SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
DIAGNON CORPORATION
- --------------------------------------------------------------------------------
(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>
DIAGNON CORPORATION
9600 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 20, 1999
--------------
The Annual Meeting of Shareholders of Diagnon Corporation (the "Company"), a
Delaware corporation, will be held at the Hilton Gaithersburg, 620 Perry
Parkway, Gaithersburg, Maryland, on October 20, 1999 at 10:00 a.m. for the
following purposes:
1. To elect four directors each to hold office until the next Annual
Meeting of shareholders or otherwise as provided in the by-laws;
2. To approve the appointment of Deloitte & Touche LLP as independent
auditors for the Company; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on September 7, 1999, as
the record date for the determination of shareholders entitled to notice of and
vote at the Annual Meeting.
A list of shareholders of the Company entitled to vote at the Annual Meeting
will be available for examination by shareholders of the Company at the offices
of the Company, 9600 Medical Center Drive, Rockville, Maryland, during the ten
days immediately preceding the date of the Annual Meeting.
The Annual Report to Shareholders for the year ended May 31, 1999, accompanies
this notice.
Shareholders who do not expect to attend the meeting in person are urged to fill
out, sign and mail promptly, the enclosed proxy.
Michael P. O'Flaherty
Secretary
Rockville, Maryland
September 22, 1999
<PAGE>
DIAGNON CORPORATION
9600 MEDICAL CENTER DRIVE
ROCKVILLE, MARYLAND 20850
--------------
PROXY STATEMENT
--------------
This proxy statement is furnished in connection with the solicitation by Diagnon
Corporation (the "Company") of proxies to be voted at the Annual Meeting of the
shareholders to be held at the Hilton Gaithersburg, 620 Perry Parkway,
Gaithersburg, Maryland, on October 20, 1999, at 10:00 a.m., or at any
adjournment or postponement thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. Shares represented by duly executed
proxies at the meeting will be voted at the meeting. Where shareholders specify
in the proxy a choice with respect to any matter to be acted upon, the shares
represented by such proxies will be voted as specified. A shareholder who signs
and returns a proxy in the accompanying form may revoke it at any time before it
is voted.
The Company, at the close of business on September 7, 1999, the record date for
determination of shareholders entitled to vote at the meeting (the "Record
Date"), had outstanding 867,957 shares of Common Stock, par value $0.01 per
share, each share being entitled to one vote with respect to each matter to be
voted on at the meeting. Votes submitted prior to the Annual Meeting by proxy
will be counted by the Company's transfer agent, Registrar and Transfer Company,
and the results will be provided to the Company prior to the Annual Meeting.
Shares voted by shareholders present at the meeting will be tabulated manually
by the inspector of elections and added to the totals provided by Registrar and
Transfer Company. Abstentions by proxy or in person and broker non-votes will be
counted as present for the purposes of determining whether a quorum is present.
Abstentions and broker non-votes will not be counted with respect to any matter
being voted upon.
The solicitation of proxies is made by and on behalf of the Board of Directors
of the Company. This statement is being mailed to the shareholders on or about
September 22, 1999.
SECURITY OWNERSHIP
To the knowledge of the Company on the Record Date, the only persons known to
hold more than 5 percent of the Common Stock of the Company are:
1
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS (1)
---------------- ----------- ---------
<S><C>
John C. Landon 167,798 (2)(3) 18.69
S. David Leibowitt 98,973 (4) 11.34
2295 South Ocean Blvd.
Palm Beach, FL 33480
J. Thomas August 179,006 (5) 20.46
David H. Bishop 60,509 (6) 6.93
100 W. 57th St.
New York, NY 10019
</TABLE>
(1) Assumes the exercise by such person or persons of the currently exercisable
options owned by him or them and does not give effect to any shares issuable
upon exercise by any other person or persons of options.
(2) Includes 6,888 shares in the names of members of Dr. Landon's family.
(3) Assumes the exercise of currently exercisable options to purchase 25,167
shares.
(4) Includes 10,833 shares in the name of S. David Leibowitt's spouse.
(5) Assumes the exercise of currently exercisable options to purchase 2,667
shares.
(6) Includes 1,506 shares in the name of David H. Bishop's spouse.
The Company has been advised that the shares of Common Stock owned by Dr. August
and Dr. Landon will be voted in favor of the four nominees for director, and in
favor of all propositions set forth below.
2
<PAGE>
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Directors and Executive Officers must under section 16 (a) of the Securities
Exchange Act of 1934 must file certain reports of changes in beneficial
ownership of the Company's securities. The Company endeavors to assist Directors
and Executive Officer in filing the required reports. To the Company's
knowledge, all filing requirements under the Securities Exchange Act of 1934
were satisfied.
ITEM 1- ELECTION OF DIRECTORS
Four persons have been nominated for election as directors to serve until the
next Annual Meeting of shareholders and until their respective successors are
duly elected and qualified. IF YOU SUBMIT YOUR PROXY BUT DO NOT MAKE SPECIFIC
CHOICES, YOUR ENCLOSED PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE
PERSONS NAMED BELOW. If any nominee becomes unavailable as a candidate for
election for any reason, it is intended that votes will be cast for a substitute
nominee designated by the Board of Directors. The Company has no reason to
believe that any nominees named below will be unable to serve if elected.
All four of the nominees currently are directors of the Company. J. Thomas
August has been a director of the Company since 1982, John C. Landon has been a
director since 1986, Charles C. Francisco has been a director since 1991, and
Charles F. Gauvin has been a director since 1992. The terms of all four
directorships will run from October, 1999, to the next Annual Meeting of the
Company's shareholders. Election of the four (4) nominees will require the
affirmative vote of the holders of a plurality of the shares of the Company's
Common Stock present in person or represented by proxy at the Annual Meeting.
The following table sets forth the name and principal occupation of each
nominee, the period without interruption for which he has been a director of the
Company, the names and titles of the Executive Officers of the Company, and the
amount and percent of class of stock of the Company beneficially owned by each
nominee, each Executive Officer, and the Executive Officers and Directors as a
group as of the Record Date. Unless otherwise indicated, beneficial ownership
consists of sole voting and investment power.
3
<PAGE>
<TABLE>
<CAPTION>
Director of
Company
Without Nature of
Principal Occupation & Business Interruption Beneficial Percent Of
Name and Address Age Experience Past Five Years Since Ownership Class Class(1)
---------------- --- ------------------------------- ------------ ----------- ----- ----------
<S><C>
John C. Landon 62 Nominee; Chairman of the Board 1986 167,798 Common 18.69
9600 Medical Ctr. Dr. (since February,1987) CEO & sole (2)(3)
Rockville, MD 20850 President (since 1986) of the 6,888
Company. President of joint
BIOQUAL, Inc. ("BIOQUAL"),
a subsidiary of the Company.
Charles C. Francisco 61 Nominee; from July 1998, CEO 1991 3,834 Common 0.44
455 Fortune Blvd. and Managing Member of sole(4)
Milford, MA 01757 EdgeTech, Inc., Milford, MA, a
manufacturer of acoustic underwater
imaging instruments; from July 1998 to
present, CEO of C&W Fabricators, Inc.,
Gardiner, MA, a manufacturer of inlet
and exhaust systems for gas turbine
electric generators; from 1993-1998
President, CEO & a Director of
Victoreen, Inc., Cleveland, OH, a
manufacturer of radiation measuring
instrumentation; from 1992 to 1995,
Director of Environmental Restoration
Systems, Inc., Middletown, PA,
pollution removal equipment makers; in
1996, was a Director of R.E. Wright
Environmental, Inc., Middletown, PA,
an earth resources consulting company.
J. Thomas August 72 Nominee; Prof. & Director of 1982 179,006 Common 20.46
School of Medicine the Dept. of Pharmacology and sole(5)
Johns Hopkins Univ. Molecular Sciences at The
725 N. Wolfe St. Johns Hopkins Univ. School of
Baltimore, MD 21205 Medicine, Baltimore, MD for
more than five years.
Charles F. Gauvin 44 Nominee; currently President 1992 3,834 Common 0.44
Trout Unlimited and CEO and from 1991 to 1994 sole(4)
1500 Wilson Blvd. Executive Director of Trout
Arlington, VA 22209 Unlimited, Arlington, VA, a
nonprofit organization dedicated to
protection and conservation of trout
and salmon and their habitats; from
1986-1991, associated with the law
firm of Beveridge & Diamond, P.C.,
Washington, D.C.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S><C>
Michael P. O'Flaherty 61 Company Secretary and 18,218 Common 2.05
Diagnon Corporation Corporate Vice President since sole(6)
9600 Medical Center Dr. June 1988, and Chief Operating
Rockville, Maryland 20850 Officer since June 1994; Mr.
O'Flaherty's duties for the
Company include most functions
of general management.
Jerry R. Reel 61 Appointed as Vice President of 1,834 Common 0.22
BIOQUAL, Inc. the Division of Reproductive sole(8)
9600 Medical Center Dr. Endocrinology and Toxicology
Rockville, Maryland 20850 in June 1997, Vice President,
Science, of BIOQUAL since
October, 1991; private
consultant from 1989 to 1990.
Richard P. Bradbury 64 Appointed as Vice President of 2,385 Common 0.27
BIOQUAL, Inc. the Division of Primate sole(7)(9)
2501 Research Blvd. Biology and Medicine in June
Rockville, MD 20850 1997, Vice President of the
Company's SEMA subsidiary in November
1989; concurrent with the merger of
SEMA into BIOQUAL in 1991, was
appointed Vice President of the
Research Blvd. Division of BIOQUAL.
David A. 38 Appointed Company Acting 2,718 Common 0.31
Newcomer Controller in May, 1989, sole(9)
Diagnon Corporation Controller in June, 1990, and
9600 Medical Center Dr. Chief Financial Officer in
Rockville, MD 20850 June 1994; Mr. Newcomer's
duties include the management
of the Company's financial
functions
. 379,677 Common 40.74
All Executive Officers and (10)
Directors as a group (9
Persons)(2)(3)(4)(5)(6)(7)(8)(9)
</TABLE>
(1) Assumes the exercise by such person or persons of the currently exercisable
options owned by him or them and does not give effect to any shares
issuable upon exercise by any other person or persons of options.
(2) Includes 6,888 shares in the names of members of Dr. Landon's family, as to
which he retains beneficial ownership.
(3) Assumes the exercise of currently exercisable options to purchase 25,167
shares.
(4) Assumes the exercise of currently exercisable options to purchase 3,834
shares.
(5) Assumes the exercise of currently exercisable options to purchase 2,167
shares.
(6) Assumes the exercise of currently exercisable options to purchase 17,502
shares.
(7) Assumes the exercise of currently exercisable options to purchase 1,834
shares.
5
<PAGE>
(8) Assumes the exercise of currently exercisable options to purchase 2,335
shares.
(9) Assumes the exercise of currently exercisable options to purchase 2,668
shares.
(10) See Notes (2) through (9) above.
THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES OF THE BOARD
The Board of Directors held three meetings in fiscal year 1999. All board
members were present at each meeting and at all committee meetings on which they
serve. The Board has established two committees, the Compensation Committee and
the Audit Committee.
The Compensation Committee (currently consisting of Messrs. Francisco and
Gauvin) meets as necessary to determine Dr. Landon's compensation. Dr. Landon
determines the compensation of the Company's other employees. The Compensation
Committee had three formal meetings during fiscal year 1998.
The responsibilities of the Audit Committee (currently consisting of Messrs.
Francisco and Gauvin) include recommending to the full Board the selection of
the Company's independent public accountants, discussing the arrangements for
the proposed scope, and the results of the annual audit with management and the
independent public accountants; reviewing the scope of non-audit professional
services provided by the independent public accountants; obtaining from both
management and the independent public accountants their observations on the
Company's system of internal accounting controls; and reviewing the overall
activities and recommendations of the Company's internal auditors. There was one
formal meeting of the Audit Committee in fiscal year 1998.
Messrs. Francisco, August and Gauvin have agreements with the Company extending
through the term of their election. The agreements for Messrs. Francisco, August
and Gauvin provide for quarterly payments of $ 1,000 each as directors fees and
payments of $500 for attendance at Board of Directors meetings. Beginning
September 1, 1999, Messrs. Francisco, August, and Gauvin will receive $2,000
each per quarter as Directors fees and $1,000 each for each Board meeting
attended.
The agreement with Dr. August also provides payments of $2,500 per quarter for
services rendered to the Company as Scientific Adviser. The Company also
reimburses Company related travel expenses incurred by any of the directors.
During fiscal year 1999, the Company paid the following cash compensation to
directors:
6
<PAGE>
<TABLE>
<CAPTION>
ATTENDANCE OF BOARD TRAVEL TO
DIRECTORS MEETINGS BOARD
FEES MEETINGS AND CONSULTATION MEETINGS
--------- -------------------------- ---------
<S><C>
Dr. J. Thomas August $4,000 $11,500
Charles C. Francisco 4,000 1,500 $755
Charles F. Gauvin 4,000 1,500 100
</TABLE>
REMUNERATION OF EXECUTIVE OFFICERS AND RELATED MATTERS
The following table sets forth information with respect to remuneration paid
during the last three fiscal years to the Chief Executive Officer and the other
Company Officers whose compensation exceeded $ 100,000.
<TABLE>
<CAPTION>
Name and Principal Salary Bonus Other Annual Compensation
Position Year ($) ($) ($)/1,2
- ------------------ ---- ------ ----- -------------------------
<S><C>
John C. Landon 1999 275,000 40,000 32,723
CEO, President, Chairman 1998 275,000 32,723
Of the Board 1997 160,000 101,863 32,723
Michael P. O'Flaherty 1999 127,286 44,292 10,593
Chief Operating Officer 1998 122,085 36,444 10,593
Secretary 1997 116,690 21,660 10,593
Richard P. Bradbury 1999 106,426 4,730
Vice President, BIOQUAL, Inc., 1998 97,130 8,372
Subsidiary 1997 99,573 4,000
David A. Newcomer 1999 88,600 26,292 4,500
Chief Financial Officer 1998 83,412 19,430 4,500
1997 78,202 6,592 3,750
</TABLE>
1/ Other annual compensation for the CEO for the years 1998, 1997, and 1996
represents premiums for a $1,000,000 Split Dollar Life Insurance Policy.
2/ Other annual compensation for the Chief Operating Officer and Chief
Financial Officer for the years 1999, 1998 and 1997 represents premiums for
a $250,000 Split Dollar Life Insurance Policy.
Dr. Landon has an employment agreement with the Company, extending through July
13, 2002. Pursuant to this agreement, Dr. Landon's base compensation is $275,000
per year. The agreement provides for various additional incentive compensation
as determined by the Board of Directors based on a variety of criteria related
to the Company's performance.
7
<PAGE>
On June 1, 1988 the Company and Dr. Landon agreed to consolidate the previous
loan facilities available to Dr. Landon into a single loan of $100,000. The
consolidated loan had a five year term with repayment of principal deferred for
three years. The loan bore interest at the six month certificate of deposit rate
paid by Signet Bank, Maryland, and the rate was adjusted quarterly. On September
29, 1989, the Company agreed to increase the loan to $125,000. On September 21,
1990, the Company agreed to increase the loan to $150,000. Under Dr. Landon's
employment agreement (as amended), the loan was to be repaid in five
installments of $30,000 plus interest within six weeks after the end of each of
the next five fiscal years beginning with fiscal year 1992.
On July 1, 1994, Dr. Landon made a payment of $2,745 on accrued interest. On
June 6, 1994, the Company agreed to defer Dr. Landon's third $30,000 repayment
and make the payment due as two $15,000 installments paid with the fourth and
fifth $30,000 repayments respectively. On October 11, 1995, the Company's
shareholders affirmatively voted to approve the purchase of Company's stock from
Dr. Landon at market value to fund repayment by Dr. Landon of the remainder of
the Company loan. In October of 1996, the Board of Directors affirmatively voted
to extend the due date of the loan, maintaining all other terms and conditions,
until October 31, 1998.
On October 28, 1998, the Compensation Committee of the Board of Directors agreed
to extend the repayment period of the Company loan to Dr. Landon from October
31, 1998 to April 30, 2000. In accordance with the shareholders prior approval
of the Company's plan to purchase shares of stock from Dr. Landon at market
value, the Company is purchasing, on a quarterly basis for six quarter, 9,000
shares of Company stock from Dr. Landon at market value. Any unpaid principal
balance and accrued interest will be paid in cash at the end of the sixth
quarter. As of July 23, 1999, Dr. Landon has made three repayments totaling
$57,094. The largest amount owed by Dr. Landon during the fiscal year ended May
31, 1999 in respect to his loan facilities was $90,000, excluding accrued
interest amounting to $20,453. There was no addition to the loan this fiscal
year.
ITEM 2 - RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors recommends the ratification of the firm of Deloitte &
Touche LLP as independent auditors for fiscal year 2000. As in prior years,
representatives of Deloitte & Touche LLP will be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions raised at the meeting.
Deloitte & Touche LLP has audited the financial statements of Diagnon since
1982. Services provided in connection with the audit function by Deloitte &
Touche LLP for the fiscal year 1999 included primarily the examination of
Diagnon consolidated financial statements, and the review of filings with the
Securities and Exchange Commission.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DELOITTE & TOUCHE
LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR 2000. PROXIES SOLICITED BY THE
BOARD WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY A CONTRARY CHOICE ON THE
PROXY CARD.
8
<PAGE>
SHAREHOLDER PROPOSALS
Shareholders who wish to submit proposals at the next Annual Meeting of
shareholders should submit such proposals to the Company at its headquarters at
9600 Medical Center Drive, Rockville, Maryland 20850. Such proposals must be
received by the Company by June 3, 2000.
The Company will not be required to include in its Proxy Statement or form of
proxy, a shareholder proposal which is received after that date or which
otherwise fails to meet requirements for shareholder proposals established by
regulations of the Securities and Exchange Commission.
OTHER MATTERS
The expense of preparing, assembling, printing and mailing the form of proxy
material used for the solicitation of proxies by use of mails will be borne by
the Company. The Company has not retained any firm to solicit proxies on behalf
of the Company. Company directors and officers of the Company may solicit
proxies in person or by telephone and may request brokerage houses and other
custodians, nominees and fiduciaries to forward soliciting material to
beneficial owners of Common Stock. So far as the Board of Directors is aware,
only the aforementioned matters will be acted upon at the meeting. If any other
matters properly come before the meeting, it is intended that the accompanying
proxy may be voted on such matters in accordance with the best judgment of the
person or persons voting said proxy.
THE COMPANY'S REPORT ON FORM 10-KSB FOR ITS FISCAL YEAR ENDED MAY 31, 1999,
ACCOMPANIES THIS PROXY STATEMENT. UPON THE WRITTEN REQUEST OF A SHAREHOLDER OF
THE COMPANY ADDRESSED TO MICHAEL P. O'FLAHERTY, SECRETARY OF THE COMPANY, AT
9600 MEDICAL CENTER DRIVE, ROCKVILLE, MARYLAND 20850, THE COMPANY WILL PROVIDE
WITHOUT CHARGE TO SUCH SHAREHOLDER A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-KSB FOR ITS FISCAL YEAR ENDED MAY 31, 1999, INCLUDING THE FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES
EXCHANGE ACT OF 1934.
By Order of the Board of Directors
John C. Landon
Chairman of the Board and Chief Executive Officer
9
<PAGE>
COMMON STOCK PROXY
DIAGNON CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, OCTOBER 20, 1999
The undersigned hereby appoints John C. Landon and Michael P.
O'Flaherty and each of them, with power of substitution in each, as proxies or
proxy to represent the undersigned at the Annual Meeting of the Stockholders of
Diagnon Corporation (the "Company") to be held at the Hilton Gaithersburg, 620
Perry Parkway, Gaithersburg, Maryland, on Wednesday, October 20, 1999, at 10:00
a.m., local time, and at any adjournment or postponement thereof, and to vote
the number of shares of Common Stock which the undersigned would be entitled to
vote if personally present, (a) in the manner designated on the reverse side
hereof with respect to the election of directors and the other identified
proposals and (b) in their discretion on such other matters as may properly come
before the meeting or any adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
This proxy when properly executed will be voted in the manner directed
herein. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES AND
PROPOSALS LISTED ON THE REVERSE SIDE HEREOF.
DIAGNON CORPORATION ANNUAL MEETING
OF STOCKHOLDERS
WEDNESDAY, OCTOBER 20, 1999
10:00 A.M.
THE HILTON GAITHERSBURG
620 PERRY PARKWAY
GAITHERSBURG, MARYLAND
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING AND DESIRE TO HAVE THEIR
STOCK VOTED AT THE MEETING ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ABOVE
PROXY ON THE REVERSE SIDE AND RETURN THE SAME IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
1. ELECTION OF DIRECTORS: J. Thomas August, M.D., Charles C. Francisco,
Charles F. Gauvin, John C. Landon, Ph.D.
<TABLE>
<CAPTION>
<S><C>
FOR ALL NOMINEES WITHHOLD (To withhold authority to vote for any individual
listed except as AUTHORITY nominees, write the name of such nominee(s)
otherwise indicated to vote for all on the following line.)
with respect to nominees listed
individual nominees
[ ] [ ] ------------------------------------------------
</TABLE>
2. RATIFICATION OF INDEPENDENT AUDITORS:
Ratification of the selection of Deloitte and Touche LLP as the Company's
independent auditors.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Dated:
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Signature(s)
Please sign exactly as your name appears on this
proxy. When signing as attorney, executor, administrator,
trustee, guardian, etc. or as an officer of a corporation,
give full title. For joint accounts obtain both signatures.
