<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
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:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
E.PIPHANY, 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> 2
PRELIMINARY PROXY STATEMENT
------------------------
E.PIPHANY, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
WEDNESDAY, DECEMBER 6, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of E.piphany,
Inc., a Delaware corporation (the "Company"), will be held on Wednesday,
December 6, 2000 at 10:00 a.m., local time, at 2988 Campus Drive, San Mateo, CA
94403, for the following purposes:
1. To approve the amendment and restatement of the Company's
Certificate of Incorporation for the purpose of increasing the number of
authorized shares of common stock, $0.0001 par value, of the Company from
100,000,000 to 500,000,000 shares and increasing the number of authorized
shares of preferred stock, $0.0001 par value, of the Company from 5,000,000
to 25,000,000 shares; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on October 20, 2000
are entitled to receive notice of, to attend and to vote at the meeting and any
adjournment thereof.
All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting you are urged to mark,
sign, date and return the enclosed Proxy Card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any stockholder attending
the meeting may vote in person even if such stockholder returned a proxy.
FOR THE BOARD OF DIRECTORS
Roger S. Siboni
President, Chief Executive Officer and
Chairman of the Board
San Mateo, California
November 6, 2000
IMPORTANT: WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
DATE, AND SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE
IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF
MAILED IN THE UNITED STATES.
<PAGE> 3
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
The enclosed Proxy is solicited on behalf of the Board of Directors of
E.piphany, Inc. for use at a Special Meeting of Stockholders to be held
Wednesday, December 6, 2000, at 10:00 a.m., local time, or at any and all
continuations or adjournments thereof, for the purposes set forth herein and in
the accompanying Notice of Special Meeting of Stockholders. The Special Meeting
will be held at 2988 Campus Drive, San Mateo, CA 94403. The telephone number at
that location is (650) 356-3800. E.piphany's headquarters are located at 1900
South Norfolk Street, Suite 310, San Mateo, California 94403 and the telephone
number is (650) 356-3800.
These proxy solicitation materials were mailed on or about November 6, 2000
to all stockholders entitled to vote at the Special Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
PURPOSES OF THE SPECIAL MEETING
The purposes of the Special Meeting are:
- to approve the amendment and restatement of the Company's Certificate of
Incorporation for the purpose of increasing the number of authorized
shares of common stock, $0.0001 par value, of the Company from
100,000,000 to 500,000,000 shares and increasing the number of authorized
shares of preferred stock, $0.0001 par value, of the Company from
5,000,000 to 25,000,000 shares; and
- to transact such other business as may properly come before the meeting
or any adjournment thereof.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on October 20, 2000 (the
"Record Date") are entitled to notice of, and to vote at the Special Meeting. As
of October 11, 2000, 45,549,017 shares of E.piphany's Common Stock were issued
and outstanding. The closing price of E.piphany's Common Stock on The Nasdaq
Stock Market on the last trading day immediately prior to October 11, 2000 was
$60.25 per share.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of E.piphany
a written notice of revocation or a duly executed proxy bearing a later date or
by attending the Special Meeting and voting in person. Attending the Special
Meeting in and of itself will not constitute a revocation of proxy.
VOTING AND SOLICITATION
Each share of Common Stock outstanding on the Record Date will be entitled
to one vote on all matters. The increase in the number of authorized shares of
common stock and preferred stock will require the affirmative vote of a majority
of the shares of E.piphany's outstanding Common Stock present or represented at
the Special Meeting.
Shares of Common Stock represented by properly executed proxies will,
unless such proxies have been previously revoked, be voted in accordance with
the instructions indicated thereon. In the absence of specific instructions,
properly executed proxies will be voted:
- FOR approval of the amendment and restatement of the Company's
Certificate of Incorporation for the purpose of increasing the number of
authorized shares of common stock and preferred stock.
No business other than that set forth in the accompanying Notice of Special
Meeting of Stockholders is expected to come before the Special Meeting. Should
any other matter requiring a vote of stockholders
1
<PAGE> 4
properly arise, the persons named in the enclosed form of proxy will vote such
proxy as the Board of Directors may recommend.
The cost of this solicitation will be borne by E.piphany. E.piphany may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial
owners. Proxies may also be solicited by certain of E.piphany's directors,
officers and regular employees, without additional compensation other than
reimbursement of expenses, personally or by telephone, telegram or letter.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Special Meeting
is a majority of the shares of Common Stock outstanding on the Record Date.
Shares that are voted "FOR" or "AGAINST" a matter are treated as being present
at the Special Meeting for purposes of establishing a quorum and are also
treated as shares "represented and voting" at the Special Meeting (the "Votes
Cast") with respect to such matter.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker non-vote are counted present and entitled to vote and are,
therefore, included for purposes of determining whether a quorum of shares is
present at a meeting; however, such votes are not deemed to be Votes Cast. As a
result, abstentions and broker non-votes are not included in the tabulation of
the voting results on the election of directors or issues requiring approval of
a majority of the Votes Cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker non-vote occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and
has not received instructions from the beneficial owner.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of E.piphany's stockholders that are intended to be presented by
such stockholders at E.piphany's next Annual Meeting of stockholders must be
received by E.piphany at its principal executive offices, no later than December
26, 2000 in order to be considered for possible inclusion in the Proxy Statement
and form of Proxy relating to such meeting.
If you intend to present a proposal at E.piphany's Annual Meeting of
stockholders to be held in 2001, but you do not intend to have it included in
our 2001 Proxy Statement, you must deliver a copy of your proposal to
E.piphany's General Counsel at our principal executive office listed above no
later than March 2, 2001 and no earlier than January 31, 2001.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of E.piphany's common stock as of October 11, 2000 by (i) each
director of E.piphany, (ii) E.piphany's Chief Executive Officer and each of the
four other most highly compensated executive officers of E.piphany's during
fiscal 1999, (iii) all directors and executive officers of E.piphany as a group,
and (iv) all those known by E.piphany to be beneficial owners of more than five
percent of outstanding shares of E.piphany's common stock. This table is based
on information provided to E.piphany or filed with the Securities and Exchange
Commission by E.piphany's directors, executive officers and principal
stockholders. Unless otherwise indicated in the footnotes below, and subject to
community property laws where applicable, each of the named persons has sole
voting and investment power with respect to the shares shown as beneficially
owned.
Unless otherwise indicated, the address of each stockholder listed in the
following table is c/o E.piphany, Inc., 1900 South Norfolk Street, San Mateo,
California 94403. Applicable percentage ownership in the following table is
based on 45,549,017 shares of common stock outstanding as of October 11, 2000.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE OF
SHARES BENEFICIALLY SHARES BENEFICIALLY
NAME AND ADDRESS OWNED OWNED
---------------- ------------------- -------------------
<S> <C> <C>
Putnam Investments, Inc.(1)................................. 4,378,000 9.6%
One Post Office Square
Boston, Massachusetts 02109
Kleiner Perkins Caufield & Byers(2)......................... 2,959,291 6.5
2750 Sand Hill Road
Menlo Park, California 94025
Information Technology Ventures(3).......................... 3,547,296 7.8
3000 Sand Hill Road
Building 1, Suite 280
Menlo Park, California 94025
Roger S. Siboni(4).......................................... 1,370,000 3.0
Gayle Crowell............................................... 242,800 *
Kevin J. Yeaman(5).......................................... 95,013 *
Phillip M. Fernandez(6)..................................... 210,228 *
Anthony M. Leach............................................ 305,726 *
Karen A. Richardson(7)...................................... 212,946 *
Douglas J. Mackenzie(8)..................................... 2,998,495 6.6
Sam H. Lee(9)............................................... 3,547,296 7.8
Paul M. Hazen(10)........................................... 60,000 *
Robert L. Joss(11).......................................... 60,000 *
---------- ----
All directors and officers as a group (15 persons)(12)...... 10,944,282 24.0
</TABLE>
---------------
* Less than 1% of the outstanding shares of common stock.
(1) Includes 3,271,020 shares held by Putnam Investment Management, Inc.,
144,580 shares held by The Putnam Advisory Company, Inc. and 962,400 shares
held by Putnam OTC & Emerging Growth Fund.
(2) Includes 2,758,315 shares held by Kleiner Perkins Caufield & Byers VIII
L.P., 163,993 shares held by KPCB VIII Founders Fund, L.P., and 36,983
shares held by KPCB Information Services Zaibatsu Fund II, L.P. The general
partner of Kleiner Perkins Caufield & Byers VIII, L.P. and KPCB VIII
Founders Fund, L.P. is KPCB VIII Associates, L.P. The general partner of
KPCB Information Sciences Zaibatsu Fund II, L.P. is KPCB VII Associates,
L.P. Douglas J. Mackenzie, a member of the board of directors of E.piphany
is a general partner of both KPCB VIII Associates, L.P. and KPCB VII
Associates, L.P.
(3) Includes 3,455,158 shares held by Information Technology Ventures, L.P. and
92,138 shares held by ITV Affiliates Fund, L.P. The general partner of each
of these two limited partnerships is ITV
3
<PAGE> 6
Management, L.L.C. Sam H. Lee, a member of the board of directors of
E.piphany, is a principal member of ITV Management L.L.C.
(4) Includes 666,666 shares subject to repurchase by E.piphany as of September
30, 2000. E.piphany's right of repurchase lapses as to 33,333 shares per
month for Mr. Siboni.
(5) Includes 76,250 shares issuable upon exercise of currently exercisable
stock options.
(6) Includes 205,000 shares issuable upon exercise of currently exercisable
stock options.
(7) Includes 15,463 shares issuable upon exercise of currently exercisable
stock options.
(8) 2,959,291 shares are held by entities associated with Kleiner Perkins
Caufield & Byers, a venture capital firm (see footnote (2) above). Mr.
Mackenzie disclaims beneficial ownership of the shares held by the entities
associated with Kleiner Perkins Caufield & Byers except for his monetary
interest arising from his general partnership interest in the entities.
(9) All 3,547,296 shares are held by entities associated with ITV Management,
L.L.C., a venture capital firm. Mr. Lee disclaims beneficial ownership of
the shares held by the entities associated with ITV Management, L.L.C.
except for his monetary interest arising from his principal membership
interest in ITV Management, L.L.C.
(10) Includes 60,000 shares issuable upon exercise of currently exercisable
stock options.
(11) Includes 60,000 shares issuable upon exercise of currently exercisable
stock options.
(12) Includes the information contained in footnotes 4 to 11 above as well as
additional officers of E.piphany.
4
<PAGE> 7
PROPOSAL NO. 1
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
Under the Company's Amended and Restated Certificate of Incorporation
currently in effect, there are 100,000,000 shares of common stock and 5,000,000
shares of preferred stock authorized for issuance. As of October 11, 2000, there
were 45,549,017 shares of common stock outstanding and no shares of preferred
stock outstanding. On September 12, 2000, the Company's board of directors
approved an amendment to the Amended and Restated Certificate of Incorporation
subject to stockholder approval, to increase: (i) the shares of common stock
authorized for issuance by 400,000,000 shares, bringing the total number of
common shares authorized for issuance to 500,000,000, and (ii) the shares of
preferred stock authorized for issuance by 20,000,000 shares, bringing the total
number of preferred shares authorized for issuance to 25,000,000. At the special
meeting, the stockholders are asked to approve this amendment to the Amended and
Restated Certificate of Incorporation.
The principal purpose of the proposed increase in the number of authorized
shares of common stock is to make such shares available for use by the Board of
Directors as it deems appropriate or necessary. For example, such shares may be
needed in connection with future stock dividends or stock splits, raising
additional capital through the sale of the Company's securities, providing
options or other stock incentives to the Company's employees, consultants or
others, acquisition of another company or its business or assets, or
establishing a strategic relationship with a corporate partner. The board of
directors believes that this ability to issue stock is crucial to the Company's
future success. The Board of Directors has no present agreement, arrangement,
plan or understanding with respect to the issuance of any such shares of Common
Stock.
If the amendment is approved by the stockholders, the Board of Directors
does not intend to solicit further stockholder approval prior to the issuance of
any additional shares of Common Stock, except as may be required by applicable
law. Holders of the Company's securities as such have no statutory preemptive
rights with respect to issuances of Common Stock.
The increase in authorized Common Stock will not have any immediate effect
on the rights of existing stockholders. To the extent that the additional
authorized shares are issued in the future, they will decrease the existing
stockholders' percentage equity ownership and, depending on the price at which
they are issued, could be dilutive to the existing stockholders.
POTENTIAL ANTI-TAKEOVER EFFECT
The increase in the authorized number of shares of Common Stock and
Preferred Stock and the subsequent issuance of such shares could have the effect
of delaying or preventing a change-in-control of the Company without further
action by the stockholders. Shares of authorized and unissued Common Stock and
Preferred Stock could (within the limits imposed by applicable law) be issued in
one or more transactions that would make a change-in-control of the Company more
difficult, and therefore less likely. Any such issuance of additional stock
could have the effect of diluting the earnings per share and book value per
share of outstanding shares of the Company's Common Stock, and such additional
shares could be used to dilute the stock ownership or voting rights of a person
seeking to obtain control of the Company.
The full text of Article Fourth, as proposed to be amended, is set forth as
follows:
"ARTICLE FOURTH: The Corporation is authorized to issue two classes of
stock to be designated respectively Common Stock and Preferred Stock. The
total number of shares of all classes of stock that the Corporation has
authority to issue is Five Hundred Twenty Five Million (525,000,000),
consisting of Five Hundred Million (500,000,000) shares of Common Stock,
$0.0001 par value (the "Common Stock"), and Twenty Five Million
(25,000,000) shares of Preferred Stock, $0.0001 par value (the "Preferred
Stock").
The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, subject to limitations
prescribed by law, to fix by resolution or resolutions the designations,
powers, preferences and rights, and the qualifications, limitations or
restrictions thereof, of
5
<PAGE> 8
each such series of Preferred Stock, including without limitation authority
to fix by resolution or resolutions, the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), redemption price or prices, and liquidation
preferences of any wholly unissued series of Preferred Stock, and the
number of shares constituting any such series and the designation thereof,
or any of the foregoing.
The Board of Directors is further authorized to increase (but not
above the total number of authorized shares of the class) or decrease (but
not below the number of shares of any such series then outstanding) the
number of shares of any series, the number of which was fixed by it,
subsequent to the issue of shares of such series then outstanding, subject
to the powers, preferences and rights, and the qualifications, limitations
and restrictions thereof stated in the resolution of the Board of Directors
originally fixing the number of shares of such series. If the number of
shares of any series is so decreased then the shares constituting such
decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series."
VOTE REQUIRED
The approval of the amendment to the Amended and Restated Certificate of
Incorporation requires the affirmative vote of a majority of the shares present
in person or represented by proxy and entitled to vote on the proposal at the
special meeting.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE
THE NUMBER OF SHARES OF COMMON STOCK AND PREFERRED STOCK AUTHORIZED FOR
ISSUANCE.
OTHER INFORMATION
DESCRIPTION OF OUR CAPITAL STOCK
We are currently authorized to issue 100,000,000 shares of common stock,
$0.0001 par value, and 5,000,000 shares of undesignated preferred stock, $0.0001
par value. The following description of our capital stock is subject to and
qualified in its entirety by our amended certificate of incorporation and
bylaws, and by the provisions of applicable Delaware law.
COMMON STOCK
As of October 11, 2000, there were 45,549,017 shares of common stock
outstanding which were held of record by approximately 714 stockholders. In
addition, as of such date, approximately 7,213,605 shares were reserved for
issuance upon exercise of outstanding options; and approximately 4,165,537
shares were reserved for future grant under the Company's 1997 Stock Plan, the
Company's 1999 Stock Plan, RightPoint 1996 Stock Option Plan, iLeverage
Corporation 1997 Stock Plan, Octane Software, Inc. 1997 Stock Option Plan,
Octane Software, Inc. Nonstatutory Stock Option Plan, Octane Software, Inc. 2000
Pennsylvania Plan, eClass Direct, Inc. 1998 Stock Plan and the Company's 1999
Employee Stock Purchase Plan. Accordingly, as of October 11, 2000, the Company
had 43,071,841 shares of authorized but unissued and unreserved common stock
available for issuance. This does not include the number of persons whose stock
is in nominee or "street name" accounts through brokers. As of the date hereof,
there are no shares of preferred stock outstanding.
The holders of common stock are entitled to one vote per share on all
matters to be voted upon by the stockholders. Subject to preferences that may be
applicable to any outstanding preferred stock, the holders of common stock are
entitled to receive ratably such dividends, if any, as may be declared from time
to time by the board of directors out of funds legally available for that
purpose. In the event of our liquidation, dissolution or winding up, the holders
of our common stock are entitled to share ratably in all assets remaining after
6
<PAGE> 9
payment of liabilities, subject to prior distribution rights of preferred stock,
if any, then outstanding. The holders of common stock have no preemptive or
conversion rights or other subscription rights. There are no redemption or
sinking fund provisions applicable to our common stock.
PREFERRED STOCK
Our board of directors has the authority, without action by the
stockholders, to designate and issue preferred stock in one or more series and
to designate the rights, preferences and privileges of each series, which may be
greater than the rights of the common stock. It is not possible to state the
actual effect of the issuance of any shares of preferred stock upon the rights
of holders of our common stock until our board of directors determines the
specific rights of the holders of such preferred stock. However, the effects
might include, among other things:
- restricting dividends on the common stock;
- diluting the voting power of the common stock;
- impairing the liquidation rights of the common stock; or
- delaying or preventing a change in control without further action by the
stockholders.
No shares of preferred stock are outstanding and we have no present plans
to issue any shares of preferred stock.
FINANCIAL AND OTHER INFORMATION
The information required by Schedule 14A, Item 13(a) is hereby incorporated
by reference to our annual report dated March 30, 2000.
OTHER MATTERS
E.piphany knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy to vote the shares they represent as the
Board of Directors may recommend.
It is important that your shares be represented at the meeting, regardless
of the number of shares that you hold. You are, therefore, urged to execute and
return the accompanying proxy in the envelope which has been enclosed, at your
earliest convenience.
FOR THE BOARD OF DIRECTORS
Roger S. Siboni
President, Chief Executive Officer
and Chairman of the Board
Dated: November 6, 2000
7
<PAGE> 10
SKU# 1921-SPS-00
<PAGE> 11
PROXY
E.PIPHANY, INC.
1900 SOUTH NORFOLK STREET, SUITE 310, SAN MATEO, CA 94403
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF E.PIPHANY, INC.
FOR A SPECIAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 6, 2000
The undersigned holder of Common Stock, par value $0.0001, of E.piphany,
Inc. (the "Company") hereby appoints Roger S. Siboni and Kevin J. Yeaman, or
either of them, proxies for the undersigned, each with full power of
substitution, to represent and to vote as specified in this Proxy all Common
Stock of the Company that the undersigned stockholder would be entitled to vote
if personally present at the Special Meeting of Stockholders (the "Special
Meeting") to be held on Wednesday, December 6, 2000 at 10:00 a.m. local time, at
2988 Campus Drive, San Mateo, CA 94403, and at any subsequent adjournments or
postponements thereof. The undersigned stockholder hereby revokes any proxy or
proxies heretofore executed for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL NUMBER 1 AND IN THE DISCRETION OF THE PROXIES AS TO ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. The undersigned
stockholder may revoke this proxy at any time before it is voted by delivering
to the Corporate Secretary of the Company either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Special Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
------------- -------------
SEE REVERSE (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
------------- -------------
<PAGE> 12
[X] Please mark votes as in this example.
1. To approve the amendment and restatement of the Company's Certificate of
Incorporation for the purpose of increasing the number of authorized shares
of common stock, $0.0001 par value, of the Company from 100,000,000 to
500,000,000 shares and increasing the number of authorized shares of
preferred stock $0.0001 par value, of the Company from 5,000,000 to
25,000,000 shares; and
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
The undersigned acknowledges receipt of the accompanying
Notice of Special Meeting of Stockholders and Proxy
Statement.
Please date and sign exactly as your name(s) is (are) shown
on the share certificate(s) to which the Proxy applies. When
shares are held as joint-tenants, both should sign. When
signing as an executor, administrator, trustee, guardian,
attorney-in-fact or other fiduciary, please give full title
as such. When signing as a corporation, please sign in full
corporate name by President or other authorized officer.
When signing as a partnership, please sign in partnership
name by an authorized person.
Signature: _____________________________ Date: _______
Signature: _____________________________ Date: _______
-2-
