INTERLINK COMPUTER SCIENCES, INC.
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------
To Be Held February 5, 1998
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders of
INTERLINK COMPUTER SCIENCES, INC., a Delaware corporation (the "Company"), will
be held on Thursday, February 5, 1998 at 2:00 p.m., local time, at the Company,
47370 Fremont Boulevard, Fremont California 94538 for the following purposes:
1. To elect five directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected.
2. To approve an amendment to the 1992 Stock Option Plan to increase the
number of shares authorized to be issued thereunder from 2,105,000 to
2,405,000.
3. To ratify the appointment of Coopers & Lybrand L.L.P. as independent
accountants for the Company for the fiscal year ending June 30, 1998.
4. To transact such other business as may properly come before the meeting or
any adjournments thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only stockholders of record at the close of
business on December 15, 1997 are entitled to notice of and to vote at the
Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed Proxy as promptly as possible
in the postage-prepaid envelope enclosed for that purpose. Any stockholder
attending the Annual Meeting may vote in person even if he or she has returned a
Proxy.
Sincerely,
Augustus J. Berkeley
President and Chief Executive Officer
Fremont, California
December 29, 1997
YOUR VOTE IS IMPORTANT.
- --------------------------------------------------------------------------------
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED
TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN
IT IN THE ENVELOPE PROVIDED.
- --------------------------------------------------------------------------------
<PAGE>
INTERLINK COMPUTER SCIENCES, INC
-------------
PROXY STATEMENT FOR THE 1998
ANNUAL MEETING OF STOCKHOLDERS
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
INTERLINK COMPUTER SCIENCES, INC. (the "Company") for use at the Annual Meeting
of Stockholders to be held on Thursday, February 5, 1998 at 2:00 p.m., local
time, or at any adjournment thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Company's
principal executive offices are located at 47370 Fremont Boulevard, Fremont,
California 94538. The Company's telephone number is (510) 657-9800. The Annual
Meeting will be held at the Company, 47370 Fremont Boulevard, Fremont, CA 94538.
These proxy solicitation materials and the accompanying financial
information for the fiscal year ended June 30, 1997, including financial
statements, were first mailed on or about December 29, 1997 to all stockholders
entitled to vote at the Annual Meeting.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on December 15, 1997
(the"Record Date") are entitled to notice of and to vote at the Annual Meeting.
At the Record Date, 7,639,774 shares of the Company's Common Stock, $.001 par
value, were issued and outstanding and held of record by approximately 234
stockholders. No shares of the Company's Preferred Stock were outstanding.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
<TABLE>
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of October 31, 1997 by (i)
each person known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each executive officer named in the Summary Compensation Table below (14), and
(iv) all directors and executive officers as a group. Except as otherwise noted
below, the Company knows of no agreements among its stockholders which relate to
voting or investment power of its Common Stock.
<CAPTION>
COMMON STOCK APPROXIMATE
FIVE PERCENT STOCKHOLDERS, BENEFICIALLY PERCENTAGE
DIRECTORS AND CERTAIN EXECUTIVE OFFICERS OWNED OWNED (1)
- ---------------------------------------- ----- ---------
<S> <C> <C>
Entities affiliated with Advent (2) ........................ 447,232 5.86%
International Corp.
101 Federal Street
Boston, MA 02110
Charles W. Jepson (3)....................................... 164,958 2.13
Gloria M. Purdy (4)......................................... 114,083 1.47
Ronald W. Braniff (5)....................................... 53,708 *
Augustus J. Berkeley (6).................................... 52,733 *
D. Benedict Dulley (7)...................................... 46,720 *
Barbara A. Booth (8)........................................ 30,260 *
Thomas H. Bredt (9)......................................... 19,411 *
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK APPROXIMATE
FIVE PERCENT STOCKHOLDERS, BENEFICIALLY PERCENTAGE
DIRECTORS AND CERTAIN EXECUTIVE OFFICERS OWNED OWNED(1)
- ---------------------------------------- ----- ---------
<S> <C> <C>
Christopher A. Markle (10).................................. 19,117 *
Michael J. Satterwhite (11)................................ 8,073 *
Andrew I. Fillat (12)....................................... 5,000 *
All Directors and executive officers as a group(10 persons)(13) 961,295 11.97%
*Less than 1%
<FN>
(1) Applicable percentage of ownership is based on 7,638,423 shares of Common
Stock outstanding as of October 31, 1997 together with applicable options
for such stockholder. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission, and includes
voting and investment power with respect to shares. Shares of Common
Stock subject to options currently exercisable or exercisable within 60
days after October 31, 1997 are deemed outstanding for computing the
percentage ownership of the person holding such options, but are not
deemed outstanding for computing the percentage ownership of any other
person.
(2) Includes 38,629 held by Adtel L.P., 21,461 shares held by Adventact L.P.,
861 shares held by Advent International II L.P., 17,169 shares held by
Adwest L.P., 322,029 shares held by Global Private Equity II L.P. and 47,
083 shares held by Golden Gate Development and Investment L.P.
(collectively "Advent International").
(3) Includes 113,782 shares subject to stock options that are exercisable
within 60 days of October 31, 1997. Mr. Jepson resigned his executive
officer and director position on May 22, 1997 and entered into a
consulting relationship with the Company, whereby his options continued
to vest through November 21, 1997.
(4) Includes 96,083 shares subject to stock options that are exercisable
within 60 days of October 31, 1997. Ms. Purdy resigned her position as
Chief Financial Officer and Secretary on October 17, 1997, but will
remain with the Company until December 31, 1997.
(5) Includes 53,708 shares subject to stock options that are exercisable
within 60 days of October 31, 1997.
(6) Includes 49,523 shares subject to stock options that are exercisable
within 60 days of October 31, 1997.
(7) Includes 10,887 shares subject to stock options that are exercisable
within 60 days of October 31, 1997 and warrants to purchase 11,953 shares
held by Mr. Dulley and his family. Mr. Dulley resigned his position as
Vice President and as a member of the Board of Directors in December
1997. He is no longer an employee of the Company.
(8) Includes 19,479 shares subject to stock options that are exercisable
within 60 days of October 31, 1997.
(9) Includes 5,000 shares subject to stock options that are exercisable
within 60 days of October 31, 1997.
(10) Includes 18,824 shares subject to stock options that are exercisable
within 60 days of October 31, 1997.
(11) Includes 7,813 shares subject to stock options that are exercisable
within 60 days of October 31, 1997.
3
<PAGE>
(12) Includes 5,000 shares subject to stock options that are exercisable
within 60 days of October 31, 1997. Also excludes 447,232 shares owned by
entities affiliated with Advent International, of which Mr. Fillat is a
Senior Vice President. Mr. Fillat disclaims beneficial ownership of all
such shares held by those entities.
(13) Includes 392,052 shares subject to stock options and warrants that are
exercisable within 60 days of October 31, 1997.
(14) James A. Barth was named Vice President, Chief Financial Officer and
Secretary in November 1997. He is not a named executive officer in the
Summary Compensation Table and therefore does not appear in the Security
Ownership of Certain Beneficial Owners and Management Table below.
</FN>
</TABLE>
REVOCABILITY OF PROXIES
Any proxy given pursuant to the solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary of
the Company a written notice of revocation or a duly executed proxy or by
attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock
held by such stockholder on the Record Date on all matters presented at the
Annual Meeting. Stockholders do not have the right to cumulate votes in the
election of directors. A quorum comprising the holders of a majority of the
outstanding shares of Common Stock on the Record Date must be present or
represented for the transaction of business at the Annual Meeting. Abstentions
and broker non-votes will be counted as present for the purpose of determining
the presence of a quorum for the transaction of business.
The cost of soliciting proxies will be borne by the Company. The
Company has retained Boston Equiserve to provide proxy solicitation services in
connection with the Annual Meeting at an estimated cost of $1,000. In addition,
the Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain of
the Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT NEXT ANNUAL MEETING
Proposals of stockholders which are intended to be presented by such
stockholders at the Company's 1999 Annual Meeting of Stockholders must be
received by the Secretary of the Company at the Company's offices at 47370
Fremont Boulevard, Fremont, California 94538, no later than August 29, 1998 in
order that they may be included in the proxy statement and form of proxy
relating to that meeting.
4
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
A board of five directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the five nominees named below. In the event that any such nominee is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for a nominee who shall be designated by the present Board
of Directors to fill the vacancy. In the event that additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will assure the election of as many
of the nominees listed below as possible, and, in such event, the specific
nominees to be voted for will be determined by the proxy holders. The Company is
not aware of any nominee who will be unable or will decline to serve as a
director. Each director elected at this Annual Meeting will serve as a director
until the next Annual Meeting of Stockholders or until a successor has been duly
elected and qualified.
VOTE REQUIRED
If a quorum is present and voting, the five nominees receiving the
highest number of affirmative votes shall be elected to the Board of Directors.
Abstentions and broker non-votes are not counted in the election of directors.
<TABLE>
The names of the nominees and certain information about them are set
forth below:
<CAPTION>
DIRECTOR
NAME OF NOMINEE AGE POSITION(S) WITH THE COMPANY SINCE
--------------- --- ---------------------------- -----
<S> <C> <C> <C>
Augustus J. Berkeley............ 52 President, Chief Executive Officer and Director 1997
Thomas H. Bredt (1)............. 57 Chairman of the Board of Directors 1990
Ronald W. Braniff (1)(2)........ 61 Director 1993
Andrew J. Fillat (2)............ 49 Director 1994
Ralph B. Godfrey................ 57 Director 1997
<FN>
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
</FN>
</TABLE>
There are no family relationships between any of the directors or
executive officers of the Company.
Augustus J. Berkeley has served as President and Chief Executive
Officer from September 1997 to present and a member of the Board of Directors
from November 1997 to present. He has served as Vice President of Worldwide
Sales from January 1996 to September 1997. He also served as Vice President of
North American Sales from January 1995 to December 1995. From March 1993 to
January 1995, he served as Vice President of Sales and Marketing at CRAY
Research Superserver Inc., a computer systems company. From May 1990 to January
1993, Mr. Berkeley served as Vice President of Marketing at Sequoia Systems,
Inc., a computer systems company. Mr. Berkeley holds a B.S. in Economics and
Finance from the University of Southwestern Louisiana.
Thomas H. Bredt has served as a member of the Board of Directors since
March 1990 and as Chairman of the Board of Directors since May 1992. Mr. Bredt
has been a general partner with Menlo Ventures, a venture capital firm, from
April 1986 to the present. He also serves as a director and member of the
Compensation and Audit Committees of Red Brick Systems, a data warehousing
company, and as a director and member of the Compensation Committee of Clarify,
Inc. and FlexiInternational Software, Inc., application software companies. Mr.
Bredt holds a Ph.D. in Computer Sciences from Stanford University, an M.E.E.
from New York University and a B.S. in Engineering from the University of
Michigan.
5
<PAGE>
Ronald W. Braniff has served as a member of the Board of Directors
since March 1993. Mr. Braniff is a private investor and software business
consultant. He also serves as a director of Apsylog Inc., an application
software company, Consensys Software Inc., an applications software company, and
DB Star Inc., a systems development tools software company. Mr. Braniff served
as President and Chief Executive Officer of ASK Computer Systems, a computer
systems company from 1984 to 1989. From 1966 to 1984 he was employed by
Tymshare, a networking company, and held the position of Vice President and
General Manager of the Computer Systems Division. Mr. Braniff holds a B.S.M.E.
from Oregon State University.
Andrew I. Fillat has served as a member of the Board of Directors since
January 1994. From April 1989 to the present, Mr. Fillat has been a partner with
Advent International, a management company for several venture capital and
private equity funds, and from June 1995 to the present, he has served as Senior
Vice President with Advent International. He serves as a director and member of
the Compensation and Audit Committees of Advanced Radio Telecom, a wireless
services company, Voxware, Inc., a voice-compression and communications company,
and Lightbridge, Inc., a services and software provider to wireless carriers.
Mr. Fillat holds a B.S. and M.S. in Electrical Engineering and Computer Science
from the Massachusetts Institute of Technology and an M.B.A. from Harvard
Graduate School of Business Administration.
Ralph B. Godfrey has served as a member of the Board of Directors since
December 1997. From 1990 to the present, Mr. Godfrey has been with 3Com
Corporation ("3Com") serving in various capacities. Mr. Godfrey is currently
Senior Vice President of 3Com's Client Access Business Unit and is a member of
3Com's Executive Committee. Prior to Mr. Godfrey joining 3Com, he was President
of Unisys' Value-Added Marketing Division which was created following the
acquisition of Convergent Technologies in 1989. Mr. Godfrey had joined
Convergent Technologies in 1988 as Vice President of North American Sales. Prior
to Convergent Technologies, Mr. Godfrey spent 20 years with Hewlett-Packard
where he held a variety of sales management positions. Mr. Godfrey holds a B.S.
and M.S. in Electrical Engineering from Auburn University.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 13 meetings
during fiscal 1997. No director attended fewer than 75% of the meetings of the
Board of Directors or committees thereof, upon which such director served, if
any. The Board of Directors has an Audit Committee and a Compensation Committee.
The Board does not have a nominating committee or any committee performing
similar functions.
The Audit Committee, which currently consists of Messrs. Bredt and
Braniff, held 4 meetings in fiscal 1997. The Audit Committee oversees actions
recommended by the Company's independent accountants and reviews the Company's
internal financial controls.
The Compensation Committee, which consists of Messrs. Braniff and
Fillat, held one meeting in fiscal 1997. The Compensation Committee is
responsible for determining salaries, incentives and other forms of compensation
for directors, officers and other employees of the Company and administering
various incentive compensation and benefit plans.
The Board of Directors on January 22, 1997 created a Stock Option Plan
Committee. The Stock Option Plan Committee, consists of one member. Charles W.
Jepson served as its member from January 22, 1997 until his resignation from the
Company on May 22, 1997. Committee membership was vacant from that date until
November 20, 1997 when Augustus J. Berkeley became its member. The Stock Option
Plan Committee did not hold any meetings in fiscal year 1997. The Stock Option
Plan Committee is responsible for granting options on an ongoing basis to new
and existing employees of the Company pursuant to the designated guidelines
approved by the Board of Directors. The authority to grant options to employees
does not extend to the granting of options to officers or director-level
employees of the Company which options must be granted and approved by the Board
of Directors or the Compensation Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES TO BE ELECTED TO THE
BOARD OF DIRECTORS
6
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
The names, ages and positions of the Company's executive officers as of November
30, 1997 are as follows:
<CAPTION>
OFFICE
HELD
NAME AGE CURRENT POSITION WITH COMPANY SINCE
---- ---- ----------------------------- -----
<S> <C> <C> <C>
Augustus J. Berkeley............... 52 President, Chief Executive Officer and Director 1997
Barbara A. Booth................... 42 Vice President of Research and Development 1992
and Customer Support
D. Benedict Dulley................. 53 Vice President of the HARBOR Division and Director 1995
James A. Barth..................... 54 Vice President, Chief Financial Officer and Secretary 1997
Gloria M. Purdy.................... 50 Vice President, Former Chief Financial Officer 1992
and Former Secretary
Michael J. Satterwhite............. 41 Vice President of Human Resources 1996
Christopher A. Markle.............. 40 Vice President and Chief Technical Officer 1997
</TABLE>
Augustus J. Berkeley has served as President and Chief Executive
Officer from September 1997 to present and a member of the Board of Directors
from November 1997 to present. He has served as Vice President of Worldwide
Sales from January 1996 to September 1997. He also served as Vice President of
North American Sales from January 1995 to December 1995. From March 1993 to
January 1995, he served as Vice President of Sales and Marketing at CRAY
Research Superserver Inc., a computer systems company. From May 1990 to January
1993, Mr. Berkeley served as Vice President of Marketing at Sequoia Systems,
Inc., a computer systems company. Mr. Berkeley holds a B.S. in Economics and
Finance from the University of Southwestern Louisiana.
Barbara A. Booth served as Vice President of Research and Development
from December 1992 to October 1994 and has served as Vice President of Research
and Development and Customer Support from February 1996 to the present. From
September 1995 to February 1996, Ms. Booth was a business development consultant
for Inter-Island Systems Development & Integration. Ms. Booth co- founded and
served as Vice President of Technology for Viewpoint System Software, Inc., a
client/server tools company, from June 1988 until September 1992. Ms. Booth
holds a B.A. in Mathematics from the University of California at Berkeley.
D. Benedict Dulley has served as Vice President of the HARBOR Division
since the acquisition of New Era Systems Services, Ltd. in December 1995 and as
a member of the Board of Directors since January 1996. Mr. Dulley resigned his
position as Vice President and as a member of the Board of Directors in December
1997. He is no longer an employee of the Company. From August 1988 to December
1995, he served as President and Chief Executive Officer of New Era, now a
wholly-owned subsidiary of the Company. Mr. Dully holds a B.S. in Mathematics
from the University of Nottingham in the United Kingdom.
James A. Barth has served as Vice President, Chief Financial Officer
and Secretary from November 1997 to the present. From September 1995 to October
1997, Mr. Barth was Executive Vice President, Chief Financial Officer and
Secretary of MagiNet Corporation ("MagiNet")., an international provider of
interactive entertainment and information systems for hotels. From October 1994
to September 1995, he served as Vice President of Finance, Chief Financial
Officer and Secretary of MagiNet. From March 1994 to October 1994, he served as
Vice President and Chief Financial Officer of ACC Microelectronics Corporation,
a semiconductor company. From 1982 to March 1994, he served as Vice President
and Chief Financial Officer of Rational Software Corporation, a developer of
object-oriented software engineering tools. Mr. Barth is a certified public
accountant and holds a B.S. in business administration from the University of
California Los Angeles.
Gloria M. Purdy has served as Vice President, Chief Financial Officer
and Secretary from January 1996 to October 1997 at which time she resigned her
positions but will remain with the Company until December 31, 1997. She also
served as Chief Financial Officer of the Company from June 1992 to October
7
<PAGE>
1992 and from February 1993 to May 1994. Ms. Purdy also served as Vice President
of International Operations from February 1994 to September 1995 and Vice
President of Business Development from October 1995 to January 1996. She served
as Chief Financial Officer for Viewpoint System Software, Inc., a client/server
tools company, from 1990 to 1992. Ms. Purdy holds a B.S. in Accounting from
Golden Gate University.
Michael J. Satterwhite has served as Vice President of Human Resources
from September 1996 to the present. From October 1995 to September 1996 he was
Worldwide Director of Human Resources for Software Publishing Corporation
("SPC"), a visual communications software company. From June 1993 to October
1995, Mr. Satterwhite was the Manager of Human Resources at SPC. From June 1992
to June 1993, he was Manager of Human Resources at Oracle Corporation, an
information management software company. From 1990 to June 1992, he was Manager
of recruiting and employment at International Business Machines, Inc. Mr.
Satterwhite holds a B.S. in Organization Behavior from the University of San
Francisco.
Christopher A. Markle has served as Vice President of Strategic
Marketing from December 1996 to the present and was also appointed as the Chief
Technical Officer in November 1997. He also served as the Company's Director of
Marketing from June 1993 to December 1996 and as Director of Engineering from
April 1990 to June 1993. Mr. Markle holds a B.S. in Computer Science from the
Virginia Polytechnic Institute.
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
<TABLE>
The following table sets forth all compensation for services rendered
in all capacities during the fiscal year ended June 30, 1997 awarded to, earned
by, or paid to (i) the Company's Chief Executive Officer and (ii) the Company's
other most highly compensated officers whose salary and bonus for such fiscal
year exceeded $100,000 and who were serving as an officer of the Company as of
the end of such fiscal year (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------
COMPENSATION(1)
--------------- SECURITIES
FISCAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(#) COMPENSATION(2)
- --------------------------- ---- ------ ----- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Charles W. Jepson (3) ................ 1997 $200,000 $104,827 114,000 $ 3,362
Former President and Former Chief . 1996 190,008 95,300 29,000 1,339
Executive Officer
Ronald W. Braniff (4) ................ 1997 31,000 -- 63,000 --
Interim Chief Executive Officer ... 1996 -- -- -- --
Augustus J. Berkeley (5) ............. 1997 222,817 11,341 65,000(6) 1,099
Vice President Worldwide Sales .... 1996 305,656 8,789 30,000 4,929
Gloria M. Purdy ...................... 1997 160,500 67,703 30,000 1,333
Vice President, Chief Financial ... 1996 150,000 60,000 15,000 3,759
Officer and Secretary
Barbara A. Booth ..................... 1997 143,640 48,691 -- 807
Vice President of Research and
Development ..and Customer Support
Christopher A. Markle ................ 1997 118,834 21,821 22,500(7) 619
Vice President and Chief Technical
Officer
<FN>
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those cases where the aggregate amount to such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total annual salary and bonus for the Named Executive
Officer for such year.
8
<PAGE>
(2) Includes premiums paid by the Company on life insurance policies where the
Company was not the beneficiary, auto allowances, and travel advances.
(3) Mr. Jepson resigned his executive officer and Director position on May 22,
1997 and entered into a consulting relationship with the Company, whereby
his options continued to vest through November 21, 1997.
(4) Mr. Braniff assumed the position of Interim Chief Executive Officer from
May 1997 to September 1997. Mr. Braniff has been compensated on a
consulting basis for the period May 1997 to September 1997.
(5) Salary amount includes $72,817 and $205,648 of commissions in 1997 and
1996, respectively.
(6) Reflects 65,000 options that were repriced in May 1997, replacing options
that were granted in November 1996 and March 1997.
(7) Reflects 15,000 options that were repriced in May 1997, replacing options
that were granted in December 1996.
</FN>
</TABLE>
OPTION GRANTS IN FISCAL YEAR 1997
<TABLE>
The following table sets forth information regarding the grant of stock
options to each of the Named Executive Officers during the fiscal year ended
June 30, 1997.
<CAPTION>
OTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
---------------------------------------------------------- ANNUAL RATES OF
NUMBER OF PERCENTAGE OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(1)
OPTIONS EMPLOYEES IN PRICE EXPIRATION --------------
NAME GRANTED FISCAL 1997 PER SHARE(3) DATE 5% 10%
---- --------- ----------- ------------ ---- -- ---
<S> <C> <C> <C> <C> <C> <C>
Charles W. Jepson .................... 114,000(2) 20.0% $ 9.00 11/4/2003 $417,685 $973,384
Ronald W. Braniff .................... 15,000(4) 2.6% $10.00 8/15/2006 94,334 239,061
48,000(5) 8.4% $ 7.25 5/23/2004 141,671 330,154
Gloria M. Purdy ...................... 30,000(2) 5.3% $ 9.00 11/4/2003 109,917 256,154
August J. Berkeley ................... 23,000(2)(6) 4.0% $ 8.13 5/2/2004 76,077 177,292
42,000(2)(7) 7.4% $ 8.13 5/2/2004 138,923 323,750
Christopher A. Markle ................ 7,500(2) 1.3% $ 9.00 11/4/2003 27,479 64,038
15,000(2)(8) 2.6% $ 8.13 5/2/2004 49,615 115,625
<FN>
(1) This column shows the hypothetical gains or "option spreads" of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full seven-year term of the options. The 5% and 10% assumed
rates of appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate or
projection of future Common Stock prices. The gains shown are net of the
option exercise price, but do not include deductions for taxes or other
expenses associated with the exercise of the option or the sale of the
underlying shares. The actual gains, if any, on the exercise of stock
options will depend on the future performance of the Common Stock, the
option holder's continued employment through the option period, and the
date on which the options are exercised.
(2) Options vest as of 9/48th of the option shares after nine months from the
vesting commencement date and as to 1/48th of the option shares each month
thereafter, with full vesting occurring on the fourth anniversary of the
vesting commencement date.
(3) Options were granted at an exercise price equal to the fair market value of
the Company's Common Stock. Exercise price may be paid in cash, promissory
note, by delivery of already-owned shares subject to certain conditions, or
pursuant to a cashless exercise procedure under which the optionee provides
irrevocable instructions to a brokerage firm to sell the purchased shares
and to remit to the Company, out of the sale proceeds, an amount equal to
the exercise price plus all applicable withholding taxes.
9
<PAGE>
(4) Option was granted under the 1996 Director option plan at an exercise price
equal to the fair market value of the Company's Common Stock on the date of
grant. Options vest as to 1/48th of the option shares each month, with full
vesting occurring on the fourth anniversary of the vesting commencement
date. These options expire ten years from the date of grant.
(5) Option was granted under an agreement between Mr. Braniff and the Company,
whereby Mr. Braniff was to act as Interim Chief Executive Officer until a
full-time Chief Executive Officer was hired. Options vest as to 1/12th of
the option shares each month, with full vesting occurring on the
anniversary of the vesting commencement date. Options are also subject to
certain acceleration clauses.
(6) Reflects options that were repriced in May 1997, replacing options granted
in November 1996.
(7) Reflects options that were repriced in May 1997, replacing options granted
in March 1997.
(8) Reflects options that were repriced in May 1997, replacing options granted
in December 1996.
</FN>
</TABLE>
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
<TABLE>
The following table sets forth certain information regarding stock
options held as of June 30, 1997 by the Named Executive Officers.
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Options at June 30, 1997 June 30, 1997 (2)
Shares Acquired Value ------------------------- -----------------
Name on Exercise Realized (1) Vested Unvested Vested Unvested
---- ----------- ------------ ------ -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Charles W. Jepson........ 53,000 $456,280 86,969 129,531 $577,504 $101,459
Ronald W. Braniff........ - - 26,958 57,042 136,510 24,115
Gloria M. Purdy.......... 20,000 246,000 83,313 34,187 517,382 60,056
Augustus J. Berkeley..... 20,000 208,000 31,979 88,021 208,663 150,212
Barbara A. Booth......... - - 14,167 28,333 51,355 102,707
Christopher A. Markle.... 3,000 34,650 16,428 28,072 80,701 1,399
<FN>
(1) "Value Realized" represents the fair market value of the underlying
securities on the exercise date minus the aggregate exercise price of such
options.
(2) Calculated on the basis of fair market value of the underlying securities
as June 30, 1997 of $7.625 per share, the last trading day of fiscal year
1997, as reported by the Nasdaq National Market, minus the aggregate
exercise price.
</FN>
</TABLE>
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
Mr. Berkeley, Mr. Barth, Ms. Purdy and Ms. Booth each have entered into
letter agreements with the Company which provide for severance payments if they
are terminated without cause. Mr. Berkeley will be entitled to severance
payments equal to twelve months salary, Mr. Barth and Ms. Purdy will be entitled
to severance payments equal to six months salary, and Ms. Booth will be entitled
to severance payments equal to three months salary. All of the Named Executive
Officers' employment with the Company is terminable at will.
10
<PAGE>
DIRECTOR COMPENSATION
Members of the Company's Board of Directors that are employees of the
Company do not receive compensation for their services as directors. The
Company's 1996 Director Option Plan provides that options will be granted to
non-employee directors of the Company pursuant to an automatic nondiscretionary
grant mechanism. Upon joining the Board of Directors, each new non-employee
director will automatically be granted an option to purchase 15,000 shares of
Common Stock and each non-employee director will subsequently be granted an
additional option to purchase 3,750 shares of Common Stock annually, each such
option to be granted at the fair market value of the Common Stock on the date of
grant. The initial option grant of 15,000 shares vests at a rate of 1/48th of
the shares per month following the date of grant, and the subsequent option
grant of 3,750 shares vests at the end of four years. In addition, the Company
reimburses the reasonable travel expenses of the directors.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the 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 initial
ownership and changes in ownership with the Securities and Exchange Commission
("SEC") and the National Association of Securities Dealers, Inc. Executive
officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file. Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons, the Company
believes that during fiscal 1997 all executive officers and directors of the
Company complied with all applicable filing requirements.
REPORT OF THE COMPENSATION COMMITTEE
The following is the Report of the Compensation Committee of the
Company describing the compensation policies and rationale applicable to the
Company's executive officers with respect to the compensation paid to such
executive officers for the fiscal year ended June 30, 1997. The information
contained in the report shall not be deemed to be "soliciting material" or to be
"filed" with the Securities and Exchange Commission nor shall such information
be incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates it by reference into such
filing.
General. The responsibilities of the Compensation Committee are to
administer the Company's various incentive plans, including the Company's 1992
Stock Option Plan and the 1996 Employee Stock Purchase Plan, and to set
compensation policies applicable to the Company's executive officers. The
Committee's fundamental policy is to offer the Company's executive officers
competitive compensation opportunities based upon overall Company performance,
their individual contribution to the financial success of the Company and their
personal performance. It is the Committee's objective to have a substantial
portion of each officer's compensation contingent upon the Company's
performance, as well as upon such officer's own level of performance.
Accordingly, each executive officer's compensation package comprises three
elements: (i) base salary, which is established primarily on the basis of
individual performance and market considerations; (ii) annual variable
performance awards payable in cash and tied to the Company's achievement of
financial performance goals and the executive's contribution; and (iii)
long-term stock-based incentive awards, which strengthen the mutuality of
interests between the executive officers and the stockholders.
Base Salary. Base salary is primarily used by the Company as a device
to attract, motivate, reward and retain highly skilled executives. The Committee
reviewed and approved fiscal year 1997 base salaries for the Chief Executive
Officer and other executive officers at the beginning of the fiscal year. Base
salaries were established by the Committee based on an executive officer's job
responsibilities, level of experience, individual performance, contribution to
the business, the Company's financial performance for the past year and
recommendations from management. The Committee also took into account the
salaries for similar positions at comparable companies, based on each individual
Committee member's industry experience. In reviewing base salaries, the
Committee focused significantly on each executive officer's
11
<PAGE>
prior performance with the Company and expected contribution to the Company's
future success. In making base salary decisions, the Committee exercised its
discretion and judgment using these factors. No specific formula was applied to
determine the weight of each factor.
Annual Incentive Bonuses. Each executive officer's bonus is based on
qualitative and quantitative factors. Bonuses are intended to motivate and
reward executive officers by directly linking the amount of the bonus to
specific Company-based performance targets. Annual incentive bonuses for
executive officers are intended to reflect the Committee's belief that a portion
of the compensation of each executive officer should be contingent upon the
performance of the Company. To carry out this philosophy, the Board reviews and
approves the financial budget for the fiscal year. The Committee then
establishes target bonuses for each executive officer as a percentage of the
officer's base salary. The executive officers, must successfully achieve these
performance targets, which are submitted by management to the Committee for its
evaluation and approval at the beginning of the fiscal year. Company-based
performance goals are tied to different indicators of Company performance, such
as the operating results of the Company. The Committee evaluates the completion
of the Company-based performance targets and approves a performance rating
relative to the goals completed. This scoring is influenced by the Committee's
perception of the importance of the various corporate goals. The Committee
believes that the bonus arrangement provides an excellent link between the
Company's earnings performance and the incentives paid to executives.
Stock Options. The Committee provides the Company's executive officers
with long-term incentive compensation through grants of stock options under the
Company's 1992 Stock Option Plan. The Committee believes that stock options
provide the Company's executive officers with the opportunity to purchase and
maintain an equity interest in the Company and to share in the appreciation of
the value of the Company's Common Stock. The Committee believes that stock
options directly motivate an executive to maximize long-term stockholder value.
The options also use vesting periods that encourage key executives to continue
in their employment with the Company. All options granted to executive officers
to date have been granted at the fair market value of the Company's Common Stock
on the date of grant. The Committee considers the grant of each option
subjectively, considering factors such as the executive officer's relative
position and responsibilities with the Company, the individual performance of
the executive officer over the previous fiscal year, and the anticipated
contribution of the executive officer to the attainment of the Company's
long-term strategic performance goals. Stock options granted in prior years are
also taken into consideration. The Committee views stock option grants as an
important component of its long-term, performance-based compensation philosophy.
CEO Salary. The compensation of Mr. Jepson, Former President and Chief
Executive Officer of the Company, consisted of base salary, an annual bonus and
incentive stock options. The Board of Directors periodically reviews the CEO's
base salary and bonus and revises his compensation based on the Board's overall
evaluation of his performance toward the achievement of the Company's financial,
strategic and other goals, with consideration given to his length of service and
to comparative chief executive officer compensation information. The
Compensation Committee believes that the Company's success is dependent in part
upon the efforts of its Chief Executive Officer. In fiscal 1997, Mr. Jepson
earned a base salary of $200,000 as set by the Compensation Committee and earned
a bonus of $105,000 which was based on the Company achieving certain levels of
operating profit and performance objectives. Mr. Jepson also received an option
to purchase 114,000 shares of Common Stock of the Company (with an exercise
price of 100% of market value of the Common Stock on the date of grant). This
stock option grant was primarily based on the performance of the Company and Mr.
Jepson's significant contribution to that performance in terms of both
leadership and strategic vision.
Option Repricing Report. In May 1997, all employees who held
outstanding options under the Company's stock options plans, including all
executive officers, were given the opportunity to reprice outstanding stock
options to the then current market price of $8.13 per share in return for
changing the vesting start date of the option to a point six months after the
original start date. The Company took this action to retain key employees at a
time of intense competition for experienced personnel. There were no separate
analyses of the impact of the repricing on the overall compensation of the
executive officers or any other employees.
12
<PAGE>
<TABLE>
The following table provides the specified information concerning all
repricings of options to purchase the Company's Common stock held by any
executive officer of the Company since August 15, 1996, the date of the
Company's initial public offering:
<CAPTION>
TEN-YEAR OPTION REPRICINGS
Number of Length of Original
Securities Market Price Option Term
Underlying of Stock at Exercise Price Remaining at Date
Options Time of at Time of New of Repricing or
Repriced or Repricing or Repricing or Exercise Amendment
Name and Position Date Amended Amendment Amendment Price (months)
- ----------------- ---- -------- --------- ---------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Augustus J. Berkeley........ 5/2/97(1) 42,000 $8.13 $12.13 $8.13 82
President and Chief 23,000 $8.13 $ 9.00 $8.13 78
Executive Officer
Christopher A. Markle....... 5/2/97(1) 15,000 $8.13 $16.25 $8.13 77
Vice President and Chief
Technical Officer
D. Benedict Dulley.......... 5/2/97(1) 12,500 $8.13 $12.00 $8.13 71
Vice President of HARBOR
Division and Director (2)
<FN>
(1) Options that were repriced in May 1997 were subject to a similar vesting
schedule commencing six months after the original vesting commencement
date.
(2) Mr. Dulley resigned his position as Vice President and as a member of the
Board of Directors in December 1997. He is no longer an employee of the
Company.
</FN>
</TABLE>
Respectfully submitted by members of the Compensation Committee:
Ronald W. Braniff
Andrew I. Fillat
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders of
the Company's Common Stock from August 15, 1996 (the date the Company first
became subject to the reporting requirements of the Securities Exchange Act of
1934, as amended) through June 30, 1997 to the cumulative total return over such
period of (i) the Nasdaq Stock Market-U.S. Index and (ii) the H&Q Technology
Index. (1)
COMPARISON OF CUMULATIVE TOTAL RETURN (*)
AMONG INTERLINK COMPUTER SCIENCES, INC., THE NASDAQ STOCK MARKET-US
INDEX
AND THE HAMBRECHT & QUIST TECHNOLOGY INDEX
INTERLINK COMPUTER NASDAQ STOCK HAMBRECHT & QUEST
SCIENCE, INC. MARKET (U.S.) TECHNOLOGY
------------------ ------------- -----------------
8/15/96 $100 $100 $100
6/30/97 $ 76 $127 $151
* $100 INVESTED ON 8/15/97 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
(1) The graph assumes that $100 was invested on August 15, 1996 (the date the
Company first became subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended) in the Company's Common Stock
and in the Nasdaq Stock Market-U.S. Index and in the H & Q Technology Index
and that all dividends were reinvested. No dividends have been declared or
paid on the Company's Common Stock. Stockholder returns over the indicated
period should not be considered indicative of future stockholder returns.
The information contained in the Performance Graph shall not be deemed
to be "soliciting material" or to be "filed" with the Securities and Exchange
Commission, nor shall such information be incorporated by reference into any
future filing under the Securities Act or the Exchange Act, except to the extent
that the Company specifically incorporates it by reference into such filing.
14
<PAGE>
PROPOSAL TWO
AMENDMENT TO THE 1992 STOCK OPTION PLAN
On October 29, 1997, the Board amended the 1992 Plan, subject to
shareholder approval, to increase the number of shares authorized to be issued
thereunder from 2,105,000 to 2,405,000. As of October 31, 1997, options to
purchase 1,527,559 shares were outstanding under the 1992 Plan, with exercise
prices ranging from $.70 to $16.25, a weighted average exercise price of $5.12,
and expiration dates ranging from January 28, 2000 to October 1, 2007, and 193
persons were eligible to participate in the 1992 Plan.
The Board of Directors now seeks shareholder approval of the amendment
to the Company's 1992 Plan to increase the number of shares of the Company's
Common Stock available for issuance thereunder by 300,000 shares from a total of
2,105,000 shares to a total of 2,405,000 shares. An increase in the number of
shares reserved for issuance under the 1992 Plan is needed to enable the Company
to continue to grant options to employees in accordance with its existing
compensation policies. Management of the Company believes that the ability to
grant options to employees is essential to the Company's ability to attract and
retain highly qualified employees.
A summary of the principal provisions of the 1992 Plan is set forth
below:
1992 Stock Option Plan. The Company's 1992 Stock Option Plan (as
amended, the "1992 Plan") was adopted by the Board of Directors in June 1992,
approved by the Company's stockholders in July 1992 and amended in June 1996. In
June 1996 and July 1996, the Board of Directors and the stockholders approved an
increase in the number of shares of Common Stock reserved under the 1992 Plan by
1,000,000 shares to 2,105,000 shares. The 1992 Plan provides for grants of
incentive stock options, restricted stock and stock purchase rights to employees
(including officers and employee directors) and consultants of the Company. The
purpose of the 1992 Plan is to attract and retain the best available personnel
to the Company and to encourage stock ownership by employees, officers, and
consultants of the Company to give them a greater personal stake in the success
of the Company. The 1992 Plan is presently being administered by the Board of
Directors, which determines optionees and the terms of options granted,
including exercise price, number of shares subject to the option and the
exercisability thereof.
The terms of options granted under the Plan generally may not exceed
ten years. However, the term of all incentive stock options and nonstatutory
stock options granted to an optionee who, at the time of grant, owns stock
representing more than 10% of the Company's outstanding capital stock, may not
exceed five years. The vesting of all stock option grants is determined by the
Board of Directors. Generally options granted under the 1992 Plan vest and
become exercisable starting nine months after the date of grant, with 9/48th of
the shares subject to the option becoming exercisable at that time and an
additional 1/48th of such shares subject to the option becoming exercisable each
month thereafter. No option may be transferred by the optionee other than by
will or the laws of descent or distribution, and each option may be exercised,
during the lifetime of the optionee, only by such optionee. An optionee whose
relationship with the Company or any related corporation ceases for any reason
(other than by death or permanent and total disability) may exercise options in
the 30-day period following such cessation (unless such options terminate or
expire sooner by their terms) or in such longer period as is determined by the
Board of Directors. In the event of a merger of the Company with or into another
corporation, all outstanding options may either be assumed or an equivalent
option may be substituted by the surviving entity or, if such options are not
assumed or substituted, such options shall terminate as of the date of the
closing of the merger. The exercise price of incentive stock options granted
under the 1992 Plan must be at least equal to the fair market value of the
shares on the date of grant. The exercise price of nonstatutory stock options
granted under the 1992 Plan is determined by the administrator. With respect to
any participant who owns stock possessing more than 10% of the voting rights of
the Company's outstanding capital stock, the exercise price of the any incentive
stock option or any nonstatutory stock option granted must equal at least 110%
of the fair market value on the grant date. The consideration for exercising any
incentive stock option or any nonstatutory stock option may consist of cash,
check, promissory note, delivery of already-
15
<PAGE>
owned shares of the Company's Common Stock subject to certain conditions,
delivery of a properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company the amount of sale
or loan proceeds required to pay the exercise price, a reduction in the amount
of any Company liability to an optionee, or any combination of the foregoing
methods of payments or such other consideration or method of payment to the
extent permitted under applicable law. No incentive stock options may be granted
to a participant, which, when aggregated with all other incentive stock options
granted to such participant, would have an aggregate fair market value in excess
of $100,000 becoming exercisable in any calendar year.
The affirmative votes of the holders of a majority of the shares of the
Company's stock present or represented and voting at the Annual Meeting will be
required to approve this proposal. The Company's Board of Directors has approved
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE AMENDMENT OF THE 1992 STOCK
OPTION PLAN
PROPOSAL THREE
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P.,
independent accountants, to audit the financial statements of the Company for
the current fiscal year ending June 30, 1998. The Company expects that a
representative of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting, will have the opportunity to make a statement if he or she desires to
do so, and will be available to answer any appropriate questions.
The affirmative votes of the holders of a majority of the shares of the
Company's stock present or represented and voting at the Annual Meeting will be
required to approve this proposal. The Company's Board of Directors has approved
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION
OF COOPERS & LYBRAND L.L.P.
OTHER MATTERS
The Company knows of no other matters to be addressed at the Annual
Meeting. If any other matters are properly addressed at the Annual Meeting, it
is the intention of the persons named in the accompanying proxy to vote the
shares represented in the manner as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
Dated: December 29, 1997
16
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
[X] Please Mark
votes as in
this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE ELECTION OF DIRECTORS,
AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: 2. AMENDMENT TO 1992 STOCK [ ] [ ] [ ]
Nominees: Augustus J. Berkeley, Thomas H. Bredt, OPTION PLAN:
Ronald W. Braniff, Andrew I. Fillat, Ralph B. Godfrey Increase the number of shares
authorized to be issued thereunder
from 2,105,000 to 2,405,000.
3. RATIFICATION OF INDEPENDENT FOR AGAINST ABSTAIN
FOR WITHHELD ACCOUNTANTS: [ ] [ ] [ ]
[ ] [ ] Coopers & Lybrand L.L.P.
[ ]______________________________________
For all nominees except as noted above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
(This proxy should be marked, dated and signed by the
shareholder(s) exactly as his or her name appears hereon,
and returned promptly in the enclosed envelope. Persons
signing in a fiduciary capacity should so indicate. If
shares are held by joint tenants or as community property,
both should sign.)
Signature: Date: Signature: Date:
</TABLE>
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
INTERLINK COMPUTERS SCIENCES, INC.
1998 ANNUAL MEETING OF STOCKHOLDERS
FEBRUARY 5, 1998
The undersigned stockholder of INTERLINK COMPUTER SCIENCES, INC., a Deleware
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated December 29, 1997, and hereby
appoints Augustus J. Berkeley proxy and attorney-in-fact, with full power to
each of substitution, on behalf and in the name of the undersigned, to represent
the undersigned at the 1998 Annual Meeting of Stockholders of INTERLINK COMPUTER
SCIENCES, INC., to be held on February 5, 1998 at 2:00 p.m. local time, at the
Company, 47370 Fremont Boulevard, Fremont, California 94538 and at any
adjournments thereof, and to vote all shares of Common Stock which the
undersigned would be entitled to vote if then and there personally present, on
the matter set forth on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSDE
SIDE
