<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
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
QUALITY SYSTEMS, 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), 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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LOGO
OF QUALITY SYSTEMS, INC.
QUALITY SYSTEMS, INC.
17822 EAST 17TH STREET
TUSTIN, CALIFORNIA 92680
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 6, 1995
To the Shareholders of Quality Systems, Inc.
The Annual Meeting of Shareholders of Quality Systems, Inc. (the "Company")
will be held at The Center Club, 650 Town Center Drive, Costa Mesa, California,
on Wednesday, September 6, 1995, at 2:30 P.M. Pacific Time, for the following
purposes:
1. To elect seven (7) persons to serve as directors of the Company until
the next annual meeting and until their successors are elected. The
nominees for election to the Board of Directors are named in the attached
Proxy Statement, which is a part of this Notice.
2. To ratify the appointment of Deloitte & Touche LLP as independent
public auditors of the Company for the fiscal year ending March 31, 1996.
3. To transact such other business as may properly come before the Annual
Meeting.
Only shareholders of record at the close of business on July 12, 1995, are
entitled to notice of and to vote at the Annual Meeting and at any adjournments
of the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting in
person. Whether or not you plan to attend the Annual Meeting, please sign the
enclosed proxy and return it in the enclosed addressed envelope. Your
promptness in returning the proxy will assist in the expeditious and orderly
processing of the proxy and will assure that you are represented at the Annual
Meeting. If you return your proxy card, you may nevertheless attend the Annual
Meeting and vote your shares in person, if you wish.
By Order of the Board of Directors,
QUALITY SYSTEMS, INC.
/s/ Janet M. Razin
Janet M. Razin
Vice President and
Corporate Secretary
Tustin, California
July 25, 1995
<PAGE>
QUALITY SYSTEMS, INC.
17822 EAST 17TH STREET
TUSTIN, CALIFORNIA 92680
----------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 6, 1995
----------------
PROXY STATEMENT
----------------
SOLICITATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors of Quality
Systems, Inc. (the "Company") for use at the Company's Annual Meeting of
Shareholders to be held on Wednesday, September 6, 1995, and at any and all
adjournments thereof. All shares represented by each properly executed and
unrevoked proxy received in time for the meeting will be voted in the manner
specified therein. Any shareholder has the power to revoke his or her proxy at
any time before it is voted. A proxy may be revoked by delivering a written
notice of revocation to the Secretary of the Company, by submitting prior to or
at the meeting a later dated proxy executed by the person executing the prior
proxy, or by attendance at the meeting and voting in person by the person
executing the proxy.
This proxy statement is being mailed to the Company's shareholders on or
about July 25, 1995. The cost of soliciting proxies will be borne by the
Company. The solicitation will be made by mail and expenses will include
reimbursement paid to brokerage firms and others for their expenses in
forwarding solicitation material regarding the Annual Meeting to beneficial
owners of the Company's Common Stock. Further solicitation of proxies may be
made by telephone or oral communications with some shareholders. All such
further solicitations will be made by the Company's regular employees who will
not receive additional compensation for the solicitation.
OUTSTANDING SHARES AND VOTING RIGHTS
Only holders of record of the 4,535,866 shares of the Company's Common Stock
outstanding at the close of business on July 12, 1995, are entitled to notice
of and to vote at the Annual Meeting or any adjournment thereof. A majority of
the shares, represented in person or by proxy, will constitute a quorum for the
transaction of business. All proxies delivered to the Company will be counted
in determining the presence of a quorum, including those providing for
abstention or withholding of authority and those delivered by brokers voting
without beneficial owner instruction and exercising a non-vote on certain
matters. Each shareholder will be entitled to one vote, in person or by proxy,
for each share of Common Stock held of record on the record date, except that
all shareholders have cumulative voting rights and in the event any shareholder
gives notice at the Annual Meeting, prior to the voting, of an intention to
cumulate his or her votes in the election of directors, then all shareholders
entitled to vote at the Annual Meeting may cumulate their votes in the election
of directors. Cumulative voting means that a shareholder has the right to give
any one candidate whose name has been properly placed in nomination prior to
the voting a number of votes equal to the number of directors to be elected,
multiplied by the number of shares such shareholder would otherwise be entitled
to vote, or to distribute such votes on the same principle among as many
nominees (up to the number of persons to be elected) as the shareholder may
wish.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of July 12, 1995, certain information as to
the number of shares of Common Stock owned, beneficially and of record, by each
director, each named executive officer and each person who is known by the
Company to own more than five percent of the outstanding shares of Common Stock
of the Company, and by all directors and officers of the Company as a group.
Except as otherwise indicated, beneficial ownership includes both voting power
and investment power.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
OF COMMON STOCK COMMON STOCK
BENEFICIALLY BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED OWNED
------------------------ ---------------- ------------
<S> <C> <C>
Sheldon Razin(1)(2) 2,386,220 52.60%
Ahmed Hussein(3) 394,400 8.70%
Graeme Frehner(2) 285,554 6.30%
John Bowers, M.D.(2) 81,230 1.80%
Robert Beck(2) 29,622 (5)
Donn Neufeld(2) 23,100(4) (5)
Greg Flynn(2) 23,030(4) (5)
George Bristol(2) 13,500 (5)
Abe LaLande(2) 12,500(4) (5)
William Bowers(2) 10,000 (5)
Gordon Setran(2) 5,000 (5)
All directors and officers as a group (13
persons, including those named above) 2,874,881(4) 62.10%
</TABLE>
- --------
(1) The designated shares are owned of record by Sheldon Razin, the husband of
Janet Razin, who is also a director and officer of the Company. Mrs. Razin
disclaims beneficial ownership with respect to these shares.
(2) The address of each of these persons is c/o Quality Systems, Inc., 17822
East 17th Street, Tustin, California 92680.
(3) As reflected in the schedule 13D as filed with the Securities and Exchange
Commission. Mr. Hussein's address is 401 E. 34th Street, Apt. #N-25A, New
York, NY 10016.
(4) Includes shares of Common Stock subject to stock options which are
currently exercisable or may become exercisable within 60 days after July
12, 1995, and are, respectively, as follows: Mr. Beck, 29,500; Mr. Flynn,
21,000; Mr. LaLande, 12,500; Mr. Neufeld, 21,000; and all directors and
officers as a group, 89,125 shares.
(5) Less than one percent.
2
<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
Directors are elected at each Annual Meeting of Shareholders and hold office
until their respective successors are duly elected and qualified. The full
Board consists of seven directors. Certain information with respect to the
seven nominees for election as directors is set forth below. All of the
nominees are now serving as directors and were elected to their present terms
of office by the shareholders. Although it is anticipated that each nominee
will be available to serve as a director, should any nominee become unavailable
to serve, the proxies will be voted for such other persons as may be designated
by the Company's Board of Directors.
Unless the authority to vote for directors has been withheld in the proxy,
the persons named in the enclosed proxy intend to vote at the Annual Meeting
for the election of the nominees presented below. However, discretionary
authority to cumulate votes represented by proxies and to cast such votes for
any or all of the nominees named below is solicited by the Board of Directors
because, in the event nominations are made in opposition to the nominees of the
Board of Directors, it is the intention of the persons named in the enclosed
proxy to cumulate votes represented by proxies in accordance with their best
judgment for individual nominees in order to assure the election of as many of
the nominees to the Board of Directors as possible.
In the election of directors, assuming a quorum is present, the seven
nominees receiving the highest number of votes cast at the meeting will be
elected directors. As a result, proxies voted to "Withhold Authority" and
broker non-votes will have no practical effect upon the election of directors,
although proxies specifying "Withhold Authority" will be counted for purposes
of determining whether a quorum is present, as would proxies delivered by
brokers voting without beneficial owner instruction and exercising a non-vote
on certain matters.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH
OF THE NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
FIRST YEAR
BECAME
NOMINEE'S NAME AGE PRINCIPAL OCCUPATION DIRECTOR
-------------- --- -------------------- ----------
<S> <C> <C> <C>
Sheldon Razin 57 Chairman of the Board of Directors 1974
and President of the Company
Janet Razin 55 Vice President and Corporate 1974
Secretary of the Company
Graeme Frehner 56 Vice President--Software of the 1982
Company
John Bowers, M.D. 57 Chief Executive Officer 1987
Heart Institute of Nevada
George Bristol 46 Director of Corporate Finance 1982
Ernst & Young
Gordon Setran 73 Retired 1982
William Bowers 66 Retired, Chairman of the Board 1989
MSI Data Corporation
</TABLE>
3
<PAGE>
SHELDON RAZIN is the founder of the Company and has served as Chairman of the
Board of Directors and President and/or Chief Executive Officer since the
Company's inception, and as Treasurer from the Company's inception until
October 25, 1982. Prior to founding the Company, he held various technical and
managerial positions with Rockwell International Corporation and was a founder
of the Company's predecessor, Quality Systems, a sole proprietorship engaged in
the development of software for commercial and space applications and in
management consulting work. Mr. Razin holds a B.S. degree in mathematics from
the Massachusetts Institute of Technology.
JANET RAZIN has served as a Director and Secretary of the Company since its
inception and served as the Company's controller until November 1981. She
served as Vice President--Chief Financial Officer from October 1982 until
October 1984. Prior to joining the Company, she was a computer programmer for
Rockwell International Corporation. Mrs. Razin holds a B.A. degree in
mathematics from Northeastern University. Mrs. Razin is the wife of Sheldon
Razin.
GRAEME FREHNER, a co-founder of the Company, is responsible for the Company's
software development, and has served as a Director since November 17, 1982. He
was elected as the Company's Vice President--Software on October 25, 1982. He
joined Quality Systems, the Company's predecessor, shortly after it was
founded. Prior to that time, he held a number of technical, managerial and
consulting positions with Planning Research Corporation and with Autonetics,
formerly a division of North American Aviation and currently a division of
Rockwell International Corporation. Mr. Frehner holds a B.S. degree from
Brigham Young University.
JOHN BOWERS, M.D., was elected as a Director on June 11, 1987, and is the
founder and Chief Executive Officer of the Heart Institute of Nevada, a major
freestanding Cardiac Catheterization and Diagnostic Center. In 1970, Dr. Bowers
moved to Las Vegas, Nevada to associate with Dr. P. R. Akre, who organized the
first catheterization laboratory in Nevada. He subsequently became Director of
Cardiology at Sunrise Hospital and Valley Hospital. On June 1, 1975, he founded
Cardiology Associates of Nevada, John A. Bowers, M.D., FACC, a professional
corporation, and the forerunner of the Heart Institute of Nevada. Prior to
1970, Dr. Bowers practiced cardiology in Santa Paula, California, after serving
in the Air Force at Vandenberg Air Force Base, California and Wright-Patterson
Air Force Base, Dayton, Ohio. Dr. Bowers graduated from Indiana University
School of Medicine in 1960.
GEORGE BRISTOL, who has served as a Director since November 17, 1982, has
been a Director of Corporate Finance for Ernst & Young, since February 1992.
The firm is an international professional services firm. Mr. Bristol was a
Managing Director with the investment banking firms of Dean Witter Reynolds
Inc. from September 1989 to February 1992 and Prudential-Bache Securities,
Inc., after an association of more than eight years, until September 1989.
Prior to joining Prudential-Bache Securities, Inc., Mr. Bristol served as a
Vice President of Blyth Eastman Paine Webber Incorporated, an investment
banking firm. He holds a B.A. degree from the University of Michigan and an
M.B.A. degree from the Harvard Business School.
GORDON SETRAN has served as a Director since November 17, 1982, and was a
Vice President of California Federal Savings & Loan Association from 1975 until
his retirement in December 1985. Mr. Setran was a co-founder, President and
director of First Federal Savings & Loan Association of Corona which was
acquired by California Federal Savings & Loan Association in 1975.
WILLIAM BOWERS was elected as a Director on June 14, 1989. He was co-founder
and Chairman of MSI Data Corporation, a leading manufacturer of "on-the-move"
hand-held data collection systems,
4
<PAGE>
headquartered in Costa Mesa, California. Founded in 1967, MSI was a public
company until it was acquired by Symbol Technologies, Inc. in 1988. Mr. Bowers
is also a director of EECO, Inc. and D. H. Technology, two publicly-owned
companies. Mr. Bowers has two Bachelors degrees; one in Marketing from USC in
1951, and another in Electrical Engineering from UCLA in 1958.
Mr. Razin is a control person of the Company by virtue of his positions with
the Company and his ownership of 52.6% of the outstanding shares of Common
Stock of the Company.
Except for Sheldon Razin and Janet Razin, who are husband and wife, there are
no family relationships between any of the directors, the nominees for election
as directors or the executive officers of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the securities laws of the United States, the directors and officers of
the Company and any person who owns more than ten percent of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission and The Nasdaq National Market. Specific due dates for
these reports have been established, and the Company is required to disclose in
this Proxy Statement any late filings during the fiscal year ended March 31,
1995. To the Company's knowledge, based solely on its review of the copies of
such reports required to be furnished to the Company for the fiscal year ended
March 31, 1995, all of these reports were timely filed.
BOARD OF DIRECTORS MEETINGS AND RELATED MATTERS
During the fiscal year ended March 31, 1995, the Board of Directors held six
meetings. Each director attended 90% or more of the aggregate of all meetings
of the Board of Directors and all meetings of committees of the Board of
Directors on which he served that were held during the fiscal year.
The Board of Directors has an Audit Committee consisting of Messrs. Setran,
Bristol, and William Bowers and Dr. John Bowers, all of whom are non-employee
directors of the Company. The duties of the Audit Committee include meeting
with the independent auditors of the Company to review the scope of the annual
audit and to review the quarterly and annual financial statements of the
Company before the statements are released to the Company's shareholders. The
Audit Committee also evaluates the independent auditors' performance and makes
recommendations to the Board of Directors as to whether the auditing firm
should be retained by the Company for the ensuing fiscal year. In addition, the
Audit Committee reviews the Company's internal accounting and financial
controls and reporting systems practices. During the fiscal year ended March
31, 1995, the Audit Committee held four meetings.
There are currently no other standing committees of the Board of Directors.
Directors of the Company who are also employees of the Company are not
compensated for their services as directors or committee members. Directors of
the Company who are not also employees receive a fee of $2,500 per year for
serving on the Board of Directors. Directors who serve on a committee of the
Board of Directors receive an annual fee of $1,000 and a fee of $250 for each
committee meeting attended, together with reasonable expenses of attendance at
committee meetings.
5
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth compensation received for the three fiscal
years ended March 31, 1995 by the CEO and the four other highest paid executive
officers of the Company whose aggregate total annual salary and bonus exceeded
$100,000 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------------
ALL OTHER
NAME AND OTHER ANNUAL COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) COMPENSATION ($)(1) ($)(2)
- ------------------ ---- --------- ------------------- ------------
<S> <C> <C> <C> <C>
Sheldon Razin 1995 213,750 -- 2,873
CEO, President 1994 180,000 23,372 2,235
1993 180,000 19,518 1,172
Robert Beck 1995 156,996 -- 2,740
Executive 1994 156,996 -- 2,478
Vice President 1993 148,054 -- 728
Greg Flynn 1995 108,929 -- 1,224
Vice President 1994 97,152 -- 945
Administration 1993 89,760 -- 139
Abe LaLande 1995 105,000 -- 1,185
Vice President 1994 105,000 -- 1,670
R & D-Hardware 1993 105,000 -- 419
Donn Neufeld 1995 104,250 -- 1,178
Vice President 1994 96,000 -- 800
Operations 1993 96,000 -- 799
</TABLE>
- --------
(1) This column reflects perquisite compensation for the named individuals. For
the fiscal year ended March 31, 1995, the aggregate perquisite compensation
for no executive exceeded the lesser of $50,000 or 10% of his total salary
and bonus and no individual perquisite received by a named officer exceeded
25% of the aggregate value of all perquisites received by that named
officer.
(2) This column reflects amounts attributable to Company contributions to the
Company's Deferred Compensation Plan and income attributable to the
provision of additional life insurance for the named individuals. For
fiscal year ended March 31, 1995 such amounts were, respectively, as
follows: Mr. Razin, $2,138 and $735; Mr. Beck $1,570 and $1,170; Mr. Flynn
$1,089 and $135; Mr. LaLande, $1,050 and $135; Mr. Neufeld, $1,043 and
$135.
6
<PAGE>
OPTION GRANTS
No options were granted to the Named Officers in fiscal 1995.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table provides information on option exercises in fiscal 1995
by the Named Officers as of March 31, 1995.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT MARCH 31, 1995 AT MARCH 31, 1995(1)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Sheldon Razin........... 0 $ 0 0 0 $ 0 $ 0
Robert Beck............. 8,000 22,875 10,750 37,500 18,813 65,625
Greg Flynn.............. 2,000 3,125 15,500 26,500 28,375 47,625
Abe LaLande............. 10,000 24,375 12,500 7,500 20,313 12,188
Donn Neufeld............ 0 0 13,500 24,500 22,875 42,625
</TABLE>
- --------
(1) The closing price of the Company's Common Stock on March 31, 1995 on The
Nasdaq National Market was $3.25. The dollar amounts shown reflect the
value of options accumulated over a four year period.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
The Board of Directors of the Company appointed the firm of Deloitte & Touche
LLP as its independent auditors for the fiscal year ended March 31, 1995. The
Board of Directors of the Company has also appointed Deloitte & Touche LLP to
serve again as the Company's independent auditors for the fiscal year ending
March 31, 1996, subject to ratification by the holders of a majority of the
shares represented either in person or proxy at the Annual Meeting. In the
event that the shareholders do not ratify the selection of Deloitte & Touche
LLP as the Company's independent auditors, the selection of another independent
auditing firm will be considered by the Board of Directors.
Representatives of Deloitte & Touche LLP are expected to attend the Annual
Meeting and will be available to respond to appropriate questions. The
representatives of Deloitte & Touche LLP also will have the opportunity to make
a formal statement, if they so desire.
7
<PAGE>
ANNUAL REPORT
The Company's Annual Report containing audited financial statements for the
fiscal years endedMarch 31, 1995 and 1994 accompanies this Proxy Statement but
such report is not incorporated herein and is not deemed to be a part of this
proxy solicitation material.
PROPOSALS OF SHAREHOLDERS
Pursuant to the rules of the Securities and Exchange Commission, proposals by
shareholders which are intended to be presented at the Company's next Annual
Meeting must be received by the Company by March 27, 1996, in order to be
considered for inclusion in the Company's proxy materials.
OTHER MATTERS
The Board of Directors knows of no other matters which will be acted upon at
the Annual Meeting. If any other matters are presented properly for action at
the Annual Meeting or at any adjournment thereof, it is intended that the proxy
will be voted with respect thereto in accordance with the best judgment and in
the discretion of the proxy holder.
By Order of the Board of Directors,
QUALITY SYSTEMS, INC.
/s/ Janet M. Razin
Janet M. Razin
Vice President and
Corporate Secretary
Tustin, California
July 25, 1995
SHAREHOLDERS MAY OBTAIN FREE OF CHARGE A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-KSB FOR THE FISCAL YEAR ENDED MARCH 31, 1995, (WITHOUT EXHIBITS) AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY WRITING TO: INVESTOR
RELATIONS--QUALITY SYSTEMS, INC., 17822 EAST 17TH STREET, SUITE 102, TUSTIN,
CALIFORNIA 92680.
8
<PAGE>
- --------------------------------------------------------------------------------
PROXY QUALITY SYSTEMS, INC.
1995 ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 6, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Sheldon Razin, Graeme Frehner and Janet
Razin, and each of them, individually, as attorneys and proxies, with full
power of substitution, to represent the undersigned and to vote, as designated
below, all the shares of Common Stock of Quality Systems, Inc. which the
undersigned is entitled to vote at its Annual Meeting of Shareholders to be
held at The Center Club,650 Town Center Drive, Costa Mesa, California, on
Wednesday, September 6, 1995, at 2:30 P.M. Pacific Time, or at any adjournment
thereof.
1. ELECTION OF DIRECTORS:
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below
Sheldon Razin, Janet Razin, Graeme Frehner, John Bowers, M.D.,
George Bristol, Gordon Setran and William Bowers
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, WRITE THE
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
------------------------------------------------------------------------
2. Ratification of Selection of Deloitte & Touche LLP as the Company's
Independent Auditors:
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, upon other business which properly comes before the
Meeting or any adjournment thereof.
IMPORTANT--PLEASE SIGN AND DATE ON OTHER SIDE AND RETURN PROMPTLY.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER ON THE REVERSE SIDE OF THIS PROXY. WHERE NO DIRECTION IS GIVEN,
SUCH SHARES WILL BE VOTED "FOR" THE ELECTION OF THE DIRECTORS NAMED ON THE
REVERSE SIDE OF THIS PROXY AND "FOR" PROPOSAL 2. THIS PROXY CONFERS
DISCRETIONARY AUTHORITY TO CUMULATE VOTES FOR ANY OR ALL OF THE NOMINEES FOR
ELECTION OF DIRECTORS FOR WHICH AUTHORITY TO VOTE HAS NOT BEEN WITHHELD.
Dated: ............., 1995
-----------------------------
(Signature of Shareholder)
-----------------------------
Please sign your name
exactly as it appears
hereon. Executors,
administrators, guardians,
officers of corporations,
and others signing in a
fiduciary capacity should
state their full titles as
such.
WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, YOU ARE
URGED TO SIGN AND RETURN
THIS PROXY, WHICH MAY BE
REVOKED AT ANY TIME PRIOR TO
ITS USE.
- --------------------------------------------------------------------------------
