U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
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
[ ] Solicitation Material Pursuant to 240.14a-11(c) or 240.14a-12
DOVER INVESTMENTS CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee:
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1 Title of each class of securities to which transaction applies:
2 Aggregate number of securities to which transaction applies:
3 Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
4 Proposed maximum aggregate value of transaction:
5 Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of 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 No:
3.) Filing Party:
4.) Date Filed:
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Dover Investments Corporation
will be held at 235 Montgomery Street, Conference Room #740, Seventh Floor,
San Francisco, California, on Wednesday, May 24, 2000, at 8:30 A.M., for the
following purposes:
(1) To elect four directors (one of whom will be elected by holders
of the Class A Common Stock and three of whom will be elected
by holders of the Class B Common Stock), each to hold office
until the next annual meeting and until his successor has been
elected and qualified;
(2) To ratify and approve an amendment to the Stock Option Plan
for Nonemployee Directors to extend the date of termination of
the plan until September 28, 2004;
(3) To ratify the appointment of Grant Thornton LLP as the
Company's independent public accountant for the year ended
December 31, 2000;
(4) To consider and act upon a stockholder proposal regarding
the hiring of an investment banker and listing of shares; and
(5) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on
March 27, 2000 as the record date for the determination of stockholders
entitled to notice of and to vote at this meeting or any adjournment thereof.
In accordance with Delaware law, a list of the Company's stockholders entitled
to vote at the meeting will be available for examination by any stockholder
for any purpose germane to the meeting during normal business hours at the
Company's offices at 100 Spear Street, Suite 520, San Francisco, California,
for ten days prior to the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
LAWRENCE WEISSBERG
Chairman of the Board of Directors,
President and Chief Executive Officer
San Francisco, California
April 7, 2000
IMPORTANT: To ensure your representation at the meeting please date,
sign and mail the enclosed Proxy card(s) promptly in the return envelope which
has been provided.
DOVER INVESTMENTS CORPORATION
Proxy Statement
for the
Annual Meeting of Stockholders
to be Held on May 24, 2000
The accompanying proxy is solicited on behalf of the Board of
Directors of Dover Investments Corporation (the "Company") for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at 8:30 a.m.
on Wednesday, May 24, 2000, at 235 Montgomery Street, Conference Room #740,
Seventh Floor, San Francisco, California, or any adjournment thereof.
Any stockholder giving a proxy has the power to revoke it at any
time prior to the exercise thereof by filing with the Secretary of the
Company a written revocation, by attending the Annual Meeting and voting in
person, or by submitting a duly executed proxy bearing a later date.
The expense of soliciting proxies will be paid by the Company. The Company
will request brokers, custodians, nominees and other holders of
record to forward copies of soliciting material to persons for whom they
hold shares of Company stock and to request authority for the execution of
proxies. In such cases, the Company will reimburse holders for their
reasonable charges or expenses. The Company's principal executive office
is located at 100 Spear Street, Suite 520, San Francisco, California
94105. This proxy statement and the accompanying form(s) of proxy were
mailed to stockholders on or about April 7, 2000.
VOTING RIGHTS
The Board of Directors has fixed the close of business on
March 27, 2000 as the record date for determination of stockholders entitled
to notice of and to vote at the Annual Meeting. The voting securities of the
Company outstanding at the close of business on that date were 828,689 shares
of Class A Common Stock and 313,851 shares of Class B Common Stock,
each with a $.01 par value. The Company's Restated Certificate of
Incorporation provides that, so long as the total number of shares of Class B
Common Stock outstanding on any record date for a meeting of stockholders at
which directors are to be elected equals or exceeds 12 1/2% of the total
number of outstanding shares of Common Stock of both classes on such date, the
holders of Class A Common Stock will vote as a separate class to elect 25% of
the Board of Directors (the "Class A Directors") and the holders of the Class
B Common Stock will vote as a separate class to elect the remaining 75% of
the Board of Directors (the "Class B Directors"). If 25% of the authorized
number of directors is not a whole number, then the holders of Class A
Common Stock are entitled to elect the next higher whole number of directors
that is at least 25% of the authorized number of directors. The total number
of outstanding shares of Class B Common Stock on March 27, 2000 constituted
27.47% of the total number of outstanding shares of Common Stock of both
classes. Accordingly, holders of record of Class A Common Stock will vote
as a separate class at the Annual Meeting with respect to the election of
directors and be entitled to elect one Class A Director. Holders of record
of Class B Common Stock, voting as a separate class, will be entitled to
elect the three Class B Directors. Holders of the Class A Common Stock and
of the Class B Common Stock generally will vote together as a single class
on other matters submitted to a stockholder's vote, with the Class A Common
Stock entitled to one vote per share and the Class B Common Stock entitled
to ten votes per share.
The representation in person or by proxy of not less than a majority
of the shares entitled to vote at the meeting will constitute a quorum. The
Class A Director and Class B Directors will be elected by a plurality of the
respective votes cast by holders of Class A Common Stock and Class B Common
Stock. The affirmative vote of a majority of the votes entitled to be cast
by the holders of shares represented at the meeting is required for the
approval and adoption of Proposals 2, 3 and 4. Because abstentions and
"non-votes" are counted as present in determining whether the quorum
requirement is satisfied, abstentions and "non-votes" will have the effect
of a vote against a proposal. A "non-vote" occurs when a nominee holding
shares for a beneficial owner votes on one proposal but does not vote on
another proposal because the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner.
<TABLE>
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows as of March 27, 2000, (i) for each person
who is known by the Company to be a beneficial owner of more than 5% of the
Company's Class A or Class B Common Stock, and (ii) for each director and
executive officer and all directors and executive officers as a group, the
amount and nature of their beneficial ownership and percentage of all
outstanding Class A Common Stock and Class B Common Stock owned by them:
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Aggregate Voting
Class A Common Percentage of Class B Common Percentage of Power
Shares Outstanding Shares Outstanding Represented by
Position with Beneficially Class A Common Beneficially Class B Common Shares Beneficially
Name and Address Company Owned Shares (1) Owned Shares Owned(2)
Lawrence Weissberg Chairman, 288,521(3) 34.82% 245,114 78.10% 69.06%
100 Spear Street President
Suite 520 and Chief
San Francisco, CA Executive
94105 Officer
Arnold Addison Director 1,450(4) * 0 * *
727 Industrial
Parkway
Hayward, CA
94544
John Gilbert Director 2,250(5) * 0 * *
400 Montgomery
Street Suite 820
San Francisco, CA
94104
Will C. Wood Director 11,100(6) 1.34% 0 * *
1550 El Camino
Real, Suite 275
Menlo Park, CA
94025
Erika Kleczek Principal 4,212(7) * 0 * *
100 Spear Street Financial
Suite 520 Officer
San Francisco, CA
94105
Robert Naify N/A 54,437 6.57% 23,330 7.43% 7.25%
172 Golden Gate
Avenue
San Francisco, CA
94102
Leeward Capital, L.P. N/A 97,000(8) 11.71% 0 * 2.45%
Leeward
Investments, LLC
Eric P. Von der
Porten
1139 San Carlos
Ave., Suite 302
San Carlos, CA 94070
All executive 307,533(9) 37.11% 245,114 78.10% 69.54%
officers and
directors
as a group of
(5) persons
</TABLE>
* Less than one percent (1%) of the outstanding class of stock or
aggregate voting power of the Class A Common Stock and
Class B Common Stock combined.
(1) Based on a total of 828,689 currently outstanding shares plus the
respective number of shares issuable upon exercise of options
owned by each individual exercisable within 60 days of
March 27, 2000.
(2) For matters other than the election of directors only.
(3) Includes 25,000 shares issuable upon exercise of options exercisable
within 60 days of March 27, 2000, 7,257 shares of Class A Common
Stock, of which 1,810 shares are owned by Mr. Weissberg's wife,
4,660 shares are owned by the Weissberg Foundation and 787 shares
are held by a trust for the benefit of the grandchildren of Mr.
Weissberg of which Mr. Weissberg is trustee. Mr. Weissberg disclaims
beneficial ownership of the 1,810 shares owned by his wife.
(4) Includes 250 shares issuable upon exercise of options exercisable
within 60 days of March 27, 2000.
(5) Includes 1,750 shares issuable upon exercise of options exercisable
within 60 days of March 27, 2000.
(6) Includes 500 shares issuable upon exercise of options exercisable
within 60 days of March 27, 2000.
(7) Includes 3,967 shares issuable upon exercise of options exercisable
within 60 days of March 27, 2000.
(8) Based on information set forth in a Schedule 13D of February 18, 2000,
as filed with the Securities and Exchange Commission.
(9) Includes 31,467 shares issuable upon exercise of options exercisable
within 60 days of March 27, 2000.
PROPOSAL 1 -- ELECTION OF DIRECTORS
Nominees for Directors
Action is to be taken at the Annual Meeting with respect to the
election of a total of four directors, consisting of one Class A Director and
three Class B Directors, to serve until the next annual meeting of stockholders
and until their successors are elected and qualified. Holders of the Class A
Common Stock will vote as a separate class for the election of the
Class A Director and holders of the Class B Common Stock will vote as a
separate class for the election of the Class B Directors. Each proxy with
respect to the Class A Director (the proxy card printed with black ink) may
not be voted for more than one nominee and each proxy with respect to the
Class B Directors (the proxy card printed with red ink) may not be voted for
more than three nominees. It is intended that the proxies solicited by and
on behalf of management will be voted for the election of the nominees listed
in the following table. In the event any of the nominees, for any reason,
should cease to be a candidate for a position as a director, the proxies will
be voted in accordance with the best judgment of the person or persons acting
under them and may be voted for another person nominated by management.
The Company knows of no current circumstances which would render any nominee
unable to accept nomination or election. Under the terms of the Company's
By-Laws, a vacancy may be filled by the Board of Directors.
The following table indicates as to each nominee the year when
he was first elected or appointed a director, his age and class of
directorship:
Director Class of
Name Since Age Directorship
Arnold Addison 1992 70 Class A
John Gilbert 1993 60 Class B
Lawrence Weissberg 1968 79 Class B
Will C. Wood 1992 60 Class B
Mr. Weissberg may be deemed to be a control person of the
Company under the Securities Exchange Act of 1934.
Arnold Addison. Mr. Addison has been President of Addison
Financial Corporation, an auto leasing company, since October 1987. He has
also been the owner of Warm Springs Land Co., a real estate investment firm,
since January 1985.
John Gilbert. Mr. Gilbert has been a self-employed financial
consultant since 1989 and has seventeen years of experience as a general
contractor and home builder.
Lawrence Weissberg. Mr. Weissberg is presently the Chairman of
the Board of Directors, President and Chief Executive Officer of the Company.
He was the Chairman of the Board, President and Chief Executive Officer of
the Company and Homestead Savings, A Federal Savings and Loan Association,
a former subsidiary of the Company (hereafter referred to as the
"Association"), from 1960 to 1973 and from 1975 to 1989. In May 1989, Mr.
Weissberg stepped down as President of the Company and the Association,
although he continued to serve as Chairman of the Board of Directors and
Chief Executive Officer. In August 1991, Mr. Weissberg was reappointed
President of the Company. Mr. Weissberg stepped down as Chief Executive
Officer of the Association in August 1989 and as Chairman of the Board of
Directors of the Association in January 1992. He served as a director of the
Association from 1960 to 1992.
Will C. Wood. Mr. Wood has been a principal of Kentwood
Associates, a financial advisory firm, since November 1993. He was an
international banking executive with Wells Fargo Bank, Crocker Bank and
Citibank from 1972 through 1989 and was managing Director of IDI Associates
from 1989 to 1993.
Committees and Meetings of the Board of Directors
In 1999, the Board of Directors of the Company held four regular
meetings. Each of the directors attended at least 75% of the meetings of the
Board of Directors held during the period for which he has been a director.
The Board of Directors of the Company established a Compensation
Committee in January 1995. The Compensation Committee of the Board of
Directors consists of John Gilbert and Will C. Wood. The Compensation
Committee reviews and sets Company executive compensation policies and
recommends to the Board the level of compensation of the President. The
Compensation Committee held one meeting during fiscal 1999, which was
attended by Messrs. Gilbert and Wood.
The Board of Directors does not have an audit committee or a
nominating committee.
Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires
the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission (the "SEC").
Based solely on the Company's review of the reporting forms
received by it, and written representations from certain persons that two
Form 5 reports were required to be filed by Director John Gilbert and Director
Arnold Addison, the Company believes that during the period from
January 1, 1999 to December 31, 1999, inclusive, all filing requirements
applicable to the Company's officers and directors and greater than ten
percent stockholders were satisfied.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" EACH OF THE NOMINEES.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation of Executive Officers
The compensation of the executive officers of the Company whose
total cash compensation exceeded $100,000 for services in all capacities to
the Company and its partnerships during 1997, 1998 and 1999 was as follows:
SUMMARY COMPENSATION TABLE
Name and
Principal Salary and Other Annual
Position Year Bonus ($) Compensation ($)
Lawrence Weissberg 1999 530,000(1) 7,554(2)
Chairman of the 1998 191,667(3) 5,515(2)
Board of Directors, 1997 150,000 5,515(2)
President and Chief
Executive Officer
Erika Kleczek
Principal Financial
Officer 1999 101,000(4) -
______________________
(1) Includes a bonus of $280,000.
(2) Consists of an automobile allowance.
(3) Mr. Weissberg received a salary increase to $250,000 annually,
effective in August 1998.
(4) Includes a bonus of $36,000.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
<S> <C> <C> <C> <C> <C>
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of
Securities Total Options Stock Price
Underlying Granted to Exercise or Appreciation
Options Employees in Base Price Expiration For Option Term(3)
Name Granted Fiscal Year ($/share) Date 5% 10%
Lawrence Weissberg 100,000(1) 90.91% $13.20 12/10/04 $1,684,692 $2,125,873
Erika Kleczek 10,000(2) 9.09% $12.00 12/10/09 $ 153,154 $ 193,261
</TABLE>
(1) Options to purchase the Company's Class A Common Stock granted for a
term of five years with an exercise price of $13.20 (the market price
plus 10% on the date of grant) and become exercisable in two annual
installments commencing one year from the date of grant (assuming
continued employment).
(2) Options to purchase the Company's Class A Common Stock granted for a
term of ten years with an exercise price of $12.00 (the market price on
the date of a grant) and become exercisable in three annual installments
commencing one year from the date of a grant (assuming continued
employment).
(3) The Company's Class A Common Stock price on December 10, 2004, the end
of the 5-year option term, would be $16.85 or $21.26, at annual
appreciation rates of 5 percent or 10 percent, respectively, and on
December 10, 2009, the end of the 10-year option term, would be $15.32
or $19.33, at annual appreciation rates of 5 percent or 10 percent,
respectively. There can be no assurance that such increase, or any
increase, in the price of such stock will be achieved.
<TABLE>
Aggregate Option Exercises in Last Fiscal Year and F-Y-End Option Values
<CAPTION>
<S> <C> <C> <C> <C>
Number of
Securities Underlying Value of Unexercised
Shares Unexercised Options at in-the-Money Options at
Acquired Value December 31, 1999 December 31, 1999 (2)
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
Lawrence Weissberg . . . 83,366 $252,683 - 150,000 - $227,813
Erika Kleczek . . . - - 3,967 13,833 $22,625 $ 14,487
</TABLE>
(1) The value realized is the difference between (a) the mean of the high
and low bid prices of the Company's Class A Common Stock as reported on
the National Quotation Bureau Pink Sheets on the date of exercise
and (b) the exercise price of the option, multiplied by the number of
shares exercised.
(2) The value of unexercised options is the average of the high and low bid
information as reported on the National Quotation Bureau Pink Sheets of
the Company's Class A Common Stock on December 31, 1999, $12.1875, less
the exercise price of the option, multiplied by the number of outstanding
options.
Compensation of Directors
The Company pays each nonemployee director $750 for each meeting
of the Board of Directors of the Company attended. None of the Company's
directors, other than Mr. Weissberg, are employees of the Company.
Nonemployee directors receive stock options pursuant to the Company's
Stock Option Plan for Nonemployee Directors (the "Director Plan"). Under the
Director Plan, each nonemployee director is automatically granted options to
purchase 500 shares of Class A Common Stock on each anniversary date of his
or her appointment or election to the Board of Directors, until the plan
terminates or the director ceases to be a director. Options granted under
the Director Plan become exercisable in installments to the extent of one-half
on the date one year after the date of grant, and the remaining one- half on
the date two years after the date of grant. The exercise price for shares
subject to options granted under the Director Plan is the fair market value
of the shares at the date of the option grant.
Report of the Compensation Committee of the Board of Directors regarding
Executive Compensation
The Compensation Committee of the Board of Directors (the "Committee")
administers the Company's executive compensation program. The Committee's
primary responsibilities are to review and set the Company's executive
compensation policies and to recommend to the Board the level of compensation
of the Company's President. The members of the Committee are independent,
nonemployee directors. The Committee has furnished the following report on
executive compensation for 1999:
The Committee has designed the Company's executive compensation program
to support what the Committee believes to be an appropriate relationship
between executive compensation and the creation of stockholder value. To
promote Company performance, a significant portion of executive compensation
is linked to the Company's operating results. The chief objectives of the
executive compensation program are:
To motivate executives to make significant contributions to the
Company's success and to reward them for their achievement;
To provide compensation comparable to that offered by comparable
companies in the homebuilding industry; and
To align the interests of executives with the long-term interests
of stockholders through awards whose value over time depends upon
the performance of the Company's Common Stock.
Consistent with the objectives of the Company's executive compensation
program, the Company compensates its executives through base salary, cash
performance bonus and stock option grants.
Base Salaries. The Committee establishes executive base salaries based
on its review of (i) the executive's performance, level of responsibility and
length of service, (ii) Company performance and (iii) salary levels at
comparable companies. The Committee increased the annual base salary of Mr.
Weissberg to $250,000 in August 1998. The Committee did not increase Mr.
Weissberg's base salary in 1999.
Performance Bonuses. The Company awards cash bonuses to executive
officers based primarily on the Company's financial performance during the
fiscal year. In 1999, the Committee awarded Mr. Weissberg a bonus of
$280,000 in light of the significantly improved earnings of the Company
in 1999.
Stock Option Grants. In addition to base salary and bonus, the Company
awards stock options to executive officers. Such awards are intended to
focus executive attention on the Company's long-term performance. In 1999,
Mr. Weissberg was granted options to purchase 100,000 shares of the Company's
Class A Common Stock and Ms. Kleczek was granted options to purchase 10,000
shares of the Company's Class A Common Stock. The option grants were
based on past contributions to the success of the Company, expected future
contributions and stock option awards by comparable companies.
The Compensation Committee
John Gilbert
Will C. Wood
Performance Graph
The following graph compares the cumulative total return on the Company's
Class A and Class B Common Stock during the past five fiscal years with the
average cumulative total return during the same period on the stocks that
comprise the Nasdaq Stock Market (U.S.) Index and the stocks that comprise
the Dow Jones Home Construction Index, weighted by market capitalization.
The nine companies whose stocks comprise the Dow Jones Home Construction
Index are: Centex Corporation, Champion Enterprises, Inc., Clayton Homes,
Inc., D.R. Horton, Inc., Kaufman and Broad Home Corporation, Lennar
Corporation, Pulte Corporation, Toll Brothers, Inc. and Walter Industries, Inc.
The graph reflects the investment of $100 on December 30, 1994 in the
Company's Class A and Class B Common Stock, the Nasdaq Stock Market (U.S.)
Index and the Dow Jones Home Construction Index, assuming reinvestment of
dividends. The graph is based upon the Company's Class A and Class B Common
Stock and index prices calculated as of the last trading day in the month of
December for each of the fiscal years presented. The performance of the
Company's Common Stock depicted in the graph represents past performance
only and is not indicative of future performance.
12/94 12/95 12/96 12/97 12/98 12/99
Dover Investments
Corporation, Class A 100 247 205 307 270 409
Dover Investments
Corporation, Class B 100 200 200 305 236 445
Nasdaq Stock Market
(U.S.) Index 100 141 174 213 300 542
Dow Jones Home
Construction Index 100 149 143 223 237 150
CERTAIN TRANSACTIONS
The Company subleases a portion of the Company's executive office to a
corporation owned by Mr. Weissberg. That corporation's share of the lease
equals 35% of the total rent and operating costs.
The Company originates loans for the construction of single family
homes and disburses the funds on a draw loan basis. These loans are presented
to the Company by Dabenica Investment Corporation ("Dabenica"), a California
real estate brokerage corporation that is wholly owned by Frederick M.
Weissberg, Lawrence Weissberg's son. For the service, Dabenica earns a
brokerage fee of 1.75% to 2%, paid by the borrower.
PROPOSAL 2 RATIFICATION AND APPROVAL OF AN AMENDMENT TO
THE STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
On January 31, 2000, the Board of Directors approved an amendment (the
"Plan Amendment") to the Company's Stock Option Plan for Nonemployee Directors
(the "Director Plan") that would extend the date of termination of the plan
from September 28, 1999 to September 28, 2004. The Plan Amendment will
become effective only upon approval by the stockholders. The following
discussion consists of a brief description of the principal terms and
provisions of the Director Plan and the Plan Amendment. The Director Plan,
as proposed to be amended, is set forth in its entirety as Exhibit A to this
Proxy Statement. The following summary is qualified in its entirety by
reference to Exhibit A.
Purpose of the Proposal
The Director Plan provides for the grant to nonemployee directors of
nonqualified stock options to purchase Class A Common Stock pursuant to a
formula and is intended to attract and retain the services of experienced
and knowledgeable independent directors for the benefit of the Company and
its stockholders. An aggregate of 12,500 shares of Class A Common Stock is
currently available for a grant under the Director Plan.
Administration
The Director Plan is administered by the Company's Compensation
Committee. However, because the principal terms of all option awards are
set forth in the Director Plan, the Compensation Committee has no discretion
to determine which nonemployee directors will receive option awards or to
set the number of shares subject to such option awards.
Eligibility
The Director Plan provides that on the earlier of the date that any
person is for the first time either appointed to the Board of Directors or
elected by the stockholders of the Company to the Board of Directors,
options to purchase 1,000 shares of Class A Common Stock (subject to
adjustment for recapitalization, stock splits and similar events) will
automatically be granted to such newly appointed or elected director;
provided, however, that such automatic option grant will be made only if
the director is not otherwise an employee of the Company or any of its
subsidiaries on the date of such appointment or election and has not been
an employee of the Company or any of its subsidiaries for all or any part
of the preceding fiscal year. Thereafter, on each anniversary date of
such appointment or election, as the case may be, options to purchase
500 shares of Class A Common Stock (subject to adjustment for re-
capitalizations, stock splits and similar events) will automatically be
granted to such director; provided, however, that such automatic option
grants will be made only if the director (a) has served on the Board of
Directors for the entire fiscal year, (b) is not otherwise an employee
of the Company or any of its subsidiaries on the date of grant, (c) has
not been an employee of the Company or any of its subsidiaries for all or
any part of the preceding fiscal year and (d) has attended at least four
board meetings during the preceding fiscal year.
In the event that the number of shares of Class A Common Stock subject
to future grant under the Director Plan is insufficient to make all automatic
grants required to be made on a particular date, then all nonemployee directors
entitled to a grant of options on such date will share ratably in the number
of options on shares of Class A Common Stock then available for grant under
the Director Plan.
Terms of Options
The exercise price for shares subject to options granted under the
Director Plan is the fair market value of the shares at the date of the
option grant.
Payments of the exercise price may be in cash or, at the discretion
of the Compensation Committee, in shares of Class A Common Stock or in a
combination of cash and such shares.
Exercise of Options
All options granted under the Director Plan will be exercisable in
installments to the extent of one-half of the shares covered by the option
on the date one year after the date of grant, and the remaining one-half of
the shares covered by the option on the date two years after the date of
grant.
In the event that an optionee ceases to be a director of the Company
for any reason other than his death, his option will be exercisable, to the
extent it was exercisable at the date he ceased to be a director, for a
period of 30 days after such date, and will then terminate. If an optionee
dies while a director of the Company, or within the 30-day period after
termination of such status during which he is permitted to exercise an option
in accordance with the preceding sentence, then such option may be exercised
at any time within six months after the optionee's death, but only to the
extent the option was exercisable at the time of death. Notwithstanding any
other provision of the Director Plan, no option granted under the Director
Plan will be exercisable after the expiration of 10 years from the date of
its grant.
Options will not be transferable other than by will or the laws of
descent and distribution, and will be exercisable during the lifetime of
an optionee only by that optionee.
Amendment and Termination
The Director Plan may be amended by the Board of Directors of the
Company, except that stockholder approval will be required for any amendment
which would increase the number of shares subject to the Director Plan,
change the designation of the class of persons eligible to receive options
under the Director Plan, provide for the grant of options having an
option price per share less than fair market value on the date of grant,
extend the term during which options may be exercised, extend the final date
upon which options under the Director Plan may be granted, or otherwise amend
the Director Plan in a way that would require stockholder approval under Rule
16b-3 under the Securities Exchange Act of 1934, as amended.
The Director Plan currently provides that awards of options under the
Director Plan may be made until September 28, 1999, the current date of
termination of the Director Plan. The Plan Amendment would extend such
date to September 28, 2004.
Certain Federal Income Tax Consequences
A recipient of a stock option will not have taxable income upon the
grant of the option. Instead, the optionee will recognize ordinary income
upon exercise in an amount equal to the excess of the fair market value of
the shares over the exercise price on the date of exercise. Any gain or loss
recognized upon any later disposition of the shares generally will be capital
gain or loss. The Company will be entitled to a tax deduction in connection
with an option grant under the Director Plan in an amount equal to the
ordinary income realized by the optionee at the time that he or she recognizes
such income.
Option Awards Under the Plan Amendment
Three of the Company's four directors receive options under the Director
Plan. Mr. Weissberg does not receive options under the Director Plan since
he is an employee of the Company.
The following table shows option grants under the Director Plan from
October 6, 1999 through November 6, 1999, to the following persons, which
grants are subject to approval of the Plan Amendment by the stockholders:
Number of Shares Average Per-Share
Name Subject to Options Exercise Pric
Arnold Addison 500 $11.00
John Gilbert 500 $ 9.25
Will C. Wood - -
All directors who
are not executive
officers as a group 1,000
Required Vote
A vote for Proposal 2 by a majority of the votes entitled to be cast by
the holders of outstanding shares of the Company's Class A Common Stock and
Class B Common Stock present at the Annual Meeting in person or by proxy and
voting together as a single class, with holders of the Class A Common Stock
casting one vote per share and holders of the Class B Common Stock casting
ten votes per share, is required to approve and adopt the Plan Amendment.
Votes with respect to the Plan Amendment will be cast as specified in the
proxy. If no specification is made, votes represented by proxy will be cast
FOR approval of the Plan Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" PROPOSAL 2.
PROPOSAL 3 -- RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Company has engaged Grant Thornton LLP as the Company's independent
public accountant to audit its financial statements for the year ended
December 31, 2000, subject to ratification by the stockholders.
Representatives of Grant Thornton LLP are expected to be present at the
Annual Meeting, will have an opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate stockholder
questions.
Required Vote
A vote for Proposal 3 by a majority of the votes entitled to be cast by
the holders of outstanding shares of the Company's Class A Common Stock and
Class B Common Stock present at the Annual Meeting in person or by proxy and
voting together as a single class, with holders of the Class A Common Stock
casting one vote per share and holders of the Class B Common Stock casting
ten votes per share, is required to approve and adopt the proposal. Votes
with respect to this proposal will be cast as specified in the proxy.
If no specification is made, votes represented by proxy will be cast FOR the
proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
PROPOSAL 3.
PROPOSAL 4 -- STOCKHOLDER PROPOSAL REGARDING THE HIRING OF AN
INVESTMENT BANKER AND LISTING OF SHARES
Remnant Partners L.P., a Maryland limited partnership, 28 Allegheny
Avenue, Suite 505, Towson, Maryland 21204, the owner of 25,436 shares of
the Company's Class A Common Stock and 9,480 shares of the Company's Class
B Common Stock, and its manager, John C. Boland, the owner of 3,390 shares
of the Company's Class A Common Stock and 1,950 shares of the Company's
Class B Common Stock, have notified the Company of their intention to present
jointly a proposal at the Annual Meeting.
The proposal and supporting statement of Mr. Boland and Remnant Partners
L.P. are set forth below. The Board of Directors and the Company accept no
responsibility for the proposal and supporting statement. The Board of
Directors opposes the proposal for the reasons set forth below in the Board
of Directors' statement in opposition.
Stockholder Proposal
"The stockholders of Dover Investments Corporation hereby ask the Board
of Directors to take such action as they may deem appropriate to maximize
shareholder value, including: 1) the hiring of an investment banking firm or
other adviser to assist them in seeking alternatives for the corporation; and
2) the seeking of a listing of the shares on the NASDAQ system or a major
exchange."
Statement in Support of Stockholder Proposal
"At the date this proposal was submitted, the most recent transaction
in Dover's Class A shares was at a price of $11, and the most recent
transaction in the Class B shares was at $10.50. (Both prices are from reports
from the OTC Bulletin Board, where the shares trade.) These prices represented
discounts of more than 50% from the September 30 stockholder equity, were less
than the company's cash and equivalents of approximately $12.47 a share, and
were less than three times Dover's nine months earnings of $4.18 per fully
diluted share. The discounts penalize the company's public shareholders while
benefitting management. A stockholder seeking to sell receives a price
equivalent to less than half his or her percentage ownership interest in the
company's net assets. Meanwhile options granted to management based on the
market price permit key persons-principally the chairman-to obtain stock at
less than half its stated book value, thereby shrinking non-management
investors' percentage of ownership in the company's net assets. The
proponent believes it would be in the public holders' interest for the Board
of Directors to seek outside advice on maximizing shareholder value.
The proponent also believes that listing the shares on the NASDAQ system or
an exchange might improve both liquidity and visibility and attract investor
interest."
Board of Directors' Statement in Opposition to Stockholder Proposal
The Board of Directors is aware of its fiduciary responsibilities to
its stockholders and strives to discharge these responsibilities in a manner
that the Board believes is in the best interests of the Company and its
stockholders. The Board regularly reviews all of the operations of the
Company. In addition, the Board periodically evaluates strategic alternatives
and opportunities to enhance stockholder value. All of the Directors have
diverse and broad business backgrounds and expertise on which to draw.
The Board believes that it can function most effectively when its
strategic planning is conducted confidentially. In this way, ideas can be
developed and debated without the fear of rumors or uninformed public
discussion that could harmfully restrict the Board's options or disrupt the
public market for the Company's stock. Accordingly, the Board of Directors
does not believe that it is in the best interests of the Company or its
stockholders to engage an investment banking firm or other advisor at this
time.
As to the second part of the proposal, the NASDAQ National Market,
the NASDAQ Small Cap Market and the major stock exchanges each have detailed
criteria for admission of companies into their securities trading systems.
The Board of Directors has reviewed the criteria that the Company would be
required to meet in order to become listed with any of these trading systems,
and it is clear that the Company currently fails to meet one or more of the
criteria required for each of these trading systems. Hence, until there is a
change in the Company's financial statements, share distribution and/or share
trading activity so as to qualify the Company for any of these trading
systems, any application by the Company would be futile and wasteful.
Required Vote
A vote for Proposal 4 by a majority of the votes entitled to be cast by
the holders of outstanding shares of the Company's Class A Common Stock and
Class B Common Stock present at the Annual Meeting in person or by proxy and
voting together as a single class, with holders of the Class A Common Stock
casting one vote per share and holders of the Class B Common Stock casting
ten votes per share, is required to approve and adopt the proposal. Votes
with respect to this proposal will be cast as specified in the proxy. If no
specification is made, votes represented by proxy will be cast AGAINST
the proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
"AGAINST" PROPOSAL 4.
OTHER MATTERS
As of the date of this Proxy Statement, management knows of no business
other than that specified in the Notice of Annual Meeting of Stockholders to
be transacted at the Annual Meeting, but if other matters are properly raised
before the Annual Meeting, it is the intention of the persons named in
the enclosed proxy, in the absence of instructions to the contrary, to vote
in regard thereto in accordance with their judgment; discretionary authority
to do so is included in the proxy.
STOCKHOLDER PROPOSALS
Any proposals of stockholders intended to be presented at the 2001
Annual Meeting must be received by the Company by December 8, 2000 in order
to be considered for inclusion in the Company's proxy statement and form of
proxy relating to that meeting.
The accompanying proxy grants the persons named therein discretionary
authority to vote on any matter raised at the Annual Meeting. If a
stockholder intends to submit a proposal at the 2001 Annual Meeting, which
proposal is not intended to be included in the Company's proxy statement and
form of proxy relating to such meeting, the stockholder should give the
Company appropriate notice no later than February 21, 2001. If the Company
fails to receive notice of the proposal by such date, the Company will not
be required to provide any information about the nature of the proposal in
its proxy statement and the proposal will not be submitted to the
stockholders for approval at the 2001 Annual Meeting as the Company will not
have received proper notice as required by the rules of the Securities and
Exchange Commission.
Lawrence Weissberg
Chairman of the Board of Directors,
President and Chief Executive Officer
San Francisco, California
April 7, 2000
<PAGE>
EXHIBIT A
DOVER INVESTMENTS CORPORATION
STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
(Amended and Restated, Effective January 31, 2000)
ARTICLE I
GENERAL
1. PURPOSE.
This Stock Option Plan for Nonemployee Directors (the "Plan") is
intended to attract and retain the services of experienced and knowledgeable
independent directors of Dover Investments Corporation (the "Company") for
the benefit of the Company and its stockholders and to provide additional
incentives for such directors to continue to work for the best interests of
the Company and its stockholders.
2. ADMINISTRATION.
The Plan shall be administered by the Compensation Committee of the
Board of Directors of the Company (the "Committee"). The Committee shall,
subject to the provisions of the Plan, grant options under the Plan and
shall have the power to construe the Plan, to determine all questions arising
thereunder and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable.
The interpretation and construction by the Committee of any provision
of the Plan or of any option granted under it shall be final. No member of
the Committee shall be liable for any action or determination made in good
faith with respect to the Plan or any option granted under it.
3. ELIGIBILITY.
Each director of the Company who is not otherwise an employee of the
Company or any subsidiary and has not been an employee of the Company or any
subsidiary for all or any part of the preceding fiscal year shall
automatically be granted options to purchase 1,000 shares of the Company's
Class A Common Stock, $.01 par value per share (the "Class A Stock") (subject to
adjustment as provided in Article III hereof) on November 16, 1994. Thereafter,
options to purchase 500 shares of Class A Stock (subject to adjustment as
provided in Article III hereof) shall automatically be granted to each such
director; provided, however, that such automatic option grants shall be made
only if the director (i) has served on the Board of Directors for the
entire two preceding fiscal years, (ii) is not otherwise an employee of the
Company or any subsidiary on the date of grant, and (iii) has not been an
employee of the Company or any subsidiary for all or any part of the preceding
fiscal year.
In addition, on the earlier of the date that any person is for the
first time appointed to the Board of Directors or elected by the stockholders
of the Company to the Board of Directors, options to purchase 1,000 shares of
Class A Stock (subject to adjustment as provided in Article III hereof) shall
automatically be granted to such newly appointed or elected director;
provided, however, that such automatic option grant shall be made only if the
director is not otherwise an employee of the Company or any subsidiary on the
date of such appointment or election and has not been an employee of the
Company or any subsidiary for all or any part of the preceding fiscal year.
Thereafter, on the date of such appointment or election, as the case may be,
options to purchase 500 shares of Class A Stock (subject to adjustment as
provided in Article III hereof) shall automatically be granted to such
director; provided, however, that such automatic option grants shall be made
only if the director (i) has served on the Board of Directors for the
entire fiscal year, (ii) is not otherwise an employee of the Company or any
subsidiary on the date of grant, (iii) has not been an employee of the
Company or any subsidiary for all or any part of the preceding fiscal year,
and (iv) has attended at least four board meetings during the preceding fiscal
year.
In the event that the number of shares of Class A Stock
subject to future grant under the Plan is insufficient to make all automatic
grants required to be made on a particular date, then all nonemployee
directors entitled to a grant of options on such date shall share ratably in
the number of options on shares of the Class A Stock then available for grant
under the Plan.
4. SHARES OF STOCK SUBJECT TO THE PLAN.
The shares that may be issued under the Plan shall be authorized and
unissued or reacquired shares of the Class A Stock. The aggregate number of
shares which may be issued under the Plan shall not exceed 12,500 shares of
Class A Stock, unless an adjustment is required in accordance with Article III.
5. AMENDMENT OF THE PLAN.
The Board of Directors may, insofar as permitted by law, from time to
time, suspend or discontinue the Plan or revise or amend it in any respect
whatsoever, except that no such amendment shall alter or impair or diminish
any rights or obligations under any option theretofore granted under the Plan
without the consent of the person to whom such option was granted. In
addition, without further stockholder approval, no such amendment shall
increase the number of shares subject to the Plan (except as authorized by
Article III), change the designation in Section 3 of Article I of the class
of persons eligible to receive options under the Plan, provide for the grant
of options having an option price per share less than fair market value (as
defined in Section 11 of this Article I) on the date of grant, extend the
term during which options may be exercised, extend the final date upon which
options under the Plan may be granted, or otherwise amend the Plan in a way
that would require stockholder approval under Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition,
as required by such Rule 16b-3, the provisions of Section 3 of Article I
regarding the formula for determining the amount, exercise price and timing
of grants of options shall in no event be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code of
1986, as amended.
6. APPROVAL OF STOCKHOLDERS.
All options granted under the Plan before the Plan is approved by
affirmative vote at the 1990 annual meeting of stockholders of the Company,
or any adjournment thereof, of the holders of a majority of the outstanding
shares of Class A Stock and Class B Stock, $.01 par value per share, of the
Company, voting together as a single class, present in person or by proxy and
entitled to vote at the meeting shall be subject to such approval. No option
granted hereunder may become exercisable unless and until such approval is
obtained.
7. TERM OF PLAN.
Options may be granted under the Plan until September 28, 2004, the
date of termination of the Plan. Notwithstanding the foregoing, each option
granted under the Plan shall remain in effect until such option has been
satisfied by the issuance of shares or terminated in accordance with its
terms and the terms of the Plan.
8. RESTRICTIONS.
All options granted under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine, in its discretion, that
the listing, registration or qualification of the shares subject to options
granted under the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such option or the issuance, if any, or purchase of shares in connection
therewith, such option may not be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.
9. NONASSIGNABILITY.
No option shall be assignable or transferable by the grantee except by
will or by the laws of descent and distribution. During the lifetime of the
optionee, the option shall be exercisable only by him, and no other person
shall acquire any rights therein.
10. WITHHOLDING TAXES.
Whenever shares of Class A Stock are to be issued under the Plan, the
Company shall have the right to require the optionee to remit to the Company
an amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for
such shares.
11. DEFINITION OF "FAIR MARKET VALUE".
For the purposes of this Plan, the term "fair market value", when used
in reference to the date of grant of an option or the date of surrender of
Class A Stock in payment for the purchase of shares pursuant to the exercise
of an option, as the case may be, shall mean the closing sale price of the
Class A Stock on the New York Stock Exchange as shown on the Composite Tape
for New York Stock Exchange -- Listed Stocks. If the Class A Stock is not
listed on the New York Stock Exchange, the term "fair market value" shall
mean the highest closing sale price on such date on the principal United
States securities exchange registered under the Exchange Act on which such
stock is listed, or, if such stock is not listed on any such securities
exchange, the highest closing sale price or bid quotation with respect to a
share of such stock on such date on the NASDAQ/National Market System or the
National Association of Securities Dealers, Inc. Automated Quotations System
or any successor system, or, if no such quotations are available, the fair
market value on such date of a share of such stock as determined in good
faith by the Committee.
ARTICLE II
STOCK OPTIONS
1. AWARD OF STOCK OPTIONS.
Awards of stock options shall be made under the Plan under all the
terms and conditions contained herein. Each option granted under the Plan
shall be evidenced by an option agreement duly executed on behalf of the
Company and by the director to whom such option is granted, which option
agreements may but need not be identical and shall comply with and be
subject to the terms and conditions of the Plan. Any option agreement may
contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Committee.
2. TERM OF OPTIONS AND EFFECT OF TERMINATION.
Notwithstanding any other provision of the Plan, no option granted
under the Plan shall be exercisable after the expiration of 10 years from the
date of its grant.
In the event that any outstanding option under the Plan expires by
reason of lapse of time or otherwise is terminated for any reason, then the
shares of Class A Stock subject to any such option which have not been issued
pursuant to the exercise of the option shall again become available in the
pool of shares of Class A Stock for which options may be granted under
the Plan.
3. TERMS AND CONDITIONS OF OPTIONS.
Options granted pursuant to the Plan shall be evidenced by agreements
in such form as the Committee shall from time to time determine, which
agreements shall comply with the following terms and conditions.
A. Number of Shares
Each option agreement shall state the number of shares to which
the option pertains.
B. Option Price
Each option agreement shall state the option price per share (or
the method by which such price shall be computed), which shall be equal to
100% of the fair market value of a share of the Class A Stock on the date
such option is granted.
C. Medium and Time of Payment
The option price shall be payable upon the exercise of an option
in the legal tender of the United States or, in the discretion of the
Committee, in shares of the Class A Stock or in a combination of such legal
tender and such shares. Upon receipt of payment, the Company shall deliver
to the optionee (or person entitled to exercise the option) a certificate or
certificates for the shares of Class A Stock to which the option pertains.
D. Exercise of Options
Options granted under the Plan shall become exercisable in
installments to the extent of one-half of the shares covered by the option
on the date one year after the date of grant, and the remaining one-half
of the shares covered by the option on the date two years after
the date of grant.
To the extent that an option has become exercisable and subject to
the restrictions and limitations set forth in this Plan and in the option
agreement, it may be exercised in whole or in such lesser amount as may be
authorized by the option agreement; provided, however, that no option shall
be exercised for fewer than 100 shares. If exercised in part, the
unexercised portion of an option shall continue to be held by the optionee
and may therefore be exercised as herein provided.
E. Termination of Directorship Except by Death
In the event that an optionee shall cease to be a director of the
Company for any reason other than his death, his option shall be exercisable,
to the extent it was exercisable at the date he cease to be a director, for a
period of 30 days after such date, and shall then terminate. Such option may
be exercised at any time within such 30-day period and prior to the date on
which the option expires by its terms.
F. Death of Optionee and Transfer of Option
If an optionee dies while a director of the Company, or within the
30-day period after termination of such status during which he is permitted
to exercise an option in accordance with subsection 3(E) of this Article II,
such option may be exercised at any time within six months after the optionee's
death, but only to the extent the option was exercisable at the time of death.
Such option may be exercised at any time within such six-month period and
prior to the date on which the option expires by its terms. During such
period, such option may be exercised by any person or persons designated by
the optionee on a Beneficiary Designation Form adopted by the Committee for
such purpose, or, if there is no effective Beneficiary Designation
Form on file with the Committee, by the executors or administrators of the
optionee's estate or by any person or persons who shall have acquired the
option directly from the optionee by his will or the applicable laws of
descent and distribution.
ARTICLE III
RECAPITALIZATION AND REORGANIZATIONS
The number of shares of Class A Stock covered by the Plan, the number
of shares and price per share of each outstanding option, and the number of
shares subject to each grant provided for in Article I, Section 3 hereof
shall be proportionately adjusted for any increase or decrease in the number
of issued and outstanding shares of Class A Stock resulting from a
subdivision or consolidation of shares or the payment of a stock dividend or
any other increase or decrease in the number of issued and outstanding shares
of Class A Stock effected without receipt of consideration by the Company.
If the Company shall be the surviving corporation in any merger or
consolidation, each outstanding option shall pertain to and apply to the
securities to which a holder of the same number of shares of Class A Stock
that are subject to that option would have been entitled. A dissolution or
liquidation of the Company, or a merger or consolidation in which the Company is
not the surviving corporation, shall cause each outstanding option to
terminate, unless the agreement of merger or consolidation shall otherwise
provide; provided that, in the event such dissolution, liquidation, merger or
consolidation will cause outstanding options to terminate, each
optionee shall have the right immediately prior to such dissolution,
liquidation, merger or consolidation to exercise his option in whole or in
part without regard to any limitations on the exercisability of such option
other than (i) the expiration date of the option, (ii) the limitation set
forth in Section 9 of Article I, and (iii) the 100 share limitation set forth
in subsection 3(D) of Article II.
To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
The grant of an option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge
or to consolidate or to dissolve, liquidate or sell, or transfer all or
any part of its business or assets.
ARTICLE IV
MISCELLANEOUS PROVISIONS
1. RIGHTS AS A STOCKHOLDER.
An optionee or a transferee of an option shall have no rights as a
stockholder with respect to any shares covered by an option until the date of
the receipt of payment (including any amounts required by the Company pursuant
to Section 10 of Article I) by the Company. No adjustment shall be made as
to any option for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for
which the record date is prior to such date, except as provided in Article III.
2. PURCHASE FOR INVESTMENT.
Unless the shares of Class A Stock to be issued upon exercise of an
option granted under the Plan have been effectively registered under the
Securities Act of 1933 as now in force or hereafter amended, the Company
shall be under no obligation to issue any shares of Class A Stock covered by
any option unless the person who exercises such option, in whole or in part,
shall give a written representation and undertaking to the Company which is
satisfactory in form and scope to counsel to the Company and upon which, in
the opinion of such counsel, the Company may reasonably rely, that he is
acquiring the shares of Class A Stock issued to him pursuant to such
exercise of the option for his own account as an investment and not with a
view to, or for sale in connection with, the distribution of any such shares
of Class A Stock, and that he will make no transfer of the same except in
compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable law,
and that if shares of Class A Stock are issued without such registration,
a legend to this effect may be endorsed upon the securities so issued.
3. OTHER PROVISIONS.
The option agreements authorized under the Plan shall contain such
other provisions, including, without limitation, restrictions upon the
exercise of the option or restrictions required by any applicable securities
laws, as the Committee shall deem advisable.
4. APPLICATION OF FUNDS.
The proceeds received by the Company from the sale of Class A Stock
pursuant to the exercise of options will be used for general corporate
purposes.
5. NO OBLIGATION TO EXERCISE OPTION.
The granting of an option shall impose no obligation upon the optionee
to exercise such option.
APPENDIX A
PROXY
DOVER INVESTMENTS CORPORATION
PROXY FOR HOLDERS OF CLASS A COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lawrence Weissberg and Will C. Wood and
each of them as proxies with full power of substitution and hereby authorizes
them to represent and to vote as designated below all the shares of Class A
Common Stock of Dover Investments Corporation (the "Company") held of record
by the undersigned on March 27, 2000, at the Annual Meeting of Stockholders
to be held at 235 Montgomery Street, Conference Room #740, Seventh Floor,
San Francisco, California, on May 24, 2000 at 8:30 A.M., local time, or any
adjournment thereof.
Comments/Address Change: Please mark comment/address box on reverse side.
Please mark, sign, date and return this Proxy card promptly using the
enclosed envelope.
The Board of Directors recommends that stockholders vote "FOR" the nominees,
"FOR" Proposals 2 and 3, and "AGAINST" Proposal 4.
1. ELECTION OF CLASS A DIRECTOR: FOR WITHHELD FOR ALL
Arnold Addison
(INSTRUCTION: To withhold authority to vote
for any individual nominee(s), write that nominee's
name in the space provided below)
2. RATIFICATION AND APPROVAL OF AN FOR AGAINST ABSTAIN
AMENDMENT TO THE STOCK OPTION
PLAN FOR NONEMPLOYEE DIRECTORS
TO EXTEND THE DATE OF TERMINATION
OF THE PLAN UNTIL SEPTEMBER 28, 2004.
3. RATIFICATION OF THE APPOINTMENT FOR AGAINST ABSTAIN
OF GRANT THORNTON LLP AS THE
COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANT FOR THE YEAR ENDED
DECEMBER 31, 2000.
4. APPROVAL OF A STOCKHOLDER FOR AGAINST ABSTAIN
PROPOSAL REGARDING THE HIRING
OF AN INVESTMENT BANKER AND
LISTING OF SHARES.
I PLAN TO ATTEND THE MEETING
COMMENTS/ADDRESS CHANGE
Please mark this box, if you have written comments/address change
on the reverse side.
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 the election of directors nominated by the Board of Directors, FOR
the ratification and approval of an amendment to the Stock Option Plan for
Nonemployee Directors, FOR the ratification of the appointment of Grant
Thornton LLP as the Company's independent public accountant, AGAINST the
approval of a stockholder proposal regarding the hiring of an investment
banker and listing of shares and, in the discretion of the proxies, upon
any other matters that may properly come before the meeting.
Signature(s) Date:
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 sign 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.
PROXY
DOVER INVESTMENTS CORPORATION
PROXY FOR HOLDERS OF CLASS B COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lawrence Weissberg and Will C. Wood and
each of them as proxies with full power of substitution and hereby authorizes
them to represent and to vote as designated below all the shares of Class B
Common Stock of Dover Investments Corporation (the "Company") held of record
by the undersigned on March 27, 2000, at the Annual Meeting of Stockholders
to be held at 235 Montgomery Street, Conference Room #740, Seventh
Floor, San Francisco, California, on May 24, 2000 at 8:30 A.M., local time,
or any adjournment thereof.
Comments/Address Change: Please mark comment/address box on reverse side.
Please mark, sign, date and return this Proxy card promptly using the
enclosed envelope.
The Board of Directors recommends that stockholders vote "FOR" the nominees,
"FOR" Proposals 2 and 3, and "AGAINST" Proposal 4.
1. ELECTION OF CLASS B DIRECTORS: FOR WITHHELD FOR ALL
Lawrence Weissberg, Will C. Wood and
John Gilbert
(INSTRUCTION: To withhold authority to vote
for any individual nominee(s), write that nominee's
name in the space provided below)
2. RATIFICATION AND APPROVAL OF AN FOR AGAINST ABSTAIN
AMENDMENT TO THE STOCK OPTION
PLAN FOR NONEMPLOYEE DIRECTORS
TO EXTEND THE DATE OF TERMINATION
OF THE PLAN UNTIL SEPTEMBER 28, 2004.
3. RATIFICATION OF THE APPOINTMENT FOR AGAINST ABSTAIN
OF GRANT THORNTON LLP AS THE
COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANT FOR THE YEAR ENDED
DECEMBER 31, 2000.
4. APPROVAL OF A THE STOCKHOLDER FOR AGAINST ABSTAIN
PROPOSAL REGARDING THE HIRING
OF AN INVESTMENT BANKER AND
LISTING OF SHARES.
I PLAN TO ATTEND THE MEETING
COMMENTS/ADDRESS CHANGE
Please mark this box, if you have written comments/address change
on the reverse side.
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 the election of directors nominated by the Board of Directors, FOR
the ratification and approval of an amendment to the Stock Option Plan for
Nonemployee Directors, FOR the ratification of the appointment of Grant
Thornton LLP as the Company's independent public accountant, AGAINST the
approval of a stockholder proposal regarding the hiring of an investment
banker and listing of shares and, in the discretion of the proxies, upon
any other matters that may properly come before the meeting.
Signature(s) Date:
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 sign 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.
