<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / 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 sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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> 2
GLOBAL VILLAGE COMMUNICATION, INC.
1144 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 31, 1996
TO THE STOCKHOLDERS OF GLOBAL VILLAGE COMMUNICATION, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Global
Village Communication, Inc., a Delaware corporation (the "Company"), will be
held on Wednesday, July 31, 1996 at 9:00 a.m. local time at the Company's
headquarters located at 1144 East Arques Avenue, Sunnyvale, California, for the
following purposes:
1. To elect five (5) directors to hold office until the 1997 Annual Meeting
of Stockholders.
2. To approve an amendment to the 1991 Stock Option Plan to increase the
number of shares of Common Stock authorized for issuance thereunder by
700,000 shares.
3. To approve an amendment to the 1994 Non-Employee Directors' Stock Option
Plan to increase the number of shares of Common Stock authorized for
issuance thereunder by 100,000 shares.
4. To approve an amendment to the 1994 Non-Employee Directors' Stock Option
Plan to provide an increase in the one-time grant to non-employee
directors upon first becoming directors of the Company from 10,000 to
25,000 shares, and to increase the number of shares automatically
granted each year to non-employee directors from 2,000 to 6,000 shares.
5. To ratify the selection of KPMG Peat Marwick LLP as independent auditors
of the Company for its fiscal year ending March 31, 1997.
6. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on June 21, 1996, as
the record date for the determination of stockholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
LOGO
James M. Walker
Secretary
Sunnyvale, California
July 8, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU STILL MAY VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER
NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD
HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE> 3
GLOBAL VILLAGE COMMUNICATION, INC.
1144 EAST ARQUES AVENUE
SUNNYVALE, CALIFORNIA 94086
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Global Village Communication, Inc., a Delaware corporation (the "Company"), for
use at the Annual Meeting of Stockholders to be held on July 31, 1996, at 9:00
a.m. local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Company's principal
executive offices located at 1144 East Arques Avenue, Sunnyvale, California. The
Company intends to mail this proxy statement and accompanying proxy card on or
about July 8, 1996, to all stockholders entitled to vote at the Annual Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company.
No additional compensation will be paid to directors, officers or other regular
employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on June 21,
1996 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on June 21, 1996, the Company had outstanding and entitled to
vote 16,796,178 shares of Common Stock. Each holder of record of Common Stock on
such date will be entitled to one vote for each share held on all matters to be
voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter has
been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. The proxy may be revoked by filing
with the Secretary of the Company at the Company's principal executive office,
1144 East Arques Avenue, Sunnyvale, California 94086, a written notice of
revocation or a duly executed proxy bearing a later date, or it may be revoked
by attending the meeting and voting in person. Attendance at the meeting will
not, by itself, revoke a proxy.
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the
Company's 1997 Annual Meeting of Stockholders must be received by the Company
not later than March 10, 1997 in order to be included in the proxy statement and
proxy relating to that Annual Meeting.
<PAGE> 4
PROPOSAL 1
ELECTION OF DIRECTORS
There are five nominees for the five Board positions presently authorized
in the Company's Bylaws. Each director to be elected will hold office until the
next annual meeting of stockholders and until his successor is elected and has
qualified or until such director's earlier death, resignation or removal. Of the
nominees listed below, Messrs. Selvin, Lehmann and Compton are currently
directors of the Company after having been elected by the stockholders.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the five nominees named below. In the event
that any nominee should be unavailable for election as a result of an unexpected
occurrence, such shares will be voted for the election of such substitute
nominee as management may propose. Each person nominated for election has agreed
to serve if elected, and management has no reason to believe that any nominee
will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees and certain information about them are set forth
below:
Neil Selvin, age 43, has served as President and Chief Executive Officer
and director of the Company since March 1993. From February 1990 to March 1993,
he was Director of Marketing at Apple Computer for the PowerBook product family
and prior to that for Apple's peripherals product line. From 1985 to 1990, Mr.
Selvin was employed by Ampex Corporation, a manufacturer of electronics
products, most recently as Chief Operating Officer of its Video Systems division
and also as business unit general manager and in several marketing management
positions. Prior to joining Ampex Corporation, Mr. Selvin held marketing, sales
and technical management positions at Varian Associates and Apollo Lasers. Mr.
Selvin received a B.A. in physics and mathematics from Pomona College, an M.S.
in physics from Brown University, and an M.B.A. from Harvard Business School.
Leonard A. Lehmann, age 41, has served as Chairman of the Board of the
Company since its founding in June 1989. From January 1993 to March 1996, Mr.
Lehmann served as Vice President, Advanced Products and has evaluated new
technologies and performed strategic planning for the Company. From March 1992
to January 1993, he served as Vice President, Engineering of the Company. From
June 1989 to March 1992, he served as the Company's Chief Executive Officer. Mr.
Lehmann was also a founder of DigiRad Corporation, a medical imaging company,
and GreenSpring Computers, Inc., an industrial computer manufacturer. Mr.
Lehmann was President and Chief Executive Officer of GreenSpring Computers from
1985 to 1989 and is no longer affiliated with GreenSpring Computers. Mr. Lehmann
received a B.S. in electrical engineering from Cornell University, and an M.S.
and a Ph. D. in electrical engineering from Stanford University.
Kevin R. Compton, age 37, has been a director of the Company since July
1992. Since December 1990, Mr. Compton has been a partner of Kleiner Perkins
Caufield & Byers, a venture capital firm. From May 1985 to December 1990, Mr.
Compton was the Vice President and General Manager of the network systems team
at Businessland, Inc., a computer retailer, and at AmeriSource Corporation prior
to its acquisition by Businessland. Mr. Compton is also a director of several
privately held companies.
Eugene Eidenberg, age 56, is a nominee for director. Mr. Eidenberg is an
Advisory Director at Hambrecht & Quist working in the telecommunications
services sector. Before joining Hambrecht & Quist in October 1995, Mr. Eidenberg
held several executive positions at MCI. From June 1993 to December 1994, he was
Executive Vice President and Group Executive for MCI's international business.
From January 1990 to July 1993, he was Executive Vice President for strategic
planning, corporate development and regulatory and public policy matters. From
March 1987 to January 1990, Mr. Eidenberg served as President and CEO of
2
<PAGE> 5
Macrovision Corporation, a privately-held video technology company. He currently
chairs the Board of Directors of publicly-traded LXR, a biotechnology company.
Kenneth A. Goldman, age 47, is a nominee for director. Mr. Goldman is a
Senior Vice President, Finance and Chief Financial Officer at Sybase, Inc. since
March 1994. From July 1992 through March 1994, he served as Vice President,
Finance and Chief Financial Officer at Sybase, Inc. Before joining Sybase, Inc.,
from September 1989 to July 1992, Mr. Goldman served as Vice President, Finance
and Administration and Chief Financial Officer for Cypress Semiconductor, Inc.,
a semiconductor manufacturer. From January 1983 to August 1989, he was Chief
Financial Officer of VLSI Technology, Inc., a semiconductor manufacturer. Prior
to that, Mr. Goldman worked at Memorex Corporation and Fairchild Semiconductor.
Mr. Goldman is a director of the Baystone Software Company and is an advisory
board member of Qualix Corporation and 4th Network.
The Company's directors will be elected at each annual stockholders'
meeting and will serve a term of one year or until their respective successors
are elected or until death, resignation or removal. Officers are appointed by,
and serve at the discretion of, the Board of Directors. There are no family
relationships among any directors or executive officers of the Company.
BOARD COMMITTEE AND MEETINGS
During the fiscal year ended March 31, 1996, the Board of Directors held
seven meetings. The Board has an Audit Committee, a Compensation Committee and a
Non-Officer Stock Option Committee.
During the 1996 fiscal year, the Audit Committee consisted of Lawrence
Finch and Michael Moritz. The Audit Committee makes recommendations to the Board
regarding the selection of independent auditors, reviews the results and scope
of the audit and other services provided by the Company's independent auditor,
reviews the Company's balance sheet, statement of operations and cash flows and
reviews and evaluates the Company's internal control functions. The Audit
Committee met one time during the 1996 fiscal year.
During the 1996 fiscal year, the Compensation Committee consisted of
Messrs. Moritz, Cohn and Ring. The Compensation Committee administers the
Company's 1991 Stock Option Plan and 1993 Employee Stock Purchase Plan and makes
recommendations to the Board concerning salaries and incentive compensation for
employees and consultants of the Company. The Compensation Committee met one
time during the 1996 fiscal year.
During the 1996 fiscal year, the Non-Officer Stock Option Committee
consisted of Messrs. Selvin, Lehmann and Moritz. The Non-Officer Stock Option
Committee makes grants of stock options under the Company's 1991 Stock Option
Plan. The Non-Officer Stock Option Committee met six times during fiscal 1996.
During the 1996 fiscal year, Mr. Cohn, a former director of the Company,
attended approximately 62% of the meetings of the Board and of the committee on
which he served. During the fiscal year ended March 31, 1996, each other Board
member attended 75% or more of the aggregate of the meetings of the Board and of
the committees on which he served that were held during the period for which he
was a director or committee member.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers, and persons who own more than 10% of
a registered class of the Company's equity securities, file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than 10%
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
The Company believes that during the 1996 fiscal year all Section 16(a)
filing requirements applicable to its officers, directors and 10% stockholders
were complied with.
3
<PAGE> 6
PROPOSAL 2
AMENDMENT OF THE 1991 STOCK OPTION PLAN
The Company's 1991 Stock Option Plan (the "1991 Plan") was approved by the
Board of Directors and the stockholders in September 1991.
In April 1996, the Board approved an amendment to the 1991 Plan increasing
the number of shares reserved for issuance by an additional 700,000 shares, for
an aggregate of 5,100,000 shares reserved for issuance under the 1991 Plan. The
stockholders are requested to approve this amendment to the 1991 Plan.
As of June 21, 1996, options to purchase 1,878,695 shares had been
exercised, options to purchase 2,358,347 shares were outstanding at a weighted
average per share price of $9.85 and 162,958 shares remained available for
future grants under the 1991 Plan.
The affirmative vote of the holders of a majority of the shares
represented, in person or by proxy, and voting at the Annual Meeting (which
shares voting affirmatively also constitute at least a majority of the required
quorum) will be required to approve the amendment to the 1991 Plan. Abstentions
will be counted toward the number of shares represented and voting at the Annual
Meeting. Unless otherwise instructed, the proxy holders will vote the proxies
"FOR" the amendment to the 1991 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
PROPOSAL 3
AMENDMENT OF THE 1994 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN INCREASING THE NUMBER OF SHARES
OF COMMON STOCK AVAILABLE THEREUNDER
The Company's 1994 Non-Employee Directors' Stock Option Plan (the "1994
Plan") was approved by the Board of Directors and the stockholders in January
1994.
In April 1996, the Board approved an amendment to the 1994 Plan increasing
the number of shares reserved for issuance by an additional 100,000 shares for
an aggregate of 200,000 shares eligible for issuance under the 1994 Plan. The
stockholders are requested to approve this amendment. As of June 21, 1996,
options to purchase 5,333 shares had been exercised, options to purchase 42,667
shares were outstanding at a weighted average per share price of $8.70.
The affirmative vote of the holders of a majority of the shares
represented, in person or by proxy, and voting at the Annual Meeting (which
shares voting affirmatively also constitute at least a majority of the required
quorum) will be required to approve the foregoing amendment to the 1994 Plan.
Abstentions will be counted toward the number of shares represented and voting
at the Annual Meeting. Unless otherwise instructed, the proxyholders will vote
the proxies "FOR" the amendment of the 1994 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
Each of the non-employee directors of the Company has a personal interest
in the approval by the stockholders of the proposed amendment to the 1994 Plan,
as such amendment will result in additional options available under the 1994
Plan which may be granted to such non-employee directors.
4
<PAGE> 7
PROPOSAL 4
AMENDMENT OF THE 1994 NON-EMPLOYEE DIRECTORS'
STOCK OPTION PLAN INCREASING THE
INITIAL AND ANNUAL GRANTS THEREUNDER
In April 1996, the Board approved an amendment to the 1994 Plan, subject to
stockholder approval, to provide an increase in the one-time grants to
non-employee directors upon first becoming directors of the Company from 10,000
to 25,000, and to increase the number of shares automatically granted each year
to non-employee directors from 2,000 to 6,000 shares. The stockholders are
requested to approve this amendment.
The affirmative vote of the holders of a majority of the shares
represented, in person or by proxy, and voting at the Annual Meeting (which
shares voting affirmatively also constituted at least a majority of the required
quorum) will be required to approve the foregoing amendment to the 1994 Plan.
Abstentions will be counted toward the number of shares represented and voting
at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote
the proxies "FOR" the Amendment to the 1994 Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 4.
Each of the non-employee directors of the Company has a personal interest
in the approval by the stockholders of the proposed amendment to the 1994 Plan,
as such amendment will result in each non-employee director receiving additional
options to purchase shares under the 1994 Plan.
PROPOSAL 5
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected KPMG Peat Marwick LLP as the Company's
independent auditors for the fiscal year ending March 31, 1997 and has further
directed that management submit the selection of independent auditors for
ratification by the stockholders at the Annual Meeting. KPMG Peat Marwick LLP
has been the Company's auditors since November 1992. Representatives of KPMG
Peat Marwick LLP are expected to be present at the Annual Meeting, will have an
opportunity to make a statement if they so desire and will be available to
respond to appropriate questions.
Stockholder ratification of the selection of KPMG Peat Marwick LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of KPMG Peat Marwick
LLP to the stockholders for ratification as a matter of good corporate practice.
If the stockholders fail to ratify the selection, the Audit Committee and the
Board will reconsider whether or not to retain that firm. Even if the selection
is ratified, the Audit Committee and the Board at their discretion may direct
the appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of KPMG Peat Marwick LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 5.
5
<PAGE> 8
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of May 31, 1996, with respect to: (i)
each person (or group of affiliated persons) who is known by the Company to own
beneficially more than 5% of the Common Stock, (ii) each of the Company's
directors, (iii) each of the Named Executive Officers (as hereinafter defined in
the Summary Compensation Table), and (iv) all directors and executive officers
of the Company as a group. Except as set forth below, the address of each
individual is the address of the Company as set forth herein.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF
BENEFICIAL OWNER(1) SHARES TOTAL(2)(3)
- --------------------------------------------------------------------- --------- -----------
<S> <C> <C>
KOPP Investment Advisors, Inc........................................ 2,828,862 16.8%
6600 France Avenue, Suite 672
Edina, MN 55435
Michael O'Neill...................................................... 890,581 5.3%
Leonard A. Lehmann(4)................................................ 439,985 2.6%
Neil Selvin(5)....................................................... 295,602 1.8%
Eugene Eidenberg..................................................... -0- *
Kenneth A. Goldman................................................... -0- *
James M. Walker(6)................................................... 60,843 *
Charles Oppenheimer(7)............................................... 49,546 *
Rex Cardinale........................................................ 24,377 *
James Brown(8)....................................................... 14,165 *
Kevin R. Compton(9).................................................. 8,859 *
Doug Dennerline(10).................................................. 2,750 *
All Directors and Officers as a group (12 persons)(11)............... 968,627 5.7%
</TABLE>
- ---------------
* Less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them.
(2) Percentage of beneficial ownership is based on 16,796,178 shares of Common
Stock outstanding as of May 31, 1996.
(3) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission that deem shares to be beneficially
owned by any person who has or shares voting or investment power with
respect to such shares. Unless otherwise indicated, the persons named in
this table have sole voting and sole investment power with respect to all
shares shown as beneficially owned, subject to community property laws
where applicable. Common Stock subject to options that are currently
exercisable or are exercisable within 60 days of the date of this proxy
statement are deemed to be outstanding and to be beneficially owned by the
person holding such options for the purpose of computing the percentage
ownership of any other person.
(4) Includes 439,985 shares held by Lehmann family trusts.
(5) Includes 130,528 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(6) Includes 40,000 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(7) Includes 23,700 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(8) Includes 14,165 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(9) Includes 4,400 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(10) Includes 2,750 shares subject to stock options exercisable within 60 days
of May 31, 1996.
(11) Includes 680,584 shares held by officers and directors or entities
affiliated with officers and directors of the Company and 288,043 shares
subject to stock options held by officers and directors, exercisable within
60 days of May 31, 1996.
6
<PAGE> 9
SUMMARY COMPENSATION TABLE
The following table shows, as to the Chief Executive Officer, the four
highest compensated executive officers (other than the Chief Executive Officer)
and one former executive officer who would have been one of the four highest
compensated executive officers had such former executive officer been employed
by the Company at the end of the 1996 fiscal year (each, a "Named Executive
Officer"), the compensation paid for services to the Company in all capacities
during the 1996 fiscal year, as well as the total compensation paid to each such
individual for the Company's previous two fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
----------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION YEAR(1) SALARY($) BONUS($)(1) COMPENSATION($) OPTIONS(#)
- --------------------------------- ------- --------- ----------- --------------- -------------------
<S> <C> <C> <C> <C> <C>
Neil Selvin...................... 1994 167,697 52,721 -- --
President and Chief 1995 200,000 104,700 -- 125,000
Executive Officer 1996 249,976 173,653 -- --
James M. Walker(2)............... 1994 77,307 34,088 -- 150,000
Vice President, Finance and
Chief 1995 150,000 51,827 -- --
Financial Officer 1996 158,983 88,354 -- --
Charles R. Oppenheimer(3)........ 1994 87,660 27,720 -- 110,000
Vice President and General 1995 133,000 50,130 -- --
Manager, Communications 1996 160,980 93,191 -- --
Systems Division
James Brown(4)................... 1994 25,920 -- -- 70,000
Vice President, Operations 1995 124,000 48,686 -- 20,000
1996 139,994 77,801 -- --
Rex Cardinale(5)................. 1994 27,305 -- -- --
Former Vice President and 1995 119,986 36,000 -- --
General Manager, Internet 1996 141,991 65,759 -- --
Services Division
Douglas Dennerline(6)............ 1994 46,874 42,954 -- 33,000
Vice President, Sales 1995 79,492 59,715 -- --
1996 119,722 77,361 -- 80,000
</TABLE>
- ---------------
(1) Messrs. Selvin, Walker, Oppenheimer, Cardinale, Dennerline and Brown earned
a bonus as a percentage of base salary paid in the fiscal year ended March
31, 1996. In addition, Mr. Dennerline earned commissions based on the
Company's satisfaction of sales objectives.
(2) Mr. Walker joined the Company as Vice President, Finance and Chief Financial
Officer in September 1993.
(3) Mr. Oppenheimer joined the Company as Vice President, Marketing in June
1993.
(4) Mr. Brown joined the Company as Vice President, Operations in January 1994.
(5) Mr. Cardinale joined the Company as Vice President, Internet Services
Division in January 1994 and ceased to be employed by the Company in
February 1996 as a result of the Company's decision to make the Internet
Services Division a standalone business.
(6) Mr. Dennerline joined the Company as Director, North America Sales in August
1993.
7
<PAGE> 10
STOCK OPTION GRANTS AND EXERCISES
The following table sets forth each grant of stock options made during the
fiscal year ended March 31, 1996 to each of the Named Executive Officers:
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES OF
-------------------------- STOCK
NUMBER PERCENTAGE OF PRICE APPRECIATION
SECURITIES TOTAL OPTIONS FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -------------------
NAME GRANTED FISCAL YEAR ($/SH) DATE(1) 5% 10%
- -------------------------------- ---------- ------------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Douglas Dennerline.............. 20,000 2% $ 16.50 09/12/05 207,535 525,935
Douglas Dennerline.............. 60,000 6% $ 10.25 10/04/05 386,770 980,152
</TABLE>
- ---------------
(1) Any of the options that are exercisable on the date of termination of
employment may be exercised until the earlier of 30 days after such
termination and the expiration date unless such termination was a result of
total and permanent disability, in which case they are exercisable until the
earlier of one year after such termination and the expiration date, or
death, in which case they are exercisable until the earlier of 18 months
after such termination and the expiration date.
The following table sets forth information for the Named Executive Officers
with respect to (i) the number of securities underlying unexercised options held
as of March 31, 1996 and (ii) the value of unexercised in-the-money options
(i.e., options for which the fair market value of the Common Stock ($14.88 at
March 31, 1996) exceeds the exercise price) as of March 31, 1996:
FISCAL YEAR-END OPTION VALUES AND AGGREGATED
OPTION EXERCISES IN FISCAL YEAR 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT MARCH 31, 1996 AT MARCH 31, 1996(1)($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Neil Selvin................. 100,000 1,385,200 81,226 327,068 794,896 3,613,024
James M. Walker............. 5,000 60,000 30,000 75,000 356,400 891,000
Douglas Dennerline.......... 6,800 106,290 550 95,950 7,084 483,236
Charles R. Oppenheimer...... 20,000 288,800 16,366 51,334 227,160 712,516
James Brown................. 17,500 166,940 17,832 54,668 123,348 380,452
Rex Cardinale............... 32,000 331,840 -- -- -- --
</TABLE>
- ---------------
(1) Based on the fair market value of the Common Stock as of March 31, 1996
($14.88) minus the exercise price, multiplied by the number of shares
underlying the option.
THE 1991 STOCK OPTION PLAN
The Company's 1991 Stock Option Plan (the "Option Plan") was adopted by the
Board of Directors in September 1991 and amended in December 1993. The purpose
of the Option Plan is to attract and retain qualified personnel, to provide
additional incentives to employees, officers, directors and consultants of the
Company and to promote the success of the Company's business. Pursuant to the
Option Plan, the Company may grant or issue incentive stock options to employees
and officers and supplemental (nonqualified) stock options to consultants,
employees, officers and directors. The stockholders have authorized a total of
4,400,000 shares of Common Stock (5,100,000 if Proposal No. 2 is approved) for
issuance under the Option Plan. At March 31, 1996, options to purchase 1,825,407
shares of Common Stock had been exercised under the Option Plan and the Company
had outstanding options to purchase 2,273,287 shares of Common Stock at a
weighted average per share exercise price of $9.42.
Although no vesting schedule is required under the Option Plan, options
previously granted under the Option Plan generally have become exercisable at a
rate of 20% to 25% of the shares subject to the option on
8
<PAGE> 11
the first anniversary of the option grant with the remaining shares subject to
the option becoming exercisable in equal monthly installments over the next
three or four years. The maximum term of a stock option under the Option Plan is
ten years, but if the optionee of an incentive stock option at the time of grant
has voting power over more than 10% of the Company's outstanding capital stock,
the maximum term of the incentive stock option is five years. The exercise price
of incentive stock options granted under the Option plan must be at least equal
to 100%, or 110% with respect to holders of 10% of the voting power of the
Company's outstanding capital stock, of the fair market value of the stock
subject to the option on the date of grant. The exercise price of supplemental
stock options granted under the Option Plan must be at least equal to 85% of the
fair market value of the stock subject to the option on the date of the grant.
No executive officer or director is eligible to be granted options covering more
than 1,000,000 shares of the Company's Common Stock in any twelve-month period.
The Option Plan provides that in the event of any change in control of the
Company, other than a change in control approved by a majority of the Company's
Board of Directors, the vesting of all options issued pursuant to the Option
Plan, including those granted to the Named Executive Officers, shall accelerate
and become immediately exercisable.
The Option Plan may be amended at any time by the Board, although certain
amendments require stockholder approval. The Option Plan will terminate in
September 2001 unless earlier terminated by the Board.
Tax Treatment
The following discussion of the tax treatment of stock options relates
solely to federal income taxes.
Incentive Stock Options. Incentive stock options under the Option Plan are
intended to be eligible for the favorable federal income tax treatment accorded
"incentive stock options" under the Internal Revenue Code of 1986, as amended
(the "Code").
Generally, there are no regular federal income tax consequences to the
optionee or the Company by reason of the grant or exercise of an incentive stock
option. However, the exercise of an incentive stock option may subject the
optionee to alternative minimum tax.
If an optionee holds stock acquired through exercise of an incentive stock
option for more than two years from the date on which the option is granted and
more than one year from the date on which the shares are transferred to the
optionee upon exercise of the option, any gain or loss on a disposition of such
stock will be long-term capital gain or loss. Generally, if the optionee
disposes of the stock before the expiration of either of these holding periods
(a "disqualifying disposition"), at the time of disposition the optionee will
realize taxable ordinary income equal to the lesser of (i) the excess of the
stock's fair market value on the date of exercise over the exercise price, and
(ii) the amount realized upon the disposition over the exercise price. The
optionee's additional gain, or any loss upon the disqualifying disposition, will
be a capital gain or loss which will be long-term or short-term depending on
whether the stock was held for more than one year. Generally, capital gains
currently are subject to lower tax rates than ordinary income. The maximum
capital gains rate for federal income tax purposes currently is 28% while the
maximum ordinary income rate is effectively 39.6%. Different rules may apply to
optionees who acquire stock subject to certain repurchase options of the Company
or who are subject to Section 16(b) of the Exchange Act.
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company generally will be entitled (subject to
the requirement of reasonableness and the provisions of Section 162(m) of the
Code) to a corresponding business expense deduction in the tax year in which the
disqualifying disposition occurs.
Nonstatutory Stock Options. Nonstatutory stock options granted under the
Option Plan generally have the following federal income tax consequences:
There are no tax consequences to the optionee or the Company by reason of
the grant of a nonstatutory stock option. Upon exercise of a nonstatutory stock
option, the optionee normally will recognize taxable ordinary income equal to
the excess of the stock's fair market value on the date of exercise over the
option exercise price. Generally, with respect to employees, the Company is
required to withhold from regular wages
9
<PAGE> 12
or supplemental wage payments an amount based on the ordinary income recognized.
Subject to the requirement of reasonableness and the provisions of Section
162(m) of the Code, the Company generally will be entitled to a business expense
deduction equal to the taxable ordinary income realized by the optionee. Upon
disposition of the stock, the optionee will recognize a capital gain or loss
equal to the difference between the selling price and the sum of the amount paid
for such stock plus any amount recognized as ordinary income upon exercise of
the option. Such gain or loss will be long or short-term depending on whether
the stock was held for more than one year. Different rules may apply to
optionees who acquire stock subject to certain repurchase options of the Company
or who are subject to Section 16(b) of the Exchange Act.
Potential Limitation on Company Deductions. As part of the Omnibus Budget
Reconciliation Act of 1993, the U.S. Congress amended the Code to add Section
162(m) which denies a deduction to any publicly held corporation for
compensation paid to certain employees in a taxable year to the extent that
compensation exceeds $1 million for a covered employee. It is possible that
compensation attributable to stock options, when combined with all other types
of compensation received by a covered employee from the Company, may cause this
limitation to be exceeded in any particular year.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with proposed Treasury regulations issued under Code Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation, provided that: (i) the option plan contains a per-employee
limitation on the number of shares for which options may be granted during a
specific period; (ii) the per-employee limitation is approved by the
stockholders; (iii) the option is granted by a compensation committee comprised
solely of "outside directors" and (iv) either the exercise price of the option
is no less than the fair market value of the stock on the date of grant or the
option is granted (or exercisable) only upon (as certified by the compensation
committee) the achievement of an objective performance goal established by the
compensation committee while the outcome is substantially uncertain.
THE 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
In January 1994, the Company adopted the 1994 Non-Employee Directors' Stock
Option Plan (the "Directors' Plan") to provide for the automatic grant of
options to purchase shares of Common Stock to each person who is elected as a
director of the Company and who is not otherwise employed by the Company (a
"Non-Employee Director"). Options granted under the Directors' Plan are intended
by the Company not to qualify as incentive stock options under the Code. Option
grants under the Directors' Plan are nondiscretionary. The Directors' Plan is
administered by the Board, unless the Board delegates administration to a
committee of disinterested directors. The maximum number of shares of Common
Stock that may be issued pursuant to options granted under the Directors' Plan
is 100,000 (200,000 if Proposal No. 3 is approved). Pursuant to the terms of the
Directors' Plan, each Non-Employee Director will automatically be granted an
option to purchase 10,000 shares (25,000 if Proposal No. 4 is approved) of
Common Stock (subject to adjustment as provided in the Directors' Plan) upon the
date of his or her election to the Board. At the end of each fiscal year of the
Company, commencing March 31, 1995, each person who is presently serving as a
Non-Employee Director and has been a Non-Employee Director for at least three
months shall be granted an option to purchase 2,000 shares (6,000 if Proposal
No. 4 is approved) of Common Stock (subject to adjustment as provided in the
Directors' Plan). Each person who was a Non-Employee Director of the Company on
the date of adoption of the Directors' Plan was granted an option, effective
concurrent with the effectiveness of the Company's initial public offering, to
purchase 10,000 shares of Common Stock of the Company at an exercise price of
$8.00 per share.
No option granted under the Directors' Plan may be exercised after the
expiration of ten years from the date it was granted. Options granted under the
Directors' Plan will become exercisable in five annual installments commencing
on the effective date of the offering. Subsequent option grants to Non-Employee
Directors under the Directors' Plan will vest from the date of grant. Vesting is
contingent upon the continuous service of the director. The exercise price of
options granted under the Directors' Plan must equal or exceed the fair market
value of the Common Stock on the date of grant. Options granted under the
Directors' Plan
10
<PAGE> 13
are subject to limitations on transfer. The Directors' Plan terminates in
January 2004, unless terminated earlier by the Board.
Tax Treatment
Stock options granted under the Directors' Plan are subject to federal
income tax treatment pursuant to rules governing options that are not incentive
stock options. See "The Stock Option Plan -- Tax Treatment" above.
EMPLOYEE STOCK PURCHASE PLAN
In December 1993, the Company adopted the 1993 Employee Stock Purchase Plan
(the "Purchase Plan"), authorizing the issuance of 300,000 shares pursuant to
purchase rights granted to employees of the Company. The Purchase Plan provides
a means by which employees may purchase Common Stock of the Company through
payroll deductions. The Purchase Plan is implemented by offerings of rights to
eligible employees. Generally, each offering is twelve months in duration with
purchases occurring every six months. Common Stock is purchased for accounts of
employees participating in the Purchase Plan at a price per share equal to the
lower of (i) 85% of the fair market value of a shares of Common Stock on the
date of commencement of participation in the offering or (ii) 85% of the fair
market value of a share of Common Stock on the date of purchase. Generally, all
regular employees, including executive officers, who work at least 20 hours per
week and customarily are employed by the Company or a subsidiary of the Company
for at least five months per calendar year may participate in the Purchase Plan
and may authorize payroll deductions of up to 10% of their compensation for the
purchase of stock under the Purchase Plan. Eligible employees may be granted
rights to purchase stock of the Company only if such rights together with any
other rights granted under employee stock purchase rights do not accrue to an
amount which exceeds $25,000 of fair market value of such stock (at the time of
grant) for each calendar year in which such rights are outstanding. No employee
is eligible for the grant of any rights under the Purchase Plan if immediately
after such rights are granted, such employee has voting power over 5% or more of
the Company's outstanding capital stock. As of March 31, 1996, 119,077 shares
had been purchased under the Purchase Plan. The Purchase Plan will terminate in
December 2003, unless earlier terminated by the Board.
Tax Treatment
The Purchase Plan is intended to qualify as an employee stock purchase plan
within the meaning of Section 423 of the Code. A participant will be taxed on
amounts withheld for the purchase of shares as if such amounts were paid to the
participant. Other than this, no income will be taxable to a participant until
disposition of the shares acquired, and the method of taxation will depend upon
the holding period of the purchased shares.
If the shares are sold or otherwise disposed of more than two years from
the first day of the offering period, the participant will recognize ordinary
income measured as the lesser of (a) the excess of the fair market value of the
shares at the time of such sale or disposition over the purchase price, or (b)
an amount equal to 15% of the fair market value of the shares as of the first
day of the offering period. Any additional gain will be treated as long-term
capital gain. If the shares are sold or otherwise disposed of before the
expiration of this holding period, the participant will recognize ordinary
income generally measured as the excess of the fair market value of the shares
on the date the shares are purchased over the purchase price. Any additional
gain or loss on such sale or disposition will be long-term or short-term capital
gain or loss, depending on the holding period.
There are no federal income tax consequences to the Company by reason of
the grant or exercise of rights under the Purchase Plan. The Company generally
is entitled to a deduction to the extent amounts are taxed as ordinary income to
a participant by reason of a disposition before the expiration of the holding
periods described above.
11
<PAGE> 14
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS ON EXECUTIVE COMPENSATION
GENERAL
The Company was privately held until February 1994 when the Company
completed its initial public offering. Prior to that time, the Board of
Directors made all decisions with respect to executive compensation, including
the establishment of base salaries, equity grants and the Company's Management
Incentive Plan for determining officer bonuses. All decisions with respect to
executive compensation currently are made by the Compensation Committee of the
Board of Directors.
COMPENSATION PHILOSOPHY
The primary goal of the Company is to align compensation with the Company's
business objectives and performance. The Company's aim is to attract, retain and
reward executive officers and other key employees who contribute to the longterm
success of the Company and to motivate those individuals to enhance long-term
stockholder value. To establish this relationship between executive compensation
and the creation of stockholder value, the Compensation Committee has adopted a
total compensation package comprised of base salary, bonus and stock option
awards. Key elements of this compensation package are:
- The Company pays competitively with leading technology companies with
which the Company competes for talent.
- The Company maintains annual incentive opportunities sufficient to
provide motivation to achieve specific operating goals and to generate
rewards that bring total compensation to competitive levels.
- The Company provides significant equity-based incentives for
executives and other key employees to ensure that individuals are
motivated over the long term to respond to the Company's business
challenges and opportunities as owners and not just as employees.
EXECUTIVE OFFICER COMPENSATION
Of the Company's current executive officers other than the Chief Executive
Officer, six officers joined the Company in fiscal 1994, one officer joined the
Company in fiscal 1996, and the remaining officer was a founder of the Company.
With respect to the officers hired in fiscal 1994 and 1996, salary and stock
option grants were determined on the basis of negotiations between the Company
and the officer with due regard to the officer's experience, the Company's needs
and market conditions at the time. The Board also examined a published salary
survey of similar companies with a view to ensuring that the compensation was
competitive but reasonable. The salary of the founding officer was based upon
discussions between the Company and such officer.
Bonuses for all executive officers, including the Chief Executive Officer,
were determined in accordance with the Company's Management Incentive Program,
which was established by the Board in January 1993 and revised in April 1995.
The Management Incentive Program provides that bonuses will be determined in
accordance with a matrix based upon the degree to which the Company's total
revenues and net income before taxes meet the Company's business plan. A target
bonus as a percentage of base salary was established for each executive officer.
As a result of the Company's performance during fiscal 1996, each executive
officer, including the Chief Executive Officer, received a corresponding bonus.
LONG-TERM INCENTIVES
The Company's primary long-term incentive program presently consists of the
1991 Stock Option Plan (the "Option Plan"). Although the Option Plan has no
required vesting schedule, options previously granted under the Option Plan
generally have become exercisable at a rate of 20% to 25% of the shares subject
to the option on the first anniversary of the option grant with the remaining
shares subject to the option becoming exercisable over the next three or four
years. Through option grants, executives receive significant equity
12
<PAGE> 15
incentives to build long-term stockholder value. The exercise price of incentive
options granted under the Option Plan generally is 100% of the fair market value
of the underlying stock on the date of grant. Officers receive value from these
grants only if the Company's Common Stock appreciates.
COMPANY PERFORMANCE AND CHIEF EXECUTIVE OFFICER COMPENSATION
The Chief Executive Officer's salary and stock option grant for fiscal 1996
were determined on the basis of negotiations between the Company and the Chief
Executive Officer with due regard to his experience, the Company's needs and
market conditions. The Board also has examined a published salary survey of
similar companies. The Chief Executive Officer's bonus was determined in
accordance with the Management Incentive Program that governed the bonuses of
the other executive officers.
CERTAIN TAX CONSIDERATION
Section 162(m) of the Internal Revenue Code (the "Code") limits the Company
to a deduction for federal income tax purposes of not more than $1 million of
compensation paid to certain executive officers in a taxable year. Compensation
above $1 million may be deducted if it is "performance-based compensation"
within the meaning of the Code.
The Board believes that at the present time it is unlikely that the
compensation paid to any executive officer in this taxable year will exceed $1
million. Therefore, the Board has not established a policy for determining which
forms of incentive compensation awarded to executive officers shall be designed
to qualify as "performance-based compensation."
From the members of the Compensation Committee of the Board of Directors of
Global Village Communication, Inc. for the 1996 fiscal year:
Michael Moritz
Robert S. Cohn
David H. Ring
13
<PAGE> 16
PERFORMANCE MEASUREMENT COMPARISON
The following chart shows the value of an investment of $100 in cash of (i)
the Company's Common Stock at the initial offering price on February 24, 1994 of
$8.00 per share, (ii) the Standard & Poor's High Tech Composite Index, (iii) the
Nasdaq Stock Market -- US Index, and (iv) the Hambrecht & Quist Technology
Index, as if all such investments were made as of January 31, 1994. All values
assume reinvestment of the full amount of all dividends:
<TABLE>
<CAPTION>
Measurement Period H&Q TECH-
(Fiscal Year Covered) Global Village NASDAQ S&P NOLOGY
<S> <C> <C> <C> <C>
2/24/94 100 100 100 100
3/94 125 93 99 95
6/94 97 89 95 88
9/94 116 96 104 101
12/94 114 95 111 110
3/95 147 103 125 122
6/95 195 118 154 148
9/95 172 133 163 169
12/95 242 134 160 165
3/96 186 140 169 168
</TABLE>
14
<PAGE> 17
PROXY
GLOBAL VILLAGE COMMUNICATION, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of GLOBAL VILLAGE COMMUNICATION, INC., a
Delaware corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated July 8, 1996, and the
Company's Annual Report for its fiscal year ended March 31, 1996, and hereby
appoints Neil Selvin and James Walker and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned to represent the undersigned at the 1996 Annual Meeting
of Stockholders of GLOBAL VILLAGE COMMUNICATION, INC., to be held on July 31,
1996, at 9:00 a.m., local time at the Company's headquarters located at 1144
East Arques Avenue, Sunnyvale, California and at any adjournment or adjournments
thereof, and to vote all shares of Common Stock which the undersigned would be
entitled to vote, if then and there personally present, on the matters set forth
on the reverse side.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
/SEE REVERSE SIDE/
<PAGE> 18
DETACH HERE
/x/ Please mark votes as in this example.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
IT WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS, AND FOR PROPOSALS 2, 3, 4
AND 5.
1. Election of Directors
Nominees: Neil Selvin, Leonard A. Lehmann, Kevin R. Compton, Eugene Eidenberg
and Kenneth A. Goldman
FOR WITHHELD
/ / / /
/ / _________________________________________ MARK HERE FOR ADDRESS / /
For all nominees except as noted above CHANGE AND NOTE BELOW
2. To approve an amendment to the 1991 FOR AGAINST ABSTAIN
Stock Option Plan to increase the number / / / / / /
of shares of Common Stock authorized for
issuance thereunder by 700,000 shares.
3. To approve an amendment to the 1994 FOR AGAINST ABSTAIN
Non-Employee Directors' Stock Option / / / / / /
Plan to increase the number of shares of
Common Stock authorized for issuance
thereunder by 100,000 shares.
4. To approve an amendment to the 1994 FOR AGAINST ABSTAIN
Non-Employee Directors' Stock Option / / / / / /
Plan to provide an increase in the
one-time grant to non-employee directors
upon first becoming directors of the
Company from 10,000 to 25,000 shares,
and to increase the number of shares
automatically granted each year to non-
employee directors from 2,000 to 6,000
shares.
5. To ratify the appointment of KPMG Peat FOR AGAINST ABSTAIN
Marwick LLP as independent auditors of / / / / / /
the Company.
6. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
Signature: _____________________________________ Date: _____________________
Signature: _____________________________________ Date: _____________________
<PAGE> 19
NOMINEES: Neil Selvin, Leonard A. Lehmann, Kevin R.
Compton, Eugene Eidenberg and Kenneth A. Goldman
FOR WITHHELD
/ / / /
/ / MARK HERE
- ---------------------------------------- FOR ADDRESS / /
For all nominees except as noted above CHANGE AND
NOTE BELOW
2. To approve an amendment to the 1991 Stock Option Plan to increase
the number of shares of Common Stock authorized for issuance
thereunder by 700,000 shares. / /
3. To approve an amendment to the 1994 Non-Employee Directors' Stock
Option Plan to increase the number of shares of Common Stock
authorized for issuance thereunder by 100,000 shares. / /
4. To approve an amendment to the 1994 Non-Employee Directors'
Stock Option Plan to provide an increase in the one-time grant
to non-employee directors upon first becoming directors of the
Company from 10,000 to 25,000 shares, and to increase the
number of shares automatically granted each year to non-employee
directors from 2,000 to 6,000 shares. / /
5. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of the Company. / /
6. To transact such other business as may properly any adjournment
or postponement thereof. / /
Signature:___________________________________ Date:______________
Signature:___________________________________ Date:______________
