<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
LASERTECHNICS
- - --------------------------------------------------------------------------------
(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] No fee required.
[_] 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:
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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):
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
LASERTECHNICS, INC.
3208 COMMANDER DRIVE
CARROLLTON, TEXAS 75006
--------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1997
--------------------------------
You are hereby notified that the annual meeting (the "Meeting") of the
stockholders of Lasertechnics, Inc. (the "Company") will be held at the Hotel
Intercontinental New York, 111 East 48th Street, New York, New York, on May 13,
1997 at 9:00 a.m. Eastern Daylight Time for the following purposes:
1. To consider and vote upon a proposal to elect Jean-Pierre Arnaudo,
Eugene A. Bourque, Richard M. Clarke, Paul J. Coleman, Jr., C. Seth
Cunningham, Robert E. Kiss, Richard C.E. Morgan and Alfred E. Paulekas as
directors of the Company;
2. To ratify the selection of KPMG Peat Marwick LLP as the
independent auditors of the Company for the year ending December 31, 1997;
and
3. To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Only the stockholders of record at the close of business on March 25, 1997
are entitled to notice of and to vote at the Meeting or any adjournment thereof.
The stock transfer books will not be closed.
The Company desires your presence at the Meeting. However, so that the
Company may be certain that your shares are represented and voted in accordance
with your wishes, please mark, date, sign and return the enclosed proxy in the
enclosed return envelope (requiring no postage if mailed in the United States)
as promptly as possible to assure representation of your shares and a quorum at
the Meeting. If you attend the Meeting, you may revoke your proxy and vote in
person.
By Order of the Board of Directors,
E. A. MILO MATTORANO
Secretary
Dallas, Texas
April 21, 1997
<PAGE>
LASERTECHNICS, INC.
3208 COMMANDER DRIVE
CARROLLTON, TEXAS 75006
--------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1997
--------------------------------
SOLICITATION
This Proxy Statement and accompanying form of proxy are being mailed to
stockholders commencing on or about April 21, 1997 in connection with the
solicitation by the Board of Directors (the "Board of Directors" or the "Board")
of Lasertechnics, Inc. (the "Company") of proxies from the holders of the
following securities of the Company:
(i) Voting common stock, par value $.01 per share ("Common Stock");
(ii) Series A Convertible Preferred Stock, no par value ("Series A
Preferred Stock");
(iii) Series B Convertible Preferred Stock, no par value ("Series B
Preferred Stock"); and
(iv) Series C Convertible Preferred Stock, no par value ("Series C
Preferred Stock," collectively with the Series A Preferred Stock and Series B
Preferred Stock, the "Preferred Stock" and, the Preferred Stock collectively
with the Common Stock, the "Stock").
Such proxies are to be used at the annual meeting of stockholders of the
Company (the "Meeting") to be held at the Hotel Intercontinental New York, 111
East 48th Street, New York, New York, on May 13, 1997 at 9:00 a.m. Eastern
Daylight Time, as set forth in the accompanying Notice of Annual Meeting of
Stockholders (the "Notice") and at any adjournment thereof, for the purposes set
forth in the Notice. Management is not currently aware of any matters other
than those referenced in this Proxy Statement that will be presented for action
at the Meeting.
RECORD DATE AND VOTING STOCK
Only stockholders of record at the close of business on March 25, 1997 will
be entitled to vote on matters presented at the Meeting or any adjournment
thereof.
As of March 31, 1997, there were issued and outstanding 40,731,004 shares
of Common Stock and 2,918,715 shares of Preferred Stock. The holders of a
majority of the outstanding Common Stock and Preferred Stock, entitled to vote
on the matters specified in the Notice at the Meeting, present in person or
represented by proxy, voting collectively as a single class, constitutes a
quorum for the Meeting and for action on such matters. Under the Company's
Certificate of Incorporation, as amended to date, and the Certificates of
Designation of the Preferred Stock, each share of Common Stock and each share of
Preferred Stock entitles the holder thereof to one vote on each matter presented
at the Meeting or any adjournment thereof. Under the Certificate of Designation
for the Company's Series D Preferred Stock, par value $.01 per share (the
"Series D Preferred Stock") and the terms of the Company's Non-Voting Common
Stock, par value $.01 per share (the "Non-Voting Common Stock"), holders of
Series D Preferred Stock are not entitled to notice of the Meeting and holders
of Series D Preferred Stock and Non-Voting Common Stock are not entitled to vote
on the matters brought before the Meeting or any adjournment thereof.
-2-
<PAGE>
In the election of directors, stockholders are not entitled to cumulate
their votes and are not entitled to vote for a greater number of persons that
the number of nominees named in the Proxy Statement.
Votes are counted, and the count is certified, by an inspector of
elections.
For purposes of determining whether a proposal has received a majority
vote, abstentions will be included in the vote totals, with the result that an
abstention will have the same effect as a negative vote for all proposals other
than the election of directors. If a broker indicates that it is prohibited
from exercising discretionary authority with respect to shares held of record by
such broker, including shares held for beneficial holders that have not returned
proxies (so-called "broker non-votes"), those shares will not be included in the
vote totals and, therefore, will have no effect on the outcome of the vote with
respect to that matter. Abstentions and broker non-votes will, however, be
treated as present for quorum purposes and may be entitled to vote on other
matters.
All duly executed proxies received prior to the Meeting will be voted in
accordance with the choices specified thereon. As to any matter for which no
choice has been specified in a duly executed proxy, the shares of stock
represented thereby will be voted (i) FOR the election as directors of the
nominees listed herein, (ii) FOR approval of KPMG Peat Marwick LLP as the
Company's independent auditors for the year ended December 31, 1997, and (iii)
in the discretion of the persons named in the proxy in connection with any other
business that may properly come before the Meeting. A stockholder giving a
proxy may revoke it at any time before it is voted at the Meeting by filing with
the Corporate Secretary an instrument revoking it, by delivering a duly executed
proxy bearing a later date or by appearing at the Meeting and voting in person.
The Annual Report to Stockholders for the year ended December 31, 1996 has
been mailed to each stockholder entitled to vote at the Meeting on or before the
date of mailing this Proxy Statement. The Annual Report is not a part of the
proxy solicitation material.
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitations by mail, regular employees of the
Company may solicit proxies in person or by telephone. The Company will also
reimburse brokers or other persons holding Stock in their names or in the names
of their nominees for their reasonable expenses in forwarding proxy material to
beneficial owners of Stock.
PRINCIPAL STOCKHOLDERS
The following table sets forth the number of shares of (i) Common Stock,
(ii) Non-Voting Common Stock, (iii) Series A Preferred Stock, (iv) Series B
Preferred Stock, (v) Series C Preferred Stock, (vi) Series D Preferred Stock,
(vii) common stock, par value $.01 per share ("Sandia Common Stock"), of Sandia
Imaging Systems Corporation, a subsidiary of the Company ("Sandia"), and (viii)
common stock, par value $.01 per share ("LMC Common Stock"), of Lasertechnics
Marking Corporation, a subsidiary of the Company ("LMC"), beneficially owned as
of December 31, 1996 for (a) each person known by the Company to be the
beneficial owner of more than 5% of any class of voting securities of the
Company, (b) each current director of the Company, (c) each of the five most
highly compensated executive officers of the Company and (d) all directors and
named executive officers as a group. Except as otherwise indicated, the persons
or entities set forth in the table below have sole investment and voting power
with respect to all shares shown as beneficially owned, subject to community
property laws, where applicable. The business address of each director and
executive officer is c/o Lasertechnics, Inc., 3208 Commander Drive, Carrollton,
Texas 75006.
<TABLE>
<CAPTION>
NAME AND ADDRESS TITLE OF CLASS NUMBER PERCENTAGE PERCENTAGE
---------------- -------------- ------ ---------- ----------
OF BENEFICIAL OWNER OF SHARES OF CLASS OF COMPANY
- - ------------------- --------- ---------- ----------
VOTING POWER
------------
<S> <C> <C> <C> <C>
Jean-Pierre Arnaudo Common Stock 25,000(1) * *
Sandia Common Stock 80,417(2)(3) 1.6% n/a
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS TITLE OF CLASS NUMBER PERCENTAGE PERCENTAGE
---------------- -------------- ------ ---------- ----------
OF BENEFICIAL OWNER OF SHARES OF CLASS OF COMPANY
- - ------------------- --------- ---------- ----------
VOTING POWER
------------
<S> <C> <C> <C> <C>
Eugene A. Bourque Common Stock 156,286(4) * *
LMC Common Stock 16,000(5)(6) * n/a
Sandia Common Stock 10,000(7)(3) * n/a
Richard M. Clarke Common Stock 268,550(8) * *
LMC Common Stock 2,500(6) * n/a
Sandia Common Stock 7,500(9)(3) * n/a
C. Seth Cunningham Common Stock 13,750(10) * *
LMC Common Stock 2,500(6) * n/a
Paul J. Coleman, Jr. Common Stock 78,250(11) * *
LMC Common Stock 2,500(6) * n/a
Sandia Common Stock 7,500(12)(3) * n/a
Robert E. Kiss Common Stock 5,358,549(13) 13.0% 11.5%
Non-voting Common Stock 2,249,842(14) 100.0% 4.8%
Sandia Common Stock 7,500(15)(3) * n/a
E.A. Milo Mattorano Common Stock 15,000(16) * *
Sandia Common Stock 2,188(17)(3) * n/a
Richard C.E. Morgan Common Stock 6,834,882(18) 16.5% 14.6%
Series A Preferred Stock 1,153,846(19) 100.0% 2.5%
Series B Preferred Stock 1,056,338(20) 100.0% 2.3%
Series C Preferred Stock 708,530(21) 100.0% 1.5%
LMC Common Stock 2,500(6) * n/a
Sandia Common Stock 10,000(22)(3) * n/a
Stephen C. Nesbit Sandia Common Stock 20,000(23)(3) * n/a
Alfred E. Paulekas Common Stock 57,500(24) * *
LMC Common Stock 22,500(25)(6) * n/a
J.P. Morgan Investment Common Stock 5,358,549(26) 13.0% 11.5%
Corporation Non-voting Common Stock 2,249,842 100.0% 4.8%
60 Wall Street Sandia Common Stock 7,500(27)(3) * n/a
New York, New York 10260
Wolfensohn Associates L.P. Common Stock 6,607,866(28) 16.0% 14.1%
32nd Floor Series A Preferred Stock 1,153,846 100.0% 2.5%
590 Madison Avenue Series B Preferred Stock 1,056,338 100.0% 2.3%
New York, New York 10021 Series C Preferred Stock 708,530(29) 100.0% 1.5%
All directors and named Common Stock 12,801,517(30) 31.0% 27.4%
executive officers as a LMC Common Stock 48,500(31)(6) 1.8% n/a
group (10 individuals) Sandia Common Stock 145,105(32)(3) 2.9% n/a
</TABLE>
* Denotes percentage ownership of less than 1%.
-4-
<PAGE>
(1) Includes 25,000 shares that Mr. Arnaudo has the right to acquire within 60
days pursuant to options.
(2) Includes 80,417 shares that Mr. Arnaudo has the right to acquire within 60
days pursuant to options.
(3) The authorized capital stock of Sandia consists of 18,000,000 shares of
Sandia Common Stock, of which 4,500,000 shares are held of record by the
Company and 1,299,742 shares are either held of record by or reserved for
issuance to directors, executive officers and employees of Sandia pursuant
to the exercise of stock options. Sandia Common Stock has one vote per
share on any matters submitted to a vote of the stockholders of Sandia.
(4) Includes 146,286 shares that Mr. Bourque has the right to acquire within
60 days pursuant to options.
(5) Includes 16,000 shares that Mr. Bourque has the right to acquire within 60
days pursuant to options.
(6) The authorized capital stock of LMC consists of 5,000,000 shares of LMC
Common Stock, of which 2,600,000 shares are held of record by the Company
and 482,500 shares are either held of record by or reserved for issuance to
directors, executive officers and employees of LMC pursuant to the exercise
of stock options. LMC Common Stock has one vote per share on any matters
submitted to a vote of the stockholders of LMC. As to Messrs. Clark,
Cunningham, Coleman and Morgan, the number of shares of LMC Common Stock
beneficially owned includes 2,500 shares that each of such individuals has
the right to acquire within 60 days pursuant to options, respectively.
(7) Includes 10,000 shares that Mr. Bourque has the right to acquire within 60
days pursuant to options.
(8) Includes 16,250 shares that Mr. Clarke has the right to acquire within 60
days pursuant to options.
(9) Includes 7,500 shares that Mr. Clarke has the right to acquire within 60
days pursuant to options.
(10) Includes 13,750 shares that Mr. Cunningham has the right to acquire
within 60 days pursuant to options.
(11) Includes 16,250 shares that Mr. Coleman has the right to acquire within
60 days pursuant to options.
(12) Includes 7,500 shares that Mr. Coleman has the right to acquire within 60
days pursuant to options.
(13) Includes 5,231,000 shares held by J.P. Morgan Investment Corporation
("JPMIC"), 125,049 shares that JPMIC has the right to acquire within 60
days pursuant to warrants and 2,500 shares that JPMIC has the right to
acquire within 60 days pursuant to options. JPMIC is an affiliate of J.P.
Morgan Capital Corporation ("JPMCC"), of which Mr. Kiss is a Vice
President. Mr. Kiss disclaims beneficial ownership as to all such shares
held by JPMIC.
(14) Includes 2,249,842 shares held by JPMIC. JPMIC is an affiliate of JPMCC,
of which Mr. Kiss is a Vice President. Mr. Kiss disclaims beneficial
ownership as to all such shares held by JPMIC.
(15) Includes 7,500 shares that JPMIC has the right to acquire within 60 days
pursuant to options. JPMIC is an affiliate of J.P. Morgan Capital
Corporation, of which Mr. Kiss is a Vice President. Mr. Kiss disclaims
beneficial ownership as to all such shares held by JPMIC.
(16) Includes 5,000 shares that Mr. Mattorano has the right to acquire within
60 days pursuant to options.
(17) Includes 2,188 shares that Mr. Mattorano has the right to acquire within
60 days pursuant to options.
(18) Includes 28,750 shares that Mr. Morgan has the right to acquire within 60
days pursuant to options, 6,443,901 shares held by Wolfensohn Associates
L.P. ("Wolfensohn"), 56,341 shares that Wolfensohn has the right to acquire
within 60 days pursuant to warrants and 107,624 shares that Wolfensohn has
the right to acquire within 60 days pursuant to options. Mr. Morgan is a
General Partner of Wolfensohn Partners L.P., the managing partner of
Wolfensohn. Mr. Morgan disclaims beneficial ownership as to all such shares
held by Wolfensohn.
(19) Includes 1,153,846 shares held by Wolfensohn. Mr. Morgan is a General
Partner of Wolfensohn Partners L.P., the managing partner of Wolfensohn.
Mr. Morgan disclaims beneficial ownership as to all such shares held by
Wolfensohn.
(20) Includes 1,056,338 shares held by Wolfensohn. Mr. Morgan is a General
Partner of Wolfensohn Partners L.P., the managing partner of Wolfensohn.
Mr. Morgan disclaims beneficial ownership as to all such shares held by
Wolfensohn.
(21) Includes 509,854 shares held by Wolfensohn and 198,676 shares held by
Jackson Hole Investments Acquisitions, L.P., ("Jackson Hole"), an
affiliate of Wolfensohn.
(22) Includes 10,000 shares that Mr. Morgan has the right to acquire within 60
days pursuant to options.
(23) Includes 20,000 shares that Mr. Nesbit has the right to acquire within 60
days pursuant to options.
(24) Includes 41,250 shares that Mr. Paulekas has the right to acquire within
60 days pursuant to options.
(25) Includes 22,500 shares that Mr. Paulekas has the right to acquire within
60 days pursuant to options.
(26) Includes 125,049 shares that JPMIC has the right to acquire within 60
days pursuant to warrants and 2,500 shares that JPMIC has the right to
acquire within 60 days pursuant to options.
(27) Includes 7,500 shares that JPMIC has the right to acquire within 60 days
pursuant to options.
-5-
<PAGE>
(28) Includes 56,341 shares that Wolfensohn has the right to acquire within 60
days pursuant to warrants and 107,624 shares that Wolfensohn has the
right to acquire within 60 days pursuant to options.
(29) Includes 198,676 shares held by Jackson Hole, an affiliate of Wolfensohn.
(30) Includes the 583,050 shares that officers, directors and their affiliates
have the right to acquire within 60 days pursuant to options or warrants,
as described in footnotes 1, 4, 8, 10, 11, 13, 16, 18 and 24, and the
11,674,901 shares held by JPMIC and Wolfensohn as to which Messrs. Kiss
and Morgan disclaim beneficial ownership, as described in footnotes 13
and 18.
(31) Includes the 48,500 shares that officers, directors and their affiliates
have the right to acquire within 60 days pursuant to options, as
described in footnotes 5, 6, and 25.
(32) Includes the 145,105 shares that officers, directors and their affiliates
have the right to acquire within 60 days pursuant to options, as
described in footnotes 2, 7, 9, 12, 15, 17, 22 and 23.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of March 31, 1997, the names of the directors
and the executive officers of the Company and its subsidiaries, their respective
ages and their respective positions with the Company.
NAME AGE POSITION
- - ---- --- --------
Jean Pierre Arnaudo(3).... 52 Director
Chief Executive Officer, President
and Secretary -- Sandia
Ronald Bencke............. 57 Vice President and Chief Financial
Officer -- LMC
Eugene A. Bourque......... 51 Director; President and Chief Executive
Officer -- LMC
Richard M. Clarke(2)...... 65 Director
Paul J. Coleman, Jr.(1)... 65 Director
C. Seth Cunningham(1)(2).. 41 Director
Robert E. Kiss............ 39 Director
E.A. Milo Mattorano....... 51 Vice President, Chief Financial Officer
and Secretary; Vice President, Chief
Financial Officer and Controller --
Sandia
Richard C.E. Morgan(3).... 52 Chairman of the Board of Directors,
Chief Executive Officer
Stephen C. Nesbit......... 46 Vice President & General Manager
DataGlyphs -- Sandia
Alfred E. Paulekas(1)(2).. 65 Director; Chairman of the Board of
Directors and President -- LMC
- - ----------------------------
(1) Member of the Audit Committee.
(2) Member of the LMC Compensation Committee.
-6-
<PAGE>
(3) Member of the Sandia Compensation Committee. David Goodstein, a director
of Sandia, is also a member of the Sandia Compensation Committee.
JEAN-PIERRE ARNAUDO was named President and Chief Executive Officer and a
Director of Sandia in May 1995 and joined the Company's Board in August 1995.
From 1993 until his appointment as President of Sandia, Mr. Arnaudo served as
The President and General Manager of Sandia Imaging Systems Europe, S. A., a
subsidiary of Sandia. Before joining Sandia, from 1990 to 1992 Mr. Arnaudo was
General Manager of Terminal Computer Systems, a distribution company for
communication equipment used with mainframe computers.
RONALD BENCKE was named Vice President and Chief Financial Officer of LMC
in May 1995. From September 1994 to May 1996, Mr. Bencke served as Vice
President and Chief Financial Officer of the Company. From 1992 to September
1994, Mr. Bencke served as Chief Financial Officer for QED Communications, a
public television station in Pittsburgh, Pennsylvania. Prior thereto, Mr. Bencke
spent 23 years with Westinghouse Electric Corporation, a large manufacturing
conglomerate, serving in a variety of financial and executive positions of
increasing responsibility.
EUGENE A. BOURQUE joined the Board in January of 1993, was named President
and Chief Executive Officer of LMC in May 1995 and also serves as a Director of
LMC. From 1993 to 1995, Mr. Bourque served as President of the Company. From
1988 to 1993, Mr. Bourque served as Vice President and Chief Financial Officer
of the Company. From 1985 to 1987, Mr. Bourque was the financial and business
service manager for the Cynara Co., a partnership controlled by The Dow Chemical
Co. that operated natural gas processing plants.
RICHARD M. CLARKE joined the Board in 1988 and served as Chairman from 1990
through 1994. Mr. Clarke also serves as a Director of Sandia and LMC. Since
1992, Mr. Clarke has been the Chairman of Yankelovich Partners, Inc., a market
research firm. From 1990 to 1993 Mr. Clarke was the Chairman and Chief
Executive Officer of Akzo America Inc., a diversified international chemical and
health care corporation. From 1986 to 1989 Mr. Clarke was the Vice Chairman and
a Director of Hoechst Celanese Corporation, a diversified chemical company. Mr.
Clarke is the Chairman of NESC and the Vice Chairman of Farleigh Dickinson
University.
PAUL J. COLEMAN, JR. joined the Board in 1985 and also serves as a Director
of Sandia. He is President, Chief Executive Officer, and a Trustee of the
Universities Space Research Association, a non-profit space research, technology
and education company, and a professor of space physics at the University of
California at Los Angeles ("UCLA"). He also serves as a Director of Quantrad
Sensors, Inc., One Room Systems, Inc. and Southeast Interactive Technology, LLC.
from 1993 through 1996, Dr. Coleman was the Director of the National Institute
for Global Environmental Change of the U.S. Department of Energy, and from 1989
through 1993, he was the Director of the Institute of Geophysics and Planetary
Physics at UCLA.
C. SETH CUNNINGHAM joined the Board in 1994 and also serves on the Board of
Directors of Sandia and of LMC. From 1979 to mid-1996, Mr. Cunningham was
employed by J. P. Morgan, since 1991 as a Managing Director. From 1985 to mid-
1996, Mr. Cunningham worked with and was a founding member of, J.P. Morgan
Capital Corporation, which makes worldwide private equity investments for J. P.
Morgan's own account. Currently, Mr. Cunningham is a private equity investor.
ROBERT E. KISS joined the Board in September, 1996. Since 1986, he has been
a Vice President at J.P. Morgan serving in a number of capacities including
corporate finance and mergers and acquisitions. Since June 1996, Mr. Kiss has
been working in J.P. Morgan Capital Corporation which makes worldwide private
equity investments for J.P. Morgan's account.
E.A. MILO MATTORANO was named Controller of Sandia in January 1995. From
1988 to 1994, Mr. Mattorano was the Vice President of Finance of Insilco
Corporation, a manufacturing conglomerate of high-tech, heavy metals and
consumer products businesses.
RICHARD C. E. MORGAN joined the Board in 1985 and was elected Chairman of
the Board and Chief Executive Officer of the Company in December 1994. Mr.
Morgan is also the Chairman of the Board of Directors of Sandia and
-7-
<PAGE>
serves on the Board of Directors of LMC. Since 1986 Mr. Morgan has been a
General Partner of Wolfensohn Partners L.P., The managing general partner of
Wolfensohn Associates L.P., a venture capital partnership.
STEPHEN C. NESBIT was named Corporate Vice President & General Manager
Dataglyphs Business for Sandia in October 1995, after serving as an outside
consultant to Sandia for the previous nine months. Mr. Nesbit is also a
Director of Sandia. From 1993 to 1994 Mr. Nesbit served as Senior Vice
President and General Manager of the Business Products Division at Micrografx,
Inc. From 1992 to 1993, Mr. Nesbit was Corporate Vice President of sales at
Bytex Corporation in Boston, Massachusetts.
ALFRED E. PAULEKAS joined the Board in 1994 and also serves on the Board of
Directors of LMC. Since 1992, Mr. Paulekas has been President of A.T.C.
Associates, a business consulting firm. From 1989 to 1992, Mr. Paulekas served
as Director of Development/Community Relations, University of Connecticut Health
Center.
See "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS -- Transactions with
Management and Related Parties" for a description of transactions between the
Company or a subsidiary and certain directors and executive officers.
Each director serves until the next annual meeting of stockholders and
until the director's successor is duly elected and qualified. Officers serve at
the discretion of the Board of Directors, subject to the terms of any employment
agreement.
MEETING ATTENDANCE AND COMMITTEES OF THE BOARD
The Company has an Audit Committee of the Board of Directors. The Audit
Committee has responsibility for overseeing the performance and reviewing the
scope of the audit function of the Company's independent auditors. The Audit
Committee met one time in 1996.
The Compensation Committees of each of the Company's two subsidiaries,
Sandia and LMC, set compensation policies for all employees of each such
subsidiary. The Board of Directors sets the compensation of the Company's two
officers at the holding company level, Messrs. Morgan and Mattorano. The Sandia
Compensation Committee and the LMC Compensation Committee each met two times in
1996.
The Company does not have a Nominating Committee. The Board of Directors,
acting as a whole, performs the primary function of a Nominating Committee by
recommending persons to be considered for election to the Board.
The Board of Directors met 11 times in 1996, five of which were in person
and six of which were by telephonic conference. With the exception of Mr.
Clarke, each Director attended 75 percent or more of the aggregate of the
meetings of the Board.
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth certain information regarding compensation
paid by the Company during the last three fiscal years to the five most highly
compensated executive officers of the Company and its subsidiaries, Sandia and
LMC, during the fiscal year ended December 31, 1996.
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<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------------- ----------------------
OTHER ANNUAL NUMBER OF SECURITIES
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION UNDERLYING OPTIONS (#)
- - --------------------------- ---- ------ ----- ------------ ----------------------
<S> <C> <C> <C> <C> <C>
Richard C.E. Morgan, 1996 $100,000 $ -- $ -- 60,000(8)
Chief Executive Officer (1) 1995 100,000 -- -- 5,000(9)
1994 -- -- -- 5,000(9)
Jean-Pierre Arnaudo, 1996 180,000 50,000 49,700(6) 162,500(9)
President and Chief 1995 150,000 25,000 10,840(7) 75,000(10)
Executive Officer-Sandia (2) 1994 150,000 10,000 -- 30,000(9)
Eugene A. Bourque, 1996 138,358 -- -- 80,000(12)
President and Chief 1995 125,029 -- -- --
Executive Officer-LMC (3) 1994 124,064 -- -- 10,000(7)
Milo Mattorano, Vice 1996 93,747 10,000 -- 111,000(11)
President and Chief 1995 65,000 10,000 -- 5,000(9)
Financial Officer of the 1994 -- -- -- --
Company and Sandia (4)
Stephen C. Nesbit, 1996 $120,000 $30,000 -- 81,000(9)
Vice President and General 1995 30,000 22,500 -- 20,000(9)
Manager DataGlyphs 1994 -- -- -- --
Business-Sandia (5)
</TABLE>
(1) Mr. Morgan did not serve as an officer of the Company in 1994.
(2) Mr. Arnaudo's compensation for 1994 and for January to May 1995 was for his
service as the President and General Manager of Sandia Europe, S.A., a
subsidiary of Sandia.
(3) Mr. Bourque's compensation for 1994 and for January to May 1995 was for his
service as the President of the Company.
(4) Mr. Mattorano joined the Company in January 1995.
(5) Mr. Nesbit joined the Company in October 1995.
(6) Represents the payment of transitional living expenses incurred from
January 1, 1996 to September 1, 1996, under Mr. Arnaudo's Employment
Agreement with the Company.
(7) Represents the payment of (i) moving expenses incurred due to Mr. Arnaudo's
relocation from Paris, France to Dallas, Texas and (ii) transitional living
expenses incurred from September 1, 1995 to December 31, 1995, pursuant to
Mr. Arnaudo's Employment Agreement with the Company.
(8) Securities underlying options are 50,000 shares of Common Stock and 10,000
shares of LMC Common Stock.
(9) Securities underlying options are shares of Sandia Common Stock.
(10) Securities underlying options are 50,000 shares of Common Stock and 75,000
shares of Sandia Common Stock.
(11) Securities underlying options are 91,000 shares of Sandia Common Stock and
20,000 shares of Common Stock.
(12) Securities underlying options are shares of LMC Common Stock.
Option Grants
The following table sets forth information relating to stock option
grants made by the Company to each of the five most highly compensated
executive officers of the Company and its subsidiaries, Sandia and LMC,
during the fiscal year ended December 31, 1996. The Company has no plans
that provide for the granting of stock appreciation rights.
-9-
<PAGE>
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE EXPIRATION
NAME GRANTED IN 1996 PER SHARE DATE
- - ---- ----------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Richard C. E. Morgan 50,000(1) 6.3% $1.81 12/31/01
10,000(3) 1.3% $1.00 7/11/06
Jean-Pierre Arnaudo 162,500(2) 20.5% $1.00 5/19/06
Eugene A. Bourque 80,000(3) 10.1% $1.00 7/11/06
Milo Mattorano 20,000(1) 2.5% $1.71 5/16/06
91,000(2) 11.5% $1.00 5/19/06
Stephen C. Nesbit 81,000(2) 10.3% $1.00 5/19/06
</TABLE>
(1) Securities underlying options are shares of Common Stock. Options for
Common Stock granted to Messrs. Morgan and Mattorano represent 20.4% and
10.2%, respectively, of all options for Common Stock granted to employees in
1996.
(2) Securities underlying options are shares of Sandia Common Stock. Options
for Sandia Common Stock granted to Messrs. Arnaudo, Mattorano and Nesbit
represent 48.6%, 27.2% and 24.2%, respectively, of all options for Sandia
Common Stock granted to employees in 1996.
(3) Securities underlying options are shares of LMC Common Stock. Options for
LMC Common Stock granted to Messrs. Morgan and Bourque represent 2.1% and
16.6%, respectively, of all options for LMC Common Stock granted to
employees in 1996.
Aggregate Option Exercises and Fiscal Year-End Option Value
The following table sets forth information relating to the exercise of
stock options by each of the five most highly compensated executive officers of
the Company and its subsidiaries, Sandia and LMC, during the fiscal year ended
December 31, 1996 and the value of such individuals' unexercised stock options
as of December 31, 1996.
AGGREGATE OPTION EXERCISES IN 1996 AND
DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
OPTIONS EXERCISED
DURING 1996
---------------------------
NUMBER OF NUMBER OF SECURITIES
SHARES UNDERLYING UNESERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS AT IN-THE-MONEY OPTIONS AT
NAME ON EXERCISE REALIZED DECEMBER 31, 1996 DECEMBER 31, 1996
- - ---- ----------- -------- --------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard C.E. Morgan 50,000(1) $79,500 10,000(2) 10,000(2) $ -- $ --
-- -- 2,500(3) 7,500(3) -- --
Jean-Pierre Arnaudo -- -- 25,000(1) 25,000(1) 28,905 28,905
-- -- 80,417(2) 287,500(2) -- --
Eugene A. Bourque -- -- 146,286(1) -- 169,101 --
-- -- 16,000(3) 64,000(3) -- --
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Milo Mattorano -- -- 5,000(1) 15,000(1) 5,781 17,343
-- -- 2,188(2) 96,000(2) -- --
Stephen C. Nesbit -- -- 20,000(2) 81,000(2) -- --
</TABLE>
_________________________
(1) Securities underlying options are shares of Common Stock.
(2) Securities underlying options are shares of Sandia Common Stock.
(3) Securities underlying options are shares of LMC Common Stock.
Compensation of Directors
Non-employee directors of the Company are eligible to receive an annual fee
of $10,000 for preparing for and attending meetings of directors and committees.
In addition to a one-time initial grant of an option to purchase 50,000 shares
of Common Stock on the date each director is first appointed or elected to the
Board of Directors, each non-employee director also receives an automatic grant
of an option to purchase 5,000 shares of Common Stock (under the Company's Non-
Employee Directors' Stock Option Plan) annually while continuing to serve on the
Board of Directors. While directors do not receive additional compensation for
attending meetings, the Company will pay ordinary and necessary out-of-pocket
expenses for directors to attend Board and committee meetings. Directors who are
officers or employees of the Company receive no fees for service on the Board or
committees thereof. Directors who serve on the Board of Directors of Sandia or
LMC are not separately or additionally compensated for such service.
In addition to his $10,000 annual compensation as a director of the
Company, Mr. Paulekas receives an annual fee of $50,000 for his services as the
Chairman of the Board of Directors of LMC. The annual compensation and stock
option grants earned by Mr. Kiss for his service as a non-employee director of
the Company are payable to JPMIC, Mr. Kiss' employer. Mr. Kiss is JPMIC's
designee to the Board of Directors.
Employment Contracts with Executive Officers
Sandia and Jean-Pierre Arnaudo are parties to an employment agreement,
which provides for a term of employment of Mr. Arnaudo through August 31, 2002
at a minimum annual base salary of $160,000, subject to increase by the Board of
Directors of Sandia. The agreement also provides for the payment to Mr. Arnaudo
of up to one times his annual salary in the event he is terminated after a
change in control (as defined in the employment agreement) of Sandia or if he is
terminated without cause at the election of the Board of Directors of Sandia.
The employment agreement also contains confidentiality and non-competition
provisions.
Transactions with Management and Related Parties
During 1995 and 1996 the Company received consulting services from director
nominee Alfred E. Paulekas relating to the Company's manufacturing and
production operations and from Theodore F. Patlovich, a director during 1995,
relating to the Company's international marketing efforts. Both individuals
were paid at the rate of $500 per day and the aggregate total compensation paid
to both individuals in 1995 was $17,750. In 1996 Mr. Patlovich did not provide
any consulting services to the Company and Mr. Paulekas became Chairman of the
LMC Board of Directors and was paid a total of $15,000 per quarter (an aggregate
of $10,000 per year for his services as a director of the Company and an
aggregate of $50,000 per year for his services as the Chairman of the LMC Board
of Directors) for his services to the Company. The Company has complete
discretion over whether or not to use the consulting services of either Mr.
Patlovich or Mr. Paulekas.
Between February and September 15, 1995 Wolfensohn loaned the Company a
total of $6,900,000 primarily to provide interim financing for the expanding
international imaging business of Sandia. The Company's indebtedness to
Wolfensohn was evidenced by a series of demand promissory notes providing a 12%
per annum interest rate and a maximum term of one year. Wolfensohn also received
in the loan transactions 5 year warrants (the "Warrants") to purchase a total of
534,105 shares of Common Stock at prices ranging from $1.01 per share to $1.76
per share. Wolfensohn is a beneficial owner of more than 5% of the Company's
outstanding Common Stock, Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock. All such series of preferred stock are convertible
into Common Stock. Mr. Morgan, the Chairman and CEO of the Company, is a General
Partner of Wolfensohn Partners, L.P., the Managing General Partner of
Wolfensohn.
-11-
<PAGE>
On May 10, 1995, Wolfensohn and JPMIC converted $1,000,000 and $2,093,000,
respectively, of the Company's short-term indebtedness to such companies into
Common Stock at a conversion price of $.95 per share for the purpose of
satisfying certain Nasdaq SmallCap Market minimum net capital requirements.
This conversion resulted in the issuance of an aggregate 1,872,158 shares of
Non-Voting Common Stock and 1,383,632 shares of Common Stock to JPMIC and
Wolfensohn, respectively. JPMIC is a beneficial owner of more than 5% of the
outstanding Common Stock of the Company. Mr. Kiss is a Vice President of JPMCC,
an affiliate of JPMIC and serves on the Board as JPMIC's designee.
In order for the Company to maintain the minimum net capital required for
its continued listing on the Nasdaq SmallCap Market during the last half of
1995, on three separate occasions Wolfensohn converted a total principal amount
of $3,210,000 of debt held by Wolfensohn into Preferred Stock. In each case
Wolfensohn received shares of a separate series of Preferred Stock. All shares
of Preferred Stock received by Wolfensohn are convertible into Common Stock on a
one share for one share basis pursuant to the Company's Certificate of
Incorporation.
The following table sets forth the basic terms of these three debt
conversions by Wolfensohn.
<TABLE>
<CAPTION>
CONVERSION PRICE
----------------
PRINCIPAL AMOUNT PER SHARE OF NUMBER AND SERIES OF SHARES
----------------- --------------- ---------------------------
DATE OF DEBT CONVERTED PREFERRED STOCK OF PREFERRED STOCK RECEIVED
- - ---- ----------------- --------------- ---------------------------
<S> <C> <C> <C>
8/8/95 $1,500,000 $1.30 1,153,846; Series A
9/26/95 $1,500,000 $1.42 1,056,338; Series B
12/27/95 $ 469,879* $1.51 311,179; Series C
</TABLE>
_________
*Includes $259,879 of accrued interest on the Wolfensohn debt.
Each series of Preferred Stock ranks prior to the Common Stock for dividend
distribution and liquidation purposes. The stated value of each series of
Preferred Stock is the same as the conversion price reflected in the table
above. Cumulative dividends are payable on the stated value per share of each
such series of Preferred Stock, at the rate of 10% per annum. All such shares
of each of the foregoing series of Preferred Stock are entitled to vote as if
converted into Common Stock except upon matters as to which such Preferred Stock
is entitled by law to vote as a separate class.
In addition, on December 15, 1995 Wolfensohn exercised certain Warrants it
had received from the Company as partial consideration for the short-term loans
made by Wolfensohn to the Company. Wolfensohn exercised the Warrants for the
purchase of 534,105 shares of Common Stock for an aggregate purchase price of
$690,000. The purchase price was paid by the cancellation of $690,000 in
aggregate principal amount of certain promissory notes of the Company held by
Wolfensohn, as permitted in the Warrants. In addition, on December 27, 1995,
Wolfensohn and a related party purchased from the Company a total of 397,351
shares of Series C Convertible Preferred Stock at a price of $1.51 per share for
an aggregate purchase price of $600,000.
From the net proceeds of the Company's sale of $7,000,000 of convertible
debentures in October of 1995, $2,000,000 was used to repay a portion of the
Company's debt to Wolfensohn. As a result of the foregoing transactions the
Company either paid off or converted into equity, by the end of 1995, all of the
outstanding indebtedness of the Company to Wolfensohn and JPMIC, respectively,
plus accrued interest thereon.
MATTERS TO BE BROUGHT BEFORE THE MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Eight persons currently serve on the Board and are expected to continue to
serve until the Meeting. Unless contrary instructions are set forth in the
proxy, it is intended that the persons named in the proxy will vote all shares
of Stock represented by the proxy for the election as directors of Messrs. Jean-
Pierre Arnaudo, Eugene A. Bourque, Richard M.
-12-
<PAGE>
Clarke, Paul J. Coleman, Jr., C. Seth Cunningham, Robert E. Kiss, Richard C.E.
Morgan and Alfred E. Paulekas, all of whom are presently members of the Board of
Directors of the Company. The eight directors elected at the Meeting will each
serve for a term expiring on the date of the annual meeting in 1998. Directors
of the Company are elected annually and hold office until their successors have
been elected and qualified or their earlier resignation or removal. Should any
nominee become unavailable for election, the Board of Directors of the Company
may designate another nominee, in which case the persons acting under duly
executed proxies will vote for the election of the replacement nominee, although
management is not aware of any circumstances likely to render any nominee
unavailable for election. Election of directors will be by a plurality of the
votes cast. A stockholder may, in the manner set forth in the enclosed proxy
card, instruct the proxy holder not to vote that stockholder's shares of Stock
for one or more of the named nominees. The proxies solicited hereby cannot be
voted for a number of persons greater than the number of nominees named herein.
The Certificate of Incorporation of the Company, as amended to date, does not
permit cumulative voting. A plurality of the votes of the holders of the
outstanding shares of Common Stock and Preferred Stock of the Company
represented at a meeting at which a quorum is present may elect directors.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR SET FORTH ABOVE.
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has approved and recommends the appointment of KPMG
Peat Marwick LLP, certified public accountants to serve as independent auditors
for the Company for the fiscal year ending December 31, 1997. Approval of the
appointment of the accountants is being sought in order to give stockholders the
opportunity to express their opinion on the matter. approval will require the
affirmative vote of the holders of a majority of the shares of Stock represented
and entitled to vote at the Meeting. Should approval not be obtained, the Board
of Directors would expect to reconsider the appointment.
Members of KPMG Peat Marwick LLP are expected to attend the Meeting and, if
present, be available to answer appropriate questions which may be asked by
stockholders. Such members will also have an opportunity to make a statement at
the Meeting if they desire to do so.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE RATIFICATION OF KPMG
PEAT MARWICK LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
DEADLINE FOR STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Company's 1998
annual meeting, and otherwise eligible, must be received by the Company no later
than January 14, 1998 to be included in the Company's proxy material and form of
proxy relating to that Meeting. The mailing address of the Company for
submission of any such proposal is given on the first page of this Proxy
Statement.
GENERAL
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Under Section 16(a) of the Securities Exchange Act of 1934, directors,
certain officers and beneficial owners of 10% or more of the Company's Common
Stock are required from time to time to file with the Securities and Exchange
Commission (the "Commission") reports on Forms 3, 4 or 5, relating principally
to transactions in Company securities by such persons. Based solely upon a
review of Forms 3, 4 and 5 submitted to the Company during and with respect to
1996, and written representations received by the Company from certain reporting
persons that no Forms 5 were required from such persons, the Company believes
that all of the directors and executive officers of the Company have timely
filed their respective Forms 3, 4 or 5 required by Section 16(a) of the
Securities Exchange Act during 1996.
-13-
<PAGE>
COUNTING OF VOTES
All matters specified in this Proxy Statement that are to be voted on at
the Meeting will be by written ballot. Inspectors of election will be appointed,
among other things, to determine the number of shares outstanding and the voting
power of each, the shares represented at the Meeting, the existence of a quorum
and the authenticity, validity and effect of proxies, to receive votes or
ballots, to hear and determine all challenges and questions in any way arising
in connection with the right to vote, to count and tabulate all votes and to
determine the result. See "RECORD DATE AND VOTING STOCK," above.
OTHER BUSINESS
Management does not intend to bring any business before the Meeting other
than the matters referred to in the accompanying Notice. If, however, any other
matters properly come before the Meeting, it is intended that the persons named
in the accompanying proxy will vote pursuant to the proxy in accordance with
their best judgment on such matters to the extent permitted by applicable law
and regulations. The discretionary authority includes matters which the Board of
Directors does not know are to be presented at the Meeting by others and any
proposals of stockholders omitted from the proxy material pursuant to Rule 14a-8
of the Securities and Exchange Commission.
ANNUAL REPORT
A copy of the Company's 1996 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute any part of the proxy solicitation materials. Upon written request
to Investor Relations, Lasertechnics, Inc., 3208 Commander Drive, Carrollton,
Texas 75006, the Company will provide, without charge, copies of its annual
report to the Commission on Form 10-KSB.
By Order of the Board of Directors,
E. A. MILO MATTORANO
Secretary
April 21, 1997
-14-
<PAGE>
LASERTECHNICS, INC.
3208 Commander Drive
Carrollton, TX 75006
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 13, 1997
The undersigned hereby appoints Richard C.E. Morgan, Eugene A. Bourque and
Jean-Pierre Arnaudo as proxies, each with the power to appoint his substitute,
and hereby authorizes them to represent and to vote, as designated on the
reverse side of this proxy card, all the shares of Common Stock or Series A, B
or C Preferred Stock of Lasertechnics, Inc. held of record by the undersigned on
March 25, 1997 at the Annual Meeting of Stockholders to be held at 10:00 a.m.
Eastern Daylight Time on March 13, 1997 at the Hotel Intercontinental New York,
111 East 48th Street, New York, N.Y. or any adjournment thereof.
(To be continued and signed on reverse side)
<PAGE>
[X] Please mark your
votes as in this example
FOR ALL
NOMINEES: WITHHELD Nominees: Jean-Pierre Arnaudo
Eugene A. Bourque
1. ELECTION OF [___] [___] Richard M. Clarke
DIRECTORS: Paul J. Coleman, Jr.
C. Seth Cunningham
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO Robert Kiss
VOTE FOR ANY INDIVIDUAL NOMINEE. WRITE Richard C.E. Morgan
THAT NOMINEE'S NAME IN THE SPACE Alfred E. Paulekas
PROVIDED BELOW
- - -------------------------------------
2. PROPOSAL TO CONFIRM THE APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE
INDEPENDENT AUDITORS FOR THE COMPANY.
FOR AGAINST ABSTAIN
[___] [___] [___]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
FOR AGAINST ABSTAIN
[___] [___] [___]
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREBY BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3.
SIGNATURE(S) DATE: , 1997
------------------------------ -------------------
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. WHEN SHARES ARE HELD BY JOINT
OWNERS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN THE CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.
