<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
NANOMETRICS INCORPORATED
- --------------------------------------------------------------------------------
(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), 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 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.
[_] 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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Notes:
<PAGE>
NANOMETRICS INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Nanometrics Incorporated, a California corporation (the "Company"), will be
held on May 22, 1996 at 1:30 p.m., local time, at the principal offices of the
Company located at 310 DeGuigne Drive, Sunnyvale, California 94086, for the
following purposes:
1. To elect directors to serve for the ensuing year and until their
successors are elected.
2. To ratify the appointment of Deloitte & Touche LLP as independent
auditors of the Company for the fiscal year ending December 31, 1996.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on April 25, 1996 are
entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder attending
the meeting may vote in person even if such shareholder returned a proxy.
Sincerely,
Vincent J. Coates
Secretary
Sunnyvale, California
May 2, 1996
<PAGE>
NANOMETRICS INCORPORATED
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Nanometrics Incorporated (the "Company") for use at the Annual Meeting (the
"Annual Meeting") of Shareholders of the Company to be held on May 22, 1996 at
1:30 p.m., local time, or at any adjournment thereof, for the purposes set
forth herein and in the accompanying Notice of Annual Meeting of Shareholders.
The Annual Meeting will be held at the principal offices of the Company
located at 310 DeGuigne Drive, Sunnyvale, California 94086. The Company's
telephone number at that address is (408) 746-1600.
These proxy solicitation materials were mailed on or about May 2, 1996 to
all shareholders entitled to vote at the meeting.
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on April 25, 1996 are
entitled to notice of and to vote at the meeting. At the record date,
8,025,008 shares of the Company's Common Stock, no par value, were issued and
outstanding. For information concerning beneficial owners of more than 5% of
the Company see "Security Ownership of Management and Certain Beneficial
Owners."
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Secretary of the
Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the meeting and voting in person.
VOTING AND SOLICITATION
Every shareholder voting for the election of directors may cumulate such
shareholder's votes and give one candidate a number of votes equal to the
number of directors to be elected multiplied by the number of votes to which
the shareholder's shares are entitled, or distribute the shareholder's votes
on the same principle among as many candidates as the shareholder thinks fit,
provided that votes cannot be cast for more than six candidates. However, no
shareholder shall be entitled to cumulate votes unless the candidate's name
has been placed in nomination prior to the voting and the shareholder, or any
other shareholder, has given notice at the meeting prior to the voting of the
intention to cumulate the shareholders votes. On all other matters, each share
of Common Stock outstanding has one vote.
The cost of this solicitation will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain
of the Company's directors, officers and regular employees, without additional
compensation, personally or by telephone.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock issued and outstanding on the Record
Date. Shares that are voted "FOR," "AGAINST" or "WITHHELD FROM" a matter are
treated as being present at the meeting for purposes of establishing a quorum
and are also treated as shares "represented and voting" at the Annual Meeting
(the "Votes Cast") with respect to such matter.
<PAGE>
While there is no definitive statutory or case law authority in California
as to the proper treatment of abstentions, the Company believes that
abstentions should be counted for purposes of determining both (i) the
presence or absence of a quorum for the transaction of business and (ii) the
total number of Votes Cast with respect to a proposal. In the absence of
controlling precedent to the contrary, the Company intends to treat
abstentions in this manner. Accordingly, abstentions will have the same effect
as a vote against a proposal.
Broker non-votes will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not be counted
for purposes of determining the number of Votes Cast with respect to a
proposal.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be presented
by such shareholders at the Company's Annual Meeting for fiscal 1996 must be
received by the Company no later than December 9, 1996 in order that they may
be included in the proxy statement and form of proxy relating to that meeting.
PROPOSAL NO. 1 -- ELECTION OF DIRECTORS
NOMINEES
A board of six directors is to be elected at the Annual Meeting. Unless
otherwise instructed, the proxy holders will vote the proxies received by them
for the Company's six nominees named below, all of whom are presently
directors of the Company. In the event that any nominee of the Company is
unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who shall be designated by the
present Board of Directors to fill the vacancy. It is not expected that any
nominee will be unable or will decline to serve as a director. In the event
that additional persons are nominated for election as directors, the proxy
holders intend to vote all proxies received by them in such a manner and in
accordance with cumulative voting as will ensure the election of as many of
the nominees listed below as possible and, in such event, the specific
nominees to be voted for will be determined by the proxy holders. The term of
office of each person elected as a director will continue until the next
Annual Meeting of Shareholders or until such director's successor has been
elected and qualified.
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE SINCE
--------------- --- ------------
<S> <C> <C>
Vincent J. Coates........................................ 71 1975
Nathaniel Brenner........................................ 69 1986
Norman V. Coates......................................... 46 1988
John D. Heaton........................................... 36 July 1995
Clifford F. Smedley...................................... 60 January 1996
Kanegi Nagai............................................. 64 May 1996
</TABLE>
Mr. Vincent J. Coates has been Chairman of the Board since the Company was
founded. He served as President from the founding through July 1988 except for
the period from January 1986 through February 1987 when he served exclusively
as Chief Executive Officer. He is currently the Chief Executive Officer of the
Company and was elected Secretary in February 1989.
Mr. Nathaniel Brenner has served as a director of the Company since August
1986. He joined Beckman Instruments, Inc. in 1976 where he has held the
positions of Program Manager, Marketing Manager (Instruments) and General
Manager (Spectroscopy). In 1993, Mr. Brenner retired from Beckman Instruments,
Inc.
2
<PAGE>
Mr. Norman V. Coates has served as a director of the Company in May 1988. He
has operated Gem of the River Produce, a farming and produce packing
operations in Orleans, California, as a sole proprietor since 1978. He has
also been manager of the Boise Creek Farm operation since 1984.
Mr. John D. Heaton has served as a director of the Company since July 1995.
Mr. Heaton has served as Vice President and General Manager of the Company
since March 1994.
Mr. Clifford F. Smedley has served as a director of the Company since
January 1996. From August 1993 through July 1995, Mr. Smedley was the Chief
Operating Officer of System Chemistry, Inc. From January 1988 through August
1993, Mr. Smedley served in several management capacities with Genus, Inc.,
most recently as Vice President, New Product Development.
Mr. Kanegi Nagai has served as a director of the Company since May 1, 1996.
Mr. Nagai is also a consultant to the Company and has acted as such since
August 1995. From January 1990 to March 1995, Mr. Nagai was the President and
Chief Executive Officer of Cybeq Systems, a semiconductor equipment supplier.
By virtue of Vincent J. Coates' position in the Company and beneficial
ownership of the Company's Common Stock, he may be deemed a "control person"
of the Company as that term is defined under the Securities Act of 1933, as
amended. See "Security Ownership of Management and Certain Beneficial Owners."
Mr. Vincent J. Coates is the father of Mr. Norman V. Coates. There is no
other family relationship between any directors or executive officers of the
Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE
"FOR" THE NOMINEES LISTED ABOVE.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table sets forth beneficial ownership of Common Stock of the
Company as of April 1, 1996, by each director or nominee, by each of the Named
Officers (as defined below), by all directors and officers as a group, and by
all persons known to the Company to be the beneficial owners of more than 5%
of the Company's Common Stock. Unless otherwise indicated the address of each
beneficial owner of 5% of the Company's Common Stock is 310 DeGuigne Avenue,
Sunnyvale, California 94086.
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OF TOTAL
------------------------ --------------------- --------
<S> <C> <C>
Vincent J. Coates........................... 5,401,774 67.6%
Nathaniel Brenner........................... 21,001(2) *
Norman V. Coates............................ 21,382(3) *
John D. Heaton.............................. -- *
Clifford F. Smedley......................... -- *
Kanegi Nagai................................ -- *
Paul B. Nolan............................... 42,133(4) *
All officers and directors as a group (7
persons)................................... 5,486,290(5) 68.3%
</TABLE>
- --------
* Represents less than 1% of outstanding shares of Common Stock.
(1) Represents sole voting and investment power, except as otherwise noted
below.
(2) Includes 8,334 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of April 1, 1996.
(3) Includes 8,332 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of April 1, 1996.
(4) Includes 30,333 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of April 1, 1996.
(5) Includes 46,999 shares of Common Stock issuable upon exercise of
outstanding options exercisable within 60 days of April 1, 1996.
3
<PAGE>
BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of five meetings during fiscal 1995.
The Board of Directors has three committees--the Stock Option Committee, the
Audit Committee and the Compensation Committee. The Stock Option Committee,
which consists of Norman V. Coates and Nathaniel Brenner, held no separate
meetings during fiscal 1995, but acted by written consent on seven occasions.
The Stock Option Committee is responsible for approving the grant of stock
options to the Company's employees under the Company's 1991 Incentive Stock
Option Plan. The Audit Committee of the Board of Directors, which consists of
Vincent J. Coates, Norman V. Coates and Nathaniel Brenner, met once in fiscal
1995. The Audit Committee is responsible for matters concerning the practices
and procedures of the independent auditors. The Compensation Committee of the
Board of Directors met once in fiscal 1995. The Compensation Committee
consisted of Nathaniel Brenner, Norman V. Coates and Roger G. Novesky in 1995,
but currently has a vacancy due to Mr. Novesky's resignation from the Board of
Directors effective in April 1996. The Compensation Committee is responsible
for determining compensation of the Company's executive officers.
During fiscal 1995, all incumbent directors attended more than 75% of all
meetings of the Board of Directors and all incumbent directors attended more
than 75% of all meetings of committees, if any, upon which such directors
served.
BOARD COMPENSATION
Directors who are not also employees of the Company received an annual
retainer fee of $1,500 plus $500 per Board of Directors and committee meetings
attended, and are eligible to participate in the Company's 1991 Director
Option Plan. In addition, the Company is a party to a consulting agreement
with Kanegi Nagai, a director of the Company. See "Certain Transactions."
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the compensation paid by the Company to the
Chief Executive Officer and each of the executive officers (collectively, the
"Named Officers") of the Company during the past three fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($)
--------------------------- ----------- ---------- ---------
<S> <C> <C> <C>
Vincent J. Coates....................... 1995 $ 155,061 $ 19,036
Chief Executive Officer 1994 150,244 2,888
1993 137,848 2,390
Paul B. Nolan (1)....................... 1995 82,313 11,130
Chief Financial Officer 1994 73,097 1,290
1993 -- --
John D. Heaton (2)...................... 1995 116,858 15,199
Vice President and General Manager 1994 80,786 1,540
1993 -- --
</TABLE>
- --------
(1) Mr. Nolan became Chief Financial Officer of the Company in March 1994,
and, accordingly, no information is given with respect to fiscal 1993.
(2) Mr. Heaton became Vice President and General Manager of the Company in
March 1994, and, accordingly, no information is given with respect to
fiscal 1993.
For a discussion of the Company's obligation to make severance payments to
Vincent J. Coates, see "Certain Transactions."
4
<PAGE>
The Company is the beneficiary of an insurance policy on the life of Vincent
J. Coates in a face amount of $8,000,000. Annual premiums, which are paid by
the Company, totaled $200,000 for fiscal 1995 and in subsequent years are
fixed at $200,000. Mr. Coates and the Company have entered into an agreement
providing that in the event of Mr. Coates' death, his estate has the option to
cause the Company to use the proceeds of the policy to purchase shares of the
Company's Common Stock owned by the estate at their then fair market value.
The estate is not obligated under the terms of the agreement to exercise the
option. If the option is not exercised, the Company would retain the proceeds
of the insurance. The purpose of this agreement is to provide Mr. Coates'
estate, at its option, the opportunity to obtain cash to pay estate taxes
without having to raise all of such money from sales in the open market.
STOCK OPTION GRANTS
The following table sets forth information regarding individual grants of
options during fiscal 1995 to each of the Named Officers.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERMS(3)
------------------------------------------------------ ---------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION
NAME GRANTED(#)(1) FISCAL 1995(2) ($/SH) DATE 5%($) 10%($)
---- ------------- -------------- -------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Vincent J. Coates....... -- -- -- -- -- --
John D. Heaton.......... 25,000 3.9% $5.25 11/24/00 $ 36,262 $ 80,129
Paul B. Nolan........... 25,000 3.9% 2.06 03/27/00 14,228 31,441
5,000 0.8% 5.25 11/24/00 7,252 16,025
</TABLE>
- --------
(1) Represent stock options granted under the Company's 1991 Incentive Stock
Option Plan. Stock options are granted with an exercise price equal to the
fair market value of the Company's common stock on the date of grant.
Options generally become exercisable 33% after the first year and 33% each
full year thereafter and are fully exercisable after 3 years. Options
lapse after 5 years or, if earlier, 90 days after termination of
employment.
(2) Based on 636,700 options granted during fiscal 1995.
(3) Potential realizable values are net of exercise price, but before taxes
associated with exercise. These amounts represent certain assumed rates of
appreciation only, based on the SEC rules. Actual realizable values, if
any, on stock option exercises are dependent on the future performance of
the common stock, overall market conditions and the option holder's
continued employment through the vesting period.
5
<PAGE>
STOCK OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth, for each Named Officer, each exercise of
stock options during fiscal 1995 and the year-end value of unexercised
options.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS IN-THE-MONEY
SHARES VALUE AT YEAR-END: OPTIONS AT YEAR-END:
ACQUIRED REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) ($)(1) UNEXERCISABLE (#) UNEXERCISABLE($)(2)
---- --------------- -------- ------------------ --------------------
<S> <C> <C> <C> <C>
Vincent J. Coates....... -- -- -- --
John D. Heaton.......... 2,000 $ 13,000 50,000/125,000 $332,813/$718,750
16,000 102,000
32,000 196,000
Paul B. Nolan........... 10,000 36,250 30,333/31,667 192,414/167,335
</TABLE>
- --------
(1) Value realized upon exercise is (i) the fair market value of the Company's
Common Stock on the date of exercise, less the option exercise price per
share, multiplied by (ii) the number of shares underlying the options
exercised.
(2) Value of unexercised options is (i) the fair market value of the Company's
Common Stock at fiscal 1995 year end ($7.375 per share), less the option
exercise price of in-the-money options, multiplied by (ii) the number of
shares underlying such options.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership on Form 3 and changes in ownership on Form 4 and Form 5
with the SEC. Such officers, and ten percent shareholders are also required by
the SEC rules to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such forms received by it, the
Company believes that, during fiscal 1995, all Section 16(a) filing
requirements applicable to the officers, directors and ten percent
shareholders were complied with.
CERTAIN TRANSACTIONS
Pursuant to the terms of an agreement dated May 1, 1985 between the Company
and Vincent J. Coates, the Company is obligated, in the event Mr. Coates is
required to resign as Chief Executive Officer of the Company for any reason,
to continue to pay Mr. Coates his salary for five years from the date of such
resignation.
The Company is a party to a consulting agreement with Kanegi Nagai, a
director of the Company. Under the consulting agreement, the Company pays to
Mr. Nagai a fee at a rate of $400 per day, plus reasonable expenses, for
consulting services with respect to matters involving the Company's business
and operations in Japan. The term of the consulting agreement expires in
August 1996, unless sooner terminated by the parties thereto.
PROPOSAL NO. 2 -- RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board has appointed Deloitte & Touche LLP, independent auditors, to
audit the consolidated financial statements of the Company for the fiscal year
ending December 31, 1996. Deloitte & Touche LLP has audited the Company's
financial statements since fiscal 1991.
6
<PAGE>
Representatives of Deloitte & Touche LLP are expected to be present at the
meeting with the opportunity to make a statement if they desire to do so, and
are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE "FOR"
APPROVAL AND RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT AUDITORS.
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting. If any
other matters properly come before the meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.
THE BOARD OF DIRECTORS
Dated: May 2, 1996
7
<PAGE>
PROXY NANOMETRICS INCORPORATED PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
1996 ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1996
The undersigned shareholder(s) of Nanometrics Incorporated, a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated May 2, 1996, and hereby appoints
Vincent J. Coates and Paul B. Nolan, and each of them, Proxies and Attorneys-
in-Fact, with full power to each of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the 1996 Annual Meeting of
Shareholders of Nanometrics Incorporated to be held on May 22, 1996 at 1:30
p.m., local time, at the principal offices of the Company located at 310
DeGuigne Drive, Sunnyvale, California, 94086 and at any adjournments thereof,
and to vote all shares of Common Stock which the undersigned is entitled to
vote on the matters set forth below:
ITEM 1. ELECTION OF DIRECTORS:
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote
(except as indicated) for all nominees listed below
If you wish to withhold authority to vote for any individual nominee,
strike a line through that nominee's name in the list below:
Vincent J. Coates Nathaniel Brenner Norman V. Coates
John D. Heaton Clifford F. Smedley Kanegi Nagai
ITEM 2. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR THE 1996 FISCAL YEAR:
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be signed, on reverse side)
<PAGE>
(Continued from other side)
In their discretion the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS BALLOT WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS, FOR RATIFICATION OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
_________________________________
Typed or Printed Name(s)
_________________________________
Signature
_________________________________
Signature
_________________________________
Title, if applicable
Dated: __________________ , 1996
This Proxy should be marked,
dated, signed by the Sharehold-
er(s) exactly as his or her
name appears hereon and re-
turned promptly in the enclosed
envelope. Persons signing in a
fiduciary capacity should so
indicate. If shares are held by
joint tenants or as community
property, both should sign.
