IN FOCUS SYSTEMS INC, DEF 14A, 1999-03-19

IN FOCUS SYSTEMS INC
DEF 14A, 1999-03-19
COMPUTER PERIPHERAL EQUIPMENT, NEC

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UNITED STATES
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 Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

IN FOCUS SYSTEMS, INC.
(Exact Name of Registrant as Specified In Its Charter)

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:

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<PAGE>

IN FOCUS SYSTEMS, INC.
27700B S.W. PARKWAY AVENUE
WILSONVILLE, OREGON 97070
March 19, 1999

Dear Shareholders:

Our Annual Meeting of Shareholders will be held on Wednesday, April 21, 1999, at
1:00 p.m., Pacific Daylight Savings Time, at the Oregon Convention Center, 777
N.E. Martin Luther King Jr. Blvd., Portland, Oregon 97212. You are invited to
attend this meeting to give us an opportunity to meet you personally, to allow
us to introduce to you the key management of your Company and its directors, and
to answer any questions you may have.

The formal Notice of Meeting, the Proxy Statement, the proxy card and a copy of
the Annual Report to Shareholders describing the Company's operations for the
year ended December 31, 1998 are enclosed.

I hope that you will be able to attend the meeting in person. Whether or not you
plan to attend the meeting, please sign and return the enclosed proxy card
promptly. A prepaid return envelope is provided for this purpose. Your shares
will be voted at the meeting in accordance with your proxy.

If you have shares in more than one name, or if your stock is registered in more
than one way, you may receive multiple copies of the proxy materials. If so,
please sign and return each proxy card you receive so that all of your shares
may be voted. I look forward to meeting you at the Annual Meeting.

Very truly yours,

IN FOCUS SYSTEMS, INC.

JOHN V. HARKER
CHAIRMAN OF THE BOARD

<PAGE>

IN FOCUS SYSTEMS, INC.
27700B S.W. PARKWAY AVENUE
WILSONVILLE, OREGON 97070

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1999

To the Shareholders of In Focus Systems, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of IN FOCUS
SYSTEMS, INC. (the Company), an Oregon corporation, will be held at the Oregon
Convention Center, 777 N.E. Martin Luther King Jr. Blvd., Portland, Oregon
97212, on Wednesday, April 21, 1999, at 1:00 p.m., Pacific Daylight Savings
Time. The purposes of the Annual Meeting will be:

1. To elect the Board of Directors to serve until the next Annual Meeting
of Shareholders (Proposal No. 1);
2. To ratify the appointment of Arthur Andersen LLP as the Company's
independent accountants for the year ending December 31, 1999
(Proposal No. 2); and
3. To consider and act upon any other matter which may properly come
before the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on February 26, 1999, as
the record date for determining shareholders entitled to notice of and to vote
at the meeting or any adjournment thereof. Only holders of record of Common
Stock of the Company at the close of business on the record date will be
entitled to notice of and to vote at the meeting and any adjournment thereof.
Further information regarding voting rights and the matters to be voted upon is
presented in the accompanying proxy statement.

All shareholders are cordially invited to attend the Annual Meeting. A review of
the Company's operations for the year ended December 31, 1998 will be presented.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY CARD, WHICH YOU MAY REVOKE AT ANY TIME PRIOR TO ITS USE. A
prepaid, self-addressed envelope is enclosed for your convenience. Your shares
will be voted at the meeting in accordance with your proxy. If you attend the
meeting, you may revoke your proxy and vote in person.

By Order of the Board of Directors,

JOHN V. HARKER
CHAIRMAN OF THE BOARD

Wilsonville, Oregon
March 19, 1999

<PAGE>

IN FOCUS SYSTEMS, INC.
27700B S.W. PARKWAY AVENUE
WILSONVILLE, OREGON 97070

-----------------------

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1999

----------------------

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement and the accompanying Annual Report to Shareholders, the
Notice of Annual Meeting and the proxy card are being furnished to the
shareholders of In Focus Systems, Inc., an Oregon corporation (the "Company"),
in connection with the solicitation of proxies by the Company's Board of
Directors for use at the Company's 1999 Annual Meeting of Shareholders (the
"Annual Meeting") to be held at the Oregon Convention Center, 777 N.E. Martin
Luther King Jr. Blvd., Portland, Oregon 97212, on Wednesday, April 21, 1999, at
1:00 p.m. Pacific Daylight Savings Time and any adjournment thereof. The
solicitation of proxies by mail may be followed by personal solicitation of
certain shareholders, by officers or regular employees of the Company. All
expenses of the Company associated with this solicitation will be borne by the
Company.

The two persons named as proxies on the enclosed proxy card, John V. Harker and
Susan L. Thompson, were designated by the Board of Directors. All properly
executed proxies will be voted (except to the extent that authority to vote has
been withheld) and where a choice has been specified by the shareholder as
provided in the proxy card, it will be voted in accordance with the
specification so made. Proxies submitted without specification will be voted FOR
Proposal No. 1 to elect the nominees for directors proposed by the Board of
Directors and FOR Proposal No. 2 to ratify the appointment of Arthur Andersen
LLP as independent accountants for the Company.

A proxy may be revoked by a shareholder prior to its exercise by written notice
to the Secretary of the Company, by submission of another proxy bearing a later
date or by voting in person at the Annual Meeting. Such notice or later proxy
will not affect a vote on any matter taken prior to the receipt thereof by the
Company.

These proxy materials and the Company's 1998 Annual Report to Shareholders are
being mailed on or about March 19, 1999 to shareholders of record on February
26, 1999 of the Company's Common Stock. The principal executive office and
mailing address of the Company is 27700B S.W. Parkway Avenue, Wilsonville,
Oregon 97070.

<PAGE>

VOTING AT THE MEETING

The shares of Common Stock constitute the only class of securities entitled to
notice of and to vote at the meeting. In accordance with the Company's Bylaws,
the stock transfer records were compiled on February 26, 1999, the record date
set by the Board of Directors, for determining the shareholders entitled to
notice of, and to vote at, this meeting and any adjournment thereof. On that
date, there were 22,279,403 shares of Common Stock outstanding and entitled to
vote and the closing price of the Company's Common Stock as reported by the
Nasdaq National Market System was $8.25.

Each share of Common Stock outstanding on the record date is entitled to one
vote per share at the Annual Meeting. If a quorum is present at the Annual
Meeting: (i) the four nominees for election as directors who receive the
greatest number of votes cast for the election of directors by the shares of
Common Stock present in person or represented by proxy at the meeting and
entitled to vote shall be elected directors and (ii) Proposal No. 2 to ratify
the appointment of Arthur Andersen LLP as independent accountants for the
Company will be approved if the number of votes cast in favor of the proposal
exceeds the number of votes cast against it.

With respect to the election of directors, directors are elected by a plurality
of the votes cast and only votes cast in favor of a nominee will have an effect
on the outcome. Therefore, abstention from voting or nonvoting by brokers will
have no effect thereon. With respect to voting on Proposal No. 2, abstention
from voting or nonvoting by brokers will have no effect thereon.

<PAGE>

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

In accordance with the Company's Bylaws, the Board of Directors shall consist of
no less than three and no more than seven directors, the specific number to be
determined by resolution adopted by the Board of Directors. By resolution
adopted on February 13, 1998, the Board of Directors set the number of Directors
at four, and four Directors are to be elected at the 1999 Annual Meeting of
Shareholders.

NOMINEES FOR DIRECTOR
The names and certain information concerning the persons to be nominated by the
Board of Directors at the Annual Meeting are set forth below. THE BOARD OF
DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES NAMED BELOW. Shares represented by proxies will be voted for the
election to the Board of Directors of the persons named below unless authority
to vote for a particular director or directors has been withheld in the proxy.
All nominees have consented to serve as directors for the ensuing year. The
Board of Directors has no reason to believe that any of the nominees will be
unable to serve as a director. In the event of the death or unavailability of
any nominee or nominees, the proxy holders will have discretionary authority
under the proxy to vote for a suitable substitute nominee as the Board of
Directors may recommend. Proxies may not be voted for more than four (4)
nominees. The Board of Directors has nominated the persons named in the
following table to be elected as directors:

<TABLE>
<CAPTION>
NAME AGE HAS BEEN A DIRECTOR SINCE
- ---- --- -------------------------
<S> <C> <C>
Peter D. Behrendt 60 1995
Michael R. Hallman 53 1992
John V. Harker 64 1992
Nobuo Mii 67 1997
</TABLE>

PETER D. BEHRENDT is a director of the Company. He is the former Chairman and
Chief Executive Officer of Exabyte Corp., a publicly traded company that is the
world's largest independent manufacturer focused exclusively on tape storage
products, tape libraries and recording media. Prior to working at Exabyte Corp.,
Mr. Behrendt spent 26 years in numerous executive positions at International
Business Machines, Inc. ("IBM"), including worldwide responsibility for business
and product planning for IBM's tape and disk drives and general management of
IBM's worldwide electronic typewriter business. Mr. Behrendt is on the Board of
Directors of Western Digital Corp. and Exabyte Corp.

<PAGE>

MICHAEL R. HALLMAN is a director of the Company and is currently serving as
President of The Hallman Group, a management consulting company focusing on
marketing, sales, business development and strategic planning for the
information systems industry. Mr. Hallman served as President and Chief
Operating Officer of Microsoft Corporation from February 1990 until March 1992.
From 1987 to 1990, he was Vice President of the Boeing Company and President of
Boeing Computer Services. From 1967 to 1987, Mr. Hallman worked for IBM in
various sales and marketing executive positions, with his final position being
Vice President of Field Operations. Mr. Hallman holds a B.B.A. and a M.B.A. from
the University of Michigan. Mr. Hallman is a member of the Board of Directors of
Keytronics, Inc., Intuit, Inc. and Network Appliance, Inc.

JOHN V. HARKER is a director of the Company, and has served as President and
Chief Executive Officer of the Company since April 1992. Mr. Harker was elected
as Chairman of the Board in October 1994. In July 1998, upon the resignation of
the Company's Chief Financial Officer, Mr. Harker was also named Chief Financial
Officer and Secretary. Mr. Harker served as Executive Vice President and a
member of the Board of Directors of Genicom Corporation, a manufacturer of
printers, from 1984 to January 1992. Mr. Harker served as Senior Vice President
of Marketing and Corporate Development of Data Products, Inc. from 1982 to 1984,
as Vice President and partner of Booz, Allen & Hamilton, Inc. from 1979 to 1982,
and in various managerial and executive positions at IBM Corporation from 1963
to 1979. He holds a B.S. degree in Marketing from the University of Colorado.

NOBUO MII is a director of the Company. Mr. Mii is the Managing Partner of
Ignite Group and has been the Chairman of SegaSoft Networks, Inc. since December
1995. From December 1995 until 1998, Mr. Mii was also the CEO of SegaSoft. Mr.
Mii is also a partner at ACCEL Partners, a venture capital firm specializing in
technology investments. Mr. Mii also spent 26 years at IBM, with his final
position being Corporate Vice President, General Manager of the Power Personal
Systems Division. Mr. Mii holds a B.S. degree in Communication Engineering from
Kyushu University in Fukuoka, Japan.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors held six regular meetings and took action pursuant to
three unanimous written consents during the year ended December 31, 1998. No
director attended fewer than 75 percent of the meetings of the Board of
Directors and committees thereof, if any, during the period that he was a member
of the Board of Directors during 1998.

Until April 1998, the Audit Committee was composed of Messrs. Hallman, Behrendt
and Harker. In April 1998, Mr. Mii was added to the Audit Committee. Messrs.
Hallman, Behrendt and Mii are all outside directors who are not, and have not
been at any time in the past, officers of the Company. The Audit Committee
reviews, with the Company's independent public accountants and representatives
of management, the scope and results of audits, the appropriateness of
accounting principles used in financial reporting, and the adequacy of financial
and operating controls. The Audit Committee held two meetings in 1998.

<PAGE>

The Compensation Committee and the Administrative Committee of both the 1988
Combination Stock Option Plan and the 1998 Stock Incentive Plan (the
"Administrative Committee") were composed of Messrs. Hallman, Behrendt and Jack
Kuehler (a former member of the Board) until April 1998. Beginning in April
1998, the Compensation and Administrative Committees were composed of Messrs.
Hallman, Behrendt and Mii. The Compensation Committee approves all of the
policies under which compensation is paid or awarded to the Company's executive
officers. The Compensation Committee is responsible for establishing
compensation of executive officers who also serve on the Board of Directors. The
entire Board of Directors is responsible for reviewing and providing feedback on
non-director executive officer compensation with goals and dollar amounts
established by the Chief Executive Officer in accordance with policies approved
by the Board. During 1998, the Administrative Committee was responsible for
approving grants under the Company's stock plans. The Compensation Committee
held one regular meeting during 1998. The Administrative Committee held five
regular meetings during the year ended December 31, 1998.

The Board of Directors does not have a Nominating Committee.

<PAGE>

SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)

The Board of Directors has appointed Arthur Andersen LLP, independent
accountants, as auditors of the Company for the year ending December 31, 1999,
subject to ratification by the shareholders. In the absence of contrary
specifications, the shares represented by the proxies will be voted FOR the
appointment of Arthur Andersen LLP as the Company's independent accountants for
the year ending December 31, 1999.

A representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting. The representative will be given the opportunity to make a statement on
behalf of his firm if such representative so desires, and will be available to
respond to appropriate shareholder questions. Arthur Andersen LLP was the
Company's independent accountant for the year ended December 31, 1998.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS
OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 1999.

<PAGE>

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of February 26, 1999, certain information
furnished to the Company with respect to ownership of the Company's Common Stock
of (i) each Director, (ii) the Chief Executive Officer, (iii) the "named
executive officers" (as defined under "Executive Compensation") other than the
Chief Executive Officer, (iv) all persons known by the Company to be beneficial
owners of more than 5 percent of its Common Stock, and (v) all current executive
officers and Directors as a group.

<TABLE>
<CAPTION>
COMMON STOCK (A)
--------------------------------------------------
NUMBER OF PERCENT OF SHARES
SHAREHOLDER SHARES OUTSTANDING
- ---------------------------------------------------- ---------------------- -------------------------
<S> <C> <C>
Mellon Bank Corporation (B) 1,786,794 8.0%
One Mellon Bank Center
Pittsburgh, Pennsylvania 15258

Pioneer Investment Management, Inc. (C) 1,525,000 6.8%
60 State Street
Boston, MA 02109

Dimensional Fund Advisors Inc. (D) 1,198,200 5.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401

John V. Harker (E) 394,067 1.8%

Michael R. Hallman (F) 122,996 *

Susan L. Thompson (G) 119,612 *

Peter D. Behrendt (H) 76,674 *

William D. Yavorsky (I) 64,696 *

Gary R. Pehrson (J) 54,170 *

Nobuo Mii (K) 51,747 *

Mark A. Pruitt 2,000 *

All executive officers and directors as
a group (8 persons)(L) 885,962 3.9%
</TABLE>

- ---------------
*Less than one percent

<PAGE>

(A) Applicable percentage of ownership is based on 22,279,403 shares of Common
Stock outstanding as of February 26, 1999 together with applicable options
for such shareholders. Beneficial ownership is determined in accordance
with the rules of the Securities and Exchange Commission, and includes
voting and investment power with respect to shares. Shares of Common Stock
subject to options or warrants currently exercisable or exercisable within
60 days after February 26, 1999 are deemed outstanding for computing the
percentage ownership of the person holding such options or warrants, but
are not deemed outstanding for computing the percentage of any other
person.
(B) The following information is obtained solely from a Form 13G filing
prepared by Mellon Bank Corporation ("Mellon"). Mellon is a parent holding
company for certain banks and Investment Advisors under Section 203 of the
Investment Advisers Act of 1940, including The Boston Company, Inc. and
Boston Group Holdings, Inc. Mellon has sole voting power with respect to
1,622,394 shares, sole dispositive power with respect to 1,635,894 shares
and shared dispositive power with respect to 150,900 shares. The Boston
Company, Inc. and Boston Group Holdings, Inc., as the parent holding
company of The Boston Company, Inc. are deemed to be the beneficial holders
of 1,382,300 of the reported shares.
(C) The following information is obtained solely from a Form 13G filing
prepared by Pioneer Investment Management, Inc. ("Pioneer"). Pioneer is an
Investment Adviser registered under Section 203 of the Investment Advisers
Act of 1940. Pioneer has sole voting and dispositive power with respect to
all 1,525,000 shares held.
(D) The following information is obtained solely from a Form 13G filing
prepared by Dimensional Fund Advisors Inc. ("Dimensional"). Dimensional, an
Investment Adviser registered under Section 203 of the Investment Advisers
Act of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts. (These investment companies and investment
vehicles are the "Portfolios"). In its role as investment advisor and
investment manager, Dimensional possesses both voting and investment power
over the securities listed herein that are owned by the Portfolios. All
securities reported in this schedule are owned by the Portfolios, and
Dimensional disclaims beneficial ownership of such securities.
(E) Includes 288,588 shares subject to options granted pursuant to the
Company's stock incentive plans, and exercisable as of April 27, 1999.
(F) Includes 77,996 shares subject to options granted pursuant to the Company's
stock incentive plans, and exercisable as of April 27, 1999.
(G) Includes 109,862 shares subject to options granted pursuant to the
Company's stock incentive plans, and exercisable as of April 27, 1999.
(H) Includes 60,917 shares subject to options granted pursuant to the Company's
stock incentive plans, and exercisable as of April 27, 1999.
(I) Includes 54,646 shares subject to options granted pursuant to the Company's
stock incentive plans, and exercisable as of April 27, 1999 and 700 shares
held by Mr. Yavorsky's wife in her 401(k) Plan.
(J) Includes 50,000 shares subject to options granted pursuant to the Company's
stock incentive plans, and exercisable as of April 27, 1999.
(K) Includes 45,077 shares subject to options granted pursuant to the Company's
stock incentive plans, and exercisable as of April 27, 1999.
(L) Includes 687,086 shares subject to options granted pursuant to the
Company's stock incentive plans and the Company's Directors' Stock Option
Plan, as amended and exercisable as of April 27, 1999 and 700 shares held
by Mr. Yavorsky's wife in her 401(k) Plan.

<PAGE>

EXECUTIVE OFFICERS

The following table identifies the current executive officers of the Company,
the positions they hold and the year in which they began serving in their
respective capacities. Officers of the Company are elected by the Board of
Directors at the Annual Meeting to hold office until their successors are
elected and qualified.

<TABLE>
<CAPTION>
POSITION
NAME AGE CURRENT POSITION(S) WITH COMPANY HELD SINCE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
John V. Harker 64 Chairman of the Board, President and Chief 1992
Executive Officer

Chief Financial Officer and Secretary 1998

Gary R. Pehrson 53 Senior Vice President, Worldwide Operations 1998
and Customer Support

Mark A. Pruitt 46 Vice President, Research and Development 1998

Susan L. Thompson 41 Vice President, Corporate Resoures 1994

William D. Yavorsky 42 Vice President, Worldwide Sales 1997
</TABLE>

For information on the business background of Mr. Harker see "Nominees For
Director" above.

GARY R. PEHRSON joined the Company in January 1998 as Senior Vice President,
Operations. From 1995 until joining the Company, Mr. Pehrson was Executive Vice
President and General Manager for Teletronics Pacing Systems, a medical device
manufacturer with annual sales over $300 million at the time. In 1997
Teletronics Pacing Systems was sold to St. Jude Medical and the name of the
corporation was changed to Pacesetter, Inc. -- A St. Jude Company. From 1990 to
1995, Mr. Pehrson was Senior Vice President at Verbatim Tape Corporation, a $500
million company at the time. Mr. Pehrson holds a B.S. degree in Business
Administration with an emphasis in Marketing from the University of Nebraska,
Lincoln.

MARK A. PRUITT joined the Company in July 1998 as Vice President, Engineering.
From 1995 until joining the Company, Mr. Pruitt was the Sr. Director,
Engineering for Western Digital Corporation. From 1977 to 1995, Mr. Pruitt held
various positions with IBM Corporation, with his final position there being
Product Manager, Tape/Peripheral Storage Products. Mr. Pruitt holds a B.S.
degree in Electrical Engineering from Purdue University.

<PAGE>

SUSAN L. THOMPSON joined the Company in May 1990 as Manager, Human Resources and
in January 1994, was promoted to Vice President, Human Resources. In July 1998,
Ms Thompson's title was changed to Vice President, Corporate Resources. From May
1989 to May 1990, Ms. Thompson was a training consultant with Richard Chang
Associates, a large human resources consulting firm. From October 1987 to May
1989 Ms. Thompson held senior management positions in human resources at Emerald
Systems, a computer peripherals manufacturer. Prior to this time, she held
various positions within human resources at Archive Corporation and Fluor
Engineers and Constructors. Ms. Thompson studied human resource management at
the University of California at Irvine.

WILLIAM D. YAVORSKY was promoted to Vice President, Worldwide Sales in April
1997. Mr. Yavorsky joined the Company in August 1993 as Manager, Strategic
Relationships. In January 1995, Mr. Yavorsky was promoted to Director, Strategic
Relationships, International Sales and in July 1996 he was promoted to Director,
Worldwide Sales. In October 1996, Mr. Yavorsky was promoted to Vice President,
Sales. From February 1992 until joining the Company, Mr. Yavorsky was a Channel
Sales Manager for Tektronix Corporation. Mr. Yavorsky holds a B.S. degree in
Business Administration from Bowling Green State University.

<PAGE>

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning compensation
awarded to, earned by or paid to the Company's Chief Executive Officer and each
of the four other most highly compensated executive officers of the Company
determined as of the end of the last fiscal year and any ex-officers for whom
disclosure would have been provided except for the fact that the individual was
not serving as an executive officer at the end of the fiscal year (hereafter
referred to as the "named executive officers") for the fiscal years ended
December 31, 1998, 1997 and 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
---------------------------------------- ---------------------------
Restricted
Other Annual Stock Securities All Other
Name and Principal Salary Bonus Compensation Awards Underlying Compensation
Position Year ($)(A) ($)(A) ($)(B) ($)(D) Options (#) ($)(C)
- -------------------------- ------ --------- --------- -------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
John V. Harker 1998 381,933 7,625 1,050 144,706 237,690 4,574
Chairman of the Board, 1997 345,971 230,888 1,450 -- -- 3,978
President and Chief 1996 307,493 12,964 625 -- 200,000 1,047
Executive Officer

Gary R. Pehrson (E) 1998 242,308 206,324 119,519 7,141 100,000 1,156
Senior Vice President, 1997 21,231 -- -- -- 200,000 --
Worldwide Operations 1996 -- -- -- -- -- --
and Customer Support

Susan L. Thompson 1998 197,692 5,795 -- 27,930 49,720 349
Vice President, 1997 155,962 53,789 -- -- -- 165
Corporate Resources 1996 121,154 7,262 300 -- 50,200 145

William D. Yavorsky 1998 197,692 5,795 -- 24,820 82,560 446
Vice President, 1997 145,757 48,585 -- -- -- 461
Worldwide Sales 1996 127,952 7,426 -- -- 107,720 --

Mark A. Pruitt (F) 1998 99,231 101,777 64,351 4,563 130,000 1,033
Vice President, 1997 -- -- -- -- -- --
Research and Development 1996 -- -- -- -- -- --
</TABLE>

(A) Amounts shown include cash compensation earned in each respective year.
Unless otherwise indicated, amounts under the Bonus column include an
annual bonus in 1997 and 401(k) matching payments and quarterly profit
sharing in all years. See "Annual Bonus Awards for 1998" below.
(B) Unless otherwise indicated, Other Annual Compensation includes the cost of
income tax advice provided by a third party.
(C) Unless otherwise indicated, amounts included in this column represent life
insurance premiums paid by the Company for the benefit of the named
executive.

<PAGE>

(D) Restricted stock held by each of the named executive officers and the value
thereof, calculated by multiplying the number of shares by the closing
price of the Company's stock on December 31, 1998, is as follows:

<TABLE>
<CAPTION>
NAME SHARES HELD VALUE
--------------------------- ----------------- -------------------
<S> <C> <C>
John V. Harker 18,493 $ 164,125
Gary R. Pehrson 1,390 12,336
Susan L. Thompson 3,250 28,844
William D. Yavorsky 3,350 29,731
Mark A. Pruitt 1,000 8,875
</TABLE>

(E) The 1998 Bonus amount for Mr. Pehrson includes a $200,075 signing bonus and
Other Annual Compensation is related to relocation assistance.
(F) 1998 Salary for Mr. Pruitt includes salary earned from the time he joined
the Company in July 1998. The 1998 Bonus amount includes a $100,000 signing
bonus and Other Annual Compensation is related to relocation assistance.

<PAGE>

STOCK OPTIONS
The following table contains information concerning the grant of stock options
under the Company's 1988 Combination Stock Option Plan, as amended and the 1998
Stock Incentive Plan (together, the "Plans") to the named executive officers in
1998.

OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Potential
Realizable Value
At Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants (A) Option Term (B)
- -------------------------------------------------------------------------------------- ----------------------------
Number of % of Total
Securities Options
Underlying Granted to
Options Employees in Exercise Expiration
Name Granted Fiscal Year Price ($/Sh.) Date 5% ($) 10% ($)
- --------------------------------------------------------------------------------------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
John V. Harker 157,690 6.76 15.22 01/27/08 1,509,052 3,824,537
80,000 3.44 4.31 10/14/08 216,928 549,801
------- -----
237,690 10.20

Gary R. Pehrson 100,000 4.29 4.31 10/14/08 271,161 687,251

Susan L. Thompson 19,720 0.84 15.22 01/27/08 188,715 478,279
30,000 1.29 4.31 10/14/08 81,348 206,175
------- -----
49,720 2.13

William D. Yavorsky 52,560 2.25 15.22 01/27/08 502,986 1,274,765
30,000 1.29 4.31 10/14/08 81,348 206,175
------- -----
82,560 3.54

Mark A. Pruitt 100,000 4.29 6.50 07/07/08 408,782 1,035,933
30,000 1.29 4.31 10/14/08 81,348 206,175
------- -----
130,000 5.58
</TABLE>

(A) Options granted in 1998 vest as to 25 percent of the options granted on
each of the first through fourth anniversaries of the grant date, with full
vesting occurring on the fourth anniversary date. Under the terms of the
Plans, the Administrative Committee of the Board of Directors retains
discretion, subject to plan limits, to modify the terms of outstanding
options.
(B) These calculations are based on certain assumed annual rates of
appreciation as required by rules adopted by the Securities and Exchange
Commission requiring additional disclosure regarding executive
compensation. Under these rules, an assumption is made that the shares
underlying the stock options shown in this table could appreciate at rates
of 5% and 10% per annum on a compounded basis over the ten-year term of the
stock options. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Company's Common Stock and
overall stock market conditions. There can be no assurance that amounts
reflected in this table will be achieved.
(C) Options held by all executive officers of the Company become immediately
exercisable, without regard to any contingent vesting provision to which
such option may otherwise be subject, in the event of the occurrence of a
Change of Control.

<PAGE>

OPTION EXERCISES AND HOLDINGS
The following table provides information concerning the exercise of options
during 1998 and unexercised options held as of the end of the fiscal year, with
respect to the named executive officers.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
Number of
Securities Underlying
Unexercised Value of Unexercised
Shares Options In-The-Money Options
Acquired Value At FY-End (#) At FY-End ($) (B)
On Exercise Realized Exercisable/ Exercisable/
Name (#) ($)(A) Unexercisable Unexercisable
- ------------------------- --------------- ----------- ---------------------- ---------------------------
<S> <C> <C> <C> <C>
John V. Harker 82,974 1,205,117 242,916 314,774 62,500 396,210
Gary R. Pehrson -- -- 50,000 250,000 -- 456,200
Susan L. Thompson 290 980 101,694 75,296 41,169 149,360
William D. Yavorsky 24,682 309,272 41,506 138,092 18,913 139,273
Mark A. Pruitt -- -- -- 130,000 -- 374,360
</TABLE>

(A) Market value of the underlying securities at exercise date, minus exercise
price of the options.
(B) Market value of the underlying securities at December 31, 1998, $8.88 per
share, minus exercise price of the unexercised options.

LONG-TERM INCENTIVE PLAN AWARDS
The following table provides information concerning the grant of restricted
stock pursuant to the 1998 Stock Incentive Plan during 1998 with respect to the
named executive officers. Restricted stock grants are one vehicle to aid
officers and directors in achieving certain ownership guidelines.

<TABLE>
<CAPTION>
Number Of Period Until
Name Shares (#)(A) Maturation (B)
- ------------------------- ------------------ -----------------
<S> <C> <C>
John V. Harker 18,493 3 years
Gary R. Pehrson 1,390 3 years
Susan L. Thompson 3,250 3 years
William D. Yavorsky 3,350 3 years
Mark A. Pruitt 1,000 3 years
</TABLE>

(A) Shares were issued based on a ratio of one share for every two shares
purchased between January 1, 1996 and April 22, 1998 and beneficially
owned on April 22, 1998 and one share for every two shares purchased
between April 23, 1998 and December 31, 1998.
(B) Each share of restricted stock vests at the end of a three-year period of
continuous service as an elected or appointed officer or director of the
Company, beginning with the date of grant of the restricted stock. However,
if the shares held or purchased that resulted in the restricted shares
being issued are sold prior to the end of the three-year vesting period, a
proportionate number of restricted shares as the shares sold will vest at
the end of a nine-year period of continuous service as an elected or
appointed officer or director of the Company. Any unvested restricted stock
will become fully vested immediately prior to a consummation of a
reorganization resulting in a Change of Control.

<PAGE>

DIRECTOR COMPENSATION

During 1998, non-employee directors of the Company received quarterly stock
option grants as well as an annual grant pursuant to the In Focus Systems, Inc.
Directors' Stock Option Plan (the "Directors' Plan"). In addition, during 1998,
the non-employee directors each received a one-time, discretionary grant from
the Company's 1988 Combination Stock Option Plan and restricted stock matching
awards from the Company's 1998 Stock Incentive Plan. The non-employee directors
were also reimbursed for their expenses in attending meetings of the Company's
Board of Directors. The Directors' Plan, as amended, provides that each
"Eligible Director" shall be granted an option to purchase 20,000 shares of the
Company's Common Stock upon becoming an Eligible Director. The Directors' Plan
further provides that each Eligible Director shall, so long as he or she remains
an Eligible Director, be granted an option to purchase 10,000 shares of the
Company's Common Stock on each anniversary of becoming an Eligible Director. The
quarterly grants under the Directors' Plan are based on a formula defined in the
Plan.

The following table summarizes option and restricted stock awards during 1998
for the non-employee directors of the Company:

<TABLE>
<CAPTION>
PRICE # OF
# OF SHARES RANGE OF RESTRICTED VALUE OF
COVERED BY OPTIONS SHARES RESTRICTED
NAME OPTIONS GRANTED GRANTED SHARES GRANTED (A)
- ------------------------- ----------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
Peter Behrendt 23,133 $4.31 - 8.88 5,253 $ 30,476
Michael Hallman 23,133 4.31 - 8.88 10,000 70,782
Nobuo Mii 22,914 4.31 - 8.88 2,224 15,009
</TABLE>

(A) Calculated based on the number of shares issued multiplied by the closing
value of the Company's Common Stock on the day of issue.

The Company pays no additional remuneration to employees of the Company who
serve as directors. The Directors' compensation has been changed for 1999 to
replace the quarterly stock option grants with cash compensation of an $18,000
annual retainer and $2,500 for each board meeting attended. In addition, the
date for the annual grant was changed to the date that the Eligible Director is
re-elected to the Board at the Annual Shareholders' Meeting.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE IN CONTROL ARRANGEMENTS

In connection with Mr. Harker's employment in April 1992 as President and Chief
Executive Officer, the Company entered into an agreement with Mr. Harker, which
provided for certain relocation benefits. In addition, in the event the Company
terminates Mr. Harker's employment other than "for cause", as defined in the
agreement, Mr. Harker will be entitled to receive salary and insurance benefits
for an additional twelve-month period. Additionally, as specified in the
agreement, in the event the Company is acquired, Mr. Harker's unvested options
will become fully vested.

<PAGE>

Mr. Pehrson is entitled to receive salary and insurance benefits for an
additional twelve-month period in the event of a change-in-control of
the Company.

In April 1997, the Board of Directors approved amendments to the stock option
agreements of all executive officers of the Company to provide that all options
held by executive officers of the Company shall become immediately exercisable,
without regard to any contingent vesting provision to which such option may
otherwise be subject, in the event of the occurrence of a Change of Control. In
addition, any unvested restricted stock will become fully vested immediately
prior to a consummation of a reorganization resulting in a Change of Control.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors was composed of Messrs.
Hallman, Behrendt and Kuehler until April 1998 and Messrs. Hallman, Behrendt and
Mii thereafter. All members of the Compensation Committee are non-employee,
outside directors. The Compensation Committee is responsible for establishing
compensation of officers who also serve on the Board of Directors. The entire
Board is responsible for reviewing and providing feedback on non-director
executive officer compensation with goals and dollar amounts established by the
Chief Executive Officer in accordance with policies approved by the Board.
Awards to executive officers under the Company's stock option plans are made
solely by the Administrative Committee, which is composed of the same
non-employee, outside Directors as the Compensation Committee.

COMPENSATION PHILOSOPHY AND POLICIES
The Company's philosophy is to structure executive officer compensation so that
it will attract, motivate and retain senior management by providing an
opportunity for competitive compensation based on performance. Executive officer
compensation includes competitive base salaries, annual bonus plans based on
Company financial and personal performance goals, and long-term stock-based
incentive opportunities in the form of options exercisable to purchase the
Company's Common Stock and matching grants of restricted stock when an officer
purchases and holds Common Stock of the Company. It is also the policy of both
the Compensation Committee and the Administrative Committee that, to the extent
possible, compensation will be structured so that it meets the
"performance-based" criteria as defined by Section 162(m) of the Internal
Revenue Code of 1986, as amended and therefore is not subject to federal income
tax deduction limitations. Both the Compensation Committee and the
Administrative Committee have the right to waive pre-established performance
criteria in granting awards.

<PAGE>

BASE SALARIES
In setting base salaries that are competitive with other high technology
companies, the Company participates in executive salary surveys including those
conducted by Radford Associates, the American Electronics Association (AEA) and
SC/CHIPS. When selecting comparables, the Company attempts to select companies
that are similar in many respects, including industry, annual revenue and
profitability. Executives' salaries paid in 1998 were targeted within the 50th
to 75th percentile compared to the range of salaries paid by companies in the
salary surveys mentioned above. Many of the companies included in the above
mentioned surveys are also included in the indices used in the Performance
Graph.

ANNUAL BONUS AWARDS FOR 1998
The 1998 Officer Bonus Plan (the "Plan") provided for annual bonuses in two
components. First, the Plan provided for the payment of quarterly profit sharing
bonuses equal to a percentage of each officer's quarterly salary. This
percentage was determined by dividing the quarterly non-officer profit sharing
bonus pool (5 percent of pre-tax income) paid quarterly to non-officer employees
by total non-officer compensation for the quarter. The Company was in a loss
position in the first and second quarters and therefore, no profit sharing was
paid those quarters. The percentages were approximately 0.8% and 3.3% based on
the third and fourth quarter of 1998 results, respectively. The fourth quarter
profit sharing was paid in the first quarter of 1999.

Second, the Plan provided for the payment of executive officer bonuses (other
than the Chief Executive Officer) based 75 percent on the Company meeting its
1998 profit before income tax objectives and 25 percent on meeting individual
goals and objectives which are both quantitative and qualitative in nature,
including such factors as market development, product introduction and resource
management. The targeted bonus was 35 percent of annual salary for senior vice
presidents and 30 percent of annual salary for all other vice presidents and
would be achieved by an officer receiving 100 percent ratings on both the
Company and individual goals. The maximum bonus component for Company profit
before income tax performance is 200 percent and for individual performance is
130 percent. The Company goals must be met at the 50 percent level or greater
and the individual goals must be met at the 75 percent level or greater for an
officer to receive any bonus under this portion of the bonus plan. There were no
bonuses paid under this portion of the Plan related to 1998 results.

STOCK OPTION AWARDS FOR 1998
The Company's 1988 Combination Stock Option Plan, as amended, and the 1998 Stock
Incentive Plan provide for the issuance of incentive and non-qualified stock
options to officers and employees of the Company to purchase shares of the
Company's Common Stock at an exercise price equal to the fair market value on
the date of grant. See "Option Grants in Last Fiscal Year" table for a summary
of options granted to the named executive officers during 1998.

<PAGE>

RESTRICTED STOCK AWARDS
The Company's 1998 Stock Incentive Plan provides for the granting of restricted
stock to officers, employees and consultants, including non-employee board
members, of the Company. During 1998, the officers of the Company received
restricted stock based on a ratio of one share for every two shares purchased
between January 1, 1996 and April 22, 1998 and beneficially owned on April 22,
1998 and one share for every two shares purchased between April 23, 1998 and
December 31, 1998. See "Long-Term Incentive Plans -- Awards in Last Fiscal Year"
table for a summary of restricted stock granted to the named executive officers
during 1998.

CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Harker's 1998 base salary of $400,000 was determined in the same manner as
the other executives as described in "Base Salaries" above. The profit sharing
component of Mr. Harker's annual bonus was determined in the same manner as
discussed above under "Annual Bonus Awards for 1998" and totaled $4,025. The
second component of Mr. Harker's bonus was based on the Company meeting its
profit before income tax objectives. Mr. Harker's targeted bonus under this
component of the annual bonus plan was 60 percent of his 1998 annual salary,
based on the Company meeting its profit before income tax objectives at the 100
percent level. The maximum bonus component for Company profit before income tax
performance is 200 percent with a 75 percent minimum level for Mr. Harker to
receive a bonus under this component of the bonus plan. Mr. Harker did not
receive a bonus under this portion of the bonus plan related to 1998
performance. The Compensation Committee's objective in setting Mr. Harker's 1998
compensation was to be competitive with other companies in the Company's
industry and to allow for potential compensation based on long-term performance
criteria as defined in "Annual Bonus Awards for 1998", "Stock Option Awards for
1998" and "Long-Term Incentive Plans -- Awards in Last Fiscal Year" above.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:

Peter D. Behrendt
Michael R. Hallman
Nobuo Mii

<PAGE>

STOCK PERFORMANCE GRAPH

The SEC requires that registrants include in their proxy statement a line-graph
presentation comparing cumulative five-year shareholder returns on an indexed
basis, assuming a $100 initial investment and reinvestment of dividends, of (a)
the registrant, (b) a broad-based equity market index and (c) an
industry-specific index. The broad-based market index used is the Nasdaq Stock
Market Total Return Index -- U.S. and the industry-specific index used is the
Computer Hardware Sector Sub-Index of the Hambrecht & Quist Technology Index.

<TABLE>
<CAPTION>
Indexed Returns
Base Year Ending
Period -------------------------------------------------------------------
Company/Index 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ----------------------------- ------------ ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
In Focus Systems, Inc. 100.00 173.75 240.83 144.17 202.50 118.33
Nasdaq U.S. Index 100.00 97.75 138.26 170.01 208.58 293.21
Computer Sector Sub-Index of
the Hambrecht & Quist
Technology Index 100.00 124.22 178.82 237.08 322.75 620.11
</TABLE>

<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the 1934 Act requires the Company's directors and executive
officers and persons who own more than ten percent of the outstanding shares of
the Company's Common Stock ("ten percent shareholders"), to file with the SEC
initial reports of beneficial ownership and reports of changes in beneficial
ownership of shares of Common Stock and other equity securities of the Company.
To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company or otherwise in its files and on written
representations from its directors, executive officers and ten percent
shareholders that no other reports were required, during the fiscal year ended
December 31, 1998, the Company's officers, directors and ten percent
shareholders complied with all applicable Section 16(a) filing requirements.

SHAREHOLDER PROPOSALS
Proposals by shareholders intended to be included in the Company's Proxy
Statement for its 2000 Annual Meeting must be received by the Company at its
principal executive office no later than November 20, 1999. According to the
Company's bylaws, proposals by shareholders intended to be presented at the
Company's 2000 Annual Meeting must be received by the Company at its principal
executive office no later than sixty calendar days (February 20, 2000) and no
earlier than 90 calendar days (January 22, 2000) prior to the first anniversary
of the preceding year's annual meeting.

TRANSACTION OF OTHER BUSINESS

As of the date of this Proxy Statement, the Board of Directors is not aware of
any other matters that may come before this meeting. It is the intention of the
persons named in the enclosed proxy to vote the proxy in accordance with their
best judgment if any other matters do properly come before the meeting. Please
return your proxy as soon as possible. Unless a quorum consisting of a majority
of the outstanding shares entitled to vote is represented at the meeting, no
business can be transacted. Therefore, please be sure to date and sign your
proxy exactly as your name appears on your stock certificate and return it in
the enclosed postage prepaid return envelope. Please act promptly to insure that
you will be represented at this important meeting.

THE COMPANY WILL PROVIDE, WITHOUT CHARGE, ON THE WRITTEN REQUEST OF ANY
BENEFICIAL OWNER OF SHARES OF THE COMPANY'S COMMON STOCK ENTITLED TO VOTE AT THE
ANNUAL MEETING OF SHAREHOLDERS, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K AS FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR THE COMPANY'S
FISCAL YEAR ENDED DECEMBER 31, 1998. WRITTEN REQUESTS SHOULD BE MAILED TO THE
SECRETARY, IN FOCUS SYSTEMS, INC., 27700B SW PARKWAY AVENUE, WILSONVILLE, OREGON
97070.

By Order of the Board of Directors:

JOHN V. HARKER
CHAIRMAN OF THE BOARD
Dated: March 19, 1999

<PAGE>

- -------------------------------------------------------------------------------

IN FOCUS SYSTEMS, INC.

PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 21, 1999

The undersigned hereby names, constitutes and appoints John V. Harker and
Susan L. Thompson, or either of them acting in absence of the other, with
full power of substitution, my true and lawful attorneys and Proxies for me
and in my place and stead to attend the Annual Meeting of the Shareholders of
In Focus Systems, Inc. (the "Company") to be held at 1:00 p.m. on Wednesday,
April 21, 1999, and at any adjournment thereof, and to vote all the shares of
Common Stock held of record in the name of the undersigned on February 26,
1999, with all the powers that the undersigned would possess if he were
personally present.

- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -

<PAGE>

- -------------------------------------------------------------------------------
Please mark
your votes as /X/
indicated in
this example

FOR all WITHHOLD
nominees AUTHORITY to vote for
listed below all nominees listed below
/ / / /
PROPOSAL 1 - Election of Directors

To withhold authority to vote for any individual nominee, strike a line
through the nominee's name in the list below:

PETER D. BEHRENDT MICHAEL R. HALLMAN JOHN V. HARKER NOBUO MII

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF
THE NOMINEES NAMED ABOVE.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPROVAL OF PROPOSALS 2.

PROPOSAL 2 - To ratify the appointment of FOR AGAINST ABSTAIN
Arthur Andersen LLP as the Company's independent / / / / / /
accountants for the year ending December 31, 1999.
/ / / / / /

/ / / / / /

3. Upon such other matters as may properly come before, or incident to the
conduct of the Annual Meeting, the Proxy holders shall vote in such manner as
they determine to be in the best interests of the Company. Management is not
presently aware of any such matters to be presented for action at the meeting.

I do I do not
plan to attend the meeting. / / / /
(Please check)

Signature(s)_____________________________________
Dated _____________________________________, 1999
NOTE: Please sign as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.

The shareholder signed above reserves the right to revoke this Proxy at any
time prior to its exercise by written notice delivered to the Company's
Secretary at the Company's corporate offices at 27700B S.W. Parkway Avenue,
Wilsonville, Oregon 97070, prior to the Annual Meeting. The power of the
Proxy holders shall also be suspended if the shareholder signed above appears
at the Annual Meeting and elects in writing to vote in person.

THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE COMPANY. IF NO SPECIFIC
DIRECTION IS GIVEN AS TO ANY OF THE ABOVE ITEMS, THIS PROXY WILL BE VOTED FOR
EACH OF THE NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2.
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -