SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
DIMENSIONAL VISIONS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DIMENSIONAL VISIONS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 2000
TO ALL STOCKHOLDERS OF DIMENSIONAL VISIONS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Dimensional Visions, Inc., a Delaware corporation, will be held at the principal
office of the Company, 2301 West Dunlap Avenue, Suite 207, Phoenix, Arizona
85021, on Friday, January 28, 2000 at 10:00 a.m., Arizona time, for the
following purposes:
To elect four Directors for the term of one year and until their successors
are duly elected and qualified;
To approve the Company's 1999 employee stock option plan;
To ratify the appointment of Gitomer & Berenholz, P.C. as the Company's
independent public accountants for the fiscal year ending June 30, 2000; and
To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
Only stockholders of record at the close of business on December 23, 1999,
are entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof.
By Order of the Board of Directors,
John D. McPhilimy
Phoenix, Arizona
November 18, 1999
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WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY, AND RETURN IT IN THE ENCLOSED ENVELOPE. THE PROXY MAY BE REVOKED
AT ANY TIME BEFORE IT IS VOTED, AND STOCKHOLDERS EXECUTING PROXIES MAY ATTEND
THE MEETING AND VOTE IN PERSON, SHOULD THEY SO DESIRE.
DIMENSIONAL VISIONS, INC.
2301 WEST DUNLAP AVENUE, SUITE 207
PHOENIX, ARIZONA 85021
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PROXY STATEMENT
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GENERAL INFORMATION
The accompanying proxy is solicited by the Board of Directors of Dimensional
Visions, Inc. (the "Company") for the Annual Meeting of Stockholders of the
Company to be held at the principal office of the Company, 2301 West Dunlap
Avenue, Suite 207, Phoenix, Arizona 85021, on Friday, January 28, 2000, at 10:00
a.m., Arizona time. All proxies duly executed and received will be voted on all
matters presented at the Annual Meeting in accordance with the instructions
given by such proxies. In the absence of specific instructions, proxies so
received will be voted for the named nominees relating to the class of Common
Stock for which the proxy relates for election to the Company's Board of
Directors, for the approval of the Company's 1999 employee stock option plan,
and for the ratification of Gitomer & Berenholz, P.C. as the Company's
independent public accountants. The Board of Directors does not anticipate that
any of its nominees will be unavailable for election and does not know of any
other matters that may be brought before the Annual Meeting. In the event that
any other matter should come before the Annual Meeting or that any nominee is
not available for election, the persons named in the enclosed proxy will have
discretionary authority to vote all proxies not marked to the contrary with
respect to such matter in accordance with their best judgement. The proxy may be
revoked at any time before being voted. The Company will pay the entire expense
of soliciting the proxies, which solicitation will be by use of the mails. This
Proxy Statement is being mailed to stockholders on or about December 27, 1999.
Only holders of shares of Common Stock of record at the close of business on
December 23, 1999, will be entitled to notice of and to vote at the Annual
Meeting and at all adjournments thereof. As of the close of business on November
1, 1999, the Company had outstanding 5,970,607 shares of Common Stock.
At the Annual Meeting, the holders of Common Stock will be entitled, as a class,
to elect four Directors ("Directors"). The vote of a majority of the shares of
Common Stock represented at the Annual Meeting is required for the election of
the Directors. The vote of a majority of the shares of Common Stock represented
at the Annual Meeting is required for the approval of the employee stock option
plan. The vote of a majority of the shares of Common Stock represented at the
Annual Meeting is required for the ratification of the appointment of Gitomer &
Berenholz, P.C. as the Company's independent public accountants.
Shares represented by proxies which are marked "abstained" or which are marked
to deny discretionary authority will only be counted for determining the
presence of a quorum. Votes withheld in connection with the election of one or
more of the nominees for Director will not be counted as votes cast for such
individuals. In addition, where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not provided voting
instructions (commonly referred to as "broker non-votes"), those shares will not
be included in the vote totals.
A list of the stockholders entitled to vote at the Annual Meeting will be
available at the Company's office, 2301 West Dunlap Avenue, Suite 207, Phoenix,
Arizona 85021, for a period of ten days prior to the Annual Meeting for
examination by any stockholder.
Officers and Directors of the Company beneficially own approximately 13.7% of
the outstanding shares of Common Stock. See "Security Ownership of Management
and Principal Stockholders." Accordingly, approval of the aforesaid matters is
not assured and your vote is required in order for the Company to take these
actions. Please send in your completed proxy.
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ELECTION OF DIRECTORS
(PROPOSAL #1)
Four Directors are to be elected for the ensuing year and until their successors
are duly elected and qualified. If, at the time of election, any of the nominees
should be unavailable for election, a circumstance which is not expected by the
Company, it is intended that the proxies will be voted for such substitute
nominee as may be selected by the Company. Proxies not marked to the contrary
will be voted for the election of the following persons with respect to Common
Stock.
THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES
NAMED BELOW.
NAME AND AGE DIRECTOR SINCE POSITION WITH THE COMPANY
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John D. McPhilimy (56) 1997 President, Chief Executive Officer,
Chairman
Bruce D. Sandig (40) 1997 Senior Vice President, Director
Roy D. Pringle (31) -- Vice President, Chief Financial
Officer, Secretary
Susan A. Gunther (49) 1997 Director
Mr. John McPhilimy was appointed as a Director, President, and Chief Executive
Officer of the Company in November 1997. In January 1998, he was appointed
Chairman of the Board. From January 1995 until November 1997, Mr. McPhilimy
served as President of Selah Information Systems, Inc., Mesa, Arizona, a company
involved in information systems. From March 1992 to December 1995, Mr. McPhilimy
served as President of Travel Teller, Inc. Mr. McPhilimy has over 30 years of
executive and marketing experience in high-technology industries such as
aerospace, air transportation, and electronic telecommunication networks with
Bell Helicopter Textron, Aerospatiale, Executive Jet Aviation, Travel Teller
Inc., Marketing Works, and Selah Information Systems. Over the last 15 years he
has been responsible for implementing marketing strategies of NetJets and Travel
Teller, which created the new industries of "nationwide fractional ownership of
business jets" and "electronic ticket delivery networks," respectively.
Mr. Bruce D. Sandig was appointed as a Director of the Company in January 1998
and as Senior-Vice President of Creative Design and Production Engineering of
the Company in November 1997 and provides overall development and integration of
the DV3D(R) and AnimotionTM Multi-Dimensional Images systems. Mr. Sandig was a
co-founder of InfoPak in 1992. Mr. Sandig has over 15 years experience in
electro-mechanical and software engineering/design with such companies as
Universal Propulsion Company, Kroy, Inc., Dial Manufacturing, and Softie, Inc.,
where he also created several proprietary software games for Nintendo.
Mr. Roy D. Pringle was appointed as Vice President, Chief Financial Officer, and
Chief Information Officer of the Company in November 1997, and provides overall
integrated enterprise-wide financial management systems for the Company. Mr.
Pringle has worked for InfoPak, Inc. for more than the past five years. Mr.
Pringle holds a master's degree from the American Graduate School of
International Management. Prior to joining InfoPak, he was President and founder
of a small software company, Signature Software.
Ms. Susan A. Gunther has served as Director of the Company since January 1998.
Since January 1998 she has served as Managing Principal Consultant for Oracle,
Inc. She served as Director of Business Processing from March 1995 to December
1997 for AmKor Electronics.
There is no family relationship between any of the directors or officers of the
Company.
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MEETINGS OF THE BOARD OF DIRECTORS AND INFORMATION REGARDING COMMITTEES
There currently are no Committees on the Board of Directors.
The Board of Directors held three meetings in fiscal 1999. All Directors
attended at least 75% of the meetings of the Board of Directors.
EXECUTIVE COMPENSATION
GENERAL COMPENSATION DISCUSSION. All decisions regarding compensation for the
Company's Executive Officers and executive compensation programs are reviewed,
discussed, and approved by the Board of Directors. All compensation decisions
are determined following a detailed review and assessment of external
competitive data, the individual's contributions to the Company's success, any
significant changes in role or responsibility, and internal equity of pay
relationships.
SUMMARY COMPENSATION TABLE
The following table summarizes all compensation awarded to the Company Chief
Executive Officer during and at the end of the last completed fiscal year ended
June 30, 1999.
NAME AND PRINCIPAL POSITION YEAR ANNUAL SALARY
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John D. McPhilimy, President, Chief 1999 $89,250
Executive Officer, Chairman
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Company entered into an Employment Agreement with John D. McPhilimy,
Chairman and Chief Executive Officer of the Company, on November 1, 1997.
Pursuant to that Agreement, Mr. McPhilimy received a salary of $90,000 per year;
eligibility to participate in all employment benefit plans and arrangements
relating to pensions, health and life insurance, and other similar employee
benefit plans or arrangements; and reimbursement of expenses. The agreement
renews by mutual written consent on the thirtieth month of its term for a two
year period without further action by either party. The agreement may be
terminated by the Company for cause.
The Company entered into an Employment Agreement with Bruce D. Sandig, Senior
Vice President of the Company, on November 1, 1997. Pursuant to that Agreement,
Mr. Sandig received a salary of $84,000 per year; eligibility to participate in
all employment benefit plans and arrangements relating to pensions, health and
life insurance, and other similar employee benefit plans or arrangements; and
reimbursement of expenses. The agreement may be terminated by the Company for
cause.
The Company entered into an Employment Agreement with Roy D. Pringle, Chief
Financial Officer of the Company, on November 1, 1997. Pursuant to that
Agreement, Mr. Pringle received a salary of $72,000 per year; eligibility to
participate in all employment benefit plans and arrangements relating to
pensions, health and life insurance, and other similar employee benefit plans or
arrangements; and reimbursement of expenses. The agreement may be terminated by
the Company for cause.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL OWNERS
The following table sets forth the amount of shares of Common Stock owned as of
September 30, 1999, by each person standing for election as a Director of the
Company, by those persons known to the Company to own beneficially 5% or more of
the outstanding shares of Common Stock of the Company, and by all Directors and
Officers of the Company as a group. With respect to any person who beneficially
owns 5% or more of the outstanding shares of Common Stock, the address of such
person is also set forth.
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NAME AND ADDRESS NUMBER OF SHARES OF PERCENT OF
OF BENEFICIAL OWNER(1) COMMON STOCK OWNED(2) CLASS
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John D. McPhilimy (3) 450,000 7.0
Bruce D. Sandig (4) 240,000 3.9
Roy D. Pringle(5) 216,047 3.5
Susan A. Gunther(6) 40,000 0.7
All Officers and Directors
as a group (4 persons) 946,047 13.7
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(1) c/o Company's address: 2301 West Dunlap Avenue, Suite 207, Phoenix, AZ
85021
(2) Except as otherwise indicated, the Company believes that the beneficial
owners of Common Stock listed above, based on information furnished by such
owners, have sole investment and voting power with respect to such shares,
subject to community property laws where applicable. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange
Commission and generally includes voting or investment power with respect
to securities. Shares of Common Stock subject to options or warrants
currently exercisable, or exercisable within 60 days, are deemed
outstanding for purposes of computing the percentage of any other person.
(3) Includes 450,000 warrants to purchase shares of common stock at $0.20 per
share expiring on October 28, 2003.
(4) Includes 240,000 warrants to purchase shares of common stock at $0.20 per
share expiring on October 28, 2003.
(5) Includes 210,000 warrants to purchase shares of common stock at $0.20 per
share expiring on October 28, 2003.
(6) Includes 40,000 warrants to purchase shares of common stock at $0.50 per
share expiring on October 28, 2003.
CERTAIN TRANSACTIONS
During fiscal 1999 and 2000, the Company obtained life insurance policies on
certain of its officers and directors as follows:
NAME AMOUNT OF LIFE INSURANCE POLICY
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John D. McPhilimy $1,000,000
Bruce D. Sandig $1,000,000
APPROVAL OF THE 1999 STOCK OPTION PLAN
(PROPOSAL #2)
DESCRIPTION OF THE PLAN AND VOTE REQUIRED
On November 15, 1999, the Board of Directors adopted the 1999 Stock Option Plan
(the "1999 Plan") and directed that the 1999 Plan be submitted to the share
owners at the 1999 Annual Meeting. The 1999 Plan will become effective upon the
affirmative vote of a majority of the votes cast by holders of the shares of
Company Common Stock voting in person or by proxy at the Annual Meeting.
The purpose of the 1999 Plan is to advance the interests of the Company by
encouraging and enabling acquisition of a financial interest in the Company by
its officers and other key employees. The 1999 Plan is intended to aid the
Company in attracting and retaining key employees, to stimulate the efforts of
such employees and to strengthen their desire to remain in the Company's employ.
The Company's existing Stock Option Plan, in which no options are outstanding,
will be canceled after the 1999 Plan is approved.
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SUMMARY DESCRIPTION OF THE 1999 PLAN
The following summary of the 1999 Plan is qualified in its entirety by reference
to the text of the 1999 Plan, which is attached as Exhibit A. The 1999 Plan
would be administered by the Board of Directors. The Board has full and final
authority, in its discretion, to select the key employees who would be granted
stock options and would determine the number of shares subject to each option,
the duration of each option and the terms and conditions of each option granted.
The major provisions of the 1999 Plan are as follows:
ELIGIBILITY. The Board is authorized to grant stock options to any officer,
including officers who are also Directors of the Company, and to other key
employees of the Company.
OPTION PRICE. The option price will be 100% of the fair market value of the
Company's Common Stock on the date the option is granted. Fair market value for
purposes of the 1999 Plan is the average of the high and low market price of the
Company's Common Stock as reported on the NASDAQ Transaction listing on the
relevant date.
DURATION OF OPTIONS. Each stock option will terminate on the date fixed by the
Board, which shall be not more than (a) ten years after the date of the grant
for ISOs (defined below) and (b) fifteen years after the date of grant for
options that are not ISOs.
VESTING. Options become exercisable when they have vested. The period before the
options become exercisable is sometimes called the accrual period. Generally, no
portion of any option is exercisable for a period of 12 months after the date of
grant, and the Board specifies other vesting provisions at the time of grant.
All options automatically become exercisable in full in the event of a Change in
Control (as defined in the 1999 Plan, death or disability of the optionee or as
decided by the Board. Upon retirement, options held at least one year shall
become exercisable in full.
EXERCISE PERIOD. The exercise period for ISOs (as defined below) granted under
the 1999 Plan may not exceed 10 years from the date of grant and, for options
that are not ISOs, 15 years from the date of grant. If an optionee's employment
by the Company is terminated for any reason, except death, disability or
retirement, the optionee has six months in which to exercise an option unless
the option by its terms expires earlier. Termination or other changes in
employment status affects the exercise period. The Board has the right to alter
the terms of any option at grant or while outstanding pursuant to the terms of
the 1999 Plan except the Option Price. The occurrence of a Change in Control
while an optionee is an employee shall have no effect on the duration of the
exercise period.
PAYMENT. Payment for stock purchased on the exercise of a stock option must be
made in full at the time the stock option is exercised. Payment must be in cash.
SHARES THAT MAY BE ISSUED UNDER THE 1999 PLAN. A maximum of 1,500,000 shares of
the Company's Common Stock--which number may be adjusted as described
below--would be issued or transferred pursuant to stock options granted under
the 1999 Plan. If any stock option terminates or is canceled for any reason
without having been exercised in full, the shares of stock not issued or
transferred will then become available for additional grants of options. The
number of shares available under the 1999 Plan is subject to adjustment in the
event of any stock split, stock dividend, recapitalization, spin-off or other
similar action.
FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY AND THE OPTIONEES
INCENTIVE STOCK OPTIONS. Some of the options granted under the 1999 Plan may
constitute "Incentive Stock Options" ("ISOs") within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). Under present
federal tax laws, there will be no federal income tax consequences to either the
Company or an optionee upon the grant of an ISO, nor will an optionee's exercise
of an ISO result in federal income tax consequences to the Company. Although an
optionee will not realize ordinary income upon his exercise of an ISO, the
excess of the fair market value of the Common Stock acquired at the time of
exercise over the option price may constitute an adjustment in computing
alternative minimum taxable income under Section 56 of the Code and, thus, may
result in the imposition of the "alternative minimum tax" pursuant to Section 55
of the Code on the optionee. If an optionee does not dispose of Common Stock
acquired through an ISO within one year of the ISO's date of exercise, any gain
realized upon a subsequent disposition of Common Stock will constitute long-term
capital gain to the optionee. If an optionee disposes of the Common Stock within
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such one-year period, an amount equal to the lesser of (i) the excess of the
fair market value of the Common Stock on the date of exercise over the option
price or (ii) the actual gain realized upon such disposition will constitute
ordinary income to the optionee in the year of the disposition. Any additional
gain upon such disposition will be taxed as short-term capital gain. The Company
will receive a deduction in an amount equal to the amount constituting ordinary
income to an optionee.
NONSTATUTORY OPTIONS. Certain stock options which do not constitute ISOs
("nonstatutory options") may be granted under the 1999 Plan. Under present
federal income tax regulations, there will be no federal income tax consequences
to either the Company or the optionee upon the grant of a nonstatutory option.
However, the optionee will realize ordinary income upon the exercise of a
nonstatutory option in an amount equal to the excess of the fair market value of
the Common Stock acquired upon the exercise of such option over the option
price, and the Company will receive a corresponding deduction. The gain, if any,
realized upon a subsequent disposition of such Common Stock will constitute
short- or long-term capital gain, depending on the optionee's holding period.
The federal income tax consequences described in this section are based on laws
and regulations in effect on November 16, 1999, and there is no assurance that
the laws and regulations will not change in the future and affect the tax
consequences of the matters discussed in this section.
TERMINATION OF AND AMENDMENTS TO THE 1999 PLAN; NO REPRICING OR REPLACING
OPTIONS WITHOUT A SHARE OWNER VOTE
The Board of Directors may terminate or amend the 1999 Plan from time to time in
any manner permitted by applicable laws and regulations, except that no
additional shares of the Company's Common Stock may be allocated to the 1999
Plan, and no outstanding option may be repriced or replaced, without the
approval of the share owners.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE 1999
STOCK OPTION PLAN.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS FOR FISCAL 2000
(PROPOSAL #3)
The Company has retained, subject to stockholder ratification, Gitomer &
Berenholz, P.C., as its independent public accountants for the fiscal year
ending June 30, 2000. Gitomer & Berenholz, P.C. has been the independent
accountants for the Company for the past five years and has no financial
interest, either direct or indirect, in the Company. If the stockholders do not
ratify the appointment of Gitomer & Berenholz, P.C. as the Company's independent
public accountants, the Board of Directors will consider the selection of
another accounting firm.
The vote of a majority of the shares of Common Stock represented at the Annual
Meeting is required for the ratification of Gitomer & Berenholz, P.C. as the
Company's independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF GITOMER & BERENHOLZ, P.C. AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS FOR 2000
The rules of the Securities and Exchange Commission permit stockholders of the
Company, after notice to the Company, to present proposals for stockholder
action in the Company's proxy statement where such proposals are consistent with
applicable law, pertain to matters appropriate for stockholder action, and are
not properly omitted by Company action in accordance with the proxy rules
published by the Securities and Exchange Commission. The Company's 2000 annual
meeting of stockholders is expected to be held on or about November 19, 2000,
and proxy materials in connection with that meeting are expected to be mailed on
or about October 13, 2000. Proposals of stockholders of the Company that are
intended to be presented at the Company's 2000 annual meeting must be received
by the Company no later than June 30, 2000 in order for them to be included in
the proxy statement and form of proxy relating to that meeting.
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COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires that the Company's Officers and Directors, and persons who own more
than ten percent of a registered class of the Company's equity securities, file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, Directors and greater than ten percent stockholders are
required by regulation to furnish to the Company copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons the Company believes that
during it 1999 fiscal year, all such filing requirements applicable to its
Officers, Directors, and greater than ten percent beneficial owners were
complied with.
OTHER MATTERS
The Board of Directors of the Company does not intend to present any business at
the Annual Meeting other than the matters specifically set forth in the Proxy
Statement and knows of no other business to come before the Annual Meeting.
However, on all matters properly brought before the Annual Meeting by the Board
or by others, the persons named as proxies in the accompanying proxy will vote
in accordance with their best judgement.
It is important that your shares are represented and voted at the Annual
Meeting, whether or not you plan to attend. Accordingly, we respectfully request
that you sign, date, and mail your Proxy in the enclosed envelope as promptly as
possible.
A copy of the Company's Annual Report on Form 10-KSB for the year ended June 30,
1999, which has been filed with the SEC pursuant to the Exchange Act, may be
obtained without charge upon written request to Roy D. Pringle, Chief Financial
Officer, Dimensional Visions, Inc., 2301 West Dunlap Avenue, Suite 207, Phoenix,
AZ 85021, or on the Internet at www.sec.gov from the SEC's EDGAR database.
By Order of the Board of Directors,
John D. McPhilimy, President
Phoenix, Arizona
November 18, 1999
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Dimensional Visions, Inc.
2301 West Dunlap Avenue, Suite 207
Phoenix, AZ 85021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please mark your votes as [ X ] indicated in this example.
ELECTION OF DIRECTORS
FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the to vote for all nominees
contrary below) listed below
(To WITHHOLD authority to vote for any individual nominee, strike a line through
the nominee's name below)
John D. McPhilimy Bruce D. Sandig Roy D. Pringle Susan A. Gunther
Proposal #2 to approve the 1999 employee stock option plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Proposal #3 to ratify the appointment of Gitomer & Berenholz, P.C. as the
Company's independent auditors for fiscal 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED. IF NO DIRECTION
IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES FOR DIRECTOR, "FOR"
PROPOSAL #2, "FOR" PROPOSAL #3, AND IN THE PROXY'S DISCRETION ON ANY OTHER
MATTERS TO COME BEFORE THE MEETING.
Dated: ,
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(Signature)
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(Second Signature)
PLEASE DATE AND SIGN ABOVE EXACTLY AS YOUR
NAME APPEARS AT LEFT, INDICATING WHERE
APPROPRIATE, OFFICIAL POSITION OR
REPRESENTATIVE CAPACITY.
