<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
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 the Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
NBI, 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 Exchanged 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 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 the registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement number:
(3) Filing party:
(4) Date filed:
<PAGE> 2
NBI, INC.
----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 14, 2000
----------
The Annual Meeting of Stockholders of NBI, Inc., a Delaware corporation
(the "Company" or "NBI"), will be held on Thursday, December 14, 2000, at 4:30
p.m., Eastern Time, at the Belle Vernon Holiday Inn, I-70 and Highway 51, Belle
Vernon, Pennsylvania, for the following purposes:
1. To elect two directors to the Company's Board of Directors.
2. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
All stockholders are cordially invited to attend the meeting, although only
stockholders of record at the close of business on October 24, 2000 will be
entitled to notice of and to vote at the meeting. The minutes of the last Annual
Stockholders' Meeting and the stockholders' list of their share eligibility to
vote at the 2000 Annual Meeting will be open to inspection by the stockholders
at the Company's principal office, 850 23rd Ave., Suite D, Longmont, Colorado
80501, for a period of ten (10) days prior to the annual meeting.
Shares can only be voted at the meeting if the holder is present or
represented by proxy. If you do not expect to attend the meeting, you are urged
to date and sign the enclosed proxy and return it in the accompanying envelope
promptly so that your shares may be voted in accordance with your wishes and the
presence of a quorum may be assured. The prompt return of your signed proxy,
regardless of the number of shares you hold, will aid the Company in reducing
the expense of additional proxy solicitation. The giving of such proxy does not
affect your right to vote in person in the event you attend the meeting.
By Order of the Board of Directors
Marjorie A. Cogan
Secretary
Longmont, Colorado
November 10, 2000
--------------------------------------------------------------------------------
YOUR PROXY
PLEASE SIGN AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED POSTPAID ENVELOPE.
SHOULD YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH YOU HAVE GIVEN
A PROXY. THE PROMPT RETURN OF YOUR PROXY WILL BE OF GREAT HELP IN PREPARATION
FOR THE MEETING.
--------------------------------------------------------------------------------
<PAGE> 3
NBI, INC.
850 23RD AVE., SUITE D
LONGMONT, COLORADO 80501
----------
PROXY STATEMENT
----------
SOLICITATION, EXERCISE AND REVOCABILITY OF PROXY
The enclosed proxy is solicited by the Board of Directors of NBI, Inc. for
use at the Annual Meeting of Stockholders to be held on Thursday, December 14,
2000, or at any adjournment or postponement thereof. The meeting will be held at
4:30 p.m., Eastern Time, at the Belle Vernon Holiday Inn, I-70 and Highway 51,
Belle Vernon, Pennsylvania. It is anticipated that this proxy statement and the
accompanying form of proxy will first be mailed to the stockholders of the
Company on or about November 10, 2000. The Company's principal executive offices
are located at 850 23rd Avenue, Suite D, Longmont, Colorado 80501, and its
telephone number at those offices is (303) 684-2700.
A proxy is revocable at any time, before it is voted, by written notice to
the Company, grant of a subsequent proxy, or voting at the meeting in person.
Unless contrary instructions are indicated on the proxy, all shares represented
by valid proxies received pursuant to this solicitation (and not properly
revoked before they are voted) will be voted for the election of the two
nominees to the Board of Directors named elsewhere herein and to transact such
other business as may come before the meeting. In the event a stockholder
specifies a different choice on his proxy, his shares will be voted in
accordance with the specifications so made. Abstentions and broker non-votes are
counted toward a quorum. Abstentions are counted in the tabulations of the votes
cast, but broker non-votes on any proposal are not considered to be represented
at the meeting, as to such proposal, and, therefore, are not counted for
purposes of determining whether a proposal has been approved.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Company.
VOTING
Only stockholders of record at the close of business on October 24, 2000,
will be entitled to vote at the meeting. On that date there were 8,103,320
shares of the Company's common stock issued and outstanding, entitled to one
vote per share. Stockholders are not entitled to cumulate their votes in the
election of directors, which means that the holders of more than half the shares
voting for the election of directors can elect all the directors if they choose
to do so. On all matters, unless otherwise noted, a favorable vote consists of a
simple majority of the votes represented at a meeting at which a quorum is
present. The Company believes that as of October 24, 2000, the approximate
number of stockholders of record of its common stock was 1,220. This includes
shares held in nominee or "street" accounts.
The Board of Directors knows of only five stockholders owning more than
five percent of the outstanding voting securities of the Company: (i) Jay H.
Lustig, the Chairman of the Board and Chief Executive Officer of the Company,
(ii) Hakatak Enterprises, Inc., (iii) Harry J. and Patricia S. Brown, (iv)
Transamerica Occidental Life Insurance Company and (v) Howard W. Cable, Jr. See
"Beneficial Ownership of Common Stock."
ELECTION OF DIRECTORS
At the time of the annual meeting, the Board of Directors will consist of
two incumbent members who are seeking to be elected at the meeting to hold
office until the next meeting of stockholders and until their successors are
elected and qualified. Although the Bylaws specify that the Board of Directors
shall consist of three directors, there is one vacancy on the Board, and it is
not presently contemplated that such vacancy will be filled.
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<PAGE> 4
INFORMATION CONCERNING DIRECTORS
Jay H. Lustig and Martin J. Noonan, both incumbent directors, have been
nominated by the Board of Directors for election. Both nominees have informed
the Company that they are willing to serve, if elected, and management has no
reason to believe that either nominee will be unavailable. In the event a
nominee for director should become unavailable for election, the persons named
in the proxy will vote for the election of any other person who may be
recommended and nominated by the Board for the office of director. Information
regarding nominees and directors is set forth below.
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
Name Age Principal Occupation Director Since
---- --- -------------------- --------------
<S> <C> <C> <C>
Jay H. Lustig 45 President, J.H.L. Holdings and Equibond, Inc. February 1992
Martin J. Noonan 48 Managing Director of NBI, Inc. April 1994
</TABLE>
JAY H. LUSTIG has been Chairman of the Board since February 1992 and Chief
Executive Officer since September 1992. Mr. Lustig has also been President of
J.H.L. Holdings, Inc., an investment management firm, since 1989, and President
of Equibond, Inc., a securities broker-dealer and member of the National
Association of Securities Dealers, Inc., since 1995. In addition, he is Chairman
of the Board of National Bancshares Corporation of Texas, a four-bank holding
company headquartered in San Antonio, Texas.
MARTIN J. NOONAN, Director, has been with the Company for fourteen years
and has been Managing Director of NBI, Inc. since June 1993 with the
responsibility for managing the day-to-day activities within the Company. He has
also been President of L.E. Smith Glass Company, a wholly-owned subsidiary of
NBI, since October 1997. In addition, he was General Manager of the systems
integration operation from June 1992 to June 1994 and Director of Marketing from
September 1986 to June 1992. Mr. Noonan is also a licensed stock broker for
Equibond, Inc.
COMMITTEES, ATTENDANCE, NOMINATIONS
The Company has standing audit, compensation and nominating committees,
each of which consists of Mr. Lustig and Mr. Noonan. The nominating committee is
responsible for the nomination of persons whose names shall appear on the ballot
for election of directors. The audit committee recommends engagement of the
Company's independent accountants, approves services performed by such
accountants, and reviews and evaluates the Company's accounting system of
internal controls. The compensation committee approves salaries and other
compensation arrangements for the officers of the Company; however, Mr. Lustig
does not vote on matters relating to his compensation. These committees did not
meet during fiscal year 2000; however, these issues were discussed at regular
board meetings.
The Company's Board of Directors met six times during fiscal year 2000.
Both directors participated by personally or telephonically attending, during
fiscal year 2000, all Board of Directors meetings.
EXECUTIVE OFFICERS
JAY H. LUSTIG (a "Named Executive Officer") is the Chairman of the Board
and Chief Executive Officer of the Company. He has been on the Board since
February 1992. Mr. Lustig has been Chief Executive Officer since September 25,
1992, but received no compensation for performing the functions of the chief
executive officer until October 1, 1993, the effective date of his employment
agreement with the Company.
MARTIN J. NOONAN (a "Named Executive Officer") has been with the Company
for fourteen years and has been Managing Director of NBI, Inc. since June 1993
with the responsibility for managing the day-to-day activities within the
Company. He has also been President of L.E. Smith Glass Company, a wholly-owned
subsidiary of NBI, since October 1997. In addition, he was General Manager of
the systems integration operation from June 1992 to June 1994, and Director of
Marketing from September 1986 to June 1992. He has been on the Board of
Directors since April 1994. Mr. Noonan is also a licensed stock broker for
Equibond, Inc.
MARJORIE A. COGAN has been Chief Financial Officer of the Company since
October 1997, with responsibility for managing the accounting and finance
functions of the Company. She has also been Secretary of the Company since
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<PAGE> 5
May 1993 and was previously Corporate Controller of the Company from May 1993
until October 1997. Ms. Cogan has been with NBI for thirteen years; prior to
joining NBI, Ms. Cogan was an auditor with a Denver-based CPA firm for four
years. Ms. Cogan graduated from Regis University summa cum laude with a
bachelor's degree in accounting and business administration and obtained her CPA
license in 1983.
The Company has no other executive officers as defined under the Securities
Exchange Act of 1934.
EXECUTIVE COMPENSATION
Following is information regarding the compensation of the Company's CEO
and Managing Director (the "Named Executive Officers"). The Company has no other
executive officers whose total annual compensation exceeded $100,000.
The following summary compensation table contains information regarding the
compensation of the Named Executive Officers for services rendered in all
capacities during fiscal years 2000, 1999 and 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
==============================================================================================================
Annual Compensation Long Term Compensation
--------------------------------------------------------------------------------------------------------------
Restricted
Other Annual Stock Securities All Other
Name and Principal Fiscal Salary Bonus Compensation Award(s) Underlying Compensation
Position Year ($) ($) ($) ($) Options (#) ($)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jay H. Lustig, 2000 $60,000 -- $ 10,275(1) -- -- --
Chief Executive 1999 $60,000 -- $ 6,475(2) -- -- --
Officer 1998 $60,000 -- $ 6,475(2) -- 400,000(3) --
Martin J. Noonan, 2000 $90,000 $10,000 $ 1,050(4) -- -- --
Managing 1999 $90,000 $15,000 -- -- -- --
Director 1998 $90,000 -- -- -- 100,500(5) --
==============================================================================================================
<FN>
(1) Amount includes $7,875 for the value of personal use of company vehicle and
$2,400 of company contributions to Mr. Lustig's 401(k).
(2) Value of personal use of company vehicle.
(3) During fiscal 1998, the expiration date of these options was extended to
October 1, 2003, with no change in the exercise price or other terms of the
options. These options were originally granted under the terms of his
employment agreement, and were scheduled to expire on October 1, 1998.
(4) Amount consists of company contributions to Mr. Noonan's 401(k).
(5) During fiscal 1998, the expiration date of these options was extended to
August 27, 2002, with no change in the exercise price or other terms of the
options. These options were originally granted under the Company's employee
stock option plan and were scheduled to expire on August 27, 1997.
</FN>
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
No options were granted to the Named Executive Officers during the fiscal
year ended June 30, 2000.
The following table shows that the Named Executive Officers did not
exercise any stock options during the fiscal year ended June 30, 2000 and states
the number of shares covered by both exercisable and non-exercisable stock
options
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as of June 30, 2000. Also reported are the values for "in-the-money" options
which represent the positive spread between the exercise price of any such
existing stock options and the year-end price of Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
====================================================================================================================
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired on Value Options at FY-End (#) In-the-Money Options at FY-End
Name Exercise (#) Realized($) Exercisable/Unexercisable ($) Exercisable/Unexercisable
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Jay H. Lustig -- -- 400,000(1) 0 N/A (2) N/A
Martin J. Noonan -- -- 100,500(3) 0 $30,904 (4) $0
====================================================================================================================
<FN>
(1) Includes 400,000 shares underlying options issued during fiscal 1994 in
conjunction with this Named Executive Officer's employment agreement.
During fiscal 1998, the expiration date of these options was extended to
October 1, 2003. Amount excludes 1,750,000 warrants acquired by the CEO
through financial transactions unrelated to services rendered.
(2) The closing stock price as of June 30, 2000 exceeded the exercise price of
Mr. Lustig's outstanding options.
(3) Consists of 100,500 shares issuable upon exercise of options. During fiscal
1998, the expiration date of these options was extended to August 27, 2002.
(4) Based on the closing stock price as of June 30, 2000 of the underlying
shares of common stock of $.6875 per share, less the per share exercise
price of $.38 for Mr. Noonan.
</FN>
</TABLE>
DIRECTOR COMPENSATION
Directors who are not employees of the Company receive a fee of $1,000 per
regular meeting, $500 per telephonic meeting, $500 per committee meeting (except
when attended in conjunction with a Board meeting) and reimbursement of expenses
incurred in attending meetings. No directors' fees were incurred during fiscal
2000, as all directors were also employees of the Company.
EMPLOYMENT AND SEVERANCE AGREEMENTS
The Company entered into an employment agreement effective October 1, 1993,
with Jay H. Lustig (the "CEO Agreement"). Pursuant to the terms of the CEO
Agreement, Mr. Lustig became an employee and Chief Executive Officer of the
Company as of October 1, 1993. Under the terms of this agreement, the Company
pays Mr. Lustig an annual salary of $60,000.
Mr. Lustig's position as CEO of the Company is a part-time position to
which he is required to dedicate no less than one-third of normal executive
business hours. In addition to Mr. Lustig's salary, the CEO Agreement provides
that the Company will pay Mr. Lustig an annual bonus of 10% of the Company's
pre-tax profits, if any, derived from all sources, but only to the extent such
10% figure exceeds Mr. Lustig's base salary. Mr. Lustig remains eligible for
such bonus for twelve months after his termination from the position of CEO. The
Company accrued a $23,000 bonus for fiscal year 1997 under the terms of this
agreement and paid such bonus during fiscal 2000. The Company has accrued but
not paid a $6,000 bonus for fiscal 2000. No other amounts have been paid or
accrued under the terms of this agreement, since its inception.
In addition to the salary and bonus described above, the CEO Agreement
required that Mr. Lustig be granted a non-qualified stock option to purchase
400,000 shares of the Company's common stock at an exercise price of $.77 per
share. Such price was approximately 400% of certain historic trading levels of
the Company's common stock. This option was effective as of October 1, 1993, was
fully vested as of October 1, 1997 and is still outstanding. On January 13,
1998, the Company extended the expiration date of this option to October 1,
2003.
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<PAGE> 7
The CEO Agreement runs for one year terms which automatically renew on July
1, unless terminated in writing by a majority of the Board of Directors prior to
such renewal date. As there was no action to terminate the CEO Agreement, it
automatically renewed for an additional one year term on July 1, 2000.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock, as of September 30, 2000 by (i)
persons, including groups, known to the Company to own beneficially more than
five percent (5%) of the outstanding common stock of the Company, (ii) each
director and nominee for director, (iii) each Named Officer and (iv) all
executive officers and directors as a group. A person is deemed to be a
beneficial owner of common stock that can be acquired by such person within 60
days from September 30, 2000, upon the exercise of warrants or options.
<TABLE>
<CAPTION>
Amount and
Nature of Total as
Name and Address of Beneficial Percent
Beneficial Owner Ownership of Class
---------------- --------- --------
<S> <C> <C>
Jay H. Lustig 2,789,565(1) 27.21%
P.O. Box 505
Belle Vernon, PA 15012
Martin J. Noonan 100,500(2) 1.23%
1900 Liberty St.
Mt. Pleasant, PA 15666
Hakatak Enterprises, Inc. 928,645 11.46%
PO Box 1623
Pacific Palisades, CA 90272
Harry J. and Patricia S. Brown 961,000 11.86%
16079 Mesquite Circle
Fountain Valley, CA 92708
Transamerica Occidental Life
Insurance Co. 445,026 5.49%
1150 Olive Street
Los Angeles, CA 90015
Howard W. Cable, Jr. 415,088 5.12%
P.O. Box 711
Bokeelia, FL 33922
All Executive Officers and Directors 2,990,565(3) 28.61%
as a Group (3 persons)
<FN>
(1) Includes 400,000 shares issuable upon exercise of options and 1,750,000
shares issuable upon exercise of warrants. Also includes 100,000 shares
owned by an investment partnership in which he has an ownership interest
and as to which he has sole voting and investment power.
(2) Consists of 100,500 shares issuable upon exercise of options.
(3) Includes 601,000 shares issuable upon exercise of options and 1,750,000
shares issuable upon exercise of warrants.
</FN>
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 ("Exchange Act")
requires the Company's officers and directors, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers,
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<PAGE> 8
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
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, the Company believes all forms required by Section 16(a)
during the fiscal year ended June 30, 2000 were timely filed except for various
transactions by Mr. Lustig that he has not yet reported.
RELATED PARTY TRANSACTIONS
In February 1995, the Company entered into an agreement to acquire 80% of
the outstanding stock of Krazy Colors, Inc., a small children's paint
manufacturing company, effective as of January 1, 1995. Prior to this agreement
the Company's Chief Executive Officer (CEO), Jay H. Lustig, owned 55% of the
outstanding stock of the manufacturer. Under the purchase agreement, the Company
paid $288,000 in cash for the stock, including $158,000 paid to NBI's CEO. In
addition, the sellers are eligible to receive continuing annual royalty payments
equal to a specified percentage of annual gross margin. No royalties were
incurred by the Company during the fiscal years ended June 30, 2000 and 1999 and
no royalties are expected to be earned in the future due to the Company's
discontinuance of this operation in fiscal 1999. In conjunction with the
purchase agreement, the sellers were issued warrants to purchase a total of 1.7
million shares of NBI's common stock, including warrants to purchase 935,000
shares issued to the Company's CEO, at a price of $.89 per share. These warrants
are exercisable through December 31, 2002.
During fiscal 2000 and 1999, the Company utilized Equibond, Inc., a
securities broker-dealer, which is 100% owned by its CEO, to execute certain
transactions on its behalf. However, NBI uses another unrelated company to act
as custodian and clearing firm for its investment assets. Gross revenues earned
by Equibond related to investment transactions by NBI in fiscal 2000 and 1999,
totaled $6,000 and $10,000, respectively, on purchase and sale transactions
totaling $16,204,000 and $19,216,000, respectively, before fees.
During fiscal 1998, the Company borrowed a total of $100,000 from its Chief
Executive Officer for working capital needs. The borrowings were subject to the
terms of a revolving line of credit note which provided for interest to be paid
at the rate of ten percent per annum. In December, 1999, the Company paid Mr.
Lustig approximately $148,000 consisting of repayment of the revolving line of
credit balance of $100,000, cumulative accrued interest thereon of $25,000 and
an accrued bonus from fiscal 1997 of $23,000.
Prior to NBI's 1999 Annual Meeting of Stockholders, the Company received a
fairness opinion regarding its proposed sale of the majority of assets of
Willowbrook Properties, Inc. and all of the capital stock of NBI Properties,
Inc. to entities which are 100% owned and controlled by it CEO. The fairness
opinion concluded that the transaction was fair from a financial point of view.
The terms and conditions of the proposed transaction were approved at NBI's
Annual Meeting of Stockholders on December 16, 1999.
On December 17, 1999, the Company closed on the sale of a majority of the
assets of a wholly-owned subsidiary, Willowbrook Properties, to an entity which
is 100% owned and controlled by NBI's CEO. The Company has accounted for the
sale in accordance with Statement of Financial Accounting Standards ("SFAS") No.
66, "Accounting for Sales of Real Estate." The terms of the sale do not meet the
requirements of SFAS No. 66 for recognition of gain until the purchase price is
paid in full in cash. Consequently, the Company recorded a deferred gain on the
sale of $881,000 during fiscal 2000, which is net of selling expenses of
approximately $48,000 and net of approximately $40,000 of related income taxes.
The sale consisted of land and construction-in-progress and was for a net
purchase price of $3.3 million. The purchase price was net of construction costs
which were previously funded by advances from Mr. Lustig. Concurrently with the
closing of the Willowbrook Properties sale transaction, such amounts were deemed
to be expenses of the buyer. The purchase price was paid by $600,000 in cash and
a note payable in the amount of $2.7 million. Accrued interest receivable on
this note totaled $173,000 as of September 30, 2000.
Mr. Lustig has proposed to purchase all of the capital stock of NBI
Properties for $1,400,000 in cash and a note payable of $1.1 million. On
February 18, 2000, Mr. Lustig paid the Company a deposit of $500,000 related to
this proposed purchase. Mr. Lustig is currently working on obtaining the funds
to enable him to close on this transaction.
The Company believes that these transactions were in its best interests,
were on terms no less favorable to the Company than could be obtained from
unaffiliated third parties and were in connection with bona fide business
purposes
7
<PAGE> 9
of the Company. As a matter of policy, any future transactions between the
Company and any of its executive officers, directors or principal stockholders
will be subject to these same standards and will be approved by a majority of
the disinterested members of the Board of Directors.
PROPOSALS FOR VOTING
PROPOSAL 1: ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RE-ELECTION OF THE TWO INCUMBENT DIRECTORS AS DISCUSSED UNDER "ELECTION OF
DIRECTORS."
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
presented at the annual meeting other than as described above. However, if any
other matters properly come before the meeting, it is intended that any shares
voted by proxy will be voted in the discretion of the Board of Directors.
STOCKHOLDER PROPOSALS
In accordance with the rules of the Securities and Exchange Commission
("SEC"), any proposal of a stockholder intended to be presented at the Company's
2001 Annual Meeting of Stockholders must be received by the Company, to the
attention of the Secretary, 850 23rd Avenue, Suite D, Longmont, Colorado 80501,
by July 9, 2001, in the form and subject to the other requirements of the
applicable rules of the SEC, in order for the proposal to be considered for
inclusion in the Company's notice of meeting, proxy statement and proxy relating
to the 2001 Annual Meeting. The Company's management proxies may exercise their
discretionary voting authority, without any discussion of the proposal in the
Company's proxy materials, for any proposal which is received by the Company
after August 31, 2001.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
BDO Seidman, LLP have been the independent auditors for the Company since
August 17, 1995 and will serve in that capacity for the 2001 fiscal year. A
representative of BDO Seidman, LLP will not be present at the 2000 Annual
Meeting and, therefore, will neither have the opportunity to make a statement
nor be available to answer questions.
ANNUAL REPORT, FINANCIAL STATEMENTS, AND OTHER
A copy of the Company's 2000 Annual Report on Form 10-KSB, including
financial statements for years ended June 30, 2000 and 1999, is being mailed to
all stockholders herewith.
By order of the Board of Directors
Marjorie A. Cogan
Secretary
Dated: November 10, 2000
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<PAGE> 10
APPENDIX TO PROXY STATEMENT
FORM OF PROXY
PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF NBI, INC.
FOR ANNUAL MEETING ON DECEMBER 14, 2000
THE UNDERSIGNED HEREBY APPOINTS MARJORIE A. COGAN AND MARTIN J. NOONAN, OR
EITHER OF THEM, ATTORNEYS AND PROXIES FOR THE UNDERSIGNED, WITH FULL POWER OF
SUBSTITUTION, TO VOTE ALL SHARES OF CAPITAL STOCK OF NBI, INC. (THE "COMPANY")
HELD OF RECORD BY THE UNDERSIGNED ON OCTOBER 24, 2000, AT THE ANNUAL MEETING OF
STOCKHOLDERS OF NBI, INC., TO BE HELD AT THE BELLE VERNON HOLIDAY INN, I-70 AND
HIGHWAY 51, BELLE VERNON, PENNSYLVANIA, ON THURSDAY, DECEMBER 14, 2000, AT 4:30
P.M. EASTERN TIME, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY OR PROXIES HERETOFORE GIVEN IN RESPECT TO
THE SAME SHARES OF STOCK.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED ON THE
REVERSE SIDE BY THE UNDERSIGNED WITH RESPECT TO PROPOSAL 1. IF NO DIRECTION IS
GIVEN, SUCH SHARES WILL BE VOTED FOR SUCH PROPOSAL, AND SUCH SHARES WILL BE
VOTED IN THE DISCRETION OF THE BOARD OF DIRECTORS UPON SUCH OTHER BUSINESS AS
MAY PROPERLY COME BEFORE THE MEETING.
TO ENSURE A QUORUM, YOU ARE URGED TO DATE AND SIGN THIS PROXY ON THE LINE
PROVIDED AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
<PAGE> 11
X PLEASE MARK VOTES AS IN THIS EXAMPLE
-----
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
1. ELECTION OF DIRECTORS
2. IN THEIR DISCRETION, THE ABOVE-NAMED PROXIES
NOMINEES: JAY H. LUSTIG AND ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
MARTIN J. NOONAN. AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
FOR BOTH NOMINEES
-----
WITHHELD FROM BOTH MARK HERE
NOMINEES FOR ADDRESS
----- CHANGE AND
NOTE AT LEFT
----- --------------------- -----
FOR ALL NOMINEES
EXCEPT AS NOTED ABOVE PLEASE SIGN 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 PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP,
PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
SIGNATURE DATE
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SIGNATURE DATE
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