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
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box: |_| Confidential, for Use of the
|_| Preliminary proxy statement Commission Only (as permitted
|X| Definitive proxy statement by Rule 14a-6(e)(2))
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Research, Incorporated
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Research, Incorporated
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 1
4a-6(i)(2) or Items 22(a)(2) of Schedule A.
|_| $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
|_| 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 transactions
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:
[LOGO] RESEARCH, INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JANUARY 18, 1996
Notice is hereby given that the Annual Meeting of Shareholders of Research,
Incorporated will be held at the corporate offices, 6425 Flying Cloud Drive,
Eden Prairie, Minnesota, on Thursday, January 18, 1996 at 5:00 p.m., Central
Standard Time, for the following purposes:
1. To elect six directors to hold office until the next Annual Meeting of
Shareholders or until their successors are elected.
2. To ratify and approve the selection of independent public accountants
for the current fiscal year.
3. To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on December 6, 1995 as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting.
By Order of the Board of Directors
Gerald E. Magnuson,
Secretary
Minneapolis, Minnesota
December 12, 1995
TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE SIGN, DATE AND RETURN
YOUR PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND IN
PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE
IN PERSON IF THEY SO DESIRE.
RESEARCH, INCORPORATED
PROXY STATEMENT
This Proxy Statement is furnished to the shareholders of Research,
Incorporated (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company to be voted at the Annual Meeting of
Shareholders to be held on January 18, 1996. The cost of this solicitation
will be borne by the Company. In addition to solicitation by mail, officers,
directors and employees of the Company may solicit proxies by telephone,
facsimile or in person. The Company may also request banks and brokers to
solicit their customers who have a beneficial interest in the Company's
Common Stock registered in the names of nominees and will reimburse such
banks and brokers for their reasonable out-of-pocket expenses.
Any proxy may be revoked at any time before it is voted by written notice to
the Secretary, by receipt of a proxy properly signed and dated subsequent to
an earlier proxy, or by revocation of a written proxy by request in person at
the Annual Meeting; but if not so revoked, the shares represented by such
proxy will be voted. The Company's corporate offices are located at 6425
Flying Cloud Drive, Eden Prairie, Minnesota 55344 and its telephone number is
(612) 941-3300. The mailing of this proxy statement to shareholders of the
Company commenced on or about December 12, 1995.
The Company has outstanding only one class of capital stock, $.50 per share
par value Common Stock, of which 1,151,868 shares were issued and outstanding
and entitled to vote at the close of business on December 6, 1995. Each share
of Common Stock is entitled to one vote. Shareholders have cumulative voting
rights in connection with the election of directors by giving written notice
of intent to cumulate votes to any officer of the Company before the meeting
or to the presiding officer at the meeting. A shareholder may cumulate votes
for the election of directors by multiplying the number of votes to which the
shareholder may be entitled by six (the number of directors to be elected)
and casting all such votes for one nominee or distributing them among any two
or more nominees. Mere execution of a proxy will not provide a shareholder
with cumulative voting. Only shareholders of record at the close of business
on December 6, 1995 will be entitled to vote at the meeting. The presence in
person or by proxy of the holders of a majority of the shares of stock
entitled to vote at the Annual Meeting of Shareholders constitutes a quorum
for the transaction of business.
Under Minnesota law, each item of business properly presented at a meeting of
shareholders generally must be approved by the affirmative vote of the
holders of a majority of the voting power of the shares present, in person or
by proxy, and entitled to vote on that item of business. However, if the
shares present and entitled to vote on that item of business would not
constitute a quorum for the transaction of business at the meeting, then the
item must be approved by a majority of the voting power of the minimum number
of shares that would constitute such a quorum. Votes cast by proxy or in
person at the Annual Meeting of Shareholders will be tabulated by the
election inspectors appointed for the meeting and will determine whether or
not a quorum is present. The election inspectors will treat abstentions as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum but as unvoted for purposes of determining the approval
of the matter submitted to the shareholders for a vote. If a broker indicates
on the proxy that it does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
SECURITY OWNERSHIP OF
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table includes information as of December 6, 1995 concerning
the beneficial ownership of the Common Stock of the Company by (i) all
persons who are known by the Company to hold five percent or more of the
Common Stock of the Company, (ii) each of the directors of the Company, (iii)
each executive officer named in the Summary Compensation Table on page 4, and
(iv) all directors and officers of the Company as a group. Unless otherwise
indicated, all shares represent sole voting and investment power.
<TABLE>
<CAPTION>
AMOUNT OF
NAME AND ADDRESS OF STOCK PERCENT
BENEFICIAL OWNER OWNERSHIP OF CLASS
<S> <C> <C>
Andrew E. Abramson (1) 238,269(2)(3) 20.66%
27880 Island View Road
Excelsior, MN 55331
Kenneth G. Anderson (1) 101,084(3)(4) 8.76%
5209 Doncaster Way
Minneapolis, MN 55436
James R. Anderson (1) 43,956(3)(5) 3.81%
Claude C. Johnson (1)(6) 18,674(3) 1.60%
Gerald E. Magnuson (1) 4,500(3)(7) *
Charles G. Schiefelbein (1) 51,385(3)(8) 4.46%
Bruce E. Bailey (6) 7,675(3) *
David G. Brady (6) 8,675(3) *
Gordon W. Sangster (6) 22,488(3)(9) 1.94%
All Directors and Officers
as a Group (10 persons) 503,018(3) 42.01%
</TABLE>
* Less than 1%
(1) Serves as a director of the Company and has been nominated for re-election.
(2) Includes 124,189 shares owned directly by Mr. Abramson's wife as to which
he disclaims beneficial ownership.
(3) Includes the following number of shares which may be purchased within sixty
days from the date hereof pursuant to outstanding stock options: Mr.
Abramson, 1,250 shares; Mr. K.G. Anderson, 1,750 shares; Mr. J.R. Anderson,
1,750 shares; Mr. Johnson, 13,625 shares; Mr. Magnuson, 1,750 shares; Mr.
Schiefelbein, 500 shares; Mr. Bailey, 6,625 shares; Mr. Brady, 6,625
shares; Mr. Sangster, 6,312 shares; and all directors and officers as a
group, 45,449 shares.
(4) Includes 24,114 shares owned directly by Mr. K.G. Anderson's wife as to
which he disclaims beneficial ownership.
(5) Includes 15,406 shares owned by Mr. J.R. Anderson in joint tenancy with his
wife and 510 shares owned by Mr. Anderson's wife as custodian for their
children.
(6) Serves as an executive officer of the Company and appears in the Summary
Compensation Table on page 4 hereof.
(7) Includes 1,000 shares owned directly by Mr. Magnuson's wife as to which he
disclaims beneficial ownership.
(8) Includes 40 shares owned directly by Mr. Schiefelbein's wife. Also includes
9,000 shares owned directly by the Peace Shalom Foundation, of which Mr.
Schiefelbein is a director and of which his wife is both a director and the
president. Mr. Schiefelbein disclaims beneficial ownership of these shares.
(9) Includes 6,145 shares owned by Mr. Sangster in joint tenancy with his wife.
ELECTION OF DIRECTORS
Six directors will be elected at the Annual Meeting of Shareholders, each to
serve until the next Annual Meeting of Shareholders or until a successor is
elected. The Board of Directors has nominated for election the six persons
named below. All of the nominees are presently directors of the Company and
all were elected by the shareholders. It is intended that proxies will be
voted for the named nominees. The Board of Directors believes that each
nominee named below will be able to serve, but should any nominee be unable
to serve as a director, the persons named in the proxies have advised that
they will vote for the election of such substitute nominee as the Board of
Directors may propose. Unless otherwise indicated, each nominee has held his
present occupation as set forth below, or has been an officer with the
organization indicated, for more than the past five years.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND OTHER DIRECTORSHIPS SINCE
<S> <C> <C>
Andrew E. Abramson (71) Prior to 1991, Chairman of the Board of the Company. 1966
James R. Anderson* (74) Private Investor. 1966
Kenneth G. Anderson* (73) Private Investor. 1966
Claude C. Johnson (51) President, Chief Executive Officer and Chief Financial 1992
Officer of the Company since July 1992; formerly, Vice
President, Chief Financial Officer and Assistant Secretary
of the Company.
Gerald E. Magnuson (65) Of Counsel, Lindquist & Vennum P.L.L.P., Minneapolis, 1982
Minnesota (law firm); Secretary of the Company; Director
of Munsingwear, Inc., Sheldahl, Inc. and Washington
Scientific Industries, Inc.
Charles G. Schiefelbein (57) Chairman of the Board, Computer Petroleum Corporation, St. 1989
Paul, Minnesota (publicly traded company with a custom
delivered database of petroleum information); Director of
Waters Instruments, Inc.
</TABLE>
* Messrs. J.R. Anderson and K.G. Anderson are not related.
The Board of Directors met five times during fiscal year 1995. Each director
attended 75% or more of the meetings of the Board of Directors and any
committee on which he served.
The Company has an Audit Committee which met one time during fiscal year 1995
and is currently comprised of Messrs. C.G. Schiefelbein (Chairman), A.E.
Abramson, J.R. Anderson, K.G. Anderson, and G.E. Magnuson. The Audit
Committee meets with the Company's independent public accountants and
representatives of management. Among other duties, the Audit Committee
reviews the internal and external financial reporting of the Company, reviews
the scope of the independent auditors' examination, considers comments by the
auditors regarding internal controls and accounting procedures and
management's response to those comments, and approves any material non-audit
services to be provided by the Company's independent public accountants.
The Company does not have a compensation committee or a nominating committee.
The duties normally reserved for a compensation committee are undertaken by
the full Board of Directors, with Mr. Johnson, the only employee of the
Company on the Board, excusing himself from deliberations and votes
concerning matters related to his compensation.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ending September 30, 1995,
1994 and 1993, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued for such year, to Claude C. Johnson, the
Company's President, Chief Executive Officer and Chief Financial Officer, and
to each other executive officer of the Company (together with Mr. Johnson,
the "Named Executives") whose total annual salary and bonus exceeded $100,000
during fiscal year 1995 in all capacities in which they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
FISCAL YEAR
ENDED STOCK ALL OTHER
NAME AND POSITION SEPTEMBER 30, SALARY BONUS OPTIONS (1) COMPENSATION (2)
<S> <C> <C> <C> <C> <C>
Claude C. Johnson 1995 $140,500 $29,577 3,500 $9,020
President, Chief Executive Officer 1994 135,231 50,104 -- 8,023
and Chief Financial Officer 1993 125,538 43,591 5,000 4,534
Bruce E. Bailey 1995 94,558 17,509 2,500 7,833
Vice President, 1994 87,096 37,469 -- 6,135
Radiant Energy Division 1993 84,154 33,615 4,000 652
David G. Brady 1995 92,096 21,496 2,500 7,757
Vice President, 1994 88,654 38,041 -- 6,275
Assembly Automation Division 1993 85,538 34,283 4,000 3,218
Gordon W. Sangster 1995 90,654 19,225 1,250 7,631
Vice President, 1994 87,653 32,666 -- 5,987
Operations 1993 84,625 28,958 4,000 3,191
</TABLE>
(1) Reflects the number of shares purchasable under option grants.
(2) Reflects 401(k) matching and discretionary contributions made by the
Company under the Company's profit sharing retirement plan of $8,204 for
Mr. Johnson, $7,058 Mr. Bailey, $7,023 for Mr. Brady, and $6,897 for Mr.
Sangster, and the payment for life insurance premiums of $816 for Mr.
Johnson, $775 for Mr. Bailey, and $734 for each of Messrs. Brady and
Sangster.
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Company's stock option plans to the Named Executive
Officers during the last fiscal year:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE
UNDERLYING EMPLOYEES EXERCISE APPRECIATION
OPTIONS IN FISCAL PRICE EXPIRATION FOR OPTION TERM
NAME GRANTED YEAR PER SHARE DATE 5% 10%
<S> <C> <C> <C> <C> <C> <C>
Claude C. Johnson 3,500 16.67% $5.25 11/3/99 $5,077 $11,218
Bruce E. Bailey 2,500 11.90% 5.25 11/3/99 3,626 8,013
David G. Brady 2,500 11.90% 5.25 11/3/99 3,626 8,013
Gordon W. Sangster 1,250 5.95% 5.25 11/3/99 1,813 4,006
</TABLE>
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AS OF
OPTIONS AT SEPTEMBER 30, 1995 SEPTEMBER 30, 1995 (1)
SHARES
ACQUIRED ON VALUE
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Claude C. Johnson 2,000 $3,500 11,500 9,000 $65,875 $44,750
Bruce E. Bailey -- -- 9,000 5,500 49,500 26,125
David G. Brady -- -- 9,000 5,500 49,500 26,125
Gordon W. Sangster -- -- 5,000 4,250 27,500 20,813
</TABLE>
(1) Based on the market price of $9.50 per share for the Company's Common
Stock as of September 30, 1995.
DIRECTOR COMPENSATION
Directors who are not employees of the Company (currently all directors
except Mr. Johnson) are paid a retainer of $4,000 and a fee of $400 for each
meeting of the Board of Directors or any committee thereof. No additional
compensation for serving as a director was paid to Mr. Johnson during the
last fiscal year. Mr. Magnuson is paid a retainer of $4,000 for serving as
Secretary to the Company. Lindquist & Vennum P.L.L.P., of which Mr. Magnuson
is Of Counsel, was paid for legal services rendered to the Company during
fiscal year 1995, and it is anticipated that Lindquist & Vennum P.L.L.P. will
continue to perform legal services for the Company.
Each non-employee member of the Board of Directors receives at the time of
election or re-election to the Board by the shareholders an option to
purchase 500 shares of the Company's Common Stock on the date of such
election or re-election. Each director's option is to purchase 500 shares of
Common Stock at a price equal to the fair market value of the Company's
Common Stock on the date of grant exercisable over a five-year period. The
options vest in increments of 25% per year beginning one year after the date
of grant.
The Company has a retirement program for directors who are not full-time
employees of the Company at the time of retirement which provides for the
payment of an annual benefit equal to the annual retainer paid to directors
during the full fiscal year preceding retirement. The retirement benefit,
which is payable to directors who have served five years or more, will
commence at the later of the time of retirement or when the director becomes
65 years old and will be subject to proportionate reduction if the director
has served the Company less than ten years. The maximum number of years that
the benefit is payable is ten years. Former directors who receive the
retirement benefit will be available to the Company as reasonably requested
for consultation and advice, including attendance at Board or committee
meetings if requested, and will be reimbursed for out-of-pocket expenses in
connection with such meetings. Former directors receiving retirement benefits
will also agree not to engage in substantial activity competitive with the
business of the Company.
The Company has an unsecured line of credit in the amount of $3,000,000 with
Norwest Bank Minnesota, N.A. Mr. Abramson, a director of the Company, is also
a member of the Norwest Bank Community Advisory Board. During fiscal year
1995, the Company had no borrowings under the line of credit.
EMPLOYMENT AGREEMENTS
In April 1988, the Company entered into employment agreements with certain of
its executive officers. Certain of these agreements were amended in April
1991 and others were terminated. As amended, the employment agreements
provide, among other things, for monthly cash severance payments to such
individuals equal to approximately the individual's average monthly
compensation over the preceding six months plus certain fringe benefits under
certain circumstances for the twelve months following a "change in control"
of the Company. In general, a change in control would occur when there has
been any change in controlling persons reported in the Company's proxy
statement, when 50% or more of the Company's outstanding voting stock is
acquired by any person or when current members of the Board of Directors or
their successors elected or nominated by such members cease to constitute at
least a majority of the Board of Directors. However, a "change in control"
would not occur if any of these events are authorized, approved or
recommended by the Board of Directors. If a change in control had occurred at
the end of fiscal year 1995, the following individuals and group could have
received as additional compensation pursuant to the employment agreements the
following approximate amounts: Mr. Johnson, $140,000; Mr. Sangster, $91,000;
and all executive officers as a group, $231,000.
APPROVAL OF ACCOUNTANTS
Arthur Andersen LLP, independent public accountants, have been the auditors
for the Company since 1956. They have been reappointed by the Board of
Directors as the Company's auditors for the current fiscal year and
shareholder approval of the appointment is requested. In the event the
appointment of Arthur Andersen LLP should not be approved by the
shareholders, the Board of Directors will make another appointment to be
effective at the earliest feasible time.
A representative of Arthur Andersen LLP is expected to be present at the
Annual Meeting of Shareholders and will have an opportunity to make a
statement if he or she desires to do so and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF ARTHUR
ANDERSEN LLP.
SHAREHOLDER PROPOSALS
The rules of the Securities and Exchange Commission permit shareholders of a
company, after notice to the company, to present proposals for shareholder
action in the company's proxy statement where such proposals are consistent
with applicable law, pertain to matters appropriate for shareholder action
and are not properly omitted by company action in accordance with the proxy
rules. The Research, Incorporated 1997 Annual Meeting of Shareholders is
expected to be held on or about January 16, 1997 and proxy materials in
connection with that meeting are expected to be mailed on or about December
9, 1996. Shareholder proposals prepared in accordance with the proxy rules
must be received by the Company on or before August 11, 1996.
GENERAL
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the
Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of common stock and other equity securities of the
Company. These insiders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms
they file, including Forms 3, 4 and 5.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 1995, all
Section 16(a) filing requirements applicable to its insiders were complied
with.
OTHER MATTERS
The Board of Directors of the Company knows of no matters other than the
foregoing to be brought before the meeting. However, the enclosed proxy gives
discretionary authority in the event that any additional matters should be
presented.
The Company's Annual Report to Shareholders for the fiscal year ended
September 30, 1995 is being mailed to shareholders with this Proxy Statement.
Shareholders may receive without charge a copy of the Company's Annual Report
on Form 10-K, including financial statements and schedules thereto, as filed
with the Securities and Exchange Commission, by writing to: Research,
Incorporated, 6425 Flying Cloud Drive, Eden Prairie, Minnesota 55344,
Attention: Investor Relations, or by calling the Company at (612) 941-3300.
By Order of the Board of Directors
Gerald E. Magnuson,
Secretary
RESEARCH, INCORPORATED
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS, JANUARY 18, 1996
The undersigned hereby appoints Andrew E. Abramson and Claude C. Johnson, or
either of them, proxies with full power of substitution to vote, in their
discretion, all shares of common stock of Research, Incorporated of record in
the name of the undersigned at the close of business on December 6, 1995 at the
Annual Meeting of Shareholders to be held in Eden Prairie, Minnesota on January
18, 1996, or at any adjournment or adjournments thereof, hereby revoking all
former proxies.
1. ELECTION OF DIRECTORS.
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for all nominees listed below
(INSTRUCTIONS: IF YOU DO NOT WISH TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
"FOR" BOX AND STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.)
Andrew E. Abramson, James R. Anderson, Kenneth G. Anderson,
Claude C. Johnson, Gerald E. Magnuson, Charles G. Schiefelbein
2. PROPOSAL TO RATIFY APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(continued on the back)
(continued from the front)
3. IN THEIR DISCRETION UPON ANY OTHER MATTERS COMING BEFORE THE MEETING.
THE SHARE(S) REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS 1 AND 2 IN
ACCORDANCE WITH THE SPECIFICATIONS MADE AND WILL BE VOTED "FOR" SUCH PROPOSALS
IF THERE IS NO SPECIFICATION.
DATED: __________________, 199_
_______________________________
_______________________________
PLEASE SIGN YOUR NAME(S)
EXACTLY AS SHOWN AT LEFT. WHEN
SIGNING AS EXECUTOR,
ADMINISTRATOR, TRUSTEE, OR
GUARDIAN, GIVE FULL TITLE AS
SUCH; WHEN SHARES HAVE BEEN
ISSUED IN NAMES OF TWO OR MORE
PERSONS, ALL SHOULD SIGN.
