[VERAMARK LOGO]
VERAMARK TECHNOLOGIES, INC.
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 1999
TO THE STOCKHOLDERS OF
VERAMARK TECHNOLOGIES, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of
Veramark Technologies, Inc. (the "Corporation" or "the Company") will be held
at Oak Hill Country Club, Rochester, New York, on May 18, 1999, beginning at
10:00 AM, local time, for the following purposes:
(1) To elect six Directors, each to serve a term of one year;
(2) To vote upon an amendment of the Corporation's Certificate of
Incorporation to increase the number of shares of common stock
the Corporation is authorized to issue from 20,000,000 to
40,000,000;
(3) To approve the appointment of independent auditors for the year
ending December 31, 1999.
The Board of Directors has fixed the close of business on March 22, 1999
as the record date for the determination of Stockholders entitled to notice of
and vote at the meeting.
All Stockholders are invited to attend the meeting in person. HOWEVER,
IF YOU ARE UNABLE TO ATTEND THE MEETING, IT IS NEVERTHELESS IMPORTANT THAT YOUR
STOCK BE REPRESENTED. A Proxy is enclosed for that purpose. Please sign, date
and return promptly the enclosed Proxy in the accompanying envelope. No
postage is necessary if mailed in the United States.
Your attention is directed to the Proxy Statement submitted with this
notice.
Dated: March 23, 1999 By Order of the Board of Directors
Robert L. Boxer, Secretary
<PAGE>
VERAMARK TECHNOLOGIES, INC.
3750 MONROE AVENUE
PITTSFORD, NEW YORK 14534
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 1999
This Proxy Statement is furnished in connection with solicitation of the
enclosed proxy by the Board of Directors of Veramark Technologies, Inc. (the
"Corporation") in connection with the Annual Meeting of Stockholders of the
Corporation to be held on May 18, 1999. The principal executive offices of the
Corporation are located at 3750 Monroe Avenue, Pittsford, New York 14534.
The close of business on March 22, 1999 has been fixed as the record date
for determination of the stockholders entitled to notice of, and to vote at,
the meeting. On that date there were outstanding and entitled to vote
7,603,114 shares of common stock, par value $.10 per share, of the Corporation
(the "Common Stock") each of which is entitled to one vote on each matter at
the meeting. The approximate date on which this Proxy Statement and the
enclosed proxy are being sent to stockholders is April 9, 1999.
The enclosed proxy, if properly completed, signed and returned prior to
the meeting, will be voted at the meeting in accordance with the choices
specified thereon and, if no choices are specified, will be voted "FOR" (i) the
election as Directors of the persons nominated by the Board of Directors, (ii)
the amendment to the Corporation's Certificate of Incorporation to increase the
authorized capital stock of the Corporation, and (iii) for the appointment of
Arthur Andersen, LLP as independent auditors for 1999. A stockholder giving a
proxy may revoke it at any time before it has been voted at the meeting. The
Corporation will bear the cost of its solicitation of proxies for use at the
Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 18, 1999, with
respect to the persons believed by the Company, to be the beneficial owners of
more than 5% of its outstanding Common Stock, by certain executive officers and
by all Directors and Officers as a group. Further information is presented
under "Election of Directors." Beneficial ownership is used in this proxy
statement as defined in Rule 13d-3 under the Securities Exchange Act of 1934.
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES(1) PERCENT OF
CLASS (5)
<S> <C> <C>
Albert J. Montevecchio 988,628 (2) 13%
20 Fairfield Drive
Fairport, New York 14450
Executive Officers:
David G. Mazzella, President, CEO,Chairman 147,000 1.9%
Paul T. Babarik, VP Sales,Telemanagement 37,775 .5%
Robert L. Boxer, VP, General Counsel 52,088 .7%
James W. Karr, VP Sales, Billing & Customer Care 8,855 .1%
John P. King, VP Product Management 4,874 *
Ronald C. Lundy, Treasurer 7,191 .1%
Douglas F. Smith, VP Operations 10,940 .1%
All Directors and Officers as a Group 372,503 4.8%
(12 Individuals)
</TABLE>
(1) Includes shares which can be acquired within 60 days through the exercise
of stock options or warrants as follows: Mazzella - 125,000; Babarik -
25,625; Boxer - 37,500; Karr - 5,250; King - 4,000; Lundy - 6,250;
Smith - 10,750; and all directors and officers as a group - 281,483.
(2) Includes 237,056 shares owned by Montevecchio Associates, a Limited
Partnership of which Albert J. Montevecchio is a General Partner.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the meeting, six directors, comprising the entire membership of the
Board of Directors of the Company, are to be elected. Each elected Director
will serve until the next Annual Meeting following the completion of their
terms or until their successors are elected.
The shares represented by the enclosed Proxy will be voted for the
election as directors of the six nominees named below. All of such nominees
are members of the present Board. If any nominee becomes unavailable to stand
for re-election for any reason or if a vacancy on the Board shall occur before
the election (which events are not anticipated), the holders of the Proxy may
vote for such other person in accordance with their best judgment, but not more
than six persons may be voted to serve as directors.
The information appearing in the following table, with notes thereto,
has been furnished to the Company by the respective nominees. All figures for
securities owned are as of March 18, 1999.
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial
Ownership
Common Stock Percentage
Principal Occupation Director of Common Stock
Name of Nominee Age For Past Five Years Since
<S> <C> <C> <C> <C> <C>
John E. Gould 54 For more than five years, a Partner 1997 18,183 (6) .2%
(1) (2) (3) (5) in Gould & Wilkie, a general
practice law firm in New York City.
Mr. Gould is also Chairman of the
American Geographical Society and a
Director of Harvard Club of New York
City.
William J. Reilly 50 Executive Vice President of 1997 18,383 (6) .2%
(2) (3) (4) (5) Checkpoint Systems, Inc., (NYSE:CKP)
a manufacturer and distributor of
systems for electronic article
surveillance, electronic access
control, closed circuit television
and radio frequency identification
for more than five years.
David G. Mazzella 58 President and Chief Executive 1997 147,000 (7) 1.9%
(1) (4) Officer of the Company since June
1997. President and Chief Operating
Officer of the Company from February
1997 until June 1997. From June
1994, to February 1997, engaged in
management consulting. Chairman of
the Board of the Company since
December 1998. From January 1992 to
June 1994, President and CEO of
Scotgroup Enterprises, Inc., which
was engaged in the development and
sale of telecommunications software
equipment and the sale of paging and
cellular telephone services.
John E. Mooney 54 Chairman of the Board of the Company 1985 59,754 (8) .8%
(1) (2) (3) (4) (5) from June 1997 until December 1998.
President and CEO of Essex Partners,
Inc., a real estate investment and
management firm since August 1998.
For more than five years prior to
August 1998, Chief Executive Officer
of Essex Investment Group, an
investment management and financial
services firm, General Partner of
Cephis Capital, a venture capital
fund, and Director of Performance
Technologies, Inc. (Nasdaq:PTIX), a
manufacturer of computer boards and
products.
James R. Scielzo 56 Since 1994, Senior Vice President 1999 --- ---
and Chief Technology Officer for
Young & Rubicam, Inc. (NYSE:YNR), a
global corporate communications,
advertising and public relations
firm. Prior to that, was Senior
Vice President/Chief Technology
Officer at Wundermann Cajo Johnson,
the direct response advertising
subsidiary of Young & Rubicam, and
the Director of Systems Development
for Young & Rubicam.
Robert W. Stubbs 64 Since 1993, Principal of R. W. 1998 7,500 (9) .1%
Stubbs Investment Co., an investment
management company, and Director of
Corporate Affairs for the Equipment
Leasing Association, a trade
association of the equipment leasing
industry.
Mr. Stubbs is also a Director of BMC
Credit Corporation, a finance
subsidiary of BMC Software, Inc.
(NYSE:BMC); a Director of Aviation
Facilities Company, Inc., an
operator of airport land and cargo
facilities; and a Trustee of
Manhattan College. From 1986 until
1993, he was President and Chief
Executive Officer of Bell Atlantic
Capital Corporation, a financial
service subsidiary of Bell Atlantic
Corporation (NYSE:BEL), a Regional
Bell Operating Company.
</TABLE>
Member of Executive Committee.
(1) Member of Compensation Committee.
(2) Member of Audit Committee.
(3) Member of Nominating Committee.
(4) Member of Stock Option Committee.
(5) Includes 13,183 shares which may be acquired through the
exercise of warrants and options.
(6) Includes 125,000 shares which may be acquired through the
exercise of options.
(7) Includes 30,282 shares which may be acquired through the
exercise of options.
(8) Includes 7,500 shares which may be acquired through the exercise
of options.
During 1998, the full Board of Directors held eight meetings. The Audit
Committee of the Board, which is responsible for evaluating audits performed by
the Company's independent auditors and for reviewing the Company's internal
accounting principles and controls, met once during the year. The Compensation
Committee of the Board, which reviews and sets compensation for the Company's
officers, met once during 1998. The Executive Committee has authority to act
on behalf of the full Board of Directors during intervals between meetings of
the full Board. The Executive Committee did not meet in 1998. The Board has a
Nominating Committee which did not meet during 1998. The Nominating Committee
will consider recommendations submitted by Stockholders to the Company's
Secretary. The Stock Option Committee of the Board met five times during 1998
to review administration of the Company's stock option plan and to approve
grants of stock options to employees.
During 1998, all Directors nominated for re-election attended 100% of Board
meetings or meetings of committees of which they were members.
<PAGE>
Each outside Director receives each year an option to purchase 10,000 shares
of the Company's common stock at a price based upon the closing price of the
Company's common stock on the last trading day of the prior year. The option
price will be 100% of such closing price if an incentive stock option and 85%
of such closing price if a non-qualified option.
<PAGE>
INCREASE OF AUTHORIZED COMMON STOCK AND AUTHORIZATION OF PREFERRED STOCK
(PROPOSAL NO. 2)
The Corporation's Board of Directors has approved a proposed Restated
Certificate of Incorporation ("Restated Certificate") of the Corporation,
subject to approval by the Corporation's stockholders.
The Corporation is presently authorized to issue 20,000,000 shares of
Common Stock. As of March 18, 1999, there were 7,603,114 shares of Common
Stock issued and outstanding, and there were 2,500,000 shares reserved for
issuance under the Corporation's 1998 Long-Term Incentive Plan, 1,990,019
shares reserved for issuance under the 1998 Employee Stock Purchase Plan, and
7,603,114 shares reserved for issuance under the Corporation's Stockholder
Rights Agreement. The Corporation has 303,753 unreserved, uncommitted shares of
Common Stock available for issuance.
The Restated Certificate will increase the number of shares of Common
Stock the Corporation is authorized to issue from 20,000,000 shares to
40,000,000.
The Board of Directors of the Corporation believes that it is desirable
to have the additional authorized shares of Common Stock available for, among
other things, possible future financing and acquisition transactions, stock
dividend or splits, employee benefit plans and other general corporate
purposes.
Although the Board of Directors does not have any specific plans,
arrangements, understandings, agreements, negotiations or commitments for the
issuance of additional shares of stock, having such additional authorized
shares of Common Stock available for issuance in the future will give the
Corporation greater flexibility and may allow such shares to be issued without
the expense and delay of a special stockholders meeting. All authorized but
unissued shares of Common Stock, including the additional shares of Common
Stock authorized by the amendment, will be available for issuance without
further action by the stockholders, unless such action is required by
applicable law.
The Board of Directors unanimously recommends a vote "FOR" the proposed
amendment of the Corporation's Certificate of Incorporation to increase the
number of shares of capital stock the Corporation is authorized to issue from
20,000,000 to 40,000,000, to increase the authorized Common Stock from
20,000,000 to 40,000,000 shares of Common Stock.
<PAGE>
EXECUTIVE COMPENSATION
The following tables relate to the compensation paid or accrued to the
five highest paid executive officers of the Company whose cash compensation
exceeded $100,000 during 1998 (the `Named Executives").
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Awards
<TABLE>
<CAPTION>
Name and Principal Other Annual
Position Year Salary ($) Bonus ($) Compensation ($)(1) Options
<S> <C> <C> <C> <C> <C>
David G. Mazzella 1998 249,615 87,699 20,457 0
President, CEO, 1997 168,077 0 11,235 500,000
Chairman of the Board
Robert L. Boxer 1998 114,904 15,000 12,930 15,000
Vice President, 1997 108,923 0 12,174 130,000
Secretary, General 1996 106,500 0 12,078 0
Counsel
Paul T. Babarik 1998 104,942 15,000 13,418 10,000
Vice President, Sales 1997 100,462 0 12,653 80,000
Telemanagment Products 1996 97,000 0 8,479 0
James W. Karr 1998 104,904 9,200 13,536 5,000
Vice President, Sales 1997 97,308 0 12,912 25,000
Billing & Customer Care 1996 95,000 0 12,663 0
John P. King 1998 103,741 12,070 5,106 20,000
Vice President, Product
Development
</TABLE>
(1) Includes (i) Personal Use of Company Car, (ii) Life Insurance
Premiums, (iii) Company Contribution to 401(K) Plan, and (iv)
Medical Expense Reimbursement.
EMPLOYMENT AGREEMENT
The Company has an employment agreement with David G. Mazzella to serve
as President, Chief Executive Officer and a Director of the Company until
September 30, 2003. The agreement provides for a minimum gross salary of
$275,000 per year. Pursuant to that agreement in the event of a change in
control of the Company, or in the event Mr. Mazzella's management
responsibilities are materially diminished, the agreement may be terminated at
Mr. Mazzella's option and he will be entitled to separation pay in a lump sum
equal to three (3) times his aggregate annual compensation (including salary,
bonus and benefits) and in addition all of his options to purchase company
stock of the Company will immediately vest at 50% of the original option price
and be exercisable for the option's original term. For this purpose a change
in control of the Company may occur through a sale, merger, consolidation, sale
of substantially all assets, the acquisition of more than 20% of the securities
of the Company directly or indirectly by any person or entity, or a change
within two years of a majority of the Board of Directors.
<PAGE>
Retirement Benefits
The Named Executives listed below are participants in a defined benefit
retirement plan of the Company. The amount of the retirement benefit, payable
from age 65, will vary depending upon length of service, retirement age and
average salary. For Mr. Mazzella the benefit will equal 45% to 60% of the
average of his three highest years of compensation depending upon his age at
retirement.
Mr. Mazzella's retirement benefit is payable for fifteen years. For the other
Named Executives the annual benefit will be between 20% and 50% of average
salary for the last three full fiscal years of employment by the Company and is
payable until death.
Assuming continued employment by the Company until age 65 with average
salary increases of 3% per year the projected retirement benefit at age 65 for
each executive officer is shown below:
<TABLE>
<CAPTION>
Name AGE YEARS OF SERVICE TO DATE ANNUAL BENEFIT AT AGE 65
<S> <C> <C> <C>
Paul T. Babarik 57 12 $ 52,554
Robert L. Boxer 45 16 93,437
James W. Karr 55 16 65,961
David G. Mazzella 58 2 202,929
</TABLE>
<PAGE>
STOCK OPTIONS
The Company has a stock option plan under which employees may be granted
Incentive Stock Options and Non-Qualified Stock Options to purchase the
Company's Common Stock. All full-time employees of the Company and its
subsidiaries are eligible to receive Stock Options. The Stock Option Committee
of the Board of Directors administers the Plan and makes all determinations
with respect to eligibility, option price, term and exercisability, except that
the option price on Incentive Stock Options may not be less than 100% of fair
market value on the date of grant and the term of any option may not exceed ten
years.
The following tables set forth information regarding stock option
transactions involving the Named Executives.
STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
Number of Unexercised Options Value of Unexercised In-the-Money
Name Shares Value at FY-End Options at FY-End (1)
Acquired Realized Exercisable Unexercisable Exercisable Unexercisable
on Exercise ($) ($) ($)
(#)
<S> <C> <C> <C> <C> <C> <C>
David G. Mazzella 0 0 125,000 375,000 348,000 1,044,000
Paul T. Babarik 5,000 18,125 28,625 71,875 50,955 112,918
Robert L. Boxer 2,500 2,950 37,500 112,500 43,325 126,675
James W. Karr 2,750 10,656 2,750 25,000 5,382 26,918
John P. King 0 0 0 0 1,120 43,080
</TABLE>
(1) Based on year-end price of $5.75 per share.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
The potential realizable value portion of the following table
illustrates the gain that might be realized upon the exercise of the options
immediately prior to the expiration of their term, assuming the specified
compounded rates of appreciation of the Company's Common Stock over the term of
the option. Actual gains, if any, on the stock option exercises are dependent
on the future performance of the Common Stock, overall market conditions, as
well as the option holders' continued employment through the vesting period.
The amounts reflected in this table may not necessarily be achieved.
<PAGE>
<TABLE>
<CAPTION>
% of Total Options
Granted to Employees Exercise Expiration Potential Realizable Value of
Options Granted in Fiscal Year Price Date Assumed Annual Rates of Stock Price
Name (1) Appreciation for Option Term
0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Paul T. Babarik 10,000(1) 2% $3.82 9/11/08 $19,300 $55,400 $110,900
Robert L. Boxer 15,000(1) 3% $3.82 9/11/08 $28,950 $83,100 $166,350
James W. Karr 5,000(1) 1% $3.82 9/11/08 $9,650 $27,700 $55,450
John P. King 20,000(2) 4% $3.82 9/11/08 $38,600 $110,800 $221,800
</TABLE>
(1) Exercisable after 9/10/03.
(2) 75% Exercisable after 9/10/01 and 25% exercisable after 9/10/02.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation Committee of the Board sets compensation levels for the
CEO and all other officers of the Company, establishes compensation and
incentive plans for officers and approves payments under such incentive plans.
The Compensation Committee is composed of three independent, non-employee
directors who have no interlocking relationships as defined by the S.E.C.
The Committee's compensation policies are designed to attract and retain
highly skilled executives, reward outstanding individual performance, encourage
cooperative team efforts and provide an incentive to enhance long term
shareholder value. The Company's executive officer compensation program
consists of base salary, annual contingent bonus compensation, long term stock
options and retirement benefits tied to age and years of service.
In establishing salaries for the Company's CEO and other officers,
consideration is given to salary ranges for comparable positions in similar
size companies. Data for such comparisons is obtained from nationwide surveys
conducted by independent compensation consulting firms and from proxy
statements. As a result of basing compensation in part on overall company
performance, in any particular year the Company's executives may be paid more
or less than the average executive compensation levels of comparably sized
companies.
In setting salaries within competitive ranges, the Committee considers
performance related factors including the Company's overall results during the
past year and its performance relative to a budgeted plan or stated objectives.
Consideration also is given to an individual's contribution to the Company and
the accomplishments of departments for which that officer has management
responsibility. Potential for future contributions to the Company is also
taken into account for all officers.
The Company has a bonus compensation plan for senior and middle management
including the CEO and all other officers. Under this Plan the Compensation
Committee each year establishes a schedule for calculating aggregate incentive
compensation based upon the Company's performance against targets for net
income before tax. The total plan award is allocated to the CEO and other
officers by the Compensation Committee through a combination of objective
formulas based upon salaries and subjective performance related considerations.
The net income performance standards set by the Board were met by the Company
during 1998 and bonuses were paid to officers and managers in accordance with
the Plan. Additional bonus compensation was paid to the CEO in 1998 in
recognition of the significant turnaround in the Company's performance since
his appointment as CEO in July, 1997.
The Stock Option Committee is responsible for selecting the recipients of
stock options, the timing of grants, and the option exercise price within the
terms of the Company's Stock Option Plan. The Stock Option Committee considers
the recommendations of the CEO and Compensation Committee with respect to
officers in this regard. Stock options are viewed as a long-term incentive for
officers and a means to more closely align the interests of officers with those
of stockholders.
John E. Mooney,
Chairman of Compensation Committee
John E. Gould
William J. Reilly
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 22, 1997, Albert J. Montevecchio, the Company's founder, Chief
Executive Officer, Chairman of the Board, and owner of 13% of the Company's
common stock, retired as an officer of the Company. Pursuant to an Employment
Agreement between the Company and Mr. Montevecchio, which was entered into in
1991, Mr. Montevecchio's term of employment was to continue until December,
2001, after which he would be entitled to receive until December, 2016 a
pension benefit equal to 90% of the average of his three highest years'
compensation plus benefits. In 1996, Mr. Montevecchio's compensation was
$220,000. The Company instead agreed to pay Mr. Montevecchio $225,000 per year
plus benefits until July, 2001, and $129,000 per year plus benefits thereafter
until July, 2014. Mr. Montevecchio also agreed to refrain from competing
directly or indirectly with the Company, to not disclose Company confidential
information or trade secrets, to vote with the majority of stockholders (other
than officers and directors) with respect to certain significant events
submitted for stockholder approval, to not acquire shares of the Company in a
private transaction or to solicit proxies from Company shareholders, and to not
privately sell any shares of the Company's common stock without first offering
to sell such shares to the Company.
COMMON STOCK PERFORMANCE
The following graph shows a five-year comparison of cumulative total
returns for owners of the Company's common stock compared to an Index for
NASDAQ stocks and the NASDAQ Telecommunications Index based upon year-end
closing prices including a closing price on December 31, 1998 of $5.75 per
share for the Company's common stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
Dec 93 Dec 94 Dec 95 Dec 96 Dec 97 Dec 98
<S> <C> <C> <C> <C> <C> <C>
VERAMARK 100 105 101 98 83 72
NASDAQ STOCK MARKET (US) 100 98 138 170 209 293
NASDAQ TELECOMMUNICATIONS 100 83 109 112 165 270
</TABLE>
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon reports filed by the Company with the Securities and
Exchange Commission and copies of filed reports received by the Company, the
Company believes all reports of ownership and changes in ownership of the
Common Stock of the Company required to be filed with the Securities and
Exchange Commission during 1998 were filed in compliance with Section 16(a) of
the Securities Act of 1934.
STOCKHOLDER PROPOSALS
Under SEC rules, any stockholder wishing to present a proposal at the
Company's 1999 Annual Meeting must submit the proposal to the Company's
Secretary no later than December 4, 1999 in order for the proposal to be
included in the proxy and proxy statement for the meeting.
APPROVAL OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL NO. 3)
On the recommendation of the Audit Committee, the Board of Directors
has appointed Arthur Andersen, LLP as independent auditors for the fiscal year
ending December 31, 1999. Arthur Andersen also acted as the independent
auditors for the company in 1998 and 1997. For all previous years since the
company's founding in 1983, Deloitte & Touche (or predecessor, Touche Ross &
Co.) were the independent auditors for the Company. Representatives of Arthur
Andersen are expected to be present at the Annual Meeting. They will be
available to respond to appropriate questions and will have an opportunity to
make a statement if they so desire.
Although the appointment of independent auditors is not required to be
submitted to a vote by Stockholders, the Board believes as a matter of policy
that it is appropriate to do so. If the Stockholders should not approve the
appointment of Arthur Andersen, LLP, the Audit Committee and Board of Directors
will consider other certified public accountants for appointment.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present, and has not been informed that any other person intends to
present, any matter for action at the meeting other than those described above.
If any other matters properly come before the meeting, it is intended that the
persons named in the enclosed Proxy will vote the shares represented by signed
proxies in accordance with their best judgment.
By Order of the Board of Directors
Robert L. Boxer
Secretary
Pittsford, New York
March 23, 1999
<PAGE>
A X Please mark your votes as in this example
1. Election of Directors For _____ Withheld _____
Nominees:
John E. Gould
David G. Mazzella
John E. Mooney
William J. Reilly
James R. Scielzo
Robert W. Stubbs
For except vote withheld from the following nominee(s):
______________________________________________
2. Proposal to increase the number of shares of Common Stock to 40,000,000
For ______ Against _______ Abstain ________
3. Approval of the appointment of Arthur Andersen LLP as auditors for the year
ending December 31, 1999.
For ______ Against _______ Abstain ________
At their discretion, the Proxies are authorized to vote upon such other matters
as may properly come before the meeting. The undersigned hereby revokes all
proxies related to the Annual Meeting.
This proxy will be voted as specified. If the Proxy is signed and no direction
is given, the shares represented will be voted FOR Proposals 1, 2 and 3.
PLEASE MARK, SIGN, DATE & RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
SIGNATURE ____________________ DATE _______
SIGNATURE ____________________ DATE _______
(SIGNATURE IF HELD JOINTLY)
(NOTE: Stockholder must sign exactly as your name appears heron. Joint owners
must each sign.)
<PAGE>
