<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PLANAR SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
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(4) Date Filed:
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Notes:
<PAGE>
[PLANAR SYSTEMS, INC. LOGO]
1400 N.W. Compton Drive
Beaverton, OR 97006
(503) 690-1100
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 3, 2000
----------------
To the Shareholders of
Planar Systems, Inc.:
NOTICE IS HEREBY GIVEN that the annual meeting of shareholders (the "Annual
Meeting") of Planar Systems, Inc. (the "Company") will be held on Thursday,
February 3, 2000, at 3:00 p.m., local time, at the Greenwood Inn, 10700 S.W.
Allen Boulevard, Beaverton, Oregon for the following purposes:
1. Election of Directors. To elect four directors, three for a three-year
term and one for a two-year term;
2. Ratification of Appointment of Auditors. To ratify the appointment by
the Board of Directors of KPMG LLP as independent auditors of the
Company for the fiscal year ending September 29, 2000; and,
3. Other Business. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
December 6, 1999 as the record date for the determination of shareholders
entitled to notice of and to vote at the Annual Meeting. Only shareholders of
record at the close of business on that date will be entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof.
By Order of the Board,
/s/ Balaji Krishnamurthy
Balaji Krishnamurthy
President and Chief Executive
Officer
Beaverton, Oregon
January 3, 2000
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
PLANAR SYSTEMS, INC.
1400 N.W. Compton Drive
Beaverton, OR 97006
(503) 690-1100
--------
PROXY STATEMENT
for
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 3, 2000
--------
INTRODUCTION
General
This Proxy Statement is being furnished to the shareholders of Planar
Systems, Inc., an Oregon corporation ("Planar" or the "Company"), as part of
the solicitation of proxies by the Company's Board of Directors (the "Board of
Directors") from holders of the outstanding shares of Planar common stock, no
par value (the "Common Stock"), for use at the Company's Annual Meeting of
Shareholders to be held at 3:00 p.m. on February 3, 2000, and at any
adjournments or postponements thereof, (the "Annual Meeting"). At the Annual
Meeting, shareholders will be asked to elect four members of the Board of
Directors, ratify the appointment by the Board of Directors of KPMG LLP as
independent auditors of the Company for the fiscal year ending September 29,
2000, and transact such other business as may properly come before the meeting
or any adjournments thereof. This Proxy Statement, together with the enclosed
proxy card, is first being mailed to shareholders of Planar on or about
January 5, 2000.
Solicitation, Voting and Revocability of Proxies
The Board of Directors has fixed the close of business on December 6, 1999
as the record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting. Accordingly, only holders of
record of shares of Common Stock at the close of business on such date will be
entitled to vote at the Annual Meeting, with each such share entitling its
owner to one vote on all matters properly presented at the Annual Meeting. On
the record date, there were approximately 4,000 beneficial holders of the
10,540,071 shares of Common Stock then outstanding. The presence, in person or
by proxy, of a majority of the total number of outstanding shares of Common
Stock entitled to vote at the Annual Meeting is necessary to constitute a
quorum at the Annual Meeting.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Annual Meeting, the shares represented thereby will be voted
in accordance with the instructions marked thereon. Executed but unmarked
proxies will be voted FOR the election of the four nominees for election to
the Board of Directors and FOR the ratification of the appointment of KPMG LLP
as the Company's independent auditors for the fiscal year ending September 29,
2000. The Board of Directors does not know of any matters other than those
described in the Notice of Annual Meeting that are to come before the Annual
Meeting. If any other matters are properly brought before the Annual Meeting,
the persons named in the proxy will vote the shares represented by such proxy
upon such matters as determined by a majority of the Board of Directors.
Shareholders who execute proxies retain the right to revoke them at any time
prior to the exercise of the powers conferred thereby by filing a written
notice of revocation with, or by delivering a duly executed proxy bearing a
later date to, Corporate Secretary, Planar Systems, Inc., 1400 N.W. Compton
Drive, Beaverton, Oregon 97006, or by attending the Annual Meeting and voting
in person. All valid, unrevoked proxies will be voted at the Annual Meeting.
1
<PAGE>
ELECTION OF DIRECTORS
At the Annual Meeting, four directors will be elected; three for a three-
year term and one for a two-year term. Unless otherwise specified on the
proxy, it is the intention of the persons named in the proxy to vote the
shares represented by each properly executed proxy for the election of the
nominees named below. The Board of Directors believes that the nominees will
stand for election and will serve if elected as directors. However, if any of
the persons nominated by the Board of Directors fails to stand for election or
is unable to accept election, the proxies will be voted for the election of
such other person as the Board of Directors may recommend.
Under the Company's articles of incorporation and bylaws, the directors are
divided into three classes. The term of office of only one class of directors
expires in each year, and their successors are elected for terms of three
years and until their successors are elected and qualified. Balaji
Krishnamurthy and J. Kenneth Stringer III were elected to the Board of
Directors in 1999 to fill vacancies created by increasing the size of the
Board of Directors from six members to eight members. There is no cumulative
voting for election of directors.
Information as to Nominees and Continuing Directors. The following table
sets forth the names of the Board of Directors' nominees for election as
directors and those directors who will continue to serve after the Annual
Meeting. Also set forth is certain other information with respect to each such
person's age at December 6, 1999, principal occupation or employment during at
least the past five years, the periods during which he or she has served as a
director of Planar and positions currently held with Planar.
<TABLE>
<CAPTION>
Expiration
Expiration of Term
Director of Current for Which
Age Since Term Nominated Position Held with Planar
--- -------- ---------- ---------- --------------------------
<S> <C> <C> <C> <C> <C>
Nominees:
E. Kay Stepp........... 54 1998 2000 2003 Director
James M. Hurd.......... 51 1983 2000 2003 Director
Balaji Krishnamurthy... 46 1999 2000 2003 President, Chief Executive
Officer and Director
J. Kenneth Stringer
III................... 46 1999 2000 2002 Director
Continuing Directors:
Gregory H. Turnbull.... 61 1986 2002 -- Director
Steven E. Wynne........ 47 1996 2002 -- Director
William D. Walker...... 67 1983 2001 -- Chairman of the Board
Heinrich Stenger....... 58 1997 2001 -- Director
</TABLE>
E. Kay Stepp. Ms. Stepp has served as a Director of the Company since
November 1998. Ms. Stepp formed and now operates Executive Solutions, Inc., a
consulting firm, which provides consulting services to senior executives and
Boards of Directors. From 1989 to 1992, Ms. Stepp held the position of
President and Chief Operating Officer of Portland General Electric Company
("PGE"), a Portland, Oregon, utilities company. From 1978 to 1989 Ms. Stepp
held various other positions at PGE including President of the Energy Service
Division, Vice President of Marketing and Operations and Vice President of
Human Resources and Administration. Ms. Stepp is Chairman of the Board of
Directors of Gardenburger, Inc. and serves on the Boards of Directors of
Franklin Covey Co. and StanCorp Financial Group. Ms. Stepp also serves on the
Boards of Directors of several private companies, including Bank of the
Northwest and Working Assets. She is a former director of the Federal Reserve
Bank of San Francisco.
James M. Hurd. Mr. Hurd, co-founder of the Company, has served as a Director
of the Company since inception. Mr. Hurd served as President of the Company
from inception to September 1999 and served as Chief Executive Officer from
December 1988 to May 1999. Mr. Hurd began a leave of absence from the Company
in early May 1999 to undergo treatment for leukemia. In connection with the
proposed treatment, Mr. Hurd underwent open-heart surgery in late May 1999 and
suffered a stroke during the procedure. In November 1999, Mr. Hurd received a
bone marrow transplant. Mr. Hurd is now recovering from the bone marrow
transplant and
2
<PAGE>
the remaining physical effects of the stroke. The Board presently expects that
Mr. Hurd will return to active service on the Board during 2000. Prior to co-
founding Planar, Mr. Hurd held a wide variety of positions at Tektronix as a
scientist and manager. Mr. Hurd received an undergraduate degree in physics
from Lewis & Clark College.
Balaji Krishnamurthy. Mr. Krishnamurthy has served as President, Chief
Executive Officer and a Director of the Company since September 1999. Prior to
joining Planar, he served as Vice President and General Manager for various
business units of Tektronix, Inc. where his 15 year tenure from August, 1984
to September, 1999 included assignments in engineering, marketing and general
management. Mr. Krishnamurthy was with General Electric Co. from June 1981 to
June 1984. Mr. Krishnamurthy received his BS and MS in mathematics from Birla
Institute of Technology and Science, India and an MS and Ph.D. in computer
science from the University of Massachusetts.
J. Kenneth Stringer III. Mr. Stringer has served as a Director of the
Company since September 1999. Mr. Stringer has served as President of FLIR
Systems, Inc. since April 1995 and as Chief Executive Officer of that company
since December 1998. Mr. Stringer joined FLIR in 1984 as Vice President of
Finance and Chief Financial Officer and was appointed Executive Vice President
in 1990. Prior to joining FLIR, Mr. Stringer spent six years with Evans
Products Company as Director of Financial Reporting. Mr. Stringer started his
career with Touche Ross and Company (which subsequently became Deloitte &
Touche LLP). Mr. Stringer received his B.S. degree from the University of
Oregon. Mr. Stringer also serves on the Board of Directors of FLIR Systems,
Inc.
Gregory H. Turnbull. Mr. Turnbull has served as a Director of the Company
since 1986. He is currently a business consultant and investor. Previously, he
was a general partner of Cable & Howse Ventures, a venture capital firm which
he first joined in 1983 and of which he is currently a special limited
partner. Prior to his work as a venture capitalist, Mr. Turnbull was an
investment banker for fifteen years with Morgan Stanley & Co. and White, Weld
& Co. Mr. Turnbull also serves on the Board of Directors of Advanced Polymer
Systems, Inc. Mr. Turnbull received a BS in chemical engineering from Oregon
State University and an MBA from Stanford University.
Steven E. Wynne. Mr. Wynne has served as a Director of the Company since
1996. He has served as President and Chief Executive Officer of adidas America
since 1995. Prior to that time, he was a partner in the law firm of Ater Wynne
LLP. Mr. Wynne received an undergraduate degree from Willamette University and
a J.D. from Willamette University. Mr. Wynne also serves on the Board of
Directors of Protocol Systems, Inc. and the Board of Directors of FLIR
Systems, Inc.
William D. Walker. Mr. Walker has served as a Director of the Company since
inception and has served as Chairman of the Board since December 1988. Mr.
Walker served as the Company's Chief Executive Officer from May 1999 to
September 1999. Mr. Walker served as President and Chief Operating Officer of
Tektronix, Inc. from April 1990 until November 1990. Mr. Walker was Chairman
of the Board and Chief Executive Officer of Electro Scientific Industries,
Inc. from 1984 to 1987. Mr. Walker was Executive Vice President of Tektronix
from 1979 to 1984. Mr. Walker also serves as Vice-Chairman of the Board of
Directors of Tektronix. Mr. Walker received an electrical engineering degree
from the University of Missouri.
Heinrich Stenger. Mr. Stenger has served as a Director of the Company since
October 1997. Mr. Stenger is Managing Director of EPP, Electronic Production
Partners GmbH located in Munich, Germany. Mr. Stenger served as Vice President
of European Operations for Electro Scientific Industries from 1977 to 1988.
Mr. Stenger received his engineering degree from the Engineering University
Munich, Germany.
Board of Directors Committees and Nominations by Shareholders. The Board's
Committee on Directors acted as a nominating committee for selecting nominees
for election as directors at the Annual Meeting. The Company's bylaws also
permit shareholders to make nominations for the election of directors, if such
nominations are made pursuant to timely notice in writing to the Company's
Secretary. To be timely, notice must be delivered to, or mailed to and
received at, the principal executive offices of the Company not less than 60
days nor more than 90 days prior to the date of the meeting, provided that at
least 60 days' notice or prior public
3
<PAGE>
disclosure of the date of the meeting is given or made to shareholders. If
less than 60 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholder to be
timely must be received by the Company not later than the close of business on
the tenth day following the date on which such notice of the date of the
meeting was mailed or such public disclosure was made. A shareholder's notice
of nomination must also set forth certain information specified in Article
III, Section 3.16 of the Company's bylaws concerning each person the
shareholder proposes to nominate for election and the nominating shareholder.
The Board of Directors has appointed a standing Audit Committee which,
during the fiscal year ended September 24, 1999, conducted two meetings. The
members of the Audit Committee currently are Messrs. Wynne and Stenger. The
Audit Committee reviews the scope of the independent annual audit, the
independent public accountants' letter to the Board of Directors concerning
the effectiveness of the Company's internal financial and accounting controls
and the Board of Directors' response to that letter, if deemed necessary, and
such other matters referred to the Committee. The Board of Directors also has
appointed a Compensation Committee which reviews executive compensation and
establishes executive compensation levels and also administers the Company's
stock option plans. During the fiscal year ended September 24, 1999, the
Compensation Committee held four meetings. The members of the Compensation
Committee currently are Mr. Turnbull and Ms. Stepp. The Board of Directors has
also appointed a Committee on Directors, which is responsible for performing
the Board's annual self evaluation, locating potential candidates to fill
Board vacancies and selecting the nominees to stand for election at each
annual meeting of shareholders. The members of the Committee on Directors
currently are Ms. Stepp and Mr. Walker.
During fiscal year 1999 the Company's Board of Directors held five meetings.
Each director attended at least 75 percent of the aggregate of the total
number of meetings held by the Board of Directors and the total number of
meetings held by all committees of the Board on which he served during the
period that he served, except Mr. Hurd who attended 60 percent of such
meetings.
See "Management -- Executive Compensation" for certain information regarding
compensation of directors.
The Board of Directors unanimously recommends that shareholders vote FOR the
election of its nominees for director. If a quorum is present, the Company's
bylaws provide that directors are elected by a plurality of the votes cast by
the shares entitled to vote. Abstentions and broker non-votes are counted for
purposes of determining whether a quorum exists at the Annual Meeting, but are
not counted and have no effect on the determination of whether a plurality
exists with respect to a given nominee.
4
<PAGE>
MANAGEMENT
Executive Officers
The following table sets forth certain information with respect to the
executive officers of the Company.
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
Balaji Krishnamurthy........ 46 President, Chief Executive Officer and Director
Christopher N. King......... 54 Executive Vice President, Chief Technical
Officer and Secretary
Douglas K. Barnes........... 42 Vice President
E. L. Herman................ 55 Vice President
Carolyn McKnight............ 51 Vice President
Richard Prins............... 54 Vice President
Jack Raiton................. 55 Vice President, Chief Financial Officer
and Assistant Secretary
</TABLE>
Information concerning the principal occupation of Mr. Krishnamurthy is set
forth under "Election of Directors." Information concerning the principal
occupation during at least the last five years of the executive officers of
the Company who are not also directors of the Company is set forth below.
Christopher N. King. Dr. King, co-founder of the Company, has served as
Executive Vice President and Secretary of the Company since 1983 and Chief
Technical Officer since 1990. Dr. King served as a Director of the Company
from 1983 to 1990. Prior to co-founding Planar, Dr. King started the
electroluminescent development program at Tektronix in 1976. Dr. King received
a BS in physics from the University of California, Davis and a Ph.D. in
applied physics from Stanford University.
Douglas K. Barnes. Mr. Barnes has served as Vice President of Global
Manufacturing since July 1998. Mr. Barnes was elected Vice President of the
Company in November 1997 and served as general manager of the Company's
electroluminescent (EL) display operations in North America from August 1997.
Since 1986, Mr. Barnes has held various positions with the Company including
Director of Engineering, Quality and Manufacturing. Mr. Barnes received a B.S.
in Industrial Engineering from Stanford University.
E.L. Herman. Mr. Herman has served as Vice President of the Company and
general manager of Planar Advance, Inc., a wholly-owned subsidiary of the
Company, since August 1994, when Planar Advance acquired the avionics display
business of Tektronix, Inc. Prior to joining the Company, Mr. Herman served as
General Manager of the avionics display business of Tektronix, Inc. since
1992, and served as President of Tektronix Federal Systems, Inc. since 1987.
Mr. Herman received a B.A. in Mathematics from Kent State University, an
M.B.A. from the University of Oregon and a Ph.D. in Strategic Management from
Portland State University.
Carolyn McKnight. Ms. McKnight has served as a Vice President of the Company
since March 1998. Prior to joining Planar she was an independent
organizational development consultant from 1994 to 1998, and previously
International Human Resources Director for Tektronix, Inc. Ms. McKnight
received her bachelor's degree from Tennessee Temple University and is
currently enrolled as a master's/doctoral candidate at Pacifica Graduate
Institute.
Richard Prins. Mr. Prins has served as general manager of the Planar Display
Solutions business unit since February of 1998 and as a Vice President of the
Company since June of 1998. Prior to joining the Company, he was chief
executive officer of MicroPure, a company that produces ultra cleaning
technology for the semiconductor industry, from March 1997 to February 1998.
From March 1992 to March 1997, Mr. Prins served as President of Synektron,
Inc., a brushless DC motor and motion control company. Mr. Prins received a
bachelor's degree from Reed College and a master's degree in industrial
administration from Carnegie Mellon University.
Jack Raiton. Mr. Raiton has served as Vice President and Chief Financial
Officer of the Company since April 1996. Mr. Raiton served as Chief Financial
Officer of Smith's Home Furnishing from January 1995 to November 1995. Prior
to this, Mr. Raiton served in various positions with Tektronix in the finance
area leaving as Corporate Controller. Mr. Raiton received a B.S. in
Mathematics from Oregon State University and an M.B.A. from the University of
Washington.
5
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table provides certain summary information concerning
compensation of each person who served as the Company's Chief Executive
Officer during the fiscal year ended September 24, 1999 and each of the four
other most highly compensated executive officers of the Company (the "named
executive officers") for the fiscal years ended September 24, 1999, September
25, 1998 and September 26, 1997.
<TABLE>
<CAPTION>
Long-Term
Compensation
---------------------
Securities
Annual Compensation Underlying
---------------------- Restricted Stock
Name and Principal Stock Options All Other
Position Year Salary Bonus Awards(1) Granted Compensation(2)
- ------------------ ---- -------- -------- ---------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
William D. Walker(3).... 1999 $115,689 $ 289 -- 27,000 --
Chief Executive Officer
James M. Hurd(4)........ 1999 270,052 613 $60,000 -- $ 9,546
President and Chief 1998 250,577 100,825 115,000 15,000 6,037
Executive Officer 1997 216,251 70,046 50,000 5,846
Christopher N. King..... 1999 186,769 672 156,800 10,000 9,546
Executive Vice 1998 140,423 37,744 -- 25,000 5,837
President and Chief 1997 127,226 22,287 -- 24,000 6,040
Technical Officer
Jack Raiton............. 1999 164,845 613 122,400 10,000 10,000
Vice President and 1998 139,423 34,223 115,000 10,000 4,659
Chief Financial 1997 126,262 25,471 -- 23,000 6,225
Officer
E.L. Herman............. 1999 161,824 35,235 160,000 -- 5,401
Vice President 1998 139,872 21,427 -- 25,000 5,897
1997 130,451 13,500 -- 23,000 5,733
Douglas K. Barnes(5).... 1999 139,111 507 16,800 10,000 10,000
Vice President 1998 125,000 24,933 287,500 -- 7,350
</TABLE>
- --------
(1) The amounts set forth under Restricted Stock Award represent the dollar
value of shares of restricted stock granted during the applicable fiscal
year calculated based upon the closing price of the Common Stock on the
date of grant. Restricted Stock Awards for 1999 include the following
awards: Mr. King--15,000 shares; Mr. Raiton--12,000 shares; and Mr.
Herman--15,000 shares. Each such award is scheduled to vest on May 24,
2001, subject to accelerated vesting as described below under "Change of
Control Arrangements." Restricted Stock Awards for 1999 also include the
following awards: Mr. Hurd--7,500 shares; Mr. King--4,600 shares; Mr.
Raiton--3,300 shares; Mr. Herman--5,000 shares; and Mr. Barnes--2,100
shares. Each such award is scheduled to vest with respect to 25 percent of
the award at each of May 24, 2000, May 24, 2001, May 24, 2002 and May 24,
2003. Restricted Stock Awards for 1998 include the following awards: Mr.
Hurd--10,000 shares; Mr. Raiton--10,000 shares; and Mr. Barnes--25,000
shares. The awards to Messrs. Hurd and Raiton were scheduled to vest in
fiscal year 2001 based upon achievement of specified performance goals
and, to the extent not then vested, to vest on the tenth anniversary of
the award. The award to Mr. Barnes is scheduled to vest in part in each of
fiscal 2001, 2002 and 2003 based upon specified criteria and, to the
extent not then vested, to vest on the tenth anniversary of the award.
(2) The amounts set forth under All Other Compensation represent matching
amounts contributed on behalf of the named executive officers to the
Company sponsored 401(k) employee savings plan covering all the Company's
employees.
(3) Mr. Walker served as Chief Executive Officer from May 13, 1999 to
September 27, 1999.
(4) Mr. Hurd served as Chief Executive Officer until May 13, 1999 and served
as President until September 27, 1999.
(5) Mr. Barnes became an executive offer of the Company during fiscal year
1998.
6
<PAGE>
Stock Options
The following table sets forth information concerning options granted to the
named executive officers during the fiscal year ended September 24, 1999.
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise for Option Term(3)
Options Employees in Price Per Expiration ---------------------
Name Granted(1) Fiscal 1999 Share(2) Date 5% 10%
- ---- ---------- ------------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William D. Walker....... 7,000 1% $9.50 2/4/09 $ 24,718 $ 78,750
20,000 2% 8.00 5/10/09 100,623 254,999
James M. Hurd........... -- -- -- -- -- --
Christopher N. King..... 10,000 1% 7.69 4/21/09 48,349 122,527
Jack Raiton............. -- -- -- -- -- --
E.L. Herman............. -- -- -- -- -- --
Douglas K. Barnes....... 12,000 1% 8.00 5/21/09 60,374 152,999
</TABLE>
- --------
(1) Options granted in fiscal 1999 generally become exercisable starting 12
months after the grant date, with one quarter of the options exercisable
at that time and with an additional 6.25% of such options becoming
exercisable each quarter thereafter. The options granted to Mr. Walker
were fully vested on the date of grant.
(2) Options were granted at an exercise price equal to the fair market value
of the Company's Common Stock, as determined by reference to the closing
price reported on the Nasdaq National Market System on the last trading
day prior to the date of the grant.
(3) The potential realizable value is calculated based upon the term of the
option at its time of grant (10 years) and is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated price. The 5% and 10% assumed rates of appreciation are
derived from the rules of the Securities and Exchange Commission and do
not represent the Company's estimates or projection of the future Common
Stock price. There can be no assurance that the Common Stock will
appreciate at any particular rate or at all in future years.
Option Exercises and Holdings
The following table provides information, with respect to the named
executive officers, concerning unexercised stock options held as of September
24 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at FY-End at FY-End(1)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
William D. Walker........... 66,000 -- $38,750 --
James M. Hurd............... 225,700 -- 138,357 --
Christopher N. King......... 52,262 39,538 2,712 --
Jack Raiton................. 37,749 25,251 -- --
E.L. Herman................. 68,749 37,349 -- --
Douglas K. Barnes........... 20,001 29,974 17,341 --
</TABLE>
- --------
(1) Amounts reflected are based upon the market value of the underlying
securities at fiscal year end minus the exercise price.
7
<PAGE>
Employment Agreement
On April 30, 1999, the Company entered into an Employment Agreement with
James M. Hurd (the "Agreement"). The Agreement provides for an annual base
salary of $277,000, plus bonus compensation as determined by the Compensation
Committee for the fiscal year ending September 24, 1999 and an annual base
salary of $325,000 plus bonus compensation of $81,250 in lieu of participation
in the incentive compensation program administered by the Compensation
Committee for the period September 25, 1999 through January 1, 2001. The
Agreement provides for a term ending January 2, 2001, unless terminated
earlier by the Company or Mr. Hurd or as a result of Mr. Hurd's death or
disability. In the event that the Agreement is terminated by the Company
without Cause (as defined in the Agreement) or as a result of Mr. Hurd's death
or disability, the Company is required to pay Mr. Hurd or his estate, deferred
compensation payments in an amount equal to the compensation that would have
been paid to Mr. Hurd under the Agreement if it had not been terminated. The
Agreement also provides that, in the event of termination of the Agreement by
the Company without Cause or termination of the Agreement as a result of Mr.
Hurd's disability, the Company will pay the premiums for coverage of Mr. Hurd
under the Company's group health insurance plan or, if Mr. Hurd is not
eligible for coverage under the Company's group health plan, comparable health
insurance coverage until Mr. Hurd reaches age 65. The Company is also required
to pay Mr. Hurd the amounts required to compensate him for any income tax
liability resulting from the health insurance coverage provided by the
Company. The Agreement also provides that if the Company terminates the
Agreement without Cause or the Agreement is terminated as a result of Mr.
Hurd's death or disability, all outstanding stock options and stock grants
held by Mr. Hurd at the date of termination become fully vested effective as
of the termination date. The Agreement was terminated on July 9, 1999 as a
result of Mr. Hurd's disability, and Mr. Hurd is receiving the benefits
required under the Agreement as a result of such termination.
Change of Control Arrangements
The Company has entered into Stock Option Agreements and Restricted Stock
Award Agreements with certain of the named executive officers that provide for
accelerated vesting of the stock options and restricted stock that are subject
to such agreements in the event that the executive officer terminates his
employment with the Company for "good reason" following a "change of control"
of the Company. For purposes of these agreements, "good reason" includes (i) a
change in the executive officer's responsibilities, titles or offices that has
the effect of diminishing such executive officer's responsibility or
authority, (ii) a reduction in the executive officer's salary or the failure
to pay compensation otherwise due to the executive officer, (iii) a
requirement that the executive officer be based anywhere other than within 25
miles of his job location before the change of control, (iv) the Company's
failure to maintain or continue any material compensation or employee benefit
plan, program or arrangement in effect before the change of control, (v) a
material breach of the agreement by the Company that is not remedied within 60
days after notice of such breach. For purposes of these Agreements, a "change
of control" includes (i) shareholder approval of any merger or consolidation
transaction that results in the shareholders of the Company immediately before
such transaction owning less than 50 percent of the total combined voting
power of the surviving corporation in the transaction, (ii) the acquisition by
any person of 25 percent or more of the Company's total combined voting power,
(iii) shareholder approval of the liquidation of the Company or the sale of
substantially all of the Company's assets.
Director Compensation
Nonemployee directors of the Company receive a $15,000 annual retainer plus
$1,000 for attendance at each board meeting and $500 for attendance at each
committee meeting that is not in conjunction with a board meeting. Under
certain circumstances, the nonemployee directors of the company are reimbursed
for out-of-pocket and travel expenses incurred in attending Board meetings.
Nonemployee members of the Board of Directors participate in the Company's
1993 Stock Option Plan for Nonemployee Directors (the "1993 Nonemployee
Director Plan"), which was adopted to promote the interests of the Company and
its shareholders by strengthening the Company's ability to attract and retain
experienced and knowledgeable nonemployee directors and to encourage them to
acquire an increased proprietary interest in the Company. Under the 1993
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Nonemployee Director Plan, a 10,000 share stock option is granted to each new
nonemployee director at the time such person is first elected or appointed to
the Board. In addition, each nonemployee director receives a stock option
annually after each annual meeting of shareholders. The size of each
director's annual option grant is based on his or her level of service on the
Board of Directors. Each nonemployee director receives an option to purchase
5,000 shares of Common Stock. An additional 2,000 share stock option is
granted to the nonemployee director who is then serving as the Chairman of the
Board of Directors. An additional 1,000 share stock option is granted to each
nonemployee director who is then serving as chairman of a committee of the
Board of Directors.
COMPENSATION REPORT OF THE COMPENSATION COMMITTEE
Compensation Committee Report
Under rules established by the Securities and Exchange Commission (the
"SEC"), the Company is required to provide certain data and information in
regard to the compensation and benefits provided to the Company's Chief
Executive Officer and the four other most highly compensated executive
officers. In fulfillment of this requirement, the Compensation Committee has
prepared the following report for inclusion in this Proxy Statement.
Executive Compensation Philosophy
The Compensation Committee of the Board of Directors is composed entirely of
outside directors. The Compensation Committee is responsible for setting and
administering the policies and programs that govern both annual compensation
and stock ownership programs for the executive officers of the Company.
The Company's executive compensation policy is based on principles designed
to ensure that an appropriate relationship exists between executive pay and
corporate performance, while at the same time motivating and retaining
executive officers. Section 162(m) of the Internal Revenue Code imposes a
limitation on the deductibility of nonperformance-based compensation in excess
of $1 million paid to named executive officers. The Compensation Committee
believes that the Company should be able to continue to manage its executive
compensation program for named executive officers so as to preserve the
related federal income tax deductions.
Executive Compensation Components
The key components of the Company's compensation program are base salary,
quarterly and annual incentive awards and equity participation. These
components are administered with the goals of providing total compensation
that is competitive in the marketplace, rewarding successful financial
performance and aligning executive officers' interests with those of
stockholders. The Compensation Committee reviews each component of executive
compensation on an annual basis and determines base salary and non-equity
incentives for executive officers. The Committee also approves all stock and
stock option grants.
Base Salary. Base salaries for executive officers are set at levels believed
by the Compensation Committee to be sufficient to attract and retain qualified
executive officers. Changes in base salaries of executive officers are based
on an evaluation of each executive's performance, as well as the performance
of the Company as a whole. In establishing base salaries, the Compensation
Committee not only considers the financial performance of the Company, but
also the success of the executive officers in developing and executing the
Company's strategic plans, developing management employees and exercising
leadership. The Compensation Committee believes that executive officer base
salaries for 1999 were reasonable as compared to amounts paid by companies of
similar size.
Performance Incentive. The Compensation Committee believes that a
significant proportion of total cash compensation for executive officers
should be subject to attainment of specific Company financial performance
criteria, including earnings and return on investment measures. This approach
creates a direct incentive for
9
<PAGE>
executive officers to achieve desired performance goals and places a
significant percentage of each executive officer's compensation at risk.
Consequently, each year the Compensation Committee establishes potential
bonuses for executive officers based on the Company's achievement of certain
financial performance criteria. For fiscal 1999 annual bonuses equal to 0
percent to 22 percent of base salaries were paid to the named executive
officers based on the Company's achievement of such predetermined financial
performance criteria.
Stock Grants and Options. The Compensation Committee believes that equity
participation is a key component of its executive compensation program. Stock
grants and options are awarded to executive officers primarily based on the
officer's actual and potential contribution to the Company's growth and
profitability and competitive marketplace practices. These awards are designed
to retain executive officers and motivate them to enhance stockholder value by
aligning the financial interests of executive officers with those of
stockholders. Stock grants and options also provide an effective incentive for
management to create shareholder value over the long term since the full
benefit of the compensation package cannot be realized unless an appreciation
in the price of the Company's Common Stock occurs over a number of years.
Compensation of Chief Executive Officer
Consistent with the executive compensation policy and components described
above, the Compensation Committee determined the salary, bonus, stock grants
and stock options received by James M. Hurd and William D. Walker, each of
whom served as Chief Executive Officer of the Company for a portion of fiscal
1999. Mr. Hurd received a base salary of $270,052 for 1999. He also earned a
$613 bonus. Mr. Hurd earned the bonus based upon achieving particular
financial performance goals specified in advance by the Compensation
Committee. Mr. Hurd also received a restricted stock award of 7,500 shares of
the Company's Common Stock, scheduled to vest over a four-year period. Mr.
Walker served as Chief Executive Officer from May 13, 1999 to September 27,
1999. Mr. Walker received a salary of $30,000 per month and was granted an
option to purchase 20,000 shares of the Company's Common Stock at the market
price on the last trading day before the date of grant. Mr. Walker also
received an option to purchase 7,000 shares pursuant to the Company's 1993
Nonemployee Director Plan.
COMPENSATION COMMITTEE:
Gregory H. Turnbull, Chairman
E. Kay Stepp
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee during fiscal year 1999 were
Messrs. Turnbull and Walker and Ms. Stepp. Mr. Turnbull served as Chairman of
the Committee for all of fiscal year 1999. Mr. Walker served as a member of
the Committee until May 13, 1999, when he became Chief Executive Officer of
the Company. Ms. Stepp joined the Committee effective May 13, 1999 and served
as a member of the Committee through the end of fiscal year 1999.
10
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the monthly cumulative total returns for the
Company, the Nasdaq Stock Market Index and an index of peer companies selected
by the Company.
[PERFORMANCE GRAPH SUMMARIZED BELOW]
Cumulative Total Return
--------------------------------------------------
9/30/94 9/29/95 9/27/96 9/26/97 9/25/98 9/24/99
PLANAR SYSTEMS, INC. 100 142 72 85 78 45
PEER GROUP 100 89 48 91 47 103
NASDAQ STOCK MARKET (U.S.) 100 138 164 225 235 371
The total cumulative return on investment (change in stock price plus
reinvested dividends) for each of the periods for the Company, the peer groups
and the NASDAQ Stock Market index is based upon the stock price or index on
September 30, 1994.
The above graph compares the performance of the Company with that of the
Nasdaq Stock Market Index and a group of peer companies with the investment
weighted on market capitalization. Companies in the peer group are as follows:
In Focus Systems, Inc., Three Five Systems, Inc. and Kopin Corporation. The
past performance of the Company's Common Stock is not an indication of future
performance. There can be no assurance that the price of the Company's Common
Stock will appreciate at any particular rate or at all in future years.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act") requires the Company's directors and officers, and persons who own more
than 10% of a registered class of the Company's equity securities, to file
initial reports of ownership and reports of changes in ownership with the
Securities and Exchange Commission. Such persons also are required to furnish
the Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such reports received by it with
respect to fiscal 1999, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with for fiscal 1999,
except for Mr. King who filed one report with respect to a stock option grant
late.
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<PAGE>
STOCK OWNED BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the ownership
of the Common Stock as of December 6, 1999 with respect to: (i) each person
known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each of the Company's directors, (iii) each of
the Company's nominees for election as director, (iv) each of the Company's
named executive officers, and (v) all directors and executive officers as a
group.
<TABLE>
<CAPTION>
Shares of Common Stock Percent of Common
Name and Business Address Beneficially Owned(1) Stock Outstanding
- ------------------------- ---------------------- -----------------
<S> <C> <C>
EQSF Advisers, Inc.(2)................ 1,243,100 11.8%
M.J. Whitman Advisers, Inc.
Martin J. Whitman
767 Third Avenue
New York, NY 10017
State of Wisconsin Investment
Board(3)............................. 1,112,600 10.6
P.O. Box 7842
Madison, WI 53707
T. Rowe Price Associates, Inc.(4)..... 1,047,000 9.9
100 E. Pratt Street
Baltimore, MD 21202
Dimensional Fund Advisors, Inc.(5).... 707,900 6.7
1299 Ocean Avenue
Santa Monica, CA 90401
Merrill Lynch & Co., Inc.(6).......... 657,600 6.2
World Financial Center
250 Vesey Street
New York, NY 10381
James M. Hurd......................... 357,704 3.3
Balaji Krishnamurthy.................. 50,000 *
Heinrich Stenger...................... 18,717 *
E. Kay Stepp.......................... 10,334 *
J. Kenneth Stringer III............... -- --
Gregory H. Turnbull................... 49,404 *
William D. Walker..................... 86,000 *
Steven E. Wynne....................... 33,500 *
Douglas K. Barnes..................... 34,755 *
E.L. Herman........................... 74,507 *
Christopher N. King(7)................ 110,512 1.0
Jack Raiton........................... 47,752 *
Executive Officers and Directors as a
group (13 persons)................... 890,392 8.0
</TABLE>
- --------
* less than one percent
(1) Beneficial ownership is determined in accordance with rules of the SEC,
and includes voting power and investment power with respect to shares.
Shares issuable upon the exercise of outstanding stock options that are
currently exercisable or become exercisable within 60 days from December
6, 1999 are considered outstanding for the purpose of calculating the
percentage of Common Stock owned by such person, but not
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<PAGE>
for the purpose of calculating the percentage of Common Stock owned by any
other person. The number of shares that are issuable upon the exercise of
options that are currently exercisable or exercisable within 60 days of
December 6, 1999 is as follows: Mr. Hurd--225,700; Mr. Krishnamurthy--0;
Mr. Stenger--16,667; Ms. Stepp--9,334; Mr. Stringer--0; Mr. Turnbull--
37,000; Mr. Walker--66,000; Mr. Wynne--33,000; Mr. Herman--74,249; Mr.
King--52,262; Mr. Raiton--41,687; Mr. Barnes--30,755; and all directors and
executive officers as a group--603,841. The table does not include shares
subject to options that will be granted to Messrs. Turnbull, Stenger,
Stringer, Walker and Wynne and Ms. Stepp under the 1993 Stock Option Plan
for Nonemployee Directors immediately after the Annual Meeting.
(2) This information as to beneficial ownership is based on a Schedule 13G/A
filed by EQSF Advisers, Inc. ("EQSF"), M.J. Whitman Advisers, Inc. ("MJWA")
and Martin J. Whitman ("Whitman") with the Securities and Exchange
Commission on February 16, 1999. The Schedule 13G/A states that (i) EQSF is
the beneficial owner of 831,300 shares of Common Stock as to which it has
sole voting and dispositive power; (ii) MJWA is the beneficial owner of
411,800 shares of Common Stock as to which it has sole voting and
dispositive power; and (iii) Whitman is the controlling person of EQSF and
MJWA, but disclaims beneficial ownership of the shares of Common Stock
beneficially owned by such entities.
(3) This information as to beneficial ownership is based on a Schedule 13G/A
filed by the State of Wisconsin Investment Board with the Securities and
Exchange Commission on August 9, 1999. The Schedule 13G/A states that the
State of Wisconsin Investment Board is the beneficial owner of 1,112,600
shares of Common Stock as to which it has sole voting and dispositive
power.
(4) This information as to beneficial ownership is based on a Schedule 13G/A
filed by the T. Rowe Price Associates with the Securities and Exchange
Commission on February 11, 1999. The Schedule 13G states that T. Rowe Price
Associates, Inc. is the beneficial owner of 1,047,000 shares of Common
Stock, including 112,400 shares as to which it has sole voting and
1,047,000 shares as to which it has sole dispositive power.
(5) This information as to beneficial ownership is based on a Schedule 13G
filed by Dimensional Fund Advisors, Inc. with the Securities and Exchange
Commission on February 11, 1999. The Schedule 13G state that Dimensional
Fund Advisors, Inc. is the beneficial owner of 707,900 shares of Common
Stock, as to which it has sole voting power and dispositive power.
(6) This information as to beneficial ownership is based on a Schedule 13G/A
filed by Merrill Lynch & Co., Inc. ("Merrill Lynch") (on behalf of Merrill
Lynch Asset Management Group), with the Securities and Exchange Commission
on February 4, 1999. The Schedule 13G states that Merrill Lynch has shared
voting and dispositive power with respect to 657,600 shares of Common
Stock, and that Merrill Lynch disclaims beneficial ownership of such
shares.
(7) Excludes 58,250 shares of Common Stock beneficially owned by Mr. King's
wife, as to which he disclaims beneficial ownership.
13
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG LLP to act as independent auditors
for the Company for the fiscal year ending September 29, 2000, subject to
ratification of such appointment by the Company's shareholders.
Unless otherwise indicated, properly executed proxies will be voted in favor
of ratifying the appointment of KPMG LLP to audit the books and accounts of
the Company for the fiscal year ending September 29, 2000. No determination
has been made as to what action the Board of Directors would take if the
shareholders do not ratify the appointment.
A representative of KPMG LLP is expected to be present at the Annual Meeting
and will be given an opportunity to make a statement if he or she desires to
do so and will be available to respond to appropriate questions.
The Board of Directors unanimously recommends a vote FOR this proposal.
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder proposal intended for inclusion in the proxy statement and
form of proxy relating to the Company's 2001 annual meeting of shareholders
must be received by the Company not later than September 5, 2000, pursuant to
the proxy soliciting regulations of the Securities and Exchange Commission
(the "SEC"). In addition, the Company's bylaws require that notice of
shareholder proposals and nominations for director be delivered to the
Secretary of the Company not less than 60 days nor more than 90 days prior to
the date of an annual meeting, unless notice or public disclosure of the date
of the meeting occurs less than 60 days prior to the date of such meeting, in
which event, shareholders may deliver such notice not later than the 10th day
following the day on which notice of the date of the meeting was mailed or
public disclosure thereof was made. Nothing in this paragraph shall be deemed
to require the Company to include in its proxy statement and form of proxy for
such meeting any shareholder proposal which does not meet the requirements of
the SEC in effect at the time.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not know
of any other matters to be presented for action by the shareholders at the
2000 Annual Meeting. If, however, any other matters not now known are properly
brought before the meeting, the persons named in the accompanying proxy will
vote such proxy in accordance with the determination of a majority of the
Board of Directors.
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
use of the mails, proxies may be solicited personally or by telephone by
directors, officers and employees of the Company, who will not be specially
compensated for such activities. Planar will also request persons, firms and
companies holding shares in their names or in the name of their nominees,
which are beneficially owned by others, to send proxy materials to and obtain
proxies from such beneficial owners. The Company will reimburse such persons
for their reasonable expenses incurred in that connection.
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<PAGE>
ADDITIONAL INFORMATION
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended September 24, 1999 accompanies this Proxy Statement. The Company is
required to file an Annual Report on Form 10-K for its fiscal year ended
September 24, 1999 with the Securities and Exchange Commission. Shareholders
may obtain, free of charge, a copy of the Form 10-K (without exhibits) by
writing to Jack Raiton, Planar Systems, Inc., 1400 N.W. Compton Drive,
Beaverton, Oregon 97006.
By Order of the Board of Directors
/s/ Balaji Krishnamurthy
Balaji Krishnamurthy
President and Chief Executive
Officer
Beaverton, Oregon
January 3, 2000
15
<PAGE>
PLANAR SYSTEMS, INC.
THIS PROXY IS SOLICITED OF BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Planar Systems, Inc., an Oregon corporation
(the "Company"), hereby appoints Balaji Krishnamurthy and William D. Walker, or
either of them, with full power of substitution in each, as proxies to cast all
votes which the undersigned shareholder is entitled to cast at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held a 3:00 p.m. on
Thursday, February 3, 2000 at the Greenwood Inn, 10700 S.W. Allen Boulevard,
Beaverton, Oregon, and any adjournments or postponements thereof upon the
following matters.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES LISTED IN PROPOSAL 1, FOR
PROPOSAL 2 AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF A MAJORITY OF THE BOARD
OF DIRECTORS AS TO OTHER MATTERS. The undersigned hereby acknowledges receipt of
the Company's Proxy Statement and hereby revokes any proxy or proxies previously
given.
(Continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------
.FOLD AND DETACH HERE.
<PAGE>
Please mark
your votes X
as indicated -----
1. Election of three directors for a three-year term and one director for a
two-year term.
FOR the nominees WITHHOLD AUTHORITY
listed below (except to vote for all nominees
as indicated below) listed below
----- -----
James M. Hurd, Balaji Krishnamurthy and E. Kay Stepp each for a three-year
term and J. Kenneth Stringer III for a two-year term.
Instruction: To withhold authority to vote for any nominee write that
nominee's name(s) in this space:
--------------------------------------------
2. Ratification of appointment of KPMG LLP as independent auditors of the
Company for the fiscal year ending September 29, 2000.
FOR AGAINST ABSTAIN
----- ----- -----
3. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments or
postponements thereof.
Please check this box if you plan to attend the Annual Meeting.
-----
PLEASE SIGN, DATE AN RETURN THIS PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
If you receive more than one Proxy Card, please sign and return all such cards
in the accompanying envelope.
Please sign below exactly as your name appears on this Proxy Card. If shares are
registered in more than one name, all such persons should sign. A corporation
should sign in its full corporate name by a duly authorized officer, stating
his/her title. Trustees, guardians, executors and administrators should sign in
their official capacity, giving their full title as such. If a partnership,
please sign in the partnership name by authorized name by authorized person(s).
- ---------------------------------------------------
Typed or Printed name(s)
- ---------------------------------------------------
Authorized Signature
- ---------------------------------------------------
Title or authority, if applicable
- ---------------------------------------------------
Date
- --------------------------------------------------------------------------------
.FOLD AND DETACH HERE.
