<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 Pursuant to 240.14a-11(c) or
240.14a-12
DATARAM CORP.
(Name of Registrant as Specified In Its Charter)
--
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:
_______________________________________________________
<PAGE>
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>
DATARAM CORPORATION
A New Jersey Corporation
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on September 9, 1998
TO THE SHAREHOLDERS OF DATARAM CORPORATION:
The Annual Meeting of the Shareholders of DATARAM
CORPORATION (the "Company") will be held at the Company's
corporate headquarters at 186 Princeton-Hightstown Road, Windsor
Business Park, West Windsor, New Jersey, on Wednesday, September
9, 1998 at 2:00 p.m., for the following purposes:
(1) To elect five (5) directors of the Company to serve
until the next succeeding Annual Meeting of
Shareholders and until their successors have been
elected and have been qualified.
(2) To ratify the selection of KPMG Peat Marwick LLP as the
independent certified public accountants of the Company
for the fiscal year ending April 30, 1999.
(3) To transact such other business as may properly come
before the meeting or any adjournments.
Only shareholders of record at the close of business on the
24th day of July 1998 are entitled to notice of and to vote at
this meeting.
By order of the Board of Directors
Thomas J. Bitar, Secretary
August 3, 1998
The Company's 1998 Annual Report is Enclosed.
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
<PAGE> 1
[LOGO]
DATARAM CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 9, 1998
This Proxy Statement is furnished by DATARAM CORPORATION
(the "Company"), which has a mailing address for its principal
executive offices at P.O. Box 7528, Princeton, New Jersey 08543-
7528, in connection with the solicitation by the Board of
Directors of proxies to be voted at the Annual Meeting of
Shareholders of the Company to be held at the Company's corporate
headquarters at 186 Princeton-Hightstown Road, Windsor Business
Park, West Windsor, New Jersey on Wednesday, September 9, 1998 at
2:00 p.m. The close of business on July 24, 1998 has been fixed
as the record date for the determination of shareholders entitled
to notice of and to vote at the Annual Meeting and any
adjournments thereof. This Proxy Statement was mailed to
shareholders on or about August 3, 1998.
VOTING RIGHTS
On July 24, 1998, there were outstanding and entitled to
vote 2,781,405 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"). Holders of the Common
Stock are entitled to one vote, exercisable in person or by
proxy, for each share of Common Stock owned on the record date.
Shareholders may revoke executed proxies at any time before they
are voted by filing a written notice of revocation with the
secretary of the Company. Where a choice has been specified in
the proxy, the shares will be voted as directed.
With respect to each matter to be voted upon, a vote of a
majority of the number of shares voting is required for approval
or election. Abstentions will be counted as votes cast, but
proxies submitted by brokers with a "not voted" direction will
not be counted as votes cast with respect to each matter to be
voted upon where such instruction is given.
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth information concerning each
of the Company's executive officers:
Name Age Positions with the Company
____ ___ __________________________
Robert V. Tarantino 55 President, Chief Executive
Officer and Director
Jeffrey H. Duncan 48 Vice President - Manufacturing
and Engineering
Mark E. Maddocks 46 Vice President - Finance and
Chief Financial Officer
Hugh F. Tucker 45 Vice President - Sales
Robert V. Tarantino has been employed by the Company since
1970. He has served as President and Chief Executive Officer
since 1986.
<PAGE 2>
Jeffrey H. Duncan has been employed by the Company since
1974. In 1990, he became Vice President-Engineering. Since
1995, he served as Vice President - Manufacturing and
Engineering.
Mark E. Maddocks has been employed by the Company since
1978. He began as a staff accountant. In 1982, he was promoted
to the position of Data Processing Supervisor. In 1986 he became
Controller. Since 1996 he has served as Vice President - Finance
and Chief Financial Officer.
Hugh F. Tucker has been employed by the Company since 1983,
initially as Western Regional Sales Manager. In 1995 he became
Director of Sales and Marketing. Since 1996 he has served as
Vice President - Sales.
ELECTION OF DIRECTORS
Five (5) directors will be elected at the Annual Meeting of
Shareholders by the vote of a plurality of the shares of Common
Stock represented at such meeting. Unless otherwise indicated by
the shareholder, the accompanying proxy will be voted for the
election of the five (5) persons named under the heading
"Nominees for Directors." Although the Company knows of no
reason why any nominee could not serve as a director, if any
nominee shall be unable to serve, the accompanying proxy will be
voted for a substitute nominee.
NOMINEES FOR DIRECTORS
The term of office for each director will expire at the next
Annual Meeting of Shareholders and when the director's successor
shall have been elected and duly qualified. Each nominee is a
member of the present Board of Directors and has been elected by
shareholders at prior meetings.
Name of Nominee Age
_______________ ___
Robert V. Tarantino 55
Richard Holzman 64
Thomas A. Majewski 46
Bernard L. Riley 68
Roger C. Cady 60
Mr. Tarantino is an executive officer of the Company. Mr.
Tarantino has been a director since 1981.
Richard Holzman has been retired since August of 1995. From
January of 1994 until August of 1995, he had been Vice-President
of Optika Imaging Systems. Prior to that, and for more than five
years, he had served as President of Teamworks Technologies,
Inc., a software development company. Mr. Holzman has been a
Director since 1978.
Thomas A. Majewski has been a principal in Walden, Inc., a
computer consulting and technologies venture capital firm, since
1990. Prior to 1990, he had been Chief Financial Officer of
Custom Living Homes & Communities, Inc., a developer of
residential housing. Mr. Majewski has been a Director since
1990.
Bernard L. Riley retired as Executive Vice President and
Chief Financial Officer in December of 1995 but continued as an
employee of the Company handling special projects into the last
fiscal year. He had been employed by the Company since 1992.
His business career included thirty years with International
Paper with senior responsibilities in both finance and general
management before taking early retirement in 1985. At that time,
he was Vice President - Logistics. Thereafter, he served for
four years as Vice President, Finance and as a director of Emcore
Corporation, a semiconductor equipment manufacturer. During the
two years immediately prior to joining Dataram, he was a
management consultant. Mr. Riley has been a Director since
1995.
<PAGE 3>
Roger C. Cady is a founder and principal of Arcadia
Associates, a strategic consulting and mergers and acquisitions
advisory firm. Prior to that he was employed as Vice President
of Business Development for Dynatech Corporation, a diversified
communications equipment manufacturer. Before joining Dynatech
he was a strategic management consultant for eight years. His
business career has included 16 years in various engineering,
marketing and management responsibilities as a Vice President of
Digital Equipment Corporation, and President of two early stage
startup companies. Mr. Cady has been a Director since 1996.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of
Common Stock beneficially owned by certain owners known by the
Company to beneficially own in excess of 5% of the Common Stock,
each director of the Company, and all directors and executive
officers collectively, as of July 24, 1998. Unless otherwise
indicated, stock ownership includes sole voting power and sole
investment power. No other person or group is known to
beneficially own in excess of five percent (5%) of the Common
Stock.
Name of Director Amount and Percent
or Number of Nature of of
Persons in Group Beneficial Ownership Class(1)
___________________ ____________________ ________
Robert V. Tarantino 364,128(2) 12.6%
Richard Holzman 21,160(3) *
Thomas A. Majewski 10,500(3) *
Bernard L. Riley 15,000(3) *
Roger C. Cady 15,000(4) *
Directors and 573,527(5) 18.8%
executive officers
as a group (8 persons)
James R. Levitas 176,900 6.4%
________
(1) On July 24, 1998, 2,781,405 shares were outstanding.
(2) Of this amount, 5,700 shares are held by Mr. Tarantino's wife
and 100,000 shares may be acquired by the exercise of options
held. Mr. Tarantino's address is 186 Princeton Hightstown Road,
Windsor Business Park, West Windsor, New Jersey 08550.
(3) Of this amount, 7,500 shares may be acquired by the exercise
of options held.
(4) Of this amount, 15,000 shares may be acquired by the exercise
of options held.
(5) Of this amount, 232,000 shares may be acquired by the
exercise of options held by executive officers under the
Company's incentive and non-statutory stock option plan, and
37,500 shares may be acquired by exercise of options held by
outside directors.
(6) As reported in a filing with the Securities and Exchange
Commission on Schedule 13D on February 20, 1997 Mr. Levitas
owns 3,000 shares and has investment discretion over 173,900
shares held by LEVCO, Partners, and L.P. and in managed accounts
over which Mr. Levitas has investment discretion. Mr. Levitas
reports his address as being Levitas & Company, 230 Park Avenue,
Suite 1549, New York, New York 10169
* Less than 1%.
<PAGE> 4
<TABLE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid for the fiscal years ended April 30,
1996, 1997 and 1998 to the Company's Chief Executive Officer and the three executive officers.
Summary Compensation Table
Annual Compensation Long Term Compensation
___________________________ ______________________
Other
Name and Annual Stock Other
Principal Fiscal Compen- Options Compen-
Position(1) Year Salary Bonus sation Awarded sation(2)
___________ _____ _______ ______ ______ _______ _________
<S> <C> <C> <C> <C>
Robert V. Tarantino 1998 261,050 91,033 -- 100,000 15,105
President, Chief Executive 1997 249,050 180,000 -- -- 14,400
Officer, Director 1996 238,050 32,445 -- -- 11,423
Jeffrey H. Duncan 1998 164,925 53,938 -- 50,000 9,340
Vice President - Manu- 1997 154,050 58,000 -- 25,000 8,700
facturing and Engineering 1996 144,550 19,467 -- -- 9,275
Mark E. Maddocks 1998 159,550 52,423 -- 10,000 --
Vice President - Finance, 1997 149,050 56,000 -- 25,000 4,846
Chief Financial Officer 1996 121,323 14,093 -- 40,000 6,707
Hugh F. Tucker 1998 182,300 56,835 -- -- 10,385
Vice President - Sales 1997 174,050 82,000 -- 45,000 7,425
1996 175,550 -- -- 30,000 9,633
________
(1) No other executive officer had annual compensation in excess of $100,000 in fiscal 1998.
(2) Payments by the Company to a plan trustee under the Company's Savings and Investment
Retirement Plan, a 401(k) plan. The Company does not have a pension plan.
</TABLE>
<PAGE 5>
The following table provides information concerning options
granted to named executive officers in the fiscal year ended
April 30, 1998:
Option Grants in Fiscal 1998
Percent Exercise Expiration
Name Number of Total Price($) Date 5%(1) 10%(1)
Robert V. Tarantino 100,000 43% 8.44 11/19/07 432,452 1,106,056
Mark E. Maddocks 10,000 4% 8.44 11/19/07 43,645 110,606
Jeffrey H. Duncan 50,000 22% 8.44 11/19/07 216,222 553,028
Hugh F. Tucker -- -- -- -- -- --
__________________
(1) Potential realizable value at assumed annual rates of stock price
appreciation for option term.
The following table provides information concerning option
exercises by named executive officers during the fiscal year
ended April 30, 1998 and the number and value of the named
executive officers' unexercised options at fiscal year ended
April 30, 1998:
<TABLE>
Option Exercises and Values at April 30, 1998
Value of
Unexercised
Number of In-the-Money
Options at Options at
April 30, 1998 April 30, 1998
______________ ______________
Shares acquired Value Exercisable/ Exercisable/
Name on exercise Received Unexercisable Unexercisable ($)
____ ___________ _________ _____________ _________________
<S> <C> <C> <C> <C>
Robert V. Tarantino -- -- 100,000 481,250
100,000 350,000
Mark E. Maddocks -- -- 39,000 202,625
46,000 238,000
Jeffrey H. Duncan -- -- 21,000 265,625
70,000 275,000
Hugh F. Tucker -- -- 21,000 126,500
54,000 302,625
</TABLE>
<PAGE 6>
PERFORMANCE GRAPH
COMPARISON OF THE FIVE-YEAR CUMULATIVE TOTAL RETURN*
AMONG DATARAM CORPORATION, THE S&P 500 INDEX AND A PEER GROUP
[The chart is a three-line graph of dollars versus dates having
the following data points:
4/93 4/94 4/95 4/96 4/97 4/98
____ ____ ____ ____ ____ ____
Dataram 100 55 54 65 96 131
Peer Group** 100 167 170 278 391 537
S&P 500 100 105 124 161 202 284]
* $100 invested on 4/30/93 in stock or index including
reinvestment of dividends, fiscal year ending April 30.
Standard Industrial Code Peer Group includes the following
companies: Access Solutions Intl., Inc.; Andataco, Inc.; ATL
Products, Inc.; Cerion Technologies, Inc.; Dataram Corp.; Disc,
Inc.; Drexler Technology Corp.; EMC Corp.; Exabyte Corp.; HMT
Technology Corp.; Intevac, Inc.; Iomega Corp.; MTI Technology
Corp.; Overland Data, Inc.; Pinnacle Micro Inc.; Procom
Technology, Inc.; Quantum Corp.; Sandisk Corp.; Seagate
Technology; Smart Modular Corporation; Storage Technology Corp.;
and Western Digital Corp.
<PAGE 7>
Employment Agreement. As of May 1, 1997, Robert V. Tarantino
entered into an Employment Agreement with the Company. The
Employment Agreement is scheduled to expire on April 30, 2002.
If not terminated at that time it continues on a year to year
basis until terminated by one of the parties. It provides for a
current base compensation of $265,000 subject to annual review by
the Board of Directors. In addition Mr. Tarantino will receive a
bonus based upon a formula which shall be reviewed and approved
annually by the Board of Directors (See "Report of the
Compensation and Stock Option Committee of the Board of Directors
on Executive Compensation-Bonuses). The Employment Agreement may
be terminated by the Company for cause and expires upon the
death, or six months after the onset of the disability, of the
executive. In the event of termination within a year of a change
of control, Mr. Tarantino is entitled to damages for the breach
of the Employment Agreement or, if greater, one year's base
salary plus three months additional salary at the then current
rate for each year of the Agreement in which the pre-tax
operating profits shall have exceeded 110% of the greater of the
prior year's actual pre-tax operating profit or a minimum base
pre-tax operating profit. The Employment Agreement contains
terms concerning confidentiality, assignment and disclosure of
inventions and post-employment restrictions on competition.
Compensation Committee Interlocks and Insider Participation. The
Securities and Exchange Commission rules regarding disclosure of
executive compensation require proxy statement disclosure of
specified information regarding certain relationships of members
of the Company's Board of Directors with the Company or certain
other entities. None of the members of the Corporation's Board
of Directors has a relationship requiring such disclosure.
REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company's compensation policies applicable to its
executive officers are administered by the Compensation and Stock
Option Committee (the "Committee") of the Board of Directors.
All members of the Committee are non-employee directors. These
policies are designed to enhance the overall strength and
financial performance of the Company by aligning the financial
interests of the Company's executive officers with those of its
stockholders.
The three primary components of executive compensation are
base salaries, bonuses and stock option grants. The Committee
determines the base salary, bonus amount and stock option grants
for the President and Chief Executive Officer. The Committee
reviews and gives final approval to the President and Chief
Executive Officer's recommendations for base salaries, bonus and
stock option grants for all other executives.
Base Salary
The Committee considered the financial performance of the
Company, reviewed a survey of executive salaries for computer and
computer products companies (compiled by the American Electronics
Association) and determined the base salary for the President and
Chief Executive Officer, Robert V. Tarantino.
Base salaries for other executive officers for the fiscal
year ended April 30, 1998 were determined by the President and
Chief Executive Officer.
Bonuses
The Committee reviewed and gave final approval for a bonus
plan for the President and Chief Executive Officer and for other
executive officers. This bonus plan, similar to plans adopted in
prior years, is based on a distribution of a percentage
(approximately 6% this year) of pre-tax operating profits based
on meeting or exceeding stated objectives.
Stock Option Plan
The value to each executive officer of stock option grants
is tied directly to stock price performance. The Committee
grants options under the stockholder approved option plan at an
exercise price equal to the market price of the Common Stock at
the date of grant. If there is no appreciation in the market
price for the Company's Common Stock, the options are valueless.
<PAGE 8>
Grants are made to executive officers based on salary,
responsibility and performance of the individual officer. The
Committee believes that options are important to better align the
financial interests of executive officers with those of
shareholders in general. Each option granted was a ten-year
option with a deferred vesting provision of five years.
Compensation and Stock Option Committee
Richard Holzman
Thomas A. Majewski
Roger C. Cady
Bernard L. Riley
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has selected KPMG Peat Marwick LLP as
the independent certified public accountants to the Company for
the fiscal year ending April 30, 1999. The holders of Common
Stock are asked to ratify this selection. KPMG Peat Marwick LLP
has served the Company in this capacity since the Company's
incorporation. If the shareholders fail to ratify the Board's
selection of KPMG Peat Marwick LLP, the Board will reconsider its
action in light of the shareholder vote.
The Company has been informed that neither KPMG Peat Marwick
LLP, nor any of its partners, has any direct financial interest
or any material indirect financial interest in the Company or any
of its subsidiaries, nor has any of its partners acted in the
capacity of promoter, underwriter, voting trustee, director,
officer or employee of the Company.
The Company has been advised by KPMG Peat Marwick LLP that
representatives of that firm are expected to be present at the
Annual Meeting of Shareholders. These representatives will have
the opportunity to make a statement, if they so desire, and will
also be available to respond to appropriate questions from
shareholders.
OTHER MATTERS
Should any other matter or business be brought before the
meeting, a vote may be cast pursuant to the accompanying proxy in
accordance with the judgment of the proxy holder. The Company
does not know of any such other matter or business.
PROPOSALS OF SECURITY HOLDERS AT 1999 ANNUAL MEETING
Any shareholder wishing to present a proposal which is
intended to be presented at the 1999 Annual Meeting of
Shareholders should submit such proposal to the Company at its
principal executive offices no later than April 2, 1999. It is
suggested that any proposals be sent by certified mail, return
receipt requested.
BOARD OF DIRECTORS
The Board of Directors of the Company met five times during
the last fiscal year. The Board of Directors has a standing
Audit Committee whose members are Richard Holzman, Thomas A.
Majewski, Bernard L. Riley and Roger C. Cady. This Committee met
once during the last fiscal year. The principal functions of the
Audit Committee are evaluation of work of the auditors, review of
the accounting principles used in preparing the annual financial
statements and review of internal control procedures. The Board
of Directors has a standing Compensation and Stock Option
Committee whose members are Richard Holzman, Thomas A. Majewski,
Roger C. Cady and Bernard L. Riley. This Committee met twice
during the past fiscal year. The principal functions of the
Compensation and Stock Option Committee are to recommend to the
Board of Directors the compensation of directors and the Chief
Executive Officer and to establish and administer various
compensation plans, including stock option plans. The Board of
Directors has a standing Nominating Committee whose members are
Richard Holzman, Thomas A. Majewski, Roger C. Cady and Bernard L.
Riley. This Committee met once during the past
<PAGE 9>
fiscal year. The principal function of this Committee is the
recommendation to the Board of Directors of new members of the
Board of Directors. This Committee will consider nominees for
the Board of Directors recommended by shareholders. Shareholders
desiring to make such recommendations should write directly to
the Committee at the Company's executive offices at P.O.
Box 7528, Princeton, New Jersey 08543-7528.
Directors who are not employees of the Company receive a
quarterly payment of $5,000. Mr. Riley was employed as an
assistant to the President in connection with which during the
past fiscal year he was paid $21,040 and a director's fee of
$10,000. During fiscal 1998 Mr. Holzman, Mr. Riley and Mr.
Majewski each received five year options to purchase 30,000
shares of the Common Stock of the Company at $8.44, the fair
market value of the Common Stock at the date of grant. Upon his
election to the Board in 1996, Mr. Cady received options to
purchase 30,000 shares of the common stock of the Company at
$6.94 per share, the fair market price at the date of grant.
Of all of these options, 25% were first exercisable on the date
of grant and 25% more are first exercisable on each succeeding
anniversary date until the option is fully exercisable.
SECTION 16(a) COMPLIANCE
The Securities and Exchange Commission requires that the
Company report to shareholders the compliance of directors,
executive officers and 10% beneficial owners with Section 16(a)
of the Securities Exchange Act of 1934, as amended. This
provision requires that such persons report on a monthly basis
most acquisitions or dispositions of the Company's securities.
Based upon information submitted to the Company, all directors,
executive officers and 10% beneficial owners have fully complied
with such requirements during the past fiscal year except that
Mr. Cady was two months late in filing a report on Form 5 to
disclose a previously granted stock option.
MISCELLANEOUS
The accompanying proxy is being solicited on behalf of the
Board of Directors of the Company. The expense of preparing,
printing and mailing the form of proxy, including broker
solicitation fees and accountants' and attorneys' fees in
connection therewith, will be borne by the Company. The amount
is expected to be the amount normally expended for a solicitation
for an election of directors in the absence of a contest and
costs represented by salaries and wages of regular employees and
officers. Solicitation of proxies will be made by mail, but
regular employees may solicit proxies by telephone or otherwise.
Please date, sign and return the accompanying proxy at your
earliest convenience. No postage is required for mailing in the
United States.
Financial information concerning the Company is set forth in
the Company's 1998 Annual Report to Security Holders, which is
enclosed.
By Order of the Board of Directors
THOMAS J. BITAR,
Secretary
ANNUAL REPORT ON FORM 10-K
Upon the written request of a shareholder, the Company will
provide, without charge, a copy of its Annual Report on Form 10-K
for the year ended April 30, 1998, including the financial
statements and schedules but without exhibits, as filed with the
Securities and Exchange Commission. The Company will furnish any
exhibit to the Annual Report on Form 10-K to any shareholder upon
request and upon payment of a fee equal to the Company's
reasonable expenses in furnishing such exhibit. All requests for
the Annual Report on Form 10-K or its exhibits should be
addressed to Vice President - Finance, Dataram Corporation, P.O.
Box 7528, Princeton, New Jersey 08543-7528.
<PAGE>
DATARAM CORPORATION
P.O. Box 7528, Princeton, New Jersey 08543-7528
PROXY SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS
The undersigned hereby appoints and constitutes Robert V.
Tarantino and Thomas J. Bitar, and each of them, attorneys and
proxies for the undersigned, with full power of substitution to
vote as if the undersigned were personally present at the Annual
Meeting of the Shareholders of Dataram Corporation (the
"Company") to be held at the Company's corporate headquarters at
186 Princeton-Hightstown Road, Windsor Business Park, West
Windsor, New Jersey, on Wednesday, September 9, 1998 at 2 o'clock
in the afternoon and at all adjournments thereof, the shares of
stock of said Company registered in the name of the undersigned.
The undersigned instructs all such proxies to vote such shares
as follows upon the following matters, which are described more
fully in the accompanying proxy statement:
I authorize and instruct my Proxy to:
1. ____ VOTE FOR all nominees for the Company's Board of
Directors listed below; except that I WITHHOLD AUTHORITY for the
following nominees (if any)
Richard Holzman Robert V. Tarantino
Thomas A. Majewski Bernard L. Riley Roger C. Cady
VOTE WITHHELD from all nominees.
2. ____ VOTE FOR ____ AGAINST ____ ABSTAIN approval of
KPMG Peat Marwick, LLP to be the independent auditors of the
Company for the fiscal year ending April 30, 1999.
(Continued, and to be signed, on the other side)
<PAGE>
(See other side)
3. In their discretion, to vote upon such other business as may
properly come before the meeting and all adjournments thereof.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned stockholder. If no direction
is made, this proxy will be voted for Proposals 1 and 2.
Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate
name by
President or other authorized officer.
If a partnership, please sign in
partnership name by authorized person.
Signature
Signature if held jointly
Dated 1998
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
