RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, CA 92126-4202
NOTICE IS HEREBY GIVEN that the ANNUAL MEETING OF SHAREHOLDERS
WILL BE HELD ON MAY 5, 2000
An Annual Meeting of Shareholders of RF Industries, Ltd., a Nevada
corporation (the "Company"), will be held at the office of the Company at 7610
Miramar Road, San Diego, CA 92126-4202 on Friday, May 5, 2000, at 1:30 p.m.,
Pacific Standard Time, for the following purposes:
1. To elect five directors of the Company who shall serve until the 2001
Annual Meeting of Shareholders (and until the election and qualification of
their successors).
2. To approve and ratify the Company's 2000 Incentive Stock Option and
Non-Qualified Stock Option Plans.
3. To ratify the selection of J.H. Cohn LLP as the Company's independent
public accountants for the fiscal year ending October 31, 2000.
4. To transact such other business as may properly come before the Annual
Meeting of Shareholders or any adjournment thereof.
The Board of Directors has fixed the close of business on March 20, 2000 as
the record date for determination of shareholders entitled to notice of and to
vote at the Annual Meeting of Shareholders or any adjournment thereof. A
complete list of such shareholders will be available at the executive offices of
the Company for ten (10) days before the meeting.
All shareholders are cordially invited to attend the Annual Meeting of
Shareholders in person. Regardless of whether you plan to attend the meeting,
please sign and date the enclosed Proxy and return it promptly in the
accompanying envelope, postage for which has been provided if mailed in the
United States. The prompt return of Proxies will ensure a quorum and save the
Company the expense of further solicitation. Any shareholder returning the
enclosed Proxy may revoke it prior to its exercise by voting in person at the
meeting or by filing with the Secretary of the Company a written revocation or a
duly executed Proxy bearing a later date.
By Order of the Board of Directors
Terrie A. Gross,
Corporate Secretary
Chief Financial Officer
San Diego, California
March 31, 2000
1
<PAGE>
RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, CA 92126-4202
--------------------
PROXY STATEMENT
--------------------
General
- --------
The enclosed Proxy is solicited on behalf of the Board of Directors of
RF Industries, Ltd., a Nevada corporation (the "Company"), for use at the Annual
Meeting of Shareholders ("Annual Meeting") to be held on Friday, May 5, 2000, at
1:30 p.m., local time, or at any adjournment or postponement thereof. The Annual
Meeting will be held at the office of the Company at 7610 Miramar Road, San
Diego, CA 92126-4202. This Proxy Statement and the accompanying Proxy and annual
report were mailed to shareholders on or about March 31, 2000.
Voting
- ------
Only shareholders of record at the close of business on March 20, 2000,
will be entitled to vote at the Annual Meeting. On March 20, 2000, there were
approximately 3,198,648 shares of Common Stock outstanding. The Company is
incorporated in Nevada, and is not required by Nevada corporation law or its
Articles of Incorporation to permit cumulative voting in the election of
directors.
On each or any other matter properly presented and submitted to a vote
at the Annual Meeting, each share will have one vote and an affirmative vote of
a majority of the shares represented at the Annual Meeting and entitled to vote
(where the holders of a majority of the shares entitled to vote are present in
person or by Proxy) will be necessary to approve the matter.
Revocability of Proxies
- -----------------------
When the enclosed Proxy is properly executed and returned, the shares
it represents will be voted at the Annual Meeting in accordance with any
directions noted thereon, and if no directions are indicated, the shares it
represents will be voted in favor of the proposals set forth in the notice
attached hereto. Any person giving a Proxy in the form accompanying this
statement has the power to revoke it any time before its exercise. It may be
revoked by filing with the Secretary of the Company's principal executive
office, 7610 Miramar Road, San Diego, CA 92126-4202, an instrument of revocation
or a duly executed Proxy bearing a later date, or it may be revoked by attending
the Annual Meeting and voting in person.
Solicitation
- ------------
The Company will bear the entire cost of solicitation of Proxies,
including the preparation, assembly, printing, and mailing of this Proxy
Statement, the Proxy, and any additional material furnished to shareholders.
Copies of solicitation material will be furnished to brokerage houses,
fiduciaries, and custodians holding shares in their names that are beneficially
owned by others to forward to such beneficial owners. In addition, the Company
may reimburse such persons for their cost of forwarding the solicitation
material to such beneficial owners. The solicitation of Proxies by mail may be
supplemented by telephone, telegram, and/or personal solicitation by directors,
officers, or employees of the Company. No additional compensation will be paid
for any such services. Except as described above, the Company does not intend to
solicit Proxies other than by mail.
PROPOSAL 1:
NOMINATION AND ELECTION OF DIRECTORS
Each director to be elected will hold office until the next Annual
Meeting and until his or her successor is elected and has qualified, or until
his or her death, resignation, or removal. Five directors are to be elected at
the Annual Meeting. All of the nominees for director were elected by the
shareholders at the Company's 1999 annual meeting of shareholders.
The five candidates receiving the highest number of affirmative votes
cast at the Annual Meeting shall be elected as directors of the Company. Each
person nominated for election has agreed to serve if elected. If any of such
nominees shall become unavailable or refuse to serve as a director (an event
that is not anticipated), the Proxy holders will vote for substitute nominees at
their discretion. Unless otherwise instructed, the Proxy holders will vote the
Proxies received by them for the five nominees named below.
2
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE
Nominees
- --------
Set forth below is information regarding the nominees, including
information furnished by them as to their principal occupations for the last
five years, and their ages as of October 31, 1999.
Name Age Director Since
------ ----- ----------------
Jack A. Benz 66 1990
John R. Ehret 62 1991
Howard F. Hill 59 1979
Henry E. Hooper 46 1998
Robert Jacobs 48 1997
Jack A. Benz is an electronics engineer by education, holding a degree
from Milwaukee School of Engineering. He has been involved in the sales and
marketing end of the electronics and communications industry for over 40 years.
He has owned businesses in the manufacturers representative and export field. He
managed RF Industries, Ltd. when it operated as a separate company in Florida
prior to its acquisition in 1987 by Celltronics, the predecessor company to RF
Industries.
John R. Ehret holds a B.S. degree in Industrial Management from the
University of Baltimore. He is Vice-President, Chief Financial Officer, and
co-owner of TPL Electronics of Los Angeles, California. He has been in the
electronics industry for over 30 years.
Howard F. Hill, a founder of the Company in 1979, has degrees in
Manufacturing Engineering, Quality Engineering and Industrial Management. He
took over the presidency of the Company in July of 1993. He has held various
positions in the electronics industry over the past 30 years.
Henry E. Hooper has a bachelor's and master's degree from Yale University.
He serves as the Director of Performance Development Team at TESSCO
Technologies, a distributor of wireless communications products and services.
Before TESSCO, Mr. Hooper served as a VP of sales and marketing with a textile
manufacturing company. Mr. Hooper has been in the telecommunications industry
for over 10 years.
Robert Jacobs is RF Industries' Account Executive at Neil Berkman
Associates and coordinates the Company's investor relations. He holds an MBA
from the University of Southern California and has been in the investor
relations industry for over 16 years.
Terrie Gross joined the Company in January 1992 as Accounting Manager.
She was elected to Corporate Secretary in February 1995, and elected to Chief
Financial Officer in May 1997.
Board Committees and Meetings
- ------------------------------
During the fiscal year ended October 31, 1999, the Board of Directors
held 4 meetings. The Board of Directors has an Audit Committee that met 2 times
in 1999. All members of the Board of Directors hold office until the next annual
meeting of shareholders or the election and qualification of their successors.
The directors do not receive any compensation for each Board of Director's
meeting personally attended. Executive officers serve at the discretion of the
Board of Directors.
During the fiscal year ended October 31, 1999, each Board of Directors
member attended at least 75% of the aggregate of the meetings of the Board of
Directors on which he served.
3
<PAGE>
Executive Compensation
Summary of Cash and Other Compensation. The following table sets forth
compensation for services rendered in all capacities to the Company during the
fiscal year ended October 31, 1999, by the named executive officer for whom
disclosure is required.
<TABLE>
<CAPTION>
Annual Compensation Long- Term Compensation Awards
------------------------- -------------------------------------
Securities Underlying Restricted
Salary Bonus Options/SARs Stock Awards
Name and Principal Position __Year__ ___($)___ __($)__ ________($)________ ________($)________
- --------------------------- ---------- ----------- --------- -------------------- -------------------
<S> <C> <C> <C> <C> <C>
Howard F. Hill, President 1999 125,000 25,000 4,000 -0-
Chief Executive Officer, Director 1998 85,000 25,000 4,000 -0-
1997 85,000 -0- 4,000 -0-
</TABLE>
Option Grants. The following table contains information concerning the
stock option grants to the Company's Chief Executive Officer for the fiscal year
ended October 31, 1999.
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Securities % of Total
Underlying Options Granted Exercise or
Options to Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date
- -------- ------------ ----------------- ------------- --------------
<S> <C> <C> <C> <C>
Howard F. Hill, President
Incentive Stock Option 2, 000 4% 1.56 October, 2009
Non-Qualified Option 2, 000 16% 1.33 October, 2009
</TABLE>
Option Exercises and Holdings. The following table sets forth
information concerning option exercises and option holdings under the 1990
Employee Stock Plan and the Employee Agreement for the year ended October 31,
1999, with respect to the Company's Chief Executive Officer:
<TABLE>
<CAPTION>
Aggregated Options/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
Value Realized Number of Unexercised Value of Unexercised
Shares Market Price at Options/SARs at Fiscal In-the-Money Options/SARs
Acquired Exercise Less Year-End (#) at Fiscal Year end ($)
Name Exercise (#) Exercise Price ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Howard F. Hill, 20,000 $17,800 504,000 -0- $689,080 -0-
President
</TABLE>
Employment Agreement
- ---------------------
The Company has no employment or severance agreements, other than the
presidents, for payments of more than $100,000. However, on June 1, 1994, the
Company entered into a six year, renewable employment contract with the
President calling for annual compensation of $85,000, raised to $125,000 in
1999, plus a bonus to be determined by the Board. In addition, the employment
contract granted the President options to acquire 500,000 shares of common stock
at $.10 per share. Such options vest ratably over the six year term of the
initial agreement. At October 31, 1999, options to purchase all 500,000 shares
were vested.
Security Ownership of Certain Beneficial Owners and Management
- --------------------------------------------------------------
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as of October 31, 1999 by: ( i ) each
director and nominee for director; (ii) the executive officer named in the
Summary Compensation Table in Executive Compensation; (iii) all executive
officers and directors of the Company as a group; and (iv) all those known by
the Company to be beneficial owners of more than 5% of the Common Stock.
4
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name and Address Number of Shares (1 & 2) Percentage (2)
- -------------- of Beneficial Owner Beneficially Owned Beneficially Owned
------------------- ------------------ ------------------
<S> <C> <C> <C>
Common Stock Hytek International, Ltd. 1,267,167 41.2%
690 West 28th Street
Hialeah, FL 33010
Common Stock Jack A. Benz 56,000 (3) 1.7%
7610 Miramar Road, Building 6000
San Diego, CA 92126-4202
Common Stock Howard H. Hill 541,000 (4) 17.1%
7610 Miramar Road, Building 6000
San Diego, CA 92126-4202
Common Stock John R. Ehret 29, 000 (5) 0.9%
7610 Miramar Road, Building 6000
San Diego, CA 92126-4202
Common Stock Robert Jacobs 89,900 (6) 2.8%
Neil Berkman Associates
1900 Ave of the Stars #2850
Los Angeles, CA 90065
Common Stock Henry E. Hooper 19,055 (7) 0.6%
7610 Miramar Road, Building 6000
San Diego, CA 92126-4202
All Directors and Officers as 758,455 (8) 24.0%
a Group (6 Persons)
</TABLE>
1) This table is based on information supplied by officers, directors and
principal stockholders. Except as indicated in the footnotes to this table
and pursuant to applicable community property laws to the Company's
knowledge, the persons named in the table have sole voting and investment
power with respect to all shares of Common Stock.
2) Shares of Common Stock which were not outstanding but which could be
acquired upon exercise of an option within 60 days from the date of this
filing are considered outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned. However, such shares
are not considered to be outstanding for any other purpose.
3) Includes 10,000 shares which Mr. Benz has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.
4) Includes 504,000 shares which Mr. Hill has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.
5) Includes 10,000 shares which Mr. Ehret has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.
6) Includes 50,000 shares which Neil Berkman Associates has the right to
acquire upon exercise of vested options, and 19,900 that Robert Jacobs has
the right to acquire upon exercise of options exercisable within 60 days
after the Record Date.
7) Includes 18,555 shares which Mr. Hooper has the right to acquire upon
exercise of options exercisable within 60 days after the Record Date.
8) Includes 585,955 shares which all Directors and Officers, as a group,
have the right to acquire upon exercise of options exercisable within 60
days of the date of this report.
There is no arrangement known to the Company, the operation of which may at a
subsequent date result in a change of control of the Company.
Compliance With Section 16(a) of the Exchange Act
- -------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Executive officers, directors and greater than 10% stockholders are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of reporting forms received by
the Company, the Company believes that during its most recent fiscal year ended
October 31, 1999, that its officers and directors complied with the filing
requirements under Section 16(a).
5
<PAGE>
PROPOSAL 2
APPROVAL OF THE ADOPTION OF THE
2000 STOCK OPTION PLAN (THE "2000 PLAN")
The 2000 Plan was adopted by the Board of Directors of the Company
effective November 1, 2000 subject to approval by the stockholders. The purpose
of the 2000 Plan is to promote the long-term success of the Company and the
creation of stockholder value by (a) encouraging employees, outside directors
and consultants to focus on critical long-range objectives, (b) encouraging the
attraction and retention of employees, outside directors and consultants with
exceptional qualifications and (c) linking employees, outside directors and
consultants directly to stockholder interests through increased stock ownership.
The 2000 Plan seeks to achieve this purpose by providing for awards in the form
of options which may constitute incentive stock options or nonstatutory stock
options.
The primary features of the 2000 Plan are summarized below. This
summary is qualified in its entirety by reference to the specific provisions of
the 2000 Plan, the full text of which is set forth as Exhibit A to this Proxy
Statement.
Share Reserve
- -------------
The Board of Directors adopted the 2000 Plan on March 10, 2000, subject
to stockholder approval. The Company has reserved 300,000 shares of common stock
for issuance under the 2000 Plan. On January 1 of each year, starting with the
year 2001, the number of shares in the reserve will automatically increase by 4%
of the total number of shares of common stock of the Company that are
outstanding at that time or by 10,000 shares, whichever is less. In general, if
options awarded under the 2000 Plan are forfeited, then those options will again
become available for grant under the 2000 Plan. The Company has not yet granted
any options under the 2000 Plan.
Administration
- --------------
The Compensation Committee of the Board of Directors ("Committee")
administers the 2000 Plan. The Committee has the complete discretion to make all
decisions relating to the interpretation and operation of the 2000 Plan. The
Committee has the discretion to determine who will receive an option, what type
of option it will be, how many shares will be covered by the option, what the
vesting requirements will be (if any), and what the other features and
conditions of each option will be. The Committee may also reprice outstanding
options and modify outstanding options in other ways.
Eligibility
- ------------
Employees, outside directors and independent consultants and advisors
to the Company and it subsidiaries (whether now existing or subsequently
established) will be eligible to participate in the 2000 Plan.
Types of Award
- ---------------
The 2000 Plan provides incentive stock options to purchase shares of
common stock of the Company and nonstatutory stock options to purchase shares of
common stock of the Company.
Exercise Price, Payment and Transferability
- --------------------------------------------
An optionee who exercises an incentive stock option may qualify for
favorable tax treatment under Section 422 of the Internal Revenue Code of 1986.
Nonstatutory stock options, however, do not qualify for such favorable tax
treatment. The exercise price for incentive stock options granted under the 2000
Plan may not be less than 100% of the fair market value of the common stock of
the Company on the option grant date. In the case of nonstatutory options, the
minimum exercise price is 85% of the fair market value of the common stock of
the Company on the option grant date. Optionees may pay the exercise price by
using the following methods of payment as determined by the Committee: cash;
shares of common stock that the optionee already owns; a full-recourse
promissory note, except that the par value of newly issued shares must be paid
in cash; an immediate sale of the option shares through a broker designated by
the Company; or a loan from a broker designated by the Company, secured by the
option shares.
No optionee will have any stockholder rights with respect to the option
shares until such optionee has exercised the option and paid the exercise price
for the purchased shares. Options are generally not assignable or transferable
other than by will or the laws of inheritance and, during the optionee's
lifetime, the option may be exercised only by such optionee.
6
<PAGE>
Vesting of Options and Termination of Service
- ----------------------------------------------
The options will vest at the time or times determined by the Committee.
Options generally expire 10 years after they are granted, except that they
generally expire earlier if the optionee's service terminates earlier. Upon the
optionee's cessation of employment or service, the optionee will have a limited
period of time in which to exercise his or her outstanding options for any
shares in which the optionee is vested at that time. However, at any time while
the options remain outstanding, the Committee will generally have discretion to
extend the period following the optionee's cessation of employment or service
during which his or her outstanding options may be exercised. The Committee will
also have discretion to accelerate the exercisability or vesting of those
options in whole or in part at any time.
Change in Control
- -----------------
If a change in control of the Company occurs, an option under the 2000
Plan may become fully vested and exercisable as determined by the Committee. A
change in control includes: (i) a merger of the Company after which the
Company's stockholders own 50% or less of the surviving corporation (or its
parent company); (ii) a sale of all or substantially all of the Company's
assets; (iii) a change in the composition of the Board that results in the
replacement of more than one-half of the Company's incumbent directors over a
24-month period; or (iv) an acquisition of 20% or more of the Company's
outstanding stock by any person or group, other than a person related to the
Company (such as a holding company owned by the Company's stockholders).
Amendments or Termination
- --------------------------
The Board may amend or terminate the 2000 Plan at any time. If the
Board amends the 2000 Plan, it does not need to ask for stockholder approval of
the amendment unless applicable law requires it. The 2000 Plan will continue in
effect indefinitely, unless the Board decides to terminate the Plan earlier.
Federal Income Tax Consequences
- -------------------------------
Options granted under the 2000 Plan may be either incentive stock
options that satisfy the requirements of Section 422 of the Internal Revenue
Code or non-statutory options that are not intended to meet such requirements.
The Federal income tax treatment for the two types of options differs as
follows:
Incentive Options
- ------------------
No taxable income is recognized by the optionee at the time of the
option grant, and no taxable income is generally recognized at the time the
option is exercised. The optionee will, however, recognize taxable income in the
year in which the purchased shares are sold or otherwise made the subject of a
taxable disposition. For Federal income tax purposes, dispositions are divided
into two categories: qualifying dispositions and disqualifying dispositions. A
qualifying disposition occurs if the sale or other disposition is made after the
optionee has held the shares for more than two (2) years after the option grant
date and more than one (1) year after the exercise date. If either of these two
holding periods is not satisfied, then a disqualifying disposition will result.
Upon a qualifying disposition, the optionee will recognize long-term
capital gain in an amount equal to the excess of (i) the amount realized upon
the sale or other disposition of the purchased shares over (ii) the exercise
price paid for the shares. If there is a disqualifying disposition of the
shares, then the excess of (i) the fair market value of those shares on the
exercise date over (ii) the exercise price paid for the shares will be taxable
as ordinary income to the optionee. Any additional gain or loss recognized upon
the disposition will be recognized as a capital gain or loss by the optionee.
Non-Statutory Options
No taxable income is recognized by an optionee upon the grant of a
non-statutory option. The optionee will in general recognize ordinary income, in
the year in which the option is exercised, equal to the excess of the fair
market value of the purchased shares on the exercise date over the exercise
price paid for the shares, and the optionee will be required to satisfy the tax
withholding requirements applicable to such income.
The Company will be entitled to an income tax deduction equal to the
amount of ordinary income recognized by the optionee with respect to the
exercised non-statutory option. The deduction will in general be allowed for the
taxable year of the Company in which such ordinary income is recognized by the
optionee.
7
<PAGE>
Accounting Treatment
- ---------------------
Option grants with exercise prices less than the fair market value of
the shares on the grant date will result in a direct compensation expense to the
Company's earnings equal to the difference between the exercise price and the
fair market value of the shares on the grant date. Such expense will be
accruable by the Company over the period that the option shares are to vest.
Option grants with an exercise price per share equal to 100% of fair market
value of the shares at the time of grant will not result in any direct charge to
the Company's earnings. However, the fair value of those options must be
disclosed in the notes to the Company's financial statements, in the form of
pro-forma statements to those financial statements, the impact those options
would have upon the Company's reported earnings were the value of those options
at the time of grant treated as compensation expense. Whether or not granted at
a discount, the number of outstanding options may be a factor in determining the
Company's earnings per share on a fully-diluted basis.
Stockholder Approval
- --------------------
The affirmative vote of a majority of the outstanding shares of the
Company present or represented and entitled to vote at the 2000 Annual Meeting
is required for approval of the 2000 Plan. Should such stockholder approval not
be obtained, then the 2000 Plan will not be implemented, any stock options
granted under the 2000 Plan will immediately terminate without becoming
exercisable for the shares of common stock subject to those options, and no
additional options will be granted under the 2000 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION AND
ADOPTION OF THE STOCK PLAN.
PROPOSAL 3:
SELECTION OF AUDITORS
Subject to stockholder approval at the Annual Meeting, the Board has
selected J.H. Cohn LLP to continue as the Company's independent auditors for the
fiscal year ending October 31, 2000. A representative of J.H. Cohn LLP is
expected to be present at the Annual Meeting. The representative will have an
opportunity to make a statement and will be available to respond to appropriate
questions from stockholders.
Stockholder ratification of the selection of J.H. Cohn LLP as the
Company's independent accountants is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of J.H. Cohn LLP to
the stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection, the Board will reconsider whether or
not to retain that firm. Even if the selection is ratified, the Board in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if the Board determines that such a changes would be
in the best interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares
represented and voting at the meeting will be required to ratify the selection
of J.H. Cohn LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3
Stock Performance Graph
- -----------------------
The following graph compares the monthly return for the Company, the
NASDAQ US Stock Index and the NASDAQ Electronic Components Stock Index.
8
<PAGE>
[GRAPHIC OMITTED]
- ----------------
* The monthly return on investment for each of the periods for the
Company is based on the closing price on the last trading day of each
month. The Indices are based on their respective values on the final
trading day of each month.
STOCKHOLDERS' PROPOSALS
Stockholders who intend to submit proposals at the 2000 Annual Meeting
must submit such proposals to the Company no later than March 1, 2000 in order
for them to be included in the Proxy Statement and the form of Proxy to be
distributed by the Board of Directors in connection with that meeting.
Stockholders proposals should be submitted to RF Industries, Ltd., 7610 Miramar
Road, San Diego, CA 92126-4202
ANNUAL REPORTS
The Company's 1999 Annual Report on Form 10-KSB which includes audited
financial statements for the Company's fiscal year ended October 31, 1999, is
being mailed with the Proxy Statement to stockholder of record on or about March
31, 2000.
OTHER MATTERS
The Board of Directors knows of no other matters which will be brought
before the Annual Meeting. However, if any other matter properly comes before
the Annual Meeting of any adjournment thereof, it is intended that the persons
named in the enclosed form of Proxy will vote on such matters in accordance with
their best judgment.
Terrie A. Gross,
Corporate Secretary
Chief Financial Officer
San Diego, California
March 31, 2000
9
