<PAGE>
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
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Filed by a Party other than the Registrant
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Check the appropriate box:
Preliminary Proxy Statement
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X Definitive Proxy Statement
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Definitive Additional Materials
- --
Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
- --
Confidential, for Use of the Commission Only(as permitted by Rule 14a-6(e)(2))
IEC Electronics Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act
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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:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
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<PAGE>
IEC ELECTRONICS CORP.
105 NORTON STREET
NEWARK, NEW YORK 14513
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
February 23, 2000
TO THE STOCKHOLDERS OF IEC ELECTRONICS CORP.:
The annual meeting of stockholders of IEC Electronics Corp. (the
"Company") will be held on Wednesday, February 23, 2000, at 10:30 a.m. at HSBC,
One HSBC Plaza, Rochester, New York (the "Annual Meeting") for the following
purposes:
1. To elect eight (8) directors to serve until the 2001 Annual Meeting and
until their successors are duly elected and qualified.
2. 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 January 7, 2000
as the record date for the determination of stockholders entitled to vote at the
Annual Meeting and to receive notice thereof. The transfer books of the Company
will not be closed.
STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND TO MAIL
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
Martin S. Weingarten, Secretary
DATED: January 27, 2000
Newark, New York
<PAGE>
IEC ELECTRONICS CORP.
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to stockholders of IEC Electronics Corp.
(the "Company") by the Board of Directors (the "Board") of the Company in
connection with the solicitation of the enclosed proxy for use at the annual
meeting of the stockholders to be held on Wednesday, February 23, 2000, at HSBC,
One HSBC Plaza, Rochester, New York at 10:30 a.m., and at any adjournments
thereof (the "Annual Meeting").
The principal executive offices of the Company are located at 105 Norton
Street, Newark, New York 14513, and its telephone number is (315) 331-7742. The
approximate date on which this Proxy Statement and the enclosed proxy are first
being sent to stockholders is February 1, 2000.
Voting Information
Only stockholders of record at the close of business on January 7, 2000
will be entitled to notice of and to vote at the Annual Meeting. As of that date
7,587,251 shares of common stock, par value $.01 per share, of the Company
("Common Stock") were outstanding and entitled to vote at the Annual Meeting.
Stockholders are entitled to cast one vote for each share held of record at the
close of business on January 7, 2000 on each matter submitted to a vote at the
Annual Meeting. Any stockholder may revoke a proxy at any time prior to its
exercise by filing a later-dated proxy or a written notice of revocation with
the Secretary of the Company, 105 Norton Street, Newark, New York 14513, or by
voting in person at the Annual Meeting. If a stockholder is not attending the
Annual Meeting, any proxy or notice should be returned in time for receipt no
later than the close of business on the day preceding the Annual Meeting.
When proxies are properly dated, executed and returned, the shares they
represent will be voted at the Annual Meeting in accordance with the instruction
of the stockholder. If no specific instructions are given, the shares will be
voted FOR the election of the eight nominees as directors.
The Board knows of no other matters to be presented at the Annual Meeting.
If any other matter should be presented at the Annual Meeting upon which a vote
properly may be taken, shares represented by all proxies received by the Board
will be voted with respect thereto in accordance with the judgment of the
persons named in the proxies.
<PAGE>
The representation in person or by proxy of at least a majority of the
outstanding shares entitled to vote is necessary to provide a quorum at the
meeting.
Under the law of Delaware, the Company's state of incorporation,
abstentions and broker non-votes are counted for purposes of determining the
presence or absence of a quorum for the transaction of business. Broker
non-votes occur where a broker holding stock in street name votes the shares on
some matters but not others. Usually, this occurs where brokers have not
received instructions from clients, in which case brokers are permitted to vote
on "routine" matters but not on non-routine matters. The missing votes on
non-routine matters are broker non-votes.
Proxy Solicitation
The entire cost of the solicitation of proxies will be paid by the
Company. In addition to the solicitation of proxies by mail, some of the
officers and regular employees of the Company, without extra remuneration, may
solicit proxies, personally or by telephone, telegram or cable. The Company may
also request brokers, banks, nominees, custodians, fiduciaries, and others to
forward soliciting material to the beneficial owners of the Company's shares of
Common Stock and will reimburse such persons for reasonable expenses incurred in
forwarding such materials.
Proxy Statement Proposals
At the annual meeting each year, the Board of Directors submits to
stockholders its nominees for election as directors. In addition, the Board of
Directors may submit other matters to the stockholders for action at the annual
meeting.
Stockholders of the Company also may submit proposals for inclusion in the
proxy material. These proposals must meet the stockholder eligibility and other
requirements of the Securities and Exchange Commission. In order to be included
in the Company's 2001 proxy material, a stockholder's proposal must be received
not later than October 2, 2000 at the principal office of the Company, 105
Norton Street, Newark, NY 14513, Attention: Secretary.
In addition, the Company's By-Laws provide that in order for business to
be brought before an annual meeting of stockholders, a stockholder must deliver
written notice to the Secretary of the Company not less than 90 days prior to
the date of the meeting. The notice must set forth the stockholder's name,
address and number of shares of Company stock held, a representation that the
stockholder intends to appear in person or by proxy at the meeting to make the
proposal, a description of the business to be brought before the meeting, the
reasons for conducting such business at the annual meeting, any material
<PAGE>
interest of the stockholder in the proposal, and such other information
regarding the proposal as would be required to be included in a proxy statement.
No such notice has been received by the Company. For the 2001 Annual Meeting of
Stockholders, written notice must be delivered to the Secretary of the Company
at the principal office of the Company, 105 Norton Street, Newark, NY 14513, no
later than November 30, 2000.
The By-Laws also provide that if a stockholder intends to nominate a
candidate for election as a director, the stockholder must deliver written
notice of his or her intention to the Secretary of the Company. The notice must
be delivered not less than 90 days before the date of a meeting of stockholders.
The notice must set forth the name and address of and number of shares of
Company stock owned by stockholder, the name and address of the person to be
nominated, a representation that the stockholder intends to appear in person or
by proxy at the meeting to nominate the person specified in the notice, a
description of all arrangements or understandings between such stockholder and
each nominee and any other person (naming such person) pursuant to which the
nomination is to be made by such stockholder, business address and experience
during the past five years, any other directorships held by the nominee, the
nominee's involvement in certain legal proceedings during the past five years
and such other information concerning the nominee as would be required to be
included in a proxy statement soliciting proxies for the election of the
nominee. In addition, the notice must include the consent of the nominee to
serve as a director of the Company if elected. No such notice has been received
by the Company. For the 2001 Annual Meeting of Stockholders, written notice must
be delivered to the Secretary of the Company at the principal office of the
Company, 105 Norton Street, Newark, NY 14513, no later than November 30, 2000.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table and notes thereto set forth certain information
regarding beneficial ownership of the Company's Common Stock as of January 7,
2000 (except as otherwise noted below) by (i) each person known by the Company
to beneficially own more than 5% of the outstanding shares of the Company's
Common Stock, (ii) each of the Company's directors, (iii) each of the Executive
Officers named in the Summary Compensation Table, and (iv) all directors and
officers of the Company as a group. The information as to each person has been
furnished by such person, and, except as noted, each person named in the table
has sole voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
Shares Percent of Shares
Name and Address of Beneficially Beneficially
Beneficial Owner Owned(1) Owned(1)
---------------------------- ----------------- -----------------------
Heartland Advisors, Inc.
(2) 2,580,400 34.01%
789 North Water Street
Milwaukee, WI 53202
Dimensional Fund Advisors
Inc. (3) 524,700 6.92%
1299 Ocean Avenue
11th Floor
Santa Monica, CA 90401
Russell E. Stingel*
105 Norton Street 209,763(4) 2.67%
Newark, NY 14513
David J. Beaubien*
84 Doane Road 24,000(5) +
Ware, MA 01082
Thomas W. Folger*
Glenpointe Centre East-5th 87,670(6) 1.15%
Floor
300 Frank W. Burr Blvd.
Teaneck, NJ 07666
W. Barry Gilbert*
130 Runnymede Road 20,500(6) +
Rochester, NY 14618
<PAGE>
Robert P. B. Kidd*
1560 Sweetbay Circle 53,027(6) +
Palm City, FL 34990
Eben S. Moulton*
55 Ferncroft Road 93,000(6) 1.21%
Danvers, MA 01923
James C. Rowe*
3510 North Lake Drive -0- --
Milwaukee, WI 53211
Justin L. Vigdor*
2400 Chase Square 47,064(6) +
Rochester, NY 14604
David W. Fradin(7)
513 West Maple Avenue 35,000(8) +
Newark, NY 14513
Lawrence W. Swol
2017 Fair Oaks Drive 9,500(9) +
Mission, TX 78572
Bruce C. Barton
3795 Pearson Avenue 38,100(10) +
Marion, NY 14505
Patricia A. Bird
83 Midland Drive 25,250(11) +
Webster, NY 14580
All directors and officers 664,725(12) 8.47%
as a group
(14 persons)
*Member of Board of Directors of the Company
+Less than 1%
<PAGE>
(1) The number of shares of Common Stock deemed outstanding includes (a)
7,587,251 shares of Common Stock outstanding as of January 7, 2000
and (b) shares issuable pursuant to options held by the respective
person or group which may be exercised within 60 days after January
7, 2000 ("options currently exercisable"), as set forth below.
(2) This information is as of December 10, 1999. Heartland Advisors, Inc.
("HA") is an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940. HA has advised the Company that, as
of December 10, 1999, it has the sole voting power with respect to
2,124,000 shares and the sole dispositive power with respect to all
of such shares. HA has also advised the Company that all of
such shares are held in investment advisory accounts of HA. As a
result, various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the securities. No such account relates to more than 5% of the
class.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered
under the Investment Company Act of 1940, and serves as investment
manager to certain other investment vehicles, including commingled
group trusts. (These investment companies and investment vehicles are
the "Portfolios".) Dimensional has advised the Company that in its
role as investment advisor and investment manager, it possesses both
voting and investment power over 524,700 shares of the Company's
Common Stock as of September 30, 1999. The Portfolios own all of such
shares, and Dimensional disclaims beneficial ownership of such
shares.
(4) Includes 49,875 shares of Common Stock subject to options currently
exercisable.
(5) Includes 20,000 shares of Common Stock subject to options currently
exercisable.
(6) Includes 15,000 shares of Common Stock subject to options currently
exercisable.
(7) Dr. Fradin died on December 11, 1999.
(8) Includes 34,500 shares of Common Stock subject to options currently
exercisable by the Estate of David Fradin.
(9) Includes 8,500 shares of Common Stock subject to options currently
exercisable.
(10) Includes 29,500 shares of Common Stock subject to options currently
exercisable.
(11) Includes 24,750 shares of Common Stock subject to options currently
exercisable.
(12) Includes 263,651 shares of Common Stock subject to options currently
exercisable.
<PAGE>
ELECTION OF DIRECTORS
(Proxy Item 1)
Eight directors are to be elected at the Annual Meeting, to hold office
until the next annual meeting of stockholders and until their successors are
elected and qualified. All of the nominees for directors are incumbent directors
and all, except James C. Rowe, were elected at the last annual meeting. David
Fradin was elected a director on October 1, 1999. He died on December 11, 1999
and the Board appointed Mr. Rowe to fill the vacancy caused by his death.
Nominations of persons for election to the Board of Directors may be made
at a meeting of stockholders only (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of the Company entitled to vote for the
election of directors at a meeting who complies with the notice procedures set
forth in the Company's Bylaws. See "GENERAL INFORMATION - Proxy Statement
Proposals."
It is intended that the accompanying proxy will be voted in favor of the
persons listed below to serve as directors unless the stockholder indicates to
the contrary on the proxy. Management expects that each of the nominees will be
available for election, but if any of them is not a candidate at the time the
election occurs, it is intended that such proxy will be voted for the election
of another nominee to be designated by the Board of Directors to fill any such
vacancy.
For the election of directors, only proxies and ballots marked "FOR all
nominees", "WITHHELD for all nominees" or specifying that votes be withheld for
one or more designated nominees are counted to determine the total number of
votes cast; votes that are withheld are excluded entirely from the vote and will
have no effect. Abstentions will have no effect on the vote for the election of
directors. Directors are elected by a plurality of the votes cast.
The Board of Directors recommends a vote FOR the election as directors the
nominees listed below.
Nominees for Election as Directors
The following is a brief description of the nominees for election as
directors.
Russell E. Stingel, 69, has served as Chairman of the Board since February
1997 and as a director since October 1996. From July 1996 until his retirement
on September 30, 1999, he was Chief Executive Officer of the Company. As a
result of Dr. Fradin's death, he was named Interim Chief Executive Officer on
December 12, 1999. Prior thereto, he had been the President of the Company
(February 1996-June 1997) and Executive Vice President, Secretary and General
Manager of the Company (1977-February 1996). He was previously employed as
President of the Ward Hydraulics Division of Figgee International Holdings, Inc.
and in various management positions by General Dynamics Corporation.
<PAGE>
David J. Beaubien, 65, a director of the Company since October 1990, has
been a director and chairman of Yankee Environmental Systems, Inc., Turners
Falls, Massachusetts, a manufacturer of Solar Radiation Monitoring Instruments,
since 1990. Prior thereto, he was Senior Vice President of EG & G, Inc.,
Wellesley, Massachusetts, a manufacturer of Scientific Instruments and manager
of U.S. Government facilities from 1967 until his retirement in January 1991. He
is also a director of the Paine Webber Mitchell Hutchins (PACE) Mutual Funds,
New York, New York, Onix Systems, Waltham, Massachusetts, a manufacturer of
instrumentation for industry and science, and Thermospectra Corporation,
Franklin, Massachusetts, a manufacturer of instrumentation for industry and
science.
Thomas W. Folger, 72, a director of the Company since September 1988, has
been a general partner of the sole general partner of DeMuth, Folger &
Wetherill, a venture capital investment firm, since its formation in 1983. Prior
to 1983, Mr. Folger was Vice President of, and held various management positions
with, Kidder, Peabody & Co. Incorporated.
W. Barry Gilbert, 53, a director of the Company since February 1993, is
a private investor. From 1991 until 1999, he was President of the Thermal
Management Group of Bowthorpe Plc. of Crawley, West Sussex, England. Prior
to that time he was corporate Vice President and President, Analytical
Products Division of Milton Roy Company, a manufacturer of analytical
instrumentation.
Robert P.B. Kidd, 66, has served as a director of the Company since its
formation in 1966 and has been an insurance agent since 1961. From September
1995 until August 1998, Mr. Kidd was President of Blue Water Insurance, Inc.,
Jupiter, Florida, a marine insurance company. Prior thereto, he was a Vice
President of Lawrence United Corporation, an insurance agency and a division of
the Lawrence Group.
<PAGE>
Eben S. Moulton, 53, a director of the Company since November 1992, has
served as President of Seacoast Capital Corporation, Danvers, Massachusetts, an
investment firm, since 1994 and as President of Signal Capital Corporation,
Danvers, Massachusetts, a financial services corporation, since 1988. Mr.
Moulton is also a director of Seacoast Capital Corporation.
James C. Rowe, 51, a director of the Company since January 7, 2000, has
served as President of Rowe & Company LLC, Milwaukee, Wisconsin, a merchant
banking firm, since 1994. From April 1972 though March 1994, Mr. Rowe was a
director and Vice President od Lubar & Co., Incorporated, Milwaukee, Wisconsin,
a merchant banking firm. Mr. Rowe is the director of several privately held
companies.
Justin L. Vigdor, 70, is Assistant Secretary of the Company and has served
as a director of the Company since 1968. He has been an attorney since 1951 and
is a partner in the law firm of Boylan, Brown, Code, Vigdor & Wilson, LLP,
Rochester, New York, counsel to the Company. Mr. Vigdor is also a director of
PSC Inc., Webster, New York, a manufacturer of handheld and fixed position bar
code readers, verifiers, integrated sortation and point-of-sale scanning
systems.
Information Regarding the Board and its Committees
The Board of Directors has an Audit Committee, a Compensation Committee, a
Corporate Development Committee and an Executive Committee. There is no standing
nominating committee.
The Audit Committee recommends the appointment of the Company's
independent accountants, reviews the scope and results of audits, reviews
internal accounting controls and systems and reviews accounting, auditing, and
financial reporting matters. These reviews include meetings with the independent
auditors and representatives of management as well as separate and private
meetings with the independent auditors to insure that the scope of their
activities has not been restricted and that adequate responses to their
recommendations had been received. In addition, the Audit Committee reviews the
estimated fees and types of non-audit services to be rendered to the Company by
the independent accountants for the coming year. The Audit Committee also
monitors compliance with the Company's Code of Conduct, its conflict of interest
policy and its policy concerning trading in the Company's securities. The
minutes of Audit Committee meetings, as well as all of the recommendations of
the Audit Committee, are submitted to the full Board of Directors. The Audit
Committee, whose members are Messrs. Folger (Chairman), Kidd and Vigdor, held
two meetings in fiscal 1999.
The Compensation Committee reviews and approves the Company's compensation
philosophy covering executive officers and other key management employees,
reviews the competitiveness of the Company's total compensation practices,
reviews and approves the terms and conditions of proposed incentive plans
applicable to executive officers and other key employees, approves and
administers the Company's Stock Option Plans, reviews and makes recommendations
with respect to management compensation, including salaries and bonus awards,
examines the impact and effect of various benefits and incentive plans and
reviews and recommends changes or amendments to such programs to the Board, and
reviews and approves special hiring and severance arrangements with executive
<PAGE>
officers. In fiscal 1999, the Compensation Committee held one meeting and took
action by unanimous written consent in lieu of a special meeting three times.
The members of the Compensation Committee are Messrs. Gilbert (Chairman),
Beaubien and Folger.
The Corporate Development Committee investigates and evaluates potential
acquisition candidates or other opportunities for corporate growth. In fiscal
1999, the Corporate Development Committee did not meet. Members of the
Corporate Development Committee are Messrs. Stingel (Chairman), Gilbert, Moulton
and Vigdor.
The Executive Committee exercises the powers of the Board of Directors in
the interval between regular meetings of the full Board of Directors. In fiscal
1999, the Executive Committee did not meet. The members of the Executive
Committee are Messrs. Stingel (Chairman), Folger and Moulton.
In fiscal 1999, the Board of Directors met 10 times. Each director
attended at least 75% of the total number of meetings of the Board of Directors
and the Committees of the Board on which he served.
Compensation of Directors
In fiscal 1999, each non-employee director received $3,000 per quarter for
services as a director. For fiscal 1999, an aggregate of $72,000 was paid in
cash or in stock to the six non-employee directors. In addition, each
non-employee director is reimbursed for out-of-pocket expenses incurred in
connection with attendance at meetings.
Pursuant to the IEC Electronics Corp. Compensation Plan for Non-Employee
Directors, non-employee directors have the opportunity to receive payment of
their compensation either in cash or in shares of Common Stock. They also may
elect to receive their compensation either currently or on a deferred basis.
During fiscal 1999, Messrs. Kidd and Vigdor reveived a portion of their
compensation in Common Stock. During fiscal 1999, no director chose to defer his
conpensation. All directors, except Mr. Stingel, are non-employee directors. If
the amount to be deferred would have been payable in cash, the Company will
credit a Deferral Account maintained for the director with an amount that would
otherwise have been payable to the director in cash. If the amount to be
deferred would have been payable in stock, the Company would credit units
("Stock Units") to a Unit Account maintained for the director.
Directors will make separate elections with respect to the manner of the payment
of the compensation and the time of the payment of the compensation. The number
of shares of stock issued or the number of Stock Units credited to a director's
account will equal the cash amount of the compensation divided by the fair
market value of one share of stock on the date on which such cash amount would
otherwise have been paid. Stock Units and amounts in a Deferral Account are
<PAGE>
fully vested at all times. Payment of Stock Units (in full shares of Common
Stock) and the amounts in a Deferral Account must be deferred at least one year.
The director chooses the date of the payment, which may be upon termination of
service as a director. The maximum number of shares of Common Stock that may be
issued under the Plan is 50,000 shares.
The Company's 1993 Stock Option Plan (the "1993 SOP") provides for
automatic grants of stock options to non-employee directors. Pursuant to the
1993 SOP, as amended, a Non-Employee Director Stock Option ("NEDSO") for 9,000
shares is granted to each non-employee director automatically every three years
on the date of the Annual Meeting of stockholders. The last such grants were
made on the date of the 1998 Annual Meeting. No grants under the 1993 SOP were
made to non-employee directors during fiscal 1999.
<PAGE>
EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
The following table sets forth individual compensation information for all
services rendered to the Company and its subsidiaries in all capacities during
the periods described below for the individuals who served as Chief Executive
Officer during fiscal 1999 and the four most highly compensated executive
officers (other than the Chief Executive Officer) who were serving as executive
officers at September 30, 1999 (collectively, the "Named Executive Officers").
The following table sets forth compensation information for each of those
individuals for the years ended September 30, 1999, 1998 and 1997.
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
------------------------- -------------
<CAPTION>
Other Annual Securities All Other
Compensation Underlying Compensation
Name & Principal Postion Year Salary($) Bonus($)(1) ($)(2) Options(#) ($)(3)
------------------------- ---- -------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Russell E. Stingel(4) 1999 $175,000 --- --- 4,500 $3,029
Chief Executive Officer and 1998 175,000 --- --- --- 3,133
Chairman of the Board 1997 153,462 $249,038 --- 45,000 3,135
David W. Fradin (5) 1999 $175,000 --- --- 4,500 $7,524
President and Chief 1998 175,000 --- --- --- 3,616
Operating Officer 1997 58,713 $ 25,000 --- 50,000 --
Lawrence W. Swol (6) 1999 $145,530 --- --- 4,000 $5,874
Vice President and General Manager 1998 $ 99,422 $ 20,000 20,000 956
International Operations
Bruce C. Barton (7) 1999 $106,737 --- --- 3,000 $4,523
Vice President and General Manager 1998 $103,680 --- --- --- 3,809
of Newark Operations 1997 $ 93,568 $ 31,052 --- 5,000 3,073
Patricia A. Bird (8) 1999 $ 98,532 --- --- 3,000 $3,008
Corporate Controller 1998 $ 96,512 $ 3,229 --- 3,000 3,229
1997 $ 86,682 23,866 --- 10,000 3,239
</TABLE>
(1) The bonus amounts are payable pursuant to the Company's incentive bonus
plans which are described below under the caption "Report of the
Compensation Committee of the Board of Directors on Executive
Compensation," except for the bonus to Mr. Swol in fiscal 1998 and to Dr.
Fradin in fiscal 1997, which represent hiring bonuses.
<PAGE>
(2) None of the Named Executive Officers received personal benefits in excess
of the lesser of $50,000 or 10% of such individual's reported salary for
fiscal 1999, 1998 and 1997.
(3) The compensation reported represents the Company's matching contributions
made in connection with the Company's 401(k) Profit Sharing Plan.
(4) Mr. Stingel has served as Chairman of the Board since February 1997 and as
a director since October 1996. From July 1996 until his retirement on
September 30, 1999, he was Chief Executive Officer. As a result of Dr.
Fradin's death, he was named Interim Chief Executive Officer on December
12, 1999. From February 1996 to June 1997, Mr. Stingel was also President.
Prior thereto, he was the Executive Vice President, Secretary and General
Manager of the Company.
(5) Dr. Fradin joined the Company in June 1997 when he became President and
Chief Operating Officer. He was appointed Chief Executive Officer and a
director of the Company on October 1, 1999 and served in these positions
until his death on December 11, 1999.
(6) Mr. Swol became Vice President and General Manager - International
Operations in April 1999. He joined the Company in November 1997 as Vice
President/General Manager - Texas.
(7) Mr. Barton became Vice President and General Manager of Newark Operations
in October 1999. From February 1998 until October 1999, he was Vice
President, Technology and Development; from January 1997 until February
1998, he was Director of Technology and Quality; and from January 1996
until January 1997, he was Director Advanced Engineering and Quality.
Prior thereto, he had been Director Advanced Engineering and Senior
Manager Test and Manufacturing Engineering.
(8) Ms. Bird became Corporate Controller in September 1997. Prior thereto,
she held a variety of accounting positions with the Company.
Ms. Bird left the Company on January 14, 2000.
<PAGE>
Options and Stock Appreciation Rights
The following tables summarize option grants and exercises during fiscal
1999 to or by the Named Executive Officers, and the value of the options held by
such person at the end of fiscal 1999. No stock appreciation rights ("SARs")
have ever been granted by the Company.
<TABLE>
OPTION GRANTS IN FISCAL 1999
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
Individual Grants for Option Term(1)
-------------------------- ---------------------------
<CAPTION>
Percent of Total
Exercise or
Number of Securities Options Granted to Exercise or
Underlying Options Employees in Base Price Expiration
Name Granted(#)(2) Fiscal 1999 ($/Share)(3) Date 5%($) 10%($)
---- ------------ ----------- ------------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Russell E. Stingel 4,500 3.66% $3.875 1/17/2006 $12,262 $20,421
David W. Fradin 4,500 3.66% 3.875 1/17/2001 12,262 20,421
Lawrence W. Swol 4,000 3.25% 3.875 1/17/2001 10,900 18,152
Bruce C. Barton 3,000 2.44% 3.875 1/17/2006 8,175 13,614
Patricia A. Bird 3,000 2.44% 3.875 1/17/2006 8,175 13,614
</TABLE>
(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon exercise of the options immediately prior to
the expiration of their term, assuming the specified compounded rates of
appreciation on the Company's Common Stock over the term of the options. This
hypothetical value is based entirely on assumed annual growth rates of 5% and
10% in the value of the Company's stock price over the term of the options
granted in 1999. The assumed rates of growth were selected by the Securities and
Exchange Commission for illustration purposes only, and are not intended to
predict future stock prices, which will depend upon market conditions and the
Company's future performance and prospects. These numbers do not take into
account provisions of certain options providing for termination of the option
following termination of employment, nontransferability or vesting over various
periods.
(2) The options were granted pursuant to the Company's 1993 Stock Option Plan
and vest in four equal installments in 2000, 2001, 2002 and 2003.
(3) The option exercise price may be paid in Common Stock of the Company owned
by the executive officer, in cash, or by a combination of these methods.
<PAGE>
(4) Percentage indicated is based upon a total of 123,000 options granted to
eighty (80) employees in fiscal 1999.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND
FISCAL 1999 YEAR-END OPTION VALUES
Value of Unexercised
Number of Securities Underlying In-the-Money
Unexercised Options Options At
At September 30, 1999(#) September 30, 1999 ($)(2)
------------------------ -------------------------
<CAPTION>
Shares Acquired Value
Name Exercise(#) Realized($)(1) Exercisable Unexercisabe Exercisable Unexercisable
- ---------------- --------- -------------- ----------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Russell E. Stingel -- -- 42,250 27,000 -- --
David W. Fradin -- -- 25,000 29,500 -- --
Lawrence W. Swol -- -- 5,000 19,000 -- --
Bruce C. Barton -- -- 27,500 5,500 -- --
Patricia A. Bird -- -- 21,500 9,500 -- --
</TABLE>
(1) An individual, upon exercise of an option, does not receive cash equal to
the amount contained in the Value Realized column of this table. Instead, the
amounts contained in the Value Realized column reflect the increase in the price
of the Company's Common Stock from the option grant date to the option exercise
date. Value is calculated based on the difference between the option price and
closing market price of the Common Stock on the date of exercise multiplied by
the number of shares to which the exercise relates. No cash is realized until
the shares received upon exercise of an option are sold.
(2) The closing price for the Company's Common Stock as reported by the Nasdaq
National Market on September 30, 1999 was $2.625. Value is calculated on the
basis of the difference between the option price and $2.625 multiplied by the
number of shares of Common Stock underlying the option. An option is
in-the-money if the market value of the Common Stock subject to the option
exceeds the option price. At September 30, 1999, no option held by any of the
Named Executive Officers was in-the-money.
Executive Employment Contracts; Retirement Agreements; Termination of Employment
and Change-in-Control Agreements
Employment Agreement/Death Benefit
The Company entered into a letter agreement of employment with David W.
Fradin, dated June 10, 1997 and amended as of May 1, 1998, pursuant to which Dr.
Fradin was employed by the Company as President and Chief Operating Officer at
an annual base salary of $175,000 or such increased amount as the Board may
determine from time to time. Upon the commencement of his employment, Dr. Fradin
<PAGE>
received a hiring bonus of $25,000. The agreement includes: confidentiality and
non-compete provisions; participation in the Company's bonus and benefit plans;
reimbursement of certain relocation expenses; an option grant of 50,000 shares;
the payment of premiums of term life insurance in the face amount of $525,000; a
severance payment upon termination of employment (i) by the Company for any
reason other than cause or change-in-control or (ii) by Dr. Fradin for "good
reason", in an amount equal to his annual base salary; and a severance payment
upon termination of employment under certain circumstances in the event of a
change-in-control of the Company (see "Change-in-Control Agreements"). On
October 1, 1999, Dr. Fradin was appointed Chief Executive Officer, and his base
salary was increased to $200,000. As of that date, he also received an option
for 5,000 shares at an exercise price of $2.375 per share, the fair market value
of the Company's Common Stock on the Date of Grant. Following Dr. Fradin's death
on December 11, 1999, the Board approved the payment of six months of salary
continuation from the date of his death, for an aggregate of $100,000, and
accelerated the vesting of options for 34, 500 shares, which options can be
exercised by his Estate up to one year from the date of his death.
Retirement and Deferred Compensation Agreement
Mr. Stingel retired from the Company on September 30, 1999. Pursuant to
the terms of an agreement between Mr. Stingel and the Company regarding Mr.
Stingel's retirement, and in appreciation for his dedication during his 22 years
of service with the Company, the Company has agreed to pay Mr. Stingel a bonus
for past services in the amount of $131,250, payable in installments from
October 1, 1999 through September 30, 2000 on the normal payroll dates for the
Company. In addition, pursuant to the agreement, the vesting of all of Mr.
Stingel's outstanding unvested options was accelerated as of September 30, 1999,
and such options are exercisable by Mr. Stingel at any time prior to the
expiration of any such options in accordance with their terms. Under the terms
of the agreement, the Company has also agreed to (i) provide Mr. Stingel with
continued health benefits until October 1, 2002, (ii) forgive a loan made to Mr.
Stingel on August 21, 1998 in the amount of $37,462.40 and forgive all interest
accrued thereon, (iii) transfer to Mr. Stingel a certain life insurance policy
which the Company owned on his life after a one-time prepayment of premium by
the Company in the sum of $50,000, thereby providing Mr. Stingel with a paid-up
life insurance policy in the amount of $250,000, and (iv) transfer to Mr.
Stingel the ownership of a Company-owned automobile currently used by Mr.
Stingel and continue to pay all operating costs associated with the automobile
until October 1, 2000. The agreement also contains provisions relating to
confidentiality and non-competition and the providing of advisory services by
Mr. Stingel for a one-year period.
<PAGE>
As result of Dr. Fradin's death, Mr Stingel
was named Interim Chief Executive Officer on December 12, 1999. During the
period he is serving as such, he will receive a salary at his prior annual rate
of $175,000 and payments under the Retirement and Deferred Compenation Agreement
will be deferred until such time as he ceases to be Interim Chief Executive
Officer.
Change-in-Control Agreements
The Company has entered into Change-in-Control Agreements with Mr. Swol,
Mr. Barton and certain other vice presidents to assure the Company of the
continued services of those executives to the Company in an effective manner
without distraction by reason of a change-in-control of the Company. The
agreements provide that in the event of the termination of the executive's
employment within the two-year period following a Change-in-Control (as defined
below) of the Company, and such termination is (i) by the Company for any reason
other than Termination for Cause (as defined below) or (ii) by the executive if
the executive terminates such employment for Good Reason (as defined below), the
Company will pay the executive over a period of 18 months an amount equal to the
the sum of (x) the executive's monthly salary at the annual rate then in effect
and (y) the monthly average of the annual bonus paid to the executive under the
Company's current Incentive Plan or any successor plan in the three full fiscal
years preceding termination. In addition, the executive will be immediately
vested in any retirement, incentive or option plans then in effect and the
Company will continue to provide the executive with executive's then current
health, dental, life and accidental death and dismemberment insurance benefits
for a period of 18 months. Similar agreements had been entered into with Mr.
Stingel and Dr. Fradin, except that the amount of the severance payments
computed under the foregoing formula would have been multiplied by 2.9 and
would have been paid over a period of three years. Continuation of benefits
would have been paid over a period of three years rather than 18 months.
If any payments to the executive are considered "excess parachute
payments" as defined in Section 280G of the Internal Revenue Code, the payments
will be reduced to avoid such a characterization.
Certain Definitions. As used in the foregoing agreements and
arrangements:
(a) Change-in-Control generally means (i) the acquisition of 15% of the
Company's voting securities by any person other than Heartland Advisors, Inc. or
other than any other person who has reported or is required to report ownership
on Schedule 13G under the Securities Exchange Act of 1934, or (ii) a change of
1/3 of the incumbent Board of Directors without the prior approval of the
members of the incumbent Board of Directors, or (iii) the merger or
<PAGE>
consolidation of the Company with another corporation where the shareholders of
the Company would not, immediately after the merger or consolidation, own at
least 50% of the voting securities of the corporation issuing the cash or
securities in the merger or consolidation, or (iv) the sale of substantially all
of the assets of the Company.
(b) Termination for Cause generally means the termination of the
employment of the executive because the executive has failed or refused to
perform such services as may reasonably be delegated to the executive consistent
with the executive's position, or has been grossly negligent in connection with
the performance of the executive's duties, or has committed acts involving
dishonesty, willful misconduct, breach of fiduciary duty, fraud, or any similar
offense which materially affects the executive's ability to perform the
executive's duties for the Company or may materially adversely affect the
Company or has been convicted of a felony or has violated or breached any
material term, covenant or condition contained in any employment,
confidentiality and/or non-competition agreement between the Company and the
executive.
(c) Good Reason generally means an executive's annual rate of salary is
reduced from the annual rate then currently in effect or the executive's other
benefits are in the aggregate materially reduced from those then currently in
effect (unless such reduction of employee benefits applies generally to all
employees of the Company), or the executive's place of employment is moved from
its then current locations or the executive is assigned duties that are
demeaning or are otherwise materially inconsistent with the duties then
currently performed by the executive.
Certain Transactions
Justin L. Vigdor, a director and Assistant Secretary of the Company, is a
member of Boylan, Brown, Code, Vigdor & Wilson, LLP, and Martin S. Weingarten,
Secretary of the Company, is of counsel to that firm, which provided legal
services to the Company in fiscal 1999.
During the fiscal year ended September 30, 1999, Don Allen Agency, of
which Robert P. B. Kidd, a director of the Company, is a broker, was paid
approximately $1,563,362 in insurance premiums. All of said premiums are
believed by the Company to be comparable to those which would have been paid to
an unaffiliated third party.
Any future transactions with the Company's officers, directors, affiliates
or controlling stockholders will be on terms no less favorable than could be
obtained from unaffiliated third parties, and must be approved by a majority of
the directors of the Company, including a majority of the independent
disinterested directors of the Company.
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934 that might incorporate future filings, including this Proxy
Statement, in whole or in part, the following Performance Graph and the Report
of the Compensation Committee of the Board of Directors on Executive
Compensation shall not be incorporated by reference into any such filings.
<TABLE>
CORPORATE PERFORMANCE GRAPH
<CAPTION>
2/11/93 1993 1994 1995 1996 1997 1998 1999
------- ------- ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
COMPANY................. 100 92.31 107.69 69.23 54.81 150.96 38.46 20.19
NASDAQ.................. 100 106.44 104.28 133.50 167.40 230.00 231.11 374.69
PEER INDEX.............. 100 106.19 85.76 142.38 180.32 172.74 128.93 196.21
----------
</TABLE>
(1) Assumes $100 invested on February 11, 1993, the date on which the Company's
became publicly traded, in the Common Stock, the NASDAQ Market Index and a
Company contructed peer group index.
(2) The Company constructed peer group consist of Solectron Corp., SCI Systems
Inc., Plexus Corp., and Benchmark Electronics Inc.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee"),
consisting entirely of non-employee directors (W. Barry Gilbert, David Beaubien
and Thomas W. Folger), approves all of the policies under which compensation is
paid or awarded to the Company's executive officers, presently comprising the
Named Executive Officers and two additional individuals.
The Company's executive compensation policy is intended (i) to support the
attainment of the Company's long and short-term strategic and financial
objectives; (ii) to provide a competitive total compensation program that
enables the Company to attract, motivate and retain the key executives needed to
accomplish the Company's goals; (iii) to provide variable compensation
opportunities that are directly related to the performance of the Company; (iv)
to align executive compensation with growth in stockholder value; and (v) to
recognize and reward executives for their contributions and commitment to the
growth and profitability of the Company. The Compensation Committee believes
this policy is generally best accomplished by providing a competitive total
compensation package, a significant portion of which is variable and at risk and
related to established performance goals.
The Company's compensation program for executive officers is comprised of
the following key elements: base salary, annual cash incentives and equity based
incentives. Salary and annual incentive payments are mainly designed to reward
current and past performances. Equity based incentives are primarily designed to
provide strong incentives for long-term future performance. The components of
the compensation program for executives are described below.
Base Salary
Base salaries for executive officers are determined by evaluating the
responsibilities of the position and comparing it with other executive officer
positions in comparable companies. Base salaries are normally reviewed annually.
Salary adjustments, if any, are then made by the Committee based upon the
Company's performance and the individual's contribution to that performance. In
structuring the compensation package, it has been the Committee's policy to
emphasize bonuses based upon Company performance rather than increases in base
salary. Accordingly, the base salaries of the executive officers remain below
the market median. In fiscal 1999, no adjustments were made to the salaries of
Mr. Stingel or Dr. Fradin. However, during the fiscal year, salary adjustments
were made for other executive officers in order to bring their salaries closer
to the market median. Upon Dr. Fradin's appointment as Chief Executive Officer
on October 1, 1999, his base salary was increased from $175,000 to $200,000.
<PAGE>
Annual Incentive
A substantial portion of each executive officer's compensation is variable
and tied to Company performance. The annual incentive program normally consists
of three bonus plans: the General Incentive Compensation Plan (the "GICP"), the
Key Employee Incentive Plan (the "KEIP"), and the Top Executive Bonus Plan (the
"TEBP"). The amount of the Company's contribution to each plan is generally made
in accordance with certain formulae based upon earnings and return on average
assets. No bonus pools were established under any of the Company's bonus plans
during fiscal 1999, and no bonuses were paid under any of the bonus plans due to
the Company's performance.
Equity Based Incentives
Executive officers and other key employees also receive grants of stock
options pursuant to the Company's stock option plan. Stock option grants are
discretionary and reflect the current performance and continuing contribution of
the individual to the success of the Company. The Committee is responsible for
determining, subject to the terms of the Plan, the individuals to whom grants
should be made, the time of grants and the number of shares subject to each
option. Stock options are granted with an exercise price equal to the fair
market value of the Company's Common Stock on the day of grant. Any value
received by the executive from an option grant depends completely upon increases
in the price of the Company's Common Stock. Consequently, the full value of an
executive's compensation package cannot be realized unless an appreciation in
the price of the Company's Common Stock occurs over a period of years.
There is no established grant cycle for executive officers; rather, grants
are made on an intermittent basis reflecting a discretionary assessment of
future contributions to the longer term growth of the Company and the need to
provide a competitive retention incentive. For the fiscal year ending September
30, 1999, stock grants were made to those executive officers listed on the
Summary Compensation Table and to certain other executive officers.
Chief Executive Officer Compensation
Mr. Stingel's compensation for fiscal 1999 was determined in accordance
with the executive compensation policies described above. As noted above, he did
not receive an increase in his base salary for fiscal 1999 nor did he receive
any bonus. Along with other executive officers, he received a stock option on
January 18, 1999 for 5,000 shares of the Company's Common Stock at an exercise
price of $3.875, the fair market value of the Company's Common Stock on the Date
of Grant.
<PAGE>
Tax Considerations
Section 162(m) of the Internal Revenue Code generally limits the corporate
tax deduction for compensation paid to the Named Executive Officers to
$1,000,000 each. However, compensation is exempt from this limit if it qualifies
as "performance based compensation." The Compensation Committee has carefully
considered the impact of this tax code provision and its normal practice is to
take such action as is necessary to preserve the Company's tax deduction. The
Company's 1993 Stock Option Plan complies with the provisions of Section 162(m).
Accordingly, any gains realized upon the exercise of stock options granted under
said Plan will qualify as "performance-based compensation" and will be fully
deductible by the Company.
Although the Compensation Committee will continue to consider
deductibility under Section 162(m) with respect to future compensation
arrangements with executive officers, deductibility will not be the sole factor
used in determining appropriate levels or methods of compensation. Since Company
objectives may not always be consistent with the requirements for full
deductibility, the Company may enter into compensation arrangements under which
payments are not deductible under Section 162(m). It is not expected that the
compensation of any executive officer will exceed $1,000,000 in fiscal 2000.
Compensation Committee
W. Barry Gilbert, Chairman
David J. Beaubien
Thomas W. Folger
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee consist of Messrs. W. Barry
Gilbert (Chairman), Thomas W. Folger and David Beaubien. Each member is a
non-employee director and does not have any direct or indirect material interest
in or relationship with the Company outside of his position as director.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") reports of ownership and changes in
ownership of common stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
<PAGE>
SEC regulations require the Company to identify any one who filed a
required report late during the most recent fiscal year. Based solely on review
of the copies of such reports furnished to the Company and written
representations that no other reports were required during the fiscal year ended
September 30, 1999, the Company believes that, during the 1999 fiscal year, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP have been the Company's independent public accountants
since June 1979, and have been retained by the Board of Directors for the
current year.
It is anticipated that representatives of Arthur Andersen LLP will be
present at the Annual Meeting and they will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at the
Annual Meeting, but if other matters properly come before the meeting, the
persons named as Proxies in the enclosed Proxy will vote according to their best
judgment. Stockholders are requested to date and sign the enclosed Proxy and to
mail it promptly in the enclosed postage-paid envelope. If you attend the Annual
Meeting, you may revoke your Proxy at that time and vote in person, if you wish.
Otherwise your Proxy will be voted for you.
THE COMPANY WILL MAKE AVAILABLE AT NO COST, UPON THE WRITTEN REQUEST OF A
STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL
YEAR ENDED SEPTEMBER 30, 1999 (WITHOUT EXHIBITS) AS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. COPIES OF EXHIBITS TO THE COMPANY'S FORM 10-K WILL BE
MADE AVAILABLE, UPON WRITTEN REQUEST OF A STOCKHOLDER AND THE PAYMENT TO THE
COMPANY OF THE REASONABLE COSTS OF REPRODUCTION AND MAILING.
By Order of the Board of Directors
Martin S. Weingarten, Secretary
DATED: January 27, 2000
Newark, New York
<PAGE>
PROXY PROXY PROXY
IEC ELECTRONICS CORP.
ANNUAL MEETING OF STOCKHOLDERS
WEDNESDAY, FEBRUARY 23, 2000
The undersigned, revoking all prior proxies, hereby appoints Russell E. Stingel
and Justin L. Vigdor, and either one of them with full power of substitution, as
proxies to vote for the undersigned, in the name of the undersigned, all of the
Common Stock of IEC Electronics Corp. (the "Company") of the undersigned, as if
the undersigned were personally present and voting at the Company's Annual
Meeting of Stockholders to be held at HSBC, One HSBC Plaza, Rochester, New York
on February 23, 2000 at 10:30 a.m. (the "Annual Meeting"), and at any and all
adjournments thereof, upon the following matters:
(Continued and to be signed on reverse side)
<PAGE>
<TABLE>
- ----------------------------------------------------------------------------
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 ELECTION OF THE NOMINEES FOR DIRECTORS SPECIFIED IN THE PROXY STATEMENT.
<S> <C>
1. Election of eight (8) directors (INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)
FOR all nominees WITHHOLD
listed to the right AUTHORITY
(except as marked to the to vote for all nominees David J. Beaubien, Thomas W. Folger, W. Barry Gilbert, Robert P. B. Kidd
contrary) listed to the right Eben S. Moulton, James C. Rowe, Russell E. Stingel,Justin L. Vigdor
__ __
[__] [__]
2. Transaction of such other business as may property
come before the meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
Dated: , 2000
----------------------------
---------------------------------------
Signature
---------------------------------------
Signature
IMPORTANT: Sign the Proxy exactly as
your name or names appear on your
Common Stock certificate; in the case
of Common Stock held in joint tenancy,
each joint tenant must sign.
Fiduciaries should indicate their full
titles and the capacity in which they
sign. Please complete, sign, date and
return this Proxy promptly in the
enclosed envelope.
</TABLE>
