nVIEW CORPORATION
860 Omni Boulevard
Newport News, Virginia 23606
June 16, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of nVIEW Corporation, which will be held at the offices of nVIEW
Corporation, 860 Omni Boulevard, Newport News, Virginia 23606, on Thursday, July
16, 1998, 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 1998 Annual Meeting of Shareholders and we
hope you will attend the meeting or be represented by Proxy.
Sincerely,
Angelo Guastaferro
Chairman of the Board
<PAGE>
nVIEW CORPORATION
860 Omni Boulevard
Newport News, Virginia 23606
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
July 16, 1998
To the Shareholders:
NOTICE IS HEREBY GIVEN THAT the Annual Meeting of Shareholders of nVIEW
Corporation (the "Company") will be held on Thursday, July 16, 1998, at the
offices of nVIEW Corporation, 860 Omni Boulevard, 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 seven (7) 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 June 1,
1998, 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
June 16, 1998
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, July 16, 1998, at the offices of nVIEW Corporation, 860
Omni Boulevard, 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 June 1, 1998
(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 seven (7) 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 1998. This Proxy Statement and the enclosed Proxy
are being mailed on or about June 16, 1998.
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 $6,000 plus expenses for its services.
Voting Shares and Vote Required
On the Record Date, the Company had 6,225,166 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
<PAGE>
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 seven (7) 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 June 1, 1998, 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; (ii) all directors
and executive officers as a group; and (iii) each 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.
<TABLE>
<CAPTION>
Total Number Percent
Name of Individual or Shares Beneficially of Common
Number of Persons in Group Owned Stock Owned
- - -------------------------- ------------------- -----------
<S> <C>
Stephen C. Adams (1)(2) 21,994 *
Edgar M. Cortright (2)(3) 52,356 *
Angelo Guastaferro (4) 70,522 1.13
Grant T. Hollett, Jr. (2) 8,000 *
Joseph G. Morone (2) 8,000 *
Jerry W. Stubblefield (5) 46,200 *
Barry D. Todd (6) 1,250,000 19.98
James H. Vogeley (7) 866,850 13.92
Woodstock Overseas Inc. (6)(8) 1,250,000 19.98
Directors and named executive officers as a
group (8 persons) 2,323,922 37.33
</TABLE>
- - ------------------
*Less than 1% beneficial ownership.
2
<PAGE>
(1) Includes 2,118 shares owned by Mr. Adams' wife, Nancy B. Adams.
Mr. Adams disclaims beneficial ownership of these shares.
(2) Includes currently exercisable options to purchase 8,000 shares granted
under the Director Plan.
(3) Includes 27,356 shares owned by a revocable trust for the benefit of
Mr. Cortright. 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.
(4) Includes 43,000 shares that may be purchased pursuant to incentive
stock options granted by the Company.
(5) Includes 46,000 shares that may be purchased pursuant to incentive
stock options granted by the Company.
(6) Represents all of the shares of Woodstock Overseas Inc., a wholly owned
subsidiary of Snell & Wilcox Limited. Mr. Todd is a director and Vice
President of Woodstock Overseas Inc.
(7) Includes 94,850 shares owned by the Estate of Arthur W. Vogeley, for
which James H. Vogeley is co-executor. Does not include 168,448 shares
owned by Mr. Vogeley's mother, Julia B. Vogeley, of which Mr. Vogeley
disclaims beneficial ownership.
(8) Woodstock Overseas, Inc.'s principal business address is 50 Shirley
Street, P.O. Box CB 13937, The Bahamas.
PROPOSAL 1. ELECTION OF DIRECTORS
Nominees for Election
Seven (7) persons have been nominated by the Board of Directors to
serve as Directors until the 1999 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.
3
<PAGE>
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) 47 1987
Edgar M. Cortright(A)(B) 74 1987
Angelo Guastaferro 66 1994
Grant T. Hollett, Jr. 55 1996
Joseph G. Morone(B) 45 1996
Barry D. Todd 42 1998
James H. Vogeley 40 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 one meeting in
1997.
(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 1997.
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 seven 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 1998, 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 is retiring as an employee of the Company effective
June 30, 1998. He joined the staff of the Company in January 1996. From 1985
until 1995, 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
4
<PAGE>
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 President of Bentley College since August 1997. Dr.
Morone was Dean of the Lally School of Management and Technology at RPI from
July 1993 to June 1997, 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 and Transworld Entertainment, the securities of which are publicly
traded and the Board of Directors of New England Medical Center. Dr. Morone
received his bachelor's degree from Hamilton College and his doctorate degree
from Yale University.
Mr. Todd has been a Commercial Director of Snell & Wilcox Limited since
April 1997. Snell & Wilcox Limited is an electronics group specializing in the
invention, design and manufacture of high-quality, multi-standard, digital image
processing products, primarily for the broadcast television, video, satellite,
cable, film and image communications industries. Prior to joining Snell & Wilcox
Limited, Mr. Todd served as a Regional Director of National Westminister Bank,
P.L.C., from 1980 until April 1997. Mr. Todd also serves as a Director and Vice
President of Woodstock Overseas, Inc., a wholly-owned subsidiary of Snell &
Wilcox Limited.
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 12 meetings in 1997. All Directors attended 75% or
more of all Board of Directors meetings and meetings of their respective
committees.
5
<PAGE>
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 65 Chairman of the Board
James H. Vogeley 40 Chief Technology Officer
Jerry W. Stubblefield 49 President, Chief Executive Officer
and Chief Financial Officer
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 became President and Chief Executive Officer of the
Company in June 1998, having served as Chief Financial Officer of the Company
since February 1992. Prior to joining the Company in January 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.
6
<PAGE>
Executive Compensation
The following table presents an overview of executive compensation
awarded, earned, or paid during 1997, 1996 and 1995 to the Company's President
and Chief Executive Officer, and the Company's other executive officers that
earned in excess of $100,000 in 1997.
TABLE 1. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
------------------- Securities
Underlying All Other
Name and Principal Position Year Salary Bonus ($) Options (#) Compensation ($)
- - --------------------------- ---- ------- --------- ----------- ----------------
<S> <C>
Angelo Guastaferro 1997 171.000 -- 10,000 2,248(2)
President and Chief 1996 176,823 -- 25,000 --
Executive Officer (1) 1995 -- -- 25,000 --
Jerry W. Stubblefield 1997 134,500 -- 17,500 7,380(2)
Executive Vice President 1996 101,000 -- 6,000 6,060(2)
Chief Financial Officer (3) 1995 100,846 -- 20,000 5,594(2)
John Malone 1997 133,698 -- 35,955(5)
Vice President - Sales and 1996 17,308 -- 60,000 --
Marketing (4) 1995 -- -- -- --
</TABLE>
- - ------------------
(1) Mr. Guastaferro retired from the Company on June 30, 1998, but will
remain as a director and Chairman of the Board. Mr. Guastaferro became
an employee of the Company in 1996, serving as a director since 1994
and Chairman since 1995.
(2) Includes the Company's matching contribution to its 401(k)
retirement savings plan.
(3) In June 1998, Mr. Stubblefield was named President and Chief
Executive Officer of the Company.
(4) Mr. Malone was employed by the Company from November 1996 until
December 1997.
(5) Relocation reimbursement.
The table below sets forth information regarding stock option grants in
1997, all of which were granted pursuant to the Company's incentive stock option
plan.
TABLE 2. OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential Realized Value
at Assumed Annual
% of Total Exercise Rates of Stock Price
Options Options Granted or Base Appreciation for Option Term($)
Granted to Employees in Price Expiration -------------------------------
Name (#) Fiscal Year ($/sh.) Date (5%) (10%)
- - ---- ------ -------------- ------- ---------- ---- -----
<S> <C>
Angelo Guastaferro 10,000 6.06% $2.10 9/10/03 $4,971 $13,333
Jerry Stubblefield 5,000 3.03 4.10 1/16/03-1/16/04 5,886 14,382
7,500 4.55 2.10 9/10/03 3,728 10,000
5,000 3.03 1.07 7/01/03-1/01/04 3,254 5,789
</TABLE>
None of the executive officers exercised options in 1997.
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
7
<PAGE>
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 1997. During 1997, 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. The Committee is comprised of
Messrs. Adams, Cortright and Morone. The Compensation Committee met twice in
1997.
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
8
<PAGE>
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 1997.
Compensation adjustments to base salary for executives in 1997 were
awarded based on individual performance, skill level and experience. The
executive salaries initiated and/or adjusted in 1997 fell within the ranges
established by the Compensation Committee based upon industry standards as
recommended by William M. Mercer, Inc. in 1993.
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, and has been
continued for fiscal 1998. 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 each year
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. For fiscal
1997, the Company did not pay any bonuses under the Management Plan, as the
Company did not achieve the performance required under the Management Plan.
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.
9
<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.
[GRAPH]
5 YEAR CUMULATIVE TOTAL RETURN SUMMARY
NVIEW CORP ($) $100.00 $71.11 $151.11 $64.44 $60.00 $14.44
S&P 500 ($) $100.00 $110.08 $111.53 $153.45 $188.68 $251.63
NASDAQ US ($) $100.00 $114.80 $112.21 $158.70 $195.19 $239.53
PEER GROUP ONLY ($) $100.00 $107.55 $231.63 $267.06 $158.65 $182.73
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.
11
<PAGE>
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 1997 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
1998 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
25, 1999. Any shareholder who wishes to submit a proposal for consideration at
that meeting must submit the proposal in writing to Jerry Stubblefield,
President and Chief Executive Officer, before December 31, 1998.
GENERAL
The Company's 1997 Annual Report on Form 10-K for the year ended
December 31, 1997, as filed with the Securities and Exchange Commission,
accompanies this Proxy Statement. The 1997 Annual Report to Shareholders does
not form any part of the material for the solicitation of proxies.
12
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY
By Order of the Board of Directors
Lu Ann Klevecz
Secretary
June 16, 1998
<PAGE>
nVIEW CORPORATION
Proxy Solicited on Behalf of the
Board of Directors for
Annual Meeting of Shareholders
to be Held July 16, 1998
The undersigned, having received the Annual Report to Shareholders and
the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement
dated June 16, 1998, hereby appoints Angelo Guastaferro, Stephen C. Adams and
James H. Vogeley (each with power to act alone) as proxies, with full power of
substitution, and hereby authorizes them to represent and vote, as directed
below, all the shares of the Common Stock of nVIEW Corporation held of record by
the undersigned on June 1, 1998, at the Annual Meeting of Shareholders to be
held on July 16, 1998, and any adjournment thereof.
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR"
PROPOSALS 1 AND 2
1. ELECTION OF DIRECTORS
FOR all nominees listed (except as indicated to the contrary) |_|
WITHHOLD AUTHORITY to vote for all nominees listed |_|
Stephen C. Adams
Edgar M. Cortright
Angelo Guastaferro
Grant T. Hollett, Jr.
Joseph G. Morone
Barry D. Todd
James H. Vogeley
(INSTRUCTIONS: To withhold authority to vote for any individual nominee write
the nominee's name on the line provided below.)
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2. TO RATIFY the appointment by the Board of Directors of KPMG Peat
Marwick as the Company's independent auditors for the year ending
December 31, 1998.
|_| FOR |_| AGAINST |_| ABSTAIN
<PAGE>
3. IN THEIR DISCRETION, on such other matters as may properly come before
the meeting, or, if any nominee listed in Proposal 1 above is unable to
serve for any reason, to vote or refrain from voting for a substitute
nominee or nominees.
This proxy is revocable at any time prior to its exercise. This proxy,
when properly executed, will be voted as directed. Where no direction
is given, this proxy will be voted for Proposals 1 and 2.
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 any attorney, guardian, administrator,
executor, or trustee, please give full
title as such. If a limited liability
company or partnership, sign in limited
liability company or partnership name by
authorized person.
Date: __________________, 1998
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Please complete, date, sign and return
this proxy promptly in the accompanying
envelope.
