<PAGE>
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12
Ion Laser Technology, Inc.
................................................................................
(Name of Registrant as Specified in 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
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
.......................................................................
5) Total fee paid:
.......................................................................
[_] Fee paid previously with preliminary materials
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the For of Schedule and the date of its filing.
1) Amount Previously Paid:
................................................
2) Form, Schedule or Registration Statement No.
...........................
3) Filing Party:
..........................................................
4) Date Filed:
............................................................
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<PAGE>
ION LASER TECHNOLOGY, INC., dba BRITESMILE, INC.
200 Diplomat Drive
Airport Business Center
Lester, Pennsylvania 19113
(610) 362-1111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 11, 1998
To the Shareholders:
Notice is hereby given that the Annual Meeting of the Shareholders of
Ion Laser Technology, Inc., dba BriteSmile, Inc. ("the Company") will be held
at the Warwick Hotel, 1701 Locust Street, Philadelphia, Pennsylvania 19103-6179,
on Tuesday, August 11, 1998, at 3:00 p.m., local time, and at any postponement
or adjournment thereof, for the following purposes, which are discussed in the
following pages and which are made part of this Notice:
1. To elect five directors, each to serve until the next annual
meeting of shareholders and until his successor is elected and
shall qualify;
2. To approve a proposal to amend Article 1 of the Articles of
Incorporation of the Company to change the name of the Company to
BriteSmile, Inc;
3. To approve the Company's Revised 1997 Stock Option and Incentive
Plan;
4. To approve the Board of Directors' selection of Ernst & Young LLP
as the Company's independent auditors; and
5. To consider and act upon any other matters that properly may come
before the meeting or any adjournment thereof.
The Company's Board of Directors has fixed the close of business on
June 22, 1998 as the record date for the determination of shareholders having
the right to notice of, and to vote at, the Annual Meeting of Shareholders and
any adjournment thereof. A list of such shareholders will be available for
examination by a shareholder for any purpose related to the meeting during
ordinary business hours at the offices of the Company at 200 Diplomat Drive,
Airport Business Center, Lester, Pennsylvania 19113 during the ten days prior
to the meeting.
You are requested to date, sign and return the enclosed Proxy which is
solicited by the Board of Directors of the Company and will be voted as
indicated in the accompanying Proxy Statement and Proxy. Your vote is
important. Please sign and date the enclosed Proxy and return it promptly in
the enclosed return envelope, whether or not you expect to attend the meeting.
The giving of your proxy as requested will not affect your right to vote in
person if you decide to attend the Annual Meeting. The return envelope requires
no postage if mailed in the United States. If mailed elsewhere, foreign postage
must be affixed. Your proxy is revocable at any time before the meeting.
By Order of the Board of Directors,
Brian G. Delaney, Acting Secretary
Lester, Pennsylvania
July 17, 1998
<PAGE>
ION LASER TECHNOLOGY, INC., dba BRITESMILE, INC.
200 Diplomat Drive
Airport Business Center
Lester, Pennsylvania 19113
(610) 362-1111
--------------------------------------
PROXY STATEMENT
--------------------------------------
ANNUAL MEETING OF SHAREHOLDERS
The enclosed Proxy is solicited by the Board of Directors of Ion Laser
Technology, Inc., dba BriteSmile, Inc. (the "Company") for use in voting at the
Annual Meeting of Shareholders to be held at the Warwick Hotel, 1701 Locust
Street, Philadelphia, Pennsylvania 19103-6179 on August 11, 1998, at 3:00 p.m.,
local time, and at any postponement or adjournment thereof, for the purposes set
forth in the attached notice. When proxies are properly dated, executed and
returned, the shares they represent will be voted at the Annual Meeting in
accordance with the instructions of the shareholder completing the proxy. If no
specific instructions are given, the shares will be voted FOR the election of
the nominees for directors set forth herein, FOR approval of the Revised 1997
Stock Option and Incentive Plan, and FOR ratification of the appointment of
auditors. A shareholder giving a proxy has the power to revoke it at any time
prior to its exercise by voting in person at the Annual Meeting, by giving
written notice to the Company's Secretary prior to the Annual Meeting, or by
giving a later dated proxy.
The presence at the meeting, in person or by proxy, of shareholders
holding in the aggregate a majority of the outstanding shares of the Company's
common stock entitled to vote shall constitute a quorum for the transaction of
business. The Company does not have cumulative voting for directors; a
plurality of the votes properly cast for the election of directors by the
shareholders attending the meeting, in person or by proxy, will elect directors
to office. Action on a matter, other than the election of directors, is
approved if the votes properly cast favoring the action exceed the votes cast
opposing the action. Abstentions and broker non-votes will count for purposes
of establishing a quorum, but will not count as votes cast for the election of
directors or any other questions and accordingly will have no effect. Votes
cast by shareholders who attend and vote in person or by proxy at the Annual
Meeting will be counted by inspectors to be appointed by the Company (it is
anticipated that the inspectors will be employees, attorneys or agents of the
Company).
The close of business on June 22, 1998, has been fixed as the record
date for determining the shareholders entitled to notice of, and to vote at, the
Annual Meeting. Each share shall be entitled to one vote on all matters. As of
the record date there were 7,669,772 shares of the Company's common stock
outstanding and entitled to vote. For a description of the principal holders of
such stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
below.
This Proxy Statement and the enclosed Proxy are being furnished to
shareholders on or about July 17, 1998.
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors shall range
from three to seven, as determined from time to time by the shareholders or the
Board of Directors. Presently the Company's Board of Directors consists of six
members, five of whom are nominees for election at the Annual Meeting. Each
director elected at the Annual Meeting will hold office until a successor is
elected and qualified, or until the director resigns, is removed or becomes
disqualified. Unless marked otherwise, proxies received will be voted FOR the
election of each of the nominees named below. If any such person is unable or
unwilling to serve as a nominee for the office of director at the date of the
Annual Meeting or any postponement or adjournment thereof, the proxies may be
voted for a substitute nominee, designated by the proxy holders or by the
present Board of Directors to fill such vacancy, or for the balance of those
nominees named without nomination of a substitute, or the Board may be reduced
accordingly. The Board of Directors has no reason to believe that any of such
nominees will be unwilling or unable to serve if elected as a director.
The following information is furnished with respect to the nominees.
Stock ownership information is shown under the heading "Security Ownership of
Certain Beneficial Owners and Management" and is based upon information
furnished by the respective individuals.
Mr. Richard V. Trefz, age 56, became a member of the Board of
Directors in November 1997. He was appointed the President and CEO of the
Company on June 1, 1998. From January 1995 to May 1998, Mr. Trefz was the
Divisional CEO of Inductotherm Industries, Inc., the world's leading and largest
manufacturer of induction melting equipment. Prior to that position, Mr. Trefz
was President of DEN-TAL-EZ, Inc. Mr. Trefz held various management positions
with DEN-TAL-EZ, and ultimately served as President from 1989 to 1994. Under
his leadership as President, the Company achieved the number two market share in
dental handpieces, number one share in vacuum systems, and number four position
in operatory equipment in a field of 15 manufacturers.
Mr. Anthony M. Pilaro, age 62, has been a director of the Company
since August, 1997. Presently, he serves as Chairman of CAP Advisors Limited
and maintains offices in Dublin, Ireland. He is a director of LCO Investments
Limited, the owner of record of 32% of the Company's outstanding stock. He is
also Chairman of Excimer Vision Leasing L.P., a partnership engaged in the
business of leasing excimer laser systems. Mr. Pilaro has been involved in
private international investment banking. He was a Founding Director and former
Chief Executive Officer of Duty Free Shoppers Group Limited, a founder of the
predecessor of VISX, Inc., and a founder and principal owner of Excimer Vision
Leasing, LP. A graduate of the University of Virginia '57, and the University
of Virginia Law School '60, Mr. Pilaro practiced law in New York City through
1964.
Mr. Brian G. Delaney, age 29, was appointed Acting Chief Financial
Officer and Acting Secretary of the Company on May 5, 1998. He is currently
employed with CAP Advisors Limited, an affiliate of the Company, in their Dublin
branch. He holds the position of CAP Group Financial Director. Prior to
serving with CAP, Mr. Delaney qualified as a Chartered Accountant with Price
Waterhouse where he worked as a Senior Auditor for a wide variety of local and
international clients.
Mr. R. Eric Montgomery, age 43, has been a director of the Company
since May 5, 1998. Mr. Montgomery is an experienced consultant, researcher and
entrepreneur in the oral care and cosmetic products industries, and has been
granted over 65 US and foreign patents since 1981. Previously, from November
1997 until May 1998, he served as an independent consultant to the Company
through Applied Dental Sciences, Inc. (Monterey, MA), the oral care products
research and development firm of which he has been President since 1992. Mr.
Montgomery is also the Founding Manager and President of OraCeutical LLC (Lee,
MA), an organization dedicated to the development of next generation products
for use in the professional dental office. Mr. Montgomery's organizations have
developed products for companies including The Dial Corporation, Natural White,
AgriNutrition, ProHealth Laboratories, OPI Products, American Dental
-2-
<PAGE>
Hygienics, and Boots PLC. Mr. Montgomery is also President of IDEX Dental
Sciences, Inc. (Lee, MA), an intellectual property holding firm established by
Mr. Montgomery in March 1996.
Linda S. Oubre, age 39, commenced serving as a director of the Company
on May 21, 1998. Ms. Oubre is the President of Tri Com Ventures in Walnut
Creek, California. The firm specializes in new venture planning and
implementation consulting. Her clients have included McGraw Hill's Business
--------
Week Magazine, Prodigy Online Service, and the United Nations Business
- -------------
Development Project in the Republic of Belarus. Prior to starting Tri Com
Ventures in 1996, Ms. Oubre was General Manager, New Business Development, for
the Los Angeles Times, and also served as Director of Operations for Walt
-----------------
Disney's Consumer Products Division and Manager of Financial Planning for the
Times Mirror Company. She has also been a visiting instructor at the Wharton
Business School.
There is no family relationship between any executive officer or
director of the Company and any other executive officer or director.
DIRECTOR COMPENSATION
Since March 31, 1996, the Board has been compensated pursuant to a
program under which all directors receive options to purchase 5,000 shares of
common stock per year for each year during which they serve as a director. The
exercise price of such options is 100% of the fair market price on the date of
grant. Additionally, outside directors have received cash payment in the amount
of $500 per meeting physically attended; outside directors receive no cash
compensation for telephonic participation. Actual expenses incurred by outside
directors are compensated. The director compensation program is under review.
Certain new directors of the Company have been granted Units of
Company equity participation by LCO Investments Limited, a major shareholder of
the Company. As of May 11, 1998, LCO adopted an Incentive Compensation Plan
(the "LCO Plan"). Under the LCO Plan, certain key employees, consultants or
directors of the Company may be given the opportunity to benefit from the
appreciation in the value of the LCO's present equity holdings in the Company.
Such appreciation rights are granted by way of incentive compensation units
("Units"), whose value is determined by the increase in value of LCO's present
holdings of Company Common Stock above a prescribed base value of $4.75 per
share. Each Unit represents a percentage interest (determined by the total
number of Units granted under the LCO Plan) in such increase in value of LCO's
holdings. In May 1998, LCO granted Units to the following directors of the
Company as incentive compensation: Richard Trefz, Brian Delaney, and Linda
Oubre.
Pursuant to an Agreement in effect from November, 1997 through May
1998, Richard Trefz received compensation from a Company affiliate, CAP Advisers
Limited, related to Mr. Trefz' service as a director of the Company. During the
period the Agreement was in force, Mr. Trefz received a consulting fee, paid by
CAP Advisers Limited, of $25,000. Mr. Trefz also received options to purchase
50,000 shares of Common Stock of the Company owned by CAP Advisers, at an
exercise price of $4.00 per share. Such options have been cancelled. As of
June 1, 1998, this Agreement has been terminated and replaced with an Employment
Agreement relating to Mr. Trefz' appointment as President and CEO of the
Company.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Company's Board of Directors took action at four duly noticed
special meetings of the Board during the fiscal year ended March 31, 1998. Each
nominee for director then serving as a director attended all of the Company's
special meetings of the Board of Directors. The Company has established an
Audit Committee and a Compensation Committee. At present, the Audit Committee
consist of Messrs. Delaney
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<PAGE>
and Montgomery, and Ms. Oubre. The Compensation Committee consists of directors
Delaney, Montgomery, and Oubre.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR.
EXECUTIVE OFFICERS AND EMPLOYEES/CONSULTANTS
The following individuals serve as executive officers or significant
employees or consultants of the Company:
CURRENT
NAME AGE POSITION(S)/1/
- ---- --- --------------
Richard V. Trefz 56 President, Chief Executive Officer,
Company Director
David W. Bruhin 57 Vice President of Marketing, Business
Development, and Planning
Brian G. Delaney 29 Acting Chief Financial Officer,
Acting Company Secretary, Company
Director
John W. Warner 53 Research and Development Director
Michael B. Knight, DDS __ Dental Director
Salim A. Nathoo 42 Product Development Consultant
- --------------------------------------------------------------------------------
/1/ All Company directors serve for one year and until their successors are
elected and qualified. All officers serve at the pleasure of the Board of
Directors. There are no family relationships between any of the officers and
directors.
- --------------------------------------------------------------------------------
David W. Bruhin was appointed Vice President of Marketing, Business
Development and Planning on June 1, 1998. Mr. Bruhin has more than 18 years of
senior management and consulting experience. He is currently in the process of
establishing a Marketing and Customer Service Center at the Company's newly
established headquarters in Lester, Pennsylvania, enabling the Company to more
efficiently respond to dentists' needs. From August 1995 to May 1998, Mr.
Bruhin was President of the Swarthmore Consulting Group, where he provided
business planning, marketing, consulting and acquisition advisory services to
clients in the dental industry. Prior to this position, he was Vice President
of DEN-TAL-EZ, Inc., where he undertook a wide range of responsibilities in
management, sales and marketing, and business and product development.
-4-
<PAGE>
Mr. John W. Warner accepted the position of Research and Development
Director for the Company on May 15, 1998. Mr. Warner is an experienced research
and technology consultant and entrepreneur who was one of the leading
contributors to the development of ophthalmic applications of laser technology.
Dr. Warner will lead the Company's assessment of existing products and LATW
development efforts at research and development facilities recently established
by the Company in Evanston, Illinois. Dr. Warner has served as a consultant to
Northwestern University in the areas of technology development and
commercialization. From March 1986 to December 1990 he was the founder and CEO
of Taunton Technologies, Inc., a predecessor of VISX, Inc., engaged in the
business of developing and manufacturing excimer laser systems to perform
ophthalmic surgery.
Michael B. Knight, DDS, a graduate of Baylor College of Dentistry
('87), currently serves as Dental Director to the Company. He began work with
the BriteSmile tooth whitening system in the Spring of 1996, and was asked to
help the Company with the training of dentists across the US late in 1996. He
assumed the duties as director of training for the Company in the Spring of
1997, and in the Fall of 1997, he left his successful private practice of 10
years to join the Company in a full-time capacity. His duties primarily include
the clinical testing and evaluation of all Company products, the development of
procedural protocol, and interfacing with the dental community seeking technical
assistance with the BriteSmile tooth whitening procedure and products. Dr.
Knight has successfully treated over 400 patients with the BriteSmile system.
Salim A. Nathoo, a principal of OraCeutical LLC in Lee,
Massachusetts, serves as a product development consultant to the Company. He was
formerly employed by Colgate-Palmolive Co. as a Senior Researcher from 1990 to
1998 and was a key player in the successful worldwide launch of the Colgate
Whitening program during his tenure there. Dr. Nathoo has lectured globally on
both the clinical and scientific aspects of tooth whitening, and he is
recognized as one of the leading authorities on the subject. Dr. Nathoo is
currently one of the founders of OraCeutical LLC and heads up its clinical
research arm, Oral Health Clinical Services, LLC (Piscataway, NJ). Dr. Nathoo
holds both a Ph.D and DDS from New York University, and has published over 40
papers in major scientific journals.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June 22, 1998
regarding beneficial stock ownership of (i) all persons known to the Company to
be beneficial owners of more than 5% of the outstanding common stock; (ii) each
director or director nominee, and each person who served at any time during
fiscal year 1998 as the Company's CEO, and (iii) all officers and directors of
the Company as a group. Each of the persons in the table below has sole voting
power and sole dispositive power as to all of the shares shown as beneficially
owned by them except as otherwise indicated.
Number of Shares Percent of Outstanding
Name and Address Beneficially Owned Shares
- ---------------- ------------------ ----------------------
Executive Officers and Directors
Richard V. Trefz
Airport Business Center
200 Diplomat Drive, Bay 204
Lester, PA 19113 25,000/2/ *
Brian G. Delaney
36 Fitzwilliam Place
Dublin 2, IRELAND -0- *
-5-
<PAGE>
Anthony M. Pilaro
36 Fitzwilliam Place
Dublin 2, IRELAND 3,680,557/3/ 41.6%
R. Eric Montgomery
29 Fairview Road
P. O. Box 487
Monterey, MA 01245 175,000/4/ 2.2%
Linda S. Oubre
101 Ygnacio Valley Road,
Suite 212
Walnut Creek, CA 94596 -0- *
E. Wyatt Cannady
P. O. Box 3089
Dana Point, CA 92629 75,000/1/ *
All Officers and Directors
as a Group (7 persons) 4,005,557/6/ 43.8%
5% Beneficial Owners
LCO Investments Limited
Canada Court
Upland Road
St. Peter Port
Guernsey
Channel Islands 3,680,557/5/ 41.6%
- ------------------
* Constitutes less than 1%.
/1/ Represents shares Mr. Cannady may have the right to acquire through
the exercise of options to purchase shares of Common Stock at $9.00
per share. See, however, discussion regarding termination of Mr.
Cannady's Employment Agreement under "Employment Contracts and
Termination of Employment Arrangements."
/2/ Owned of record and beneficially.
/3/ Represents shares owned of record and beneficially by LCO Investments
Limited, including options to purchase 1,173,334 shares exercisable at
$4.50 per share. Mr. Pilaro is Chairman of CAP Advisors Limited. CAP
Advisors is the sole trustee of the ERSE Trust, of which LCO
Investments Limited is a wholly-owned subsidiary.
/4/ Represents shares which Mr. Montgomery has the right to acquire upon
the exercise of options exercisable at $3.20 per share.
/5/ Includes 1,173,334 shares subject to purchase within 60 days upon the
exercise of options. LCO Investments Limited is a wholly-owned
subsidiary of the ERSE Trust. The sole trustee of the ERSE Trust is
CAP Advisers Limited. Mr. Pilaro, a director of the Company, is
Chairman of CAP Advisors Limited.
/6/ Percentage based upon 9,143,106 shares outstanding, assuming exercise
by officers and directors of all stock options exercisable within 60
days beneficially owned by them.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
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<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than ten
percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent shareholders are
required by regulation of the Securities and Exchange Commission to furnish the
Company with copies of all Section 16(a) forms which they file. The Company is
not aware of any transactions in its outstanding securities by or on behalf of
any director, executive officer or ten percent holder, which would require the
filing of any report pursuant to Section 16(a) during the fiscal year ended
March 31, 1998, that was not filed with the Commission.
EXECUTIVE COMPENSATION
The following Summary Compensation Table shows compensation paid by the
Company for services rendered during the past three fiscal years to E. Wyatt
Cannady, who served as the Company's Chief Executive Officer during the last
fiscal year. In April 1998, at the request of the directors of the Company, Mr.
Cannady resigned as the Company's President and Chief Executive Officer. The
Company has appointed Richard V. Trefz as its new President and CEO, effective
June 1, 1998.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation/1/ Awards Compensation
-----------------------------------------------
Name and Principal
Position Year Salary Bonus Options
- --------------------------------------------------------------------------------
E. Wyatt Cannady
President and CEO
from February 24, 1997 1998 $175,000 $ -0- -0-
to April 1998 1997 $ 19,080/2/ $25,000/3/ 225,000/4/
- -----------------
/1/ Compensation deferred at the election of the executive, pursuant to
the Ion Laser Technology Profit Sharing Plan, is included in the
year earned.
/2/ Base salary for the period February 24, 1997 (commencement of
employment) through March 31, 1997.
/3/ Signing bonus pursuant to Employment Agreement effective February
24, 1997.
/4/ Vest and become exercisable at the rate of 18,750 each April 1, July
1, October 1 and January 1 during the Employment Agreement term,
commencing April 1997. Mr. Cannady's entitlement to options granted
pursuant to his Employment Agreement with the Company is in dispute
as a result of the Company's termination of Mr. Cannady's
employment. See "Employment Contracts and Termination of Employment
Agreements," below.
-7-
<PAGE>
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1998
AND MARCH 31, 1998 OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Shares Value Options at Options at
Acquired on Realized March 31, 1998/1/ March 31, 1998/2/
Name Exercise (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------ ------------ --------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
E. Wyatt Cannady 0 0 75,000 150,000 $ 0 $ 0
</TABLE>
/1/ Mr. Cannady's entitlement to options granted pursuant to his
Employment Agreement with the Company is in dispute as a result of the
Company's termination of Mr. Cannady's employment. See "Employment
Contracts and Termination of Employment Agreements," below.
/2/ Potential unrealized value is calculated as the fair market value at
March 31, 1998 ($2.44 per share) less the option exercise price times
the number of shares.
Employment Contracts and Termination of Employment Arrangements
- ---------------------------------------------------------------
E. Wyatt Cannady served as President and CEO of the Company from February
24, 1997 to April 1998, pursuant to the terms of an Employment Agreement dated
April 25, 1997. The Employment Agreement provided for Mr. Cannady to serve
until March 31, 2000, at an annual base salary of $175,000 for the first year,
$195,000 for the second year, and $195,000 for the third year. Other benefits
included a one-time signing bonus of $25,000, annual bonuses contingent upon
achievement of goals established by the Board, participation in all incentive,
savings, retirement and welfare plans of the Company, reimbursement for
commuting from his residence to the Company's Salt Lake City office, and
reasonable secondary living expenses in Salt Lake City for one year. The
Agreement also provided for the grant of options to purchase 225,000 shares of
Common Stock of the Company at $9.00 per share, vesting 18,750 shares each
quarter.
With respect to compensation payable upon termination of employment, the
Agreement provides that if Mr. Cannady is terminated for cause, the Company is
released from most future financial obligations under the Agreement. However,
if he is not terminated for cause, he would be contractually entitled to
continue to receive his salary and benefits for one year, as well as stock
options, warrants and other similar rights. It is the position of the Company
that Mr. Cannady's employment was terminated for cause.
Compensation Committee
- ----------------------
The Compensation Committee of the Board of Directors is currently
comprised of directors Delaney, Montgomery, and Oubre. The committee meets
periodically to review the compensation of the Company's officers.
The current level of compensation for the Chief Executive Officer is a
base salary, which was established in June 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On May 5, 1998, the Company issued and sold 1,860,465 shares of its
Common Stock (the "Shares") to its major shareholder, LCO Investments Limited,
pursuant to a Stock Purchase Agreement dated as of May 4, 1998 (the "May 1998
Purchase Agreement"). See Item 1, "Recent Business Developments--May 1998
Equity Financing," above. LCO Investments Limited currently owns approximately
42% of the Company, assuming exercise of outstanding options held by LCO. LCO
is a wholly-owned subsidiary of the
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<PAGE>
ERSE Trust. The sole trustee of the ERSE Trust is CAP Advisers Limited. Mr.
Pilaro, a director of the Company, is Chairman of CAP Advisors Limited.
On May 12, 1997, the Company closed a private placement of 428,572 shares
of Common Stock of the Company (the "Shares"), and options to purchase 500,000
shares of Common Stock (the "Options"), pursuant to a Securities Purchase
Agreement dated as of May 8, 1997 (the "May 1997 Purchase Agreement"). The
total consideration received by the Company for the Shares and the Options in
this offering was $3,000,000. The Options are exercisable at any time until the
close of business on May 1, 2007. Pursuant to the May 1998 financing described
above, the exercise price of the options was amended to $4.50 per share. The
Shares and Options were sold to LCO Investments Limited and Richard S. Braddock,
the Chairman of the Board of the Company (the "Purchasers"). The Shares, and
the shares of Common Stock underlying the Options, are restricted and may not be
transferred or sold, except as permitted by the May 1997 Purchase Agreement, for
a period of one year after their acquisition by the Purchasers. The Shares,
including the shares issuable upon exercise of the Options, are subject to
certain piggyback and demand registration rights, as provided by a separate
Registration Rights Agreement dated as of May 8, 1997.
The Purchasers had invested in the Company previously by purchasing
280,000 shares of Common Stock and options to purchase 966,667 shares of Common
Stock under a Securities Purchase Agreement dated as of April 1, 1996, for a
total purchase price of $4,683,334.
The Company is negotiating, and anticipates entering into, an agreement
with OraCeutical LLC of Lee, Massachusetts, pursuant to which OraCeutical will
provide technology development services to the Company related to various light-
activated tooth whitening products and procedures, and a new, advanced
BriteSmile take-home tooth whitening product. Mr. Eric Montgomery, a director
of the Company, is the Founding Manager and President of OraCeutical, an
organization dedicated to the development of next generation products for use in
the professional dental office.
The Company has entered into a Consulting Agreement with its director,
Linda Oubre, pursuant to which Ms. Oubre will be retained for an initial term of
one-year at an hourly rate to conduct market research related to the
establishment of Company-owned tooth whitening centers throughout the United
States.
--------------------
PROPOSAL 2 -- NAME CHANGE
At the Annual Meeting, the shareholders will consider and vote upon a
proposal to amend Article 1 of the Articles of Incorporation of the Company to
change the name of the Company from Ion Laser Technology, Inc., to BriteSmile,
Inc. The Board of Directors believes that the proposed name change is
desirable because it more accurately reflects the Company's primary business of
providing tooth whitening and other therapeutic medical and dental procedures
through leading edge technology. The Company owns the rights to the registered
trademark "BriteSmile," which has been used in connection with sales of the
Company's primary products. The Company's new, light-activated tooth-whitening
device, currently under development, and the chemical agents used with the
device, will be marketed under the name "BriteSmile."
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO CHANGE THE NAME OF THE COMPANY.
--------------------
PROPOSAL 3 -- ADOPTION OF COMPENSATION PLAN
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<PAGE>
The Company's Board of Directors has approved and adopted the Company's
Revised 1997 Stock Option and Incentive Plan (the "Plan"). At the Annual
Meeting, the Company's shareholders will be asked to approve the Plan, and the
Board of Directors is soliciting the enclosed proxy as to that decision. A brief
description of the material provisions of the Plan and a table summarizing the
benefits to be conferred under the Plan follows.
The Plan provides for the award of incentive stock options to key
employees, and the award of non-qualified stock options, stock appreciation
rights, cash and stock bonuses, and other incentive grants to key employees,
directors, officers, agents and consultants who have important relationships
with the Company or its subsidiaries. Presently there are approximately 22
employees who will be eligible to participate in the Plan. The Plan was
initially adopted by the Board of Directors effective as of January 31, 1997.
It was amended by the Board of Directors on May 12, 1998. The principal
provisions of the Plan are summarized below.
Administration
The Plan is administered by the Board of Directors of the Company, or a
Committee appointed by the Board consisting solely of two or more non-employee
directors (the "Plan Committee"). The Plan Committee will determine and
designate the individuals and classes of individuals to whom awards under the
Plan should be made and the amount, terms and conditions of the awards. The
Plan Committee may adopt and amend rules relating to the administration of the
Plan. Upon election of the director nominees identified in Proposal 1 herein,
the Plan Committee will be comprised of all directors of the Company. The Plan
is intended to comply with, and will be administered in accordance with, Rule
16b-3 adopted under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations thereto.
Eligibility
Awards under the Plan may be made to directors, officers, or key
employees of the Company and its subsidiaries, and to nonemployee agents,
consultants, advisors, and other persons whom the Plan Committee believes have
made or will make an important contribution to the Company or any subsidiary
thereof, subject to Section 422 of the Code, which limits the grant of
"Incentive Stock Options" to executive officers and other senior managerial and
professional employees.
Shares Available
Subject to adjustment as provided in the Plan, a maximum of 2,000,000
shares of the Company's common stock is reserved for issuance thereunder. If an
option or stock appreciation right granted under the Plan expires or is
terminated or canceled, the unissued shares subject to such option or stock
appreciation right are again available under the Plan. In addition, if shares
sold or awarded as a bonus under the Plan are forfeited to the Company or
repurchased by the Company, the number of shares forfeited or repurchased are
again available under the Plan. In the absence of an effective registration
statement under the Securities Act of 1933, as amended (the "Act"), all shares
granted under the Plan will be restricted as to subsequent resales or transfer,
pursuant to Rule 144 under the Act.
Term
Unless earlier terminated by the Plan Committee, the Plan will continue
in effect until the earlier of: (i) January 31, 1997, and (ii) the date on
which all shares available for issuance under the Plan have been issued and all
restrictions on such shares have lapsed. The Plan Committee may suspend or
terminate the Plan at any time except with respect to options, and shares
subject to restrictions then outstanding under the Plan.
Stock Option Grants
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<PAGE>
The Plan Committee may grant Incentive Stock Options ("ISOs") and Non-
Statutory Stock Options ("NSOs") under the Plan. With respect to each option
grant, the Plan Committee will determine the number of shares subject to the
option, the option price, the period of the option, the time or times at which
the option may be exercised (including whether the option will be subject to any
vesting requirements and whether there will be any conditions precedent to
exercise of the option), and the other terms and conditions of the option. The
Plan specifies, however, that 6 months must elapse from the date of grant of the
options to the date of disposition by the option holder of the shares of common
stock underlying the option. Options granted under the plan expire six months
after the termination of the option holder's employment for reasons other than
permanent disability, retirement, death, or termination for cause. To date,
1,228,500 options to purchase Common Stock have been granted pursuant to the
Plan.
ISOs are subject to special terms and conditions. The aggregate fair
market value, on the date of the grant, of the common stock for which an ISO is
exercisable for the first time by the optionee during any calendar year may not
exceed $100,000. An ISO may not be granted to an employee who possesses more
than 10% of the total voting power of the Company's stock unless the option
price is at least 110% of the fair market value of the common stock subject to
the option on the date it is granted, and the option is not exercisable for 5
years after the date of grant. No ISO may be exercisable after 10 years from
the date of grant. The option price may not be less than 100% of the fair
market value of the common stock covered by the option at the date of grant.
In connection with the grant of NSOs or ISOs, the Plan Committee may
issue "Reload Options", which allow employees to receive options to purchase
that number of shares that shall equal (i) the number of shares of common stock
used to exercise underlying NSOs or ISOs, and (ii) the number of shares of
common stock used to satisfy any tax withholding requirement incident to the
exercise of the underlying NSOs or ISOs.
In general, no vested option may be exercised unless at the time of such
exercise the holder of such option is employed by or in the service of the
Company or any subsidiary thereof, within 3 years following termination of
employment by reason of death, retirement, or disability, and within 6 months
following termination for any other reason, except for cause, in which case all
unexercised options shall terminate forthwith. No shares may be issued pursuant
to the exercise of an option until full payment therefor has been made. Upon the
exercise of an option, the number of shares reserved for issuance under the Plan
will be reduced by the number of shares issued upon exercise of the option.
Stock Appreciation Rights
Two types of Stock Appreciation Rights ("SARs") may be granted under the
Plan: "Alternate SARs" and "Limited Rights." Alternate SARs are granted
concurrently with or subsequent to stock options, and permit the option holder
to be paid, in common stock, the excess of the fair market value of each share
of common stock underlying the stock option at the date of exercise of the
Alternate SARs over the fair market value of each share of common stock
underlying the option at the grant date. The exercise of Alternate SARs shall
be in lieu of the exercise of the stock option underlying the SARs, and upon
such exercise a corresponding number of stock options shall be canceled.
Alternate SARs are exercisable upon the same terms and conditions as are
applicable to the options underlying them. Upon the exercise of an Alternate
SAR, the number of shares reserved for issuance under the Plan will be reduced
by the number of shares issued.
Limited Rights may be issued concurrently with or subsequent to the award
of any stock option or Alternate SAR under the Plan. Limited Rights allow the
holder thereof to be paid appreciation on the stock option or the amount of
appreciation receivable upon exercise of an Alternate SAR in cash and in lieu of
exercising such options or rights. Limited Rights are exercisable only to the
same extent and subject to the same conditions and within the same time periods
as the stock options or Alternate SARs underlying such Limited Rights; provided,
however, that Limited Rights may not be exercised under any circumstances until
the expiration of 6 months following the date of grant. Limited Rights are
exercisable in full for a period of
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<PAGE>
seven months following a change in control of the Company. Upon the exercise of
Limited Rights, the stock options or Alternate SARs underlying such Limited
Rights shall terminate. Cash payments upon the exercise of Limited Rights will
not reduce the number of shares of common stock reserved for issuance under the
Plan. No SARs have been granted under the Plan.
Stock Bonus Awards
The Plan Committee may award shares of common stock as a stock bonus
under the Plan. The Plan Committee may determine the recipients of the awards,
the number of shares to be awarded, and the time of the award. Stock received
as a stock bonus is subject to the terms, conditions, and restrictions
determined by the Plan Committee at the time the stock is awarded. No stock
bonus awards have been granted under the Plan.
Cash Bonus Rights
The Plan Committee may grant cash bonus rights under the Plan either
outright or in connection with (i) options granted or previously granted, (ii)
SARs granted or previously granted, (iii) stock bonuses awarded or previously
awarded, and (iv) shares issued under the Plan. Bonus rights granted in
connection with options entitle the optionee to a cash bonus if and when the
related option is exercised. The amount of the bonus is determined by
multiplying the excess of the total fair market value of the shares acquired
upon the exercise over the total option price for the shares by the applicable
bonus percentage. Bonus rights granted in connection with an SAR entitle the
holder to a cash bonus when the SAR is exercised, that is determined by
multiplying the amount received upon exercise of the SAR by the applicable bonus
percentage. Bonus rights granted in connection with stock bonuses entitle the
recipient to a cash bonus, in an amount determined by the Plan Committee, either
at the time the stock bonus is awarded or upon the lapse of any restrictions to
which the stock is subject. No bonus rights have been granted under the Plan.
Non-Assignability of Plan Awards
No award under the Plan shall be assignable or transferable by the
recipient thereof, except by will or the laws of descent or pursuant to a
qualified domestic relations order as defined in the Code.
Changes in Capital Structure
The Plan provides that if the outstanding common stock of the Company is
increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation by
reason of any recapitalization, stock split or certain other transactions,
appropriate adjustment will be made by the Plan Committee in the number and kind
of shares available for grants under the Plan. In addition, the Plan Committee
will make appropriate adjustments in the number and kind of shares as to which
outstanding options will be exercisable. In the event of a merger,
consolidation or other fundamental corporate transformation, the Board may, in
its sole discretion, permit outstanding options to remain in effect in
accordance with their terms; to be converted into options to purchase stock in
the surviving or acquiring corporation in the transaction; or to be exercised,
to the extent then exercisable, during a period prior to the consummation of the
transaction established by the Plan Committee or as may otherwise be provided in
the Plan.
Tax Consequences
The following description addresses the federal income tax consequences
of the Plan. Although the Company believes the following statements are correct
based on existing provisions of the Code and legislative history and
administrative and judicial interpretations thereof, no assurance can be given
that changes will not occur which would modify such statements. Also, such
statements are intended only to
-12-
<PAGE>
provide basic information. Each Plan participant should consult his or her own
tax advisor concerning the tax consequences of participation in the Plan because
individual financial and federal tax situations may vary, and state and local
tax considerations may be significant.
Certain options authorized to be granted under the Plan are intended to
qualify as ISOs for federal income tax purposes. Under federal income tax law
currently in effect, the optionee will recognize no income upon grant or
exercise of the ISO. If an employee exercises an ISO and does not dispose of
any of the option shares within two years following the date of grant and within
one year following the date of exercise, then any gain realized upon subsequent
disposition of the shares will be treated as income from the sale or exchange of
a capital asset held for more than one year. If an employee disposes of shares
acquired upon exercise of an ISO before the expiration of either the one-year
holding period or the two-year waiting period, any amount realized will be
taxable as ordinary compensation income in the year of such disqualifying
disposition to the extent that the lesser of the fair market value of the shares
on the exercise date or the fair market value on the date of disposition exceeds
the exercise price. The Company will not be allowed any deduction for federal
income tax purposes at either the time of the grant or the exercise of an ISO.
Upon any disqualifying disposition by an employee, the Company will generally be
entitled to a deduction to the extent the employee realized ordinary income.
Certain options authorized to be granted under the Plan will be treated
as NSOs for federal income tax purposes. Under federal income tax law presently
in effect, no income is realized by the grantee of an NSO until the option is
exercised. When the NSO is exercised, the optionee will realize ordinary
compensation income, and the Company will generally be entitled to a deduction,
in the amount by which the market value of the shares subject to the option at
the time of exercise exceeds the exercise price. Upon the sale of shares
acquired upon exercise of an NSO, the excess of the amount realized from the
sale over the market value of the shares on the date of exercise will be
taxable.
An employee who receives stock in connection with the performance of
services will generally realize income at the time of receipt unless the shares
are not substantially vested for purposes of Section 83 of the Code and no
election under Section 83(b) of the Code is filed within 30 days after the
original transfer. The Company generally will be entitled to a tax deduction in
the amount includable as income by the employee at the same time or times as the
employee recognizes income with respect to the shares. The Company is required
to withhold employment taxes on the amount of the income the employee
recognizes. A participant who receives a cash bonus right under the Plan
generally will recognize income equal to the amount of any cash bonus paid at
the time of receipt of the bonus, and the Company generally will be entitled to
a deduction equal to the income recognized by the participant.
Section 162(m) of the Code limits to $1 million per person the amount the
Company may deduct for compensation paid to any of its most highly compensated
officers in any year after 1993. Under proposed regulations, compensation
received through the exercise of an option or SAR will not be subject to the $1
million limit if the option or SAR and the plan pursuant to which it is granted
meet certain requirements. The currently applicable requirements are that the
option or SAR be granted by a committee of at least two disinterested directors
and that the exercise price of the option or the SAR be not less than fair
market value of the Common Stock on the date of grant. Accordingly, the Company
believes compensation received on exercise of options and SARs granted under the
Plan in compliance with the above requirements will not be subject to the $1
million deduction limit.
Amendments to Plan
The Plan Committee may at any time and from time to time terminate or
modify or amend the Plan in any respect, including in response to changes in
securities, tax or other laws or rules, regulations or regulatory
interpretations thereof applicable to the Plan or to comply with stock exchange
rules or requirements.
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<PAGE>
Subject to the Plan, the following options have been awarded:
NEW PLAN BENEFITS
Revised 1997 Stock Option
and Incentive Plan
---------------------------
<TABLE>
<CAPTION>
NO. OF OPTIONS TO
NAME AND POSITION DOLLAR VALUE ($)/4/ PURCHASE COMMON STOCK/5/
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Richard V. Trefz 0 225,000/1/
President and Chief Executive Officer, and
Director nominee
Current Executive Officers 0 575,000/2/
as a Group
Current Directors Who Are Not 0 175,000
Executive Officers, as a Group
All Current or Former Employees 0 478,500/3/
Who are Not Executive Officers, as a Group
</TABLE>
(1) Vest and become exercisable 45,000 each year over the next five years.
(2) Includes the 225,000 granted to Mr. Trefz. Of the total 575,000, 250,000
are currently vested, 50,000 vest after two years, subject to achievement
of certain Company financial goals, 50,000 vest after five years, subject
to achievement of financial goals, and Trefz' 225,000 vest over five
years.
(3) Includes 259,000 options granted to former employees, at exercises prices
in excess of $2.88 per share, which options expire by their terms, if
unexercised, within three months after termination of employment. Under
the Plan, any shares of Common Stock subject to an option, which for any
reason is canceled, terminated, unexercised or expires, shall again be
available for issuance under the Plan.
(4) As of July 2, 1998, the market value of the shares of Common Stock
underlying the options was $0.88, as quoted on the American Stock
Exchange.
(5) Exercise prices of options granted pursuant to the Plan range from $1.75
per share to $9.00 per share.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE PLAN
-------------------
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<PAGE>
PROPOSAL 4 -- APPROVAL OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Ernst & Young LLP as the
independent auditors for the Company for the fiscal year ending March 31, 1999.
Ernst & Young LLP served as the Company's independent auditors for the fiscal
year ended March 31, 1998.
At the Annual Meeting, shareholders will be asked to ratify the selection
by the Board of Directors of Ernst & Young LLP as the Company's independent
auditors.
Representatives of Ernst & Young LLP may attend the 1998 Annual Meeting. If
they attend, they will have an opportunity to make a statement if they desire to
do so, and they will be available to answer appropriate questions from
shareholders.
THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of the
Company does not intend to present, and has not been informed that any other
person intends to present, a matter for action at the 1998 Annual Meeting other
than as set forth herein and in the Notice of Annual Meeting. If any other
matter properly comes before the meeting, it is intended that the holders of
proxies will act in accordance with their best judgment.
The accompanying proxy is being solicited on behalf of the Board of
Directors of the Company. In addition to the solicitation of proxies by mail,
certain of the officers and employees of the Company, without extra
compensation, may solicit proxies personally or by telephone, and, if deemed
necessary, third party solicitation agents may be engaged by the Company to
solicit proxies by means of telephone, facsimile or telegram, although no such
third party has been engaged by the Company as of the date hereof. The Company
will also request brokerage houses, nominees, custodians and fiduciaries to
forward soliciting materials to the beneficial owners of common stock held of
record and will reimburse such persons for forwarding such material. The cost
of this solicitation of proxies will be borne by the Company.
ANNUAL REPORT
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING FINANCIAL
STATEMENTS AND FINANCIAL STATEMENT SCHEDULES) FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO THE COMPANY -
ATTENTION: SUSAN ADER, ASSISTANT SECRETARY, 200 Diplomat Drive, Airport
Business Center, Lester, Pennsylvania 19113. A request for a copy of the
Company's Annual Report on Form 10-KSB must set forth a good-faith
representation that the requesting party was either a holder of record or a
beneficial owner of Common Stock of the Company on June 22, 1998. Exhibits to
the Form 10-KSB, if any, will be mailed upon similar request and payment of
specified fees to cover the costs of copying and mailing such materials.
A copy of the Company's 1998 Annual Report to Shareholders is being mailed
with this Proxy Statement, but is not deemed a part of the proxy soliciting
material.
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<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be considered for inclusion in the
proxy statement for presentation in connection with the 1999 Annual Meeting of
Shareholders must be received by the Company by March 15, 1999. The proposal
must be in accordance with the provisions of Rule 14a-8 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of 1934.
The Company suggests that any such request be submitted by certified mail,
return receipt requested. The Board of Directors will review any proposal which
is timely received, and determine whether it is a proper proposal to present to
the 1999 Annual Meeting.
The enclosed Proxy is furnished for you to specify your choices with
respect to the matters referred to in the accompanying notice and described in
this Proxy Statement. If you wish to vote in accordance with the Board's
recommendations, merely sign, date and return the Proxy in the enclosed envelope
which requires no postage if mailed in the United States. A prompt return of
your Proxy will be appreciated.
By Order of the Board of Directors
Brian G. Delaney, Acting Secretary
Lester, Pennsylvania
July 17, 1998
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<PAGE>
APPENDICES
1. FORM OF PROXY
2. REVISED 1997 STOCK OPTION AND INCENTIVE PLAN
-17-
<PAGE>
PROXY
ION LASER TECHNOLOGY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard V. Trefz and Brian G. Delaney and each
of them as Proxies, with full power of substitution, and hereby authorizes them
to represent and vote, as designated below, all shares of Common Stock of the
Company held of record by the undersigned on July 22, 1998 at the Annual Meeting
of Shareholders to be held at the Warwick Hotel, 1701 Locust Street,
Philadelphia, Pennsylvania 19103-6179, on Tuesday, August 11, 1998, at 3:00
p.m., local time, or at any adjournment thereof.
1. Election of Directors.
FOR WITHHOLD AS TO ALL FOR ALL EXCEPT
/ / / / / /
(INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE, INDICATE
THE NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY BY STRIKING A
LINE THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:)
Richard V. Trefz Anthony M. Pilaro Brian G. Delaney
R. Eric Montgomery Linda S. Oubre
2. To approve and ratify the change of the name of the Company to "BriteSmile,
Inc."
FOR AGAINST ABSTAIN
/ / / / / /
3. To approve and ratify the Company's adoption of the Revised 1997 Stock
Option and Incentive Plan.
FOR AGAINST ABSTAIN
/ / / / / /
4. To approve and ratify the selection of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ended March 31, 1999.
FOR AGAINST ABSTAIN
/ / / / / /
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
<PAGE>
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 PROPOSALS 1, 2, 3, and 4.
DATE: __________________________________________
__________________________________________
Signature
__________________________________________
Signature of joint holder, if any
PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED
PERSON.
PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
