<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE
ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
INTEGRATED SECURITY SYSTEMS, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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INTEGRATED SECURITY SYSTEMS, INC.
8200 SPRINGWOOD DRIVE, SUITE 230
IRVING, TEXAS 75063
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 15, 1999
To the Holders of Common Stock of
INTEGRATED SECURITY SYSTEMS, INC.:
Notice is hereby given that a Special Meeting of Stockholders of Integrated
Security Systems, Inc., a Delaware corporation (the "Company"), will be held at
the Company's executive offices, 8200 Springwood Drive, Suite 230, Irving, Texas
75063, on Monday, February 15, 1999 at 10:00 A.M., Dallas, Texas time, for the
following purposes:
(1) To approve an amendment to the Company's Certificate of Incorporation
for the purpose of effecting a stock combination (the "Stock Combination")
pursuant to which the Company's outstanding shares of common stock would be
exchanged for new shares of common stock in an exchange ratio to be
approved by the Board of Directors, ranging from one newly issued share for
each four outstanding shares to one newly issued share for each six
outstanding shares.
The Board of Directors has fixed Thursday, January 14, 1999, at the close
of business, as the record date for the determination of stockholders entitled
to notice of, and to vote at, the meeting and any adjournments or postponements
thereof. Only holders of record of the Company's common stock on that date are
entitled to vote on matters coming before the meeting and any adjournments or
postponements thereof. A complete list of stockholders entitled to vote at the
meeting will be maintained in the Company's offices at 8200 Springwood Drive,
Suite 230, Irving, Texas 75063, for the ten days prior to the meeting.
Please advise the Company's transfer agent, American Stock Transfer, 6201
15th Avenue, Third Floor, Brooklyn, NY 11218, of any change in your address.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL
MEETING, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN
DIFFERENT NAMES OR AT DIFFERENT ADDRESSES, EACH SUCH PROXY CARD SHOULD BE SIGNED
AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED. THE PROXY CARD
SHOULD BE SIGNED BY ALL REGISTERED HOLDERS IN THE EXACT NAMES AS THE SHARES ARE
SO REGISTERED. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME
PRIOR TO ITS EXERCISE AND, IF PRESENT AT THE SPECIAL MEETING, MAY WITHDRAW IT
AND VOTE IN PERSON.
By Order of the Board of Directors,
/s/ GERALD K. BECKMANN
Gerald K. Beckmann
Chairman, President and Chief Executive Officer
Irving, Texas
January 27, 1999
<PAGE> 4
INTEGRATED SECURITY SYSTEMS, INC.
8200 Springwood Drive, Suite 230
Irving, Texas 75063
------------------------------------
PROXY STATEMENT
------------------------------------
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 15, 1999
The accompanying proxy, mailed with this Proxy Statement to stockholders on
or about February 1, 1999, is solicited by Integrated Security Systems, Inc.
(the "Company"), in connection with the Special Meeting of Stockholders to be
held on February 15, 1999 (the "Special Meeting").
As stated in the Notice to which this Proxy Statement is attached, the only
matter to be acted upon at the Special Meeting is to approve an amendment to the
Company's Certificate of Incorporation for the purpose of effecting a stock
combination (the "Stock Combination") pursuant to which the Company's
outstanding shares of Common Stock would be exchanged for new shares of Common
Stock in an exchange ratio to be approved by the Board of Directors, ranging
from one newly issued share for each four outstanding shares to one newly issued
share for each six outstanding shares.
All holders of record of shares of the Company's common stock ("Common
Stock") at the close of business on January 14, 1999 (the "Record Date") are
entitled to notice of and to vote at the Special Meeting. On the Record Date,
the Company had outstanding 9,313,993 shares of Common Stock. Each share of
Common Stock is entitled to one vote. The presence, in person or by proxy, of
holders of a majority of the outstanding shares of Common Stock entitled to vote
as of the Record Date is necessary to constitute a quorum at the Special
Meeting.
Votes may be cast in favor of or against the proposal or a stockholder may
specifically abstain from voting on the proposal to approve the Stock
Combination. An abstention on the proposal to approve the Stock Combination will
have the effect of a negative vote on the proposal.
Each stockholder has the unconditional right to revoke his or her proxy at
any time before it is voted. Any proxy given may be revoked either by a written
notice duly signed and delivered to the Secretary of the Company prior to the
exercise of the proxy, by execution of a subsequent proxy or by voting in person
at the Special Meeting (although attending the Special Meeting without executing
a ballot or executing a subsequent proxy will not constitute revocation of a
proxy). All properly executed, unrevoked proxies received before the Special
Meeting will be voted in accordance with the directions contained therein. When
no direction has been given by a stockholder returning a proxy, the proxy will
be voted FOR the proposal to amend the Certificate of Incorporation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of January 14, 1999, by (i) each
director and named executive officer of the Company, (ii) all officers and
directors of the Company as a group, and (iii) all persons who are known by the
Company to be beneficial owners of 5% or more of the Company's outstanding
Common Stock. Unless otherwise noted, each of the persons listed below has sole
voting and investment power with respect to the shares indicated as beneficially
owned by such person.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner Beneficially Owned(1) Percent(1)
- ------------------------------------------------------------------- --------------------- ----------
<S> <C> <C>
Renaissance Capital Growth & Income Fund III, Inc.(5) 5,087,660 36.3%
Renaissance US Growth & Income Trust PLC(6) 4,712,659 34.5%
Philip R. Thomas(4) 1,633,126 17.5%
Gerald K. Beckmann(2)(3)(7) 976,177 10.0%
ProFutures Bridge Capital Fund LP(8) 585,000 6.3%
Lehman Brothers Holdings, Inc.(9) 579,000 6.2%
Frank R. Marlow(2)(3)(10) 66,263 0.7%
Holly J. Burlage(2)(3)(11) 38,219 0.4%
James E. Jack(2)(3)(12) 23,388 0.3%
Robert M. Galecke(2)(3)(13) 3,388 0.0%
All current directors and executive officers as a group (5 persons) 1,107,424 11.3%
</TABLE>
- ------------
(1) Pursuant to the rules of the Securities and Exchange Commission, shares of
Common Stock which an individual or group has a right to acquire within 60
days pursuant to the exercise of options or warrants are deemed to be
outstanding for the purpose of computing the percentage ownership of such
individual or group, but are not deemed to be outstanding for the purpose
of computing the percentage ownership of any other person shown in the
table.
(2) The address for this person is 8200 Springwood Drive, Suite 230, Irving,
Texas 75063.
(3) Mr. Beckmann is a Director, the Chairman of the Board of Directors, the
President and the Chief Executive Officer of the Company. Mr. Marlow, Mr.
Galecke and Mr. Jack are Directors of the Company. Ms. Burlage is Vice
President and Secretary of the Company.
(4) Includes 146,850 shares of Common Stock owned by Thomas Group Holding
Company, a company owned by Mr. Thomas and 61,801 shares of Common Stock
issuable upon the exercise of warrants within 60 days. The address for Mr.
Thomas is 3510 Turtle Creek Boulevard, PH-A, Dallas, TX 75219-5542.
(5) Based on a 13(d) filing dated December 11, 1998, Renaissance Capital Growth
& Income Fund III, Inc. is deemed the beneficial owner of 5,087,660 shares
of Common Stock. The address for this Company is 8080 N. Central
Expressway, Suite 210, Dallas, TX 75206.
(6) Based on a 13(d) filing dated December 11, 1998, Renaissance US Growth &
Income Trust PLC is deemed the beneficial owner of 4,712,659 shares of
Common Stock. The address for this Company is 8080 N. Central Expressway,
Suite 210, Dallas, TX 75206.
(7) Includes 284,473 shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days; and 146,021 shares of
Common Stock issuable upon the exercise of warrants within 60 days.
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(8) Based on a 13(d) filing dated July 17, 1997, ProFutures Bridge Capital
Fund, LP is deemed the beneficial owner of 585,000 shares of Common Stock.
The address for this company is 1720 South Bellaire Street, Suite 500,
Denver, CO 80222.
(9) Based on a 13(g) filing dated May 7, 1998, Lehman Brothers Holdings, Inc.
is deemed the beneficial owner of 579,000 shares of Common Stock. The
address for this company is 3 World Financial Center, New York, NY 10285.
(10) Includes 57,799 shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days and 1,000 shares of Common
Stock issuable upon the exercise of warrants within 60 days.
(11) Includes 27,725 shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days and 1,240 shares of Common
Stock issuable upon the exercise of warrants within 60 days.
(12) Includes 3,388 shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days.
(13) Includes 3,388 shares of Common Stock issuable upon the exercise of
outstanding options exercisable within 60 days.
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION
At the Special Meeting the holders of Common Stock of the Company will be
asked to approve an amendment to the Company's Certificate of Incorporation for
the purpose of effecting a Stock Combination pursuant to which the Company's
outstanding shares of Common Stock would be exchanged for new shares of Common
Stock in an exchange ratio to be approved by the Board of Directors, ranging
from one newly issued share for each four outstanding shares to one newly issued
share for each six outstanding shares. The favorable vote of the holders of a
majority of the shares of Common Stock, represented in person or by Proxy at the
meeting, will be required for such approval. The Board of Directors believes
that the decrease in the number of outstanding shares of the Common Stock
resulting from the Stock Combination will increase the average trading price of
the Common Stock to over $1.00 per share, which would assure continued listing
on the Nasdaq SmallCap Stock Market. There can be no assurance, however, that,
even after effectuating the Stock Combination, that the Company will meet and
maintain the minimum bid price.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
THE STOCK COMBINATION.
MATERIAL CHANGES RESULTING FROM THE PROPOSED STOCK COMBINATION
The Board of Directors has unanimously decided to submit to a vote of the
shareholders a proposal to reduce the number of outstanding shares of the Common
Stock, which is to be achieved by undertaking a stock combination restructuring
of the Common Stock whereby the Company's Board of Directors may affect the
Stock Combination of the Company if the Board of Directors in their sole
judgment believe such restructuring is in the best interest of the Company. If
the Stock Combination is approved, the Company's Board of Directors will have
authority, without further shareholder approval, to effect the Stock Combination
pursuant to which the Company's outstanding shares (the "Old Shares") of Common
Stock would be exchanged for new shares (the "New Shares") of Common Stock in an
exchange ratio to be approved by the Board of Directors, ranging from one New
Share for each four Old Shares to one New Share for each six Old Shares. The
number of Old Shares for which each New Share is to be exchanged is referred to
as the "Exchange Number." The Exchange Number may, within such range, be a whole
number or a whole number and fraction of a whole number. The Stock Combination
will be effected simultaneously for all outstanding Common Stock of the Company
and the Exchange Number will be the same for all outstanding Common Stock of the
Company.
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In addition, the Company's Board of Directors will have the authority to
determine the exact timing of the effective date of the Stock Combination, which
may be any time prior to June 30, 1999, without further shareholder approval.
Such timing and Exchange Number will be determined in the judgment of the Board
of Directors, with the intention of maximizing the Company's ability to be in
compliance with the listing and maintenance requirements of the Nasdaq Stock
Market, Inc. ("Nasdaq") and/or other national and regional exchanges such as the
American Stock Exchange, Boston Stock Exchange, Philadelphia Stock Exchange,
Chicago Stock Exchange and Pacific Stock Exchange, and other intended benefits
of the Stock Combination to shareholders and the Company. See "Purpose of the
Stock Combination" below.
The Board of Directors also reserves the right, notwithstanding shareholder
approval, and without further action by shareholders, to not proceed with the
Stock Combination, if, at any time prior to filing the Amendment with the
Secretary of State of the State of Delaware, the Board of Directors, in its sole
discretion, determines that the Stock Combination is no longer in the best
interests of the Company and its shareholders. The Board of Directors may
consider a variety of factors in determining whether or not to implement the
Stock Combination and in determining the Exchange Number including, but not
limited to, overall trends in the stock market, future changes and anticipated
trends in the per share market price of the Company's Common Stock, business and
transactional developments, and the Company's actual and projected financial
performance.
The Stock Combination will not change the proportionate equity interests of
the Company's shareholders, nor will the respective voting rights and other
rights of shareholders be altered. The Common Stock of the Company which is
issued pursuant to the Stock Combination will remain fully paid and
non-assessable. The Company will continue to be subject to the reporting
requirements of the Securities Exchange Act of 1934.
PURPOSES OF THE STOCK COMBINATION
The purpose for the Stock Combination is to reduce the number of issued and
outstanding shares presently in the hands of security holders, and thereby
create a more manageable and effective capital structure for the Company. The
proposed Stock Combination (for example if effected at a 4:1 ratio) will result
in a reduction of the issued and outstanding shares of Common Stock of the
Company to 2,328,499 shares with a par value of $.01 per share (present issued
and outstanding number of shares of Common Stock of the Company are 9,313,993,
with a par value of $.01 per share). The Board of Directors believes that there
will be no material differences concerning operations of the Company that will
result from the Stock Combination as described herein.
In order for the Common Stock of the Company to be quoted on Nasdaq and/or
other national and regional exchanges, the Company and its Common Stock are
required to comply with various listing and maintenance standards established by
the exchanges. Furthermore, the Company believes that listing on Nasdaq/SmallCap
Stock Market and/or other national and regional exchanges such as the American
Stock Exchange, Boston Stock Exchange, Philadelphia Stock Exchange, Chicago
Stock Exchange and Pacific Stock Exchange may provide the Company with a broader
market for its Common Stock and more greatly facilitate the use of the Common
Stock in acquisitions and financing transactions in which the Company may
engage. The Board of Directors believes the proposed Stock Combination will
create long-term benefits for the Company by increasing market interest in the
Common Stock and increasing the nominal per share value and per share earnings
of the Common Stock. Given the volatility of the Common Stock, the Board of
Directors believes that the proposed Stock Combination will help maintain a
sufficient minimum bid price per share to ensure continued listing on the Nasdaq
SmallCap Stock Market. There can be no assurance that, even after effectuating
the Stock Combination, the Company will meet and maintain the minimum bid price
and otherwise meet any other of the requirements of various exchanges for
continued inclusion for trading on the exchanges.
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CERTAIN EFFECTS OF THE STOCK COMBINATION
Upon effectiveness of the Stock Combination, each option or warrant right
would entitle the holder to acquire a number of shares equal to the number of
shares which the holder was entitled to acquire prior to the Stock Combination
multiplied by the Exchange Number.
Upon effectiveness of the Stock Combination, the number of authorized
shares of Common Stock that are not issued or outstanding would increase
depending on the Exchange Number. The number of authorized shares of Common
Stock is 30,000,000. Although this increase could, under certain circumstances,
have anti-takeover effect (for example, by permitting issuances which would
dilute the stock ownership of a person seeking to effect a change in the
composition of the Board of Directors or contemplating a tender offer or other
transaction for the combination of the Company with another company), the Stock
Combination Proposal is not being proposed in response to any effort of which
the Company is aware to accumulate the Company's shares of Common Stock or
obtain control of the Company, nor is it part of a plan by management to
recommend a series of similar amendments to the Board of Directors and
shareholders.
Shareholders should recognize that if the Stock Combination is effectuated
they will own a fewer number of shares than they presently own (a number equal
to the number of shares owned immediately prior to the filing of the Amendment
divided by the Exchange Number) but that the total value, will be equal to the
total value prior to the Stock Combination. While the Company expects that the
Stock Combination will result in an increase in the market price of the Common
Stock, there can be no assurance that the Stock Combination will increase the
market price of the Common Stock by a multiple equal to the Exchange Number or
result in the permanent increase in the market price (which is dependent upon
many factors, including the Company's performance and prospects). Also, should
the market price of the Company's Common Stock decline, the percentage decline
may be greater than would pertain in the absence of a Stock Combination.
Furthermore, the possibility exists that liquidity in the market price of the
Common Stock could be adversely affected by the reduced number of shares that
would be outstanding after the Stock Combination. In addition, the Stock
Combination will increase the number of shareholders of the Company who own odd
lots (less than 100 shares). Shareholders who hold odd lots typically will
experience an increase in the cost of selling their shares, as well as greater
difficulty in effecting such sales. Consequently, there can be no assurance that
the Stock Combination will achieve the desired results that have been outlined
above.
PROCEDURE FOR EFFECTING STOCK COMBINATION AND EXCHANGE NUMBER
If the Amendment is approved by the Company's shareholders, and if the
Board of Directors still believes that the Stock Combination is in the best
interests of the Company and its shareholders, the Company will file the
Amendment with the Secretary of State of the State of Delaware at such time as
the Board of Directors has determined the appropriate Exchange Number and the
appropriate effective time for such Stock Combination. The Board of Directors
may delay effecting the Stock Combination until June 30, 1999 without
re-soliciting such shareholder approval. The Stock Combination will become
effective on the date of filing the Amendment (the "Effective Date"). Beginning
on the Effective Date, if the Stock Combination is approved by the shareholders,
each shareholder will, as soon as practicable after the Meeting, be notified
that their Old Shares have been converted to a reduced number of New Shares
pursuant to the Stock Combination and shareholders will then be asked to
exchange their certificates representing the Old Shares for new certificates
evidencing the New Shares. Fractional shares resulting from the Stock
Combination shall be rounded up to the nearest whole number.
FEDERAL INCOME TAX CONSEQUENCES OF THE STOCK COMBINATION
The following is a summary of certain material federal income tax
consequences of the Stock Combination, and does not purport to be complete. It
does not discuss any state, local, foreign or minimum income or other U.S.
federal tax consequences. Also, it does not address the tax consequences to
holders that are subject to special tax rules, such as banks, insurance
companies, regulated investment companies, personal holding companies, foreign
entities, nonresident alien
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<PAGE> 9
individuals, broker-dealers and tax-exempt entities. The discussion is based on
the provisions of the United States federal income tax law as of the date
hereof, subject to change retroactively as well as prospectively. This summary
also assumes that the Old Shares were, and the New Shares will be, held as a
"capital asset," as defined in the Internal Revenue Code of 1986, as amended
(generally, property held for investment). The tax treatment of a shareholder
may vary depending upon the particular facts and circumstances of such
shareholder.
EACH SHAREHOLDER SHOULD CONSULT WITH SUCH SHAREHOLDER'S OWN TAX ADVISOR
WITH RESPECT TO THE CONSEQUENCES OF THE STOCK COMBINATION. THIS SUMMARY OF
CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS NOT TO BE CONSTRUED AS AN OPINION BY
THE COMPANY AS TO THE TAX CONSEQUENCES, IF ANY, FOR ANY INDIVIDUAL, GROUP, OR
ENTITY.
The aggregate tax basis of the New Shares received in the Stock Combination
(including any fraction of a New Share deemed to have been received) will be the
same as the shareholder's aggregate tax basis in the Old Shares exchanged
therefor. The stockholder's holding period for the New Shares will include the
period during which the shareholder held the Old Shares surrendered in the Stock
Combination.
BOARD OF DIRECTORS' RECOMMENDATIONS; VOTE REQUIRED
The Board of Directors unanimously recommends a vote FOR the Stock
Combination. The affirmation vote of the holders of a majority of the
outstanding shares of Common Stock is required to approve the Stock Combination.
SOLICITATION OF PROXIES
The Company will pay the expenses of this proxy solicitation. In addition
to solicitation by mail, some of the officers and regular employees of the
Company may solicit proxies personally or by telephone, if deemed necessary. The
Company will request brokers and other fiduciaries to forward proxy soliciting
material to the beneficial owners of shares which are held of record by the
brokers and fiduciaries, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in connection therewith.
OTHER MATTERS
The Board is not aware of any matter, other than the matters described
above, to be presented for action at the Special Meeting. However, if any other
proper items of business should come before the Special Meeting, it is the
intention of the person or persons acting under the enclosed form of proxy to
vote in accordance with their best judgment on such matters.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED POSTAGE PAID RETURN ENVELOPE. A PROMPT RETURN OF
YOUR PROXY CARD WILL BE APPRECIATED, AS IT WILL SAVE THE EXPENSE OF FURTHER
MAILINGS.
By Order of the Board of Directors,
/s/ GERALD K. BECKMANN
Gerald K. Beckmann
Chairman, President and Chief Executive Officer
Irving, Texas
January 27, 1999
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FRONT OF PROXY CARD
Integrated Security Systems, Inc.
8200 Springwood Drive, Suite 230, Irving, TX 75063
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned shareholder of Integrated Security Systems, Inc. (the
"Company") hereby appoints Gerald K. Beckmann and Holly J. Burlage, as Proxies,
each with the power to appoint his substitute, and hereby authorizes them, to
represent and vote, as designated on the reverse, all shares of Common Stock of
Integrated Security Systems, Inc. (the "Company") held of record by the
undersigned on January 14, 1999, at the Special Meeting of Stockholders to be
held on February 15, 1999 or any adjournment thereof.
BACK OF PROXY CARD
1. To approve the amendment to the For Against Abstain
Company's Certificate of Incorporation [ ] [ ] [ ]
to effect the Stock Combination.
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS
WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR THE STOCK COMBINATION.
PLEASE CHECK HERE IF YOU PLAN TO ATTEND THE SPECIAL MEETING OF STOCKHOLDERS ON
FEBRUARY 15, 1999. [ ]
SIGNATURE DATE
-------------------------------- ---------------------------
SIGNATURE DATE
-------------------------------- ---------------------------
Signature if held jointly
Note: Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
