<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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 Under Rule 14a-12
RADVIEW SOFTWARE LTD.
(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)(4) 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>
[RADVIEW LOGO]
RADVIEW SOFTWARE LTD.
7 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803
Dear Shareholder:
You are cordially invited to attend the Extraordinary General Meeting of
Shareholders of RadView Software Ltd. (the "Company") to be held at 10:00 a.m.
on Wednesday, November 15, 2000 at the offices of RadView Software, Inc., 7 New
England Executive Park, Burlington, Massachusetts, 01803.
At the Extraordinary General Meeting, you will be asked, pursuant to Chapter
1 of Part 6 of the Israeli Companies Law, 1999, to confirm Robert Steinkrauss
and Christopher M. Stone as external directors of the Company under the Israeli
Companies Law. In connection with the Company's initial public offering, the
Board of Directors by unanimous vote, appointed Messrs. Robert Steinkrauss and
Christopher M. Stone to serve as directors. Under the Israeli Companies Law, the
shareholders are required to confirm the appointment of Messrs. Steinkrauss and
Stone to serve as external directors.
The Board of Directors recommends the approval of this proposal.
Further details of this matter to be considered at the Extraordinary General
Meeting are contained in the attached Proxy Statement. We urge you to consider
them carefully. Copies of the resolution to be adopted at the Extraordinary
General Meeting will be available at the offices of the Company to any
shareholder entitled to vote at the meeting for review during regular business
hours (to contact the Company please call 1-781-238-1111).
We hope that you will be able to attend the Extraordinary General Meeting.
Whether or not you plan to attend the Extraordinary General Meeting, it is
important that your shares are represented. Therefore, please complete, date,
sign and return the enclosed proxy card in the enclosed envelope, which requires
no postage. This will ensure your proper representation at the Extraordinary
General Meeting. If you attend the Extraordinary General Meeting, you may vote
in person if you wish, even if you have previously returned your proxy card.
Sincerely,
ILAN KINREICH
CHIEF EXECUTIVE OFFICER, PRESIDENT
AND DIRECTOR
Burlington, Massachusetts
October 13, 2000
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.
<PAGE>
RADVIEW SOFTWARE LTD.
7 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803
(781) 238-1111
------------------------
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 2000
---------------------
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Shareholders
of RadView Software Ltd., will be held on Wednesday, November 15, 2000 at
10:00 a.m. at the offices of RadView Software, Inc., 7 New England Executive
Park, Burlington, Massachusetts, 01803, to consider and act upon the following
matter:
Pursuant to Chapter 1 of Part 6 of the Israeli Companies Law, 1999, to
confirm Robert Steinkrauss and Christopher M. Stone, as external directors
of the Company under the Israeli Companies Law.
The Board of Directors has fixed the close of business on October 6, 2000 as
the record date for the determination of Shareholders entitled to notice of and
to vote at the Extraordinary General Meeting and at any adjournment or
adjournments thereof.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE EXTRAORDINARY GENERAL MEETING, PLEASE
COMPLETE YOUR PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO
POSTAGE. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOUR PROXY WILL
NOT BE USED.
By Order of the Board of Directors
EDWARD DURKIN
SECRETARY
Burlington, Massachusetts
October 13, 2000
<PAGE>
RADVIEW SOFTWARE LTD.
7 NEW ENGLAND EXECUTIVE PARK
BURLINGTON, MASSACHUSETTS 01803
(781) 238-1111
------------------------
PROXY STATEMENT
---------------------
GENERAL INFORMATION
The enclosed Proxy is solicited by the Board of Directors of RadView
Software Ltd., (the "Company"), for use at the Extraordinary General Meeting of
Shareholders to be held on Wednesday, November 15, 2000 at 10:00 a.m. at the
offices of RadView Software, Inc., 7 New England Executive Park, Burlington,
Massachusetts, and at any adjournment or adjournments thereof (the
"Extraordinary General Meeting").
Where the Shareholder specifies a choice on the enclosed Proxy as to how his
or her shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
confirmation of Robert Steinkrauss and Christopher M. Stone as external
directors of the Company.
Any Proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivery to the Company of a written
notice of revocation or a duly executed Proxy bearing a later date. Any
Shareholder who has executed a Proxy but is present at the Extraordinary General
Meeting, and who wishes to vote in person, may do so by revoking his or her
Proxy. Shares represented by valid Proxies received in time for use at the
Extraordinary General Meeting and not revoked at or prior to the Extraordinary
General Meeting, will be voted at the Extraordinary General Meeting.
VOTING SECURITIES AND VOTES REQUIRED
The close of business on October 6, 2000 has been fixed as the record date
for determining the Shareholders entitled to notice of and to vote at the
Extraordinary General Meeting (the "Record Date"). On the Record Date, there
were 16,366,572 shares of ordinary shares of the Company, NIS 0.01 par value per
share, issued and outstanding and entitled to vote. Each ordinary share entitles
the holder thereof to one vote with respect to all matters submitted to
Shareholders at the Extraordinary General Meeting.
The presence, in person or by proxy, of any two or more shareholders holding
at least thirty-three and one-third percent (33 1/3%) of the Company's ordinary
shares entitled to vote at the Extraordinary General Meeting is necessary to
constitute a quorum at the Extraordinary General Meeting. Pursuant to the
Articles of Association (the "Articles"), a vacancy in the board may be filled
by a vote of a majority of directors then in office. In connection with the
Company's initial public offering, the Board of Directors by unanimous vote,
appointed Messrs. Robert Steinkrauss and Christopher M. Stone to serve as
directors to fill vacancies on the Board of Directors created by the
resignations of Messrs. Zohar Zisapel, Thomas Bennett and Jack Elaad. Under the
Israeli Companies Law, the affirmative vote of a majority of the voting rights
attached to the ordinary shares represented at the Extraordinary General
Meeting, in person or proxy, is required to confirm Robert Steinkrauss and
Christopher M. Stone as external directors. Such majority must either include at
least one third of the
<PAGE>
shares of noncontrolling shareholders voted on the matter, or the total shares
of noncontrolling shareholders voted against the election may not represent more
than one percent of the voting rights of the Company. Abstentions, votes
withheld and broker non-votes will not be treated as votes cast for this purpose
and will not affect the outcome of the election. A "broker non-vote" occurs when
a registered broker holding a customer's shares in the name of the broker has
not received voting instructions on a matter from the customer and is barred by
applicable rules from exercising discretionary authority to vote on the matter
and so indicates on the proxy.
Members of the Board of Directors of the Company and officers of the
Company, as a group, own or may be deemed to control approximately 41.2% of the
outstanding ordinary shares. As there is no cumulative voting provided for in
the Company's Articles of Association, the Board of Directors and officers are
able to exert substantial influence over the election of the Board of Directors
and the outcome of any issues that may be subject to a vote by the Company's
Shareholders at the Extraordinary General Meeting. The Board of Directors and
officers have indicated their intent to vote all of their ordinary shares owned
or controlled by them in favor of the confirmation of Robert Steinkrauss and
Christopher M. Stone as external directors of the Company.
This Proxy Statement and the accompanying Proxy are first being mailed on or
about October 13, 2000 to all Shareholders entitled to notice of and to vote at
the Extraordinary General Meeting.
PROPOSAL
CONFIRMATION OF EXTERNAL DIRECTORS
The Articles of the Company provide that the number of directors shall be
fixed by the Board of Directors. Pursuant to the Israeli Companies Law and the
Articles of Association of the Company, the external directors serve a period of
three years from the date of the meeting.
A majority of the shares present in person or represented by proxy at the
Extraordinary General Meeting and entitled to vote is required to confirm
Messrs. Robert Steinkrauss and Christopher M. Stone as external directors. Such
majority must either include at least one third of the shares of noncontrolling
shareholders voted on the matter, or the total shares of noncontrolling
shareholders voted against the election may not represent more than one percent
of the voting rights of the Company. Unless authority to vote for the
confirmation of the External Director Nominees is withheld, the shares
represented by all Proxies received by the Board of Directors will be voted for
the External Director Nominees. In the event that either of the External
Director Nominees shall become unable or unwilling to serve, the shares
represented by Proxies will be voted for the election of such other person as
the Board of Directors may recommend in his place. The Board has no reason to
believe that either of the External Director Nominees will be unable or
unwilling to serve.
THE BOARD OF DIRECTORS RECOMMENDS THE CONFIRMATION OF EACH OF
MR. STEINKRAUSS AND MR. STONE AS AN EXTERNAL DIRECTOR, AND PROXIES SOLICITED BY
THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A SHAREHOLDER HAS INDICATED
OTHERWISE ON THE PROXY.
2
<PAGE>
The following table contains certain information about the External Director
Nominees and each other person whose term of office as a director will continue
after the Extraordinary General Meeting:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- -------- ------------------------------------------
<S> <C> <C>
Yehuda Zisapel............................ 57 Chairman of the Board
Ilan Kinreich............................. 42 Chief Executive Officer, President and
Director
William J. Geary.......................... 41 Director
Shai Beilis............................... 52 Director
Robert Steinkrauss........................ 48 External Director Nominee
Christopher M. Stone...................... 43 External Director Nominee
</TABLE>
YEHUDA ZISAPEL has served as our chairman since our inception. Mr. Zisapel
is also a founder and a director of RAD Data Communications Ltd., a data
communications company, and BYNET Data Communications Ltd., a distributor of
data communications products, chairman of the board of directors of RIT
Technologies, a technology company and is a director of several other companies
in the RAD-BYNET group, including SILICOM Ltd. and RADCOM Ltd. Mr. Zisapel holds
a B.Sc. and an M.Sc. degree in electrical engineering from the Technion, Israel
Institute of Technology and a M.B.A. from Tel Aviv University.
ILAN KINREICH has served as our Chief Executive Officer and President since
inception of our operations in 1993. From August 1989 to February 1991,
Mr. Kinreich was a co-founder and Vice President of Research and Development at
Mercury Interactive, a software testing company. From May 1985 until joining
Mercury Interactive, Mr. Kinreich held the position of Research and Development
Manager at Daisy Systems. Prior to that, Mr. Kinreich was part of the
integration team for the Lavi jet fighter. Prior to this, Mr. Kinreich served
seven years in the Israel Defense Forces, holding the rank of Captain, where he
led development and deployment of command and control systems. Mr. Kinreich
holds a B.Sc. in Mathematics and Computer Science from Bar Ilan University.
WILLIAM J. GEARY has served as a director since December 1999. Mr. Geary has
been a General Partner of North Bridge Venture Partners III, L.P. since its
inception in August 1998, a General Partner of North Bridge Venture Partners II,
L.P. since its inception in September 1996, and a Principal of North Bridge
Venture Partners, L.P. since its inception in March 1994. Mr. Geary has also
been a General Partner of North Bridge Venture Partners IV, L.P. since its
inception in September 1999. Mr. Geary serves as a director in eBenX, Inc.,
Tilion, Inc., and 2nd Century Communications, Inc. and several private
technology companies. Mr. Geary holds a B.S. from Boston College, School of
Management and is a Certified Public Accountant.
SHAI BEILIS has served as a director since May 1998. Mr. Beilis has been the
Chairman and Managing Partner of Formula Ventures Ltd. since December 1998. From
January 1995 until joining Formula, Mr. Beilis served as the Chief Executive
Officer of Argotec Ltd., a wholly-owned subsidiary of Formula Systems
(1985) Ltd. established in 1993 to capitalize on investment opportunities in the
IT sector where he was responsible for initiating, overseeing and managing
Argotec's investments. Before joining Formula Systems (1985) Ltd., Mr. Beilis
served as Chief Executive Officer of Clal Computers and Technology Ltd. and was
employed by Digital Equipment Corporation. Mr. Beilis serves as a director for
Formula Systems (1985) Ltd., Crystal System Solutions Ltd., Applicom Software
Industries Ltd. and several private companies. Mr. Beilis holds a B.S. degree in
Mathematics and
3
<PAGE>
Economics from the Hebrew University in Jerusalem and a M.S. in Computer Science
from the Weizmann Institute of Science.
ROBERT STEINKRAUSS has served as a director since the completion of our
initial public offering in August 2000. From November 1999 to April 2000,
Mr. Steinkrauss served as Vice President and General Manager of the WAN Systems
Group of Lucent Technologies Inc. Prior to that, Mr. Steinkrauss served as
President of Xedia Corporation from February 1998 to November 1999. From
February 1995 to February 1998, Mr. Steinkrauss served as Chairman, President
and Chief Executive Officer of Raptor Systems Inc. which was sold to Axent
Technologies Inc. in February 1998. Mr. Steinkrauss received a B.A. from Boston
College, magna cum laude, and is a Certified Public Accountant.
CHRISTOPHER M. STONE has served as a director since the completion of our
initial public offering in August 2000. Mr. Stone is a founder and has served as
President and Chief Executive Officer of Tilion, Inc. since its inception in
January 2000. Tilion is an infrastructure service provider for in-the-net
commerce analytics. From August 1997 to October 1999, Mr. Stone served as
Executive Vice President of corporate strategy and development at Novell, Inc.
From 1989 to 1992, Mr. Stone served as Chief Executive Officer of the Object
Management Group Inc., a software development standardization group of which he
was also a founder. Mr. Stone currently serves on the board of directors of
Entrust Technologies, Inc. Mr. Stone holds a B.S. in Computer Science from
University of New Hampshire and an Executive M.B.A. from University of
Virginia's Darden School of Business.
MEETINGS OF THE BOARD OF DIRECTORS.
During the year ended December 31, 1999, the Board met five times. No
director attended fewer than 75% of the total number of meetings of the Board
and of committees of the Board on which they served during the fiscal year ended
December 31, 1999, except for Shai Beilis who attended two of the three meetings
of the Compensation Committee that were held in the aforementioned fiscal year.
THE AUDIT COMMITTEE.
Pursuant to the Companies Law, the board of directors of a public company
must appoint an audit committee, as well as an internal auditor. The audit
committee must be comprised of at least three directors, including all of the
external directors. The audit committee may not include the chairman of the
board, any director employed by the company or providing to the company services
on a regular basis, or a controlling shareholder or their relative. The
Companies Law also requires the board of directors of a public company to
appoint an internal auditor recommended by the audit committee. The role of the
internal auditor is to examine, among other things, whether the company's acts
comply with the law and orderly business procedure. The internal auditor may be
an employee of the company but may not be an affiliate or office holder, or a
relative of any affiliate or office holder, and may not be a member of the
company's independent accounting firm or its representative. Subsequent to
confirmation of Robert Steinkrauss and Christopher M. Stone as external
directors, we will constitute our audit committee so that it will comply with
the Companies Law.
THE COMPENSATION COMMITTEE.
The Compensation Committee currently consists of Messrs. Yehuda Zisapel,
Kinreich, Geary and Beilis. The Compensation Committee administers our three
option plans: the Key Employee Share Incentive Plan (1996), the Affiliate
Employees Option Plan (1997) and the United States Share Incentive Plan (2000).
The Compensation Committee administers these plans and is authorized to
4
<PAGE>
submit recommendations to our Board of Directors as to the issuance of options
under the plans. Under the Companies Law, the authority to issue options rests
exclusively with our Board of Directors. Subsequent to confirmation of Robert
Steinkrauss and Christopher M. Stone as external Directors, we will constitute
our Compensation Committee so that it will include one of the external
Directors.
The Company does not have a standing nominating committee or a committee
performing similar functions.
DIRECTOR COMPENSATION.
We reimburse our Directors for expenses incurred to attend meetings of our
Board of Directors and any committees of the Board of Directors. Currently, our
Directors who are not officers do not receive any other compensation. We also
grant options to purchase ordinary shares to our directors.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
This report is submitted by the Compensation Committee. The Compensation
Committee consists of Messrs. Yehuda Zisapel, Kinreich, Geary and Beilis.
Messrs. Zisapel, Beilis and Geary are non-employee Directors. Pursuant to
authority delegated by the Board of Directors, the Compensation Committee is
responsible for reviewing and administering the Company's stock option plans and
reviewing and approving salaries and other incentive compensation of the
Company's officers and employees, including the grant of stock options to
officers and employees.
COMPENSATION PHILOSOPHY.
The Company's executive compensation program is designed to attract, retain
and reward executives in a competitive industry. To achieve this goal, the
Compensation Committee applies the philosophy that compensation of executive
officers should be linked to revenue growth, operating results and earnings per
share performance.
Under the supervision of the Compensation Committee, the Company has
developed and implemented compensation policies. The Compensation Committee's
executive compensation policies are designed to (i) enhance profitability of the
Company and shareholder value, (ii) integrate compensation with the Company's
annual and long-term performance goals, (iii) reward corporate performance, (iv)
recognize individual initiative, achievement and hard work, and (v) assist the
Company in attracting and retaining qualified executive officers. Currently,
compensation under the executive compensation program is comprised of cash
compensation in the form of annual base salary and bonus and long-term incentive
compensation in the form of stock options.
BASE SALARY.
In setting cash compensation for the Chief Executive Officer and President
and reviewing and approving the cash compensation for all other officers, the
compensation committee reviews salaries periodically. The Compensation
Committee's policy is to fix base salaries at levels comparable to the amounts
paid to senior executives with comparable qualifications, experience and
responsibilities at other companies of similar size and engaged in a similar
business to that of RadView Software. The base salaries do not take into account
the Company's relative performance as compared to comparable companies.
5
<PAGE>
The salary compensation for the executive officers is based upon their
qualifications, experience and responsibilities, as well as the attainment of
planned objectives. The Chief Executive Officer and President makes
recommendations to the Compensation Committee regarding the planned objectives
and executive compensation levels. The overall plans and operating performance
levels upon which management compensation is based are approved by the
Compensation Committee on a periodic basis.
BONUS COMPENSATION.
Our executive officers are eligible for quarterly cash bonuses, which are
based primarily on corporate achievements and individual performance objectives
that are established at the beginning and in the course of each year. After the
completion of the quarter, the Compensation Committee reviews the attainment of
corporate and individual objectives and awards bonuses based on the extent to
which corporate objectives were met or exceeded and individual contributions to
our overall performance.
STOCK OPTIONS.
The Compensation Committee relies on incentive compensation in the form of
stock options to retain and motivate executive officers and employees, which
generally are provided through initial shares option grants at the date of hire
and periodic additional grants. Incentive compensation in the form of stock
options is designed to provide long-term incentives to executive officers and
other employees, to encourage the executive officers and other employees to
remain with the Company and to enable them to develop and maintain a stock
ownership position in RadView Software's ordinary shares.
Awards take into account each officer's scope of responsibility and specific
assignments, strategic and operational goals applicable to the officer,
anticipated performance and contributions of the officer and competitive market
data for similar positions. Options are granted with an exercise price equal to
the fair market value of our ordinary shares on the date of grant. The standard
vesting schedule provides that a portion of the shares subject to each option
vest and become exercisable annually and quarterly over three-to four-year
periods.
Option grants to employees are based on such factors as initiative,
achievement and performance. In administering grants to executive officers, the
Compensation Committee evaluates each officer's total equity compensation
package. The Compensation Committee generally reviews the option holdings of
each of the executive officers, including their vesting and exercise prices and
the then current value of any unvested options. The Compensation Committee
considers equity compensation to be an integral part of a competitive executive
compensation package and an important mechanism to align the interests of
management with those of the Company's shareholders.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") on our compensation
programs. Section 162(m) of the Code limits a publicly held company's tax
deduction for compensation paid to the chief executive officer and the other
four most highly paid officers. Generally, amounts paid in excess of $1 million
to a covered executive in any year cannot be deducted. Our policy is to qualify
our executive officers' compensation for deductibility under applicable tax laws
to the extent reasonable. The Committee will continue to assess the impact of
Section 162(m) of the Code on its compensation practices and determine what
further action, if any, is appropriate.
By the RadView Software Ltd. Compensation Committee
Yehuda Zisapel, Ilan Kinreich, William J. Geary and Shai Beilis
6
<PAGE>
COMPARATIVE SHARE PERFORMANCE GRAPH
The following graph shows the cumulative Shareholder return of the Company's
ordinary shares from August 10, 2000 (the first trading day for the ordinary
shares) through September 29, 2000 as compared with that of the NASDAQ Composite
Index and the NASDAQ Computer Index. The graph assumes the investment of $100 in
the Company's ordinary shares and each of the comparison groups on August 10,
2000 and assumes the reinvestment of dividends. The Company has never declared a
dividend on its ordinary shares. The ordinary share price performance depicted
in the graph below is not necessarily indicative of future price performance.
[PERFORMANCE GRAPH PRESENTED HERE]
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
RDVW NASDAQ - COMPUTER NASDAQ
<S> <C> <C> <C>
9/29/00 73.61 94.61 97.68
9/22/00 94.44 100.19 101.16
9/15/00 88.89 100.9 102
9/8/00 87.5 105.61 105.81
8/31/00 97.92 112.72 111.87
8/24/00 85.42 108.78 107.8
8/17/00 75 104.81 104.81
8/10/00 100 100 100
</TABLE>
RELATIVE DOLLAR VALUES
<TABLE>
<CAPTION>
NASDAQ NASDAQ-
DATE RDVW COMPOSITE INDEX COMPUTER INDEX
---- ----------- --------------- --------------
<S> <C> <C> <C>
8/10/00........................... 100.00 100.00 100.00
9/29/00........................... 73.61 97.68 94.61
</TABLE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION.
The following tables set forth certain information with respect to
compensation paid or accrued for services rendered to the Company in all
capacities for the fiscal year ended December 31, 1999 by its Chief Executive
Officer and the two other most highly compensated executive officers of the
Company whose salary and bonus exceeded $100,000 (the "Named Executive
Officers"). No other executive officer of the Company earned greater than
$100,000 in the fiscal year ended December 31, 1999.
7
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION --------------------
------------------- NUMBER OF SECURITIES
NAME AND PRINCIPAL POSITION SALARY BONUS UNDERLYING OPTIONS
--------------------------- -------- -------- --------------------
<S> <C> <C> <C>
Ilan Kinreich .......................................... $140,451 $45,000 147,510
Chief Executive Officer and President
Andrew Cabot ........................................... 107,810 20,000 107,810
Vice President, Marketing
Patricia Nagle(1) ...................................... 92,307 38,098 184,390
Vice President, Sales
</TABLE>
------------------------
(1) Ms. Nagle served as our Vice President, Sales Through February 2000.
OPTION GRANTS.
The following table presents each grant of ordinary share options during the
fiscal year ended December 31, 1999, to each of the Named Executive Officers. We
have never granted shares appreciation rights.
The potential realizable value is calculated based on the 62-month term of
the option at the time of grant. Share price appreciation of 5.0% and 10.0% is
assumed pursuant to the rules promulgated by the SEC and does not represent our
estimate of future stock price performance. The potential realizable value at
5.0% and 10.0% appreciation are calculated by: multiplying the number of
ordinary shares under the option by the initial public offering price of $10.00
per share; assuming that the aggregate shares value derived from that
calculation compounds at the annual 5.0% or 10.0% rate shown in the table until
the expiration of the options; and subtracting from that result the aggregate
option exercise price.
Percentages shown under "Percent of Total Options Granted to Employees in
1999" are based on an aggregate of 857,060 options granted to our employees
under our Key Employee Share Incentive Plan (1996) during 1999. The exercise
price of each option is equal to the fair market value of our ordinary shares on
the date of grant as determined by our board of directors.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
-------------------------------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS EXERCISE APPRECIATION
UNDERLYING GRANTED TO PRICE FOR OPTION TERMS
OPTIONS EMPLOYEES PER EXPIRATION ---------------------------
NAME GRANTED IN 1999 SHARE DATE 5% 10%
---- ---------- ------------- -------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Ilan Kinreich..................... 147,510 17.2% $0.68 9/28/2004 $1,692,686 $2,059,387
Andrew Cabot...................... 107,810 12.6% $0.68 9/28/2004 1,237,126 1,505,135
Patricia Nagle.................... 184,390 21.5% $0.68 10/23/2004 2,115,887 2,574,269
</TABLE>
8
<PAGE>
OPTION VALUES AT DECEMBER 31, 1999.
The following table presents the number and value of securities underlying
unexercised options that are held by each of the Named Executive Officers as of
December 31, 1999.
Amounts shown under the column "Value of Unexercised in-the-Money Options at
December 31, 1999" are based on the initial public offering price of $10.00,
without taking into account any taxes that may be payable in connection with the
transaction, multiplied by the number of shares underlying the option, less the
exercise price payable for these shares.
AGGREGATED OPTION EXERCISES IN 1999
AND DECEMBER 31, 1999 OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1999 DECEMBER 31, 1999
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ --------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ilan Kinreich..................... -- $ -- 427,978 110,632 $4,253,530 $1,031,090
Andrew Cabot...................... -- -- 26,953 80,857 $ 251,202 $ 753,587
Patricia Nagle.................... -- -- -- 184,390 -- $1,718,515
</TABLE>
EMPLOYMENT AGREEMENTS.
At the start of their employment, our employees in the United States
generally sign offer letters specifying basic terms and conditions of employment
as well as agreements that include confidentiality, non-compete provisions and
assignment of intellectual property rights related to their employment. At the
start of their employment, our employees in Israel generally sign written
employment agreements that include confidentiality and non-compete provisions.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
Messrs. Zisapel, Kinreich, Geary and Beilis constitute the Company's
Compensation Committee. Messrs. Zisapel, Geary and Beilis are non-employee
Directors. Mr. Kinreich is our chief executive officer. None of our executive
officers serve as a member of the Board of Directors or Compensation Committee
of any entity that has any executive officer serving as a member of our Board of
Directors or Compensation Committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us regarding the
beneficial ownership of our ordinary shares as of September 30, 2000 by: each
person known by us to beneficially own more than 5.0% of our ordinary shares,
each named executive officer, each of our directors, and all of our directors
and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
ordinary shares under options and warrants held by that person that are
currently exercisable or exercisable within 60 days of September 30, 2000 are
considered outstanding. These shares, however, are not considered outstanding
when computing the percentage ownership of
9
<PAGE>
each other person. Except as indicated in the footnotes to this table and
pursuant to state community property laws, each shareholder named in the table
has sole voting and investment power for the shares shown as beneficially owned
by them. Ownership percentages are based on 16,366,572 ordinary shares
outstanding on September 30, 2000. Unless otherwise noted below, each
shareholder's address is c/o RadView Software Ltd., 7 New England Executive
Park, Burlington, Massachusetts 01803.
<TABLE>
<CAPTION>
TOTAL SHARES PERCENTAGE OF
BENEFICIAL OWNER BENEFICIALLY OWNED ORDINARY SHARES
---------------- ------------------ ---------------
<S> <C> <C>
FIVE PERCENT STOCKHOLDERS
Computer Associates International, Inc.(1).................. 1,635,067 10.0%
Formula Ventures(2)......................................... 2,604,823 15.9%
North Bridge Venture Partners, III, L.P.(3)................. 1,666,666 10.2%
Sadot Research and Development Fund Ltd(4).................. 1,510,959 9.2%
Zohar Zisapel(5)............................................ 2,079,522 12.7%
DIRECTORS AND EXECUTIVE OFFICERS
Yehuda Zisapel(6)........................................... 2,079,522 12.7%
Ilan Kinreich(7)............................................ 546,771 3.3%
Andrew Cabot(8)............................................. 80,718 *
Michal Blumenstyk(9)........................................ 72,388 *
Ed Durkin................................................... -- --
Meir Halberstam(10)......................................... 41,563 *
Phil Hollows................................................ -- --
James Clemens............................................... -- --
William Geary(3)............................................ 1,666,666 10.2%
Shai Beilis(2).............................................. 2,604,823 15.9%
Robert Steinkrauss(11)...................................... 1,667 *
Christopher M. Stone(12).................................... 1,667 *
All executive officers and directors as a group (12
persons).................................................. 7,095,785 43.3%
</TABLE>
------------------------
* Represents beneficial ownership of less than one percent of our ordinary
shares.
(1) Computer Associates International, Inc. is a public company traded on The
Nasdaq National Market. Based on its most recent Proxy Statement on
Form 14A filed with the SEC on July 7, 1997, its directors are Russell M.
Artzt, William F.P. deVogel, Irving Goldstein, Richard A. Grasso, Shirley
Strum Kenny, Sanjay Kumar and Charles B. Wang. The address of Computer
Associates International, Inc. is One Computer Associates Plaza, Islandia,
NY 11749.
(2) Represents 1,576,667 ordinary shares owned of record by Formula Ventures
L.P; 443,561 ordinary shares owned of record by FV-PEH L.P.; 506,452
ordinary shares owned of record by Formula Ventures (Israel) L.P.; and
78,143 ordinary shares owned of record by Shem Basum Ltd. Shai Beilis, our
director, is the managing director of Formula Ventures L.P., Formula
Ventures Ltd. and the principal shareholder and a director of Shem
Basum Ltd. Shai Beilis disclaims beneficial ownership of the shares held of
record by Formula Ventures L.P.; FV-PEH L.P. and Formula Ventures (Israel)
L.P. except to the extent of his pecuniary interest therein. Shai Beilis
has sole voting and investment power and is the beneficial owner of the
78,143 ordinary shares owned of record by Shem Basum Ltd. Formula Ventures
L.P., FV-PEH L.P. and Formula
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<PAGE>
Ventures (Israel) L.P. are part of an affiliated group of investment
entities managed by Formula Ventures Ltd. and Formula Ventures Partners
(Cayman Islands) Ltd., a subsidiary thereof. Micha Gaiger, Yigal Erlich,
Shai Beilis, Ariel Sela, Moshe Shachaf, Dan Goldstein, by virtue of their
board position in Formula Venture Ltd., and Ben-Arie Reuven and Ari
Sternberg, by virtue of their board position in Formula Venture Partners
(Cayman Islands) Limited, each share voting and dispositive power with
respect to the shares held by Formula Ventures L.P.; FV-PEH and Formula
Ventures (Israel) L.P. Decisions with respect to voting and investment of
the shares owned of record are made by majority vote and as managing
director, Shai Beilis shares voting and investment power over the ordinary
shares held by Formula Ventures L.P., FV-PEH L.P. and Formula Ventures
(Israel) L.P. The address of Formula Ventures (Israel) L.P. is 11 Galgalei
Haplada St., Herzliya, Israel 46733. The address of each of Formula
Ventures L.P. and FV-PEH L.P. is c/o Michael Fiamenbaum 666 Fifth Avenue,
New York, New York, USA. The address of Shem Basum Ltd. is 39 Shderot
Hagalim, Herzliya, Israel, 46120.
(3) Represents 1,666,666 ordinary shares owned of record by North Bridge
Venture Partners III, L.P. The General Partner of North Bridge Venture
Partners III, L.P. is North Bridge Venture Management III, L.P. Our
director, Mr. William J. Geary, is a partner of North Bridge Venture
Management III, L.P. Mr. Geary shares voting and investment power over
these shares, however, he disclaims beneficial ownership of these shares
except to the extent of his pecuniary interest therein. Edward T. Andersen,
William J. Geary, Richard D'Amore and Jeffrey P. McCarthy, by virtue of
their management position in North Bridge entities, each have voting and
dispositive power with respect to the shares held by North Bridge Venture
Partners III, L.P. The address of North Bridge Venture Partners III, L.P.
is 950 Winter Street, Suite 4600, Waltham, MA 02451.
(4) Represents 1,284,315 ordinary shares owned of record by Sadot Research and
Development Fund Ltd. and 226,644 ordinary shares owned of record by Sadot
Venture Capital Management (1992) Ltd. Sadot Research and Development
Fund Ltd. is a publicly held Israeli company traded on the Tel Aviv Stock
Exchange. Avraham Radgansky, Yossi Bert, Yakov Sadeh, Shammai Mittelman,
Graham Jeffrey Wolfman, Jack Elaad, Yitzhak Koul and Itzhak Inbar are the
directors of Sadot Research and Development Fund Ltd. and share voting and
dispositive power with respect to the shares held by Sadot Research and
Development Fund Ltd. Avraham Radginsky, Ben Zion Israel and Jack Elaad are
the directors of Sadot Venture Capital Management (1992) Ltd. and share
voting and dispositive power with respect to the shares held by Sadot
Venture Capital Management (1992) Ltd. The address of Sadot Research and
Development Fund Ltd. and Sadot Venture Capital Management (1992) Ltd.. is
Levinstein Tower, Derech Petach Tivka, P.O. Box 36136, Tel Aviv, Israel,
61361.
(5) Represents 693,252 ordinary shares owned of record by Zohar Zisapel;
693,135 ordinary shares owned of record by Michael and Klil Holdings
(93) Ltd.; and 693,135 ordinary shares owned of record by Lomsha Ltd. Zohar
Zisapel is a principal shareholder and a director of each of Michael and
Klil Holdings (93) Ltd. and Lomsha Ltd. Zohar Zisapel's address is 8
Hanechoshet Street, Tel Aviv, Israel, 69710.
(6) Yehuda Zisapel's address is 8 Hanechoshet Street, Tel Aviv, Israel, 69710.
(7) Represents 403,005 ordinary shares owned of record and 143,766 options
exercisable within 60 days of September 30, 2000.
11
<PAGE>
(8) Represents 80,718 options exercisable within 60 days of September 30, 2000.
(9) Represents 72,388 options exercisable within 60 days of September 30, 2000.
(10) Represents 41,563 options exercisable within 60 days of September 30,
2000.
(11) Represents 1,667 options exercisable within 60 days of September 30, 2000.
(12) Represents 1,667 options exercisable within 60 days of September 30, 2000.
CERTAIN TRANSACTIONS WITH EXECUTIVE OFFICERS,
DIRECTORS AND FIVE PERCENT SHAREHOLDERS
Since January 1999, there has not been any transaction or series of similar
transactions to which we were or are to be a party in which the amount involved
exceeded or exceeds $60,000 and in which any director, executive officer, holder
of more than 5.0% of our ordinary shares or any member of the immediate family
of any of the foregoing persons had or will have a direct or indirect material
interest other than the transactions described below.
TRANSACTIONS WITH RAD DATA COMMUNICATIONS LTD.
On, January 1, 1993, we borrowed an amount in NIS equal to $1.2 million from
Rad Data Communications Ltd. Messrs. Yehuda, our director and shareholder, and
Zohar Zisapel, our shareholder, are principal shareholders of Rad Data
Communications Ltd. This loan bears no interest and is linked to changes in the
Israeli consumer price index that occurred since the date of its transfer to the
Company. At the end of each year, we pay Rad Data Communications Ltd. 3.0% of
any revenue above $1.5 million as repayment of this loan. In September, 2000,
the entire outstanding balance of the loan was paid with proceeds from the
initial public offering.
In addition, we have contracted for legal, accounting, purchasing and
administrative services, car maintenance and insurance from the Rad-Bynet group,
which is controlled by Messrs. Yehuda Zisapel, our director and shareholder, and
Zohar Zisapel, a shareholder. We are not obligated to contract for any of these
services and we can terminate our contracts for any reason with a brief notice
period. In the aggregate, we paid less than $60,000 per year for the last three
years for these services and believe that the terms of our contracts were at
least as favorable as we could have obtained from an unaffiliated third party.
DISTRIBUTION AGREEMENT
In November 28, 1995, we signed a non-exclusive Distribution Agreement with
one of our shareholders Platinum Technology Inc. (which has since been acquired
by Computer Associates International, Inc. and is a wholly owned subsidiary
thereof). Under the agreement, we received 30.0% royalties on all of our
products sold by Computer Associates. In 1999, this agreement was assigned by
Platinum Technology, Inc. to Computer Associates International, Inc. In 1999,
Computer Associates paid us $26,000. We terminated this agreement and entered
into a new agreement in December 1999. Under the new agreement, we will provide
normal post sale help desk support for Computer Associates' current customers
that use our WebLoad products. Computer Associates pays us a fixed fee of
$40,000 per year for such support.
12
<PAGE>
SECURED PROMISSORY NOTES
In June 2000, we approved the acceptance of promissory notes as payment of
the aggregate exercise price of stock options held by Ilan Kinreich, our
director, President and Chief Executive Officer and three of our other office
holders. Ilan Kinreich's note is limited to the amount of $150,000. The other
notes are limited to the amount of $30,000 each. Amounts outstanding under such
notes, if actually issued, shall bear 8% interest per annum. The entire unpaid
principal balance and all accrued interest shall be due and payable in 2005. The
notes shall be secured by the shares issued upon the exercise of the related
options.
INSURANCE POLICY AND INDEMNIFICATION ARRANGEMENT
In June 2000, we procured liability insurance insuring our directors and
officers in connection with their service to us in an amount of $5,000,000. In
July 2000, we undertook to indemnify, subject to the provisions of the Companies
Law, our office holders for liability incurred in connection with certain claims
specified in the arrangement, related to an action or inaction on the part of
the office holder while serving in such capacity. The indemnity for any such
claim will not exceed a specified maximum amount. In addition, this arrangement
includes an exemption and release of our office holders from any liability
related to any breach by an office holder of said officer's duty of care to us,
to the maximum extent permitted by the Companies Law.
RECENT SALES OF UNREGISTERED SECURITIES
All share and per share data in this section have been retroactively
restated to reflect two stock splits that occurred since April 1997.
In July 1999, we issued 1,595,400 ordinary shares at a purchase price per
share equal to the par value of our ordinary shares to nine investors pursuant
to the exercise of options granted to those investors in connection with their
respective purchases during the months of May 1998 and August 1998 of our
Series A Preferred Shares for an aggregate consideration of NIS 15,954 which is
equivalent to approximately $3,871 at the exchange rate of the NIS against
dollar as of July 1999.
In July 1999, we issued 1,022,800 Series A Preferred Shares at a purchase
price of $2.97 per share to 10 investors pursuant to the exercise of warrants
granted to those investors in connection with their respective purchases during
the months of May 1998 and August 1998 of our Series A Preferred Shares for an
aggregate consideration of $3,039,250.
Under an agreement dated December 1999, we issued 2,172,238 Series B-1
Preferred Shares and 732,527 Series B-2 Preferred Shares at a purchase price of
$2.10 per share in a private placement to 15 investors for an aggregate gross
consideration of $6,100,006.50.
In June 2000, we issued 11,905 Series B-1 Preferred Shares at a per share
price of $2.10 to each of Ilan Kinreich, our Chief Executive Officer, and one
other individual.
In June 2000, we issued 656,300 ordinary shares at a purchase price per
share equal to the par value of our ordinary shares to Formula Ventures L.P.,
Formula Ventures (Israel) L.P., FV-PEH L.P. and Shem Basum Ltd., pursuant to the
exercise of options held by these investors.
In July 2000, we issued 391,100 ordinary shares at a purchase price per
share equal to the par value of our ordinary shares to Ilan Kinreich pursuant to
the exercise of options held by him.
13
<PAGE>
In July 2000, we issued 933,800 ordinary shares at a purchase price per
share equal to the par value of our ordinary shares to Zohar Zisapel, Michael
and Klil Holdings (93) Ltd., Lomsha Ltd., Yehuda Zisapel, Sadot Research and
Development Fund Ltd. and Shrem Pudim Kelner and Co. Ltd. pursuant to the
exercise of options held by them.
In August 2000, we issued 454,600 ordinary shares at a purchase price per
share equal to the par value of our ordinary shares to Computer Associates
pursuant to the exercise of options held by it.
Upon the closing of the initial public offering of our securities, 118,110
ordinary shares, 75,720 Series A Preferred shares and 32,814 Series B-1
Preferred Shares currently held by Sadot Research and Development Fund Ltd. were
transferred by Sadot Research and Development Fund Ltd. to Sadot Venture Capital
Management (1992) Ltd.
Under our incorporation documents, our founding agreement and the
dissolution of a certain trust arrangement, we have issued to each of Yehuda and
Zohar Zisapel an aggregate of 880,000 ordinary shares. In April 1997, Zohar
Zisapel transferred 293,300 ordinary shares to each of Lomsha Ltd. and Michael
and Klil Holding (93) Ltd., companies in which Zohar Zisapel is a principal
shareholder and a director. In addition, under an agreement dated
November 1995, we have issued 466,400 ordinary shares, respectively, to Platinum
Technology, Inc.
In connection with the private placements, we granted certain of our holders
registration rights. These rights allow holders to require us to register their
shares under the federal securities laws under certain circumstances.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
After the Company's initial public offering in August 2000, the Company's
executive officers and directors became required under Section 16(a) of the
Exchange Act to file reports of ownership of Company securities and changes in
ownership with the Securities and Exchange Commission. Copies of those reports
must also be furnished to the Company.
Based solely on a review of the copies of reports furnished to us, we
believe that since our initial public offering in August 2000, our executive
officers and directors complied with all applicable Section 16(a) filing
requirements.
INFORMATION CONCERNING AUDITORS
Our financial statements at December 31, 1999 have been audited by Luboshitz
Kasierer, a member firm of Arthur Andersen. The Board of Directors has appointed
Luboshitz Kasierer to serve as the Company's independent auditors for the fiscal
year ending December 31, 2000. Representatives of Luboshitz Kasierer are
expected to be present at the Extraordinary General Meeting to respond to
appropriate questions and will be given the opportunity to make a statement
should they desire to do so.
SHAREHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy materials for
the Annual Meeting of Shareholders to be held in 2001, Shareholder nominations
of persons for election to the Board and proposals of business to be considered
by the Shareholders must be received by the Company no later
14
<PAGE>
than March 31, 2001. Proposals should be sent to the attention of the Secretary
at the Company's offices at 7 New England Executive Park, Burlington,
Massachusetts, 01803.
EXPENSES OF SOLICITATION
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company.
Proxies may be solicited by directors, officers or regular employees of the
Company by mail, by telephone, in person or otherwise. No such person will
receive additional compensation for such solicitation. In addition, the Company
will request banks, brokers and other custodians, nominees and fiduciaries to
forward proxy material to the beneficial owners of ordinary shares and to obtain
voting instructions from such beneficial owners. The Company will reimburse such
firms for their reasonable expenses in forwarding proxy materials and obtaining
voting instructions.
OTHER MATTERS
The Extraordinary General Meeting is called for the purposes set forth in
the notice. The Board of Directors does not know of any matter for action by the
Shareholders at the Extraordinary General Meeting other than the matters
described in the notice.
Whether or not you intend to be present at the Extraordinary General
Meeting, you are urged to fill out, sign, date and return the enclosed proxy at
your earliest convenience.
15
<PAGE>
DETACH HERE
RADVIEW SOFTWARE LTD.
P 7 NEW ENGLAND EXECUTIVE PARK
R BURLINGTON, MASSACHUSETTS 01803
O
X
Y SOLICITED BY THE BOARD OF DIRECTORS
FOR AN EXTRAORDINARY MEETING OF SHAREHOLDERS
The Undersigned hereby appoints Ilan Kinreich and Edward Durkin, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side, all ordinary shares of
Radview Software Ltd. (the "Company") held of record by the undersigned on
October 6, 2000 at the Extraordinary General Meeting of the Shareholders to be
held November 15, 2000 and any adjournments thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN WITH RESPECT TO A PARTICULAR PROPOSAL, THIS PROXY WILL BE
VOTED FOR SUCH PROPOSAL.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY, USING THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
-----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
Dear Shareholder,
Please take note of the important information enclosed with this Proxy. There is
an issue related to the operation of the Company that requires your immediate
attention.
Whether or not you plan to attend the Extraordinary General Meeting, it is
important that your shares are represented. Therefore, please mark the boxes to
indicate how your shares will be voted. Please sign the card, detach it and
return the enclosed proxy card in the enclosed envelope, which requires no
postage.
Thank you in advance for your prompt consideration of this matter.
Sincerely,
Radview Software Ltd.
--------------------------------------------------------------------------------
DETACH HERE
[X] Please mark votes as in this example.
1. Election of Directors 2. In their discretion, the proxies are
Nominees: (01) Christopher Stone and authorized to vote upon any other
(02) Robert Steinkrauss business matter that may properly
come before the meeting.
[__]__________________________________
For all nominees except as noted above
For ____ Withheld ____ MARK HERE
FOR ADDRESS [___]
CHANGE AND
NOTE AT LEFT
Please sign exactly as name appears
hereon. Joint owners should each sign.
Executors, administrators, trustees,
guardians and other fiduciaries should
give full title as such. If signing for
a corporation, please sign in full
corporate name by a duly authorized
officer.
<TABLE>
<S> <C>
Signature:________________________ Date:_____________ Signature:________________________ Date:_____________
</TABLE>
