SCHEDULE 14A INFORMATION
INFORMATION REQUIRED IN PROXY STATEMENT
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
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
COMMAND SYSTEMS, 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:
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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:
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4) Date Filed:
<PAGE>
COMMAND SYSTEMS, INC.
Dear Stockholder:
You are cordially invited to attend our Annual Meeting of Stockholders to
be held on Friday, May 21, 1999 at 10:00 AM, Eastern Time, at The Hartford Club,
46 Prospect Street, Hartford, Connecticut 06103.
The formal Notice of Meeting and the accompanying Proxy Statement set
forth proposals for your consideration this year. You are being asked to elect
five directors and to ratify the appointment of Ernst & Young LLP as the
independent accountants of the Company.
At the meeting, the Board of Directors will be pleased to report on the
affairs of Command, and a discussion period will be provided for questions and
comments of general interest to stockholders.
We look forward to greeting personally those of you who are able to be
present at the meeting. However, whether or not you are able to be with us at
the meeting, it is important that your shares be represented. Accordingly, you
are requested to sign, date and mail, at your earliest convenience, the enclosed
proxy in the envelope provided for your use.
Thank you for your cooperation.
Very truly yours,
/s/ Edward G. Caputo
EDWARD G. CAPUTO
President, Chief Executive Officer and Chairman of
the Board
April 21, 1999
<PAGE>
COMMAND SYSTEMS, INC.
76 Batterson Park Road
Farmington, CT 06032
------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 21, 1999
------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Command Systems, Inc. (the "Company") will be held on Friday, May 21, 1999 at
10:00 AM, Eastern Time, at The Hartford Club, 46 Prospect Street, Hartford,
Connecticut 06103, for the following purposes:
(1) To elect five directors to serve for terms of one to three years
according to classes;
(2) To consider and act upon a proposal to ratify the appointment of
Ernst & Young LLP as the Company's independent accountants for the fiscal
year ending December 31, 1999; and
(3) To transact such other business as may properly come before the
Annual Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 16, 1999
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you plan to attend the Annual Meeting in person,
each stockholder is urged to complete, date and sign the enclosed form of proxy
and return it promptly in the envelope provided. No postage is required if the
proxy is mailed in the United States. Stockholders who attend the Annual Meeting
may revoke their proxy and vote their shares in person.
By Order of the Board of Directors
/s/ Stephen L. Willcox
STEPHEN L. WILLCOX
Secretary
Farmington, Connecticut
April 21, 1999
<PAGE>
COMMAND SYSTEMS, INC.
76 Batterson Park Road
Farmington, CT 06032
----------------------------------------
PROXY STATEMENT
----------------------------------------
GENERAL INFORMATION
General
This Proxy Statement (first mailed to stockholders on or about April 21,
1999) is furnished to the holders of Common Stock, par value $.01 per share (the
"Common Stock"), of Command Systems, Inc. (the "Company") in connection with the
solicitation by the Board of Directors of the Company of proxies for use at the
Annual Meeting of Stockholders (the "Annual Meeting"), or at any adjournment
thereof, pursuant to the accompanying Notice of Annual Meeting of Stockholders.
The Annual Meeting will be held on Friday, May 21, 1999 at 10:00 AM, Eastern
Time, at The Hartford Club, 46 Prospect Street, Hartford, Connecticut.
It is proposed that at the Annual Meeting: (i) five directors will be
elected to serve for terms of one to three years according to classes and (ii)
the appointment of Ernst & Young LLP as the independent accountants of the
Company for the fiscal year ending December 31, 1999 will be ratified.
Management currently is not aware of any other matters which will come
before the Annual Meeting. If any other matters properly come before the Annual
Meeting, the persons designated as proxies intend to vote in accordance with
their best judgment on such matters.
Proxies for use at the Annual Meeting are being solicited by the Board of
Directors of the Company. Proxies will be solicited chiefly by mail; however,
certain officers, directors, employees and agents of the Company, none of whom
will receive additional compensation therefor, may solicit proxies by telephone,
telegram or other personal contact. The Company will bear the cost of the
solicitation of the proxies, including postage, printing and handling and will
reimburse the reasonable expenses of brokerage firms and others for forwarding
material to beneficial owners of shares of Common Stock.
Revocability and Voting of Proxy
A form of proxy for use at the Annual Meeting and a return envelope for
the proxy are enclosed. Unless otherwise indicated on the form of proxy, shares
of Common Stock represented by any proxy in the enclosed form, assuming the
proxy is properly executed and received by the Company prior to the Annual
Meeting, will be voted with respect to the following items on the agenda: (i)
the election of each of the nominees for director as shown on the form of proxy;
and (ii) the appointment of Ernst & Young LLP as the independent accountants of
the Company.
Stockholders may revoke the authority granted by their execution of a
proxy at any time prior to the effective exercise of the powers conferred by
that proxy, by filing with the Secretary of the Company a written notice of
revocation or a duly executed proxy bearing a later date, or by voting in person
at the
<PAGE>
meeting. Shares of Common Stock represented by executed and unrevoked proxies
will be voted in accordance with the instructions specified in such proxies. If
no specifications are given, the proxies intend to vote the shares represented
thereby "for" the election of each of the nominees for director as shown on the
form of proxy and "for" the ratification of the appointment of Ernst & Young LLP
as the independent accountants of the Company, and in accordance with their best
judgment on any other matters which may properly come before the meeting.
Record Date and Voting Rights
On April 16, 1999, there were 7,656,750 shares of Common Stock
outstanding, each of which shares is entitled to one vote upon each of the
matters to be presented at the Annual Meeting. Only stockholders of record at
the close of business on April 16, 1999 are entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof. The holders of a majority of the
outstanding shares of Common Stock, present in person or by proxy and entitled
to vote, will constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes will be counted for purposes of determining the presence or absence of
a quorum but will not be counted with respect to the specific matter being voted
upon. "Broker non-votes" are shares held by brokers or nominees which are
present in person or represented by proxy, but which are not voted on a
particular matter because instructions have not been received from the
beneficial owner.
The affirmative vote of the holders of a plurality of the shares of Common
Stock present in person or represented by proxy and entitled to vote at the
Annual Meeting is required for the election of directors. The affirmative vote
of the holders of a majority of the shares of Common Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting is required for
the ratification of the appointment of Ernst & Young LLP.
-2-
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK BY
CERTAIN STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of April 16, 1999 regarding
the beneficial ownership of the Company's Common Stock of: (i) each person known
by the Company to own beneficially more than five percent of the outstanding
Common Stock; (ii) each director and nominee for director of the Company; (iii)
each executive officer named in the Summary Compensation Table (see "Executive
Compensation" below); and (iv) all directors and executive officers of the
Company as a group.
<TABLE>
<CAPTION>
Amount and Nature of Beneficial Percentage of
Name and Address of Beneficial Owner(1) Ownership of Common Stock(2) Common Stock
- ------------------------------------ ------------------------------- -------------
<S> <C> <C>
Edward G. Caputo................................... 3,972,500 51.9%
Phoenix Home Life Mutual
Insurance Company............................... 579,250(3) 7.6%
One American Row
P.O. Box 5956
Hartford, CT 06102
Stephen L. Willcox................................. 20,000(4) *
Lee Lapioli........................................ -- --
Mary Lou Welch..................................... 2,500(4) *
William P. Scharfenstein........................... 3,000(4) *
John J.C. Herndon.................................. 581,750(5) *
James M. Oates..................................... 8,500(6) *
Joseph D. Sargent.................................. 7,500(6) *
All directors and executive officers as a group
(10 persons)....................................... 4,613,950(7) 60.3%
</TABLE>
- ----------
* Less than one percent.
(1) The address of each named individual is c/o Command Systems, Inc., 76
Batterson Park Road, Farmington, CT 06032.
(2) Except as otherwise indicated, each named beneficial owner has the sole
voting and investment power over the shares listed opposite such
beneficial owner's name.
(3) The shares are owned through PHL Global Holding Co., an indirect wholly
owned subsidiary of Phoenix Home Life Mutual Insurance Company
("Phoenix").
(4) Represents shares of Common Stock which may be acquired within 60 days
upon the exercise of options.
(5) Includes 579,250 shares owned by Phoenix. Mr. Herndon is the Vice
President of Strategic Development for Phoenix, a New York domiciled
mutual life insurance company. Mr. Herndon expressly disclaims beneficial
ownership of such shares. Also includes 2,500 shares of Common Stock which
may be acquired within 60 days upon the exercise of options.
(6) Includes an aggregate of 2,500 shares of Common Stock which may be
acquired upon the exercise of options.
(7) Includes an aggregate of 62,500 shares of Common Stock which may be
acquired by directors and executive officers within 60 days upon the
exercise of options.
-3-
<PAGE>
PROPOSAL NO. 1--ELECTION OF DIRECTORS
Five directors (constituting the entire Board) are to be elected at the
Annual Meeting. Unless otherwise specified, the enclosed proxy will be voted in
favor of the persons named below (all of whom are currently directors of the
Company). The Board of Directors has been classified pursuant to the Company's
Amended and Restated Certificate of Incorporation, as amended (the "Certificate
of Incorporation"). Under the Certificate of Incorporation, on or prior to the
date on which the Company first provides notice of an annual meeting of the
stockholders, or a special meeting in lieu thereof, following the initial public
offering, the Board of Directors is required to divide the directors nominated
for election at such meeting into three classes. These classes are required to
be as nearly equal in number as reasonably possible. The Annual Meeting is the
Company's first annual meeting since its initial public offering in March 1998.
Accordingly, the Board of Directors has divided the Board into three classes.
The term of office of the first class expires at the first annual meeting of
stockholders or any special meeting in lieu thereof following the Annual
Meeting. The term of office of the second class expires at the second annual
meeting of stockholders or any special meeting in lieu thereof following the
Annual Meeting. The term of office of the third class expires at the third
annual meeting of stockholders or any special meeting in lieu thereof following
the Annual Meeting. At each annual meeting of stockholders or special meeting in
lieu thereof following the Annual Meeting, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders or special meeting in lieu
thereof after their election and until their successors are duly elected and
qualified.
Mr. Willcox will serve as a Class I director for a term expiring at the
annual meeting of stockholders held in 2000 or at a special meeting held in lieu
thereof; Messrs. Herndon and Sargent will serve as Class II directors for a term
expiring at the annual meeting of stockholders held in 2001 or at a special
meeting held in lieu thereof; and Messrs. Caputo and Oates will serve as Class
III directors for a term expiring at the annual meeting of stockholders held in
2002 or at a special meeting held in lieu thereof. If any of these nominees
becomes unavailable for any reason, or if a vacancy should occur before the
election, the shares represented by the proxy will be voted for the person, if
any, who is designated by the Board of Directors to replace the nominee or to
fill the vacancy on the Board. All nominees have consented to be named and have
indicated their intent to serve if elected. The Board of Directors has no reason
to believe that any of the nominees will be unable to serve or that any vacancy
on the Board of Directors will occur.
The nominees, their respective ages, the year in which each first became a
director of the Company and their principal occupations or employment during the
past five years are as follows:
<TABLE>
<CAPTION>
Year First Principal Occupation
Nominee Age Became Director During the Past Five Years
- ------- --- --------------- --------------------------
<S> <C> <C> <C>
Edward G. Caputo........ 49 1985 President and Chief Executive Officer and
Chairman of the Board of Directors of the
Company since its inception in 1985.
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Stephen L. Willcox...... 47 1997 Executive Vice President, Chief Operating
Officer and Secretary of the Company since
December 1997. Strategic and Financial
Consultant to the Company from January 1995
to December 1997. Various executive
capacities, including President and Chief
Operating Officer, of United HealthCare
Administrators, Inc. (including its
predecessor), a subsidiary of United
HealthCare, from January 1995 to December
1996. Vice President of Corporate Finance
and Vice President of Employee Benefits for
The Travelers Corporation from January 1993
to December 1994.
John J.C. Herndon....... 67 1997 Vice President of Strategic Development for
Phoenix since April 1996. Consultant to the
Advest Group in 1995. President of the
Connecticut Development Authority and
Deputy Chief of Staff for Connecticut
Governor Lowell Weicker from 1993 to 1994.
James M. Oates.......... 52 1997 Chairman of IBEX Capital Markets, LLC
since November 1996. Managing Director of
the Wydown Group since 1994. President and
Chief Executive Officer of Neworld Bancorp
from 1984 to 1994.
Joseph D. Sargent....... 69 1998 Chairman and Principal of Bradley, Foster &
Sargent since 1993. Vice Chairman and
Director of Connecticut Surety Corporation
and its affiliates since 1998. Chairman and
Director of S-K-I Ltd. from 1995 to 1996.
Chairman and Vice Chairman of Conning &
Company from 1991 to 1995. Director of
Trenwick Group Inc., E.W. Blanch Holdings,
Policy Management Systems Corporation,
Mutual Risk Management Ltd., MMI
Companies, Inc. and Executive Risk, Inc.
</TABLE>
The Board of Directors of the Company has an Audit Committee and a
Compensation Committee. During the year ended December 31, 1998, the Board of
Directors held 13 meetings.
The Audit Committee, composed of John J.C. Herndon, James M. Oates and
Joseph D. Sargent, is charged with reviewing results and scope of audits and
other services provided by the Company's independent accountants. The Audit
Committee met two times during the year ended December 31, 1998.
The Compensation Committee is composed of John J.C. Herndon, James M.
Oates and Joseph D. Sargent. The Compensation Committee reviews the compensation
levels of the Company's executive officers, makes recommendations to the Board
of Directors concerning salaries and incentive compensation for the Company's
employees and consultants and establishes and approves salaries and incentive
compensation for the Company's executive officers. The Compensation Committee
also administers the Company's 1997 Employee, Director and Consultant Stock
Plan. The Compensation Committee met one time in the year ended December 31,
1998.
-5-
<PAGE>
During the fiscal year ended December 31, 1998, each of the directors
attended 75% or more of the aggregate number of meetings of the Board of
Directors and committees on which he served.
Vote Required
The five nominees receiving the highest number of affirmative votes of the
shares present in person or represented by proxy and entitled to vote for them
shall be elected as directors. Only votes cast for a nominee will be counted,
except that the accompanying proxy will be voted for all nominees in the absence
of instructions to the contrary. Abstentions, broker non-votes and instructions
on the accompanying proxy card to withhold authority to vote for one or more
nominees will not be counted as a vote for any such nominee.
THE BOARD OF DIRECTORS DEEMS THE ELECTION AS DIRECTORS OF THE FIVE
NOMINEES LISTED ABOVE TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THESE NOMINEES.
MANAGEMENT AND DIRECTORS
Directors and Executive Officers
Our directors and executive officers are as follows:
Edward G. Caputo 49 President, Chief Executive Officer and Chairman
of the Board of Directors
Stephen L. Willcox 47 Executive Vice President, Chief Operating
Officer, Secretary and Director
Robert B. Dixon 62 Vice President of Finance and Treasurer
Glenn M. King 46 Vice President of Marketing and Assistant
Secretary
Mary Lou Welch 51 Vice President of Sales
William P. Scharfenstein 51 Vice President of Professional Services
William Tamburro 43 Vice President of Recruiting
John J.C. Herndon(1)(2) 67 Director
James M. Oates(1)(2) 52 Director
Joseph D. Sargent(1)(2) 69 Director
- -----------
(1) Member of Audit Committee
(2) Member of Compensation Committee
Edward G. Caputo founded Command in April 1985 and has served as its
President, Chief Executive Officer and Chairman of the Board of Directors since
its inception. Prior to founding Command, for eight years Mr. Caputo served as
President of Computech, Inc., a privately held consulting services company which
he founded in 1977 and sold to Price Warehouse in 1985. From 1972 until he
founded Computech, Mr. Caputo was a programmer for Electronic Data Systems, a
systems integration company.
Stephen L. Willcox has served as Executive Vice President, Chief Operating
Officer and Secretary since December 1997 and as a Director of Command since
October 1997. From July 1997 until December 1997, Mr. Willcox served as a
strategic and financial consultant for Command. From January 1995 to December
1996, Mr. Willcox served in various executive capacities, including President
and Chief Operating
-6-
<PAGE>
Officer, of United HealthCare Administrators, Inc. (including its predecessor),
a subsidiary of United HealthCare, a publicly held managed care company. From
January 1993 to December 1994, Mr. Willcox served as the Vice President of
Employee Benefits for The Travelers Corporation. From January 1982 to December
1992, Mr. Willcox held various positions in the Travelers Insurance Companies,
where he most recently served as its Vice President of Corporate Finance. From
1973 to 1981, Mr. Willcox was employed by Coopers & Lybrand, including as
General Practice Manager. Mr. Willcox is also a Certified Public Accountant and
a Certified Management Accountant.
Robert B. Dixon has served as our Vice President of Finance since March
1997 and as our Treasurer since December 1997. From October 1996 to March 1997,
Mr. Dixon served as a Financial Consultant to Command. From July 1993 to October
1996, Mr. Dixon served as the Deputy Director and Executive Vice President of
the Connecticut Development Authority, a quasi-public merchant bank that was
responsible for the economic development of the State of Connecticut. In 1986
Mr. Dixon founded Dixon & Associates, a financial consulting services firm, and
from inception until July 1993, Mr. Dixon served as its principal. Previously,
Mr. Dixon has held senior financial positions with Citibank, The Hertz
Corporation, The Gillette Company and The Ford Motor Company.
Glenn M. King has been employed by Command in various capacities since
September 1986, most recently as Vice President of Marketing and Assistant
Secretary since October 1998, as Vice President of Recruiting from June 1998 to
October 1998 and as Vice President of Marketing from November 1997 through June
1998. From May 1983 to September 1986, Mr. King served as a Systems Analyst for
the Travelers Insurance Company, the Hartford Insurance Group and Vantage
Computer Systems. From May 1979 to May 1983, Mr. King served as a Licensed
Insurance Adjuster for Metropolitan Property and Casualty Insurance Co.
Mary Lou Welch has served as our Vice President of Sales since June 1998,
and also served as our Vice President of Recruiting from November 1997 through
June 1998. From July 1995 to July 1997, Ms. Welch served as Vice President of
Sales and Marketing for Portable Data Collection for WPI Oyster/Termiflex. From
November 1994 to July 1995, Ms. Welch served as Director of Marketing for
Worldwide Services for Data General Corporation. From June 1984 to November
1994, Ms. Welch held various positions from Sales Executive to Director of
Marketing to the banking industry for Digital Equipment Corporation. From June
1977 to June 1984, Ms. Welch served as a Sales Representative for Control Data
Corporation.
William P. Scharfenstein has served as Vice President of Professional
Services since October 1998 and Vice President of Operations from February 1998
to October 1998. From 1973 to February 1998, Mr. Scharfenstein served in various
capacities for Pratt & Whitney including Senior Systems Programmer, Business
Support from 1973 to 1982, Senior Systems Analyst, Operations Research from 1982
to 1986, Superior Systems Programming & Operations from 1986 to 1992, MIS
Manager, Powerplant Production from 1992 to June 1997, and MIS Manager, Eagle
Service from July 1997 to February 1998. Previously, Mr. Scharfenstein served as
Systems Analyst for Dunham-Bush, Beneficial Computing Services and Travelers
Insurance Company.
William Tamburro has served as Vice President of Recruiting since October
1998. From June 1990 until October 1998 Mr. Tamburro served as Vice President of
Information Systems recruiting for J. Morrissey & Co. From May 1985 until June
1990 Mr. Tamburro was employed in the recruiting and sales area of Command.
Previously, Mr. Tamburro performed programming functions with Computech, Inc., a
privately-held consulting services company.
-7-
<PAGE>
John J.C. Herndon has served as a Director of Command since December 1997.
Mr. Herndon has served as the Vice President of Strategic Development for
Phoenix since April 1996. In 1995, Mr. Herndon was a consultant to the Advest
Group and successfully raised a venture capital fund for investment in companies
based in Connecticut. From 1993 to 1994, he was President of the Connecticut
Development Authority, a quasi-public merchant bank for economic development,
and he served as Deputy Chief of Staff under Governor Lowell Weicker. From 1977
to 1985, Mr. Herndon was Senior Vice President of City Investing Company in New
York, a diversified international corporation engaged in insurance,
manufacturing, construction and consumer services.
James M. Oates has served as a Director of Command since December 1997. In
addition, since November 1996 to the present he has been the Chairman of IBEX
Capital Markets, LLC. Mr. Oates currently is, and since 1994 has been, Managing
Director of the Wydown Group, a consulting firm specializing in start-ups and
growth strategies. From 1984 to 1994, Mr. Oates served as President and Chief
Executive Officer of Neworld Bancorp. From 1983 to 1984, Mr. Oates served as
President and Chief Operating Officer of Burgess and Leith, a full service
brokerage firm. From 1977 to 1983, Mr. Oates served as President and Chief
Operating Officer to Metro Bancholding Corporation. From 1973 to 1977, Mr. Oates
served as Vice President of Centerre Bank, N.A. Mr. Oates serves on the Board of
Directors of Investors Financial Services, Inc., Stifel Financial, Phoenix
Investment Partners, Plymouth Rubber Company and Connecticut River Bancorp, all
of which are publicly traded companies, and Phoenix Funds, Investors Bank &
Trust, The Govett Funds and Emerson Investment.
Joseph D. Sargent has served as a Director of Command since January 1998.
Mr. Sargent has served as Chairman and Principal of Bradley, Foster & Sargent
since 1993. Mr. Sargent also currently serves as Vice Chairman and Director of
Connecticut Surety Corporation and its several affiliates. From 1995 to 1996,
Mr. Sargent served as Chairman and Director of S-K-I Ltd. Mr. Sargent served as
Chairman, and later as Vice Chairman, of Conning & Company, an investment
banking firm, from 1991 to 1995 and as its Chairman and Chief Executive Officer
from 1988 to 1991. Mr. Sargent is a Director of Trenwick Group Inc., E.W. Blanch
Holdings, Policy Management Systems Corporation, Mutual Risk Management Ltd.,
MMI Companies, Inc. and Executive Risk, Inc., all of which are publicly held
companies.
During the period of Mr. Willcox's service as Vice President of Corporate
Finance for The Travelers Corporation, the Securities and Exchange Commission
commenced an investigation into the manner in which Travelers and its
wholly-owned subsidiary, The Travelers Insurance Company, implemented an
accounting rule known as FAS 97. FAS 97 was promulgated by the Financial
Accounting Standards Board in 1988. The rule required the elimination in 1989 of
certain types of reserves for real estate investments. The Commission contended
that Travelers had omitted to state material facts in its 1988 annual report and
in the 1989 annual and quarterly reports of Travelers and its subsidiary by (1)
failing to eliminate a $231 million risk reserve and (2) taking a $231 million
charge against its 1989 earnings, which would have reduced Travelers' 1989
earnings to $277 million from the reported $508 million.
In early 1989, Travelers' Chief Financial Officer assigned Mr. Willcox to
assemble and lead a task force to recommend the proper implementation of FAS 97
with respect to certain reserves maintained by the subsidiary's Asset Management
and Pension Services Department. The task force consisted of several of
Travelers employees, representing a cross-section of Travelers' employees with
information relevant to the implementation of FAS 97, and included
representatives from that department and Travelers' financial standards,
corporate tax, and financial reporting units. While the task force reviewed
information provided by the Asset Management and Pension Services Department
personnel regarding how the reserve was developed and funded, representatives
from Travelers and its independent accountants, a nationally-recognized
accounting firm, also worked on the subsidiary's implementation of FAS 97.
-8-
<PAGE>
Following investigative proceedings pursuant to Section 21 C of the
Exchange Act of 1934, the Commission in May 1994 entered into an order:
o requiring Travelers and its subsidiary to restate their consolidated
financial statements as of and for the year ended December 31, 1989
in order to implement FAS 97 properly and
o directing the subsidiary, Travelers' Chief Financial Officer and Mr.
Willcox to cease and desist from violating or causing violations of
Section 13(a) of the Exchange Act and Rules 12b-20, 13a-1 and
13a-13.
As part of the settlement with the commission, Travelers, its Chief
Financial Officer, Traveler's subsidiary and Mr. Willcox agreed to the
Travelers' order without admitting or denying the charges. Following the release
of the Travelers' order, the AICPA closed an investigation as to whether Mr.
Willcox violated its Codes of Professional Conduct or the code of the
Connecticut Society of CPAs and took no action.
There are no family relationships among any of our executive officers and
directors.
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning the
compensation earned by (1) our President and Chief Executive Officer and (2) our
four other most highly compensated executive officers whose total salary for
fiscal 1998 exceeded $100,000, for services rendered to Command and its
subsidiaries in all capacities during each of the fiscal years indicated. No
executive who would otherwise have been includable in such table on the basis of
salary and bonus earned for fiscal 1998 has resigned or otherwise terminated
employment during fiscal 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Long-Term
Compensation(1) Compensation
------------------------- ------------
Common Stock
Underlying
Name and Principal Position Year Salary ($) Bonus ($) Options (#)
- --------------------------- ---- ---------- --------- -----------
<S> <C> <C> <C> <C>
Edward G. Caputo-- President 1998 150,000 0 0
and Chief Executive Officer........... 1997 151,198 0 0
Stephen L. Willcox-- Executive 1998 175,000 0 50,000
Vice President and Chief 1997 0 0 0
Operating Officer ..................
Lee Lapioli-- Former Vice 1998 150,000 0 0
President of Education and 1997 116,574 0 0
Training ...........................
Mary Lou Welch-- Vice 1998 146,250 0 0
President of Sales ................... 1997 21,854 0 12,500
William P. Scharfenstein-- Vice 1998 137,500 0 12,500
President of Professional Services ... 1997 0 0 0
</TABLE>
- ----------
(1) Amounts reflected do not include perquisites and other personal benefits
received by any named executive, which, in all instances, were less than
the lesser of $50,000 or 10% of the total of annual salary and bonus
reported for the named executive.
-9-
<PAGE>
The following table provides information related to options granted to the
named executive officers during the fiscal year ended December 31, 1998.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------
% of Total Potential Realizable Value at
Options Assumed Annual Rates of
Granted to Stock Price Appreciation
Options Employees in Exercise or For Option Term(2)
Granted Fiscal Base Price Expiration ------------------
Name (#)(1) Year ($/share) Date 5% ($) 10% ($)
- ---- ------ ---- --------- ----
<S> <C> <C> <C> <C> <C> <C>
Edward G. Caputo -- -- -- -- -- --
Stephen L. Willcox 50,000 53.1% $9 1/1/08 733,003 1,167,184
Lee Lapioli -- -- -- -- -- --
Mary Lou Welch -- -- -- -- -- --
William P. Scharfenstein 12,500 13.3% $12 3/12/08 244,334 389,061
</TABLE>
- ----------
(1) Options are granted pursuant to and in accordance with our 1997 Employee,
Director and Consultant Stock Plan.
(2) Potential realizable value is based on the assumption that the price per
share of common stock appreciates at the assumed annual rate of stock
appreciation for the option term. The assumed 5% and 10% annual rates of
appreciation compounded annually over the term of the option are set forth
in accordance with the rules and regulations adopted by the Securities and
Exchange Commission and do not represent our estimate of stock price
appreciation.
The following table sets forth information with respect to (i) stock
options exercised in the fiscal year ended December 31, 1998 by the persons
named in the Summary Compensation Table and (ii) unexercised stock options held
by such individuals at December 31, 1998.
Aggregated Option Exercises In Last Fiscal Year
And Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised in-
Options Held at Fiscal the-Money Options at Fiscal
Year End (#) Year End ($) (1)
---------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Edward G. Caputo............... -- -- -- --
Stephen L. Willcox............. 20,000 30,000 0 0
Lee Lapioli.................... -- -- -- --
Mary Lou Welch................. 2,500 10,000 0 0
William P. Scharfenstein....... 2,500 10,000 0 0
</TABLE>
- ----------
(1) Computed based upon the difference between the last sale price per share
of the Company's Common Stock of $3.38 on December 31, 1998 and the
exercise price of (i) $9.00 per share in the case of Mr. Willcox and Ms.
Welch and (ii) $12.00 per share in the case of Mr. Scharfenstein.
-10-
<PAGE>
Employment Agreements
The Company and Mr. Caputo have entered into an employment agreement with
an initial term expiring January 1, 2001, which will be automatically extended
annually for an additional period of one year unless either Mr. Caputo or the
Company gives 60 days' prior written notice to the other that such automatic
extension will not occur. The employment agreement sets forth:
o the terms of Mr. Caputo's employment as President and Chief
Executive Officer,
o Mr. Caputo's agreement not to compete with the Company by rendering
information technology consulting or staffing services to customers
in the insurance, banking, brokerage or other financial services
industries during the term of his employment and for a period of two
years following the expiration or termination of such employment and
o Mr. Caputo's agreement to protect and preserve information and
property which is confidential and proprietary to the Company.
The employment agreement does not provide for any specified compensation
to Mr. Caputo and contains no provisions regarding compensation in the event of
his severance or upon a change of control of Command.
The Company and Mr. Willcox have entered into an employment agreement
pursuant to which, among other things, in the event that Mr. Willcox's
employment is terminated voluntarily or by the Company for any reason other than
for "cause" as defined in the agreement, Mr. Willcox will be entitled to a
severance payment equal to one-half of his annual base salary in effect on the
date of termination, but in no event less than $87,500. The Company may pay this
severance either as a lump sum or over a six-month period following termination.
Compensation of Directors
Non-employee directors each receive a monthly fee of $1,000 and are
reimbursed for reasonable out-of-pocket expenses incurred in attending meetings.
Non-employee directors are also eligible for participation in our 1997 Employee,
Director and Consultant Stock Plan. We have granted non-qualified stock options
to non-employee directors as an incentive to join or remain on the Board of
Directors. We may do the same in the future. Upon joining the Board of
Directors, each of Messrs. Herndon and Oates were granted an option to purchase
5,000 shares of common stock at an exercise price of $9.00 per share, 25% of
which vested immediately and the remainder of which will vest ratably on each of
the first, second and third anniversary of the date of the initial grant. Mr.
Sargent has been granted an option, effective as of March 12, 1998, to purchase
5,000 shares of common stock at an exercise of $12.00 per share. Of this option,
25% vested immediately and an additional 25% vested on March 12, 1999; the
remainder will vest ratably on each of March 12, 2000 and March 12, 2001.
Compensation Committee Report on Executive Compensation
The Compensation Committee of the Board of Directors advises the Chief
Executive Officer and the Board of Directors on compensation matters generally,
determines the compensation of the Chief Executive Officer, reviews and takes
action on the recommendation of the Chief Executive Officer as to the
appropriate compensation of other officers and key personnel, and approves the
grants of bonuses to officers and key personnel. The Compensation Committee is
also responsible for the administration of the Company's 1997 Employee, Director
and Consultant Stock Plan.
-11-
<PAGE>
General Compensation Policy For Executive Officers. 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
each executive officer's own level of performance. Accordingly, the compensation
package for each executive officer is comprised of three elements: (i) base
salary which reflects individual performance and is designed primarily to be
competitive with salary levels in the industry, (ii) cash bonuses which reflect
the achievement of performance objectives and goals, and (iii) 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 for fiscal 1998 are summarized
below. The Compensation Committee may, however, in its discretion apply entirely
different factors with respect to executive compensation for future years.
o Base Salary. The 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. Base salaries are generally reviewed on
an annual basis, with adjustments made in accordance with the
factors indicated above. In addition, in reviewing annual
adjustments, the Compensation Committee takes into account the
Company's performance in the fiscal year then ended.
o Bonus. The incentive compensation of executive officers is closely
related to Company performance. A portion of the cash compensation
of executive officers consists of contingent compensation. Bonus
awards are based on, among other things, performance objectives and
goals that are tailored to the responsibilities and functions of key
executives. The Compensation Committee felt that the Company's
executives and key employees reached personalized performance
objectives, and contributed to the Company's successful completion
of its initial public offering in March 1998 and to the Company's
revenue growth during 1998. As a result of the Company's earnings
performance during 1998, however, the Compensation Committee did not
approve any bonuses to its executive officers for 1998.
o 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 grant allows the
individual to acquire shares of the Company's Common Stock at a
fixed price per share (generally, the market price on the grant
date) over a specified period of time (up to ten years). Each option
generally becomes exercisable in installments over a 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
Company granted certain options prior to its initial public
offering. As a result of the Company's performance for the year
ended December 31, 1998, however, the Compensation Committee did not
grant stock options to its executive officers at the end of 1998.
CEO Compensation. In determining the base salary payable to the Company's Chief
Executive Officer in 1998, the Compensation Committee considered the CEO's
performance in fiscal 1997, and the Company's performance in fiscal 1997. The
Compensation Committee felt that Mr. Caputo was instrumental in assisting
-12-
<PAGE>
the Company to complete its initial public offering and increase its revenues
during 1998. As a result of the Company's earnings results, however, the
Compensation Committee determined not to grant any of the Company's executive
officers, including Mr. Caputo, a year-end bonus or stock option grant.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the
Internal Revenue Code generally denies a federal income tax deduction for
certain compensation exceeding $1,000,000 paid to the Chief Executive Officer or
any of the four other highest paid executive officers, excluding (among other
things) certain performance-based compensation. Through December 31, 1998, this
provision has not affected the Company's tax deductions, but the Committee will
continue to monitor the potential impact of Section 162(m) on the Company's
ability to deduct executive compensation.
Compensation Committee
John J.C. Herndon, Chairman of the Compensation Committee
James M. Oates
Joseph D. Sargent
Compensation Committee Interlocks and Insider Participation
The Company's Board of Directors did not have a Compensation Committee
during 1997. Consequently, all Directors participated in deliberations
concerning executive compensation, including decisions relative to their own
compensation. In January 1998 following the addition of Messrs. Herndon and
Oates, the Board of Directors created a Compensation Committee. 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. Mr. Herndon is the Vice President of Strategic Development for
Phoenix Home Life Mutual Insurance Company. Mr. Oates is a director of Phoenix
Duff & Phelps and Phoenix Funds which are affiliates of Phoenix. See "Certain
Relationships and Related Transactions."
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who beneficially own more than ten percent of the Company's Common
Stock, to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission (the "SEC"). Executive officers,
directors and greater than ten percent beneficial owners are required by the SEC
to furnish the Company with copies of all Section 16(a) forms they file.
Based upon a review of the copies of such forms furnished to the Company
and written representations from the Company's executive officers and directors,
the Company believes that during fiscal 1998 all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
ten percent beneficial owners were complied with on a timely basis, except that
William P. Scharfenstein, James M. Oates and Joseph D. Sargent inadvertently
failed to file Form 4s to report the purchase of 500 shares, 6,000 shares and
5,000 shares of Common Stock, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Phoenix
In June 1996, the Company entered into an agreement with Phoenix to
establish an offshore technology resource center in Bangalore, India. In
connection therewith, the Company formed Command International Holdings, LLC, a
corporation organized under the laws of Mauritius ("Command Holdings"),
-13-
<PAGE>
and Command International Software Pvt., an Indian unlimited liability company
("Command Software"). Pursuant to the terms of the agreement the Company owned
100% of the outstanding equity of Command Holdings which in turn owned 51% of
the outstanding equity of Command Software. The remaining 49% ownership in
Command Software was owned by PHL Global Holding Co., a wholly-owned subsidiary
of PM Holdings, Inc., which in turn is wholly-owned by Phoenix. During 1996 and
1997, Phoenix made certain advances to the Company and Command Holdings. Notes
evidencing these advances (the "Notes") bore interest at 15% per annum and were
due and payable in full five years from the date of each such Note. At the time
the offshore technology resource center was established, the only relationship
between the Company and Phoenix was that the Company provided information
technology services to Phoenix.
On August 26, 1997, the Company and Phoenix effected a transaction
pursuant to which the Notes, including the right to receive prior interest
accrued thereon, evidencing indebtedness to Phoenix of approximately $2.2
million, were exchanged for an aggregate of 100 shares of Series A Redeemable
Convertible Preferred Stock. These shares of Series A Redeemable Convertible
Preferred Stock were convertible on a 5,225 for one basis into 522,500 shares of
the Company's Common Stock. In addition, the Series A Redeemable Convertible
Preferred Stock was entitled to a mandatory 10% cash dividend. Phoenix was
granted certain registration rights in connection with this transaction. The
Company pledged all of its shares held in Command Holdings (the "CH Shares"),
its wholly-owned subsidiary, to Phoenix to secure the Company's dividend and
redemption obligations arising under the Series A Redeemable Convertible
Preferred Stock. In connection with the foregoing transactions, Edward G. Caputo
transferred all the shares owned by him in Command Holdings to the Company,
which shares constituted a portion of the CH Shares. In addition, Mr. Caputo
guaranteed the Company's dividend and redemption obligations arising under the
Series A Redeemable Convertible Preferred Stock.
As of December 31, 1997, the Company and Phoenix completed a transaction
whereby the 49% interest in Command Software owned by PHL Global Holding Co.
("PHL"), an indirect wholly-owned subsidiary of Phoenix, was exchanged for 100
shares of Series B Redeemable Convertible Preferred Stock. These shares of
Series B Redeemable Convertible Preferred Stock were convertible on a 6,592.5
for 1 basis into 659,250 shares of Common Stock and were entitled to a mandatory
10% cash dividend. Phoenix was granted certain registration rights in connection
with this transaction.
All shares of Series A and Series B Redeemable Convertible Preferred Stock
outstanding as of the consummation of the Company's initial public offering in
March 1998 were converted into an aggregate of 1,181,750 shares of Common Stock.
Phoenix sold 602,500 shares of Common Stock in the Company's initial public
offering at a purchase price of $12.00 per share, less underwriting discounts
and commissions.
In connection with the issuance of the Series A and Series B Redeemable
Convertible Preferred Stock, the Company entered into a Co-Sale Agreement with
Mr. Caputo and each of Phoenix and PHL (collectively, the "Co-Sale Agreements").
Pursuant to the Co-Sale Agreements, Mr. Caputo has granted to Phoenix and PHL
the right to participate in any sale of Common Stock or preferred stock, if any,
of the Company (collectively, "Co-Sale Stock") by Mr. Caputo, upon the same
terms and conditions as the proposed sale, with the exception of certain
specified transfers. The Co-Sale Agreements will terminate upon the earliest to
occur of (i) ten years after the date of such agreement, (ii) the date that Mr.
Caputo ceases to own shares of Co-Sale Stock constituting at least 25% of the
Company's issued and outstanding Common Stock on a fully-diluted basis and (iii)
the date that Phoenix and PHL, together with their respective affiliates, cease
to own shares of Common Stock constituting at least 5% of the Company's issued
and outstanding Common Stock on a fully-diluted basis.
For the year ended December 31, 1998 the Company provided IT services to
Phoenix, which generated revenue of approximately $2,165,000. These services
were provided on terms no less favorable to the Company than were obtained
during this same period from unaffiliated third parties. There can be no
assurance that the Company will continue to provide this level of services to
Phoenix, if at all.
-14-
<PAGE>
Transactions with Officers
All transactions, including any loan from the Company to its officers,
directors, principal stockholders or affiliates, will be approved by a majority
of the Board of Directors, including a majority of the independent and
disinterested members of the Board of Directors or, if required by law, a
majority of disinterested stockholders, and will be on terms no less favorable
to the Company than could be obtained from unaffiliated third parties.
COMPARATIVE PERFORMANCE BY THE COMPANY
The Securities and Exchange Commission requires the Company to present a
chart comparing the cumulative total stockholder return on its Common Stock with
the cumulative total stockholder return of (i) a broad equity market index and
(ii) a published industry index or peer group. Although the chart would normally
be for a five-year period, the Common Stock of the Company began trading
publicly on March 13, 1998 and, as a result, the following chart commences as of
such date. This chart compares the Common Stock with (i) the Nasdaq Stock
Market-United States Index and (ii) an index of peer companies constructed by
the Company. Included in the peer group are Complete Business Solutions, Inc.,
Computer Horizons Corp., Condor Technology Solutions, Inc., IMR Global
Corporation and Prt Group Inc.
Command Systems, Inc.
Comparison of Cumulative Total Return
(March 13, 1998 - December 31, 1998)
-15-
<PAGE>
Cumulative Total Return
----------------------------------------
3/13/98 3/98 6/98 9/98 12/98
COMMAND SYSTEMS, INC. 100 119 42 26 28
PEER GROUP 100 108 93 66 75
NASDAQ STOCK MARKET (U.S.) 100 104 107 97 125
PROPOSAL NO. 2--RATIFICATION OF APPOINTMENT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The stockholders will be asked to ratify the appointment of Ernst & Young
LLP as the independent accountants of the Company for the fiscal year ending
December 31, 1999. Ernst & Young LLP audited the consolidated financial
statements of the Company for the year ended December 31, 1998. A representative
of Ernst & Young LLP is expected to be present at the Annual Meeting, will have
an opportunity to make a statement if he or she desires to do so and is expected
to be available to respond to appropriate questions from stockholders.
Vote Required
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present or represented and entitled to vote is required for
the ratification of the appointment of Ernst & Young LLP as the independent
accountants of the Company. Abstentions and broker non-votes have the same legal
effect as votes cast against this proposal.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
STOCKHOLDER PROPOSALS
All stockholder proposals which are intended to be presented at the Annual
Meeting of Stockholders of the Company to be held in 2000 must be received by
the Company no later than December 22, 1999 for inclusion in the Board of
Directors' proxy statement and form of proxy relating to that meeting.
OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. However, if any other business properly comes before the Annual
Meeting, it is the intention of the persons named in the enclosed proxy to vote
on such matters in accordance with their best judgment.
-16-
<PAGE>
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Annual Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
/s/ Stephen L. Willcox
STEPHEN L. WILLCOX
Secretary
Dated: April 21, 1999
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT
CHARGE TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM: COMMAND SYSTEMS, INC.,
ATTENTION: CORPORATE SECRETARY, 76 BATTERSON PARK ROAD, FARMINGTON, CT 06032.
-17-
<PAGE>
PROXY
COMMAND SYSTEMS, INC.
This Proxy is Solicited by the Board of Directors for the Annual
Meeting of Stockholders to be held on May 21, 1999
The undersigned, a stockholder of Command Systems, Inc. (the
"Corporation"), hereby constitutes and appoints Edward G. Caputo and Stephen L.
Willcox and each of them, the true and lawful proxies and attorneys-in-fact of
the undersigned, with full power of substitution in each of them, to vote all
shares of Common Stock of the Corporation which the undersigned is entitled to
vote at the Annual Meeting of Stockholders of the Corporation to be held on
Friday, May 21, 1999, and at any and all adjournments or postponements thereof,
as follows:
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE>
COMMAND SYSTEMS, INC.
c/o EquiServe
P.O. Box 8040
Boston, MA 02266-8040
Please mark
|X| votes as in
this example.
1. ELECTION OF DIRECTORS
Nominees: Edward G. Caputo, Stephen L. Willcox, John J.C. Herndon,
James M. Oates and Joseph D. Sargent
FOR WITHHELD
ALL FROM ALL
NOMINEES |_| |_| NOMINEES
|_| ____________________________________________
For all nominees except as noted above
FOR AGAINST ABSTAIN
2. Proposal to ratify appointment of
Ernst & Young LLP as the Company's |_| |_| |_|
independent public accountants for
the 1999 fiscal year.
3. In accordance with their discretion upon such other matters as may
properly come before the meeting and any adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |_|
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH HEREIN.
(Please sign exactly as name appears on share certificate. When shares are
registered jointly, all owners must sign. Corporate owners should sign full
corporate name by an authorized person. Executors, administrators, trustees or
guardians should indicate their status when signing.)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Signature: ______________ Date: _______ Signature: ______________ Date: _______
