Common Stock held by BCIP Trust Associates, LP, a Delaware limited
partnership of which Mr. Nunnelly is a general partner. Mr. Nunnelly
disclaims beneficial ownership of such shares except to the extent of his
pecuniary interest therein. Does not include 500 shares of Common Stock
issuable upon the exercise of stock options that do not vest within 60 days
of October 31, 1998.
(9) Includes (i) 10,000 shares of Common Stock held by Pascaline
Servan-Schreiber, Mr. Ryan's wife, and (ii) 55,000 shares of Common Stock
issuable upon the exercise of stock options. Does not include 205,000 shares
of Common Stock issuable upon the exercise of stock options that do not vest
within 60 days of October 31, 1998.
(10) Includes 30,000 shares of Common Stock issuable upon the exercise of stock
options. Does not include 30,000 shares of Common Stock issuable upon the
exercise of stock options that do not vest within 60 days of October 31,
1998.
(11) Includes 13,125 shares of Common Stock issuable upon the exercise of stock
options. Does not include 75,000 shares of Common Stock issuable upon the
exercise of stock options that do not vest within 60 days of October 31,
1998.
(12) Includes 7,250 shares of Common Stock issuable upon the exercise of
options. Does not include 47,250 shares of Common Stock issuable upon the
exercise of stock options that do not vest within 60 days of October 31,
1998.
(13) Does not include 25,000 shares of Common Stock issuable upon the exercise
of stock options that do not vest within 60 days of October 31, 1998.
(14) Does not include 25,000 shares of Common Stock issuable upon the exercise
of stock options that do not vest within 60 days of October 31, 1998.
(15) Includes 380,999 shares of Common Stock issuable upon the exercise of stock
options that vest within 60 days of October 31, 1998. See notes 2 through
14.
13
<PAGE>
CERTAIN TRANSACTIONS
On June 4, 1997, the Company consummated the transactions (the "Merger")
contemplated by that certain Agreement and Plan of Merger (the "Merger
Agreement") with DoubleClick Acquisition Corp. ("Newco"), BJK&E, all then
holders of the Company's capital stock, and Bain Capital Fund V-B, L.P., BCIP
Associates, BCIP Trust Associates, L.P., Brookside Capital Partners Fund, L.P.,
Greylock Equity Limited Partnership, Greylock IX Limited Partnership and ABS
Capital Partners II, L.P. (collectively, the "Initial Investors"). Canaan
S.B.I.C., L.P., Canaan Equity, L.P., Canaan Capital Limited Partnership, Canaan
Offshore Limited Partnerhsip, Venrock Associates and Venrock Associates II, L.P.
(collectively, the "Additional Investors") subsequently joined as parties to the
Merger Agreement. Immediately prior to the Merger, the Initial Investors and the
Additional Investors held all of the 36,667 shares of Newco common stock, par
value $.001 per share (the "Newco Common Stock"), and Newco had assets of
$36,667,000 in cash. In the Merger, each share of Newco Common Stock was
converted into one share of the Company's convertible preferred stock. Upon
consummation of the Company's initial public offering, the shares of convertible
preferred stock were automatically converted into an aggregate of 6,234,434
shares of the Common Stock.
Immediately prior to the closing of the Merger, the Company delivered to
BJK&E $1,385,832 and a convertible promissory note in the principal amount of
$5,000,000 in partial satisfaction of all working capital advances made by BJK&E
to the Company. On December 30, 1997, BJK&E converted the convertible promissory
note into 779,302 shares of Common Stock.
On February 19, 1998, the Company granted non-qualified stock options to
purchase an aggregate of 115,000 shares of Common Stock to Jeffrey E. Epstein,
the Company's Chief Financial Officer, with an exercise price of $14.00 per
share.
For additional information regarding the grant of stock options to executive
officers and Directors, see "Executive Compensation and Other Information".
14
<PAGE>
CHANGE IN INDEPENDENT ACCOUNTANTS
On July 24, 1997, the Company dismissed KPMG Peat Marwick LLP and engaged
PricewaterhouseCoopers LLP (formerly Price Waterhouse LLP), independent public
accountants, as its independent accountants to audit its financial statements as
of, and for the period ended, December 31, 1998. The decision to change
independent accountants from KPMG Peat Marwick LLP to PricewaterhouseCoopers LLP
was approved by the Company's Board of Directors.
The Company believes, and has been advised by KPMG Peat Marwick LLP that it
concurs in such belief, that, for the period from January 23, 1996 (inception)
through December 31, 1996 and for the period from January 1, 1997 through July
24, 1997, the Company and KPMG Peat Marwick LLP did not have any disagreement on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreement, if not resolved to the
satisfaction of KPMG Peat Marwick LLP would have caused it to make reference in
connection with its report on the Company's financial statements to the subject
matter of the disagreement.
The report of KPMG Peat Marwick LLP on the Company's financial statements
for the period from January 23, 1996 (inception) through December 31, 1996 did
not contain an adverse opinion or a disclaimer of opinion, and was not qualified
or modified as to uncertainty, audit scope or accounting principles. During that
year there were no "reportable events" within the meaning of Item 304(a)(1)(v)
of Regulation S-K promulgated under the Securities Act of 1933, as amended.
15
<PAGE>
PROPOSAL 2
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
appointed PricewaterhouseCoopers LLP, independent public accountants, as
auditors of the Company to serve for the year ending December 31, 1998, subject
to the ratification of such appointment by the stockholders at the Annual
Meeting. A majority of the votes of the outstanding shares of Common Stock is
required to ratify the appointment of the auditors. A representative of
PricewaterhouseCoopers LLP will attend the Annual Meeting with the opportunity
to make a statement if he or she so desires and will also be available to answer
inquiries.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
16
<PAGE>
STOCKHOLDER PROPOSALS
In accordance with regulations issued by the Commission, stockholder
proposals intended for presentation at the 1999 Annual Meeting of Stockholders
must be received by the Secretary of the Company no later than July 22, 1999 if
such proposals are to be considered for inclusion in the Company's Proxy
Statement. A proposal, including any accompanying supporting statement, may not
exceed 500 words. In addition, the proxy solicited by the Board of Directors for
the 1999 Annual Meeting of Stockholders will confer discretionary authority to
vote on any stockholder proposal raised at the 1999 Annual Meeting of
Stockholders which is not described in the 1999 proxy statement unless the
Company has received notice of such proposal on or before October 6, 1999.
However, if the Company determines to change the date of the 1999 Annual Meeting
of Stockholders more than 30 days from December 21, the Company will provide
stockholders with a reasonable time before the Company begins to print and mail
its proxy materials for the 1999 Annual Meeting of Stockholders in order to
allow such stockholders an opportunity to make proposals in accordance with the
rules and regulations of the Commission.
OTHER MATTERS
Management knows of no matters that are to be presented for action at the
Annual Meeting other than those set forth above. If any other matters properly
come before the Annual Meeting, the persons named in the enclosed form of proxy
will vote the shares represented by proxies in accordance with their best
judgment on such matters.
Proxies will be solicited by mail and may also be solicited in person or by
telephone by some regular employees of the Company. The Company may also
consider the engagement of a proxy solicitation firm. Costs of the solicitation
will be borne by the Company.
By Order of the Board of Directors
/s/ Kevin J. O'Connor
Kevin J. O'Connor
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD
New York, New York
November 20, 1998
17
<PAGE>
(FORM OF PROXY)
DOUBLECLICK INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- DECEMBER 21, 1998
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY)
The undersigned stockholder of DoubleClick Inc. hereby appoints Kevin J.
O'Connor and Kevin P. Ryan, and each of them, with full power of substitution,
proxies to vote the shares of stock which the undersigned could vote if
personally present at the Annual Meeting of Stockholders of DoubleClick Inc. to
be held at 41 Madison Avenue, New York, New York, 10010 on December 21, 1998 at
9:00 a.m. (New York time).
1. ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)
<TABLE>
<S> <C>
/ / FOR nominees below / / WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for nominees below
</TABLE>
NOMINEES:
Kevin J. O'Connor, Mark E. Nunnelly, Thomas S. Murphy
INSTRUCTION: To withhold authority to vote for an individual nominee, write the
nominee's name on the space provided below.
- --------------------------------------------------------------------------------
2. RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
/ / FOR / / AGAINST / / ABSTAIN
WITH RESPECT TO proposal to ratify the selection of PricewaterhouseCoopers
LLP, independent public accountants, as auditors of the Company as described
in the Proxy Statement.
<PAGE>
3. IN THEIR DISCRETION UPON
SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE
MEETING.
UNLESS OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSAL
1 AND FOR PROPOSAL 2.
__________________________________
(Date)
__________________________________
Name(s) of Stockholder
__________________________________
Signature(s) of Stockholder
PLEASE DATE AND SIGN EXACTLY AS
YOUR NAME APPEARS ON THE ENVELOPE
IN WHICH THIS MATERIAL WAS MAILED.
IF SHARES ARE HELD JOINTLY, EACH
STOCKHOLDER SHOULD SIGN.
EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD USE FULL
TITLE AND, IF MORE THAN ONE, ALL
SHOULD SIGN. IF THE STOCKHOLDER IS
A CORPORATION, PLEASE SIGN FULL
CORPORATE NAME BY AN AUTHORIZED
OFFICER. IF THE STOCKHOLDER IS A
PARTNERSHIP, PLEASE SIGN FULL
PARTNERSHIP NAME BY AN AUTHORIZED
PERSON.
