<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
<TABLE>
<CAPTION>
Check the appropriate box:
<S> <C> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use by the
[X] Definitive Proxy Statement Commission Only (as permitted by
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
KOPIN CORPORATION
-----------------
(Name of registrant as specified in its charter)
KOPIN CORPORATION
-----------------
(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)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
N/A
2. Aggregate number of securities to which transaction applies:
N/A
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):
N/A
4. Proposed maximum aggregate value of transaction:
N/A
5. Total fee paid:
N/A
[ ] 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:
N/A
2. Form, Schedule or Registration Statement No.:
N/A
3. Filing Party:
N/A
4. Date Filed:
N/A
<PAGE>
KOPIN CORPORATION
April 13, 1998
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
KOPIN CORPORATION, to be held at 10:00 a.m. on May 21, 1998, at the offices of
Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts (the "Meeting").
The Notice of Meeting and the Proxy Statement that follow describe the
business to be considered and acted upon by the stockholders at the Meeting.
The Board of Directors of the Company encourages your participation in the
Company's electoral process and, to that end, solicits your proxy. You may give
your proxy by completing, dating and signing the Proxy Card and returning it
promptly in the enclosed envelope. You are urged to do so even if you plan to
attend the Meeting.
Sincerely,
/s/ John C.C. Fan
JOHN C.C. FAN, Chairman
695 Myles Standish Boulevard, Taunton, Massachusetts 02780
<PAGE>
KOPIN CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 21, 1998
________________________
Notice is hereby given that the Annual Meeting (the "Meeting") of
Stockholders of Kopin Corporation (the "Company") will be held at the offices of
Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts on May 21, 1998, at
10:00 a.m., local time, to consider and act upon the following matters:
1. A proposal to elect seven (7) directors of the Company to serve until
the next Annual Meeting of Stockholders and until their successors are duly
elected and qualified.
2. A proposal to ratify the amendment of the Company's 1992 Stock Option
Plan to increase the number of shares authorized for issuance under the Plan.
3. A proposal to ratify the appointment of Deloitte & Touche LLP as
independent public accountants of the Company for the current fiscal year.
4. Such other business as may properly come before the Meeting or any
adjournments thereof.
Stockholders of record at the close of business on March 27, 1998 are
entitled to notice of and to vote at the Meeting and any adjourned sessions
thereof. All stockholders are cordially invited to attend the Meeting.
By Order of the Board of Directors
/s/ John C.C. Fan
JOHN C.C. FAN, Chairman
Taunton, Massachusetts
April 13, 1998
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE,
DATE, SIGN AND MAIL THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY, AND PROMPTLY RETURN IT IN THE PREADDRESSED ENVELOPE
PROVIDED FOR THAT PURPOSE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW ANY PROXY GIVEN BY YOU AND
VOTE YOUR SHARES IN PERSON.
<PAGE>
KOPIN CORPORATION
695 Myles Standish Boulevard
TAUNTON, MASSACHUSETTS 02780
___________________
PROXY STATEMENT
___________________
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of KOPIN CORPORATION (the "Company") of proxies for use
at the Annual Meeting of Stockholders (the "Meeting") to be held on May 21,
1998, and at any adjourned session thereof. This proxy statement was first
mailed to stockholders on or about April 13, 1998. All solicitation expenses,
including costs of preparing, assembling and mailing proxy material, will be
borne by the Company.
The close of business on March 27, 1998 has been established as the record
date for determining the stockholders entitled to notice of and to vote at the
Meeting and at any adjournments thereof. As of the record date, there were
issued and outstanding and entitled to vote 12,146,660 shares of common stock of
the Company, par value $.01 per share ("Common Stock"). Holders of shares of
Common Stock are entitled to one vote for each share owned at the record date on
all matters to come before the Meeting and any adjournments thereof. The
presence in person or by proxy of holders of a majority of the shares of Common
Stock entitled to vote at the Meeting constitutes a quorum for the transaction
of business.
Proxies in the form enclosed are solicited by the Board of Directors of the
Company. Any proxy may be revoked at any time before it is voted by written
notice, received by the Secretary of the Company prior to the Meeting, or by
revocation of a written proxy by request in person at the Meeting; but if not so
revoked, the shares represented by such proxy will be voted.
All proxies will be voted in accordance with the instructions contained
therein. If no choice is specified for one or more proposals in a proxy
submitted by or on behalf of a stockholder, the shares represented by such proxy
will be voted in favor of such proposals and in the discretion of the named
proxies with respect to any other proposals which may properly come before the
Meeting. If, in a proxy submitted on behalf of a stockholder by a person acting
solely in a representative capacity, the proxy is marked clearly to indicate
that the shares represented thereby are not being voted with respect to one or
more proposals, then such proxies will not be counted as present at the meeting
with respect to such proposals, and such "non-votes" will have no effect on the
voting on such proposals. Proxies submitted with abstentions as to one or more
proposals will be counted as present for purposes of establishing a quorum for
such proposals, and such abstentions will have the effect of a vote against such
proposals.
The Board of Directors does not know of any matters which will be brought
before the Meeting other than those matters specifically set forth in the notice
of Meeting (the "Notice"). However, if any other matter properly comes before
the Meeting, it is intended that the persons named in the enclosed form of
Proxy, or their substitutes acting thereunder, will vote on such matter in
accordance with their best judgment.
<PAGE>
PROPOSAL I
ELECTION OF DIRECTORS
The Company's By-laws provide that the Board shall consist of not less than
three nor more than thirteen directors. The Board has fixed the number of
directors at seven. Unless authority is withheld, it is the intention of the
persons voting under the enclosed proxy to vote such proxy in favor of the
election of each of the nominees to be directors of the Company until the 1999
Annual Meeting of Stockholders and until their successors are elected and
qualified. If any nominee is unavailable, such votes will be cast either for a
substitute nominee or to fix the number of directors at a lesser number. The
current Board has no reason to expect that any of the nominees will be
unavailable.
The following table sets forth certain information with respect to the
persons who have been nominated to serve as directors of the Company. All of
such persons are presently directors of the Company.
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR POSITION AND OFFICES
NAME AGE SINCE WITH THE COMPANY
- ---- --- --------- ---------------------
<S> <C> <C> <C>
John C.C. Fan.............. 54 1984 President, Chief Executive
Officer, Director and
Chairman of the Board
David E. Brook(2).......... 57 1984 Secretary and Director
Andrew H. Chapman (1)...... 43 1985 Director
Morton Collins (1)......... 62 1985 Director
Chi Chia Hsieh............. 53 1995 Director
Vallobh Vimolvanich........ 57 1995 Director
Michael A. Wall (2)........ 69 1984 Director
</TABLE>
___________________
(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
BACKGROUND OF NOMINEES FOR DIRECTOR AND CERTAIN OFFICERS
John C.C. Fan, President, Chief Executive Officer, Chairman of the
Board of Directors. Dr. Fan, a founder of the Company, has served as Chief
Executive Officer and Chairman of the Board of Directors of the Company since
its organization in April 1984. He has also served as President of the Company
since July 1990.
David E. Brook, Secretary and Director. Mr. Brook is a founder of the
Company and has served as a Director since 1984. Mr. Brook is the founder and
senior partner of the patent law firm of Hamilton, Brook, Smith & Reynolds in
Lexington, Massachusetts.
Andrew H. Chapman, Director. Mr. Chapman has served as a Director of
the Company since 1985. Mr. Chapman is a Managing Director of The Vertical
Group, a private investment management company, a position in which he has
served since its formation in 1988. From 1994 to 1996, Mr. Chapman also served
as Executive Vice President of Integrated Network Corporation, a privately held
telecommunications equipment company, of which he serves as a director.
2
<PAGE>
Morton Collins, Director. Mr. Collins has served as a Director of the
Company since 1985. Mr. Collins has been a General Partner of DSV Partners III,
a venture capital limited partnership, since 1981, and a General Partner of DSV
Management Ltd. since 1982. Since 1985, DSV Management Ltd. has been the
General Partner of DSV Partners IV, a venture capital limited partnership. Mr.
Collins is also a director of The Liposome Company, Inc., ThermoTrex
Corporation, Thermedics Detection, Inc. and a number of privately held
companies.
Chi Chia Hsieh, Director. Dr. Hsieh has served as a Director of the
Company since December 1995. Dr. Hsieh has been the President of
Microelectronics Technology, Inc., a Taiwan corporation publicly traded on the
Taiwan Stock Exchange and affiliated with Telecom Holding Co., Ltd. During
1997, Dr. Hsieh was one of Telecom Holding Co., Ltd.'s designees to the
Company's Board of Directors.
Vallobh Vimolvanich, Director. Dr. Vimolvanich has served as a
Director of the Company since December 1995. Dr. Vimolvanich has been the Vice
Chairman of Telecom Asia Corporation Public Company Limited, a
telecommunications company listed on the Stock Exchange of Thailand, since 1992.
Dr. Vimolvanich has also served as a director and President of Telecom Holding
Co., Ltd., a subsidiary and investment arm of Telecom Asia, since 1992. Dr.
Vimolvanich is Telecom Holding Co., Ltd.'s designee to the Company's Board of
Directors.
Michael A. Wall, Director. Mr. Wall is a founder of the Company and
has served as a Director since 1984. Mr. Wall is a director of Sugen, Inc. and
a director and Chairman of Alkermes, Inc. Mr. Wall has founded, been a director
of and/or managed over a dozen high technology firms in the last three decades,
including Centocor, Inc. and Flow Laboratories, Inc.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 1997 (the "1997 Fiscal
Year"), the Board held six meetings. During the 1997 Fiscal Year, each
incumbent director other than Dr. Hsieh and Dr. Vimolvanich attended at least
75% of the aggregate of the total number of meetings of the Board and the total
number of meetings held by all committees on which the individual director
served.
The Audit Committee presently is composed of two directors, Andrew H.
Chapman and Morton Collins. Responsibilities of this committee include
engagement of independent auditors, review of audit fees, supervision of matters
relating to audit functions, review and setting of internal policies and
procedure regarding audits, accounting and other financial controls, and
reviewing related party transactions. During the 1997 Fiscal Year, the Audit
Committee met two times.
During 1997 the Compensation Committee was composed of two directors,
David E. Brook and Michael A. Wall. Responsibilities of this committee include
approval of remuneration arrangements for executive officers of the Company,
review and approval of compensation plans relating to executive officers and
directors, including grants of stock options under the Company's 1992 Stock
Option Plan, and other benefits and general review of the Company's employee
compensation policies. None of the members of the Compensation Committee has
been an employee of the Company at any time and none has any relationship with
either the Company or the Company's officers requiring disclosure under
applicable regulations of the Securities and Exchange Commission, except for Mr.
Brook, who is a name partner of Hamilton, Brook, Smith & Reynolds, which is
patent counsel to the Company. During the 1997 Fiscal Year, the Compensation
Committee met two times.
The Board recommends that the shareholders vote "FOR" the proposed
nominees to the Board and the enclosed proxy will be so voted unless a contrary
vote is indicated. The directors shall be elected by a plurality of the votes
cast by the holders of Common Stock entitled to vote at the meeting.
3
<PAGE>
EXECUTIVE COMPENSATION
The table below sets forth certain compensation information for the
fiscal years ended 1997, 1996 and 1995 with respect to the Company's Chief
Executive Officer and the four other most highly paid (in 1997) executive
officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------
ANNUAL COMPENSATION SECURITIES ALL OTHER
NAME AND ----------------------------------------------- UNDERLYING COMPENSATION(1)
PRINCIPAL POSITION YEAR SALARY ($) BONUS($) OPTIONS (#) ($)
- ------------------------ ------ ------------ ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
John C.C. Fan, 1997 260,000 75,000 190,000 3,805
Chairman, CEO and 1996 235,000 50,000 130,000(2) 2,876
President 1995 200,000 50,000 134,000(2) 1,386
1,500(F)(3)
Paul J. Mitchell, 1997 170,000 35,000 30,000 2,481
Treasurer and CFO 1996 155,000 25,000 67,500(4) 2,373
1995 138,000 25,000 69,600(4) 1,955
1,500(F)(3)
Jeffrey J. Jacobsen, 1997 183,000 24,000 14,000 0
Senior Vice President - 1996 233,615 15,000 23,500(5) 0
Business Development 1995 224,390 0 15,000 0
1,500(F)(3)
Matthew J. Micci, 1997 188,670 0 7,000 2,621
Vice President - 1996 196,485 0 23,500(6) 2,933
Sales, Gallium Arsenide 1995 131,790 0 21,400(6) 1,733
Daily S. Hill 1997 109,000 54,882 13,000 2,450
Vice President 1996 95,000 17,844 12,900(7) 1,693
Gallium Arsenide 1995 86,860 6,000 14,000(7) 1,392
Operations
</TABLE>
______________
(1) Amounts represent the Company's matching contributions under the Company's
401(k) Plan.
(2) Includes options to purchase 45,000 shares (1996) and 64,000 shares (1995)
of the Company's common stock granted in exchange for certain outstanding
options previously granted to Dr. Fan. See "Options Repriced".
(3) Represents options to purchase shares of common stock of Forte
Technologies, Inc. ("Forte"), a previously majority-owned subsidiary of
the Company (designated in the tables as "F").
(4) Includes options to purchase 22,500 shares (1996) and 29,600 shares (1995)
of the Company's common stock granted in exchange for certain outstanding
options previously granted to Mr. Mitchell. See "Options Repriced."
(5) Includes options to purchase 13,500 shares of the Company's common stock
granted in exchange for certain outstanding options previously granted to
Mr. Jacobsen. See "Options Repriced".
(6) Includes options to purchase 13,500 shares (1996) and 6,400 shares (1995)
of the Company's common stock granted in exchange for certain outstanding
options previously granted to Mr. Micci. See "Options Repriced."
(7) Includes options to purchase 5,400 shares (1996) and 8,000 shares (1995) of
the Company's common stock granted in exchange for certain outstanding
options previously granted to Mr. Hill. See "Options Repriced."
4
<PAGE>
The following two tables disclose, for the Chief Executive Officer and the
other named executives, information regarding stock options granted or exercised
during, or held at the end of, 1997 pursuant to the Company's stock option
plans.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------ POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES
UNDERLYING GRANTED TO OF STOCK PRICE
OPTIONS EMPLOYEES EXERCISE APPRECIATION
GRANTED IN PRICE EXPIRATION FOR OPTION TERM (4)
NAME (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---------------------- --------------------- ------------- ---------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C>
John C. C. Fan 40,000(2) 6.1 15.00 7/10/07 377,200 956,400
150,000(3) 22.7 15.00 7/10/07 1,414,500 3,586,500
Paul J. Mitchell 10,000(1) 1.5 15.00 7/10/07 94,300 239,100
15,000(2) 2.3 16.69 12/15/07 157,350 399,000
Jeffrey J. Jacobsen 4,000(1) .6 15.00 7/10/07 37,720 95,640
10,000(2) 1.5 16.69 12/15/07 104,900 266,000
Matthew J. Micci 2,000(1) .3 15.00 7/10/07 18,860 47,820
5,000(2) .8 16.69 12/15/07 52,450 133,000
Daily S. Hill 3,000(1) .4 15.00 7/10/07 28,290 71,730
10,000(2) 1.5 16.69 12/15/07 104,900 266,000
</TABLE>
_____________
(1) Options granted under the Company's 1992 Stock Option Plan. Exercises of
one-fourth of the options to purchase shares are permitted on the first,
second, third, and fourth anniversary dates of the grant provided such
person is employed by the Company. Such options are not transferable,
other than by will or the laws of descent and distribution and to certain
immediate family members, trusts for the benefit of such family members and
partnerships in which such family members are partners and to any other
persons in the discretion of the Compensation Committee subject to certain
restrictions.
(2) Options granted under the Company's 1992 Stock Option Plan. Such options
are exercisable on December 31, 1998. Such options are not transferable,
other than by will or the laws of descent and distribution and to certain
immediate family members, trusts for the benefit of such family members and
partnerships in which such family members are partners and to any other
persons in the discretion of the Compensation Committee subject to certain
restrictions.
(3) Options granted under the Company's 1992 Stock Option Plan. Such Options
are exercisable upon the attainment of certain corporate milestones. Such
options are not transferable, other than by will or the laws of descent and
distribution and to certain immediate family members, trusts for the
benefit of such family members and partnerships in which such family
members are partners and to any other persons in the discretion of the
Compensation Committee subject to certain restrictions.
(4) The potential realizable value assumes that the stock price increases from
the date of grant until the end of the option term (typically 10 years) at
the annual rate of 5% and 10%. The assumed annual rates of appreciation
are computed in accordance with the rules and regulations of the Securities
and Exchange Commission. No assurance can be given that the annual rates
of appreciation assumed for the purposes of the table will be achieved, and
actual results may be lower or higher. The closing price of the Common
Stock on December 31, 1997 was $16.813.
5
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
12/31/97 (#) 12/31/97 ($)
SHARES ACQUIRED VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) (1)($) UNEXERCISABLE UNEXERCISABLE(2)
- ------------------------ ------------------ ----------------- ------------------------- ----------------------
<S> <C> <C> <C> <C>
John C.C. Fan N/A N/A 318,916/200,084 1,740,793/704,698
Paul J. Mitchell 35,000 333,438 98,233/66,867 525,105/282,101
Jeffrey J. Jacobsen N/A N/A 63,250/34,250 244,590/162,710
Matthew J. Micci N/A N/A 21,016/25,884 151,732/148,122
Daily S. Hill N/A N/A 12,909/24,991 88,635/102,874
</TABLE>
_______________
(1) Value realized is based on the closing price of the Common Stock on the
date of exercise minus the exercise price.
(2) Value of the Common Stock is based on the closing sale price of the Common
Stock as of December 31, 1997 ($16.813) minus the exercise price.
6
<PAGE>
Options Repriced
The following table provides information related to the repricing of
certain options held by executive officers of the Company which occurred during
the fiscal years ended December 31, 1996 and 1995. Such repricings are the only
instances during the last ten fiscal years in which the exercise price of any
option granted by the Company to any of its executive officers have been
repriced. The Company has never granted, and thus has never repriced, any stock
appreciation rights.
TEN YEAR OPTION/SAR REPRICING
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e) (f) (g)
NUMBER OF
OF ORIGINAL
SECURITIES OPTION TERM
UNDERLYING MARKET PRICE Exercise REMAINING
OPTIONS/ OF STOCK AT PRICE AT AT
SARS TIME OF TIME OF DATE OF
REPRICED OR REPRICING OR REPRICING OR NEW REPRICING OR
AMENDED AMENDMENT AMENDMENT EXERCISE AMENDMENT
NAME DATE (#) ($) ($) PRICE ($) (Years)
- ----------------- ------------ ----------------- ------------------ --------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
John C.C. Fan 11/8/96 50,000(1) 8.25 14.25 8.25 9.08
7/18/95 55,000(2) 10.75 17.25 10.75 8.42
7/18/95 25,000(2) 10.75 13.75 10.75 8.75
Paul J. Mitchell 11/8/96 25,000(1) 8.25 14.25 8.25 9.08
7/18/95 25,000(2) 10.75 17.25 10.75 8.42
7/18/95 12,000(2) 10.75 13.75 10.75 8.75
Matthew J. Micci 11/8/96 15,000(1) 8.25 14.25 8.25 9.08
7/18/95 4,000(2) 10.75 13.25 10.75 7.42
7/18/95 4,000(2) 10.75 17.25 10.75 8.42
Jeffrey J. Jacobsen 11/8/96 15,000(1) 8.25 14.25 8.25 9.08
Daily S. Hill 11/8/96 6,000(1) 8.25 14.25 8.25 9.08
7/18/95 4,000(3) 10.75 13.25 10.75 7.42
7/18/95 4,000(3) 10.75 17.25 10.75 8.42
</TABLE>
_____________
(1) Option indicated was exchanged for option to purchase 10% fewer shares.
(2) Option indicated was exchanged for option to purchase 20% fewer shares.
(3) Option indicated was exchanged for option to purchase equal number of
shares.
7
<PAGE>
EXECUTIVE EMPLOYMENT AGREEMENT
The Company has entered into an employment agreement with Dr. John
C.C. Fan pursuant to which the Company has agreed to employ Dr. Fan as Chief
Executive Officer. The agreement provides for the assignment of all inventions
made by Dr. Fan while in the employ of the Company and includes a covenant by
Dr. Fan not to compete with the Company during his employment and for up to two
years thereafter. The agreement expires February 20, 2000. Dr. Fan's salary is
to be determined each year by the Board of Directors. At the end of 1997 the
Board of Directors set Dr. Fan's annual salary for 1998 at $280,000.
DIRECTOR COMPENSATION
In March 1994 the Board of Directors approved compensation for outside
directors of $1,000 per meeting attended, including any special meeting or
committee meeting not held on the same day as a regularly scheduled meeting of
the Board of Directors. The Company also pays expenses for attendance at
meetings of the Board of Directors and committees thereof.
CERTAIN TRANSACTIONS
On October 16, 1995, the Company made a demand loan, secured by 5,000
shares of the Company's Common Stock, in the original principal amount of
$75,000 to Jeffrey J. Jacobsen, Senior Vice President, Business Development at
an annual rate of interest of 10.25%. As of March 27, 1998, $66,750 was
outstanding under this loan.
8
<PAGE>
COMPENSATION COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The Company's executive compensation is based upon three primary
components: base salary, annual bonuses, and grants of stock options. Each
component is intended to serve the overall compensation philosophy of the
Company. In this respect, the Compensation Committee (the "Committee") believes
that compensation should reflect the value created for shareholders while
supporting the Company's short and long term strategic goals. Compensation
programs should reflect and promote the Company's values and reward individuals
for outstanding contributions to the Company's success. Also, short and long
term compensation play a critical role in attracting and retaining qualified
executives.
OVERALL OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAM
The objectives of the executive compensation program are to align
compensation with business objectives and individual performance, and to enable
the Company to attract, retain and reward executive officers who contribute to
the long term success of the Company. The Company's executive compensation
philosophy is based on the following principles:
. Competitive and Fair Compensation
The Company is committed to providing an executive compensation program that
helps attract and retain highly qualified executives. To ensure that
compensation is competitive, the Committee compares the Company's compensation
practices with its general understanding of those of companies in similar
industries and at a similar stage of development. The Company also seeks to
achieve a balance of the compensation paid to a particular individual and the
compensation paid to other executives both inside the Company and at comparable
companies.
. Performance
Executive officers are rewarded based upon corporate and individual performance.
Corporate performance is evaluated by reviewing the extent to which strategic
and business plan goals are met. Individual performance is evaluated by
reviewing attainment of specified individual objectives and the degree to which
teamwork and Company values are fostered.
In evaluating each executive's performance, the Company
generally conforms to the following process:
. Prior to the beginning of the year, Company and
individual goals and objectives are set.
. Near the end of the year, the executive's manager, or, in the case
of the Chief Executive Officer, the Compensation Committee, evaluates
accomplishment of the executive's goals and objectives and his contributions to
the Company.
. The executive's performance is then compared with peers
within the Company.
. The comparative results, combined with the Committee's general
understanding as to comparative compensation practices of similar companies at a
similar stage of development, are then used to determine salary, bonus and stock
option compensation levels.
9
<PAGE>
COMPENSATION PROGRAM COMPONENTS
Annual compensation for the Company's executives consists of three
elements -- salary, cash bonus, and stock options. Executives are also entitled
to participate in the same benefit plans available to other employees. Base
salaries are targeted to be moderate, yet competitive in relation to salaries
commanded by those in similar positions with other companies. The Compensation
Committee sets the base salary for executives by reviewing compensation for
competitive positions in the market and the historical compensation levels of
the executives. Individual salary determinations are based on experience, levels
of responsibility, sustained performance and comparison to peers inside and
outside the Company. The Compensation Committee determined that for 1998 an
average 5.5% increase in base salary would be appropriate as a cost of living
adjustment.
The Company's officers are eligible to receive bonuses in the
discretion of the Compensation Committee based primarily on the attainment of
certain goals and objectives and the executive's contributions to the Company.
Bonus awards to executives for 1997 reflected attainment of certain of the
corporate performance goals for the year including development of various
strategic corporate relationships, new product development, continued progress
in the commercialization of the Company's technology and increased product
revenues. The Committee gave special consideration to those executives who made
a material contribution to the achievement of these performance goals in
awarding bonuses. Management had also requested and the Committee agreed to
authorize further cash bonuses to other executive and nonexecutive employees
totaling approximately 4.0% of total employee compensation with an additional 2%
reserve allocated to group heads to be distributed in their discretion to deal
with any inequities.
Stock option awards are designed to promote the identity of long-term
interests between the Company's employees and its shareholders and assist in the
retention of executives. The size of option grants is generally intended by the
Compensation Committee to reflect the executive's position with the Company and
his contributions to the Company. The Committee typically authorizes the grant
of stock options vesting over a period of four years in order to incentivize
each employee over a relatively significant period of time. The Compensation
Committee believes that stock options have been and remain an excellent vehicle
for compensating its employees. In the previous year, the Compensation Committee
had reserved a pool of 175,000 shares for issuance pursuant to stock option
grants to all employees. For the current year, the Committee had determined to
reserve a pool of 180,000 shares in July 1997 and an additional 110,000 shares
in December 1997 for issuance pursuant to stock option grants to employees.
Furthermore, the Committee authorized the July grant of stock options to provide
for 100% vesting on December 31, 1998. The Committee's objective was to
significantly reduce the risk of loss of key employees within such time frame.
In establishing the appropriate number of stock options to grant to the
Company's employees and executives for 1997, the Committee determined that the
total grants to the Company's employees and executives for the year as a
proportion to the Company's ownership as a whole bore a reasonable relationship,
being approximately 2.5%. The Committee also took into consideration that in
most cases the percentage of stock options held by the Company's employees and
executives remains relatively modest in comparison to the ownership of the
Company as a whole by nonemployee stockholders.
The Committee continues to believe that stock option grants remain an
important mechanism to incentivize employees. Because the option exercise price
for the employee is generally the fair market value of the stock on the date of
grant, employees recognize a gain only if the value of the stock increases.
Thus, employees with stock options are rewarded for their efforts to improve the
Company's long-term stock market performance. Stock options, moreover, have
been used to reward substantially all employees of the Company, not just at the
executive officer level. The option program also typically uses a four-year
vesting period to encourage key employees to continue in the employ of the
Company.
10
<PAGE>
1997 COMPENSATION FOR THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
In considering the compensation for the Chairman and Chief Executive
Officer and President for fiscal year 1997, the Committee reviewed his existing
compensation arrangements and both Company and individual performance.
The Compensation Committee has set Dr. Fan's annual compensation,
including a significant portion of his compensation based upon the Company's
stock option plan, to reflect Dr. Fan's senior position, his responsibilities,
and his past and expected future contributions to the Company's success, and
with the objective of incentivizing him to achieve certain key milestones within
a specified time frame. His annual compensation was intended to provide
competitive compensation for fiscal 1998.
Dr. Fan's salary for fiscal 1997 was increased $25,000 from $235,000
to $260,000 reflecting in part a cost of living adjustment as well as an
adjustment to reflect the increased duties and obligations of his position
relative to other similarly situated chief executive officers. His bonus award
of $75,000 for fiscal 1997 reflected success in the attainment of his principal
individual and corporate 1997 performance goals established by the Compensation
Committee including milestones relating to development of various strategic
corporate relationships, new product development, continued progress in the
commercialization of the Company's technology and increased product revenues.
In July 1997, the Committee granted Dr. Fan a series of stock options to
purchase a total of 150,000 shares at an exercise price equal to the fair market
value at the date of grant. The options are exercisable upon the achievement of
certain milestones. The Committee's objective was to incentivize the Chief
Executive Officer to reach certain specific goals and objectives. Additionally,
in July 1997, the Compensation Committee granted Dr. Fan an option for the
purchase of 40,000 shares at an exercise price equal to the fair market value
per share at the date of grant. The option is exercisable on December 31, 1998
subject to Dr. Fan's continued employment with the Company. In determining the
number of shares covered by the options granted to Dr. Fan, the Compensation
Committee evaluated Dr. Fan's overall compensation package relative to that of
other chief executives in the Company's industry, achievement of both individual
and corporate 1997 performance goals previously described and the need to
continue to adequately incentivize Dr. Fan.
Section 162(m) of the Internal Revenue Code limits the tax deduction
to $1 million for compensation paid to certain executives of public companies.
The Committee has considered these new requirements and believes that grants
pursuant to the Company's 1992 Stock Option Plan meet the requirement that they
be "performance based" and, therefore, exempt from the limitations on
deductibility. Historically, the combined salaries and bonuses of each of the
Company's executive officers have been well under the $1 million limit. The
Committee's present intention is to comply with Section 162(m) unless the
Committee feels that required changes would not be in the best interest of the
Company or its shareholders.
Compensation Committee
Michael A. Wall, Chairman
David E. Brook
11
<PAGE>
SHAREHOLDER RETURN
PERFORMANCE GRAPH
The following graph compares the performance of the Company's Common
Stock to the NASDAQ Stock Market Total Return Index for U.S. Companies (the
"NASDAQ Stock Market Index") and to the Hambrecht & Quist Technology Index (the
"H&Q Technology Index") over the last five years. The graph assumes that the
value of the investment in the Company's Common Stock and each index was $100 at
January 1, 1993 and that all dividends were reinvested.
COMPARISON OF CUMULATIVE RETURN
[Graph Appears Here]
COMPARISON OF CUMULATIVE TOTAL RETURN
Among Kopin Corporation, NASDAQ Stock
MARKET - U.S. INDEX AND H&Q TECHNOLOGY
INDEX
<TABLE>
<CAPTION>
NASDAQ Stock Market H&Q Technology
Measurement Point Kopin Corporation -U.S.Index Index
- ------------------------- -------------------------- -------------------------- --------------------------
<S> <C> <C> <C>
12/31/92 $100.00 $100.00 $100.00
12/31/93 105.88 114.80 117.41
12/31/94 60.29 112.21 141.04
12/31/95 83.82 158.70 210.89
12/31/96 69.85 195.19 262.10
12/31/97 98.89 239.53 307.29
</TABLE>
12
<PAGE>
STOCK OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 27, 1998 by: (a)
all those known by the Company to be beneficial owners of more than 5% of its
Common Stock; (b) all Directors; (c) all named executive officers; and (d) all
executive officers and directors of the Company as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OWNERSHIP (1) PERCENT
---- ------------- -------
<S> <C> <C>
John C.C. Fan (2)................. 559,416 4.3
David E. Brook (3)................ 62,747 *
Andrew H. Chapman (3)............. 20,000 *
Morton Collins (3)................ 10,000 *
Chi Chia Hsieh (4)............... 656,091 5.1
Vallobh Vimolvanich (5)...... 656,091 5.1
Michael A. Wall (3)............... 141,902 1.1
Telecom Holding Co., Ltd (6). 643,716 5.0
Paul J. Mitchell (7).............. 108,233 *
Jeffrey J. Jacobsen (8)........... 68,250 *
Matthew J. Micci (9).............. 21,041 *
Daily S. Hill (10)............... 24,991 *
All directors and executive
officers as a group (15 persons)
(11)............................. 1,858,609 14.4
</TABLE>
__________________________
*Less than 1%
(1) Unless otherwise indicated in these footnotes, each stockholder has sole
voting and investment power with respect to the shares beneficially owned.
(2) Includes 6,000 shares held by Dr. Fan's wife as custodian under the Uniform
Gifts to Minors Act, and 10,000 shares owned by Wilex Realty and
Development, a company of which Dr. Fan is an officer. Dr. Fan disclaims
beneficial ownership of all such shares. Also includes 318,916 shares
representing options that are currently exercisable or exercisable within
60 days.
(3) Includes 10,000 shares representing options that are currently exercisable
or exercisable within 60 days.
(4) Consists of 643,716 shares owned by Telecom Holding Co., Ltd. ("Telecom").
The ultimate parent of Telecom Holding Co., Ltd. is Charoen Pokphand Group
Company Limited, a limited company organized and existing under the laws of
the Kingdom of Thailand. In 1997, Dr. Hsieh was one of Telecom Holding
Co., Ltd.'s designees to the Company's Board of Directors. Dr. Hsieh
disclaims beneficial ownership of such shares. His address is 16 Harcourt
Road, Hong Kong. Based on the information set forth in Schedule 13D filed
with the Securities and Exchange Commission on October 20, 1995 and
Amendment No. 1 thereto filed with the Securities and Exchange
13
<PAGE>
Commission on December 4, 1995. Also includes 12,375 shares representing
options that are currently exercisable or exercisable within 60 days.
(5) Consists of 643,716 shares owned by Telecom Holding Co., Ltd. Dr.
Vimolvanich is Telecom Holding Co., Ltd.'s designee to the Company's Board
of Directors. Dr. Vimolvanich disclaims beneficial ownership of such
shares. His address is 18 Ratchadaphisek Road, Huai Khwang, Bangkok,
Thailand. Based on the information set forth in Schedule 13D filed with the
Securities and Exchange Commission on October 20, 1995 and Amendment No. 1
thereto filed with the Securities and Exchange Commission on December 4,
1995. Also includes 12,375 shares representing options that are currently
exercisable or exercisable within 60 days.
(6) So long as Telecom, together with its affiliates and Chia Yang
Telecommunication Limited, a Thailand corporation (of which Chi Chia Hsieh
is President), hold not less than 5% of the Company's outstanding shares,
Telecom is entitled to at least one representative on the Company's Board
of Directors pursuant to a Stock Purchase Agreement between Telecom and the
Company. The address of Telecom is 18 Ratchadaphisek Road, Huai Khwang,
Bangkok, Thailand.
(7) Includes 8,000 shares held by Mr. Mitchell as custodian under the Uniform
Gifts to Minors Act. Mr. Mitchell disclaims beneficial ownership of such
shares. Also includes 98,233 shares representing options that are
currently exercisable or exercisable within 60 days.
(8) Includes 63,250 shares representing options that are currently exercisable
or exercisable within 60 days.
(9) Includes 21,016 shares representing options that are currently exercisable
or exercisable within 60 days.
(10) Includes 24,991 shares representing options that are currently exercisable
or exercisable within 60 days
(11) Includes 743,979 shares issuable to certain directors and executive
officers pursuant to options that are currently exercisable or exercisable
within 60 days.
14
<PAGE>
REPORTS OF BENEFICIAL OWNERSHIP
Based solely on a review of reports furnished to the Company or
written representations from the Company's directors and executive officers, the
Company believes that all reports required to be filed pursuant to Section 16 of
the Securities Exchange Act of 1934 were filed timely by the Company's
directors, executive officers and 10% holders during Fiscal Year 1997, with the
exception that each officer and director was late with regard to his final
Form 5 filing for the year.
15
<PAGE>
PROPOSAL 2
AMENDMENT OF THE COMPANY'S 1992 STOCK OPTION PLAN
The Board of Directors has authorized, subject to stockholder
ratification, an increase in the number of shares available under the Company's
1992 Stock Option Plan (the "Plan") from 2,700,000 to 3,100,000 (including
303,051 shares issued upon exercise of options granted pursuant to the Company's
1985 Incentive Stock Option Plan, which was terminated in 1992). As of December
31, 1997 2,101,647 shares were issued or issuable upon exercise of options
granted pursuant to the Plan.
Purpose. The purpose of the Plan is to attract and retain the best
available personnel for positions of substantial responsibility and to provide
additional incentive to employees and directors of and advisers and consultants
to the Company. The purpose of the proposed amendment is to provide the Company
with additional capacity to award stock options to existing personnel and to
attract qualified new employees, directors, advisers and consultants through
grants of stock options.
Administration. The Plan is administered by the Compensation
Committee (the "Committee") which consists of directors of the Company appointed
by its Board of Directors. Subject to the provisions of the Plan, the Committee
has discretion to determine when awards are made, which employees are granted
awards, the number of shares subject to each award and all other relevant terms
of the awards. The Committee also has broad discretion to construe and
interpret the Plan and adopt rules and regulations thereunder.
Eligibility. Awards may be granted to persons who are employees of
the Company whether or not officers or members of the Board of Directors of the
Company and directors of or advisers or consultants to the Company. Pursuant to
the Plan, incentive stock options may only be granted to employees, non-
qualified stock options may be granted to directors, advisors and consultants of
the Company as well as employees. The maximum number of shares issuable upon
exercise of options granted in any one year to any employee of the Company
pursuant to the Plan may not exceed 400,000 shares.
Shares Subject to the Plan. The shares issued or to be issued under
the Plan are shares of the Company's Common Stock, $.01 par value, which may be
newly issued shares or shares held in the treasury or acquired in the open
market. Previously, no more than 2,700,000 shares could be issued under the
Plan (including 303,051 shares issued upon exercise of options granted pursuant
to the Company's 1985 Incentive Stock Option Plan, which was terminated in
1992). The foregoing limit is subject to adjustment for stock dividends, stock
splits or other changes in the Company's capitalization.
Stock Options. The Committee in its discretion may issue stock options
which qualify as incentive stock options under the Internal Revenue Code or non-
qualified stock options. The Committee will determine the time or times when
each stock option becomes exercisable, the period within which it remains
exercisable and the price per share at which it is exercisable, provided that no
incentive stock option shall be exercised more than 10 years after it is granted
and no other options shall be exercised more than 10 years and one day after it
is granted, and further provided that the exercise price shall not be less than
the fair market value of the Company's Common Stock on the date of grant. The
reported closing price of the Company's Common Stock by NASDAQ on April 3, 1998
was $17.875 per share.
Payment for shares purchased upon exercise of any option must be made
in full in cash or check when the option is exercised. No option is
transferable except by will or the laws of descent and distribution and, during
the optionee's lifetime, the option may be exercised only by the optionee
provided, that the Compensation Committee may, in its discretion, authorize all
or a portion of the options to be granted to an optionee to be on terms which
permit transfer by such optionee to (i) the spouse, former spouse, children
(including stepchildren) or grandchildren of the optionee ("Immediate Family
Members"), (ii) a trust or trusts for the exclusive benefit of such Immediate
Family Members, (iii) a partnership in which such Immediate Family Members are
the only partners including family limited partnerships controlled by the
Optionee or (iv) to any other persons or entities in the discretion of the
Compensation Committee subject to
16
<PAGE>
certain restrictions. If an optionee's employment terminates for any reason,
including without limitation by reason of voluntary severance, involuntary
severance, retirement, but not by reason of death, any options exercisable on
the date of termination expire thirty days after such termination. If an
optionee dies, any options exercisable at the time of such death may be
exercised by the optionee's executor or administrator at any time within the
shorter of the option period or 12 months after the date of death.
Notwithstanding any other provision of the Plan, the aggregate fair
market value of the shares with respect to which incentive stock options are
exercisable for the first time by an employee in any calendar year shall not
exceed $100,000.
The Board of Directors has appointed the Compensation Committee, which
during 1997 was composed of Messrs. David E. Brook and Michael A. Wall.
The following is a brief and general discussion of the Federal income
tax rules applicable to awards under the Plan. With respect to an incentive
stock option, an employee will generally not be taxed at the time of grant or
exercise, although exercise of an incentive option will give rise to an item of
tax preference that may result in an alternative minimum tax. If the employee
holds the shares acquired upon exercise of an incentive stock option until at
least one year after issuance and two years after the option grant, he or she
will have long-term capital gain (or loss) based on the difference between the
amount realized on the sale or disposition and his or her option price. If
these holding periods are not satisfied, then upon disposition of the shares the
employee will recognize ordinary income equal, in general, to the excess of the
fair market value of the shares at time of exercise over the option price, plus
capital gain in respect of any additional appreciation. With respect to a non-
qualified option, an employee will not be taxed at the time of grant; upon
exercise, he or she will generally realize compensation income to the extent the
then fair market value of the stock exceeds the option price. The Company will
generally have a tax deduction to the extent that, and at the time that, an
employee realizes compensation income with respect to an award.
OPTION GRANTS UNDER THE PLAN
<TABLE>
<CAPTION>
NAME OPTIONS (SHARES)
- ---- ----------------
<S> <C>
John C.C. Fan............................ 519,000
Paul J. Mitchell......................... 200,100
Ronald P. Gale........................... 92,700
Jeffrey J. Jacobsen...................... 97,500
Matthew J. Micci......................... 46,900
Glen G. Kephart.......................... 67,500
Bor-Yeu Tsaur............................ 126,200
Daily S. Hill............................ 37,900
Matthew M. Zavracky...................... 88,000
All executive officers as a group........ 1,275,800
All directors, excluding executive
officers, as a group.................... 0
All employees, excluding executive
officers, as a group.................... 1,028,144
</TABLE>
The Board recommends that the shareholders vote "FOR" the proposed
amendment of the Plan and the enclosed proxy will be so voted unless a contrary
vote is indicated. The affirmative vote of the holders of a majority of the
shares of the Common Stock represented in person or by proxy at the Meeting is
required for approval of the amendment of the Plan.
17
<PAGE>
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
Deloitte & Touche LLP, independent certified public accountants, have
been auditors of the Company since 1985. The Board of Directors has recommended
that the stockholders ratify the reappointment of Deloitte & Touche LLP as the
Company's auditors for the current year.
A representative of Deloitte & Touche LLP is expected to be present at
the Meeting and will be afforded an opportunity to make a statement, if such
representative desires to do so, and will be available to answer any appropriate
questions.
The Board of Directors recommends that the shareholders vote "FOR" the
proposal to ratify the appointment of Deloitte & Touche LLP, and the enclosed
proxy will be so voted unless a contrary vote is indicated. In the event the
appointment of Deloitte & Touche LLP should not be approved by the shareholders,
the Board of Directors will make another appointment to be effective at the
earliest possible time.
STOCKHOLDER PROPOSALS
The Board will make provision for presentation of proposals by
shareholders at the 1999 annual meeting of shareholders (or special meeting in
lieu thereof) provided such proposals are submitted by eligible shareholders who
have complied with the relevant regulations of the Securities and Exchange
Commission. Such proposals must be received by the Company no later than
December 15, 1998 to be considered for inclusion in the Company's proxy
materials relating to that meeting.
GENERAL
The management of the Company knows of no matter other than the
foregoing to be brought before the Meeting. However, the enclosed proxy gives
discretionary authority in the event any additional matters should be presented.
The Company will provide free of charge to any Stockholder from whom a
proxy is solicited pursuant to this proxy statement, upon written request from
such stockholder, a copy of the Company's annual report filed with the
Securities and Exchange Commission on Form 10-K for the Company's fiscal year
ended December 31, 1997. Requests for such report should be directed to Kopin
Corporation, 695 Myles Standish Boulevard, Taunton, Massachusetts 02780,
Attention: Chief Financial Officer.
The Company expects to hold its next stockholder meeting on or about
May 20, 1999, and proxy materials in connection with that meeting are expected
to be mailed approximately 30 days prior to the meeting.
/s/ John C.C. Fan
JOHN C.C. FAN,
Chairman
18
<PAGE>
PROXY
KOPIN CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 21, 1998
The undersigned hereby appoints John C.C. Fan and Paul J. Mitchell or
either of them as Proxies, with full power of substitution to vote all the
shares of common stock which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held on May 21,
1998 at 10:00 a.m. at the offices of Bingham Dana LLP, 150 Federal Street,
Boston, Massachusetts, or any adjournment thereof, upon any and all matters
which may properly be brought before the meeting or any adjournments thereof,
hereby revoking all former proxies.
[SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE]
_______________________________________________________________________________
Please mark
[X] vote as in
this example
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED ON PROPOSALS (1), (2),
AND (3) IN ACCORDANCE WITH THE SPECIFICATIONS MADE AND "FOR" SUCH PROPOSALS IF
THERE IS NO SUCH SPECIFICATION.
<TABLE>
<S> <C> <C>
1. PROPOSAL TO ELECT DIRECTORS FOR AGAINST ABSTAIN
NOMINEES: John C.C. Fan, 2. PROPOSAL TO RATIFY THE [ ] [ ] [ ]
David E. Brook, Andrew H. AMENDMENT TO THE COMPANY'S
Chapman, Morton Collins, 1992 STOCK OPTION PLAN
Chi Chia Hsieh, TO INCREASE THE NUMBER
Michael A. Wall, OF SHARES AUTHORIZED FOR
Vallobh Vimolvanich ISSUANCE UNDER THE PLAN.
FOR WITHHELD 3. PROPOSAL TO RATIFY THE [ ] [ ] [ ]
[ ] [ ] APPOINTMENT OF DELOITTE &
[ ] For all nominees TOUCHE LLP AS THE INDEPENDENT
except as noted above PUBLIC ACCOUNTANTS
OF THE COMPANY.
5. IN THEIR DISCRETION, THE
PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING.
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
</TABLE>
PLEASE DATE AND SIGN exactly as your name(s)
appears at left indicating where proper
official position or representation capacity
in which you are signing. When signing as
executor, administrator, trustee or
guardian, give full title as such, when
shares have been issued in the name of two
or more persons, all should sign.
<TABLE>
<S> <C>
Signature ___________________ Date __________ Signature ___________________ Date __________
</TABLE>
