SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant <CHECKED-BOX>
Filed by a party other than the Registrant <SQUARE>
Check the appropriate box:
<SQUARE> Preliminary Proxy Statement
<SQUARE> Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
<CHECKED-BOX> Definitive Proxy Statement
<SQUARE> Definitive Additional Materials
<SQUARE> Soliciting Material Pursuant to <square> <section>240.14a-11(c)
or <SQUARE> <section>240.14a-12
DBS INDUSTRIES, 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):
<CHECKED-BOX> No fee required
<SQUARE> 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:_________________________________________
<SQUARE> Fee paid previously with preliminary materials.
<SQUARE> 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:________________________________
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4) Date Filed:____________________________________________
<PAGE>
To the Stockholders of DBS Industries, Inc.:
You are invited to attend the Annual Meeting of the Stockholders of DBS
Industries, Inc. ("DBSI") which will be held on May 12, 1998 at 2:00 p.m. (PDT)
at Embassy Suites Hotel, 101 McInnis Road, San Rafael, California 94903.
The accompanying Notice of the Annual Meeting of the Stockholders and Proxy
Statement contain the matters to be considered and acted upon, and you should
read such material carefully.
The Proxy Statement contains information about the two nominees for election as
Directors, the adoption of the 1998 Stock Option Plan, the amendment to the
1993 Non-Qualified Stock Option Plan for Non-Employee Directors, and the
amendment to the 1996 Stock Option Plan. The Board of Directors strongly
recommends your approval of these proposals.
We hope you will be able to attend the meeting, but, if you cannot do so, it is
important that your shares be represented. Accordingly, we urge you to mark,
sign, date and return the enclosed proxy promptly. You may, of course,
withdraw your proxy if you attend the meeting and choose to vote in person.
Sincerely,
Fred W. Thompson
Chairman and President
April 23, 1998
<PAGE>
DBS INDUSTRIES, INC.
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941
(415) 380-8055
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 12, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of DBS
Industries, Inc., a Delaware corporation ("DBSI"), will be held on May 12, 1998
at 2:00 p.m. (PDT), at Embassy Suites Hotel, 101 McInnis Road, San Rafael,
California 94903, for the following purposes, which are more completely
discussed in the accompanying Proxy Statement:
To elect two directors, each to hold office for a three-year term ending at the
Annual Meeting of Stockholders in 2001 and until their successors are
elected and qualified;
To approve the 1998 Stock Option Plan;
To amend the 1993 Non-Qualified Stock Option Plan for Non-Employee Directors;
and
To amend the 1996 Stock Option Plan;
To transact such other business as may properly come before the meeting or any
adjournments thereof.
Only stockholders of record at the close of business on April 8, 1998 are
entitled to notice of and to vote at the Annual Meeting of the Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Fred W. Thompson
Chairman and President
April 23, 1998
YOU ARE CORDIALLY INVITED TO ATTEND DBSI'S ANNUAL MEETING OF
STOCKHOLDERS. IT
IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE
NUMBER YOU OWN.
EVEN IF YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE
URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN
THE ENVELOPE
PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE EITHER IN PERSON
OR BY
PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN
PERSON AT ANY
TIME PRIOR TO THE EXERCISE THEREOF.
<PAGE>
PROXY STATEMENT
of
DBS INDUSTRIES, INC.
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941
(415) 380-8055
INFORMATION CONCERNING THE SOLICITATION
This Proxy Statement is furnished to the stockholders of DBS Industries, Inc.
("DBSI") in connection with the solicitation of proxies on behalf of DBSI's
Board of Directors for use at DBSI's Annual Meeting of the Stockholders (the
"Meeting") to be held on May 12, 1998 at 2:00 p.m. (PDT), at Embassy Suites
Hotel, 101 McInnis Road, San Rafael, California 94903, and at any and all
adjournments thereof. Only stockholders of record on April 8, 1998 will be
entitled to notice of and to vote at the Meeting.
The proxy solicited hereby, if properly signed and returned to DBSI and not
revoked prior to its use, will be voted at the Meeting in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted "FOR" the nominees for the Board of Directors,
"FOR" the approval of proposals 2, 3 and 4 and, at the proxy holders'
discretion, on such other matters, if any, which may come before the Meeting
(including any proposal to adjourn the Meeting). Any shareholder giving a
proxy has the power to revoke it at any time before it is exercised by (i)
filing with DBS Industries, Inc. written notice of its revocation addressed to
Secretary, DBS Industries, Inc., 100 Shoreline Highway, Suite 190A, Mill
Valley, CA 94941, (ii) submitting a duly executed proxy bearing a later date,
or (iii) appearing in person at the Meeting and giving the Secretary notice of
his or her intention to vote in person.
DBSI will bear the entire cost of preparing, assembling, printing and mailing
proxy materials furnished by the Board of Directors to stockholders. Copies of
proxy materials will be furnished to brokerage houses, fiduciaries and
custodians to be forwarded to beneficial owners of the common stock. In
addition to the solicitation of proxies by use of the mail, some of the
officers, directors, employees and agents of DBSI may, without additional
compensation, solicit proxies by telephone or personal interview, the cost of
which DBSI will also bear.
This Proxy Statement and form of proxy were first mailed to stockholders on or
about April 23, 1998.
RECORD DATE AND VOTING RIGHTS
DBSI is currently authorized to issue up to 20,000,000 shares of common stock,
par value $0.0004, and 5,000,000 shares of preferred stock, par value $0.0004.
As of April 8, 1998, 5,910,236 shares of common stock were issued and
outstanding. No shares of preferred stock are outstanding. Each share of
common stock shall be entitled to one vote on all matters submitted for
stockholder approval, including the election of a director. The record date
for determination of stockholders entitled to notice of, and to vote at the
Meeting, is April 8, 1998. DBSI's Certificate of Incorporation does not
provide for cumulative voting.
One-third (1/3) of the shares of common stock of DBSI entitled to vote must be
represented in person or by proxy at the Meeting to constitute a quorum for the
transaction of business. Directors shall be elected by a plurality of the
votes of common shares present in person or represented by proxy at the Meeting
and entitled to vote on the election of directors. The affirmative vote of a
majority of the outstanding common stock is necessary to approve Proposals 2, 3
and 4. Under Delaware law, abstentions and broker non-votes shall be counted
for purposes of determining quorum. Broker non-votes, however, will not be
counted for purposes of calculating voting power, but abstentions will be
counted towards calculating voting power.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL INFORMATION
DBSI adopted staggered terms for its Board of Directors at the 1996 Annual
Stockholders Meeting. Directors of the first class served until the 1997
Annual Meeting of Stockholders. Directors of the second class are serving
until the 1998 Annual Meeting of Stockholders, and directors of the third class
will serve until the 1999 Annual Meeting of Stockholders or until their
successors have been elected. At the Meeting, stockholders will be asked to
elect the second class of directors to serve until the 2001 Annual Meeting of
Stockholders. Messrs. H. Tate Holt and Michael T. Schieber, both current
second class directors, are standing for re-election.
NOMINEES FOR DIRECTORS
The nominees for directors have consented to being named nominees in this Proxy
Statement and have agreed to serve as directors if elected at the Annual
Meeting. In the event that the nominees are unable to serve, the persons named
in the proxy have discretion to vote for other persons if such other persons
are designated by the Board of Directors. The Board of Directors has no reason
to believe that the nominees will be unavailable for election. The directors
who are elected shall hold office for three years, as set forth under Article
VIII of the Restated Certificate of Incorporation of August 12, 1996, or until
their successors are elected and qualified.
The following sets forth the persons nominated by the Board of Directors for
re-election as directors and certain information with respect to those persons.
Nominee Age Term
Michael T. Schieber 58 1998-2001
H. Tate Holt 46 1998-2001
BACKGROUND OF NOMINEES
MICHAEL T. SCHIEBER, has served as a Director of DBSI since December 1992. He
has served as the Managing General Partner of ZAMSTL Partners, a real estate
development firm in Washington State since June 1991. From 1987 to December
1992, Mr. Schieber was the Managing Partner of Amador Telecommunications. Mr.
Schieber also holds minority interests in two Illinois cellular telephone
licenses. He retired from the Department of Fisheries with the State of
Washington in May 1993 where he had served as a civil engineer since 1984. He
is also a retired Air Force Major and Command Pilot. Mr. Schieber received an
MA degree in International Relations and Government from the University of
Notre Dame, a BS in Engineering from the Air Force Academy, and a BA in
Business from The Evergreen State College.
H. TATE HOLT, appointed in February 1996, is currently President of Holt &
Associates, a growth management consulting firm and has held that position
since July 1990. Previously, from 1987 to 1990, Mr. Holt was a Senior Vice
President at Automatic Data Processing, Inc. in Roseland, New Jersey and Santa
Clara, California. Mr. Holt has over twenty years of experience in various
senior sales, marketing and general management positions with IBM, Triad
Systems, and ADP. He has participated in major restructuring and strategic
planning in these and other companies. Since 1990, Holt & Associates has
assisted its clients in developing and achieving aggressive growth targets,
both domestically as well as internationally. Mr. Holt is also an active
director of several private and publicly traded companies including Onsite
Energy. Mr. Holt holds an AB from Indiana University.
<PAGE>
VOTE REQUIRED
The plurality of votes of common shares present in person or represented by
proxy and entitled to vote on the election of directors is required to elect
the nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE
NOMINEES FOR THE
ELECTION OF DIRECTORS
PROPOSAL TWO
ADOPTION OF THE DBSI
1998 STOCK OPTION PLAN
On February 12, 1998, subject to stockholder approval, the Board of
Directors approved adoption of the DBS Industries, Inc. 1998 Stock Option Plan
(herein the "Plan") to serve as a vehicle to attract and retain the services of
key employees and to help such key employees realize a direct proprietary
interest in DBSI. As discussed below, the Plan is a "dual plan" which provides
for the grant of both Non-qualified Options and Incentive Stock Options. The
Plan is set forth in Exhibit "A" attached to this Proxy Statement.
DESCRIPTION OF THE PLAN
Adoption of the Plan will not affect options previously granted under the
1996 Stock Option Plan ("Existing Plan"), and the Company will no longer issue
any options under the Existing Plan. The Plan is intended to attract, retain
and motivate officers, employees, consultants and directors of the Corporation,
or a subsidiary of the Corporation, by giving them the opportunity to acquire
stock ownership in the Corporation.
The Plan covers 500,000 shares of DBSI's common stock, which shares will
be reserved upon confirmation of the Plan. The following is a summary of the
provisions of the Plan. The summary is not intended to be a complete
description of all terms and provisions of the Plan. The Plan is set forth in
Exhibit "A" to this Proxy Statement.
ELIGIBILITY. The Plan provides for the grant of options to officers,
directors, consultants and employees of DBSI (herein "participants"). The
Committee (as defined below) determines which participants are to be granted
options under the Plan. The options under the Plan which have not been
previously granted may be granted to the participants. Directors and officers
of DBSI are eligible to participate under the Plan.
ADMINISTRATION. The Plan will be administered by a Stock Option and
Compensation Committee consisting of two or more disinterested Board members
(herein the "Committee"). The Committee is responsible for the operation of
the Plan and, subject to the terms thereof, makes all determinations regarding
(i) participation in the Plan by employees of DBSI or its subsidiaries and (ii)
the nature and extent of participation. The interpretation and construction of
any provisions of the Plan by the Committee shall be final. The Board may at
any time remove a Committee member and appoint a successor, provided the
successor is a disinterested Board member.
Other than the ability to receive options individually as directors or
employees of DBSI, Committee members shall serve without compensation, unless
otherwise determined by the Board, provided that DBSI shall pay the expenses of
such members incurred in the administration of the Plan, subject to approval of
the Board.
TERMS OF OPTIONS. Each option will be evidenced by a stock option
agreement between DBSI and the participants to whom such options may be
granted. Options granted to persons other than Committee members under the
Plan shall have a term of up to 10 years, as determined by the Committee, and
shall be subject to the following additional terms and conditions. In the case
of an employee who owns more than 10% of DBSI common stock, the term of any
Incentive Stock Option shall not be more than five years from the date of
grant.
<PAGE>
NUMBER OF COMMON STOCK SUBJECT TO ANY ONE OPTION. The Committee
shall
determine the number of shares subject to an option grant. However, the fair
market value of the common stock to any Incentive Stock Options granted to the
employee in any calendar year may not exceed $100,000.
EXERCISE OF THE OPTION. Options shall become exercisable during a period
or during such periods as the Committee shall determine and may be specifically
conditioned upon achieving specified performance goals. An option may be
exercised by giving written notice of exercise to DBSI, specifying the number
of full shares of common stock to be purchased and tendering payment of the
purchase price to DBSI. The Committee may, in its discretion, allow a
participant to pay the option price over such period of time as the Committee
shall, from time to time, designate, provided that the participant shall
execute a promissory note evidencing the debt on such terms and conditions as
is determined by the Committee. Interest at prime rate shall be paid on any
such promissory note and payment of the note in full must occur at the time of
the sale of the underlying stock.
OPTION PRICE. The option price will be determined by the Committee and
shall be the fair market value of DBSI common stock on the date of grant, based
upon the closing price of the common stock on that date. In the case of an
Incentive Stock Option granted to an employee who owns more than 10% of the
common stock, the exercise price will be 110% of the fair market value.
EMPLOYMENT AGREEMENT. The Committee may include in an option agreement a
condition that the participant shall agree to remain in the employ of DBSI for
a specified period of time following the date of grant.
TERMINATION OF STATUS AS AN EMPLOYEE. In the case of an Incentive Stock
Option, if the participant ceases to serve as an employee of DBSI, the options
held by the optionee may be exercised within three months after the date
employment ceases as to all or part of the shares that the optionee was
entitled to exercise at the date of such termination and after such three month
period all unexercised options shall terminate. Non-qualified Stock Options
are not limited to such three-month exercise limitation. Notwithstanding the
foregoing, in no event may an option be exercised after its term has expired.
TERMINATION OF STATUS AS A DIRECTOR OR CONSULTANT. If an optionee
ceases
to serve as a director or consultant of DBSI, any Non-qualified Stock Option
held at the date of such termination may be exercised, in whole or in part, at
any time during the term of the option as set forth in the option agreement and
after such period of time all unexercised options shall terminate.
Notwithstanding the foregoing, in no event may an option be exercised after its
term has expired.
DEATH. If an optionee should die while serving as an employee, officer,
consultant or director of DBSI, the options held by the participant may be
exercised by the participant's estate at any time within twelve months after
the death and shall terminate thereafter. If a participant should die within
one month after ceasing to serve as an employee, officer, consultant or
director of DBSI, the options may be exercised within twelve months after the
death to the extent the option was exercisable on the date of such death. Non-
qualified Stock Options shall not be limited to such twelve-month exercise
period and such options may be exercised within the time specified in the
option agreement. Notwithstanding the foregoing, in no event may an option be
exercised after its term has expired.
SUSPENSION OR TERMINATION OF OPTIONS. No option shall be exercisable by
any person after its expiration date. If the Committee reasonably believes
that a participant has committed an act of misconduct, the Committee may
suspend the participant's right to exercise any option pending a final
determination by the Committee. If the Committee determines a participant has
committed an act of embezzlement, fraud, dishonesty, nonpayment of an
obligation owed to DBSI, breach of fiduciary duty or deliberate disregard of
DBSI's rules or if a participant makes an unauthorized disclosure of any
Company trade secret or confidential information, engages in any conduct
constituting unfair competition, induces any of DBSI's customers or contracting
parties to breach a contract with DBSI, or induces any principal for whom DBSI
acts as an agent to terminate such agency relationship, neither the participant
nor his or her estate shall be entitled to exercise any option whatsoever. In
making such determination, the Committee shall act fairly and in good faith and
shall give the participant an opportunity to appear and present evidence on the
participant's behalf at a hearing before the Committee. The determination of
the Committee shall be final and conclusive unless overruled by the Board of
Directors.
<PAGE>
NON-TRANSFERABILITY OF OPTIONS. An option is nontransferable, other than
by will or the laws of descent and distribution, and is exercisable only by the
participant during his or her lifetime or, in the event of death, by the
executors, administrators, legatees or heirs of his or her estate during the
time period provided above.
HOLDING REQUIREMENTS. To the extent required by Rule 16b-3, as
promulgated under Section 16(b) of the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") all participants who are officers or directors as
defined in Rule 16a-1(f) of the Exchange Act of DBSI shall not be entitled to
transfer any shares of common stock received upon the exercise of the options
granted under the Plan for a period of six months from the date that such
options were granted.
OTHER PROVISIONS. The option agreement may contain such other terms,
provisions and conditions not inconsistent with the Plan as may be determined
by the Committee.
FEDERAL TAX ASPECTS.
The Plan is a "dual plan" in that it provides for the grant of both Non-
qualified Options and Incentive Stock Options.
NON-QUALIFIED OPTIONS. In general, the grant of an option under the Plan
that is designated as a non-qualified stock option will not result in taxable
income to the recipient at the time of grant.
In general, a participant, other than an officer or director subject to
Section 16(b) of the Exchange Act, who exercised the option will recognize
ordinary income in an amount equal to the excess of the fair market value of
the shares at the time of exercise over the option price.
In general, a participant who is a director or an officer subject to
Section 16(b) and has exercised his or her option while he or she is subject to
Section 16(b) with respect to such stock, will recognize ordinary income when
he or she is no longer subject to Section 16(b) with respect to such stock in
an amount equal to the excess of the fair market value of the shares at the
later date less the option exercise price unless the participant timely files a
statement with the IRS electing to be taxed on the date of issuance. In
general, if such participant exercises his or her option when he or she is no
longer subject to Section 16(b), he or she will recognize ordinary income in an
amount equal to the excess of the fair market value of the shares at the time
of exercise over the option exercise price unless the participant timely files
the IRS statement referred to above.
An exception to the general rules set forth above exists in the case of
common stock subject to a substantial risk of forfeiture and which is
nontransferable. This occurs if restrictions in connection with the issuance
of the stock options are present. In such circumstances, ordinary income will
be recognized when the risk of forfeiture lapses or the shares become
transferable, whichever occurs first, rather than the dates described in the
two foregoing paragraphs, unless the participant timely files a statement with
the IRS electing to be taxed on the date of issuance.
DBSI will be entitled to tax deductions in the same amounts and at the
same times as the participant takes amounts into income. The participant's
cost basis in the acquired shares will be the same as the fair market value of
the shares on the date they are valued to determine taxable income.
INCENTIVE STOCK OPTIONS. The grant of an option under the Plan that is
designated as an Incentive Stock Option under Section 422 of the Internal
Revenue Code will not result in taxable income to the recipient at the time of
the grant. The participant will, however, recognize taxable income in the year
in which the shares purchased under the Incentive Stock Option are sold or
otherwise made the subject of disposition.
For federal income tax purposes, dispositions are divided into two
<PAGE>
categories: qualifying and disqualifying. The participant will make a
qualifying disposition of a purchased share if no disposition of such share is
made by participant within two years from the date of the granting of the
option nor within one year after the transfer of such share to participant. If
the participant fails to satisfy either of these two holding periods prior to
the sale or other disposition of the purchased shares, then a disqualifying
disposition will result.
Upon a qualifying disposition, the participant will recognize capital gain
in an amount equal to the excess of (i) the amount realized upon the sale or
other disposition of the purchased shares over (ii) the option price paid for
the shares. If there is a disqualifying disposition of the shares, then the
shares of (i) the fair market value of those shares at the date of exercise
over (ii) the option price paid for such shares will be taxable as ordinary
income. Any additional gain recognized upon the disposition will be capital
gain.
If the participant makes a disqualifying disposition of the purchased
shares, then DBSI will be entitled to an income tax deduction for the taxable
year in which such disposition occurs, equal to the amount by which the fair
market value of such shares on the date the option was exercised exceeded the
option price. In no other instance will DBSI be allowed a deduction with
respect to the optionee's disposition of the purchased shares.
WITHHOLDING TAXES. DBSI is entitled to take appropriate measures to
withhold from the shares of common stock, or to otherwise obtain from the
recipients, sufficient sums DBSI deems necessary to satisfy any applicable
federal, state and local withholding taxes, including FICA taxes, before the
delivery of the common stock to the recipient.
ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event any change, such
as stock split, is made in DBSI's capitalization which results in an exchange
of common stock for a greater or lesser number of shares, an appropriate
adjustment shall be made in the option price and in the number of shares
subject to the option. In the event of the proposed dissolution or liquidation
of DBSI, all outstanding options shall automatically terminate, provided that
the participant shall have the right, immediately prior to the dissolution or
liquidation, to exercise his or her options. In the event of the sale of all
or substantially all of DBSI's assets or the merger of DBSI with or into
another corporation, (i) if DBSI is the surviving corporation following a
merger or consolidation each option shall, upon exercise, entitle the holder to
the issuance of securities to which a holder of the number of shares of common
stock subject to the option would be entitled after the merger or
consolidation, or (ii) all options shall otherwise terminate, provided that the
participant shall have the right, immediately prior to the merger,
consolidation, dissolution or liquidation to exercise his or her options.
AMENDMENT AND TERMINATION. The Board of Directors may amend the Plan at
any time or from time to time or may terminate it without approval of the
shareholders; provided, however, that shareholder approval is required for any
amendment which increases the number of shares for which options may be
granted, changes the designation of the class of persons eligible to be granted
options, or materially increases the benefits which may accrue to participants
under the Plan. Notwithstanding the foregoing, no action by the Board of
Directors or shareholders may alter or impair any option previously granted
under the Plan without the consent of the participant.
VOTE REQUIRED
The affirmative vote of a majority of the common stock represented and voting
at the Meeting is necessary to approve the adoption of the 1998 Stock Option
Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE
ADOPTION OF THE
1998 STOCK OPTION PLAN.
PROPOSAL THREE
APPROVAL OF AMENDMENT TO
1993 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
<PAGE>
The Board of Directors has concluded that it would be advisable to amend
Section 4(c) of DBSI's 1993 Non-qualified Stock Option Plan for Non-Employee
Directors (the "1993 Plan") to provide that, when a Director ceases to be a
Director of DBSI, all vested options shall be exercisable by such former
Director up to the date the options would normally expire (up to ten years from
the date of grant) or such lesser period as determined by the Committee.
Currently under the 1993 Plan, options become fully vested upon a Director's
retirement (defined as age 62 or older) and remain exercisable for three years
following such retirement or by a Director's personal representative for one
year following his or her death. The 1993 Plan also provides that when a
Director ceases to act as a Director of the Company (for reasons other than
retirement or death), any exercisable options will remain exercisable for ten
days thereafter.
Although options are no longer being issued under the 1993 Plan, all
previously granted options continue to be governed by its provisions. The
Board of Directors believes that former Directors should have the ability to
exercise their vested options up to the date the option would normally expire
and Section 4(c) of the 1993 Plan should be amended to allow such an exercise
period, or lesser period as determined on an individual basis at the discretion
of the Committee. Under the proposed amendment, an exercise period still may
be no longer than ten years from the date of grant.
Section 4(c) of the 1993 Plan currently states:
(c) Payment of the option exercise price will be made in cash or in shares
of Common Stock or a combination thereof. Options not otherwise
exercisable by a Director shall, in most instances, become fully
exercisable on the date of his or her retirement as Director (as required
pursuant to any plan or policy of the Company) or on the date of his or
her death, and shall remain exercisable by a Director for three (3) years
after a Director's retirement or by a Director's personal representative
for one year after his or her death, respectively. To the extent options
are exercisable on the date a Director ceases to act as a Director of the
Company (other than by reason of death or retirement pursuant to any plan
or policy of the Company), such options will remain exercisable for ten
(10) days thereafter.
The proposed amendment to Section 4(c) is as follows:
(c) Payment of the option exercise price will be made in cash or in shares
of Common Stock or a combination thereof. Options not otherwise
exercisable by a Director shall, in most instances, become fully
exercisable on the date of his or her retirement as Director (as required
pursuant to any plan or policy of the Company) or on the date of his or
her death, and shall remain exercisable by such Director or Director's
personal representative at any time until the expiration date of the
option, as specified in the option agreement, or such lesser period as
determined by the Committee. To the extent options are exercisable on the
date a Director ceases to act as a Director of the Company (other than by
reason of death or retirement pursuant to any plan or policy of the
Company), such options shall remain exercisable by such Director at any
time until the expiration date of the option, as specified in the option
agreement, or such lesser period as determined by the Committee.
Notwithstanding the foregoing, in no event shall options be exercisable
after the earlier of (i) the expiration date of the option (as set forth
in the option agreement), or (ii) ten years from the grant date of the
option.
VOTE REQUIRED
The affirmative vote of a majority of the common stock represented and
voting at the Meeting is necessary to approve the amendment to the 1993 Non-
Qualified Stock Option Plan for Non-Employee Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE
AMENDMENT OF THE
1993 NON-QUALIFIED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS.
<PAGE>
PROPOSAL FOUR
APPROVAL OF AMENDMENT TO
1996 STOCK OPTION PLAN
Similar to the proposed amendment to the 1993 Plan, the Board of Directors
has also concluded that it would be advisable to amend the first paragraph of
Section 5(b)(vii)(1) of DBSI's 1996 Stock Option Plan (the "1996 Plan") to
provide that upon the termination of employment of directors, consultants and
employees such optionees be permitted to exercise any vested non-qualified
stock options up to the date the options would normally expire (up to ten years
from the grant date), or such lesser period as determined by the Committee.
Currently under the 1996 Plan, upon termination of employment an optionee has
only three months during which to exercise any vested options. Under the
proposed amendment, the exercise period for incentive stock options would
remain three months from the termination date, in accordance with Section 422
of the Internal Revenue Code of 1986, as amended, but Non-qualified Stock
Options would be exercisable up to their expiration date, or such lesser period
as determined by the Committee.
The first paragraph of Section 5(b)(vii)(1) of the 1996 Plan currently states:
(1) TERMINATION OF EMPLOYMENT/CONSULTING/DIRECTORSHIP. If for
any
reason other than permanent and total disability or death (as defined
below) an Optionee ceases to be employed by or to be a consultant or
director of the Company, or a Subsidiary, Options held at the date of such
termination (to the extent then exercisable) may be exercised, in whole or
in part, at any time within three months after the date of such
termination or such lesser period specified in the Option Agreement (but
in no event after the earlier of (i) the expiration date of the Option as
set forth in the Option Agreement, and (ii) ten years from the grant
date).
The proposed amendment to the first paragraph of Section 5(b)(vii)(1) is as
follows:
(1) TERMINATION OF EMPLOYMENT/CONSULTING/DIRECTORSHIP. If for any
reason other than permanent and total disability or death (as defined
below) an Optionee ceases to be employed by or to be a consultant or
director of the Company, or a Subsidiary, any Incentive Stock Options held
at the date of such termination (to the extent then exercisable) may be
exercised, in whole or in part, at any time within three months after the
date of such termination or such lesser period specified in the Option
Agreement (but in no event after the earlier of (i) the expiration date of
the Option as set forth in the Option Agreement, and (ii) ten years from
the grant date) and any Non-Qualified Stock Options held at the date of
such termination (to the extent then exercisable) may be exercised, in
whole or in part, at any time until the expiration date of the Option, as
specified in the Option Agreement, or such lesser period as determined by
the Committee (but in no event after the earlier of (i) the expiration
date of the Option as set forth in the Option Agreement, and (ii) ten
years from the grant date).
<PAGE>
VOTE REQUIRED
The affirmative vote of a majority of the common stock represented and
voting at the Meeting is necessary to approve the amendment to the 1996 Stock
Option Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE
AMENDMENT OF THE
1996 STOCK OPTION PLAN.
DIRECTORS AND EXECUTIVE OFFICERS
IDENTIFICATION OF DBSI'S DIRECTORS AND EXECUTIVE OFFICERS
The directors and executive officers of DBSI, their ages, positions held, and
duration as such, are as follows:
NAME POSITION AGE PERIOD
Fred W. Thompson Chairman of the Board, President, 55 December 1992-present
Chief Executive Officer and
Chief Financial Officer November 1993-present
Michael T. Schieber Director 58 December 1992-present
Secretary
Jerome W. Carlson Director 61 May 1997-present
E.A. James Peretti Director, President and 55 February 1996-present
Chief Executive Officer, GEMS
H. Tate Holt Director 46 February 1996-present
CERTAIN SIGNIFICANT EMPLOYEES
While the following person does not serve as a director or executive officer of
DBSI, he does serve as an executive officer or director of DBSI's subsidiary
and is considered to be a significant employee of that subsidiary.
Randall L. Smith Exec Vice-President, Chief Engineer 43 January 1996-present
Director of GEMS
President and Director of GEMS July 1995-January 1996
President of JPS July 1993-June 1995
BACKGROUND OF PRESENT DIRECTORS AND EXECUTIVE OFFICERS
FRED W. THOMPSON, serves as CHAIRMAN OF THE BOARD, PRESIDENT, AND CEO
of DBSI.
He has over thirty years' experience in the telecommunications industry. From
1983 to 1986, Mr. Thompson managed Inter Exchange Consultants, Inc., a company
he founded, providing management, design and engineering services for initial
cellular telephone operations in New York City, San Francisco, Los Angeles and
other major cities in the U.S. From 1986 to 1990, Mr. Thompson devoted his
time to consulting on various telecommunication matters as an independent
contractor. His career of over 20 years with AT&T included various management
positions in the Long Lines Department, Western Electric Company, Bell Labs and
with several operating telephone companies. Mr. Thompson received a BS degree
in Electrical Engineering from California Polytechnic.
MICHAEL T. SCHIEBER, DIRECTOR, has served as a Director of DBSI since December
<PAGE>
1992. He has served as the Managing General Partner of ZAMSTL Partners, a real
estate development firm in Washington State since June 1991. From 1987 to
December 1992, Mr. Schieber was the Managing Partner of Amador
Telecommunications. Mr. Schieber also holds minority interests in two Illinois
cellular telephone licenses. He retired from the Department of Fisheries with
the State of Washington in May 1993 where he had served as a civil engineer
since 1984. He is also a retired Air Force Major and Command Pilot. Mr.
Schieber received an MA degree in International Relations and Government from
the University of Notre Dame, a BS in Engineering from the Air Force Academy,
and a BA in Business from The Evergreen State College.
E.A. JAMES PERETTI, DIRECTOR appointed in February 1996, and President and
Chief Executive Officer of Global Energy Metering Service, Inc., a wholly owned
subsidiary of DBSI. Previously, Mr. Peretti served as President of
Westinghouse Electric Supply Company (WESCO), a business unit of Westinghouse
Electric Corp. He also served as a Vice President and officer of Westinghouse
Electric Corp. During his 30 year tenure with WESCO, Mr. Peretti also held
positions as Vice President and General Manager of its Pacific Division. Mr.
Peretti holds a BS degree from Purdue University in Electrical Engineering and
an MBA from the University of Hawaii.
H. TATE HOLT, DIRECTOR, appointed in February 1996, is currently President of
Holt & Associates, a growth management consulting firm and has held that
position since July 1990. Previously, from 1987 to 1990, Mr. Holt was a Senior
Vice President at Automatic Data Processing, Inc. in Roseland, New Jersey and
Santa Clara, California. Mr. Holt has over twenty years of experience in
various senior sales, marketing and general management positions with IBM,
Triad Systems, and ADP. He has participated in major restructuring and
strategic planning in these and other companies. Since 1990, Holt & Associates
has assisted its clients in developing and achieving aggressive growth targets,
both domestically as well as internationally. Mr. Holt is also an active
director of several private and publicly traded companies including Onsite
Energy. Mr. Holt holds an AB from Indiana University.
JEROME W. CARLSON, DIRECTOR, elected to the Board in May 1997, is currently
President of Raljer, Inc., management consulting firm, and has held that
position since January 1995. Previously, from 1984 to 1995, Mr. Carlson was
the Chief Financial Officer, Vice President of Finance and Corporate Secretary
for Triad Systems Corporation in Livermore, California. Mr. Carlson has over
twenty years experience with Hewlett Packard Company, in various general
management and corporate finance positions. Since 1995, Raljer, Inc., has
assisted a range of businesses in developing and achieving their strategic and
tactical goals in several industries. Mr. Carlson is also an active director
and advisor in several private companies. He holds a B.S. degree from the
University of California at Davis and an M.B.A. from the Stanford Graduate
School of Business.
RANDALL L. SMITH, EXECUTIVE VICE PRESIDENT AND CHIEF ENGINEER OF
GLOBAL ENERGY
METERING SERVICE, INC. joined DBSI in July 1993. Mr. Smith has been
instrumental in the research and development of the Automated Meter Reading
technology being adopted by the Company. During his 14 years at PG&E, his
experience included management for of energy, gas and electric automation,
automatic meter reading and time of use control, real-time pricing, temper
detection, and distribution generation dispatch. Mr. Smith is a licensed
professional engineer in California and received a BS degree in Electrical
Engineering from Michigan Technological University.
<PAGE>
FAMILY RELATIONSHIPS
There are no family relationships between any director, executive officer or
key employee.
BOARD OF DIRECTORS
The Board of Directors held 5 meetings during the year ended December 31, 1997,
and each director attended all meetings.
COMMITTEES OF THE BOARD
During the year ended December 31, 1997, the Board has a nominating committee
which consisted of Messrs. Holt, Carlson and Thompson and a compensation
committee which consisted of Messrs. Holt, Schieber and Carlson. The Board
also has an audit committee which consisted of Messrs. Schieber and Peretti.
The primary function of the audit committee is to review the scope and results
of audits by DBSI's independent accountants and the cost of accounting
services.
The nominating committee assists in the process of officer and director
nominations.
The compensation committee administers DBSI's 1996 Stock Option Plan and
approves compensation, remuneration and incentive arrangements for DBSI's
officers.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Non-employee directors do not receive any direct compensation; however,
directors do receive stock options.
CASH COMPENSATION
The following table provides certain summary information for the year ended
December 31, 1997, concerning compensation in excess of $100,000 paid or
accrued by DBSI and its subsidiary to or on behalf of DBSI's executives and/or
employees.
Columns regarding "Restricted Stock Awards" and "Long-Term Incentive Plan
(LTIP) Payouts" are excluded because no reportable payments were made to such
executive officers for the relevant years.
<PAGE>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG-TERM COMPENSATION
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING
PRINCIPAL POSITION YEAR SALARY Bonus COMPENSATION{(1)}
OPTIONS{(2)}
Fred W. Thompson 1997 $180,000{(3)} $ 6,705 185,000
Chief Executive Officer 1996 $180,000{(4)} $ 4,245 319,375{(5)}
1995{(6)} $ 30,000 $ 2,577 4,500
1995 $ 72,000 $ 6,521 0
E.A. James Peretti
CEO GEMS 1997 $155,000 $ 3,732 150,000
1996 $155,000 $ 971 375,000
Randall Smith
Executive VP GEMS 1997 $125,000 $ 2,385 75,000
1996 $125,000 $ 2,216 131,875{(5)}
</TABLE>
(1) Consists entirely of payment of insurance premiums.
(2) Common stock of DBS Industries, Inc.
(3) $80,000 paid in cash, $100,000 deferred pursuant to his employment
agreement.
(4) $72,000 paid in cash, $108,000 deferred pursuant to his employment
agreement.
(5) Includes 6,875 shares granted in April 1996 with vesting commencing as of
December 31, 1995.
(6) For the transition period from August 1, 1995 to December 31, 1995.
COMPENSATION PURSUANT TO STOCK OPTION PLAN
DBSI has established a 1996 Stock Option Plan (the "Plan") to serve as a
vehicle to attract and retain the services of key employees and to help such
key employees realize a direct proprietary interest in DBSI. The Plan provides
for the grant of non-statutory and incentive stock options. The exercise price
of any incentive stock option granted under the Plan may not be less than 100%
of the fair market value of the common stock of DBSI on the date of grant. The
fair market value for which an option may be granted incentive stock options in
any calendar year may not exceed $100,000. Shares subject to options under the
Plan may be purchased for cash. Unless otherwise provided by the Board, an
option granted under the Plan is exercisable for a term of ten years (or for a
shorter period up to ten years). The Plan is administered by the Board of
Directors and its Compensation Committee, which has discretion to determine
optionees, the number of shares to be covered by each option, the exercise
schedule, and other terms of the options. The Plan may be amended, suspended,
or terminated by the Board, but no such action may impair rights under a
previously granted option. Each option is exercisable, during the lifetime of
the optionee, only so long as the optionee remains employed by DBSI. No option
is transferable by the optionee other than by will or the laws of descent and
distribution.
DBSI intends to file one or more registration statements on Form S-8 under the
Securities Act to register shares of common stock subject to stock options that
will permit the resale of such shares, subject to vesting restrictions with
DBSI.
<PAGE>
OPTION GRANTS IN THE YEAR ENDED DECEMBER 31, 1997
Individual Grants
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED IN FISCAL PRICE EXPIRATION
NAME 1997 YEAR ($/SH) DATE
Fred W. Thompson 185,000 25% $0.584 12/31/02
President, CEO
E.A. James Peretti 150,000 20% $0.531 12/31/07
CEO GEMS
Randall Smith 75,000 10% $0.531 12/31/07
Exec. VP GEMS
FISCAL YEAR-END OPTION VALUE
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARS at FY End (#) Options/SARS at FY End ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
Options at December 31, 1997 Options at December 31, 1997
Fred W. Thompson 169,971 / 347,029 $82,969 / $82,969
President, CEO
E.A. James Peretti 225,000 / 300,000 $119,475 / $159,300
CEO GEMS
Randall Smith 105,074/ 133,676 $55,795 / $70,982
Exec. VP GEMS
EMPLOYMENT AGREEMENTS WITH EXECUTIVE OFFICERS
Mr. Thompson entered into an employment agreement with DBSI on April 18, 1996
effective January 1, 1996. His annual salary under this agreement is $180,000,
and includes an option to purchase 312,500 shares of DBSI's common stock. DBSI
has maintained a key person insurance policy on Mr. Thompson's life in the face
amount of $2,000,000 and is the sole beneficiary of such policy. DBSI also
entered into new employment contracts with E.A. James Peretti , CEO of GEMS,
and Randall Smith, Executive VP of GEMS and Chief Engineer. Their compensation
agreements included $155,000 annual salary and 375,000 stock options for Mr.
Peretti, and $125,000 annual salary and 125,000 stock options for Mr. Smith.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires
DBSI's officers and directors, and the persons who own more than ten percent of
a registered class of DBSI's equity securities, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission.
<PAGE>
Based solely upon a review of copies of such forms received by it, DBSI
believes that during fiscal 1997 all filing requirements applicable to
officers, directors and greater than ten percent stockholders were satisfied
except that Messrs. Thompson and Peretti inadvertently failed to file a Form 4
on a timely basis with respect to the grant of options to purchase shares of
Common Stock on one occasion and with respect to the adjustment of the exercise
prices of existing options on one occasion.
<PAGE>
PRINCIPAL STOCKHOLDERS
As of April 8,1998, the persons listed in the table set forth below were known
by DBSI to own or control beneficially more than five percent of DBSI's
outstanding Common Stock, par value $.0004 per share. The table also sets
forth the total number of shares of these securities owned by each director,
director nominee and officer of DBSI and of all directors, director nominees
and officers as a group as of April 8,1998, and all options and warrants
exercisable through May 30, 1998.
NAME AND ADDRESS OF BENEFICIALLY AND PERCENT
TITLE OF CLASS BENEFICIAL OWNER RECORD OWNED OF CLASS
Common Stock Fred W. Thompson 848,471 (1) 14.3%
109 William Avenue
Larkspur, CA 94939
Common Stock Michael T. Schieber 316,489 (2) 5.4%
5520 Beverly Drive NE
Olympia, WA 98506
Common Stock E.A. James Peretti 300,000 (3) 5.1%
8613 Paradise Lagoon Drive
Lucerne, CA 95458
Common Stock H. Tate Holt 125,129 (4) 2.1%
240 Wilson Way
Larkspur, CA 94939
Common Stock Jerome W. Carlson 75,000 (5) 1.3%
95 Mt. Vernon Lane
Atherton, CA 94027
Common Stock Officers, Directors and 1,665,089 28.2%
Nominees as a Group
(5 persons)
(1) Includes (i) 599,558 held in Thompson 1996 Revocable Trust, and (ii)
options to purchase 234,375 shares at $.531 expiring on January 1, 2006,
and 4,375, 3,750, 3,663 and 2,750 common shares exercisable at $.584 per
share and expiring February 8, 1999, February 8, 1999, February 15, 2000,
and December 31, 2000, respectively. The exercise price of options to
purchase 234,375 shares was adjusted to $1.4375 in February 1997 and to
$.531 in December 1997. The exercise price of options to purchase an
aggregate of 14,538 shares was adjusted to $1.5813 in February 1997 and
to $.584 in December 1997.
(2) Includes (i) 193,125 shares held jointly with spouse, Arlene Schieber,
(ii) 6,505 held solely by Mr. Schieber, (iii) 3,075 held solely by Ms.
Schieber, of which shares Mr. Schieber disclaims beneficial ownership, and
(iv) options to purchase 6,250, 13,750, 6,250, 12,534, and 37,500 common
shares all exercisable at $1.4375 per share which expire on November 22,
2003, February 15, 2005, December 31, 2005, February 15, 2006 and April
30, 2006, respectively, and 37,500 at $.60 per share which expire May 13,
2007. The exercise price of options to purchase an aggregate of 76,284
shares was adjusted to $1.4375 in February 1997. The exercise price of
options to purchase 37,500 shares was adjusted to $.60 in February 1998.
(3) Options to purchase 300,000 common shares exercisable at $.531 per share,
which expire January 1, 2006. The exercise price was adjusted to $1.4375
in February 1997 and to $.531 in December 1997. Includes (i) 4,821 held
solely by Mr. Holt, and (ii) options to purchase 7,808 and 75,000 common
shares all exercisable at $1.4375 per share which expire on December 15,
2006 and April 30, 2006, respectively, and 37,500 exercisable at $.60 on
May 13, 2007. The exercise price of options to purchase an aggregate of
82,808 shares was adjusted to $1.4375 in February 1997. The exercise price
of options to purchase 37,500 was adjusted to $.60 in February 1998.
<PAGE>
Options to purchase 75,000 common shares exercisable at $.60 per share,
which expire May 13, 2007. The exercise price was adjusted to $.60 in
February 1998.
<PAGE>
OTHER MATTERS
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
Coopers & Lybrand has served as DBSI's independent accountant since August
1994. DBSI has had no disagreements with the accountants on accounting and
financial disclosures. For the calendar year 1998, the Board of Directors
expects to retain Coopers & Lybrand but may seek competitive bids for its
annual audit. A representative of Coopers & Lybrand may be present at the 1998
Annual Meeting of Stockholders to be available to respond to appropriate
questions from stockholders.
OTHER MATTERS
The Board of Directors of DBSI knows of no other matters that may or are likely
to be presented to the Meeting. However, if additional matters are presented
at the Meeting, the persons named in the enclosed proxy will vote such proxy in
accordance with their best judgment on such matters pursuant to the
discretionary authority granted to them by the terms and conditions of the
proxy.
SHAREHOLDER PROPOSALS
Shareholder proposals to be included in DBSI's Proxy Statement and Proxy for
its 1999 Annual Meeting must meet the requirements of Rule 14a-8 promulgated by
the Securities and Exchange Commission ("SEC") and must be received by DBSI no
later than December 1, 1998.
ADDITIONAL INFORMATION
A copy of DBSI's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997, containing DBSI's 1997 audited financial statements,
including the report of its independent public accountants, accompanies this
Proxy Statement. Upon receipt of a written request, DBSI will furnish to any
stockholder, without charge, an additional copy of DBSI's 1997 Form 10-KSB.
Stockholders should direct any request to DBS Industries, Inc., 100 Shoreline
Highway, Suite 190A, Mill Valley, CA 94941, Attention: Secretary.
DBS INDUSTRIES, INC.
By Order of the Board of Directors
Fred W. Thompson
Chairman and President
Mill Valley, California
April 23, 1998
<PAGE>
DBS INDUSTRIES, INC.
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Fred W. Thompson and Michael T. Schieber, and
each of them, as proxies with the power to appoint his or their successor, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of common stock of DBS INDUSTRIES, INC. ("DBSI"), held of record by the
undersigned on April 8, 1998, at the Annual Meeting of Stockholders to be held
on May 12, 1998, at 2:00 p.m. (PDT), at Embassy Suites Hotel, 101 McInnis Road,
San Rafael, California 94903 and at any and all adjournments thereof.
1. Election of Directors to serve until the Annual Meeting of Stockholders
for the Year 2001.
FOR Michael T. Schieber _____ WITHOUT AUTHORITY ____
FOR H. Tate Holt _____ WITHOUT AUTHORITY ____
2. Approval of the 1998 Stock Option Plan.
FOR _______ AGAINST _________ ABSTAIN _____
3. Approval of the Amendment to the 1993 Non-Qualified Stock Option Plan for
Non-Employee Directors.
FOR _______ AGAINST _________ ABSTAIN _____
4. Approval of the Amendment to the 1996 Stock Option Plan.
FOR _______ AGAINST _________ ABSTAIN _____
5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE
VOTED FOR ALL THE NOMINEES AND FOR PROPOSALS 2, 3 AND 4.
Please sign exactly as your name appears on your share certificates. When
shares are held by joint tenants, all joint tenants should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If the signatory is a corporation, please sign the full
corporate name by the president or another authorized officer. If the
signatory is a partnership, please sign in the partnership name by an
authorized person.
______________________________ _____________________________
Name (Print) Name (Print)(if held jointly)
Dated: ________ ______________________________ _____________________________
Signature Signature (if held jointly)
______________________________ _____________________________
(Address) (Address)
______________________________ _____________________________
(City, State, Zip) (City, State, Zip)
I will ___ attend the meeting. I will not ___
Number of persons to attend _____. attend the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE
ENCLOSED
ENVELOPE.
