<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12.
Medwave, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the 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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] 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:
--------------------------------------------------------------------------------
<PAGE> 2
MEDWAVE, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The Annual Meeting of Shareholders of Medwave, Inc., will be held on
January 17, 2001, at 3:00 p.m. (Central Standard time), at the Minneapolis
offices of Fredrikson & Byron in Pipestone Conference Room on the 13th Floor of
International Centre, 900 Second Avenue South, Minneapolis, Minnesota, for the
following purposes:
1. To set the number of directors at five (5).
2. To elect directors for the ensuing year.
3. To consider and act upon such other matters as may properly come
before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on December 8, 2000
are entitled to notice of and to vote at the meeting or any adjournment thereof.
Your vote is important. We ask that you complete, sign, date, and return
the enclosed proxy in the envelope provided for your convenience. The prompt
return of proxies will save the Company the expense of further requests for
proxies.
BY ORDER OF THE BOARD OF DIRECTORS
Timothy J. O'Malley
President and Chief Executive Officer
Arden Hills, Minnesota
December 11, 2000
<PAGE> 3
Medwave, Inc.
Annual Meeting of Shareholders
January 17, 2001
PROXY STATEMENT
INTRODUCTION
Your proxy is solicited by the Board of Directors of Medwave, Inc. ("the
Company") for use at the Annual Meeting of Shareholders to be held on January
17, 2001, at the location and for the purposes set forth in the notice of
meeting, and at any adjournment thereof.
The cost of soliciting proxies, including the preparation, assembly, and
mailing of the proxies and soliciting material, as well as the cost of
forwarding such material to beneficial owners of stock, will be borne by the
Company. Directors, officers, and regular employees of the Company may, without
compensation other than their regular remuneration, solicit proxies personally
or by telephone.
Any shareholder giving a proxy may revoke it at any time prior to its use
at the meeting by giving written notice of such revocation to the Secretary of
the Company. Proxies not revoked will be voted in accordance with the choice
specified by shareholders by means of the ballot provided on the proxy for that
purpose. Proxies which are signed but which lack any such specification will,
subject to the following, be voted in favor of the proposals set forth in the
Notice of Meeting and in favor of the slate of directors proposed by the Board
of Directors and listed herein. If a shareholder abstains from voting as to any
matter, then the shares held by such shareholder shall be deemed present at the
meeting for purposes of determining a quorum and for purposes of calculating the
vote with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. Abstentions, therefore, as to any proposal will have the
same effect as votes against such proposal. If a broker returns a "non-vote"
proxy, indicating a lack of voting instructions by the beneficial holder of the
shares and a lack of discretionary authority on the part of the broker to vote
on a particular matter, then the shares covered by such non-vote proxy shall be
deemed present at the meeting for purposes of determining a quorum but shall not
be deemed to be represented at the meeting for purposes of calculating the vote
required for approval of such matter.
The mailing address of the principal executive office of the Company is
4382 Round Lake Road West, Arden Hills, Minnesota 55112-3923. The Company
expects that this Proxy Statement, the related proxy and notice of meeting will
first be mailed to shareholders on or about December 13, 2000.
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed December 8, 2000, as the
record date for determining shareholders entitled to vote at the Annual Meeting.
Persons who were not shareholders on such date will not be allowed to vote at
the Annual Meeting. At the close of business on December 8, 2000, 5,499,596
shares of the Company's Common Stock were issued and outstanding. The Common
Stock is the only outstanding class of capital stock of the Company entitled to
vote at the meeting. Each share of Common Stock is entitled to one vote on each
matter to be voted upon at the meeting. Holders of Common Stock are not entitled
to cumulative voting rights.
- 1 -
<PAGE> 4
PRINCIPAL SHAREHOLDERS
The following table provides information concerning persons known to the
Company to be the beneficial owners of more than 5% of the Company's outstanding
Common Stock as of December 8, 2000. Unless otherwise indicated, the
shareholders listed in the table have sole voting and investment powers with
respect to the shares indicated.
<TABLE>
<CAPTION>
Number of Shares Percent of
Name and Address Beneficially Ownership
Owned(1)
--------------------------------------------------------------------------------
<S> <C> <C>
John R. Albers 451,869 8.2%
3825 Gillon Avenue
Dallas, TX 75205
G. Kent Archibald 616,743(2) 10.4%
4382 Round Lake Road West
Arden Hills, MN 55112
Aaron Boxer, Revocable Trust 504,539 9.2%
Aaron Boxer, Trustee
5500 Wayzata Boulevard
8th Floor - Suite 800
Minneapolis, MN 55416
William D. Corneliuson 395,100(3) 7.2%
777 East Wisconsin Avenue
Suite 3020
Milwaukee, WI 53202
David B. Johnson 514,400(4) 9.2%
5500 Wayzata Boulevard
8th Floor - Suite 800
Minneapolis, MN 55416
</TABLE>
(1) Shares not outstanding but deemed beneficially owned by virtue of the right
of a person to acquire them as of December 8, 2000, or within sixty days of
such date are treated as outstanding only when determining the percent
owned by such individual and when determining the percent owned by a group.
(2) Includes options to purchase 442,500 shares of Common Stock which are
currently exercisable as of December 8, 2000, or will become exercisable
within 60 days of such date.
(3) Includes option to purchase 7,500 shares of Common Stock which is
exercisable as of December 8, 2000, or will become exercisable within 60
days of such date.
(4) Includes 237,603 shares held by Mr. Johnson's spouse and minor children,
and 75,000 shares owned by a foundation over which he may be deemed to
share voting and disposition power, and includes warrants to purchase
70,000 shares of Common Stock which are exercisable as of December 8, 2000,
or will become exercisable within 60 days of such date.
- 2 -
<PAGE> 5
MANAGEMENT SHAREHOLDINGS
The following table sets forth the number of shares of Common Stock
beneficially owned as of December 8, 2000, by the executive officers of the
Company named in the Summary Compensation Table, by each director and nominee
for director of the Company and by all directors and current executive officers
as a group. Unless otherwise indicated, the shareholders listed in the table
have sole voting and investment powers with respect to the shares indicated.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner Number of Shares Beneficially Percent of Ownership
or Identity of Group Owned(1)
------------------------------------------------------------------------------------------------
<S> <C> <C>
G. Kent Archibald 616,743(2) 10.4%
4382 Round Lake Road West
Arden Hills, MN 55112
William D. Corneliuson 395,100(3) 7.2%
777 East Wisconsin Avenue
Suite 3020
Milwaukee, WI 53202
Norman Dann 40,000(4) *
4382 Round Lake Road West
Arden Hills, MN 55112
Keith A. Libbey 14,200(3) *
900 Second Avenue South
1100 International Centre
Minneapolis, MN 55402
Timothy J. O'Malley 56,250(4) 1.0%
4382 Round Lake Road West
Arden Hills, MN 55112
All current executive officers and 1,182,293(5) 19.4%
directors as a group (6 persons)
</TABLE>
* Less than 1%
(1) See footnote (1) to preceding table.
(2) See footnote (2) to preceding table.
(3) Includes option to purchase 7,500 shares of Common Stock which is
exercisable as of December 8, 2000, or will become exercisable within 60
days of such date.
(4) Such shares are not outstanding but may be purchased upon exercise of
options which are exercisable as of December 8, 2000, or will become
exercisable within 60 days of such date.
(5) Includes 608,750 shares, which may be purchased upon exercise of options
which are exercisable as of December 8, 2000, or will become exercisable
within 60 days of such date.
- 3 -
<PAGE> 6
ELECTION OF DIRECTORS
(PROPOSAL #1 AND #2)
GENERAL INFORMATION
The Bylaws of the Company provide that the number of directors, which shall
not be less than one, shall be determined by the Board of Directors or by the
shareholders. Accordingly, the Board of Directors recommends that the number of
directors be set at five and that five directors be elected at the Annual
Meeting. Under applicable Minnesota law, approval of the proposal to set the
number of directors at five, as well as the election of each nominee, requires
the affirmative vote of a majority of the voting power of the shares represented
in person or by proxy at the Annual Meeting with authority to vote on such
matter, but not less than the affirmative vote of 1,374,900 shares.
In the absence of other instructions, each proxy will be voted for each of
the nominees listed below. If elected, each nominee will serve until the next
annual meeting of shareholders and until his successor shall be elected and
qualified. If, prior to the meeting, it should become known that any of the
nominees will be unable to serve as a director after the meeting by reason of
death, incapacity or other unexpected occurrence, the proxies will be voted for
such substitute nominee as is selected by the Board of Directors or,
alternatively, not voted for any nominee. The Board of Directors has no reason
to believe that any nominee will be unable to serve.
The names and ages of all the director nominees and the positions held by
each with the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
----------------------------------------- ------- --------------------------------
<S> <C> <C>
G. Kent Archibald 60 Chairman, and Director
William D. Corneliuson(1),(2) 57 Director
Norman Dann (1),(2) 73 Director
Keith A. Libbey (1),(2) 63 Director
Timothy J. O'Malley 39 President, Chief Executive Officer and
Director
</TABLE>
-----------------------------------------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee
G. KENT ARCHIBALD is the Chairman and a director of the Company. He has
served in these positions since October 1991. In addition, Mr. Archibald served
as President and Chief Executive Officer from 1991 to 1999. From 1988 to 1991,
Mr. Archibald was a private consultant and investor. From 1978 to 1984, Mr.
Archibald was founder, President and Director of AVI, Inc., a medical device
company acquired by 3M Company's Medical Products Division in 1984. After this
acquisition, Mr. Archibald served until 1988 as a general manager and
engineering director for 3M. Prior to his involvement with AVI, Inc., Mr.
Archibald held engineering positions at 3M, Control Data Corporation, and The
Boeing Company, Inc. Mr. Archibald holds a B.S. degree in electrical engineering
and is a professional engineer in the State of Minnesota. He serves as a
director of RayMedica, Inc., a privately held company that is developing a
prosthetic disc nucleus.
WILLIAM D. CORNELIUSON, has been a director of the Company since May
1999. Mr. Corneliuson is President of B.C. Holdings, Inc., a registered
investment advisor. Mr. Corneliuson has been with B.C. Holdings, Inc., since
1993. Previously, Mr. Corneliuson was President, Co-Founder, and Vice Chairman
of the Board of Strong/Corneliuson Capital Management, Inc., from 1976 to 1993.
- 4 -
<PAGE> 7
NORMAN DANN, a director of the Company since August 1995, has extensive
experience in the medical device industry. Since 1992, Mr. Dann has been a
business consultant concentrating in the areas of venture capital, strategic
planning, marketing, and product development. Mr. Dann also currently serves as
a director of Minntech Corporation and several private companies. From 1980 to
1992, Mr. Dann served as an executive officer of and consultant to Pathfinder
Ventures, Inc., a venture capital firm ("Pathfinder"), and served as a general
partner of three of Pathfinder's funds and partnerships. From 1971 to 1977, Mr.
Dann served as Vice President of Sales and Marketing and Senior Vice President
of Development with Medtronic, Inc., a leading manufacturer of cardiac
pacemakers and other medical products. In 1960, Mr. Dann founded The Dann
Company, an independent representative and service organization for medical
products, which was acquired by Medtronic, Inc. in 1971. Mr. Dann holds a B.S.
degree in industrial engineering from Pennsylvania State University.
KEITH A. LIBBEY, has been a director of the Company since July 1999.
Mr. Libbey is Chairman Emeritus of the Board of Directors of Fredrikson & Byron,
P.A., a law firm in Minneapolis, Minnesota. Mr. Libbey has been with Fredrikson
& Byron, P.A. since 1969.
TIMOTHY J. O'MALLEY, is President and Chief Executive Officer and a
director of the Company. He has served in these positions since October 1999.
From 1984 until 1999, Mr. O'Malley was an employee of Siemens Medical Systems,
Inc. Throughout his employment he served in a variety of technical, sales,
marketing and general management roles. At the time of his departure from
Siemens, Mr. O'Malley was Vice President/Division Manager of Siemens Medical
Systems, Electromedical Division for North America. Prior to joining Siemens,
Mr. O'Malley worked as a biomedical engineer at a small privately held company
in the Chicago area, selling and supporting medical equipment service and
maintenance agreements. Mr. O'Malley received his Associates of Applied Science
degree in 1983 from Oakton College in Desplaines, Illinois and attended DePaul
University of Chicago from 1986 until 1991, with an emphasis in Business
Management and Marketing.
COMMITTEE AND BOARD MEETINGS
The Company's Board of Directors has two standing committees, the Audit
Committee and the Compensation Committee. The Audit Committee is responsible for
reviewing the Company's internal control procedures and the quarterly and annual
financial statements of the Company, and reviewing with the Company's
independent public accountants the results of the annual audit. The Audit
Committee held one formal meeting during fiscal 2000. The Compensation Committee
administers the Company's Stock Option Plan and recommends to the Board of
Directors from time to time the salaries and incentive compensation to be paid
to executive officers of the Company. The Compensation Committee held one formal
meeting during fiscal 2000. Members of both of such Committees also meet
informally from time to time throughout the year on Committee matters.
The directors often communicate informally to discuss the affairs of the
Company and, when appropriate, take formal Board action by unanimous written
consent of all directors, in accordance with Minnesota law, rather than hold
formal meetings. During fiscal 2000, the Board of Directors held sixteen formal
meetings. Each incumbent director attended 75% or more of the total number of
meetings (held during the period(s) for which he has been a director or served
on committee(s)) of the Board and of committee(s) of which he was a member.
- 5 -
<PAGE> 8
AUDIT COMMITTEE CHARTER AND REPORT CONCERNING FINANCING MATTERS
AUDIT COMMITTEE CHARTER
The Audit Committee operates pursuant to a Charter approved by the
Company's Board of Directors. The Audit Committee reports to the Board of
Directors and is responsible for overseeing and monitoring financial accounting
and reporting, the system of internal controls established by management and the
audit process of the Company. The Audit Committee Charter sets out the
responsibilities, authority and specific duties of the Audit Committee. The
Charter specifies, among other things, the structure and membership requirements
of the Committee, as well as the relationship of the Audit Committee to the
independent accountants, the internal audit department, and management of the
Company. A copy of the Audit Committee Charter is attached to this Proxy
Statement as Appendix A.
MEMBERSHIP
The Audit Committee consists of three members, all of whom are
"independent" under the Nasdaq listing standards as currently in effect. The
Company believes Committee members do not have any relationship to the Company
that may interfere with the exercise of independent judgment in carrying out the
responsibilities of a director. None of the Committee members is a current
officer or employee of the Company or its affiliates.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee, in its oversight role over (1) the Company's
financial accounting and reporting process, (2) the Company's system of internal
controls established by management and (3) the external audit processes, has met
with management and the independent auditors of the Company. Discussions about
the Company's audited financial statements included the independent auditor's
judgments about the quality, not just the acceptability, of the Company's
accounting principles and underlying estimates used in the Company's financial
statements, as well as other matters, as required by Statement on Auditing
Standards No. 61, Communication with Audit Committees ("SAS 61"), as amended by
SAS No. 90, Audit Committee Communications ("SAS 90"), and by the Audit
Committee Charter. In conjunction with the specific activities performed by the
Committee in its oversight role, it issued the following report as of July 6,
2000:
The Audit Committee has reviewed and discussed the audited financial
statements as of and for the year ended April 30, 2000 with management
of the Company.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 2000 for filing with the Securities and Exchange
Commission (the "SEC").
In conjunction with the specific activities performed by the Committee
in its oversight rule, it issued the following report as of November 27, 2000:
- 6 -
<PAGE> 9
1. The Audit Committee has commenced discussions with the independent
auditors regarding the matters required to be discussed by SAS 61
and SAS 90.
2. The Audit Committee expects to receive by January 31, 2001 from
the independent accountants, as required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit
Committee, (i) a written disclosure indicating all relationships,
if any, between the independent auditor and its related entities
and the Company and its related entities which, in the auditor's
professional judgment, reasonably may be thought to bear on the
auditor's independence, and (ii) a letter from the independent
auditor confirming that, in its professional judgment, it is
independent of the Company; and the Audit Committee has discussed
with the auditor the auditor's independence from the Company.
Members of the Audit Committee:
William D. Corneliuson
Norman Dann
Keith A. Libbey
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding
compensation earned or awarded to G. Kent Archibald, the Chairman and formerly
President and Chief Executive Officer of the Company, and Timothy J. O'Malley,
the President and Chief Executive Officer, during the Company's last three
fiscal years ended April 30, 2000, 1999, and 1998. No other executive officer of
the Company received total salary and bonus compensation in excess of $100,000
for fiscal 2000.
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
Securities
Underlying
Options (# of All Other
Name and Principal Position Year Salary Bonus shares)(1) Compensation
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
G. Kent Archibald, 2000 $ 82,922 --- 30,000(2) $4,500(3)
Chairman and former President and Chief 1999 150,000 --- --- 4,500(3)
Executive Officer 1998 150,000 --- --- 4,500(3)
----------------------------------------------------------------------------------------------------------------------
Timothy J. O'Malley, 2000 $96,808 --- 225,000 ---
President and Chief Executive Officer 1999 --- --- --- ---
1998 --- --- --- ---
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Number of shares of Common Stock subject to options that were granted
during the fiscal year.
(2) Reflects option for services as a director described under "Compensation
of Directors".
(3) Reflects the Company's contribution to executive's individual retirement
account under the Company's Simplified Employee Pension Plan.
- 7 -
<PAGE> 10
COMPENSATION OF DIRECTORS
Directors are not currently paid fees for attending meetings. Under the
Company's Stock Option Plan, each non-employee director receives an option to
purchase 30,000 shares of Common Stock upon his initial election to the Board.
Pursuant to such provision, in January 2000 Mr. Archibald received a
non-qualified option to purchase 30,000 shares of Common Stock at an exercise
price of $6.75 per share, in August 1995 Mr. Dann received a non-qualified
option of purchase 30,000 shares of Common Stock at an exercise price of $3.00
per share, in May 1999 Mr. Corneliuson received a non-qualified option to
purchase 30,000 shares of Common Stock at an exercise price of $8.94, and in
July 1999 Mr. Libbey received a non-qualified option to purchase 30,000 shares
of Common Stock at an exercise price of $7.50. Each such option is for a term of
ten years and vests over a four-year period. In addition, after three years of
service each non-employee director receives a ten-year non-qualified option for
10,000 shares, vesting after one year, each year he or she continues to serve as
a director. Mr. Dann received an option for 10,000 shares in November 1998 at an
exercise price of $13.50 and an option for 10,000 shares in November 1999 at an
exercise price of $6.75.
EMPLOYMENT AGREEMENTS
The company has non-compete and confidentiality agreements with its
employees. In addition, the company has a letter agreement of employment with
Mr. O'Malley. The letter agreement outlines the terms of Mr. O'Malley's stock
options and compensation plan. The letter agreement does not provide for any
severance benefits. The company does not have key man life insurance on Mr.
O'Malley. The company does not have an employment agreement with, or key man
life insurance on, any other individual.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding options to
purchase Medwave Common Stock granted pursuant to the Medwave Stock Incentive
Plan during Medwave's 2000 fiscal year to the persons named in the Summary
Compensation Table. No SARs were granted.
<TABLE>
<CAPTION>
Individual Grants
--------------------------------------------------------------------------------------------------
Percent of Potential Realizable Value
Number of Total at Assumed Annual Rates of
Securities Option/SARs Exercise Stock Price Appreciation
Underlying Granted to or Base for Option Term
Options/SARs Employees in Price Expiration Date ---------------------------
Name Granted (#) Fiscal Year ($/Sh) 5% ($) 10%($)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Timothy J. O'Malley 225,000(1) 49.5% $6.75 10/04/09 $1,092,751 $2,639,343
G. Kent Archibald 30,000(2) 6.6% $6.75 01/12/10 $145,676 $351,912
</TABLE>
(1) Exercisable annually as to 56,250 shares commencing October 4, 2000.
(2) Exercisable annually as to 7,500 shares commencing January 12, 2001
- 8 -
<PAGE> 11
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
The following table sets forth certain information concerning each
exercise of stock options during the fiscal year ended April 30, 2000 by each
Named Executive Officer and the aggregated fiscal year-end value of the
unexercised options of such Named Executive Officer.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised In-the-Money
Securities Underlying Options at Options at Fiscal Year- End ($)(1)
Fiscal Year-End (#)
----------------------------------- -----------------------------------
Shares
Acquired
on Value
Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
G. Kent Archibald - 0 - $ - 0 - 435,000 30,000 $2,338,750 $ 7,500
Timothy J. O'Malley -0- -0- ----- 225,000 ----- 56,250
</TABLE>
(1) Based on the difference between the closing price of the Company's
Common Stock at fiscal year-end and the option exercise price.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY The Compensation Committee is currently composed of
three of the Company's outside directors. The Compensation Committee's
responsibilities are to:
- Review and recommend compensation policies and compensation levels for
the Company's executive officers to the Board;
- Review and recommend plans to provide management continuity to the
Board; and
- Administer the Company's stock-based compensation plan. The
Compensation Committee determines who will participate in the Company's
stock-based compensation plans and the extent and terms of such
participation.
The Compensation Committee's objectives in recommending executive compensation
policies and compensation levels for the Company's executive officers are: (i)
to attract and retain qualified executive officers; (ii) to align the interest
of those executive officers with those of the Company's shareholders; and (iii)
to encourage the development of a cohesive management team. The Compensation
Committee believes that base salaries need to be competitive to attract and
retain qualified executive officers and that the executive officers need to be
provided with stock ownership opportunities to align their interests with those
of the Company's shareholders.
EXECUTIVE COMPENSATION PROGRAM COMPONENTS
The Company's executive compensation program focuses on Company and
individual performance as determined by the Compensation Committee. The
Compensation Committee places primary emphasis on Company performance rather
than individual performance in order to inspire the Company's executives to work
as a team to accomplish Company objectives. Components of the Company's
executive officer compensation program include base salary, bonus compensation,
and stock
- 9 -
<PAGE> 12
option grants, as well as various benefits which are presently available to all
employees of the Company. Each component of the executive officer compensation
program is discussed in greater detail below.
Base Salary The Compensation Committee's recommendations regarding the base
salary of each of the Company's executive officers are based on a number of
factors, including the executive officer's experience and past performance, the
level of skill and responsibility required by the executive's position and his
or her qualifications for the position. The Compensation Committee also
considers competitive salary information pertaining specifically to the medical
device industry as well as to companies of similar size in other industries. In
general, the Compensation Committee seeks to set executive officer base salary
at competitive levels in relation to the companies with which the Company
competes for executives. Base salaries are determined prior to the beginning of
each fiscal year following a review of the above factors by the Compensation
Committee and may also be adjusted based on Company performance and the
executive officer's impact thereon, cost of living, promotion, or merit factors.
The base salary compensation component for each executive officer, other than
Mr. O'Malley, was determined by Mr. O'Malley and reviewed and approved by the
Compensation Committee based on the factors discussed above.
Bonus Compensation The Compensation Committee has set up a Bonus Compensation
plan for Mr. O'Malley and for other Executive Officers and Managers of the
Company. The Bonus Compensation plan currently is established through April 30,
2001, and is designed to align the employee's short-term and mid-term goals with
the Company's short-term and mid-term goals. The Bonus Compensation plan
establishes performance goals, regarding revenue, gross margin, and net income
results for Mr.O'Malley. Mr. O'Malley and managers can earn a bonus of up to 30%
of base salary. For other executives and managers, performance objectives are
determined by Mr. O'Malley for each individual and then they are reviewed by the
Compensation Committee, and these generally have included performance goals
regarding gross revenue, gross margin, net income, expense levels, FDA
approvals, inventory levels, and product development time tables.
Stock Option Program By granting options to purchase Common Stock to the
executive officers of the Company, the Compensation Committee seeks to align the
long-term interests of the Company's executive officers with those of its
shareholders by creating a strong and direct nexus between executive
compensation and shareholder return and to enable executives to develop and
maintain a significant ownership position in the Company.
The Company's Amended and Restated Stock Option Plan (Stock Option Plan)
authorizes the Compensation Committee to issue executive officers incentive
stock options having an exercise price not less than the fair market value of
the Common Stock on the date of grant (or, for an incentive option granted to a
person holding more than 10% of the Company's voting stock, at not less than
110% of fair market value), and non-statutory options having an exercise price
not less than 85% of the fair market value of the Common Stock on the date of
grant. Options granted under the Stock Option Plan have a term fixed by the
Compensation Committee at the time of grant, which term may not exceed 10 years.
All other terms of options granted under the Stock Option Plan may be determined
by the Compensation Committee and different restrictions may be established with
respect to different recipients of stock options.
The Compensation Committee determines the number of options and the terms and
conditions of such options based on certain factors, including the past
performance of the executive officer, the executive officer's potential impact
on the achievement of the Company's objectives, past grants or awards of
stock-based compensation and on comparative compensation data regarding option
grants by companies within the medical device industry as well as within a
broader group of companies of comparable size
- 10 -
<PAGE> 13
and complexity. Additionally, options may be granted to an executive officer as
an incentive at the time the executive officer joins the Company.
In fiscal 2000, Mr. O'Malley received an award of 225,000 stock options
concurrent with assuming the positions of President and Chief Executive Officer
of the Company.
Benefits The Company provides medical insurance benefits as well as a SEP
retirement plan to the executive officers. The same benefits are available to
all Company employees. The amount of these benefits, as determined in accordance
with the rules of the Securities and Exchange Commission relating to executive
compensation, did not exceed 10% of each executive officer's annual salary for
fiscal 2000.
SECTION 162(M) Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), limits the deductibility of certain compensation paid to the chief
executive officer and each of the four other most highly compensated executives
of a publicly held corporation to $1,000,000. In fiscal 1999, the Company did
not pay "compensation" within the meaning of Section 162(m) to such executive
officers in excess of $1,000,000 and does not believe it will do so in the near
future. Therefore, the Company does not have a policy at this time regarding
qualifying compensation paid to its executive officers for deductibility under
Section 162(m), but will formulate such a policy if compensation levels ever
approach $1 million.
Members of the Compensation Committee
William D. Corneliuson
Norman Dann
Keith A. Libbey
- 11 -
<PAGE> 14
PERFORMANCE GRAPH
In accordance with the rules of the Securities and Exchange Commission, the
following performance graph compares the performance of the Company's Common
Stock on the Nasdaq Small Cap Market to an index for the Nasdaq Stock Market
(U.S. Companies) prepared by the Center for Research in Securities Prices and to
Nasdaq stocks for companies with an SIC code of 3840-3849, which is for
Surgical, Medical, and Dental Instruments and Supplies. The graph compares the
cumulative total stockholder return as of the end of each of the Company's
fiscal years on $100 invested since the Company went public on November, 1995
and assumes reinvestment of all dividends.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
LEGEND
Symbol CRSP Total Returns Index for: 11/1995 04/1996 04/1997 04/1998 04/1999 04/2000
------ ----------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
__________ |_| Medwave, Inc. 100.0 156.1 190.2 200.0 175.6 136.6
__ __ __ __ * Nasdaq Stock Market (US Companies) 100.0 112.8 118.8 177.6 248.6 369.0
----------- /\ NASDAQ Stocks (STC (8840 - 3849 US Companies) 100.0 108.9 89.3 123.6 144.6 161.2
Surgical, Medical, and Dental Instruments and
Supplies
NOTES:
A. The lines represent monthly Index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year -- end, is not a trading day, the preceding trading day is used.
D. The index level for all regions was net to $100.0 on 11/10/1995.
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- 12 -
<PAGE> 15
INDEPENDENT PUBLIC ACCOUNTANT
Ernst & Young, LLP acted as the Company's independent public accountant for
fiscal 2000. Representatives from Ernst & Young LLP are expected to be present
at the meeting, will be given an opportunity to make a statement regarding
financial and accounting matters of the Company if they so desire, and will be
available at the meeting to respond to appropriate questions from the Company's
shareholders.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than 10% of the
Company's Common Stock, to file with the Securities and Exchange Commission
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% shareholders ("Insiders") are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Form 5 was
required for such persons, the Company believes that during the fiscal year
ending April 30, 2000 all filing requirements applicable to its officers,
directors, and greater than 10% beneficial owners were complied with, except
that Norman Dann was late filing a form relating to an option grant.
OTHER BUSINESS
Management knows of no other matters to be presented at the meeting. If any
other matter properly comes before the meeting, the appointees named in the
proxies will vote the proxies in accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Company anticipates that the next annual meeting of shareholders will be
held within six months after the close of the current fiscal year. Accordingly,
any appropriate proposal submitted by a shareholder of the Company and intended
to be presented at the next annual meeting of shareholders must be received by
the Company by April 30, 2001, to be considered for inclusion in the Company's
proxy statement and related proxy for the next annual meeting.
Also, if a shareholder proposal intended to be presented at the next annual
meeting but not included in the Company's proxy statement and proxy is received
by the Company after July 16, 2001, then management named in the Company's proxy
form for the next annual meeting will have discretionary authority to vote
shares represented by such proxies on the shareholder proposal, if presented at
the meeting, without including information about the proposal in the Company's
proxy material.
- 13 -
<PAGE> 16
FORM 10-K
A COPY OF THE COMPANY'S FORM 10-K ANNUAL REPORT FOR THE FISCAL YEAR ENDED
APRIL 30, 2000 (WITHOUT EXHIBITS) ACCOMPANIES THIS NOTICE OF ANNUAL MEETING AND
PROXY STATEMENT. NO PORTION OF SUCH REPORT IS INCORPORATED HEREIN OR IS TO BE
CONSIDERED PROXY SOLICITING MATERIAL. THE COMPANY WILL FURNISH TO ANY
SHAREHOLDER, UPON WRITTEN REQUEST, ANY EXHIBIT DESCRIBED IN THE LIST
ACCOMPANYING THE FORM 10-K UPON THE PAYMENT, IN ADVANCE, OF REASONABLE FEES
RELATED TO THE COMPANY'S FURNISHING SUCH EXHIBIT(S). ANY SUCH REQUEST SHOULD
INCLUDE A REPRESENTATION THAT THE SHAREHOLDER WAS THE BENEFICIAL OWNER OF SHARES
OF MEDWAVE COMMON STOCK ON DECEMBER 8, 2000, THE RECORD DATE FOR THE 2001 ANNUAL
MEETING AND SHOULD BE DIRECTED TO MR. MARK T. BAKKO, CHIEF FINANCIAL OFFICER, AT
THE COMPANY'S PRINCIPAL ADDRESS.
BOARD OF THE BOARD OF DIRECTORS
Dated: December 11, 2000 Timothy J. O'Malley
Arden Hills, Minnesota President and Chief Executive Officer
- 14 -
<PAGE> 17
APPENDIX A
AUDIT COMMITTEE CHARTER OF
MEDWAVE, INC.
Committee Purpose
The Board of Directors ("Board") is the ultimate corporate governance
body of Medwave, Inc. ("Company"). As such, the Board is charged with overseeing
all material aspects of the Company's operations. To assist the Board in
performing its oversight role, and to help the Board meet its fiduciary duties
to the shareholders of the Company, the Board has created an audit committee
("Committee"). For its part, the Committee is charged with the active and
regular performance of the Board's supervision of the Company's internal control
systems, its external and internal audit process, and its external and internal
financial reporting process. This audit committee charter is intended to set
forth the roles, responsibilities, authority, and procedures of the Committee.
The Committee's main role includes a particular focus on the
qualitative aspects of financial reporting. Accordingly, one of the Committee's
main responsibilities will be to coordinate and control the Company's internal
control procedures, as well as its procedures for periodically reviewing and
assessing the effectiveness of its internal control procedures. Such internal
control procedures include, but are not limited to, those designed to identify,
manage, monitor, and ultimately account for and report on the business
transactions and risks arising from the Company's operating and non-operating
activities. The Committee's role will culminate with the annual preparation of
the Company's audited financial statements, which the Committee will recommend
to the Board as provided herein.
Committee Membership
The Committee shall consist of at least three (3) and no more than four
(4) independent directors. "Independent director" means a person other than an
individual having a relationship which, in the opinion of the Company's Board,
would interfere with the exercise of independent, disinterested judgment in
carrying out the responsibilities of a Committee member. Though not
all-inclusive, the following categories of people shall not be considered
independent for audit committee purposes:
(1) a director who is or was employed by the Company or any of its
affiliates for the current or any of the past three years;
(2) a director who is an immediate family member(1) of any
management-level employee of the Company;
(3) a director who personally accepted any compensation from the
corporation or any of its affiliates in excess of $60,000
during the previous fiscal year, other than compensation for
Board service, benefits under a tax-qualified retirement plan,
or non-discretionary compensation;
(4) a director who is a partner, controlling shareholder, or an
executive officer of any for-profit business organization to
which the Company made, or from which the company.
--------
(1) As used in this charter, the phrase "immediate family member" includes a
person's spouse, parents, children, siblings, mother-in-law, father-in-law,
brother-in-law, sister-in-law, son-in-law, daughter-in-law, and anyone who
resides in the director's home.
- 15 -
<PAGE> 18
received, payments (other than those arising solely from
investments in the securities of the Company or organization)
that exceed 5% of the Company's or organization's consolidated
gross revenues for that year, or $200,000, whichever is more,
in any of the past three years; and
(5) a director who is employed as an executive of another entity
where any of the Company's executives serve on that entity's
compensation committee.
Committee members shall have (1) knowledge of the primary industries in
which the Company operates; (2) the ability to read and understand fundamental
financial statements, including the Company's balance sheet, income statement,
statement of cashflow, and key performance indicators; and (3) the ability to
understand key business and financial risks and related controls and control
processes. One member, preferably the chairperson, must be literate in business
and financial reporting and control and have past employment experience in
finance or accounting or other comparable experience or background.
Structure
The Committee members shall be appointed by the Board, in accordance
with the preceding independence requirements. Each appointment shall be for an
indefinite term, but the Board may remove Committee members at any time by Board
action. If a Committee member is removed or resigns from the Committee, he or
she shall serve until a successor is appointed.
The Committee shall elect a chairperson annually. The chairperson shall
create the agenda for Committee meetings and otherwise preside over Committee
meetings. It is expected that the chairperson will ask for management and key
Committee advisors (e.g., director/manager of Company internal audit, Company
legal counsel, and Company external auditors) to participate in Committee
meetings as appropriate.
Meetings
The Committee shall meet at least four times annually (ideally, once
within 45 days from the end of each fiscal quarter). Additional meetings shall
be scheduled as considered necessary by the Committee chairperson. Minutes of
all meetings shall be recorded and maintained by the Committee.
Reporting to the Board
The Committee chairperson shall formally report (whether as required
pursuant to specific requirements herein or otherwise) to the Board at least
semi-annually. In addition, summaries of Committee minutes for all Committee
meetings held between each Board meeting, separately identifying all unusually
significant items, shall be made available to the Board at least one week prior
to the Board meeting to be held subsequent to such Committee meetings.
Quorum
A majority of the appointed Committee members shall constitute a quorum
and shall be able to conduct the Committee's business.
Committee Expectations and Information Needs
The Committee shall communicate Committee expectations regarding the
nature, timing, and extent of Committee information needs to management,
internal audit, and external parties including
- 16 -
<PAGE> 19
external auditors. At a minimum, summary written materials, including quarterly
financial statements with variance analyses (i.e., comparisons to both budget
and prior period actual results) and key performance trends and indicators shall
be received from management and internal/external auditors at least one week
prior to scheduled meetings. Meeting conduct will assume Board members have
reviewed written materials in sufficient depth to participate in Committee
and/or Board dialogue.
Duties and Responsibilities
In accordance with the Committee's purpose, it shall have the following
duties and responsibilities:
Audit & Review Function
- The Committee shall select, or nominate for selection by the
Board and/or shareholders, the Company's external auditors.
- The Committee shall annually ensure receipt of a formal written
statement from the external auditors consistent with
Independence Standards Board Standard 1. Additionally, the
Committee shall discuss with the external auditor any
relationships or services that may affect the external auditor's
objectivity or independence. If the Committee is not satisfied
with the external auditor's assurances of independence, it shall
take or recommend to the Board appropriate action to ensure the
independence of the external auditor.
- The Committee shall make clear to management and the external
auditor's that the external auditors must consider the Committee
to be its client and not management. Towards this end, the
Committee shall meet annually with the external auditors,
without management or others present, in order to assess the
performance and ethical disposition (i.e., the
"tone-at-the-top") of the financial and accounting management
and the effectiveness and independence of the internal auditors.
- The Committee shall annually review, with or without management
consultation, the performance (effectiveness, objectivity, and
independence) of the external auditors.
- The Committee shall annually consider the scope of the annual
audit, staffing of the annual audit, and accounting fees for the
annual audit to ensure that the economics support the scope and
staffing of the annual audit.
- The Committee shall review with the CFO or principal internal
auditor and external auditor the annual audit plans and
quarterly review plans of each, including the degree of
coordination and cooperation concerning the respective plans.
- The Committee shall inquire as to, and be satisfied with, the
extent to which the planned audit scope can be relied upon to
detect fraud or weaknesses in internal controls.
Risk Management Function
- The Committee shall ensure that the director/manager of internal
audit periodically reports (as deemed necessary) directly to the
Committee. The Committee shall meet with the internal auditor
director/manager and other key internal audit staff members at
least annually, without management or others present, to discuss
the adequacy of resources for the internal
- 17 -
<PAGE> 20
audit function and the level of cooperation that internal audit
receives from Company management.
- The Committee shall inquire of management, internal auditors,
and external auditors about the adequacy of the Company's
internal control procedures as a complete system, as well as the
discovery of any individually material gaps and/or failures in
the Company's internal control procedures.
- The Committee shall meet periodically with those members of
management responsible for Company risk assessment and risk
management to understand and evaluate the Company's risk
assessment and risk management efforts.
- The Committee shall instruct the internal and external auditors,
Chief Executive Officer, and Chief Financial Officer that the
Committee expects to be advised if there are areas of Company
operation that, consistent with the Committee's purpose, require
its special attention.
Financial Reporting Function
- The Committee shall obtain from management explanations for all
significant budget-to-actual variances in the financial
statements between relevant periods (e.g., year-to-year and
quarter-to-quarter), as well as trends and significant changes
in actual results between relevant periods.
- The Committee shall inquire about the existence and substance of
any significant accounting accruals, reserves, contingencies,
and estimates made by management that have a material impact on
the financial statements and of the external auditor's opinions
regarding the quality (i.e., adequacy, including over-adequacy)
of all such items.
- The Committee shall inquire as to the external auditor's views
about whether management's choices of accounting principles (and
their application of those accounting principles) are
conservative, moderate, or aggressive from the perspective of
income, asset, and liability recognition, and whether those
principles and practices are common or are minority practices.
- The Committee shall inquire as to any material changes in the
selection and/or application of accounting principles from the
prior period and of the effect of such changes in the Company's
financial statements (e.g., on earnings per share).
- The Committee shall inquire of management and the external
auditors to ascertain whether there were any significant
financial reporting issues that arose during the accounting
period and if so how they were resolved.
- The Committee shall review the letter of management
representations given to the external auditors and inquire
whether they encountered any difficulties in obtaining the
letter or any specific representations therein.
- The Committee shall discuss with management and the external
auditors the substance of any significant issues raised by
in-house and outside legal counsel concerning litigation,
contingencies, claims, or assessments and understand how such
matters are reflected in the Company's financial statements.
- 18 -
<PAGE> 21
- The Committee shall review with management the MD&A section of
the annual report and ask the extent to which the external
auditors reviewed the MD&A section and inquire of the external
auditors to ascertain whether the other sections of the annual
report to stockholders are consistent with the information
reflected in the financial statements.
- The Committee shall inquire of the external auditors to
determine whether footnote disclosures adequately clarify and
expand on the financial statements.
- The Committee shall, jointly with the Board, consider whether
the external auditors should meet with the Board to discuss any
matters relative to the financial statements and to answer any
questions that other directors may have.
- The Committee shall prepare an annual Audit Committee Report to
be presented to the Board. The Audit Committee Report shall
include, at a minimum, the following representations:
(1) that the Committee has reviewed and discussed the
audited financial statements with management;
(2) that the Committee has discussed with the independent
auditors the matters required to be discussed by SAS 61, as
may be modified or supplemented;
(3) that the Committee has received the written disclosures
and the letter from the independent accountants required by
Independence Standards Board Standard No. 1 (Independence
Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has
discussed with the independent accountant the independent
accountant's independence;
(4) that, based on the review and discussions referred to in
paragraphs (1) through (3) of this item, the Committee
recommends (or declines to recommend) to the Board of
Directors that the audited financial statements be included in
the company's Annual Report on Form 10-K for the last fiscal
year for filing with the Commission; and
(5) that the individual Committee members, and the Committee
in the aggregate, complies with the Committee Membership
requirements set forth in this charter.
The Audit Committee Report may include other information that the
Committee deems appropriate. The Committee will prepare the Audit
Committee Report with the understanding that its representations will
in used by the Board and the Company to comply with Item 306 of
Regulation S-K and Item 7(e)(3) of Schedule 14A as those regulations
affect the Company.
General
- The Committee shall assess and report to the Board on its
compliance with this charter on an annual basis. This
information may be included in the Audit Committee Report
referred to above. The Board shall consider the Committee's
report to the Board pursuant to this requirement (and the Audit
Committee Report if prepared separately) to determine if changes
to the Committee membership (e.g., composition and member
number) are appropriate.
- 19 -
<PAGE> 22
- The Committee shall recommend to the Board any necessary changes
to this charter on an annual basis.
- The Committee shall conduct an appropriate review of all
proposed related party transactions that are individually in
excess of $50,000.00 in order to ensure that such transactions
are on terms that are materially similar to those that could be
obtained in arms-length transactions with independent third
parties or are otherwise fair to and in the best interests of
the Company. Documentation of each such review and the
Committee's recommendation to the Board regarding whether the
Board should approve or disapprove of the relevant related party
transaction shall be maintained by the Committee.
Authority
The Committee has authority to:
- Conduct such studies, analyses, and evaluations necessary to
perform the duties and fulfill the responsibilities assigned to
it by the Board.
- Have full and independent access to Company personnel, after
first notifying the Chief Executive Officer or the Chief
Financial Officer of the intention to interview personnel
(excluding the director/manager of internal audit who may be
consulted without notice).
- Have full and independent access to Company financial and other
information.
- Seek and employ such outside consulting assistance as it
determines necessary to fulfill its responsibilities. To the
extent the Committee determines to expend in excess of $50,000
during any fiscal year on such consulting assistance, it shall
seek approval from the Board of such excess expenditures.
- Take or cause to be taken all necessary action in order to
implement and carry out its responsibilities pursuant to this
charter.
- 20 -
<PAGE> 23
\/ Please detach here \/
--------------------------------------------------------------------------------
MEDWAVE, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints TIMOTHY J. O'MALLEY and MARK T. BAKKO, or
either of them acting alone, with full power of substitution, as proxies to
represent and vote, as designated on the reverse side, all the shares of Common
Stock of Medwave, Inc. registered in the name of the undersigned, at the Annual
Meeting of the Shareholders to be held on Wednesday, January 17, 2001 at 3:00
p.m., Central Standard Time, at the Minneapolis Offices of Fredrikson & Byron in
the Pipestone Conference Room on the 13th Floor of International Centre, 900
Second Avenue South, Minneapolis, Minnesota, and at all adjournments of such
meeting. The undersigned hereby revokes all proxies previously granted with
respect to such meeting.
--------------------------------------------------------------------------------
<PAGE> 24
<TABLE>
<S><C>
\/ Please detach here \/
------------------------------------------------------------------------------------------------------------------------------------
---- ----
| The Board of Directors recommends that you vote "FOR" the following proposals: |
| |
1. SET NUMBER OF DIRECTORS AT FIVE: [ ] For [ ] Against [ ] Abstain
2. ELECT DIRECTORS: 01 G. Kent Archibald 04 Keith A. Libbey [ ] FOR all nominees (except [ ] WITHHOLD AUTHORITY
02 William D. Corneliuson 05 Timothy J. O'Malley as marked to the contrary) to vote for all
03 Norman Dann nominees listed at
left
(Instructions: To withhold authority to vote for any indicated nominee, -------------------------------------------
write that nominee's number in the box provided to the right.) | |
3. OTHER MATTERS. In their discretion, the appointed proxies are authorize | |
to vote upon such other business as may properly come before the Meeting or -------------------------------------------
any adjournment.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN FOR A PARTICULAR PROPOSAL, WILL BE VOTED FOR SUCH
PROPOSAL.
Address Change? Mark Box [ ] Date
Indicate changes below: ----------------------------
-------------------------------------------
| |
| |
-------------------------------------------
Signature(s) in Box
PLEASE DATE AND SIGN ABOVE exactly as name
appears at the left, indicating, where
representative appropriate, official position
or capacity. If stock is held in joint tenancy,
each joint owner should sign.
| |
| |
---- ----
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
