<PAGE>
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
/ / 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 Section240.14a-11(c) or
Section240.14a-12
BRITE VOICE SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(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>
[LOGO]
BRITE VOICE SYSTEMS, INC.
250 INTERNATIONAL DRIVE, SUITE 300
HEATHROW, FLORIDA 32746
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1998
---------------------
To Our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Brite
Voice Systems, Inc. will be held at the Company's corporate headquarters, 250
International Drive, Suite 300, Heathrow, Florida, on Tuesday, May 12, 1998, at
9:30 a.m., for the following purposes:
1. To elect a Board of Directors (seven members) to serve until the next
Annual Meeting of Stockholders and until their respective successors
have been elected and qualified;
2. To approve an amendment to the Company's 1994 Employee Stock Purchase
Plan to increase the number of shares available for issuance thereunder
from 200,000 to 500,000;
3. To approve and ratify the appointment of Arthur Andersen LLP,
independent public accountants, as auditors for the current fiscal year;
and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The enclosed Proxy Statement includes information relating to these
proposals.
All stockholders of record as of the close of business on March 31, 1998,
are entitled either to attend and vote in person any shares held by them or to
attend and vote by proxy any shares held by them. A majority of the outstanding
shares of the Company is required for a quorum.
The Board of Directors and management sincerely desire your presence at the
meeting. However, so that we may be sure that your vote will be included, please
sign and return the enclosed proxy promptly. If you attend the meeting, you may
revoke your proxy and vote in person.
By Order of the Board of Directors
[SIGNATURE]
Glenn A. Etherington
SECRETARY
April 10, 1998
IMPORTANT
PLEASE SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED STAMPED ENVELOPE. THE PROXY MAY BE REVOKED BY YOU AND THE SUBMISSION
OF YOUR PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE
MEETING.
<PAGE>
BRITE VOICE SYSTEMS, INC.
250 INTERNATIONAL PARKWAY, SUITE 300
HEATHROW, FLORIDA 32746
------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 12, 1998
---------------------
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished by the Board of Directors of Brite Voice
Systems, Inc. (the "Company") in connection with the solicitation of proxies for
use at the Annual Meeting of Stockholders to be held May 12, 1998, at the
Company's corporate headquarters, 250 International Parkway, Suite 300,
Heathrow, Florida, and at any adjournment thereof. The shares represented by the
form of proxy enclosed herewith will be voted in accordance with the
specifications noted thereon. If no choice is specified, said shares will be
voted in favor of the proposals set forth in the attached notice. The proxy also
confers discretionary authority with respect to amendments or variations to
matters identified in the Notice of Meeting and other matters which may properly
come before the meeting. There are no rights of appraisal or similar rights of
dissenters with respect to any of the matters proposed to be considered at the
meeting. The approximate date on which this Proxy Statement and the enclosed
proxy are first being sent to stockholders is April 10, 1998.
A stockholder who has given a proxy may revoke it as to any motion on which
a vote has not already been passed by signing a proxy bearing a later date or by
a written notice delivered to the Secretary of the Company at the office of the
Company, at any time up to the meeting or any adjournment thereof, or delivered
to the Chairman of the meeting on the day of the meeting or any adjournment
thereof. A stockholder may appoint a person, other than the Board of Directors'
nominees, to represent him at the meeting. This right may be exercised by the
insertion of said person's name in the blank space provided and by striking out
the names of the Board of Directors' nominees, or by the submission of a similar
form of proxy.
The cost of solicitation of these proxies will be paid by the Company,
including reimbursements paid to brokerage firms and other custodians, nominees
and fiduciaries for reasonable costs incurred in forwarding the proxy material
to, and solicitation of proxies from, the beneficial owners of shares held of
record by such persons. The Company has not engaged any person to solicit
proxies in connection with the meeting.
VOTING AT MEETING
Only stockholders of record on the books of the Company at the close of
business on March 31, 1998, the record date established for the Annual Meeting,
will be entitled to vote at the meeting. On March 31, 1998, there were
12,113,705 shares of Common Stock outstanding and no other voting securities.
Stockholders of the Company have the right to cumulate votes in the election of
Directors (i.e., each stockholder is entitled to as many votes as equals the
number of shares of stock held by him or her on the record date, multiplied by
the number of Directors to be elected, and such votes may all be cast for a
single candidate, or may be distributed among several or all of the candidates,
as the stockholder sees fit). On all other matters, all stockholders are
entitled to one vote per share. Directors are elected by a plurality vote. All
other proposals will be determined by a vote of a majority of the shares present
in person or represented by proxy and voting on such matters.
Shares represented by proxies containing abstentions, or indicating broker
non-votes, will be considered as present at the meeting for purposes of
determining the presence of a quorum. However, abstentions and broker non-votes
will not otherwise be counted on any matters.
<PAGE>
COMMON STOCK OWNERSHIP
The following table sets forth certain information, furnished by the persons
named below, concerning beneficial ownership of the Company's Common Stock as of
February 20, 1998 (except as otherwise indicated) by (i) each person known by
the Company to own beneficially more than 5% of the outstanding shares of Common
Stock; (ii) each Director and nominee for Director of the Company; (iii) each of
the executive officers named in the table under the heading "Compensation of
Directors and Executive Officers -- Summary Compensation Table"; and (iv) all
Directors and officers of the Company as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OWNED (1) CLASS (2)
- --------------------------------------------------------------------------- ---------------- -----------
<S> <C> <C>
Stanley G. Brannan ........................................................ 1,417,462(3) 11.67%
7309 East 21st Street North
Wichita, Kansas 67206
Alan C. Maltz ............................................................. 1,305,106(4) 10.82%
29 Chelsea Drive
Livingston, New Jersey 07039
Perry E. Esping............................................................ 448,500 3.71%
C. MacKay Ganson, Jr....................................................... 32,362(5) *
David S. Gergacz........................................................... 209,000 1.70%
Gerald V. Butler........................................................... 47,750 *
John F. Kelsey, III........................................................ 10,833 *
Scott A. Maltz............................................................. 472,621 3.92%
Ray S. Naeini.............................................................. 5,000 *
Donald R. Walsh............................................................ 81,448 *
All Directors and Executive Officers as a Group (17 persons)............... 4,147,329 32.85%
</TABLE>
- ------------------------
* Less than 1% of the outstanding Common Stock
(1) Except as otherwise indicated, the listed beneficial owner has sole voting
and investment power with respect to such shares.
(2) In calculating the percentages shown, as required by the proxy solicitation
rules of the Securities and Exchange Commission, the number of shares owned
by the named individuals includes the shares they had the right to purchase
within 60 days of February 20, 1998 upon exercise of stock options. The
options held by the named individuals and the group are: Stanley G. Brannan
-- 75,000; Gerald V. Butler -- 43,750; Perry E. Esping -- 11,500; C. MacKay
Ganson, Jr. -- 11,500; David S. Gergacz -- 209,000; John F. Kelsey, III --
9,000; Ray S. Naeini -- 5,000; Donald R. Walsh -- 78,750; and the group --
558,222.
(3) Includes 25,000 shares owned by Mr. Brannan's wife. Also includes 10,000
shares held in trust for the benefit of Mr. Brannan's children, beneficial
ownership of which is disclaimed by Mr. Brannan.
(4) Includes 80,000 shares held by Mr. Maltz as custodian for his two minor
daughters, beneficial ownership of which is disclaimed by Mr. Maltz.
(5) Includes 4,300 shares held by Tucker Anthony & R.L. Day, Inc. for the
benefit of the C. MacKay Ganson, Jr. SEP IRA. Also includes 3,081 shares
held by the Charles M. Ganson Trust dated December 19, 1968 for the benefit
of Carol Ganson, as to which Mr. Ganson is trustee.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
NOMINEES
Pursuant to the Company's Bylaws, the Board of Directors has fixed the
number of Directors at seven and approved the slate of nominees identified
below. If any individual nominated for election as a Director is not available
at the time of the Annual Meeting to serve as a Director if so elected, proxies
cast on behalf of that nominee may be voted for the remaining nominees and for a
substitute nominee designated by the proxy holders or the current Board of
Directors. The Company expects all nominees to be available to serve if elected
as Directors. The nominees, and certain information with respect to each of
them, are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY DIRECTOR SINCE
- -------------------------------------------- --- -------------------------------------------- ----------------
<S> <C> <C> <C>
David S. Gergacz (1)........................ 49 President, Chief Executive Officer May 1994
and Chairman of the Board
Stanley G. Brannan.......................... 48 Director October 1984
Perry E. Esping (1)(2)...................... 63 Director May 1990
C. MacKay Ganson, Jr. (1)(2)(3)............. 58 Director August 1993
John F. Kelsey, III (1)(2)(3)............... 51 Director May 1994
Alan C. Maltz............................... 47 Director August 1995
Scott A. Maltz.............................. 41 Vice President and Director August 1995
</TABLE>
- ------------------------
(1) Member of Nominating Committee
(2) Member of Compensation Committee
(3) Member of Audit Committee
DAVID S. GERGACZ joined the Company in December 1996 as President and Chief
Executive Officer, and was named to the additional position of Chairman of the
Board in January 1998. Prior to joining the Company, Mr. Gergacz served as
president and chief executive officer for Cincinnati Bell Telephone, from
September 1995 to October 1996. From April 1993 to August 1995 he was president
and chief executive officer for Rogers Cantel Communications, Canada's leading
provider of wireless communications, cable television, long distance, publishing
and television and radio. From 1991 to 1993 he served as president and chief
executive officer of Boston Technology. He has also held many management
positions with companies in the telecommunications industry, including Sprint,
Bell Laboratories, AT&T and NYNEX.
STANLEY G. BRANNAN, the Company's founder, served as President, Chief
Executive Officer and Chairman of the Board from the Company's inception until
resigning as President and Chief Executive Officer in December 1996. Mr. Brannan
subsequently resigned as Chairman of the Board in January 1998. Prior to
founding the Company, Mr. Brannan founded Mycro-Tek, Inc., a company
specializing in the manufacture of microprocessor-based products used in
electronic newsroom systems and television character generators. When Mycro-Tek,
Inc. was acquired by Allied Corporation in 1980, Mr. Brannan was employed by
Allied and eventually became president of the company's Merganthaler USA
Division.
PERRY E. ESPING has served as chief executive officer and chairman of BRC
Holdings, Inc. (formerly Business Records Corporation), a publicly held
corporation headquartered in Dallas, Texas, since 1988. BRC Holdings, Inc.
provides services to county governments and manufactures election products. In
1971, Mr. Esping founded First Data Resources, Inc. and served as its chairman
and chief executive officer until January 1988. After American Express acquired
First Data Resources, Mr. Esping also served as president of American Express'
Data Based Services Group USA from 1986 until 1988. Mr. Esping is a director of
Computer Management Services, Inc.
C. MACKAY GANSON, JR. is a partner of Ganson & Company Fiduciary Services,
formerly Taylor, Ganson & Perin Fiduciary Services, a small, privately-held firm
providing fiduciary and trust services
3
<PAGE>
for individuals. Prior to 1982, Mr. Ganson was vice president with Bank of
Boston's venture capital affiliate. Mr. Ganson is active in venture capital
investing and serves as a director of several privately-held companies.
JOHN F. KELSEY, III is the founder and president of The Kelsey Group, Inc.,
a strategic planning and marketing analysis company in the interactive
publishing field. Founded in 1986, The Kelsey Group provides information and
decision-support services through publishing, consulting, conferences and
research. Its clients include numerous directory and newspaper publishers, new
media companies, technology suppliers and systems providers. Mr. Kelsey has been
involved in the electronic information services industry since 1978 when he was
responsible for strategic planning of interactive services at AT&T. Mr. Kelsey
also held several executive positions with Dow Jones & Company in the 1980s.
ALAN C. MALTZ became Executive Vice President and a Director of the Company
in August 1995, immediately following the Company's acquisition of Telecom
Services Limited (U.S.) Inc., Telecom Services Limited (West) Inc. ("TSL West"),
TSL Software Services, Inc., and TSL Management Group, Inc. (collectively the
"TSL Companies"), and resigned his position as Executive Vice President upon
fulfillment of the term of his employment contract in December 1997. Mr. Maltz
served as vice president and a director of TSL (West) and as president and a
director of each of the other TSL Companies since their incorporation at various
times between July 1986 and December 1992. Prior to the founding of the TSL
Companies, Mr. Maltz was vice president of telecommunications systems at Bankers
Trust Company, where he managed the engineering, design and operation of all
global telecommunications systems. Prior to his employment by Bankers Trust
Company, Mr. Maltz was employed as a project engineer by Western Union and New
York Telephone Company.
SCOTT A. MALTZ has served as Vice President and a Director of the Company
since August 1995, immediately following the Company's acquisition of the TSL
Companies, and has been Senior Vice President and General Manager-TSL since June
1996. Mr. Maltz was president of TSL (West) since its formation in 1989. Prior
to joining TSL, Mr. Maltz was employed by Bain & Company, a management
consulting firm where he consulted with clients in the telecommunications,
financial services and personal computer industries.
Under the terms of the Agreement and Plan of Reorganization and Merger
relating to the Company's acquisition of the TSL Companies, those persons who
were the stockholders of the TSL Companies had the right to designate two
persons to be nominated for election to the Company's Board of Directors during
the period that they collectively owned at least 20% of the issued and
outstanding shares of Common Stock, and will continue to have the right to
designate one person to be nominated for election until their collective
ownership is less than 10% of the issued and outstanding shares of Common Stock.
Alan C. Maltz and Scott A. Maltz were originally designated as nominees to the
Company's Board of Directors in August 1995 following consummation of the
merger. Alan C. Maltz and Scott A. Maltz are brothers.
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held five meetings during 1997,
including regularly scheduled and special meetings.
The Company currently has an Audit Committee, a Compensation Committee and a
Nominating Committee of the Board of Directors. The Audit Committee recommends
selection of the Company's independent auditors, reviews the scope and results
of the audit, makes inquiries as to the adequacy of the Company's accounting,
financial and operating controls, and reports findings and recommendations to
the Board. The Compensation Committee determines the cash compensation for all
Board-elected officers of the Company and determines the recipients and amounts
of stock option grants. The Nominating Committee makes recommendations to the
Board of Directors regarding potential nominees to the Board. During 1997, the
Audit Committee met once and the Compensation Committee met twice. The
Nominating Committee held no formal meetings during 1997.
4
<PAGE>
During 1997, all Directors attended at least 75% of the aggregate of all
meetings of the Board of Directors and the Committees, if any, on which they
served and which were held during the period that such persons served on the
Board or such Committees.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
DIRECTOR COMPENSATION
Directors of the Company who are not officers currently receive $1,000 for
each Board meeting personally attended, $250 for each conference telephone call
Board meeting attended and an annual fee of $5,500. Each Director also receives
$500 for each Committee meeting attended which is held other than in conjunction
with a regularly scheduled Board meeting. Directors are also reimbursed for
expenses incurred in attending such meetings.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows the cash and other
compensation paid or to be paid by the Company and its subsidiaries to (i) the
Company's chief executive officer, and (ii) the four most highly compensated
executive officers, other than the chief executive officer, who were serving as
executive officers as of December 31, 1997 (the "Named Executive Officers"),
during the years indicated and for services rendered in all capacities in which
they served:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
-------------------- ------------- ALL OTHER
SALARY (1) AWARDS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) BONUS ($) OPTIONS (#) ($)
- --------------------------------------------------- --------- --------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Stanley G. Brannan ................................ 1997 210,000 0 0 43,445(2)
Chairman of the Board 1996 210,000 15,218 44,000 3,351(3)
1995 200,000 54,400 100,000 3,169(4)
David S. Gergacz .................................. 1997 350,000 175,000 300,000 217,587(2)
President and Chief Executive Officer 1996 36,673 14,583 504,500 18(3)
1995 8,500 0 0 0
Gerald V. Butler .................................. 1997 176,400 35,097 0 3,279(2)
Executive Vice President of Engineering and 1996 168,000 51,425 22,000 3,351(3)
Worldwide Operations 1995 160,000 35,000 0 3,169(4)
Ray S. Naeini ..................................... 1997 152,539 82,186 20,000 108,451(2)
Vice President and General Manager, Network 1996 140,000 0 10,000 3,351(3)
Products 1995 10,769 0 0 0
Donald R. Walsh ................................... 1997 176,400 70,000 0 134,433(2)
Executive Vice President of Business Systems 1996 168,000 46,350 44,000 5,651(3)
1995 160,000 40,800 0 5,469(4)
</TABLE>
- ------------------------
(1) Includes directors fees paid to Mr. Gergacz of $9,750 for 1996 and $8,500
for 1995.
(2) Includes (a) matching contributions under the Company's 401(k) plan in the
amounts of $3,135 on behalf of Messrs. Brannan, Butler, Naeini and Walsh;
(b) term life insurance premiums in the amounts of $2,444 on behalf of Mr.
Walsh and $144 on behalf of each of Messrs. Brannan, Butler, Gergacz and
Naeini; and (c) relocation expense reimbursements in the amounts of $40,166
to Mr. Brannan, $217,443 to Mr. Gergacz, $105,172 to Mr. Naeini and $128,854
to Mr. Walsh.
(3) Includes (a) matching contributions under the Company's 401(k) plan in the
amounts of $3,135 on behalf of Messrs. Brannan, Butler and Walsh; and (b)
term life insurance premiums in the amounts of $2,516 on behalf of Mr.
Walsh, $18 on behalf of Mr. Gergacz, and $216 on behalf of each of Messrs.
Brannan, Butler and Naeini.
5
<PAGE>
(4) Includes (a) matching contributions under the Company's 401(k) plan in the
amounts of $3,049 on behalf of each of Messrs. Brannan, Butler and Walsh;
and (b) term life insurance premiums in the amounts of $2,420 on behalf of
Mr. Walsh and $120 on behalf of each of Messrs. Brannan and Butler.
The following table sets forth information concerning options to purchase
Common Stock granted during 1997 to the Named Executive Officers. The potential
realizable value amounts shown below represent values that might be realized
upon exercise immediately prior to the expiration of the term of the options
using 5% and 10% appreciation rates set by the Securities and Exchange
Commission, compounded annually, and therefore are not intended to forecast
possible future appreciation, if any, of the price of the Company's Common
Stock.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED ANNUAL
OPTIONS MARKET RATES OF STOCK PURCHASE
GRANTED TO PRICE PRICE APPRECIATION FOR
EMPLOYEES EXERCISE ON OPTION TERM
OPTIONS IN FISCAL PRICE DATE OF EXPIRATION -----------------------
NAME GRANTED(#) YEAR ($/SH) GRANT DATE 5% ($) 10% ($)
- ------------------------------ ----------- ----------- ----------- --------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
David S. Gergacz.............. 300,000(1) 50.38% $ 8.50 $ 8.50 12/02/06 $1,603,950 $ 4,064,445
Ray S. Naeini................. 20,0002 3.36% $ 8.50 $ 8.50 5/13/07 $ 106,930 $ 270,963
</TABLE>
- ------------------------------
(1) Granted under a Stock Option Agreement described below in the table titled
"Ten-Year Option Repricings". The options become exercisable as to 150,000
shares as of December 2, 1998 and 150,000 shares on December 2, 1999. The
options terminate on December 2, 2006 if not previously exercised. Upon
termination of Mr. Gergacz's employment by the Company, he will have the
right to exercise all then exercisable options within 90 days after the date
of termination. Upon the first to occur of (1) dissolution or liquidation of
the Company, (2) a merger or consolidation in which the Company is not the
surviving corporation, or (3) the acquisition of more than 50% of the
outstanding Common Stock of the Company by any person or group of related
persons acting in concert in a single transaction or series of related
transactions, all options will become immediately exercisable for a period
of 90 days.
(2) The options vest at 25% per year, beginning May 13, 1998.
The following table sets forth information concerning the acquisition of
shares of Common Stock under the Company's Employee Stock Purchase Plan during
1997 by the only Named Executive Officers to so acquire shares, and by all
executive officers as a group and all other employees as a group.
SHARES ACQUIRED UNDER EMPLOYEE STOCK PURCHASE PLAN
<TABLE>
<CAPTION>
DOLLAR VALUE
NAME OF INDIVIDUAL OR IDENTITY OF GROUP NUMBER OF SHARES PURCHASED ($)
- -------------------------------------------------------------------- --------------------------- ---------------
<S> <C> <C>
Gerald V. Butler.................................................... 1,000 $ 2,031
Donald R. Walsh..................................................... 1,000 $ 2,031
All Executive Officers as a Group (10 persons)...................... 3,265 $ 7,097
All Other Employees as a Group...................................... 63,216 $ 120,457
</TABLE>
- ------------------------
Shares are purchased at an exercise price equal to 85% of the lower of the
fair market value of the Common Stock on the grant date or the exercise date.
The dollar value equals the market value on the date of purchase minus the
purchase price.
The following table sets forth, for each of the Named Executive Officers,
information concerning each exercise of options to purchase Common Stock during
the year ended December 31, 1997 and the fiscal year-end value of unexercised
options.
6
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY OPTIONS
UNDERLYING UNEXERCISED AT FISCAL YEAR- END ($)
SHARES OPTIONS AT FISCAL YEAR-END ----------------------
ACQUIRED ON VALUE -------------------------- EXERCISABLE/
NAME EXERCISE REALIZED ($) EXERCISABLE/UNEXERCISABLE UNEXERCISABLE
- ----------------------------------- ----------- ------------ -------------------------- ----------------------
<S> <C> <C> <C> <C>
Stanley G. Brannan................. 0 0 50,000/94,000 0/0
Gerald V. Butler................... 0 0 43,750/28,250 0/0
David S. Gergacz................... 0 0 209,000/305,500 7,500/377,500
Ray S. Naeini...................... 0 0 2,500/27,500 0/25,000
Donald R. Walsh.................... 0 0 78,750/44,000 49,219/0
</TABLE>
The following table sets forth, information with respect to the cancellation
and replacement of options granted to the only Named Executive Officer who
received an adjustment or amendment to the exercise price of any stock option or
SAR previously awarded to any of the Named Executive Officers:
TEN-YEAR OPTION REPRICINGS
<TABLE>
<CAPTION>
SECURITIES
UNDERLYING LENGTH OF
NUMBER OF MARKET PRICE OF EXERCISE PRICE ORIGINAL OPTION
OPTIONS/SARS STOCK AT TIME OF AT TIME OF NEW TERM REMAINING AT
REPRICED OR REPRICING REPRICING OR EXERCISE DATE OF REPRICING
NAME AND POSITION DATE AMENDED (#) AMENDMENT OR ($) AMENDMENT ($) PRICE ($) OR AMENDMENT
- -------------------------- --------- ------------- ----------------- -------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
David S. Gergacz, ........ May 13, 300,000 $ 8.50 $ 14.875 $ 8.50 9 years, 5 months
President, CEO and 1997
Chairman
</TABLE>
Under an Employment Agreement dated December 2, 1996, Mr. Gergacz was
granted options to purchase 500,000 shares of the Company's Common Stock at an
exercise price of $14.875 per share. Options covering 100,000 shares became
exercisable immediately and options covering an additional 100,000 shares vested
on December 2, 1997. Options covering 150,000 shares were scheduled to vest on
December 2, 1998 (the "1998 Option") and options covering an additional 150,000
shares were scheduled to vest on December 2, 1999 (the "1999 Option"). Pursuant
to a Stock Option Agreement with the Company, Mr. Gergacz surrendered the 1998
and 1999 Options and was granted the options identified above which are
exercisable as to 150,000 shares on December 2, 1998, and 150,000 shares on
December 2, 1999.
7
<PAGE>
EMPLOYMENT AGREEMENTS; CHANGE IN CONTROL ARRANGEMENTS
David S. Gergacz is serving as President and Chief Executive Officer of the
Company under an Employment Agreement dated December 2, 1996. The Agreement
provides for a minimum annual base salary of $350,000. For the year ended
December 31, 1997, Mr. Gergacz received a guaranteed bonus of $175,000. During
each employment year after 1997, Mr. Gergacz will be entitled to a performance
bonus of up to 50% of his base salary upon the attainment of reasonable
performance goals established by the Board of Directors. The Agreement provides
that, during each year of his employment, beginning in 2000, he will be granted
options to purchase at least 20,000 shares of the Company's Common Stock at an
exercise price equal to the fair market value of the Common Stock on the grant
date. The Agreement also provides for benefits generally provided to other
executive officers of the Company. Upon termination of the Agreement for Cause
(as defined in the Agreement), Mr. Gergacz will be entitled to payment of his
base salary, accrued bonus (if any), and benefits existing at the time of
termination. If termination occurs other than for cause, Mr. Gergacz will be
entitled to payment of his base salary, bonus and other benefits existing at the
time of such termination for a period of one year thereafter. Upon a Change in
Control (as defined in the Agreement), if Mr. Gergacz is either terminated or
elects to resign, he will be entitled to payment of his base salary, bonus and
benefits for a period of two years after the date of termination. The Agreement
prohibits Mr. Gergacz from competing with the Company, directly or indirectly,
in certain respects during the term of employment and for a period of one year
thereafter.
Mr. Gergacz is the holder of options to purchase up to 500,000 shares of the
Company's Common Stock granted under either the Employment Agreement or pursuant
to the Stock Option Agreement described in the table titled "Ten-Year Option
Repricings" above. Upon termination of Mr. Gergacz's employment by the Company,
he will have the right to exercise all then exercisable options within 90 days
after the date of termination. Upon the first to occur of (i) dissolution or
liquidation of the Company, (ii) a merger or consolidation in which the Company
is not the surviving corporation, or (iii) the acquisition of more than 50% of
outstanding Common Stock of the Company by any person or group of related
persons acting in concert in a single transaction or series of related
transactions, all options will become immediately exercisable for a period of 90
days.
In connection with the relocation of the Company's corporate headquarters to
Heathrow, Florida, the Company entered into Employment Agreements with certain
executive officers, including certain of the Named Executive Officers, which
assured the continued employment of such persons for a period of one year from
the effective date of their relocation. Donald R. Walsh is serving as Executive
Vice President of Business Systems under an agreement that extends through July
1, 1998 and provides for a base annualized salary of $176,400. Ray S. Naeini is
serving as Vice President and General Manager, Network Products, under an
agreement that extends through September 1, 1998 at an annualized salary of
$165,000. Each of the agreements provides for participation in such incentive
compensation programs as are made available to other Brite officers having
positions of similar responsibility. Under each agreement, if the employee is
terminated for Cause (as defined in the related agreement), he is entitled to
accrued salary and bonus to the date of termination. If the employee is
terminated other than for Cause, he will be entitled to the greater of the
aggregate amount of salary and bonus due to the employee through the end of the
term of the agreement, or severance pay according to the Company's severance
policy then in effect, plus accrued salary and bonus to the termination date.
Under an agreement dated January 12, 1998, Stanley G. Brannan resigned as
Chairman of the Board of Directors of the Company and agreed to provide certain
consulting services to the Company until July 1, 1998. Mr. Brannan was paid
severance in the amount of $105,000. In addition, Mr. Brannan will be reimbursed
for relocation costs up to $10,000, and will receive consulting fees of $50,000.
The agreement restricts Mr. Brannan from competing with the Company, directly or
indirectly, for a period of 18 months.
8
<PAGE>
Certain of the Company's executive officers have been granted options under
the Company's 1994 Stock Option Plan. In the event of the dissolution or
liquidation of the Company, a merger or consolidation in which the Company is
not the surviving corporation, or a change of ownership involving the transfer
of in excess of 50% of the then outstanding Common Stock to a corporation or
other entity, person or group of affiliated persons (hereafter "a Transaction"),
holders of options will have the right, immediately prior to consummation of the
Transaction, to exercise all options granted thereunder without regard to the
vesting provisions contained in the applicable option agreements. However, the
Board of Directors may, in its sole discretion, determine that such immediate
vesting of the right to exercise outstanding options is not in the best
interests of the Company, in which event the successor corporation would be
required to agree to assume the outstanding options or substitute therefor
comparable options of such successor corporation.
CERTAIN TRANSACTIONS
From time to time the Company has leased certain aircraft from entities
owned and controlled by Stanley G. Brannan. Under the lease arrangements, the
operator assumed responsibility for all expenses associated with the aircraft,
other than fuel, and the Company paid $450 per hour of operation. Rentals paid
and accrued during the year ended December 31, 1997, were approximately $65,000.
The Company believes that these terms are at least as favorable as those that
could be obtained from an independent third party.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
Throughout 1997, Perry E. Esping, C. MacKay Ganson, Jr. and John F. Kelsey,
III, all of whom were independent, non-employee Directors of the Company, were
members of the Compensation Committee of the Company's Board of Directors. None
of them was, during the past fiscal year, an officer or employee of the Company
or any of its subsidiaries, was formerly an officer of the Company or of any of
its subsidiaries, or had any relationship requiring disclosure herein. No
executive officer of the Company served as a member of the compensation
committee (or other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of another entity,
one of whose executive officers served as a director of the Company. David S.
Gergacz, President, Chief Executive Officer and Chairman of the Board of the
Company, has participated in the Compensation Committee's deliberations
concerning executive compensation, other than deliberations concerning his own
compensation.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company (the "Committee") determines the
Company's executive compensation policies and sets specific executive salaries.
The Committee is composed of the non-employee directors of the Company, Perry E.
Esping, C. MacKay Ganson, Jr., and John F. Kelsey, III. David S. Gergacz may
participate in the Committee's deliberations concerning executive compensation,
other than deliberations concerning his own compensation.
The Company's executive compensation program is designed to attract, retain
and motivate executive officers who are believed to have the abilities necessary
for the long-term success of the Company. This program consists of a base
salary, incentive compensation based upon the achievement of certain specified
revenue and operating profit goals, and stock options.
David S. Gergacz has served as President and Chief Executive Officer of the
Company since December 2, 1996 under an Employment Agreement negotiated by Mr.
Gergacz and the Board of Directors. For a description of the terms of the
Employment Agreement, see the discussion under "Compensation of Directors and
Executive Officers -- Employment Agreements; Change in Control Arrangements"
above. The Committee believes that the overall compensation established under
the Employment Agreement is comparable to, and competitive with, the
compensation programs in effect
9
<PAGE>
for chief executive officers of companies with which the Company competes. The
Committee further believes that the granting of replacement options to Mr.
Gergacz, as described above in the table titled "Ten-Year Option Repricings,"
was appropriate considering the substantial adverse price movement in the
Company's Common Stock immediately following the initial grant of options to Mr.
Gergacz. In the Committee's judgment, the decline in value of the Company's
Common Stock was both unanticipated and related to the Company's operating
results during a brief period immediately following the hiring of Mr. Gergacz.
In replacing the options covering the last 300,000 shares to vest, the Committee
sought both to restore Mr. Gergacz's incentive and to assure his long-term
employment with the Company.
During 1997, Mr. Gergacz, President and Chief Executive Officer,
participated in deliberations regarding the compensation of other executive
officers. Mr. Gergacz made recommendations to the Committee on the incentive
compensation program to be followed by the Company, as well as specific
compensation levels for each executive officer. After evaluating these
recommendations, the Committee recommended programs and pay levels to the full
Board for approval. In making its recommendations to the Board, the Committee
considered such factors as the salaries of executive officers in similar
positions with comparably sized companies, primarily within the Company's
industry; survey data obtained from various sources; the experience and
contribution levels of each executive officer; and the Company's financial
performance during the last fiscal year.
Under the Company's executive compensation program in 1997, executive
officers were entitled to receive bonuses based upon the achievement of certain
criteria established by the Board of Directors. Each executive was assigned a
target bonus based upon achieving on-plan performance. The target bonuses ranged
from 20% to 50% of base salary depending upon the executive's experience,
contribution and job responsibilities.
In general, executives in charge of a principal business unit were
compensated based upon the attainment of revenue and profit contribution
objectives of their business units as established at the beginning of the year.
Revenue and contribution were weighted equally, with minimum thresholds of
achievement below which no bonus was earned.
Executives not in charge of principal business units were compensated by a
combination of overall corporate performance and achievement of objectives as
established by Mr. Gergacz. Corporate performance consisted of a combination of
revenue and operating income objectives, with each component weighted equally.
During 1997, operating income was below the minimum threshold and no bonuses
were paid based upon the Company's corporate performance.
The Committee also grants stock options to executive officers in order to
provide long-term incentives to the executives and to align the executives with
the goal of maximizing stockholder value over time. Stock options are generally
granted at fair market value, with vesting occurring at various dates. Grant
ranges have been established for the executives based upon the practices of
comparably-sized companies in the Company's industry and related industries.
Individual grants may vary within the range to reflect individual performance
and potential. During 1997, options to purchase an aggregate 125,000 shares of
common stock were granted to the Company's executive officers under the 1994
Stock Option Plan. The options vest at the rate of 25% per year beginning one
year from the applicable grant date. The Board believes that the actions taken
on these options were consistent with the Board's intent of providing meaningful
incentives to the Company's executives.
THE PRECEDING REPORT WAS ISSUED BY THE COMPENSATION COMMITTEE, COMPRISED OF:
Perry E. Esping
C. MacKay Ganson, Jr.
John F. Kelsey, III
10
<PAGE>
COMPANY PERFORMANCE
Set forth below is a line graph comparing the cumulative total return to
holders of the Company's Common Stock against the cumulative total return of the
Standard & Poor's 500 Stock Index, and the Standard & Poor's High Technology
Composite Index for the period of five fiscal years commencing December 31, 1992
and ended December 31, 1997. Total return is based on an assumed investment of
$100 on December 31, 1992 and reinvestment of dividends through December 31,
1997.
VALUE OF $100 INVESTED ON DECEMBER 31, 1992 WITH DIVIDENDS REINVESTED
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
BRITE VOICE STANDARD & POOR'S HIGH
SYSTEMS, INC. STANDARD & POOR'S 500 TECH COMPOSITE
<S> <C> <C> <C>
1992 $ 100.00 $ 100.00 $ 100.00
1993 $ 386.36 $ 110.08 $ 123.01
1994 $ 650.00 $ 111.53 $ 143.37
1995 $ 504.55 $ 153.45 $ 206.51
1996 $ 540.91 $ 188.68 $ 236.59
1997 $ 354.55 $ 251.63 $ 267.47
</TABLE>
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Brite Voice Systems, Inc........................... 100.00 386.36 650.00 504.55 540.91 354.55
Standard & Poor's 500.............................. 100.00 110.08 111.53 153.45 188.68 251.63
Standard & Poor's High Tech Composite.............. 100.00 123.01 143.37 206.51 236.59 267.47
</TABLE>
11
<PAGE>
PROPOSAL NO. 2
AMENDMENT OF THE BRITE VOICE SYSTEMS
1994 EMPLOYEE STOCK PURCHASE PLAN
On February 10, 1998, the Board of Directors adopted an Amendment to the
1994 Employee Stock Purchase Plan (the "Stock Purchase Plan" or the "Plan"),
subject to stockholder approval.
SUMMARY OF STOCK PURCHASE PLAN
The Stock Purchase Plan was adopted by the Board of Directors in March 1994
and approved by the Company's stockholders in May 1994. The purpose of the Plan
is to provide employees of the Company and its subsidiaries who are employed for
at least twenty hours per week and for more than five months in a calendar year,
an opportunity to invest in Common Stock of the Company at a favorable price. It
is believed that the acquisition of a proprietary interest in the Company by
participating employees will increase their interest in the Company's financial
success, thereby benefiting the Company. Management believes that the continued
existence of the Plan will also help in hiring and retaining qualified
personnel. Options are granted under the Stock Purchase Plan in consideration of
such benefits.
Upon adoption of the Stock Purchase Plan, 200,000 shares of Common Stock of
the Company were authorized for issuance. The shares are offered in semi-annual
offerings which commenced on July 1, 1994. Shares of Common Stock acquired under
the Plan may be either treasury shares or authorized and previously unissued
shares. The number of shares which may be offered under the Stock Purchase Plan
and the number of shares covered by any options granted are to be adjusted
appropriately in the event of any stock dividend, stock split or
reclassification of the Company's Common Stock. The Stock Purchase Plan will
continue until the Common Stock available for purchase has been sold; however,
the Board of Directors may suspend or discontinue the Plan at any time. As of
March 31, 1998, 36,400 shares of Common Stock remained available for purchase
under the Plan.
Participation in the Stock Purchase Plan is voluntary and is open to all
eligible employees of the Company, or of a subsidiary in which the Company owns
80% or more of each class of outstanding equity securities, except (i) certain
temporary or part-time employees; (ii) employees who have not been continuous
employees of the Company or a subsidiary for at least six months prior to the
commencement date of any particular offering being made pursuant to the Stock
Purchase Plan; and (iii) individuals who possess 5% or more of the total
combined voting power or value of all classes of stock of the Company or any
subsidiary. As of March 31, 1998, 135 employees of the Company and its
subsidiaries were participating in the Stock Purchase Plan.
The Stock Purchase Plan provides that a six-month offering period will
commence on each January 1 and July 1 during the term of the Plan. Each eligible
employee may purchase shares having a maximum aggregate price equal to 10% of
the compensation he or she received from the Company or a subsidiary during the
offering period. Rights to participate in the offering are not cumulative. No
employee may purchase shares under the Plan, in any one year, having a fair
market value on the offering date of more than $25,000, nor may an employee
purchase more than 500 shares in any offering period. The purchase price of
shares issued under the Stock Purchase Plan is 85% of the lower of the fair
market value of the shares on the first or last day of the offering period.
Rights under the Stock Purchase Plan are not transferable by a participating
employee, other than by Will or the laws of descent and distribution, and are
exercisable during the employee's lifetime only by him or her. If an employee
terminates employment with the Company, or dies, his or her rights to purchase
Common Stock under the Stock Purchase Plan terminate immediately.
Subject to the provisions of the Stock Purchase Plan, the Board of
Directors, or a committee designated by it for such purpose, has the power to
interpret and construe the Plan and option agreements issued under the Plan. The
Board of Directors has certain powers to amend and may terminate the Stock
Purchase Plan.
12
<PAGE>
It is intended that the Stock Purchase Plan qualify as an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (hereinafter the "Code"). Under such a plan, an employee will not
realize any income for Federal income tax purposes, either at the time he or she
is granted an option under the Stock Purchase Plan, or at the time of the
exercise of such option. If the employee holds the stock acquired under the Plan
for more than two years after the option was granted, upon the sale of such
stock by the employee, or upon the employee's death, whichever shall first
occur, the employee is taxed as having received ordinary compensation income for
the taxable year in which the disposition occurs, or the year ending with his or
her death, in an amount equal to the excess of the lesser of (i) the fair market
value of the Common Stock at the time of such disposition or death or (ii) the
fair market value of the stock at the time the option was granted, over the
exercise price. Any additional profit realized by the employee upon the sale of
the Common Stock is subject to capital gains treatment.
No income tax deduction will be allowed to the Company with respect to the
grant or exercise of any option under the Stock Purchase Plan if the shares are
not disposed of within two years after the date of grant of the option. If the
employee sells shares within two years after the date of grant of the option,
the difference between the exercise price and the fair market value of the stock
at the time of exercise will be taxed for Federal income tax purposes as
ordinary income, and the Company will be entitled to a corresponding deduction.
In the event of a stock dividend, stock split, reverse stock split,
recapitalization, reorganization, merger, consolidation, acquisition,
separation, or similar change in the capital structure of the Company,
appropriate and proportionate adjustments will be made in the number and class
of shares of stock subject to the Plan and to the rights granted thereunder.
On March 31, 1998, the closing price of the Company's Common Stock in the
over-the-counter market, as quoted in the Nasdaq National Market System, was $9
5/8.
THE PROPOSED AMENDMENT
Pursuant to the proposed amendment, the shares of Common Stock available for
issuance under the 1994 Employee Stock Purchase Plan would be increased by
300,000 shares from 200,000 to 500,000. The affirmative vote by the holders of a
majority of the Company's issued and outstanding Common Stock represented in
person or by proxy is required to approve the amendment to the Stock Purchase
Plan. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDMENT TO THE 1994 EMPLOYEE STOCK PURCHASE PLAN.
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Arthur Andersen LLP, independent public
accountants, to serve as auditors for the year ending December 31, 1998. Arthur
Andersen LLP has served as the Company's auditors for the past five years. It is
expected that a representative of Arthur Andersen LLP will be present at the
Annual Meeting and will have an opportunity to make a statement, if desired, and
will be available to respond to appropriate questions from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1998.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires officers,
directors and persons who beneficially own more than 10% of the Company's Common
Stock to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission. Officers, directors and greater
than 10% beneficial owners are required by applicable regulations to furnish the
Company with copies of all Section 16(a) forms they file. On the basis of
reports and representations submitted by the Directors and executive officers of
the Company, the Company believes that all
13
<PAGE>
Forms 3, 4 and 5 showing ownership of, and changes of ownership in, the
Company's Common Stock during 1997, were timely filed with the Securities and
Exchange Commission, except Stanley G. Brannan was late in filing a report on
Form 5.
ANNUAL REPORT
The Company's Annual Report for the year ended December 31, 1997 (which
includes a copy of the Company's Annual Report on Form 10-K) has been enclosed
in the same mailing with this Proxy Statement and is not a part of the Proxy
solicitation material. The Company will provide without charge a copy of the
Annual Report on Form 10-K (without exhibits) to any stockholder upon written
request to Brite Voice Systems, Inc., 250 International Parkway, Suite 300,
Heathrow, Florida 32746, Attention: Secretary.
OTHER MATTERS
The Board of Directors does not intend to bring any matters before the
Annual Meeting, other than those specifically set forth in the Notice of
Meeting, and is not aware of any matter to be brought before the Annual Meeting
by others. If any other matters properly come before the meeting, it is the
intention of the persons named in the accompanying Proxy to vote such Proxy in
accordance with the judgment of the Board of Directors.
STOCKHOLDER PROPOSALS
The Company currently intends to hold its 1998 Annual Meeting of
Stockholders in May 1999. The date by which stockholder proposals must be
received by the Company for inclusion in the Proxy Statement and form of proxy
for its Annual Meeting of Stockholders to be held in 1999 is December 1, 1998.
Such stockholder proposals should be submitted to Brite Voice Systems, Inc., 250
International Parkway, Suite 300, Heathrow, Florida 32746, Attention: Secretary.
[SIGNATURE]
Glenn A. Etherington
SECRETARY
April 10, 1998
14
<PAGE>
APPENDIX TO PROXY STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
NOT INTENDED FOR DISTRIBUTION TO STOCKHOLDERS
Amendment to Brite Voice Systems, Inc. 1994 Employee Stock Purchase Plan
Section 2 of the Brite Voice Systems, Inc. Employee Stock Purchase Plan is
amended to increase the number of shares which may be issued under the Plan
from 200,000 to 500,000.
<PAGE>
BRITE VOICE SYSTEMS, INC.
250 INTERNATIONAL PARKWAY, STE 300 THIS PROXY IS SOLICITED
HEATHROW, FLORIDA 32746 ON BEHALF OF THE
BOARD OF DIRECTORS
The undersigned hereby appoints David S. Gergacz and Glenn A. Etherington
(__________________) as Proxies, each with the power to act alone and to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated below, all shares of Common Stock of Brite Voice Systems, Inc. held
of record by the undersigned on March 31, 1998 at the annual meeting of
stockholders to be held on May 12, 1998, or any adjournment thereof.
1. ELECTION OF DIRECTORS / / FOR all nominees listed below (except as
marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote as indicated below
Stanley G. Brannan, Perry E. Esping, C. MacKay Ganson, Jr., David S. Gergacz
John F. Kelsey, III, Alan C. Maltz, Scott A. Maltz
(INSTRUCTIONS: To withhold authority to vote for any nominee, strike a
line through the nominee's name.)
2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 1994 EMPLOYEE STOCK
PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE
THEREUNDER FROM 200,000 TO 500,000
/ / FOR / / AGAINST / / ABSTAIN
3. PROPOSAL TO APPROVE AND RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP as
the independent public accountants for the Company for 1998.
/ / FOR / / AGAINST / / ABSTAIN
To be signed on other side.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made this proxy
will be voted FOR the nominees and FOR Proposals 2 and 3. In their
discretion, the Proxies are authorized to vote upon such other business as
may properly come before the meeting.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, give full title as such. If a
corporation, sign in full corporate name by President or other authorized
officer. If a partnership, sign in partnership name by authorized person.
Dated:____________________________________, 1998
________________________________________________
Signature
________________________________________________
Signature if held jointly
Please mark, date, sign and return the proxy card
promptly using the enclosed envelope.
