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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Truevision, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Rondal J. Moore, Esq.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box)
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
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4. Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee is calculated and state
how it was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form, Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
[TRUEVISION LOGO OR NAME]
2500 WALSH AVENUE
SANTA CLARA, CALIFORNIA 95051
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 24, 1996
TO THE STOCKHOLDERS OF TRUEVISION, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
TRUEVISION, INC., a Delaware corporation (the "Company"), will be held on
Thursday, October 24, 1996 at 10:00 a.m. local time at the Company's offices at
2500 Walsh Avenue, Santa Clara, California, for the following purposes:
1. To elect directors to serve for the ensuing year and until their
successors have been duly elected and qualified.
2. To approve the Company's Amended 1988 Incentive Stock Plan, as
amended, to increase the aggregate number of shares of Common Stock
authorized for issuance under such plan by 600,000 shares.
3. To ratify the selection of Price Waterhouse LLP as independent
auditors of the Company for its fiscal year ending June 28, 1997.
4. To transact such other business as may properly come before the
meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on September 16,
1996, as the record date for the determination of stockholders entitled to
notice of and to vote at this Annual Meeting and at any adjournment or
postponement thereof.
By Order of the Board of Directors
/s/ R. John Curson
----------------------
R. JOHN CURSON
Secretary
Santa Clara, California
September 20, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
TRUEVISION, INC.
2500 WALSH AVENUE
SANTA CLARA, CALIFORNIA 95051
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 24, 1996
--------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Truevision, Inc., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held on October 24, 1996, at 10:00 a.m. local time
(the "Annual Meeting"), or at any adjournment or postponement thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting. The
Annual Meeting will be held at the Company's offices, 2500 Walsh Avenue, Santa
Clara, California. The Company intends to mail this proxy statement and
accompanying proxy card on or about September 20, 1996 to all stockholders
entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses, fiduciaries
and custodians holding in their names shares of Common Stock beneficially owned
by others to forward to such beneficial owners. The Company may reimburse
persons representing beneficial owners of Common Stock for their costs of
forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on
September 16, 1996 will be entitled to notice of and to vote at the Annual
Meeting. At the close of business on September 16, 1996 the Company had
outstanding and entitled to vote 12,675,740 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon. With respect to the
election of directors, stockholders may exercise cumulative voting rights.
Under cumulative voting, each holder of Common Stock will be entitled to six
votes for each share held. Each stockholder may give one candidate, who has
been nominated prior to voting, all the votes such stockholder is entitled to
cast or may distribute such votes among as many such candidates as such
stockholder chooses.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
1.
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REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, at 2500
Walsh Avenue, Santa Clara, California 95051, a written notice of revocation or a
duly executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1997 Annual Meeting of Stockholders must be received by the Company
not later than May 23, 1997 in order to be included in the proxy statement
relating to that Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The Bylaws of the Company presently provide that the authorized number of
directors shall be between five and nine. At the Annual Meeting, six directors
will be elected to serve until the next Annual Meeting and until their
successors are elected and qualified. The Company intends to nominate for
election as directors the six persons named below, all of whom are incumbent
directors. All of these nominees have indicated that they are able and willing
to serve as directors. In the event that any nominee of the Company is unable
or declines to serve as a director at the time of the Annual Meeting, the
proxies will be voted for any nominee who shall be designated by the present
Board of Directors to fill the vacancy. In the event that additional persons
are nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner in accordance with cumulative voting
as will assure the election of as many of the nominees listed below as possible,
and, in such event, the specific nominees to be voted for will be determined by
the proxy holders.
Each of the six nominees for director who receives the greatest number of
votes will be elected. A stockholder may, prior to the vote being taken,
indicate his or her intention to cumulate votes. In such a case, each
stockholder would be entitled to that number of votes as equals the number of
shares of Common Stock held by such stockholder multiplied by six and would be
entitled to allocate those votes to any one or more nominees for director in the
stockholder's discretion. Each of the six nominees for director who received
the greatest number of votes would be elected. In any case, abstentions and
broker non-votes are not considered in elections for director.
Unless otherwise instructed, the proxyholders intend to vote the shares of
Common Stock represented by the proxies in favor of the election of these
nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NOMINEE.
INFORMATION CONCERNING NOMINEES
The Company's nominees are listed below together with their ages and
positions with the Company prior to the Annual Meeting:
2.
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Name Age Position with the Company
- ---- --- -------------------------
Walter W. Bregman(1)(2) 62 Chairman of the Board of Directors
Louis J. Doctor 38 President, Chief Executive Officer and
Director
Gordon E. Eubanks, Jr.(2) 49 Director
William H. McAleer(2) 45 Director
Kieth E. Sorenson 48 Director
Conrad J. Wredberg(1) 55 Director
- --------------
(1) Audit Committee Member
(2) Compensation Committee Member
All directors are elected at the Annual Meeting of Stockholders to serve
until the following Annual Meeting and until their successors are duly elected
and have been qualified. There are no family relationships among any officers
or directors of the Company.
Mr. Bregman has been a director of the Company since July 1991 and Chairman
of the Board of Directors since December 1994. He has been Chairman and Co-CEO
of S&B Enterprises, a consulting firm, since March 1988, and since December 1992
has been President and CEO of Golf Scientific, Inc., a company that produces and
sells golf instructional equipment. From July 1985 until June 1987, he was
President and owner of the Cormorant Beach Club. Prior to July 1985, he served
as President of International Playtex Inc. He is also a director of Symantec,
Inc.
Mr. Doctor has been President and Chief Executive Officer since he joined
the Company in October 1994. Prior to joining the Company, he was President of
The Arbor Group since May 1994, a company that offers corporate clients
strategic services in the technology arena. He also held positions of Executive
Vice President and Vice President of Business Development at SuperMac
Technology, Inc., a computer graphics peripherals manufacturer, from June 1991
to April 1994. In March 1981, Mr. Doctor co-founded Raster Technologies, a
manufacturer of high-end graphics and imaging systems, and served as its
President until January 1989. Mr. Doctor was an independent consultant from
January 1989 to 1991.
Mr. Eubanks is currently President, CEO and a director of Symantec
Corporation, a leading developer of application and utility software for PC and
Macintosh computers. Mr. Eubanks has been a director since November 1983, and
has served as President and CEO since October 1986. Previously, Mr. Eubanks was
Vice President of Digital Research, Inc.'s commercial systems division where he
was responsible for the development and marketing of all systems software
products; he left Digital Research in September 1983. Mr. Eubanks then founded
C&E Software, which merged with Symantec in 1983. In 1985, he created Turner
Hall Publishing, a division of Symantec devoted to publishing third-party
software. Mr. Eubanks is a former President of the Software Publishers
Association. He is also a director of NetFrame Systems Incorporated.
Mr. McAleer is currently President of e.liance Partners which provides
venture financing and transaction advisory services to technology companies.
From 1988 to 1994, he was Vice President of Finance, Chief Financial Officer and
Secretary of Aldus Corporation ("Aldus"), a software publishing company. At
Aldus, Mr. McAleer was responsible for finance, legal and business development
activities, including that company's merger with Adobe Systems in 1994. Prior
to joining Aldus, he was Vice President, Finance and Administration with Ecova
Corporation from 1987 to 1988 and also served as Vice President and Corporate
Controller for Westin Hotels and Resorts.
Mr. Sorenson, a founder of the Company, has served as a director since June
1987. He also served as Chairman of the Board of Directors from June 1987 until
December 1994, as Chief Executive Officer from June 1987 until September 1993
and as President from June 1987 until May 1993. Mr. Sorenson has been President
of Autronix since January 1996. He has also been a partner with Sorenson,
Thomas & Co., an investment management firm, since January 1995. From September
1979 to June 1987, Mr. Sorenson was employed by
3.
<PAGE>
Ramtek Corporation, a manufacturer of computer graphic systems, where he most
recently held the position of Vice President of Engineering and Product
Development.
Mr. Wredberg has been a director of the Company since October 1992. In
April 1995, he became President of the Transmission Systems Business Division of
the Broad Band Communications Group of Scientific Atlanta, Inc., a
telecommunications services and products company. Previously, he had been
President and General Manager of American Microsystems, Inc. ("AMI"), a
manufacturer of integrated circuits, for eight years. He joined AMI in 1985 as
Vice President of Manufacturing and became Senior Vice President of Operations
in 1986. Prior to his joining AMI, Mr. Wredberg worked at Mostek Corporation, a
subsidiary of United Technologies Corporation, where he most recently held the
position of Vice President of Quality Assurance.
BOARD OF DIRECTORS COMMITTEES AND MEETINGS
During the fiscal year ended June 29, 1996, the Board of Directors held
seven meetings. The Board of Directors has an Audit Committee and a
Compensation Committee. During fiscal 1996, all directors except
Messrs. Eubanks and Wredberg attended at least 75% of the aggregate of the
meetings of the Board of Directors and of the committees on which they served,
held during the period for which they were a director or committee member,
respectively.
The Audit Committee currently consists, and during fiscal 1996 consisted,
of Messrs. Bregman and Wredberg. The Audit Committee met one time during fiscal
1996. The Audit Committee approves the engagement of the Company's independent
auditors and services to be performed by such independent auditors and reviews
the Company's accounting principles and its system of internal accounting
controls.
The Compensation Committee currently consists, and during fiscal 1996
consisted, of Messrs. Bregman, Eubanks and McAleer. The Compensation Committee
met six times during fiscal 1996. The Compensation Committee reviews and
approves the Company's executive compensation policy, makes recommendations
concerning the Company's employee benefit policies and approves salaries of and
bonuses and option grants to employees, including officers and eligible
directors.
The Board has no Nominating Committee or a committee performing similar
functions.
4.
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PROPOSAL 2
APPROVAL OF THE AMENDED 1988 INCENTIVE STOCK PLAN
In February 1988, the Board of Directors adopted, and the stockholders
subsequently approved, the Company's Amended 1988 Incentive Stock Plan (the
"Option Plan"). As a result of a series of amendments, at October 24, 1995
there were 3,041,300 shares of the Company's Common Stock reserved for issuance
under the Option Plan.
At August 15, 1996, options (net of canceled or expired options) covering
an aggregate of 2,892,989 shares of the Company's Common Stock had been granted
under the Option Plan, and 148,311 shares (plus any shares that might in the
future be returned to the plan as a result of cancellations or expiration of
options) remained available for future grant. During fiscal 1996, the Company
granted to all current executive officers as a group, options to purchase
235,000 shares at exercise prices of $7.25 to $7.875 per share and to all
employees (excluding executive officers) as a group options to purchase 764,250
shares at exercise prices of $4.125 to $9.25 per share.
In August 1996, the Board of Directors approved an amendment increasing the
number of shares reserved for issuance under the Option Plan by an additional
600,000 shares, for an aggregate of 3,641,300 shares reserved for issuance under
the Option Plan. The Board of Directors adopted this amendment to ensure that
the Company can continue to grant stock options to employees at levels
determined appropriate by the Board of Directors and the Compensation Committee.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve the amendment to the Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
The essential features of the Option Plan are outlined below:
GENERAL
The Option Plan gives the Board of Directors, or a committee which the
Board of Directors appoints, authority to grant options to purchase Common Stock
and stock purchase rights. Options granted under the Option Plan may be either
"incentive stock options" as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), or nonstatutory stock options, at the
discretion of the Board of Directors or its committee.
PURPOSES
The purposes of the Option Plan are to attract and retain the best
available personnel for the Company, to provide additional incentive to the
employees of the Company and to promote the success of the Company's business.
ADMINISTRATION
The Board of Directors is authorized to administer the Option Plan or
delegate administration to a committee of the Board of Directors. The Board of
Directors has delegated administration of the Option Plan to the Compensation
Committee. As used herein with respect to the Option Plan, the "Board of
Directors" refers to the Compensation Committee as well as to the Board of
Directors.
5.
<PAGE>
ELIGIBILITY
The Option Plan provides that stock options and stock purchase rights may
be granted to employees (including officers and directors who are also
employees) and consultants of the Company and its parent or subsidiaries.
However, incentive stock options may be granted only to employees. The Board of
Directors selects the participants and determines the number of shares to be
subject to each stock option or stock purchase right.
EXERCISE PRICE
The per share exercise price for shares issued pursuant to options or stock
purchase rights granted under the Option Plan is determined by the Board of
Directors and must not be less than 100% of the fair market value of the Common
Stock on the date of grant in the case of incentive stock options, and 85% of
the fair market value of the Common Stock on the date of grant in the case of
nonstatutory stock options or stock purchase rights. Fair market value per
share is the closing price as reported on the Nasdaq National Market on the date
of grant. Incentive and nonstatutory stock options granted to stockholders
owning more than 10% of the Company's outstanding stock are subject to the
additional restriction that the exercise price must be at least 110% of the fair
market value on the date of grant.
OPTIONS
Each option is evidenced by a written agreement between the Company and the
person to whom such option is granted. The Board of Directors determines the
terms of the options granted under the Option Plan. Each option shall be
designated either an incentive stock option or a nonstatutory stock option
except that, to the extent that the aggregate fair market value of the shares
with respect to which options designated as incentive stock options are
exercisable for the first time by an optionee during any calendar year (under
the Option Plan and all other plans of the Company) exceeds $100,000, such
excess options shall be treated as nonstatutory stock options. Options granted
prior to November 1988 typically vest ratably each month over a three-year
period, and options granted after November 1988 typically vest with respect to
25% of the option shares after one year and ratably each month over the
following three years with respect to the remaining 75% of the shares. Pursuant
to the Option Plan, options may be subject to the following additional terms and
conditions.
TERM OF OPTIONS. The term of each option granted under the Option Plan is
ten years from the date of grant in the case of incentive stock options and ten
years and one day in the case of nonstatutory stock options, unless a shorter
period is provided for in the stock option agreement. However, options granted
to an optionee who, at the time of the grant, owns stock representing more than
ten percent (10%) of the Company's outstanding stock, expire five years from the
date of grant in the case of incentive stock options and five years and one day
from the date of grant in the case of nonstatutory stock options.
EXERCISE OF OPTION. An option is exercised by giving written notice of
exercise to the Company specifying the number of full shares of Common Stock to
be purchased and tendering payment of the purchase price to the Company. The
method of payment of the exercise price of the shares purchased upon exercise of
an option is determined by the Board of Directors, and may include cash, check,
use of a promissory note, surrender of shares of Common Stock held for at least
six months, or any combination of the foregoing.
TERMINATION OF EMPLOYMENT. If an optionee's employment or consulting
relationship with the Company is terminated for any reason other than death or
permanent disability, options outstanding under the Option Plan may be exercised
within 30 days (or such other period of time as determined by the Board of
Directors, not to exceed certain limits) after the date of such termination to
the extent the options were exercisable on the date of termination.
DISABILITY. If an optionee's employment by the Company terminates because
of total and permanent disability, options outstanding under the Option Plan may
be exercised within six months (or such other period of time as determined by
the Board of Directors not to exceed certain limits, but in no event later than
the date of
6.
<PAGE>
expiration of the term of such option) after termination to the extent such
options were exercisable at the date of termination.
DEATH OF OPTIONEE. If an optionee should die while employed by the
Company, options may be exercised at any time within six months (or such other
period of time as determined by the Board of Directors not to exceed certain
limits, but in no event later than the date of expiration of the term of such
option) after death to the extent the options were exercisable at the date of
death.
STOCK PURCHASE RIGHTS
Each stock purchase right is evidenced by a written agreement between the
Company and the person to whom such right is granted. The Board of Directors
determines the terms relating to the right, including the time within which such
person must accept the offer to purchase, which shall in no event exceed six
months from the date of grant. Unless the Board of Directors determines
otherwise, the Company will have a right to repurchase shares in the event of
termination of the purchaser's employment. Such repurchase right will lapse at
a rate determined by the Board of Directors.
OTHER PROVISIONS
Options or stock purchase rights granted under the Option Plan may contain
other terms, provisions and conditions not inconsistent with the Option Plan as
may be determined by the Board of Directors.
NONTRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS
Options and stock purchase rights granted under the Option Plan may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the optionee or purchaser, only by such
optionee or purchaser.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION OR MERGER
In the event any change is made in the Company's capitalization, such as a
stock split or reverse stock split, appropriate adjustment shall be made to the
purchase price and to the number of shares subject to the stock option or stock
purchase right. In the event of the proposed dissolution or liquidation of the
Company, all options will terminate immediately prior to the consummation of
such action, unless otherwise provided by the Board of Directors. The Board of
Directors may, in its sole discretion, accelerate the time which options may be
exercised prior to such dissolution or liquidation. In the event of a proposed
sale of all or substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, the successor corporation shall
assume all outstanding options or substitute new options therefor. If the
successor corporation refuses to assume or substitute for outstanding options,
the Board of Directors shall provide for the exercisability of such options to
accelerate in full prior to such event, and the termination, to the extent such
options are not exercised, upon completion of such event.
AMENDMENT AND TERMINATION OF THE OPTION PLAN
The Board of Directors may amend or terminate the Option Plan from time to
time in such respects as the Board of Directors may deem advisable without
approval of the stockholders; provided, however, that stockholder approval of
amendments to the Option Plan shall only be required to the extent necessary to
comply with Rule 16b-3 or Section 422 of the Code (or any other applicable law
or regulation).
In any event, the Option Plan shall terminate in 1998. Any options or
stock purchase rights outstanding under the Option Plan at the time of its
termination shall remain outstanding until they expire by their terms.
7.
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FEDERAL INCOME TAX INFORMATION
Options granted under the Option Plan may be either "incentive stock
options," as defined in Section 422 of the Code, or nonstatutory stock options.
An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,
although the exercise may subject the optionee to the alternative minimum tax.
Upon the sale or exchange of the shares more than two years after grant of the
option and one year after exercising the option, any gain or loss will be
treated as long-term capital gain or loss. If both of these holding periods are
not satisfied, the optionee will recognize ordinary income at the time of sale
or exchange equal to the difference between the exercise price and the lower of
(i) the fair market value of the shares at the date of the option exercise or
(ii) the sale price of the shares. A different rule for measuring ordinary
income upon such a premature disposition may apply if the optionee is also an
officer, director, or 10% stockholder of the Company. The Company will be
entitled to a deduction in the same amount as the ordinary income recognized by
the optionee. Any gain or loss recognized on such a premature disposition of
the shares in excess of the amount treated as ordinary income will be
characterized as long-term or short-term capital gain or loss, depending on the
holding period.
All other options which do not qualify as incentive stock options are
referred to as nonstatutory stock options. An optionee will not recognize any
taxable income at the time he or she is granted a nonstatutory stock option.
However, upon its exercise, the optionee will recognize taxable income generally
measured as the excess of the then fair market value of the shares purchased
over the purchase price. Any taxable income recognized in connection with an
option exercise by an optionee who is also an employee of the Company will be
subject to tax withholding by the Company. Upon resale of such shares by the
optionee, any difference between the sales price and the optionee's purchase
price, to the extent not recognized as taxable income as described above, will
be treated as long-term or short-term capital gain or loss, depending on the
holding period.
The Company will be entitled to a tax deduction in the same amount as the
ordinary income recognized by the optionee with respect to shares acquired upon
exercise of a nonstatutory stock option.
The foregoing summary of the effects of federal income taxation upon the
participant and the Company with respect to the purchase of shares under the
Option Plan does not purport to be complete, and reference should be made to the
applicable provisions of the Code. In addition, this summary does not discuss
the tax implications of an optionee's death or the provisions of the income tax
laws of any municipality, state or foreign country in which the participant may
reside.
PROPOSAL 3
RATIFICATION OF THE APPOINTMENT OF PRICE WATERHOUSE LLP
AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JUNE 28, 1997
Price Waterhouse LLP have been the independent auditors for the Company
since 1988 and, upon recommendation of the Audit Committee, their appointment as
independent auditors for the 1997 fiscal year has been approved by the Board of
Directors, subject to ratification by the stockholders.
Stockholder ratification of the selection of Price Waterhouse LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board of Directors is submitting the selection of Price
Waterhouse LLP to the stockholders for ratification as a matter of good
corporate practice. If the stockholders fail to ratify the selection, the Audit
Committee and the Board of Directors will reconsider whether or not to retain
that firm. Even if the selection is ratified, the Audit Committee and the Board
of Directors in their discretion may direct the appointment of different
independent auditors at any time during the year if they determine that such a
change would be in the best interests of the Company and its stockholders.
8.
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The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the meeting will be
required to approve the appointment of Price Waterhouse LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
Representatives of Price Waterhouse LLP are expected to be present at the
meeting and will be given an opportunity to make a statement, if they so desire,
and to answer appropriate questions.
9.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of August 1, 1996 by (i) all those
known by the Company to be the beneficial owner of more than 5% of the Company's
Common Stock, (ii) each director and nominee for director, (iii) each of the
executive officers named in the Summary Compensation Table and (iv) all
directors and executive officers as a group.
BENEFICIAL OWNERSHIP (1)
--------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL
- ---------------- --------- ----------
Scitex Corporation Ltd. 1,820,000 13.6%
P.O. Box 330
46103 Herzlia B, Israel
Entities affiliated with 21st Century 930,900 7.0%
Communications Partners, L.P.(2)
767 Fifth Avenue
45th Floor
New York, New York 10153
Louis J. Doctor (3) 309,342 2.3%
Carl C. Calabria (4) 187,500 1.4%
William M. Carter (5) 46,041 *
R. John Curson (6) 59,166 *
Robert J. O'Brien (7) 67,116 *
Walter W. Bregman (8) 35,975 *
Gordon E. Eubanks, Jr. (9) 2,500 *
William H. McAleer (10) 4,900 *
Kieth E. Sorenson (11) 3,325 *
Daniel D. Tompkins 0 *
Conrad J. Wredberg (12) 11,875 *
All executive officers and directors as a
group (13 persons)(13) 757,534 5.7%
- -------------------
* Less than one percent (1%).
(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the Securities
and Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in
this table has sole voting and investment power with respect to the shares
indicated as beneficially owned. Applicable percentages are based on
13,368,086 shares outstanding on August 1, 1996 as adjusted as required by
rules promulgated by the SEC.
(2) Includes shares held by 21st Century Communications Partners, L.P. (631,175
shares, including a warrant to purchase 126,235 shares), 21st Century T-E
Partners, L.P. (214,750 shares, including a warrant to purchase 42,950
shares) and 21st Century Communications Foreign Partners, L.P. (84,975
shares, including a warrant to purchase 16,995 shares).
(3) Includes 233,333 shares of Common Stock issuable pursuant to a warrant
exercisable within 60 days.
(4) Includes 97,500 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
10.
<PAGE>
(5) Includes 46,041 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(6) Includes 59,166 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(7) Includes 43,750 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(8) Includes 20,000 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(9) Includes 2,500 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(10) Includes 2,500 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(11) Includes 3,125 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(12) Includes 9,375 shares of Common Stock issuable pursuant to options
exercisable within 60 days.
(13) Includes 313,206 shares subject to stock options held by all officers and
directors exercisable within 60 days of the date of this table, and 419,513
shares issuable upon the exercise of currently exercisable warrants held by
an officer and by entities affiliated with a five percent (5%) stockholder.
See Notes (2) through (12) above.
11.
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives a per meeting fee of
$1,500. In the fiscal year ended June 29, 1996, the total compensation paid to
non-employee directors was $49,500. The members of the Board of Directors are
also eligible for reimbursement for their expenses incurred in connection with
their service as director.
Each non-employee director of the Company also receives stock option grants
under the Amended and Restated 1991 Director Option Plan (the "Director Plan").
Only non-employee directors of the Company or an "affiliate" of the Company (as
defined in the Code) are eligible to receive options under the Director Plan.
Options granted under the Director Plan are not intended to qualify as incentive
stock options under the Code.
The Director Plan provides for the grant of nonstatutory stock options to
non-employee directors of the Company. Under the terms of the Director Plan as
amended, (i) each person who becomes a non-employee director shall receive, on
the date such person joins the Board, an option to purchase 10,000 shares which
shall become exercisable at the rate of 25% per year for four years following
the date of grant, (ii) each non-employee director who is a member of the Board
of Directors immediately before the Company's Annual Meeting of Stockholders
(the "Annual Meeting Date") and remains a member of the Board of Directors
immediately after such Annual Meeting Date, shall receive on the Annual Meeting
Date, for so long as such non-employee director remains a member of the Board of
Directors, an additional option to purchase 2,500 shares of Common Stock subject
to four-year vesting from the date of grant similar to the vesting provisions
set forth above, and (iii) each non-employee director who becomes Chairman of
the Board on or after December 16, 1994 shall receive an option to purchase
25,000 shares of Common Stock, which shall become exercisable at the rate of 25%
per year for four years. During fiscal 1996, the Company granted options
covering 2,500 shares to each non-employee director of the Company, at an
exercise price per share of $7.625, the fair market value (based on the closing
sales price reported in the Nasdaq National Market for the date of grant). As
of September 1, 1996, no options had been exercised under the Director Plan.
12.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
The Summary Compensation Table is designed to enable stockholders to
understand clearly compensation for the last fiscal year and to identify trends
in the Company's compensation of its top managers. The Summary Compensation
Table includes individual compensation information on the Company's Chief
Executive Officer and its other four most highly compensated executive officers
who received compensation during fiscal 1996 (the "Named Executive Officers"):
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------------------------- ---------------
Other Securities All
Name and Principal Annual Underlying Other
Position Year Salary($) Bonus($) Compensation($) Options(#) Compensation($)
- ----------------------- ---- ------- -------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Louis J. Doctor (1) 1996 170,000 -- 2,000(2) 40,000 --
President & CEO 1995 124,052 -- 1,000(2) 400,000(3) --
1994 -- -- -- -- --
Carl C. Calabria 1996 150,000 -- 2,000(2) 30,000 --
Sr. V.P. Engineering 1995 157,250 -- 1,000(2) 150,000 39,369(4)
1994 167,623 -- -- 15,000 11,051(4)
William M. Carter(5) 1996 128,973 -- 2,472(2) 30,000 --
V.P. Operations 1995 24,918 -- -- 130,000 --
1994 -- -- -- -- --
R. John Curson 1996 130,000 -- 2,255(2) 30,000 --
Sr. V.P. & CFO 1995 140,000 -- 4,000(2) 140,000(6) --
1994 93,949 -- 5,250(2) 80,000 --
Robert J. O'Brien (7) 1996 160,765 -- 2,000(2) 70,000 --
Sr. V.P. Worldwide 1995 91,167 20,000(8) 1,000(2) 100,000 --
Sales 1994 -- -- -- -- --
</TABLE>
- ---------------
(1) Mr. Doctor commenced employment with the Company in October 1994.
(2) Represents matching contributions under the Company's 401(k) program for
Messrs. Doctor, Calabria and Carter and matching contributions under the
Company's 401(k) program and an auto allowance for Messrs. Curson and
O'Brien.
(3) Mr. Doctor was issued a warrant to purchase 400,000 shares of Common Stock.
(4) Represents relocation allowance.
(5) Mr. Carter commenced employment with the Company in April 1995.
(6) Stock options to purchase 80,000 shares were surrendered on November 10,
1994. A new option was issued for the purchase of 140,000 shares on
November 10, 1994.
(7) Mr. O'Brien commenced employment with the Company in December 1994.
(8) Represents a bonus for accepting employment.
13.
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
All stock options granted to the Named Executive Officers in fiscal 1996
are disclosed in the following table. This table discloses, for each named
executive, the gain or "spread" that would be realized if the options were
exercised on the expiration date, assuming that the Company's stock had
appreciated at the level indicated, compounded annually over the life of the
options.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable Value
-------------------------------------------------------- at Assumed Annual Rates
Number of % of Total of Stock Price Appreciation
Securities Options Granted Exercise for Option Terms (2)
Underlying to Employees in Price Expiration ---------------------------
Name Options (#)(1) Fiscal Year ($/Sh) Date 5%($) 10%($)
- ----------------- -------------- --------------- -------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Louis J. Doctor 40,000 4.0 $7.25 10/03/05 182,379 462,185
Carl C. Calabria 30,000 3.0 $7.25 10/03/05 136,785 346,639
William M. Carter 30,000 3.0 $7.25 10/03/05 136,785 346,639
R. John Curson 30,000 3.0 $7.25 10/03/05 136,785 346,639
Robert J. O'Brien 30,000 3.0 $7.25 10/03/05 136,785 346,639
40,000 4.0 $7.875 10/30/05 198,102 502,029
</TABLE>
- ---------------------
(1) Stock options are granted with an exercise price equal to the fair market
value of the Company's Common Stock on the date of grant. Options under
the Company's Amended 1988 Incentive Stock Plan generally become
exercisable 25% one year after issuance and 1/48th each month thereafter
for 36 months. The term of each option granted is generally the earlier of
(i) ten years or (ii) 30 days after termination of the holder.
(2) The 5% and 10% assumed rates of appreciation are derived from the rules of
the Securities and Exchange Commission and do not represent the Company's
estimate or projection of the future Common Stock price.
14.
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
This table discloses the aggregate dollar value realized upon exercise of
stock options in the last fiscal year by the Named Executive Officers who
received compensation during fiscal 1996. For each named executive, the table
also includes the total number of unexercised options and the aggregate dollar
value of in-the-money unexercised options held at the end of the last completed
fiscal year, separately identifying the exercisable and unexercisable options.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of In-The-Money
Options Options as of
Shares as of June 29, 1996 June 29, 1996(1)($)
Acquired on Value ---------------------------- ----------------------------
Name Exercise(#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ------------------- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Louis J. Doctor(2) 0 0 233,333 206,667 1,108,332 981,668
Carl C. Calabria 30,000 157,187 115,103 129,897 300,584 447,540
William M. Carter 0 0 37,916 122,084 127,967 318,284
R. John Curson 5,000 31,250 50,416 114,583 239,476 409,269
Robert J. O'Brien 0 0 37,500 132,500 178,125 304,375
</TABLE>
- ----------------
(1) Valuations above for unexercised in-the-money options are based on the
difference between the option price and fair market value at June 29, 1996
($7.50 per share).
(2) Mr. Doctor was granted a warrant to purchase 400,000 Shares of the
Company's Common Stock. One hundred thousand of such shares became
exercisable on January 1, 1995. The remaining shares will become
exercisable at a rate of 6,666.67 per month, such that the warrant will be
fully exercisable on October 1, 1998.
15.
<PAGE>
EMPLOYMENT AGREEMENTS
In connection with the Company's employment of Mr. Doctor, the Company has
agreed to pay Mr. Doctor $170,000 per year and has granted Mr. Doctor a warrant
to purchase 400,000 shares of the Company's Common Stock (the "Warrant"). One
hundred thousand shares subject to the Warrant became exercisable on January 1,
1995 and the remaining shares become exercisable at a rate of 6,666.67 shares
per month thereafter such that the Warrant will be fully exercisable on October
1, 1998. Upon a change of control of the Company, the vesting period will
accelerate and the warrant will thereupon become fully exercisable. In
addition, the Company has agreed that upon the occurrence of such event, if Mr.
Doctor becomes subject to the "golden parachute" provisions of the Code by
virtue of such change in control, the Company will reimburse Mr. Doctor for any
additional taxes owed upon the exercise of the Warrant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No current member of the Compensation Committee is an officer or employee
of the Company.
16.
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS INTRODUCTION(1)
INTRODUCTION
During fiscal 1996, the Compensation Committee of the Board of Directors
consisted of Messrs. Bregman, McAleer and Eubanks. None of the members of the
Compensation Committee were officers or employees of the Company during fiscal
1996. The Compensation Committee establishes the general compensation policies
for the Company's executive officers.
PHILOSOPHY
The Compensation Committee believes that the Company must provide the
executive officers of the Company with compensation competitive with peer
companies in order to attract and retain experienced employees critical to the
success of the Company in meeting its performance and strategic objectives and
to maximize stockholder value. The Compensation Committee believes that the
compensation of the executive officers, including the Chief Executive Officer,
should be related to the Company's long-term performance. Accordingly, the
Compensation Committee attempts to place greater emphasis on equity-based
incentive compensation over base compensation. With respect to Section 162(m)
of the Code (which limits deductibility of executive compensation exceeding $1
million per individual per year unless certain conditions are met), the
Company's compensation plans currently do not qualify for an exemption from
Section 162(m); however, the Compensation Committee continues to evaluate such
plans in light of Section 162(m). The Company has entered into an agreement
with its Chief Executive Officer to compensate him in the event he is adversely
affected by Section 162(m). See "Compensation of Chief Executive Officer,"
below.
COMPENSATION PLANS
For executive officers, compensation is comprised of three elements: Base
Compensation, Short-Term Incentive Compensation and Long-Term Incentive
Compensation.
BASE COMPENSATION. Base compensation is established by reviewing the
salaries of executive officers of comparably-sized peer companies (which
companies do not necessarily reflect those included in the Hambrecht & Quist
Technology Index shown on the Company's Performance Measurement Comparison
Graph), the Company's financial performance during the past year and individual
performance of the executives during the past year. Consistent with its
philosophy, the Company generally attempts to set the base compensation levels
of its executive officers somewhat below the amounts paid to employees with
similar levels of responsibility at comparably-sized peer companies. Factors
relating to the Company's financial performance that may be relevant to
increasing or decreasing base salary include revenues and earnings. Factors
relating to individual performance that are assessed in setting base
compensation vary based on particular duties and areas of responsibility of the
individual officer. The establishment of base compensation involves a
subjective assessment and weighing of the foregoing criteria and is not based on
any specific formula. Based on the above considerations, the base salaries of
the executive officers were not increased during fiscal 1996.
SHORT-TERM INCENTIVE COMPENSATION. Short-term incentive compensation is
directly related to the Company's achievement of revenue and earnings goals.
Early in each fiscal year, the Compensation Committee establishes specified
targets, generally with respect to revenues and earnings and in certain cases
with respect to the items based on a particular executive officer's duties and
areas of responsibility, and provides for the granting of stock options subject
to accelerated vesting based on the Company's performance against such targets.
During fiscal 1996, because the Company did not meet a minimum established
earnings level, there was no acceleration of the vesting of such options.
- ------------------
(1) This section is not "soliciting material," is not deemed "filed" with the
SEC, and is not to be incorporated by reference in any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act, whether made
before or after the date hereof and irrespective of any general incorporation
language in any such filing.
17.
<PAGE>
LONG-TERM INCENTIVE COMPENSATION. Long-term incentive compensation is
comprised of stock options which are the Company's only long-term compensation
element. This program is intended to provide additional incentives to the
executive officers to maximize stockholder value. All options are granted at
the current market price and utilize vesting periods which encourage executive
officers to remain with the Company. Equity compensation is granted based on
the Compensation Committee's judgment in each case based on the individual
circumstances of each executive officer.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
Mr. Doctor's compensation was established consistent with the philosophy
described above. Mr. Doctor's base salary ($170,000 per year) was set somewhat
below the level consistent with other Chief Executive Officers at
comparably-sized, peer companies. Mr. Doctor's base salary for fiscal 1996 did
not increase from his base salary for fiscal 1995. During fiscal 1995, Mr.
Doctor was granted a warrant to purchase 400,000 shares of the Company's Common
Stock, 100,000 shares of which became exercisable on January 1, 1995 and the
remainder of which becomes exercisable at a rate of 6,666.67 shares per month
thereafter. Upon a change of control of the Company, the vesting period will
accelerate and the warrant will thereupon become fully exercisable. In
addition, during fiscal 1996, Mr. Doctor was granted an option to purchase
40,000 shares of Common Stock pursuant to the short-term incentive compensation
plan described above. No shares of this option vested during fiscal 1996
because the Company did not meet a minimum established earnings level.
THE MEMBERS OF THE COMPENSATION COMMITTEE FOR FISCAL YEAR 1996
Walter W. Bregman
William H. McAleer
Gordon E. Eubanks Jr.
18.
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON(1)
The Securities and Exchange requires a comparison on an indexed basis of
cumulative total stockholder return for the Company, a relevant broad equity
market index and a published industry line-of-business index. The following
graph shows a five-year comparison of cumulative stockholder return of an
investment of $100 in cash on June 30, 1991 in (i) the CRSP Total Return Index
for the Nasdaq Stock Market (U.S. Companies) (the "Nasdaq Composite Index"),
(ii) the Hambrecht & Quist ("H&Q") Technology Index, and (iii) the Company's
Common Stock. The H&Q Technology Index is composed of approximately 200
technology companies in the semiconductor, electronics, medical, and related
technology industries. Historic stock price performance is not necessarily
indicative of future stock price performance. All values assume reinvestment of
full amount of all dividends and are calculated as of June 30th of each year.
Comparison of Five-Year Cumulative Total Return on Investment(2)
6/91 6/92 6/93 6/94 6/95 6/96
---- ---- ---- ---- ---- ----
TRUEVISION, INC. $100 $ 56 $ 43 $ 21 $ 27 $ 35
NASDAQ STOCK MARKET-US 100 120 151 153 204 261
HAMBRECHT & QUIST TECHNOLOGY 100 114 139 141 236 280
* $100 INVESTED on 6/30/91 IN STOCK OR INDEX INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JUNE 30.
- -------------------
(1) This section is not "soliciting material," is not deemed "filed" with the
SEC, and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing.
(2) The total return on investment (change in stock price plus reinvested
dividends) for the Company, the Nasdaq Composite Index and the H&Q
Technology Index, based on June 30, 1991 = 100.
19.
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Scitex Corporation Ltd. ("Scitex"), a five percent stockholder of the
Company, was also a purchaser of certain products manufactured by the Company
during fiscal 1996. The Company has also agreed to negotiate in good faith
toward a program of strategic cooperation with Scitex. Aggregate sales to
Scitex by the Company during the fiscal year ended June 29, 1996 were
approximately $1,050,000
COMPLIANCE WITH THE REPORTING REQUIREMENTS OF SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities,
to file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended June 29, 1996, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with; except one report of one
transaction was not filed by Mr. McAleer.
20.
<PAGE>
OTHER MATTERS
OTHER BUSINESS
The Board of Directors is not aware of any other business to be presented
at the Annual Meeting. If any other matters should properly come before the
meeting, it is intended that the persons named in the accompanying form of Proxy
will vote such proxy in accordance with their best judgment on such matters.
1996 ANNUAL REPORT TO STOCKHOLDERS AND 1996 ANNUAL REPORT ON FORM 10-K
A copy of the 1996 Annual Report to stockholders accompanies this Proxy
Statement. Truevision's Annual Report on Form 10-K for the year ended June 29,
1996, as filed with the Securities and Exchange Commission, containing full
audited financial statements and financial statement schedule also accompanies
this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS.
Santa Clara, California
September 20, 1996
21.
<PAGE>
TRUEVISION, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 24, 1996
The undersigned hereby appoints LOUIS J. DOCTOR and R. JOHN CURSON and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of Truevision, Inc. (the
"Company") which the undersigned may be entitled to vote at the Annual
Meeting of Stockholders of the Company to be held at the Company's offices at
2500 Walsh Avenue, Santa Clara, California on Thursday, October 24, 1996, at
10:00 a.m., and at any and all continuations and adjournments thereof, with
all powers that the undersigned would possess if personally present, upon and
in respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters
that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED,
THIS PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
PROPOSAL 1: To elect six directors to hold office until the 1997 Annual
Meeting of Stockholders.
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote for
(except as marked to the all nominees listed below.
contrary below).
NOMINEES: Walter W. Bregman; Louis J. Doctor; Gordon E. Eubanks, Jr.;
William H. McAleer; Kieth E. Sorenson; and Conrad J. Wredberg
TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) WRITE SUCH NOMINEE(S)'
NAME(S) BELOW:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(CONTINUED ON OTHER SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 2.
PROPOSAL 2: To approve the Company's Amended 1988 Incentive Stock Plan, as
amended, to increase the aggregate number of shares of Common
Stock authorized for issuance under such plan by 600,000 shares.
/ / FOR / / AGAINST / / ABSTAIN
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSAL 3.
PROPOSAL 3: To ratify selection of Price Waterhouse LLP as independent
auditors of the Company for its fiscal year ending June 28, 1997.
/ / FOR / / AGAINST / / ABSTAIN
Dated: _________________, 1996. ___________________________________________
___________________________________________
SIGNATURE(S)
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
HEREON. IF THE STOCK IS REGISTERED IN THE
NAMES OF TWO OR MORE PERSONS, EACH SHOULD
SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS AND ATTORNEYS-IN-FACT SHOULD
ADD THEIR TITLES. IF SIGNER IS A
CORPORATION, PLEASE GIVE FULL CORPORATE
NAME AND HAVE A DULY AUTHORIZED OFFICER
SIGN, STATING TITLE. IF SIGNER IS A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
