SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(x) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
nVIEW CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
nVIEW CORPORATION
860 Omni Boulevard
Newport News, Virginia 23606
April 25, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of nVIEW Corporation which will be held at the Omni Newport News
Hotel, 1000 Omni Way, Newport News, Virginia 23606, on Thursday, May 22, 1997,
at 11:00 a.m., local time.
Enclosed are a Notice of the Annual Meeting, a Proxy Card, and a Proxy
Statement containing information about the matters to be acted upon at the
meeting. Directors and officers of the Company, as well as a representative of
KPMG Peat Marwick LLP, will be present at the Annual Meeting to respond to any
questions our shareholders may have.
It is important that your shares be represented at the meeting.
Accordingly, we urge you to sign and date the enclosed Proxy Card and promptly
return it to us in the enclosed, self-addressed, postage paid envelope, even if
you are planning to attend the meeting. If you attend the meeting, you may vote
in person even if you have previously returned your Proxy Card.
We look forward to the 1997 Annual Meeting of Shareholders and we
hope you will attend the meeting or be represented by Proxy.
Sincerely,
Angelo Guastaferro,
Chairman, President and
Chief Executive Officer
<PAGE>
nVIEW CORPORATION
860 Omni Boulevard
Newport News, Virginia 23606
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
May 22, 1997
To the Shareholders:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of nVIEW
Corporation (the "Company") will be held on Thursday, May 22, 1997, at the Omni
Newport News Hotel, 1000 Omni Way, Newport News, Virginia 23606, at 11:00 a.m.,
local time. The following matters will be brought before the shareholders for
consideration at the Annual Meeting:
1. The election of six (6) directors to hold office during the
ensuing year, and until their successors are elected and have
been properly qualified.
2. The ratification of the appointment of KPMG Peat Marwick
LLP as independent auditors for the ensuing year.
3. The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has established the close of business on April
1, 1997 as the record date for the determination of Shareholders entitled to
notice of and to vote at the Annual Meeting or any adjournments thereof.
By Order of the Board of Directors
of nVIEW Corporation
LU ANN KLEVECZ
Secretary
April 25, 1997
Newport News, Virginia
PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY VOTE EITHER IN PERSON
OR THROUGH YOUR PROXY.
<PAGE>
PROXY STATEMENT
The enclosed Proxy is solicited on behalf of the Board of Directors of
nVIEW Corporation (the "Company") for use at the Annual Meeting of Shareholders
to be held on Thursday, May 22, 1997, at the Omni Newport News Hotel, 1000 Omni
Way, Newport News, Virginia 23606, at 11:00 a.m., local time, or at any
adjournment thereof (the "Annual Meeting") for the purposes set forth in the
accompanying Notice of Meeting.
Only shareholders of record at the close of business on April 1, 1997
(the "Record Date") are entitled to notice of and to vote at the Annual Meeting.
It is the intention of the persons named in the Proxy to vote as instructed by
shareholders, or if no instructions are given, to vote (1) for the election of
the six (6) nominees to serve as directors listed in the Proxy Statement, and
(2) for the ratification of the appointment of KPMG Peat Marwick as independent
auditors for 1997. This Proxy Statement and the enclosed Proxy are being mailed
on or about April 25, 1997.
Revocability of Proxy
Execution of the enclosed Proxy will not affect a shareholder's right
to attend the Annual Meeting and vote in person. A shareholder, in exercising
his right to vote in person at the Annual Meeting, effectively revokes all
previously executed Proxies. In addition, the Proxy may be revoked at any time
prior to the Annual Meeting by written notice to the Secretary of the Company.
If a shareholder's Proxy is properly signed, received by the Company and not
revoked, the shares to which it pertains will be voted at the Annual Meeting in
accordance with the shareholder's instructions. If a shareholder does not return
a signed Proxy, his or her shares cannot be voted by proxy.
Persons Making the Solicitation
The cost of soliciting Proxies will be borne by the Company. In
addition to solicitation by mail, the Company will request banks, brokers and
other custodians, nominees and fiduciaries to send proxy materials to the
beneficial owners and to secure their voting instructions, if necessary. The
Company, upon request, will reimburse them for their expenses in so doing.
Officers and regular employees of the Company may solicit Proxies personally, by
telephone or telegram, for which no additional compensation will be paid. The
Company has engaged the firm of Georgeson & Company, Inc. to assist the Company
in the solicitation of proxies. The Company has agreed to pay Georgeson &
Company, Inc. a fee of $5,500 plus expenses for its services.
Voting Shares and Vote Required
On the Record Date, the Company had 5,005,166 shares of Common Stock
outstanding. Each share of Common Stock is entitled to one vote on each matter
presented at the Annual Meeting.
The presence at the Annual Meeting, in person or by Proxy, of the
holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting shall constitute a quorum. In the event
there are not sufficient votes for a quorum at the time of the Annual Meeting,
the meeting may be adjourned to permit further solicitation of proxies. If a
quorum is present, in the election of directors, nominees are elected by a
plurality of the votes cast at the Annual Meeting. The ratification of the
appointment of independent auditors requires the affirmative vote of a majority
of the votes cast on such matter.
Regarding the election of directors, votes may be cast in favor or may
be withheld as to all or any of the nominees. Votes that are withheld will be
counted for purposes of determining the presence or absence of a quorum, but
will have no other effect. With respect to the ratification of the appointment
of auditors, votes may be cast for or against or abstentions may be specified.
Abstentions will be counted as present for purposes of the presence or absence
of a quorum, but will not be counted in determining votes cast. Broker non-votes
will have no effect on the election of directors, or the ratification of the
appointment of auditors.
Unless specified otherwise, the Proxy will be voted (i) FOR the
election of the six (6) nominees to serve as directors of the Company until the
next Annual Meeting or until their successors are duly elected and qualified,
and (ii) FOR the ratification of the appointment of auditors. In the discretion
of the Proxy holders, the Proxies will also be voted for or against such other
matters as may properly come before the Annual Meeting. Management is not aware
of any other matters to be presented for action at the Annual Meeting.
Security Ownership of Management and Certain Beneficial Owners
The following table sets forth, as of April 1, 1997, beneficial
ownership of shares of Common Stock of the Company by (i) each of the Company's
directors and named executive officers who own Common Stock; and (ii) all
directors and executive officers as a group. Except as set forth below, the
Company is not aware of any person (or group of affiliated persons) who owns
beneficially more than 5% of the Common Stock. All directors and executive
officers of the Company receive mail at the Company's corporate executive
offices at 860 Omni Boulevard, Newport News, Virginia 23606.
Total Number Percent
Name of Individual or Shares Beneficially of Common
Number of Persons in Group Owned Stock Owned
- -------------------------- ----- -----------
Stephen C. Adams (1) 18,994 *
Edgar M. Cortright (2) 49,356 *
Angelo Guastaferro (3) 26,522 *
Grant T. Hollett, Jr. (4) 5,000 *
Joseph G. Morone (4) 5,000 *
James H. Vogeley (5) 787,000 15.72%
Jerry W. Stubblefield (6) 30,200 *
Directors and named executive officers as a 922,072 18.23%
group (7 persons)
- ------------------
*Less than 1% beneficial ownership.
(1) Includes currently exercisable options to purchase 5,000 shares granted
under the Company's 1996 Non-Employee Director Stock Option Plan
("Director Plan"). Also includes 2,118 shares owned by Mr. Adams' wife,
Nancy B. Adams, for which Mr. Adams disclaims beneficial ownership.
(2) Includes 27,356 shares owned by a revocable trust for the benefit of
Mr. Cortright and currently exercisable options to purchase 5,000
shares granted under the Director Plan. Also includes 17,000 shares
owned by a revocable trust for the benefit of Mr. Cortright's wife, for
which Mr. Cortright disclaims beneficial ownership.
(3) Includes 9,000 shares that may be purchased pursuant to currently
exercisable stock options granted by the Company.
(4) Includes currently exercisable options to purchase 5,000 shares granted
under the Director Plan.
(5) Does not include 94,850 shares owned by the estate of Arthur W.
Vogeley, Mr. Vogeley's deceased father and 168,448 shares owned by
Mr. Vogeley's mother, Julia B. Vogeley. All of these shareholders
disclaim beneficial ownership of shares owned by each other.
(6) Includes 30,000 shares that may be purchased pursuant to currently
exercisable incentive stock options granted by the Company.
PROPOSAL 1. ELECTION OF DIRECTORS
Nominees for Election
Six (6) persons have been nominated by the Board of Directors to serve
as Directors until the 1998 Annual Meeting of Shareholders, or until their
successors have been elected and duly qualified.
Unless otherwise directed by a shareholder on his Proxy, the persons
named in the Proxy will vote for the election of the nominees listed below. It
is not anticipated that any of the nominees will be unable to serve on the Board
of Directors, but if for any reason any nominee should not be able to serve, the
persons named in the Proxy will vote for a new nominee to be selected by the
Board of Directors. The Board of Directors has no separate nominating committee.
The following table sets forth the name, age and the date first elected
to the Board of Directors of each nominee:
Name Age Director Since
Stephen C. Adams(A)(B) 46 1987
Edgar M. Cortright(A)(B) 73 1987
Angelo Guastaferro 64 1994
Grant T. Hollett, Jr. 54 1996
Joseph G. Morone(B) 44 1996
James H. Vogeley 39 1987
- ------------------
(A) Member of Audit Committee, which oversees the Company's internal audit
and control policies and represents the Board in dealing with the
Company's independent auditors. The Audit Committee held two meetings
in 1996.
(B) Member of Compensation Committee, which recommends to the Board of
Directors the salaries for the Company's officers, the compensation to
be paid the Company's directors and determines the persons to whom
stock options are granted, the number of shares subject to options, and
the appropriate vesting schedule. The Compensation Committee held two
meetings in 1996.
The Company's Bylaws establish a range for the number of directors from
three to seven and authorize the Board to set the exact number of directors
within the range. There are currently six directors, each having a one-year term
that expires at the Annual Meeting.
Background and Experience of Directors
Mr. Adams has been Vice President of the POMOCO Group, Inc., a holding
company for automobile, real estate, insurance and development concerns, since
1986. Prior to that, he was a partner in the public accounting firm of Hart,
Adams and Toney. He is a member of the Peninsula Advisory Board of NationsBank
of Virginia, N.A. Mr. Adams is a Certified Public Accountant and received
bachelor's and master's degrees in Accounting from the University of Virginia.
Mr. Cortright retired in 1983 as President of Lockheed California
Company. He is a past Director of the Langley Research Center of the National
Aeronautics and Space Administration ("NASA"). From 1990 to 1997, Mr. Cortright
served as a consulting engineer to Cypress Creek Inc., a land development
concern. Mr. Cortright received his bachelor's and master's degrees in
Aeronautics from Rensselaer Polytechnic Institute ("RPI") and has received
honorary Ph.D. degrees from RPI and George Washington University.
Mr. Guastaferro joined the staff of the Company in January 1996. From
1985 until 1996, he was Vice President - NASA and Federal Systems of Lockheed
Missiles & Space Company, Inc. ("Lockheed"). Before joining Lockheed, Mr.
Guastaferro had a career with NASA and the United States Air Force. From 1981
through 1985, he was the NASA Ames Research Center Deputy Director and from 1963
through 1981, he was involved in a number of space projects at Langley Research
Center. Mr. Guastaferro received his bachelor's degree from New Jersey Institute
of Technology, an MBA from Florida State University, and an AMP from Harvard
University.
Mr. Hollett is Vice President and General Manager of Vickers
Electronic Systems, an electronics manufacturing firm, a position he has
held since 1996. From 1990 until 1996, Mr. Hollett was President of Cherry
Electrical Products, a major supplier of electronic components to the
automotive industry. Mr. Hollett has extensive experience in administration
and quality control management with Energy and Pollution Controls, Inc. and
Procter and Gamble Company. A graduate of the United States Navy's nuclear
power program, he currently holds the rank of Rear Admiral in the U.S. Naval
Reserve. Mr. Hollett is a graduate of Duke University with a bachelor's
degree in Mechanical Engineering.
Dr. Morone has been Dean of the Lally School of Management and
Technology at RPI since July 1993, having previously served RPI as the Andersen
Consulting Professor of Management and Director of the School's Center for
Science and Technology Policy. Prior to joining RPI, Dr. Morone was a senior
associate for the Keyworth Company, a consulting firm specializing in technology
management and science policy. Dr. Morone also serves on the Board of Directors
of Albany International, the securities of which are traded on the New York
Stock Exchange and the Board of Directors of Albany Medical Center. Dr. Morone
received his bachelor's degree from Hamilton College and his doctorate degree
from Yale University.
Mr. Vogeley, the Company's Chief Technology Officer, is a founder of
the Company and has been employed by it since its formation in 1987. From 1985
until the formation of the Company, Mr. Vogeley was Vice President of
Bio-Systems Industries, Inc., a company that developed oculomotor products. From
1980 to 1985, he was employed by Hewlett-Packard Company in engineering,
manufacturing and marketing capacities with the Disc Memory Division, Medical
Products Division, and the Medical Products Group Headquarters. Mr. Vogeley has
a bachelor's degree in Electrical Engineering with Distinction from Duke
University.
Board and Committee Meetings
Regular meetings of the Board of Directors are held quarterly, and
additional meetings are held between regularly scheduled meetings as necessary.
The Board of Directors held six meetings in 1996 and acted by unanimous consent
three times. All Directors attended 75% or more of all Board of Directors
meetings and meetings of their respective committees.
Executive Officers
The following table sets forth the names, ages and positions held by
each of the Company's executive officers.
Name Age Position
Angelo Guastaferro 64 Chairman, President and Chief
Executive Officer
James H. Vogeley 39 Chief Technology Officer
Jerry W. Stubblefield 48 Chief Financial Officer and Vice
President - Finance
John F. Malone 49 Vice President - Sales and Marketing
Background and Experience of Executive Officers
For a review of Mr. Guastaferro's and Mr. Vogeley's background, please
see " - Background and Experience of Directors" above.
Mr. Stubblefield joined the Company in January 1992 and became Chief
Financial Officer in February 1992. He served as Chief Financial Officer of
Trico USA, Inc. and Source Telecomputing, Inc., companies wholly or partially
owned by a New York based capital investment firm, from July 1988 until
September 1991. From August 1986 through June 1988 Mr. Stubblefield was
Corporate Controller for QuesTech, Inc. Previously he has served as Controller
of Dynamic Engineering, Inc., a QuesTech subsidiary, and Senior Staff Accountant
for Rauch, Witt and Company, CPA's. He graduated in 1980 from Christopher
Newport College, with degrees in Business Management and Accounting.
Mr. Malone joined the Company in November 1996, and has more than 25
years experience in sales and management in the telecommunications and computer
industry. Prior to joining the Company, he was Senior Director/Marketing at
Hughes Network Systems for a new business division called DirecPC Service,
serving in that capacity from 1994 until 1996. Mr. Malone was an officer of
Netrix Corporation from 1991 until 1994, and has also served as an officer of
Amnet, Inc., as well as a Director of Sales with Network Equipment Technologies.
Early in his career he held sales and management positions with Digital
Equipment Corporation and AT&T. Mr. Malone holds a Bachelor of Arts degree from
Providence College, and is a graduate of the Executive Management Program at
Stanford University Business School.
Executive Compensation
The following table presents an overview of executive compensation
awarded, earned, or paid during 1996, 1995 and 1994 to the Company's current and
former President and Chief Executive Officer, and the Company's other current
and former executive officers that earned in excess of $100,000 in 1996.
TABLE 1. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-------------------
Name and Principal Position Year Salary ($) Bonus ($) Options(#) Compensation ($)(1)
- --------------------------- ---- ------- --------- ---------- -------------------
<S> <C>
Angelo Guastaferro(2) 1996 176,823(3) -- 25,000 --
President and Chief 1995 -- -- 25,000 --
Executive Officer 1994 -- -- -- --
Jerry W. Stubblefield 1996 101,000 -- 6,000 6,060
Chief Financial Officer and 1995 100,846 -- 20,000 5,594
Vice President - Finance 1994 96,923 9,906 -- 5,573
Robert D. Hoke(4) 1996 100,327 -- -- --
Former President and Chief Executive 1995 109,074 -- 50,000 --
Officer
N. Wayne Bailey(5) 1996 128,360 -- 12,000(6) 4,036
Vice President - 1995 124,691 -- 10,000 4,020
Sales and Marketing 1994 149,987 9,244 -- 4,015
- ------------------
</TABLE>
(1) Includes the Company's matching contribution to its 401(k) retirement
savings plan.
(2) Mr. Guastaferro did not become an employee of the Company until 1996,
but has served as a director since 1994.
(3) Includes $28,000 of consulting fees.
(4) Mr. Hoke joined the Company in 1995 and resigned in July 1996.
(5) Mr. Bailey left the Company in October 1996.
(6) These options expired unexercised when Mr. Bailey left the Company.
The table below sets forth information regarding stock option grants in
1996, all of which were granted pursuant to the Company's incentive stock option
plan.
<TABLE>
<CAPTION>
TABLE 2. OPTION GRANTS IN LAST FISCAL YEAR
Potential Realized Value
at Assumed Annual
% of Total Exercise Rates of Stock Price
Options Options Granted or Base Appreciation for Option Term($)
Granted to Employees in Price Expiration -------------------------------
Name (#) Fiscal Year ($/sh.) Date (5%) (10%)
- ---- ------ --------------- ------- ------- ------ -------
<S> <C>
Angelo Guastaferro 25,000 10.0% 5.68 5/10/04 67,799 162,390
Jerry Stubblefield 6,000 2.4% 5.68 5/10/02 11,590 26,295
N. Wayne Bailey 12,000 4.8% 5.68 5/10/02 23,181 52,590
</TABLE>
The table below sets forth information regarding stock options
exercised in 1996 by the executive officers whose compensation is disclosed in
the Summary Compensation Table above. The table below also sets forth
exercisable and unexercisable stock options held by those executive officers as
of December 31, 1996, all of which were granted pursuant to the Company's
incentive stock option plan.
<TABLE>
<CAPTION>
TABLE 3. OPTION EXERCISES AND FISCAL YEAR END OPTIONS
Number of Securities Underlying Value of Unexercised In-The-Money
Unexercised Options Options at
at Fiscal Year End(#) Fiscal Year End ($)(1)
----------------------------------- ---------------------------------
Shares Acquired Value
Name on Exercise (#) Realized($)(2) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- -------------- ------------ ------------- ----------- -------------
<S> <C>
Angelo Guastaferro -- -- 9,000 41,000 -- --
Jerry Stubblefield -- -- 25,000 21,000 -- --
Robert Hoke 50,000 4,250 -- -- -- --
N. Wayne Bailey 13,750 10,938 -- -- -- --
- ------------------
</TABLE>
(1) On December 31, 1996, the closing sale price of the Company's Common
Stock on NASDAQ/NMS was $3.38 per share. All of the options set forth
in the table above are exercisable at a price in excess of $3.38 per
share, and accordingly, none of such options are "in-the-money" as
determined under SEC rules.
(2) Represents the difference between the market value of the Company's
Common Stock on the date of exercise and the exercise price of the
options.
Retirement Savings Plan
The Company has a defined contribution plan under Section 401(k) of the
Internal Revenue Code in which employees of the Company are eligible to
participate. The plan permits employees to elect to invest not more than 15% of
their qualified compensation (subject to a maximum imposed on highly-compensated
employees each year by the Internal Revenue Code) on a tax-deferred basis in a
fixed income fund, a balanced fund, an intermediate bond fund, a small company
fund or an equity fund. Participants in the plan have matching Company
contributions made to the plan on their behalf equal to 100% of their
contributions not to exceed 6% of their base salary. The preceding Summary
Compensation Table shows the value of Company contributions made to the plan
with respect to the named executive officers in the column marked "All Other
Compensation."
In years when operational results warrant, the Company may make a
discretionary profit sharing contribution, in addition to the 401(k) match.
Participants must have worked a minimum of 1,000 hours and be employed on the
last day of the year to receive profit sharing contributions. Contributions are
also made to the accounts of participants who have retired, deceased, or become
disabled during the plan year. Both the 401(k) match and the profit sharing
contributions vest according to the following schedule:
Years of Service Vesting
0-2 Years 0%
2 Years 10%
3 Years 40%
4 Years 70%
5 Years 100%
Compensation Committee Interlocks and Insider Participation
No member of the Company's Compensation Committee was an officer or
employee of the Company in 1996. During 1996, no executive officer of the
Company served as a member of the compensation committee of another entity, nor
did any executive officer of the Company serve as a director of another entity.
Compensation Committee Report
The Compensation Committee ("Committee") reviews the salaries and
incentive compensation of executive officers, including the President and Chief
Executive Officer, and other key employees of the Company. The Committee makes
recommendations to the Board of Directors concerning the adequacy of existing
and proposed levels of compensation and benefits. Since July 25, 1996, the
Committee has been comprised of Messrs. Adams, Cortright and Morone
Compensation for contribution to the success of the Company is the
cornerstone of the Company's executive compensation philosophy. Executive
officers and other key employees are provided with the financial motivation to
achieve higher profitability, and higher shareholder value. These annual and
long-term incentives serve to focus executives on Company goals.
The Company utilizes its incentive stock option plan to provide
executives and other key employees with long-term incentives for Company growth
and profitability. Employees are provided the option to purchase shares of
Company Common Stock at 100% of value on the date of grant for a specified
period, which period is never longer than ten years. The Company expects to
continue awarding stock option grants to key employees as motivation to improve
Company and shareholder value. Table 2, as shown under "Executive Compensation,"
summarizes stock options granted to the named executive officers during 1996.
Compensation adjustments to base salary for executives in 1996 were
awarded based on individual performance, skill level and experience. The
executive salaries initiated and/or adjusted in 1996 fell within the ranges
established by the Compensation Committee based upon industry standards as
recommended by William M. Mercer, Inc. in 1993.
In late 1995, recognizing the Company's financial position, the
Company's executive officers agreed that commencing in 1996 they would place 20%
of their salaries "at risk," to be paid only if the Company achieved
profitability and met certain goals. This "at risk" policy was implemented in
January 1996 for the executive officers then employed by the Company. The
program was rescinded at the end of 1996.
In an effort to improve the performance of the Company's management
team, in 1996 the Committee voted to implement the Management Incentive
Compensation Plan ("Management Plan"), effective for fiscal 1997. Under the
Management Plan, participating employees are eligible for an annual bonus based
upon the ability to meet or exceed goals established prior to the beginning of
the fiscal year. A participant's bonus will be a percentage of base salary, and
will be adjusted by a corporate multiplier to take into account the overall
performance of the Company. Under the Management Plan, 25% of any bonus will be
paid in Common Stock of the Company and the remaining 75% will be paid in cash.
The Committee will establish the goals for the Company for the purpose of the
corporate multiplier to be used in determining bonuses payable and will
establish individual goals for the President and CEO. The President and CEO will
recommend the corporate multiplier to be used each year. The Committee can
change the corporate multiplier but cannot adjust the bonus percentage for
participants.
In summary, the Committee endeavors to provide competitive total
compensation packages for the Company's employees, with compensation levels
biased toward, and dependent upon, achievement of performance goals.
The Board of Directors did not materially modify or reject any
Committee action or recommendation.
Mr. Edgar Cortright, Chairman
Mr. Stephen Adams
Dr. Joseph Morone
THE PRECEDING "COMPENSATION COMMITTEE REPORT" AND THE FOLLOWING "FIVE-YEAR
SHAREHOLDER RETURN COMPARISON" SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR
INCORPORATED BY REFERENCE IN ANY DOCUMENTS SO FILED.
<PAGE>
Five-Year Shareholder Return Comparison
The following graph shows a comparison of cumulative, five-year
shareholder return for the Company, the NASDAQ US Index, the S&P 500 and an
index of peer companies selected by the Company. The Company has constructed an
industry peer group that consists of the Company and the following companies:
Proxima Corporation and In Focus Systems, Inc. In developing the industry peer
group index, the returns of these companies were weighted according to stock
market capitalization at the beginning of each period for which a return is
indicated.
5 YEAR CUMULATIVE TOTAL RETURN
[graph]
STARTING
BASIS
DESCRIPTION 1991 1992 1993 1994 1995 1996
- ------------ ------ ----- ----- ----- ----- ----
NVIEW CORP (%) -81.25 -28.89 112.50 -57.35 -6.90
NVIEW CORP ($) $100.00 $18.75 $13.33 $28.33 $12.08 $11.25
S&P 500 (%) 7.62 10.08 1.32 37.58 22.96
S&P 500 ($) $100.00 $107.62 $118.46 $120.03 $165.14 $203.05
NASDAQ US (%) 16.38 14.79 -2.25 41.42 23.01
NASDAQ US ($) $100.00 $116.38 $133.59 $130.59 $184.67 $227.61
PEER GROUP ONLY (%) 63.33 7.55 115.36 15.30 -40.60
PEER GROUP ONLY ($) $100.00 $163.33 $175.66 $378.30 $436.19 $259.09
PEERS + YOUR COMPANY (%) -35.61 2.46 115.12 9.53 -39.53
PEERS + YOUR COMPANY ($) $100.00 $ 64.39 $ 65.97 $141.92 $155.45 $ 94.00
NOTE: Corporate Performance Graph with peer group uses peer group only
performance (excludes your company).
NOTE: Peer group indices use beginning of period market capitalization
weighting.
Directors' Compensation
The Company pays all directors who are not employees of the Company
$1,250 for each regular quarterly board meeting attended and $500 for each
additional meeting attended (although there have been times when board members
waived the fees associated with attendance at board or committee meetings).
Directors who are also employees of the Company receive no additional
compensation for serving as directors. Directors receive payment of directors'
fees in cash. Further, the Company reimburses its out-of-town directors for
travel and reasonable out-of-pocket expenses in connection with their attendance
at meetings of the board.
In addition, in 1996 the Board of Directors adopted the 1996
Non-Employee Director Stock Option Plan ("Director Plan"), which was approved by
shareholders at the 1996 Annual Meeting. Pursuant to the Director Plan, each
director received an initial grant of an option to purchase 5,000 shares of
Company Common Stock and will receive additional options to purchase 3,000
shares at each Annual Meeting of Shareholders commencing in 1997, provided the
director is still a member of the Board after the meeting. All options granted
under the Director Plan vest immediately and have an exercise price equal to the
fair market value of the Company Common Stock on the date of grant.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires directors, officers and persons who beneficially own more than 10% of a
registered class of stock of the Company to file initial reports of ownership
(Forms 3) and reports of changes in beneficial ownership (Forms 4 and 5) with
the SEC and NASDAQ. Such persons are also required under the rules and
regulations promulgated by the SEC to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company, the Company believes that all reporting requirements under Section
16(a) for 1996 were met in a timely manner by its directors, officers and
greater than 10% beneficial owners.
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee,
intends to appoint KPMG Peat Marwick LLP as the firm of independent certified
public accountants to audit the financial statements of the Company for the year
1997 and the Board of Directors desires that such appointment be ratified by the
shareholders. KPMG Peat Marwick LLP has audited the financial statements of the
Company since the Company's organization in 1987. A representative of KPMG Peat
Marwick LLP will be present at the Annual Meeting, will have the opportunity to
make a statement if he or she desires, and will be available to respond to
questions.
SUBMISSION OF PROPOSALS
The next annual meeting of shareholders will be held on or about May
21, 1998. Any shareholder who wishes to submit a proposal for consideration at
that meeting must submit the proposal in writing to Angelo Guastaferro,
Chairman, President and Chief Executive Officer, before December 31, 1997.
GENERAL
The Company's 1996 Annual Report to Shareholders accompanies this Proxy
Statement. The 1996 Annual Report to Shareholders does not form any part of the
material for the solicitation of proxies. Upon written request, the Company will
provide shareholders with a copy of its Annual Report on Form 10-K for the year
ended December 31, 1996 ("Form 10-K"), as filed with the Securities and Exchange
Commission, without charge. Please direct written requests for a copy of the
Form 10-K to:
Lu Ann Klevecz, Secretary
nVIEW Corporation
860 Omni Boulevard
Newport News, Virginia 23606
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY
By Order of the Board of Directors
Lu Ann Klevecz
Secretary
April 25, 1997
<PAGE>
NVIEW CORPORATION
NEWPORT NEWS, VIRGINIA
PROXY SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS MAY 22, 1997
The undersigned acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement, each dated April 25, 1997 and revoking all prior proxies,
hereby appoints James H. Vogeley, Stephen C. Adams and Edgar M. Cortright, or
any one of them, with full power of substitution in each, proxies to vote all
the stock of nVIEW Corporation which the undersigned may be entitled to vote at
the Annual Meeting of Shareholders to be held on May 22, 1997, and at any
adjournment thereof, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
(1) For election as Directors until the next Annual Meeting and until their
successors are elected and have qualified:
[ ] FOR [ ] WITHHELD
Stephen C. Adams
Edgar M. Cortright
Angelo Guastaferro
Grant T. Hollett, Jr.
Joseph G. Morone
James H. Vogeley
AUTHORITY TO VOTE FOR ONE OR MORE NOMINEES MAY BE WITHHELD BY STRIKING
THROUGH THE NOMINEE'S NAME LISTED ABOVE.
(Continued, and to be signed on reverse side)
<PAGE>
(2) To ratify the appointment of KPMG Peat Marwick LLP as Independent
Auditors.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(3) If any other business properly comes before the meeting, this proxy will
be voted at the discretion of the proxy holders.
THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER. IF NO DIRECTIONS
ARE GIVEN THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS DESCRIBED IN ITEMS
(1) and (2) ABOVE.
This proxy is revocable at any time prior to its exercise. This Proxy when
properly executed, will be voted as directed.
Please sign your name(s) exactly as they appear hereon. If signer is a
corporation, please sign the full corporate name by duly authorized officer. If
an attorney, guardian, administrator, executor, or trustee, please give full
title as such. If a partnership, sign in partnership name by authorized person.
Date: , 1997
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Please complete, date, sign and return
this proxy promptly in the
accompanying envelope.
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Signature
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Signature
