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. _________)
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Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
PCC GROUP, INC.
- -----------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on June 7, 2000
To the Shareholders of PCC Group, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of PCC Group,
Inc. will be held on Wednesday, June 7, 2000 at 10:00 a.m. local time, at
the Company's executive offices located at 163 University Parkway, Pomona,
California 91768, for the following purposes:
1. To elect six directors of the Company to serve until the next annual
meeting of shareholders or until their successors are duly elected or
qualified;
2. To ratify the appointment by the Board of Directors of BDO Seidman, LLP as
the Company's independent public accountants for the fiscal year ending
September 30, 2000;
3. To transact any other business which may properly come before the meeting.
Only shareholders of record at the close of business on April 27, 2000 are
entitled to notice of and to vote at the meeting and any adjournments
thereof.
All shareholders are cordially invited to attend the meeting in person. Whether
or not you expect to attend the meeting to assure your representation at the
meeting, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE. The giving of your proxy will not affect your
right to vote in person should you later decide to attend the meeting.
By Order of the Board of Directors
PCC GROUP, INC.
Jack Wen
Chief Executive Office and President
Pomona, California
May 5, 2000
PCC GROUP, INC.
163 University Parkway
Pomona, California 91768
(909) 869-6133
___________________________
PROXY STATEMENT
For the Annual Meeting of Shareholders
To Be Held June 7, 2000
____________________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of PCC Group, Inc. ("PCC Group" or the
"Company"), for the Annual Meeting of Shareholders to be held on Wednesday,
June 7, 2000 and any postponements or adjournments thereof (the "Annual
Meeting"). The Annual Meeting will be held at the Company's executive offices
located at 163 University Parkway, Pomona, California, at 10:00 a.m. local
time. This Proxy Statement and the accompanying Notice of Annual Meeting and
form of Proxy were first mailed to shareholders on or about May 5, 2000.
Any shareholder giving a proxy may revoke it before it is voted by notifying
the Secretary of PCC Group in writing before or at the Annual Meeting, by
providing a proxy bearing a later date, or by attending the Annual Meeting
and expressing a desire to vote in person. All proxies will be voted as
directed by the shareholder on the proxy card. If no choice is specified,
proxies will be voted "FOR" the election of the nominees of the Board of
Directors named in this Proxy Statement, and "FOR" the proposal to ratify
the appointment by the Board of Directors of BDO Seidman, LLP as the Company's
independent public accountants for the fiscal year ending September 30, 2000.
It is not expected that any other matter other than those referred to in this
Proxy Statement will be brought before the Annual Meeting. If, however,
other matters are properly presented, the persons named as proxies will vote
in accordance with their discretion with respect to such matters. Your
cooperation in promptly returning the enclosed proxy will reduce PCC Group's
expenses and enable its management and employees to continue their normal
duties for your benefit with minimum interruption for follow-up proxy
solicitation. Only shareholders of record at the close of business on
April 27, 2000 are entitled to receive notice of and to vote at the Annual
Meeting. On that date, PCC Group had outstanding 3,005,339 shares
of Common Stock, $.01 par value ("Common Stock"), each of which is entitled
to one vote upon each proposal presented at the Annual Meeting, except that
shareholders may have cumulative voting rights with respect to the election
of directors. Under the cumulative voting method, a shareholder may multiply
the number of shares owned by the number of directors to be elected and cast
the total number of votes for any one candidate or distribute the total
number of votes in any proportion among as many candidates as the
shareholder desires. However, a shareholder may not cumulate votes for a
candidate unless such candidate's name has been placed in nomination prior
to the voting and unless a shareholder has given notice at the Annual
Meeting and prior to the voting of his intention to cumulate his votes. If
any shareholder gives such notice, all shareholders (including those voting by
proxy) may then cumulate their votes. The candidates receiving the highest
number of votes up to the number of directors to be elected will be elected.
Approval of all other proposals will require the affirmative vote of at least a
majority in voting interest of the shareholders present in person or by proxy
at the Annual Meeting.The presence at the Annual Meeting, either in person
or by proxy, of the holders of a majority of the shares of Common Stock
outstanding on the record date is necessary to constitute a quorum for the
transaction of business. Abstention and broker non-votes (which occur if a
broker or other nominee does not have discretionary authority and has not
received voting instructions from the beneficial owner with respect to the
particular item) are counted for purposes of determining the presence or
absence of a quorum for the transaction of business. Abstentions and broker
non-votes will be counted as not voting for purposes of determining the
approval of any matter submitted to the shareholders for a vote.If
sufficient votes in favor of the proposals are not received by the date of the
Annual Meeting, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitations of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the shares of Common Stock present in person or by proxy at
the Annual Meeting. The persons named as proxies will vote in favor of such
adjournment.The cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Annual Meeting and the enclosed form of Proxy, as
well as the cost of soliciting proxies relating to the Annual Meeting, will
be borne by PCC Group. The original solicitation of proxies by mail may be
supplemented by telephone, telegraph and personal solicitation by officers
and other regular employees of PCC Group, but no additional compensation
will be paid to such individuals on account of such activities. PCC Group
will reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding proxy materials to
their principals.
ELECTION OF DIRECTORS
Nominees and Voting
The Board of Directors has nominated for election as directors Jack Wen,
Gary Blum, George Rodda, Jr., J. L. Yin, Donald Johnson and Richard Huang
(all of whom are incumbent directors). All of these nominees have indicated
that they are able and willing to serve as directors. All directors will be
elected to hold office until the next Annual Meeting and until their
respective successors are elected and qualified.
Proxies will be voted "FOR" the election of all of the above named nominees
unless the shareholder indicates that the proxy shall not be voted for all or
any one of the nominees. Proxies cannot be voted for a greater number of
persons than the number of nominees named. If for any reason any nominee
should, prior to the Annual Meeting, become unavailable for election as a
director, an event not now anticipated, the proxies will be voted for such
substitute nominee, if any, as may be recommended by
management.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF THE SIX PERSONS NOMINATED FOR DIRECTOR HEREIN
Management of the Company
The following table sets forth certain information as of May 2, 2000 with
respect to the Board's current directors, all of whom are nominees, and new
nominees:Executive Officers, Directors, and Director Nominees
Age Position will the Company
Jack Wen 45 Chairman of the Board, Chief Executive
Gary Blum 59 Director
George Rodda, Jr. 69 Director
J. L. Yin 48 Vice President and Director
Donald Johnson 63 Vice President of Finance, Chief
Financial Officer, and Director
Richard Huang 50 Vice President of Engineering and Director
Business Experience of Directors During the Past Five Years
Jack Wen has served as PCC Group's Chairman of the Board, Chief Executive
Officer and President since October 1989. He is the brother of J. L. Yin.
Gary Blum has been a director of PCC Group since 1992. Mr. Blum is the
principal of the Law Offices of Gary L. Blum, Los Angeles, California, which
he founded in June 1988. Mr. Blum currently serves as a director of Digitran
Systems, Incorporated, a publicly held company specializing in the
manufacturing and marketing of simulator training devices. He received J. D.
and M.B.A. degrees from the University of Southern California.
George Rodda, Jr. has been a director of PCC Group since 1995. Mr. Rodda is
an attorney with offices in Newport Beach and Washington, D.C. Mr. Rodda
founded WMD Micro Distributors, Inc., the predecessor corporation to the
Company, in 1983. He is also a director of Bagdad Chase, Inc., a public
company which owns mines in California and Idaho.
J. L. Yin was elected to the Board of Directors in 1999, has served as a Vice
President of the Company since 1991, and since December 1998 has been the
President of Computer Discount Center, Inc., a wholly owned subsidiary of
the Company. From 1987 to 1991 she was Managing Director of PCCraft GmbH;
and she was the Executive Manager of E.O. International, a Taiwanese
manufacturer and distributor of computer and electronic products from 1982
until 1987. Ms. Yin is a graduate of Wen Tzao Ursula College and Fu Jen
University. She is the sister of Jack Wen.
Donald Johnson, Vice President of Finance and Chief Financial Officer, joined
PCC Group in 1998 and was elected to the Board of Directors in 1999.
Previously, since 1994, he had an accounting and business management
consulting practice with Business Management Services, a financial and
management consulting firm. From 1990 to 1994 he served as Vice President of
Finance for Vector Aeromotive Corporation, a publicly traded company
producing an exotic sports car. From 1973 to 1990 Mr. Johnson was Treasurer
and Chief Financial Officer for ACL Technologies, a manufacturer of aircraft
and hydraulic testing systems. Mr. Johnson received a B.S. from California
State University at Los Angeles and an M.B.A. from Pepperdine University.
Richard Huang, Vice President of Engineering, joined PCC Group in 1996 and is
responsible for domestic and international project management. Mr. Huang
has been a director of PCC Group since 1999. Formerly, he served as a
consultant for Premier Technology, Inc. (1992-96), as Senior Mechanical
Engineer for Brown & Root Braun, Inc. (1989-92), as Senior Mechanical Engineer
for Bechtel Power Co. (1987-89), and as Engineering Group Supervisor for
Pacific Engineers and Contractors Ltd. (1983-87). Mr. Huang obtained a Ph.D.
in Mechanical Engineering from Maryland State University and an M.S. degree
from National Chen-Kong University, Taiwan.
Meetings of the Board of Directors and Committees
PCC Group's Board of Directors met five times during fiscal 1999. All directors
were present at each meeting. PCC Group maintains Compensation, Nominating
and Audit Committees. The Compensation Committee currently consists of Mr.
Wen and Mr. Blum. The Nominating and Audit Committees currently consist of
Mr. Blum and Mr. Rodda.The Compensation Committee sets the compensation
policies applicable to PCC Group's executive officers, determines the
compensation of the executive officers, subject to review by the Board
of Directors and administers PCC Group's employee stock option plan and stock
bonus plan. Currently the Nominating Committee has no specific policy
regarding nominees recommended by shareholders. In the event a shareholder
submits a nominee, the Nominating Committee will review the background of
such nominee and respond appropriately following such review. The Audit
Committee recommends the engagement of the Company's independent auditors
and reviews with them the plan and scope of their audit for each year,
the results of such audit when completed, and their fees for services
performed. Each of such Committees met once during fiscal 1999 and all
members were present.Compensation of Directors
Directors of the Company compensation of $250 per meeting that they attend for
their services as Directors or members of committees of the Board of
Directors. In addition, Directors are reimbursed for their reasonable
expenses incurred in attending meetings of the Board of Directors.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected the accounting firm of BDO Seidman to
serve as independent auditors for the current fiscal year, subject to
ratification by the shareholders. BDO Seidman has served as the Company's
independent auditors since October 1993. It is anticipated that
representatives of BDO Seidman will be present at the Annual Meeting, and
such representatives will be given the opportunity to
make a statement, if they so desire, and to answer appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION
OF THE INDEPENDENT PUBLIC ACCOUNTANTS
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth, as of May 2, 2000, certain information with
respect to (i) each person who is known by PCC Group to be the beneficial
owner of more than five percent (5%) of the outstanding Common Stock, (ii)
each director of PCC Group, (iii) the executive officer named in the
Summary Compensation Table in this Proxy Statement and (iv) all directors and
executive officers as a group. Unless otherwise indicated, the address for
each of the persons listed below is care of the Company, 163 University
Parkway, Pomona, California 91768.
Name and Address of Beneficial Owner Amount and Nature
of Beneficial Owner Percentage of Shares
Outstanding
Jack Wen 667,337 (1) 20.5%
Gary Blum 1,700 *
George Rodda, Jr. 152,650 (2) 5.1%
Rita Wen (formerly Rita Soong) 338,381 11.3%
Jennifer Wen 157,911 5.3%
J.L. Yin (also known as Tina Wen) 451,175 15.0%
Donald Johnson 50,000 (3) 1.6%
Richard Huang 30,000 (3) 1.2%
All Directors, Director Nominees,
and Executive Officers as a Group
(6 persons)
1,322,862 (4) 44.0%
* Less than 1%.
(1) Includes 416,837 shares held by Mr. Wen individually, and includes
250,000 shares underlying presently exercisable stock options. The above
amount excludes (a) 157,911 shares owned by Jennifer Wen, Mr. Wen's wife,
(b) 338,381 shares owned by Rita Wen, Mr. Wen's sister, and (c) 451,175
shares owned by J.L. Yin, Mr. Wen's sister. Mr. Wen disclaims beneficial
ownership of these shares.
(2) Includes 20,000 shares underlying presently exercisable stock options.
(3) Represents shares underlying presently exercisable stock options.
(4) Includes 350,000 shares underlying presently exercisable stock options.
EXECUTIVE COMPENSATION
Compensation Summary
The following table sets forth the compensation paid to PCC Group's Chief
Executive Officer for services rendered in all capacities to PCC Group for
the fiscal years ended September 30, 1999, 1998 and 1997. No other executive
officer received compensation in excess of $100,000 for such periods.
SUMMARY COMPENSATION TABLE
Annual Compansation Long Term s
Name and Principal Position
Year Salary Other Annual
Compensation Compensation
Awards Securities
Underlying Option
Jack Wen 1999 $120,000 $16,100 (1) -0-
Chairman of the
Board, Chief 1998 $120,000 $16,720 (1) -0-
Executive Officer
and President 1997 $120,000 $27,722 (1) -0-
(1) Consists solely of lease payments and insurance for a company car which
has been provided for Mr. Wen's use.
Option Grants and Exercises in Fiscal 1998
No stock options were exercised by or granted to the Chief Executive Officer
during fiscal 1999.
Fiscal Year-End Option Values
The following table provides information with respect to stock options held by
the Chief Executive Officer:
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES TABLE
Number of Securities Underlying
Unexercised Options at Fiscal
Year-End Value of Unexercised In-the-
Money Options at Fiscal Year-
End(1)
Name Shares
Acquired
on Exercise Value
Realized Exercisable Unexercisable Exerciseable Unexercisable
Jack Wen -- -- 250,000 -- $453,500 --
(1) Value is determined by subtracting the exercise price from the fair market
value (the closing price for Common Stock as reported by Nasdaq) as of
September 30, 1999, the last trading day in the fiscal year ($3.10 per share)
, and multiplying the resulting number by the number of underlying
shares of Common Stock.
Compensation Committee Report on Executive Compensation
The Compensation Committee (the "Committee") of the Board of Directors has
prepared the following report (the "Report") for inclusion in this Proxy
Statement.Compensation Policy for Executive Officers. The policy of the
Committee is to provide each executive officer current cash compensation
that is reasonable and consistent with PCC Group's size, industry and
performance, and long-term incentive compensation based on the performance of
the Company's Common Stock and the achievement of long term goals. The
salary of each of the executive officers is based on his or her level of
responsibility and contribution to PCC Group's performance and
reflect any annual discretionary increases or decreases based primarily on
performance factors. The Committee believes that the current salaries of
the executive officers do not exceed the level of salaries of executives
with similar responsibilities at similarly situated companies, but has not
formally studied the policies of other companies. Based on the operating
results of the Company and the overall financial condition of the Company,
the Committee did not award bonuses to any executive officer for the fiscal
year ended September 30, 1999. The Committee has relied heavily on the
recommendations of Mr. Wen in setting the compensation of the other
executive officers.Compensation of Chief Executive Officer. In setting Mr.
Wen's annual compensation, the Committee considered the number of shares and
stock options owned by Mr. Wen. The Committee believes that Mr. Wen's
equity stake in the Company provides him with adequate incentive to maximize
the Company's operations and success. Accordingly, since Mr. Wen owns
approximately one-fifth of the outstanding shares (assuming the exercise of
his 250,000 stock options), in fiscal 1999 the Committee maintained his
salary at the level that has been in effect for over five years. However,
as with the other executive officers, Mr. Wen's compensation in future
fiscal years may be increased based on his individual performance and the
overall performance of the Company. The Committee believes that Mr.
Wen's current salary is at or below the salaries of other senior executives of
similarly situated companies, but has not formally studied the policies of
other companies. Stock Option Plan. The Committee believes that basing a
portion of the compensation of executive officers and other key employees
on increases in the value of PCC Group Common Stock harmonizes the interests
of the executives and the shareholders and is in the best interests of the
shareholders. PCC Group's stock option plan is designed to accomplish this
purpose. The Company did not award stock options to any employees or
executive officers for the fiscal year ended September 30, 1999. However,
the Committee intends to utilize stock option grants in the future to provide
additional incentives to PCC Group's officers and employees and has, since
September 30, 1999 granted certain options to its executive officers..
Stock Bonus Plan. The Committee believes that the Company's Stock Bonus
Plan provides a mechanism for rewarding employees for past services as well
as encouraging employees to make significant extraordinary contributions to
the long-term performance and growth of PCC Group. PCC Group did not,
however, award stock bonuses to any of its executive officers during fiscal
1999.
The Compensation Committee
Jack Wen
Gary Blum
Compensation Committee Interlocks and Insider Participation
Mr. Wen (PCC Group's Chief Executive Officer and President) served on the
Compensation Committee of PCC Group during the past fiscal year.
Certain Transactions
During June 1998, the Company sold its entire portfolio of securities to
Laser Micro System, a Taiwan based corporation owned by Bin Wen, father of
Jack Wen (the Company's Chairman, Chief Executive Officer, and President) in
exchange for a one year, $1,250,000 secured promissory note. The
note was secured by a lien on the transferred securities and by the 250,000
shares of the Company's Series A Preferred Stock owned by the Laser Micro.
The note bore interest at an annual rate of 8.5% and was due on June 20,
1999. The amount of the note exceeded the fair market value of the
securities by $382,991 on the transaction date. The Company has recorded a
deferred gain until the note was repaid in full. During fiscal 1999, this
note was repaid, and the Company recorded a gain of $382,991.
During fiscal 1999, the Company entered into an agreement with a Laser Micro
Systems in which the Company would acquire certain customized equipment on
behalf of the Laser Micro. As of September 30,1999 the Company had a
receivable due from the Laser Micro of $1,351,828. The amount is net of
deferred income of $72,000. In the course of providing services under this
agreement, the Company recorded service income of $240,776.
During fiscal 1999, the Company made sales to other related parties
(Computer Management Corporation, a company owned by family members of Mr. Wen)
totaling $2,568,640 and made purchases from these related parties totaling
$398,638. The Company believes that all of these sales were made on
terms equal to the terms of arms'-length transactions.
During fiscal 1999, the Company redeemed all of its outstanding Series A
Preferred Stock for $1,200,000. The Series A stock was owned by Laser Micro.
In conjunction with the redemption, the cumulative unpaid dividends in
arrears totaling $1,053,333 were converted into 1,000 shares of a new
series of preferred stock, designated as Series C preferred stock. The stated
value of this new series of preferred stock is $1,053 per share.
The Series C preferred stock is non-voting, is not convertible and is
redeemable, at the Company's option, at any time.
Performance Graph
The following graph compares the cumulative shareholder return on PCC Group's
Common Stock from September 30, 1994 through September 30, 1999, based on the
market price of the Common Stock, with the cumulative total return of the
NASDAQ Market Index and a Peer Group Index comprised of the following
companies engaged in the sale or distribution of microcomputer products:
Arrow Electronics Inc., Avnet Inc., Liuski International, Inc., Marshall
Industries, SED International Holdings, Inc., Savoir Technology Group, Inc.
, Tech Data Corp., and United Stationers Inc. The graph assumes that
the value of the investment in PCC Group's Common Stock and each index was
$100 on September 30, 1994, and that any and all dividends were reinvested.
The comparisons in this table are not intended to forecast or be indicative
of possible future price performance.
9/30/94 9/30/95 9/30/96 9/30/97 9/30/98 9/39/99
PCC Group, Inc. 100.0 147.1 429.4 288.2 447.1 282.4
Nasdaq Stock Market 100.0 138.1 163.9 225.0 228.6 373.1
Peer Group Index 100.0 135.4 133.9 188.0 133.2 121.6
MISCELLANEOUS
Section 16(a) Beneficial Ownership Report in Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of the
Company's Common Stock, to file reports of ownership and changes in
ownership of the Common Stock with the Securities and Exchange Commission.
Executive officers, directors and greater than 10% shareholders are required by
Securities and Exchange Commission regulations to furnish PCC Group with
copies of all Section 16(a) forms they file. Based solely on a review of
copies of such reports and written representations from the reporting persons
, the Company believes that, during the period from October 1, 1998 through
September 30, 1999, all of its executive officers, directors and greater
than 10% shareholders have filed on a timely basis all reports
required under Section 16(a).
Proposals of Shareholders
Shareholder proposals submitted for inclusion in the Company's Proxy Statement
and form of proxy relating to the Company's 2000 Annual Meeting of
Shareholders must be received by January 5, 2001. If the Company is not
notified of a shareholder proposal by April 24, 2001, then the proxies held
by management of the Company may provide the discretion to vote against such
shareholder proposal, even though such proposal is not discussed in the
Proxy Statement. Shareholder proposals should be submitted to the
Secretary, PCC Group, Inc., 163 University Parkway, Pomona, CA 91768.
Other Matters
The Company knows of no other matters that are likely to be brought before the
Annual Meeting. If, however, other matters not now known or determined
properly come before the Annual Meeting, the persons named as proxies in the
enclosed proxy card or their substitutes will vote such proxy in
accordance with their discretion with respect to such matters.
Annual Report on Form 10-K
A copy of the Company's combined Annual Report to Shareholders and Annual
Report on Form 10-K for the year ended September 30, 1999 accompanies this
Proxy Statement. An additional copy will be furnished without charge to
beneficial shareholders or shareholders of record upon request to the
Secretary, PCC Group, Inc., 163 University Parkway, Pomona, CA 91768.
PCC GROUP, INC.
Proxy For Annual Meeting of Shareholders
This Proxy Is Solicited on Behalf of the Board of Directors
of Creative Master International, Inc.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement and hereby revokes all prior proxies and
appoints Jack Wen and Donald Johnson (the "Proxies"), and each of them, with
full power of substitution, as the proxy of the undersigned to represent
the undersigned and to vote all shares of Common Stock of PCC Group, Inc.
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders, to be held on June 7, 2000, at 163
University Parkway, Pomona, California, 91768, and at any adjournments
thereof.
1. ELECTION OF SIX DIRECTORS
Election of six directors, each to hold office until his or her successor
shall have been elected or qualified. Nominees: Jack Wen, Gary Blum,
George Rodda, Jr., J.L. Yin, Donald Johnson, and Richard Huang.
Instruction: To withhold authority to vote for any nominee write that
nominee's name in this space. _____________________________
[ ] FOR the nominees listed above [ ] WITHHOLD AUTHORITY
except as indicated above to vote for all nominees
2. INDEPENDENT PUBLIC ACCOUNTANTS
Ratification of the appointment of BDO Seidman, LLP as the Company's
independent public accountants for the fiscal year ending September 30, 2000
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder. Unless direction is given, this proxy
will be voted "FOR" the election of the nominees of the
Board of Directors named in this Proxy Statement, and "FOR" the proposal to
ratify the appointment by the Board of Directors of BDO Seidman, LLP as the
Company's independent public accountants for the fiscal year ending
September 30, 2000.Please sign below exactly as your name appears on the
Proxy Card. If shares are registered in more than one name, the signatures
of all such persons are required. A corporation should sign in its full
corporate name by a duly authorized officer, stating his/her title.
Trustees, guardians, executors, and administrators
should sing in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by authorized person(s).
Signature(s)_______________________________ Date __________________________
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
