<PAGE>
INTERNATIONAL ELECTRONICS, INC.
427 Turnpike Street
Canton, Massachusetts 02021
_________________________________
Notice of Special Meeting in Lieu of the
Annual Meeting of Shareholders
_________________________________
Notice is hereby given that a Special Meeting in Lieu of the Annual Meeting
of Shareholders of International Electronics, Inc., a Massachusetts corporation
(the "Company") will be held at the offices of Cohan, Rasnick, Myerson & Marcus
LLP, One State Street, Boston, Massachusetts at 2:00 p.m., local time, on
Thursday, March 30, 2000, for the following purposes:
1. To elect a Board of four Directors consisting of one Class 1 Director, two
Class 2 Directors and one Class 3 director to serve until their successors
are chosen and qualified.
2. To transact such other business as may come before the meeting.
Only shareholders of record at the close of business on February 4, 2000,
are entitled to notice of and to vote at the meeting.
Please complete, sign, and date the enclosed proxy, and mail it as promptly
as possible in the enclosed self-addressed envelope. If you attend the meeting
and desire to vote in person, the proxy will not be used.
By order of the Board of Directors,
Peter Myerson, Clerk
Canton, Massachusetts
February 25, 2000
<PAGE>
INTERNATIONAL ELECTRONICS, INC.
427 Turnpike Street
Canton, Massachusetts 02021
________________________________
Proxy Statement
________________________________
The accompanying proxy is solicited by the Board of Directors of
International Electronics, Inc., a Massachusetts corporation (the "Company") for
use at a Special Meeting in Lieu of the Annual Meeting of Shareholders to be
held March 30, 2000.
PROXY SOLICITATION
Proxies in the accompanying form, properly executed and received prior to
the meeting and not revoked, will be voted as specified, or if no instructions
are given, will be voted in favor of the proposals described herein. Proxies may
be revoked at any time prior to the meeting by written notice given to the Clerk
of the Company. No dissenter to any action proposed will have any right to
appraisal as a result of voting against a proposed action. The cost of this
solicitation shall be borne by the Company. Solicitation of the Proxies by
telephone or in person may be made by the Company's Directors, Officers or other
employees, but any such solicitations will be carried on during working hours
and for no additional cost, other than the time expended and telephone charges
in making such solicitations. The approximate date on which this Proxy Statement
and the accompanying proxy card will be mailed to shareholders is February 25,
2000.
INFORMATION AS TO VOTING SECURITIES
Each outstanding share of the Company's common stock, $.01 par value per
share, is entitled to one vote. Only shareholders of record at the close of
business on February 4, 2000 will be entitled to vote at the meeting. On that
date, there were 1,524,968 shares of common stock of the Company outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Set forth below is information concerning ownership of the Company's common
stock as of January 31, 2000, (i) by all persons known by the Company to own
beneficially 5% or more of the outstanding common stock, (ii) by each director
and Named Executive Officer of the Company and (iii) by all directors and
executive officers as a group.
Percent of
Number of Common Stock
Name Shares/(1)/ Owned
---- ------ -----
Executive Officers and Directors:
John Waldstein 229,631/(2)/ 14.1%
c/o International Electronics, Inc.
427 Turnpike Street
Canton, Massachusetts
James Brierley 32,576/(5)/ 2.1%
c/o International Electronics, Inc.
427 Turnpike Street
Canton, Massachusetts
Page 1
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Percent of
Number of Common Stock
Name Shares/(1)/ Owned
---- ------ -----
Executive Officers and Directors:
Heath Paley 43,222/(3)/ 2.8%
c/o International Electronics, Inc.
427 Turnpike Street
Canton, Massachusetts
Kenneth Moyes 15,250/(6)/ 1.0%
526 Boston Post Road
Wayland, Massachusetts
Diane Balcom 18,560/(4)/ 1.2%
1709 Boulevard of the Allies, Suite 100
Pittsburgh, Pennsylvania
Christopher Hentschel 23,300/(7)/ 1.5%
c/o International Electronics, Inc.
427 Turnpike Street
Canton, Massachusetts
All directors and executive officers
as a group (6 persons) 362,539/(8)/ 21.0%
5% Shareholders:
Warren Paley 217,267 14.2%
3 Mill Street
New Baltimore, New York
(1) Except as otherwise indicated below, the named owner has sole voting and
investment power with respect to the shares set forth. No arrangements are
known to the Company, which may result in a change in control. The number
of shares shown does include shares which may be acquired through the
exercise of options and warrants, which are exercisable currently or within
sixty (60) days after January 31, 2000.
(2) Includes vested options and warrants to purchase an aggregate 108,125
shares of the Company's common stock granted at prices ranging from $.74-
$2.12 per share. Includes 6,234 shares of common stock held by Mr.
Waldstein's wife. Mr. Waldstein disclaims beneficial ownership of these
shares.
(3) Includes vested options to purchase an aggregate 34,537 shares of the
Company's common stock granted at prices ranging from $.75-$6.48 per share.
(4) Includes vested options and warrants to purchase an aggregate 12,012 shares
of the Company's common stock granted to Diane Balcom and Balcom &
Associates at prices ranging from $.72-$2.12 per share.
(5) Includes vested options to purchase an aggregate 25,000 shares of the
Company's common stock granted at prices ranging from $1.35-$1.58 per
share.
(6) Includes 4,000 shares of common stock held in trust for the benefit of Mr.
Moyes' minor children. Mr. Moyes serves as co-trustee of two such trusts.
Includes vested options to purchase an aggregate 1,250 shares of the
Company's common stock at $1.17 per share.
(7) Includes vested options to purchase an aggregate 21,667 shares of the
Company's common stock at prices ranging from $.75-$2.07 per share.
(8) Includes vested options and warrants to purchase an aggregate 202,591
shares of the Company's common stock granted at prices ranging from $.72-
$6.48 per share.
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PROPOSAL ONE
ELECTION OF DIRECTORS
Shares represented by proxies in the enclosed form, unless the proxies
otherwise direct, will be voted as follows: (i) to elect Heath Paley as the
Class 1 Director to the Company's Board of Directors until the first annual
meeting following the Shareholders' meeting scheduled for March 30, 2000; (ii)
to elect Diane Balcom and Kenneth Moyes as the Class 2 Directors to the
Company's Board of Directors to serve until the second annual meeting following
the Shareholders' meeting scheduled for March 30, 2000; and (iii) to elect John
Waldstein as the Class 3 Director to the Company's Board of Directors to serve
until the third annual meeting following the Shareholders' meeting scheduled for
March 30, 2000.
The following table sets forth the name and age of each executive officer,
director and nominee of the Company. The narrative following the table describes
the principal employment of each executive officer, director and nominee. For
each person presently serving as director, the table sets forth the date on
which he/she was first elected director.
Position with Director
Name Age the Company Since
- ---- --- ----------- -----
John Waldstein 46 Chairman of the Board, President, 1982
Chief Executive Officer, Treasurer
and Director
James C. Brierley, Jr. 48 Vice President of Sales -
and Marketing
Christopher Hentschel 55 Vice President of Engineering -
Heath Paley 51 Director 1990
Diane Balcom 57 Director 1989
Kenneth Moyes 43 Director 1998
Directors of the Company hold office on the following basis and thereafter
until their successors are chosen and qualified. Class 1 Directors will serve in
office until the first annual meeting following the annual meeting set for March
30, 2000, and thereafter will serve for three year terms. Class 2 Directors will
serve in office until two years following the annual meeting set for March 30,
2000, and thereafter will serve for three year terms. Class 3 Directors will
serve in office until three years following the annual meeting set for March 30,
2000, and thereafter will serve for three year terms.
The officers of the Company hold office until their successors are chosen
and qualified.
The following is a summary of the background of those individuals listed in
the above table:
John Waldstein has been employed by the Company since 1978, has been
Treasurer since March 1982, was Vice President between January 1983 and May
1988, Chief Operating Officer from February 1988 to May 1988, President and
Chief Executive Officer since May 1988, and Chairman of the Board since November
1990. Mr. Waldstein is a graduate of Harvard College. See "Executive
Compensation-Compensation on Involuntary Termination."
James C. Brierley, Jr. has been employed by the Company since October 1995.
Initially engaged as a consultant to develop a business strategy for the
Company's line of industrial access control products, he was appointed Director
of Sales and Marketing in October 1997 and was appointed Vice President of Sales
and Marketing in April 1998. Prior to joining the Company, from September 1994
to September 1995, he was the Vice President of Product Marketing for The
Shareholders Services Group, a division of First Data Corporation. From 1981 to
June 1994, he was employed by Digital Equipment Corporation where he became
Director of Product Management specializing in distributed database client
server products. Prior to that, Mr. Brierley was a Certified
Page 3
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Public Accountant with Coopers & Lybrand. See "Executive Compensation-
Compensation on Involuntary Termination."
Christopher Hentschel was appointed the Company's Vice President of
Engineering in March 1995 and had previously been Chief Engineer since 1989.
Before joining the Company, Mr. Hentschel was a founder and Vice President of
Engineering of Guard Aware, Inc. Mr. Hentschel is a graduate of Wentworth
Institute. See "Executive Compensation-Compensation on Involuntary Termination."
Heath Paley became a member of the Board of Directors in 1990. Since May
1996, Mr. Paley has been a self-employed computer consultant. He had been the
Company's Director of Management Information Systems from September 1994 until
May 1996 and was the Company's Chief Operating Officer and Executive Vice
President from June 1990 to August 1994. From 1983 to June 1990, Mr. Paley was
President and a founder of Ecco Industries, Inc. From 1980 to 1983, he was
President of the Maine Woods Shoe Division of Bennett Industries. Heath Paley is
the son of Warren Paley. See "Certain Beneficial Owners and Management."
Diane Balcom became a member of the Board of Directors in July 1989. Since
October 1998, Ms. Balcom has been the Executive Director of the Pittsburgh Mercy
Foundation. From September 1997 to September 1998, she held the position of
Director of Development for Children's Hospital of Pittsburgh. From August 1994
to August 1997, Ms. Balcom was the Chapter Director of the Juvenile Diabetes
Foundation of Western Pennsylvania. She has been an adviser to the Company on
corporate and financial matters since 1985. From January 1989 to August 1994,
Ms. Balcom operated a consulting practice, which provided services related to
private and public financing for small and medium-sized companies. From March
1987 to January 1989, she served as Vice President and Chief Financial Officer
for Environmental Diagnostics, Inc., a publicly held company. Prior to that, Ms.
Balcom held various senior management positions in Corporate Finance and
Research for 13 years with brokerage firms on the West Coast.
Kenneth Moyes was appointed to the Board of Directors in October 1998.
Since August 1994, Mr. Moyes has been the President and founder of EH
Publishing, Inc., an information provider for the home systems industry. From
January 1990 to May 1994, Mr. Moyes served as President and Chief Executive
Officer of Arius, Inc., an international distributor of security products.
During May 1995, Arius filed for bankruptcy. Prior to that, Mr. Moyes was
employed by Geneva Merchant Bankers as a junior partner, founded Moyes and
Company, a management consulting firm, and was a Certified Public Accountant
with Peat, Marwick, Mitchell and Company.
In September 1999, Mr. Waldstein received an option under the Company's
non-qualified stock option plan (the "Plan") to purchase 12,500 shares of common
stock at an exercise price of $ 1.77 per share. In November 1999, Messrs.
Brierley and Hentschel each received options under the Plan to purchase 5,000
shares of common stock at an exercise price of $2.56 per share. All of the
aforementioned options vest over a four-year period.
During the fiscal year ending August 31, 1999, the Board of Directors held
5 meetings (including regularly scheduled, telephone, special meetings and
actions by unanimous written consent).
The Board of Directors has an audit committee. The audit committee is
comprised of John Waldstein, Heath Paley and Diane Balcom. The audit committee
is responsible for financial oversight and review of potential conflicts of
interest. The audit committee had one meeting during fiscal 1999. The Company's
compensation committee of the Board of Directors is comprised of Diane Balcom
and Kenneth Moyes. The compensation committee is responsible for evaluating and
approving the compensation arrangements for each of the Company's executive
officers, including the granting of options to purchase shares of common stock
under the Company's Employee Stock Option Plans. The compensation committee,
during the year ended August 31, 1999, held one meeting. The Company has no
nominating committee.
At the last annual meeting, shareholders elected a Board of Directors for
the ensuing year. The Board which was elected consisted of John Waldstein, Diane
Balcom, Heath Paley and Kenneth Moyes.
Page 4
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The Board of Directors recommends that shareholders vote FOR the election
Heath Paley as the Class 1 Director on the Board of Directors to serve until the
first annual meeting following the Shareholders' meeting scheduled for March 30,
2000; (ii) to elect Diane Balcom and Kenneth Moyes as the Class 2 Directors on
the Board of Directors to serve until the second annual meeting following the
Shareholders meeting scheduled for March 30, 2000; and (iii) to elect John
Waldstein as the Class 3 Director on the Board of Directors to serve until the
third annual meeting following the Shareholders' meeting scheduled for March 30,
2000.
EXECUTIVE COMPENSATION
The following table sets forth information concerning the compensation for
each of the last three fiscal years ended August 31, 1999, of the Company's
President and Chief Executive Officer, and three other executive officers of the
Company who received at least $100,000 of compensation during any of these years
(the "Named Executive Officers"):
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation(2) Options All Other
-----------------------------------
Name Year Salary Commission/Bonus(3) (Shares) Compensation(1)
- ---- ---- ------ ------------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
John Waldstein 1999 $141,014 $ 7,000 29,500 $16,233
President, 1998 137,947 27,000 15,000 16,892
Chief Executive Officer 1997 135,000 2,100 10,000(5) 8,021
James Brierley 1999 99,959 16,000 - -
Vice President of 1998 89,250 25,100 10,000 -
Sales and Marketing 1997 85,000 18,000 - -
Christopher Hentschel 1999 96,972 8,000 3,333 -
Vice President of 1998 86,317 7,500 7,000 -
Engineering 1997 82,125 1,800 - -
Robert Voosen (4) 1999 - - - -
Executive Vice 1998 51,539 - - -
President 1997 100,000 - 9,000(5) -
</TABLE>
(1) Represents the cost of a split dollar whole life insurance policy with a
face value of $1,005,000 as of August 31, 1999 and a long-term disability
policy. The Company is a beneficiary of such life insurance policy to the
extent of all premiums paid upon the death of John Waldstein. Mr. Waldstein
may purchase this policy upon termination of his employment for the then
current cash surrender value.
(2) Does not include perquisites which do not exceed 10% of annual salary.
(3) Amount represents commissions and/or bonus earned during the applicable
year.
(4) Mr. Voosen resigned as an officer of the Company in September 1997.
(5) Represents warrants to purchase 10,000 and 9,000 shares of common stock
granted to Messrs. Waldstein and Voosen, respectively, at an exercise price
of $2.12 per share exercisable for a ten-year period.
The Company's Board of Directors, commencing in fiscal 1993, established an
annual bonus plan for officers and certain key employees. The available funds
for the plan shall be up to five percent of income before taxes. The final
amount and subsequent distribution to employees shall be determined by the
Company's compensation committee.
Page 5
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Options Granted During Fiscal 1999
The following table sets forth certain information with respect to the
grant of stock options in fiscal 1999 to any of the Named Executive Officers:
<TABLE>
<CAPTION>
Potential Realizable
Individual Grants Value of Assumed
---------------------
Number of Percent of Annual Rates of
Shares Total Options Stock Price
Underlying Granted To Exercise Appreciation for
Options Employees Price Expiration Option Term (2)
Name Granted (1) In Year Per Share Date 5%($) $10%($)
- ---- ------- ------- --------- ---- ----- -------
<S> <C> <C> <C> <C> <C> <C>
John Waldstein 4,500 6% $1.17 Oct. 13, 2008 $ 3,311 $ 8,391
Chris Hentschel 3,333 4% $1.64 Jan. 26, 2009 3,438 8,712
John Waldstein 25,000 33% $1.31 Apr. 14, 2009 20,596 52,195
</TABLE>
(1) The options vest annually over a 4-year period from the date of grant.
(2) Amount represents hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on assumed rates of stock price appreciation of 5% and 10%
compounded annually from the date the respective options were granted to
their expiration date. This table does not take into account any
appreciation in the price of the common stock.
Compensation on Involuntary Termination
John Waldstein has an employment contract with the Company which provides
for certain compensation to be paid to him if he is discharged by the Company
without cause, as defined before the end of the term of his contract. Mr.
Waldstein has a continuous three-year employment contract with a current minimum
annual salary of approximately $142,000, subject to adjustment for inflation.
The salary of Mr. Waldstein is subject to performance reviews and annual
adjustment as determined by the Company's compensation committee.
If the employment of John Waldstein is terminated by the Company without
cause, including a change in status as a result of an acquisition, merger or
sale of assets (an "Acquisition"), the Company is obligated to pay at such
termination an amount equal to his total salary and benefits to the conclusion
of the contract period. In the event of an Acquisition of the Company, Mr.
Waldstein's base salary shall increase to an annual salary of $175,000, subject
to future adjustments for inflation. As of February 1, 2000, John Waldstein's
base salary to the conclusion of his contract period is approximately $426,000,
plus future cost of living adjustments.
After an Acquisition of the Company, provided Mr. Waldstein continues his
employment for at least a six month period, and he subsequently voluntarily
resigns, he shall be paid one year's compensation and benefits. For each
additional six months that he works thereafter, he shall be paid an additional
six months compensation and benefits provided any such payments shall not exceed
three years of compensation.
The Company also has employment arrangements with certain key management
(including Messrs. Brierley and Hentschel) that require salary and benefit
continuation for one year in the event of a termination of such employment as a
result of an Acquisition. As of February 1, 2000, the annual salaries of such
management personnel represent an aggregate of $367,000.
Page 6
<PAGE>
Year End Option Table
The following table sets forth the number and value of unexercised options
held as of August 31, 1999 by the Named Executive Officers:
Aggregated Option Exercises In Last Fiscal
Year and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options at
Options at end of Fiscal 1999 End of Fiscal 1999 (2)
----------------------------- ----------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
John Waldstein (1)(3) 112,417 45,750 $130,731 $45,380
James Brierley (1) 17,500 12,500 15,322 11,316
Christopher Hentschel(1) 18,584 9,083 17,571 7,486
</TABLE>
(1) There were no options exercised during fiscal 1999.
(2) Difference between the fair market value of the underlying common stock on
November 11, 1999 and the exercise price.
(3) Includes warrants to purchase an aggregate of 35,000 shares of common
stock. See "Summary Compensation Table - Note 5" herein and see Note 9 to
the Consolidated Financial Statements.
Compensation of Directors
Directors who are not officers receive $500 for each Board of Directors
meeting and $500 for each Committee meeting that they attend in person or by
telephone conference call. For the fiscal year ended August 31, 1999, directors'
fees were paid in the amounts of $2,500 to Ms. Balcom, $3,500 to Mr. Paley, and
$3,000 to Mr. Moyes. In April 1999, each of the Company's three non-employee
directors received options under the Company's non-qualified stock option plan
to purchase 2,000 shares of common stock at an exercise price of $1.37. These
options were fully vested upon the date of grant. Mr. Paley, Mr. Moyes, and Ms.
Balcom perform consulting work for the Company and for the fiscal year ended
August 31, 1999 were paid $26,000, $6,000, and $1,000, respectively.
Other Matters
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors, and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of ownership
with the Securities and Exchange Commission ("SEC") and the National Association
of Securities Dealers. Executive officers, directors, and greater than ten-
percent stockholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
The Company believes that all filing requirements applicable under Section
16(a) to its executive officers, directors, and 10% stockholders were complied
with for fiscal 1999.
INDEPENDENT AUDITORS
Deloitte & Touche LLP has served as the Company's independent auditors
since 1982. The Company's management anticipates that Deloitte & Touche LLP will
also serve as the Company's auditors in connection with the financial statements
to be prepared for the fiscal year ending August 31, 2000. No representative of
Deloitte & Touche LLP is expected to attend the meeting of Shareholders.
Page 7
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PROPOSALS BY SHAREHOLDERS
Any Shareholder who wishes to include a proposal for presentation at the
next annual meeting of the Company must send such proposal to the Company and
such proposal must be received by the Company no later than October 27, 2000.
Any proposal submitted by a Shareholder must comply with the provision of Rule
14A-8 of the Exchange Act of 1934 as amended.
OTHER MATTERS
As of the date hereof, the Company has not been informed of any matters to
be presented for action at the meeting other than those listed in the notice of
meeting and referred to herein. If any other matters come before the meeting or
any adjournment thereof, it is intended that the proxies will be voted in
respect thereof in accordance with the judgment of the persons named therein.
FINANCIAL STATEMENTS
A copy of the Company's Annual Report for the fiscal year ending August 31,
1999 and the Company's Form 10-QSB for the quarter ending November 30, 1999 is
being mailed to all shareholders herewith. The Annual Report and the Company's
Form 10-QSB are not to be regarded as proxy solicitation material.
Shareholders are urged to sign the enclosed form of proxy and return it at
once in the envelope enclosed for that purpose.
By Order of the Board of Directors,
Peter Myerson, Clerk
Canton, Massachusetts
February 25, 2000
Page 8
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INTERNATIONAL ELECTRONICS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John Waldstein with full power of substitution,
as the true and lawful attorney in fact and proxy for the undersigned to vote
all shares of common stock of International Electronics, Inc. (the "Company")
which the undersigned is entitled to vote at a Special Meeting of Shareholders
to be held at the offices of Cohan, Rasnick, Myerson & Marcus, LLP, One State
Street, Boston, Massachusetts 02109, at 2:00 p.m. on March 30, 2000 or any
adjournment thereof, such proxy being directed to vote as specified on the
reverse on the election of directors and being authorized to vote in his own
discretion for each proposal as to which a specified vote is not directed. The
above named proxy is directed to vote all of the undersigned's shares as
follows:
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS INDICATED. IF NO
SPECIFICATION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NAMED NOMINEES AND FOR THE PROPOSAL.
(Continued and to be signed on the other side.)
<PAGE>
Please date, sign and mail your
proxy card back as soon as posible!
Special Meeting of Shareholders
INTERNATIONAL ELECTRONICS, INC.
March 30, 2000
Please Detach and Mail in the Envelope Provided
<TABLE>
<CAPTION>
A [X] Please mark your
votes as in this
example.
WITHHOLD
FOR AUTHORITY Nominees: FOR AGAINST ABSTAIN
<C> <C> <S>
1. To elect a three [_] [_] John Waldstein 2. To consider and act upon such [_] [_] [_]
class Board of four Class 3 Director to serve 3 years other business or further
Directors to serve Heath Paley business as may properly come
until the successor of each Class 1 Director to serve 1 year before the meeting.
Director is chosen and Diane Balcom
qualified at the applicable Class 2 Director to serve 2 years Management recommends a vote FOR this action.
annual meeting over a three Kenneth Moyes
year cycle. Class 2 Director to serve 2 years Management knows of no other matters that may
properly be, or which are likely to be, brought
INSTRUCTIONS: TO WITHHOLD AUTHORITY before the meeting. However, if any other matters
TO VOTE FOR ANY INDIVIDUAL NOMINEE, are properly brought before the meeting, the person
DRAW A LINE THROUGH THE NOMINEE'S named in this Proxy or his substitute will vote in
NAME ON THE LIST AT RIGHT. accordance with his best judgment.
Please mark, sign, date and return the proxy card
promptly using the enclosed envelope.
</TABLE>
<TABLE>
<S> <C> <C>
Signature of Shareholder Signature of Shareholder Date
-------------------------- -------------------------- -------------------
</TABLE>
<TABLE>
<C> <S>
IMPORTANT: Please date this Proxy and sign Proxy exactly as your name appears hereon. If shares are held jointly, signature should
include both names. Executors, administrators, trustees, guardians and others signing in a representative capacity
should indicate the capacity in which they sign and their titles.
</TABLE>
