<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
BIOSAFE INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
BIOSAFE INTERNATIONAL, INC.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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:
- --------------------------------------------------------------------------------
<PAGE> 2
BIOSAFE INTERNATIONAL, INC.
10 Fawcett Street
Cambridge, Massachusetts 02138
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, JUNE 24, 1996
---------------
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of Stockholders (the
"Annual Meeting") of BioSafe International, Inc. (the "Company") will be held on
Monday, June 24, 1996 at 4:00 p.m. at the offices of Goodwin, Procter & Hoar
LLP, 53 State Street, Boston, MA 02109, for the following purposes:
1. To elect seven directors of the Company to serve until the 1997 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualified;
2. To approve an amendment to the Company's 1995 Stock Option and Incentive
Plan (the "Amended Option Plan") to increase the number of shares of the
Company's common stock reserved for issuance thereunder from 787,500 shares to
1,500,000 shares;
3. To approve the Company's 1995 Stock Option Plan for Non-Employee
Directors as described in the accompanying Proxy Statement;
4. To ratify the Board of Directors' selection of KPMG Peat Marwick LLP as
the Company's independent auditors for the current fiscal year; and
5. To consider and act upon any other matters that may properly be brought
before the Annual Meeting and at any adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned, or to which the Annual Meeting
may be postponed.
The Board of Directors has fixed the close of business on April 25, 1996 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournments or postponements thereof.
Only stockholders of record of the Company's common stock, $.001 par value per
share, at the close of business on that date will be entitled to notice of and
to vote at the Annual Meeting and at any adjournments or postponements thereof.
You are requested to fill in and sign the enclosed Proxy Card, which is
being solicited by the Board of Directors, and to mail it promptly in the
enclosed postage-prepaid envelope. Any proxy may be revoked by delivery of a
later dated proxy. Stockholders of record who attend the Annual Meeting may vote
in person, even if they have previously delivered a signed proxy.
By Order of the Board of Directors
Robert Rivkin
Secretary
Cambridge, MA
May 24, 1996
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH,
EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
<PAGE> 3
BIOSAFE INTERNATIONAL, INC.
10 Fawcett Street
Cambridge, Massachusetts 02138
---------------
PROXY STATEMENT
---------------
FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Monday, June 24, 1996
May 24, 1996
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of BioSafe International, Inc. (the "Company")
for use at the 1996 Annual Meeting of Stockholders of the Company to be held on
Monday, June 24, 1996, and at any adjournments or postponements thereof (the
"Annual Meeting"). At the Annual Meeting, stockholders will be asked to vote on
the election of directors of the Company, to approve an amendment to the
Company's 1995 Stock Option and Incentive Plan (the "Amended Option Plan") to
increase the number of shares of the Company's common stock reserved for
issuance thereunder from 787,500 shares to 1,500,000 shares, to approve the
Company's 1995 Stock Option Plan for Non-Employee Directors, to ratify the Board
of Directors' selection of KPMG Peat Marwick LLP as the Company's independent
auditors for the current fiscal year and to act on any other matters properly
brought before them.
This Proxy Statement and the accompanying Notice of Annual Meeting and
Proxy Card are first being sent to stockholders on or about May 24, 1996. The
Board of Directors has fixed the close of business on April 25, 1996 as the
record date for the determination of stockholders entitled to notice of and to
vote at the Annual Meeting (the "Record Date"). Only stockholders of record of
the Company's common stock, par value $.001 per share (the "Common Stock"), at
the close of business on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. As of the Record Date, there were 11,759,254 shares
of Common Stock outstanding and entitled to vote at the Annual Meeting. Holders
of Common Stock outstanding as of the close of business on the Record Date will
be entitled to one vote for each share held by them.
The presence, in person or by proxy, of holders of at least one-third of
the total number of outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. The affirmative vote of the holders of a majority of the votes cast
with a quorum present at the Annual Meeting is required for the election of
directors, the ratification of the Company's auditors and the approval of other
matters properly presented at the Annual Meeting for stockholder approval.
Abstentions constitute a vote "against" a matter in determining the "votes cast"
for purposes of electing directors and ratifying the Company's auditors. Broker
"non-votes," or proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owners or other persons
entitled to vote such shares on a particular matter with respect to which the
broker or nominee does not have discretionary voting power, will be treated in
the same manner as abstentions with respect to the election of directors and the
ratification of auditors. Both abstentions and broker non-votes will be counted
in determining the presence of a quorum at the Annual Meeting.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. SHARES REPRESENTED BY A
<PAGE> 4
PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE VOTE AT THE ANNUAL MEETING AND NOT
REVOKED WILL BE VOTED AT THE ANNUAL MEETING AS DIRECTED ON THE PROXY CARD. IF A
PROPERLY EXECUTED PROXY CARD IS SUBMITTED AND NO INSTRUCTIONS ARE GIVEN, THE
SHARES OF COMMON STOCK REPRESENTED BY THAT PROXY WILL BE VOTED FOR THE ELECTION
OF THE SEVEN NOMINEES FOR DIRECTORS OF THE COMPANY NAMED IN THIS PROXY
STATEMENT, FOR APPROVAL OF THE AMENDMENT TO THE 1995 STOCK OPTION AND INCENTIVE
PLAN FOR APPROVAL OF THE COMPANY'S 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE
DIRECTORS AND FOR RATIFICATION OF THE BOARD OF DIRECTORS' SELECTION OF KPMG PEAT
MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR.
IT IS NOT ANTICIPATED THAT ANY MATTERS OTHER THAN THOSE SET FORTH IN THIS PROXY
STATEMENT WILL BE PRESENTED AT THE ANNUAL MEETING. IF OTHER MATTERS ARE
PRESENTED, PROXIES WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDERS.
A stockholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above, by filing a duly executed proxy
bearing a later date, or by appearing in person and voting by ballot at the
Annual Meeting. Any stockholder of record as of the Record Date attending the
Annual Meeting may vote in person whether or not a proxy has been previously
given, but the presence (without further action) of a stockholder at the Annual
Meeting will not constitute revocation of a previously given proxy.
The Company's 1996 Annual Report on Form 10-K, including financial
statements for the fiscal year ended December 31, 1995, is being mailed to
stockholders concurrently with this Proxy Statement. The 1996 Annual Report on
Form 10-K, however, is not part of the proxy solicitation material.
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors of the Company currently consists of eight members
serving for a term of one year and until their successors are duly elected and
qualified. The term expires at each annual meeting of stockholders. The Board of
Directors has voted to fix the size of the Board at seven members, effective at
the time of the Annual Meeting.
At the Annual Meeting, seven directors will be elected to serve until the
1997 Annual Meeting and until their successors are duly elected and qualified.
The Board of Directors has nominated Jay Matulich, Philip Strauss, Richard S.
Golub, William B. Philipbar, Daniel J. Shannon, Dr. Barry Simmons and Bill G.
Taylor to serve as directors (the "Nominees"). All of the Nominees are currently
serving as directors of the Company. The Board of Directors anticipates that
each of the Nominees will serve, if elected, as a director. However, if any
person nominated by the Board of Directors is unable to accept election, the
proxies will be voted for the election of such other person or persons as the
Board of Directors may recommend.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.
INFORMATION REGARDING NOMINEES AND EXECUTIVE OFFICERS
The following table and biographical descriptions set forth certain
information as of April 29, 1996 with respect to the seven Nominees for election
as directors at the Annual Meeting and the executive officers who are not
directors, based on information furnished to the Company by each director and
officer. The following information is as of April 29, 1996, unless otherwise
specified.
2
<PAGE> 5
<TABLE>
Directors
---------
<CAPTION>
Amount and Nature of
Director Beneficial Ownership Percent
Name Age Since of Common Stock of Class
- ---------------------------------------------- --- -------- -------------------- --------
<S> <C> <C> <C> <C>
Jay Matulich 42 1995 7,600 *
Philip Strauss 48 1996 0 0%
Richard S. Golub 45 1996 19,688 *
William B. Philipbar 71 1996 0 0%
Daniel J. Shannon 62 1994 10,938 *
Dr. Barry Simmons 56 1990 216,249 1.8%
Bill G. Taylor 71 1990 211,000 1.8%
<FN>
- --------------
* Less than one percent.
</TABLE>
Nominees for Election at 1996 Annual Meeting -- Term to Expire in 1997
Jay J. Matulich. Since October 1994, Mr. Matulich has been a Senior Vice
President of Capital Growth International LLC, formerly U.S. Sachem Financial
Consultants, L.P. ("Capital Growth"). From May 1990 to October 1994, Mr.
Matulich was a Vice President of Gruntal & Co., Incorporated, investment
bankers. Mr. Matulich was elected to the Board of Directors in March 1995
pursuant to an agreement between the Company and Capital Growth, in connection
with Capital Growth's role as placement agent for certain securities of the
Company. This agreement requires that Mr. Matulich be nominated for election to
at least three one-year terms.
Philip Strauss. Mr. Strauss has been the Chief Executive Officer, President
and Treasurer since March 27, 1996 and previously had been Executive Vice
President and Chief Operating Officer of the Company since September 1995. He
has 24 years of experience in project, business and corporate development. Mr.
Strauss was co-founder of BioMedical Waste Systems, Inc., a publicly-held waste
management firm, where he served as Executive Vice President from its inception
in 1987 until May 1993 and as a Director from inception until May 1994.
Richard S. Golub. Mr. Golub has been a Director of the Company since May 8,
1996. He is President of Worldwide Information Systems, a private consulting and
publishing company in the environmental technology industry. Through Worldwide
Information Systems and his two newsletters, Hazardous Materials Intelligence
Report and Oil Pollution Bulletin, Mr. Golub advises businesses on development,
marketing and financing issues. He is also founder and chairman of the
Environmental Business Conferences, which organizes biannual forums of issues in
the environmental industry. He is a member of the Environmental Advisory Board
of Charles River Partnership IV, a venture capital fund that invests in the
environmental industry.
William B. Philipbar. Mr. Philipbar has been a Director of the Company
since May 8, 1996. He is currently a director of Matlack Systems, Inc., Rollins
Leasing Corp., Rollins Environmental Services, Inc. and Consolidated Waste
Systems. Until 1995 he was also a director of Charles River Ventures, a company
that he continues to serve as an advisor.
Daniel J. Shannon. Mr. Shannon has been a Director of the Company since
1994. He is a certified public accountant with experience in public and private
finance, public service, health care, and pension management. Mr. Shannon is
currently Director of LaSalle Street Capital Management, Ltd. ("LaSalle
Capital"), a subsidiary of LaSalle National Trust, a financial institution
headquartered in
3
<PAGE> 6
Chicago, Illinois. Mr. Shannon's duties as Director of LaSalle Capital are
primarily those of an advisor to clients in the marketing of investment
products.
Dr. Barry Simmons. Dr. Simmons has been a Director of the Company since
1990. He is an orthopedic surgeon and has been associated with Brigham
Orthopedic Associates, Inc. at the Brigham and Women's Hospital since 1974. Dr.
Simmons has been the Chief, Hand Surgery Service, at both Brigham and Women's
Hospital and Children's Hospital Medical Center since 1982. In 1985, Dr. Simmons
was appointed an Associate Clinical Professor of Orthopedic Surgery at Harvard
Medical School, and in that same year, he began his association with Waterville
Valley Medical Associates, Inc. situated at the Waterville Valley Ski Area.
Bill G. Taylor. Mr. Taylor has been a Director of the Company since 1990.
He is a private investor and was President and Chief Operating Officer of The
Halliburton Services Company and Executive Vice President of The Halliburton
Company. Mr. Taylor has over 40 years of diverse operating experience in large
organizations.
Senior Executive Officers Who Are Not Directors
Robert Rivkin. Mr. Rivkin, 37, a Certified Public Accountant, has been Vice
President of BioSafe since June 1994, Chief Financial Officer since January 1995
and Secretary since May 1995. Prior to joining BioSafe, Mr. Rivkin was a
principal at Envirovision Group Inc., a full service environmental engineering,
consulting and contracting company, where he was responsible for marketing and
strategic planning, finance and overall business management.
S. Russell Sylva. Mr. Sylva, 57, has been a Vice President of BioSafe in
charge of regulatory affairs and government relations since 1993. From 1988 to
1993, Mr. Sylva was a Vice President of MFA/Environmental, Inc., where he
managed the development of the first fully privatized municipal sludge
composting facility in Massachusetts. Mr. Sylva is a former Assistant Secretary
for Environmental Affairs and Commissioner of the Department of Environmental
Protection for the Commonwealth of Massachusetts.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Board of Directors
The Company is currently managed by an eight-member Board of Directors, a
majority of whom are independent of the Company's management. Each director will
hold office for the one-year term to which he is elected and until his successor
is duly elected and qualified.
The Board of Directors held ten meetings during fiscal year 1995. Each of
the directors attended at least 75% of the total number of meetings of the Board
of Directors and of the committees of the Company of which he was a member.
The Board of Directors has appointed a Compensation Committee and an
Executive Committee.
Compensation Committee. The Compensation Committee, which consisted of Jay
Matulich and James Baker as of December 31, 1995, makes recommendations and
exercises all powers of the Board of Directors in connection with certain
compensation matters, including incentive compensation and benefit plans. The
Compensation Committee administers, and has authority to grant awards under, the
4
<PAGE> 7
BioSafe International, Inc. 1995 Stock Option and Incentive Plan (the "Plan") to
the employee directors and management of the Company and its subsidiaries and
other key employees. The Compensation Committee met once in 1995.
Executive Committee. The Executive Committee, which consists of Messrs.
Matulich, Shannon and Taylor, is authorized to manage and direct the affairs of
the Company between meetings of the Board of Directors, subject to limitations
imposed by applicable law and other resolutions of the Board of Directors.
DIRECTOR COMPENSATION
Pursuant to a Resolution adopted by the Directors in January 1996, the
Company is not paying cash compensation to its Directors. Non-Employee Directors
are entitled to stock option grants under the 1995 Stock Option Plan for
Non-Employee Directors, described under Proposal III. The Board may reconsider
the payment of cash compensation to Directors at a future date.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the aggregate
cash compensation paid by the Company with respect to the fiscal years ended
December 31, 1995, 1994 and 1993 to the Company's Chief Executive Officer and
each of the other two most senior executive officers in office on December 31,
1995 who earned at least $100,000 in cash compensation during 1995 (the "Named
Executive Officers"). The amounts set forth for the periods prior to March 29,
1995 were paid by BioSafe, Inc. for services rendered to BioSafe, Inc. The
Company had no operations and paid no compensation to its management prior to
March 29, 1995, when the Company acquired BioSafe, Inc. On that date, the
previous management of the Company resigned and the members of management,
described herein assumed their positions.
5
<PAGE> 8
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
ANNUAL ------------
COMPENSATION SHARES
------------ UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS
($) (#)
- --------------------------- ---- ------------ -------------
<S> <C> <C> <C>
Richard H. Rosen (1) 1995 180,000 0
Chief Executive Officer, President 1994 180,000 175,000
and Treasurer 1993 180,000 0
Robert Rivkin 1995 150,000 0
Vice President, Chief Financial 1994 75,000(2) 43,750
Officer and Secretary 1993 (2) (2)
S. Russell Sylva 1995 110,000 0
Vice President 1994 110,000 43,750
1993 (3) (3)
<FN>
- --------------
(1) Dr. Richard H. Rosen resigned from all offices and positions with the
Company on March 27, 1996.
(2) Mr. Rivkin joined the Company in 1994.
(3) Mr. Sylva joined the Company in 1993.
Option Grants in Fiscal Year 1995. No options were granted with respect to
the fiscal year ended December 31, 1995 to the Company's Named Executive
Officers.
Option Exercises and Year-End Holdings. The following table sets forth the
options exercised during fiscal year 1995 and the value of the options held on
December 31, 1995 by the Company's Named Executive Officers.
</TABLE>
6
<PAGE> 9
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995
AND FISCAL YEAR-END 1995 OPTION VALUES
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS OPTIONS
AT FISCAL AT FISCAL
YEAR-END (#) YEAR-END ($)
SHARES ------------ ------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Richard H. Rosen 0 0 43,750/131,250(1) 95,703/287,109(1)
Robert S. Rivkin 0 0 43,750/0 95,703/0
S. Russell Sylva 0 0 43,750/0 95,703/0
<FN>
- ------------
(1) These options expire 90 days from Dr. Rosen's resignation on March 27,
1996.
</TABLE>
Employment Agreements. As of December 31, 1995, the Company was a party to
employment agreements with each of Dr. Rosen, Mr. Rivkin and Mr. Sylva. Dr.
Rosen's employment agreement expired by its own terms in March 1996, and he
subsequently resigned from the Company. The terms of the Company's employment
agreements with the remaining Named Executive Officers (collectively, the
"Current Senior Executives"), provide (i) that Mr. Rivkin receive a salary of
$150,000 per year and Mr. Sylva receive a salary of $110,000 per year (Mr.
Sylva's salary was increased to $125,000 per year effective January 1996); and
(ii) that each of the Current Senior Executives agree not to compete with
BioSafe following termination of his employment by BioSafe for a period of one
year following such termination. The terms of these agreements provide that they
shall continue in effect until terminated by either party, which right BioSafe
may exercise with or without cause at any time, which right such executive may
exercise on 90 days' written notice at any time in the case of Mr. Sylva and on
30 days' written notice at any time in the case of Mr. Rivkin.
7
<PAGE> 10
STOCK PERFORMANCE GRAPH
The Securities and Exchange Commission requires the Company to present a
chart comparing the cumulative total shareholder return on its Common Stock with
the cumulative total shareholder return of (i) a broad equity market index and
(ii) a published industry index or peer group. Although such a chart would
normally be for a five-year period, the Common Stock has been listed on the
Nasdaq Small-Cap Market only since November 14, 1995 and, as a result, the
following chart reflects only the period during which the Common Stock has been
listed on that market. The chart compares the Common Stock with (i) the Media
General Nasdaq Market Value Index (the "Nasdaq Index") and (ii) the Media
General Waste Management Industry Index (the "Waste Management Index"). The
total return for each of the Common Stock, the Nasdaq Index and the Waste
Management Index assumes the reinvestment of dividends, although dividends have
not been declared on the Company's Common Stock. This chart assumes an
investment of $100 on November 14, 1995 in each of the Common Stock, the stocks
comprising the Nasdaq Index and the stocks comprising the Waste Management
Index. The Nasdaq Index tracks the aggregate price performance of all domestic
equity securities traded on the Nasdaq Market.
<TABLE>
COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, INDUSTRY INDEX AND BROAD MARKET
<CAPTION>
MEASUREMENT PERIOD BIOSAFE INDUSTRY
(FISCAL YEAR COVERED) INTERNAT INC INDEX BROAD MARKET
<S> <C> <C> <C>
11/14/95 100.00 100.00 100.00
12/31/95 89.33 107.37 101.13
</TABLE>
8
<PAGE> 11
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee's executive compensation philosophy is to
establish competitive levels of compensation, link management's pay to the
achievement of the Company's performance goals, and enable the Company to
attract and retain qualified management. The Company's compensation policies
seek to align the financial interests of senior management of the Company with
those of the stockholders.
Base Salary. The Company has established base salary levels for senior
management based on a number of factors, including market salaries for such
positions, the responsibilities of the position, the experience, and the
required knowledge of the individual. The Compensation Committee attempts to fix
base salaries on a basis generally in line with base salary levels for
comparable companies.
Incentive Stock. During each fiscal year the non-employee directors who are
members of the Compensation Committee may consider granting senior executives of
the Company awards under the Plan. Such awards are based on various factors,
including both corporate and individual performance during the preceding year
and incentives to reach certain goals during future years.
Compensation of the Chief Executive Officer and Other Named Executive
Officers. The Chief Executive Officer's 1995 base compensation of $180,000 per
annum was determined by the terms of a 1993 employment agreement. No cash bonus
or stock options were granted to the Chief Executive Officer or any of the Named
Executive Officers with respect to fiscal 1995, which reflects the Committee's
recognition that the Company experienced a substantial net loss during fiscal
1995.
Submitted by the Compensation Committee:
Jay Matulich
(James Baker, who had served as a Director of the Company and a member of the
Compensation Committee during 1995, resigned from the Board of Directors on
December 30, 1995.)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has not yet appointed a member to join Mr. Matulich
on the Compensation Committee after the resignation of Mr. Baker from the Board
of Directors on December 30, 1995. No member of the Compensation Committee has
served as an officer of the Company.
PRINCIPAL STOCKHOLDERS
The following table presents information as to all directors and senior
executive officers of the Company as of April 29, 1996 and persons or entities
known to the Company to be beneficial owners of more than 5% of the Company's
Common Stock as of December 31, 1995, unless otherwise indicated, based on
representations of officers and directors of the Company and filings received by
the Company on Schedules 13D and 13G or Form 13F under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). All such information was provided
by the stockholders listed and reflects their beneficial ownership known by the
Company on April 29, 1996.
9
<PAGE> 12
<TABLE>
BENEFICIAL OWNERSHIP
--------------------
<CAPTION>
DIRECTORS, OFFICERS SHARES PERCENT
AND 5% SHAREHOLDERS(1) OWNED OF CLASS
---------------------- ------ --------
<S> <C> <C>
Liviakis Financial
Communications, Inc. 920,000 7.8%
2118 P Street, Suite C
Sacramento, CA 95816
Jay Matulich(5) 7,600 *
Ms. Marguerite Piret(6)(8) 827,925 7.0%
162 Washington Street
Belmont, MA 02178
Robert Rivkin(2) 44,625 *
Dr. Richard Rosen(6)(7) 1,423,459 12.1%
162 Washington Street
Belmont, MA 02178
Dr. Barry Simmons(3) 216,249 1.8%
Daniel J. Shannon(4) 10,938 *
Philip Strauss 0 0
S. Russell Sylva(2) 45,063 *
Bill G. Taylor 211,000 1.8%
All directors and officers as a
group (7 persons) 535,475 4.5%
<FN>
- -------------------------
* less than 1%
(1) The persons named in the above table have sole voting and investing power
with respect to all shares shown as beneficially owned by them subject to
community property laws where applicable and the information contained in
footnotes to this table.
(2) Includes 43,750 shares subject to stock options which are fully vested and
currently exercisable.
(3) Includes 16,624 shares of Common Stock held by Dr. Simmons' immediate
family, including two minor children and one adult child, of which shares
he disclaims beneficial ownership.
(4) Includes 10,938 shares subject to stock options which are fully vested and
currently exercisable.
</TABLE>
10
<PAGE> 13
(5) Shareholdings do not include shares and warrants held by Capital Growth
International, L.P., of which Mr. Matulich disclaims beneficial ownership.
(6) Dr. Rosen and Ms. Piret are husband and wife. Each disclaims beneficial
ownership of the shares held by the other.
(7) Includes 262,500 shares of Common Stock held by Dr. Rosen's two children,
of which shares he disclaims beneficial ownership. One child, who holds
131,250 shares of Common Stock, is a minor, and the other is not. Also
includes 43,750 shares subject to stock options which are fully vested and
currently exercisable.
(8) Includes 262,500 shares of Common Stock held by Ms. Piret's two children,
of which shares she disclaims beneficial ownership. One child, who holds
131,250 shares of Common Stock, is a minor, and the other is not.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and the Nasdaq Small-Cap Market. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company and written representations that no other reports were required during
the fiscal year ended December 31, 1995, all Section 16(a) filing requirements
applicable to its executive officers, directors and greater than 10% beneficial
owners were satisfied, except that Dr. Richard Rosen inadvertently filed a Form
4 Statement of Changes in Beneficial Ownership, which was due by August 10,
1995, approximately 40 days late.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Jay Matulich, a Director of the Company, is a Senior Vice President of
Capital Growth, which holds 175,000 shares of Common Stock and 57,745 Placement
Agent Warrants at an exercise price of $2.30 per share. Capital Growth received
these securities as part of a total compensation package including 200,000
shares of Common Stock and 720,000 Placement Agent Warrants, together with a
gross fee of $808,000, as consideration for placement agent services rendered on
behalf of the Company during March and April 1995. Capital Growth was also the
placement agent for the private placement of Units consisting of convertible
debentures and Series F Warrants to overseas investors. In connection with this
overseas offering, Capital Growth received a fee calculated as 8% of gross
proceeds, resulting in approximately $896,000, and 700,563 warrants to purchase
shares of the Company's Common Stock at an exercise price of $10.00 per share.
Mr. Golub, a Nominee, received 17,000 of these warrants and $10,000 in
compensation from Capital Growth for services he rendered to Capital Growth
during 1995. Through March 29, 1996, Capital Growth also has a continuing
relationship with the Company pursuant to which Capital Growth provided advisory
and investment banking services to the Company, principally in connection with
financing matters. The Company paid Capital Growth $4,500 per month for such
services, beginning on March 29, 1995. The terms of this relationship were
comparable to terms that would have been obtainable from unaffiliated sources.
Liviakis Financial Communications, Inc. ("Liviakis") holds 920,000 shares
of Common Stock, which amounts to more than 5% of the currently outstanding
shares of Common Stock. Liviakis has entered into a consulting agreement with
the Company which terminates March 29, 1997. Under this agreement, Liviakis will
assist the Company in matters concerning financial communications, investor
relations and corporate finance. Liviakis was not affiliated with the Company
immediately before the date of the consulting agreement. In addition, as
continuing compensation for such services, the Company will issue 10,000 shares
of Common Stock every four months to Liviakis until March 1997.
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Newbury, Piret & Co., Inc., of which Marguerite Piret, a current Director
of the Company but not a Nominee, is a principal, has provided investment
banking services to the Company in connection with specific identified projects
upon request by the Company when a need for specialized services available from
that firm existed. Compensation in connection with any such projects is based on
hourly rates. The terms of this relationship are comparable to terms that would
have been obtainable from unaffiliated sources.
PROPOSAL II
APPROVAL OF AMENDED OPTION PLAN
The Company uses stock options as an important part of the overall
compensation structure for its employees. As explained in "Report of the
Compensation Committee" above, the Board of Directors and the Compensation
Committee believe that it is desirable to use equity-based incentives to retain,
motivate and attract quality personnel for the Company. Prior to the Board of
Directors' approval in September 1995 of an amendment to the BioSafe 1995 Stock
Option Plan (the "Plan"), the Plan provided for grants of options to purchase up
to 787,500 shares of Common Stock. Options granted under the Option Plan may be
either Incentive Stock Options or Non-Qualified Options. Of this amount, options
to purchase 425,375 shares were granted to officers and employees of the Company
and outstanding on April 29, 1996 of which 287,500 were granted to officers of
the Company. The Company believes that the remaining 362,125 shares available
under the Plan would be insufficient to fully serve the Company's long-term
compensation requirements after 1996. Accordingly, the Board of Directors has
voted, subject to stockholder approval, to amend the Plan to permit the grant of
options to purchase up to 712,500 additional shares of Common Stock of the
Company (the "Amended Option Plan"). On April 29, 1996 outstanding and
unexercised options equaled 3.9% of the Company's total outstanding shares of
Common Stock. A summary of the Amended Option Plan is set forth below.
SUMMARY OF THE AMENDED OPTION PLAN
The following description of certain features of the Amended Option Plan is
intended to be a summary only and is qualified in its entirety by reference to
the full text of the Amended Option Plan.
Number of Shares Subject to the Amended Option Plan. The Amended Option
Plan provides for the issuance of, or grant of options to purchase, up to
1,500,000 shares of Common Stock. The proceeds received by the Company from
option exercises under the Amended Option Plan will be used for the general
corporate purposes. On April 29, 1996, the closing price of the Company's Common
Stock, as reported on the Nasdaq Small-Cap Market, was $2.75 per share.
Plan Administration. The Plan is administered by the Compensation Committee
of the Board of Directors of the Company. All members of the Committee are
required to be and are "Disinterested Persons," as that term is defined under
the rules promulgated by the Securities and Exchange Commission and "Outside
Directors," as that term is defined under Section 162(m) of the Code and the
regulations promulgated thereunder.
Awards under the Amended Option Plan. The Amended Option Plan provides for
the grant of incentive stock options ("Incentive Options") and non-qualified
stock options ("Non-Qualified Options"); stock appreciation rights, restricted
and unrestricted share of Common Stock, performance shares and dividend
equivalent rights.
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Eligibility. Persons eligible to participate in the Plan are those full- or
part-time officers, other employees and other key persons of the Company or its
subsidiaries who are responsible for or contribute to the management, growth or
profitability of the Company and its subsidiaries, as selected from time to time
by the Committee in its sole discretion. Independent Directors of the Company
are eligible to receive awards under the Plan on a limited basis.
Nature of Options. Options under the Amended Option Plan may be either
Incentive Options within the definition of Section 422 of the Internal Revenue
Code of 1986 (the "Code"), as amended, or Non-Qualified Options.
Stock Appreciation Rights. Upon exercise of a stock appreciation right, the
recipient will receive an amount of cash, shares of Common Stock, or any
combination of cash and shares the Committee deems appropriate, equal to the
excess of the fair market value of a share of Common Stock on the date of
exercise over the exercise price specified in the right (or, in the case of a
tandem right, the exercise price specified in the related option) multiplied by
the number of shares with respect to which the right was exercised.
Restricted Stock. A restricted award entitles the recipient to receive
shares of Common Stock subject to such conditions and restrictions as the
Committee may determine. Upon the satisfaction of any conditions prescribed by
the Committee, the restrictions applicable to the Restricted Stock will lapse
and the shares will be deemed vested in the participant.
Performance Share Awards. Upon the satisfaction of any performance goals
prescribed by the Committee, the recipient of a Performance Share Award shall
receive shares of Common Stock. A recipient of Performance Shares will have the
rights of a shareholder only with respect to shares actually received by the
participant and not with respect to shares that are subject to the satisfaction
of performance goals.
Dividend Equivalent Rights. Dividend Equivalent Rights entitle the
recipient to receive credits for dividends that would be paid if the grantee had
held specified shares of the Common Stock. Dividend equivalents credited under
the Plan may be paid currently or be deemed to be reinvested in additional
shares of Common Stock, which may thereafter accrue additional dividend
equivalents at fair market value at the time of deemed reinvestment or on the
terms then governing the reinvestment of dividends under the Company's dividend
reinvestment plan, if any.
Other Option Terms. The Committee has authority to determine the terms of
options granted under the Amended Option Plan, provided, however, that no
Incentive Option or Nonqualified Option may be granted with an exercise price
that is less than the fair market value of the shares of Common Stock at the
date of the option grant. The Amended Option Plan provides that such fair market
value will be deemed to be the last reported sale price of the shares of Common
Stock on the principal stock exchange on which the shares of Common Stock are
listed. Options may be exercised subject to such vesting schedule as the
Committee determines, except that no option shall be exercisable after the tenth
anniversary of the date of an Incentive Option. In the event of a Change in
Control, as defined in the Amended Option Plan, all outstanding Stock Options
and Stock Appreciation Rights shall automatically become exercisable and vested
in full and all Restricted Stock Awards and Performance Share Awards shall be
subject to such terms as provided by the Committee. No option granted under the
Amended Option Plan is transferable by the optionee other than by will or
applicable law of intestate succession, and options may be exercised during the
optionee's lifetime only by the optionee or his or her guardian or legal
representative. Options granted under the Option Plan expire on the tenth
anniversary of the date of grant.
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Options under the Amended Option Plan may be exercised for cash or, if
permitted by the Committee, by transfer to the Company of shares of Common Stock
having a fair market value equivalent to the option exercise price of the shares
being purchased, or by compliance with certain provisions pursuant to which a
securities broker delivers the purchase price for the shares to the Company on
behalf of the Option holder. To qualify as Incentive Options, options must meet
additional federal tax requirements, including limits on the value of shares of
Common Stock subject to Incentive Options which first become exercisable in any
one year.
Adjustments for Stock Dividends, Mergers, etc. The Amended Option Plan
authorizes the Committee to make appropriate adjustments to the number of shares
of Common Stock that are subject to the Amended Option Pan and of any
outstanding option to reflect stock dividends, stock splits and similar events.
In the event of a merger, liquidation or similar event, the Committee in its
discretion may provide for appropriate substitution or adjustments.
Tax Withholdings. Optionees under the Amended Option Plan are responsible
for the payment of any federal, state or local taxes that the Company is
required by law to withhold upon any option exercise. Optionees may elect to
have such tax withholding obligations satisfied either by authorizing the
Company to withhold shares of Common Stock to be issued pursuant to an option
exercise or by transferring to the Company shares of Common Stock having a value
equal to the amount of such taxes. Such an election is subject to certain
limitations for participants subject to the requirements of Section 16(b) of the
Exchange Act.
TAX ASPECTS UNDER THE U.S. INTERNAL REVENUE CODE
The following is a summary of the principal federal income tax consequences
of transactions under the Amended Option Plan. It does not describe all federal
tax consequences under the Amended Option Plan, nor does it describe state or
local tax consequences.
Incentive Options. No taxable income is generally realized by the optionee
upon the grant or exercise of an Incentive Option. If shares of Common Stock
issued to an optionee pursuant to the exercise of an Incentive Option are not
sold or transferred within two years from the date of grant or within one year
after the date of exercise, then (1) upon sale of such shares, any amount
realized in excess of the option price (the amount paid for the shares) will be
taxed to the optionee as a long-term capital gain and any loss sustained will be
a long-term capital loss, and (2) there will be no deduction for the Company for
federal income tax purposes. The exercise of an Incentive Option will give rise
to an item of tax preference that may result in alternative minimum tax
liability for the optionee.
If shares of Common Stock acquired upon the exercise of an Incentive Option
are disposed of prior to the expiration of the two-year and one-year holding
periods described above (a "disqualifying disposition"), generally (1) the
optionee will realize ordinary income in the year of disposition in an amount
equal to the excess (if any) of the fair market value of the shares of Common
Stock at exercise (or, if less, the amount realized on a sale of such shares of
Common Stock) over the option price thereof, and (2) the Company will be
entitled to deduct such amount. Special rules will apply where the optionee is
subject to Section 16(b) of the Exchange Act or where all or a portion of the
exercise price of the Incentive Option is paid by tendering shares of Common
Stock.
If an Incentive Option is exercised at a time when it no longer qualifies
for the tax treatment described above, the option is treated as a Nonqualified
Option. Generally, an Incentive Option will not be eligible for the tax
treatment described above if it is exercised more than three months following
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<PAGE> 17
termination of employment (or six months or one year in the case of termination
of employment by reason of death or disability, respectively).
Nonqualified Options. With respect to Nonqualified Options under the
Amended Option Plan, no income is realized by the optionee at the time the
option is granted. Generally, (1) at exercise, ordinary income is realized by
the optionee in an amount equal to the difference between the option price and
the fair market value of the shares of Common Stock on the date of exercise, and
the Company receives a tax deduction for the same amount, and (2) at
disposition, appreciation or depreciation after the date of exercise is treated
as either short-term or long-term capital gain or loss depending on how long the
shares of Common Stock have been held. Special rules will apply where the
optionee is subject to Section 16(b) of the Exchange Act or where all or a
portion of the exercise price of the Nonqualified Option is paid by tendering
shares of Common Stock.
Recent Tax Law Changes. As a result of Section 162(m) of the Code, the
Company's deduction for Nonqualified Options and other awards under the Amended
Option Plan may be limited to the extent that a "covered employee" (i.e., the
Chief Executive Officer or other executive officer whose compensation is
required to be reported in the summary compensation table of this proxy
statement) receives compensation in excess of $1,000,000 in such taxable year.
GRANTS UNDER THE AMENDED OPTION PLAN
The Company cannot presently determine the awards, if any, that will be
made under the Amended Option Plan in 1996. The following table sets forth
information regarding option grants made to various participants and groups
under the Plan during 1995:
BIOSAFE INTERNATIONAL, INC. AMENDED AND RESTATED 1995 STOCK INCENTIVE PLAN
Number of
Option Shares
Granted in
Name of Participant or Group 1995
---------------------------- -------------
All senior executive officers as a group (one person)(1) 200,000
All directors, excluding executive officers, as a group -0-
All other employees, as a group 70,000
- ------------------
(1) On September 19, 1995, the Company granted an option to purchase 200,000
shares of Common Stock, at an exercise price of $5.44 per share, to Philip
Strauss in connection with his employment as Chief Operating Officer of the
Company on that date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
PROPOSAL III
APPROVAL OF 1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
On November 29, 1995, the Board of Directors adopted, subject to
stockholder approval, the 1995 Stock Option Plan for Non-Employee Directors (the
"Non-Employee Directors Plan"). At this meeting, the stockholders are being
asked to vote to approved the Non-Employee Directors Plan. The Board believes
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that the Non-Employees Directors Plan is an important element of the Company's
strategy for attracting and retaining highly-qualified Directors with
specialized experience in the Company's principal business area to provide
leadership and support for the Company.
SUMMARY OF PLAN
Under the Non-Employee Directors Plan, each Director of the Company will be
entitled to receive a grant of a Non-Qualified Option to purchase 10,000 shares
of the Company's Common Stock for each calendar year of service as a Director of
the Company commencing on January 1, 1996. Each such option is subject to
vesting at a rate of 2,500 shares for each year that the holder remains a
Director of the Company, such vesting to take place at the end of each calendar
year. In the case of a person who first becomes a Director during a calendar
year, such person will receive, for the year in which he or she first becomes a
Director, an option to purchase a pro rata portion of 10,000 shares of Common
Stock based on the number of days remaining in the calendar year following the
date in which he or she first becomes a Director, subject to annual vesting in
four annual increments as described above. All options are exercisable at a
price equal to the market value of the Company's Common Stock at the grant date,
which is the first business day of the calendar year if the optionee is a
Director on such date, or is otherwise the date on which the optionee becomes a
Director. Any Director who fails to attend three regularly scheduled meetings of
the Board in a calendar year will forfeit vesting of his or her option for the
year.
Restrictions on transfer of Options granted under the Non-Employee
Directors' Plan, provisions regarding their exercise, and provisions for
adjustment to reflect stock dividends, stock splits and similar events are
equivalent to those provided under the Amended Option Plan, and the tax
consequences of such options are as described above with respect to
non-qualified options. The Non-Employee Directors' Plan provides that the
provisions establishing the amount, price and timing of option grants under the
Non-Employee Directors' Plan shall not be amended more than once every six
months, other than to comport with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder. Options
granted under the Non-Employee Directors' Plan are treated as non-qualified
options for federal income tax purposes.
The table below shows the aggregate number of options that have been
granted to Non-Employee Directors by the Company in 1996, assuming adoption of
the 1995 Stock Option Plan for Non-Employee Directors. Each option granted has
an exercise price equal to 100% of the fair market value.
BioSafe International, Inc. 1995 Stock Option Plan
for Non-Employee Directors
Number of Option
Shares Granted
Name of Group in 1996
- ------------- -------
Non-Employee Directors 52,986
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
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PROPOSAL IV
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The accounting firm of KPMG Peat Marwick LLP has served as the Company's
independent auditors since March 29, 1995. On May 3, 1996, the Board of
Directors voted to appoint KPMG Peat Marwick LLP as the Company's independent
auditors for the current fiscal year. The Board of Directors recommends the
ratification of this selection. A representative of KPMG Peat Marwick LLP will
be present at the Annual Meeting, will be given the opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
OTHER MATTERS
SOLICITATION OF PROXIES
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. In addition to the solicitation of proxies by mail, the
directors, officers and employees of the Company may also solicit proxies
personally or by telephone without additional compensation for such activities.
The Company will also request persons, firms and corporations holding shares in
their names or in the names of their nominees, which are beneficially owned by
others, to send proxy materials to and obtain proxies from such beneficial
owners. The Company will reimburse such holders for their reasonable expenses.
STOCKHOLDER PROPOSALS
A stockholder proposal submitted pursuant to Exchange Act Rule 14a-8 for
inclusion in the Company's proxy statement and form of proxy for the 1997 annual
meeting of stockholders must be received by the Company by January 24, 1997.
Such a proposal must also comply with the requirements as to form and substance
established by the Securities and Exchange Commission for such a proposal to be
included in the proxy statement and form of proxy. Any such proposal should be
mailed to: Secretary, BioSafe International, Inc., 10 Fawcett Street, Cambridge,
Massachusetts 02138.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement that will be presented for action at the
Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY. PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
TODAY.
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BIOSAFE INTERNATIONAL, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS, JUNE 24, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Philip Strauss and Robert Rivkin, and
each of them, as Proxies of the undersigned, with full power of substitution,
and authorizes each of them to represent and to vote all shares of Common Stock
of BioSafe International, Inc. (the "Company") held by the undersigned as of
the close of business on April 25, 1996, at the Annual Meeting of Stockholders
to be held at Goodwin, Procter & Hoar LLP, 53 State Street, Second Floor
Conference Center, Boston, Massachusetts on Monday, June 24, 1996, at 4:00
p.m., local time, and at any adjournments or postponements thereof. The
undersigned hereby acknowledge(s) receipt of a copy of the accompanying Notice
of Annual Meeting of Stockholders, the Proxy Statement with respect thereto and
the Company's 1995 Annual Report to Stockholders, and hereby revoke(s) any
proxy or proxies heretofore given. This proxy may be revoked at any time before
it is executed. PLEASE MARK BOXES WITH AN X IN BLUE OR BLACK INK.
1. To elect the following persons as Directors:
Richard Golub, Jay Matulich, William B. Philipbar, Daniel J.
Shannon, Dr. Barry Simmons, Philip Strauss and Bill G. Taylor.
/ / FOR ALL NOMINEES / / WITHHELD FROM ALL NOMINEES
/ / FOR, EXCEPT VOTE WITHHELD FROM THE FOLLOWING NOMINEE(S)____________________
2. To approve an amendment to the Company's 1995 Stock Option and
Incentive Plan (the "1995 Plan") to increase the number of shares of
the Company's Common Stock available for issuance under the 1995
Plan, as described in the Proxy Statement.
/ / FOR / / AGAINST / / ABSTAIN
3. To approve the Company's 1995 Stock Option Plan for Non-Employee
Directors.
/ / FOR / / AGAINST / / ABSTAIN
4. To ratify the selection of KPMG Peat Marwick, L.L.P. as the
independent auditors of the Company for the fiscal year ending
December 31, 1996.
/ / FOR / / AGAINST / / ABSTAIN
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL THE NOMINEES LISTED IN PROPOSAL 1 AND
FOR THE ITEMS DESCRIBED IN PROPOSALS 2, 3 AND 4 AND AT THE PROXIES' DISCRETION
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. PLEASE SIGN,
DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
Please sign name exactly as shown. Where there
is more then one holder, each should sign the
proxy. When signing as an attorney,
administrator, executor, guardian or trustee,
please add your title as such. If executed by
a corporation, the proxy should be signed by a
duly authorized person, stating his or her title
or authority.
Dated: _____________________________, 1996
