<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
Check the Appropriate Box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
ROBOTIC VISION SYSTEMS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
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:
Copies of all communications to:
IRA I. ROXLAND, Esq.
Cooperman Levitt Winikoff Lester & Newman, P.C.
800 Third Avenue
New York, New York 10022
(212) 688-7000
<PAGE> 2
[rsvi logo]
ROBOTIC VISION SYSTEMS, INC.
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 23, 2000
------------------------
To the Stockholders of
ROBOTIC VISION SYSTEMS, INC.:
NOTICE IS GIVEN that the annual meeting of stockholders of ROBOTIC VISION
SYSTEMS, INC., a Delaware corporation, will be held at the Central Park Inter-
Continental New York, 112 Central Park South, New York, New York, on Thursday,
March 23, 2000 at the hour of 10:00 a.m., for the following purposes:
1) To elect eight directors of the Company for the ensuing year.
2) To amend the Company's 1996 Stock Plan to increase the number of
shares of Common Stock available thereunder from 2,500,000 to 4,500,000.
3) To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending September 30, 2000.
4) To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on February 18, 2000
are entitled to notice of and to vote at the meeting or any adjournment thereof.
Frank D. Edwards
Secretary
Canton, Massachusetts
February 22, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY AND PROMPTLY
RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED FOR THAT PURPOSE. ANY
STOCKHOLDER MAY REVOKE HIS PROXY AT ANYTIME BEFORE THE MEETING BY GIVING WRITTEN
NOTICE TO SUCH EFFECT, BY SUBMITTING A SUBSEQUENTLY DATED PROXY OR BY ATTENDING
THE MEETING AND VOTING IN PERSON.
<PAGE> 3
ROBOTIC VISION SYSTEMS, INC.
5 SHAWMUT ROAD
CANTON, MASSACHUSETTS 02021
------------------------
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is being mailed on or about February 22, 2000 to all
stockholders of record of the Company at the close of business on February 18,
2000 in connection with the solicitation by the board of directors of proxies
for the annual meeting of stockholders to be held at the Central Park
Inter-Continental New York, 112 Central Park South, New York, New York, on
Thursday, March 23, 2000.
SOLICITATION OF PROXIES
Proxies will be solicited by mail, and all expenses of preparing and
soliciting such proxies will be paid by the Company. The Company has also
arranged for reimbursement, at the rate suggested by The Nasdaq Stock Market,
Inc., of brokerage houses, nominees, custodians and fiduciaries for the
forwarding of proxy materials to the beneficial owners of shares held of record.
Proxies may also be solicited by directors, officers and employees of the
Company, but such persons will not be specifically compensated for such
services.
All proxies properly executed and received by the persons designated as
proxy will be voted on all matters presented at the meeting in accordance with
the specific instructions of the person executing such proxy or, in the absence
of specified instructions, will be voted for the named nominees to the board and
in favor of the proposals to:
- amend the Company's 1996 stock option plan to increase the number of
shares of common stock available thereunder from 2,500,000 to 4,500,000,
and
- ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending September 30, 2000.
The board does not know of any other matter that may be brought before the
meeting but, in the event that any other matter should come before the meeting,
or any nominee should not be available for election, the persons named as proxy
will have authority to vote all proxies not marked to the contrary in their
discretion as they deem advisable.
MANNER OF VOTING
Stockholders may vote their proxies by mail. Stockholders who hold their
shares through a bank or broker can also vote via the Internet if this option is
offered by the bank or broker. Any stockholder may revoke his proxy, whether he
votes by mail or the Internet, at any time before the meeting by written notice
to such effect received by the Company at the address set forth above, attn:
corporate secretary, by delivery of a subsequently dated proxy or by attending
the meeting and voting in person.
VOTE REQUIRED
The total number of shares of the Company's common stock outstanding as of
the record date was 27,640,535. The common stock is the only class of securities
of the Company entitled to vote, each share being entitled to one non-cumulative
vote. Only stockholders of record as of the close of business on the record date
will be entitled to
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<PAGE> 4
vote. A majority of the shares of common stock outstanding and entitled to vote,
or 13,820,268 shares, must be present at the meeting in person or by proxy in
order to constitute a quorum for the transaction of business. Abstentions and
broker nonvotes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Assuming the presence of a
quorum, an affirmative vote of a majority of the shares of common stock present
and voting, in person or by proxy, at the meeting is required to pass upon each
of the matters presented.
ABSTENTIONS AND NONVOTES
Abstentions will be counted in tabulations of the votes cast on each of the
proposals presented at the meeting, whereas broker nonvotes will not be counted
for purposes of determining whether a proposal has been approved. "Broker
nonvotes" are proxies received from brokers who, in the absence of specific
voting instructions from beneficial owners of shares held in brokerage name,
have declined to vote such shares in those instances where discretionary voting
by brokers is permitted.
A list of stockholders entitled to vote at the meeting will be available at
the Company's offices, 5 Shawmut Road, Canton, Massachusetts, for a period of
ten days prior to the meeting and at the meeting itself for examination by any
stockholder.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the ownership
of our common stock as of the record date by
- each director;
- each person known by us to own beneficially 5% or more of our common
stock;
- each officer named in the summary compensation table elsewhere in this
proxy statement; and
- all directors and executive officers as a group:
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
NAME AND ADDRESS BENEFICIALLY PERCENT
BENEFICIAL OWNER(1) OWNED(2) OF CLASS
- ------------------- ---------------- --------
<S> <C> <C>
Pat V. Costa...................................... 548,626(3) 1.98%
Frank A. DiPietro................................. 69,925(4) *
Jay M. Haft....................................... 504,497(5) 1.83%
Tomas Kohn........................................ 55,416(6) *
Donald J. Kramer.................................. 30,035(7) *
Mark J. Lerner.................................... 83,392(8) *
Howard Stern...................................... 113,948(9) *
Robert H. Walker.................................. 111,444(10) *
Frank D. Edwards.................................. 30,000(11) *
Curtis W. Howes................................... 19,170(12) *
Earl H. Rideout................................... 48,673(13) *
John J. Arcari.................................... -0- --
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
NAME AND ADDRESS BENEFICIALLY PERCENT
BENEFICIAL OWNER(1) OWNED(2) OF CLASS
- ------------------- ---------------- --------
<S> <C> <C>
Kenneth C. Griffin................................ 3,009,253(14) 10.0%
c/o Citadel Limited Partnership(12) 225 West
Washington St. Chicago, IL 60606
All current executive officers and directors as a
group
(13 persons).................................... 1,633,461(15)(16) 5.91%
</TABLE>
- -------------------------
* Denotes less than 1%.
(1) Except as otherwise indicated, the address of each beneficial owner is 5
Shawmut Road, Canton, Massachusetts 02021.
(2) Except as otherwise indicated, includes shares underlying currently
exercisable options and warrants as well as those options and warrants
which will become exercisable within 60 days of the record date. Except as
otherwise indicated, the named persons herein have sole voting and
dispositive power with respect to beneficially owned shares.
(3) Includes 517,025 shares underlying options and 1,601 vested shares held
under our retirement investment plan.
(4) Includes 14,598 shares underlying options; also includes 32,249 shares
owned of record by Mr. DiPietro's spouse.
(5) Includes 36,598 shares underlying options; also includes 399,078 shares
owned of record by Mr. Haft's spouse and 7,666 shares held indirectly in a
retirement trust.
(6) Includes 4,000 shares underlying options; also includes 1,684 shares owned
of record by Mr. Kohn's spouse.
(7) Includes 12,802 shares underlying options; also includes 10,000 shares held
indirectly in an irrevocable trust with Mr. Kramer's spouse as trustee. Mr.
Kramer disclaims any interest in these shares.
(8) Includes 60,999 shares underlying warrants held by Morgen, Evan & Company,
Inc., of which Mr. Lerner is the principal owner; also includes 19,598
shares underlying options.
(9) Includes 60,970 shares underlying options and 6,148 vested shares held
under our retirement investment plan.
(10) Includes 52,341 shares underlying options and 20,632 shares indirectly in a
retirement account.
(11) Includes 20,000 shares underlying options.
(12) Includes 15,670 shares underlying options and 308 vested shares held under
our retirement investment plan.
(13) Includes 48,365 shares underlying options.
(14) Based on Schedule 13G, filed with the SEC on February 11, 2000, Fisher
Capital Ltd., Wingate Capital Ltd., Olympus Securities Ltd. and NP Partners
beneficially owned, as of December 31, 1999, 2,862,202, 1,695,185, 30,900
and 18,100 of our shares, or an aggregate of 4,606,387 shares, including
shares underlying prepaid
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<PAGE> 6
warrants, incentive warrants and other warrants currently exercisable and
exercisable within 60 days of the record date. Each holder of prepaid
warrants is prohibited from exercising such warrants if exercise would
cause the holder and its affiliates to own a number of shares which, when
added to the number of shares of common stock beneficially owned 60 days
prior to the date of such exercise plus any shares which were acquired
during the 60 day period, would be in excess of 10% of our common stock
outstanding immediately following such exercise. Therefore, the maximum
number of shares of our common stock that can be beneficially owned by
Fisher, Wingate, Olympus and NP Partners in the aggregate is 3,009,253
shares.
This SEC filing also reflects that:
- Wellington Partners Limited Partnership is the sole shareholder of
Wingate and the sole member of WNPH, L.L.C.;
- WNPH and WCH, L.L.C. are the general partners of NP Partners;
- Kensington Global Strategies Fund, Ltd. is the sole shareholder of Fisher
and Olympus;
- Citadel Limited Partnership is the general partner of Wellington, the
portfolio manager of Kensington, and the sole member of WCH;
- GLB Partners, L.P. is the general partner of Citadel Limited Partnership;
- Citadel Investment Group, L.L.C. is the general partner of GLB; and
- Kenneth C. Griffin is the sole member and manager of Citadel Investment
Group.
Citadel has informed us that Kenneth C. Griffin, Citadel Limited
Partnership and each of the Citadel entities disclaims beneficial
ownership of the shares of common stock held by the other Citadel
entities.
(15) Includes an aggregate of 879,301 shares underlying options and warrants.
(16) Includes an aggregate of 8,057 vested shares held in our investment
retirement plan.
COMPLIANCE WITH SECTION 16(a) OF SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires our officers
and directors, as well as those persons who own more than 10% of our common
stock, to file reports of ownership and changes in ownership with the SEC. These
persons are required by SEC rule to furnish us with copies of all Section 16(a)
forms they file.
Based solely on our review of the copies of such forms, or written
representations from certain reporting persons that no such forms were required,
we believe that during the fiscal year ended September 30, 1999, all filing
requirements applicable to our officers, directors and greater than 10% owners
of our common stock were complied with except that Messrs. Costa, Rideout and
Lerner were each not timely in their filing of one monthly report of one
transaction.
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<PAGE> 7
ELECTION OF DIRECTORS
Eight directors are to be elected at the meeting to serve for a term of one
year or until their respective successors are elected and qualified.
INFORMATION CONCERNING NOMINEES
The following table sets forth the positions and offices presently held
with us by each nominee, his age and his tenure as a director.
<TABLE>
<CAPTION>
POSITIONS AND OFFICE
NAME AGE PRESENTLY HELD SINCE
- ---- --- -------------------- -----
<S> <C> <C> <C>
Pat V. Costa......................... 56 Chairman, president and chief 1984
executive officer
Frank A. DiPietro.................... 73 Director 1992
Jay M. Haft.......................... 64 Director 1977
Tomas Kohn........................... 58 Director 1997
Donald J. Kramer..................... 67 Director 1995
Mark J. Lerner....................... 47 Director 1994
Howard Stern......................... 62 Senior vice president and director 1981
Robert H. Walker..................... 64 Director 1990
</TABLE>
PAT V. COSTA has served as our president, chief executive officer and
chairman of our board of directors since 1984. Previously and from 1977, Mr.
Costa was employed by GCA Corporation, most recently in the capacity of
executive vice president. GCA was engaged in the manufacturing of various
electronic instrumentation equipment and systems.
FRANK A. DIPIETRO began his career with GM in 1944. During his forty-six
year career with GM, he was actively involved in automobile assembly and
manufacturing engineering systems. He retired in 1990 and continues as a
consultant in laser systems in several industries, most recently for the
University of Michigan in evaluating laser applications in the global auto
industry. At the time of his retirement, Mr. DiPietro held the position of
director of manufacturing engineering, Chevrolet-Pontiac-Canada car group, for
GM. In 1996, he was elected to the position of director-at-large for the society
of manufacturing engineers.
JAY M. HAFT has been a practicing attorney for over 30 years and a
strategic and financial consultant for growth stage companies. Mr. Haft also
serves as chairman of Noise Cancellation Technologies, Inc. and Extech, Inc.
both public companies whose respective securities are traded on the Nasdaq Small
Cap Market. He is a managing general partner of Gen Am "1" Venture Fund, an
international venture capital fund. Mr. Haft is also a director of numerous
other public and private corporations. From 1989 until 1994, he was a partner of
Parker Duryee Rosoff & Haft in New York, New York. He is currently of counsel to
such firm.
TOMAS KOHN has been a professor of management at Boston University's School
of Management in the undergraduate, MBA, and executive MBA programs since 1988.
Dr. Kohn is the chairman of Conduit del Ecuador, a steel tubing manufacturer,
and a member of the board of directors of Ideal-Alambrec, a steel wire
manufacturer, both in Quito, Ecuador. He has held these positions since 1974 and
1972, respectively. From 1987 until our acquisition of Computer Identics Corp.
in August 1996, Dr. Kohn was a member of Computer Identics' board of directors,
and its Chairman since 1992. From 1986 until
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<PAGE> 8
1995, Dr. Kohn was a member of the board of directors of N.V. Bekaert S.A., the
world's largest independent steel wire manufacturer. N.V. Bekaert was a major
shareholder of Computer Identics.
DONALD J. KRAMER was chairman of Acuity Imaging, Inc. from January 1994
until our acquisition of Acuity in September 1995. Mr. Kramer served as a
director of Itran Corp. from 1982 until its merger with Automatix, Inc. in
January 1994, at which time the merger survivor assumed the Acuity name. Mr.
Kramer is a private investor and was a special limited partner of TA Associates,
a private equity capital firm located in Boston, Massachusetts, from January
1990 to March 1996. For the previous five years, Mr. Kramer was a general
partner of TA Associates. In January 1997, Mr. Kramer was elected to the board
of publicly-owned Micro Component Technology, Inc.
MARK J. LERNER has been president of Morgen, Evan an investment banking
firm which specializes in Japanese-U.S. transactions, since 1992. Previously and
from 1990, he was a managing director at Chase Manhattan Bank where he headed
the Japan corporate finance group. From 1982 to 1990 Mr. Lerner worked in the
investment banking division of Merrill Lynch as head of its Japan group,
coordinating its New York-based Japanese activities with professionals in Tokyo
and London.
HOWARD STERN has been our senior vice president and technical director
since December 1984. Previously and from 1981, he was a vice president.
ROBERT H. WALKER was, before his retirement in March 1998, our executive
vice president and secretary-treasurer, a position he held since December 1986.
From 1984 to 1986 he was our senior vice president. From 1983 to 1985 he also
served as our treasurer. Mr. Walker is a director of Tel Instrument Electronics
Corporation, a publicly-owned company.
IDENTIFICATION OF EXECUTIVE OFFICERS
(Excludes executive officers who are also directors)
<TABLE>
<CAPTION>
NAME AGE POSITION PRINCIPAL OCCUPATION
- ---- --- -------- --------------------
<S> <C> <C> <C>
Frank D. Edwards......... 45 Vice President Joined us in March 1999 as our
corporate vice president of
finance and chief financial
officer. Previously and from 1986,
he was employed by Electronic
Designs, Inc. Most recently, until
that company's merger with Bowmar
Instrument Corporation in October
1998, he was senior vice president
and chief financial officer and a
member of its board.
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
NAME AGE POSITION PRINCIPAL OCCUPATION
- ---- --- -------- --------------------
<S> <C> <C> <C>
Curtis W. Howes.......... 49 Vice President Has been our corporate vice
president of automatic
identification since May 1997.
Before joining us and since
November 1991, he was employed by
Intermec Corporation, most
recently as general manager of
Intermec's imaging systems
division, which designed,
manufactured and sold vision-based
products for symbology reading.
John S. O'Brien.......... 45 Vice President Has been our corporate vice
president of human resources since
February 1997. Previously and from
1990, he was vice president, human
resources and chief financial
officer of Charles River Data
Systems, an imbedded systems
developer and manufacturer in
Framingham, MA.
Earl H. Rideout.......... 53 Senior Vice Has been corporate senior vice
President president of our semi-conductor
equipment group since January
1997. Previously and from 1989 he
was vice president/general manager
of our electronics division.
Neal Sanders............. 50 Vice President Joined us in February 1999 as our
corporate vice president of
corporate communications and
investor relations. Previously and
from 1980 through 1998, he held
comparable positions at Analog
Devices, Inc., Bol Beranek and
Newman, Inc., Information
Analysts, Inc. and Microdyne
Corporation.
</TABLE>
Executive officers are elected annually by the board to hold office until
the first meeting of the board following the next annual meeting of stockholders
and until their successors are chosen and qualified.
PROPOSED AMENDMENT TO THE 1996 STOCK PLAN
The 1996 stock plan was amended by the board on December 16, 1999 to
increase the number of shares of common stock available thereunder from
2,500,000 to 4,500,000, subject to the approval of our stockholders. We believe
that we have been successful in the past in attracting and retaining qualified
employees, officers and directors in part because of our ability to offer such
persons options to purchase common stock. We believe that the increase in the
number of shares reserved for issuance pursuant to the 1996 Plan is necessary
for us to continue to attract and retain qualified employees, officers and
directors.
The 1996 plan provides for its administration by the board or by a stock
option committee appointed by the board. The board or the committee, as
appropriate, has
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<PAGE> 10
discretionary authority, subject to certain restrictions, to determine the
individuals to whom and the times at which options will be granted and the
number of shares subject to such options. The board or the committee may
interpret the provisions of the 1996 plan and may prescribe, amend and rescind
rules and regulations relating thereto.
The purchase price of shares of common stock subject to an incentive stock
option within the meaning of Section 422 of the Internal Revenue Code under the
1996 plan may not be less than the fair market value of the shares on the date
upon which such option is granted. In addition, in the case of an optionee who
is also more than a 10% stockholder us, the purchase price of the shares may not
be less than 110% of the fair market value of the shares on the date upon which
such option is granted. Further, the aggregate fair market value determined as
of the date of the option grant) of shares of common stock with respect to which
incentive stock options are exercisable for the first time by the holder of the
option during any calendar year may not exceed $100,000. The option price of
non-qualified options granted under the 1996 plan is determined by the board or
the committee, as appropriate, in its absolute discretion at the time of grant,
but shall in no event be less than the minimum legal consideration required. In
addition, option grants at less than fair market value are intended to qualify
as performance-based compensation under Section 162(m) of the Internal Revenue
Code, and shall be exercisable only upon the attainment of pre-established,
objective performance goals.
The 1996 plan is open to participation by employees, including our officers
or any of our subsidiaries, as well as by our subsidiaries' non-employee
directors or consultants. At the record date, there were approximately 739 of
our employees (including 7 officers) as well as 26 non-employee directors and
consultants eligible to participate in the 1996 plan.
Assuming approval of the proposed amendment to the 1996 plan and after
giving effect thereto, there would be 4,500,000 shares of common stock available
for issuance under the 1996 plan, of which, as of the record date, 1,618,918
shares would be available for future option grants under the 1996 plan.
BOARD RECOMMENDATION
The affirmative vote of the holders of a majority of our shares of common
stock present and voting in person or by proxy at the meeting is required for
approval of this proposal. The board recommends a vote FOR such proposal.
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<PAGE> 11
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
Set forth below is the aggregate compensation for services rendered to us
in all capacities during our fiscal years ended September 30, 1999, 1998 and
1997 by our chief executive officer, each of our four other most highly
compensated executive officers whose compensation exceeded $100,000 during our
fiscal year ended September 30, 1999 and one other executive officer who would
have been disclosed had he been employed by us at the fiscal year end.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION --------------------------------
----------------------------- AWARDS PAYOUTS
OTHER -------------------- --------- ALL
ANNUAL RESTRICTED NUMBER LONG TERM OTHER
NAME AND COMPEN- STOCK OF INCENTIVE COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS(1) SATION AWARDS OPTIONS PAYOUTS SATION(2)
- ------------------ ---- -------- -------- ------- ---------- ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Pat V. Costa......... 1999 $315,016 $ -- -- -- -- -- $11,827
Chief executive 1998 315,016 $55,000 -- -- -- -- $ 2,400
officer 1997 293,478 $50,000 -- -- -- -- $ 2,375
Frank D.
Edwards(3)......... 1999 $100,962 $ -- -- -- -- -- $ --
Chief financial
officer
Curtis Howes......... 1999 $227,127 $ -- -- -- -- -- $41,467(4)
Vice president 1998 143,616 $20,000 -- -- -- -- $37,207(4)
Earl H. Rideout...... 1999 $174,539 $25,000 -- -- -- -- $ 9,965
Senior vice 1998 150,010 $25,000 -- -- -- -- $ 2,400
president 1997 143,318 $25,000 -- -- -- -- $ 2,400
Howard Stern......... 1999 $168,180 $ -- -- -- -- -- $ 6,600
Senior vice 1998 165,006 $30,000 -- -- -- -- $ 2,400
president 1997 159,625 $30,000 -- -- -- -- $ 2,375
John J. Arcari(5).... 1999 $193,178 $ -- -- -- -- -- $ --
Former chief 1998 175,008 $ 5,000 -- -- -- -- $ --
financial officer
</TABLE>
- -------------------------
(1) Represents amounts earned in the prior fiscal year which were paid in the
fiscal year shown. There were no bonuses earned for the fiscal year ended
September 30, 1999.
(2) Represents accrued and vested payments under our retirement investment plan.
Also represents 1999 vehicle allowances for each of Messrs. Costa, Rideout
and Stern.
(3) Mr. Edwards joined the Company in March 1999.
(4) Represents relocation allowance for Mr. Howes and his family.
(5) Mr. Arcari joined us in August 1997. He resigned in March 1999. Mr. Arcari's
1999 salary includes $97,601 in severance payments.
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<PAGE> 12
OPTION GRANTS IN LAST FISCAL YEAR
Set forth below is information with respect to our grants of stock options
during our fiscal year ended September 30, 1999 to each of the named persons in
the summary compensation table, above.
<TABLE>
<CAPTION>
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE
OPTIONS IN FISCAL PRICE PER EXPIRATION PRESENT
NAME GRANTED YEAR SHARE DATE VALUE(1)
- ---- ---------- ---------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Pat V. Costa.................. 200,000 15.07% $4.00 6/9/09 $569,175
Frank D. Edwards.............. 100,000 7.53% $2.29 4/1/05 $310,604
Curtis Howes.................. 26,666 2.01% $2.04 5/4/05 $ 84,091
Earl H. Rideout............... 3,871 0.29% $2.04 5/4/05 $ 12,207
Howard Stern.................. -- --% $ -- -- $ --
John Arcari................... -- --% $ -- $ --
</TABLE>
- -------------------------
(1) Computed in accordance with the Black-Scholes option pricing model utilizing
the following assumptions: volatility of 95%, risk-free interest rate of
6.02% and an expected life of five years.
OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Set forth below is further information with respect to unexercised and
exercised options to purchase our common stock under our stock option plans.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED OPTIONS AT IN-THE MONEY OPTIONS AT
ACQUIRED SEPTEMBER 30, 1999 SEPTEMBER 30, 1999(2)
ON EXERCISE VALUE --------------------------- ---------------------------
NAME OF OPTIONS REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Pat V. Costa......... -- -- 207,326 509,699 $397,086 $ --
Frank D. Edwards..... -- -- -- 100,000 $ -- $152,000
Curtis W. Howes...... -- -- 13,336 46,664 $ -- $ 47,199
Earl H. Rideout...... -- -- 39,847 39,024 $ 75,733 $ 23,846
Howard Stern......... -- -- 30,000 45,970 $ 9,750 $ --
John Arcari.......... -- -- 20,000 -- $ -- $ --
</TABLE>
REPORT ON OPTION PRICING
Our stock option plans were established as a means of motivating our
employees to remain with us and share in our over-all financial goals. In June
1998, as a result of the decrease in the market price of our common stock during
the preceding months and recognizing that previously granted stock options have
lost most of their motivational value, the board approved the repricing of
2,169,141 options, including 54,411 options granted to certain of our executive
officers. This repricing was effected by offering to grant a reduced
10
<PAGE> 13
number of options at an exercise price of $4.13 per share, which was the fair
market value of our common stock on June 26, 1998, in exchange for the old
options, based on a two for three replacement ratio. Mr. Costa expressly
declined to participate in this option repricing action.
On June 9, 1999, the board, in recognition of Mr. Costa's demonstrated
leadership in managing us through a series of difficulties brought about by the
semiconductor industry recession, discussed elsewhere in this proxy statement,
repriced 309,699 of his previously granted stock options. The repriced options,
which are exercisable at $4.13 per share as contrasted with the prior exercise
price of $14.13 per share, will not become exercisable until the earlier of (i)
December 9, 2008 or (ii) until the market price of our common stock first equals
or exceeds $7.00, in which event 50% of these options will become exercisable,
and $9.00, in which event the balance of these options will become exercisable.
The market price of our common stock on June 9, 1999 was $2.50 per share.
TEN-YEAR OPTION REPRICING
The following table summarizes all repricings of options held by any of our
executive officers during our last ten fiscal years:
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET EXERCISE OPTION TERM
UNDERLYING PRICE AT PRICE AT REMAINING
OPTIONS NEW TIME OF TIME OF AT DATE OF
REPRICED NUMBER REPRICING REPRICING NEW REPRICING OR
DATE OF OR OF OR OR EXERCISE AMENDMENT
NUMBER AND POSITION REPRICING AMENDED OPTIONS AMENDMENT AMENDMENT PRICE IN YEARS
- ------------------- --------- ---------- ------- --------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Pat V. Costa......... 6/9/99 309,699 309,699 $ 2.50 $14.13 $ 4.13 6.1
Chief executive 6/26/98 -- -- -- -- -- --
officer 7/22/97 400,000 309,699 $14.13 $18.25 $14.13 4.5
3/26/92 56,668 56,668 $ 1.22 $ 4.06 $ 1.22 0.1
12/12/91 113,332 113,332 $ 1.00 $ 4.06 $ 1.00 0.4
Curtis W. Howes...... 6/26/98 25,000 16,667 $ 4.13 $10.88 $ 4.13 4.8
Vice president 6/26/98 25,000 16,667 $ 4.13 $12.75 $ 4.13 5.0
John S. O'Brien...... 6/26/98 20,000 13,334 $ 4.13 $10.81 $ 4.13 4.8
Vice president
Earl H. Rideout...... 6/26/98 11,614 7,743 $ 4.13 $14.13 $ 4.13 7.1
Senior vice 7/22/97 15,000 11,614 $14.13 $18.25 $14.13 4.5
president 3/26/92 9,900 9,900 $ 1.22 $ 5.50 $ 1.22 1.9
12/12/91 20,010 20,010 $ 1.00 $ 5.50 $ 1.00 2.2
Howard Stern......... 6/26/98 -- -- -- -- -- --
Senior vice 7/22/97 40,000 30,970 $14.13 $18.25 $14.13 4.5
president 3/26/92 22,754 22,754 $ 1.22 $ 4.06 $ 1.22 0.1
12/12/91 45,576 45,576 $ 1.00 $ 4.06 $ 1.00 0.4
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET EXERCISE OPTION TERM
UNDERLYING PRICE AT PRICE AT REMAINING
OPTIONS NEW TIME OF TIME OF AT DATE OF
REPRICED NUMBER REPRICING REPRICING NEW REPRICING OR
DATE OF OR OF OR OR EXERCISE AMENDMENT
NUMBER AND POSITION REPRICING AMENDED OPTIONS AMENDMENT AMENDMENT PRICE IN YEARS
- ------------------- --------- ---------- ------- --------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Steven J. Bilodeau... 6/26/98 -- -- -- -- -- --
Former executive 7/22/97 100,000 77,425 $14.13 $18.25 $14.13 4.5
vice president 7/22/97 75,000 67,286 $14.13 $15.75 $14.13 5.6
3/26/92 13,900 13,900 $ 1.22 $ 4.06 $ 1.22 0.3
3/26/92 11,000 11,000 $ 1.22 $ 4.06 $ 1.22 0.8
3/26/92 42 42 $ 1.22 $ 4.19 $ 1.22 1.8
12/12/91 19,958 19,958 $ 1.00 $ 4.19 $ 1.00 2.1
12/12/91 10,000 10,000 $ 1.00 $ 4.25 $ 1.00 3.5
12/12/91 20,000 20,000 $ 1.00 $ 6.44 $ 1.00 1.8
Robert H. Walker..... 6/26/98 -- -- -- -- -- --
Former executive 7/22/97 30,000 23,228 $14.13 $18.25 $14.13 4.5
vice president 3/26/92 2,511 2,511 $ 1.22 $ 4.06 $ 1.22 0.8
3/26/92 14,000 14,000 $ 1.22 $ 6.44 $ 1.22 1.5
12/12/91 4,489 4,489 $ 1.00 $ 4.06 $ 1.00 1.1
12/12/91 28,580 28,580 $ 1.00 $ 4.06 $ 1.00 0.4
John J. Arcari....... 6/26/98 -- -- -- -- -- --
Former chief
financial officer
</TABLE>
PENSION BENEFITS
The following table sets forth the estimated annual plan benefits payable
upon retirement in 2000 at age sixty-five after fifteen, twenty, twenty-five,
thirty and thirty-five years of credited service.
<TABLE>
<CAPTION>
YEARS OF SERVICE
---------------------------------------------------
REMUNERATION 15 20 25 30 35
- ------------ ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$100,000.................... $19,835 $26,447 $33,059 $33,059 $33,059
125,000.................... 25,535 34,047 42,559 42,559 42,559
150,000.................... 31,235 41,647 52,059 52,059 52,059
175,000.................... 33,635 44,847 56,059 56,069 56,059
200,000.................... 33,635 44,847 56,059 56,059 56,059
225,000.................... 33,635 44,847 56,059 56,059 56,059
250,000.................... 33,635 44,847 56,059 56,059 56,059
300,000.................... 33,635 44,847 56,059 56,059 56,059
400,000.................... 33,635 44,847 56,059 56,059 56,059
500,000.................... 33,635 44,847 56,059 56,059 56,059
</TABLE>
The amount of compensation covered by the Company's pension plan is
determined in accordance with rules established by the internal revenue service
and includes all dollar items shown on the summary compensation table with the
exception of 401(k)
12
<PAGE> 15
contributions. Effective with the fiscal year beginning October 1, 1998, for
purposes of calculating the pension benefit, earnings are limited to $160,000,
as adjusted for any cost of living increases authorized by the internal revenue
code. This earnings limit will continue to be $170,000 for calendar year 2000.
At September 30, 1999, Messrs. Costa, Rideout and Stern had, respectively,
15, 11 and 28 years of credited service with the Company.
A participant in the pension plan will receive retirement income based on
23% of his final average salary up to his applicable social security covered
compensation level plus 38% of any excess, reduced proportionately for less than
twenty-five years of credited service at normal retirement at age 65, subject to
the $160,000 limit described above. Final average salary is defined in the
pension plan as the average of a participant's total compensation during the
five consecutive calendar years in the ten calendar year period prior to his
normal retirement date which produces the highest average. A participant is 100%
vested in his accrued pension benefit after five years of service as defined in
the pension plan. No person who became our employee after October 31, 1996 is
eligible to participate in the pension plan.
EMPLOYMENT AGREEMENTS
Mr. Pat Costa is employed as our chief executive officer and president
under an indefinite term agreement which currently provides for an annual base
salary of $315,000. Pursuant to the terms of his employment agreement, Mr. Costa
has been granted certain rights in the event of the termination of his
employment or upon the occurrence of a change in our control. Specifically, in
the event of termination for any reason other than for cause and other than
voluntarily, Mr. Costa will be entitled to the continuance of salary and certain
fringe benefits for a period of twelve months and may exercise all outstanding
stock options which are exercisable during the twelve-month period following
termination at any time within such twelve-month period. In the event of the
occurrence of a change in our control (as defined in his employment agreement)
and, further, in the event that Mr. Costa is not serving in the positions of our
chief executive officer, president and chairman, other than for cause, within
one year thereafter, then Mr. Costa will be entitled to receive a lump sum
payment equal to 2.99 times Mr. Costa's base amount (as such term is defined in
the Internal Revenue Code and applicable regulations thereunder) at the time of
termination and to exercise all outstanding stock options, regardless of when
otherwise exercisable, during the six-month period following the termination
date of his employment.
We have also granted certain rights in the event of termination of
employment to Messrs. Edwards, Howes, Rideout and Stern. In the event of
involuntary termination other than for cause, each officer will be given six
months severance pay and continued benefits. In addition, we have agreed to
provide a maximum of one hundred days' advance written notice to Mr. Stern in
the event we should desire to terminate his employment other than for cause. In
such event, he shall be entitled to exercise all outstanding stock options,
regardless of when otherwise exercisable, during a specified period following
such termination.
THE BOARD OF DIRECTORS -- COMPOSITION AND COMPENSATION
Our business is managed under the direction of our board of directors. The
board consists of a single class of directors who are elected for a term of one
year, such term beginning and ending at each annual meeting of stockholders.
13
<PAGE> 16
During the fiscal year ended September 30, 1999, our board held nineteen
meetings, fifteen of which were convened by telephone. All directors attended
all meetings of the board and all committees of the board on which they served,
except Mr. Haft, who was absent from one such meeting. No director missed more
than four of the meetings which were convened by telephone.
Our board has established an audit committee to recommend the appointment
of independent accountants to audit financial statements and to perform services
related to the audit, review the scope and results of the audit with the
independent accountants, review with management and the independent accountants
our year-end operating results, consider the adequacy of the internal accounting
procedures and consider the effect of such procedures on the accountants'
independence. The audit committee consists of Messrs. Kramer, DiPietro, Haft and
Costa, with Mr. Costa serving in an ex oficio capacity. During fiscal 1999, the
audit committee held five meetings, three of which were convened by telephone.
Our board has also established a stock option committee to review and
implement appropriate action with respect to all matters pertaining to stock
options granted under our stock option plans. The stock option committee, which
is comprised of Messrs. DiPietro and Haft, held thirty two meetings during
fiscal 1999, including actions taken by unanimous written consents in lieu of
meetings.
We do not have a nominating committee charged with the search for and
recommendation to the board of potential nominees for board positions nor do we
have a compensation committee charged with reviewing and recommending to the
board compensation programs for our officers. These functions are performed by
the board as a whole.
During the fiscal year ended September 30, 1999, directors who were not
otherwise our employees were compensated at the rate of $1,500 for attendance at
each one-day and $2,500 for each two-day meeting of our board or any committee
thereof; and $200 for participation at a telephonic meeting or execution of a
consent in lieu of a meeting. In addition, outside directors are granted stock
options periodically, typically on a yearly basis.
REPORT ON EXECUTIVE COMPENSATION
We do not have a compensation committee charged with reviewing and
recommending to our board compensation programs for our executive officers.
These functions are performed by our board as a whole.
COMPENSATION PHILOSOPHY
We believe that executive compensation should:
- provide motivation to achieve strategic goals by tying executive
compensation to our performance, as well as affording recognition of
individual performance,
- provide compensation reasonably comparable to that offered by other high-
technology companies in a similar industry, and
- align the interests of executive officers with the long-term interests of
our stockholders through the award of equity purchase opportunities.
Our compensation plan is designed to encourage and balance the attainment
of short-term operational goals, as well as the implementation and realization
of long term strategic
14
<PAGE> 17
initiatives. As greater responsibilities are assumed by an executive officer, a
larger portion of compensation is "at risk". This philosophy is intended to
apply to all management.
COMPENSATION PROGRAM
Our executive compensation program has three major components: base salary,
short-term incentive bonus payments and long-term equity incentives.
Compensation packages offered to executive officers are based primarily on
the recommendations of nationally recognized compensation and benefits
consulting firms hired by us. We seek to position total compensation at or near
the median levels of other high-tech companies in a similar industry.
Individual performance reviews are generally conducted annually. Increases
in fiscal year 1999 were based on an individual's sustained performance,
compensation study recommendations and the achievement of our revenue, profit
and earnings per share goals. We do not assign specific weighting factors when
measuring performance; rather, subjective judgment and discretion is exercised
in light of our overall compensation philosophy.
Base salary is determined by evaluating individual responsibility levels
utilizing independent compensation surveys to determine appropriate salary
ranges and evaluating the individual performance.
Short-term incentive bonus payments, generally, are paid to executive
officers on an annual basis. The award of bonuses and their size, in substantial
part, are linked to predetermined earnings targets, creating direct linkage
between pay and our profitability. Such payments are generally made at the
beginning of the fiscal year following the one for which the executive's
performance was evaluated. No bonuses were awarded to any executive officer for
fiscal 1999.
Our board believes that executive officers who are in a position to make a
substantial contribution to our long term success and to build stockholder value
should have a significant equity stake in our on-going success. Accordingly, one
of our principal motivational methods has been the award of stock options. In
addition to financial benefits to executive officers, if the price of our common
stock during the term of any such option increases beyond such option's exercise
price, the program also creates an incentive for executive officers to remain
with us since options generally vest and become exercisable over a five-year
period and the first increment is not exercisable until one year after the date
of grant.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Costa's compensation is determined substantially in conformance with
the compensation philosophy, discussed above, that is applicable to all of our
executive officers. Performance is measured against defined financial,
operational, and strategic objectives. In establishing Mr. Costa's base salary
and bonus, our board takes into account our performance against both our own
objectives and the industry of which we are a part, as well as Mr. Costa's
contribution to our near- and long-term objectives.
Fiscal 1999 was an extraordinarily difficult year for us as well as for the
semiconductor industry as a whole. The industry entered the fiscal year
anticipating growth but, by March 1998, the Asian economic crisis had plunged
semiconductor manufacturers and suppliers into a severe downturn, which did not
abate until the 3rd quarter of calendar year 1999. The board believes Mr. Costa
was instrumental in managing us through a series
15
<PAGE> 18
of difficulties brought about by this industry recession. Mr. Costa demonstrated
leadership in reacting quickly to changes in the industry and in ensuring that
we did not lose our strategic focus. Mr. Costa's base compensation, fiscal 1999
option grant and fiscal 1999 option repricing reflect the board's belief that he
is a valuable asset to us. Because we did not achieve our financial goals for
fiscal 1999, Mr. Costa did not earn a bonus for that fiscal year.
INTERNAL REVENUE CODE SECTION 162(M)
Section 162(m) of the Internal Revenue Code generally limits the
deductibility of compensation in excess of $1 million paid to a company's
executive officer. Certain performance-based compensation is excluded by Section
162(m)(4)(C) of the Code in determining whether the $1 million limit applies.
Currently the total compensation, including salary, bonuses and excludable stock
options for any of the named executives does not exceed this limit. If in the
future this regulation becomes applicable to us, our board will not necessarily
limit executive compensation to that which is deductible, but will consider
alternatives to preserving the deductibility of compensation payments and
benefits to the extent consistent with its overall compensation objectives and
philosophy.
SUMMARY
Our board will continue to review our compensation programs to assure such
programs are consistent with the objective of increasing stockholder value.
THE BOARD OF DIRECTORS
<TABLE>
<S> <C>
Pat V. Costa, Chairman
Frank A. DiPietro Donald J. Kramer
Jay M. Haft Mark J. Lerner
Tomas Kohn Howard Stern
Robert H. Walker
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended September 30, 1999, the following officers and
former officers participated in discussions concerning executive officer
compensation: Pat V. Costa, Frank D. Edwards, Howard Stern, Robert H. Walker and
John J. Arcari. Each of the named participants recused himself in discussions
concerning his own compensation.
STOCK PERFORMANCE
The following graph compares the yearly percentage change in the cumulative
total stockholder return on our common stock during the five years ended
September 30, 1999 with the total return on the standard & poor's 500 composite
index and the NASDAQ non-financial index. The comparison assumes $100 was
invested on September 30, 1994 in our common stock and in each of the foregoing
indices and assumes reinvestment of dividends.
16
<PAGE> 19
FIVE YEAR CUMULATIVE PERFORMANCE
[FIVE YEAR CUMULATIVE PERFORMANCE]
<TABLE>
<CAPTION>
NASDAQ NON-
RVSI S&P 500 FINANCIAL
---- ------- -----------
<S> <C> <C> <C>
Sep-94 100.00 100.00 100.00
Sep-95 379.60 126.30 139.40
Sep-96 216.30 148.50 162.80
Sep-97 275.60 204.70 218.60
Sep-98 43.90 219.80 221.20
Sep-99 62.20 277.20 374.50
</TABLE>
NOTE:
A. Trading activity from 11/21/1991 through 1/4/1994 was on the OTC Bulletin
Board; the balance of trading data was as reported by The Nasdaq National
Market.
CERTAIN RELATIONSHIPS
Mr. Mark J. Lerner, one of our directors, is president of Morgen, Evan. Mr.
Lerner, through Morgen, Evan, provided consultation services relative to our
international marketing and sales efforts. In accordance with an agreement dated
December 1993, which was prior to his becoming one of our directors, during the
fiscal years ended September 30, 1997, September 30, 1998, and September 30,
1999, we compensated Mr. Lerner, through Morgen, Evan, in cash in the amounts of
$62,390, $9,800 and $2,500, respectively. We also
17
<PAGE> 20
issued four-year warrants, at exercise prices of $13.13 and $2.57, respectively,
to Morgan, Evan to acquire 2,565 and 18,000 shares of our common stock during
the fiscal years ended September 30, 1997 and September 30, 1998, respectively.
All warrants were issued at the fair market value of our common stock on the
date of grant. No warrants were issued to Morgan, Evan during the fiscal year
ended September 30, 1999. We believe that the compensation paid to Morgen, Evan
was no greater than what would have had to be paid to an unaffiliated person for
substantially similar services.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The board has selected Deloitte & Touche LLP to audit our accounts for the
fiscal year ending September 30, 2000. Such firm, which has served as our
independent auditor since 1986, has reported to us that none of its members has
any direct financial interest or material indirect financial interest in us.
Unless instructed to the contrary, the persons named in the enclosed proxy
intend to vote the same in favor of the ratification of Deloitte & Touche LLP as
our independent auditors.
A representative of Deloitte & Touche LLP is expected to attend the meeting
and will be afforded the opportunity to make a statement and/or respond to
appropriate questions from stockholders.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at our 2001 annual meeting
of stockholders pursuant to the provisions of Rule 14a-8, promulgated under the
Exchange Act, must be received by us at our offices in Canton, Massachusetts by
October 9, 2000 for inclusion in our proxy statement and form of proxy relating
to such meeting.
ACCOMPANYING INFORMATION
Accompanying this proxy statement is a copy of our annual report to
shareholders for our fiscal year ended September 30, 1999. Such annual report
includes our audited financial statements for the three fiscal years ended
September 30, 1999.
18
<PAGE> 21
ROBOTIC VISION SYSTEMS, INC.
5 Shawmut Road
Canton, Massachusetts 02021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Pat V. Costa and Howard Stern as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them, and each of them, to represent and vote, as designated on the
reverse side hereof, all the shares of Common Shares of Robotic Vision Systems,
Inc. (the "Company") held of record by the undersigned on February 18, 2000, at
the Annual Meeting of Stockholders to be held on March 23, 2000 or any
adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1, 2 and 3.
(To Be Signed on Reverse Side)
23
<PAGE> 22
1. Election of directors:
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
such nominee's name from the list at right)
<TABLE>
<CAPTION>
FOR all nominees WITHHOLD AUTHORITY NOMINEES:
<S> <C> <C>
Pat V. Costa
listed at right to vote for all F.A. DiPietro,
(except as marked nominees listed J.M. Haft, T. Kohn,
to the contrary at right D.J. Kramer, M.J.
at right) Lerner, H. Stern,
[ ] [ ] R.H. Walker
</TABLE>
2. To consider and vote upon a proposal to increase the number of shares
in the 1996 Stock Plan from 2,500,000 to 4,500,000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending September 30, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To transact such other business as may properly come before the
meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
-------------------------------------
Signature
-------------------------------------
Date:
-------------------------------------
Signature, if held jointly
NOTE: Please sign exactly as name appears hereon. 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 the President or
other authorized officer. If a partnership, please sign in partnership
name by an authorized person.
24
