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:
|X| Preliminary Proxy Statement |_| Confidential, For Use of the
|_| Definitive Proxy Statement Commission Only (as permitted by
|_| Definitive Additional Materials Rule 14a-6(e)(2))
|_| Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
Cyber Mark International Corp.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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Preliminary Proxy Materials
CYBER MARK INTERNATIONAL CORP.
359 Enford Road, Unit 1
Richmond Hill, Ontario Canada L4C 3G2
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 14, 2000
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Cyber
Mark International Corp. ("Company") will be held at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada on July 14, 2000 at 10:00 a.m. local time, for
the following purposes:
1. To elect one director to hold office until the Annual Meeting of
Shareholders in 2001 and until his successor has been duly elected and
qualified;
2. To consider and vote upon a proposal to amend the Company's Articles
of Incorporation to increase the number of authorized shares of Common
Stock and Preferred Stock; and
3. To transact such other business as may properly come before the
meeting, and any adjournment(s) thereof.
The transfer books will not be closed for the Annual Meeting. Only
shareholders of record at the close of business on June 22, 2000 will be
entitled to notice of, and to vote at, the meeting and any adjournments thereof.
You are urged to read the attached proxy statement, which contains
information relevant to the actions to be taken at the meeting. In order to
assure the presence of a quorum, whether or not you expect to attend the meeting
in person, please sign and date the accompanying proxy card and mail it promptly
in the enclosed addressed, postage prepaid envelope. You may revoke your proxy
if you so desire at any time before it is voted.
By Order of the Board of Directors
Samuel Singal
President
Richmond Hill, Ontario
June 26, 2000
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CYBER MARK INTERNATIONAL CORP.
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PROXY STATEMENT
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GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of Cyber
Mark International Corp. ("Company") to be used at the Annual Meeting of
Shareholders of the Company to be held at 10:00 a.m. local time, on Friday, July
14, 2000 and any adjournment or adjournments thereof ("Annual Meeting"). The
Annual Meeting will be held at 359 Enford Road, Unit 1, Richmond Hill, Ontario,
Canada. The matters to be considered at the meeting are set forth in the
attached Notice of Meeting.
The Company's executive offices are located at 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada L4C 3G2. This Proxy Statement and the enclosed
form of proxy are first being sent to shareholders on or about June 26, 2000.
Record Date; Voting Securities
The Board of Directors has fixed the close of business on June 22, 2000 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting or any and all adjournments thereof. As of June 22,
2000, the Company had issued and outstanding 6,104,300 shares of Common Stock,
par value $.0001 per share ("Common Stock"), the Company's only class of voting
securities outstanding. Each shareholder of the Company will be entitled to one
vote for each share of Common Stock registered in his or her name on the record
date.
Solicitation, Voting and Revocation of Proxies
Proxies in the form enclosed are solicited by and on behalf of the Board of
Directors. The persons named in the proxy have been designated as proxies by the
Board of Directors. Any proxy given pursuant to such solicitation and received
in time for the meeting will be voted as specified in such proxy. If no
instructions are given, proxies will be voted "FOR" the election of the nominee
as the director of the Company listed below under the caption Proposal I, "FOR"
the proposal to amend to Company's Articles of Incorporation to increase the
number of authorized shares of capital stock as described below under Proposal
II, and, in the discretion of the proxies named in the proxy with respect to any
other matters properly brought before the meeting and any adjournments of the
meeting. Any proxy may be revoked by written notice received by the President of
the Company at any time prior to the voting thereof, by submitting a subsequent
proxy or by attending the Annual Meeting and voting in person. Attendance by a
shareholder at the Annual Meeting does not alone serve to revoke his or her
proxy.
The presence, in person or by proxy, of a majority of the votes entitled to
be cast at the meeting will constitute a quorum at the meeting. A proxy
submitted by a shareholder may indicate that all or a portion of the shares
represented by such proxy are not being voted ("shareholder withholding") with
respect to a particular matter. Similarly, a broker may not be permitted to vote
stock ("broker non-vote") held in street name on a particular matter in the
absence of instructions from the beneficial owner of such stock. The shares
subject to a proxy which are not being voted on a particular matter (because of
either shareholder withholding or broker non-vote) will not be considered shares
present and entitled to vote on such matter. These shares, however, may be
considered present and entitled to vote on other matters and will count for
purposes of determining the presence of a quorum, unless the proxy indicates
that such shares are not being voted on any matter at the meeting, in which case
such shares will not be counted for purposes of determining the presence of a
quorum.
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Directors are elected by a plurality of the votes cast at the meeting.
"Plurality" means that the nominees who receive the highest number of votes will
be elected as the directors of the Company. Consequently, any shares not voted
"FOR" a particular nominee (because of either shareholder withholding or broker
non-vote), will not be counted in such nominee's favor.
The approval of the amendment to the Articles of Incorporation requires the
affirmative vote of a majority of the shares of Common Stock outstanding and
entitled to vote. Because this proposal requires the affirmative vote of a
majority of the outstanding shares of Common Stock, abstentions on this matter
(which are considered present and entitled to vote on the matters) and shares of
Common Stock considered present, but not entitled to vote on this matter
(because of a broker non-vote), will have the same effect as a vote against the
proposal.
All other matters that may be brought before the shareholders must be
approved by the affirmative vote of a majority of the votes cast at the meeting.
Abstentions from voting are counted as "votes cast" with respect to such
proposal and, therefore, have the same effect as a vote against the proposal.
Shares deemed present at the meeting but not entitled to vote (because of either
shareholder withholding or broker non-vote) are not deemed "votes cast" with
respect to such proposal and therefore will have no effect on such vote.
Annual Report
The Company's Annual Report on Form 10-KSB to Shareholders for the fiscal
year ended December 31, 1999, as amended, which contains audited financial
statements, is being mailed with this Proxy Statement on or about June 26, 2000,
to all persons who were shareholders of record as of the close of business on
June 22, 2000.
The Company will provide to each person solicited by the Company, without
charge, a copy of the Annual Report on Form 10-KSB, as amended (excluding
exhibits), for the fiscal year ended December 31, 1999 upon written request sent
to The President, Cyber Mark International Corp., 359 Enford Road, Unit 1,
Richmond Hill, Ontario, Canada L4C 3G2. Exhibits to the Annual Report may be
obtained on payment of a fee of $.25 per page, plus $5.00 postage and handling
charge, if request in writing as provided immediately above.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of June 22, 2000 with
respect to the stock ownership of (i) those persons or groups who beneficially
own more than 5% of the Company's Common Stock, (ii) each director of the
Company, (iii) each executive officer whose compensation exceeded $100,000 in
1999, and (iv) all directors and executive officers of the Company as a group
(based upon information furnished by such persons).
Amount and Nature Percent
Name of Beneficial Owner of Beneficial Ownership of Class1
------------------------ ----------------------- ---------
Samuel Singal(2) 4,130,000 67.7%
Chancery Corporate Services(3) 1,000,000(3) 16.4%
All directors and executive 4,703,000(4) 73.4%
officers as a group (3 persons)
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* less than .1%
(1) Percentage includes all outstanding shares of Common Stock plus, for each
person or group, any shares of Common Stock that the person or the group
has the right to acquire within 60 days pursuant to options, warrants,
conversion privileges or other rights.
(2) The person's address is 359 Enford Road, Unit 1, Richmond Hill, Ontario,
Canada L4C 3G2.
(3) The address for Chancery Corporate Services is Nassau, Bahamas. This entity
is the corporate trustee with full voting and dispositive authority for the
trusts which own Tinto Inc. and Dungavel Inc. Each of Tinto Inc. and
Dungavel Inc. own 500,000 shares of Common Stock.
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(4) Includes 300,000 shares currently exercisable under employee stock options
and excludes 100,000 shares of Common Stock under options which vest in the
future.
PROPOSAL I: ELECTION OF DIRECTOR
The person listed below have been designated by the Board of Directors as
the candidate for election as director to serve until the next annual meeting of
shareholders or until his respective successor has been elected and qualified.
Unless otherwise specified in the form of proxy, the proxies solicited by
management will be voted "FOR" the election of this candidate. In case any of
this nominee become unavailable for election to the Board of Directors, an event
which is not anticipated, the persons named as proxies, or their substitutes,
shall have full discretion and authority to vote or refrain from voting for any
other nominee in accordance with their judgment.
Name Age Director Since Position
---- --- -------------- --------
Samuel Singal 51 1998 Chairman of the Board and Chief
Operating Officer and Director
Samuel Singal founded the Company's principal subsidiary, CM300 in 1996 and
the Company in 1998 as a holding company. Mr. Singal has been the Chairman and
Chief Operating Officer of the Company since 1998 and the President of CM300
since 1996. From 1994 until 1996, Mr. Singal was employed at Cybermind Systems,
where he held the position of President.
Board Meetings and Committees
During the fiscal year ended December 31, 1999, the Board of Directors
acted by unanimous consent one time. Members of the Board of Directors generally
are elected annually by the shareholders of the Company and may be removed as
provided in the General Corporation Law of the State of Delaware and the
Company's Articles of Incorporation.
Compensation of Outside Directors
Directors who are employees of the Company receive no cash compensation for
serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. There are no outside directors of the
Company, and the Company does not have any policy on compensation of outside
directors at this time.
Executive Compensation
The Company currently does not pay any salaries to Mr. Singal or Mr. Byck
as the Treasurer of the Company. The Company pays a monthly salary of $1,280 to
Ms. Runge, the Secretary of the Company. None of the executive officers is
employed under a written contract of employment.
The Company cannot determine, without unreasonable effort or expense, the
specific amount of certain personal benefits afforded to its employees, or the
extent to which benefits are personal rather than for business. The Company has
concluded that the aggregate amounts of such personal benefits which cannot be
specifically or precisely ascertained do not in any event exceed, as to each
individual named above, the lesser of $50,000 or 10% of the compensation
reported above for such individual, or, in the case of a group, the lesser of
50,000 for each individual in the group, or 10% of the compensation reported
above for the group, and that such information set forth above is not rendered
materially misleading by virtue of the omission of the value of such personal
benefits.
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1998 Stock Option Plan
We have a Performance Equity Plan which was adopted in 1998 and provides
for the issuance of stock- based awards for up to 260,000 shares of common
stock. The awards under this plan may be granted separately or together with
other awards. The awards include incentive and non-incentive stock options,
stock bonuses and cash payment awards. Incentive stock options may only be
granted to persons who are our employees. Other forms of awards may be granted
to consultants, directors, employees and officers of the Company. We have not
granted any options under this plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities ("ten percent
shareholders") to file reports of ownership and changes in ownership with the
Securities and Exchange Commission ("SEC") and the National Association of
Securities Dealers, Inc. Officers, directors and ten percent shareholders are
charged by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. Based solely upon its review of the copies of such forms
received by it, or written representations from certain reporting persons that
no Forms 5 were required for those persons, the Company believes that, during
the fiscal year ended December 31, 1999, the filing requirements applicable to
its executive officers, directors and ten percent shareholders were not
fulfilled or not fulfilled on a timely basis.
PROPOSAL II: TO APPROVE THE AMENDMENT
TO THE ARTICLES OF INCORPORATION TO CHANGE THE CAPITAL
The Company is currently authorized by its Articles of Incorporation to
issue 10,000,000 shares of Common Stock and 500,000 shares of Preferred Stock.
As of the record date,6,104,300 shares of Common Stock were outstanding and no
shares of Preferred Stock were outstanding. In addition, the Company was
obligated to reserve approximately 260,000 shares of Common Stock for issuance
under the 1998 Performance Equity Plan and 400,000 shares of Common Stock under
other outstanding options and warrants. In addition the Company will have to
reserve additional shares of Common Stock for proposed financings that are being
considered by the Company. Based on the number of shares of Common Stock
outstanding as of the record date, the need to reserve shares of Common Stock as
set forth above and the current Articles of Incorporation limit of 10,000,000
shares of Common Stock, the Board of Directors does not believe there is an
adequate number of authorized shares of Common Stock under the Articles of
Incorporation for management to be able to meet current obligations of the
Company and to plan for the future growth and development of the Company. In
addition, the Board of Directors does not believe there is an adequate number of
authorized shares of Preferred Stock under the Articles of Incorporation for
management to be able to effectively grow the Company and capitalize its
operations. Accordingly, the Board of Directors proposes to amend the Articles
of Incorporation to increase the authorized number of shares of Common Stock by
an additional 65,000,000 shares of Common Stock to 75,000,000 shares of Common
Stock and to increase the authorized number of shares of Preferred Stock by an
additional 2,500,000 shares of Preferred Stock to 3,000,000 shares of Preferred
Stock.
The Board of Directors believes approval of the amendment to the Articles
of Incorporation to increase the capital is in the best interest of the Company
and its stockholders. The authorization of additional shares of Common Stock
will enable the Company to meet its obligations under the various employee
benefit plans, employment arrangements and outstanding options and warrants and
issue options, awards and warrants in the future. In addition, the proposed
amendment will give the Board of Directors flexibility to authorize the issuance
of shares of Common Stock and Preferred Stock in the future for financing the
Company's business, for acquiring other businesses, for forming strategic
partnerships and alliances and for stock dividends and stock splits.
Approval of the proposal will permit the Board of Directors to issue
additional shares of Common Stock and Preferred Stock without further approval
of the stockholders of the Company; and the Board of Directors does not intend
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to seek stockholder approval prior to any issuance of the authorized capital
stock unless stockholder approval is required by applicable law or stock market
or exchange requirements. Although the Company from time to time reviews various
transactions that could result in the issuance of Common Stock or Preferred
Stock, the Company is not a party to any agreement to issue additional shares of
its capital stock, except as may be required in connection with the exercise of
existing outstanding options and warrants or upon a proposed financing that will
require the Company to issue shares of Common Stock on conversion of certain
notes and on exercise of certain warrants, or in connection with options and
other stock based awards which may be issued under the Company's 1998
Performance Equity Plan or under any other plan or arrangement the Board of
Directors may hereafter approve.
Other than limited provisions in the Company's by-laws, the Company does
not have in place provisions which may have an anti-takeover effect. At this
Annual Meeting, the shareholders are being asked to consider and approve a
proposal to increase the number of authorized shares of Common Stock and
Preferred Stock. This proposal has not resulted from the Company's knowledge of
any specific effort to accumulate the Company's securities or to obtain control
of the Company by means of a merger, tender offer, proxy solicitation in
opposition to management or otherwise. The Company is not submitting this
proposal to enable it to frustrate any efforts by another party to acquire a
controlling interest or to seek Board representation.
The issuance of additional shares of Common Stock and Preferred Stock may
have a dilutive effect on earnings per share and on the equity and voting power
of existing security holders of the Company's capital stock. It may also
adversely affect the market price of the Common Stock. However, if additional
shares are issued in transactions whereby favorable business opportunities are
provided and allow the Company to pursue its business plans, the market price
may increase.
The holders of Common Stock of the Company are entitled to one vote for
each share held of record on all matters to be voted on by the stockholders of
the Company. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the shares of
Common Stock of the Company voted in an election of directors can elect the
directors of the Company. The holders of Common Stock are entitled to receive
dividends when, as, and if declared by the Board of Directors out of funds
legally available therefor. The Company never has paid dividends on its shares
of Common Stock. In the event of liquidation, dissolution or winding up of the
Company, the holders of the shares of Common Stock are entitled to share ratably
in all assets remaining available for distribution to them after payment of
liabilities and after provision has been made for each class of stock, if any,
having preference over the Common Stock. Holders of shares of Common Stock have
no conversion, preemptive or other subscription rights, and there are no
redemption provisions applicable to the Common Stock.
The affirmative vote of a majority of the outstanding Common Shares is
required to approve the amendment to the Articles of Incorporation.
If the proposal to amend the Articles of Incorporation is approved, the
fourth article of the Articles of Incorporation will be amended promptly after
the meeting to increase the number of shares of Common Stock the Company is
authorized to issue to 75,000,000 and increase the number of shares of Preferred
Stock the Company is authorized to issue to 3,000,000.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL
OF THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE
THE CAPITAL
INDEPENDENT ACCOUNTANTS
The Company currently has selected Citrin Cooperman & Company, LLP as its
independent accountants for the year ending December 31, 2000. A representative
of Citrin Cooperman & Company LLP is expected to be present at the meeting with
an opportunity to make a statement if he desires to do so and is expected to be
available to respond to appropriate questions.
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SOLICITATION OF PROXIES
The cost of proxy solicitations will be borne by the Company. In addition
to solicitations of proxies by use of the mails, some officers or employees of
the Company, without additional remuneration, may solicit proxies personally or
by telephone. The Company may also request brokers, dealers, banks and their
nominees to solicit proxies from their clients where appropriate, and may
reimburse them for reasonable expenses related thereto.
SHAREHOLDER PROPOSALS
Shareholder Proposals and Nominations
Proposals of shareholders intended to be presented at the annual meeting to
be held in 2001 must be received at the Company's offices by February 22, 2001
for inclusion in the proxy materials relating to that meeting.
The Company has provisions in its certificate of incorporation intended to
promote the efficient functioning of its shareholder meetings. Some of the
provisions describe the Company's right to determine the time, place and conduct
of shareholder meetings and to require advance notice by mail or delivery to the
Company of shareholder proposals or director nominations for shareholder
meetings.
Under the certificate of incorporation, shareholders must provide the
Company with at least 70 days notice of business the shareholder proposes for
consideration at the meeting and persons the shareholder intends to nominate for
election as directors at the meeting. This notice must be received for the
annual meeting in the year 2001 on April 13, 2001. Shareholder proposals must
include the exact language of the proposal, a brief description of the matter
and the reasons for the proposal, the name and address of the shareholder making
the proposal and disclosure of that shareholder's number of shares of Common
Stock owned, length of ownership of the shares, representation that the
shareholder will continue to own the shares through the shareholder meeting,
intention to appear in person or proxy at the shareholder meeting and material
interest, if any, in the matter being proposed. Shareholder nominations for
persons to be elected as directors must include the name and address of the
shareholder making the nomination, a representation that the shareholder owns
shares of Common Stock entitled to vote at the shareholder meeting, a
description of all arrangements between the shareholder and each nominee and any
other persons relating to the nomination, the information about the nominees
required by the Exchange Act of 1934 and a consent to nomination of the person
nominated.
Shareholder proposals or nominations should be addressed to The Secretary,
Cyber Mark International Corp., 359 Enford Road, Unit 1, Richmond Hill, Ontario,
Canada L4C 3G2.
Discretionary Voting of Proxies on Other Matters
The Company does not now intend to bring before the Annual Meeting any
matters other than those specified in the notice of the Annual Meeting, and it
does not know of any business which persons other than the Board of Directors
intend to present at the Annual Meeting. Should any business requiring a vote of
the shareholders, which is not specified in the notice, properly come before the
Annual Meeting, the persons named in the accompanying proxy intend to vote the
shares represented by them in accordance with their best judgment.
By Order of the Board of Directors
Samuel Singal
President
Richmond Hill, Ontario
June 26, 2000
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PRELIMINARY PROXY MATERIALS
CYBER MARK INTERNATIONAL CORP. - PROXY
Solicited By The Board Of Directors
for Annual Meeting To Be Held on July 14, 2000,
The undersigned Shareholder(s) of Cyber Mark International Corp., a
Delaware corporation ("Company"), hereby appoints Samuel Singal and Joseph
Byck, or either of them, with full power of substitution and to act without
P the other, as the agents, attorneys and proxies of the undersigned, to vote
the shares standing in the name of the undersigned at the Annual Meeting of
Shareholders of the Company to be held on July 14, 2000 and at all
adjournments thereof. This proxy will be voted in accordance with the
instructions given below. If no instructions are given, this proxy will be
voted FOR all of the following proposals.
R
1. Election of the following Directors:
O FOR all nominees listed below except WITHHOLD AUTHORITY to vote for
as marked to the contrary below |_| all nominees listed below|_|
X Samuel Singal
INSTRUCTIONS: To withhold authority to vote for any individual nominee,
Y write that nominee's name in the space below.
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2. Approve the Amendment to the Certificate of Incorporation to increase
the number of authorized shares of capital stock of the Company.
FOR |_| AGAINST |_| ABSTAIN |_|
3. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.
FOR |_| AGAINST |_| ABSTAIN |_|
|_| I plan on attending the Annual Meeting.
Date: ___________________, 2000
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Signature
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Signature if held jointly
Please sign exactly as name appears above.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
If a corporation, please sign in full
corporate name by President or other
authorized officer. If a partnership,
please sign in partnership name by
authorized person.
