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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
POWER SPECTRA, INC.
________________________________________________________________________________
(Name of Registrant as specified in its charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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: ___________
(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: _______________________________________________________________
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PRELIMINARY COPY
POWER SPECTRA, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 13, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Power
Spectra, Inc. a California corporation (the "Company"), will be held on January
13, 1997 at 10:00 a.m., local time, at [the Sunnyvale Hilton, 1250 Lakeside
Drive, Sunnyvale], California to approve an amendment of the Company's Articles
of Incorporation ("Articles Amendment") to increase the number of authorized
shares of Common Stock by 25,000,000 shares to 55,000,000. This matter is more
fully described in the Proxy Statement accompanying this Notice.
Only shareholders of record at the close of business on November 19,
1996 are entitled to notice of and to vote at the Special Meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to ensure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Any shareholder attending
the meeting may vote in person even if such shareholder returned a proxy.
BY ORDER OF THE BOARD OF DIRECTORS
Gordon H. Smith
President and Chief Executive
Officer
Sunnyvale, California
December ___, 1996
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PRELIMINARY COPY
POWER SPECTRA, INC.
PROXY STATEMENT
FOR 1997 SPECIAL MEETING OF SHAREHOLDERS
----------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed Proxy is solicited on behalf of the Board of Directors of
Power Spectra, Inc. (the "Company") for use at the Special Meeting of
Shareholders to be held on Monday, January 13, 1997 at 10:00 a.m., local time,
or at any adjournments thereof, for the purpose set forth herein and in the
accompanying Notice of Special Meeting of Shareholders. The Special Meeting will
be held at [the Sunnyvale Hilton, 1250 Lakeside Drive, Sunnyvale, California
(telephone (408) 738-4888)]. The Company's executive offices are located at 919
Hermosa Court, Sunnyvale, California 94086, and the Company's telephone number
at that address is (408) 737-7977.
These proxy solicitation materials were mailed on or about December
___, 1996 to all shareholders entitled to vote at the Special Meeting.
Record Date and Share Ownership
Shareholders of record at the close of business on November 19, 1996
(the "Record Date") are entitled to notice of the Special Meeting and to vote at
the Special Meeting. At the record date, 16,098,499 shares of the Company's
Common Stock were issued and outstanding and held by approximately __
shareholders of record. The only person known by the Company to be the
beneficial owner of more than 5% of the Company's Common Stock is the Travelers
Group and affiliated entities, which owned approximately 17% of the Company's
Common Stock.
Also at the close of business on the Record Date, 791 shares of the
Company's Series A Preferred Stock were issued and outstanding and held by 13
shareholders of record and 1,153 shares of the Company's Series B Preferred
Stock were issued and outstanding and held by 35 shareholders of record. The
only persons known by the Company to be the beneficial owners of more than 5% of
the Company's Preferred Stock were First Interstate, Custodian for the benefit
of the James Ermet Halden Trust (19.2%, on an as-converted to Common Stock
basis), David J. Holmgren (18.5%), and the estate of John C. Cahill (11.1%).
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 delivering to the Secretary of
the Company a written notice of revocation or a duly executed proxy bearing a
later date or by attending the Special Meeting and voting in person.
Voting and Solicitation
Each holder of Common Stock has one vote for each share of Common Stock
held. Each holder of Preferred Stock of the Company has the right to vote the
number of shares of Common Stock into which a share of Preferred Stock is
convertible, such number of shares of Common Stock being 816 in the case of the
Series A Preferred Stock
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of the Company and 1,280 in the case of the Series B Preferred Stock of the
Company.
Shares represented by properly executed proxies will, unless such
proxies have been previously revoked, be voted in accordance with the
instructions indicated thereon. In the absence of specific instructions to the
contrary, properly executed proxies will be voted FOR the proposal set forth
below. No business other than that set forth in the accompanying Notice of
Special Meeting of Shareholders is expected to come before the Special Meeting.
Should any other matter requiring a vote of shareholders properly arise, the
persons named in the enclosed form of proxy will vote such proxy in accordance
with their best judgment on such matter.
The cost of this solicitation will be borne by the Company. The Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation material to such
beneficial owners. Original solicitation of proxies by mail may be supplemented
by telephone, telegram or personal solicitations by directors, officers or
employees of the Company. No additional compensation will be paid to directors,
officers or employees for any such services. In addition, the Company has
retained Morrow & Company, Inc. at an estimated cost of $___________ plus
reimbursement of expenses, to assist in the solicitation of proxies from
brokers, nominees, institutions and individuals.
Quorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Special
Meeting is a majority of (i) the shares of Common Stock issued and outstanding
on the Record Date, and (ii) a majority of the shares of Common Stock and
Preferred Stock issued and outstanding on the Record Date, voting as a single
class on an as-converted basis. Shares that are voted "FOR," "AGAINST" or
"WITHHELD FROM" a matter are treated as being present at the meeting for
purposes of establishing a quorum and are also treated as shares "represented
and voting" at the Special Meeting (the "Votes Cast") with respect to such
matter.
While there is no definitive statutory case law authority in California
as to the proper treatment of abstentions, the Company believes that abstentions
should be counted for purposes of determining both (i) the presence or absence
of a quorum for the transaction of business and (ii) the total number of Votes
Cast with respect to a proposal (other than the election of directors). In the
absence of controlling precedent to the contrary, the Company intends to treat
abstentions in this matter. Accordingly, abstentions will have the same effect
as a vote against a 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
proposal on which the broker has expressly not voted. Thus, a broker non-vote
will not affect the outcome of the voting on a proposal.
Deadline for Receipt of Shareholder Proposals
Proposals of shareholders of the Company which are intended to be
presented by such shareholder at the Company's 1997 Annual Meeting of
Shareholders must be received by the Company no later than January 2, 1997 in
order that they may be considered for inclusion in the proxy statement and form
of proxy related to that Annual Meeting.
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Security Ownership of Certain Persons
The following table sets forth the beneficial ownership of Common Stock
of the Company as of October 30, 1996 by (1) each director of the Company, (2)
Gordon H. Smith, the Company's Chief Executive Officer, (3) all executive
officers of the Company whose salary and bonus in 1995 exceeded $100,000, (4)
all directors and executive officers as a group and (5) each person known by the
Company to be the beneficial owner of more than 5% of the Company's Common
Stock.
Shares of Common Stock Beneficially Owned (1)
---------------------------------------------
Name No. of Shares Percent of Total
- --------------------------------- ----------------------- ------------------
Entities Affiliated with 2,727,272 17.0%
Travelers Group, Inc.(2)
388 Greenwich St.
New York, NY 10013
Bank Scandinave en Suisse 1,020,000 6.3
Gordon H. Smith(3) 66,416 *
Gene J. Kennedy(3) 465,667 *
John W. Pauly(3) 163,373 *
Michael I. Gamble(4) 146,425 *
Richard A. Williams(5) 151,350 *
John Hewitt, Jr.(3) 143,909 *
James A. Glaze(6) 17,190 *
All directors and executive 1,222,985 7.6
officers as a group
(9 persons)(7)
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* Represents less than 1% of the total number of shares of Common Stock
outstanding.
(1) Except as indicated below, the persons named in the table, to the
Company's knowledge, have sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable.
(2) As reported in Amendment No. 1 to Schedule 13G filed by Travelers Group,
Inc. on January 31, 1996. Includes shares held by Smith Barney Holdings,
Inc. and Smith Barney Mutual Funds Management, Inc.
(3) Includes 40,000 shares issuable upon exercise of options exercisable
within 60 days of the Record Date.
(4) Includes 133,535 shares issuable upon exercise of options exercisable
within 60 days of the Record Date.
(5) Includes 55,000 shares issuable upon exercise of options exercisable
within 60 days of the Record Date.
(6) Includes 10,000 shares issuable upon exercise of options exercisable
within 60 days of the Record Date.
(7) Includes 358,535 shares issuable upon exercise of options exercisable
within 60 days of the Record Date held by seven directors, one of whom is
also an officer, and 68,655 shares issuable upon exercise of options
exercisable within 60 days of the Record Date held by two officers who are
not directors. See also footnote (3) to this table.
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The following table sets forth the beneficial ownership of Series A
Preferred Stock and Series B Preferred Stock of the Company as of October 31,
1996 by (1) each director, (2) Gordon H. Smith, (3) all executive officers whose
salary and bonus in 1995 exceed $100,000, (3) each holder of 5% or more of the
Series A Preferred Stock and Series B Preferred Stock and (4) all directors and
executive officers as a group.
Shares of Common Stock
Beneficially Owned (1)
-------------------------------------
Name No. of Shares Percent of Class (2)
- ----------------------------------------- -------------------------------------
Gordon H. Smith -- *
Gene J. Kennedy 89 4.7%
Michael I. Gamble 10(3) *
John Hewitt, Jr. 10 *
Richard A. Williams 10 *
First Interstate Bank, Custodian for the 500 19.2%
benefit of James Ermet Haldan Trust
PO Box 30100
Reno, Nevada 89560
David J. Holmgren 308(4) 18.5%
30 White Birch Lane
Coscob, CT 06807
Estate of John C. Cahill 185(5) 11.1%
284 President Avenue
Providence, RI 02906
Members of the Weyerhaeuser Family 125 7.5%
c/o Fiduciary Counseling, Inc.
P.O. Box 1278
Tacoma, WA 98401-1278
All directors and executive officers as 129 5.2%
a group (9 persons)
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* Represents less than 1% of the total number of shares of Preferred Stock
outstanding.
(1) Except as noted below, the persons named in the table, to the Company's
knowledge, have sole voting and investment power with respect to all
shares of Preferred Stock shown as beneficially owned by them, subject to
community property laws where applicable.
(2) Represents the percentage obtained by dividing the number of shares of
Common Stock into which the shares of Series A Preferred Stock and Series
B Preferred Stock held by the beneficial owner are convertible by the
number of shares of Common Stock into which all outstanding shares of
Series A Preferred Stock and Series B Preferred Stock are convertible.
(3) Represents shares owned jointly by Mr. Gamble and his spouse, Charlotte
Anne Gamble.
(4) Includes 14 shares owned jointly by Mr. Holmgren and his spouse, Karen C.
Holmgren.
(5) Does not include 5,000 shares held be each of Ann Catherine Cahill and
Mary Elizabeth Cahill, Mr. Cahill's daughters.
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PROPOSAL
APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION
Proposed Amendment
At the Special Meeting, the shareholders are being requested to approve an
amendment to the Company's Articles of Incorporation for the purpose of
increasing the total number of shares of Common Stock the Company is authorized
to issue. The Company's current Amended and Restated Articles of Incorporation
(the "Articles") authorize the Company to issue 5,000,000 shares of Preferred
Stock and 30,000,000 shares of Common Stock. In November 1996, the Board of
Directors authorized an amendment to the Articles to increase the authorized
number of shares of Common Stock to 55,000,000 shares.
Reasons for the Amendment
The principal purpose of the proposed amendment to the Articles is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determines that it is necessary or appropriate to raise
additional capital through the sale of securities, to grant options or other
stock incentives to the Company's employees, to acquire another company or its
business or assets, to seek to establish a strategic relationship with a
corporate partner or to permit a future stock dividend or stock split. The
Company has no other present agreement or arrangement to issue any such shares,
although the Company is actively discussing the possibility of such investors
purchasing Common Stock or Preferred Stock of the Company. If the amendment is
approved by the shareholders, the Board of Directors does not intend to solicit
further shareholder approval prior to the issuance of any additional shares of
Common Stock, except as may be required by applicable law.
Current Number of Shares Outstanding and Subject to Options
As of October 31, 1996, 16,098,499 shares of Common Stock were issued and
outstanding, 2,122,059 shares were reserved for issuance upon conversion of
outstanding shares of Preferred Stock, 4,409,614 shares were reserved for
issuance upon exercise of outstanding options and warrants, 1,943,814 shares
were reserved for issuance upon exercise of outstanding options which may in the
future be granted pursuant to the Company's 1996 Stock plan, 1991 Director
Option Plan and the Advisory Board Option Plan. 1,944 shares of Preferred Stock
were outstanding as of October 31, 1996.
Wording of Amendment
Under the proposed amendment, Article III of the Articles would be amended
to read as follows:
"This corporation is authorized to issue two classes of shares of
stock to be designated as "Common Stock" and "Preferred Stock." The
total number of shares that this corporation is authorized to issues
is sixty million (60,000,000), of which fifty-five million
(55,000,000) shares shall be designated Common Stock and 5,000,000
shall be designated Preferred Stock. The Preferred Stock may be
issued in series with rights, preferences, privileges, restrictions,
designation and number of shares as determined by the Board of
Directors."
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Effect of Amendment
General
If approved, the proposed amendment to the Articles would authorize
additional shares of Common Stock that will be available in the event that the
Board of Directors determines to authorize stock dividends or stock splits, to
raise additional capital through the sale of securities, to acquire another
company or its business or assets, to create negotiating leverage and
flexibility in the event of an unfriendly takeover bid or to establish a
strategic relationship with a corporate partner, among other uses. If the
proposed amendment is adopted, 25,000,000 additional shares of Common Stock of
the Company will be available for issuance at the discretion of the Board of
Directors, except that certain large issuances of shares may require shareholder
approval in accordance with the requirements of any securities exchange or
inter-dealer quotation system on which the Company's Common Stock may be traded
from time to time and certain stock-based employee benefit plans may require
stockholder approval in order to obtain desirable treatment under tax or
securities laws and accounting regulations.
Need for Additional Funding
The Board of Directors believes that the Company will need to raise a
significant amount of additional capital through sale of securities during 1997
in order to fund the Company's operations. The Company has experienced
continuing losses from operations since the 1994 fiscal year, due in significant
part to loss of revenues associated with contracts with the United States Air
Force. The Company's principal U.S. Air Force contract expired in June 1995.
Moreover, the Company has elected to significantly increase its research and
development and marketing expenditures in order to develop alternative revenue
sources to replace the U.S. Air Force contract revenues.
In particular, the Company has entered into two joint ventures
intended to develop and market alternative applications for the Company's core
technologies. The first of these joint ventures seeks to develop video,
infrared, and high-impulse, ultra-wideband ground penetrating radar ("UWB GPR")
technologies for helicopter reconnaissance applications, and proprietary
integrated analytical software systems, while the second venture intends to
develop and market UWB GPR systems capable of locating and identifying minerals
and oil and gas formations. Each of these joint ventures will require a
substantial capital commitment by the Company. There can also be no assurance
that these joint ventures will prove beneficial to the Company or generate
sufficient revenues to replace the revenues previously generated by the Air
Force contract.
From the third quarter of fiscal 1995 through the first quarter of
fiscal 1996, the Company raised $5.4 million in new capital in a private
offering of its Common Stock. At September 30, 1996, the Company had $2.24
million in cash and cash equivalents. The Company expects that it will need to
raise additional equity capital no later than February 1997 in order to permit
continued funding of its operations at current levels.
Proposed Private Placement of Stock
The Company believes that a public offering of securities for
purposes of raising additional capital is not practical or desirable at the
present time. Accordingly, the Board of Directors currently expects that a
portion of the additional shares of Common Stock for which authorization is
sought will be sold to one or more investors in a private offering of
securities. Although the Company has not entered into any agreement or
commitment with any investor as of the date of this proxy statement, the Company
has initiated discussions with several potential investors. The holders of
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Common Stock have no preemptive rights to purchase any stock of the Company, and
therefore would not have a right to participate in any such private offering.
The terms of any private placement of its Common Stock which the
Company may eventually enter into are not ascertainable. However, the Board of
Directors currently anticipates that any such private placement may involve the
sale of up to $15 million in shares of Common Stock or securities convertible
into or exchangeable for shares of Common Stock. The price per share at which
such shares may be sold is not determinable. Such price per share may be
equivalent to, higher or lower than the trading price of the Common Stock in the
public over-the-counter market. Shareholders should be aware that the issuance
of additional shares could have a dilutive effect on earnings per share and on
the present ownership interest of the Company's shareholders, and could
adversely affect the price of the Common Stock in the public market.
Potential Change of Control
The Company anticipates that the investors acquiring the Company's
securities in any such private placement may acquire a sufficient ownership
stake in the Company to effectively assume control of the Company. Depending on
the amount of capital raised and the price per share at which the Company's
securities are sold in such a private placement, the investor or investors
participating in such private placement may acquire a number of shares
equivalent to up to ____% of the Company's voting stock. The Board of Directors
expects that, given the Company's broad shareholder base, an investor purchasing
less than a majority of the Company's voting stock may effectively assert
control of the Company.
In addition, the terms of such private offering may afford the
investor or investors contractual control privileges. For instance, the terms of
the private offering may provide that the investors shall have the right to
appoint a majority of the members of the Board of Directors. Such investors may
be able to control the outcome of voting relating to merger or sale of the
assets of the Company, changes in the authorized capital stock of the Company
and other fundamental corporate transactions requiring shareholder approval.
There can be no assurance that any investor or investors assuming control of the
Company will adequately protect the interests of minority shareholders, or that
such a change in control of the Company will not adversely affect the market
price of the Common Stock.
Potential Additional Preferred Stock Issuances
The Board of Directors has the authority, without further action by
the shareholders, to issue shares of Preferred Stock in one or more series and
to fix the rights, preferences, privileges and restrictions thereof, including
dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences and the number of shares constituting any series.
Authorization of additional shares of Common Stock will permit the issuance of
additional shares of Preferred Stock convertible into shares of Common Stock.
The issuance of shares of Preferred Stock with rights, preferences or privileges
superior to those of the Common Stock may have the effect of decreasing the
market price of the Common Stock, and may adversely affect the voting and other
rights of the holders of Common Stock.
Effect on Non-negotiated Takeovers
The flexibility of the Board of Directors to issue additional shares of
stock could enhance the Board's ability to negotiate on behalf of the
stockholders in an unfriendly takeover situation. Although it is not the purpose
of the proposed amendment, the authorized but unissued shares of Common Stock
(as well as the existing authorized but unissued shares of Preferred Stock) also
could be used by the Board of Directors to
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discourage, delay or make more difficult a non-negotiated change in the control
of the Company. The Board of Directors is not aware of any pending or proposed
hostile effort to acquire control of the Company.
Vote Required
The approval of the amendment to the Certificate requires the affirmative
vote of a majority of the outstanding shares of Common Stock of the Company and
a majority of the shares of Common Stock and Preferred Stock of the Company on
an as-converted to Common Stock basis. An abstention or nonvote is not an
affirmative vote and, therefore, will have the same effect as a vote against the
proposal.
The Company's Board of Directors Recommends a Vote "FOR" Approval of the
Amendment to the Company's Articles of Incorporation.
INCORPORATION BY REFERENCE
Certain information is incorporated by reference into this proxy
statement from the following documents filed with the Securities and Exchange
Commission:
1. Item 14(a) of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
2. Item 7 of the Form 10-K referenced in Item 1 above (Management's
Discussion and Analysis of Financial Condition and Results of Operations);
3. Item 1 of the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1996 (Financial Statements); and
4. Item 2 of Form 10-Q referenced in Item 3 above (Management's
Discussion and Analysis of Financial Condition and Results of Operations).
A representative of Grant Thornton LLP, the Company's independent
auditors, is expected to be present at the Special Meeting, will have an
opportunity to make a statement and is expected to be available to respond to
appropriate questions.
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OTHER MATTERS
The Company knows of no other matters to be submitted to the Special
Meeting. If any other matters properly come before the Special Meeting, it is
the intention of the persons named in the form of proxy to vote the shares they
represent as the Company may recommend.
It is important that your stock be represented at the Special Meeting,
regardless of the number of shares which you hold. You are, therefore, urged to
execute and return the accompanying proxy in the envelope which has been
enclosed, at your earliest convenience.
BY ORDER OF THE BOARD OF DIRECTORS
Gordon H. Smith
President and Chief Executive Officer
December ___, 1996
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APPENDIX A
This Proxy is solicited on behalf of the Board of Directors
POWER SPECTRA, INC.
1997 SPECIAL MEETING OF SHAREHOLDERS
December __, 1996
The undersigned shareholder of POWER SPECTRA, INC., a California
corporation, hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement, each dated December ___, and hereby appoints
Gordon H. Smith and Edward J. Lamb, 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 at the 1997 Special
Meeting of Shareholders of POWER SPECTRA, INC. to be held on January 13, 1996 at
10:00 a.m. local time, at the [the Sunnyvale Hilton, 1250 Lakeside Drive,
Sunnyvale, California], and at any adjournment or adjournments thereof, and to
vote all shares of Common Stock and Preferred Stock which the undersigned would
be entitled to vote if then and there personally present, on the matter set
forth below:
TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED NUMBER OF SHARES OF COMMON STOCK:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
and, in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE AMENDMENT PROPOSAL SET FORTH ABOVE AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Dated: __________________, 199___
Signature
Signature
(This Proxy should be marked, dated and signed by the shareholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
