<PAGE> 1
SWISHER INTERNATIONAL, INC.
6849 FAIRVIEW ROAD
CHARLOTTE, NORTH CAROLINA 28210
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD APRIL 26, 2000
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 [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SWISHER INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than 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)(4) and
0-11.
1) Title of each class 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 0-11:1 (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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
SWISHER INTERNATIONAL, INC. PATRICK L. SWISHER
6849 FAIRVIEW ROAD PRESIDENT AND
CHARLOTTE, NORTH CAROLINA 28210 CHIEF EXECUTIVE OFFICER
March 1, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
of Swisher International, Inc. The Annual Meeting will be held at the
Providence Country Club located at 6001 Providence Country Club Drive,
Charlotte, North Carolina on Wednesday, the 26th day of April, 2000, at 10:00
A.M., and thereafter as it may from time to time be adjourned.
Details of the business to be conducted at the Annual Meeting are
given in the attached Notice of Annual Meeting and Proxy Statement.
YOUR VOTE IS IMPORTANT. Whether or not you attend the Annual Meeting,
please complete, sign, date and promptly return the enclosed proxy card in the
enclosed postage-paid envelope. If you decide to attend the Annual Meeting and
vote in person, you may do so.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company.
We look forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Patrick L. Swisher
----------------------------
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SWISHER INTERNATIONAL, INC.
NOTICE OF
2000 ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
DATE: APRIL 26, 2000
TIME: 10 A.M.
PLACE: PROVIDENCE COUNTRY CLUB
6001 PROVIDENCE COUNTRY CLUB DRIVE
CHARLOTTE, NORTH CAROLINA
Dear Stockholders:
At our Annual Meeting, we will ask you to:
- Re-elect two directors to the Board of Directors;
- Ratify the selection of Scharf Pera & Co. as independent
auditors for 2000;
- Increase the Employee Stock Option Plan (Non-Qualified) by
100,000 Shares; and
- Transact any other business that may properly be presented at
the Annual Meeting.
RECORD DATE
If you were a stockholder of record at the close of business on
February 28, 2000, you are entitled to notice of and to vote at the Annual
Meeting. A list of stockholders entitled to vote at the meeting will be
available during business hours for ten days prior to the Annual Meeting at our
offices, 6849 Fairview Road, Charlotte, North Carolina, 28210, for examination
by any stockholder for any purpose germane to the meeting.
PROOF OF OWNERSHIP
Attendance at the Annual Meeting will be limited to stockholders of
record or their authorized representative by proxy. If your shares are held
through an intermediary, such as a bank or broker, you must present proof of
your ownership of Swisher International shares at the Annual Meeting. Proof of
ownership could include a proxy from the intermediary or a copy of your account
statement, which confirms your beneficial ownership of Swisher International
shares.
By order of the Board of Directors,
/s/ Patrick L. Swisher
------------------------------------------
Patrick L. Swisher
President and Chief Executive Officer
March 1, 2000
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<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Information About The Annual Meeting and Voting ............................................................................ 5
Why Did You Send Me this Proxy Statement? ............................................................................... 5
How Many Votes Do I Have? ............................................................................................... 5
How Do I Vote by Proxy? ................................................................................................. 5
May I Revoke My Proxy? .................................................................................................. 5
How Do I Vote in Person? ................................................................................................ 6
What Vote Is Required to Approve Each Proposal?.......................................................................... 6
Is Voting Confidential? ................................................................................................. 6
What Are the Costs of Soliciting the Proxies? ........................................................................... 7
How Can I Obtain an Annual Report on Form 10-KSB? ....................................................................... 7
Information About Swisher International, Inc. Common Stock Ownership ....................................................... 8
How Much Stock is Owned By Directors, Executive Officers and At Least 5% Stockholders? .................................. 8
Information About Directors and Executive Officers ......................................................................... 9
The Board of Directors .................................................................................................. 9
The Committees of the Board ............................................................................................. 9
How Do We Compensate Our Directors?...................................................................................... 10
The Executive Officers .................................................................................................. 10
Did Directors, Executive Officers and Greater-Than-10% Stockholders Comply with Section 16(a) Beneficial
Ownership Reporting in 1999? ............................................................................................ 11
How Do We Compensate Our Executive Officers? ............................................................................ 12
Summary Compensation Table ................................................................................................. 12
Option Grants During Fiscal Year 1999 ...................................................................................... 13
Aggregate Option Exercises During Fiscal Year 1999 and Year-End Option Values .............................................. 13
Benefit Plans .............................................................................................................. 13
Arrangements with Officers and Directors ................................................................................... 14
Proposal 1: Elect Two Directors ........................................................................................... 17
Proposal 2: Ratify Selection of Independent Auditors for 1999 ............................................................. 17
Proposal 3: Increase the Employee Stock Option Plan (Non-Qualified) by 100,000 Shares ..................................... 18
Other Matters .............................................................................................................. 18
INFORMATION ABOUT STOCKHOLDER PROPOSALS .................................................................................... 18
Proxy for 2000 Annual Meeting of Stockholders to be held on April 26, 2000 ................................................. 20
ADDENDUM "A" ............................................................................................................... 21
</TABLE>
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PROXY STATEMENT FOR THE
SWISHER INTERNATIONAL, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
THE BOARD OF DIRECTORS OF SWISHER INTERNATIONAL, INC. SENT YOU THIS
PROXY STATEMENT AND THE ENCLOSED PROXY CARD BECAUSE THE BOARD IS SOLICITING
YOUR PROXY TO VOTE AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS. This Proxy
Statement summarizes the information you need to know to vote intelligently at
the Annual Meeting. However, you do not need to attend the Annual Meeting to
vote your shares. Instead, you may simply complete, sign and return the
enclosed proxy card.
We will begin sending this Proxy Statement, the attached Notice of
Annual Meeting and the enclosed proxy card on or about March 1, 2000 to all
stockholders entitled to vote. Stockholders who owned Swisher International
common stock at the close of business on February 28, 2000 are entitled to
vote. On this record date, there were 2,208,271 shares of Swisher International
common stock outstanding. Common stock is our only class of voting stock.
HOW MANY VOTES DO I HAVE?
Each share of Swisher International common stock that you own entitles
you to one vote. The proxy card enclosed herewith indicates the number of
Swisher International shares that you own.
HOW DO I VOTE BY PROXY?
Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in
the envelope provided. Returning the proxy card will not affect your right to
attend the Annual Meeting and vote.
If you properly fill in your proxy card and send it to us in time to
vote, your "proxy" (one of the individuals named on your proxy card) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares as recommended by the Board
of Directors, as follows:
- "FOR" the re-election of two nominees for director; and
- "FOR" the ratification of Scharf Pera & Co. as independent
auditors for 2000; and
- "FOR" the increase in the Employee Stock Option Plan
(Non-Qualified) by 100,000 Shares.
If any other matter is presented, your proxy will vote in accordance
with his or her best judgment. At the time this Proxy Statement went to press,
we knew of no matters which needed to be acted on at the Annual Meeting, other
than those discussed in this Proxy Statement.
MAY I REVOKE MY PROXY?
If you give a proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of three ways:
- You may send in another proxy with a later date;
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- You may notify Swisher International's Secretary in writing
before the Annual Meeting that you have revoked your proxy;
or
- You may vote in person at the Annual Meeting.
HOW DO I VOTE IN PERSON?
If you plan to attend the Annual Meeting and vote in person, we will
give you a ballot when you arrive. However, if your shares are held in the name
of your broker, bank or other nominee, you must bring an account statement or
letter from the nominee indicating that you were the beneficial owner of the
shares on February 28, 2000, the record date for voting.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
PROPOSAL 1: ELECT TWO DIRECTORS The two nominees for director who receive
the most votes (a "plurality" as required
by Nevada law) will be elected. So, if you
do not vote for a particular nominee, or
you indicate "withhold authority to vote"
for a particular nominee on your proxy
card, your vote will not count either "for"
or "against" the nominee.
A "broker non-vote" (i.e., when a broker
does not have authority to vote on a
specific issue) will also have no effect on
the outcome since only a plurality of votes
actually cast is required to elect a
director.
PROPOSAL 2: The affirmative vote of a majority of the
RATIFY SELECTION OF AUDITORS shares present in person or by proxy at the
Annual Meeting is required to ratify the
selection of independent auditors. Shares
represented by proxy which are marked
"abstain" will have the effect of a vote
against Proposal 2. A broker non-vote will
also have the effect of a vote against
Proposal 2.
PROPOSAL 3: The affirmative vote of a majority of the
INCREASE THE EMPLOYEE STOCK shares present in person or by proxy at the
OPTION PLAN(NON-QUALIFIED) Annual Meeting is required to ratify the
BY 100,000 increase of the Employee Stock Option Plan
SHARES (Non-Qualified) by 100,000 Shares. Shares
represented by proxy which are marked
"abstain" will have the effect of a vote
against Proposal 3. A broker non-vote will
also have the effect of a vote against
Proposal 3. See Addendum "A."
QUORUM; THE EFFECT OF A majority of the outstanding shares of
BROKER NON-VOTES AND ABSTENTIONS common stock will constitute a quorum. Your
broker is not entitled to vote on the
Proposals unless it receives instructions
from you. Even if your broker does not vote
your shares on the Proposals, such broker
non-votes will count as shares present for
purposes of determining the presence or
absence of a quorum for the transaction of
business. Similarly, abstentions are also
counted for determining if a quorum is
present. However, broker non-votes and
abstentions will not be counted for
purposes of determining whether a proposal
has been approved, and thus will have the
effect of a "No" vote.
IS VOTING CONFIDENTIAL?
As a matter of policy, proxies, ballots and voting tabulations that
identify individual stockholders are held confidential by Swisher
International. That information is available for examination only by the
inspectors of
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election who are employees appointed to tabulate the votes. The identity of the
vote of any stockholder is not disclosed except as may be necessary to meet
legal requirements.
WHAT ARE THE COSTS OF SOLICITING THE PROXIES?
Swisher International, Inc. pays the cost of preparing, assembling and
mailing this proxy-soliciting material. In addition to the use of the mail,
proxies may be solicited personally, by telephone or telegraph or by Swisher
International officers and employees without additional compensation. Swisher
International pays all costs of solicitation, including certain expenses of
brokers and nominees who mail proxy material to their customers or principals.
In addition, Morrow & Co., Inc. has been retained to assist in the solicitation
of proxies for the Annual Meeting at a fee of approximately $5,500.00, plus
associated costs and expenses.
HOW CAN I OBTAIN AN ANNUAL REPORT ON FORM 10-KSB?
THE 1999 ANNUAL REPORT WAS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 31, 2000. IF YOU WOULD LIKE A COPY, WITHOUT CHARGE,
PLEASE WRITE TO:
INVESTOR RELATIONS
SWISHER INTERNATIONAL, INC.
6849 FAIRVIEW ROAD
CHARLOTTE, NORTH CAROLINA 28210
ATTENTION: RONALD S. BLAKE, VICE PRESIDENT-FINANCE,
OR CALL (800) 444-4138, MENU OPTION #6.
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INFORMATION ABOUT SWISHER INTERNATIONAL, INC. COMMON STOCK OWNERSHIP
HOW MUCH STOCK IS OWNED BY DIRECTORS, EXECUTIVE OFFICERS AND AT LEAST 5%
STOCKHOLDERS?
The following table shows, as of January 31, 2000, (a) all persons we
know to be "beneficial owners" of more than five percent of the outstanding
common stock of Swisher International, and (b) the common stock owned
beneficially by Swisher International directors and executive officers and all
executive officers and directors as a group. Each person has sole voting and
sole investment power with respect to the shares shown, except as noted.
<TABLE>
<CAPTION>
Shares beneficially owned(2)
Name and Address(1) Number Percent
- ------------------------------------------------------------ ---------- -------
<S> <C> <C>
Patrick L. Swisher(3) ..................................... 520,217 16.3%
W. Tom Reeder III(5) ...................................... 74,500 2.3%
M. Hunt Broyhill ........................................... 53,000 1.7%
Thomas W. Busch(5) (Resigned effective 02/04/00) ........... 77,200 2.4%
John O. Summey, Jr ......................................... 4,000 **
Bruce Mullan(6) ............................................ 3,000 **
Richard G. Long, Jr ........................................ 2,500 **
Anne P. Corley ............................................. 4,616 **
Providence LLC(7) .......................................... 259,000 8.1%
Mark T. Blake(8) ........................................... 92,000 2.9%
Thomas J. Reiser(9) ........................................ 25,000 **
All Directors and Executive Officers
as a Group (eleven persons)(10) ............................ 1,115,033 34.9%
</TABLE>
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** Represents a percentage of beneficial ownership that is less than 1%.
(1) Unless otherwise stated, the address for all persons listed above is
6849 Fairview Road, Charlotte, North Carolina 28210.
(2) "Beneficial ownership" is a technical term broadly defined by the
Securities and Exchange Commission to mean more than ownership in the
usual sense. For example, you "beneficially" own Swisher International
common stock not only if you hold it directly, but also if you
indirectly (through a relationship, a position as a director or
trustee, or a contract or understanding) have (or share) the power to
vote the stock, or to sell it, or you have the right to acquire it
within 60 days. The percent of shares beneficially owned as of January
31, 2000 was calculated based upon 3,196,971 "shares", consisting of
2,208,271 shares of common stock outstanding plus 988,700 options to
purchase common stock.
(3) This amount includes 320,200 shares of common stock that may be
acquired upon exercise of stock options that were exercisable as of
January 31, 2000, or that will become exercisable within 60 days after
January 31, 2000.
(4) This amount includes 50,500 shares of common stock that may be
acquired upon exercise of stock options that were exercisable as of
January 31, 2000, or that will become exercisable within 60 days after
January 31, 2000.
(5) This amount represents 75,000 shares exercisable on February 4, 2000.
(6) This amount represents 2,000 shares of common stock that may be
acquired upon exercise of stock options that were exercisable as of
January 31, 2000, or that will become exercisable within 60 days after
January 31, 2000.
(7) During 1997, Providence LLC assumed the obligation of the estate
planning program and was assigned the shares of common stock by Armand
Investment Corporation. Armand Investment Corporation acquired its
shares from Patrick L. Swisher in connection with an estate planning
program for Mr. Swisher. Mr. Swisher disclaims beneficial ownership of
such shares.
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(8) This amount includes 75,000 shares of common stock that may be
acquired upon exercise of stock options that were exercisable as of
March 15, 1999.
(9) This amount represents 25,000 shares of common stock that may be
acquired upon exercise of stock options that were exercisable as of
September 17, 1999.
(10) This amount includes 388,700 shares of common stock that may be
acquired upon exercise of stock options that were exercisable as of
January 31, 2000, or that will become exercisable within 60 days after
January 31, 2000.
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
THE BOARD OF DIRECTORS
The Board of Directors oversees the business and affairs of Swisher
International and monitors the performance of management. In accordance with
corporate governance principles, the Board of Directors does not involve itself
in day-to-day operations. The directors keep themselves informed through
discussions with the Chairman of the Board, other key executives and our
principal external advisors (legal counsel, outside auditors and other
consultants), by reading reports and other materials that we send to them and
by participating in Board and committee meetings.
The Board met thirteen times during fiscal year 1999. Attendance at
the Board and committee meetings was at least 75% for each director.
These are the biographies of the members of the Board of Directors,
except for Patrick L. Swisher, President and Chief Executive Officer, and W.
Tom Reeder, III, Executive Vice President, who are listed under "The Executive
Officers," and John O. Summery, Jr. and Anne P. Corley, who are listed under
Proposal 1: Elect Two Directors.
M. HUNT BROYHILL Mr. Broyhill has served as Chairman of the
Age 35 Board of Directors of Swisher International
since January 1999, and as a director since
December 1998. Mr. Broyhill serves as the
Chief Executive Officer of Broyhill Asset
Management, LLC; as the President of each
of Broyhill Investments, Inc., Broyhill
Timber Resources, Inc., Broyhill Family
Foundation, Inc., Broyhill Realty, Inc.,
and H.B. Development, Inc.; and the Vice
President of P.B. Realty, Inc. Mr. Broyhill
also serves as a member of the Board of
Directors of High Street Banking Company.
In addition, Mr. Broyhill serves as a
director on the Board of Directors of a
number of civic organizations within the
State of North Carolina. In 1997, Mr.
Broyhill has passed both the Series 7 and
the Series 63 exams and was designated as a
Registered Representative with the
Securities and Exchange Commission.
RICHARD G. LONG, JR. Mr. Long has served as a director of
Age 42 Swisher International since July 1998.
Since 1995, Mr. Long has been a partner
with Perry, Bundy, Plyler and Long, LLP
and, prior to that, from 1992 to 1995, Mr.
Long was a partner with Steelman and Long,
both involving the practice of law. Mr.
Long received his J.D. from Wake Forest
University in 1982 and is a member of the
State Bar of North Carolina. Mr. Long also
currently serves as Union County Treasurer.
THE COMMITTEES OF THE BOARD
The Board has two permanent committees: the Audit Committee and the
Compensation Committee. There is no nominating committee.
THE AUDIT COMMITTEE The Audit Committee reviews and approves
the audit reports rendered by the Company's
independent auditors and approves the audit
fee charged
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by the independent auditors. The Audit
Committee reports to the Board of Directors
about such matters and recommends the
selection of independent auditors.
Through fiscal year ended October 31, 1999,
Messrs. Patrick L. Swisher (a non-voting
member), Richard G. Long, Jr. and John O.
Summey, Jr. served as members of the
Committee. The Committee met two times
during fiscal year ended 1999. For more
information about these directors, see
"Proposal 1: Elect Two Directors", below on
page 17.
THE COMPENSATION COMMITTEE The Compensation Committee reviews and
makes recommendations to the Board
regarding compensation, including bonuses,
for officers. The Committee also
administers the Incentive Stock Option Plan
and the Non-Qualified Stock Option Plan and
has sole authority for awards under both
plans, including timing, pricing and
amount. For more information on these
plans, see "Benefit Plans," below on page
13 through 14.
Through fiscal year ended October 31, 1999,
Messrs. Patrick L. Swisher (a non-voting
member), M. Hunt Broyhill and Anne P.
Corley served as members of the Committee.
The Committee did not meet during fiscal
year ended 1999. For more information about
these directors, see "Proposal 1: Elect Two
Directors", below on page 17.
HOW DO WE COMPENSATE OUR DIRECTORS?
MEETING FEES We compensate directors who are not
AND EXPENSES employees of Swisher International or our
subsidiaries with a fee of $500 for each
Board and committee meeting. We reimburse
all directors for travel and other related
expenses incurred in attending stockholder,
Board and committee meetings. We do not
compensate our employees or employees of
our subsidiaries for service as a director.
We do, however, reimburse them for travel
and other related expenses.
STOCK AWARDS We do not currently grant directors of
Swisher International the right to
participate in any of our stock option
plans, but do encourage all non-employee
directors to purchase shares of common
stock on the open market as they wish.
THE EXECUTIVE OFFICERS
These are the biographies of Swisher International's current executive
officers.
PATRICK L. SWISHER PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr.
Age 45 Swisher has been Chief Executive Officer,
President and a director of Swisher
International since October 1986. In
addition, he currently serves as a
non-voting member of the Compensation and
Audit Committees. From July 1983 to October
1986, Mr. Swisher also served as Chief
Executive Officer and a director of Swisher
Services, Inc., which was subsequently
merged into Swisher International, Inc. in
October 1986. In 1980, Mr. Swisher
co-founded PSTV Corporation, a private
cable television company, and he served as
President of its construction division
until 1983. From 1977 to 1980, Mr. Swisher
was an owner and co-founder of Whispers
Corporation, which operated a restaurant
located in Charlotte, North Carolina. Mr.
Swisher received
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his Bachelors of Science degree from
Appalachian State University in 1977.
AMY KING-SIMPSON SECRETARY. Ms. King-Simpson has served as
Age 44 Secretary of Swisher International since November
1996 and as President of Swisher Hygiene Franchise
Corporation since April, 1998. Prior to that she
served as Director of Franchise Administration of
Swisher International from 1991 to November 1996.
From 1984 to 1991 she served as Vice President of
Franchise Administration with Econo Lodges of
America, Inc.
MARK T. BLAKE VICE PRESIDENT AND GENERAL COUNSEL. Mr.
Age 46 Blake is admitted to the Florida Bar, Texas Bar,
United States District Court for the Southern and
Middle Districts of Florida, United States Circuit
Court of Appeals, Eleventh Circuit and United
States Tax Court. Mr. Blake has applied to the
North Carolina Board of Law Examiners for
admission to practice law in the State of North
Carolina. He received his Juris Doctor from Nova
University School of Law and LL.M. from the
University of Miami School of Law. Before joining
Swisher International in 1999, Mr. Blake served as
Vice President and General Counsel to a privately
held long distance telephone company, Senior
Corporate Counsel for the world's largest
financial educational services provider, and
Senior Corporate Counsel and closing agent for a
multi award design oriented Orlando commercial and
residential developer.
BRUCE MULLAN VICE PRESIDENT OF SALES. Mr. Mullan has
Age 47 been Swisher International's Vice President of
Sales since January 1994. From 1981 through
January 1994, he was employed by US Safety Company
in Kansas City, Missouri, where he served as
National Accounts Manager from 1988 until January
1994. Mr. Mullan received his Bachelor of Arts
degree in Economics from Hampden-Sydney College in
1975.
W. TOM REEDER III EXECUTIVE VICE PRESIDENT. Mr. Reeder was
Age 47 appointed Executive Vice President in
September, 1998, and has served as Vice
President and a director of Swisher
International since March, 1988. From 1977
through March, 1988, Mr. Reeder was a
manufacturer's representative for a
wholesale apparel company in Charlotte,
North Carolina. Mr. Reeder received his
Bachelors of Science Degree from Western
Carolina University in 1975.
THOMAS J. REISER CHIEF OPERATIONS OFFICER. Before joining
Age 40 Swisher International in September of 1999
as Chief Operating Officer, Mr. Reiser
served as Acting Chief Financial Officer
for Funding Resources, Inc., Acting Vice
President of Finance & Controller for SEFFI
Industries, Inc., Vice President of Finance
for DRS Industries, Inc., and Vice
President of Finance for Sara Lee
Corporation/JP Foodservice, Inc. Mr. Reiser
received his Bachelors of Business
Administration in Public Accounting from
Loyola University of Chicago, and is a
Certified Public Accountant in the State of
Illinois.
DID DIRECTORS, EXECUTIVE OFFICERS AND GREATER-THAN-10% STOCKHOLDERS COMPLY WITH
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING IN 1999?
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and greater-than-10% stockholders to file reports
with the Securities and Exchange Commission on changes in their beneficial
ownership of Swisher International common stock and to provide Swisher
International with copies of the reports. Based on our review of these reports
and of certifications furnished to us, we believe that all of these reporting
persons complied with their filing requirements for fiscal year 1999.
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HOW DO WE COMPENSATE OUR EXECUTIVE OFFICERS?
The tables below show salaries and bonuses paid during the last three
years, options granted in fiscal year 1999 and aggregate options exercised in
fiscal year 1999 for the Chief Executive Officer and our other three most
highly compensated (i.e., over $100,000 per year) executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-term
Annual compensation compensation awards
-------------------------- --------------------------
Options All other
Year Salary(1) Bonus Other(2) # of Shares Compensation(3)
---- -------- ----- ------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Patrick L. Swisher 1999 $198,580 -- $14,050 -- $1,897
President and Chief 1998 200,554 -- 14,072 25,000 1,523
Executive Officer 1997 198,198 -- 14,072 77,600 1,425
W. Tom Reeder III 1999 $125,600 -- $ 8,750 -- $ 463
Vce President 1998 129,209 -- 5,909 -- 495
1997 105,000 -- 5,909 39,000 475
Bruce Mullan 1999 $154,643 -- -- -- $1,932
Vice President of Sales 1998 123,521 -- -- -- 1,316
1997 126,038 -- -- -- 1,322
Thomas W. Busch 1999 $115,308 -- $ 5,000 75,000 --
Chief Financial Officer
</TABLE>
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(1) This amount includes amounts contributed to Swisher International's
401(k) by each of the officers named above.
(2) This amount includes automobile lease payments made by Swisher
International for vehicles leased by the executive officers named
above.
(3) This amount includes amounts contributed by Swisher International to
the executive officers' 401(k) accounts named above. It excludes (i)
aircraft lease payments made by Swisher International to Economy Air,
Inc. and (ii) office lease payments paid to SSSW Enterprises or
Fairview Family Limited Partnership by Swisher International. For more
information, see "Arrangements with Officers and Directors" below at
pages 14 through 15.
OPTION GRANTS DURING FISCAL YEAR 1999
The following table shows information about grants of stock options to
the executive officers pursuant to Swisher International's stock option plans
or otherwise during fiscal year 1999.
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OPTION GRANTS DURING FISCAL YEAR 1999
<TABLE>
<CAPTION>
% of Total
Options Granted Exercise or
Name Options to Employees in Base Price Expiration
Granted(shares) Fiscal Year ($/share) Date
- ----------------------------------------- ---------------- ------------------ ---------------- ---------------
<S> <C> <C> <C> <C>
Patrick L. Swisher 250,000 58.8% $1.00 06/10/2009
Mark T. Blake 75,000 17.6% $0.625 03/15/2009
Thomas J. Reiser 25,000 5.9% $1.24 09/17/2009
Thomas W. Busch 15,000 3.5% $0.12 01/01/2009
Thomas W. Busch 30,000 7.1% $4.00 01/01/2009
Thomas W. Busch 30,000 7.1% $4.00 01/01/2009
</TABLE>
AGGREGATE OPTION EXERCISES DURING FISCAL YEAR 1999 AND YEAR-END OPTION VALUES
The following table shows information about the value of exercised and
unexercised stock options on October 31, 1999 for the executive officers listed
below.
<TABLE>
<CAPTION>
Number of Number of Securities Under- Value of Unexercised In-
Shares Acquired Value lying Unexercised Options the-Money Options at
on Exercise Realized at October 31, 1999 October 31, 1999(1)
--------------- ------------- ---------------------------- ---------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Patrick L. Swisher -- -- 70,200 250,000 $15,000 $62,500
W. Tom Reeder III -- -- 50,500 -- -- --
Bruce Mullan -- -- 3,000 -- -- --
Mark T. Blake -- -- 75,000 -- 46,875 --
Thomas J. Reiser -- -- 25,000 -- 250 --
Thomas W. Busch -- -- 75,000 -- 16,950 --
</TABLE>
- ---------------
(1) The dollar values are calculated by determining the difference between
$1.25 per share, the closing bid price of common stock on October 31,
1999, and the exercise price of the stock options. "In-the-Money"
stock options are options for which the exercise price is less than
the market price of the underlying stock on a particular date.
BENEFIT PLANS
Other than a 401(k) retirement plan for the benefit of all employees,
Swisher International has no retirement, pension or profit sharing program for
the benefit of its directors, officers or other employees. However, the Board
of Directors may recommend one or more such programs for adoption in the
future.
Swisher International currently maintains two stock option plans for
the benefit of its officers, key employees and directors.
The Incentive Stock Option Plan was adopted in 1992. The purpose of
the plan is to attract, retain and motivate employees, to increase their
ownership stake in Swisher International, to compensate them for their
contributions to our growth and profits and to encourage them to own Swisher
International common stock. The plan authorizes the issuance of certain awards
to such individuals.
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<PAGE> 14
The Non-Qualified Stock Option Plan was also adopted in 1992. The
purpose of the plan is to advance the interests of Swisher International and
its stockholders by affording certain officers, key employees and non-employee
consultants or advisors, upon whose judgment, initiative and efforts Swisher
International depends for the successful conduct of its business, the
opportunity for investment in Swisher International and to increase their stock
ownership in Swisher International. The plan authorizes the issuance of certain
awards to such individuals.
The Compensation Committee of the Board administers both plans,
selects participants from among eligible persons, and determines the form,
terms and conditions of awards. Subject to certain limitations, the Committee
may from time to time delegate some or all of its authority to an administrator
consisting of one or more members of the Committee or one or more officers of
Swisher International.
The Committee determines vesting, exercisability, payment and other
restrictions that apply to an award. Vesting means the individual has the right
to the award. However, under the Incentive Stock Option Plan, the minimum
vesting period for any stock option is one year. The Committee will also have
authority to determine the effect, if any, that an employee's termination or a
change in control of Swisher International will have on an award.
Section 162(m) of the Internal Revenue Code of 1986, as amended,
limits the deductibility of compensation paid to the chief executive officer
and the other most highly compensated executive officers of a public company,
whose compensation must be disclosed in such company's filings with the
Securities and Exchange Commission, to $1 million unless the payments are made
under qualifying performance-based plans. We designed the Incentive Stock
Option Plan to enable us to make awards to our executive officers that will not
be subject to this limitation on deductibility. There are additional
requirements which incentive stock option plans generally must satisfy in order
to qualify for special tax treatment. We intend to satisfy these additional
requirements as well.
Approval by stockholders of Swisher International is required in order
to increase in the number of shares reserved for issuance under either of the
plans, under the provisions of the Internal Revenue Code of 1986, as amended,
particularly Section 422 concerning the granting of incentive options.
Under both plans, the exercise price of a stock option may be paid in
cash or with previously owned stock or both. The maximum award under the plans
that an executive may be granted for a period of one year or less will be
$100,000.
The plans became effective upon their adoption by the Board and by the
stockholders in 1992. Under the Incentive Stock Option Plan, unless the Board
terminates the plan earlier, no award may be made for a performance period
beginning after April 30, 2001. The Non-Qualified Stock Option Plan may be
terminated at any time by the Board, except that such termination shall not
affect any options then outstanding under the plan.
Awards will be authorized by the Committee in its sole discretion,
therefore it is not possible to determine the benefits or amounts that will be
received by any particular employee or group of employees in the future. For
information about stock option grants in 1999, see "How Do We Compensate Our
Executive Officers?" at page 11.
ARRANGEMENTS WITH OFFICERS AND DIRECTORS
As described below, the Company has entered into a number of
transactions with officers and directors in the past. The Company has adopted a
policy that transactions with directors, officers or entities of which they are
also officers or directors or in which they have a financial interest, will
generally be on terms consistent with industry standards and approved by a
majority of the disinterested directors of the Company's Board of Directors.
This policy, which is set forth in the Company's Articles of Incorporation,
provides that no such transactions by the Company shall be either void or
voidable solely because of such relationship or interest of directors or
officers or solely because such directors are present at the meeting of the
Board of Directors of the Company or a committee thereof which approves such
transaction or solely because their votes are counted for such purpose. In
addition,
-14-
<PAGE> 15
interested directors may be counted in determining the presence of a quorum at
a meeting of the Board of Directors of the Company or a committee thereof which
approves such a transaction.
Swisher International has entered into a number of transactions with
its officers and directors. Swisher International has adopted a policy which
provides that transactions with its directors or officers, or entities which
are owned or controlled by Swisher International's officers or directors or in
which such officers or directors have a financial interest, will generally be
on terms consistent with industry standards, and will be approved by a majority
of the disinterested directors (i.e., those directors having neither a direct
nor an indirect interest in the transaction) of Swisher International. This
policy, which is set forth in the Articles of Incorporation, as amended, of
Swisher International, provides that no transaction shall be either void or
voidable solely because of the relationship or interest of directors or
officers, or solely because such directors are present at a meeting where the
transaction is approved, or solely because such directors' votes are counted
for such purpose. In addition, interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
a committee where such transaction is approved.
Swisher International leases from Economy Air, Inc., a North Carolina
corporation owned by Mr. Swisher, a twin engine airplane to provide corporate
travel for Swisher International personnel. The lease was entered into in
November 1993 and terminates on December 31, 2000 unless otherwise renewed.
Swisher International must make monthly lease payments to Economy Air, together
with charges for maintenance and fuel for aircraft use. The amount of the lease
payment typically coincides with the total of the monthly loan payment,
insurance, taxes and hanger rent paid by Mr. Swisher. Lease payments and
maintenance charges to Economy Air aggregated $73,000 and $57,000 during the
fiscal years ended October 31, 1999 and 1998, respectively.
In 1993, Swisher International and B. S. Associates, a partnership in
which Mr. Swisher is a partner, entered into a lease agreement for the
headquarters of Swisher International, which were owned by the partnership. The
lease term was initially seven years, to expire in March 2000. In 1995, B.S.
Associates sold the headquarters and assigned the lease to SSSW Enterprises, a
general partnership in which Mr. Swisher is a one-third partner. In 1997, SSSW
Enterprises assigned the lease to Fairview Family Limited Partnership, of which
Mr. Swisher is a 100% beneficial owner. In May 1998, the headquarters were sold
to Old Dowd Properties, Inc., an unrelated party. As part of the lease
agreement between Old Dowd Properties and Swisher International, dated
September 29, 1998, Mr. Swisher provided a personal guarantee for the term of
January 1, 1999 through December 31, 1999. For this personal guarantee, Swisher
International granted Mr. Swisher 25,000 stock options, at the current market
price as of September 29, 1998. During the fiscal year ended October 31, 1998,
and prior to the sale to Old Dowd Properties, Swisher International made lease
payments of $104,000 to businesses in which Mr. Swisher had a beneficial
interest.
During 1999 and 1998, the Company made advances to Mr. Swisher on an
unsecured, interest-free basis, payable on demand. The outstanding balance of
these advances is typically less than $25,000.
On July 30, 1997, the Charlotte Hygiene operation, owned by Swisher
International, was sold to Charlotte Hygiene Associates, Inc. for $415,000. Mr.
Reeder, an Executive Vice President of Swisher International, is the majority
shareholder of Charlotte Hygiene Associates.
Certain officers and directors exercised stock options for 100,000
shares of common stock on March 19, 1998. The exercising of these options
created a note receivable to the company in the amount of $511,250 and is
included in the long-term note receivable related parties' balance. The
following table summarizes the options exercised and related amount of the
non-discounted notes receivable:
<TABLE>
<CAPTION>
OFFICER/DIRECTORS OPTIONS EXERCISED STRIKE PRICE NOTES RECEIVABLE
<S> <C> <C> <C>
Patrick L. Swisher 57,600 $5.50 per share $316,800
W. Tom Reeder, III 19,000 $5.00 per share 95,000
George K. Moore 23,400 $4.25 per share 99,450
</TABLE>
-15-
<PAGE> 16
The notes receivable include provisions to extend the due date with no
interest accrued for any period where the Company does not have its securities
actively traded on the NASDAQ system, or if the closing bid price of the
Company's stock is less than 85% of the closing bid price of the Company's
securities on March 19, 1998, which was $7.625.
In September 1998, Mr. Swisher made an advance of $300,000 to the
Company, in the form of a short-term note payable bearing an annual interest
rate of 10.0%. As of October 31, 1999, the balance remaining outstanding on the
short-term note payable was $71,000. Certain income tax refunds due to the
Company collateralized the note payable.
In September 1998, Mr. Reeder advanced the Company $40,000, in the
form of a short-term note payable, on an interest free basis. The amounts were
subsequently repaid in full with no amount outstanding as of October 31, 1999.
In fiscal year 1999, Mr. Swisher, as manager of Lone Star Hygiene,
LLC, advanced the Company $275,000, in the form of a short-term note payable,
bearing an annual interest rate of 10.0%. Certain income tax refunds due to the
Company collateralized the note payable.
A note receivable to the Company for the purchase of the Houston
Hygiene franchise was restructured in 1998 from a seven year note with a
balloon payment to a note receivable amortized on a straight-line basis over
ten years. The interest rate was reduced from 12.0% to 11.0% to more closely
reflect current market rates. Mr. Swisher is a majority owner of the company
that owns the Houston Hygiene franchise.
In fiscal year 1999, the Company received a pre-payment of
approximately $165,000 towards the outstanding note receivable related to the
purchase of the Houston Hygiene franchise.
A note receivable to the Company from Mr. Reeder for the purchase of
the Charlotte Hygiene franchise was restructured in 1998 from a seven year note
with a balloon payment to a note amortized on a straight-line basis over ten
years. The interest rate remained at 11.0%. Additionally, the Charlotte Hygiene
franchise assumed a $67,817 note receivable to the Company, as part of the
purchase of an existing franchise operation. The terms of the note remained the
same with 95 monthly installments and having an interest rate of 9.0%. The
Company received no income on this transaction. Mr. Reeder is a majority owner
of the company that owns the Charlotte Hygiene franchise.
During fiscal 1999, the Company paid a CPA Consultant the sum of
$98,000 pursuant to a Consulting Agreement. Under the terms of the Consulting
Agreement, the Company also provided office space with a rental value of $6,300
to the Consultant. The Consultant previously served as a Member of the Board of
Directors and resigned effective December 16, 1998.
-16-
<PAGE> 17
PROPOSAL 1: ELECT TWO DIRECTORS
The Board has nominated two directors for election at the Annual
Meeting to serve until the 2003 Annual Meeting of Stockholders, until their
successors are elected and qualified. Mr. Summey and Ms. Corley are currently
directors of Swisher International.
If any of the nominees should become unavailable, your shares will be
voted for a Board-approved substitute, or the Board may reduce the number of
directors to be elected. If any director resigns, dies or is otherwise unable
to serve out his term, or the Board increases the number of directors, the
Board may fill the vacancy until the next annual meeting.
NOMINEES
JOHN O. SUMMEY JR. Mr. Summey has served as a director of Swisher
Age 63 International since July 1998. In July 1998, Mr.
Summey retired from his position as Chief Financial
Officer with American Community Bank, where he had
worked since January. For the 1997 year, Mr. Summey
worked independently as a certified public
accountant. Prior to that, from 1995 to 1997, Mr.
Summey served as Chief Financial Officer and a
director of ProtoCorp. From 1984 to 1995, Mr. Summey
served as Chief Financial Officer and a director of
American Commercial Bank.
ANNE P. CORLEY Ms. Corley has served as a director of the Company
Age 72 since December 1998. Ms. Corley is the owner of
Stonebridge Interiors and Antiques, an enterprise
for international commercial and residential
interior design concepts.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR"
THE ELECTION OF THE TWO NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFY SELECTION OF INDEPENDENT AUDITORS FOR 1999
We are asking you to ratify the Board's selection of Scharf Pera &
Co., certified public accountants, as independent auditors for 2000. The Audit
Committee recommended the selection of Scharf Pera & Co. to the Board. Scharf
Pera & Co. has served as the independent auditors of Swisher International
since 1997.
A representative of Scharf Pera and Co. will attend the Annual Meeting
to answer your questions.
We are submitting this proposal to you because the Board believes that
such action follows general corporate practice. If you do not ratify the
selection of independent auditors, the Board will consider it a direction from
you to consider selecting other auditors for next year. However, even if you
ratify the selection, the Board may still appoint new independent auditors at
any time during the year if it believes that such a change would be in the best
interests of Swisher International and our stockholders.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR"
RATIFICATION OF THE SELECTION OF SCHARF PERA & CO.
AS INDEPENDENT AUDITORS FOR 2000.
-17-
<PAGE> 18
PROPOSAL 3: INCREASE THE EMPLOYEE STOCK OPTION PLAN
(NON-QUALIFIED) BY 100,000 SHARES
We are asking you to ratify the Board's recommendation to increase the
number of shares in the Employee Stock Option Plan (Non-Qualified) by an
additional 100,000 shares. See Addendum "A."
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION FOR THE
INCREASE IN THE NUMBER OF SHARES IN THE EMPLOYEE STOCK OPTION
PLAN (NON-QUALIFIED) BY THE ADDITION OF 100,000 SHARES.
A COPY OF SWISHER INTERNATIONAL'S ANNUAL REPORT ON FORM 10-KSB FOR THE
YEAR ENDED OCTOBER 31, 1999, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITH FINANCIAL STATEMENTS AND THE SCHEDULES THERETO BUT WITHOUT ANY
OTHER EXHIBITS, WILL BE MAILED TO THE STOCKHOLDERS OF SWISHER INTERNATIONAL
UPON REQUEST AND WITHOUT CHARGE.
For Further information on obtaining the 1999 Annual Report, see "How
Can I Obtain An Annual Report on Form 10-KSB", above at page 7.
OTHER MATTERS
Management does not know of any matters to be presented for action at
the meeting other than the election of directors and the ratification of the
independent auditors, as further described in the Notice of Annual Meeting of
Stockholders. However, if any other matters come before the Annual Meeting, it
is intended that the holders of the proxies will vote thereon in their
discretion.
INFORMATION ABOUT STOCKHOLDER PROPOSALS
Any stockholder who desires to present a proposal qualified for
inclusion in our proxy materials relating to our 2001 Annual Meeting must
forward the proposal to the Secretary at the address set forth below in time to
arrive at our offices no later than November 2, 2000. This November 2, 2000
deadline will change in accordance with the rules and regulations promulgated
by the Securities and Exchange Commission if the date of the 2001 Annual
Meeting is 30 calendar days earlier or later than April 18, 2001. The notice
provided by the stockholders must contain:
- a complete and accurate description of the proposal;
- a statement that the stockholder (or the stockholder's legal
representative) intends to attend the meeting and present the
proposal and that the stockholder intends to hold the record
of securities entitled to vote at the meeting through the
meeting date;
- the stockholder's name and address and the number of shares
of our voting securities that the stockholder holds of record
and beneficially as of the notice date; and
- a complete and accurate description of any material interest
of such stockholder in such proposal.
All stockholder proposals are subject to the requirements of the proxy
rules adopted under the Securities Exchange Act of 1934, as amended (regardless
of whether included in the proxy materials), and applicable Nevada law.
-18-
<PAGE> 19
Under the proxy rules, in the event Swisher International receives
notice of a stockholder proposal to take action at the next annual meeting that
is not submitted for inclusion in the proxy materials, or is submitted for
inclusion but is properly excluded from such proxy materials, the persons named
in the form of proxy sent by Swisher International to its stockholders will
have the discretion to vote on such proposal in accordance with their best
judgment if notice of the proposal is not received at our offices by January
15, 2001.
Our Bylaws do not provide separate or additional procedures for
stockholders to nominate directors or to bring business before the
stockholders.
If you wish to submit a stockholder proposal for the 2001 Annual
Meeting of Stockholders or if you would like a copy of our Bylaws (without
charge), please write to the Secretary of Swisher International at 6849
Fairview Road, Charlotte, North Carolina 28210.
By order of the Board of Directors,
/s/ Patrick L. Swisher
-------------------------------------
Patrick L. Swisher
President and Chief Executive Officer
March 1, 2000
-19-
<PAGE> 20
ADDENDUM "A"
The Company adopted a Non-Qualified Stock Option Plan in August 1992 (the
"Non-Qualified Plan"). The Non-Qualified Plan is administered by the Board of
Directors and covers a total of 58,334 shares. In fiscal 1994, the
Non-Qualified Plan was amended by a shareholder vote to authorize 150,000
shares of common stock for issuance under the Non-qualified Plan. In fiscal
1997, the Plan was amended by the Board of Directors to authorize 400,000
shares of common stock under the incentive plan. In October 1999, the Plan was
amended by the Board of Directors to increase the number of options by 400,000.
The Non-Qualified Plan provides that options may be granted at exercise price
not less than 85 percent of the fair market value of the Common Shares of the
Company on the date of grant. The committee is empowered to grant bonuses at
the time of issuance of non-qualified stock options in an amount sufficient to
cover the tax liability incurred by the recipient at the date of grant. Options
to purchase 549,000 shares of the Company's $.01 par value common stock are
outstanding pursuant to the Non-Qualified Plan at October 31, 1999. The
exercise price of the options approximated the fair market value of the
Company's common stock at the date of grant.
<PAGE> 21
SWISHER INTERNATIONAL, INC.
PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 26, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Swisher International, Inc. (the
"Company") hereby constitutes and appoints Patrick L. Swisher and Thomas J.
Reiser, or either of them, as attorney and proxy, with the power to appoint a
substitute, and hereby authorizes them to represent and vote, as designated
below, all of the shares of common stock of the Company which the undersigned
is entitled to vote at the Annual Meeting of Stockholders of the Company to be
held Wednesday, April 26, 2000, or at any and all adjournments or postponements
thereof, with respect to the matters set forth below and described in the
Notice of Annual Meeting of Stockholders and the Proxy Statement dated March 1,
2000.
Proposal 1: To consider and act upon a proposal to elect John O. Summey,
Jr., and Ms. Anne P. Corley, as directors to hold office for
three-year terms or until their successors are elected and
qualified.
[ ] FOR ELECTION OF ALL NOMINEES (except as shown below)
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE THROUGH THE NOMINEE'S NAME BELOW:
John O. Summey, Jr.
Anne P. Corley
Proposal 2: To appoint Scharf Pera & Co. as independent auditors for 2000.
[ ] FOR APPOINTMENT [ ] AGAINST APPOINTMENT [ ] ABSTAIN
Proposal 3: To increase the number of shares in the Employee Stock Option
Plan (Non-Qualified) by an additional 100,000 shares. See
Addendum "A."
[ ] FOR INCREASE [ ] AGAINST INCREASE [ ] ABSTAIN
Proposal 4. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
meeting or any and all adjournments thereof.
[ ] AUTHORIZED TO VOTE [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). IF NO INDICATION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED, FOR THE INDEPENDENT
AUDITORS, FOR THE INCREASE IN THE NUMBER OF SHARES IN THE EMPLOYEE STOCK OPTION
PLAN BY 100,000 SHARES, AND THE PROXY HOLDERS WILL VOTE ON ANY MATTER UNDER
PROPOSAL NO. 4 IN THEIR DISCRETION AND IN THEIR BEST JUDGMENT.
Please mark, date and sign exactly as your name appears on your stock
certificate. When shares are held by joint tenants, both should sign. When
signing as corporate officer, partner, attorney, executor, administrator,
trustee or guardian, please specify your full title as such.
Dated:
-------------------- ----------------------------------
Signature
Dated:
-------------------- ----------------------------------
Signature if held jointly
