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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 Section 240.14a-11(c) or Section
240.14a-12
ClearWorks Technologies, 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.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
CLEARWORKS TECHNOLOGIES, INC.
2450 FONDREN, SUITE 200
HOUSTON, TEXAS 77063
(713) 334-2595
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 2000
The Annual Meeting Of Stockholders of ClearWorks Technologies, Inc.
(the "Company") will be held on April 28, 2000 at 10:00 a.m. (local time) at
J.W. Marriott, 5150 Westheimer Rd., Houston, Texas, for the following purposes:
1. To elect a Board Of Directors consisting of three Directors.
2. To consider a proposal to amend our Certificate Of
Incorporation to change the name of our Company to ClearWorks.net, Inc.
3. To consider a proposal recommended by the Board Of
Directors to approve our 1999 Long-Term Incentive Plan.
4. To consider and vote upon a proposal recommended by
the Board Of Directors to ratify the selection of KPMG LLP to serve as our
independent certified accountants.
5. To transact any other business that properly may come
before the annual meeting.
Only the stockholders of record as shown on our transfer books
at the close of business on March 17, 2000 are entitled to notice of, and to
vote at, the annual meeting.
All stockholders, regardless of whether they expect to attend
the meeting in person, are requested to complete, date, sign and return promptly
the enclosed form of proxy in the accompanying envelope (which requires no
postage if mailed in the United States). The person executing the proxy may
revoke it by filing with the Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date, or by electing to vote
in person at the annual meeting.
ALL STOCKHOLDERS ARE EXTENDED A CORDIAL INVITATION TO ATTEND
THE ANNUAL MEETING.
By the Board Of Directors
Michael T. McClere
Chief Executive Officer
Houston, Texas
March 28, 2000
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PROXY STATEMENT
CLEARWORKS TECHNOLOGIES, INC.
2450 FONDREN, SUITE 200
HOUSTON, TEXAS 77063
(713) 334-2595
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 2000
This proxy statement is provided in connection with the solicitation of
proxies by the Board Of Directors of ClearWorks Technologies, Inc., a Delaware
corporation (the "Company"), to be voted at the Annual Meeting Of Stockholders
to be held at 10:00 a.m. (local time) on April 28, 2000 at J.W. Marriott, 5150
Westheimer Rd., Houston, Texas, or at any adjournment or postponement of the
annual meeting. We anticipate that this proxy statement and the accompanying
form of proxy will be first mailed or given to stockholders on or about March
28, 2000.
The shares represented by all proxies that are properly executed and
submitted will be voted at the Annual Meeting in accordance with the
instructions indicated on the proxies. Unless otherwise directed, the shares
represented by proxies will be voted (1) for each of the three nominees for
director whose names are set forth on the proxy card, (2) in favor of the
amendment of our Certificate Of Incorporation to change the name of our Company
to ClearWorks.net, Inc., (3) in favor of adoption of the 1999 Long-Term
Incentive Plan, and (4) in favor of ratification of KPMG LLP as our independent
certified accountants.
A stockholder giving a proxy may revoke it at any time before it is
exercised by delivering written notice of revocation to our Secretary, by
substituting a new proxy executed at a later date, or by requesting, in person
at the annual meeting, that the proxy be returned.
The solicitation of proxies is to be made principally by mail; however,
following the initial solicitation, further solicitations may be made by
telephone or oral communication with stockholders. Our officers, directors and
employees may solicit proxies, but these persons will not receive compensation
for that solicitation other than their regular compensation as employees.
Arrangements also will be made with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation materials to beneficial owners
of the shares held of record by those persons. We may reimburse those persons
for reasonable out-of-pocket expenses incurred by them in so doing. We will pay
all expenses involved in preparing, assembling and mailing this proxy statement
and the enclosed material. A majority of the issued and outstanding shares of
common stock entitled to vote, represented either in person or by proxy,
constitutes a quorum at any meeting of the stockholders. If sufficient votes for
approval of the matters to be considered at the annual meeting have not been
received prior to the meeting date, we intend to postpone or adjourn the annual
meeting in order to solicit additional votes. The form of proxy we are
soliciting requests authority for the proxies, in their discretion, to vote the
stockholders' shares with respect to a postponement or adjournment of the annual
meeting. At any postponed or adjourned meeting, we will vote any proxies
received in the same manner described in this proxy statement with respect to
the original meeting.
1. ELECTION OF DIRECTORS
At the annual meeting, the stockholders will elect three directors to
serve as our Board Of Directors. Each director will be elected to hold office
until the next annual meeting of stockholders and thereafter until his successor
is elected and qualified. The affirmative vote of a majority of the shares
represented at the annual meeting is required to elect each director. Cumulative
voting is not permitted in the election of directors. Consequently, each
stockholder is entitled to one vote for each share of common
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stock held in his or her name. In the absence of instructions to the contrary,
the person named in the accompanying proxy shall vote the shares represented by
that proxy for the persons named below as management's nominees for directors.
Each of the nominees currently is a director of the Company.
Each of the nominees has consented to be named in this proxy statement
and to serve on the Board if elected. It is not anticipated that any of the
nominees will become unable or unwilling to accept nomination or election, but,
if that should occur, the persons named in the proxy intend to vote for the
election of such other person as the Board Of Directors may recommend.
The following table sets forth, with respect to each nominee for
director, the nominee's age, his positions and offices with the Company, the
expiration of his term as a director, and the year in which he first became a
director. Individual background information concerning each of the nominees
follows the table. For additional information concerning the nominees, including
stock ownership and compensation, see "--Executive Compensation", "--Stock
Ownership Of Directors And Principal Stockholders", and "--Certain Transactions
With Management And Principal Stockholders".
<TABLE>
<CAPTION>
Position With Expiration Of Initial Date
Name Age The Company Term As Director As Director
---- --- ----------- ---------------- -----------
<S> <C> <C> <C> <C>
Michael T. McClere 39 Chairman of the Board and 2000 Annual Meeting March 1998
Chief Executive Officer
Raymond G. Harrell III 37 Director 2000 Annual Meeting January 2000
Dennis Majeski 54 Director 2000 Annual Meeting January 2000
</TABLE>
MICHAEL T. MCCLERE. Mr. McClere is our Chairman of the Board, Chief
Executive Officer and a director. Prior to joining us, Mr. McClere had been
involved in several businesses in the information technology (IT) area, serving
on the board of directors and as chief executive officer. Mr. McClere has been
involved in the purchasing of numerous businesses, as well as selling businesses
that he had assisted in the development. Mr. McClere's business background
includes all aspects of the development and implementation of information
technology businesses. Mr. McClere has also assisted in the development and
implementation of major technology deployments for NASA in various space centers
throughout the world. As a consultant on information systems, Mr. McClere
assisted Lockheed Engineering & Sciences Company from May 1988 to October 1990,
SAE, Inc. from May 1984 to May 1988, and Baker Hughes from May 1979 to May 1984.
Mr. McClere has over seventeen years experience in the information technology
field. He received a BS in Computer Science from The University of
Houston-University Park in 1988.
Mr. McClere is not a director of any other entity that has securities
registered under the Securities Exchange Act of 1934.
RAYMOND G. HARRELL III, age 37, has been a director of our company
since January 2000. Mr. Harrell currently is employed by Continental Airlines as
a Director of International Schedules and has been employed by Continental
Airlines since September 1987. He attended the University of Houston and in 1985
earned a Bachelor of Science degree in Industrial Distribution.
Mr. Harrell is not a director of any other entity that has securities
registered under the Securities Exchange Act of 1934.
DENNIS MAJESKI, age 54, has been a director of our company since
January 2000. He has been
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involved in the information technology field for over 25 years. Mr. Majeski
currently is employed by Alcatel, Inc. as a Territory Manager and has been
employed by Alcatel (formerly known as Xylan) for two years. His business
background includes all aspects of the development and implementation of
information technology. He was employed by Milky Way Networks, Inc. from 1996 to
1997, Luxcom, Inc. from 1991 to 1996, and AT&T from 1970 to 1982. He attended
the University of Nebraska (1968 to 1974) and the Longview College (1974 to
1976).
Mr. Majeski is not a director of any other entity that has securities
registered under the Securities Exchange Act of 1934.
OTHER EXECUTIVE OFFICERS
SHANNON D. MCLEROY. Mr. McLeroy serves as our President and Secretary.
Mr. McLeroy has been in the systems integration business for over ten years. He
has worked beginning as a technician and has progressed through various stages
of management. Mr. McLeroy has managed teams of engineers to deploy technical
computer services with the last three companies with which he has worked. Mr.
McLeroy was solely responsible for managing and putting together a team of
computer professionals to run a major portion of Exxon USA's network. This
network was responsible for delivering key financial and business data to enable
Exxon to perform its business.
CARL A. CHASE. Mr. Chase is our Chief Financial Officer and the
Treasurer. Mr. Chase is responsible for managing the finance, accounting, tax,
treasury, investor relations and risk management functions. Prior to joining us,
Mr. Chase was Vice President-Finance and Chief Financial Officer of Bannon
Energy Incorporated, a privately owned energy company involved in the
exploration for and production of oil, natural gas and natural gas liquids from
December 1992 to August 1999. At Bannon, Mr. Chase was responsible for the
financial and administrative functions including financial reporting, investor
relations, liaison with financial institutions, financing for capital programs,
product price hedging and risk management. Mr. Chase has 24 years experience in
the areas of finance, accounting and administration, primarily in the oil and
gas industry. He has held various positions with both major and independent oil
and gas companies. In those positions, Mr. Chase was responsible for SEC
reporting and compliance, obtaining financing for capital programs, mergers and
acquisitions, budgeting and forecasting and policies, procedures and internal
controls. Mr. Chase received a Bachelor of Accountancy degree from the
University of Oklahoma in 1975.
Each of the officers serves at the pleasure of the Board Of Directors.
There are no family relationships among our officers and directors.
BOARD AND COMMITTEE MEETINGS
The Board Of Directors met four times during the fiscal year ended
December 31, 1999 and all directors were present at each of those meetings.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act"), requires our directors, executive officers and beneficial owners of more
than 10% of our common stock to file with the SEC initial reports of ownership
and reports of changes in ownership of our common stock and other equity
securities. We believe that during the year ended December 31, 1999, our
officers, directors and beneficial owners of more than 10% of our common stock
complied with all Section 16(a) filing requirements, except that three persons
were late in filing their initial statements of beneficial ownership on Form 3,
which forms were required to be filed no later than 10 days after we became
subject to Section 16(a). The persons who were late in filing Forms 3 were:
Michael T. McClere, our Chief Executive
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Officer, Chairman Of The Board and a beneficial owner of more than 10% of our
common stock; Shannon D. McLeroy, our President and Secretary; and Carl A.
Chase, our Chief Financial Officer and Treasurer.
In making these statements concerning compliance with Section 16(a), we
have relied upon the written representations of our directors and officers and
our review of the copies of beneficial ownership statements of changes filed
with us by our officers and directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth in summary form the compensation
received during each of the last three successive completed fiscal years by
Michael T. McClere, our Chief Executive Officer and Chairman Of The Board and
Shannon D. McLeroy, our President and Secretary. None of our other executive
officers received total salary and bonus exceeding $100,000 during any of the
last three completed years. Carl A. Chase, our Chief Financial Officer and
Treasurer, is earning an annual salary of $108,000 for 2000.
<TABLE>
<CAPTION>
Summary Compensation Table
- -------------------------- ------- ---------------- --------- -------------- -------------------------------------- --------------
Long Term Compensation
--------------------------------------
Annual Compensation Awards Payouts
- -------------------------- ------------------------------------------------- ---------------------------- --------- --------------
Other Annual Restricted LTIP All Other
Name and Fiscal Year Salary Bonus Compensation Stock Awards Options Payouts Compensation
Principal Position ($)(1) ($)(2) ($)(3) ($) (#) ($)(4) ($)(5)
- -------------------------- ------------ ----------- --------- -------------- -------------- ------------- --------- --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael T. McClere, 1999 $144,792 -0- -0- -0- 500,000 (6) -0- -0-
Chief Executive Officer 1998 (7)(8) $78,125 -0- -0- -0- -0- -0- -0-
and Chairman Of The 1997 $-0- -0- -0- -0- -0- -0- -0-
Board
- -------------------------- ------------ ----------- --------- -------------- -------------- ------------- --------- --------------
Shannon D. McLeroy, 1999 $104,792 -0- -0- -0- 500,000 (6) -0- -0-
President and Secretary 1998 (7) $73,375 -0- -0- -0- -0- -0- -0-
1997 $11,250 -0- -0- -0- -0- -0- -0-
- -------------------------- ------------ ----------- --------- -------------- -------------- ------------- --------- --------------
</TABLE>
(1) The dollar value of base salary (cash and non-cash) received during the
year indicated.
(2) The dollar value of bonus (cash and non-cash) received during the year
indicated.
(3) During the period covered by the Summary Compensation Table, we did not
pay any other annual compensation not properly categorized as salary or
bonus, including perquisites and other personal benefits, securities or
property.
(4) Except for our 1999 Long-Term Incentive Plan and 1998 Stock Warrant
Plan, we do not have in effect any plan that is intended to serve as
incentive for performance to occur over a period longer than one fiscal
year.
(5) All other compensation received that we could not properly report in
any other column of the Summary Compensation Table including annual
contributions or other allocations to vested and unvested defined
contribution plans, and the dollar value of any insurance premiums paid
by us on our behalf with respect to term life insurance for the benefit
of the named executive officer, and the full dollar value of the
remainder of the premiums paid by us on our behalf.
(6) These options were granted in accordance with our 1999 Long-Term
Incentive Plan. For additional information regarding this plan, please
see below "-1999 Long-Term Incentive Plan".
(7) As part of our April 1998 recapitalization with Southeast, a Stock
Warrant Plan dated April 24, 1998 was executed by the former management
of Southeast in conjunction with the Agreement for Purchase of Common
Stock dated April 1, 1998 and Addendum to Agreement for Purchase of
Common Stock dated April 24, 1998. In the Addendum to Agreement for
Purchase of Common Stock, the management of Southeast agreed to issue
warrants to each of the stockholders of Southeast in amounts
proportionate to their stockholdings in Southeast. The names of the
stockholders and the number of warrants issued to each are set forth
below. Although Mr. McLeroy, Mr. McClere and entities
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related to Mr. McClere each received warrants in this transaction, we
did not recognize issuance of the warrants to be compensation to either
Mr. McLeroy or Mr. McClere because the warrants were exchanged for
equity interests owned by each of the persons or entities named below:
<TABLE>
<CAPTION>
Name: Warrant Class Amount
----- ------------- ------
<S> <C> <C>
Shannon D. McLeroy A 300,000
B 300,000
Michael T. McClere A 210,000
B 210,000
Tech Technologies Services LLC* A 240,000
B 240,000
Rachel McClere 1998 Trust A 50,000
B 50,000
McClere Family Trust A 200,000
B 200,000
</TABLE>
---------------------------
* Celia Figueroa is the General Manager of Tech Technologies
Services LLC and therefore may be considered a beneficial owner of the
warrants held in the name of Tech Technologies. At the time of the
transaction described above, Ms. Figueroa was Secretary and General
Counsel of the Company. Also, as described below in "-- Stock Ownership
Of Directors And Principal Officers", Michael T. McClere owns 90% of
the outstanding equity interests in Tech Technologies and also may be
considered to be a beneficial owner of the warrants held in the name of
Tech Technologies.
For a description of the Class A and Class B warrants, see "Description
of Securities - Warrants".
(8) From January 1, 1998 to March 31, 1998, we engaged Tech Technologies as
a consultant pursuant to a consulting agreement that provided that Tech
Technologies would provide financial and managerial consulting services
to us in exchange for $10,000 per month. During that period, Michael T.
McClere was the General Manager of Tech Technologies. Effective April
1, 1998 the consulting agreement with Tech Technologies was terminated
and Mr. McClere became an employee of our company.
OPTION GRANTS TABLE
The following table sets forth information concerning individual grants
of stock options made during the fiscal year ended December 31, 1999 to each
person named above in the Summary Compensation Table.
<TABLE>
<CAPTION>
- ----------------------------------- ------------- ------------------------ ------------------- --------------
% of Total Options
Options Granted to Employees Exercise or Base Expiration
Name Granted (#) in Fiscal Year Price ($/Share) Date
- ----------------------------------- ------------- ------------------------ ------------------- --------------
<S> <C> <C> <C> <C>
Michael T. McClere 500,000 17.4% $2.00/Share 12/09/04
- ----------------------------------- ------------- ------------------------ ------------------- --------------
Shannon D. McLeroy 500,000 17.4% $2.00/Share 12/09/04
- ----------------------------------- ------------- ------------------------ ------------------- --------------
</TABLE>
The options described above were issued pursuant to our 1999 Long Term Incentive
Plan and will become exercisable only upon approval of that plan by our
stockholders as described below in "-Long Term Incentive Plan". The options are
shown in this table and also in the Summary Compensation Table under "Long Term
Compensation Awards Options".
LONG-TERM INCENTIVE PLAN
On May 12, 1999, the Long-Term Incentive Plan (the "1999 Plan") was
adopted by our Board Of Directors. Pursuant to the 1999 Plan, an aggregate of
10,000,000 shares of common stock may be granted
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to our employees, or employees of our subsidiaries, who have contributed or are
contributing to our success. Alternatively, options to purchase common stock,
stock appreciation rights or cash may be granted instead of outright awards of
stock. In order to become and remain fully effective, the 1999 Plan must be
approved by our stockholders on or before May 12, 2000. The 1999 Plan is subject
to approval by our stockholders at the annual meeting, and no shares may be
issued pursuant to the 1999 Plan unless and until it is approved by the
stockholders. The options that may be granted pursuant to the 1999 Plan may be
either incentive options qualifying for beneficial tax treatment for the
recipient or nonqualified options. The 1999 Plan currently is administered by
the Board Of Directors. Administration of the 1999 Plan includes determination
of the terms of options granted under the 1999 Plan. At February 17, 2000,
options to purchase 3,017,500 shares were outstanding under the 1999 Plan and
options to purchase 6,982,500 shares were available to be granted pursuant to
the 1999 Plan. For additional information regarding the 1999 Plan, see below "2.
Proposal To Adopt 1999 Long-Term Incentive Plan".
On December 9, 1999, options to purchase 500,000 shares of our common
stock were granted to each of Michael T. McClere and Shannon McLeroy pursuant to
the 1999 Plan. Upon stockholder approval of the 1999 Plan, these options will
then be exercisable at a price of $2.00 per share and all of the options will
expire on December 9, 2004. Also on December 9, 1999, options to purchase
400,000 shares for $.25 per share were granted to Carl Chase pursuant to the
1999 Plan. Mr. Chase's options also expire on December 9, 2004. Upon stockholder
approval of the 1999 Plan, options held by Mr. Chase to purchase 100,000 shares
will then be exercisable and options to purchase 100,000 shares will become
exercisable on each of August 16, 2001, August 16, 2002 and August 16, 2003. The
options issued to each of Messrs. McClere and McLeroy also are included above in
both the Summary Compensation Table and the Option Grants Table.
STOCK WARRANT PLAN
Effective as of April 24, 1998, Southeast instituted a Stock Warrant
Plan (the "Warrant Plan"). After the merger of Southeast into our company on May
12, 1998, the Warrant Plan continued to be effective as our stock warrant plan.
Pursuant to the Warrant Plan, we may issue warrants to purchase common stock,
including Class A Warrants or Class B Warrants, to key employees, directors, and
other persons who have contributed or are contributing to our success. Each
Class A or Class B Warrant allows the holder to purchase one share of common
stock. The maximum number of shares underlying all warrants that may be granted
pursuant to the Warrant Plan is limited to 5,000,000 shares. The Warrant Plan is
administered by the Board Of Directors. At February 17, 2000, Class A Warrants
to purchase 1,000,000 shares and Class B Warrants to purchase 1,000,000 shares
were outstanding under the Warrant Plan, additional warrants to purchase
1,010,000 shares also were outstanding under the Warrant Plan, and warrants to
purchase 1,990,000 shares were available to be granted pursuant to the Warrant
Plan.
COMPENSATION OF OUTSIDE DIRECTORS
Members of our Board Of Directors, regardless of whether employed by
us, are not compensated for meeting attendance or otherwise, but are entitled to
reimbursement for travel expenses. We do not pay additional amounts for
committee participation or special assignments of the Board Of Directors.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
Currently, there are no written employment contracts with respect to
any of our officers and no compensatory plan or arrangement that results or will
result from the resignation, retirement, or any other termination of an
executive officer's employment or from a change in control of our company or a
change in an executive officer's responsibilities following a change in control.
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STOCK OWNERSHIP OF DIRECTORS AND PRINCIPAL STOCKHOLDERS
As of February 17, 2000, there were 20,894,957 shares of common stock
outstanding. The following table sets forth information as of that date with
respect to the beneficial ownership of common stock by each director and nominee
for director, by all executive officers and directors as a group, and by each
other person known by us to be the beneficial owner of more than five percent of
the common stock:
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<TABLE>
<CAPTION>
Name and Address Number of Shares Percentage of
of Beneficial Owner Beneficially Owned(1) Shares Outstanding
------------------- ---------------------- ------------------
<S> <C> <C>
Michael T. McClere 6,103,699(2) 26.8%
2450 Fondren, Suite 200
Houston, Texas 77063
Shannon D. McLeroy 2,875,625(3) 13.1%
2450 Fondren, Suite 200
Houston, Texas 77063
Carl A. Chase 100,000(4) *
2450 Fondren, Suite 200
Houston, Texas 77063
Raymond G. Harrell III 600 *
4335 Alysheba Lane
Friendswood, Texas 77546
Dennis Majeski 1,000 *
25227 Grogan's Mill Road, Suite 125
The Woodlands, Texas 77380
All Executive Officers and Directors as a group 9,380,924(2)(3)(4) 38.6%
(five persons)
Tech Technologies Services LLC 1,980,000(5) 9.3%
2450 Fondren, Suite 205
Houston, Texas 77063
</TABLE>
*Less than one percent.
(1) "Beneficial ownership" is defined in the regulations promulgated by the
U.S. Securities and Exchange Commission as having or sharing, directly
or indirectly (A) voting power, which includes the power to vote or to
direct the voting, or (B) investment power, which includes the power to
dispose or to direct the disposition, of shares of the common stock of
an issuer. The definition of beneficial ownership includes shares
underlying options or warrants to purchase common stock, or other
securities convertible into common stock, that currently are
exercisable or convertible or that will become exercisable or
convertible within 60 days. Unless otherwise indicated, the beneficial
owner has sole voting and investment power.
(2) Includes options to purchase up to 500,000 shares of common stock at an
exercise price of $2.00 per share, which options will be exercisable
until December 9, 2004. These options were granted pursuant to the 1999
Plan and will become exercisable only upon approval of the 1999 Plan by
the stockholders. Also includes Class A warrants to purchase 210,000
shares of common stock held by Mr. McClere, Class A warrants to
purchase 50,000 shares held by the Rachel McClere 1998 Trust and Class
A warrants to purchase 200,000 shares held by the McClere Family Trust.
The Class A warrants currently are exercisable at an exercise price of
$3.00 per share until the warrants expire on April 24, 2003. Also
includes Class B warrants to purchase 210,000 shares of common stock
held by Mr. McClere, Class B warrants to purchase 50,000 shares held by
the Rachel McClere 1998 Trust and Class B warrants to purchase 200,000
shares held by the McClere Family Trust. The Class B warrants currently
are exercisable at an exercise price of $6.00 per share until the
warrants expire on April 24, 2008. Also includes 312,500 shares held by
the Rachel McClere 1998 Trust and 1,250,000 shares held by the McClere
Family Trust. Also includes 1,500,000 shares of common stock and
warrants to purchase 480,000 shares of common stock, all of which are
held by Tech Technologies Services LLC. Mr. McClere owns 90 percent of
the outstanding equity interests in Tech Technologies Services LLC. The
warrants held by Tech Technologies are described in footnote (5) below.
The securities held by Tech Technologies are included twice in the
table; they are listed as being held beneficially by both Mr. McClere
and Tech Technologies.
(3) Includes options to purchase up to 500,000 shares of common stock at an
exercise price of $2.00 per share, which options will be exercisable
until December 9, 2004. These options were granted pursuant to the 1999
Plan and will
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<PAGE>
become exercisable only upon approval of the 1999 Plan by the
stockholders. Also includes immediately exercisable Class A warrants to
purchase 300,000 shares of common stock at an exercise price of $3.00
per share until the warrants expire on April 24, 2003. Also includes
immediately exercisable Class B warrants to purchase 300,000 shares of
common stock at an exercise price of $6.00 per share until the warrants
expire on April 24, 2008. Also includes 625 shares held by Mr.
McLeroy's wife.
(4) Includes options to purchase up to 100,000 shares of common stock until
December 9, 2004. Exercise of these options is subject to stockholder
approval of the 1999 Plan. On December 9, 1999, Mr. Chase was granted
options to purchase up to 400,000 shares for $.25 per share until
December 9, 2004. Upon receipt of stockholder approval, options to
purchase 100,000 of these shares will then be immediately exercisable,
and options to purchase 100,000 will become exercisable on each of
August 16, 2001, August 16, 2002 and August 16, 2003.
(5) Includes currently exercisable Class A warrants to purchase 240,000
shares of common stock at an exercise price of $3.00 per share until
the warrants expire on April 24, 2003. Also includes currently
exercisable Class B warrants to purchase 240,000 shares of common stock
at an exercise price of $6.00 per share until the warrants expire on
April 24, 2008. All of the securities indicated are included twice in
the table; they are listed as being held beneficially by both Michael
T. McClere and Tech Technologies Services LLC. Mr. McClere owns 90
percent of the outstanding equity interests in Tech Technologies.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND PRINCIPAL STOCKHOLDERS
During 1997, we borrowed $22,000 from Michael T. McClere with a note
due November 13, 1998 and borrowed an additional $30,000 from Mr. McClere with a
note due March 31, 1999. These notes were repaid during 1999. During 1999, we
advanced to Mr. McClere an aggregate of $52,000. Mr. McClere has advised us that
he believes that substantially all of this amount will be covered by actual
expenses previously incurred by Mr. McClere on our behalf.
In connection with the transaction between Millennium Integration
Technologies, Inc. ("Millennium") and Southeast Tire Recycling, Inc., during
1998 a total of 1,312,500 shares of common stock were issued to Michael T.
McClere and 1,875,000 shares of common stock were issued to Shannon D. McLeroy,
who together were the principal stockholders of Millennium. We also agreed to
issue warrants to purchase 920,000 shares of stock to Mr. McClere and his
affiliates, warrants to purchase 600,000 shares of stock to Mr. McLeroy and
warrants to purchase 480,000 shares of stock to Tech Technologies Services LLC.
Mr. McClere is the beneficial owner of 90 percent of the outstanding equity
interests of Tech Technologies. The General Manager of Tech Technologies is
Celia Figueroa who was our General Counsel and Secretary at the time of this
transaction. One-half of the warrants were Class A warrants and one-half were
Class B warrants. For a description of the Class A and Class B warrants, see
"Description Of Securities - Warrants".
On December 13, 1999, we borrowed $150,000 from Michael T. McClere, our
Chairman Of The Board and Chief Executive Officer. This loan was evidenced by a
promissory note and bore interest at the rate of 12% per year until we repaid it
on January 10, 2000.
On December 9, 1999, options to purchase 500,000 shares of our common
stock were granted to each of Michael T. McClere and Shannon McLeroy pursuant to
the 1999 Plan. Upon stockholder approval of the 1999 Plan, these options will be
exercisable at a price of $2.00 per share and all of the options will expire on
December 9, 2004. Also on December 9, 1999, options to purchase 400,000 shares
for $.25 per share were granted to Carl Chase pursuant to the 1999 Plan. Upon
stockholder approval of the 1999 Plan, option held by Mr. Chase to purchase
100,000 shares will then be exercisable and options to purchase 100,000 shares
will become exercisable on each of August 16, 2001, August 16, 2002 and August
16, 2003. Mr. Chase's options also expire on December 9, 2004.
Except as described above, during the last two years there were no
transactions between us and our directors, executive officers or known holders
of greater than five percent of the common stock in which the amount involved
exceeded $60,000 and in which any of the foregoing persons had or will have a
material interest.
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2. PROPOSAL TO ADOPT 1999 LONG-TERM INCENTIVE PLAN
The Board Of Directors has adopted, subject to stockholder approval,
our 1999 Long-Term Incentive Plan (the "1999 Plan"). The 1999 Plan will
terminate, and all options granted under the Plan will be void, if the Plan is
not approved by the stockholders on or before May 12, 2000.
Pursuant to the 1999 Plan, an aggregate of 10,000,000 shares of common
stock may be granted to our employees, or employees of our subsidiaries, who
have contributed or are contributing to our success. Alternatively, options to
purchase common stock, stock appreciation rights or cash may be granted instead
of outright awards of stock. The options that may be granted pursuant to the
1999 Plan may be either incentive options qualifying for beneficial tax
treatment for the recipient or nonqualified options.
The effect of the adoption of the 1999 Plan will be to make shares
available for issuance pursuant to stock awards under the 1999 Plan and to
increase the number of shares upon the exercise of options that may be granted
under all our stock option plans, which will allow us to grant more options from
time to time and thereby augment our program of providing incentives to
employees. The number of shares authorized to be issued pursuant to the 1999
Plan is a maximum aggregate. Therefore, the number of incentive options granted
reduces the remaining number of options that can be granted as non-qualified
options; similarly, the number of non-qualified options granted reduces the
remaining number of option that can be granted as incentive options. Likewise,
the number of shares awarded outright reduces the number of options that may be
issued, and the number of options issued reduces the number of shares available
for awards of stock. There currently are 72 employees eligible to receive
incentive options, non-qualified options or other awards pursuant to the 1999
Plan.
The 1999 Plan will be administered by an option committee which may be
composed of either the entire Board Of Directors or by a committee, appointed by
the Board Of Directors, of at least two directors. If the option committee
consists of less than the entire Board, each member of the committee is required
to be a "non-employee director" as defined in SEC regulations. To the extent
necessary for any option granted under the 2000 Plan to be considered as
performance based compensation that is not subject to limitations on
deductibility under the Internal Revenue Code (the "Code"), each member shall be
an "outside director" as defined in the Code and related regulations. A
"non-employee director" is a director who (1) is not currently an officer or
employee of the Company or any of its subsidiaries; (2) does not receive
compensation from the Company in excess of $60,000 for services rendered other
than as a director; and (3) is not involved in any transaction that is required
to be disclosed in our Form 10-KSB and proxy reports as a related party
transaction. An "outside director" means, generally, a director who (1) is not a
current employee of the Company, (2) is not a former employee of the Company who
receives compensation for prior services during the taxable year in question,
(3) has not been an officer of the Company, and (4) does not receive
compensation from the Company, either directly or indirectly, in any capacity
other than as a director. The option committee has discretion to select the
persons to whom awards, rights, incentive options or non-qualified options will
be granted, the number of shares to be granted, the terms of the grants and the
exercise price of any options granted. However, no option may be exercisable
more than 10 years after the granting of the option, and no option may be
granted under the 1999 Plan after May 12, 2009.
The 1999 Plan provides that the exercise price of incentive options
granted cannot be less than the fair market value of the underlying common stock
on the date the incentive options are granted. No incentive option may be
granted to an employee who, at the time the incentive option would be granted,
owns more than ten percent of our outstanding stock unless the exercise price of
the incentive option granted to the employee is at least 110 percent of the fair
market value of the stock subject to the incentive option. In addition, the
aggregate fair market value (determined as of the date an option is granted) of
the common stock underlying incentive options granted to a single employee which
become
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exercisable in any single calendar year may not exceed $100,000.
All options granted under the 1999 Plan will become fully exercisable
upon the occurrence of a change in control of the Company or certain mergers or
other reorganizations or asset sales described in the 1999 Plan.
Options granted pursuant to the 1999 Plan will not be transferable
during the optionee's lifetime except in limited circumstances set forth in the
1999 Plan. Subject to the other terms of the 1999 Plan, the option committee has
discretion to provide vesting requirements and specific expiration provisions
with respect to the incentive options and non-qualified options granted.
It currently is anticipated that the issuance of the options and
underlying shares of common stock will be covered by an effective registration
statement. Transactions effected pursuant to a valid registration statement will
enable an optionee exercising options to receive unrestricted stock that may be
transferred or sold in the open market unless the optionee is a director,
executive officer or otherwise an affiliate of the Company. In the case of a
director, executive officer or other affiliate, the common stock acquired
through exercise of options may be reoffered or resold only pursuant to an
effective registration statement or pursuant to Rule 144 under the Securities
Act or another exemption from the registration requirements of the Securities
Act. It also is anticipated that sales by affiliates will be covered by an
effective registration statement.
If a change, such as a stock split, is made in our capitalization which
results in an exchange or other adjustment of each share of common stock for or
into a greater or lesser number of shares, the option committee may
proportionally adjust the exercise price and in the number of shares subject to
each outstanding option. In the event of a stock dividend, the option committee
also may adjust the terms of options so that each optionee may receive, upon
exercise of the option, the equivalent of any stock dividend that the optionee
would have received had he or she been the holder of record of the shares
purchased upon exercise. The option committee also may make provisions for
adjusting the number of shares subject to outstanding options if we have one or
more reorganizations, recapitalizations, rights offerings, or other increases or
reductions of shares of outstanding common stock.
The Board Of Directors may at any time terminate the 1999 Plan or make
such amendments or modifications to the 1999 Plan that the Board Of Directors
deems advisable, except that no amendments may impair previously outstanding
options unless consented to by the option holder, and amendments that materially
modify eligibility requirements for receiving options, that materially increase
the benefits accruing to persons eligible to receive options, or that materially
increase the number of shares under the 1999 Plan must be approved by our
stockholders.
The incentive options issuable under the 1999 Plan are structured to
qualify for favorable tax treatment provided for "incentive stock options" by
Section 422 of the Code. All references to the tax treatment of the incentive
options are under the Code as currently in effect. Pursuant to Section 422 of
the Code, optionees will not be subject to federal income tax at the time of the
grant or at the time of exercise of an incentive option. In addition, provided
that the stock underlying the incentive option is not sold less than two years
after the grant of the incentive option and is not sold less than one year after
the exercise of the incentive option, then the difference between the exercise
price and the sales price will be treated as long-term capital gain or loss. An
optionee also may be subject to the alternative minimum tax upon exercise of his
incentive options. We will not be entitled to receive any income tax deductions
with respect to the granting or exercise of incentive options or the sale of the
common stock underlying the incentive options.
Non-qualified options will not qualify for the special tax benefits
given to incentive options under Section 422 of the Code. An optionee does not
recognize any taxable income at the time the optionee is
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<PAGE>
granted a non-qualified option. However, upon exercise of these options, the
optionee recognizes ordinary income for federal income tax purposes measured by
the excess, if any, of the then fair market value of the shares over the
exercise price. The ordinary income recognized by the optionee will be treated
as wages and will be subject to income tax withholding by the Company. Upon an
optionee's sale of shares acquired pursuant to the exercise of a non-qualified
option, any difference between the sale price and the fair market value of the
shares on the date when the option was exercised will be treated as long-term or
short-term capital gain or loss. Upon an optionee's exercise of a non-qualified
option, we will be entitled to a tax deduction in the amount recognized as
ordinary income to the optionee provided that the compensation amount is
reasonable and we satisfy the applicable reporting requirements required under
U.S. Treasury regulations.
The Company has granted options pursuant to the 1999 Plan that will be
void if the stockholders do not approve the 1999 Plan prior to May 12, 2000. The
following table sets forth information concerning the portion of these
conditional grants of stock options made pursuant to the 1999 Plan to Michael T.
McClere and Shannon D. McLeroy (as described above under "Executive
Compensation"), to all current executive officers of the Company as a group, and
to all employees, including all current officers who are not executive officers,
as a group. No grants of options were made under the 1999 Plan to any current
directors who are not also executive officers.
NEW PLAN BENEFITS
1999 LONG-TERM INCENTIVE PLAN
<TABLE>
<CAPTION>
Aggregate Exercise Number Of Shares
Name And Position Price Of Options ($)* Underlying Options
----------------- --------------------- ------------------
<S> <C> <C>
Michael T. McClere, Chief Executive Officer and $1,000,000 500,000
Chairman of the Board
Shannon D. McLeroy, President and Secretary $1,000,000 500,000
All Current Executive Officers as a Group $2,100,000 1,400,000
(Three Persons)
All Employees as a Group (Excluding Executive $1,253,125 1,617,500
Officers; 69 Persons)
</TABLE>
- ------------------
* The dollar value shown is the aggregate exercise price of all options
granted to the person or group indicated as of February 17, 2000.
REQUIRED VOTE; BOARD RECOMMENDATION
The approval of holders of shares representing a majority of the votes
represented at the annual meeting will be necessary to adopt the 2000 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO ADOPT THE 2000 PLAN.
3. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY
The Board Of Directors has approved, and recommends to the stockholders
the approval of, (1) changing the name of the Company from ClearWorks
Technologies, Inc. to ClearWorks.net, Inc., and (2)
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<PAGE>
the filing of an amended Certificate Of Incorporation with the Delaware
Secretary Of State in order to effect the name change.
We began using the name ClearWorks.net, Inc. in April 1999. The primary
reason for the use of the new name, which refers to the Internet, is that we
utilize Internet protocol technology in supplying services to our customers. In
order to provide these services, we install and maintain fiber optic and copper
data transmission lines from our data transmission facilities to our prospective
customers' properties. After the lines have been installed, we sell our
customers telephone service, access to the Internet, and cable and satellite
television programs, all of which are transmitted in digital format over the
same lines. We refer to our ability to simultaneously offer telephone, Internet
and video products as "Bundled Digital Services-SM-". Our activities also relate
to the Internet because our use of high-speed fiber optic cable is anticipated
to aid in reducing Internet bottlenecks.
The Board Of Directors has determined that the proposed name change is
in the best interests of the Company and its stockholders because the name
ClearWorks.net, Inc. more accurately reflects our focus on utilizing Internet
protocol technology to supply our Bundled Digital Services-SM-, including
Internet-related products.
REQUIRED VOTE; BOARD RECOMMENDATION
The affirmative vote of the majority of the outstanding shares is
required to approve the name change.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL
TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY.
4. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP
AS CERTIFIED INDEPENDENT ACCOUNTANTS
The Board Of Directors recommends that the stockholders vote in favor
of ratifying the selection of the certified public accounting firm of KPMG LLP
of Houston, Texas as the auditors who will audit financial statements, prepare
tax returns, and perform other accounting and consulting services we request for
the fiscal years ended December 31, 1999 and 2000 or until the Board Of
Directors, in its discretion, replaces them.
Our financial statements for the fiscal year ended December 31, 1998
were audited by the accounting firm of McManus & Co., P.C of Morris Plains, New
Jersey. The Board determined to change auditors because KPMG LLP is more widely
recognized in the national business community, which may enable us to more
readily transact business if our operations continue to expand as presently
contemplated. The decision to change auditors was based on potential future
business prospects; there was no disagreement with McManus & Co., P.C. regarding
accounting methods, auditing procedures or any other matters.
An affirmative vote of the majority of shares represented at the annual
meeting is necessary to ratify the selection of auditors. There is no legal
requirement for submitting this proposal to the stockholders; however, the Board
Of Directors believes that it is of sufficient importance to seek ratification.
Whether the proposal is approved or defeated, the Board may reconsider its
selection of KPMG LLP. It is expected that one or more representatives of KPMG
LLP will be present at the annual meeting and will be given an opportunity to
make a statement if they desire to do so and to respond to appropriate questions
from stockholders. It is not expected that a representative of McManus & Co.,
P.C. will attend the meeting.
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<PAGE>
The Board Of Directors unanimously recommends that the stockholders
vote for approval of KPMG LLP as the Company's certified independent
accountants.
OTHER BUSINESS
The Board Of Directors is not aware of any other matters that are to be
presented at the annual meeting, and it has not been advised that any other
person will present any other matters for consideration at the meeting.
Nevertheless, if other matters should properly come before the annual meeting,
the stockholders present, or the persons, if any, authorized by a valid proxy to
vote on their behalf, shall vote on such matters in accordance with their
judgment.
VOTING PROCEDURES
Votes at the annual meeting are counted by an inspector of election
appointed by the Chairman of the meeting. If a quorum is present, an affirmative
vote of a majority of the votes entitled to be cast by those present in person
or by proxy is required for the approval of items submitted to stockholders for
their consideration, unless a different number of votes is required by Delaware
law or our certificate of incorporation. Under Delaware law, the proposal to
amend our certificate of incorporation to change the name of the company
requires the approval of a majority of all the outstanding shares. Abstentions
by those present at the annual meeting are tabulated separately from affirmative
and negative votes and do not constitute affirmative votes. If a stockholder
returns his proxy card and withholds authority to vote for any or all of the
nominees, the votes represented by the proxy card will be deemed to be present
at the meeting for purposes of determining the presence of a quorum but will not
be counted as affirmative votes. Shares in the names of brokers that are not
voted are treated as not present.
RESOLUTIONS PROPOSED BY INDIVIDUAL STOCKHOLDERS;
DISCRETIONARY AUTHORITY TO VOTE PROXIES
In order to be considered for inclusion in the proxy statement and form
of proxy relating to our next annual meeting of stockholders following the end
of our 2000 fiscal year, proposals by individual stockholders must be received
by us no later than November 23, 2000. Stockholder proposals also must comply
with certain SEC rules and regulations.
In addition, the proxy solicited by the Board of Directors for the 2001
annual meeting of stockholders will confer discretionary authority on any
stockholder proposal presented at that meeting unless we are provided with
notice of that proposal no later than February 7, 2001.
INCORPORATION BY REFERENCE
We incorporate by reference into this proxy statement Items 6
(Management's Discussion And Analysis Of Financial Condition And Results Of
Operations) and 7 (Financial Statements) included in our Annual Report on Form
10-KSB for the year ended December 31, 1999 filed with the Securities And
Exchange Commission. A copy of this report is being mailed to each stockholder
with this proxy statement.
AVAILABILITY OF OTHER DOCUMENTS
Upon written request, we will provide, without charge, a copy of our
Annual Report on Form 10-KSB for the year ended December 31, 1999, to any
stockholders of record, or to any stockholder who owns common stock listed in
the name of a bank or broker as nominee, at the close of business on March 17,
2000. Any request for a copy of our Annual Report should be mailed to the
Secretary, ClearWorks.net, Inc., 2450 Fondren, Suite 200, Houston, Texas 77063.
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<PAGE>
FORWARD-LOOKING STATEMENTS
This proxy statement includes "forward-looking" statements within the
meaning of Section 21E of the Exchange Act. All statements other than statements
of historical facts included in this proxy statement, including without
limitation statements under "Recent Developments Concerning The Company"
regarding our financial position, business strategy, and plans and objectives of
management for future operations and capital expenditures, are forward-looking
statements. Although we believe that the expectations reflected in the
forward-looking statements and the assumptions upon which the forward-looking
statements are based are reasonable, we can give no assurance that such
expectations and assumptions will prove to have been correct. Additional
statements concerning important factors that could cause actual results to
differ materially from our expectations ("Cautionary Statements") are disclosed
in the "Forward-Looking Statements--Cautionary Statements" section of our
General Form For Registration Of Securities on Form 10-SB/A-3 as filed with the
Securities and Exchange Commission on October 20, 1999. All written and oral
forward-looking statements attributable to us or persons acting on our behalf
subsequent to the date of this proxy statement are expressly qualified in their
entirety by the Cautionary Statements.
This notice and proxy statement are sent by order of the Board Of
Directors.
Dated: March 13, 2000 Michael T. McClere
Chief Executive Officer
* * * * *
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<PAGE>
REVOCABLE PROXY
CLEARWORKS.net, INC.
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Shannon D. McLeroy and Carl A. Chase, or
either of them, with full power of substitution, the proxy of the undersigned
(the "Proxy") to represent the undersigned at the Annual Meeting of
Stockholders of ClearWorks.net (the "Company") to be held on Friday, April
28, 2000 or any adjournment or postponement thereof, and to vote the number
of shares of the Common Stock of the Company which the undersigned would be
entitled to vote if personally present:
With- For All
For hold Except
1. Election of Directors: / / / / / /
Michael T. McClere Dennis Majeski Raymond G. Harrell
INSTRUCTION: To withhold authority to vote for any individual nominee, mark
"For All Except" and write that nominee's name in the space provided below.
- --------------------------------------------------------------------------------
For Against Abstain
/ / / / / /
2. Proposal to amend the Certificate of
Incorporation to change the name of Company.
3. Proposal to adopt the 1999 Long-Term / / / / / /
Incentive Plan.
4. Proposal to ratify the appointment of KPMG LLP, / / / / / /
independent certified public accountants, to
audit the Company's books and financial records
for the fiscal year ending on December 31, 1999
and 2000.
5. In his discretion, the Proxy holder is authorized to vote upon such other
business as may properly come before the meeting.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
---------------------------------
Please be sure to sign and date Date
this Proxy.
- --------------------------------------------------------------------------------
Stockholder sign above Co-holder (if any) sign above
- --------- ---------- ----------
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, the shares
represented hereby will be voted, FOR the election of the nominees listed
above, FOR the Amendment of the Certificate of Incorporation, FOR the
adoption of the 1999 Long-Term Incentive Plan, FOR the ratification of KPMG
LLP to serve as the Company's auditors, and as the Proxy deems advisable on
such other matters as may properly come before the meeting. This proxy may be
revoked at any time prior to the time it is voted.
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
ClearWorks.net, Inc.
- --------------------------------------------------------------------------------
NOTE: Please sign your name or names exactly as set forth hereon. For
jointly owned shares, each owner should sign. If signing as attorney,
executor, administrator, trustee or guardian, please indicate the capacity
in which you are acting. Proxies executed by corporations should be signed
by a duly authorized officer.
Whether or not you plan to attend the meeting in person, you are urged to
sign and return your proxy without delay in the return envelope provided for
that purpose which requires no postage if mailed in the United States.
When signing the proxy, please date it and take care to have the signature
conform to the stockholder's name as it appears on this side of the proxy.
If shares are registered in the names of two or more persons, each person
should sign. Executors, administrators, trustees and guardians should so
indicate when signing.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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