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 Commission Only (as permitted by Rule
14a-6(e)(2)) [x] Definitive Proxy Statement [ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
Netegrity, Inc.
(Name of Registrant as Specified In Its Charter)
Netegrity, Inc.
(Name of Person(s) Filing Proxy Statement)
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):
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:
NETEGRITY, INC.
245 Winter Street
Waltham, Massachusetts 02451
Notice of Special Meeting of Stockholders
to be held October 7, 1999
To Our Stockholders:
A Special Meeting of the Stockholders of Netegrity, Inc., a Delaware
corporation (the "Company" or "Netegrity"), will be held on Thursday, October 7,
1999, at 9:30 a.m., local time, at the offices of Hutchins, Wheeler & Dittmar, A
Professional Corporation, Suite 3100, 101 Federal Street, Boston, Massachusetts
02110 for the following purposes:
1. To consider and act upon a proposal to ratify, confirm and approve
the amendment to the Company's Restated Certificate of Incorporation, as
amended, which increased the number of authorized shares of capital stock from
30,000,000 shares to 45,000,000 shares, which amendment was approved by the
stockholders at their meeting on May 11, 1999.
2. To consider and act upon a proposal to approve a further amendment
to the Company's Restated Certificate of Incorporation, as amended, to increase
the number of authorized shares of capital stock to 60,000,000.
3. To consider and act upon any other business which may properly come
before the meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on August 31,
1999 as the record date for the meeting. All stockholders of record on that date
are entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
Barry N. Bycoff,
President and Chief Executive Officer
September 7, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. THE PROXY MAY BE REVOKED BY THE PERSON
EXECUTING THE PROXY BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT OF
REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY VOTING IN PERSON
AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE UNITED
STATES.
<PAGE>
NETEGRITY, INC.
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
To Be Held On
October 7, 1999
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Netegrity, Inc., a Delaware corporation
(the "Company"), for use at the Special Meeting of Stockholders to be held on
Thursday, October 7, 1999, at the time and place set forth in the notice of the
meeting, and at any adjournments thereof. The approximate date on which this
Proxy Statement and form of proxy are first being sent to stockholders is
September 7, 1999.
If the enclosed proxy is properly executed and returned, it will be
voted in the manner directed by the stockholder. If no instructions are
specified with respect to any particular matter to be acted upon, proxies will
be voted in favor of the specified proposals and in the discretion of the
persons named in the proxies as to any other matters which may properly come
before the meeting and any adjournments thereof. Any person giving the enclosed
form of proxy has the power to revoke it by voting in person at the meeting, or
by giving a duly executed proxy bearing a later date or a written notice of
revocation to the Secretary of the Company at any time before the proxy is
exercised. The persons named as attorneys in the proxies are directors and
officers of the Company.
The representation in person or by proxy of (i) at least a majority of
the outstanding shares of capital stock of the Company and (ii) at least a
majority of the outstanding shares of Series D Preferred Stock of the Company is
necessary to establish a quorum for the transaction of business. The affirmative
vote of the holders of (i) at least a majority of the outstanding shares of
Common Stock and Series D Preferred Stock (voting together as a single class)
and (ii) at least a majority of the outstanding shares of Common Stock (voting
as a separate class) is required to approve the proposed amendment of the
Restated Certificate of Incorporation, described below, as well as to ratify the
amendment of the Restated Certificate of Incorporation approved by the
stockholders on May 11, 1999.
An automated system administered by the Company's transfer agent
tabulates the votes. The vote on each matter submitted to stockholders is
tabulated separately. Both abstentions and broker "non-votes" are counted as
present for the purposes of determining the existence of a quorum for the
transaction of business. However, for purposes of determining the number of
shares voting on a particular proposal, abstentions and broker "non-votes" are
not counted as votes cast or shares voting. A "non-vote" occurs when a broker
holding shares for a beneficial owner votes on one proposal, but does not vote
on another proposal because the broker does not have discretionary voting power
and has not received instructions from the beneficial owner. Abstentions and
broker "non-votes" will have the effect of votes against the ratification of the
amendment approved by stockholders on May 11, 1999 or against the approval of
the proposed amendment described below, as the case may be.
The Company will bear the cost of the solicitation. It is expected that
the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra compensation
for their activities) may also solicit proxies by telephone, telegraph and in
person and arrange for brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy materials to their principals at the
expense of the Company. The Company may, in addition, retain a proxy soliciting
firm to assist in soliciting proxies for a fee not in excess of approximately
$10,000.
The Company's principal executive offices are located at 245 Winter
Street, Waltham, Massachusetts 02451, telephone number 781-890-1700.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on August 31, 1999
are entitled to notice of and to vote at the meeting. On August 31, 1999 the
Company had outstanding 10,436,578 shares of Common Stock, par value $.01 per
share, and 3,333,333 shares of Series D Preferred Stock, convertible into Common
Stock on a one-for-one basis. Each outstanding share of the Company's Common
Stock entitles the record holder to one vote. Each outstanding share of the
Company's Series D Preferred Stock entitles the record holder to one vote (which
is the number of votes equal to the largest number of full shares of Common
Stock into which such shares of Series D Preferred Stock could be converted.)
The holders of shares of Common Stock and Series D Preferred Stock will vote
together as a single class with respect to the proposed amendment of the
Restated Certificate of Incorporation described below and the ratification of
the amendment of the Restated Certificate of Incorporation adopted on May 11,
1999. In addition, the holders of shares of Common Stock will vote as a separate
class on both matters.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of August 1, 1999 the beneficial
ownership of shares of capital stock of (i) each person known by the Company to
own beneficially more than five percent of the issued and outstanding shares of
capital stock outstanding on that date, (ii) each director, (iii) the Chief
Executive Officer and the next four most highly-compensated executive officers
of the Company who beneficially held shares of capital stock as of such date,
and (iv) all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Ownership (1)
<S> <C>
Pequot Private Equity Fund L.P. (2)........ 4,921,076 32.08%
Pequot Offshore Private Equity Fund Inc.
354 Pequot Avenue
Southport, CT 06490
Fidelity Securities Fund:
Fidelity OTC Portfolio (3) 700,000 5.09%
c/o Fidelity Management & Research
Company
82 Devonshire Street E 20E
Boston, MA 02109
Barry N. Bycoff (4) 678,000 4.77%
Stephen L. Watson (5)...................... 363,000 2.59%
Michael L. Mark (6)........................ 104,303 *
Ralph B. Wagner (7)........................ 87,962 *
James Rosen (8) 68,200 *
James E. Hayden (9) 45,500 *
Deepak Taneja (10) 66,100 *
James P. McNiel (11) 69,447 *
Thomas M. Palka (12) 15,500 *
Eric R. Giler (13)......................... 12,000 *
All executive officers and directors as a
group (10 persons) (14)................. 1,510,012 10.20%
- -------------------
</TABLE>
* less than 1%
(1) Except as otherwise noted below, the Company believes each beneficial
owner has the sole voting and investment power with respect to all
shares of capital stock (or options, warrants or other securities
convertible into or exchangeable for capital stock) shown as
beneficially owned by him. All numbers and percentages, except as
otherwise noted, do not assume the exercise of outstanding options or
warrants. Pursuant to the rules of the Securities and Exchange
Commission, shares of Common Stock which an individual or group has a
right to acquire within 60 days of August 1, 1999 pursuant to the
exercise of presently exercisable or outstanding options, warrants or
conversion privileges are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are
not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person or group shown in the table.
2) Includes 3,333,333 shares of Series D Preferred Stock, 86,956
shares of Common Stock and 1,500,787 Warrants.
(3) Includes 700,000 shares of Common Stock.
(4) Includes 200,000 shares of Common Stock beneficially owned by Mr.
Bycoff, 10,000 shares held in trust for the benefit of Mr. Bycoff's
children and non-qualified stock options to purchase 468,000 shares of
Common Stock.
(5) Includes 108,000 shares of Common Stock and non-qualified stock
options to purchase 255,000 shares of Common Stock.
(6) Includes 78,303 shares of Common Stock and non-qualified stock
options to purchase 26,000 shares of Common Stock.
(7) Includes 37,712 shares of Common Stock and non-qualified stock
options to purchase 50,250 shares of Common Stock.
(8) Includes 22,000 shares of Common Stock and incentive stock options
to purchase 46,200 shares of Common Stock.
(9) Includes 500 shares of Common Stock and incentive stock options
to purchase 45,000 shares of Common Stock.
(10) Includes incentive stock options to purchase 66,100 shares of Common
Stock.
(11) Includes 69,447 Warrants to purchase Common Stock.
(12) Includes 500 shares of Common Stock and incentive stock options to
purchase 15,000 shares of Common Stock.
(13) Includes non-qualified stock options to purchase 12,000 shares of
Common Stock.
(14) Includes the following shares which the specified individual has the
right to acquire upon the exercise of outstanding options, exercisable
currently or within 60 days: Mr. Watson, 255,000 shares; Mr. Wagner,
50,250 shares; Mr. Mark, 26,000 shares; Mr. Giler, 12,000 shares; and
Mr. Bycoff, 468,000 shares.
AMENDMENTS OF RESTATED CERTIFICATE OF INCORPORATION
Ratification of Amendment of the Restated Certificate
of Incorporation Approved by the Stockholders May 11, 1999
On March 9, 1999, the Board of Directors adopted a resolution approving
an amendment to the Company's Restated Certificate of Incorporation (the "May
Amendment") to increase the number of authorized shares of capital stock from
30,000,000 shares to 45,000,000 shares. The May Amendment was submitted for
action at the Special Meeting in lieu of the Annual Meeting of Stockholders held
May 11, 1999. It is the Company's position that, at that meeting, the holders of
10,268,847 shares of the Company's Common Stock and 3,333,333 shares of the
Company's Series D Preferred Stock (voting together as a single class) voted in
favor of the May Amendment. The May Amendment was filed with the Delaware
Secretary of State on May 11, 1999.
On June 4, 1999, a suit was brought in the Court of Chancery of the
State of Delaware styled Applebaum et al. v. Netegrity, Inc. et al. purportedly
on behalf of the common stockholders of the Company. The suit alleges, among
other things, that the Company did not comply with Section 242(b) of the General
Corporation Law of the State of Delaware in connection with the adoption of the
May Amendment. The suit alleges that under Section 242(b) of the General
Corporation Law of the State of Delaware, the holders of Common Stock were
required to vote as a class separate from the holders of Series D Preferred
Stock on the May Amendment. In addition, the proxy statement for the May 11,
1999 stockholders meeting stated that the vote required to approve the May
Amendment was the affirmative vote of a majority of the shares present in person
or represented by proxy at the meeting, whereas the General Corporation Law of
the State of Delaware requires the affirmative vote of a majority of the
outstanding shares entitled to vote thereon and a majority of the outstanding
shares of each class entitled to vote thereon as a class. Although the proxy
statement for the May 11, 1999 stockholders' meeting stated the stockholder vote
required as set forth in the preceding sentence, it is the Company's position
that holders of approximately 78% of the outstanding Common Stock and 100% of
the outstanding Series D Preferred Stock voted in favor of approval of the May
Amendment. The plaintiff in the Court of Chancery suit did not concede that the
Company's position with respect to the number of shares voted in favor of the
May Amendment was correct.
The parties have entered into a Stipulation of Settlement which has
been filed with the Court of Chancery of the State of Delaware in connection
with the foregoing lawsuit. The Stipulation states that the defendants deny
vigorously any liability with respect to all claims alleged in the action and
maintain that they have fully complied with the requirements of Section 242(b)
and that the May Amendment is valid and effective without any further approval.
Nevertheless, in order to put to rest the claims and dispel any potential
uncertainty that may exist as a result of the lawsuit or the claims described
therein, the defendants have entered into the Stipulation and agreed among other
things to bring before the stockholders the proposal to ratify, confirm and
approve the May Amendment and to obtain certain other approvals. A hearing on
the settlement has been scheduled by the Court of Chancery of the State of
Delaware for September 24, 1999. A notice of the hearing has been sent to
stockholders separately.
The Board of Directors recommends a vote in favor of the proposal to
ratify, confirm and approve the May Amendment.
If (i) at least a majority of the outstanding shares of Common Stock
and Series D Preferred Stock (voting together as a single class) and (ii) at
least a majority of the outstanding shares of Common Stock (voting as a separate
class) do not vote in favor of the proposal to ratify, confirm and approve the
May Amendment, the Stipulation of Settlement requires the Company to file a
certificate of correction or other applicable document with the Delaware
Secretary of State which will correct the provisions of the Company's
Certificate of Incorporation that were altered by the May Amendment by
substituting the language that was in place prior to the May Amendment thereby
returning the Certificate of Incorporation to its pre-May Amendment status.
Proposed Further Amendment of the Restated Certificate of Incorporation
On July 29, 1999, the Board of Directors adopted a resolution approving
an amendment of the Company's Restated Certificate of Incorporation (the "July
Amendment") to increase the number of authorized shares of capital stock to
60,000,000 shares. Regardless of the outcome of the vote on the proposal to
ratify, confirm and approve the May Amendment, the Board of Directors has
determined that it is advisable and in the best interests of the stockholders of
the Company to increase the number of authorized shares of capital stock and of
the Common Stock to 60,000,000 to accommodate future corporate transactions. The
Board of Directors also directed that the July Amendment be submitted for
action at the Special Meeting of Stockholders to be held on October 7, 1999.
The Company's Restated Certificate of Incorporation, as amended by the
May Amendment, authorizes the issuance of a total of 45,000,000 shares,
consisting of 40,000,000 shares of Common Stock, par value $0.01 per share and
5,000,000 shares of Preferred Stock with a par value of $0.01 per share. If
approved, the July Amendment will, regardless of the outcome of the vote on
the proposal to ratify, confirm and approve the May Amendment, increase the
total number of authorized shares of capital stock to 60,000,000, of which
55,000,000 will be shares of Common Stock. The July Amendment will modify the
first paragraph of Article Fourth of the Restated Certificate of Incorporation
to read as follows:
FOURTH: The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 60,000,000
shares, consisting of 55,000,000 shares of Common Stock with a par
value of $0.01 per share (herein called the "Common Stock") and
5,000,000 shares of Preferred Stock with a par value of $0.01 per share
(herein called the "Preferred Stock").
The Board of Directors recommends a vote in favor of the proposal to
adopt the July Amendment.
Outstanding Capital Stock
The May Amendment was intended to increase the number of authorized
shares of Common Stock to 40,000,000 shares. The proposed July Amendment is
intended to further increase that number of authorized shares of Common Stock to
55,000,000 shares, regardless of the outcome of the vote on the proposal to
ratify, confirm and approve the May Amendment. The May Amendment and the July
Amendment (referred to herein collectively as the "Charter Amendments") will not
change the currently authorized number of shares of Preferred Stock, which will
remain set at 5,000,000 shares, of which 3,333,333 shares of Series D Preferred
Stock are outstanding. As of August 1, 1999 an aggregate of 10,420,288 shares of
Common Stock were issued and outstanding, and there were 8,991,021 shares of
Common Stock reserved for issuance under the Company's various stock plans and
upon conversion of the Company's Preferred Stock and exercise of the Company's
warrants. If the Charter Amendments are approved, and assuming that there are
10,420,288 shares of Common Stock issued and outstanding, and 8,991,021 shares
of Common Stock reserved for issuance for the purposes described above, there
will be an aggregate of 35,588,691 shares of Common Stock authorized and
available for issuance.
Purposes of the Amendments
The Board of Directors believes that approval of the Charter Amendments
will be advantageous to the Company. The Charter Amendments would provide
additional authorized shares of Common Stock for use from time to time for
corporate purposes that the Board of Directors may deem desirable, including,
without limitation, public and private equity financings, mergers or
acquisitions or other corporate transactions, including benefit programs (such
as the 1997 Non-Employee Director Stock Option Plan and the 1997 Stock Option
Plan), stock splits or stock dividends. The Company does not currently have any
plans for issuance of the additional shares.
The additional shares of Common Stock for which authorization is sought
would be identical to the shares of Common Stock now authorized. Adoption of the
Charter Amendments and the issuance of additional shares of Common Stock would
not affect the rights of holders of currently outstanding Common Stock, except
for effects incidental to increasing the number of shares of Common Stock
outstanding in the event of the issuance of any of those shares. Holders of
Common Stock do not have preemptive rights to subscribe to additional securities
that may be issued by the Company, which means that current stockholders do not
have a prior right to purchase any new issue of capital stock of the Company in
order to maintain their proportionate ownership thereof.
If the July Amendment is approved by stockholders, it will become
effective upon the filing of the July Amendment with the Delaware Secretary of
State. If the settlement of the claims pending in the Court of Chancery of the
State of Delaware (the "Court") is approved by the Court and the May Amendment
is not approved by the stockholders, then the Company will be obligated to file
a certificate of correction with the Delaware Secretary of State revising the
Company's Restated Certificate of Incorporation so that it reflects the language
it contained prior to the May Amendment.
Possible Effects of the Amendments
If the stockholders approve the Charter Amendments, the Company will
have additional authorized but unissued shares of Common Stock that may be
issued by the Board of Directors of the Company, without the necessity of any
stockholder action, except to the extent otherwise required by the rules of The
Nasdaq Stock Market. The Nasdaq rules, in the case of a merger, generally
require stockholder approval if more than 20% of the outstanding common stock of
a company is to be issued in a single transaction or a group of related
transactions.
The management of the Company is not aware of any specific effort to
accumulate the Company's securities or to obtain control of the Company by means
of a merger, tender offer, solicitation in opposition to management or
otherwise. However the availability of additional, unreserved shares might give
the Board of Directors greater power to take actions in opposition to an actual
or threatened attempt to acquire control of the Company and in certain respects
may have the effect of limiting the ability of a third party to effect a change
in control of the Company. For example, additional shares of Common Stock could
be issued to make attempts to gain control of the Company by the Board of
Directors more difficult or time-consuming.
Appraisal Rights in Respect of the Proposed Amendments
Under the applicable provisions of the General Corporation Law of the
State of Delaware, the Company's stockholders have no appraisal rights with
respect to the Charter Amendments.
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy statement
to be furnished to all stockholders entitled to vote at the next annual meeting
of the Company must be received at the Company's principal executive offices not
later than December 15, 1999. In accordance with the provisions of Rule 14a-4(c)
promulgated under the Securities Exchange Act of 1934, if the Company does not
receive notice of a stockholder proposal to be raised at its 2000 Annual Meeting
on or before February 24, 2000, then in such event, the management proxies shall
be allowed to use their discretionary voting authority when the proposal is
raised at the 2000 Annual Meeting of Stockholders.
In order to curtail controversy as to the date on which a proposal is
received by the Company, it is suggested that proponents submit their proposals
by certified mail, return receipt requested.
OTHER BUSINESS
The Board of Directors knows of no other business that will be
presented for consideration at the Meeting other than those items stated above.
If any other matters properly come before the Meeting, the persons named in the
enclosed proxy will vote in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company, and
in addition to soliciting stockholders by mail through its regular employees,
the Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have stock of the Company registered
in the names of a nominee and, if so, will reimburse such banks, brokers and
other custodians, nominees and fiduciaries for their reasonable out-of-pocket
costs. Solicitation by officers and employees of the Company may also be made of
some stockholders in person or by mail, telephone or telegraph following the
original solicitation.
By Order Of The Board Of Directors,
Barry N. Bycoff, President and Chief Executive Officer
REVOCABLE PROXY
NETEGRITY, INC.
[x] PLEASE MARK VOTES AS IN THIS EXAMPLE
SPECIAL MEETING OF STOCKHOLDERS
October 7, 1999
The undersigned hereby appoints Stephen L. Watson and Barry N. Bycoff, and each
of them, as proxies, with full power of substitution, to vote all shares of
capital stock of Netegrity, Inc. (the "Company") which the undersigned is
entitled to vote at the Special Meeting of Stockholders of the Company to be
held on Thursday, October 7, 1999, at 9:30 a.m., local time, at the offices of
Hutchins, Wheeler & Dittmar, A Professional Corporation, Suite 3100, 101 Federal
Street, Boston, Massachusetts, and at any adjournments thereof, upon the matters
set forth in the Notice of Special Meeting of Stockholders and related Proxy
Statement dated September 7, 1999, a copy of which has been received by the
undersigned.
[x] PLEASE MARK VOTES AS IN THIS EXAMPLE
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE
BOARD RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED.
SHARES WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THE SHARES REPRESENTED WILL BE VOTED FOR PROPOSALS 1 and 2.
1. To ratify, confirm and approve an amendment of the Restated Certificate of
Incorporation, as amended, of Netegrity, Inc. to increase the number of
authorized shares of capital stock from 30,000,000 to 45,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. To approve an amendment to the Restated Certificate of Incorporation, as
amended, of Netegrity, Inc. to increase the number of authorized shares of
capital stock to 60,000,000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
PLEASE DATE AND SIGN THIS PROXY IN THE SPACE PROVIDED AND RETURN IT IN THE
ENCLOSED ENVELOPE WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
Please sign exactly as your name(s) appear(s) on the Proxy. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give the full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
MARK HERE IF [ ]
YOU PLAN TO
ATTEND THE
MEETING
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE BELOW
