<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
BRUNSWICK TECHNOLOGIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-(6)(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, schedule or registration statement no.:
3) Filing party:
4) Date filed:
- ---------------
(1)Set forth the amount on which the filing fee is calculated and state how it
was determined.
- --------------------------------------------------------------------------------
<PAGE> 2
BRUNSWICK TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2000 -- 10:00 A.M.
You are hereby notified that the Annual Meeting of Stockholders of
Brunswick Technologies, Inc. will be held on May 16, 2000, at 10:00 A.M., at the
Marriott at Sable Oaks, 200 Sable Oaks Drive, South Portland, Maine, 04106, to
consider and act upon the following matters:
1. To elect the members of the Board of Directors;
2. To approve an amendment to the Company's 1997 Equity Incentive Plan to
increase the number of shares of common stock available for awards from
421,740 to 821,470;
3. To ratify the action of the Board of Directors in selecting
PricewaterhouseCoopers LLP as independent accountants for the Company;
and
4. To transact such other business as may properly come before the meeting.
If you are unable to attend the meeting personally, please be sure to date,
sign and return the enclosed proxy in the envelope provided to: Boston
EquiServe, L.P., 150 Royall Street, Mail Stop 45-02-62, Canton, Massachusetts
02021.
Only stockholders of record on the books of the Company at the close of
business on March 24, 2000 are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
DANIEL G. MCKAY, Clerk
Dated: April 17, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING.
<PAGE> 3
BRUNSWICK TECHNOLOGIES, INC.
EXECUTIVE OFFICES:
43 BIBBER PARKWAY
BRUNSWICK, MAINE 04011
PROXY STATEMENT
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
This proxy statement and the accompanying proxy card are being mailed to
stockholders commencing on or about April 17, 2000. The accompanying proxy is
solicited by the Board of Directors of Brunswick Technologies, Inc. (the
"Company") for use at the Annual Meeting of Stockholders to be held on May 16,
2000, and any adjournment or adjournments thereof. The cost of soliciting
proxies will be borne by the Company. Directors, officers and a few employees
may assist in the solicitation of proxies by mail, telephone, telegraph and
personal interview without additional compensation.
When a proxy card is returned properly signed, the shares represented
thereby will be voted by the persons named as proxies in accordance with the
stockholder's directions. You are urged to specify your choices on the enclosed
proxy card. If a proxy card is signed and returned without specifying choices,
the shares will be voted 'FOR' proposals 1, 2, and 3 and as to other matters
that may properly come before the meeting, at the discretion of the persons
named as proxies in the manner they believe to be in the best interests of the
Company. A stockholder giving a proxy may revoke it at any time before it is
voted at the meeting by written notice to the Company, by oral notice to the
Clerk at the meeting or by submitting a later dated proxy.
The Board of Directors of the Company (also referred to herein as the
"Board") has fixed the close of business on March 24, 2000 as the record date
for the meeting. Only stockholders of record on the record date are entitled to
notice of and to vote at the meeting. On the record date, there were 5,230,823
shares of the Company's common stock, $0.0001 par value (the "Common Stock")
issued and outstanding, each of which is entitled to one vote. The holders of
Common Stock do not have cumulative voting rights.
QUORUM AND VOTING
The presence in person or by proxy at the annual meeting of holders of
one-half ( 1/2) of the Common Stock issued and outstanding is required for a
quorum. Therefore, holders of not less than 2,615,412 shares of Common Stock
must be present in person or by proxy for there to be a quorum. Shares
represented by all proxies received, including proxies that withhold authority
for the election of directors and/or abstain from voting on the ratification of
the accountants, as well as "broker non-votes," discussed below, count toward
establishing the presence of a quorum.
Assuming the presence of a quorum, directors of the Company are elected by
majority vote of the shares of Common Stock present in person or by proxy and
voting in the election of directors. Shares may be voted for or withheld from
each nominee for election as a director. Shares for which the vote is withheld
and "broker non-votes" will be excluded entirely and have no effect on the
election of directors of the Company. Adoption of proposal 2 requires the
affirmative vote of the holders of a majority of the shares of Common Stock
entitled to vote.
Under applicable rules, brokers who hold shares of the Company's Common
Stock in street name have the authority to vote the shares in the broker's
discretion on "routine" matters if they have not received specific instructions
from the beneficial owner of the shares. The uncontested election of directors,
the amendment to the 1997 Equity Incentive Plan and the ratification of
independent accountants are "routine" matters for this purpose. With respect to
matters which are determined by the appropriate broker-dealer regulatory
organization to be "non-routine," none of which is currently on the agenda for
this meeting of the
<PAGE> 4
Company's stockholders, brokers may not vote shares held in street name without
specific instructions from the beneficial owner. If a broker holding shares in
street name submits a proxy card on which the broker physically lines out the
matter, that action is called a "broker non-vote" as to that matter. "Broker
non-votes" are not counted in determining the number of votes cast with respect
to the matter. If a broker submits a proxy but does not indicate a specific
choice on a "routine" matter, the shares will be voted as specified in the proxy
card. At this meeting of the Company's stockholders, shares represented by such
a proxy card would be voted for the election of the director nominees, for
amending the 1997 Equity Incentive Plan and for ratification of the independent
accountants.
ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
The Board of Directors currently consists of six members, with the term of
each director expiring at each annual meeting of stockholders.
The term of the current Board of Directors, currently consisting of Martin
S. Grimnes, William M. Dubay, Richard J. Corbin, Kenneth J. Hatten, Max G.
Pitcher, David E. Sharpe and Peter N. Walmsley, expires at the 2000 annual
meeting. It is proposed that each of these directors, other than Mr. Sharpe, who
has advised the Company that he does not wish to stand for reelection at the
annual meeting, be elected to serve another term. The Board of Directors is
currently seeking an appropriate member to fill the vacancy on the Board to be
vacated by David Sharpe. Such vacancy may be filled by the Board of Directors
prior to the 2001 Annual Meeting of Stockholders. Unless otherwise instructed in
the proxy, all proxies will be voted to elect these directors to one-year terms
expiring at the 2001 annual meeting, with each such director to hold office
until his successor has been duly elected and qualified. The Company does not
contemplate that any of these directors will be unable to serve, but in that
event, proxies solicited hereby will be voted for the election of another person
or persons to be designated by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE NUMBER OF THE BOARD OF DIRECTORS
BE SET AT SEVEN AND THAT YOU VOTE 'FOR' THE ELECTION OF MESSRS. GRIMNES, DUBAY,
CORBIN, HATTEN, PITCHER AND WALMSLEY.
The following table and narrative sets forth information regarding the
principal occupations, other affiliations, committee memberships and ages of the
nominees and directors of the Company continuing in office.
NOMINEES FOR ELECTION:
<TABLE>
<CAPTION>
POSITION DIRECTOR
NAME AGE WITH COMPANY SINCE
---- --- ------------ --------
<S> <C> <C> <C>
Martin S. Grimnes.................. 52 Chairman of the Board, Chief Executive Officer 1984
and Director
William M. Dubay................... 49 President, Chief Operating Officer and Director 1997
Richard J. Corbin(2)............... 61 Director 1999
Kenneth J. Hatten.................. 56 Director 2000
Max G. Pitcher(1).................. 64 Director 1997
Peter N. Walmsley(1)............... 64 Director 1991
</TABLE>
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(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
MARTIN S. GRIMNES is the founder of the Company, has served both as a
director and Chief Executive Officer since the Company's inception in 1984, has
served as Chairman of the Board since 1987 and served as President and Treasurer
between 1984 and 1987. Mr. Grimnes has a textile engineering degree from the
Technische Akademie e.V. in Hohenstein, Germany, and a B.S. in Industrial
Management from the University of Vermont. Prior to founding the Company, he was
export manager for W.S. Libbey Co. of
2
<PAGE> 5
Lewiston, Maine, an industrial and decorative textile manufacturer (1980 --
1984), and General Manager of Sandvika Veveri A/S of Oslo, Norway, a decorative
textile manufacturer (1974 -- 1980).
WILLIAM M. DUBAY has been employed by the Company since May 1989, has
served as President and Chief Operating Officer since November 1991, and has
been a director since the completion of the Company's initial public offering in
February, 1997. Mr. Dubay received a B.A. in Business Education from Thomas
College in Waterville, Maine. Prior to his employment by the Company, he was
Manager of Provider Services for Blue Cross/Blue Shield of Maine (November 1987
through April 1989) and from June 1981 through August 1987, was employed by
Sabre Yachts in South Casco, Maine, a nationally known manufacturer of premium
quality sailing yachts, where he earned successive promotions to Senior Manager,
Manufacturing.
RICHARD J. CORBIN who became a director upon election in May, 1999 is
currently a member of United Ventures L.L.C., an entity recently formed to
acquire majority interests in companies. United provides capital, management and
marketing expertise to its portfolio companies. Previously he was President and
Chief Executive Officer of Whistler, Inc., based in Chelmsford, Massachusetts, a
diversified electronics and manufacturing company, best known for its radar
detector products. From December 1995 to June 1998 Mr. Corbin was President and
Chief Executive Officer of EMCO, Inc. in North Bergen, New Jersey, a subsidiary
of Merrill Lynch Interfunding, Inc. a wholesaler of office products. Prior to
that Mr. Corbin served as Senior Vice President of EKCO Group, Inc. and
President of its subsidiary EKCO Housewares, Inc., a manufacturer of bakeware
and kitchenware. From 1986 to 1995 Mr. Corbin was President and Chief Executive
Officer of Forster Manufacturing Company, a Maine based producer and marketer of
household products and sporting goods. Mr. Corbin holds a BS in Education from
the University of Miami and completed the Executive Program at the Amos Tuck
School of Dartmouth College.
KENNETH J. HATTEN became a director on April 11, 2000, filling the vacancy
created by the resignation of Donald Hughes. Dr. Hatten is Professor of
Management Policy and Chairman of the Management Policy Department at Boston
University, where he has developed and taught cross disciplinary core courses
for Executive, MBA and undergraduate business programs. He is a specialist in
Strategic Management, Strategic Groups and in the Strategic Management of
Financial Service Firms. He was formerly on the faculty of the Harvard Business
School and has taught at Vanderbilt and Purdue Universities. Dr. Hatten is
Managing Director of Hatten Associates, which provides consulting to a number of
companies on strategic management issues. He earned his Ph.D. in Strategic
Management from Purdue University, his MBA, M. Eng. Sc. (Traffic and
Transportation Engineering), and BR (Civil Engineering) degrees from the
University of New South Wales in Sydney, Australia. In Australia, Dr. Hatten
worked as a civil engineer and as a consulting traffic engineer.
MAX G. PITCHER, who became a director upon the completion of the Company's
initial public offering in February, 1997, is President of NEFT Inc., which
manufactures oil equipment in Russia. Mr. Pitcher retired from Conoco Inc. on
January 1, 1993, where he was Executive Vice President, Exploration Production,
with oversight responsibility for Europe, Africa, and the former U.S.S.R. Mr.
Pitcher had been with Conoco for 30 years. He was also a Senior Vice President
of E.I. du Pont de Nemours and Company, Inc., the parent company of Conoco. Mr.
Pitcher received his bachelor's and master's degrees in petroleum geology from
Brigham Young University and his Ph.D. in geology from Columbia University. He
is a member of the American Association of Petroleum Geologists (AAPG) and
currently serves on AAPG's industry liaison committee.
PETER N. WALMSLEY has been for more than the past six years, one of two
general partners of AMT Associates Ltd., the sole general partner of both AMT
Venture Partners, Ltd. and JHAM Limited Partnership, which are venture capital
funds and former stockholders of the Company. During the past five years he has
been President and 50% owner of AMT Management, Inc., and during the last three
years, he has been President and sole owner of AMT Venture Funds, Inc. AMT
Management and AMT Venture Funds are the corporations which manage the two
venture capital funds. Mr. Walmsley was previously Manager, Acquisitions &
Divestitures, in the Corporate Plans Department at E.I. du Pont de Nemours and
Company,
3
<PAGE> 6
Inc., where he was also responsible for corporate venture capital activities.
Mr. Walmsley received his Ph.D. in chemical engineering at Manchester University
in England.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND COMMITTEES
MEETINGS
The Company's Board of Directors held five meetings during fiscal year
1999. The Board has standing audit and compensation committees; there is no
nominating committee. No director attended fewer than 75% of the aggregate of
(1) the total number of meetings of the Board; and (2) the total number of
meetings of the committees of which they were members.
AUDIT COMMITTEE
The Audit Committee currently consists of two members: Peter N. Walmsley
and Max G. Pitcher. The Audit Committee meets with the Company's auditors and
principal financial personnel to review the results of the annual audit. The
Audit Committee also reviews the scope of, and establishes fees for, audit and
non-audit services performed by the independent accountants, and reviews the
independence of the independent accountants and the adequacy and effectiveness
of the Company's internal accounting controls. The Audit Committee held two
meetings in fiscal year 1999.
COMPENSATION COMMITTEE
The Compensation Committee establishes the compensation, including bonus
and incentive arrangements, of the Company's Chief Executive Officer and
considers and approves or modifies the recommendations of the Chief Executive
Officer as to the proposed compensation of each executive officer of the Company
whose aggregate compensation exceeds a threshold amount of $100,000. The
Compensation Committee currently consists of two members: Richard J. Corbin and
David E. Sharpe. The Compensation Committee held two meetings in fiscal year
1999.
COMPENSATION OF DIRECTORS
All directors are reimbursed by the Company for their out-of-pocket
expenses incurred in connection with attendance at Board and committee meetings
or otherwise in the performance of their services as a director. Directors who
are not employees of the Company or affiliated with or related to a principal
stockholder of the Company ("outside directors"), Messrs. Hughes, Corbin,
Walmsley and Pitcher in 1999, and to include Mr. Hatten in 2000, each receive,
at the time of his/her initial election to the Board as an outside director,
1,000 shares of the Common Stock of the Company and an option to purchase an
additional 4,500 shares of Common Stock, vesting in three equal tranches over a
three year period, priced at the closing market price on the date of election.
The outside directors also receive an annual retainer of $6,000, payable
quarterly, and a fee of $1,000 for each Board or committee meeting attended;
provided, however, that compensation for a committee meeting held in conjunction
with a Board meeting is set at $500. The foregoing compensation to the outside
directors is to be paid in shares of Common Stock, based on the average closing
price of the Common Stock during the quarter in which services as a director
were performed. Messrs. Hughes, Pitcher, Corbin and Walmsley received 2,179,
2,463, 1,649 and 2,463 shares of Common Stock respectively, in lieu of cash
compensation relative to fiscal year 1999. All shares issued are restricted and
may not be sold while the individual is a director of the Company. No other
directors receive any compensation for performance of their services as
directors.
4
<PAGE> 7
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth certain information concerning the executive
officers of the Company who are not also directors. The executive officers of
the Company are elected annually by the Board of Directors following the Annual
Meeting of Stockholders and serve at the discretion of the Board.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
---- --- ---------------------
<S> <C> <C>
Robert Fuller................. 43 Vice President, Sales
Alan M. Chesney............... 44 Vice President, Chief Financial Officer and Treasurer
Thomas L. Wallace............. 47 Vice President, Manufacturing
</TABLE>
ROBERT R. FULLER has served as Vice President, Sales, since 1993 and has
been with the Company since 1990. Mr. Fuller received his B.S. in
engineering-naval architecture from the University of Michigan in Ann Arbor.
Prior to his employment with the Company, Mr. Fuller founded and was Chief
Executive Officer of Advanced Sail Concepts, a ship design firm located in
Massachusetts and North Carolina. He has also served as a naval architect and
project manager with General Dynamics in Quincy, Massachusetts.
ALAN M. CHESNEY has served as Chief Financial Officer since May, 1998,
having served as Interim Chief Financial Officer and Treasurer of the Company
since February 1998. Prior to joining the Company, Mr. Chesney served as Vice
President of Commercial Lending in the Asset Based Lending Division of Fleet
Bank of Maine from 1991 to 1994. From 1994 to 1996, Mr. Chesney served as Sales
Operations Manager of the Company, and during 1997 he served as Business
Information Manager of the Company. Mr. Chesney received his Bachelor's Degree
in Business Administration from the University of Massachusetts.
THOMAS L. WALLACE has served as Vice President, Manufacturing since January
1994. Prior thereto he was Manufacturing Manager for Personal Electronics in
Manchester, N.H. from March 1992 through December 1993, Director of Quality
Assurance for AM Technologies in Manchester, N.H. from August 1991 until March
1992 and Director of Operations for Summa Four, also in Manchester, N.H. from
May 1983 until August 1991. Mr. Wallace received his B.S. in business management
from Franklin Pierce College and has completed various MBA courses at the
University of New Hampshire.
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of April 12, 2000, to the
best of the Company's knowledge, regarding beneficial ownership of Common Stock
of each person who is known by the Company to own beneficially more than five
percent (5%) of the Company's Common Stock, each director, each nominee and each
"named executive officer" (as defined in Item 402 of Regulation S-K), certain
other executive officers, as disclosed above, and all directors and executive
officers as a group.
<TABLE>
<CAPTION>
NAME OF OWNER+ NUMBER(1) PERCENT(1)
-------------- --------- ----------
<S> <C> <C>
David E. Sharpe(2).......................................... 713,746 13.65%
Director
Vetrotex America(2)......................................... 713,746 13.65%
Martin S. Grimnes(3)........................................ 288,204 5.51%
Chairman, Chief Executive Officer and Director
William M. Dubay(4)......................................... 110,243 2.11%
President, Chief Operating Officer and Director
Robert Fuller(5)............................................ 69,537 1.3%
Vice President, Sales
Max G. Pitcher(6)........................................... 11,534 *
Director
Peter N. Walmsley(7)........................................ 8,976 *
Director
Richard J. Corbin(8)........................................ 5,149 *
Director
Kenneth J. Hatten(9)........................................ 2,125 *
Director
Alan M. Chesney(10)......................................... 12,095 *
Vice President, Chief Financial Officer and Treasurer
Thomas L. Wallace(11)....................................... 42,645 *
Vice President, Manufacturing
Dimensional Fund Advisors, Inc.(12)......................... 334,200 5.69%
Wellington Management Company, LLP(13)...................... 460,000 9.78%
All Directors, Nominees and Executive Officers as a group
(10 persons).............................................. 1,264,254 22.8%
</TABLE>
- ---------------
+ The address of Messrs. Sharpe, Corbin, Hatten, Walmsley, Grimnes, Dubay,
Fuller, Pitcher, Chesney, and Wallace, is c/o Brunswick Technologies, Inc.,
43 Bibber Parkway, Brunswick, ME 04011. The address of Vetrotex America is
750 E. Swedesford Road, Valley Forge, PA 19482. The address of Dimensional
Fund Advisors, Inc. is 1299 Ocean Avenue, Santa Monica, California 90401.
The address of Wellington Management Company, LLP is 75 State Street,
Boston MA 02109.
* Less than 1% of the outstanding shares of Common Stock.
(1) For the purpose of this table, shares of Common Stock, which to the
Company's knowledge, an individual or group has a right to acquire within
sixty (60) days upon the exercise of options or warrants, are deemed
outstanding for the purposes of computing the number and percentage of
shares beneficially owned by such individual or group. Such shares are not
deemed to be outstanding for the purpose of computing the percentage of
shares beneficially owned by any other individual or group shown in the
table. This table does not include 98 shares of Common Stock held by the
executive officers of the Company through the Company's 401(k) plan.
(2) Includes 713,746 shares of Common Stock beneficially owned by Vetrotex
America ("Vetrotex"). Mr. Sharpe, currently a director of the Company who
is not standing for reelection, is the Vice President, Sales and Marketing,
of Vetrotex. Mr. Sharpe disclaims beneficial ownership of shares held or
beneficially owned by Vetrotex.
6
<PAGE> 9
(3) Includes 141,004 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(4) Includes 96,673 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(5) Includes 69,537 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(6) Includes 4,900 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(7) Includes 3,400 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(8) Includes 1,500 Common Stocks subject to options exercisable within 60 days
of April 1, 2000.
(9) Includes 1,125 shares of Common Stock owned by The Hatten HR-10 Profit
Sharing Plan and Trust as to which the beneficial owner has shared
investment power.
(10) Includes 4,640 shares of Common Stock subject to options exercisable within
60 days of April 1, 2000.
(11) Includes 42,345 shares of Common Stock subject to options exercisable
within 60 days of April 1, 2000.
(12) Includes 334,200 shares of Common Stock as to which the beneficial owner
has sole voting power and sole dispositive power. Dimensional Advisors,
Inc. disclaims beneficial ownership of such securities. The information
with respect to the beneficial owner has been taken from the beneficial
owner's 13G filed with the Commission on February 3, 2000.
(13) Includes 460,000 shares of Common Stock as to which the beneficial owner
has shared voting power and shared dispositive power. The information with
respect to the beneficial owner has been taken from the beneficial owner's
Schedule 13G/A filed with the Commission on February 2, 2000.
EXECUTIVE COMPENSATION
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing the compensation, including bonus and incentive
arrangements, of the Company's Chief Executive Officer and to consider and
approve or modify the recommendations of the Chief Executive Officer as to the
proposed compensation of each executive officer of the Company whose aggregate
compensation exceeds a threshold amount of $100,000.
The compensation policy of the Company for its executive officers is based
on the following principles:
- the compensation program should support the strategic and financial
objectives of the Company by rewarding its executive officers for
regular and significant improvement in earnings and increase in the
value of the Company's Common Stock;
- the compensation program should reflect the highly competitive nature
of the industry in which the Company operates, and the fact that the
key executives throughout the industry are known to each other; and
- an important part of the compensation program is to provide
performance-based incentives to executive officers by way of equity
ownership so that, with successful performance and the consequent
increase in the value of the Company, their interests become more and
more aligned with those of the owners of the Company's Common Stock.
The Company is a leading developer and producer of engineered reinforcement
fabrics used in the fabrication of composite materials. The Company's
technologically advanced stitchbonding equipment and processes prepare fabrics
which are used in the construction of such diverse items as boats, skis, diving
boards, protective helmets and ballistic armor applications, car and truck
parts, and industrial tanks and pipes. As a result of their superior features,
composite reinforcement fabrics are increasingly demanded by a growing number of
industries and applications, including transportation, infrastructure,
recreation, petro-chemical and construction. There are competitors which the
Company believes have significant shares of these markets, and are known to the
members of the Committee, whose experience in the industry is extensive.
7
<PAGE> 10
The Chief Executive Officer's salary, bonus and, when granted, options to
purchase stock of the Company, are determined annually by the Committee based on
the Committee's subjective evaluation of a variety of factors, each of which is
weighted, again subjectively, by each member of the Committee according to his
own experience and background. Among the criteria used by each member of the
Committee in making his evaluation of the appropriate compensation of the Chief
Executive Officer are:
- the compensation of the chief executives of competitive entities;
- his influence on the performance of the Company through his
leadership, management, financial and/or sales skills;
- his ability to work with, influence and effectuate the policies of the
Board of Directors;
- his skill in long range planning for the Company's future growth and
activities; and
- the manner in which he positions the Company to succeed in what has
been in recent years a very competitive market.
These criteria are used by the members of the Committee in determining each
element of compensation. There is no specific relationship between the
performance of the Company and the compensation of the executive officers,
although, with respect to bonuses and stock options, performance of the Company
is given more weight by the Committee than the other criteria. The Committee
believes that the total compensation program for executives of the Company is on
a level with the compensation programs provided by other companies facing
similar challenges.
The salary shown in the Summary Compensation Table represents the fixed
portion of compensation for each named executive officer for the year. Changes
in salary depend upon overall Company performance as well as levels of base
salary paid by companies of similar size in the Company's industry.
In 1999, the 1999 base salary for the Chief Executive Officer was increased
by 5%. In addition, increases for other named executive officers ranged from
5% -- 10%. In 2000, the base salaries were increased in a range of 5% -- 11%.
These changes were felt to be necessary to bring the base salaries of the key
executives more in line with competitive salaries for similar positions.
In order to provide what the Committee believes to be appropriate and to
continue long-term incentives to these named executive officers, and in order to
align more fully the interests of the stockholders and the named executive
officers, the Company granted new options for 35,820 shares in the aggregate to
the named executive officers in 1999. As these options were granted with
exercise prices equal to the market value of the Common Stock on the grant date,
they provide incentive for the creation of stockholder value over the long term
since their full benefit cannot be realized unless there occurs over time an
appreciation in the price of the Common Stock. The Committee considers the
number of shares to be an appropriate incentive for the named executive officers
to continue to focus on building stockholder value.
The Committee has reviewed the potential consequences for the Company of
Section 162(m) of the Internal Revenue Code, which imposes a limit on tax
deductions for annual compensation in excess of one million dollars paid to any
of the five most highly compensated executive officers of the employing company.
Based on such review, the Committee believes that the limitation had no effect
on the Company in 1999 nor will it have any effect on the Company in 2000.
Respectfully submitted,
David E. Sharpe, Chairman
Richard J. Corbin
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<PAGE> 11
COMPENSATION COMMITTEE INTERLOCKS
None of the executive officers of the Company has served on the board of
directors or compensation committee of any other entity that has had any of such
entity's executive officers serve on the Company's Board of Directors or
Compensation Committee.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Board of Directors has approved one year employment contracts with the
named executive officers and Malcolm Lee, the General Manager of Brunswick
Technologies Europe, Ltd., renewable year to year unless terminated by either
party. Upon a change of control of the Company, the agreements provide that if
the change of control was not approved by the Company's Board of Directors, the
agreements automatically extend for three years. If the officer is terminated by
the Company (which would include a termination by the officer for 'good cause'
as defined in the agreement), the officer would receive a severance amount equal
to three times both the officer's highest base salary plus the highest bonus in
effect during the three year period. If the officer remains in the employ of the
Company one year after the change of control, he would receive a bonus equal to
one times the base salary plus bonus and the severance amount would reduce to a
multiple of two.
In the event of a change of control approved by the Board, the contract
would automatically convert to a two year contract. Upon any change of control,
the employee would have the right to terminate the agreement for any reason
within six months of the date of the change of control and receive an eighteen
month severance payment, provided that in the case of a change of control
approved by the Board, the officer is subject to a non-competition agreement
during the severance period. For purposes of the agreements, a change of control
is defined as the acquisition of twenty-five percent of the Company's
outstanding shares of common stock.
All options granted under the Company's 1997 Equity Incentive Plan
automatically vest upon a change of control of the Company.
9
<PAGE> 12
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation paid
or accrued by the Company to or on behalf of the Company's Chief Executive
Officer and each of the four other most highly compensated executive officers of
the Company (the "named executive officers," as defined in Item 402 of
Regulation S-K) during the fiscal years ended December 31, 1997, December 31,
1998 and December 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
---------------
ANNUAL COMPENSATION AWARDS
------------------------------------------ ---------------
FISCAL SECURITIES
YEAR OTHER ANNUAL UNDERLYING ALL OTHER
ENDED SALARY BONUS COMPENSATION(2) OPTIONS/SARS(3) COMPENSATION(4)
NAME AND PRINCIPAL POSITION DEC. 31 ($) ($) ($) (#) ($)
--------------------------- ------- ------ ----- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Martin S. Grimnes............... 1999 151,551 154 -- 10,070 7,953
Chairman and Chief 1998 148,784 154 -- 7,500 7,097
Executive Officer 1997 134,993 170 -- 5,000 7,359
William M. Dubay................ 1999 140,832 154 57,737 8,365 10,743
President and Chief 1998 125,087 154 -- 5,000 10,687
Operating Officer 1997 123,879 1,453 131,025 3,750 11,980
Alan M. Chesney................. 1999 114,356 154 -- 5,775 7,752
Vice President and 1998 89,488 2,271 16,371 3,000 1,000
Chief Financial Officer
Robert R. Fuller................ 1999 125,750 154 -- 5,785 7,781
Vice President, Sales 1998 120,891 154 -- 4,000 10,201
1997 112,637 170 270,855 2,500 8,222
Thomas L. Wallace............... 1999 118,377 154 -- 5,825 7,116
Vice President, 1998 104,768 154 -- 3,500 8,674
Manufacturing 1997 95,000 548 -- 2,500 4,871
</TABLE>
- ---------------
(1) Amounts shown indicate cash compensation earned and received by executive
officers. Amounts shown also include sums for accrued but unused vacation
time.
(2) Amounts shown reflect the difference between the aggregate exercise price of
options exercised during the period, and the aggregate fair market value of
the shares of Common Stock issued upon such exercises, as of the date of
issuance.
(3) Amounts shown reflect grants of options to purchase Common Stock pursuant to
the Company's stock option plans.
(4) Amounts shown reflect payments for automobile expenses, health and life
insurance, tax preparation fees and memberships (where applicable).
10
<PAGE> 13
OPTIONS/SAR GRANTS TABLE
Set forth below is an Option/SAR Grants table concerning individual grants
of stock options and SARs made during the last completed fiscal year to each of
the named executive officers.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
---------------------------------------------------------- VALUE AT
NUMBER OF PERCENT OF TOTAL ASSUMED ANNUAL
SECURITIES OPTIONS/SARS RATES OF STOCK
UNDERLYING GRANTED TO PRICE APPRECIATION
OPTIONS/SARS EMPLOYEES IN EXERCISE OR FOR OPTION TERM(1)
GRANTED FISCAL YEAR(2) BASE PRICE EXPIRATION ---------------------
NAME (#) (%) ($/SH) DATE(3) 5%($) 10%($)
---- ------------ ---------------- ----------- ---------- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Martin S. Grimnes...... 10,070 13.02 6.125 5/20/09 $105,485 $175,971
Chairman and Chief
Executive Officer
William M. Dubay....... 8,365 10.81 6.125 5/20/09 $ 87,624 $146,175
President and Chief
Operating Officer
Alan M. Chesney........ 5,775 7.46 6.125 5/20/09 $ 60,492 $100,914
Vice President and
Chief Financial
Officer
Robert R. Fuller....... 5,785 7.48 6.125 5/20/09 $ 60,597 $101,089
Vice President, Sales
Thomas L. Wallace...... 5,825 7.53 6.125 5/20/09 $ 61,016 $101,788
Vice President,
Manufacturing
</TABLE>
- ---------------
(1) The dollar gains under these columns result from calculations assuming
hypothetical growth rates as set by the Commission and are not intended to
forecast price appreciation of the Common Stock.
(2) In fiscal 1999, options to purchase a total of 96,870 shares of Common Stock
were granted to employees of the Company.
(3) These options vest in five (5) equal annual installments beginning one year
from the date of grant. These options are subject to earlier termination
upon certain events related to termination of employment.
11
<PAGE> 14
AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTION/SAR VALUE TABLE
Set forth below is a table concerning the 1999 fiscal year-end value of
unexercised options and SARs. William M. Dubay exercised a total of 10,320 stock
options during the fiscal year ended December 31, 1999 valued at $57,737.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
SHARES YEAR-END YEAR-END
ACQUIRED VALUE (#) ($)
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- --------------- ----------------
<S> <C> <C> <C> <C>
Martin S. Grimnes,.................. -- -- 136,490/21,380 $407,093/4,730
Chairman and Chief Executive
Officer
William M. Dubay,................... 10,320 57,737 109,750/16,265 $329,881/3,378
President and Chief Operating
Officer
Alan M. Chesney,.................... -- -- 2,885/11,860 $ 3,041/3,041
Vice President and Chief Financial
Officer
Robert R. Fuller,................... -- -- 67,080/11,805 $173,774/2,703
Vice President, Sales
Thomas L. Wallace,.................. -- -- 39,980/11,445 $ 78,391/2,703
Vice President, Manufacturing
</TABLE>
- ---------------
(1) In-the-money options are those options for which the fair market value of
the underlying Common Stock is greater than the exercise price of the
option. On December 31, 1999 the fair market value of the Company's Common
Stock underlying the options (as determined by the closing price reported on
the Nasdaq National Market) was $3.563. The dollar value of the unexercised
options is calculated by determining the difference between the fair market
value of the Common Stock underlying the options and the exercise price of
the options at fiscal year end.
12
<PAGE> 15
PERFORMANCE GRAPH
Set forth below is a line-graph presentation comparing the cumulative
stockholder return on the Company's Common Stock, on an indexed basis, against
cumulative total returns of the Nasdaq Stock Market (U.S. companies) and a "peer
group" selected by management of the Company. The peer group selected for
inclusion in this proxy statement includes Zoltek Companies, Inc. (Nasdaq symbol
"ZOLT"), Denali Incorporated (Nasdaq symbol "DNLI"), Chemfab Corporation (New
York Stock Exchange Symbol "CFA"), Hexcel Corporation (New York Stock Exchange
symbol "HXL"), and Owens Corning (New York Stock Exchange symbol "OWC")
(collectively, the "Peer Group Companies"). The Peer Group Companies were
selected because they are frequently utilized as a basis for comparison with the
Company. The returns for each company were weighted according to each issuer's
market capitalization. The Performance Graph shows total return on an investment
of $100 for the period beginning February 5, 1997 (the date of the Company's
initial public offering) and ending December 31, 1999 (the Company's fiscal year
end). The graph assumes reinvestment of dividends, if any. The graph is not
necessarily indicative of future price performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
BRUNSWICK TECHNOLOGIES,
INC. PEER GROUP INDEX NASDAQ MARKET INDEX
----------------------- ---------------- -------------------
<S> <C> <C> <C>
02/05/97 100.00 100.00 100.00
12/31/97 146.25 88.17 114.34
12/31/98 63.75 66.56 161.27
12/31/99 35.63 39.77 284.43
</TABLE>
13
<PAGE> 16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Martin Grimnes, Chairman and Chief Executive Officer of the Company has
received loan advances from the Company aggregating $113,065. The obligation is
evidenced by a promissory note, bears interest at the "prime" rate as published
in the Wall Street Journal and is payable on demand.
David E. Sharpe, currently a member of the Board of Directors and
Compensation Committee, who has chosen not to seek reelection at the annual
meeting, is the Vice President of Sales and Marketing of Vetrotex America, a
stockholder of and major supplier of raw materials to the Company.
APPROVAL OF AMENDMENT TO THE COMPANY'S
1997 EQUITY INCENTIVE PLAN
(ITEM 2 ON PROXY CARD)
In January, 1997, the Company adopted its 1997 Equity Incentive Plan (the
"1997 Plan"). In March, 2000, the Board of Directors unanimously adopted,
subject to shareholder approval, an amendment to the 1997 Plan to enhance the
flexibility of the Board of Directors and the Compensation Committee in granting
stock related awards to the Company's employees and consultants.
PROPOSED AMENDMENT
The proposed amendment increases the aggregate number of shares of Common
Stock authorized for issuance under the 1997 Plan from 421,740 shares to 821,740
shares, subject to adjustment from time to time for stock dividends and certain
other changes in capitalization as provided in the 1997 Plan. The Board of
Directors adopted this proposed amendment to ensure that there will be a
sufficient reserve of shares to permit further grants to existing and new
employees, directors and consultants at levels determined appropriate by the
Board of Directors and the Compensation Committee. It is anticipated that the
proposed increase will provide a sufficient number of shares to cover grants
made over a period of approximately three years. Grants of stock and options
have been an important part of the Company's overall compensation program. The
Board of Directors believes that stock options serve to attract, retain and
motivate employees, directors and consultants and to enhance their incentive to
perform at the highest level and contribute significantly to the Company's
success. As of March 24, 2000, options for an aggregate of 416,755 shares had
been granted and were outstanding, and 250 shares had been exercised under the
1997 Plan, leaving 3,567 shares available for future issuance.
1997 EQUITY INCENTIVE PLAN AS AMENDED
Pursuant to the 1997 Plan, the Compensation Committee is authorized to
grant incentive stock options, non-statutory stock options, stock appreciation
rights ("SARs"), restricted stock or similar securities defined thereunder
(collectively, "Awards"), all in its discretion, to key personnel, consultants
and directors of the Company or one of its affiliates. The number of shares and
vesting schedules for exercise of the Awards are determined by the Compensation
Committee. Incentive stock options are exercisable at the fair market value of
the shares of Common Stock at the time of grant, except in the case of options
granted to persons who own more than 10% of the outstanding Common Stock, who
may only receive options that are exercisable at 110% of such fair market value.
Non-statutory stock options and SARs may be issued with an exercise price no
less than 50% of such fair market value. Options granted under the 1997 Plan are
exercisable for a period of ten years from the date of grant, except that
incentive stock options granted to persons who own more than 10% of the
outstanding Common Stock terminate after five years. The terms and conditions of
incentive stock options are subject to, and comply with, Section 422 of the
Internal Revenue Code. In the event of a change in control of the Company, the
Compensation Committee may: (i) provide for the acceleration of any time period
relating to the exercise or realization of an Award, (ii) provide for the
purchase of an Award upon the recipient's request, (iii) adjust the terms of an
Award to reflect the change in control, (iv) cause an Award to be assumed, or
new rights substituted therefor, by another entity, or (v) make such other
provision as the Compensation Committee may consider equitable and in the best
interests of the Company. The 1997 Plan, as it is proposed to be amended, does
not differ in any material respect from the existing 1997 Plan, other than with
respect to the number of shares authorized and reserved for Award grants. The
foregoing description of
14
<PAGE> 17
the 1997 Plan is only a summary and is qualified in its entirety by reference to
the full text of the 1997 Plan, a copy of which is available upon request from
the Company.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' APPROVING THE
AMENDMENT TO THE 1997 EQUITY INCENTIVE PLAN.
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
(ITEM 3 ON PROXY CARD)
The Board of Directors has selected PricewaterhouseCoopers LLP, independent
accountants, to audit the books, records and accounts of the Company and its
subsidiaries for the fiscal year ending December 31, 2000. In accordance with a
resolution of the Board of Directors, this selection is being presented to the
stockholders for ratification at the meeting.
PricewaterhouseCoopers LLP has no direct or indirect material financial
interest in the Company or its subsidiaries. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the meeting and will be
given the opportunity to make a statement on behalf of PricewaterhouseCoopers
LLP if they so desire. The representatives also will be available to respond to
questions raised by those in attendance at the meeting.
Proxies solicited by management will be voted for ratification of the
selection of PricewaterhouseCoopers LLP unless stockholders specify otherwise.
As discussed at the beginning of this proxy statement, the affirmative vote of a
majority of the outstanding shares of Common Stock is required to ratify the
selection of PricewaterhouseCoopers LLP. Ratification of this appointment is
not, however, required. If the selection is not ratified by the stockholders,
the Board of Directors will not change the appointment for fiscal year 2000, but
will consider the stockholder vote in appointing auditors for fiscal year 2001.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE 'FOR' RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP.
OTHER MATTERS
As of the date of this proxy statement, the management of the Company knows
of no matter not specifically referred to above as to which any action is
expected to be taken at the Annual Meeting of Stockholders. It is intended,
however, that the persons named as proxies will vote the proxies, insofar as
they are not otherwise instructed, regarding such other matters and the
transaction of such other business as may properly be brought before the
meeting, as seems to them to be in the best interest of the Company and its
stockholders.
STOCKHOLDER PROPOSALS
Any stockholder desiring to present a proposal for consideration at the
Company's next annual meeting of stockholders must submit the proposal to the
Company so that it is received at the principal executive offices of the
Company, 43 Bibber Parkway, Brunswick, Maine, 04011, on or before December 22,
2000. Any stockholder desiring to submit a proposal should consult applicable
rules and regulations of the Securities and Exchange Commission and the
Company's Bylaws.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
outstanding shares of Common Stock, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC") and NASDAQ.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Company with copies of all Section 16(a) forms
they file. To the Company's knowledge, all required forms were timely filed in
1999 except for one Form 4 covering five sales of shares of Common Stock by
Martin S. Grimnes.
------------------------
15
<PAGE> 18
THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR FISCAL YEAR 1999 IS BEING
MAILED SIMULTANEOUSLY HEREWITH AND CONTAINS THE FINANCIAL STATEMENTS OF THE
COMPANY.
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR FISCAL YEAR 1999 MAY BE OBTAINED WITHOUT
CHARGE UPON WRITTEN REQUEST TO MARTIN S. GRIMNES, CHIEF EXECUTIVE OFFICER,
BRUNSWICK TECHNOLOGIES, INC., 43 BIBBER PARKWAY, BRUNSWICK, MAINE, 04011.
------------------------
DATED: APRIL 17, 2000
16
<PAGE> 19
BRTCM-PS-00
<PAGE> 20
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
________________________________
BRUNSWICK
TECHNOLOGIES, INC.
________________________________
RECORD DATE SHARES: _________
[Name and Address
of Shareholder]
--------------------
Date
Please be sure to sign and date this Proxy
- ----------------------------------------------------------------------
Stockholder sign here Co-owner sign here
- ----------------------------------------------------------------------
For All For All
1. Election of Directors. To set Nominees Withhold Except
the number of Directors at seven [ ] [ ] [ ]
and to elect the following:
Martin S. Grimnes Max G. Pitcher
William M. Dubay Peter N. Walmsley
Richard J. Corbin Kenneth J. Hatten
NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the nominee(s)
name(s). Your shares will be voted for the remaining nominee(s).
For Against Abstain
2. Approval of an amendment [ ] [ ] [ ]
to the Company's Equity
Incentive Plan to increase
the number of available shares
of common stock available for
awards from 421,740 to 821,470.
For Against Abstain
3. Ratification of the appointment [ ] [ ] [ ]
of PricewaterhouseCoopers LLP
as independent auditors of the
Company.
4. In his discretion, the Proxy is authorized to vote upon any other business
that may properly come before the meeting or at any adjournment(s) thereof.
Mark box at right if an address change or comment has
Been noted on the reverse side of this card. [ ]
- --------------------------------------------------------------------------------
DETACH CARD DETACH CARD
BRUNSWICK
TECHNOLOGIES, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are a number of issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
<PAGE> 21
Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Stockholders, May 16,
2000.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Brunswick Technologies, Inc.
[Name and Address of Shareholder]
<PAGE> 22
BRUNSWICK TECHNOLOGIES, INC.
43 BIBBER PARKWAY
BRUNSWICK, MAINE 04011
ANNUAL MEETING OF STOCKHOLDERS - MAY 16, 2000
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Martin S. Grimnes
as Proxy, with full power of substitution for and on behalf of the undersigned
at the 2000 Annual Meeting of Stockholders of BRUNSWICK TECHNOLOGIES, INC. to be
held at the Marriott at Sable Oaks, 200 Sable Oaks Drive, South Portland, Maine
04106, on Tuesday, May 16, 2000, at 10:00 a.m., and at any adjournment or
adjournments thereof. The undersigned hereby directs the said Proxy to vote in
accordance with his judgment on any matters which may properly come before the
Annual Meeting, all as indicated in the Notice of Annual Meeting, receipt of
which is hereby acknowledged, and to act on the following matters set forth in
such notice as specified by the undersigned.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE
- --------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees, custodians, and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If the shareholder is a corporation, the
signature should be that of an authorized officer who should indicate his or her
title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
_____________________________ ______________________________
_____________________________ ______________________________
_____________________________ ______________________________
