SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Chancellor Corporation
(Name of Registrant as Specified in Its Charter)
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:
4) Date Filed:
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CHANCELLOR CORPORATION
210 South Street
Boston, Massachusetts 02111
August [__], 2000
To the Shareholders of Chancellor Corporation:
Chancellor Corporation (the "Company") is pleased to send you the enclosed
notice of a Special Meeting of Shareholders (the "Meeting") to be held at 2:00
p.m. on Friday, September 22, 2000, at the offices of Bingham Dana LLP, 150
Federal Street, Boston, MA 02110.
At the Meeting, shareholders of the Company will vote on a proposal to
amend the Company's Articles of Organization to increase the number of shares of
common stock, $.01 par value per share, which the Company is authorized to issue
from 75,000,000 shares to 90,000,000 shares.
Please review the Company's enclosed Proxy Statement which describes the
proposal. If you have any questions regarding this material, please do not
hesitate to contact Jennifer Marten, Assistant Clerk of the Company, at (617)
368-2700.
Sincerely yours,
Brian M. Adley
Chairman and Chief Executive Officer
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING PLEASE COMPLETE THE ENCLOSED
PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ASSURE
REPRESENTATION OF YOUR SHARES AT THE MEETING.
<PAGE>
CHANCELLOR CORPORATION
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
210 South Street
Boston, Massachusetts 02111
To be held on September 22, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of Chancellor Corporation (the "Company") will be held at the offices
of Bingham Dana LLP, 16th Floor, 150 Federal Street, Boston, MA 02110, at 2:00
pm on Friday, September 22, 2000, for the following purposes:
1. To approve a proposal to amend the Company's Articles of Organization
to increase the number of shares of common stock, $.01 par value per
share which the Company is authorized to issue from 75,000,000 shares
to 90,000,000 shares; and
2. To transact such other business as may properly come before the
Meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on August 18, 2000
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting and only shareholders of record at the close of
business on that date are entitled to notice of, and to vote at, the Meeting.
Shareholders are cordially invited to attend the Meeting in person.
However, to assure your representation at the Meeting, please complete and sign
the enclosed proxy card and return it promptly. If you choose, you may still
vote in person at the Meeting even though you previously submitted a proxy card.
By the order of the Board of Directors,
Jennifer Marten
Assistant Clerk
Chancellor Corporation
Boston, Massachusetts
August [__], 2000
<PAGE>
CHANCELLOR CORPORATION
210 South Street
Boston, Massachusetts 02111
(617) 368-2700
--------------------
PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
to be held September 22, 2000
INTRODUCTION
SPECIAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished to holders of shares of common
stock, $.01 par value per share (the "Common Stock") and Series B Convertible
Preferred Stock, $.01 par value per share (the "Series B Preferred Stock") of
Chancellor Corporation, a Massachusetts corporation (the "Company"), in
connection with the solicitation of proxies by the Board of Directors (the
"Board") of the Company for use at the Special Meeting of Shareholders (the
"Meeting") to be held at the offices of Bingham Dana LLP, 16th floor, 150
Federal Street, Boston, MA 02110, on September 22, 2000 at 2:00 p.m., and at any
adjournments or postponements thereof.
MATTERS TO BE CONSIDERED AT THE MEETING
At the Meeting, shareholders of the Company will be asked to approve a
proposal to amend the Articles of Organization of the Company to increase the
number of shares of Common Stock which the Company is authorized to issue from
75,000,000 shares to 90,000,000 shares. See "PROPOSAL NO. 1--AMENDMENT OF
ARTICLES OF ORGANIZATION." The Board knows of no other business that will come
before the Meeting.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board unanimously recommends that shareholders of the Company approve
the proposal to amend the Articles of Organization of the Company to increase
the number of shares of Common Stock which the Company is authorized to issue
from 75,000,000 shares to 90,000,000 shares. See "PROPOSAL NO. 1--AMENDMENT OF
ARTICLES OF ORGANIZATION--RECOMMENDATION OF THE BOARD OF DIRECTORS."
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BENEFICIAL OWNERSHIP OF SECURITIES AND VOTING RIGHTS
As of the close of business on August 18, 2000, the record date for the
Meeting (the "Record Date"), there were outstanding 58,807,565 shares of Common
Stock and 350,000 shares of Series B Preferred Stock. Holders of the Common
Stock are entitled to one vote for each share of Common Stock held of record at
the close of business on the Record Date. Each share of Series B Preferred Stock
is entitled to that number of votes per share as shall equal the number of
shares of Common Stock into which such share of Series B Preferred Stock is
convertible. Each share of Series B Preferred Stock is convertible into ten (10)
shares of the Common Stock and, thus, holders of the Series B Preferred Stock
are entitled to ten (10) votes for each share of Series B Preferred Stock held
of record at the close of business on the Record Date. For more information
about the Company's outstanding stock, see "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
PROXIES; VOTING
A shareholder may revoke his, her or its proxy at any time prior to its use
by giving written notice to the Secretary of the Company, by executing a revised
proxy at a later date or by attending the Meeting and voting in person. Proxies
in the form enclosed, unless previously revoked, will be voted at the Meeting in
accordance with the specifications made thereon or, in the absence of such
specifications, in favor of the proposal to amend the Articles of Organization
of the Company and, with respect to any other business which may properly come
before the Meeting, in the discretion of the named proxies.
If, in a proxy submitted on a shareholder's behalf by a person acting
solely in a representative capacity, the proxy is marked clearly to indicate
that the shares represented thereby are not being voted with respect to the
proposal to amend the Articles of Organization of the Company, then that proxy
will not be counted as present at the Meeting with respect to that proposal.
Proxies submitted with abstentions with respect to the proposal will be counted
as present for purposes of establishing a quorum for the proposal. The expected
date of the first mailing of this proxy statement and the enclosed proxy is
September [__], 2000.
Shares of the Common Stock or Series B Preferred Stock represented by
executed proxies received by the Company will be counted for purposes of
establishing a quorum at the Meeting, regardless of how or whether such shares
are voted on any specific proposal. With respect to the required vote on any
particular matter, abstentions will be treated as votes cast or shares present
and represented, while votes withheld by nominee recordholders who did not
receive specific instructions from the beneficial owners of such shares will not
be treated as votes cast or as shares present or represented.
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PROXY SOLICITATION
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitation by mail, the officers and regular employees of the
Company may solicit proxies personally or by telephone.
PROPOSAL NO. 1
AMENDMENT OF ARTICLES OF ORGANIZATION
GENERAL
The Company's Articles of Organization currently in effect (the
"Articles"), provide that the Company's authorized capital stock shall consist
of 75,000,000 shares of Common Stock and 20,000,000 shares of preferred stock.
During the past several months, the Company has been working to complete a
private placement of certain shares of its preferred stock, the net proceeds of
which will be used to fund the Company's operations during the next several
months. The Board believes that completion of this private placement is
necessary for the Company to execute its strategic plan. As described below, in
order for the Company to complete this private placement it is necessary for the
Articles to be amended to increase the number of shares of Common Stock the
Company is authorized to issue. On August [__], 2000, the Board approved an
amendment (the "Amendment") to the Articles in order to increase the number of
shares of Common Stock authorized for issuance under the Articles by 15,000,000
shares to a total of 90,000,000 shares.
PRIVATE PLACEMENT
During the past several months, the Company has been working to complete a
private placement of certain shares of its capital stock. Specifically, assuming
that the shareholders of the Company approve the Amendment, the Company will
offer (the "Offer") to sell a minimum of 30 units and a maximum of 60 units
("Units"). Each Unit is being sold at a price of $100,000 per Unit and consists
of 200,000 shares of a new series of preferred stock which has been designated
by the Board pursuant to the Articles as "Series C Convertible Preferred Stock"
(the "Series C Preferred Stock"), and warrants to purchase 50,000 shares of
Common Stock at an exercise price of $1.00 per share. These Warrants are
exercisable at any time until the fifth anniversary date of the completion of
the Offer.
Prior to the closing of the Offer, the Company will file Articles of
Amendment to the Articles which will designate the Series C Preferred Stock. The
material terms of the Series C Preferred Stock are described below.
o CONVERSION--Each share of Series C Preferred Stock will be convertible
at any time at the option of the holder into one share of Common Stock
(subject to appropriate adjustments in the event of subsequent
issuances of Common Stock or Common Stock equivalents, stock splits
and combinations, certain dividends and distributions,
reclassifications, mergers or reorganizations, but excepting certain
issuances).
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o DIVIDENDS--Holders of the Series C Preferred Stock will be entitled to
receive, when, as and if declared by the Board, cumulative
preferential cash dividends at the rate per annum of 8% of the Series
C Preferred Stock liquidation value per annum (which is the original
issue price, plus any accumulated accrued dividends). On the first
quarterly anniversary date of the closing of the Offer, dividends on
the Series C Preferred Stock are to be paid either in cash or in
additional shares of Series C Preferred Stock at the discretion of the
Board.
o LIQUIDATION PREFERENCE--Holders of the Series C Preferred Stock will
have a priority right of payment upon liquidation, dissolution or
winding up of the Company and will be entitled to a liquidation
preference equal to the original issue price, plus any accumulated
accrued dividends (the "Series C Liquidation Value").
o CALLABLE OPTION--The Company has the option, exercisable at any time
following the closing of any secondary offering of Common Stock which
raises gross proceeds of at least $8 million, and provided that the
Common Stock trades at or above $1.50 per share for the 20 consecutive
trading day period prior to the Company's exercise of this option, to
call for the repurchase of all of any holder's Series C Preferred
Stock for an amount equal to the Series C Liquidation Value.
o VOTING--Holders of the Series C Preferred Stock will be entitled to
vote on all matters on an as-converted basis, along with holders of
the Common Stock, voting together as a single class. An affirmative
vote of the holders of a majority of the Series C Preferred Stock will
be required to, among other things, alter the rights and preferences
of the Series C Preferred Stock, create any new series of stock having
dividend rights or a liquidation preference equal to or senior to
those possessed by the holders of the Series C Preferred Stock, effect
a sale of all or substantially all of the Company's assets or a
transaction or series of related transactions which results in the
holders of the Company's capital stock prior to the transaction owning
less than 50% of the voting power of the Company's capital stock after
the transaction or effect a reclassification or recapitalization of
the outstanding capital stock of the Company.
o PREEMPTIVE RIGHTS--Holders of Series C Preferred Stock will have no
preemptive rights.
In addition, in connection with the Offer, the Company will enter into a
registration rights agreement with investors. Under this registration rights
agreement, at any time commencing six months from the final closing of the
Offer, a majority of the holders of the Series C Preferred Stock may give to the
Company a written request for the registration by the Company under the
Securities Act of 1933, as amended, of all or any part of the shares of those
investors. Within ten (10) days after the receipt by the Company of this written
request, the Company will be required to give written notice of the registration
request to all investors. The holders of Series C Preferred Stock will also be
afforded "piggyback" registration rights.
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The Units will be offered to a limited number of investors who meet certain
qualifications pursuant to an exemption from the registration requirements of
the Securities Act of 1933, as amended. All of the Units are proposed to be sold
by the Company during an offering period commencing on August [__], 2000 and
expiring on September [__], 2000, unless extended by the Company until October
[__], 2000.
The Company will be assisted in the Offer by Sands Brothers & Co., Ltd.
("Sands Brothers"), who has agreed to act as a selected dealer in connection
with the Offer. The Company is offering the Units on a "reasonable efforts,
all-or-none" basis with respect to the first 30 Units (the "Minimum Amount") and
on a "reasonable efforts" basis with respect to the remaining 30 Units (together
with the Minimum Amount, the "Maximum Amount"). This means that the Company and
Sands Brothers will use their reasonable efforts to sell the Units and that the
Offer will be completed only if not less than the Minimum Amount is sold prior
to September [__], 2000. If the Minimum Amount is sold by that date, additional
closings may be held for the purchase and sale of Units up to the Maximum Amount
until October [__], 2000. In addition, in connection with the Offer, the Company
has agreed to issue to Sands Brothers warrants to purchase up to 1,980,000
shares of Common Stock.
The Units will be offered for cash. If the Minimum Amount is sold, the
Company will receive approximately $2,790,000 in net proceeds from the Offer,
and if the Maximum Amount is sold, the Company will receive approximately
$5,580,000 in net proceeds from the Offer. If the Minimum Amount is sold, the
net proceeds received by the Company will be used to fund sales and marketing
activities ($1,000,000), business expansion ($1,000,000) and working capital and
general corporate purposes ($790,000). If the Maximum Amount is sold, the net
proceeds received by the Company will be used to fund sales and marketing
activities ($1,000,000), business expansion ($3,580,000) and working capital and
general corporate purposes ($1,000,000). The receipt of the net proceeds by the
Company in the Offer is necessary for the Company to fund its operations during
the next twelve months. Therefore, the Board believes that completion of the
Offer is in the best interest of the Company.
CURRENT USE OF SHARES
As of the Record Date, the Company had 58,802,565 shares of Common Stock
outstanding and approximately 4,972,147 shares of Common Stock reserved for
issuance under the Company's employee stock plans and pursuant to certain stock
warrants outstanding. In addition, as of the Record Date, the Company had
350,000 shares of Series B Preferred Stock outstanding, each share of which is
convertible into shares of Common Stock on a ten-for-one basis. Therefore, the
Company's total share requirement prior to the Offer is 67,274,712 shares (the
"Share Requirement"). In the event shareholder approval of the Amendment is
obtained, following the Offer, assuming that the Maximum Amount is sold, the
Share Requirement would increase to 84,254,712 shares, and, accordingly, the
Company would have a total of 90,000,000 authorized and 5,745,288 unissued
shares of Common Stock remaining available pursuant to the Articles.
<PAGE>
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PURPOSE OF THE PROPOSED AMENDMENT
As stated above, the Board believes that it is in the Company's best
interest to complete the Offer. Without an increase in the authorized shares of
Common Stock, the Company would not have sufficient authorized shares of Common
Stock to complete the Offer. The proposed Amendment will provide the Company
with a sufficient number of authorized but unissued shares of Common Stock to
effect the Offer and accomplish other proper corporate purposes that may be
authorized in the future. Such future activities may include, without
limitation, raising capital or acquiring technology rights through the sale of
stock, attracting or retaining valuable employees by the issuance of stock
options, and making acquisitions through the issuance of Common Stock. Other
than in connection with the Offer, the Board has no immediate plans,
understandings, agreements, or commitments to issue additional shares of Common
Stock for any purpose. The Board believes that the proposed increase in the
authorized Common Stock will make a sufficient number of shares available,
taking into account the Offer, should the Company decide to use its shares for
one or more of such previously mentioned purposes or otherwise. The Company
reserves the right to seek a further increase in authorized shares from time to
time in the future as considered appropriate by the Board.
Under the Massachusetts Business Corporation Law, the Board generally may
issue authorized but unissued shares of its capital stock without further
shareholder approval. The Board does not currently intend to seek shareholder
approval prior to any future issuance of additional shares of capital stock
unless shareholder action is required in a specific case by applicable law, the
rules of any exchange or market on which the Company's securities may then be
listed, or the Articles or By-Laws of the Company then in effect. Completion of
the Offer and issuance of the Units in connection therewith, for example, does
not require the approval of the Company's shareholders. Frequently,
opportunities arise that require prompt action, and the Company believes that
delay necessitated for shareholder approval of a specific issuance could be to
the detriment of the Company and its shareholders.
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POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT
The additional shares of Common Stock authorized for issuance pursuant to
this proposal will have the rights and privileges which the presently
outstanding shares of Common Stock possess under the Articles. The increase in
authorized shares will not affect the terms or rights of holders of existing
shares of Common Stock. The rights of the holders of Common Stock, however, are
subordinate to the rights of the holders of the preferred stock in certain
instances. All outstanding shares of Common Stock would continue to have one
vote per share on all matters to be voted on by the shareholders, including the
election of directors. Holders of the Common Stock are not entitled to any
preemptive rights.
As stated above, if the shareholders approve the proposed Amendment, the
Board may cause the issuance of additional shares of Common Stock without
further vote of the shareholders except as provided under Massachusetts
corporate law or under the rules of any national securities exchange on which
shares of Common Stock are then listed. Under the Articles, the Company's
shareholders do not have preemptive rights to subscribe to additional securities
that may be issued by the Company, which means that current shareholders do not
have a prior right to purchase any new issue of capital stock of the Company in
order to maintain their proportionate ownership of the Common Stock. In
addition, if the Board elects to issue additional shares of Common Stock, such
issuance could have a dilutive effect on the earnings per share, voting power
and shareholdings of current shareholders.
In addition to the corporate purposes discussed above, the proposed
Amendment could, under certain circumstances, have an anti-takeover effect,
although this is not the intent of the Board. For example, it may be possible
for the Board to delay or impede a takeover or transfer of control of the
Company by causing such additional authorized shares of Common Stock to be
issued to holders who might side with the Board in opposing a takeover bid that
the Board determines is not in the best interests of the Company and its
shareholders. The Amendment therefore may have the effect of discouraging
unsolicited takeover attempts. By potentially discouraging initiation of any
such unsolicited takeover attempt, the proposed Amendment may limit the
opportunity for the Company's shareholders to dispose of their shares of Common
Stock at the higher price generally available in takeover attempts or that may
be available under a merger proposal. The proposed Amendment may have the effect
of permitting the Company's current management, including the current Board, to
retain its position, and place it in a better position to resist changes that
shareholders may wish to make if they are dissatisfied with the conduct of the
Company's business. However, the Board is not aware of any attempt to take
control of the Company and the Board has not presented this proposal with the
intent that it be utilized as a type of anti-takeover device.
REQUIRED VOTE
Approval of the Amendment requires the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock and Series B Preferred Stock
represented in person or by proxy and entitled to vote at the Meeting and voting
as a single class. Abstentions will have the same effect as a vote against the
proposal and broker non-votes will have no outcome on the vote.
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RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS A VOTE FOR THE APPROVAL OF THE PROPOSAL TO AMEND THE
ARTICLES TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
75,000,000 TO 90,000,000 SHARES.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of the Record Date of (i) each director of the
Company, (ii) the Company's Chief Executive Officer and its other four most
highly compensated executive officers, (iii) all directors and executive
officers as a group and (iv) each person known to the Company to be the
beneficial owner of more than 5% of the issued and outstanding Common Stock. As
of the close of business on the Record Date, there were 58,802,565 shares of
Common Stock and 350,000 shares of Series B Preferred Stock outstanding, each
share of which is convertible into ten (10) shares of Common Stock.
<TABLE>
<CAPTION>
Name and Common Stock Percentage Voting Power (2)
Address of Beneficially of Shares -----------------------------
Beneficial Owner Owned(1) Outstanding Shares Percentage
---------------- ------------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Vestex Capital Corporation (3) 31,068,906 (4)(5)(6) 48.1% 30,868,906 (4) 49.5%
Brian M. Adley (3) 33,968,906 (4)(5)(7) 52.6% 33,768,906 (4)(5) 54.2%
Franklyn E. Churchill (10) 750,000 (8) * - *
M. Rea Brookings (11) 2,070,000 3.2% 2,070,000 3.3%
David F. Herring (11) 2,070,000 3.2% 2,070,000 3.3%
Craig Jackson (12) 167,000 (9) * 27,000 *
Rudolph Peselman (13) 200,000 (7) * - *
Directors, Officers and
Executives as a
Group (6 Persons) 39,225,906 (14) 60.8% 37,935,906 (4) 60.9%
</TABLE>
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* Less than one percent (1.0%)
(1) Beneficial ownership is calculated in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options held by that person that are
currently exercisable or become exercisable within 60 days following the
Record Date are deemed outstanding. However, such shares are not deemed
outstanding for the purpose of computing the percentage ownership of any
other person. Unless otherwise indicated in the footnotes to this table,
the persons and entities named in the table have sole voting and sole
investment power with respect to all shares beneficially owned, subject to
community property laws where applicable.
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(2) Number of votes of which each person is entitled to cast expressed as a
number and as a percentage of all votes which all shareholders are entitled
to cast at the Meeting; assumes no exercise of stock options.
(3) Vestex Capital Corporation's address is 405 Waltham Street, Suite 314,
Lexington, MA 02173.
(4) Includes approximately 3,200,000 shares of Common Stock that have been
reserved under Warrant Agreements for certain key employees.
(5) Includes all shares of Common Stock owned by Vestex Capital Corporation
reported above. Mr. Adley has sole or shared voting power as to all such
shares, but does not necessarily enjoy any economic benefit from these
shares.
(6) Includes options to purchase 200,000 shares of Common Stock acquired from a
former director under the 1994 Director's Stock Option Plan.
(7) Includes 200,000 shares of Common Stock each which Mr. Adley and Mr.
Peselman are entitled to acquire through the exercise of outstanding stock
options.
(8) Includes 750,000 shares of Common Stock which may be acquired by Mr.
Churchill pursuant to the exercise of options to purchase these shares
which are currently exercisable or exercisable within 60 days from the date
of this table. Does not include a total of 1,500,000 shares that Mr.
Churchill is entitled to acquire through the exercise of a stock purchase
warrant by and between Mr. Churchill and Vestex Capital Corporation.
(9) Includes 140,000 shares of Common Stock which may be acquired by Mr.
Jackson pursuant to the exercise of options to purchase these shares which
are currently exercisable or exercisable within 60 days from the date of
this table.
(10) Mr. Churchill maintains a business address at 210 South Street, Boston, MA
02111.
(11) Ms. Brookings and Mr. Herring maintain a business address at 4382 S.
Moreland Avenue, Conley, GA 30288
(12) Mr. Jackson maintains a business address at 700 Division Street, Elizabeth,
NJ 07201.
(13) Mr. Peselman maintains a business address at 255 Washington Street, Suite
150, Newton, MA 02158.
(14) Includes 1,090,000 shares of Common Stock which may be acquired by all
current directors and executive officers as a group pursuant to the
exercise of options to purchase these shares which are currently
exercisable or exercisable within 60 days of this table.
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OTHER BUSINESS
The Board of Directors knows of no other matter to be presented at the
meeting. If any additional matter should properly come before the meeting, it is
the intention of the persons named in the enclosed proxy to vote such proxy in
accordance with their judgment on any such matters.
