SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definite Additional Materials
[ ] Soliciting Material Pursuant to
ss Rule 14a-11(c) or Rule 14a-12
Anaren Microwave, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transactions applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transactions 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 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>
ANAREN MICROWAVE, INC.
6635 Kirkville Road
East Syracuse, New York 13057
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 6, 1995
-----------------
To the Holders of the Common Stock:
PLEASE TAKE NOTICE, that the annual meeting of stockholders of Anaren
Microwave, Inc. (the "Company") will be held on December 6, 1995 at 11:00 a.m.
Eastern Standard Time at the Syracuse Marriott, 6302 Carrier Parkway, East
Syracuse, New York 13057, for the following purposes:
(1) To elect seven directors, for the term of one year and until their
successors have been elected and qualified;
(2) To approve the adoption by the Company of the Anaren Microwave, Inc.
Incentive Stock Option Plan; and
(3) To transact such other business as may be properly brought before the
meeting.
Stockholders of record as of the close of business on October 20, 1995 will
be entitled to notice of and to vote at the meeting.
Enclosed is the annual report for the fiscal year ended July 1, 1995, along
with a proxy statement and proxy. Stockholders who do not expect to attend the
Annual Meeting are requested to sign and return the proxy in the enclosed
envelope.
By Order of the Board of Directors
William J. Mackay
Secretary
Dated: October 27, 1995
East Syracuse, New York
<PAGE>
ANAREN MICROWAVE, INC.
6635 Kirkville Road
East Syracuse, New York 13057
----------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To be Held on December 6, 1995
This Proxy Statement is being mailed on or about October 27, 1995, to the
stockholders of Anaren Microwave, Inc. ("Anaren" or the "Company") in connection
with the solicitation, by order of its Board of Directors, of proxies to be used
at the Annual Meeting of stockholders of the Company. The meeting will be held
on December 6, 1995 at 11:00 a.m.
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at any time prior to its exercise by (i) submitting a subsequently
dated proxy; or (ii) by filing written notice of such revocation with the
Secretary of the meeting. Both of the proposals will be presented by the Board
of Directors of the Company. Where a choice is specified with respect to either
of the proposals, the shares represented by the proxy will be voted in
accordance with the specifications made. Where a choice is not so specified, the
shares represented by the proxy will be voted to elect the nominees for director
named herein and to approve the adoption of the Company's Incentive Stock Option
Plan.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The only class of securities of the Company entitled to vote are its Common
Shares ($.01 par value), of which each share is entitled to one vote.
Stockholders of record entitled to notice of and to vote at the meeting will be
determined as of the close of business on October 20, 1995. At that date there
were outstanding and entitled to vote a total of 4,059,742 shares of common
stock of the Company; a total of 2,029,872 shares present in person or by proxy
will be required to constitute a quorum.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Set forth below is information concerning persons known to the Company to
own 5% or more of the common stock of the Company, as of October 20, 1995.(1)
Title of Name and Address of Amount Beneficially Percentage
Class Beneficial Owner Owned of Class
------- ------------------- ------------------ ----------
Common Stock Global Securities, Inc. 1,307,800 30.60%
P.O. Box 560
Sudbury, MA 01776
Common Stock Carl W. Gerst, Jr. 360,356(2) 8.40%
c/o Anaren Microwave, Inc.
6635 Kirkville Road
East Syracuse, NY 13057
Common Stock Dimensional Fund 227,300(3) 5.30%
Advisors Inc.
1299 Ocean Avenue
Santa Monica, CA 90401
- ----------
(1) The information regarding Dimensional Fund Advisors, Inc. ("Dimensional")
is as of June 30, 1995.
(2) Includes 42,756 shares held in trust for, or owned by, Mr. Gerst's family
and relatives and includes 75,000 shares which Mr. Gerst has the right to
acquire within 60 days pursuant to outstanding stock options.
<PAGE>
(3) Dimensional, a registered investment advisor, is deemed to have beneficial
ownership of 227,300 shares of the Company's common stock as of June 30,
1995, all of which shares are held in portfolios of DFA Investment
Dimensions Group, Inc., a registered open-end investment company, (the
"Fund") or in series of The DFA Investment Trust Company, a Delaware
business trust, (the "Trust"), or the DFA Group Trust and the DFA
Participating Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional serves as investment manager.
Dimensional disclaims beneficial ownership of all such shares. Dimensional
has sole dispositive power with respect to all 227,300 shares and sole
voting power with respect to 140,300 of such shares. Dimensional does not
share voting power or dispositive power with respect to any of the shares.
Persons who are officers of Dimensional also serve as officers of the Fund
and the Trust, each an open-end management investment company registered
under the Investment Company Act of 1940. In their capacities as officers
of the Fund and the Trust, these persons vote 69,400 additional shares
which are owned by the Fund and 17,600 shares which are owned by the Trust
(both included in sole dispositive power).
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of October 20, 1995, with
respect to the beneficial ownership of the Company's common stock by each
director or nominee for director, and by all directors and officers as a group.
Amount Owned
Name of Beneficially Percentage
Title of Class Beneficial Owner and of Record of Class
-------------- --------------- -------------- ---------
Common Stock ............. Hugh A. Hair 208,800(1) 4.90%
Carl W. Gerst, Jr. 360,356(2) 8.40%
William J. Mackay 40,100(3) * %
Abraham Manber 916 * %
Lawrence A. Sala 20,200(4) * %
Dale F. Eck -0- -0- %
Herbert I. Corkin 7,500(5) * %
All Directors and Officers 680,362(1)(2)(3) 15.90%
as a Group (9 persons) .................... (4)(5)(6)
- ----------
* Indicates less than 1%
(1) Includes 75,000 shares which Mr. Hair has the right to acquire within 60
days pursuant to outstanding stock options, but does not include 3,900
shares owned by Mr. Hair's relatives.
(2) Includes 42,756 shares held in trust for, or owned by, Mr. Gerst's family
and relatives and includes 75,000 shares which Mr. Gerst has the right to
acquire within 60 days pursuant to outstanding stock options.
(3) Includes 40,100 shares owned by Mr. Mackay jointly with his wife.
(4) Includes 20,000 shares which Mr. Sala has the right to acquire within 60
days pursuant to outstanding stock options.
(5) Does not include 1,307,800 shares owned by Global Securities, Inc.
("Global"), as to which Mr. Corkin, the owner of 24% of the capital stock
of Global, disclaims beneficial ownership.
(6) Includes 209,500 shares which all directors and officers as a group have
the right to acquire within 60 days pursuant to outstanding stock options.
NOMINATION AND ELECTION OF DIRECTORS
Seven directors are to be elected for the ensuing year and until their
successors are elected and qualified. The shares represented by the enclosed
proxy will be voted for the nominees for directors set forth herein who shall
constitute the entire Board of Directors. If any nominee for director should be
unavailable to serve, it is intended that such shares will be voted for such
substitute nominee as may be determined by the Board of Directors. All nominees
for director set forth herein have consented to serve, and the Company's Board
of Directors believes they will serve, as directors.
2
<PAGE>
Set forth below are the persons who will be nominated as directors. The
information contained herein with respect to the principal occupation or
employment of any person not employed by Anaren and the information with regard
to beneficial ownership of securities of all nominees has been furnished to the
Company by the respective nominees for director.
Principal Occupation,
Name, Age, Nature of Positions and Year First Experience
Offices Held with the Company Became Director and Other Directorships
------------------------------ --------------- ------------------------
Hugh A. Hair, 60 ................. 1968 Mr. Hair has been actively
Chief Executive Officer, engaged in the Company's
Chairman of the Board business since its
founding. Mr. Hair served
as President of the
Company from its founding
until May 1995 and has
served as Chief Executive
Officer and Chairman of
the Board for more than
the past five years.
Carl W. Gerst, Jr., 58 ........... 1968 Mr. Gerst has been
Chief Technical Officer, actively engaged in the
Treasurer, Vice Chairman Company's business since
of the Board its founding. Mr. Gerst
served as Executive Vice
President from the
Company's founding until
May 1995 when he became
Chief Technical Officer
and Vice Chairman of the
Board. Mr. Gerst has also
served as Treasurer since
May, 1992.
Lawrence A. Sala, 32 ............. 1995 Mr. Sala has been
President and Director President of the Company
since May 1995. Mr. Sala
has held various
engineering and
management positions with
the Company since 1984
and was most recently,
Vice President of
Marketing.
William J. Mackay, 87 ............ 1968 Mr. Mackay has been a
Secretary and Director practicing attorney in
New York since 1941. He
is a member of the firm
of Mackay, Caswell &
Callahan, counsel to the
Company.
Abraham Manber, 66 ............... 1971 Mr. Manber was President
Director of Amtech Patent
Licensing Corp. from 1979
until his retirement in
March 1993.
Herbert I. Corkin, 72 ............ 1989 Mr. Corkin has been
Director Chairman and Chief
Executive Officer of The
Entwhistle Company, a
defense contractor, since
1954. Mr. Corkin also
served as President of
The Entwhistle Company
from 1954 until December
1993.
Dale F. Eck, 52 .................. 1995 Mr. Eck has been Vice
Director President of Finance,
Treasurer and a Director
of The Entwhistle Company
since 1978.
3
<PAGE>
Certain Relationships and Related Transactions
On September 8, 1994, the Board of Directors authorized $1,500,000 in
funding for repurchases by the Company of its common stock at market prices,
either through open market or privately negotiated transactions. Pursuant to
such authorization, on September 23, 1994, the Company repurchased from Global
400,000 shares of its common stock in a privately negotiated transaction, at a
price of $3.00 per share. The closing sale price of the Company's common stock
on September 22, 1994 was $3.0625. Immediately prior to the repurchase, Global
owned approximately 38% of the common stock of the Company. Herbert I. Corkin, a
director of the Company, owns 24% of the capital stock of Global.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Summary of Cash and Certain Other Compensation
The following table sets forth compensation paid to the Company's Chief
Executive Officer and next most highly compensated executive officer for the
Company's last three fiscal years and compensation paid to the other named
executive officers for the fiscal year in which they became executive officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
Annual -----------
Compensation Securities
------------ Underlying All Other
Salary Options(6) Compensation(7)
Name and Principal Position Year ($) (#) ($)
--------------------------- ---- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Hugh A. Hair,
Chief Executive Officer and Chairman (1) . 1995 $225,000 0 $10,521
1994 225,000 0 9,874
1993 225,000 0 7,446
Carl W. Gerst, Jr.,
Chief Technical Officer, Vice Chairman and
Treasurer(2) ........................... 1995 225,000 0 8,363
1994 225,000 0 8,313
1993 225,000 0 5,967
Lawrence A. Sala, President (3) .......... 1995 88,195 40,000 1,323
Gert R. Thygesen,
Vice President of Operations(4) .......... 1995 112,736 30,000 1,691
Joseph E. Porcello,
Vice President of Finance (5) ............ 1995 76,752 20,000 1,151
</TABLE>
- ----------
(1) Mr. Hair had also served as the Company's President until May 1995.
(2) Mr. Gerst had served as the Company's Executive Vice President until May
1995 when he was elected Chief Technical Officer.
(3) Mr. Sala had served as the Company's Vice President of Marketing until May
1995 when he was elected President. Mr. Sala's current annual salary is
$120,000.
(4) Mr. Thygesen had served as the Company's Operations Manager until May 1995
when he was elected Vice President of Operations.
(5) Mr. Porcello had served as the Company's Director of Finance until May 1995
when he was elected Vice President of Finance.
4
<PAGE>
(6) The table reflects the number of shares which are subject to incentive
stock options granted to Messrs. Sala, Thygesen and Porcello pursuant to
the Company's Incentive Stock Option Plan (the "ISOP"), which was adopted
by the Board on May 15, 1995, subject to approval of the ISOP by the
stockholders at the Annual Meeting. See "Proposal to Approve the Incentive
Stock Option Plan," below.
(7) All Other Compensation consists of contributions to the Company's 401(k)
Salary Savings Plan and, with respect to Messrs, Hair and Gerst,
reimbursement for premiums on life insurance policies owned by such
executive officers.
Fiscal Year Option Grants
The following table sets forth certain information regarding grants of
stock options made during the last fiscal year to the named executive officers,
including information as to potential realizable value of such options at
assumed annual rates of stock price appreciation for the ten-year terms of the
options. The stock options were granted pursuant to the Company's ISOP, subject
to approval of the ISOP by the stockholders at the Annual Meeting.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------
Percent
of Total Potential Realizable Value
Number of Options at Assumed Annual Rates
Securities Granted to of Stock Price Appreciation
Underlying Employees Exercise or for Option Term(1)
Options in Fiscal Base Price Expiration --------------------------
Name Granted Year ($/sh) Date 5%($) 10%($)
----- ---------- ---------- ---------- --------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Hugh A. Hair ........... 0 0% $ 0 N/A $ 0 $ 0
Carl W. Gerst, Jr. ..... 0 0% 0 N/A 0 0
Lawrence A. Sala ....... 40,000 40% 4.125 5/16/05 103,767 262,968
Gert R. Thygesen ....... 30,000 30% 4.125 5/16/05 77,826 197,227
Joseph E. Porcello ..... 20,000 20% 4.125 5/16/05 51,884 131,484
</TABLE>
Outstanding Unexercised Option Values
The following table sets forth certain information with respect to
unexercised options held by the named executive officers at fiscal year end.(1)
Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of Securities Underlying Value of In-the-Money
Unexercised Options at July 1, 1995 Options At July 1, 1995(2)
----------------------------------- -----------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
----- ---------- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Hugh A. Hair ............ 75,000 -0- $208,125 -0-
Carl W. Gerst, Jr. ...... 75,000 -0- 208,125 -0-
Lawrence A. Sala ........ 20,000 40,000 74,625 85,000
Gert R. Thygesen ........ 25,000 30,000 76,125 63,750
Joseph E. Porcello ...... 14,500 20,000 36,375 42,500
</TABLE>
- ----------
(1) Neither Mr. Hair nor Mr. Gerst exercised any options during the Company's
last fiscal year. The options granted to Messrs. Sala, Thygesen and
Porcello were granted subject to stockholder approval of the ISOP at the
Annual Meeting.
(2) Amount represents the difference between the aggregate exercise price of
the options and a $6.25 market price of the underlying common stock on July
1, 1995.
5
<PAGE>
Pension Plan
The Company maintains a non-contributory Pension Plan for the benefit of
all employees over the age of 23 who have completed one year of service and who
are not covered by any other retirement plan sponsored by a recognized
bargaining unit. The Company pays all amounts required to provide retirement
income benefits. The Pension Plan provides fixed benefits to be paid upon
retirement at a specific age. Pension expense, including amortization of prior
service cost over 30 years, was $182,358 for fiscal 1995.
The table below illustrates the annual benefit that would be payable to
executive officers of the Company who are at least 65 years of age at
retirement, based on the formula in effect after June 30, 1992 and the ERISA
limits on compensation and benefits. For illustration purposes, the table
assumes all years of service under the current Pension Plan formula.
Pension Plan Table
Final
Average Annual Estimated Annual Pension Payable
Compensation Based on Years of Service Indicated
- --------------- -----------------------------------------------------------
15 Years 20 Years 25 Years 30 Years 35 Years
-------- -------- -------- -------- --------
$100,000 ..... $11,250 $15,000 $18,750 $22,600 $26,250
125,000 ..... 14,063 18,750 23,438 28,125 32,813
150,000 ..... 16,875 22,500 28,125 33,750 39,375
175,000 ..... 16,875 22,500 28,125 33,750 39,375
200,000 ..... 16,875 22,500 28,125 33,750 39,375
225,000 ..... 16,875 22,500 28,125 33,750 39,375
250,000 ..... 16,875 22,500 28,125 33,750 39,375
275,000 ..... 16,875 22,500 28,125 33,750 39,375
Under the terms of the Pension Plan, each member who is at least 65 years
of age at his retirement is entitled to a Normal Retirement Benefit. The
Compensation used in determining the Pension Plan benefit for executive officers
is based upon their annual salary as shown on the Summary Compensation Table.
The Normal Retirement Benefit is determined as follows:
A. 0.60% of average of highest five consecutive year's Compensation from
date of employment to June 30, 1992 times Benefit Service to June 30,
1992; plus
B. 0.75% of Compensation for each year of Benefit Service thereafter;
but not less than the accrued benefit under the prior plan at June 30,
1992.
Employees who have attained at least twelve years of service and are at
least 55 years of age can retire and receive a proportionately reduced benefit.
Under ERISA, the maximum annual benefit payable at age 65 is $120,000. The
maximum compensation that could be considered for all participants, including
the Company's executive officers, Messrs. Hair, Gerst, Sala, Thygesen and
Porcello is $150,000 for 1995. These benefit and compensation limits are indexed
to increases in the Consumer Price Index.
The credited years of service as of July 1, 1995 under the Pension Plan for
each of Messrs. Hair and Gerst are 23, and for Messrs. Sala, Thygesen and
Porcello are 10, 14 and 18 respectively.
6
<PAGE>
Change-in-Control Arrangements
The Company has maintained since November, 1988, a plan for severance
compensation to employees after a hostile takeover. The plan defines a hostile
takeover to include, among others, the following events, if not approved by
two-thirds of the members of the Board of Directors in office immediately prior
to any such event: (1) the election of directors not nominated by the Board of
Directors; or (2) a business combination, such as a merger. All full-time
employees who had completed at least two years of continuous employment with the
Company on the effective date of the plan became participants in the plan. After
the effective date, nonparticipating full-time employees become participants as
they complete two years of continuous full-time employment with the Company. A
severance benefit is payable under the plan if a participant's employment with
the Company terminates, voluntarily or involuntarily, within two years after a
hostile takeover for reasons such as reduction in compensation, discontinuance
of employee benefit plans without replacement with substantially similar plans,
change in duties or status, certain changes in job location and involuntary
termination of employment for reasons other than just cause. For participants
who have completed two but less than five years, the benefit is equal to the
employee's annual compensation during the year immediately preceding the
termination of employment. For employees who have completed five or more years
of continuous full-time employment, the benefit is equal to two and nine-tenths
times the employee's annual compensation during the 12 months ending on the date
of termination of employment, but may not exceed 2.99 times average annual
compensation during the preceding five years. Annual compensation is defined for
purposes of the plan as the amount of employee's wages, salary, bonuses and
other incentive compensation. Benefits are payable in lump sum not less than ten
days after termination of employment.
To date, the Company is not aware of any event which would trigger the
provisions of the Severance Plan.
Compensation of Directors
The Company currently pays each outside director $7,500 per year and
reimburses reasonable expenses incurred in attending directors meetings.
Compensation Committee Interlocks and Insider Participation
William J. Mackay, a member of the Compensation Committee of the Board of
Directors, has served as the Company's General Counsel and Secretary since 1968.
During the fiscal year ended July 1, 1995, the law firm of Mackay, Caswell &
Callahan, of which Mr. Mackay is a member, rendered legal services to the
Company.
Board Compensation Committee Report on Executive Compensation
The Compensation Committee (the "Committee") of the Board of Directors
consists of the Company's four outside directors. The Committee reviews and
determines executive compensation for the Company's five executive officers on
an annual basis. The Committee has implemented an executive compensation
philosophy that seeks to relate executive compensation to corporate performance,
individual performance and creation of shareholder value. Historically, this has
been achieved through compensation programs which focus on both short and long
term results.
7
<PAGE>
In accordance with the Committee's executive compensation philosophy, the
major components of executive compensation have been base salary and stock
option grants. Option grants had been made pursuant to the Company's former
Incentive Stock Option Plan which expired pursuant to its terms in October 1991,
and have and may in the future be made pursuant to the ISOP, which was adopted
by the Board on May 15, 1995 subject to stockholder approval of the ISOP at the
Annual Meeting.
Salaries for executive officers are based on current individual and
organizational performance, affordability and competitive market trends. For
purposes of informing the Committee of competitive trends within the electronics
industry, the compensation data from the American Electronics Association
Compensation Survey is made available to the Committee. The salary trend data
used represents companies with similar sales volume within the electronics
industry, and the Company's executive officer salary ranges are positioned
between the median and the high end of the survey data.
The Company's Chief Executive Officer and Chief Technical Officer have not
received increases in compensation since 1990 and at the end of fiscal 1992,
they voluntarily reduced their base salaries by ten percent. This action was
taken as a result of corporate performance which was adversely impacted by
declining defense budgets, industry wide consolidation, defense industry
procurement delays and the depressed economy. As a consequence of these
conditions, the Committee does not anticipate making any changes in the
compensation levels of such executive officers until such time as the Company's
results of operations significantly improve.
The members of the Compensation Committee:
Abraham Manber Herbert I. Corkin
Dale F. Eck William J. Mackay
8
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG ANAREN, THE NASDAQ STOCK MARKET-US INDEX
AND THE NASDAQ ELECTRONICS COMPONENTS INDEX
[The following figures were represented by a graph in the printed material]
Cumulative Total Return
---------------------------------------
6/90 6/91 6/92 6/93 6/94 6/95
Anaren Microwave, Inc. 100 132 68 82 105 263
NASDAQ Stock Market-US 100 106 127 160 162 215
NASDAQ Electronic Components 100 96 117 202 222 461
* $100 Invested on 06/30/95 in stock or index -
including reinvestment of dividends.
Fiscal year ending June 30.
9
<PAGE>
PROPOSAL TO APPROVE THE
INCENTIVE STOCK OPTION PLAN
The Board of Directors has approved the adoption of the Incentive Stock
Option Plan (the "ISOP"), subject to stockholder approval of the ISOP. The
following summary of the ISOP is qualified in its entirety by the provisions of
the ISOP, a copy of which is attached as Exhibit A.
Summary of Provisions
The ISOP is an executive compensation plan. Pursuant to the ISOP, eligible
employees of the Company may be granted options to purchase common stock of the
Company. Options granted under the ISOP are intended to qualify as "incentive
stock options," as defined under Section 422 of the Internal Revenue Code. The
purposes of the ISOP are to provide an incentive to executive officers and other
key employees to cause the value of the Company to grow and to promote employee
loyalty to the Company.
The ISOP is administered by a committee (the "Committee") of disinterested
persons consisting of at least two members of the Board of Directors and other
members appointed by the Board. The Company's four outside directors presently
serve on the Committee. The Committee has sole authority to designate from all
executive officers and key employees of the Company those employees or classes
of employees who are eligible to participate in the ISOP and to determine the
numbers and terms of the stock options to be granted to any particular
individual who is an eligible participant. In designating eligible individual
participants and in determining the number and terms of the stock options to be
granted to eligible individuals, the Committee may take into account the nature
of the services rendered by such individuals, their present and potential
contributions to the Company's success and such other factors as may be deemed
relevant to the Committee. At July 1, 1995, the Company had approximately 30
individuals potentially eligible to participate in the ISOP.
The option price for stock options granted under the ISOP, which shall be
determined by the Committee, may not be less than the fair market value of the
shares subject to the options on the date the options are granted (or 110% of
such value in the case of options granted to any individual who is a 10%
shareholder of the Company). Any shares which are subject to purchase under
options which terminate or expire may become subject to subsequent options which
may be granted.
Under the ISOP, the aggregate fair market value of the stock (determined as
of the date the option pertaining to such stock was granted), with respect to
which options are exercisable for the first time by an employee during any
calendar year, may not exceed $100,000. Options granted under the ISOP may have
a term of up to ten years (five years in the case of options granted to a 10%
shareholder of the Company). An option is not exercisable until the expiration
of six months from the date of its grant (or until after six months from the
date of stockholder approval of the ISOP, in the case of the options which have
been granted subject to such stockholder approval). Unless otherwise provided in
any option which is granted, following the expiration of the applicable six
month holding period, up to one-fifth (ignoring fractional shares) of the total
number of shares subject to an option become exercisable in cumulative fashion
on the first through fifth anniversary dates of the grant of the option. Options
granted to a participant remain exercisable notwithstanding that there remain
outstanding previously granted incentive stock options which the participant has
not exercised. Options granted under the ISOP are nontransferable and the
recipient of an option will have no rights as a stockholder with respect to the
shares to which his option relates until the option is exercised and a stock
certificate is issued to him for such shares. No option granted under the ISOP
will be exercisable by an employee after the termination of an employee's
employment, if the termination was for any reason other than death, disability
or retirement. If an employee's termination of employment is due to (i) the
death of the employee, an option may be exercised by the employee's estate no
more than twelve months after such employee's death, (ii) an employee's
10
<PAGE>
retirement, an option may be exercised no more than three months after such
employee's retirement, and (iii) an employee's disability, an option may be
exercised no more than twelve months following the date of termination as a
result of such disability.
Options granted under the ISOP may be exercised by payment of the exercise
price (i) in cash or certified check, (ii) by tender of shares of common stock
of the Company having a fair market value equal to the option price, or (iii) by
any combination of the these methods.
400,00 shares of the Company's common stock have been reserved for issuance
under the ISOP. The ISOP provides for appropriate adjustment of the number of
shares available thereunder and of shares subject to outstanding options in the
event of any changes in the outstanding common stock of the Company by reason of
merger, stock splits or similar events or in the event of payment of dividends
in common stock. Although the Committee may terminate, modify or amend the ISOP,
the Committee may not, without the approval of the stockholders of the Company,
increase the maximum number of shares of common stock which may be issued under
the ISOP, except pursuant to a stock split, stock dividend or similar
transaction.
Subject to stockholder approval of the ISOP at the Annual Meeting, the ISOP
became effective as of May 15, 1995, which is the date the ISOP was adopted by
the Board. The ISOP will terminate on May 15, 2005, unless sooner terminated in
accordance with its terms.
The following table sets forth the option grants which will be received by
the persons shown in the table, subject to stockholder approval of the ISOP at
the Annual Meeting. The number of options which may be granted in the future
under the ISOP cannot be determined at this time.
New Plan Benefits
Number of Units
Dollar (Shares of
Name and Position Value($) Common Stock)
- ---------------- -------- ---------------
Hugh A. Hair ................................. 0 0
Chief Executive Officer,
Chairman
Carl W. Gerst, Jr. ........................... 0 0
Chief Technical Officer
Treasurer, Vice Chairman
Lawrence A. Sala ............................. $165,000(1) 40,000
President
Gert R. Thygesen ............................. 123,750(1) 30,000
Vice President of Operations
Joseph E. Porcello ........................... 82,500(1) 20,000
Vice President of Finance
Executive Group .............................. 371,250(1) 90,000
Non-Executive Director Group(2) .............. 0 0
Non-Executive Officer Employee Group ......... 41,250(1) 10,000
- ----------
(1) These amounts represent the aggregate exercise price of the options
granted. The per share exercise price of $4.125 was based on the closing
sale price of the Company's common stock as quoted in the National
Association of Securities Dealers Automated Quotation System (National
Market System) on the date of grant. The closing sale price of the
Company's common stock on October 20, 1995 was $7.50.
(2) Directors of the Company who are not also executive officers of or key
employees of the Company are not eligible to participate in the ISOP.
11
<PAGE>
General Federal Income Tax Consequences
An employee will realize no taxable income by reason of being granted an
option under the ISOP. Additionally, no taxable income will be realized by an
employee for regular income tax purposes at the time options granted under the
ISOP are exercised. No taxable income will be realized by an employee until he
disposes of the stock acquired under the ISOP. For alternative minimum tax
purposes, an employee generally recognizes no alternative minimum taxable income
("AMTI") at the time he is granted options under the ISOP, but he generally does
recognize AMTI when the option is exercised in an amount equal to the excess of
the fair market value of the stock acquired on the exercise of the option over
the exercise price.
If an employee disposes of stock acquired under the ISOP more than two
years after the date of the option grant and more than one year after the
transfer of the stock to the employee pursuant to the exercise of the option,
the employee will recognize a capital gain or loss to the extent of the
difference between the option exercise price and the price at which the stock is
disposed of or the fair market value of the property received in exchange for
the stock. In the event that an employee disposes of stock acquired under the
ISOP prior to the expiration of this requisite holding period (a "Disqualifying
Disposition"), he will realize ordinary income in the year of such disqualifying
disposition to the extent that the fair market value of the stock on the date of
exercise exceeds the option exercise price.
The Company generally will be allowed no tax deduction on the grant or
exercise of options granted under the ISOP, or upon the disposition by employees
of stock acquired on the exercise of options received under the ISOP. However,
the Company may be allowed a tax deduction to the extent that an employee
realizes ordinary income on a Disqualifying Disposition.
Any ordinary income recognized by an employee from a Disqualifying
Disposition of stock will generally be subject to income taxation at current
rates not in excess of 39.6%.
An employee's basis for determining gain or loss upon the sale of the stock
acquired pursuant to the ISOP will be the option exercise price, plus the amount
of any ordinary income realized by him upon disposition. Any amount realized by
an employee in excess of his basis in the stock will be taxable as long or
short-term capital gain, depending upon his holding period for the stock. An
employee's disposition of stock acquired pursuant to the ISOP, if the requisite
holding period set forth above is met, will result in either a capital gain or
loss. Currently, the maximum tax rate on net capital gains (excess of net
long-term capital gain over net short-term capital loss) is 28%.
The foregoing discussion is only a summary of certain aspects of the highly
complex federal income tax rules applicable to participants in the ISOP and does
not address other taxes which may affect an individual, such as state and local
income taxes, federal and state estate taxes, inheritance and gift taxes and/or
foreign taxes.
The affirmative vote of a majority of outstanding shares of the common
stock of the Company is required for approval of the ISOP. The Board of
Directors recommends a vote FOR the approval of the ISOP. If approval of the
ISOP is not obtained, the ISOP will be terminated and the options which were
granted subject to stockholder approval of the ISOP will be void.
12
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Company believes that for the fiscal year ended July 1, 1995, its
officers, directors and the beneficial owner of more than 10% of the Company's
common stock complied with the filing requirements under Section 16(a) of the
Securities Exchange Act of 1934.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
During the fiscal year ended July 1, 1995, KPMG Peat Marwick, the Company's
independent accountant, was retained by the Board of Directors to perform the
annual examination of the consolidated financial statements of the Company and
its subsidiaries. The Board also retained KPMG Peat Marwick to provide
assistance in the preparation of federal income and state franchise tax returns.
The independent certified public accountants selected by management to
audit the Company's books and records for the current fiscal year is the firm of
KPMG Peat Marwick, 113 South Salina Street, Syracuse, New York, which firm has
been the Company's principal accountants for the past 24 years. It is
anticipated that a representative of KPMG Peat Marwick will be present at the
Annual Meeting and will have an opportunity to make a statement and to answer
questions of stockholders.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has a Compensation Committee, which is
made up of Board members Abraham Manber, William J. Mackay, Herbert I. Corkin
and Dale F. Eck. The function of the Compensation Committee is to recommend to
the Board of Directors competitive compensation plans for officers and key
employees. During the fiscal year ended July 1, 1995, the Compensation Committee
met once.
The Board of Directors met 4 times during the last fiscal year. Each member
attended at least 75% of the meetings.
The Company does not have a Nominating Committee. The Company's Audit
Committee, which consists of Abraham Manber and William J. Mackay, did not meet
during the last fiscal year. The function of the Audit Committee is to review
the Company's annual audit with the Company's independent accountant.
MISCELLANEOUS
Transaction of Other Business
As of the date of this Proxy Statement, management has no knowledge of any
business which will be presented for consideration at the meeting other than
that described herein. Should any other matter properly come before the meeting,
it is the intention of the persons named in the accompanying proxy to vote such
proxy in accordance with their best judgment.
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<PAGE>
SOLICITATION OF PROXIES
The entire expense of preparing, assembling and mailing the proxy
statement, form of proxy and other material used in the solicitation of proxies
will be paid by the Company. In addition to the solicitation of proxies by mail,
arrangement may be made with brokerage houses and other custodians, nominees and
fiduciaries to send proxy material to their principals, and the Company will
reimburse them for expenses in so doing. To the extent necessary to insure
sufficient representation, officers and regular employees of the Company may
request, without additional compensation therefor, the return of proxies
personally by telephone or telegram. The extent to which this will be necessary
depends entirely on how promptly proxies are received and stockholders are urged
to send their proxies without delay.
STOCKHOLDER PROPOSALS
In order for a stockholder proposal to be considered at next year's annual
meeting, such proposal must be submitted to the Company by June 27, 1996.
William J. Mackay
Secretary
Date: October 27, 1995
Syracuse, New York
14
<PAGE>
EXHIBIT A
ANAREN MICROWAVE INC.
INCENTIVE STOCK OPTION PLAN
1. Purpose.
The Anaren Microwave, Inc. Incentive Stock Option Plan (the "Plan") is
intended to encourage ownership of the capital stock of Anaren Microwave, Inc.
(the "Company") among executive officers and other key employees of the Company
so as to provide an incentive to them to continue their employment with the
Company and exert their maximum efforts towards the Company's success. By thus
encouraging employees and promoting their continued association with the
Company, the Plan may be expected to benefit the Company and its shareholders.
2. Shares Subject to the Plan.
The total number of shares of the common stock of the Company, $.01 par
value per share (the "Common Stock") which may be subject to options granted
under the Plan shall be 400,000 in the aggregate, subject to adjustment as
provided in Section 8. The Company shall at all times while the Plan is in force
reserve such number of authorized and unissued or treasury shares of Common
Stock as will be sufficient to satisfy the requirement of outstanding options
granted under the Plan. In the event any option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole, or in part, the
unpurchased shares of Common Stock subject thereto shall again be available for
option under the Plan.
3. Administration of the Plan.
(a) The Plan shall be administered by a committee of disinterested persons
appointed by the Board of Directors of the Company (the "Committee") as
constituted from time to time. The Committee shall consist of at least two
members of the Board. During the one year period prior to commencement of
service on the Committee, the Committee members shall not have been granted or
awarded, and while serving on the Committee such members shall not be granted or
awarded, stock options under the Plan or under any other discretionary plan of
the Company or any of its affiliates under which participants are entitled to
acquire stock, stock options or stock appreciation rights of the Company or any
of its affiliates.
(b) The Committee shall have the authority, in its sole discretion and from
time to time, to: (i) designate the employees or classes of employees eligible
to participate in the Plan; (ii) determine the individuals to whom, and the time
or times at which, options shall be granted, and the number of shares of Common
Stock to be subject to each option; (iii) to interpret the Plan and to
prescribe, amend and rescind rules and regulations relating to the Plan; (iv)
determine the terms and provisions of the respective option grants (which need
not be identical) consistent with their being "incentive stock options" as
provided in Section 422 of the Code; and (v) make all other determinations and
take all other actions necessary or advisable for the implementation and
administration of the Plan. Decisions and determinations of the Committee on all
matters relating to the Plan shall be in its sole discretion and any
determination by a majority of the members of the Committee shall be deemed to
have been made by the whole Committee. No member of the Committee shall be
liable for any action taken or decision made in good faith relating to the Plan
or any award thereunder.
A-1
<PAGE>
4. Eligibility.
(a) Participants in the Plan shall be selected by the Committee from the
executive officers and other key employees of the Company or of a parent or
subsidiary (within the meaning of Sections 424(e) and (f), respectively, of the
Internal Revenue Code of 1986, as amended (the "Code")), of the Company. In
making this selection and in determining the amount and terms of any options
granted, the Committee may take into account the nature of the services rendered
by such individuals, their present and potential contributions to the Company's
success, and such other factors as the Committee, in its sole discretion, shall
deem relevant. Notwithstanding the foregoing, no option shall be granted to any
individual who owns (within the meaning of Section 422(b)(6) and 424(d) of the
Code) at the time the option is granted, more than 10% of the total combined
voting power or value of all classes of stock of the Company or a parent or
subsidiary of the Company, except as provided in Section 4(b) of the Plan.
(b) Notwithstanding the provisions of Section 4(a) above, an option may be
granted, consistent with the other terms of the Plan, to an employee who owns
(within the meaning of Sections 422(b)(6) and 424(d) of the Code) more than 10%
of the total combined voting power of all classes of stock of the Company or a
parent or subsidiary of the Company if, at the time such option is granted, the
option price is an amount which equals or exceeds 110% of the fair market value
of the Common Stock subject to the option, and such option by its terms is not
exercisable more than five (5) years after it is granted.
(c) Nothing contained in the Plan shall be construed to limit the right of
the Company to grant options otherwise than under the Plan.
(d) Subject to Section 4(e) below, if options have been granted under the
Plan, additional options may be granted from time to time to a holder of such an
option, and options may be granted from time to time to one or more employees
who have not previously been granted options under the Plan.
(e) The aggregate fair market value of the Common Stock, with respect to
which options are exercisable for the first time by an optionee during any
calendar year shall not exceed $100,000. For purposes of this Section 3(e) of
the Plan, (i) options shall be taken into account in the order in which they
were granted, (ii) the fair market value of any Common Stock shall be determined
as of the time the option with respect to such Common Stock was granted, and
(iii) the term "Common Stock" shall mean any stock of the Company or of its
parent or subsidiary (within the meaning of Sections 424(e) and (f) of the Code)
with respect to which the optionee has been granted incentive stock options (as
defined in Section 422 of the Code).
5. Terms of Options.
All options granted under the Plan are intended to qualify as "incentive
stock options" under the provisions of Section 422 of the Code. The terms of
each option granted under the Plan shall be determined by the Committee
consistent with the provisions of the Plan, including the following:
(a) The purchase price of the shares of the Common Stock subject to
each option shall not be less than the fair market value of the Common
Stock at the time such option is granted. Such fair market value shall be
determined by the Committee and, if the Common Stock is listed on a
national securities exchange or traded on the over-the-counter market,
shall be the closing sale price of the Common Stock on such exchange, or on
the over-the-counter market as quoted in the National Association of
Securities Dealers Automated Quotation System (presently the NASDAQ
National Market System), as the case may be, on the day on which the option
is granted or, on the next business day, if such date is not a business
day.
A-2
<PAGE>
(b) An option granted under the Plan shall not be exercisable until the
expiration of six months from the date of its grant and in the case of a
grant which is conditioned upon subsequent shareholder approval of the
Plan, six months from the date of such shareholder approval. Unless
otherwise provided in any option grant under the Plan, following the
expiration of the applicable six month holding period, up to one-fifth
(ignoring fractional shares) of the total number of shares subject to an
option granted under the Plan shall become exercisable in cumulative
fashion on the first through fifth anniversary dates of the grant of the
option. In no case may an option be exercised as to less than one hundred
(100) shares at any one time (or the remaining shares covered by the option
if less than one hundred (100)).
(c) Each option granted under the Plan shall by its terms expire and
shall not be exercisable after the expiration of ten years from the date of
its grant (unless a shorter period is provided by the Committee or another
Section of this Plan) and shall be subject to earlier termination as
expressly provided in Section 6 hereof.
(d) An option granted under the Plan shall be exercised by the delivery
by the holder thereof to the Company at its principal office (attention of
the Vice President of Finance) of written notice of the number of shares
with respect to which the option is being exercised accompanied by payment
in full of the purchase price of such shares. Payment for such shares may
be made (as determined by the Committee) (i) in cash, (ii) by certified
check payable to the order of the Company in the amount of such purchase
price, (iii) by delivery of Common Stock to the Company having a fair
market value equal to said purchase price, or (iv) by any combination of
the methods of payment described in (i) through (iii) above.
(e) The holder of an option shall have none of the rights of a
shareholder with respect to the shares covered by his option until such
shares shall be issued to him upon the exercise of his option.
(f) No option granted under the Plan shall be transferable otherwise
than by will or the laws of descent and distribution and any option may be
exercised during the lifetime of the holder thereof only by him. No option
granted under the Plan shall be subject to execution, attachment or other
process.
6. Death, Retirement or Disability or Termination of Employment for Other
Reasons.
(a) Upon the death of a holder of an option under the Plan, any option
exercisable on the date of death may be exercised by the optionee's estate or by
a person who acquires the right to exercise such option by bequest or
inheritance or by reason of the death of the optionee, provided that such
exercise occurs both within the remaining option term and within one year after
the optionee's death. The provisions of this section shall apply notwithstanding
the fact that the optionee's employment may have terminated prior to death, but
only to the extent of any options exercisable on the date of death.
(b) Upon the termination of employment of a holder of an option under the
Plan by reason of the disability (within the meaning of Section 22(e)(3) of the
Code) of such holder, such option may be exercised, to the extent such options
were exercisable at the date of such termination of employment, provided that
such exercise occurs both within the remaining option term and within the one
year period following the date of such termination of such optionee's employment
as a result of such disability.
A-3
<PAGE>
(c) Upon the termination of the employment of a holder of an option under
the Plan by reason of such holder's retirement, such holder may exercise any
options, to the extent such options were exercisable at the date of such
termination of employment, provided that such exercise occurs both within the
remaining option term and within the three month period after the date of
termination of employment due to retirement.
(d) Except as provided in subsections (a), (b) or (c) of this Section 6,
upon the termination of the employment of a holder of an option, all options, to
the extent not previously exercised, shall terminate and become null and void
immediately upon such termination of the holder's employment.
7. Leave of Absence.
The Committee shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave of
absence taken by the recipient of any option. Without limiting the generality of
the foregoing, the Committee shall be entitled to determine (i) whether or not
any such leave of absence shall constitute a termination of employment within
the meaning of the Plan and (ii) the impact, if any, of any such leave of
absence on the grant of options under the Plan theretofore made to any recipient
who takes such leave of absence.
8. Adjustment upon Changes in Capitalization.
(a) In the event that the outstanding Common Stock is hereafter changed by
reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock splitup, combination or exchange of shares and the like,
or dividends payable in shares of the Common Stock, an appropriate adjustment
shall be made by the Committee in the aggregate number of shares available under
the Plan and in the number of shares and price per share subject to outstanding
options. If the Company shall be reorganized, consolidated or merged with
another corporation, or if all or substantially all of the assets of the Company
shall be sold or exchanged, the holder of an option shall at the time of
issuance of the stock under such a corporate event, be entitled to receive upon
the exercise of his option the same number and kind of shares of stock or the
same amount of property, cash or securities as he would have been entitled to
receive upon the happening of any such corporate event as if he had been,
immediately prior to such event, the holder of the number of shares covered by
his option, provided, however, that in any of such events the Committee shall
have the discretionary power to take any action necessary or appropriate to
prevent the option granted herein from being disqualified as an "incentive stock
option" under the provisions of section 422 of the Code.
(b) Any adjustment in the number of shares shall apply proportionately to
only the unexercised portion of any option granted hereunder. If fractions of a
share would result from any such adjustment, the adjustment shall be revised to
the next lower whole number of shares.
9. Further Conditions of Exercise.
(a) Unless prior to the exercise of the option the shares of Common Stock
issuable upon such exercise have been registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, the
notice of exercise shall be accompanied by a representation or agreement of the
individual exercising the option to the Company to the effect that such shares
are being acquired for investment and not with a view to the resale or
distribution thereof or such other documentation as may be required by the
Company unless in the opinion of counsel to the Company such representation,
agreement or documentation is not necessary to comply with the said Act.
A-4
<PAGE>
(b) The Company shall not be obligated to deliver any shares of the Common
Stock until they have been listed on each securities exchange on which the
Common Stock may then be listed or until there has been qualification under or
compliance with such state or federal laws, rules or regulations as the Company
may deem applicable.
10. Effective Date and Term; Termination, Modification and Amendment.
(a) The Plan shall become effective on the date of its adoption by the
Board of Directors of the Company and the Plan (but not options granted under
the Plan) shall terminate ten (10) years from the date of its adoption by the
Board. No option shall be granted after termination of the Plan. The Plan shall
be submitted to the Company's shareholders for approval at the annual meeting of
the shareholders next succeeding the adoption of the Plan by the Board and in no
event later than twelve months of the date the Plan is adopted by the Board. The
grant of any options prior to the date that the Plan is approved by the
shareholders shall be conditioned upon subsequent shareholder approval of the
Plan.
(b) The Plan may from time to time be terminated, modified or amended by
the affirmative vote of the holders of a majority of the outstanding shares of
the Company's Common Stock entitled to vote thereon.
(c) The Committee may, without further action by the shareholders and
without receiving further consideration from the participants, amend the Plan or
condition or modify grants of options under the Plan in response to changes in
securities or other laws or rules, regulations or regulatory interpretations
thereof applicable to the Plan or to comply with NASD rules or requirements.
(d) The Committee may at any time and from time to time terminate or modify
or amend the Plan in any respect, except that without shareholder approval the
Committee may not (i) increase the maximum number of shares of Common Stock
which may be issued under the Plan (other than increases pursuant to Section 8),
(ii) extend the period during which any option may be granted or exercised, or
(iii) extend the term of the Plan. The termination or any modification or
amendment of the Plan, except as provided in subsection (c), shall not without
the consent of a participant, affect his or her rights under an award previously
granted to him or her.
A-5
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
PROXY ANAREN MICROWAVE, INC. PROXY
6635 Kirkville Road
East Syracuse, New York 13057
THIS IS YOUR PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ANAREN MICROWAVE, INC.
The undersigned hereby appoints Hugh A. Hair and Lawrence A. Sala and each of them as proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as designated below, all of the shares of common stock of
Anaren Microwave, Inc. held of record by the undersigned on October 20, 1995 at the Annual Meeting of Stockholders to be held on
December 6, 1995, or any adjournment thereof. If any nominee for director should be unavailable to serve, it is intended that all of
the shares will be voted for such substitute nominee as may be determined by the Board of Directors.
PROPOSAL 1: ELECTION OF DIRECTORS FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for all / /
(except as marked to the contrary). nominees listed below.
Nominees: Hugh A. Hair, Carl W. Gerst, Jr., William J. Mackay, Abraham Manber, Lawrence A. Sala, Herbert I. Corkin and Dale F. Eck
(Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee's name in the above
list.)
PROPOSAL 2: TO APPROVE INCENTIVE STOCK OPTION PLAN
FOR / / AGAINST / / ABSTAIN / /
In their discretion the proxies are authorized to vote upon such other business as may properly come before the meeting.
(Continued and to be dated and signed on the reverse.)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
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 THE NOMINEES FOR DIRECTOR AND FOR APPROVAL OF THE INCENTIVE STOCK OPTION PLAN.
IMPORTANT. Please sign exactly as name appears on this card. Each joint owner should sign. Executors, administrators,
trustees, etc. should give full title.
SIGNATURES:
Dated:_________________________________, 1995
_____________________________________________
Signature
_____________________________________________
Please Print Name Here
_____________________________________________
Signature
_____________________________________________
Please Print Name Here
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
