SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant X
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Check the appropriate box:
- - ----- Preliminary Proxy Statement
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14a-6(e)(2)0
X
- - ----- Definitive Proxy Statement
- - ----- Definitive Additional Materials
- - ----- Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
METROLOGIC INSTRUMENTS, INC.
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(Name of Registrant as Specified in its Charter)
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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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<PAGE>
METROLOGIC INSTRUMENTS, INC.
90 COLES ROAD
BLACKWOOD, NEW JERSEY 08012
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, JUNE 26, 1997
The 1997 Annual Meeting of Shareholders (the "Annual Meeting") of
Metrologic Instruments, Inc., a New Jersey corporation (the "Company"), will be
held on Thursday, June 26, 1997, at 3:30 p.m., Eastern Daylight Time, at the
Company's corporate offices, located at 90 Coles Road, Blackwood, New Jersey
08012, for the following purposes:
1. To elect two Class II directors to hold office until the
Annual Meeting of Shareholders in 2000;
2. To gain shareholder approval to increase by 1,000,000 the
number of shares available under the 1994 Incentive Plan from 600,000 to a
total of 1,600,000 shares;
3. To ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ending December 31, 1997;
and
4. To transact such other business as may properly come before
the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 28,
1997 as the record date for the Annual Meeting. Only shareholders of record at
that time are entitled to notice of and to vote at the Annual Meeting and at
any and all adjournments or postponements thereof.
Whether or not you expect to attend the Annual Meeting, please
complete, sign, date and promptly return the enclosed proxy in the envelope
enclosed for your convenience.
By Order of the Board of Directors,
Janet H. Knowles
Secretary
May 27, 1997
<PAGE>
PROXY STATEMENT
METROLOGIC INSTRUMENTS, INC. May 27, 1997
90 Coles Road
Blackwood, New Jersey 08012
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Metrologic Instruments, Inc. (the "Company") of
proxies for the 1997 Annual Meeting of Shareholders (the "Annual Meeting") to
be held on June 26, 1997, and any adjournments or postponements thereof. Copies
of this Proxy Statement and the accompanying proxy are first being sent to
shareholders on or about May 27, 1997.
The entire cost of this proxy solicitation will be borne by the
Company. Solicitation may be by mail, telegram or in person. Some of the
officers and other employees of the Company may solicit proxies personally and
by telephone. Management may also request banks, brokerage firms, custodians,
nominees and fiduciaries to obtain authorization for the execution of proxies
and will reimburse them for expenses incurred by them in connection therewith.
The holders of record of Common Stock of the Company, par value $.01
per share (the "Common Stock"), at the close of business on April 28, 1997 (the
"Record Date") will be entitled to vote on all matters to be voted upon at the
Annual Meeting and any adjournments or postponements thereof.
The Company had approximately 5,310,082 shares of Common Stock issued
and outstanding on the Record Date. Each share of Common Stock is entitled to
one vote per share. The presence at the Annual Meeting in person or by proxy of
shareholders entitled to cast at least a majority of the votes at the Annual
Meeting will constitute a quorum at the Annual Meeting. Broker non-votes and
abstentions will be counted in determining the presence of a quorum, but will
not be voted.
Subject to the conditions set forth in the Notice of Annual Meeting
accompanying this Proxy Statement, the shares represented by each executed
proxy will be voted in accordance with the instructions given. If no
instruction is made on an executed proxy, the proxy will be voted FOR the
election of the nominees named thereon to the Board of Directors, FOR the
increase by 1,000,000 in the number of shares available under the 1994
Incentive Plan (the "Incentive Plan") from 600,000 to a total of 1,600,000
shares and FOR the ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the 1997 fiscal year. The Board of Directors
knows of no other matters that are likely to be brought before the Annual
Meeting. If any other matters properly come before the Annual Meeting, however,
the persons named in the enclosed proxy, or their duly constituted substitutes
acting at the Annual Meeting, will be authorized to vote or otherwise act
thereon in accordance with their judgment on such matters. Any shareholder
giving a proxy has the power to revoke the proxy by filing a written notice of
revocation with the Secretary of the Annual Meeting prior to the voting of the
proxy or by voting the shares subject to the proxy by written ballot. With
regard to the election of directors, votes may be cast in favor or withheld;
votes that are withheld will be excluded entirely from the vote and will have
no effect. With regard to the increase in the number of shares available under
the Incentive Plan and the ratification of the appointment of the Company's
independent auditors for the 1997 fiscal year, shareholders may cast their
votes in favor or against, or may abstain. Abstentions will have the effect of
a negative vote, while broker non-votes will have no effect on the outcome of
the vote. Shareholders entitled to vote may do so in person or by proxy. The
Company may require that any votes cast in person be cast by written ballot.
ELECTION OF DIRECTORS
The Company's Board of Directors is divided into three classes.
Directors in each class are elected to serve for a term of three years. The
terms are staggered so that only approximately one-third of the Board of
Directors will stand for election each year. At the Annual Meeting, two people
will be elected to the Board of Directors to serve until the 2000 Annual
Meeting of Shareholders or their successors are elected and qualified. The two
nominees who receive the most votes at the Annual Meeting will be elected to
the Board of Directors for their designated class.
<PAGE>
The persons named in the enclosed proxy will vote for the election of
the nominees named below unless authority to vote is withheld. In the event
that the nominees are unable to serve, the persons named in the proxy will vote
for such substitute nominee, as they, in their discretion, shall determine. The
Board of Directors has no reason to believe that the nominees named herein will
be unable to serve.
Nominees for Term Expiring in 2000
C. Harry Knowles Mr. Knowles, 68, is the founder of the Company and
has been Chairman of the Board of Directors since
the Company's inception. Mr. Knowles served as
President of the Company from its inception through
1982 and has served as its President and Chief
Executive Officer since 1985. In addition, Mr.
Knowles served as Chief Technical Officer with
responsibility for all of the Company's research and
development activities from 1982 to 1985. Since
1988, Mr. Knowles has served as a Managing Director
of Metrologic Instruments GmbH, a wholly owned
subsidiary of the Company. Prior to founding the
Company, Mr. Knowles was the general manager of
Westinghouse Electric Corporation's integrated
circuits division in Elkridge, Maryland. Mr.
Knowles is married to Janet H. Knowles, the Vice
President, Administration, Secretary, Treasurer and
a director of the Company.
Stanton L. Meltzer Mr. Meltzer, 58, has been a director of the Company
since 1987. Mr. Meltzer is a certified public
accountant and since 1964 has been a principal in
the firm of Gold, Meltzer, Plasky & Wise, a
professional corporation of certified public
accountants, located in Moorestown, New Jersey.
The Board of Directors recommends a vote "FOR" the election of Messrs.
Knowles and Meltzer.
Board of Directors
The following persons represent the remaining members of the Board of
Directors with terms expiring after 1997:
Lester Hill Mr. Hill, 53, has been a director of the Company
since 1994. Mr. Hill is President and Chief
Executive Officer of Pacific Scientific Company,
which produces a wide range of electrical equipment
and safety systems including motion controls and
motors for factory automation, fire suppression
systems, and particle measuring instruments. From
1995 to 1997, Mr. Hill served as President of Hill
Associates, a consulting firm focused on high growth
technology companies. From 1992 to 1995, Mr.
Hill was a key executive with General Instruments,
which produces electronic equipment for the cable
and satellite transmission of video, audio and data.
At General Instruments, Mr. Hill held the positions
of Executive Vice President and Chief Operating
Officer of the Video Cipher Division and Executive
Vice President of Engineering and Development for
the Communications Division. From 1989 to 1992, Mr.
Hill served as President of the Portable Systems
Division of Symbol Technologies, Inc., a competitor
of the Company, which develops and produces
hand-held computers and laser bar code scanners.
Mr. Hill's current term as a director expires in
1998.
Janet H. Knowles Mrs. Knowles, 55, was a director of the Company from
1972 to 1984 and has served as a director since 1986.
Mrs. Knowles served as Vice President,
Administration from 1976 to 1983 and has served in
that capacity since 1984, as Secretary since 1984
and as Treasurer since 1994. Mrs. Knowles is
responsible for the Company's administrative matters.
Mrs. Knowles is married to C. Harry Knowles, the
President, Chief Executive Officer and Chairman of
the Board of Directors of the Company. Mrs. Knowles'
current term as a director expires in 1999.
<PAGE>
Meetings and Committees of the Board of Directors
The Board of Directors has an Audit Committee, a Compensation
Committee and an Incentive Committee. These committees were formed in September
1994 in connection with the Company's initial public offering. The Company does
not have a Nominating Committee. The Audit Committee, Compensation Committee,
and Incentive Committee each met once during 1996. Each member of the Audit,
Compensation, and Incentive Committees attended the 1996 meetings of such
committees.
The Audit Committee is comprised of Messrs. Hill and Meltzer. The
Audit Committee communicates with and receives information directly from the
Company's independent auditors and reviews the Company's financial controls,
policies and procedures.
The Compensation Committee is comprised of Messrs. Hill and Meltzer.
The Compensation Committee periodically reviews and evaluates the compensation
of the Company's officers and establishes guidelines for compensation for the
Company's personnel.
The Incentive Committee is comprised of Mr. and Mrs. Knowles. The
Incentive Committee administers the Company's Incentive Plan and the Employee
Stock Purchase Plan.
The Board of Directors held four meetings in 1996. Each director
attended all of the meetings of the Board of Directors.
Compensation Committee Interlocks and Insider Participation
Stanton L. Meltzer, a member of the Compensation Committee, is a
principal of an accounting firm which, in fiscal 1996, received approximately
$62,000 for tax consulting services performed for the Company.
Compensation of Directors
Directors who are not employees of the Company receive an annual
retainer of $10,000 plus expenses, and fees of $1,000 for each Board of
Directors' meeting attended and $500 for each committee meeting attended. In
addition, directors are eligible to receive options to purchase the Company's
Common Stock, at the discretion of the Incentive Committee, under the Company's
Incentive Plan.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of April 28, 1997 by: (i)
each person known by the Company to be a beneficial owner of more than five
percent of the outstanding Common Stock; (ii) each of the Company's directors;
(iii) each nominee for election as a director; (iv) each executive officer of
the Company named in the Summary Compensation Table below; and (v) all
executive officers and directors of the Company as a group.
Shares Beneficially Percent
Name of Beneficial Owner Owned (1) of Class (1)
- - ------------------------ ------------------------- --------
C. Harry Knowles 3,283,000 61.83%
Janet H. Knowles 3,283,000(2) 61.83%
Stanton L. Meltzer 211,165(3) 3.98%
Lester Hill 6,000(4) *
Dale M. Fischer 19,762(5)(6) *
Thomas E. Mills IV 17,213(5)(7) *
Benny A. Noens 2,892 *
William G. Smeader 17,642(5) *
Kevin P. Woznicki 4,000(4) *
Wellington Management Co. 447,600(8) 8.43%
All executive officers and directors
as a group (11 persons) 3,570,634(9) 66.49%
- - ------------------
* Less than 1%.
(1) Based on 5,310,082 shares outstanding as of April 28, 1997. Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission (the "Commission") and generally includes
voting or investment power with respect to securities.
(2) Janet H. Knowles, Vice President, Administration, Secretary and
Treasurer is the wife of C. Harry Knowles and, therefore, may be
deemed to have shared voting and investment power with respect to the
3,283,000 shares owned by Mr. Knowles.
(3) Includes 5,833 shares held by Mr. Meltzer's daughter and 181,999
shares held in a trust for the benefit of the children of C. Harry
Knowles and Janet H. Knowles pursuant to which Mr. Meltzer has shared
voting and investment power as trustee.
(4) Consists of currently exercisable options.
(5) Includes currently exercisable options to purchase 14,000 shares of
Common Stock.
(6) Includes 1,000 shares held in a trust of which Mr. Fischer is a
trustee and a beneficiary.
(7) Includes an aggregate of 300 shares held by Mr. Mills' children.
(8) According to the Schedule 13G filed with the Commission by Wellington
Management Co. for the year ended December 31, 1996, the business
address of Wellington Management Co. is 75 State Street, Boston,
Massachusetts 02109. Additionally, Wellington Management Co. reported
shared voting power with respect to 274,600 shares of Common Stock,
and shared dispositive power with respect to 447,600 shares of Common
Stock.
(9) Includes currently exercisable options to purchase an aggregate of
59,800 shares of Common Stock.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following table summarizes the compensation earned for services
rendered during each of the last three fiscal years with respect to the
Company's Chief Executive Officer and the Company's five other most highly
compensated executive officers.
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term
------------------------------- Compensation
Awards
------------------
Securities
Other Restricted Under- All
Principal Annual Stock lying Other
Underlying Fiscal Compen- Awards Options Compen-
Position Year Salary($) Bonus($) sation($) ($)(1) (#) sation($)
C. Harry Knowles 1996 $200,000 $200,000 - - - $ 4,213(2)
President and Chief 1995 200,000 200,000 - - - 4,683(2)
Executive Officer 1994 200,000 206,000 - - - 31,893(3)
Dale M. Fischer 1996 140,000 143,367 - - 10,000 5,682(2)
Vice President, 1995 140,000 109,167 - - - 4,683(2)
International Sales 1994 140,095 219,694 - 22,000 20,000 9,112(2)
Thomas E. Mills IV 1996 140,000 100,000 - - 10,000 5,682(2)
Vice President, 1995 131,923(4) 25,000 - - - 4,491(2)
Finance and Chief 1994 68,601(4) - - 22,000 20,000 4,145(2)
Financial Officer
Benny A. Noens 1996 150,000 110,671 $ 7,049(6) - 10,000 5,682(2)
Vice President, 1995 149,440(5) 60,442 71,782(6) - - 4,384(2)
European Sales 1994 143,210 182,399 45,179(6) 22,000 20,000 28,188(7)
and Managing
Director, Metrologic
Instruments, GmbH
William G. Smeader 1996 140,000 60,000 - - 10,000 5,682(2)
Vice President, 1995 131,923(8) 25,000 - - - 4,491(2)
Manufacturing 1994 115,051 - - 22,000 20,000 7,204(2)
Kevin P. Woznicki 1996 136,539(9) 60,000 - - 20,000 5,553(2)
Vice President, 1995 55,000(9) 16,250 - - - -
North American 1994 - - - - - -
Sales
(1) Restricted stock awards were issued under the Company's Incentive
Plan. On October 11, 1994, awards of 2,000 shares of restricted stock
were granted to each of Messrs. Fischer, Mills, Noens and Smeader. The
awards are subject to continued employment and vest as follows: 20% on
February 13, 1995 and 20% each on September 29, 1995, 1996, 1997 and
1998. The amounts reported in this column represent the market value
of the shares at the date of grant. As of December 31, 1996, the
market value of the unvested shares was $13,000 for each of Messrs.
Fischer, Mills, Noens and Smeader. The market value of the shares
which vested (400 shares each) on February 13, 1995 was $7,500 for
each of Messrs. Fischer, Mills, Noens and Smeader. The market value of
the shares which vested (400 shares each) on September 29, 1995 was
$3,975 for each of Messrs. Fischer, Mills, Noens and Smeader. The
market value of the shares which vested (400 shares each) on September
29, 1996 was $5,350 for each of Messers. Fischer, Mills, Noens, and
Smeader. Dividends are not paid on restricted stock awards until the
awards have vested and stock certificates have been issued.
(2) Represents the Company's contributions to the Company's profit sharing
plan, including employer 401(k) matching contributions, on behalf of
each executive officer.
(3) Includes the Company's contributions of $9,112 to the Company's profit
sharing plan on behalf of Mr. Knowles and $22,781 for insurance
premiums paid on behalf of Mr. Knowles.
<PAGE>
(4) Mr. Mills became the Company's Chief Financial Officer on May 1, 1994.
From May 1 to October 31, 1994, Mr. Mills' annual base salary was
$100,000. On November 1, 1994, Mr. Mills' annual base salary was
increased to $120,000. On June 1, 1995, Mr. Mills became the
Company's Vice President, Finance and Mr. Mills' annual base salary
was increased to $140,000.
(5) On January 1, 1995, Mr. Noens' annual base salary was increased to
$150,000.
(6) Mr. Noens' other annual compensation includes taxes paid in Germany on
Mr. Noens' behalf under an expatriate tax equalization agreement with
the Company. A portion of such income tax payments is related to
income earned in 1994. Also includes certain foreign housing costs and
foreign vehicle lease costs incurred by the Company on behalf of Mr.
Noens.
(7) Includes the Company's contribution of $8,188 to the Company's profit
sharing plan, including employer 401(k) matching contributions, on
behalf of Mr. Noens and payment of $20,000 for moving expenses
incurred by Mr. Noens.
(8) On May 1, 1994, Mr. Smeader's annual base salary was increased to
$120,000. On June 1, 1995, Mr. Smeader's annual base salary was
increased to $140,000.
(9) Mr. Woznicki became the Company's Director of Marketing on August 1,
1995. On August 1, 1996 Mr. Woznicki became the Company's Vice
President of Marketing. On December 1, 1996 Mr. Woznicki became the
Company's Vice President, North American Sales. From August 1, 1995
to April 30, 1996, Mr. Woznicki's annual salary was $130,000. On
May 1, 1996 Mr. Woznicki's base salary was increased to $140,000.
<PAGE>
Stock Grants
The following table sets forth information concerning options to
purchase shares of Common Stock granted pursuant to the Incentive Plan during
the year ended December 31, 1996 to each of the executive officers of the
Company named in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
-------------------------------------------
Potential
Realized Value
Number of at Assumed
Securities % of Total Annual Rates
Underlying Options Granted Expir- of Stock Price
Options to Employees Exercise ation Appreciation
Name Granted(#) During 1996 Price($/sh) Date For Option Term
- - ---- ---------- ----------- ----------- ------- ----------
5% 10%
C. Harry Knowles - - - - - -
Dale M. Fischer 10,000 4.0% $11.38 (1) $ 54,334 $130,140
Thomas E. Mills IV 10,000 4.0% 11.38 (1) 54,334 130,140
Benny A Noens 10,000 4.0% 11.38 (1) 54,334 130,140
William G. Smeader 10,000 4.0% 11.38 (1) 54,334 130,140
Kevin P. Woznicki 20,000 8.0% 11.38 (1) 108,669 260,281
(1) Options are exercisable as follows: 20% on June 7, 1996 and 20% on
each of June 7, 1997, 1998, 1999 and 2000. Options expire four years
after the date they first become fully exercisable.
Fiscal Year - End Option Information
The following table sets forth information concerning unexercised
options to purchase shares of Common Stock held by the executive officers of
the Company named in the Summary Compensation Table as of December 31, 1996.
No options to purchase shares of Common Stock were exercised by any of
these individuals during the 1996 fiscal year.
VALUE OF OPTIONS HELD AT DECEMBER 31, 1996
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at 12/31/96(#) Options at 12/31/96($)
Name Exercisable Unexercisable Exercisable Unexercisable
C. Harry Knowles -- -- -- --
Dale M. Fischer 14,000 16,000 $72,740 $80,960
Thomas E. Mills IV 14,000 16,000 72,740 80,960
Benny A. Noens 14,000 16,000 72,740 80,960
William G. Smeader 14,000 16,000 72,740 80,960
Kevin P. Woznicki 4,000 16,000 19,480 77,920
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE REGARDING EXECUTIVE COMPENSATION
Compensation Policies
The Company operates in a competitive and high technology business
environment. The goals of the Company's executive compensation program are to
motivate executives to achieve the Company's business and technical objectives
in this environment and reward them for their achievement, foster teamwork and
attract and retain executive officers who contribute to the overall success of
the Company. During fiscal 1996, the Compensation Committee of the Board of
Directors utilized salary and bonuses to meet these goals.
In determining compensation levels, the Compensation Committee of the
Board takes into account a number of factors. These include providing
compensation comparable to that offered by other leading high technology
companies. The Compensation Committee is of the view that a portion of the
compensation of the Chief Executive Officer and the other executive officers
should be in the form of a bonus.
In September 1994, the shareholders of the Company approved the
Incentive Plan, which provides for the award to officers and employees of the
Company and its subsidiaries of qualified and non-qualified stock options,
restricted stock, performance shares and performance units and the award of
non-qualified stock options to directors and consultants of the Company and its
subsidiaries. The Incentive Committee of the Board has the authority to grant
awards under the Incentive Plan.
Compensation Components
The salary portion of executive compensation was determined by
reviewing compensation levels at companies in the same industry as the Company
and of comparable size.
A portion of the annual compensation of each executive officer was in
the form of an incentive bonus. In fiscal 1996, the bonus for executive
officers responsible for sales activities was based on the amount by which 1996
sales for such executive officer's area of responsibility exceeded pre-agreed
sales targets for such area, and for the other executive officers the bonus for
each such officer was based on the Compensation Committee's judgment as to such
executive officer's individual performance and contribution to the Company's
profitability in 1996.
The Compensation Committee believes that compensation in the form of
stock options and restricted stock awards closely aligns the executive
officers' interests with those of shareholders and provides a major incentive
to executive officers in building shareholder value. In the future, the
Incentive Committee may review the prior level of grants and awards to the
executive officers and to other members of senior management, including the
number of shares which continue to be subject to vesting under outstanding
options in setting the level of options to be granted to the executive
officers. Stock options are granted at the market price on the date of grant
and will provide value to the executive officers only when the price of the
Company's Common Stock increases over the exercise price.
<PAGE>
Chief Executive Officer Compensation
The Compensation Committee determined that for fiscal year 1996 a
substantial portion of the Chief Executive Officer's compensation should be in
the form of a bonus. As a result, the Compensation Committee set the base
salary of the Chief Executive Officer at $200,000. The Compensation Committee
established the Chief Executive Officer's bonus considering the Company's
significant achievements in fiscal 1996. These achievements included overall
sales growth of 13% and net income growth of 17% as well as the implementation
of a revitalization plan and restructured sales plan for North America. The
Chief Executive Officer supervised several technological accomplishments in
1996, including the final acquisition of Holoscan, Inc., the development of key
technology to provide volume manufacturing capability of holographic laser
disks, the expansion of the Company's facilities, including the addition of
capital equipment in holography, optics and machining operations, and the
initiation of a graduate engineering and training program to expand and develop
the Company's engineering technology leadership. The Company achieved success
with respect to its product lines as follows: HoloTrak(TM) received the 1996
award for the "Best New Product" at the ID Expo in Chicago in May 1996, and the
MS6720, a unique hand-held omnidirectional laser scanner, was developed and
introduced to the market. Moreover, the ongoing negotiations with Symbol
Technologies, Inc. ("Symbol") were concluded with the signing of an extensive
cross-license and sales agreement establishing a landmark relationship between
the Company and Symbol.
Signed and respectfully submitted this 28th day of
April, 1997.
Lester Hill
Stanton L. Meltzer
STOCK PERFORMANCE GRAPH
[graphic omitted - the following table represents the graphic data]
The following graph compares the cumulative total shareholder return
from September 29, 1994 (the date of the Company's initial public offering)
through December 31, 1996, for the Company's Common Stock, a peer group
consisting of certain manufacturers of bar code equipment or
auto-identification equipment and the S&P 500 Index, each of which assumes a
$100 investment on September 29, 1994 and re-investment of dividends. The
companies comprising the peer group are Caere Corp., LXE Inc., Percon, Inc.,
PSC, Inc., Scansource, Inc., Symbol Technologies, Inc., Telxon Corporation and
Zebra Technologies Corporation.
Company September 29, Fiscal Year Ending
December 31,
1994 1994 1995 1996
Metrologic Instruments, Inc. 100.00 141.86 93.02 151.16
Peer Group 100.00 108.72 140.58 126.41
Broad Market 100.00 99.98 137.56 169.15
<PAGE>
CERTAIN TRANSACTIONS
Since 1990, the Company's executive offices and manufacturing
facilities have been located in Blackwood, New Jersey in a building leased by
the Company from C. Harry Knowles, Chairman of the Board, President and Chief
Executive Officer of the Company, and Janet H. Knowles, Vice President,
Administration, Secretary, Treasurer and a director of the Company. Under a
lease agreement entered into on April 1, 1994, the Company has leased the
building for a term of five years and has an option to renew the lease for an
additional five-year term. The initial annual rent under the lease for the
first year was $356,440 and increases annually at a rate of 4.5%. An expansion
of the facilities consisting of an additional 51,000 square feet was completed
in October 1995, which has increased the Company's facilities to an aggregate
of 113,000 square feet. The expanded space is being leased from Mr. and Mrs.
Knowles pursuant to the terms of the April 1, 1994 lease, and the current total
lease rate is approximately $61,400 per month as of April 1, 1997, excluding
taxes and insurance. During 1996, the Company paid Mr. and Mrs. Knowles an
aggregate of approximately $699,000 under the lease agreement for rent payments.
The accounting firm in which Stanton L. Meltzer, a director and
shareholder of the Company, is a principal, received approximately $62,000
during 1996 for tax consulting services performed for the Company.
On February 7, 1986, the Company, C. Harry Knowles and Janet H.
Knowles entered into an agreement with a former officer and shareholder of the
Company. The agreement terminated the employment contract and stock agreement
between the Company and the former officer and shareholder and provided for the
release and satisfaction of the parties' claims against each other and the
surrender to the Company of shares of Common Stock owned by the former officer
and shareholder. The agreement also provided for the repayment to the former
officer and shareholder of funds that he loaned to the Company. The Company
agreed to pay the former officer $484,000 in quarterly amounts of $50,000 due
on the 15th day of the first month of each quarter commencing January 15, 1995.
Under certain circumstances, the Knowles may be required to pay the former
officer and shareholder a percentage of the proceeds they personally receive
from the sale of Common Stock or assets of the Company in an amount not to
exceed $484,000. Such amounts paid by the Knowles would reduce the amount due
from the Company and, accordingly, the Company has agreed to reimburse the
Knowles for any amounts they are required to pay the former officer and
shareholder under the agreement. During 1996, a total of $200,000 was paid to
the former officer by the Company with a remaining balance of $84,000 to be
paid in 1997.
In connection with a distribution in the amount of $1,561,000 paid to
the Company's shareholders who were shareholders prior to the Company's initial
public offering, on account of previously undistributed S Corporation earnings
accumulated through December 31, 1993, which were taxed at the shareholder
level, $780,500 is being paid pursuant to seven-year notes of the Company,
bearing interest at an annual rate equal to PNC Bank, National Association's
prime rate plus 0.5%. Of the remaining aggregate principal amount of the notes
of $557,400, approximately $523,000 is payable to Mr. Knowles. Payments made to
Mr. Knowles in 1996 amounted to approximately $160,300 including approximately
$55,800 in interest.
All transactions between the Company and its officers, directors,
principal shareholders or affiliates have been and will be on terms no less
favorable to the Company than could be obtained from unaffiliated parties. All
such future transactions will be approved by the Company's outside directors.
INCREASE IN THE NUMBER OF SHARES AVAILABLE UNDER THE INCENTIVE PLAN
In April 1994, the Company's Board of Directors adopted the Incentive
Plan. Under the Incentive Plan, the Company is authorized to award shares of
its Common Stock ("Shares") to its employees, directors, consultants and other
individuals who perform services for the Company, other than C. Harry Knowles
and Janet H. Knowles. The Company's shareholders approved the Incentive Plan in
September 1994. The Incentive Plan is administered and interpreted by the
Incentive Committee of the Board of Directors. Neither the Incentive Committee
nor the Board of Directors has made any amendments to the Incentive Plan since
its approval by the Company's shareholders.
<PAGE>
As of the Record Date, options to purchase approximately 552,000
Shares had been granted under the Incentive Plan, of which options to purchase
173,500 Shares are currently exercisable. In addition, as of the Record Date,
10,000 restricted stock awards had been granted under the Incentive Plan, of
which 4,800 restricted stock awards have vested. To date, no performance shares
or performance units have been issued under the Incentive Plan.
As of the Record Date, there were approximately 48,000 Shares
available for issuance under the Incentive Plan.
Stock Options. The Incentive Plan provides for the grant of "incentive
stock options," as defined in Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), to employees of the Company. The Incentive Plan also
provides for the grant of stock options that do not qualify as incentive stock
options under the Code ("nonqualified stock options") to employees of the
Company, directors of the Company and consultants and other individuals who
perform services for the Company but who are not employed by the Company. The
exercise price of any incentive stock option granted under the Incentive Plan
may not be less than 100% of the fair market value of the Company's Common
Stock on the date of grant. Options granted under the Incentive Plan may be
exercised for cash or in exchange for shares of Common Stock owned by the
option holder having a fair market value on the date of exercise equal to the
option exercise price. The aggregate fair market value, determined on the date
of the grant, of the Shares with respect to which incentive stock options are
exercisable for the first time by an employee during any calendar year may not
exceed $100,000.
Under the Incentive Plan, each option is exercisable for the full
amount or for any part thereof at such intervals or in such installments as the
Incentive Committee determines at the time it grants an option. However, no
award is exercisable with respect to any Shares later than ten years after the
date of the grant of such option. All options are non-transferable, except upon
death, by the optionee. The Shares subject to expired options or terminated
options which remain unexercised become available for future grants.
If an optionee ceases to be employed by, or to render services to, the
Company for any reason other than death, disability or termination for cause,
any option exercisable on the date of such termination generally may be
exercised for a period of one month from the date of such termination or until
the expiration of the stated term of the option, whichever period is shorter.
In the event of termination of employment or service by reason of death or
disability, any option exercisable at the date of such termination generally
may be exercised for a period of one year from the date of termination or until
the expiration of the stated term of the option, whichever period is shorter.
If a participant's employment or service is terminated for cause, any option
not exercised prior to the date of such termination is forfeited. In the event
of a change of control of the Company, the Incentive Plan provides that all
outstanding options will become immediately exercisable.
Restricted Stock. "Restricted Stock" are Shares granted to an employee
for no consideration, which vest during a restriction period specified by the
Incentive Committee at the time it grants the Restricted Stock, and will be
forfeited to the Company if the grantee ceases to be an employee of the Company
during this restriction period. In the event of death or disability, the
restrictions will lapse with respect to that percentage of Restricted Stock
held by the grantee that is equal to the percentage of the restriction period
that had elapsed as of the date of death or commencement of disability. In the
event of a change of control of the Company, all restrictions on shares of
Restricted Stock will lapse. Shares of Restricted Stock that are forfeited
become available for future grants.
Performance Shares. A "Performance Share" is an award of the right to
receive Shares at the end of a specified period upon the attainment of
performance goals specified by the Incentive Committee at the time of grant.
Performance Shares generally will be forfeited if the grantee ceases to be an
employee of the Company during the performance period for any reason other than
death or disability. In the event of death or disability, the participant or
his or her estate will be entitled to receive, at the expiration of the
performance period, a percentage of his or her Performance Shares equal to the
percentage of the performance period that had elapsed at the time of death or
commencement of disability, provided that the Incentive Committee determines
that the applicable performance goals have been met. In the event of a change
of control of the Company, all conditions applicable to the Performance Shares
will terminate and the full number of Shares subject to the Performance Share
award will be issued to the grantee. Performance Shares that are forfeited or
not delivered to the grantee become available for future grants.
<PAGE>
Performance Units. A "Performance Unit" is an award of the right to
receive a fixed dollar amount, payable in cash, at the end of a specified
period upon the attainment of performance goals specified by the Incentive
Committee at the time of grant. Performance Units will be forfeited if the
grantee ceases to be an employee of the Company during the performance period
for any reason other than death or disability. In the event of death or
disability, the grantee or his or her estate will be entitled to receive, at
the expiration of the performance period, cash for a percentage of his or her
Performance Units equal to the percentage of the performance period that had
elapsed at the time of death or commencement of disability, provided that the
Incentive Committee determines that the applicable performance goals have been
met. In the event of a change of control of the Company, all conditions
applicable to the Performance Units will terminate and a cash payment for the
full amount of the Performance Unit will be made to the grantee.
The Incentive Committee may make amendments to the Incentive Plan
which it deems necessary or advisable, provided that the Incentive Committee
must seek shareholder approval of an amendment if it would (a) materially
increase the maximum number of Shares issuable under the Incentive Plan, (b)
materially increase the benefits accruing to participants under the Incentive
Plan or (c) materially modify the requirements as to eligibility for
participation under the Incentive Plan.
On March 3, 1997, the Board of Directors, including the members of
Incentive Committee, unanimously adopted a resolution authorizing the Company's
management to amend the Incentive Plan to increase, by 1,000,000, the number of
Shares available for issuance thereunder from 600,000 to a total of 1,600,000
Shares. The Incentive Committee believes that it is advisable and in the
Company's best interest to make additional Shares available for grants and
awards to its employees, directors, consultants and other individuals who
perform services for the Company and for stimulation of their best efforts on
behalf of the Company. The Incentive Committee believes that the Incentive Plan
permits the Company to attract and retain qualified employees, directors,
consultants and other persons by enabling the Company to offer such persons a
stake in the Company and an incentive to promote the Company's success
generally without the cash outlay that might otherwise be required to obtain
comparable results.
Approximately 340 employees, directors, consultants and other
individuals who perform services for the Company are eligible to participate in
the Incentive Plan. As of the Record Date, the aggregate market value of the
Shares underlying the outstanding in the money options and the Restricted Stock
outstanding was approximately $989,400. The Incentive Committee selects the
participants in, determines the grants and awards under and administers the
Incentive Plan. C. Harry Knowles and Janet H. Knowles are the current members
of the Incentive Committee. Neither Mr. nor Mrs. Knowles is entitled to
participate in the Incentive Plan. In 1996, options to purchase 10,000 Shares
were granted to each of the following executive officers under the Incentive
Plan: LeRoy Dickson, Dale M. Fischer, Thomas E. Mills, Benny A. Noens and
William G. Smeader. Also in 1996, options to purchase 20,000 and 5,000 Shares
were granted to Kevin P. Woznicki and John Patton, respectively. In 1994,
options to purchase 20,000 Shares and 2,000 Shares of Restricted Stock were
awarded to each of the following officers: Dale M. Fischer, Thomas E. Mills,
IV, Benny A. Noens and William G. Smeader and John Patton was granted options
to purchase 8,000 Shares. Also in 1994, options to purchase 10,000 shares were
awarded to Lester Hill.
Federal Tax Consequences. The federal income tax discussion set forth
below is intended for general information only. State and local income tax
consequences are not discussed and may vary from locality to locality.
Non-Qualified Stock Options. A participant in the Incentive Plan will
not be deemed to receive any income at the time a non-qualified stock option is
granted, nor will the Company be entitled to a deduction at that time. However,
when a non-qualified stock option is exercised, the participant will be deemed
to have received compensation taxable as ordinary income in an amount equal to
the difference between the option exercise price of the non-qualified stock
option and the fair market value of the Shares received upon the exercise of
the non-qualified stock option. Where a non-qualified stock option is exercised
by a director or executive officer within six months of the date of its grant,
the recognition of income in respect of such exercise will ordinarily be
delayed until such Shares may be resold without incurring liability under
Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Section
16(b) liability") (generally six months after the date of grant of the
non-qualified stock option), and in such case the amount of such ordinary
income will be determined as of the date of recognition based upon the fair
market value of the Shares on that date. If, however, a participant subject to
potential Section 16(b) liability by reason of the grant of such a
non-qualified option files an appropriate election under Section 83(b) of the
Code with the Internal Revenue Service within 30 days of his or her exercise of
such stock option, the participant will be deemed to have received compensation
taxable as ordinary income in an amount equal to the difference between the
exercise price and the fair market value, on the date of exercise, of the
Shares received upon such exercise. The Company will (subject to any applicable
Code limitation) be entitled to a tax deduction in an amount equal to the
amount of compensation taxable as ordinary income when such income is
recognized by the participant.
<PAGE>
Upon any subsequent sale of the Shares acquired upon the exercise of a
non-qualified stock option, any gain (the excess of the amount received over
the fair market value of the Shares on the date ordinary income was recognized)
or loss (the excess of the fair market value of the Shares on the date ordinary
income was recognized over the amount received) will be a long-term capital
gain or loss if the sale occurs more than one year after the date of exercise
(or, if later, the date when income was recognized by the optionee) and
otherwise will be a short-term capital gain or loss.
If all or any part of the exercise price of a non-qualified stock
option is paid by the participant with shares (including Shares previously
acquired upon exercise of an incentive stock option), no gain or loss will be
recognized on the shares surrendered in payment. The number of Shares received
on such exercise of the non-qualified stock option equal to the number of
shares surrendered will have the same basis and holding period, for purposes of
determining whether subsequent dispositions result in long-term or short-term
capital gain or loss, as the basis and holding period of the shares
surrendered. The balance of the Shares received on such exercise will be
treated for federal income tax purposes as described in the preceding
paragraphs as though issued upon the exercise of the non-qualified stock option
for an option exercise price equal to the consideration, if any, paid by the
participant in cash. The participant's compensation, which is taxable as
ordinary income upon such exercise, and the Company's deduction will not be
affected by whether the exercise price is paid in cash or in shares.
Incentive Stock Options. A participant will not be deemed to receive
any income at the time an incentive stock option is granted or exercised
pursuant to the Incentive Plan. (However, special rules apply to participants
who are subject to the alternative minimum tax.) If a participant does not
dispose of the Shares acquired upon exercise of an incentive stock option
within two years after the grant of the incentive stock option and one year
after the exercise of the incentive stock option, the gain (if any) on a
subsequent sale (the excess of the amount received over the exercise price) or
loss (if any) on a subsequent sale (the excess of the exercise price over the
amount received) will be a long-term capital gain or loss.
If the participant disposes (whether by sale, exchange or gift) of the
Shares acquired upon exercise of an incentive stock option within two years
after the date of grant of the incentive stock option or within one year after
the exercise of the incentive stock option, the disposition is a "disqualifying
disposition," and the participant will generally recognize income in the year
of the "disqualifying disposition" "equal to the excess of the amount received
for the Shares over the exercise price. Of that income, the portion equal to
the excess of the fair market value of the Shares at the time the incentive
stock option was exercised over the option exercise price will be treated as
compensation taxable as ordinary income (for which the Company will be entitled
to a tax deduction, subject to any applicable Code limitation, in the year of
the "disqualifying disposition") and the balance, if any, will be long-term or
short-term capital gain depending on whether the Shares were sold more than one
year after the incentive stock option was exercised. However, in the case of a
"disqualifying disposition" that is a sale or exchange (other than a sale or
exchange with certain persons related to the participant), the amount of
compensation income recognized by the participant cannot exceed the excess of
the amount received over the option exercise price, even where the amount
received is less than the fair market value of the Shares at the time the
incentive stock option was exercised. If a participant uses Shares acquired
upon the exercise of an incentive stock option to exercise an incentive stock
option at a time when the sale of such Shares would constitute a "disqualifying
disposition," the participant will recognize ordinary income in the amount
described in the preceding two sentences.
Restricted Stock. Because Restricted Stock awarded and transferred
under the Incentive Plan is subject to forfeiture, receipt of the award should
not be a taxable event to the participant for federal income tax purposes.
Rather, the participant will generally be deemed to receive compensation
taxable as ordinary income, and the Company will be entitled to an equivalent
deduction (subject to any applicable Code limitation), on the date the
forfeiture provisions lapse or are waived, in an amount equal to the fair
market value of the Shares on such date, unless the participant files an
appropriate election under Section 83(b) of the Code to be taxed at the time of
the award. The participant's income and the Company's deduction are equal to
the fair market value of the Shares on such date, unless the participant files
an appropriate election under Section 83(b) of the Code to be taxed at the time
of the award. The participant's income and the Company's deduction are equal to
the fair market value of the Shares on the date of lapse or waiver of such
restrictions (or on the date of the award if the Section 83(b) election is
made).
Performance Shares and Performance Units. A participant is not taxed
upon the grant of Performance Shares or Performance Units pursuant to the
Incentive Plan. Upon receipt of the underlying Shares or cash, the participant
will be taxed at ordinary income tax rates on the current fair market value of
Shares received and/or the amount of cash received, and the Company will be
entitled to a corresponding tax deduction. The participant's basis in any
Shares acquired pursuant to the settlement of Performance Shares will be equal
to the amount of ordinary income on which he or she was taxed and, upon
subsequent disposition, any gain or loss will be capital gain or loss.
<PAGE>
Withholding. The Company has the right to reduce the number of Shares
otherwise deliverable under the Incentive Plan by an amount that would have a
fair market value on such date equal to the amount of all federal, state and
local taxes required to be withheld by the Company, or to deduct the amount of
such taxes from any cash payment otherwise to be made to the participant. In
connection with such withholding, the Incentive Committee may make such
arrangements as are consistent with the Incentive Plan as it deems appropriate.
Approval of the increase in the number of Shares available under the
Incentive Plan will require the affirmative vote of a majority of the shares of
Common Stock represented in person or by proxy and entitled to vote at the
Annual Meeting.
The Board of Directors recommends a vote "FOR" the amendment to the
Incentive Plan to increase by 1,000,000 the Shares available under the
Incentive Plan from 600,000 to a total of 1,600,000 Shares.
RATIFICATION OF APPOINTMENT OF AUDITORS
Ernst & Young LLP have been selected by the Company to continue as its
independent auditors for the fiscal year ending December 31, 1997. Services
provided to the Company and its subsidiaries by Ernst & Young LLP for the
fiscal year ended December 31, 1996 included the audit of the Company's
consolidated financial statements, timely interim reviews with limited
procedures of quarterly reports, third party review services related to filings
with the Commission and consultation on various tax matters. Representatives of
Ernst & Young LLP are expected to be present at the Annual Meeting, will have
the opportunity to make a statement if they desire to do so and are expected to
be available to respond to appropriate questions.
Ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997 will require
the affirmative vote of a majority of the shares of Common Stock represented in
person or by proxy and entitled to vote at the Annual Meeting.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Ernst & Young LLP as the Company's independent auditors for the
1997 fiscal year.
OTHER MATTERS
Management does not know of any matters other than those referred to
in this Proxy Statement that may come before the Annual Meeting. However, if
any other matters do properly come before the Annual Meeting, the persons named
in the accompanying proxy will have discretionary authority to vote all proxies
with respect to such matters in accordance with their best judgment.
<PAGE>
SECTION 16 COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
generally requires the Company's directors, executive officers and persons who
own more than 10% of a registered class of the Company's equity securities
("10% owners") to file with the Commission initial reports of beneficial
ownership and reports of changes in beneficial ownership of Common Stock and
other equity securities of the Company. Directors, executive officers and 10%
owners are required by regulations of the Commission to furnish the Company
with copies of all Section 16(a) forms they file. The following persons each
failed to file, on a timely basis, one report for one transaction required by
Section 16(a) of the Securities Exchange Act of 1934, as amended, during the
most recent fiscal year: Dale M. Fischer, Thomas E. Mills, IV, Benny A. Noens,
William G. Smeader, and Kevin P. Woznicki.
SHAREHOLDER PROPOSALS
The Company's Amended and Restated Certificate of Incorporation sets
forth procedures for shareholders to nominate directors for election. In order
for shareholders to nominate directors for election, shareholders must give
timely notice and make certain specified disclosures about (i) themselves, (ii)
their ownership of shares in the Company and (iii) the proposed nominees and
their ownership of shares in the Company. In order for the notice to be timely,
it must be submitted to the Company not less than 60 days nor more than 90 days
prior to the scheduled annual meeting; provided, however, if less than 70 days'
notice or prior public disclosure of the date of the scheduled annual meeting
is given or made, to be timely, notice by the shareholder must be so delivered
or received not later than the close of business on the tenth day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made.
In addition, in order to bring business before a shareholders' annual
meeting, shareholders must give timely notice and make certain specified
disclosures about (i) themselves, (ii) their ownership of shares in the
Company, (iii) the reason for the proposal and (iv) their financial interest in
the Company. If a shareholder wishes to present a proposal at the 1998 Annual
Meeting of Shareholders, the proposal must comply with the Company's Amended
and Restated Certificate of Incorporation and must be received by the Company
not less than 60 days nor more than 90 days prior to the scheduled annual
meeting; provided, however, if less than 70 days' notice or prior public
disclosure of the date of the scheduled annual meeting is given or made, to be
timely, notice by the shareholder must be so delivered or received not later
than the close of business on the tenth day following the earlier of the day on
which such notice of the date of the scheduled annual meeting was mailed or the
day on which such public disclosure was made. In addition, any shareholder
proposal intended for inclusion in the proxy material for the 1998 Annual
Meeting of Shareholders must also be received in writing by the Company on or
before February 26, 1998. The inclusion of any proposal in the proxy material
will be subject to the applicable rules of the Commission.
FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY
THIS PROXY STATEMENT, UPON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996,
INCLUDING FINANCIAL STATEMENTS AND THE SCHEDULE THERETO, BUT EXCLUDING
EXHIBITS. SUCH WRITTEN REQUEST SHOULD BE DIRECTED TO THE COMPANY'S INVESTOR
RELATIONS DEPARTMENT AT 90 COLES ROAD, BLACKWOOD, NEW JERSEY 08012.
By Order of the Board of Directors,
Janet H. Knowles
Secretary
<PAGE>
METROLOGIC INSTRUMENTS, INC.
PROXY
The undersigned hereby appoints Lester Hill and Janet Knowles the proxies of
the undersigned (each with power to act alone and with power of substitution
and with discretionary authority to vote as designated on the reverse side) to
represent and vote at the Annual Meeting of Shareholders of Metrologic
Instruments, Inc. to be held at the Company's corporate headquarters located at
90 Coles Road, Blackwood, New Jersey 08012 on June 26, 1997 at 3:30 P.M., or at
any adjournments or postponements thereof, the shares of stock of the Company
which the undersigned would be entitled to vote if then personally present, as
indicated herein, and in their discretion upon such other business as may come
before the meeting, all as set forth in the notice of the meeting and in the
proxy statement furnished herewith.
This proxy is solicited by the Board of Directors. The Board recommends a vote
FOR the directors nominated, FOR the approval to increase the number of shares
available under the 1994 Incentive Plan, and FOR the ratification of Ernst &
Young LLP as the Company's independent auditors for fiscal 1997.
The shares represented hereby will be voted in accordance with the
specifications made on the reverse side or, IF NO SPECIFICATIONS ARE MADE, THEY
WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS NOMINATED, FOR THE APPROVAL TO
INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE 1994 INCENTIVE PLAN AND FOR
THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
FISCAL 1997.
(PLEASE FILL IN, SIGN AND DATE ON REVERSE SIDE)
X Please mark your votes as in this example.
1. Election of C. Harry Knowles FOR WITHHELD
as director with term
expiring in 2000. _____ _____
Election of Stanton L. Meltzer FOR WITHHELD
as director with term
expiring in 2000. _____ _____
2. To increase by 1,000,000 the FOR AGAINST ABSTAIN
number of shares available
under the 1994 Incentive _____ _____ _____
Plan from 600,000 to a
total of 1,600,000 shares.
3. Ratification of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent auditors. _____ _____ _____
SIGNATURE(S)_____________________________________ DATE__________________, 1997
SIGNATURE(S)_____________________________________ DATE__________________, 1997
NOTE: Please sign exactly as name appears herein. Joint owners should
each sign. When signing as a corporate officer, attorney,
executor, administrator, trustee or guardian, please give full
title as such.
