SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [X] Definitive Proxy Statement ONLY (AS PERMITTED BY RULE
14a-6(e)(2)) [ ] Definitive Additional Materials [ ] Soliciting
Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
VMIC, 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies: ______
(2) Aggregate number of securities to which transaction applies: _____ (3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ______
(4) Proposed maximum aggregate value of transaction: ______
(5) Total fee paid: ______
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was 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>
VMIC, INC.
12090 South Memorial Parkway
Huntsville, Alabama 35803
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS
To the Shareholders of
VMIC, Inc.:
Notice is hereby given that the annual meeting of the shareholders of
VMIC, Inc. (the "Company") will be held at the Radisson Hotel, 6000 Memorial
Parkway, S.W., Huntsville, Alabama 35802, on Saturday, February 19, 2000, at
10:00 A.M. (local time). The meeting is being held for the following purposes,
all of which are more completely set forth in the accompanying Proxy Statement:
(1) To elect seven (7) Directors to the Board of Directors to
serve for the ensuing year and until their successors are duly
elected and qualified (designated as Proposal 1 in the
accompanying Proxy Statement).
(2) To ratify the appointment by the Board of Directors of
PricewaterhouseCoopers, L.L.P. as the Company's independent
public accountants for the current year (designated as
Proposal 2 in the accompanying Proxy Statement).
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.
The board has fixed January 7, 2000 as the record date for the
determination of shareholders entitled to notice of and to vote at the annual
meeting, or any adjournments thereof. The Company's annual report on Form 10-K
for fiscal year ended September 30, 1999 has already been mailed to you.
Please sign and date the enclosed proxy and return it promptly in the
enclosed reply envelope. If you are able to attend the meeting, you may, if you
wish, evoke the proxy and vote personally on all matters brought before the
meeting.
Very truly yours,
By order of the Board of Directors
Carroll E. Williams
--------------------------
Carroll E. Williams
Chief Executive Officer &
Chairman of the Board of Directors
Dated: January 27, 2000
Huntsville, Alabama
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING
OF SHAREHOLDERS IN PERSON, PLEASE EXECUTE AND RETURN THE ENCLOSED PROXY IN THE
ACCOMPANYING ENVELOPE SO THAT YOUR STOCK WILL BE VOTED. THE ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
VMIC, INC.
12090 S. Memorial Parkway
Huntsville Alabama 35803-3308
PROXY STATEMENT
This proxy is furnished in connection with the solicitation of proxies
by the Board of Directors of VMIC, Inc., a Delaware corporation (the "Company"),
to be voted at the Annual Meeting of Shareholders to be held at the Radisson
Hotel, 6000 Memorial Parkway, S.W., Huntsville, Alabama 35802, on Saturday,
February 19, 2000, at 10:00 A.M. (local time) for the purposes set forth in the
accompanying Notice of Annual Meeting. All proxies in the enclosed form that are
properly executed and received by the Company prior to or at the Annual Meeting
and not revoked will be voted at the Annual Meeting or any adjournments thereof
in accordance with the instructions thereon. Any proxy given pursuant to this
solicitation may be revoked by the person giving it at any time before it is
voted. Proxies may be revoked by (i) filing with the Secretary of the company,
at or before the taking of the vote at the Annual Meeting, a written notice of
revocation bearing a later date than the date of the proxy, (ii) duly executing
a subsequent proxy relating to the same shares and delivering it to the
Secretary of the Company before the annual Meeting or (iii) attending the Annual
Meeting and voting in person (although attendance at the Annual Meeting will not
in and of itself constitute a revocation of a proxy). Any written notice
revoking a proxy VMIC, Inc. should be mailed to 12090 South Memorial Parkway,
Huntsville, Alabama 35803, Attention: Corporate Secretary, or hand delivered to
the Secretary at or before the taking of the vote at the Annual Meeting.
The mailing address of the principal executive offices of the Company
is 12090 South Memorial Parkway, Huntsville, Alabama 35803. This Proxy Statement
and the accompanying Notice of Annual Meeting and the Proxy Card are first being
mailed to the Shareholders on or about January 27, 2000.
The cost of preparing, printing and mailing this Proxy Statement and of
the solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail and, in addition, may be made by directors,
officers and employees of the company personally, or by telephone or telegram.
The Company will request brokers, custodians, nominees and other like parties to
forward copies of proxy materials to beneficial owners of stock and will
reimburse such parties for their reasonable and customary charges or expenses in
this connection.
The record date for determination of shareholders entitled to receive
notice of and to vote at the Annual Meeting is January 7, 2000. At the close of
business on January 7, 2000, 4,597,891 shares of Common Stock of the Company
were outstanding and entitled to vote at the Annual Meeting. Each share of
Common Stock is entitled to one vote with respect to each matter to be voted on
at the annual meeting.
A majority of the Shareholders entitled to vote must be present in
person or represented by proxy, to constitute a quorum at a meeting of
Shareholders and act upon proposed business. If less than a quorum is
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice.
The Company's Certificate of Incorporation and Bylaws do not contain
any provisions concerning the treatment of abstentions and broker non-votes.
Delaware law treats abstentions as votes which are not cast in favor of a
proposal or nominee. Delaware law does not address the treatment of broker
non-votes; however, the Company will treat broker non-votes as present for
purposes of calculating the quorum but as absent for purposes of calculating
votes cast for or against a proposal or nominee.
UPON WRITTEN REQUEST OF ANY SHAREHOLDER TO THE CORPORATE SECRETARY, VMIC, INC.,
12090 SOUTH MEMORIAL PARKWAY, HUNTSVILLE, ALABAMA 35803, THE COMPANY WILL
PROVIDE, WITHOUT CHARGE, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1999.
1
<PAGE>
COMMON STOCK OUTSTANDING AND PRINCIPAL SHAREHOLDERS
As of January 7, 2000, there were outstanding 4,597,891 shares of the
Company's common stock, $0.10 par value per share (the "Common Stock"). Holders
of Common Stock are entitled to one vote per share on all matters to be voted
upon by Shareholders.
The following table sets forth information as of January 7, 2000, as to
(a) the only persons who were known by the company to own beneficially more than
5% of the outstanding Common Stock of the Company; (b) the shares of such Common
Stock beneficially owned by the directors and nominees of the Company; (c) the
shares of such Common Stock beneficially owned by Carroll E. Williams, the
Company's Chairman of the Board, and Chief Executive Officer, Charles McDonald,
George Meares and Alfred Casteleyn, the three most highly compensated officers
of the Company (collectively, the "Named Executive Officers")' and (d) the
shares of such Common Stock beneficially owned by all executive officers and
directors of the Company as a group. Unless otherwise indicated, each
shareholder named has sole voting and dispositive power with respect to his
shares.
<TABLE>
<CAPTION>
- -------------------------------------------------- -------------------------------------------- -----------------------------------
Number of Shares
Shareholder (1) Beneficially Owned (2) Percentages of Ownership
--------------- ---------------------- ------------------------
- -------------------------------------------------- -------------------------------------------- -----------------------------------
<S> <C> <C> <
Named Executive Officers
George Meares 65,788 1%
Charles McDonald 97,698 2%
Directors
Carroll E. Williams 1,131,562 24%
Mary W. Williams 553,610 12%
Ernest Potter 95,505 2%
Arthur Faulkner 25,619 1%
Alfred Casteleyn 141,791 3%
Gary Saliba 32,305 1%
Jim Caudle 12,207 *
Executive Officers and Directors
as a Group 2,196,285 47%
* less than 1%
Other Beneficial Owners of 5% or More of Common Stock
None
- -------------------------------------------------- -------------------------------------------- -----------------------------------
</TABLE>
(1) The addresses for all persons listed above are in care of the Company.
(2) Shares issuable under options exercisable within sixty (60) days are
considered outstanding for the purpose of calculating the percentage of Common
Stock owned by each executive officer, director and more than 5% shareholder who
has options exercisable within sixty (60) days, but such shares are not to be
considered outstanding with respect to any other person or group for the purpose
of calculating the percentage of total outstanding shares.
CHANGES IN CONTROL
No arrangements are known to the corporation the operation of which may
at a subsequent date result in a change in control of the corporation.
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<PAGE>
FINANCIAL INFORMATION
The financial information contained in the 1999 annual report on Form
10-K of the corporation audited by PricewaterhouseCoopers LLP is incorporated
herein by reference.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of members of the Board of Directors
at seven by resolution pursuant to authority granted in the Bylaws of the
Company. The Board of Directors proposes hat the seven nominees listed below be
elected as directors, to serve until the next Annual Meeting of Shareholders and
until their successors are duly elected and qualified. It is the intention of
the persons named in the proxy to vote the proxies for the election of the
nominees listed below, all of whom are presently directors of the Company. If
any nominee should become unavailable to serve as a director for any reason
(which is not anticipated), the persons named as proxies reserve full discretion
to vote for such other person or persons as may be nominated.
The names of the nominees for directors, together with certain information
regarding them, are as follows:
<TABLE>
<CAPTION>
Name Age Position Director Since
<S> <C> <C> <C>
Carroll E. Williams 52 President, CEO and Chairman of the Board 1985
Mary W. Williams 54 Director 1985
Arthur Faulkner (1) 58 Director 1986
Alfred F. Casteleyn 60 Director, Vice President Sales and Marketing 1991
Ernest Potter (1) 58 Director 1986
R. Gary Saliba 44 Director 1990
Jim Caudle, Sr. (1) 63 Director 1986
- ----------
(1) Member of the Compensation Committee
</TABLE>
Carroll E. Williams. Mr. Williams is the founder of the Company and has
served as its President, Chief Executive Officer, and Chairman of the Board of
Directors since its incorporation. Prior to founding the Company, he was a
Design Engineer for SAIC, Huntsville Division from 1972 to 1983. Mr. Williams
was the founder and Division Manager of the VME Microsystems Division of SAIC
from 1984 to 1986. Prior to joining SAIC, Mr. Williams was employed by Sperry
Rand where he was involved in numerous assignments associated with highly
reliable, fault-tolerant computer systems including the space shuttle main
engine controller dual processors. Mr. Williams gained experience with Data
Acquisition and control systems while employed at Pratt & Whitney Aircraft
during 1970 and 1971. Mr. Williams graduated from Georgia Tech in 1969, with
honors, and continued graduate studies in electrical engineering and computer
science at the University of Florida and the University of Alabama.
3
<PAGE>
Mary W. Williams. Ms. Williams is a director of the Company and has served
in this capacity since its incorporation. Prior to retiring as an employee on
January 19, 1996, Ms. Williams served as the Manager of the Company's
Information Systems (MIS). Ms. Williams served as the Company's Secretary and
Treasurer until 1999.
Arthur Faulkner. Mr. Faulkner is a director of the Company and has served
in this capacity since 1986. He is a Certified Public Accountant with Faulkner,
Shannon, Hill and Fogg in Huntsville, Alabama, and has been a certified public
accountant for 26 years.
Alfred F. Casteleyn. Mr. Casteleyn is the Vice President of Sales and
Marketing of the Company, and has been an officer of the Company since June of
1991. He is also a member of the Board of Directors of the Company. Prior to
joining the Company, he was the Sales and Marketing Manager and International
Manager for EAI Electronic Associates of West Long Branch, New Jersey. Mr.
Casteleyn has substantial experience in the International Sales and Marketing
area of the industry and has built a career in the field for over 30 years. He
has been successful in such efforts as design and maintenance of marketing
programs, planning company sales activities, representative/distributor
supervision, trade show preparation and participation, advertising, staff
recruitment and preparation of financial packages.
Ernest Potter. Mr. Potter is a director of the Company and has served in
this capacity since 1986. Mr. Potter is an Attorney who practices law in
Huntsville, Alabama, and has practiced law since 1963.
R. Gary Saliba. Mr. Saliba is a director of the Company and has served in
this capacity since 1990. Mr. Saliba is President of Saliba Financial Economics
Group, which is the firm that has annually prepared the valuation of the Company
and its Common Stock. Mr. Saliba formerly served as Senior Vice President and
Trust Officer of South Trust Bank, and Senior Vice President and Chief
Investment Officer of Colonial Bank.
Jim Caudle, Sr. Mr. Caudle is a director of the Company and has served in
this capacity since 1986. Mr. Caudle is the founder and a member of the Board of
Directors of United Plating, United Printed Circuits, and United Circuits, all
located in Huntsville, Alabama. Mr. Caudle is the retired president of Snapper,
Inc.
Director Compensation
Directors not employed by the Company receive a fee of $550 for each board
meeting attended and $200 for each committee meeting attended which is held
independently of a board meeting. Employee directors do not receive compensation
for attending board meetings or committee meetings.
Non-employee directors are eligible to receive options pursuant to the
Company's Non-qualified Stock Option Plan as determined by the Compensation
Committee. The purpose of awarding stock options to directors is to promote the
interests of the Company by strengthening the Company's ability to attract and
retain the services of experienced and knowledgeable non-employee directors and
by encouraging such directors to acquire an increased proprietary interest in
the Company.
Indemnification of Officers and Directors
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors except for liability
arising out of i) a breach of their duty of loyalty to the corporation or its
stockholders, ii) acts or omissions not in good faith or which involve
intentional misconduct as a knowing violation of law, iii) unlawful payments of
dividends or unlawful stock repurchases or redemption as provided in Section 174
of the Delaware General Corporation Law, or iv) for any transaction from which
the director derived an improper personal benefit. This provision offers persons
who serve on the Board of Directors of the Company protection against awards of
monetary damages resulting from breaches of their duty of care or fiduciary duty
(except as provided above). As a result of this provision, the ability of the
Company or a shareholder of the Company to successfully prosecute an action
against a director for a breach of his duty of care is limited. However, the
provision does not affect the availability of equitable remedies such as an
injunction or rescission based upon a director's breach of his or her duty of
care.
4
<PAGE>
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company, and the Company is not
aware of any threatened litigation or proceeding which may result in a claim for
indemnification.
Board Committees and Attendance
During fiscal year 1999 the Compensation Committee met four times. The
Company's Compensation Committee awards incentive or nonqualified stock options
to employees, officers and directors; makes recommendations to the Board of
Directors for approval of any compensation changes or bonuses for officers of
the Company; and makes recommendations to the Board for any stock or cash bonus
awards to any employee.
Mr. Faulkner, Mr. Potter and Mr. Caudle served as members of the
Compensation Committee during fiscal year 1999 and attended all meetings.
The Board of Directors is responsible for suitable oversight of the
Company's performance, integration and compliance with strategic objectives.
During the fiscal year ended September 30, 1999, the Board of Directors held
thirteen (13) meetings. Each director attended at least 75% of the aggregate
number of meetings of the Board of Directors and the committees of which the
director was a member.
The Board of Directors did not have a nominating or audit committee
during fiscal year 1999.
5
<PAGE>
Executive Officers
Compensation Summary
The following table summarizes for the last three completed fiscal
years the compensation of Carroll E. Williams who serves as Chairman of the
Board and Chief Executive Officer, and the three other most highly compensated
executive officers of the company whose salary and bonus exceeded $100,000.00
for the fiscal year ended September 30, 1999.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
- ----------------------------------------------- ------ ---------- ---------- ------------------ ------------------ -----------------
Shares of Stock
Name and Principal Other Annual Underlying All Other
Position Year Salary Bonus Compensation(1) Options Awarded Compensation
-------- ---- ------ ----- ------------ --------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Carroll E. Williams 1999 211,680 ----- ----- ---- -----
Chief Executive Officer & 1998 211,680 25,000 -----
Chairman of the Board 1997 211,680 50,000 -----
George Meares 1999 132,344 ----- ----- 16,000 -----
Vice President, Research & Development 1998 125,000 7,500 -----
1997 106,106 15,000 -----
Charles McDonald 1999 116,334 ----- ----- 10,800 -----
Vice President, Operations 1998 109,000 7,500 -----
1997 96,125 15,000 -----
Alfred F. Casteleyn(2) 1999 165,188 ----- ----- 18,000 -----
Vice President, Sales &Marketing 1998 170,292 13,400 -----
1997 176,249 ----- 18,000
- ----------------------------------------------- ------ ---------- ---------- ------------------ ------------------ -----------------
</TABLE>
(1) "Other annual Compensation" for each of the named executives does not
include the value of certain personal benefits, if any, furnished by
the Company or for which it reimburses the named executives, including
the use of corporate vehicles, unless the value of such benefits in
total exceeds the lesser of $50,000 or 10% of the total annual salary
and bonus reported in the above table for the named executive.
(2) Salary includes sales commissions.
Incentive Stock Option Plan
The Company has a stock option plan under which 408,977 shares of common
stock have been reserved for issue to certain employees, officers, and directors
through incentive stock options at January 7, 2000. The options vest over a four
year period from the date of grant and normally expire either five years or ten
years from the date of grant depending on when the options were granted.
6
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS TO THE NAMED EXECUTIVE OFFICERS IN FISCAL YEAR 1999
---------------------------------------------------------------------------------- --------------------------
Individual Grants(1) Potential Realizable
Value At Assumed Annual
Rates Of Stock Price
Appreciation For Option
Term (2)
---------------------------------------------------------------------------------- --------------------------
------------------------- ---------- ------------- ------------- ----------------- --------------------------
Percent Of
Total Exercise Of
Number Options Base Price
of Granted In ($/Sh) Expiration Date 5% 10%
Name Options FY 1999
Granted
<S> <C> <C> <C> <C> <C> <C>
------------------------- ---------- ------------- ------------- ------------------
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
Carroll E. Williams ---- ---- ---- ---- ---- ----
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
George Meares 1000 2% 8.25 09/15/2009 5,188 $13,148
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
Charles McDonald 1000 2% 8.25 09/15/2009 5,188 $13,148
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
Alfred F. Casteleyn 1000 2% 8.25 09/15/2009 5,188 $13,148
------------------------- ---------- ------------- ------------- ----------------- ------------- ------------
</TABLE>
- -----------------
(1) Options were granted at the market price on the date of grant under the
Company's Incentive Stock Option Plan. Market price is set each year by the
Board of Directors, based on the Company valuation prepared by Saliba Financial
Economics Group.
(2) Based on the price of the Common Stock on January 7, 2000 of $8.25, which is
set each year by VMIC's Board of Directors using a share price for VMIC stock
based on a Company valuation provided by Saliba Financial Economics Group.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Gary Saliba, who is a director of the Company, is also President of Saliba
Financial Economics Group, which is the firm that has annually prepared the
valuation of the Company and its Common Stock. Fees paid in fiscal year 1999 by
the Company to Saliba Financial Economics Group did not exceed 1% of the gross
revenues of that firm for that year.
Ernest Potter, who is a director of the Company, is an Attorney who practices
law in Huntsville and performs various general legal services for the Company.
Fees paid in fiscal year 1999 by the Company to Mr. Potter did not exceed 1% of
the gross revenues of that firm for that year.
SECTION 16(A) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(SEC) and the National Association of Securities Dealers, Inc. Executive
officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of the copies of such forms and any amendments thereto
furnished to the Company, or written representations that no Forms 5 were
required, the Company believes that during the one year period ended September
30, 1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.
7
<PAGE>
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. has been the independent public accounting
firm for the corporation. Coopers & Lybrand, L.L.P. is now a part of
PricewaterhouseCoopers LLP and PricewaterhouseCoopers LLP, with offices at 100
East Broad Street, Columbus, Ohio. The Company's financial statements for the
fiscal year 1999 were audited by PricewaterhouseCoopers LLP. In addition, they
also reviewed the Company's annual and quarterly reports filed with the
Securities and Exchange Commission. The Board of Directors has appointed
PricewaterhouseCoopers LLP to audit the financial statements of the Company for
the current fiscal year ended September, 30, 2000, and to perform other
appropriate accounting services. Such appointment will be presented to the
shareholders for ratification at the annual meeting of shareholders. It is
expected that representatives of PricewaterhouseCoopers LLP will be present at
the shareholders' meeting and will be given an opportunity to make a statement
and to respond to appropriate questions.
The Board of Directors recommends a vote FOR Proposal 2
holders with respect to such matter.
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Shareholder proposals intended for presentation at the fiscal year 2000
Annual Meeting must be received by the Company for inclusion in its 2000 proxy
material no later than September 20, 2000. If any stockholder fails to notify
the Company on or before September 20, 2000, of a proposal to be presented at
the 2000 Annual Meeting, management may use its discretionary voting authority
to vote on such proposal even if the matter is not discussed in the Company's
Proxy Statement for the 2000 Annual Meeting.
OTHER
Management does not know of any other matters to be presented at the
Meeting for action by shareholders. However, if any other matters are properly
brought before the Meeting or any adjournment thereof, votes will be cast
pursuant to the proxies in accordance with the best judgment of the proxy.
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, PLEASE EXECUTE THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED WITHIN THE UNITED STATES. EXECUTORS, ADMINISTRATORS, TRUSTEES, AND
OTHER FIDUCIARIES SHOULD SO INDICATE WHEN SIGNING THE PROXY. IF STOCK IS OWNED
BY MORE THAN ONE PERSON, SIGNATURES OF ALL OWNERS ARE NECESSARY. IT IS IMPORTANT
TO RETURN THE ENCLOSED PROXY IMMEDIATELY SO THAT YOUR CORPORATION MAY BE MANAGED
PROPERLY.
By order of the Board of Directors.
Dated: January 27, 2000
Carroll E. Williams
Chief Executive Officer
& Chairman of the Board
8
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
VMIC, INC.
12090 South Memorial Parkway
Huntsville, Alabama 35803
The undersigned hereby appoints Carroll E. Williams, and Mary W.
Williams, and each of them, as proxies, with full powers of substitution, and
hereby authorizes them to represent and to vote all of the shares of VMIC, Inc.
standing in the name of the undersigned at the annual meeting of shareholders of
said company to be held at the Radisson Hotel, 6000 Memorial Parkway, S.W.,
Huntsville, Alabama, on February 19, 2000, at 10:00 A.M., or at any adjournment
thereof, as designated below. IF NO DIRECTION IS MADE , THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2.
In their discretion, the proxies are authorized to vote upon other
business as may properly come before the meeting or any adjournment(s) thereof.
If any named nominee is not able to serve, the Proxies may vote for such other
person or persons nominated in accordance with their best judgment.
1. ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below) to vote for all nominees listed below
Nominees for terms ending in 2001: Carroll E. Williams, Mary W. Williams, Arthur
Faulkner, Alfred F. Casteleyn, Ernest Potter , R. Gary Saliba, and Jim Caudle,
Sr.
( INSTRUCTION: To withhold authority to vote for any individual nominee, write
the nominee's name in the space provided below.)
- ------------------------ ---------------------- ----------------------
- ------------------------ ---------------------- ----------------------
2. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon other business
as may properly come before the annual meeting of shareholders.
1
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 and 2.
Please sign exactly as your name appears on the envelope in
which this document was sent to you. Executors,
Administrators, Trustees, Guardians and persons signing under
powers of attorney should indicate their respective capacity.
If shares are held jointly, each holder should sign. If a
corporation, please sign in full corporate name by President
or other authorized officer. If I partnership, please sign in
partnership name by authorized person.
Dated _______________________, 2000
----------------------------------
(Signature)
----------------------------------
(Signature if held jointly
PLEASE SIGN, DATE AND MAIL PROMPTLY USING THE ENCLOSED ENVELOPE
2
