<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT X
FILED BY A PARTY OTHER THAN THE REGISTRANT
Check the appropriate box:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only
x Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CALIFORNIA AMPLIFIER, INC.
(Exact name of Registrant as specified in its Charter)
CALIFORNIA AMPLIFIER, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee:
X $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-1.
(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:
X 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>
CALIFORNIA AMPLIFIER, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 19, 1996
------------------------
To the Stockholders of CALIFORNIA AMPLIFIER, INC.:
The Annual Meeting of Stockholders of California Amplifier, Inc. will be held at
the Hyatt Westlake Plaza, 880 S. Westlake Blvd., Westlake Village, California
91361 on Friday, July 19, 1996 at 10:00 a.m. local time, for the purpose of
considering and acting upon the following proposals:
1. To elect four directors to hold office until the next Annual Meeting
of Stockholders.
2. To approve and ratify an amendment to the Certificate of Incorporation
to increase the number of Shares of Common Stock authorized from
15,000,000 to 30,000,000.
3. To approve and ratify an amendment to the California Amplifier, Inc.
1989 Key Employee Stock Option Plan including an increase in the
number of shares of Common Stock issuable from 2,600,000 to 3,400,000.
4. To transact such other business as may properly come before the
meeting and any postponements or adjournments thereof.
The Board of Directors has fixed the close of business on May 24, 1996 as the
record date for the determination of stockholders entitled to notice of and to
vote at the meeting.
By Order of the Board of Directors,
/s/ Michael R. Ferron
Corporate Secretary
Camarillo, California
May 28, 1996
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER YOU
PLAN TO ATTEND THE MEETING, YOU ARE EARNESTLY REQUESTED TO SIGN, DATE AND RETURN
THE ENCLOSED PROXY TO MAKE SURE THAT YOUR SHARES ARE REPRESENTED AT THE MEETING.
STOCKHOLDERS MAY VOTE IN PERSON IF THEY ATTEND THE MEETING EVEN THOUGH THEY HAVE
EXECUTED AND RETURNED A PROXY.
<PAGE>
CALIFORNIA AMPLIFIER, INC.
CORPORATE HEADQUARTERS: PLACE OF MEETING:
460 Calle San Pablo Hyatt Westlake Plaza
Camarillo, CA 93012 880 S. Westlake Blvd.
Westlake Village, CA 91361
Telephone:(805) 987-9000
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
JULY 19, 1996
APPROXIMATE DATE OF MAILING: JUNE 6, 1996
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of California Amplifier, Inc. (the "Company" or "California
Amplifier") of proxies for use at the Annual Meeting of Stockholders of
California Amplifier (the "Annual Meeting") to be held on Friday, July 19, 1996
at 10:00 a.m. local time or at any adjournment or postponement thereof.
VOTING RIGHTS
Stockholders of record of California Amplifier as of the close of business on
May 24, 1996 have the right to receive notice of and to vote at the Annual
Meeting. On May 24, 1996, California Amplifier had 11,564,384 shares of common
stock, par value $0.01 per share ("Common Stock") issued and outstanding, the
only class of voting securities outstanding.
Each stockholder of record as of the record date will be entitled to one vote
for each share of Common Stock held as of the record date. The presence at the
Annual Meeting in person or by proxy of a majority of the shares of Common Stock
outstanding as of the record date will constitute a quorum for transacting
business. Abstentions and broker non-votes are counted for purposes of
determining the presence of a quorum for transaction of business. With regard
to election of directors, votes may be cast in favor or withheld; votes that are
withheld will be excluded entirely from the vote and will have no effect.
Abstentions may be specified on proposals other than the election of directors,
and will be counted as present for purposes of the item on which the abstention
is noted, and therefore counted in the tabulation of the votes cast on a
proposal with the effect of a negative vote. Under applicable Delaware law,
broker non-votes are not counted for purposes of determining the votes cast on a
proposal.
PERSONS MAKING THE SOLICITATION
The Proxy is solicited on behalf of the Board of Directors of the Company. The
only solicitation materials to be sent to stockholders will be this Proxy
Statement and the accompanying Proxy. The Board of Directors does not intend to
use specially engaged employees or paid solicitors. The Board of Directors also
intends to solicit the Proxies held on behalf of stockholders by brokers,
dealers, banks and voting trustees, or their nominees. The Company will pay all
reasonable expenses by such holders for mailing the solicitation material to the
stockholders for whom they hold shares. All solicitation expenses are being
paid by the Company.
<PAGE>
TERMS OF THE PROXY
The enclosed Proxy indicates the matters to be acted upon at the Annual Meeting
and provides a box to be marked to indicate the manner in which the
stockholder's shares are to be voted with respect to such matters. By
appropriately marking the boxes, a stockholder may specify, with respect to the
election of directors, whether the Proxy holder shall vote for or be without
authority to vote on any or all candidates; and with respect to all other
matters, whether the Proxy holder shall vote for or against or be without
authority to vote on.
The Proxy also confers upon the holders thereof discretionary voting authority
with respect to such other business as may properly come before the Annual
Meeting.
Where a stockholder has appropriately directed how the Proxy is to be voted, the
shares will be voted in accordance with the stockholder's direction. In the
absence of instructions, shares represented by valid Proxies will be voted in
favor of all proposals set forth in the Notice of Meeting and this Proxy
Statement. If any other matters are properly presented at the Annual Meeting,
the persons named in the Proxy will vote or refrain from voting in accordance
with their best judgment. A Proxy may be revoked at any time prior to its
exercise by giving written notice of the revocation thereof to the Corporate
Secretary of the Company or by filing a duly executed Proxy bearing a later
date. Stockholders may also vote in person if they attend the Annual Meeting
even though they have executed and returned a Proxy.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the Company's Common Stock as of May 24, 1996 by (1) each person or entity who
is known by the Company to own beneficially more than 5% of the Company's Common
Stock, (ii) each director and nominee for director, (iii) each executive officer
appearing in the Summary Compensation Table appearing elsewhere in this Proxy
Statement and (iv) all directors and executive officers as a group. The Company
knows of no agreements among its stockholders which relate to voting or
investment power over its Common Stock:
<TABLE>
<CAPTION>
Name of Beneficial Owner(1): Shares Beneficially Owned (2): Percent (3):
- ---------------------------- ------------------------------ ------------
<S> <C> <C>
Ira Coron 70,000 *
David R. Nichols 466,658 4.0%
Arthur H. Hausman 29,210 *
William E. McKenna 180,300 1.5%
Michael R. Ferron 117,500 1.0%
Kris Kelkar 21,000 *
All directors and executive officers
as a group (six persons) 884,668 7.5%
George D. Bjurman & Associates (4) 1,106,000 9.5%
Duncan-Hurst Capital Management (4) 851,140 7.3%
<PAGE>
FMR Corp. (Fidelity Investments) (4) 579,100 5.0%
</TABLE>
* Less than 1.0% ownership
(1) The address of each of Messrs. Coron, Nichols, Hausman, McKenna, Ferron and
Kelkar is 460 Calle San Pablo, Camarillo, California 93012.
(2) Includes shares purchasable upon exercise of exercisable stock options as
of May 24, 1996 or within 60 days thereafter, but excludes the shares
purchasable upon exercise of stock options which are not exercisable as of
May 24, 1996 or within 60 days thereafter:
Exercisable Unexercisable
----------- -------------
Ira Coron --- 225,000
David R. Nichols 70,000 70,000
Arthur H Hausman 24,000 ---
William E. McKenna 44,000 ---
Michael R. Ferron 117,500 67,500
Kris Kelkar 15,000 115,000
(3) For the purposes of determining the percentage of outstanding Common Stock
held by the persons set forth in the table, the number of shares is divided
by the sum of the number of outstanding shares of the Company's Common
Stock on May 24, 1996 (11,564,384 shares), plus the number of shares of
Common Stock subject to options exercisable currently or within 60 days of
May 24, 1996 by such persons.
(4) This information is based solely on the Schedules 13G which were filed with
the Securities and Exchange Commission by each of the respective entities
which state that these shares were beneficially owned as of March 31, 1996.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A board of four directors will be elected at the Annual Meeting. It is intended
that each Proxy, unless otherwise specified, will be voted for the election to
the Board of Directors of each of the four nominees set forth below. Directors
shall be elected by a plurality of the votes of shares present in person or
represented by proxy at the meeting. The term of office of each person elected
as director will continue until the next Annual Meeting of Stockholders, or
until his successor has been elected and qualified.
In the event that any of the nominees for directors listed below should become
unavailable for election for any currently unforeseen reason, the persons named
in the accompanying Proxy have the right to use their discretion to vote for
such other person as may be determined by the holders of such proxies. To the
best of the Company's knowledge, all nominees are and will be available to
serve.
The following table sets forth the name and age of each nominee for director,
the year he was first elected as a director and his positions held with the
Company:
Capacities in Director
Name Age Which Served Since
- ---- --- ------------- -----
<PAGE>
Ira Coron 67 Chairman of the Board, 1994
Chief Executive Officer
and Director
David R. Nichols 37 Executive Vice President, 1981
Operations and Director
William E. McKenna 76 Director 1983
Arthur H. Hausman 72 Director 1987
Ira Coron was elected Chairman and Chief Executive Officer in March 1994. From
1989 to 1994 he was an independent management consultant to several companies
and venture capital firms. He retired from TRW, Inc., after serving in numerous
senior management positions from June 1967 to July 1989 among which was Vice
President and General Manager of TRW's Electronic Components Group. He also
serves on the Board of Directors of the Wireless Cable Association and Made 2
Manage Systems, Inc.
David R. Nichols, a co-founder of the Company, has been a director since its
inception in July 1981, President and Chief Operating Officer from July 1986 to
March 1995 and currently Executive Vice President, Operations.
William E. McKenna has been a director of the Company since October 1983. Mr.
McKenna has been general partner of MCK Investment Company (a private investment
company) since December 1977. He is also a director of Calprop Corporation,
Drexler Technology Corporation, Safeguard Health Enterprises, Inc., Williams
Hospitality Group, Inc. and WMS Industries, Inc.
Arthur H. Hausman has been a director of the Company since 1987. Mr. Hausman is
Chairman Emeritus of the Board of Ampex Corporation. He served as Chairman of
the Board of Directors and Chief Executive Officer of Ampex, having been with
Ampex for 27 years until his retirement in 1988. He currently serves as a
director of Drexler Technology Corporation, California Microwave, Inc., and
director emeritus of TCI, Inc. He was appointed by President Reagan to the
President's Export Council, to the Council's Executive Committee and to the
Chairmanship of the Export Administration Subordinate Committee of the Council
for the period 1985 to 1989.
COMMITTEES OF THE BOARD
The Board of Directors has delegated certain of its authority to a Compensation
Committee and an Audit Committee. The Compensation Committee is composed of
Messrs. Hausman and McKenna with Mr. Hausman serving as Chairman. The Audit
Committee is also composed of Messrs. Hausman and McKenna, with Mr. McKenna
serving as Chairman. No member of either committee is a former or current
officer or employee of the Company.
BOARD AND COMMITTEE ATTENDANCE
In fiscal year 1996, the Board of Directors held six meetings. All directors
attended more than 75% of the aggregate of board and committee meetings held
during fiscal year 1996.
In fiscal year 1996, the Compensation Committee held four meetings. The primary
function of the Compensation Committee is to review and make recommendations to
the Board with respect to the compensation, including bonuses, of the Company's
officers and to administer the Company's Key Employee Stock Option Plan.
<PAGE>
In fiscal year 1996, the Audit Committee held four meetings. The function of
the Audit Committee is to review and approve the scope of audit procedures
employed by the Company's independent auditors, to review and approve the audit
reports rendered by both the Company's independent auditors and to approve the
audit fee charged by the independent auditors. The Audit Committee reports to
the Board of Directors with respect to such matters and recommends the selection
of independent auditors.
COMPENSATION OF DIRECTORS
Each non-employee director received a monthly fee of $1,250 for serving on the
Board, plus out-of-pocket expenses. In addition, each non-employee director
receives an automatic grant of 8,000 non-qualified stock options each year under
the terms of the Company's 1989 Stock Option Plan. Directors who are also
executive officers of the Company receive no additional compensation for their
services as director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" ALL FOUR NOMINEES
LISTED ABOVE.
PROPOSAL NO. 2
APPROVAL AND RATIFICATION OF AN AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED
On February 16, 1996, the Board of Directors declared a two-for-one stock split
with respect to the Common Stock which was made in the form of a stock dividend
distributed on March 22, 1996. The authorized shares were not adjusted as of
the stock split since the Company's Certificate of Incorporation requires
stockholder approval to increase the number of authorized shares. At
May 24, 1996 there were 3,000,000 shares of Preferred Stock authorized, none of
which is outstanding and 15,000,000 shares of Common Stock authorized and
11,564,384 shares of Common Stock outstanding. An additional 2,600,000 shares
of Common Stock are presently reserved for issuance upon exercise of outstanding
and exercisable options. THE INCREASE TO 30,000,000 AUTHORIZED SHARES OF COMMON
STOCK WOULD BE A PROPORTIONATE INCREASE TO THE TWO-FOR-ONE STOCK SPLIT.
The following are brief summaries of certain provisions relating to the
Company's capital stock contained in its Certificate of Incorporation and
Bylaws. The issued and outstanding shares of Common Stock are fully paid and
non-assessable. Holders of the Company's Common Stock are entitled to one vote
for each share held of record on all matters submitted to a vote of the
stockholders. Each share of the Company's Common Stock is entitled to equal
dividend rights and to equal rights in the assets of the Company available for
distribution to holders of Common Stock upon liquidation. The Certificate of
Incorporation does not provide for preemptive rights for the holders of its
Common Stock.
No shares of Preferred Stock have been issued. The Company's Board of
Directors, without further action by the Company's stockholders, may issue
Preferred Stock in series and may, at the time of issuance, determine the
rights, preferences and limitations of each series, including voting and
dividend rights, liquidation preferences, conversion privileges, redemption
rates and provision for sinking funds for conversion or redemption, if any.
Satisfaction of any dividend preferences on outstanding Preferred Stock would
reduce the amount of funds available for the payment of dividends on Common
Stock. Also, holders of Preferred Stock would normally be entitled to receive a
<PAGE>
preference payment in the event of any liquidation, dissolution or winding-up of
the Company before any payment is made to the holders of Common Stock. The
issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the
stockholders. The issuance of Preferred Stock with voting and conversion rights
may adversely affect the voting power of the holders of Common Stock, including
the loss of voting control to others.
The Company's Board of Directors deems it advisable to amend the Company's
Certificate of Incorporation in order to increase the authorized Common Stock
from 15,000,000 to 30,000,000 shares. The purpose of the increase is to retain
necessary flexibility for future issuances from time to time of stock for
general corporate purposes, such as stock splits and dividends, offerings to
raise capital, for acquisitions, and issuances under the 1989 Key Employee Stock
Option Plan. The Board has adopted a resolution approving amending the
Certificate of Incorporation to effect such an increase, subject to stockholder
approval. Upon receipt of stockholder approval, all 15,000,000 additional
authorized shares would be issuable at the discretion of the Board without
further stockholder action, unless such approval is required by applicable law.
The Company has no current plans to issue additional shares of Common Stock,
except for issuances from time to time on exercise of options granted under the
1989 Key Employee Stock Option Plan. Issuances of additional shares of Common
Stock by the Company in the future will have a dilutive effect on the voting
power of existing stockholders, and such issuances may, depending on the
particular circumstances of such issuances, result in dilution to the Company's
earnings per share.
If the increase in the number of shares of Common Stock authorized is approved,
Paragraph IV of the Company's Certificate of Incorporation would be amended to
read in its entirety as follows:
"Article IV - The Corporation is authorized to issue two classes of capital
stock, designated Common Stock and Preferred Stock. The amount of total
authorized capital stock of the Corporation is 33,000,000 shares, divided into
30,000,000 shares of Common Stock, par value $0.01 per share, and 3,000,000
shares of Preferred Stock, par value $0.01 per share."
The affirmative vote of a majority of the issued and outstanding shares of the
Company's Common Stock will be required for approval and ratification of the
amendment to the Certificate of Incorporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND
RATIFICATION OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
PROPOSAL NO. 3
APPROVAL AND RATIFICATION OF AN AMENDMENT TO
THE CALIFORNIA AMPLIFIER, INC.
1989 KEY EMPLOYEE STOCK OPTION PLAN
INTRODUCTION
On May 4, 1989, the Board of Directors of the Company approved and adopted the
California Amplifier, Inc. 1989 Key Employee Stock Option Plan (the "1989
Plan"). The 1989 Plan provides for the grant of incentive options and
non-qualified options. At May 24, 1996, options to purchase 172,900 shares of
Common Stock remained available for grant under the 1989 Plan. On May 16, 1996,
the Board of Directors adopted and approved, subject to stockholder approval, an
amendment
<PAGE>
to the 1989 Plan to increase the number of shares of Common Stock that may be
acquired upon the exercise of options under the 1989 Plan from an aggregate of
2,600,000 shares to an aggregate of 3,400,000 shares (the "Share Increase
Amendment"), in either case, subject to adjustments to prevent dilution as
specified in Section 10 of the 1989 Plan. The Board of Directors believes that
the use of stock options is an effective means of providing additional incentive
to employees and others who provide services to the Company and allows the
Company to attract and retain such persons.
In addition, based upon survey data, the Board of Directors believes the
proposed increase in the number of shares issuable under the 1989 Plan are
proportionate with the number of options available and outstanding of other high
technology companies.
If the Share Increase Amendment is approved by the stockholders, Section 3 of
the 1989 Plan will be amended to read in its entirety as follows:
"Section 3. COMMON SHARES SUBJECT TO PLAN
The maximum number of shares of Common Stock that may be acquired upon the
exercise in full of options granted under this Plan, in the aggregate, is three
million, four hundred thousand (3,400,000) subject to adjustment as provided in
Section 10 hereof. Such maximum number does not include the number of shares of
Common Stock subject to the unexercised portion of any option granted under this
Plan that has expired or that has been terminated, which may again become
subject to options under this Plan."
A summary of the principal provisions of the 1989 Plan is set forth below.
ADMINISTRATION OF THE 1989 PLAN
The 1989 Plan is administered by a committee of the Board of Directors
consisting of two or more outside directors (the "Committee"). The Committee has
and may exercise all the powers and authority granted to it under the 1989 Plan.
PERSONS ELIGIBLE UNDER THE 1989 PLAN
Any person employed by the Company on a salaried basis, including any director
who is employed (an "Employee"), is eligible for the grant of incentive options
under the 1989 Plan. Employees, directors and consultants of the Company who are
not employees, are eligible to be considered for the grant of non-qualified
options under the 1989 Plan. As of May 24, 1996 there were 459 employees.
FORMULA GRANT
The 1989 Plan provides for an automatic annual grant (the "Formula Grant") of an
option to purchase 8,000 shares of Common Stock to each non-employee director of
the Company. Pursuant to the 1989 Plan the options shall have an exercise price
equal to the fair market value on the date of grant of the shares of Common
Stock subject thereto and shall become exercisable one year after the date of
grant.
DURATION OF THE 1989 PLAN
Options may not be granted under the 1989 Plan after May 4, 1999.
CERTAIN TERMS OF OPTIONS
<PAGE>
Each incentive option granted under the 1989 Plan shall have an exercise price
that is not less than the greater of (A) 100% of the aggregate fair market value
of the shares of Common Stock subject to each option on the date of the grant of
such option or (B) the aggregate par value of such shares of Common Stock;
provided, however, that each incentive option granted under the 1989 Plan to an
Employee who owns (after application of the family and other attribution rules
of Section 424(d) of the Internal Revenue Code of 1986, as amended (the
"Code")), on the date of grant of such option, more than 10% of the total
combined voting power of all classes of stock of the Company or of its parent or
subsidiary corporations (a "10% Employee") shall have an exercise price that is
not less than the greater of (A) 110% of the aggregate fair market value of such
shares of Common Stock on the date of grant of such option or (B) the aggregate
par value of such shares of Common Stock.
Each non-qualified option granted under the 1989 Plan shall have an exercise
price that is not less than 100% of the aggregate fair market value of the
shares of Common Stock subject to each option on the date of grant of such
option period.
Each option, whether incentive or non-qualified, granted under the 1989 Plan
shall expire on the tenth anniversary of the date of grant of such option;
provided, however, that any incentive option granted under the 1989 Plan to a
10% Employee shall expire on the fifth anniversary of the date of grant of such
option.
The aggregate fair market value of the Common Stock with respect to which
incentive options granted to any person under the 1989 Plan (and all other stock
option plans of the Company) which become exercisable for the first time during
any calendar year shall not exceed $100,000. There is no such limitation under
the 1989 Plan on the number of non-qualified options that may be granted to any
one person, or that may become exercisable, during any calendar year. However,
no Employee is eligible to be granted options for in excess of 250,000 shares of
Common Stock during any one calendar year.
NON-TRANSFERABILITY
Any option granted under the 1989 Plan is non-transferable by the optionee other
than by will or the laws of descent and distribution, and is exercisable during
the optionee's lifetime only by the optionee or the optionee's guardian or legal
representative.
VESTING OF OPTIONS; ACCELERATION OF VESTING
All options granted under the 1989 Plan shall become vested and exercisable in
accordance with the terms of a vesting schedule determined by the Compensation
Committee and included in option agreements entered into between the Company and
the optionee upon each grant of options under the 1989 Plan. Notwithstanding
the vesting schedule, all outstanding options which are not otherwise vested and
exercisable shall become exercisable (i) immediately prior to the consummation
of a Terminating Transaction (as defined below) in accordance with the
provisions of Section 13 of the 1989 Plan, which is summarized in the next
paragraph, or (ii) for specified periods of time upon the termination of
employment of an Employee under certain circumstances in accordance with the
provisions of Section 14 of the 1989 Plan, which is summarized below under the
caption - Termination of Employment; Effect on Options."
Upon (i) the dissolution or liquidation of the Company, (ii) a reorganization,
merger or consolidation of the Company (individually or collectively, a
"Merger") with one or more corporations as a result of which the Company goes
out of existence or becomes a subsidiary of another corporation, or (iii) the
acquisition of all or substantially all of the assets or more than eighty
percent (80%) of the then
<PAGE>
outstanding stock of the Company by another entity, options granted under the
1989 Plan shall terminate unless provision is made in writing in connection with
such transaction for the assumption of such options or the substitution for such
options of a new option covering the stock of a successor corporation, or a
parent or subsidiary thereof or of the Company, with appropriate adjustment as
to the number and kind of shares and prices, in which event such options shall
continue in the manner and under the terms so provided. Each of the transactions
specified in (i), (ii) and (iii) above shall be referred to as a "Terminating
Transaction." Notwithstanding the foregoing, each holder of outstanding options
granted under the 1989 Plan, whether or not such options have become vested at
such time, shall have the right to exercise such options to the full extent not
theretofore exercised at such time immediately prior to the consummation of the
Terminating Transaction as the Committee shall designate, or in lieu thereof, in
the case of a Merger and in the discretion of the Committee, be entitled to
receive upon the consummation of the Merger, for each outstanding option held by
such person and in exchange for the surrender and cancellation thereof, a cash
payment from the Company or its successor equal to the consideration paid per
share of Common Stock in the Merger (or the fair market value thereof) minus the
exercise price of such option multiplied by the number of shares of Common Stock
subject to such option.
TERMINATION OF EMPLOYMENT; EFFECT ON OPTIONS
In the event that an optionee who is an Employee ceases to be an Employee for
any reason other than normal retirement, disability or death, (i) all
outstanding options which have been granted to such person under the 1989 Plan
and which have not yet become vested shall immediately terminate upon
termination of employment, and (ii) all outstanding options which have been
granted to such person under the 1989 Plan and which have become vested shall
terminate three months thereafter (or such earlier periods of time as such
options may expire in accordance with their terms); provided, however, if such
person's employment is terminated "For Cause" (as defined in Section 14 of the
1989 Plan) all options granted under the 1989 Plan to such person, whether or
not they have become vested at such time, shall immediately terminate upon
termination of employment.
In the event that an optionee who is an Employee ceases to be an Employee as a
result of normal retirement or disability, all outstanding options, whether or
not they have become vested at such time, shall be exercisable for a period of
one year from the date of such event by such person or such earlier period of
time as such options may expire in accordance with their terms), and thereafter
terminate.
In the event that an optionee who is an Employee ceases to be an Employee as a
result of death, all outstanding options, whether or not they have become vested
at such time, shall be exercisable by such persons(s) to whom the rights under
such options shall have passed by will or the applicable laws of descent and
distribution, for a period of six months from the date of death (or such earlier
period of time as such options may expire in accordance with their terms), and
thereafter terminate.
AMENDMENT OF THE 1989 PLAN
The Board may alter, amend, suspend or terminate the 1989 Plan, provided that no
such action shall deprive any optionee of any option theretofore granted under
the 1989 Plan without the consent of such optionee thereto, and (ii) Section 12
of the 1989 Plan (relating to option grants to nonemployee directors) may not be
amended more than once every six months other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder.
FEDERAL TAX TREATMENT
<PAGE>
The following is a general discussion of certain federal income tax consequences
of incentive options and non-qualified options granted under the 1989 Plan. No
discussion of tax law other than federal income tax law is discussed, and there
are federal income tax consequences not discussed herein that may apply to
optionees. Optionees should consult their own tax advisors in order to determine
the precise tax consequences to them of options granted under the 1989 Plan.
INCENTIVE OPTIONS: Neither the grant nor the exercise of an incentive option is
generally a taxable event for the optionee. If the optionee sells the shares of
Common Stock received upon the exercise of an option ("Option Shares") that is
an incentive option at any time within (a) one year after the date of transfer
of the Option Shares to the optionee pursuant to the exercise of such incentive
option or (b) two years from the date of grant of such incentive option, then
(1) such optionee will recognize capital gain in an amount equal to the excess,
if any, of the sales price over the fair market value of the Option Shares on
the date of exercise, (2) such optionee will recognize ordinary income in an
amount equal to the excess, if any, of the lesser of the sales price or the fair
market value of the Option Shares on the date of exercise, over the exercise
price of such incentive option, (3) such optionee will recognize capital loss
equal to the excess, if any, of the exercise price of such incentive option over
the sales price of the Option Shares, and (4) the Company will generally be
entitled to a deduction in an amount equal to the amount of ordinary income
recognized by such optionee. If the optionee sells the Option Shares at any time
after the optionee has held the Option Shares for at least (a) one year after
the date of transfer of the Option Shares to the optionee pursuant to the
exercise of the incentive option and (b) two years from the date of grant of the
incentive option, then the optionee will recognize capital gain or loss equal to
the difference between the sales price and the exercise price of such incentive
option, and the Company will not be entitled to any deduction.
The amount by which the fair market value of the shares received upon exercise
of an incentive stock option exceeds the exercise price will be included as a
positive adjustment in the calculation of an optionee's "alternative minimum
taxable income" ("AMTI") in the year of exercise. The "alternative minimum tax"
imposed on individual taxpayers is generally equal to the amount by which 28%
(26% of AMTI below certain amounts) of the individual's AMTI (reduced by certain
exemption amounts) exceeds his or her regular income tax liability for the year.
NON-QUALIFIED OPTIONS: The grant of a non-qualified option is generally not a
taxable event for the optionee. Upon the exercise of a non-qualified option, the
optionee will recognize ordinary income in an amount equal to the excess of the
fair market value of the Option Shares on the date of exercise (unless the
holder is subject to Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as discussed below) over the exercise price of
such option, and the Company will be entitled to a deduction equal to such
excess. A subsequent sale of the Option Shares generally will give rise to
capital gain or loss equal to the difference between the sales price and the sum
of the exercise price paid for such Option Shares plus the ordinary income
recognized with respect to such shares.
If an optionee is a director, officer or stockholder subject to Section 16 of
the Exchange Act (an "Insider") and exercises an option within six months of the
date of grant, the timing of the recognition of any ordinary income should be
deferred until (and the amount of ordinary income should be determined based on
the fair market value (or sales price in the case of a disposition) of the
Common Stock upon) the earlier of the following two dates: (i) six months after
the date of grant, or (ii) a disposition of the shares of Common Stock, unless
the Insider makes a valid election under Section 83(b) of the Code within 30
days after exercise to recognize ordinary income based on the value of the
shares of Common Stock on the date of exercise. In addition, special rules apply
to an Insider who exercises an option having an exercise price greater than the
fair market value of the underlying shares of Common Stock on the date of
exercise.
<PAGE>
Special rules will apply in cases where an optionee pays the exercise price of
the option or applicable withholding tax obligations under the 1989 Plan by
delivering previously owned shares of Common Stock or by reducing the amount of
shares otherwise issuable pursuant to the option. The surrender or withholding
of such shares will in certain circumstances result in the recognition of income
with respect to such shares or a carryover basis in the shares acquired.
As noted above, under the 1989 Plan, outstanding options that are not yet
exercisable will become exercisable upon the occurrence of certain transactions.
In that event, an amount representing the value of the accelerated vesting may
be characterized as an excess parachute payment under the "golden parachute"
provisions of the Code. Pursuant to these provisions, an optionee will be
subject to a 20% excise tax on any "excess parachute payments" and the Company
will be denied any deduction with respect to such payment.
In certain circumstances, the Company may be denied a deduction for compensation
(including compensation attributable to the ordinary income recognized with
respect to options granted under the 1989 Plan) to certain officers of the
Company to the extent that the compensation exceeds $1,000,000 (per person)
annually.
The affirmative vote of a majority of the shares of Common Stock represented and
voting, whether in person or by proxy, at the Annual Meeting will be required
for the approval and ratification of the amendment to the 1989 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL AND
RATIFICATION OF THE AMENDMENT TO THE COMPANY'S 1989 KEY EMPLOYEE STOCK OPTION
PLAN.
REPORT OF THE COMPENSATION COMMITTEE
As members of the Compensation Committee it is our duty to monitor the
performance and compensation of executive officers and other key employees, to
review compensation plans, including bonuses, and to administer the Company's
Key Employee Stock Option Plan. The Company's executive compensation program is
designed to attract, motivate and retain the executive talent needed to enhance
stockholder value in a competitive environment. The fundamental philosophy is
to relate the amount of compensation "at risk" for an executive directly to his
or her contribution to the Company's success in achieving superior performance
objectives and to the overall success of the Company. The Company's executive
and key employee compensation program consists of a base salary component, a
component providing the potential for an annual bonus based on overall Company
performance and a component providing the opportunity to earn stock options that
focus the executives on building stockholder value through meeting longer-term
financial and strategic goals.
In designing and administering its executive compensation program, the Company
attempts to strike an appropriate balance among these various elements, each of
which is discussed in greater detail below. In May 1996, the Company engaged an
independent executive compensation consulting firm to assist the Committee. The
study is underway and will be presented to the Committee in fiscal 1997.
BASE SALARY
Base salary is designed to be consistent with comparable electronic
manufacturing companies. For this purpose, this Committee utilizes the wage and
salary surveys of the American Electronic Association, an industry trade group
of which the Company is a member. The Company generally
<PAGE>
attempts to place its executives' base salaries at the top 50% of companies of
similar size in that survey. Performance reviews, typically performed annually,
salary surveys and the Company's financial performance are determining factors
for an individual's salary increase.
THE EXECUTIVE AND KEY EMPLOYEE BONUS PROGRAM
The Executive and Key Employee Bonus Program is designed to reward Company
executives and key employees for their contributions to corporate objectives.
Each eligible employee's award is expressed as a percentage of the participant's
base salary. The Compensation Committee re-evaluates the operating plan each
fiscal year to ensure bonuses paid and profitability are properly correlated.
For fiscal year 1996, the bonus pool was generated based upon the Company
achieving certain earnings before tax amounts. Individual awards were based
upon a percentage of each employee's base salary ranging from 65% for the Chief
Executive Officer, to 13% for other key employees depending upon their influence
on achieving such performance objectives.
For fiscal year 1997 as in fiscal year 1996, a bonus pool will be generated as
the Company achieves certain profit levels. Bonuses from this pool will then be
paid to individuals based upon the Company achieving certain performance
objectives relating to their financial areas, such as: sales, gross margins,
productivity, expense levels, operating profits and other measurable cost
savings. Target bonuses range from 10% to 50% of employee's base salary.
Actual bonuses will vary depending upon the Company achieving certain income
levels and the employee's contribution to the achievement of their performance
objectives. The employee percentages will also be adjusted upward or downward
as the Company's actual income before tax exceeds or falls short of plan.
The Compensation Committee may recommend to the Board of Directors for approval
the awarding of discretionary bonuses to certain employees even though the
profit objectives established under the bonus plan were not achieved.
STOCK OPTION PLAN
The Company's Stock Option Plan (the "Option Plan") authorizes the granting of
options to purchase shares of the Company's Common Stock to officers and key
employees of the Company and its subsidiaries. The Option Plan is designed to:
* Encourage and create ownership of the Company's Common Stock.
* Balance long-term with short-term decision making.
* Link the officers' or key employees' financial success to that of the
stockholders.
* Focus attention on building stockholder value through meeting longer-term
financial and strategic goals.
* Ensure broad-based participation of key employees.
The Committee granted both Incentive and Non-qualified stock options to
executives under the 1989 Key Employee Stock Option Plan during fiscal year
1996.
Option grants were based upon various subjective factors, among other things,
performance, responsibility and prior grants.
<PAGE>
COMPENSATION COMMITTEE
Arthur H. Hausman
William E. McKenna
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation for
services in all capacities to the Company for each of the three fiscal years in
the period ended March 2, 1996 of (i) the Chief Executive Officer and (ii) the
three most highly compensated executive officers:
<TABLE>
<CAPTION>
Long Term
Compensation
Awards
------------
Annual Compensation Stock
Name and Fiscal ------------------- Option All Other
Principal Position Year Salary(3) Bonus Grants Compensation(4)
- ------------------ ------ -------------------- ------ ---------------
<S> <C> <C> <C> <C> <C>
Ira Coron (1) 1996 $ 200,000 $ 130,000 60,000 $ 9,414
Chairman of the Board 1995 $ 174,040 $ 116,500 200,000 $ 676
and Chief Executive Officer
David R. Nichols 1996 $ 158,000 $ 90,376 40,000 $ 4,828
Executive Vice 1995 $ 156,779 $ 82,467 20,000 $ 996
President, Operations 1994 $ 148,092 $ 0 20,000 $ 942
Kris Kelkar (2) 1996 $ 125,000 $ 68,900 120,000 $ 21,967
Senior Vice President,
Sales and Marketing
Michael R. Ferron 1996 $ 142,500 $ 64,838 30,000 $ 5,931
Vice President, Finance;1995 $ 139,952 $ 57,658 20,000 $ 888
Chief Financial Officer 1994 $ 129,952 $ 0 50,000 $ 839
and Corporate Secretary
</TABLE>
(1) In March 1994, Mr. Ira Coron was appointed Chairman of the Board and Chief
Executive Officer of the Company.
(2) In April 1995, Kris Kelkar was appointed Senior Vice President, Sales and
Marketing, of the Company.
(3) Includes amounts deferred by the executive officer pursuant to the
Company's 401-K plan.
(4) The amounts shown in this column represent the dollar value of term life
insurance premiums paid by the Company for the benefit of the named
executive officer, and the Company's 50% matching of contributions made by
employees to the Company's 401-K plan. In addition, Mr. Kelkar's Other
Compensation includes reimbursement of certain relocation-related costs in
conjunction with his employment in April 1995.
<PAGE>
OPTIONS GRANT TABLE
The following table sets forth information on grants of stock options pursuant
to the Company's 1989 Key Employee Stock Option Plan during the year ended March
2, 1996 to the executive officers included in the Summary Compensation Table:
<TABLE>
<CAPTION>
Potential
Realizable Value
% of Total Exercise at Assumed Annual Rate
Options Granted or Base of Stock Price Appreciation
Options to Employees in Price Expiration for Option Term (2)
Name Granted (1) Fiscal Year ($/share) Date 5%($) 10%($)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ira Coron 60,000 11% $7.22 2005 $ 272,437 $ 690,409
David R. Nichols 40,000 7% $7.22 2005 $ 181,625 $ 460,273
Kris Kelkar 120,000 22% $5.65 2005 $ 424,881 $1,076,732
Michael R. Ferron 30,000 5% $7.22 2005 $ 136,219 $ 345,205
</TABLE>
(1) Options become exercisable at a rate of 25% per year.
(2) The potential realizable value is based upon the term of the option grant
which is ten years. It is calculated assuming both a 5% and a 10% annual
increase in the stock value and that the option is exercised on the last
day of the option period. The computed stock values using these
percentages were $11.76 and $18.72, respectively, for Mr. Coron, Mr.
Nichols and Mr. Ferron, and $9.17 and $14.60, respectively, for Mr. Kelkar.
Actual gains, if any, are dependent on the actual future stock price of the
Company.
OPTION EXERCISES AND FISCAL YEAR-END VALUE TABLE
The following table sets forth information as to options exercised during the
year ended March 2, 1996 and options held at March 2, 1996 by executive officers
named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Number of Securities
Number Underlying Unexercised Value of Unexercised
of Shares Options Held In-The-Money Options (2)
Acquired on Value ------------------------ -------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Ira Coron 35,000 $165,900 --- 210,000 $ --- $3,956,400
David Nichols 50,000 $398,726 70,000 60,000 $1,474,900 $1,005,000
Kris Kelkar --- --- 15,000 105,000 $ 277,050 $1,748,250
Michael Ferron --- --- 117,500 57,500 $2,440,475 $ 994,750
</TABLE>
(1) The value realized is computed by subtracting the option exercise prices
from the fair value at dates of exercise, multiplied by the number of
shares acquired.
(2) The value of unexercised in-the-money options is computed by subtracting
the option exercise prices from the market value at March 2, 1996 ($22.50)
multiplied by the number of options outstanding.
(3) Subsequent to March 2, 1996, Mr. Coron vested and exercised 35,000 options.
In addition, Mr. Coron was granted 50,000 options and Messrs. Nichols,
Kelkar and Ferron were each granted
<PAGE>
10,000 options. The exercise and grants are not reflected in the summary
table above which is based upon information as of March 2, 1996.
EMPLOYMENT AGREEMENTS
On April 3, 1995, Mr. Kris Kelkar was appointed Senior Vice President, Sales and
Marketing. As part of his employment, the Company and Mr. Kelkar entered into a
two-year employment agreement which entitles Mr. Kelkar to certain severance
payments if he, or the Company, under certain conditions, terminates his
employment.
STOCK PERFORMANCE GRAPH
The following graph and table compares the Company's stock performance to
various stock indexes over a five-year period assuming a $100 investment was
made on March 2, 1991:
<TABLE>
<CAPTION>
(IN DOLLARS) 1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
California Amplifier, Inc. 100 568 644 492 492 1,705
NASDAQ Stock Market 100 143 152 180 182 254
NASDAQ Telecommunications 100 129 156 215 198 228
</TABLE>
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, the Company's directors, its
executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission, the National Association of Securities
Dealers and the Company. Specific due dates for these reports have been
established and the Company is required to disclose in this proxy statement any
failure to file, or late filing, of such reports with respect to the period
ended March 2, 1996. Based solely upon a review of reports delivered to the
Company during this period, all of these filing requirements were satisfied on a
timely basis.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has adopted a policy pursuant to which material transactions between
the Company and its executive officers, directors and principal stockholders
(i.e., stockholders owning beneficially 5% or more of the outstanding voting
securities of the Company) shall be submitted to the Board of Directors for
approval by a disinterested majority of the directors voting with respect to the
transaction. For this purpose, a transaction is deemed material if such
transaction, alone or together with a series of similar transactions during the
same fiscal year, involves an amount which exceeds $60,000.
No such transactions occurred during the year ended March 2, 1996 other than
those described elsewhere herein.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP acted as the independent public accountants for the Company
during the fiscal year ended March 2, 1996. Representatives of that firm are
expected to be present at the Annual Meeting and will be available to make a
statement or respond to appropriate questions. The Company has selected Arthur
Andersen LLP as the Company's independent public accountants for the fiscal year
ending March 1, 1997.
ANNUAL REPORT
The Annual Report to Stockholders for the fiscal year ended March 2, 1996 is
being sent to all stockholders with this Proxy Statement. The Annual Report to
Stockholders does not form any part of the material for the solicitation of any
Proxy.
A COPY OF THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 2, 1996 AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, WITHOUT EXHIBITS, IS
AVAILABLE WITHOUT CHARGE TO ANY STOCKHOLDER OF THE COMPANY UPON WRITTEN REQUEST
TO THE CORPORATE SECRETARY, CALIFORNIA AMPLIFIER, INC., 460 CALLE SAN PABLO,
CAMARILLO, CALIFORNIA 93012.
<PAGE>
STOCKHOLDER PROPOSALS
The Bylaws of the Company provide that at any meeting of the stockholders only
such business shall be conducted as shall have been brought before the meeting
by or at the discretion of the Board of Directors or by any stockholder of the
Company who gives written notice (in the form required by the Bylaws) of such
business in writing to the Corporate Secretary of the Company not less than
sixty days in advance of such meeting or, if later, the seventh day following
the first public announcement of the date of such meeting. The Bylaws also
provide that only such nominations for the election of directors may be
considered as are made by the Board of Directors, or by any stockholder entitled
to vote in the election of directors who provides written notice (in the form
required by the Bylaws) of such stockholder's intent to make such nomination to
the Corporate Secretary of the Company not later than sixty days in advance of
such meeting or, if later, the seventh day following the first public
announcement of the date of such meeting.
Stockholders who intend to submit proposals for inclusion in the Proxy Statement
relating to the year ending March 1, 1997 must do so by sending the proposal and
supporting statements, if any, to the Company no later than February 7, 1997.
Such proposals should be sent to the attention of the Corporate Secretary,
California Amplifier, Inc., 460 Calle San Pablo, Camarillo, California 93012.
OTHER MATTERS
Except for the matters described herein, management does not intend to present
any matter for action at the Annual Meeting and knows of no matter to be
presented at such meeting that is a proper subject for action by the
stockholders. However, if any other matters should properly come before the
Annual Meeting, it is intended that votes will be cast pursuant to the authority
granted by the enclosed Proxy in accordance with the best judgment of the person
or person(s) acting under the Proxy.
By Order of the Board of Directors,
/s/ Michael R. Ferron
Corporate Secretary
Camarillo, California
May 28, 1996
CALIFORNIA AMPLIFIER, INC.
460 Calle San Pablo
Camarillo, California 93012
PROXY FOR 1996 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 19, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF CALIFORNIA
AMPLIFIER, INC.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and the accompanying Proxy Statement for the 1996 Annual Meeting of
Stockholders, revoking all prior proxies, hereby appoints Ira Coron and David R.
Nichols, and each of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to vote as
designated on the reverse side, all the shares of Common Stock of California
Amplifier, Inc. (the "Company") held of record by the undersigned on
May 24, 1996 at the Annual Meeting of Stockholders to be held on July 19, 1996
and any postponements or adjournments thereof.
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED
ENVELOPE. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
INDICATED; HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED IN
FAVOR OF THE NOMINEES FOR DIRECTOR LISTED, IN FAVOR OF THE MATTERS DESCRIBED IN
ITEMS 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON ALL SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE SUCH MEETING.
(Continued on reverse side)
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE
VOTED IN FAVOR OF THE NOMINEES FOR DIRECTOR LISTED BELOW, IN FAVOR OF THE
MATTERS DESCRIBED IN ITEMS 2 AND 3, AND IN THE DISCRETION OF THE PROXIES ON
MATTERS DESCRIBED IN ITEM 4.
1. Election of Directors: Ira Coron, David R. Nichols,
William E. McKenna, Arthur H. Hausman
FOR all Nominees listed above (except as marked to the contrary) / /
WITHHOLD AUTHORITY to vote for all Nominees listed above / /
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW)
- ----------------------------------------------------------------------
2. To consider and vote upon a proposal to increase the number of shares of
Common Stock authorized from 15,000,000 to 30,000,000.
For / / Against / / Abstain / /
3. To consider and vote upon a proposal to amend the 1989 Key Employee Stock
Option Plan to increase the number of authorized shares issuable under the
Plan from 2,600,000 to 3,400,000.
For / / Against / / Abstain / /
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before such meeting and any and all
postponements or adjournments thereof.
Do you plan to attend the meeting: Yes No
Dated:
Signature:
Title:
Signature if held jointly:
Please sign exactly as the name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as such. If a corporation,
please sign in full corporate name by the president or other authorized
officer. If a partnership, please sign in the partnership's name by an
authorized person.
