<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] 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
ALPNET, 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
(4) Date Filed:
<PAGE>
ALPNET, INC.
4460 SOUTH HIGHLAND DRIVE, SUITE #100
SALT LAKE CITY, UTAH 84124-3543
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 23, 2000
To the Shareholders of ALPNET, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders of
ALPNET, Inc. (the "Company"), will be held on Tuesday, May 23, 2000, at 1:30
p.m., Pacific Standard Time, at the Hotel Monaco, 501 Geary Street, San
Francisco, California 94102, for the following purposes:
1. To elect directors for the terms specified in the enclosed
Proxy Statement;
2. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the year 2000;
3. To amend the Company's Nonstatutory Stock Option Plan; and
4. To increase the number of authorized shares of Common and
Preferred Stock of the Company as described in this Proxy
Statement
5. To transact any other business which may properly come before
the meeting.
Only the shareholders of record at the close of business on March 10,
2000 are entitled to receive notice of and to vote at the meeting and any
adjournments thereof. A list of shareholders as of such date will be available
for examination by any shareholder for any appropriate purpose relating to the
meeting, at the offices of the Company, for ten days prior to May 23, 2000.
The solicitation of proxies in the enclosed form is made on behalf of
the Board of Directors of the Company.
By Order of the Board of Directors
John W. Wittwer
Secretary
Salt Lake City, Utah
April 10, 2000
IT IS IMPORTANT THAT ALL SHAREHOLDERS BE REPRESENTED AT THE MEETING.
Shareholders who are unable to attend in person SHOULD IMMEDIATELY MARK, SIGN,
DATE AND RETURN the accompanying form of proxy in the enclosed self-addressed
envelope. If you attend the meeting, you may, if you wish, revoke your proxy and
vote in person. The proxy may be revoked at any time prior to its exercise in
the manner described in the Proxy Statement.
<PAGE>
ALPNET, INC.
4460 SOUTH HIGHLAND DRIVE, SUITE #100
SALT LAKE CITY, UTAH 84124-3543
APRIL 10, 2000
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
by the Board of Directors of ALPNET, Inc. (the "COMPANY"), of proxies to be
voted at the Annual Meeting of Shareholders of the Company to be held at the
Hotel Monaco, 501 Geary Street, San Francisco, California 94102, on Tuesday, May
23, 2000, at 1:30 p.m., Pacific Standard Time, and at any and all adjournments
thereof. This proxy statement and the accompanying form of proxy will be first
sent or given to shareholders on or about April 10, 2000.
Your vote is important. Accordingly, you are urged to sign and return
the enclosed proxy whether or not you plan to attend the meeting. If you do
attend, you may vote by ballot at the meeting, thereby canceling any proxy
previously given.
ANY SHAREHOLDER WHO EXECUTES A PROXY MAY REVOKE IT ANY TIME BEFORE IT
IS VOTED BY NOTIFYING THE SECRETARY OF THE COMPANY, IN WRITING, OF THE
REVOCATION, OR BY DULY EXECUTING ANOTHER PROXY BEARING A LATER DATE, OR BY
ATTENDING THE MEETING AND EXPRESSING A DESIRE TO VOTE HIS OR HER SHARES IN
PERSON.
The cost of this solicitation will be borne by the Company. The Company
will use its own employees to assist in the solicitation of proxies. Although
there is no formal agreement to do so, the Company may also reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding proxy materials to their principals.
VOTING SECURITIES
The Company's authorized capital stock consists of 40 million shares of
no par value Common Stock and 2 million shares of Preferred Stock. As of March
10, 2000 (the "RECORD DATE"), shares which are entitled to vote at the meeting
include: (i) 27,944,340 shares of Common Stock; and (ii) 87,339 shares of series
D Preferred Stock which have voting rights as if the preferred shares had been
converted to common shares at the ratio of nine common shares for each preferred
share, for a total equivalent number of 786,051 common shares. Only those
shareholders of record at the close of business on the Record Date will be
entitled to vote. Each shareholder of Common Stock will be entitled to one vote
for each common share owned. The shareholder of series D Preferred Stock will be
entitled to nine votes for each series D preferred share owned. The affirmative
vote of a majority of shares represented at the meeting will be the act of the
shareholders. Unless contrary instructions are given, all shares represented by
the persons named in the enclosed form of proxy will be voted "FOR" each of the
proposals, and otherwise in the discretion of any of the persons acting as
proxies for such other business as may properly come before the meeting.
1
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of March 10, 2000, the beneficial
ownership of the Company's Common Stock and Common Stock equivalents by (i) each
person known to the Company to be the beneficial owner of more than five percent
of the outstanding shares of Common Stock, and (ii) all directors and executive
officers as a group. Common Stock equivalents include Preferred Stock which can
be converted to Common Stock at a ratio of nine common shares for each Preferred
Share of series D Preferred Stock, shares of Common Stock issuable under stock
options granted and exercisable within 60 days of March 10, 2000, and shares of
Common Stock issuable upon the conversion of Convertible Notes which are
available to be converted within 60 days of March 10, 2000. Detailed information
regarding voting securities beneficially owned by directors and director
nominees is disclosed under ELECTION OF DIRECTORS, below. The information shown
below was furnished to the Company by the respective persons listed.
<TABLE>
<CAPTION>
Shares of
Common Stock
and Equivalents Percent of
Beneficially Common Stock
Name and Address Owned as of and Equivalents
of Beneficial Owner March 10, 2000 (1) (2) Outstanding (1) (2)
--------------------------------------------- ------------------------- ------------------------
<S> <C> <C>
STORK 3,000,000 10.7%
Koninklijke Machinefabriek Stork BV
Industrieplein 3 / PO Box 38
7550 SS Hengelo
The Netherlands
H.F. Boeckmann, II 2,761,974 (3) 9.9%
15505 Roscoe Boulevard
North Hills, CA 91343
Michael F. Eichner 1,567,936 (4) 5.4%
35 Rothschild Street
London SE27 0JN
United Kingdom
All executive officers and 3,351,258 (5) 11.7%
directors as a group
(10 persons)
</TABLE>
(1) The persons named in this table have sole voting power with respect to
all shares of Common Stock and Common Stock equivalents beneficially
owned by them, subject to joint tenancy and community property laws,
where applicable, and the information contained in the notes to this
table. The number of shares and the percentages indicated in the table
have been computed assuming that each shareholder has exercised all
available options to acquire Common Stock, has converted all Preferred
Stock to Common Stock, and has converted all Convertible Notes to
Common Stock and that no other shareholder has made the same exercise
or conversions, thus indicating the maximum number and percentage of
share ownership possible. The Preferred Stock has voting rights as if
the Preferred Stock has been converted to Common Stock, at the ratio of
nine common shares for each preferred share of series D Preferred
Stock. Holders of the Preferred Stock have these voting rights even if
the Preferred Stock is never converted to Common Stock. Convertible
Notes have no voting rights prior to conversion.
(2) These amounts do not include shares reserved for issuance pursuant to
exercise of stock options granted under the Company's Stock Option
Plans which are not exercisable within 60 days of March 10, 2000.
(3) Includes 20,000 shares of Common Stock owned by Mr. Boeckmann's
immediate family, as to which he disclaims beneficial ownership.
2
<PAGE>
(4) Includes: (i) 786,051 shares of Common Stock issuable upon the exercise
of the right to convert series D Preferred Stock which right is
exercisable within 60 days of March 10, 2000, (ii) 15,000 options to
acquire Common Stock which right is exercisable within 60 days of March
10, 2000, and (iii) 167,936 shares of Common Stock issuable upon the
exercise of the right to convert Convertible Notes which right is
exercisable within 60 days of March 10, 2000.
(5) Includes: (i) 1,877,754 shares of Common Stock issued and outstanding,
(ii) 786,051 shares of Common Stock issuable upon the exercise of the
right to convert series D Preferred Stock which right is exercisable
within 60 days of March 10, 2000, and (iii) 417,334 options to acquire
Common Stock which right is exercisable within 60 days of March 10,
2000, and (iv) 270, 119 shares of Common Stock issuable upon the
exercise of the right to convert Convertible Notes which right is
exercisable within 60 days of March 10, 2000.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the meeting, seven directors are to be elected to hold office for
one year or until their successors shall be elected and qualified or until they
resign. Unless authority is withheld, it is the intention of the persons named
in the enclosed form of proxy to vote "FOR" the election of the persons
identified as nominees for director in the table below. If the candidacy of any
one or more of such nominees should, for any reason, be withdrawn, the proxies
will be voted "FOR" such other person or persons, if any, as may be nominated by
the Board of Directors. The Board of Directors has no reason to believe that any
nominee named herein will be unable or unwilling to serve. The election of each
director requires the affirmative vote of not less than a majority of the issued
and outstanding Common Stock and Preferred Stock represented and entitled to
vote at the meeting. Each share of Common Stock will be entitled to one vote for
each director and each share of series D Preferred Stock will be entitled to
nine votes for each director.
No arrangement or understanding exists between any director or
executive officer and any other person pursuant to which any director or
executive officer was nominated or is to be elected as a director or officer.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR OF THE COMPANY.
3
<PAGE>
INFORMATION ABOUT DIRECTORS AND NOMINEES FOR DIRECTOR
The following table sets forth the name and age of each nominee, the
position and office with the Company held by each nominee, the year each first
became a director, and the beneficial ownership of stock in the Company of each.
The information below the table sets forth the principal occupation, employment
and business experience of each nominee for the past five years.
<TABLE>
<CAPTION>
Shares of
Common Stock
and Equivalents Percent of
First Beneficially Owned Common Stock
Name, Address Became As of and Equivalents
And Position Age a Director March 10, 2000(1) (2) Outstanding(1) (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NOMINEES FOR DIRECTOR
Michael F. Eichner 54 1988 1,567,936(3) (4) 5.4%
35 Rothschild Street
London SE27 0JN
United Kingdom
Chairman
Jaap van der Meer 45 1996 1,353,246 4.8%
Havengebouw
De Ruyterkade 7
1013 AA Amsterdam
The Netherlands
President and CEO
John W. Wittwer 54 1993 153,168 *
4460 South Highland Drive
Suite #100
Salt Lake City, UT 84124
Vice President Finance and CFO
James R. Morgan 53 1997 15,000 *
1273 North Nola Drive (Former director
Centerville, UT 84014 1990 - 1995)
Vice President Legal and CLO
Donald N. Reeves 63 1997 29,725 *
3361 N. Calle Tortosa
Tucson, AZ 85750
Darnell L. Boehm 51 1999 61,041(5) *
19330 Bardsley Place
Monument, CO 80132
Gerard J.M. Dijkstra 51 1999 None
Burg. Verderlaan 13
3544 AD Utrecht
The Netherlands
- ---------------------
</TABLE>
* Less than 1%
4
<PAGE>
(1) The persons named in this table have sole voting power with respect to
all shares of Common Stock and Common Stock equivalents beneficially
owned by them, subject to joint tenancy and community property laws,
where applicable, and the information contained in the notes to this
table. The number of shares and the percentages indicated in the table
have been computed assuming that each director or nominee has exercised
all available options to acquire Common Stock and has converted all
Preferred Stock to Common Stock and that no other shareholder has made
the same exercise or conversion, thus indicating the maximum number and
percentage of share ownership possible.
(2) These amounts do not include shares reserved for issuance pursuant to
exercise of stock options granted under the Company's Stock Option
Plans which are not exercisable within 60 days of March 10, 2000.
(3) Includes 786,051 shares of Common Stock issuable upon the exercise of
the right to convert series D Preferred Stock which right is
exercisable within 60 days of March 10, 2000.
(4) Includes 167,936 shares of Common Stock issuable upon the exercise of
the right to convert Convertible Notes which right is exercisable
within 60 days of March 10, 2000.
(5) Includes 26,041 shares of Common Stock issuable upon the exercise of
the right to convert a Convertible Note which right is exercisable
within 60 days of March 10, 2000
MICHAEL F. EICHNER. Mr. Eichner is a resident of the U.K., has served as a
director of the Company since May 1988, and is currently the Chairman of the
Board of Directors. He served as Executive Chairman of Interlingua TTI Group
Ltd. of London, England (then the largest translation Company in Europe) from
1985 until March 1988 when Interlingua was acquired by ALPNET, Inc. He joined
Interlingua in 1978 and served as its Managing Director until 1984 when
Interlingua merged with TTI Group and he assumed the position of Executive
Chairman. Mr. Eichner is also Chairman of Eurosis Group P.L.C. of London,
England, a company involved in providing leased equipment and personnel to the
international conference and meetings industry.
JAAP VAN DER MEER. Mr. van der Meer is a resident of The Netherlands, has served
as a director since May 1996, and as President of the Company since August 1997.
He was elected Chief Executive Officer in November 1998 and serves as a member
of the Company's Corporate Executive Team. Mr. van der Meer joined the Company
in September 1995 assuming responsibilities for strategic development and
worldwide sales and marketing. Before Mr. van der Meer joined ALPNET, he was the
CEO of INK International in Amsterdam, a leading translation/localization
company. Mr. van der Meer founded INK in 1980 and he and his partners sold the
company to R.R. Donnelley & Sons Company in 1993. At the end of 1994, Mr. van
der Meer left R.R. Donnelley to pursue his interests in combining
telecommunications with language services and he worked on various consultancy
projects before joining ALPNET. Mr. van der Meer holds a degree in linguistics
and literature at the University of Amsterdam.
JOHN W. WITTWER. Mr. Wittwer is a resident of the U.S., was one of the founders
of the Company in 1980, and has served as a director of the Company since May
1993. He is currently serving as Vice President Finance and Chief Financial
Officer and as a member of the Company's Corporate Executive Team. He has been
employed by the Company since 1982 serving in various roles of ALPNET's
executive management, including corporate management, finance, operations, and
the development of international markets. In 1987 and 1988, Mr. Wittwer was a
senior member of the team that acquired and built ALPNET's global network of
localization companies. This positioned the Company as an industry leader with
broad service capabilities and coverage, complemented by its distinctive,
proprietary translation technology. Mr. Wittwer is a Certified Public
Accountant.
5
<PAGE>
JAMES R. MORGAN. Mr. Morgan is a resident of the U.S. and is an attorney. He was
appointed as Vice President Legal and Chief Legal Officer of the Company in
February 2000. Mr. Morgan served as a director of the Company from May 1990 to
December 1995. He was Chairman of the Board of the Company from May 1993 to
December 1995. He was re-elected to the Board in May 1997. Mr. Morgan has
extensive legal and business experience. Following his graduation from law
school in 1973, Mr. Morgan clerked for a federal judge in Washington, D.C.
Following his clerkship, he spent one year in private law practice in
Washington, D.C., and four years in Salt Lake City, Utah. Mr. Morgan served as
in-house legal counsel to a real estate syndication firm from 1980 to 1983. In
1983, he founded, and was an officer and director of his own real estate
syndication firm. In 1987, he became legal counsel and director of NFT Ventures,
Inc., a private venture capital firm which was a principal shareholder of
ALPNET. While working for NFT Ventures, Inc., Mr. Morgan served as a director of
several portfolio start-up technology firms. Since 1996, Mr. Morgan has been
serving as an officer and director of Beehive International, a closely held
private venture capital firm. Mr. Morgan holds a B.S. degree from Brigham Young
University and a J.D. degree from the University of Utah.
DONALD N. REEVES. Mr. Reeves is a resident of the U.S. and has served as a
director since August 1997. Mr. Reeves retired in 1996 as Senior Vice President
of Technology Implementation with R.R. Donnelley & Sons Company. During his
38-year career with R.R. Donnelley, he was President of several divisions
including Telecommunications, Electronic Graphics, and Financial Printing.
During this time, Mr. Reeves also structured acquisitions of key translation and
localization companies.
DARNELL L. BOEHM. Mr. Boehm is a resident of the U.S., has served as a director
since August 1999, and is a Certified Public Accountant. He has an extensive
background in business and finance. He is the principal of Darnell L. Boehm &
Associates, a management consulting firm. Since 1986, he has served as the Chief
Financial Officer and a Board member of AETRIUM, Inc., a public company and
manufacturer of electromechanical equipment for handling and testing
semiconductor devices. Mr. Boehm is also a director of Rochester Medical
Corporation, a public company that develops, manufactures, and markets medical
products for the continence care market, and he serves on its audit and
compensation committees.
GERARD J.M. DIJKSTRA. Mr. Dijkstra is a resident of The Netherlands and has
served as a director since November 1999. He has a Master of Science degree in
Economics and is a CPA. Mr. Dijkstra is presently Executive Vice President of
the Stork Technical Services Group, a group of operating companies which offers
innovative and practical solutions in the field of maintenance and construction
of all kinds of technical installations. In this flourishing business, Mr.
Dijkstra is actively involved in finance, strategy, and manages international
merger and acquisition projects. Mr. Dijkstra has over 25 years of experience in
a variety of businesses, such as truck manufacturing, the electrical industry,
and power plants. Mr. Dijkstra was appointed as a director of the Company in
November 1999 in accordance with the provisions of the Stock Purchase Agreement
relating to the Company's July 1999 acquisition of Technical Publications
Services (TPS) B.V. from Stork N.V.
COMMITTEES OF THE BOARD OF DIRECTORS
AND MEETING ATTENDANCE
The Board of Directors has the responsibility of establishing broad
corporate policies and overseeing the overall performance of the Company.
Regular meetings of the Board of Directors are held each quarter, and special
meetings are scheduled when required. There were four regular meetings of the
Board of Directors during 1999. All directors attended all of the regular
meetings.
6
<PAGE>
The Company has a standing Audit Committee of the Board of Directors
which is currently comprised of Messrs. Eichner, Morgan and Boehm. The principal
functions of the Audit Committee are to consider and recommend the selection of
independent public accountants to audit the Company's financial statements; to
review the Company's internal accounting policies and controls; to review with
the independent public accountants the scope and content of their audit and
their recommendations and comments with respect to internal controls and
accounting systems; and to reinforce the independence of the independent public
accountants. The Audit Committee held one meeting in 1999.
The Company also has a standing Compensation Committee, currently
comprised of Messrs. Eichner, Reeves and Dijkstra. The functions of the
Compensation Committee include reviewing and making recommendations concerning
the compensation of executive officers, the granting of stock options to
employees, and the compensation policies of the Company. The Compensation
Committee held one meeting in 1999.
COMPENSATION OF DIRECTORS
During 1999, the chairman was paid $12,500 each quarter and the other
non-employee members of the Board of Directors were paid a quarterly fee of
$2,000. In total, $86,000 of directors' fees were paid in 1999. In 1999, Mr.
Boehm was granted an option to purchase 30,000 shares of Common Stock under the
terms of the 1983 Non-Statutory Stock Option Plan (see "Compensation Pursuant to
Plans" elsewhere in this Proxy Statement). These options have an exercise price
of $2.00 per share with vesting dates ranging from August 2000 through August
2004. Directors who are also employees of the Company did not receive any
compensation related specifically to their service on the Board.
EXECUTIVE OFFICERS
In addition to the executive officers who also serve as Directors, the following
also serve as executive officers of the company.
GERALDINE LIM, VICE PRESIDENT OPERATIONS AND CHIEF OPERATING OFFICER, 46,
joined the Company in 1984 as Chief Linguist of the Chinese Department at
Interlingua Singapore, a company acquired by ALPNET. In 1986, she was
promoted to Manager of Interlingua Singapore and in the following year,
management of the company's Hong Kong office was added to her
responsibilities. In 1988, Ms. Lim was appointed Director of ALPNET in Asia.
There, she began restructuring and expanding the Company within that region.
Under her guidance, Ms. Lim initiated a number of major events that would
affect the company's growth in Asia. In 1993, she moved Asia headquarters
from Hong Kong to Singapore. In 1994, she expanded the Singapore office and
opened a new office in South Korea. In 1995, she doubled the size of the
Singapore office and opened a new office in China. In 1996, she further
expanded the Singapore office and opened a new office in Japan. And in 1997,
she consolidated the Singapore office as regional Head Office and opened a
new office in Thailand. Under the leadership of Ms. Lim, the Asian operation
of ALPNET grew from 25 to 250 people in 5 years. Today, it is the largest
single-owner localization entity in Asia. In November 1998, Ms. Lim was
appointed to her current position of Vice President Operations and Chief
Operating Officer and she serves as a member of the Company's Corporate
Executive Team. She is also the chief architect of the structural engine that
will be responsible for powering the new ASP business model of ALPNET.
7
<PAGE>
DAVID EMERY, VICE-PRESIDENT OF INTERNATIONAL MARKETING AND ECOMMERCE, 41, is
responsible for positioning ALPNET as a significant solutions provider as well
as building a corporate marketing team to work with him on branding, eCommerce
solutions, service model definition, external and internal marketing
communications, Community Source programs and sales and marketing strategies.
After graduating from SUNY at Fredonia and the University of Arizona in 1982
with degrees in Physics and Electrical Engineering respectively, Mr. Emery began
his career with a position at Advanced Micro Devices in their CAD department.
Mr. Emery's international career began in 1986 when he joined Siemens in Munich,
Germany, as CAD Department Manager. In 1990, Mr. Emery became Managing Director
of the Automation Consulting Division at Softing, an Industrial Software
Consulting company based in Munich. In 1995, he joined Wonderware as Senior
Business Development Manager, Senior Product Marketing Manager of Industrial
Control Products. His roles included Program Director, Strategic Business
Development, and OEM relationships. Invensys, which was originally named Siebe,
purchased Wonderware, in April 1998. From 1998 to 1999, Mr. Emery was Program
Director at Invensys, a $17 Billion supplier of Industrial Automation Solutions,
where he was responsible for the marketing strategy of Windows CE and Java-TM-
based Web-enabled automation solutions.
8
<PAGE>
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following Summary Compensation Table sets forth the cash
compensation and certain other components of the compensation of persons serving
in the position of President of the Company during 1999, and the other most
highly compensated executive officers (named executives) of the Company, whose
total annual salary and bonus exceeded $100,000 in 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Long-Term
Compensation
-------------------
Annual Compensation Awards
----------------------------------------------------------------------
Other Securities
Annual Underlying
Name and Salary (1) Compensation (2) Options
Principal Position Year ($) ($) (#)
==================================================================================================================
<S> <C> <C> <C> <C>
Jaap van der Meer 1999 $150,000
President and Chief Executive Officer 1998 150,000
President (August 1997-October 1998) 1997 100,700
Vice President of Sales and Marketing
(through August 1997)
John W. Wittwer 1999 150,810 $1,810
Vice President Finance and 1998 150,810 1,810
Chief Financial Officer 1997 137,100 300 100,000
Executive Vice President
(through October 1998)
Paula Shannon 1999 142,667 (3)
Vice President International Sales 1998 147,470 (3) 50,000
and Marketing
(through November 1999)
International Director of IT Services
(through October 1998)
Geraldine Lim 1999 135,000
Vice President Operations and 1998 64,800
Chief Operating Officer
Director ALPNET Asia
(through October 1998)
</TABLE>
(1) Certain of the amounts presented above represent salaries
awarded in US dollars, but paid in foreign currencies. The
amounts paid approximate the amounts awarded subject to minor
foreign currency rate fluctuations.
(2) Represents the Company's contributions to retirement plans for
the respective years.
(3) Amounts include sales commission.
9
<PAGE>
OPTION GRANTS IN 1999
The following table sets forth certain information concerning options to
purchase Common Stock granted during 1999 to the executives named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------------------------
Number % of Total
of Securities Options
Underlying Granted
Options to Employees Exercise Expiration Grant Date
Name Granted (#) in 1999 Price ($/SH) Date Value($)
==============================================================================================================
<S> <C> <C> <C> <C> <C>
NONE GRANTED DURING 1999.
</TABLE>
AGGREGATED OPTION EXERCISES IN 1999
AND DECEMBER 31, 1999 OPTION VALUES
The following table sets forth certain information concerning the
exercise in 1999 of options to purchase Common Stock by the Executives named in
the Summary Compensation Table and the unexercised options to purchase Common
Stock held by such individuals at December 31, 1999.
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Shares Unexercised In-the-Money
Acquired Value Options at Options at
on Exercise Realized(1) 12/31/99 (#) 12/31/99($)(2)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
===================================================================================================================
<S> <C> <C> <C> <C>
Jaap van der Meer 150,000 / 0 $595,313 / 0
John W. Wittwer 147,334 / 158,332 $584,982 / $570,714
Paula B. Shannon 85,000 $43,329 0 / 0 0 / 0
Geraldine Lim 20,000 $34,063 75,000 / 125,000 $288,156 / $450,094
</TABLE>
(1) The value realized equals the aggregate amount of the excess of the fair
market value on the date of exercise (the closing price of Common Stock as
reported by the Nasdaq Stock Market for the exercise date) over the
relevant exercise price.
(2) Options are "in-the-money" if the fair market value of the underlying
securities exceeds the exercise price of the option. The value is
calculated based on the aggregate amount of the excess of the closing price
of Common Stock as reported by the Nasdaq Stock Market for December 31,
1999 ($4.72) over the relevant exercise prices.
10
<PAGE>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors reviews and makes
recommendations to the Board of Directors concerning the overall compensation
for the Company's officers and other key executives, including the named
executives. The Committee also oversees the granting of stock options to all
executives and employees of the Company.
The Company seeks to compensate executives at competitive levels, considering
the overall size and growth rate of the Company, the complexity of the Company's
operations (especially as it relates to its international operations), the
Company's general financial performance (with a primary focus on levels of
profitability), changes in individual assignments and responsibilities, and each
executive's individual contribution to meeting the Company's goals and
objectives. The Company does not set specific, identified financial benchmarks
to use in determining base salaries or other compensation of its executives. The
Company's compensation is designed to attract and maintain highly qualified
executives.
The primary components of executive compensation are base salary, related fringe
benefits such as insurance plan participation (on substantially the same terms
as available to all other employees), and stock option grants.
BASE SALARY. Each executive receives a base salary, denominated in the local
currency of the country in which the executive resides. The base salaries for
1999 were approved by the Board of Directors in a meeting in November 1998. Base
salary adjustments for the Company's executive officers for the year 1999
consisted of increases in the range of 0% to 108% as compared to 1998. These
increases were determined based on the subjective collective judgements of the
Compensation Committee members, using the factors discussed above as guidelines.
STOCK OPTION GRANTS. A significant component of each executive's total
compensation consists of the receipt of stock options. One purpose of the
granting of stock options is to reward individual performance that increases
long-term shareholder value. Certain of the Company's executives were granted
options in 1995 which options are currently covered by the Company's 1996
Executive Stock Option Plan and have vesting dates ranging from June 1998
through June 2000.
From January 1999 to May 1999, the Compensation Committee consisted of Michael
F. Eichner, James R. Morgan and Donald N. Reeves. From May 1999 to December 1999
the committee consisted of Michael F. Eichner, Donald N. Reeves and Herwig M.
Langohr. From December 1999 to March 2000 the Committee consisted of Michael F.
Eichner, Donald N. Reeves, and Gerard J.M. Dijkstra. All final decisions of the
Compensation Committee were approved unanimously by the committee and
subsequently ratified by the Board of Directors.
Compensation Committee
Michael F. Eichner
Donald N. Reeves
Gerard J.M. Dijkstra
11
<PAGE>
STOCK PRICE PERFORMANCE GRAPH
The following graph presents a comparison of the cumulative total
shareholder return on the Company's Common Stock with the cumulative total
return on the Nasdaq Stock Market (U.S.) Index and the Quantum MicroCap
Benchmark. This graph assumes that $100 was invested on December 31, 1994 in the
Company's Common Stock, the Nasdaq Stock Market (U.S.) Index, and the Quantum
MicroCap Benchmark.
The Quantum MicroCap Benchmark was chosen because there is no
published industry index for the industry in which the Company operates nor
are there any public companies in the Company's industry, who have been
public for the five-year period of comparisons, with published results from
which to make a selection of peer issuers. The Quantum MicroCap Benchmark is
an index of approximately 4,100 companies with an average market
capitalization of approximately $110,000,000. The Company's market
capitalization was approximately $132,000,000 as of December 31, 1999.
COMPARISON OF STOCK PRICES FOR
ALPNET, INC., THE NASDAQ STOCK MARKET (U.S.),
AND QUANTUM MICROCAP BENCHMARK
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPH
<TABLE>
<CAPTION>
Quantum
MicroCap
ALPNET, Inc. NASDAQ Benchmark
------------ ------ ---------
<S> <C> <C> <C>
1994 100 100 100
1995 645 141 134
1996 567 174 157
1997 734 214 195
1998 591 300 180
1999 1,679 543 254
</TABLE>
There can be no assurance about the Company's stock performance in
future periods. The Company does not make nor does it endorse any predictions as
to the future stock price performance.
The immediately preceding sections entitled "Compensation Committee
Report on Executive Compensation" and "Stock Price Performance Graph" do not
constitute soliciting material for purposes of Rule 14a-9 of the Securities and
Exchange Commission, may not be deemed to have been filed with the Commission
for purposes of Section 18 of the Securities Exchange Act of 1934, and are not
to be incorporated by reference into any other filing made with the Commission
by the Company.
12
<PAGE>
COMPENSATION PURSUANT TO PLANS
1983 NONSTATUTORY STOCK OPTION PLAN
The Company has reserved 2,152,323 shares of Common Stock for issuance
under its 1983 Non-Statutory Stock Option Plan, as amended (the "1983 PLAN").
The 1983 Plan is administered by the Board of Directors (with recommendations
from the Compensation Committee), which selects the optionees and determines:
(i) the number of shares subject to each option; (ii) when the option becomes
exercisable; (iii) the exercise price; and (iv) the duration of the option,
which cannot exceed ten years from the date of the grant. The options granted
pursuant to the Company's 1983 Plan are reserved for issuance to key employees,
executive officers, directors and independent contractors of the Company and its
subsidiaries. Generally, the options expire if employment is terminated and are
non-transferable except by will or the laws of descent and distribution as to
accrued or vested portions. In 1988, the initial term of the 1983 Plan expired.
The Board of Directors has extended the term of the 1983 Plan to 2008.
The Board of Directors may also grant stock appreciation rights
("SAR'S") in connection with specific options granted under the 1983 Plan. Each
SAR entitles the holder to either cash (in an amount equal to the excess of the
fair market value of a share of the Company's Common Stock over the option price
of the related option) or Common Stock (with the number of shares issued being
determined by dividing the SAR's cash value by the fair market value of a share
on the SAR exercise date). SAR's may be granted at the same time options under
the 1983 Plan are granted and to holders of previously granted options. No SAR's
have been granted under the 1983 Plan.
At December 31, 1999, 402,231 shares of Common Stock had been issued
upon exercise of options granted under the 1983 Plan, and options to purchase an
aggregate of 1,454,800 shares of the Company's Common Stock (net of exercises
and cancellations) were outstanding under the 1983 Plan. Based on 2,152,323
shares currently reserved for issuance and 1,857,031 shares issued or issuable
upon exercise of options granted under the 1983 Plan, options for an additional
295,292 shares could be granted in the future, under terms of the Plan.
1996 EXECUTIVE STOCK OPTION PLAN
The Company has reserved 2,950,000 shares of Common Stock for issuance
to key executives under its 1996 Executive Stock Option Plan (the "1996 Plan").
The 1996 Plan is administered by the Board of Directors (with recommendations
from the Compensation Committee), which selects the optionees and determines;
(i) the number of shares subject to each option; (ii) when the option becomes
exercisable; (iii) the exercise price; and (iv) the duration of the option,
which cannot exceed September 1, 2000. The options covered by this plan expire
September 1, 2000 or when the employee or director terminates employment with
the Company, if sooner, and are non-transferable except by will or the laws of
descent and distribution as to accrued or vested portions. The 1996 Plan
provides for no additional grants of options prior to the September 1, 2000
expiration date.
At December 31, 1999, 1,260,666 shares of Common Stock had been issued
upon exercise of options granted under the 1996 Plan, and options to purchase an
aggregate of 912,666 shares of the Company's Common Stock (net of exercises and
cancellations) were outstanding.
13
<PAGE>
PROFIT SHARING 401(k) PLAN
In January 1986, the Company adopted a contributory profit sharing plan
("PLAN") which is designed to meet the requirements for qualification under
Section 401(k) of the Internal Revenue Code. The adoption of the Plan was
approved by the Board of Directors in November 1985. Under the provisions of the
Plan, covered U.S. employees may elect a salary reduction and have amounts equal
to the reduction of salary contributed to the Plan for their benefit, which
contribution is excluded from the employees' taxable income. The Company has
discretionary authority to make additional contributions to the Plan for the
benefit of employees. The total of the Company's deductible annual contribution
may not exceed 20% of the employee's annual compensation, reduced by such
employee's elective deferral of compensation, which may not exceed $10,000 per
annum. Company contributions to the Plan were $30,000, $50,680 and $10,450, in
1999, 1998 and 1997, respectively, of which a total of $1,810, $1,810 and $300
was for the benefit of Mr. Wittwer in 1999, 1998 and 1997, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reference is made to the section, "Compensation Pursuant to Plans" for
information related to options granted to certain officers and directors.
LITIGATION INVOLVING EXECUTIVE OFFICERS AND DIRECTORS
During the past five years, no executive officer or director of the
Company has been, nor is presently, involved in any litigation material to such
executive officer's or director's ability to serve as such or as to his
integrity.
RATIFICATION OF SELECTION OF AUDITORS
(PROPOSAL NO. 2)
Subject to ratification by the shareholders, the Board of Directors,
upon the recommendation of the Audit Committee, has selected the accounting firm
of Ernst & Young LLP to serve as auditors of the financial records of the
Company and its subsidiaries for the fiscal year ending December 31, 2000. The
accounting firm of Ernst & Young LLP, and its predecessors, has been the
independent auditor of the Company since 1983.
One or more representatives of Ernst & Young LLP are expected to be
present at the annual meeting and will have an opportunity to make a statement
and respond to appropriate questions.
THE SELECTION OF ERNST & YOUNG LLP WILL BE SUBMITTED FOR RATIFICATION
BY THE SHAREHOLDERS AT THE ANNUAL MEETING. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" RATIFICATION OF THE SELECTION.
14
<PAGE>
AMENDMENT OF 1983 NONSTATUTORY STOCK OPTION PLAN
(PROPOSAL NO. 3)
The Company's Nonstatutory Stock Option Plan (the "Plan"), was adopted
on September 19, 1983 by the Board of Directors of the Company. The Plan was
amended by the Company's shareholders on July 30, 1984, March 1, 1985, and
November 29, 1986. The proposed amendment to the Plan would automatically make
available for options under the Plan, in any one calendar year, fifteen percent
(15%) of the issued and outstanding shares of the Company's common stock as of
the first day of each calendar year for which the Plan is in effect. Any shares
of common stock available in any year using the fifteen percent (15%) formula
that are not granted under the Plan will be available for use under the terms of
the Plan in subsequent years. The common stock available for issuance under the
Plan pursuant to the fifteen percent (15%) per year formula will not include
common stock which the Company is now or may become obligated to issue as a
result of an acquisition, merger or reorganization involving the Company. The
exact wording of the proposed amendment is set forth below.
The purpose of the Plan is to promote the long-term success of the
Company by providing financial incentives to key employees of the Company and
its subsidiaries who are in positions to make significant contributions toward
such success. The Plan is designed to attract individuals of outstanding ability
to employment with the Company or a subsidiary and to encourage key employees to
acquire a proprietary interest in the Company, to continue employment with the
Company or subsidiary, and to render superior performance during such
employment.
The Plan will expire on September 19, 2008, unless extended by the
Board of Directors. Currently, the aggregate number of common shares with
respect to which options can be granted under the Plan cannot exceed 2,152,323
shares.
The Board of Directors believes it would be in the best interests of
the Company and its shareholders to amend the Plan to provide for automatic
increases in the aggregate number of shares available under the Plan. The
amendment will allow the Plan to grow along with the growth of the Company and
insure that the Company has sufficient stock available under the Plan to meet
the stated purposes of the Plan.
It is proposed that Section 4 of the Plan be amended to read in its
entirety as follows:
4. AGGREGATE STOCK TO BE OPTIONED
THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK WITH RESPECT TO
WHICH NONSTATUTORY STOCK OPTIONS MAY BE GRANTED UNDER THIS
PLAN ON AN ANNUAL BASIS SHALL NOT EXCEED FIFTEEN PERCENT (15%)
OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK AS OF THE
FIRST DAY OF EACH CALENDAR YEAR FOR WHICH THE PLAN IS IN
EFFECT SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH SECTION 10.
ANY SHARES AVAILABLE IN ANY YEAR USING THIS FORMULA THAT ARE
NOT GRANTED UNDER THIS PLAN WILL BE AVAILABLE FOR USE IN
SUBSEQUENT YEARS.
In addition, there are currently 776,668 shares of common stock available to be
issued under the 1996 Executive Stock Option Plan (the "Executive Plan") which
expires on September 1, 2000. No further options will be granted under the
Executive Plan. Accordingly, the Board of Directors also proposes to reallocate
776,668 shares from the Executive Plan to the Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDER VOTE "FOR" THE
ABOVE PROPOSAL.
15
<PAGE>
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON AND
PREFERRED STOCK OF THE COMPANY
(PROPOSAL NO. 4)
The authorized capital stock of the Company now consists of 40,000,000
shares of Common Stock, without par value, of which 27,944,340 are outstanding
as of the record date, and 2,000,000 shares of Preferred Stock of which 87,339
are outstanding as of the record date.
The Board of Directors believes it would be in the best interest of the
Company and its shareholders to amend the Articles of Incorporation to increase
the authorized capital stock to 100,000,000 shares of Common Stock without par
value and 4,000,000 shares of Preferred Stock without par value. To effect this
change, the first paragraph of Article FOURTH of the Articles of Incorporation
would be amended to read as follows:
FOURTH
THE AGGREGATE NUMBER OF SHARES OF STOCK THAT THE
CORPORATION HAS AUTHORITY TO ISSUE IS 100,000,000 SHARES OF NO
PAR VALUE COMMON STOCK AND 4,000,000 SHARES OF PREFERRED
STOCK. THE BOARD OF DIRECTORS IS AUTHORIZED TO ESTABLISH
SERIES OF SUCH PREFERRED SHARES, TO FIX AND DETERMINE
VARIATIONS IN THE RELATIVE SHARES SO ESTABLISHED, AND TO FIX
AND DETERMINE THE TERMS THEREOF, INCLUDING DIVIDEND OR
INTEREST RATES, CONVERSION PRICES, VOTING RIGHTS, MATURITY
DATES AND SIMILAR MATTERS RELATIVE THERETO. THERE SHALL BE NO
PREEMPTIVE RIGHTS TO THE ISSUANCE OF SHARES OF THE STOCK OF
THE CORPORATION.
The only change effected in Article FOURTH by the proposed amendment
will be to increase the authorized shares of Common Stock from 40,000,000 to
100,000,000 and the shares of Preferred Stock from 2,000,000 to 4,000,000. The
remaining text of Article FOURTH is unchanged from the text as presently in
effect.
The Board of Directors is proposing to increase the authorized Common
Stock to afford the Board of Directors flexibility in responding promptly to
future financing requirements of the Company, including, without limitation,
acquisitions of other businesses for shares of capital stock on the most
favorable terms as opportunities may arise from time to time in the future, the
raising of additional capital, and issuance pursuant to stock option or other
employee benefit or incentive compensation plans. If authorization of any
increase in the capital stock is postponed until a specific need arises, the
delay and expense incident to obtaining the approval of stockholders at that
time could impair the Company's ability to meet its objectives. The Company has
no immediate need for additional authorized shares. There is no present
intention to issue any additional shares of the Preferred Stock.
If the proposed amendment is approved, the additional shares of capital
stock would be generally available for issuance without further action by the
shareholders. The additional shares of Common Stock issued hereafter would be
identical to the Common Stock currently outstanding. No stockholder has any
preemptive rights, and issuance of the additional Common Stock could dilute the
voting rights of present holders of Common Stock. It is possible, depending upon
the transaction in which either Common Stock or Preferred Stock is issued, that
issuance of such capital stock could have a dilutive effect on shareholders'
equity and earning per share attributable to present holders.
16
<PAGE>
The Board of Directors could issue the additional (as well as the
existing authorized but unissued) capital stock to impede any unsolicited bid
for control of the Company which the Board believed was not in the best interest
of the Company and its stockholders. The availability of the additional capital
stock as a defensive response to a takeover attempt is not a motivating factor
in the Board's approval of the proposed amendment to Article FOURTH, and the
Board is not aware of any effort to obtain control of the Company.
The affirmative vote of a majority of the outstanding Common Stock is
required for approval of the proposed amendment to Article FOURTH.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
PROPOSED AMENDMENTS OF ARTICLE FOURTH OF THE RESTATED ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON AND PREFERRED STOCK.
VOTE NECESSARY FOR APPROVAL
A majority of the outstanding shares of Common Stock and Common Stock
equivalents of the Company represented at the annual meeting shall constitute a
quorum of the shareholders. Each matter to be voted upon at the annual meeting
for which this proxy statement is provided will be approved and adopted if at
least a majority of all outstanding shares of Common Stock and Common Stock
equivalents of the Company voted at the meeting are cast in favor of such
approval and adoption.
SHAREHOLDER PROPOSALS
Any shareholder proposals intended to be presented at the Annual
Meeting of Shareholders to be held in the year 2001 must be received by the
Company by December 1, 2000 to be considered by the Company for inclusion in the
Company's proxy statement and form of proxy relating to that meeting.
OTHER MATTERS
Neither the Company nor any of the persons named as proxies know of
matters other than those stated above to be presented and voted on at the annual
meeting. However, if any other matters should properly come before the meeting,
it is the intention of the persons named in the proxy to vote the proxy in
accordance with their judgment on such matters.
ANNUAL REPORT
The Annual Report to Shareholders of the Company for the fiscal year
ended December 31, 1999 on Form 10-K has been mailed with this proxy statement
to shareholders of record as of March 10, 2000, but is not deemed a part of the
proxy soliciting materials.
17
<PAGE>
FINANCIAL STATEMENTS
Financial statements for the Company and its subsidiaries are included
in the Annual Report on Form 10-K for the Year 1999, which is being furnished to
all shareholders along with this Proxy Statement.
EXHIBITS TO THE FORM 10-K WILL BE FURNISHED ONLY UPON SPECIFIC REQUEST
AND UPON PAYMENT OF A FEE REPRESENTING THE EXPENSES OF FURNISHING ANY SUCH
EXHIBITS.
By Order of the Board of Directors
John W. Wittwer
Secretary
Salt Lake City, Utah
April 10, 2000
18
<PAGE>
PROXY FOR 2000 ANNUAL MEETING
OF SHAREHOLDERS OF
ALPNET, INC.
4460 SOUTH HIGHLAND DRIVE, SUITE #100
SALT LAKE CITY, UTAH 84124-3543
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James R. Morgan and John W. Wittwer, and each of
them, as proxies of the undersigned, with full power of substitution and
revocation to each of them, for and in the name of the undersigned to vote all
shares of Common Stock of ALPNET, Inc. (the "COMPANY"), which the undersigned
would be entitled to vote if personally present at the Company's Annual Meeting
of Shareholders to be held on May 23, 2000, and at any adjournment or
adjournments thereof, with all the powers the undersigned would possess if
personally present, with authority to vote (i) as specified by the undersigned
below, and (ii) in the discretion of any proxy upon such other business as may
properly come before the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
PROPOSALS 1, 2, 3, AND 4.
1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE to vote for all
CONTRARY BELOW) nominees listed below
[INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.]
Michael F. Eichner
Jaap van der Meer
John W. Wittwer
James R. Morgan
Donald N. Reeves
Darnell L. Boehm
Gerard J.M. Dijkstra
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS OF THE COMPANY.
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO AMEND THE 1983 NONSTATUTORY STOCK OPTION PLAN OF THE
COMPANY.
/ / FOR / / AGAINST / / ABSTAIN
4. PROPOSAL TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON AND
PREFERRED STOCK OF THE COMPANY
/ / FOR / / AGAINST / / ABSTAIN
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSALS 1, 2, 3, AND 4 AND OTHERWISE IN THE DISCRETION OF ANY OF THE
PROXIES.
Please sign exactly as your name appears on the label
to the left. When shares are held by joint tenants,
both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign full
corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
Stockholder Signature
DATED this______day of ________2000.
PLEASE VOTE, SIGN, DATE, AND RETURN Stockholder Signature (Joint
THIS PROXY USING THE ENCLOSED ENVELOPE. Signature if Applicable)
