SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PMC-Sierra, Inc.
- ------------------------------------------------
(Name of Registrant as specified in its charter)
- ------------------------------------------------
(Name of person(s) filing proxy statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] 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 paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:_______________________________________
(2) Form, Schedule or Registration Statement No.:_________________
(3) Filing Party:_________________________________________________
(4) Date Filed:___________________________________________________
<PAGE>
PMC-SIERRA, INC.
----------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on May 19, 1999
----------------------------
The 1999 Annual Meeting of Stockholders of PMC-Sierra, Inc. (the
"Company") will be held on Wednesday, May 19, 1999 at 2:00 p.m. local time, at
the Fairmont Hotel, located at 170 South Market Street, San Jose, California
95113, to act on the following matters:
1. To elect directors of the Company to serve for the ensuing
year and until the next Annual Meeting or the election of
their successors.
2. To enable stockholders to call a special stockholders meeting
and eliminate the ability of stockholders to act other than at
a meeting of all stockholders.
3. To approve an amendment to the Company's Certificate of
Incorporation to increase the authorized number of shares of
Common Stock by 100,000,000 shares to a total of 200,000,000
shares.
4. To ratify the appointment of Deloitte & Touche LLP as the
Company's independent auditors for the 1999 fiscal year.
5. To transact such other business as may properly come before
the meeting or any adjournment thereof.
These matters are more fully described in the Proxy Statement
accompanying this Notice.
Only stockholders of record at the close of business on March 31, 1999
are entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof.
Robert L. Bailey,
President and Chief Executive Officer
Burnaby, British Columbia
Canada
April 20, 1999
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| IMPORTANT |
|------------------------------------------------------------------------------|
| To ensure your representation at the meeting, please mark, sign, |
| date and return the enclosed proxy card as soon as possible in the |
| enclosed postage-paid envelope. If you attend the meeting, you may |
| vote in person even if you returned a proxy. |
| |
- --------------------------------------------------------------------------------
<PAGE>
PMC-SIERRA, INC.
----------------------------
PROXY STATEMENT
1999 ANNUAL MEETING OF STOCKHOLDERS
----------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of
PMC-Sierra, Inc. (the "Company") for use at the Annual Meeting of Stockholders
of the Company to be held on Wednesday, May 19, 1999 at 2:00 p.m., local time,
or at any adjournments thereof. The Annual Meeting will be held at the Fairmont
Hotel, which is located at 170 South Market Street, San Jose, California 95113.
The Company's principal office is located at 105-8555 Baxter Place, Burnaby,
British Columbia, V5A 4V7, Canada. Its telephone number at that location is
(604) 415-6000. The Company's principal subsidiary is a Canadian corporation
named PMC-Sierra, Ltd. ("LTD"). References in this proxy statement to "PMC" or
the "Company" mean the parent company, PMC-Sierra, Inc. References to "LTD" mean
PMC's principal subsidiary.
This proxy statement is being mailed to stockholders on or about April
22, 1999.
Record Date and Share Ownership
Only holders of Common Stock of record at the close of business on
March 31, 1999 (the "Record Date") are entitled to notice of and vote at the
Annual Meeting of Stockholders. At the Record Date, 31,753,139 shares of the
Company's Common Stock were issued and outstanding.
Stockholders' Proposals for 2000 Annual Meeting
Proposals to be presented by stockholders of the Company at the 2000
Annual Meeting must be received by the Company no later than December 20, 1999
for inclusion in the proxy statement and form of proxy relating to that meeting.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by (i) delivering to the Company's
Assistant Secretary at 105-8555 Baxter Place, Burnaby, British Columbia, V5A
4V7, Canada, a written notice of revocation or a duly executed proxy bearing a
later date, or (ii) attending the meeting and voting in person.
<PAGE>
Voting and Solicitation
Each share of Common Stock outstanding on the Record Date is entitled
to one vote. In addition, since cumulative voting applies to PMC's Common Stock
in the election of directors, if any stockholder at the meeting and prior to the
voting gives notice of the stockholder's intention to cumulate votes for the
election of directors, then every stockholder, or the stockholder's proxy, who
is entitled to vote upon the election of directors may cumulate such
stockholder's votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of shares held by such
stockholder, or distribute the stockholder's votes on the same principle among
as many candidates as the stockholder may select, provided that votes cannot be
cast for more than five nominees. The five nominees receiving the highest number
of affirmative votes of the shares present or represented and entitled to vote
shall be elected as directors.
Proposals two and three require the affirmative vote of a majority of
the shares outstanding on the Record Date. Approval of each other matter
requires the affirmative vote of a majority of the Votes Cast. In addition, the
affirmative votes must constitute at least a majority of the shares outstanding
on the Record Date. "Votes Cast" is defined under Delaware law as the shares of
the Company's Common Stock represented and voting in person or by proxy at the
Annual Meeting. Votes that are cast against a proposal will be counted for
purposes of determining (i) the presence or absence of a quorum and (ii) the
total number of Votes Cast with respect to the proposal. While there is no
definitive statutory or case law authority in Delaware as to the proper
treatment of abstentions in the counting of votes with respect to a proposal,
the Company believes that abstentions should be counted for purposes of
determining both (i) the presence or absence of a quorum and (ii) the total
number of Votes Cast with respect to the proposal (other than the election of
directors). In the absence of controlling precedent to the contrary, the Company
intends to treat abstentions in this manner. Accordingly, abstentions will have
the same effect as a vote against the proposal. Broker non-votes will be counted
for purposes of determining the presence or absence of a quorum for the
transaction of business, but will not be counted for purposes of determining the
number of Votes Cast with respect to the particular proposal on which the broker
has expressly not voted. Accordingly, broker non-votes will not affect the
outcome of the voting on a proposal that requires a majority of the Votes Cast.
Votes Cast by proxy or in person at the Annual Meeting will be
tabulated by the Inspector of Elections (the "Inspector") with the assistance of
the Company's transfer agent. The Inspector will also determine whether a quorum
is present.
The cost of soliciting proxies will be borne by the Company. The
Company has retained the services of Georgeson & Company Inc. to solicit
proxies, for which the Company estimates that it would pay fees of approximately
$25,000 plus out-of-pocket expenses. The Company may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding solicitation materials to such beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, in person or by telephone or facsimile.
<PAGE>
Security Ownership of Certain Beneficial Owners And Management
The following table sets forth certain information known to the Company
regarding beneficial ownership of Common Stock of the Company as of February 28,
1999 by (i) all persons known to the Company to be the beneficial owners of more
than 5% of the Company's Common Stock, (ii) each executive officer named in the
Summary Compensation Table below, (iii) each of the Company's directors, and
(iv) all current directors and executive officers as a group.
<TABLE>
<CAPTION>
Approximate
Name (1) Number of Shares Percentage
Ownership
<S> <C> <C>
Capital Research and Management Company(2)(3)................................... 3,333,300 10.4%
Putnam Investments, Inc. (2)(4)................................................. 2,046,950 6.4%
AMVESCAP PLC (2)(5)............................................................. 1,877,770 5.8%
FMR Corp.(2)(6)................................................................. 1,703,990 5.3%
James V. Diller(7).............................................................. 832,055 2.6%
Robert L. Bailey(8)............................................................. 568,433 1.8%
Gregory D. Aasen(9)............................................................. 280,943 *
John W. Sullivan(10)............................................................ 33,343 *
Alexandre Balkanski(11)......................................................... 35,102 *
Colin Beaumont(12).............................................................. 12,250 *
Frank Marshall(13).............................................................. 23,750 *
All current directors and executive officers as a group(7 persons)(14).......... 1,835,878 5.6%
- -------------------------
<FN>
* Less than 1%.
(1) The beneficial owners named in the table have sole voting and investment
power with respect to the shares, except as indicated.
(2) Based on statements filed with the Securities and Exchange Commission
pursuant to Sections 13(d) or 13(g) of the Securities Exchange Act of 1934.
The Company has not independently verified these statements or more current
holdings.
(3) Includes 3,333,300 shares beneficially held by Capital Research and
Management Company which has sole investing power but disclaims beneficial
ownership. Capital Research and Management Company advises SmallcapWorld
Fund, Inc. which has sole voting power as to 1,995,000 of those shares. The
address of Capital Research and Management Company and Smallcap World Fund,
Inc. is 333 South Hope Street, Los Angeles, California 90071.
(4) Putnam Investments, Inc. ("PI") beneficially owns 2,046,950 shares. PI's
wholly owned investment advisers Putnam Investment Management, Inc. ("PIM")
has shared dispositive power with respect to 1,946,000 of those shares, and
Putnam Advisory Company, Inc. ("PAC") has shared dispositive power with
respect to 100,950 of those shares. PAC also holds shared voting power with
PI with respect to 32,300 of those shares. PI's, PIM's and PAC's address is
One Post Office Square, Boston, Massachusetts 02109.
(5) AMVESCAP PLC has shared voting and dispositive power with respect to all
1,877,770 shares with AVZ, Inc., AIM Management Group, Inc. AMVESCAP Group
Services, Inc., INVESCO, Inc., INVESCO (NY) Asset Management, Inc. and
INVESCO North American Holdings, Inc., all of which are holding companies,
and with INVESCO Capital Management, Inc., INVESCO Funds Group, Inc.,
INVESCO Management & Research, Inc., and INVESCO Realty Advisers, Inc., its
investment advisers. The addresses for AMVESCAP PLC and its other holding
companies and investment advisers is 11 Devonshire Square, London EC2M 4YR,
England or 1315 Peachtree Street, N.E., Atlanta, Georgia 30309.
(6) Fidelity Management & Research Company ("Fidelity"), which is a
wholly-owned subsidiary of FMR Corp. ("FMR"), is an investment adviser to
FMR and the beneficial owner of 1,652,590 shares. Edward C. Johnson, III,
Chairman of FMR, and FMR through its control of Fidelity, has sole
dispositive power over 1,703,990 shares. FMR through its control of
Fidelity, has sole voting power over 51,400 shares. FMR Corp.'s address is
82 Devonshire Street, Boston, Massachusetts 02109.
<PAGE>
(7) Includes 324,645 shares subject to options exercisable within 60 days after
February 28, 1999. Mr. Diller's address is c/o PMC-Sierra, Inc., 105-8555
Baxter Place, Burnaby, British Columbia, V5A 4V7, Canada.
(8) Includes 171,875 shares subject to options exercisable within 60 days after
February 28, 1999. Also includes 337,954 shares issuable upon redemption of
LTD Special Shares, and 18,332 shares issuable upon redemption of LTD
Special Shares subject to options exercisable within 60 days after February
28, 1999.
(9) Includes 129,166 shares subject to options exercisable within 60 days after
February 28, 1999 and 13,900 shares held by Mr. Aasen's two sons. Also
includes 92,980 shares issuable upon redemption of LTD Special Shares,
25,383 shares issuable upon redemption of LTD Special Shares held by Mr.
Aasen's wife and 15,752 shares issuable upon redemption of LTD Special
Shares held by Mr. Aasen's two sons.
(10) Includes 22,911 shares subject to options exercisable within 60 days of
February 28, 1999, 532 shares held by Mr. Sullivan's wife and 2,500 shares
held in an investment retirement account.
(11) Includes 35,102 shares subject to options exercisable within 60 days after
February 28, 1999. Dr. Balkanski's address is c/o C-Cube Microsystems, 1778
McCarthy Boulevard, Milpitas, California 94062.
(12) Includes 11,250 shares subject to option exercisable within 60 days after
February 28, 1999. Mr. Beaumont's address is c/o Plaintree Systems, Inc.,
59 Iber Road, Stittsville, Ontario, Canada K25 1E7.
(13) Includes 18,750 shares subject to options exercisable within 60 days of
February 28, 1999. Mr. Marshall's address is 14585 Big Basin Way, Saratoga,
California 95070.
(14) Includes 713,699 shares subject to options exercisable within 60 days after
February 28, 1999 held by the current executive officers and directors
listed above. Also includes 18,332 shares issuable upon redemption of LTD
Special Shares subject to options exercisable within 60 days after February
28, 1999 held by one executive officer listed above and 472,069 shares
issuable upon redemption of LTD Special Shares held by two executive
officers listed above. See notes (7) through (12) above.
</FN>
</TABLE>
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
The Company's Bylaws provide for a board of five directors at the
time of the Annual Meeting. It is planned that a board of five directors will be
elected at the Annual Meeting. Unless otherwise instructed, the proxy holders
will vote the proxies received by them for the five nominees of the Board of
Directors named below, all of whom are presently directors of the Company. If
any nominee is unable or declines to serve as a director at the time of the
Annual Meeting, the proxies will be voted for any nominee designated by the
proxy holders to fill the vacancy. It is not expected that any nominee will be
unable or will decline to serve as a director. If stockholders nominate persons
other than the Company's nominees for election as directors, the proxy holders
will vote all proxies received by them in accordance with cumulative voting to
assure the election of as many of the Company's nominees as possible. The term
of office of each person elected as a director will continue until the next
Annual Meeting of Stockholders or until the director's successor has been
elected.
Recommendation
The Board of Directors unanimously recommends a vote FOR the nominees
listed below:
<TABLE>
<CAPTION>
Name of Nominee Age Principal Occupation Director
Since
<S> <C> <C> <C>
Robert L. Bailey.................. 41 President and Chief Executive Officer, PMC 1996
Alexandre Balkanski............... 38 President and Chief Executive Officer, C-Cube 1993
Microsystems, Inc.
Colin Beaumont.................... 59 Chief Technology Officer, Plaintree Systems, 1997
Inc. and Management Consultant
James V. Diller................... 63 Chairman of the Board of Directors, PMC 1983
Frank J. Marshall................. 52 Private Investor and Management Consultant 1996
</TABLE>
<PAGE>
Mr. Bailey has been a director of the Company since October 1996. Mr.
Bailey has served as the Company's President and Chief Executive Officer since
July 1997. Prior to his present position, Mr. Bailey has served as President,
Chief Executive Officer and director of LTD since December 1993. Prior to
joining LTD, Mr. Bailey was employed by AT&T-Microelectronics from August 1989
to November 1993 where he served as Vice President of Integrated Microperipheral
Products. Mr. Bailey was formerly employed at Texas Instruments in various
management assignments from June 1979 to August 1989.
Dr. Balkanski has been a director of the Company since August 1993. In
July 1988, Dr. Balkanski co-founded C-Cube Microsystems, Inc., a developer of
integrated circuits and software. Dr. Balkanski has held a variety of senior
management positions with C-Cube, and is currently its President, Chief
Executive Officer and a director. He also serves as a member of the board of
directors of CKS Group, Inc.
Mr. Beaumont has been a director of the Company since April 1997. Mr.
Beaumont served as Chief Executive Officer of Plaintree Systems, Inc. from June
1998 until February 1999. Mr. Beaumont currently serves as Chief Technology
Officer for Plaintree Systems, Inc. and is also a management consultant. Mr.
Beaumont is a board member of Plaintree Systems, Incorporated and served as a
board member of Bell Emergis from August 1998 until March 1999. In 1995 Mr.
Beaumont retired from Nortel where he was the Chief Engineer of BNR, the largest
commercial research and development facility in Canada. Mr. Beaumont has served
as a director of LTD since 1992.
Mr. Diller, a founder of the Company, served as the Company's Chief
Executive Officer from 1983 to July 1997 and as President from 1983 to July
1993. Mr. Diller has served as a director of the Company since the Company's
formation in 1983. Mr. Diller was named as the Chairman of the Company's Board
of Directors in July 1993. Mr. Diller served as Chief Financial Officer of the
Company from its formation until July 1987. He has served on the Board of LTD
since its formation. He is currently a non-officer employee of the Company, and
also serves on the board of directors of Elantec Semiconductor, Inc. and is
Chairman of the Board of Directors of Summit Microelectronics, a privately held
company.
Mr. Marshall has been a director of the Company since April 1996. Mr.
Marshall is currently a private investor and management consultant. Previously,
Mr. Marshall was Vice President, General Manager of Cisco Systems Inc.'s Core
Products Business Unit. Mr. Marshall has also served as Vice President of
Engineering for Cisco Systems Inc. from April 1992 to July 1995. He also serves
on the board of directors of Covad Communications Inc. and several private
companies. Mr. Marshall also serves on the technical advisory board of several
high technology companies, is a member of the technical advisory Board of
Interwest Partners and is a Venture Partner at Sequoia Capital.
Vote Required
The five nominees for director receiving the highest number of affirmative
votes of shares entitled to be voted for them shall be elected as directors.
Votes withheld from any director are counted for purposes of determining the
presence or absence of a quorum, but have no other legal effect under Delaware
law.
<PAGE>
Board Meetings and Committees
The Board of Directors of the Company held five meetings during the 1998
fiscal year. All nominees who were Board members in 1998 attended 80% or more of
the meetings of the Board of Directors and of the committees of the Board on
which the director served held during their membership period. The Board of
Directors has an Audit Committee, Compensation Committee, Stock Option
Committee, Plan Committee, and Capital Expenditures Committee. The Board does
not have a nominating committee.
The Audit Committee, which consists of Mr. Beaumont and Mr. Marshall,
generally meets on the same date as the Board of Directors, and in addition held
one meeting and took action by written consent on one occasion in 1998. The
Audit Committee recommends engagement of the Company's independent auditors,
approves the services performed by the Company's independent auditors and
reviews the Company's accounting principles and its system of internal
accounting controls.
The Compensation Committee, which consists of Mr. Diller and Dr.
Balkanski, generally meets on the same date as the Board of Directors, and in
addition held two meetings in 1998. The Compensation Committee reviews and makes
recommendations to the Board concerning the Company's executive compensation
policy, bonus plans and equity incentive plans.
The Stock Option Committee, which consists of Mr. Bailey and any other one
director, took action by written consent on several occasions but did not hold
any meetings in 1998. The Stock Option Committee has authority to grant stock
options to purchase up to 25,000 shares to individuals not subject to Section 16
of the Securities Exchange Act of 1934.
The Plan Committee, which consists of Dr. Balkanski and Mr. Marshall did
not hold any meetings in 1998. The Plan Committee has authority to grant options
to individuals subject to Section 16 of the Securities Exchange Act of 1934.
The Capital Expenditures Committee, which consists of three directors, two
of whom must be non-employee directors, was established in October 1998 and did
not hold any meetings in 1998. The Capital Expenditures Committee has authority
to approve capital expenditures.
Board Compensation
Non-employee directors receive an annual retainer of $12,000 per year plus
$1,000 per board meeting attended for their services as members of the Board of
Directors. Non-employee directors are automatically granted options to purchase
20,000 shares of the Company's Common Stock upon nomination and thereafter 5,000
per year pursuant to the provisions of the Company's 1994 Incentive Stock Plan.
Accordingly, Mr. Marshall received an automatic annual grant of an option to
purchase 5,000 shares of Common Stock at an exercise price of $45.50 per share
in April 1998, Mr. Beaumont received an automatic annual grant of an option to
purchase 5,000 shares of Common Stock at an exercise price of $43.5625 per share
in April 1998, and Dr. Balkanski received an automatic annual grant of an option
to purchase 5,000 shares of Common Stock at an exercise price of $37.125 per
share in June 1998. These options become exercisable as to 1/4 of the shares
subject to the option after one year; thereafter, 1/48 of the shares subject to
the option become exercisable at the end of each calendar month.
The Company has agreed to indemnify each director and officer against
certain claims and expenses for which the director might be held liable in
connection with past or future services to the Company and its subsidiaries. In
addition, the Company maintains an insurance policy insuring its officers and
directors against such liabilities.
<PAGE>
Certain Transactions
During the year ended December 27, 1998, members of the Board of Directors
of the Company and executive officers of the Company received grants of options
as set forth under "Board Compensation" and "Executive Compensation."
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Company's Common Stock, to
file certain reports regarding ownership of, and transactions in, the Company's
securities with the Securities and Exchange Commission (the "SEC"). Such
officers, directors and 10% stockholders are also required by SEC rules to
furnish the Company with copies of all Section 16(a) forms that 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 1998 all the reporting persons complied with Section 16(a)
filing requirements except that Mr. Diller reported on a Form 4 in July 1998 the
acquisition of Common Stock of the Company in January 1998 upon exercise of
options to purchase Common Stock.
<PAGE>
PROPOSAL NO. 2:
TO ENABLE STOCKHOLDERS TO CALL A SPECIAL STOCKHOLDERS
MEETING AND ELIMINATE THE ABILITY OF STOCKHOLDERS
TO ACT OTHER THAN AT A MEETING OF ALL STOCKHOLDERS
The Board of Directors is proposing a change to PMC's Certificate of
Incorporation intended to protect and enhance stockholder democracy. The change
would ensure that all stockholders receive appropriate notice and information on
actions proposed by some of the Company's stockholders, and that stockholders
representing a majority of shares can call a special meeting of stockholders
through written consent.
Currently, stockholders are not permitted to call a special meeting of
stockholders through written consent. This proposal would give that right to
stockholders and would remove the right of a bare majority to take other actions
without notifying the balance of the stockholders and holding a meeting of all
stockholders.
Currently, the holders of a bare majority of the Company's stock can
effect, by written consent, many matters that the Board believes should be
effected at a regular or special stockholders' meeting. In some cases,
stockholders with slightly more than 50% of the shares outstanding could attempt
to effect actions through written consent which may benefit only the
stockholders signing the documents and potentially disadvantage the balance of
the stockholders. These efforts might occur without any notification to the
remaining stockholders and without giving them an opportunity to consider,
question and respond to such actions by voting their shares.
The Board believes that many of the corporate governance issues litigated
by other companies arise because the stockholders do not have a procedure to
effect changes they believe would be beneficial. The right to call a special
meeting of all stockholders by written consent and to place on the ballot those
issues the stockholders signing the consent believe should be voted on by all
stockholders will, if this proposal is approved, take the form of an amendment
to the Company's Articles of Incorporation which can only be modified in the
future by stockholders. The Board would also have the right to call special
stockholder meetings and to place on the ballot of any meeting, whether called
by the Board or a group of stockholders, the Board's proposals for the
consideration of all stockholders. The Board would continue to call the regular
annual meeting of stockholders.
The Board of Directors unanimously supports this amendment because it
provides all stockholders with a procedure to achieve consideration of proposals
affecting the Company, and it allows the Board and all stockholders to have all
material information concerning issues to be decided at a meeting and a
reasonable period of time to consider that information. While the proposal does
limit the flexibility of some stockholders to decide issues by written consent
without following a reasonable process in which all stockholders can
participate, the Board believes that the advantage of this proposal is that it
allows all stockholders to continue to make fundamental decisions about the
Company's future.
The proposed change would provide the following procedures for a consent
solicitation. A complete copy of the proposed amendment follows this discussion.
o Stockholders can act by written consent, but only to call a special meeting.
o PMC's Board of Directors must, within a limited time, respond to the request
for the meeting and hold the meeting. Thus, the special meeting would be
held within 75 days after the Board concludes that a proper request was
made, which is the same time period required under PMC's Bylaws for any
special meeting of stockholders.
<PAGE>
o The meeting will cover any action specifically proposed in the written
consent.
o PMC's Board of Directors may propose additional actions to be considered at
the meeting.
o The stockholders signing the written consents would provide the Company with
all information which would be required if the stockholders were soliciting
proxies for a stockholders meeting.
This proposal, which PMC's Board unanimously approved, differs
significantly from proposals by other companies for charter amendments relating
to written consents. Many other companies have eliminated entirely the ability
of stockholders to act by written consent, and to call special meetings of
stockholders, leaving the stockholders with no practical way to influence events
between annual stockholder meetings. The Board believes that adding the right to
call special shareholder meetings by written consent and eliminating the right
to take other actions by written consent will ensure that all stockholders have
an opportunity to participate in important corporate decisions and that those
proposals will be addressed in a reasonable timeframe.
The over-all effect of this proposal, if approved, is likely to make it
more difficult for a single potential acquirer to gain control of the Company
without facing competitive bids from other potential acquirers and a vote of all
of the stockholders. This may render more difficult or discourage a merger or
tender offer for PMC. However, the ability to call a special meeting of
stockholders to consider any such offers may make it more likely that the
stockholders will have more than one offer to consider at the special meeting.
The Board's consideration and approval of this proposal was not the result of
any specific effort known to PMC to accumulate PMC securities or to obtain
control of PMC by means of a merger, tender offer, solicitation in opposition to
management or otherwise.
PMC is required by SEC rules to disclose information about provisions of
PMC's Certificate of Incorporation and Bylaws which may have an anti-takeover
effect. Proposal 3, which would increase PMC's authorized number of shares of
Common Stock, would enable PMC's Board to issue additional shares without
stockholder approval (except if required by Nasdaq rules). PMC's Certificate of
Incorporation provides for 5,000,000 shares of authorized but unissued Preferred
Stock as to which the Board retains the power to determine voting and other
rights. While PMC does not currently have a stockholder rights plan, the Board
may adopt such a plan if the Board, after appropriate deliberation and
consultation with its financial and/or legal advisors, determines that it is in
the best interests of the Company and its stockholders that such a plan be
adopted. PMC's Bylaws do not allow stockholders to call a special meeting.
However, if this proposal is adopted, stockholders could call a special meeting
through the proposed written consent solicitation process. The Company believes
that all these provisions in the Certificate of Incorporation and Bylaws can be
revised or eliminated at a special stockholders meeting which is called, and for
which proxies are solicited, in compliance with the Company's charter documents
and applicable laws.
SEC rules also require a comparison of applicable provisions of Delaware
law with the current proposal. The Delaware General Corporation Law provides
that stockholders may act by written consent on any matter, except as otherwise
provided in the Certificate of Incorporation. This proposal would eliminate the
matters on which the stockholders can currently act by written consent and add
the ability for the stockholders to calling a special meeting by written consent
in accordance with the procedures in the proposal.
<PAGE>
PROPOSED CHANGE TO ARTICLE XII OF PMC'S CERTIFICATE OF INCORPORATION
The stockholders of the Corporation shall not act by written consent,
except solely to call a special meeting of the stockholders in accordance with
the following procedures:
(a) Upon request by written consent of holders of a majority of the
outstanding shares, containing the information described below, sent
by registered mail to the president or chief executive officer, the
Board of Directors shall determine a place and time for such meeting
and a record date for the determination of stockholders entitled to
vote at such meeting. Such time shall not be more than 75 days after
determination of the validity of such request. The board of directors
shall have no more than 10 days after receipt of such request to
determine its validity. Following such receipt and determinations, the
secretary shall give notice to the stockholders entitled to vote at
such meeting that a meeting will be held at the place and time so
determined.
(b) The request by written consent shall state each action the requesting
stockholders propose to take at such meeting. The board of directors
may include other proposals to be considered at such meeting.
(c) The requesting stockholders shall provide to the Corporation
information regarding any material interest in the proposal held by
the requesting stockholders and any other information that would be
required to be disclosed in filings with the Securities and Exchange
Commission in connection with the solicitation of proxies.
Vote Required
The affirmative vote of the holders of a majority of the outstanding
shares of the Common Stock will be required to approve this Amendment to the
Company's Certificate of Incorporation. As a result, abstentions and broker
non-votes will have the same effect as negative votes.
Recommendation
The Board of Directors unanimously recommends a vote FOR Proposal No.2.
<PAGE>
PROPOSAL NO. 3:
AMENDMENT OF CERTIFICATE OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK
In February 1999 the Board of Directors approved an amendment to the
Company's Certificate of Incorporation to increase the number of authorized
shares of Common Stock of the Company, $0.001 par value per share, from
100,000,000 to 200,000,000 (the "Amendment").
The additional Common Stock to be authorized by adoption of the
Amendment would have rights identical to the currently outstanding Common Stock
of the Company. Adoption of the proposed Amendment would not affect the rights
of the holders of currently outstanding Common Stock of the Company, except to
the extent additional shares are actually issued. If the Amendment is adopted,
it will become effective upon filing of a Certificate of Amendment of the
Company's Certificate of Incorporation with the Secretary of State of the State
of Delaware.
On April 15, 1999, the Company announced a two-for-one stock split in
the form of a stock dividend for shareholders of record on April 30, 1999. After
the stock split, approximately 64,000,000 shares will be outstanding and
approximately 15,000,000 shares will be reserved for options, warrants, employee
equity plans and other convertible securities, leaving only approximately
21,000,000 shares available.
Purpose and Effect of the Amendment
The principal purpose of the Amendment is to provide the Company with
the flexibility to issue Common Stock for proper corporate purposes which may be
identified in the future, such as to effect stock splits in the form of stock
dividends, make acquisitions through the use of stock, adopt additional equity
incentive plans or reserve additional shares for issuance under such plans, and
raise equity capital. The Board of Directors has not authorized or taken any
action with respect to the issuance of, and has no present agreement,
arrangement or intention to issue, any of the additional shares for which
approval is sought.
Under Delaware law, the Board of Directors cannot split the Company's stock
by means of a stock dividend without stockholder approval if the number of
authorized shares available is insufficient. As a result, if this proposal is
not approved, for all practical purposes the Board would be unable to declare
any significant stock dividends. The Board may distribute stock dividends in the
future but has no present intention of doing so, and its decision to approve a
stock dividend will be based upon market and other factors deemed relevant by
the Board from time to time.
The increased reserve of shares available for issuance may also be used
in connection with potential acquisitions. The Company has acquired other
businesses using its stock as consideration, such as the acquisition of LTD and
of assets of Bipolar Integrated Technology, Inc. and Integrated Telecom
Technology Inc. The ability to use its stock as consideration provides the
Company with negotiation benefits and increases its ability to acquire other
companies or their assets. In addition, the increased reserve of shares
available for issuance may be used for new equity incentive plans which the
Company may adopt for grants to its employees, consultants and directors,
including in connection with potential acquisitions, and for reserving
additional shares under the Company's existing plans.
<PAGE>
The availability of additional shares of Common Stock is particularly
important in the event that the Board of Directors needs to undertake any of the
foregoing actions on an expedited basis and therefore needs to avoid the time
(and expense) of seeking stockholder approval in connection with the
contemplated action. If the Amendment is approved by the stockholders, the Board
of Directors does not intend to solicit further stockholder approval prior to
the issuance of any additional shares of Common Stock, except as may be required
by applicable law or rules. For example, under Nasdaq rules, stockholder
approval is required for any issuance of 20% or more of the Company's
outstanding shares in connection with acquisitions.
The increase in the authorized number of shares of Common Stock and the
subsequent issuance of such shares could have the effect of delaying or
preventing a change in control of the Company without further action by the
stockholders. Shares of authorized and unissued Common Stock could (within the
limits imposed by applicable law) be issued in one or more transactions which
would make a change in control of the company more difficult, and therefore less
likely. Any such issuance of additional stock could have the effect of diluting
the earnings per share and book value per share of outstanding shares of Common
Stock or the stock ownership and voting rights of a person seeking to obtain
control of the Company. The Company is not presently aware of any pending or
proposed transaction involving a change in control of the Company. While it may
be deemed to have potential anti-takeover effects, the proposed Amendment is not
prompted by any specific effort or takeover threat currently perceived by
management.
Vote Required
The affirmative vote of the holders of a majority of the outstanding
shares of the Common Stock will be required to approve this Amendment to the
Company's Certificate of Incorporation. As a result, abstentions and broker
non-votes will have the same effect as negative votes.
Recommendation
The Board of Directors unanimously recommends a vote FOR Proposal No.3.
<PAGE>
PROPOSAL NO. 4:
CONFIRMATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Company's Board of Directors has selected Deloitte & Touche LLP,
Independent Auditors, to audit the financial statements of the Company for the
1999 fiscal year and recommends that the stockholders ratify such selection. In
the event of a negative vote, the Board of Directors will reconsider its
selection. Representatives of Deloitte & Touche LLP are expected to be present
at the meeting with the opportunity to make a statement if they desire to do so,
and are expected to be available to respond to appropriate questions.
Vote Required
The affirmative vote of a majority of the Votes Cast will be required
to confirm the appointment of Deloitte & Touche LLP as independent auditors of
the Company for the 1999 fiscal year.
Recommendation
The Board of Directors unanimously recommends a vote FOR Proposal No.4.
EXECUTIVE COMPENSATION
Compensation Tables
Summary Compensation Table. The following table sets forth the
compensation paid by any person for all services rendered in all capacities to
the Company, for each of the three fiscal years ending in fiscal 1998, to the
Chief Executive Officer and each of the other four most highly compensated
executive officers of the Company in fiscal 1998:
<TABLE>
<CAPTION>
Long-Term
Compensation(1)
Securities All Other
Annual Compensation Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($) Options (#) ($)(2)
<S> <C> <C> <C> <C> <C>
Robert L. Bailey............................... 1998 230,185 456,019 150,000 9,765(3)
President and Chief Executive Officer 1997 211,415 459,837 150,000 7,751(5)
1996 209,438 221,424 50,000 25,569(6)
Gregory Aasen.................................. 1998 168,968 238,060 100,000 364
Chief Operating Officer 1997 147,810 186,102 100,000 198
1996 135,055 94,896 -- 63
John W. Sullivan (4)........................... 1998 140,165 141,376 25,000 483
Vice President Finance 1997 87,916 84,552 75,000 27,003(7)
and Chief Financial Officer
- -----------------------
<FN>
(1) The Company made no restricted stock awards during the periods presented.
(2) Life insurance premiums, except as indicated in Notes (4), (5) and (6).
(3) Includes $798 for life insurance premium and $8,967 for 1998 tax
preparation.
(4) Mr. Sullivan joined the Company in April 1997 and was elected as Vice
President Finance and Chief Financial Officer in July 1997.
(5) Includes $107 for life insurance premium and $7,644 for 1997 tax
preparation.
(6) Includes $96 for life insurance premium and $25,473 to reimburse interest
paid to LTD. See "Certain Transactions" in the Company's 1997 Proxy
Statement.
(7) Includes $110 for life insurance premium and $26,893 for relocation
expenses.
</FN>
</TABLE>
<PAGE>
Option Grants in Last Fiscal Year. The following table sets forth each
stock option grant made during fiscal 1998 to each of the executive officers
named in the Summary Compensation Table above:
<TABLE>
<CAPTION>
Individual Grants Potential Realizable Value
Number of at Assumed Annual
Securities % of Total Rates of Stock
Underlying Options Granted Exercise or Price Appreciation
Options to Employees Base Price Expiration for Option Term(5)
Name Granted(1)(2) in Fiscal Year(3) ($/Sh)(4) Date 5%($) 10%($)
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L. Bailey...... 150,000 11.0 28.0625 01/14/2008 $ 2,647,253 $ 6,708,660
Gregory Aasen......... 100,000 7.3 28.0625 01/14/2008 1,764,836 4,472,440
John W. Sullivan...... 25,000 1.8 28.0625 01/14/2008 441,209 1,118,110
<FN>
(1) The listed options become exercisable as to 1/4 of the shares subject to
the option one year after the date of grant and thereafter monthly as to
1/48 of the shares subject to the option with full vesting occurring on the
fourth anniversary of the date of grant.
(2) Under the terms of the Company's 1994 Incentive Stock Plan, the Board of
Directors retains discretion, subject to plan limits, to modify the terms
of outstanding options and to reprice the options.
(3) The Company granted options to purchase 1,381,114 shares of Common Stock to
employees in fiscal 1998.
(4) The exercise price and tax withholding obligations related to exercise may
in some cases be paid by delivery to the Company of other shares or by
offset of the shares subject to the option.
(5) The 5% and 10% assumed annualized rates of compound stock price
appreciation are mandated by rules of the Securities and Exchange
Commission and do not represent the Company's estimate or a projection by
the Company of future Common Stock prices.
</FN>
</TABLE>
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End
Values. The following table sets forth, for each of the executive officers named
in the Summary Compensation Table above, stock options exercised during fiscal
1998 and the fiscal year-end value of unexercised options:
<TABLE>
<CAPTION>
Shares Number of Securities Value(1) of Unexercised
Name Acquired on Value Underlying Unexercised In-the-Money Options at
Exercise(1) Realized(1)(2)($) Options at Fiscal Year-End: Fiscal Year-End:
Exercisable/Unexercisable(3) Exercisable/Unexercisable($)
<S> <C> <C> <C> <C> <C> <C>
Robert L. Bailey......... 1,544 $45,315 126,665/241,667(4) 6,162,794/9,334,520
Gregory Aasen............ 2,048 $58,728 85,416/164,584 3,981,609/6,390,266
John W. Sullivan......... 273 $5,603 31,248/68,752 1,396,395/2,792,667
<FN>
(1) Shares acquired includes shares purchased pursuant to the Company's
Employee Stock Purchase Plan. Value realized includes the difference
between the closing market price of the Common Stock on the purchase date
and the purchase price of the shares purchased.
(2) Market value of underlying securities at exercise date (for value realized)
or year-end (for value at year-end), minus the exercise price. At December
27, 1998 the closing market price for the Company's stock was $61.5625.
(3) Does not include outstanding LTD Special Shares redeemable for shares of
Common Stock of the Company.
(4) Includes 18,332 shares issuable upon redemption of LTD Special Shares
subject to options.
</FN>
</TABLE>
Compensation Committee Interlocks and Insider Participation
During fiscal year 1998, Mr. Diller, the Company's President and Chief
Executive Officer until July 1997, acted as non-officer employee of the Company.
<PAGE>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The following report is provided to stockholders by the members of the
Compensation Committee of the Board of Directors.
Compensation Philosophy. Under the supervision of the Compensation
Committee of the Board of Directors, the Company has developed and implemented
compensation policies, plans and programs which seek to enhance the
profitability of the Company, and thus stockholder value, by aligning closely
the financial interests of the Company's senior managers with those of its
stockholders. In furtherance of these goals, annual base salaries are generally
set below competitive levels to emphasize annual and longer-term incentive
compensation. This is meant to attract, motivate and retain corporate officers
and other key employees to perform to the full extent of their abilities. Both
types of incentive compensation are variable and closely tied to corporate
performance in a manner that encourages continuing focus on profitability and
stockholder value.
Compensation for the Company's executive officers consists of a base
salary and annual and longer-term incentive compensation. The Committee
considers the total compensation (earned or potentially available) of each
executive officer in establishing each element of compensation.
Cash-Based Compensation. Each fiscal year the Committee reviews with
the Chief Executive Officer and approves, with appropriate modifications, an
annual base salary plan for the Company's senior executives (other than the
Chief Executive Officer). This base salary plan is based on industry, peer
group, and national surveys and performance judgements as to the past and
expected future contributions of the individual senior executives. The base
salaries are fixed at a level below the competitive amounts paid to senior
managers with comparable qualifications, experience and responsibilities at
other similarly sized high-technology companies.
Each executive officer, including the Chief Executive Officer, is
eligible to receive a quarterly cash bonus equal to a percentage of the
Company's operating group's pre-tax profits for the quarter. The percentages of
profits for each participant are determined annually by the Compensation
Committee based upon performance judgments as to the past and expected future
contributions of the individual senior executives. Increases to executive
officer base salaries in fiscal 1999 were determined by the Committee after
general consideration of total fiscal year 1998 compensation, industry and peer
group surveys, individual position and responsibilities and the individual's
total compensation package (including annual incentive and long-term incentive
compensation) in fiscal 1998 versus the proposed plan for fiscal 1999.
In fiscal 1998, the Company generally attained its performance goals
for pre-tax operating profit (excluding non-recurring charges), and bonuses
ranged in amount from approximately 49% to approximately 61% of total cash-based
compensation for the executive officers named in the Summary Compensation Table
(other than the Chief Executive Officer).
The industry and peer group used by the Compensation Committee for
purposes of determining executive officer compensation is not the same peer
group used in connection with cumulative total stockholder return because the
Compensation Committee believes that the Company's most direct competitors for
executive talent are not necessarily all of the companies included in that peer
group. To construct the industry and peer group for executive officer
compensation, the Company chose companies in the semiconductor industry that (i)
have revenues comparable to the Company's revenues, or (ii) compete with the
Company for executive talent irrespective of revenue. Companies are included in
the latter group if their executives have skills and expertise similar to the
skills and expertise the Company requires of its executive officers.
<PAGE>
Stock Options. During each fiscal year, the Stock Option Committee
considers the desirability of granting to executive officers awards under the
Company's 1994 Incentive Stock Plan, which allows for the grant of long-term
incentives in the form of stock options and stock purchase rights. The Stock
Option Committee believes stock option grants encourage the achievement of
superior results over time and align employee and stockholder interests. In
fixing the grants of stock options to executive officers (other than the Chief
Executive Officer) in the last fiscal year, the Stock Option Committee reviewed
with the Chief Executive Officer the recommended individual award, taking into
account scope of accountability, strategic and operational goals, and
anticipated performance requirements and contributions of the senior management
group. In addition, when hiring new executive officers, the Committee may
recommended a grant of options upon acceptance of employment. These grants are
made in order to retain qualified personnel and take into account the
compensation policies of the Company's competitors and the unique qualifications
of the new executives.
Chief Executive Officer Compensation. The Compensation Committee
reviews and fixes the total cash compensation of the Chief Executive Officer
based on similar competitive compensation data as for all executive officers and
the Compensation Committee's assessment of his past performance and its
expectation as to his future contributions in leading the Company and
positioning the Company for future growth. For fiscal 1998 the cash bonuses paid
to the Company's Chief Executive Officers were approximately 69% of the total
cash-based compensation, based on the pre-tax operating profit (excluding the
non-recurring expenses) of the Company. For fiscal 1998 the Company granted a
stock option to purchase 150,000 shares of common stock to the Chief Executive
Officer exercisable at $28.0625 per share. The award to the Chief Executive
Officer was based, among other things, on a review of competitive compensation
data from several surveys, data from selected peer companies (based on company
size, revenue rate and relative number of outstanding shares) and information
regarding long-term compensation awards, as well as the Committee's perception
of past and expected future contributions to the Company's achievement of its
long-term performance goals.
Respectfully submitted by:
Alexandre Balkanski
James V. Diller
<PAGE>
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
returns for the Company, the Nasdaq National Market, and the line-of-business
index for semiconductors and related devices (SIC code 3674) published by Media
General Financial Services. The graph assumes the investment of $100 on January
1, 1994. The performance shown is not necessarily indicative of future
performance.
Comparison of 5-Year Cumulative Total Return*
Among PMC-Sierra, Inc.,
Nasdaq National Market Index and SIC Code Index 3674
(Graph omitted)
COMPANY/INDEX/MARKET 1993 1994 1995 1996 1997 1998
- -------------------- ---- ---- ---- ---- ---- ----
PMC-SIERRA, INC. 100 206.78 376.27 406.78 840.68 1711.86
SIC CODE INDEX 100 123.54 200.64 323.01 336.60 506.78
NASDAQ MARKET INDEX 100 104.99 136.18 169.23 207.00 291.96
* The total return on each of these investments assumes the reinvestment
of dividends, although dividends have never been paid on the Company's
Common Stock.
<PAGE>
OTHER MATTERS
The Company knows of no other matters to be submitted to the meeting.
If any other matters properly come before the meeting, the persons named in the
accompanying form of proxy will vote the shares represented by proxy as the
Board of Directors may recommend or as the proxy holders, acting in their sole
discretion, may determine.
THE COMPANY WILL MAIL WITHOUT CHARGE TO ANY STOCKHOLDER, UPON WRITTEN
REQUEST, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 27, 1998, INCLUDING, IF SO REQUESTED, THE FINANCIAL STATEMENTS,
SCHEDULES AND A LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO: INVESTOR
RELATIONS, PMC-SIERRA, INC., 105-8555 BAXTER PLACE, BURNABY, BRITISH COLUMBIA,
V5A 4V7, CANADA.
FOR THE BOARD OF DIRECTORS
Dated: April 20, 1999
<PAGE>
APPENDIX 1: FORM OF PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PMC-SIERRA, INC
ANNUAL MEETING OF STOCKHOLDERS MAY 19, 1999
The undersigned stockholder of PMC-SIERRA, INC. (the "Company")
acknowledges receipt of the Notice of Annual Meeting of Stockholders and the
Proxy Statement each dated April 20, 1999, and the undersigned revokes all prior
proxies and appoints Robert L. Bailey and John W. Sullivan and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned to represent the undersigned and to
vote all shares of Common Stock of the Company which the undersigned would be
entitled to vote at the Annual Meeting of Stockholders to be held at the
Fairmont Hotel, located at 170 South Market Street, San Jose, California 95113,
on May 19, 1999 at 2:00 p.m. local time, and at any adjournment thereof, and
instructs said proxies to vote as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR THE PROPOSALS.
1. TO ELECT DIRECTORS OF THE COMPANY TO SERVE FOR THE ENSUING YEAR AND UNTIL
THE NEXT ANNUAL MEETING OR THE ELECTION OF THEIR SUCCESSORS.
Nominees: James V. Diller, Robert L. Bailey, Frank Marshall,
Alexandre Balkanski, Colin Beaumont
|_| FOR all nominees listed above (except as indicated)
|_| WITHHOLD
|_| _____________________________________________________________
If you wish to withhold authority to vote for any individual
nominee, write the name of the nominee on the line above
2. TO ENABLE STOCKHOLDERS TO CALL A SPECIAL STOCKHOLDERS MEETING AND
ELIMINATE THE ABILITY OF STOCKHOLDERS TO ACT OTHER THAN AT A MEETING OF
ALL STOCKHOLDERS.
|_| FOR |_| AGAINST |_| ABSTAIN
3. TO APPROVE AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK BY 100,000,000
SHARES TO A TOTAL OF 200,000,000 SHARES.
|_| FOR |_| AGAINST |_| ABSTAIN
4. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE 1999 FISCAL YEAR.
|_| FOR |_| AGAINST |_| ABSTAIN
<PAGE>
5. TO TRANSACT SUCH OTHER BUSINESS, IN THEIR DISCRETION, AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
|_| FOR |_| AGAINST |_| ABSTAIN
Dated: ___________________________ , 1999
____________________________________________
Signature
____________________________________________
Signature
(Note: This Proxy should be marked, dated
and signed by the stockholder exactly as
his/her name is printed at the left and
returned promptly in the enclosed envelope.
A person signing as an executor,
administrator, trustee or guardian should so
indicate and specify his/her title. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person. If
shares are held by joint tenants or a
community property, all joint owners should
sign)
