<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 Rule 14a-11(c) or Rule 14a-12
WEGENER CORPORATION
(Name of Registrant as Specified in Its Charter)
WEGENER CORPORATION
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
WEGENER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD TUESDAY, JANUARY 16, 1996
To the Stockholders:
The Annual Meeting of Stockholders of WEGENER CORPORATION, a Delaware
corporation, will be held at its home office at 11350 Technology Circle, Duluth,
Georgia 30155, on Tuesday, January 16, 1996 at 7:00 p.m., Eastern Standard Time,
for the following purposes:
(a) To elect two directors to hold office until the 1999 Annual Meeting of
Stockholders or until their successors shall have been elected and
qualified;
(b) To adopt certain amendments to the 1989 Directors' Incentive Plan,
including, among other things, amendments to increase the number of
shares available under the Plan from 100,000 shares to 300,000 shares
and to provide for automatic annual grants of options to non-employee
directors, all as set forth on Exhibit A attached to this Proxy
Statement and incorporated herein by reference;
(c) To consider ratification of the appointment of BDO Seidman as auditors
for fiscal year 1996; and
(d) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed December 1, 1995 as the record date for
the determination of stockholders entitled to vote at the Annual Meeting of
Stockholders. Only stockholders of record at the close of business on that date
will be entitled to notice of and to vote at the meeting. The stock transfer
book of Wegener Corporation will not be closed.
A proxy statement and a proxy solicited by the Board of Directors, together
with a copy of the 1995 Annual Report to Stockholders are enclosed herewith.
Stockholders are cordially invited to attend the Annual Meeting. Whether or not
you expect to attend the meeting in person, you are requested to sign and date
the enclosed proxy and return it as promptly as possible in the accompanying
envelope. If you attend the meeting, you may, if you wish, withdraw your proxy
and vote in person.
By Order of the Board of Directors
J. Elaine Miller
Secretary
Duluth, Georgia
December 22, 1995
PLEASE PROMPTLY COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
WEGENER CORPORATION
11350 TECHNOLOGY CIRCLE
DULUTH, GEORGIA 30155
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
OF WEGENER CORPORATION
TO BE HELD ON JANUARY 16, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies to be voted at the Annual Meeting of Stockholders of Wegener Corporation
(the "Company") to be held on Tuesday, January 16, 1996. This Proxy Statement
is first being mailed to stockholders on or about December 22, 1995.
The enclosed proxy is solicited by the Board of Directors of the Company
and will be voted at the Annual Meeting and any adjournment of the meeting. The
proxy may be revoked at any time before it is exercised by delivering a written
revocation to the Secretary of the Company or by voting at the meeting in person
or by delivering to the Secretary of the Company a new proxy properly executed
and bearing a later date. The items enumerated herein constitute the only
business which the Board of Directors intends to present or knows will be
presented at the meeting. However, the proxy confers discretionary authority
upon the persons named therein, or their substitutes, with respect to any other
business which may properly come before the meeting. Abstentions and broker
non-votes will not be counted as votes either in favor of or against the matter
with respect to which the abstention or broker non-vote relates; however, with
respect to any matter other than the election of directors, an abstention or
broker non-vote would have the effect of a vote against the proposal in
question.
As of December 1, 1995, the Company had outstanding 8,681,072 shares of
Common Stock, $.01 par value. Each share is entitled to one vote. A majority
of the shares of Common Stock outstanding must be present, in person or by
proxy, to constitute a quorum.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of December 1, 1995
with respect to ownership of the outstanding Common Stock of the Company by (i)
all persons known to the Company to own beneficially more than five percent (5%)
of the outstanding Common Stock of the Company, including their address, (ii)
each director and executive officer of the Company, and (iii) all directors and
executive officers of the Company as a group:
<PAGE>
<TABLE>
<CAPTION>
AMOUNT
AND
NATURE OF PERCENT
DIRECTOR BENEFICIAL OF
NAME SINCE OWNERSHIP CLASS
-------------------- -------- ----------- --------
<S> <C> <C> <C>
Robert A. Placek 1987 2,070,023(1) 23.8%
Heinz W. Wegener N/A 851,643(2) 9.8%
James H. Morgan, Jr. 1987 59,000(3) *
C. Troy Woodbury, Jr. 1989 21,035(4) *
Joe K. Parks 1992 6,000(5) *
James T. Traicoff N/A 7,752(6) *
All executive officers
and directors as a group
(5 persons) 2,163,810(7) 24.9%
</TABLE>
_____________________
*Less than 1%
(1) Includes 6,173 shares held in a 401(k) plan and 130,000 shares over
which Mr. Placek has sole voting power but as to which Mr. Placek
disclaims any other beneficial interest. Also includes an option to
purchase 153,000 shares, which option is subject to stockholder
approval at the 1996 Annual Meeting. Mr. Placek's business address
is 11350 Technology Circle, Duluth, Georgia 30136.
(2) Mr. Wegener's wife beneficially owns 251,750 shares, and 101,156
shares are held in a custodial account for her children, with
respect to which Mrs. Wegener disclaims beneficial ownership.
Mr. Wegener disclaims any beneficial ownership interest in
Mrs. Wegener's shares and in the shares of their children, neither
of which are included in the table above. Mr. Wegener's business
address is 3100-E Northwoods Place, Norcross, Georgia 30071.
(3) Includes an option to purchase 12,000 shares, which option is
subject to stockholder approval at the 1996 Annual Meeting.
(4) Includes 1,035 shares held in a 401(k) plan and 20,000 shares
subject to currently exercisable options.
(5) Includes an option to purchase 6,000 shares, which option is subject
to stockholder approval at the 1996 Annual Meeting.
(6) Includes 4,752 shares held in a 401(k) plan and 1,500 shares subject
to currently exercisable options.
(7) Includes 11,960 shares held in a 401(k) plan and 187,500 shares
subject to currently exercisable options.
-2-
<PAGE>
AGENDA ITEM ONE
ELECTION OF DIRECTORS
The Company's Board of Directors presently consists of four
directors, elected to staggered three-year terms.
The terms of C. Troy Woodbury, Jr. and Joe K. Parks will expire at
the Annual Meeting of Stockholders. The Board of Directors has nominated
Messrs. Woodbury and Parks for re-election as directors of the Company. Unless
otherwise directed, the proxies will be voted at the meeting for the election of
the nominees or, in the event of an unforeseen contingency, for a different
person as a substitute. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE ELECTION OF THE NOMINEES.
C. TROY WOODBURY, JR., age 48, has served as Treasurer and Chief
Financial Officer of the Company since June 1988. He also has served as
Treasurer and Chief Operating Officer of Wegener Communications, Inc. ("WCI"), a
subsidiary of the Company, since September 1992 and as Executive Vice President
of WCI since July 1995. Prior to joining the Company in 1988, Mr. Woodbury
served as Group Controller for Scientific-Atlanta, Inc. from March 1975 to June
1988.
JOE K. PARKS, age 60, has served as Laboratory Director, Threat
Systems Development Laboratory of the Georgia Tech Research Institute, a
department of the Georgia Institute of Technology, since 1980. The principal
business of the Threat Systems Development Laboratory is to design and
manufacture radar systems which simulate enemy threats.
ROBERT A. PLACEK, age 57, has served as Chairman of the Board of
Directors since May 1994 and as President and Chief Executive Officer of the
Company since August 1987. Mr. Placek has been President and a director of WCI
since 1979. His term of office expires in 1997.
JAMES H. MORGAN, JR., age 55, was an attorney and shareholder of
O'Callaghan, Saunders & Stumm, P.A., Atlanta, Georgia, from 1985 to
October 1990, at which time he joined the firm of Smith, Gambrell & Russell,
Atlanta, Georgia, as a partner. Smith, Gambrell & Russell currently acts as
general counsel to the Company and receives fees for services rendered.
Mr. Morgan has served as a director of WCI since 1983. His term of office
expires in 1998.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has standing Audit, Executive Compensation,
and Incentive Plan Committees. The Audit Committee is composed of Messrs.
Placek and Morgan and met one time during the fiscal year ended September 1,
1995. The function of the Audit Committee is to consult with the auditors
regarding the plan of audit, the results of the audit and audit controls, and
the adequacy of internal accounting controls. The Audit Committee considers the
scope, approach, effectiveness and recommendations of the audit performed by the
independent accountants; determines and prescribes limits upon the types of non-
audit professional services that may be provided by the independent accountants
without adverse effect on the independence of such accountants; recommends the
appointment of independent accountants; and considers significant accounting
methods adopted or proposed to be adopted.
The Executive Compensation Committee is composed of Messrs. Placek
and Woodbury and met two times during the fiscal year ended September 1, 1995.
The function of the Executive Compensation Committee is to recommend to the full
Board compensation arrangements for the Company's senior
-3-
<PAGE>
management and the adoption of any benefit plans in which officers and directors
are eligible to participate.
The 1988 Incentive Plan Committee is composed of Messrs. Morgan and
Parks and met three times (by unanimous written consent) during the fiscal year
ended September 1, 1995. The 1988 Incentive Plan Committee is responsible for
determining the key employees who will receive awards under the 1988 Incentive
Plan, the amount or number of shares of stock to be granted, and the terms and
conditions of each award.
The 1989 Directors' Incentive Plan Committee is comprised of Messrs.
Morgan and Parks and met two times (by unanimous written consent) during the
fiscal year ended September 1, 1995. The 1989 Directors' Incentive Plan
Committee is responsible for determining which of the participating directors of
the Company will receive awards under the 1989 Directors' Incentive Plan, the
form or forms of awards to be granted to any participating director, the amount
or number of shares of stock to be granted, and the terms and conditions of each
award.
The Board of Directors does not have a standing nominating
committee.
MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company held one meeting and acted ten
times by unanimous written consent during the fiscal year ended September 1,
1995. During fiscal 1995, each director attended all meetings of the Board of
Directors and Committee(s) on which he served.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, certain officers and persons who own more than 10% of the
outstanding common stock of the Company to file with the Securities and Exchange
Commission reports of changes in ownership of the common stock of the Company
held by such persons. Officers, directors and greater than 10% stockholders are
also required to furnish the Company with copies of all forms they file under
this regulation. To the Company's knowledge, based solely on a review of copies
of such reports furnished to the Company and representations that no other
reports were required, during fiscal 1995, all Section 16(a) filing requirements
applicable to its officers and directors were complied with, except as follows:
Robert A. Placek filed one report late covering one gift transaction.
EXECUTIVE COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each other executive officer whose total annual
salary and bonus exceeded $100,000 (the "Named Executive Officers") for the
fiscal years ended September 1, 1995, September 2, 1994 and August 27, 1993.
-4-
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-----------------------
Awards
- -----------------------------------------------------------------------------------------------------------------------------------
Name Other Restricted All
and Fiscal Annual Stock Options/ Other
Principal Year Salary Bonus Compensation Award(s) SARs Compensation
Position ($) ($) ($) ($) (#) ($)(a)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert A. Placek 1995 143,875 -0- - 0 153,000 19,304
Chairman of the Board, 1994 136,375 -0- - 0 0 19,324
President and Chief 1993 136,475 -0- - 0 0 18,932
Executive Officer; Director
</TABLE>
_______________________
(a) Represents amounts contributed by the Company pursuant to the Company's
401(k) plan and life insurance premiums paid by the Company, as follows:
<TABLE>
<CAPTION>
INSURANCE
NAME FISCAL YEAR PREMIUMS 401(K) CONTRIBUTIONS
---- ----------- -------- -------------------
<S> <C> <C> <C>
Robert A. Placek 1995 $17,055 $2,249
1994 17,055 2,269
1993 17,055 1,877
</TABLE>
STOCK OPTION PLAN
The following table provides certain information concerning individual grants
of stock options under the Company's 1989 Directors' Incentive Plan made during
the fiscal year ended September 1, 1995, to the Named Executive Officers:
-5-
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
Individual Grants Option Term (1)
- ------------------------------------------------------------------------------------------------- ---------------------------
% of Total
Options
Number of Granted to
Securities All
Underlying Employees Exercise
Options in Price Expiration
Name Granted Fiscal Year Per Share Date 5% 10%
---- ---------- ----------- --------- ---------- -------- --------
<C> <S> <S> <S> <S> <S> <S>
Robert A. Placek 153,000(2) 39.7% $3.00 2/11/05 $288,663 $731,528
</TABLE>
- -----------------
(1) The dollar amounts under these columns represent the potential realizable
value of each option assuming that the market price of the common stock
appreciates in value from the date of grant at the 5% and 10% annual rates
prescribed by regulation and therefore are not intended to forecast
possible future appreciation, if any, of the price of the common stock.
(2) These options are subject to stockholder approval at the 1996 Annual
Meeting and thus will become exercisable, if at all, on January 16, 1996.
The following table provides certain information concerning each
exercise of stock options under the Company's Incentive Plans during the fiscal
year ended September 1, 1995, by the Named Executive Officers and the fiscal
year end value of unexercised options held by such person:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options at Fiscal Options at Fiscal
Year End Year End
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable(1)
---- --------------- -------- ------------------ -----------------
<S> <C> <C> <C> <C>
Robert A. Placek 0 0 0/153,000 $0/$1,185,750
</TABLE>
- ------------------------
(1) The market value of the Company's common stock on September 1, 1995 was
$10.75 per share, and all options held by the above officer were in-the-
money. The actual value, if any, an executive may realize will depend upon
the amount by which the market price of the Company's common stock exceeds
the exercise price when the options are exercised.
-6-
<PAGE>
COMPENSATION OF DIRECTORS
The compensation currently payable to each non-employee director of the
Company is $300 per meeting attended. However, Mr. Morgan presently does not
receive director's fees. The law firm of which Mr. Morgan is a partner receives
legal fees for services rendered to the Company. Effective February 1, 1995,
but subject to the approval of the Company's stockholders at the 1996 Annual
Meeting, the Board of Directors approved and adopted certain amendments to the
1989 Directors' Incentive Plan (the "Directors' Plan"), which provide, among
other things, for automatic annual grants to each non-employee director of the
Company. For services rendered prior to January 1, 1995, each non-employee
director was granted an option to purchase 2,000 shares of common stock for each
full or partial calendar year during which such director served since the
adoption of the Directors' Plan in 1989. Pursuant to this provision, Mr. Morgan
was granted an option to purchase 12,000 shares of common stock at an exercise
price of $3.25. Mr. Parks was granted an option to purchase 6,000 shares of
common stock at an exercise price of $3.25. The proposed amendments to the
Directors' Plan also provide that on the last day of December of each year, each
non-employee director shall receive an option to purchase 2,000 shares of common
stock at an exercise price equal to the fair market value on such date. See
"Agenda Item Two -- Proposal to Amend 1989 Directors' Incentive Plan."
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The law firm of Smith, Gambrell & Russell, of which James H. Morgan is a
partner, received legal fees from the Company for services rendered during
fiscal 1995. Mr. Morgan is a director of the Company, and served as a member of
the 1988 Incentive Plan and 1989 Directors' Incentive Plan Committees and Audit
Committee during fiscal 1995. See "Report of Board of Directors on Executive
Compensation."
The Executive Compensation Committee is comprised of Robert A. Placek and
C. Troy Woodbury, Jr., President and Chief Executive Officer, and Treasurer and
Chief Financial Officer of the Company, respectively. This Committee met two
times during fiscal 1995. See "Report of Board of Directors on Executive
Compensation."
During the second quarter of fiscal 1995, Robert A. Placek sold 150,000
shares of Wegener Corporation common stock in an open market transaction and
loaned the proceeds to the Company in the form of two unsecured promissory
notes. The promissory notes dated February 2 and February 9, 1995 in the
amounts of $404,844 and $48,750, respectively, bore interest at 7.43% per annum.
The notes were repaid during the fourth quarter from proceeds of the issuance of
common stock in a private placement.
The Company believes that the described transactions are on terms no less
favorable to the Company than could be obtained from non-affiliated parties.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions" which describes certain business relationships between
the Company and certain of its directors.
-7-
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION AND THE STOCKHOLDER RETURN
PERFORMANCE GRAPH SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS.
REPORT OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
Prior to fiscal 1995, the Company reported net losses for each of the five
fiscal years ended September 2, 1994. The compensation paid to the executive
officers of the Company, including the Chief Executive Officer, has been very
conservative in light of the financial performance of the Company. The Company
has an Executive Compensation Committee comprised of the Chief Executive Officer
and Chief Financial Officer of the Company. However, this report is being made
by the full Board of Directors, which authorized and approved all components of
executive compensation.
From September 1991 to May 1995, there were no increases in base salary to
the President and Chief Executive Officer, the Chairman of the Board or the
Chief Financial Officer, and no bonuses have been paid to any executive officer,
including the Chief Executive Officer, during the past three fiscal years. In
June 1995, the Chief Executive Officer and the Chief Financial Officer received
a 22% and 32.8% base salary increase, respectively. The Controller, who is the
only other executive officer of the Company, received a modest salary increase
in 1993 and a 12% increase in 1995. The Executive Compensation Committee and
the full Board of Directors reviews the performance of the Chief Executive
Officer as well as the other executive officers of the Company, and the full
Board of Directors has historically authorized and approved increases in salary
or other cash compensation awards. The performance of the Chief Executive
Officer and the other executive officers of the Company is reviewed in light of
the performance of the Company and the Company's working capital position and
prospects. The Board of Directors does not assign relative weights to the
factors considered by the Board in setting compensation, but rather considers
all factors as a whole. In determining compensation levels, the Board of
Directors has not set specific performance targets for officers to attain in
order to earn any specific component of compensation.
The Executive Compensation Committee and the Board of Directors also
considers other companies in the telecommunications industry and reviews, to the
extent such information is available, the compensation paid to the Chief
Executive Officers and other executive officers of those companies. During
fiscal 1995, the Board of Directors utilized the 1994 salary survey of the
American Electronics Association, comprised of technology companies which are
grouped by size and by geographic region. The surveyed companies do not
necessarily correspond to the Nasdaq Telecommunications Stocks Index utilized by
the Company in preparing its Stockholder Return Performance Graph included in
the Company's Proxy Statement. However, the salary survey does include a number
of technology companies which the Board of Directors believes is an appropriate
source of comparative data. As a result of the review of such salary survey,
the Board of Directors has concluded that the compensation levels of the
Company's Chief Executive Officer and other executive officers are in the lower
range of compensation paid by the surveyed companies. The Board of Directors,
in reviewing the salary survey, considered the competitiveness of the entire
compensation package to its officers and not only certain items of compensation.
At the present time, the Company has an Incentive Plan for employees and a
Directors' Incentive Plan for the purpose of awarding options to its directors,
executive officers and other key employees,
-8-
<PAGE>
which plans are administered by the two non-employee directors of the Company,
Mr. Parks and Mr. Morgan. The Company's future compensation policies will be
developed in light of the Company's profitability and with the goal of rewarding
members of management for their contributions to the Company's success.
Robert A. Placek James H. Morgan, Jr.
C. Troy Woodbury, Jr. Joe K. Parks
-9-
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total stockholder return on the Company's common stock against
the cumulative total return of the NASDAQ Stock Market (U.S. Companies) and the
Index for the NASDAQ Telecommunications Stocks for the period of five years
commencing September 2, 1990 and ending September 1, 1995. The graph assumes
that the value of the investment in the Company's common stock and each index
was $100 on September 2, 1990.
[COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN]
[GRAPH]
-10-
<PAGE>
AGENDA ITEM TWO
PROPOSAL TO AMEND 1989 DIRECTORS' INCENTIVE PLAN
On December 1, 1989, the Company, by action of its Board of Directors,
adopted its 1989 Directors' Incentive Plan (the "Directors' Plan") for directors
of the Company. The purpose of the Directors' Plan is to attract and retain
persons of ability as directors as well as to motivate and reward good
performance. By increasing the proprietary interest of directors in the Company
through stock ownership opportunities, the Board of Directors believes that the
Directors' Plan encourages directors to continue to exert their best efforts on
behalf of the Company.
On February 1, 1995, the Board of Directors of the Company adopted several
amendments to the Directors' Plan, as more fully described below. A resolution
will be introduced at the 1996 Annual Meeting of Stockholders to adopt the
proposed amendments to the Directors' Plan as set forth in Exhibit A to this
Proxy Statement and incorporated herein by reference. The Board of Directors
recommends that stockholders vote FOR the proposed amendments. The affirmative
vote of a majority of the Company's outstanding shares is necessary for the
approval of the amendments to the Directors' Plan.
DESCRIPTION OF THE PROPOSED AMENDMENTS
CERTAIN DEFINITIONS. Several definitions in the Directors' Plan are
proposed to be amended. The term "Fair Market Value" has been revised to
generally mean the closing price of the common stock of the Company as reported
on any national stock exchange or the Nasdaq National Market System, or in lieu
thereof, the mean between the high "bid" and low "ask" prices of the stock on
the Nasdaq SmallCap Market. Two new terms, "Participating Director" and "Non-
Employee Director," have been added to the Directors' Plan to distinguish
between non-employee directors and other directors who are employed by the
Company for purposes of participating in the Plan.
SHARES AVAILABLE FOR ISSUANCE. One proposed amendment to the Directors'
Plan would increase the number of shares authorized and available for issuance
pursuant to the terms of the Directors' Plan. At the date of the adoption of
the amendments, there remained only 45,000 shares available to be awarded under
the Directors' Plan or to be issued upon exercise of stock options to be
granted under the plan. The Board of Directors has approved, subject to
stockholder approval at the 1996 Annual Meeting of Stockholders, an amendment to
the Directors' Plan to increase the number of shares available for issuance
under the plan by 200,000 shares, from 100,000 shares to 300,000 shares.
PARTICIPATING DIRECTORS. The proposed amendments to the Directors' Plan
would also make Robert A. Placek, Chairman of the Board and President and Chief
Executive Officer of the Company, eligible to participate in the Directors'
Plan. Currently, the Directors' Plan excludes Mr. Placek and Mr. Heinz Wegener,
a former director of the Company, from participation in the plan because of
their significant equity ownership in the Company. The Board of Directors
believes it to be in the best interests of the Company and its stockholders to
allow Mr. Placek to participate in the Directors' Plan. Accordingly, subject to
stockholder approval at the 1996 Annual Meeting of Stockholders, the Directors'
Plan has been amended to permit participation by any director, including
Mr. Placek, and options to purchase shares of the Company's Common Stock were
granted to Mr. Placek pursuant to this proposed amendment. See "Stock Options
Granted Subject to Stockholder Approval."
AUTOMATIC OPTION GRANTS. The proposed amendments to the Directors' Plan
would automatically grant stock options, on an annual basis, to each non-
employee director of the Company without necessity of action by the Board of
Directors or the 1989 Directors' Incentive Plan Committee. The purpose of the
proposed amendment is to remove the discretionary aspect of the options granted
to non-employee
-11-
<PAGE>
directors, thereby qualifying the plan under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Act"). Rule 16b-3 provides that the award
of an equity security of an issuer pursuant to a plan which is qualified under
Rule 16b-3 is exempt from the short swing trading liability of Section 16(b) of
the Act. Section 16(b) provides, in pertinent part, that in order to prevent
the unfair use of information which may have been obtained by a director, an
officer (which term is more specifically defined in the regulations), or any
person who owns more than 10% of the equity securities of an issuer whose
securities are registered under Section 12 of the Act, any profit realized by
such a person from any purchase and sale, or any sale and purchase, of any
equity security of such issuer within any period of less than six months shall
inure to and be recoverable by the issuer, irrespective of any intention on the
part of such director, officer or 10% stockholder. If the amendment to the plan
is approved by stockholders, then awards of stock to non-employee directors
under the plan would be exempt from being "matched" against sales of the
Company's common stock for purposes of Section 16(b), and would permit the 1989
Directors' Incentive Plan Committee to administer the Directors' Plan on a
disinterested basis, thereby exempting awards of stock options under the
Directors' Plan from being treated as "purchases" by employee directors who
receive options under the plan.
Subject to stockholder approval at the 1996 Annual Meeting of Stockholders,
each non-employee director would be granted an option under the Directors' Plan
to purchase 2,000 shares of Common Stock on the last day of each December on
which regular trading occurs on the NASDAQ stock market, at an exercise price
equal to the fair market value of such stock on the date of grant. Such options
would be exercisable during the period of ten years and one day from the later
of the date of grant or stockholder approval of this proposed amendment to the
Directors' Plan. The proposed amendment would also grant, for services rendered
prior to January 1, 1995, to each non-employee director who was serving as a
director on such date, without necessity of action by the Board of Directors or
the 1989 Directors' Incentive Plan Committee, an option to purchase 2,000 shares
of Common Stock for each full or partial calendar year during which such non-
employee director served without resignation, leave, removal or other
interruption, at an exercise price equal to $3.25, the fair market value of such
stock on February 1, 1995. Subject to stockholder approval at the 1996 Annual
Meeting of Stockholders, options to purchase shares of Common Stock were granted
to James H. Morgan, Jr. and Joe K. Parks pursuant to this proposed amendment.
See "Stock Options Granted Subject to Stockholder Approval." The participation
of non-employee directors will be limited to grants made pursuant to the new
automatic grant provision. Options granted to non-employee directors under the
Directors' Plan will in all other respects conform to the terms of the
Directors' Plan.
In addition, upon the exercise of an option by a non-employee director, the
Company will pay a supplemental cash amount equal to the greater of the
Company's minimum federal and state tax withholding obligation with respect to
the exercise of the option and such supplemental payment, or an amount
sufficient to defray the federal and state tax consequences to the non-employee
director attributable to the exercise of the option and such supplemental
payment.
PLAN ADMINISTRATION COMMITTEE. In order to conform the Directors' Plan to
amendments made to Rule 16b-3 under the Act, one of the proposed amendments to
the Directors' Plan would reduce the minimum number of persons administering the
plan from three to two persons. Previously, in order for a plan that is
administered by a committee to qualify under Rule 16b-3, the committee had to be
made up of three or more persons. Rule 16b-3 has been amended, however,
reducing the required committee size to two or more disinterested persons. The
Board of Directors believes that it is in the best interests of the Company and
its stockholders for the Directors' Plan to be administered by two or more
persons in conformity with the current form of Rule 16b-3.
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<PAGE>
DESCRIPTION OF THE DIRECTORS' PLAN
EFFECTIVE DATE. The effective date of the Directors' Plan is December 1,
1989. Awards may be granted pursuant to the Directors' Plan from time to time,
but no later than ten (10) years from the effective date.
SHARES RESERVED FOR THE DIRECTORS' PLAN. The shares of the Company's
Common Stock to be awarded to directors under the Directors' Plan may be made
available either from authorized and unissued shares or treasury shares. Prior
to the recent amendments to the Directors' Plan, the maximum number of shares
reserved and made available for sale under the Directors' Plan was 100,000. If
for any reason shares of stock awarded or subject to purchase by exercising an
option under the Directors' Plan are not delivered or are reacquired by the
Company, such shares may again be available for award under the Directors' Plan.
In addition, the 1989 Directors' Incentive Plan Committee may, in its
discretion, decide to award other securities issued by the Company that are
convertible into stock or make such other securities subject to purchase by an
option.
INCENTIVE AWARDS. ALL AWARDS. The Directors' Plan authorizes the 1989
Directors' Incentive Plan Committee to award eligible directors stock options,
stock appreciation rights, restricted stock, deferred stock, performance units
or any combination thereof (collectively referred to as "Awards"). To date,
the 1989 Directors' Incentive Plan Committee has chosen to authorize Awards to
eligible directors in the form of stock options and has not employed the
alternative forms of incentive Awards available under the Directors' Plan. Each
Award granted under the Directors' Plan will be represented by an Award
Agreement in a form approved by the 1989 Directors' Incentive Plan Committee.
The Award Agreement shall be subject to and incorporate the terms and conditions
required under the Directors' Plan or as required by the 1989 Directors'
Incentive Plan Committee for the form of the Award granted and such other terms
and conditions as the 1989 Directors' Incentive Plan Committee may specify.
STOCK OPTIONS. The Directors' Plan authorizes the 1989 Directors' Incentive
Plan Committee to grant eligible directors nonqualified options to purchase
shares of Common Stock, including restricted stock and deferred stock, at an
exercise price of not less than 75 percent of the fair market value of the
shares on the date the option is granted. As of December 15, 1995, the fair
market value of the Common Stock of the Company currently subject to outstanding
options under the Directors' Plan was approximately $2,183,000. Options granted
under the Directors' Plan may be exercised at any time during the period of ten
years and one day after the date the options were granted. The option price may
be paid in cash or such other consideration as the 1989 Directors' Incentive
Plan Committee deems appropriate, including stock already owned by the optionee,
or, with respect to nonqualified options, restricted stock or deferred stock, or
a combination of cash and such other consideration having a total fair market
value, as determined by the 1989 Directors' Incentive Plan Committee, equal to
the purchase price. Options granted under the Directors' Plan may only be
transferred by will or by the laws of descent and distribution. During the
optionee's lifetime, options are exercisable only by the optionee.
In the event that an optionee during his or her lifetime ceases to be a
director of the Company for any reason other than death or total disability,
the option may be exercised (to the extent the optionee would have been entitled
to do so at the date of the termination of his or her tenure as a member of the
Board) at any time within three (3) months following the date the optionee
ceases to be a director of the Company. In the event of the death or total
disability of an optionee while he or she is a director of the Company or within
three months after termination of his or her tenure as a member of the Board
because of his or her total disability, the option may be exercised (to the
extent the optionee would have been entitled to do so on his or her death or
termination of tenure as a member of the Board) by a legatee or legatees of the
option under his or her will, or by his or her representatives, executors or
administrators at any time within one year after death or total disability.
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<PAGE>
PERSONS ELIGIBLE TO PARTICIPATE IN THE DIRECTORS' PLAN. The Directors'
Plan authorizes, at the discretion of the 1989 Directors' Incentive Plan
Committee, Awards to be granted to eligible directors of the Company. Under the
terms of the Directors' Plan prior to the amendments, Robert A. Placek was the
only director not eligible to receive incentive Awards under the Directors'
Plan, and there were three directors eligible for participation in the
Directors' Plan.
ADMINISTRATION OF THE DIRECTORS' PLAN. The Directors' Plan is administered
by the 1989 Directors' Incentive Plan Committee (the "Incentive Committee")
appointed by the Board of Directors of the Company. Prior to the amendments to
the Directors' Plan, the Incentive Committee could consist of not less than
three "disinterested persons" (as such term is defined in the General Rules and
Regulations under the Act) who shall serve at the pleasure of the Board.
Subject to the provisions of the Directors' Plan, the Incentive Committee
has the authority to administer the Directors' Plan, to select those directors
to whom Awards are to be granted, to determine the terms and conditions of each
Award, including the amount or number of shares of stock subject to each Award,
to determine the form or forms of the Awards to be granted to any eligible
director, and to interpret, construe and implement the provisions of the
Directors' Plan.
AMENDMENT OR TERMINATION OF THE DIRECTORS' PLAN. The Board of Directors of
the Company may, from time to time, amend or terminate the Directors' Plan. The
Directors' Plan may also be amended by the Incentive Committee, provided that
such amendments are reported to the Board. Furthermore, without approval of a
majority of stockholders, no revision or amendment shall (i) alter the group of
persons eligible to participate in the Directors' Plan, (ii) materially increase
the benefits provided under the Directors' Plan to the extent that stockholder
approval would then be required pursuant to the General Rules and Regulations
under the Act, (iii) increase the maximum number of shares of stock which are
available for Awards under the Directors' Plan, (iv) affect the authority of the
Incentive Committee to administer the Directors' Plan, or (v) extend the period
during which Awards may be granted under the Directors' Plan beyond the
expiration of ten years from the effective date of the Directors' Plan.
OPTIONS GRANTED SUBJECT TO STOCKHOLDER APPROVAL
On February 1 and February 10, 1995, the following options were granted
pursuant to the Directors' Plan, subject to stockholder approval at the 1996
Annual Stockholders Meeting, to 3 directors to purchase an aggregate of 171,000
shares of Common Stock.
<TABLE>
<CAPTION>
EXERCISE
PRICE NUMBER OF SHARES
NAME POSITION PER SHARE(1) UNDERLYING OPTIONS(2)
- ----- -------- ----------- ---------------------
<S> <C> <C> <C>
Robert A. Placek Chairman of the Board $3.00 153,000
President and Chief
Executive Officer;
Director
James H. Morgan, Jr. Director $3.25 12,000
Joe K. Parks Director/Director Nominee $3.25 6,000
</TABLE>
____________________
(1) This represents 100% of the fair market value of the common stock at the
date of grant.
(2) These options are subject to stockholder approval at the 1996 Annual
Meeting of Stockholders and thus will become exercisable, if at all, on
January 16, 1996.
-14-
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
All options to be granted under the Directors' Plan are non-statutory
options which are not entitled to special treatment under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"). A participant in the
Directors' Plan will recognize taxable income upon the grant of a non-statutory
stock option only if such option has a readily ascertainable fair market value
as of the date of the grant. In such a case, the participant will recognize
taxable ordinary income in an amount equal to the excess of the fair market
value of the option as of such date over the price, if any, paid for such
option. No income would then be recognized on the exercise of the option, and
when the shares obtained through the exercise of the option are disposed of in a
taxable transaction, the resulting gain or loss would be capital gain or loss
(assuming the shares are a capital asset in the hands of the optionee).
However, under the applicable Treasury Regulations, the nonqualified stock
options issued under the Directors' Plan will not have a readily ascertainable
fair market value unless at the time such options are granted similar options of
the Company are actively traded on an established market. The Company presently
has no such actively traded options.
Upon the exercise of a non-statutory option not having a readily
ascertainable fair market value, the optionee recognizes ordinary income in an
amount equal to the difference between the option price and the fair market
value of the shares on the date of exercise. The Company is not entitled to an
income tax deduction with respect to the grant of a stock option or the sale of
stock acquired pursuant thereto. The Company is permitted a deduction equal to
the amount of ordinary income the optionee is required to recognize as a result
of the exercise of a non-statutory stock option.
The Directors' Plan permits an optionee to pay all or a part of the
purchase price for shares acquired pursuant to the exercise of a non-statutory
option by transferring to the Company other shares of the Company's Common
Stock, including restricted or deferred stock, owned by the optionee. If an
optionee exchanges previously acquired stock, pursuant to the exercise of a non-
qualified stock option, the Internal Revenue Service has ruled that the optionee
will not be taxed on the unrealized appreciation of the shares surrendered in
the exchange. In other words, the optionee is not taxed on the difference
between his or her cost basis for the old shares and their fair market value on
the date of the exchange, even though the previously acquired shares are valued
at the current market price for purposes of paying all or part of the option
price.
The Directors' Plan is not qualified under Section 401(a) of the Code and
is not subject to the provisions of the Employee Retirement Income Security Act
of 1974.
The preceding discussion is based upon federal tax laws and regulations in
effect on the date of this Proxy Statement which are subject to change.
Furthermore, the foregoing is only a general discussion of the federal income
tax consequences of the Directors' Plan and does not purport to be a complete
description of all federal income tax aspects of the Directors' Plan. Option
holders may also be subject to state and local taxes in connection with the
grant or exercise of options granted under the Directors' Plan and the sale or
other disposition of shares acquired upon exercise of the options. Each
director receiving a grant of options should consult with his or her personal
tax adviser regarding federal, state or local tax consequences of participating
in the Directors' Plan.
AGENDA ITEM THREE
APPOINTMENT OF AUDITORS
The firm of BDO Seidman, independent certified public accountants, audited
the financial statements of the Company for the fiscal year ended September 1,
1995. The Board of Directors has selected this same firm to audit the accounts
and records of the Company for the current fiscal year and
-15-
<PAGE>
proposes that the stockholders ratify this selection at the Annual Meeting.
Neither such firm nor any of its members or associates has or has had during the
past year any financial interest in the Company, direct or indirect, or any
relationship with the Company other than in connection with their duties as
auditors and income tax preparers.
Stockholder ratification of this appointment is not required. Management
has submitted this matter to the stockholders because it believes the
stockholders' views on the matter should be considered, and if the proposal is
not approved, management may reconsider the appointment. Representatives of BDO
Seidman are expected to be present at the Annual Meeting to respond to
stockholders' questions and will have an opportunity to make any statements they
consider appropriate.
STOCKHOLDERS' PROPOSALS FOR 1997 ANNUAL MEETING
Stockholders may submit proposals appropriate for stockholder action at the
Company's Annual Meeting consistent with the regulations of the Securities and
Exchange Commission. Proposals by stockholders intended to be presented at the
1997 Annual Meeting must be received by the Company no later than August 20,
1996 in order to be included in the Company's proxy materials for that meeting.
Such proposals should be directed to Wegener Corporation, Attention: Corporate
Secretary, 11350 Technology Circle, Duluth, Georgia 30155.
GENERAL
The cost of this proxy solicitation will be paid by the Company.
Solicitations will be made by mail but in some cases may also be made by
telephone or personal call of officers, directors or regular employees of the
Company who will not be specially compensated for such solicitation. The
Company will also pay the cost of supplying necessary additional copies of the
solicitation material and the Company's Annual Report to Stockholders for
beneficial owners of shares held of record by brokers, dealers, banks and voting
trustees and their nominees, and upon request, the Company will pay the
reasonable expenses of record holders for mailing such materials to the
beneficial owners.
Management knows of no other matters to be acted upon at the meeting.
However, if any other matter is lawfully brought before the meeting, the shares
covered by your proxy will be voted thereon in accordance with the best judgment
of the persons acting under such proxy.
In order that your shares may be represented if you do not plan to attend
the meeting, and in order to assure a required quorum, please sign, date and
return your proxy promptly. In the event you are able to attend, we will, if
you request, cancel the proxy.
By Order of the Board of Directors,
J. Elaine Miller
Secretary
December 22, 1995
-16-
<PAGE>
EXHIBIT A
AMENDMENT NO. ONE
TO
1989 DIRECTORS' INCENTIVE PLAN
OF
WEGENER CORPORATION
The 1989 Directors' Incentive Plan (the "Directors' Plan"), shall be
amended as follows:
(1) The last sentence of Section 1 relating to the ineligibility of HEINZ
W. WEGENER and ROBERT A. PLACEK in the Directors' Plan shall be
deleted in full.
(2) The Directors' Plan is further amended by deleting from Section 2 the
definition of "Fair Market Value" in its entirety and by substituting
in lieu thereof the following:
"Fair Market Value' means, as of any date, the closing price
of the common stock of the Company as reported by any
national stock exchange on which such stock is traded or as
reported by the NASDAQ national market system; PROVIDED,
HOWEVER, in the event there are no actual sales transactions
reported for any such date, Fair Market Value shall mean the
mean between the high "bid" and low "ask" prices as of the
close of business for such date for shares of common stock
of the Company in the over-the-counter market, as reported
by the National Association of Securities Dealers, Inc.
Automated Quotation System or other quotation service."
(3) The Directors' Plan is further amended by deleting from Section 2 the
definition of "Participating Director" in its entirety and by
substituting in lieu thereof the following:
"Participating Director' means any member of the Board of
Directors of the Company who is not a Non-Employee
Director."
(4) The Directors' Plan is further amended by adding a new definition to
Section 2 which shall read as follows:
"Non-Employee Director' shall mean each person who is a
member of the Board of Directors of the Company but who is
not a full-time employee of the Company."
(5) The Directors' Plan is further amended by deleting the first sentence
of SECTION 3 and by substituting in lieu thereof the following
sentence: "The aggregate number of shares of stock which may be
awarded under the Directors' Plan or subject to purchase by exercising
an Option shall not exceed 300,000 shares."
(6) The Directors' Plan is further amended by deleting the first sentence
of paragraph (a) of SECTION 12 and by substituting in lieu thereof the
following sentence: "The Directors' Plan shall be administered by a
Committee composed of two or more persons, as appointed by the Board
and serving at the Board's pleasure."
(7) The Directors' Plan is further amended by adding at the end thereof a
new section to be known as "Section 18" which shall read as follows:
<PAGE>
"18. Options to Non-Employee Directors
Notwithstanding anything in the Directors' Plan to the
contrary, the participation and eligibility of a Non-
Employee Director of the Company in the Directors' Plan
shall be limited exclusively to the following:
(a) On the last day of each December (after the
effective date of this Section 18) on which regular trading
occurs on the NASDAQ stock market during which the
Directors' Plan is in force and effect, each Non-Employee
Director who shall have served as a Director of the Company,
without resignation, leave, removal or other interruption,
since the last annual shareholders meeting, shall be
granted, without the necessity of action by the Committee or
the Board, an Option hereunder to purchase 2,000 shares of
Stock at an exercise price equal to the Fair Market Value of
the Stock on such grant date. The provisions of this
subsection (a) shall not be amended more than once during
any six month period other than to comply with changes
mandated by law, including the Employee Retirement Income
Security Act of 1974 and the Code and any applicable
regulations thereunder.
(b) For services rendered prior to January 1, 1995,
each Non-Employee Director who is serving as a Director on
such date, shall also be granted, without the necessity of
action by the Committee or the Board, an Option hereunder to
purchase 2,000 shares of Stock for each full or partial
calendar year during which such Non-Employee Director
served, without resignation, leave, removal or other
interruption, since the effective date of the Directors'
Plan, at an exercise price equal to the Fair Market Value of
the Stock on the effective date of this Section 18.
(c) Such Options granted under this Section 18 shall
be exercisable commencing on the later of the date of grant
or shareholder approval of this amendment to the Directors'
Plan, and thereafter until the date which is ten years and
one day from the later of the date of grant or such
shareholder approval, whichever is applicable.
(d) In all other respects, options granted to Non-
Employee Directors hereunder shall conform to the terms of
this Plan and no Non-Employee Director shall be eligible to
receive Options hereunder except as provided in this
Section 18.
(e) Upon the exercise of all or a portion of any of
the options provided for in this Section 18, the Company
shall pay a supplemental cash amount equal to the greater of
(a) the Company's minimum federal and state tax withholding
obligation with respect to such exercise by the Non-Employee
Director and such supplemental payment, or (b) an amount
sufficient to defray the federal and state tax consequences
to the Non-Employee Director attributable to such exercise
by the Non-Employee Director and such supplemental payment,
as determined by the Committee on each date of such
exercise, and based
-2-
<PAGE>
upon such information and calculations as the Committee in its sole
discretion shall deem appropriate.
(f) The effective date of this Section 18 shall be
February 1, 1995."
-3-
<PAGE>
WEGENER CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR USE AT THE
1996 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 16, 1996 AT 7:00 P.M.,
EASTERN STANDARD TIME.
The undersigned hereby appoints Robert A. Placek and C. Troy Woodbury, Jr.
and each of them, attorneys and proxies with full power to each of substitution,
to vote in the name of and as proxy for the undersigned at the Annual Meeting of
Stockholders of Wegener Corporation (the "Company") to be held on Tuesday,
January 16, 1996 at 7:00 p.m. at the offices of the Company, 11350 Technology
Circle, Duluth, Georgia 30155, and at any adjournment thereof, according to the
number of votes that the undersigned would be entitled to cast if personally
present.
(1) To elect the following nominees as directors to serve until the 1999 Annual
Meeting of Stockholders and until his successor is elected and qualified:
Joe K. Parks and C. Troy Woodbury, Jr.
/ / FOR all nominees listed above / / WITHHOLD AUTHORITY to vote
(except as indicated to the contrary below) for all nominees
(To withhold authority to vote for any individual nominee(s), write that
nominee's name(s) on the line below:)
- --------------------------------------------------------------------------------
(2) To adopt certain amendments to the 1989 Directors' Incentive Plan,
including, among other things, amendments to increase the number of shares
available under the Plan from 100,000 shares to 300,000 shares and to
provide for automatic annual grants of options to non-employee directors,
all as set forth on Exhibit A attached to the Proxy Statement and
incorporated herein by reference.
/ / FOR / / AGAINST / /ABSTAIN
(3) To ratify the appointment of BDO Seidman as auditors for the Company and
its subsidiaries for the fiscal year 1996.
/ /FOR / /AGAINST / /ABSTAIN
(4) To transact such other business as may properly come before the meeting or
any adjournment thereof.
<PAGE>
PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE VOTED FOR ALL
NOMINEES REFERRED TO IN PARAGRAPH (1) AND FOR THE PROPOSITIONS REFERRED TO IN
PARAGRAPHS (2) AND (3).
The undersigned revokes and prior proxies to vote
the shares covered by this proxy.
--------------------------------------------------
Signature
--------------------------------------------------
Signature
Date:_______________________________, 199___
(When signing as attorney, executor, administra-
tor, trustee or guardian, please give title as
such. If stockholder is a corporation, corporate
name should be signed by an authorized officer and
the corporate seal affixed. For joint accounts,
each joint owner should sign.)
PLEASE SIGN, DATE AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED REPLY ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
