<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 Section 240.14a-11(c) or Section
240.14a-12
IBIS TECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(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]
April 9, 1999
Dear Stockholder,
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Ibis Technology Corporation (the "Company") to be held at 10:00 a.m. (local
time) on Thursday, May 13, 1999 at the offices of the Company, 32 Cherry Hill
Drive, Danvers, Massachusetts 01923.
At the Annual Meeting, three persons will be elected to the Board of
Directors. The Company will also ask the stockholders to ratify the selection of
KPMG Peat Marwick LLP as the Company's independent public accountants for the
fiscal year ending December 31, 1999. The Board of Directors recommends the
approval of each of these proposals. Such other business will be transacted as
may properly come before the Annual Meeting.
We hope you will be able to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that your shares are
represented. Therefore, you are urged promptly to complete, sign, date and
return the enclosed proxy card in accordance with the instructions set forth on
the card. This will ensure your proper representation at the Annual Meeting.
Sincerely,
/s/ Martin J. Reid
MARTIN J. REID
President and Chief Executive Officer
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.
<PAGE>
IBIS TECHNOLOGY CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 13, 1999
To the Stockholders of Ibis Technology Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Ibis Technology
Corporation, a Massachusetts corporation (the "Company"), will be held on
Thursday, May 13, 1999 at the offices of the Company, 32 Cherry Hill Drive,
Danvers, Massachusetts 01923 at 10:00 a.m. (local time) for the following
purposes:
1. To elect three members to the Board of Directors to serve for a term ending
in 2002 and until their successors are duly elected and qualified.
2. To consider and act upon a proposal to ratify the appointment of KPMG Peat
Marwick LLP as the Company's independent public accountants for the fiscal
year ending December 31, 1999.
3. To transact such other business as may be properly brought before the Annual
Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on March 19, 1999 as
the record date for the determination of Stockholders entitled to notice of and
to vote at the Annual Meeting and at any adjournments thereof.
All Stockholders are cordially invited to attend the Annual Meeting. Whether
you plan to attend the Annual Meeting or not, you are requested to complete,
sign, date and return the enclosed proxy card as soon as possible in accordance
with the instructions on the proxy card. A pre-addressed, postage prepaid return
envelope is enclosed for your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Debra L. Nelson
----------------------------------------
Debra L. Nelson
Clerk
April 9, 1999
<PAGE>
IBIS TECHNOLOGY CORPORATION
32 CHERRY HILL DRIVE
DANVERS, MA 01923
978-777-4247
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Ibis Technology Corporation (the "Company"), a
Massachusetts corporation, of proxies, in the accompanying form, to be used at
the Annual Meeting of Stockholders to be held at the offices of the Company, 32
Cherry Hill Drive, Danvers, Massachusetts 01923 on Thursday, May 13, 1999 at
10:00 a.m. (local time), and any adjournments thereof (the "Meeting").
This Proxy Statement and the accompanying proxy are being mailed on or about
April 9, 1999 to all Stockholders entitled to notice of and to vote at the
Meeting.
Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the three nominees for director named herein, and FOR the
ratification of the appointment of KPMG Peat Marwick LLP as the Company's
independent public accountants for the fiscal year ending December 31, 1999. Any
proxy given pursuant to this solicitation may be revoked by the person giving it
at any time before its use by delivering to the Company a written notice of
revocation or a duly executed proxy bearing a later date. Any Stockholder who
has executed a proxy but is present at the Meeting, and who wishes to vote in
person, may do so by revoking his or her proxy as described in the preceding
sentence. Shares represented by valid proxies in the form enclosed, received in
time for use at the Meeting and not revoked at or prior to the Meeting, will be
voted at the Meeting. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares of the Company's common stock, par value
$.008 per share ("Common Stock"), is necessary to constitute a quorum at the
Meeting.
The affirmative vote of a plurality of the shares voted affirmatively or
negatively at the Meeting is required for the election of Directors. With
respect to all other matters to be acted upon at the Meeting, the affirmative
vote of a majority of the total number of shares voted either for or against the
proposal at the Meeting is required to approve a proposal. With respect to the
tabulation of votes on all matters, abstentions and broker non-votes have no
effect on the vote.
The close of business on March 19, 1999 has been fixed as the record date
for determining the Stockholders entitled to notice of and to vote at the
Meeting. As of the close of business on March 19, 1999, the Company had
6,929,435 shares of Common Stock outstanding and entitled to vote. Holders of
Common Stock are entitled to one vote per share on all matters to be voted on by
Stockholders.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their expenses
in forwarding proxy material to such beneficial owners. Solicitation of proxies
by mail may be supplemented by telephone, telegram, telex and personal
solicitation by the directors, officers or employees of the Company. No
additional compensation will be paid for such solicitation. The Company has
retained D. F. King & Co., Inc. to assist in the solicitation of proxies at a
cost of approximately $4,000 plus reimbursement of expenses.
The Annual Report to Stockholders for the fiscal year ended December 31,
1998 is being mailed to the Stockholders with this Proxy Statement, but does not
constitute a part hereof.
<PAGE>
SHARE OWNERSHIP
The following table sets forth certain information as of March 1, 1999
concerning the ownership of Common Stock by (i) each Stockholder known by the
Company to be the beneficial owner of more than 5% of its outstanding shares of
Common Stock, (ii) each current member of the Board of Directors, (iii) each
executive officer and former executive officer named in the Summary Compensation
Table on p. 9 hereof, and (iv) all current directors and executive officers as a
group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED (1)
----------------------
<S> <C> <C>
NAME AND ADDRESS** NUMBER PERCENT
- ---------------------------------------------------------------------------------------------- --------- -----------
Jeffrey J. Puglisi (2)........................................................................ 360,000 5.2%
399 Park Avenue, 37(th) Floor
New York, New York 10022
Martin J. Reid (3)............................................................................ 76,000 1.1%
Angelo V. Alioto (4).......................................................................... 63,121 *
Geoffrey Ryding, Ph.D. (5).................................................................... 41,530 *
William R. Wray (6)........................................................................... 27,673 *
Richard Hodgson (7)........................................................................... 22,476 *
Peter H. Rose, Ph.D.(8)....................................................................... 19,976 *
Robert L. Gable (9)........................................................................... 8,750 *
Dimitri Antoniadis, Ph.D. (10)................................................................ 7,500 *
Donald F. McGuinness (10)..................................................................... 7,500 *
Timothy J. Burns.............................................................................. 2,000 *
Leslie B. Lewis............................................................................... -- *
Lamberto Raffaelli............................................................................ -- *
Executive Officers and Directors as a group................................................... 400,641 5.6%
(14 Persons) (3), (4), (5), (6), (7), (8), (9), (10), (11)
</TABLE>
- ------------------------
* Represents beneficial ownership of less than 1% of the outstanding Common
Stock.
** Addresses are given for beneficial owners of more than 5% of the outstanding
Common Stock only.
(1) The number of shares of Common Stock issued and outstanding on March 1, 1999
was 6,879,090. The calculation of percentage ownership for each listed
beneficial owner is based upon the number of shares of Common Stock issued
and outstanding at March 1, 1999, plus shares of Common Stock subject to
options held by such person or group at March 1, 1999 and exercisable within
60 days thereafter. The Company believes that all the persons and entities
named in the Table have the sole voting and investment power with respect to
all the shares as beneficially owned by them, except as noted below.
(2) This information, except the percentage beneficially owned, is as of
February 12, 1999 and is based solely on a Schedule 13G/A (Amendment No. 1)
filed on February 16, 1999 with the Securities and Exchange Commission by
Jeffrey J. Puglisi. Mr. Puglisi claims shared voting and dispositive power
with respect to 170,000 of these shares and sole voting and dispositive
power with respect to the remaining 190,000 shares.
2
<PAGE>
(3) Includes 70,000 shares of Common Stock that may be acquired upon the
exercise of options within 60 days of March 1, 1999.
(4) Includes 620 shares held by certain family members and 40,666 shares of
Common Stock that may be acquired upon the exercise of options within 60
days of March 1, 1999.
(5) Includes 7,900 shares held by certain family members.
(6) Includes 12,332 shares of Common Stock that may be acquired upon the
exercise of options within 60 days of March 1, 1999.
(7) Includes 3,750 shares of Common Stock that may be acquired upon the exercise
of options within 60 days of March 1, 1999.
(8) Consists of 19,976 shares of Common Stock that may be acquired upon the
exercise of options within 60 days of March 1, 1999.
(9) Includes 3,750 shares of Common Stock that may be acquired upon the exercise
of options within 60 days of March 1, 1999.
(10) Consists of 7,500 shares of Common Stock that may be acquired upon the
exercise of options within 60 days of March 1, 1999.
(11) Includes 30,784 shares of Common Stock held directly by other executive
officers of the Company and 95,331 shares of Common Stock that may be
acquired upon the exercise of options within 60 days of March 1, 1999 held
by such executive officers.
3
<PAGE>
MANAGEMENT
DIRECTORS
The Company's Restated Articles of Organization and Restated By-Laws provide
for the Company's business to be managed by or under the direction of the Board
of Directors. Under the Company's Restated Articles of Organization and Restated
By-Laws, the number of directors is fixed from time to time by the Board of
Directors. The Board of Directors currently consists of nine members, classified
into three classes as follows: Peter H. Rose, Donald F. McGuinness and Lamberto
Raffaelli constitute a class with a term which expires at the upcoming Meeting
(the "Class II directors"), Richard Hodgson, Geoffrey Ryding and Leslie B. Lewis
constitute a class with a term ending in 2000 (the "Class III directors") and
Dimitri Antoniadis, Robert L. Gable and Martin J. Reid constitute a class with a
term ending in 2001 (the "Class I directors"). At each annual meeting of
stockholders, directors are elected for a full term of three years to succeed
those directors whose terms are expiring.
On November 5, 1998, the Board of Directors voted to set the size of the
Board of Directors at nine and approved the appointments of Lamberto Raffaelli
and Leslie B. Lewis to the Board of Directors. On February 4, 1999, the Board of
Directors voted to nominate Peter H. Rose, Donald F. McGuinness and Lamberto
Raffaelli for election at the Meeting for a term of three years to serve until
the 2002 Annual Meeting of Stockholders, and until their respective successors
have been elected and qualified. Richard Hodgson, Geoffrey Ryding and Leslie B.
Lewis (Class III directors), and Dimitri Antoniadis, Robert L. Gable and Martin
J. Reid (Class I directors) will serve until the Annual Meeting of Stockholders
to be held in 2000 and 2001, respectively, and until their respective successors
have been elected and qualified.
The names of the Company's current directors and certain information about
them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Richard Hodgson (1)........................ 82 Chairman of the Board of Directors
Martin J. Reid............................. 57 President, Chief Executive Officer and
Director
Dimitri Antoniadis, Ph.D (1)............... 52 Director
Robert L. Gable (2)........................ 68 Director
Leslie B. Lewis............................ 58 Director
Donald F. McGuinness (2)................... 66 Director
Lamberto Raffaelli (1)..................... 48 Director
Peter H. Rose, Ph.D. (2)................... 74 Director
Geoffrey Ryding, Ph.D...................... 57 Director
</TABLE>
- ------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee
The following is a brief summary of the background of each director of the
Company:
RICHARD HODGSON was elected as Chairman of the Board of Ibis in December
1993 and has served as a director of the Company since May 1992. Since 1980, Mr.
Hodgson has been a director of McCowan Associates, an investment management
company located in New York City. Mr. Hodgson was a founder of Intel
Corporation, a publicly traded corporation, where he continues to serve on the
Board of Directors as
4
<PAGE>
a Director Emeritus. He is also a director of I-Stat Corporation, Accent Color
Sciences, both of which are publicly-held, and several privately-held
high-technology companies.
MARTIN J. REID joined Ibis in December 1997 as President and Chief Executive
Officer and as a director. From 1991 to 1996, Mr. Reid was President and Chief
Executive Officer of Alpha Industries, a publicly-held manufacturer of a broad
range of Gallium Arsenide products and silicon integrated circuits for the
semiconductor industry. He served as a director of Alpha Industries from 1985 to
January 1998 and of Secure Technology from 1997 to August 1998 and is currently
a director of Asahi America, a publicly-held company.
DIMITRI ANTONIADIS, PH.D. was appointed to the Board of Directors in 1996.
He is a Professor of Electrical Engineering at Massachusetts Institute of
Technology (MIT) and has been a member of the faculty since 1978.
ROBERT L. GABLE was appointed to the Board of Directors in 1997. He has been
a director and advisor (November 1998--present), Chairman (June 1990--July 1998)
and Chief Executive Officer (June 1990-- October 1997) of Unitrode Corporation,
a publicly held company. Mr. Gable is also a director of New England Business
Service, Inc., a publicly-held company.
LESLIE B. LEWIS was appointed to the Board of Directors in 1998. Since 1985,
he has been President of Asahi America, Inc., a publicly-held company. He has
been Chief Executive Officer of Asahi since 1989 and Chairman since 1996.
DONALD F. MCGUINNESS was appointed to the Board of Directors in 1996. He has
been the Chairman, President and Chief Executive Officer of Electronic Designs,
Inc., a publicly-held company, since 1988. He is also a director of Cabletron
Systems, Inc., a publicly-held company.
LAMBERTO RAFFAELLI was appointed to the Board of Directors in 1998. Since
1994, he has been President and Chief Executive Officer of Arcom, Inc.
PETER H. ROSE, PH.D. has served as director of the Company since 1988. He
has been Vice President of Research at Orion Equipment, Inc. since 1998. In July
1993, Dr. Rose founded and became Chairman of Krytek Corporation, a manufacturer
of aerosol cleaning equipment for the semiconductor industry. He is a director
of Lumonics, Inc., a Canadian corporation, Ion Implant Services, Niton
Corporation and Orion Equipment, Inc.
GEOFFREY RYDING, PH.D. joined Ibis in May 1992 as President and Chief
Operating Officer and as a director. In December 1993, he was elected as Chief
Executive Officer of the Company. He resigned as President and Chief Executive
Officer effective December 1, 1997. He has been a director of Orion Equipment,
Inc. since August 1997 and President of Orion since January 1998.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
MEETING ATTENDANCE. During the fiscal year ended December 31, 1998, there
were five meetings of the Board of Directors. No director attended fewer than
75% of the total number of meetings of the Board and of committees of the Board
on which he served during fiscal 1998.
AUDIT COMMITTEE. The Audit Committee, which met twice during fiscal 1998,
has three members, currently Dimitri Antoniadis, Richard Hodgson and Lamberto
Raffaelli (who was appointed to the Audit
5
<PAGE>
Committee in November 1998). The Audit Committee reviews the engagement of the
Company's independent accountants, reviews annual financial statements,
considers matters relating to accounting policy and internal controls and
reviews the scope of annual audits.
COMPENSATION COMMITTEE. The Compensation Committee, which in 1998 acted by
unanimous written consent pursuant to Massachusetts law, has three members,
currently Peter H. Rose, Donald McGuinness and Robert L. Gable (who was
appointed to the Compensation Committee in November 1998). The Compensation
Committee reviews, approves and makes recommendations on the Company's
compensation policies, practices and procedures to ensure that legal and
fiduciary responsibilities of the Board of Directors are carried out and that
such policies, practices and procedures contribute to the success of the
Company; and further, administers stock and employee benefit plans, including
the Company's 1988 Stock Option Plan, the 1993 Employee, Director and Consultant
Stock Option Plan (the "1993 Plan") and the 1997 Employee, Director and
Consultant Stock Option Plan (the "1997 Plan").
NOMINATING COMMITTEE. The Company does not have a standing Nominating
Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. During 1998,
the Compensation Committee had three members, Peter H. Rose, Donald McGuinness
and Robert L. Gable (who was appointed to the Compensation Committee in November
1998). No executive officer or employee of the Company is a member of the
Compensation Committee. Peter H. Rose is a director of a company which is a
party to a transaction with the Company--see "Certain Transactions."
COMPENSATION OF DIRECTORS
Pursuant to the Company's 1993 Plan and 1997 Plan, each non-employee
director of the Company then serving as a director is automatically granted
non-qualified stock options to purchase 1,250 shares of Common Stock following
each Annual Meeting of Stockholders of the Company, and any new non-employee
directors will be automatically granted non-qualified stock options to purchase
1,250 shares of Common Stock upon election to the Board. These options vest in
full immediately prior to the annual meeting following the date the options are
granted and have an exercise price equal to the fair market value of the Common
Stock on the date of grant. Non-employee directors of the Company have been
automatically granted the following options under the 1993 and 1997 Plans as of
December 31, 1998:
<TABLE>
<CAPTION>
AGGREGATE WEIGHTED AVERAGE
DIRECTOR OPTION GRANTS EXERCISE PRICE
- ------------------------------------------------------------ ------------- -----------------
<S> <C> <C>
Richard Hodgson............................................. 6,250(1) $ 7.69
Peter H. Rose, Ph.D......................................... 6,250(1) $ 7.69
Dimitri Antoniadis, Ph.D.................................... 3,750(1) $ 8.27
Donald F. McGuinness........................................ 3,750(1) $ 8.27
Robert L. Gable............................................. 2,500(1) $ 11.03
Leslie B. Lewis............................................. 1,250(2) $ 10.44
Lamberto Raffaelli.......................................... 1,250(2) $ 10.44
</TABLE>
- ------------------------
(1) All options have vested with the exception of an option for 1,250 shares
granted prior to the Company's 1998 Annual Meeting. Such option was granted
at an exercise price of $12.31 per share and vests in full immediately prior
to the Annual Meeting.
6
<PAGE>
(2) Consists of an option automatically granted upon election to the Board of
Directors in November 1998. Such option vests in full immediately prior to
the Annual Meeting.
In addition, Dr. Antoniadis and Messrs. McGuinness, Gable, Lewis and
Raffaelli were each granted an option to purchase 7,500 shares upon their
election to the Board of Directors in July 1996, July 1996, July 1997, November
1998 and November 1998, respectively, at exercise prices of $6.50, $6.50, $9.75,
$10.44 and $10.44, respectively. Each of these options vest in three equal
annual installments commencing one year from the date of grant.
The Company pays each non-employee director (Mr. Hodgson, Dr. Rose, Dr.
Antoniadis, Mr. McGuinness, Mr. Gable, Dr. Ryding, Mr. Lewis and Mr. Raffaelli)
$1,000 for each meeting of the Board of Directors and committees of the Board
that each of them attends and reimburses each of them for their expenses
incurred in attending such meetings. In 1998, the aggregate amount of
compensation and reimbursement for such expenses paid to all of these directors
was approximately $31,000.
The Company has agreed that until May 1999, Josephthal Lyon & Ross
Incorporated ("Josephthal"), the underwriter of the Company's May 1994 initial
public offering, shall have the right to designate one person, reasonably
acceptable to the Company, for election to the Company's Board of Directors, and
the Company will use its best efforts to cause the election of such person as a
director of the Company. Such individual may be a director, officer, employee or
affiliate of Josephthal. In the event Josephthal elects not to exercise this
right to designate a person for election to the Company's Board of Directors,
Josephthal may designate a person to attend meetings of the Board of Directors.
To date, Josephthal has elected not to designate a person for election to the
Board.
Certain members of the Company's Board of Directors are parties to
transactions with the Company. See "Certain Transactions."
EXECUTIVE OFFICERS
The names of, and certain information regarding, executive officers of the
Company who are not also directors, are set forth below. Except for the Chief
Executive Officer, who has an employment agreement with the Company, all
executive officers serve at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------- --- -------------------------------------------------
<S> <C> <C>
Debra L. Nelson, C.P.A............... 35 Chief Financial Officer, Treasurer and Clerk
Angelo V. Alioto..................... 52 Vice President of Sales and Marketing
Julian G. Blake, Ph.D................ 54 Vice President of Engineering
Bernhard F. Cordts III, Ph.D......... 47 Vice President of Wafer Technology
Robert P. Dolan...................... 39 Vice President of Wafer Manufacturing
</TABLE>
DEBRA L. NELSON returned to Ibis in February 1998 as Chief Financial
Officer, Treasurer and Clerk. From November 1996 to January 1998 Ms. Nelson was
Chief Financial Officer of Rockport Trade Systems, Inc. Ms. Nelson originally
joined Ibis in January 1990 and became the Controller in May 1992 and its
Treasurer and Clerk in December 1993.
ANGELO V. ALIOTO joined the Company in 1990 as a Regional Sales Manager,
became Worldwide Sales Manager in 1991 and was elected as Vice President of
Sales in December 1993 and Vice President of Marketing in January 1996.
7
<PAGE>
JULIAN G. BLAKE, PH.D. joined the Company in 1998 as Director of Technology.
In February 1999, he was appointed Vice President of Engineering. From 1983 to
1998, Dr. Blake was Technical Director at the Flat Panel Division and Chief
Scientist at the Semiconductor Equipment Operations of Eaton Corporation, a
publicly-held manufacturer of highly engineered products that serve industrial,
vehicle, construction, commercial and semiconductor markets.
BERNHARD F. CORDTS, III, PH.D. joined the Company in 1988 as Process
Development Manager. In January 1997, he was appointed Vice President of Wafer
Technology.
ROBERT P. DOLAN, joined the Company in 1988 as Production Manager. In
January 1997, he was appointed Vice President of Wafer Manufacturing.
8
<PAGE>
EXECUTIVE COMPENSATION
The following table summarizes the compensation paid to or earned by the
following individuals for services rendered to the Company in all capacities
during the Company's last three fiscal years: (i) the Chief Executive Officer of
the Company (the "CEO") as of December 31, 1998, (ii) each of the most highly
compensated executive officers of the Company (other than the CEO) as of
December 31, 1998 whose salary and bonus earned during fiscal 1998 exceeded
$100,000 and (iii) the Company's former Chief Financial Officer (all of these
current and former officers are referred to herein collectively as the "Named
Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG--TERM
COMPENSATION
AWARDS
-------------
SECURITIES
NAME AND FISCAL ANNUAL COMPENSATION UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS(#) COMPENSATION($)
- ------------------------------------------------- ----------- ---------- --------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Martin J. Reid (1)............................... 1998 $ 175,000 -- -- $ 900(5)
President and Chief Executive Officer 1997 $ 20,192 -- 140,000
Timothy J. Burns (2)............................. 1998 $ 27,950 -- -- $ 108,500(3)
Former Chief Financial Officer, Operations 1997 $ 127,590 $ 10,000 10,000 $ 450(5)
Manager, Treasurer and Clerk 1996 $ 120,000 $ 12,000 15,000 $ 450(5)
Angelo V. Alioto................................. 1998 $ 119,200 -- 25,000 $ 420(5)
Vice President Marketing and Sales 1997 $ 104,000 -- 10,000 $ 288(5)
1996 $ 97,000 -- 15,000 $ 270(5)
William R. Wray (4).............................. 1998 $ 116,500 -- 25,000 $ 387(5)
Former Vice President Engineering 1997 $ 101,600 -- 5,000 $ 567(5)
1996 $ 99,200 -- 7,500 $ 279(5)
</TABLE>
- ------------------------
(1) Mr. Reid was appointed President and Chief Executive Officer effective
December 1, 1997 with an annual base salary of $175,000.
(2) Mr. Burns left the employment of the Company as Chief Financial Officer,
Operations Manager, Treasurer and Clerk effective January 31, 1998. As a
result, 23,334 stock options which had not yet vested expired on January 31,
1998.
(3) All Other Compensation paid to Mr. Burns consists of $108,500 paid pursuant
to a severance agreement, dated January 8, 1998, entered into between the
Company and Mr. Burns. Pursuant to the terms of this agreement, Mr. Burns
left the employment of the Company as its Chief Financial Officer,
Operations Manager, Treasurer and Clerk effective January 31, 1998 and Mr.
Burns received (i) $95,850 in severance payments, (ii) continued medical
benefits for a period of nine months and (iii) $7,000 for outplacement
services.
(4) Mr. Wray resigned as Vice President of Engineering effective January 13,
1999. As a result 22,501 stock options which had not yet vested expired on
January 13, 1999.
9
<PAGE>
(5) All Other Compensation consists of the dollar value of premiums paid by the
Company with respect to term life insurance for the benefit of each Named
Executive Officer in the amount of $100,000.
OPTION GRANTS
The following table sets forth certain information regarding each stock
option granted to a Named Executive Officer during fiscal 1998.
OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE
---------------------------------------------------------- VALUE AT ASSUMED
% OF ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE
SECURITIES OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OPTION TERM(4)
OPTIONS EMPLOYEES IN PRICE EXPIRATION ----------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE)(3) DATE 5% 10%
- --------------------------------------- ------------- --------------- ------------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Angelo V. Alioto....................... 25,000 8.14% $ 7.88 2/2/08 $ 124,110 $ 313,230
William R. Wray........................ 25,000(2) 8.14% $ 7.50 1/12/08 $ 118,125 $ 298,125
</TABLE>
- ------------------------
(1) Mr. Alioto's options were granted pursuant to the 1997 Plan and Mr. Wray's
options were granted pursuant to the 1993 Plan. All options are incentive
stock options which vest in three equal annual installments commencing one
year from the date of grant. All options granted to the Named Executive
Officers terminate ten years after the grant date, subject to earlier
termination in accordance with the 1993 and 1997 Plans and the applicable
option agreement. In the event of a change in control of the Company (as
defined in the 1993 and 1997 Plans), all outstanding unvested options,
including those options included in this table held by Messr. Alioto, will
become immediately vested, unless a provision is made for the continuation
of such options pursuant to the applicable provisions of the 1993 and 1997
Plans.
(2) 16,667 of these options were forfeited when Mr. Wray left the Company
effective January 13, 1999.
(3) Under the terms of the 1993 Plan, the exercise price of incentive stock
options may be no less than (a) the average of the closing prices of the
Common Stock for the ten consecutive trading days immediately preceding the
grant date or (b) the closing price of the Common Stock for the trading day
immediately preceding the grant date. Under the 1997 Plan, the exercise
price of both incentive and non-qualified stock options may be no less than
the closing price of the Common Stock for the trading day immediately
preceding the grant date.
(4) Amounts represent hypothetical gains that could be achieved for the options
if exercised at the end of the option term. Those gains are based on assumed
rates of stock price appreciation of 5% and 10% compounded annually from the
date the respective options were granted to their expiration dates. Actual
gains, if any, on stock options, exercises and Common Stock holdings are
dependent on future performance of the Common Stock.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table provides information regarding the exercises of options
by each of the Named Executive Officers during fiscal 1998. In addition, the
table includes the number of shares covered by both
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<PAGE>
exercisable and unexercisable stock options as of December 31, 1998 and the
value of "in-the-money" options as of that date. An option is "in-the-money" if
the per share fair market value of the underlying stock exceeds the option
exercise price per share.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF THE UNEXERCISED
SHARES UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END($)(1)
ON VALUE -------------------------- --------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Martin J. Reid........................... -- -- 70,000 70,000 $ 83,160 $ 83,160
Angelo V. Alioto......................... -- -- 27,333 56,667 $ 119,051 $ 324,322
Timothy J. Burns (2)..................... 69,666 185,806 -- -- $ -- $ --
William R. Wray (2)...................... 2,500 12,969 12,332 22,501 $ 47,037 $ 75,483
</TABLE>
- ------------------------
(1) The value of unexercised in-the-money options at December 31, 1998 is based
on the difference between the fair market value for the Company's Common
Stock of $10.563 (the closing sale price per share of the Company's Common
Stock as reported on the Nasdaq National Market on December 31, 1998) and
the per share option exercise price, multiplied by the number of shares of
Common Stock underlying such options.
(2) All of the unexercisable options held by Mr. Burns and Mr. Wray were
forfeited upon their departure from the Company effective January 31, 1998
and January 13, 1999, respectively.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
The Company has an employment agreement with Martin J. Reid. This agreement
provides that Mr. Reid is to serve as President and Chief Executive Officer of
the Company until November 2000 at an annual base salary of $175,000. The
agreement also provides that Mr. Reid will be paid an annual bonus of up to 30%
of his annual base salary if his performance and the Company's performance
satisfy certain predetermined goals mutually agreed upon by Mr. Reid and the
Board of Directors at the beginning of each one year period. See "Report of
Compensation Committee on Executive Compensation--Annual Incentive Bonuses." In
the event that Mr. Reid's employment is terminated by the Company without cause
or in certain other circumstances, Mr. Reid will be paid at his then annual base
salary rate for a period of 12 months following the date of such termination and
he will be entitled to be paid for the cost of 12 months of health benefits. Mr.
Reid may terminate his employment at any time, but will forfeit certain benefits
if he does not provide the Company with at least 60 days prior written notice.
All of the Company's employees are subject to certain confidentiality and
non-competition obligations. Each employee has also agreed that all inventions,
discoveries and developments which may be used in the Company's business and
that are developed by such employee during his or her employment with the
Company are the Company's property and the employee will assign his or her
rights therein to the Company.
In the event of a change in control of the Company (as defined in the 1993
and 1997 Plans), all outstanding unvested options will become immediately
vested, unless provision is made for the continuation of such options pursuant
to the applicable provisions of the 1993 and 1997 Plans.
11
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee in 1998 consisted of Peter H. Rose, Donald
McGuinness and Robert L. Gable (who was appointed to the Compensation Committee
in November 1998), all non-employee, independent members of the Board of
Directors. It is the responsibility of the Compensation Committee to review,
approve and make recommendations on the Company's compensation policies,
practices and procedures to ensure that legal and fiduciary responsibilities of
the Board of Directors are carried out and that such policies, practices and
procedures contribute to the success of the Company; and further to administer
stock and employee benefit plans.
BASE SALARY AND BENEFITS
The compensation philosophy of the Company is to maintain executive base
salary at a competitive level to enable the Company to attract and retain key
executive and employee talent needed to accomplish the Company's goals. In
determining appropriate base salary levels and other compensation elements, the
Compensation Committee considers the scope of responsibility, prior experience,
past accomplishments, and data obtained through participation in industry
surveys, as well as by monitoring developments in key industries such as the
semiconductor industry. Periodic adjustments in base salary relate to individual
performance against pre-established objectives and to competitive factors.
Executive officers are also entitled to participate in benefit plans generally
available to employees.
ANNUAL INCENTIVE BONUSES
The Company, along with each executive officer, establishes goals related
specifically to that officer's areas of responsibility. The Compensation
Committee of the Board, in its discretion, may award bonuses to executive
officers, and the Company pays bonuses based on each executive officer's
progress toward completing the established goals and financial performance goals
for the Company. In the case of Mr. Reid, bonus awards may be granted under this
broad management bonus arrangement which exceed the percentage set forth as
available under his employment agreement.
STOCK OPTIONS
The Compensation Committee believes that granting stock options on an
ongoing basis provides officers with a strong economic interest in maximizing
stock price appreciation over the longer term. The Company believes that the
practice of granting stock options is critical to retaining and recruiting the
key talent necessary at all employee levels to ensure the Company's continued
success. Options are granted to all permanent employees, and particularly to key
employees likely to contribute significantly to the Company. In determining the
size of an option grant to an executive officer, the Company considers not only
competitive factors, changes in responsibility and the executive officer's
achievement of pre-established goals, but also the number and term of options
previously granted to the officer. In addition, the Company usually makes a
significant grant of options when an executive officer joins the Company. The
Compensation Committee determines the size of option grants to executive
officers.
CHIEF EXECUTIVE OFFICER'S COMPENSATION
Martin J. Reid was appointed to the position of President and Chief
Executive Officer effective December 1, 1997 under an employment agreement which
terminates on November 30, 2000. Mr. Reid is paid an annual base salary of
$175,000 subject to increase from time to time by action of the Board. The
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<PAGE>
agreement also provides that Mr. Reid will be paid an annual bonus of up to 30%
of his annual base salary if his performance and the Company's performance
satisfy certain predetermined goals mutually agreed upon by Mr. Reid and the
Board of Directors at the beginning of each one year period. See "--Annual
Incentive Bonuses." In the event that Mr. Reid's employment is terminated by the
Company without cause or in certain other circumstances, Mr. Reid will be paid
at his then annual base salary rate for a period of 12 months following the date
of such termination and he will be entitled to be paid for the cost of 12 months
of health benefits. Mr. Reid may terminate his employment at any time, but will
forfeit certain benefits if he does not provide the Company with at least 60
days prior written notice. In addition, on December 1, 1997, Mr. Reid was
granted options to purchase 140,000 shares of common stock at fair market value
on the date of grant. Of the 140,000 options granted to Mr. Reid, 35,000 vested
immediately and the remaining 105,000 vest in three equal annual installments
commencing one year from the grant date.
Mr. Reid's salary and bonus structure is consistent with that received by
his counterparts in similar-sized companies in semiconductor--related industries
and other comparable companies.
THE COMPENSATION COMMITTEE:
Peter H. Rose
Donald F. McGuinness
Robert L. Gable
13
<PAGE>
PERFORMANCE GRAPH
The following graph compares the annual cumulative total stockholder return
(assuming reinvestment of dividends) from investing $100 on May 20, 1994 (the
date of the Company's initial public offering), and plotted at the end of each
fiscal year thereafter, in each of (i) the Company's Common Stock, (ii) the
Nasdaq Stock Market, and (iii) the Media General Financial Services SIC Code
Index 3674--Semiconductors, Related Devices--which consists of other companies
in the semiconductor industry. It should be noted that the Company has not paid
any dividends on the Common Stock, and no dividends are included in the
representation of the Company's performance. The stock price performance on the
graph below is not necessarily indicative of future price performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS
<S> <C> <C> <C>
IBIS TECHNOLOGY CORP. SIC CODE INDEX NASDAQ MARKET INDEX
5/20/94 $100.00 $100.00 $100.00
12/31/94 $32.84 $109.51 $101.30
12/31/95 $141.29 $177.84 $131.40
12/31/96 $111.44 $286.31 $163.29
12/31/97 $123.58 $298.35 $199.73
12/31/98 $168.16 $449.20 $281.71
</TABLE>
RELATIVE DOLLAR VALUES
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
5/20/94 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
--------- --------- --------- --------- --------- ---------
Ibis Technology Corporation $ 100.00 $ 32.84 $ 141.29 $ 111.44 $ 123.38 $ 168.16
SIC Code Index $ 100.00 $ 109.51 $ 177.84 $ 286.31 $ 298.35 $ 449.20
Nasdaq Market Index $ 100.00 $ 101.30 $ 131.40 $ 163.29 $ 199.73 $ 281.71
</TABLE>
14
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission (the "SEC")
initial reports of beneficial ownership and reports of changes in beneficial
ownership of the Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% beneficial owners 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, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.
CERTAIN TRANSACTIONS
In 1998, the Company received from Orion Equipment, Inc. ("Orion") an
aggregate of approximately $161,000 in payments under a Consulting Services
Agreement (the "Consulting Agreement"). Under the terms of the Consulting
Agreement, the Company provided Orion with consulting services in connection
with Orion's development of non-oxygen ion implantation equipment. Geoffrey
Ryding, a director of the Company, has been a director of Orion since August
1997 and President of Orion since January 1998, and Peter Rose, a director of
the Company, has been a director of Orion since August 1997. Revenues under the
Consulting Agreement decreased substantially since the beginning of 1998 and all
work under the Consulting Agreement ceased by the end of the second quarter of
1998.
15
<PAGE>
ELECTION OF DIRECTORS
(NOTICE ITEM 1)
The Company's Restated Articles of Organization and Restated By-Laws provide
for the Company's business to be managed by or under the direction of the Board
of Directors. Under the Company's Restated Articles of Organization and Restated
By-Laws, the number of directors is fixed from time to time by the Board of
Directors. The Board of Directors currently consists of nine members, classified
into three classes as follows: Donald F. McGuinness, Peter H. Rose and Lamberto
Raffaelli constitute a class with a term which expires at the upcoming Meeting
(the "Class II directors"), Richard Hodgson, Geoffrey Ryding and Leslie B. Lewis
constitute a class with a term ending in 2000 (the "Class III directors"), and
Dimitri Antoniadis, Robert L. Gable and Martin J. Reid constitute a class with a
term ending in 2001 (the "Class I directors"). At each annual meeting of
stockholders, directors are elected for a full term of three years to succeed
those directors whose terms are expiring.
Pursuant to the Company's Restated Articles of Organization and Restated
By-Laws, on February 4, 1999 the Board of Directors voted to (i) set the size of
the Board of Directors at nine and (ii) nominate Donald F. McGuinness, Peter H.
Rose and Lamberto Raffaelli (the Class II directors) for election at the Meeting
for a term of three years to serve until the 2002 Annual Meeting of
Stockholders, and until their respective successors have been elected and
qualified. Richard Hodgson, Geoffrey Ryding and Leslie B. Lewis (the Class III
directors) and Dimitri Antoniadis, Robert L. Gable and Martin J. Reid (the Class
I directors) will serve until the Annual Meetings of Stockholders to be held in
2000 and 2001, respectively, and until their respective successors have been
elected and qualified.
Unless authority to vote for any of the nominees named below is withheld,
the shares represented by the enclosed proxy will be voted FOR the election as
directors of such nominees. In the event that any nominee shall become unable or
unwilling to serve, the shares represented by the enclosed proxy will be voted
for the election of such other person as the Board of Directors may recommend in
his place. The Board has no reason to believe that any nominee will be unable or
unwilling to serve.
The affirmative vote of a plurality of the shares voted affirmatively or
negatively at the Meeting is required to elect each nominee as a director.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF DONALD F. MCGUINNESS,
PETER H. ROSE AND LAMBERTO RAFFAELLI AS DIRECTORS, AND PROXIES SOLICITED BY THE
BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED
OTHERWISE ON THE PROXY.
16
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
(NOTICE ITEM 2)
The Board of Directors has appointed KPMG Peat Marwick LLP, independent
public accountants, to audit the financial statements of the Company for the
fiscal year ending December 31, 1999. The Board proposes that the Stockholders
ratify this appointment. KPMG Peat Marwick LLP audited the Company's financial
statements for the fiscal year ended December 31, 1998. The Company expects that
representatives of KPMG Peat Marwick LLP will be present at the Meeting, with
the opportunity to make a statement if they so desire, and will be available to
respond to appropriate questions.
In the event that ratification of the appointment of KPMG Peat Marwick LLP
as the independent public accountants for the Company is not obtained at the
Meeting, the Board of Directors will reconsider its appointment.
The affirmative vote of a majority of the shares voted affirmatively or
negatively at the Meeting is required to ratify the appointment of the
independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF THE
APPOINTMENT OF KPMG PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS, AND
PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A
STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
17
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other business which will be presented at
the Meeting. If any other business is properly brought before the Meeting, it is
intended that proxies in the enclosed form will be voted in respect thereof in
accordance with the judgment of the persons voting the proxies.
STOCKHOLDER PROPOSALS
To be considered for inclusion in the proxy statement relating to the Annual
Meeting of Stockholders to be held in 2000, stockholder proposals must be
received no later than December 10, 1999. To be considered for presentation at
such meeting, although not included in the proxy statement, proposals must be
received no later than March 10, 2000 and no earlier than February 11, 2000. All
stockholder proposals should be marked for the attention of Clerk, Ibis
Technology Corporation, 32 Cherry Hill Drive, Danvers, MA 01923.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 (other than exhibits thereto) filed with the Securities and
Exchange Commission, which provides additional information about the Company,
may be obtained by any stockholder without charge at their request by writing
to:
Investor Relations
Ibis Technology Corporation
32 Cherry Hill Drive
Danvers, Massachusetts 01923
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST CONVENIENCE.
By order of the Board of Directors:
/s/ Debra L. Nelson
Debra L. Nelson
Clerk
April 9, 1999
18
<PAGE>
PROXY IBIS TECHNOLOGY CORPORATION PROXY
THIS PROXY IS BEING SOLICITED BY IBIS TECHNOLOGY CORPORATION'S
BOARD OF DIRECTORS
The undersigned, revoking any previous proxies relating to these shares,
hereby acknowledges receipt of the Notice and Proxy Statement dated April 9,
1999 in connection with the Annual Meeting of Stockholders to be held at 10:00
a.m. (local time) on Thursday, May 13, 1999, at the offices of Ibis Technology
Corporation (the "Company") at 32 Cherry Hill Drive, Danvers, Massachusetts
01923 and hereby appoints Martin J. Reid and Debra L. Nelson, and each of them
(with full power to act alone), the attorneys and proxies of the undersigned,
with power of substitution to each, to vote all shares of the Common Stock of
the Company registered in the name provided herein which the undersigned is
entitled to vote at the 1999 Annual Meeting of Stockholders, and at any
adjournments thereof, with all the powers the undersigned would have if
personally present. Without limiting the general authorization hereby given,
said proxies are, and each of them is, instructed to vote or act as follows on
the proposals set forth in said Proxy.
THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO
DIRECTION IS MADE THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2.
IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
ELECTION OF CLASS II DIRECTORS (OR IF ANY NOMINEE IS NOT AVAILABLE FOR
ELECTION, SUCH SUBSTITUTE AS THE BOARD OF DIRECTORS MAY DESIGNATE):
NOMINEES: PETER H. ROSE DONALD F. MCGUINNESS LAMBERTO RAFFAELLI
SEE REVERSE SIDE FOR PROPOSALS 1 AND 2. If you wish to vote in accordance
with the Board of Directors' recommendations, just sign on the reverse side. You
need not mark any boxes.
(SEE REVERSE SIDE)
<PAGE>
/X/ Please mark votes as in this example.
The Board of Directors recommends a vote FOR Proposals 1 and 2.
1. Election of three (3) Class II Directors: Peter H. Rose Donald F.
McGuinness Lamberto Raffaelli
/ / FOR / / WITHHELD
/ / FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. Proposal to Ratify the Appointment of KPMG Peat Marwick LLP as the Company's
independent public accountants for the fiscal year ending December 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
Please sign exactly as name(s)
appears hereon. Joint owners
should each sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give full title
as such.
________________________________
Signature Date
________________________________
Signature Date
