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PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO.___)
Filed by the registrant [x]
Filed by a party other than the registrant[ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Cooper life Sciences, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Board of Directors of Cooper Life Sciences, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined.)
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total Fee Paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the form or schedule and the date of filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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COOPER LIFE SCIENCES, INC.
160 BROADWAY
NEW YORK, NEW YORK 10038
TEL: (212) 791-5362
-----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 9, 1997
--------------------------
To the Stockholders of
COOPER LIFE SCIENCES, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cooper
Life Sciences, Inc., a Delaware corporation (the "Company"), will be held on
April 9, 1997, at 10:00 A.M. eastern standard time, at 405 Lexington Avenue,
14th Floor, New York, New York 10174, for the purpose of considering and acting
upon the following:
1. The election of a Board of four directors.
2. The ratification of the appointment of Grant Thornton LLP as
independent certified public accountants of the Company for the
fiscal year ending October 31, 1997.
3. The transaction of such other business as may properly come before
the meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on February 28,
1997 as the record date for the determination of stockholders entitled to notice
of, and to vote at, the annual meeting. Only stockholders of record at the close
of business on that date will be entitled to notice of, and to vote at, the
annual meeting or any adjournments thereof.
Enclosed with this Notice are a Proxy Statement, a proxy card and return
envelope, and the Company's Annual Report to Stockholders for the fiscal year
ended October 31, 1996 (which includes the Company's Annual Report on Form 10-K
as filed with the Securities and Exchange Commission).
All stockholders are cordially invited to attend the meeting in person.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE POSTAGE PREPAID
ENVELOPE WHICH HAS BEEN PROVIDED.
By Order of the Board of Directors
Harold L. Schneider
Secretary
Dated: February 28, 1997
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COOPER LIFE SCIENCES, INC.
160 BROADWAY
NEW YORK, NEW YORK 10038
-----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
APRIL 9, 1997
----------------
INFORMATION REGARDING PROXIES
The accompanying proxy is solicited by and on behalf of the Board of
Directors of Cooper Life Sciences, Inc. (the "Company") for use at the Annual
Meeting of Stockholders to be held on April 9, 1997, at 10:00 A.M. eastern
standard time, at 405 Lexington Avenue, 14th Floor, New York, New York 10174 and
at any adjournment or postponements thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy card are first being mailed to stockholders
on or about March 4, 1997.
The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by the use of the mail, directors,
officers and other employees of the Company, acting on its behalf, may solicit
proxies by telephone, telegraph, facsimile or personal interview. The Company
will, at its expense, request brokers and other custodians, nominees and
fiduciaries to forward proxy soliciting material to the beneficial owners of
shares held of record by such persons. It is estimated that said costs will be
nominal.
OUTSTANDING STOCK AND VOTING RIGHTS
The Board of Directors has fixed the close of business on February 28,
1997 as the record date for the determination of stockholders of the Company who
are entitled to receive notice of, and to vote at, the Annual Meeting. At the
close of business on that date, an aggregate of 2,157,195 shares of the
Company's Common Stock were outstanding, each of which is entitled to one vote
on each matter to be voted upon at the Annual Meeting.
VOTING PROCEDURES
When a proxy card in the form enclosed with this Proxy Statement is
returned properly executed, the shares represented thereby will be voted at the
Annual Meeting in accordance with the directions indicated thereon. If a proxy
card is properly executed but no directions are indicated, the shares will be
voted FOR each of the nominees for director as shown on the form of proxy card
and FOR the ratification of the appointment of Grant Thornton LLP as the
Company's independent certified public accountants for the fiscal year ending
October 31, 1997. The Board of Directors does not know of any other business to
come before the Annual Meeting. If any other matters, however, should properly
come before the Annual Meeting or any adjournment or postponement thereof for
which specific authority has not been solicited from the stockholders, then, to
the extent permissible by law, the persons voting the proxies will use their
discretionary authority to vote thereon in accordance with their best judgment.
A stockholder who executes and returns the enclosed proxy card may revoke it at
any time prior to its exercise by giving written notice of such revocation to
the Secretary of the Company, by executing a subsequently dated proxy card or by
voting in person at the Annual Meeting. Attendance at the Annual Meeting by a
stockholder who has executed and returned a proxy card does not alone revoke
such proxy.
The directors will be elected by the affirmative vote of a plurality of
the shares of Common Stock present in person or represented by proxy at the
Annual Meeting, provided a quorum exists. A quorum is established if, as of the
record date, at least a majority of the outstanding shares of Common Stock are
present
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in person or represented by proxy at the Annual Meeting. Votes will be counted
and certified by one or more Inspectors of Election who are expected to be
employees of American Stock Transfer & Trust Company, the Company's transfer
agent. In accordance with Delaware law, abstentions and "broker non-votes" (i.e.
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
as to a matter with respect to which the brokers or nominees do not have
discretionary power to vote) will be treated as present for purposes of
determining the presence of a quorum. For purposes of determining approval of a
matter presented at the Annual Meeting, abstentions will be deemed present and
entitled to vote and will, therefore, have the same legal effect as a vote
"against" a matter presented at the Annual Meeting. Broker non-votes will be
deemed not entitled to vote on the subject matter as to which the non-vote is
indicated and will, therefore, have no legal effect on the vote on that
particular matter.
PROPOSAL I: ELECTION OF DIRECTORS
At this years Annual Meeting, four (4) nominees will be elected to hold
office as directors. The four persons listed below have been nominated to serve
as directors of the Company until the next annual meeting of stockholders and
until their respective successors have been duly elected and qualified. All of
the nominees are currently directors of the Company. In the unexpected event
that any of such nominees should become unable or decline to serve, proxies may
be voted for the election of substitute nominees as are designated by the
Company's Board of Directors.
The names of the nominees for election as directors are listed below,
together with certain personal information, including the present principal
occupation and recent business experience of each nominee. Each of the persons
named below has indicated to the Board of Directors of the Company that he will
be able to serve.
YEAR
COMMENCED
SERVING AS
A DIRECTOR
NAME, PRINCIPAL OCCUPATION OF THE
AND OTHER DIRECTORSHIPS AGE COMPANY
----------------------- --- -------
William L. Cohen 55 1993
Mr. Cohen has been a director since July 1993.
Mr. Cohen is President, Chief Executive Officer
and Chairman of the Board of Andover Togs, Inc.,
an apparel manufacturing company, positions he
has held for more than the past five years.
Moses Marx 61 1995
Mr. Marx has been a director since May 1995. Mr.
Marx has been a general partner in United
Equities Company (a securities brokerage firm)
since 1954 and a general partner in United
Equities Commodities Company (a commodities
brokerage firm) since 1972. He is also President
of Momar Corp. (an investment company). Mr. Marx
is a director of Bio Technology General Corp. (a
developer and manufacturer of biotechnology
products) and The Cooper Companies, Inc. (a
developer and manufacturer of healthcare
products).
2
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Steven Rosenberg 48 1995
Mr. Rosenberg has been a director since May 1995.
Mr. Rosenberg has been Vice President and Chief
Financial Officer of the Company since 1990 and
since May 1995, he has also served as acting
President. From September 1987 through April
1990, he served as President and Director of
Scomel Industries, Inc., a company engaged in
international marketing and consulting. Mr.
Rosenberg is a director of The Cooper Companies,
Inc.
Randolph B. Stockwell 49 1988
Mr. Stockwell has been a director since July
1988. He has been private investor for over ten
years and has served in various capacities with
the Community Bank, a commercial bank, from
September 1972 to January 1987.
There are no family relationships (whether by blood, marriage or
adoption) among any of the Company's current directors or executive officers.
BOARD COMMITTEES, MEETINGS AND COMPENSATION
The Board of Directors of the Company has established an Audit Committee
and a Stock Incentive Committee. The Company does not have a nominating
committee or a compensation committee. The Audit Committee and the Stock
Incentive Committee are comprised of Messrs. Cohen and Stockwell. The Audit
Committee's functions include reviewing with the independent auditors the plan
and result of the auditing engagement, reviewing the adequacy of the Company's
system of internal accounting controls, and considering the range of audit and
nonaudit services. The Stock Incentive Committees's functions presently consist
of the administration of the Company's 1991 Stock Incentive Plan.
During the fiscal year ended October 31, 1996, the Board met once and
acted once by written consent and the Audit Committee met once. The Stock
Incentive Committee did not meet during fiscal 1996.
For a description of compensation paid to Directors, see "Management
Compensation - Compensation of Directors."
Directors are elected annually by the stockholders.
3
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SECURITIES HELD BY MANAGEMENT AND OTHERS
SECURITIES HELD BY MANAGEMENT
The following table sets forth certain information regarding ownership
of the Company's Common Stock as of February 14, 1997, by each director, the
only executive officer named in the Summary Compensation Table set forth below
(who is also a director of the Company), and by all directors and executive
officers as a group.
Number of Percent
Shares of Class
------ --------
William Cohen 1,000(1) *
Moses Marx (2) 1,155,620 53.5%
Steven Rosenberg 30,000(3) 1.4%
Randolph B. Stockwell 1,500(4) *
All executive officers and directors
as a group (4 persons) 1,188,120(5) 54.2%
- ----------------
* Less than 1%.
(1) Issuable upon the exercise of options which have been granted to Mr.
Cohen under the Company's Stock Option Plan for Non-Employee Directors.
(2) Mr. Marx's address is 160 Broadway, New York, NY 10038
(3) Issuable upon the exercise of outstanding options which have been
granted to Mr. Rosenberg under the Company's 1991 Stock Incentive Plan.
(4) Issuable upon the exercise of options which have been granted to Mr.
Stockwell under the Company's Stock Option Plan for Non-Employee
Directors.
(5) Includes 32,500 shares of Common Stock which are issuable upon the
exercise of outstanding options.
PRINCIPAL SECURITYHOLDERS
The following table sets forth certain information regarding ownership
of the Company's Common Stock as of February 14, 1997, by the only party (other
than Mr. Marx - See "Securities Held by Management" above) which has advised the
Company that it owns more than five percent (5%) of the Company's Common Stock.
Common Stock Beneficially Owned
-------------------------------
Number of Percent
Shares of Class
------ --------
Estate of Mel Schnell(1) 150,000 6.5%
6 Maiden Lane, New York, NY 10038
- --------
(1) Based upon filings made by the estate of Mr. Schnell with the Securities
and Exchange Commission. Represents 150,000 shares of Common Stock which are
issuable upon the exercise of options granted to Mr. Schnell, while President of
the Company, under the Company's 1991 Stock Incentive Plan.
4
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MANAGEMENT COMPENSATION
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows compensation paid in or with respect to each of
the last three fiscal years to the person who served as the Company's chief
executive officer during fiscal 1996. No other executive officer received annual
cash compensation in excess of $100,000.
Annual Compensation
-------------------
Name and
Principal Position Year Salary
- ------------------ ---- ------
Steven Rosenberg(1) 1996 $ 90,000
Vice President (Acting 1995 $ 90,000
President) and Chief 1994 $ 90,000
Financial Officer
- ------------------
(1) Mr. Rosenberg assumed the position of Acting President in May 1995,
following the death of Mr. Schnell.
No stock options were granted or exercised during the fiscal year ended
October 31, 1996. The table below shows the fiscal year-end value of unexercised
options held by the Company's only executive officer.
AGGREGATE OPTION EXERCISES IN FISCAL YEAR ENDED
OCTOBER 31, 1996 AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES ACQUIRED OPTIONS AT FISCAL YEAR END AT FISCAL YEAR END
NAME ON EXERCISE EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE *
- ---- ----------- ------------------------- ---------------------------
<S> <C> <C> <C>
Steven Rosenberg -0- 30,000 / 0 $ 93,750 / $ 0
</TABLE>
* Year-end values for unexercised in-the-money options represent the positive
spread between the exercise price of such options and the year-end market value
of the Common Stock.
EMPLOYMENT AGREEMENT
Pursuant to an employment agreement between the Company and Steven
Rosenberg dated as of November 1, 1994 (the "1994 Agreement"), Mr. Rosenberg
agreed to continue to serve as the Company's Vice President and Chief Financial
Officer during the three year period ending on October 31, 1997 (previously, he
had been serving in that capacity on an "at will" basis). The 1994 Agreement
provided that during the period of employment Mr. Rosenberg shall devote all of
his business time to the business of the Company and its subsidiaries as is from
time to time appropriate under the circumstances. As compensation for such
services, Mr. Rosenberg is paid a base salary at the rate of $90,000 per annum,
plus such annual bonus payments as the Board of Directors of the Company may in
its discretion determine to be appropriate under the circumstances.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS
The Company does not have a Compensation Committee of its Board of
Directors. Decisions as to compensation are made by the Company's Board of
Directors. During the Company's fiscal year ended October 31, 1996, none of the
executive officers of the Company has served on the board of any other entity,
any of whose officers has served on the Board of Directors of the Company.
5
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REPORT ON EXECUTIVE COMPENSATION
There is no Compensation Committee of the Board of Directors or other
committee of the Board performing equivalent functions. As noted above,
compensation of the Company's executive officers is determined by the Board of
Directors. There is no formal policy for the Company's executive officers, other
than the existing employment agreement with Mr. Rosenberg.
The Board of Directors has appointed a Stock Option Committee which has
made grants under, and administered, the 1991 Stock Incentive Plan. The
Committee will continue to make grants and administer the 1991 Stock Incentive
Plan.
Total compensation for executive officers consists of a combination of
salaries and stock option awards. The salary of the Company's Vice President-
Finance is fixed annually by the terms of his employment agreement with the
Company. Executive officers shall be entitled to receive such annual bonuses as
the Board of Directors may in its discretion determine to be appropriate under
the circumstances, based upon, with respect to each fiscal year, the Company's
results of operations and progress with respect to the achievement of its
strategic goals, the executive officers' performance, and such other factors as
the Board of Directors deems to be relevant. No bonuses were paid to any
executive officer in 1996. Stock option awards under the Company's 1991 Stock
Incentive Plan are intended to attract, motivate and retain senior management
personnel by affording them an opportunity to receive additional compensation
based upon the performance of the Company's Common Stock.
COMPENSATION OF DIRECTORS
Each director who is not an employee of the Company receives monthly
fees of $1,000 for serving as a director of the Company and $1,000 for each day
during which he participates in a meeting of the Board and, if on a separate
day, $500 for each day during which he participates in a meeting of a committee
of the Board of which is a member. In addition, see "Stock Option Plan for
Non-Employee Directors" below.
BENEFIT PLANS
Except as set forth below under "Stock Plans", the Company does not
maintain any pension, profit-sharing or other incentive compensation plans for
the benefit of any of its current employees.
STOCK PLANS
In 1991, the Board of Directors of the Company adopted a Stock Option
Plan for Non-Employee Directors (the "Stock Option Plan for Non-Employee
Directors") and a 1991 Stock Incentive Plan (the "1991 Stock Incentive Plan"). A
brief description of each plan is as follows:
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
Up to 25,000 shares of common stock may be issued pursuant to the Stock
Option Plan for Non-Employee Directors (subject to appropriate adjustment in the
event of changes in the corporate structure of the Company). The Stock Option
Plan for Non-Employee Directors provides that each director of the Company who
is not an employee of the Company or any subsidiary (and who has not been an
employee for at least one year prior to the date of grant) shall be
automatically granted an option to purchase up to 500 shares of common stock of
the Company on the date of each annual meeting of stockholders at which he or
she is elected as a director of the Company. Only nonqualified options may be
granted under the Stock Option Plan for Non-Employee Directors. The option
exercise price shall be equal to the fair market value of a share of common
stock of the Company on
6
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the date of the grant, and the options granted become exercisable six months
after issuance.
Pursuant to the Stock Option Plan for Non-Employee Directors, on April
8, 1992, the Company granted nonqualified options to two nonemployee directors
of the Company to each purchase 500 shares of the Company's common stock at an
exercise price of $6.75 per share (which options will expire in April 1997).
Pursuant to the Plan, on October 13, 1994, the Company granted nonqualified
options to its two current nonemployee directors to each purchase 500 shares of
the Company's common stock at an exercise price of $9.75 per share which options
will expire in October 1999. Pursuant to the Plan, on April 11, 1995, the
Company granted nonqualified options to its two current nonemployee directors to
each purchase 500 shares of the Company's common stock at an exercise price of
$15.00 per share which options will expire in April 2000.
1991 STOCK INCENTIVE PLAN
The 1991 Stock Incentive Plan permits the granting of awards in the
forms of nonqualified stock options, incentive stock options, restricted stock,
deferred stock, and other stock-based incentives. Up to 300,000 shares of common
stock of the Company may be issued pursuant to the 1991 Stock Incentive Plan
(subject to appropriate adjustment in the event of changes in the corporate
structure of the Company). Officers and other key employees of the Company or
any subsidiary are eligible to receive awards under the 1991 Stock Incentive
Plan. The option exercise price of all options which are granted under the 1991
Stock Incentive Plan must be at least equal to 100% of the fair market value of
a share of common stock of the Company on the date of grant.
Pursuant to the 1991 Stock Incentive Plan, on October 6, 1991, the
Committee administering the Plan granted nonqualified stock options to the
Company's President to purchase up to 150,000 shares of common stock at a
purchase price of $7.00 per share and to the Company's Vice President to
purchase up to 15,000 shares of common stock at a purchase price of $7.00 per
share. The option granted to the Company's President terminates on the eighth
anniversary of its effective date and the option granted to the Company's Vice
President terminates on the fifth anniversary of its effective date.
On October 13, 1994, the Committee granted additional noqualified stock
options to the Company's Vice President to purchase up to 15,000 shares of
common stock at a purchase price of $9.75 per share which terminates on the
fifth anniversary of its effective date.
7
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PERFORMANCE GRAPH
The following graph compares the cumulative total return on the
Company's common stock with the cumulative total return of The Nasdaq Stock
Market Total Return Index for the five-year period ended October 31, 1996. The
graph assumes that the value of the investment in the Company and the index was
$100 on October 31, 1991 and assumes that all dividends were reinvested. The
Company has not paid any dividends and, therefore, the cumulative total return
calculation for the Company is based solely upon stock price appreciation and
not upon reinvested dividends. The Company has not had significant operating
businesses or operations in a primary business segment to which a meaningful
comparison of the Company's performance for the five-year period ended October
31, 1996 can be made.
RETURN TO SHAREHOLDERS OF COOPER LIFE SCIENCES, INC.
<TABLE>
<CAPTION>
======================================================================================================================
10/31/91 10/31/92 10/31/93 10/31/94 10/31/95 10/31/96
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Cooper Life $100 $ 92.59 $118.52 $148.15 $125.93 $170.37
Sciences, Inc.
- ----------------------------------------------------------------------------------------------------------------------
NASDAQ Market $100 $112.76 $145.29 $146.07 $196.54 $232.22
Total Return
Index
======================================================================================================================
</TABLE>
PROPOSAL II: RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Grant Thornton LLP,
certified public accountants, to audit and opine upon the consolidated financial
statements of the Company for the fiscal year ending October 31, 1997, such
appointment to continue at the pleasure of the Board of Directors and to be
subject to ratification by the stockholders. Grant Thornton LLP has acted as
auditors of the Company since 1992. The stockholders are asked to ratify such
appointment.
The Board of Directors expects that one or more representatives of Grant
Thornton LLP will be present at the Annual Meeting, will have the opportunity to
make a statement if they desire to do so, and will be available to respond to
appropriate questions.
OTHER MATTERS
The Board of Directors of the Company knows of no other matters to be
presented at the Annual Meeting, but if any such matters properly come before
the Annual Meeting, it is intended that the persons holding the accompanying
proxy will vote in accordance with their best judgement.
RECOMMENDATIONS
The Board of Directors of the Company recommends that the stockholders
vote FOR the election of the nominees for director named in this Proxy Statement
and FOR ratification of the appointment of Grant Thornton LLP as independent
auditors.
8
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SUBMISSION OF STOCKHOLDER PROPOSALS
A stockholder proposal must be received by the Company on or prior to
November 6, 1997 at the address of the Company set forth on the first page of
this Proxy Statement in order to be eligible for inclusion in the Company's
proxy statement for the next annual meeting of stockholders. Any such proposal
should be directed to the Secretary of the Company.
By Order of the Board of Directors
Harold L. Schneider
Secretary
Dated: February 28, 1997
9
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Appendix 1
Proxy Card
COOPER LIFE SCIENCES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
The undersigned hereby appoints Harold L. Schneider and Steven Rosenberg
as Proxies, each with the power to appoint his substitute, and hereby authorizes
them, to represent and vote, as designated on the reverse, all shares of Common
Stock of Cooper Life Sciences, Inc. (the "Company") held of record by the
undersigned on February 28, 1997, at the Annual Meeting of Stockholders to be
held on April 9, 1997 or any adjournment thereof.
(TO BE SIGNED ON REVERSE SIDE.)
- --------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
WITHHOLD AUTHORITY
to vote for all nominees
FOR listed at right.
1. ELECTION OF [ ] [ ] Nominees: William L. Cohen
DIRECTORS Moses Marx
Steven Rosenberg
FOR all nominees Randolph B. Stockwell
(listed except as
marked to the
contrary below)
- ------------------------------
FOR AGAINST ABSTAIN
2. Proposal to ratify the selection of Grant Thornton LLP [ ] [ ] [ ]
to serve as the Company's independent auditors
for fiscal 1997
3. In their discretion, upon such other business as may properly come before the
Annual Meeting or any postponement or adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS INSTRUCTED. IN THE ABSENCE OF INSTRUCTION, THIS PROXY WILL BE VOTED FOR
THE 4 NOMINEES FOR ELECTION, AND FOR PROPOSAL 2.
STOCKHOLDERS ARE URGED TO DATE, MARK, SIGN AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
SIGNATURES:_______________________________________________ Date:________________
NOTE: Please sign exactly as name or names appear on stock certificate (as
indicated hereon.)
