<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
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SCOPE INDUSTRIES
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
John J. Crowley
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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 transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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:
- --------------------------------------------------------------------------------
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2
SCOPE INDUSTRIES
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 22, 1996
------------------------
To the Shareholders of
Scope Industries:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of Scope
Industries will be held on Tuesday, October 22, 1996, at 2:00 o'clock P.M.,
California time, at Scope Industries, 233 Wilshire Boulevard, Suite 310, Santa
Monica, California 90401, for the following purposes:
1. To elect a board of five directors to serve for the ensuing year
and until their successors have been elected and qualified. The nominees
for election to the board are Robert Henigson, Meyer Luskin, William H.
Mannon, Franklin Redlich, and Paul D. Saltman, Ph.D.
2. To transact such other business as may properly come before the
Annual Meeting or adjournments thereof.
Only holders of shares of record on the books of the Corporation at the
close of business on August 30, 1996 are entitled to notice of, and to vote at,
the Annual Meeting or any adjournment or adjournments thereof. The transfer
books will not be closed.
A Proxy Statement and a proxy are enclosed with this Notice. All
shareholders are requested to attend the Annual Meeting. However, whether or not
you plan to attend in person, you are requested to fill in, sign and mail the
enclosed proxy as promptly as possible in the enclosed envelope to which no
postage need be affixed if it is mailed in the United States. The giving of such
proxy will not affect your right to vote in person if you attend the Annual
Meeting.
By Order of the Board of Directors,
ELEANOR R. SMITH
Secretary
Santa Monica, California
September 11, 1996
<PAGE> 3
SCOPE INDUSTRIES
233 WILSHIRE BOULEVARD, SUITE 310, SANTA MONICA, CALIFORNIA 90401
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 22, 1996
------------------------
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of
Scope Industries (the "Corporation") for use at the Annual Meeting of its
shareholders to be held at Scope Industries, 233 Wilshire Boulevard, Suite 310,
Santa Monica, California 90401, on Tuesday, October 22, 1996 at 2:00 o'clock
P.M., California time, or at any adjournment thereof, for the purposes set forth
in the accompanying Notice of said Annual Meeting.
INFORMATION CONCERNING PROXY
The persons named as proxies were selected by the Board of Directors. The
shares represented by the proxies will be voted at the Annual Meeting. The cost
of solicitation of proxies will be borne by the Corporation. Solicitation by the
Board of Directors will be by mail. In addition to solicitation by mail, certain
officers and agents of the Corporation may solicit proxies by telephone,
telegraph and personal interview (the cost of which will be nominal). It is
anticipated that banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward soliciting material to beneficial
owners and to obtain authorizations for the execution of proxies. They will be
reimbursed by the Corporation for their out-of-pocket expenses incurred in
connection therewith.
The only matter of business which the Corporation's management intends to
present at the Annual Meeting is the election of five directors to serve for the
ensuing year and until their successors are elected and qualified.
Shareholders who execute proxies may revoke them at any time before they
are voted. Revocation may be effected by filing with the Secretary of the
Corporation either an instrument revoking the proxy or a proxy bearing a later
date, duly executed by the shareholder, or by written notice to the Corporation
of the death or incapacity of the shareholder who executed the proxy. In
addition, the powers of a proxy holder are suspended if the person executing the
proxy is present at the Annual Meeting and elects to vote in person.
An Annual Report with certified financial statements for the fiscal year
ended June 30, 1996 accompanied by a letter from the President to the
shareholders, is included herewith. Such report and letter are not incorporated
in, and are not a part of, this Proxy Statement and do not constitute
proxy-soliciting material. The Corporation intends to mail this Proxy Statement
and accompanying material on or about September 11, 1996.
INFORMATION CONCERNING THE CORPORATION'S SECURITIES
Shares of common stock (hereinafter sometimes called "shares") are the only
voting securities of the Corporation. There were issued and outstanding at July
31, 1996, a total of 1,190,665 shares, all of which may be voted at the Annual
Meeting. Only holders of shares of record on the books of the Corporation at the
close of business on August 30, 1996 will be entitled to vote at the Annual
Meeting.
In the election of directors, shareholders are entitled to cumulate their
votes for candidates whose names have been placed in nomination prior to the
voting, if a shareholder has given notice at the Annual Meeting prior to the
voting of his or her intention to cumulate votes. If votes for directors are to
be cumulated, each share has the number of votes equal to the number of
directors to be elected, which votes may be cast for one candidate or
distributed among two or more candidates. On all matters other than election of
directors, each share has one vote.
<PAGE> 4
The proxies solicited by the Corporation's Board of Directors will be voted
for the election of the nominees named below and votes will be cumulated, if
applicable, in such manner as the proxy holders may determine in their
discretion unless, and to the extent, authority to do so is withheld in the
enclosed proxy. If for any reason, one or more of the nominees should be unable
to serve or refuse to serve as director (an event which the Board of Directors
does not anticipate), the persons named in the enclosed proxy will vote for
another candidate or candidates nominated by the Corporation's Board of
Directors, and discretionary authority to do so is included in the proxy.
The following table presents the beneficial ownership of the Corporation's
shares by each beneficial owner of more than 5% of the Corporation's shares on
July 31, 1996. Except as indicated below, there is no person known to the
Corporation who owns beneficially 5% or more of the Corporation's shares.
<TABLE>
<CAPTION>
PERCENT OF
NAME OF AMOUNT AND NATURE OUTSTANDING
BENEFICIAL OWNER(1) OF BENEFICIAL OWNER(2) COMMON STOCK
--------------------------------------------------- ---------------------- ------------
<S> <C> <C>
Meyer Luskin 602,550 shares(3) 50.4%
Paul D. Saltman, Ph. D. 71,000 shares 6.0%
Robert Henigson 74,900 shares(4) 6.3%
</TABLE>
- ---------------
(1) The address of each person named in the table is c/o Scope Industries, 233
Wilshire Blvd., Ste. 310, Santa Moncia, California 90401.
(2) The named beneficial owners have sole voting and investment power with
respect to the listed shares, except as otherwise indicated in the footnotes
below.
(3) Includes 3,750 currently unissued shares, subject to options, which shares
Mr. Luskin has a right to acquire within 60 days. Mr. Luskin holds the
shares jointly with his wife as co-trustees of a family trust.
(4) Includes 700 shares held as trustee for his adult children, as to which
beneficial interest is disclaimed.
The following table presents the beneficial ownership of the Corporation's
shares by each director, each nominee for director and each executive officer
named in the Summary Compensation Table and all directors and executive officers
as a group on July 31, 1996.
<TABLE>
<CAPTION>
PERCENT OF
NAME OF AMOUNT AND NATURE OUTSTANDING
BENEFICIAL OWNER(1) OF BENEFICIAL OWNER(2) COMMON STOCK
--------------------------------------------------- ---------------------- ------------
<S> <C> <C>
Meyer Luskin 602,550 shares(3) 50.4%
Paul D. Saltman, Ph.D. 71,000 shares 6.0%
Robert Henigson 74,900 shares(4) 6.3%
Franklin Redlich 1,200 shares 0.1%
William H. Mannon 13,264 shares 1.1%
F. Duane Turney 0 shares 0.0%
John J. Crowley 4,750 shares(3) 0.4%
All Directors and Executive Officers as a group (8
persons) 779,096 shares(5) 64.9%
</TABLE>
- ---------------
(1) The address of each person named in the table is c/o Scope Industries, 233
Wilshire Blvd., Suite 310, Santa Monica, California 90401.
(2) The named beneficial owners have sole voting and investment power with
respect to the listed shares, except as otherwise indicated in the footnotes
below.
(3) Includes 3,750 and 2,750 currently unissued shares, subject to options,
which Messrs Luskin, and Crowley, respectively, have a right to acquire
within 60 days. Mr. Luskin holds his shares jointly with his wife as
co-trustees of a family trust.
(4) Includes 700 shares held as trustee for his adult children, as to which
beneficial interest is disclaimed.
2
<PAGE> 5
(5) Includes 9,250 currently unissued shares, subject to options, which certain
executive officers have a right to acquire within 60 days.
ELECTION OF DIRECTORS AND INFORMATION AS TO NOMINEES
Each of the five incumbent directors who comprise the Board has been
elected to serve until the next succeeding Annual Meeting of Shareholders and
the election and qualification of his successor. The term of office of each
present director of the Corporation expires October 22, 1996, which is the date
of the Annual Meeting. Five directors of the Corporation will be elected at the
Meeting. Richard L. Fruin, Jr. was appointed a Los Angeles County Superior Court
Judge and as a result has indicated he is not a candidate for re-election as a
director. The nominees of the Board of Directors for election at the Meeting as
directors of the Corporation and certain information concerning such nominees
follows. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF EACH NOMINEE AS A DIRECTOR OF THE CORPORATION.
ROBERT HENIGSON, is an investor and retired attorney. He was previously a
director of the Corporation from May 1969 until August 1987. Mr. Henigson holds
Bachelor of Science and Master of Science degrees from the California Institute
of Technology. He received his L.L.B. from Harvard Law School. Mr. Henigson is a
director of Myricom, Incorporated, Reliance Steel & Aluminum Co., Inc. and
Stamet, Inc. He is 70 years old.
MEYER LUSKIN, the Chairman of the Board of Directors, President and Chief
Executive Officer of the Corporation since 1961, has been a director of the
Corporation since November 1958. Mr. Luskin received a Bachelor of Arts degree
from University of California at Los Angeles and a Master of Business
Administration degree from Stanford University. Mr. Luskin is responsible
primarily for the formation of overall corporate policy and operations of the
Corporation's main business groups and has been an employee of the Corporation
since 1961. Mr. Luskin is a director of Opto Sensors, Inc. and of Stamet, Inc.
He is 70 years old.
Member: Retirement Savings Plan Committee; Retirement Profit Sharing Plan
Committee
WILLIAM H. MANNON, a director of the Corporation since September 1966,
served as Vice President and Secretary of the Corporation from 1966 until his
retirement in August 1986. Since his retirement, Mr. Mannon has served as a
consultant to the Corporation. He was previously a director of the Corporation
from May 1953 until May 1958 and again from September 1962 until November 1965.
Mr. Mannon holds a Bachelor of Arts degree from Stanford University in Mineral
Sciences. He is 75 years old.
Member: Audit Committee
FRANKLIN REDLICH, a director of the Corporation since September 1968, was
the President of Holiday Stores, a retail dealer in hardware from 1956 until his
retirement in 1993. Mr. Redlich received his Bachelor of Arts and Master of
Business Administration degrees from Stanford University. He is 69 years old.
Member: Audit Committee; Stock Option Committee
PAUL D. SALTMAN, PH.D., a director of the Corporation since September 1969,
has been professor of biology at the University of California at San Diego since
1972. Dr. Saltman holds Bachelor of Science and Doctorate degrees from the
California Institute of Technology. He is 68 years old.
Member: Stock Option Committee
It is intended that proxies given to the persons named in the accompanying
proxy will be voted for the election of the nominees above named unless directed
otherwise. In voting the proxies for election of directors, the persons named in
the proxies have the right to cumulate the votes for directors covered by said
proxies (unless otherwise instructed) on the principle described above under the
caption "Information Concerning the Corporation's Securities" and may do so if
such action is deemed desirable.
The term of office for each director elected at the annual meeting will
expire on October 28, 1997, provided that, if for any reason an election of
directors is not held on October 28, 1997, the directors who are
3
<PAGE> 6
elected at the Annual Meeting on October 22, 1996 will continue to serve until
their respective successors have been elected and qualified.
Four of the nominees for the office of director are currently directors of
the Corporation, and were elected to their present term of office by vote of the
shareholders of the Corporation at the Annual Meeting of Shareholders held
October 24, 1995. Mr. Henigson was previously a director of the Corporation from
May 1969 until August 1987.
Although it is not contemplated that any nominee will decline or be unable
to serve as a director, in the event that at the date of the Annual Meeting or
any adjournment thereof any nominee declines or is unable to serve, the proxies
will be voted for such other person for director as the Board of Directors may
select or, if no person is so selected, as the persons named in the proxies may,
in their discretion, select.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR ALL NOMINEES TO BE MEMBERS
OF THE BOARD OF DIRECTORS.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION
FISCAL COMPENSATION AWARDS
YEAR ---------------- OPTIONS/ ALL OTHER
ENDED SALARY BONUS SARS COMPENSATION
NAME AND POSITION JUNE 30 ($) ($) (#) ($)(1)
- --------------------------------------------- -------- -------- ----- ------------ ------------
<S> <C> <C> <C> <C> <C>
Meyer Luskin 1996 $454,808 $ 0 3,000 $127,259
Chairman, President and 1995 438,839 0 3,000 58,938
Chief Executive Officer 1994 427,000 0 0 42,640
F. Duane Turney 1996 128,475 0 0 6,600
President of subsidiary 1995 125,000 0 0 0
(Scope Beauty Enterprises, Inc.) 1994 125,000 0 0 0
John J. Crowley 1996 125,546 0 3,000 51,704
Vice President-Finance and 1995 118,369 0 3,000 20,736
Chief Financial Officer 1994 111,671 0 0 11,195
</TABLE>
- ---------------
(1) "All Other Compensation" includes the Corporation's 100% matching
contributions to the Retirement Savings Plan for Officers and Executives and
contributions to the Retirement Profit Sharing Plan.
No other executive officer of the Corporation received salary and bonus of
more than $100,000 during fiscal 1996.
FISCAL 1996 OPTION GRANTS
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
% OF TOTAL STOCK PRICE
NUMBER OF OPTIONS/ APPRECIATION FOR
SECURITIES SARS OPTION
UNDERLYING GRANTED TO EXERCISE OR TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION -------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SH)(2) DATE(3) 5%($) 10%($)
- ----------------------------- ------------- ------------ ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Meyer Luskin 3,000 33.3% $ 35.20 01/16/01 $16,923 $49,009
F. Duane Turney 0 0 N/A N/A N/A N/A
John J. Crowley 3,000 33.3% 32.00 01/16/01 26,523 58,609
</TABLE>
- ---------------
(1) Options to purchase shares become exercisable on a cumulative basis at 25%
each year, commencing with the second year.
(2) Options were granted at the fair market value of such shares on the date
options were granted, except those options granted to Mr. Luskin who owns
shares of the Corporation representing more than 10% of
4
<PAGE> 7
its total voting power and whose options were granted at 110% of the fair
market value of such shares on the date options were granted.
(3) Options granted in the fiscal year expire five years after the date of the
grant.
FISCAL YEAR 1996 AGGREGATED OPTION EXERCISES AND FISCAL YEAR END OPTION VALUES
No options were exercised during Fiscal 1996 by any of the executive
officers identified in the Summary Compensation Table. No Stock Appreciation
Rights (SARs) are held by any of the named executive officers.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END(1)
---------------------------- --------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) (#) ($) ($)
---------------------------------------- ----------- ------------- ----------- -----------
<S> <C> <C> <C> <C>
Meyer Luskin 3,750 5,250 $19,461 $25,847
F. Duane Turney 0 0 0 0
John J. Crowley 2,750 5,250 23,219 41,156
</TABLE>
- ---------------
(1) Market value of the underlying securities at fiscal year-end minus the
exercise price of "in-the-money" options.
CERTAIN RELATED TRANSACTIONS
On April 24, 1990, the Corporation loaned Opto Sensors, Inc. $2,500,000.
Meyer Luskin, an officer and director of the Corporation, is also a director of
Opto Sensors, Inc. Under the terms of the Promissory Note, Opto Sensors is to
pay the Corporation interest at the rate of 1 1/2% over the prime rate
established by Bank of America. The principal was originally due and payable 5
years from the date of the note. In January 1995 the maturity date of the
principal was extended to 7 years from the date of the note which is April 23,
1997. Interest is payable quarterly. On July 31, 1996, $4,675 in interest had
accrued. As a condition of the loan, the Corporation received warrants to
purchase 1,250,000 shares of preferred stock of Opto Sensors. The warrants
expire on the later of April 23, 1997 or 30 days after repayment of the Note.
During the fiscal year ended June 30, 1996, the Corporation paid fees to
Arter & Hadden, in the approximate amount of $325,000 for legal services
rendered. Richard L. Fruin, Jr., was a director of the Corporation, and was a
partner of Arter & Hadden during a portion of the fiscal year.
William H. Mannon, who is a director of the Corporation, has acted as
consultant to the Corporation since his retirement in 1986 and has been
compensated for his services at the rate of $1,000 per month. The Corporation
expects to continue to consult with Mr. Mannon in the near future. On December
18, 1995 Mr. Mannon sold 1,000 shares of the Corporation's common stock to the
Corporation for a purchase price of $31.75 per share, the market price on that
date, or a total of $31,750.
DIRECTORS' COMPENSATION
From July 1, 1995 through June 30, 1996, each outside director of the
Corporation received a fee of $1,250 for each of the Board of Directors meetings
attended.
MEETINGS OF THE BOARD OF DIRECTORS
AND FUNCTIONS OF COMMITTEES
During the fiscal year July 1, 1995 through June 30, 1996, the Board of
Directors of the Corporation held four regular meetings. All directors attended
all the meetings. No person attended fewer than 75% of the aggregate of the
total number of Board meetings and the total number of committee meetings held
by the committee on which he served.
5
<PAGE> 8
The committees of the Board of Directors are the Audit Committee, the
Retirement Savings Plan Committee, the Retirement Profit Sharing Plan Committee
and the Stock Option Committee. In addition to Mr. Luskin, Mr. Crowley and Ms.
Eleanor Smith serve on both the Retirement Savings Plan Committee and the
Retirement Profit Sharing Plan Committee. Messrs. Redlich and Mannon currently
serve on the Audit Committee. Messrs. Redlich and Saltman currently serve on the
Stock Option Committee. All of the committees met once formally during the last
fiscal year, although the members of each committee confer informally from time
to time.
The Audit Committee confers formally with the Corporation's independent
auditor once annually, as well as with the members of the Corporation's
management and those performing internal accounting functions, to inquire as to
the manner in which the respective responsibilities of these groups and
individuals are being discharged. Reports of the Audit Committee's findings are
made to the Board of Directors. The Audit Committee makes recommendations to the
Board of Directors with respect to the scope of the audit conducted by the
independent auditors of the Corporation and the related fees, the accounting
principles being applied by the Corporation in financial reporting, the scope of
internal financial accounting procedures and the adequacy of internal controls.
The Retirement Savings Plan, Retirement Profit Sharing Plan and Stock
Option Committees monitor the respective plans. Their functions include an
overview of proper compliance with the requirements of the respective plans and
periodic reports to the Board of Directors.
The Corporation has no standing Nominating Committee or Compensation
Committee at the present time. Nominations for the Board of Directors are made
and considered by the Board of Directors as a whole. Compensation policies are
also considered and established by the Board of Directors acting as a whole.
COMPLIANCE WITH SECTION 16(A)
The Corporation is not aware of any officer, director or beneficial owner
of more than 10% of the Corporation's common stock who failed to file on a
timely basis any reports required by Section 16(a) of the Securities and
Exchange Act of 1934, as amended, during the fiscal year ended June 30, 1996.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP has acted as the Corporation's independent auditors
since April 1988. A representative of Deloitte & Touche LLP will be present at
the Annual Meeting, will have an opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
OTHER MATTERS
While management has no reason to believe that any other business will be
presented, if any other matters should properly come before the Annual Meeting,
the proxies will be voted as to such matters in accordance with the best
judgment of the proxy holders.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals intended to be presented at the 1997 Annual Meeting
and included in the Corporation's proxy materials relating to such meeting must
be received not later than May 15, 1997. Such proposals must be addressed to the
Secretary of the Corporation.
6
<PAGE> 9
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY SHAREHOLDER, UPON
WRITTEN REQUEST DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS ADDRESS
APPEARING AT THE TOP OF THE FIRST PAGE OF THIS PROXY STATEMENT, A COPY OF ITS
MOST RECENT ANNUAL REPORT ON FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
By Order of the Board of Directors,
Eleanor R. Smith
Secretary
Santa Monica, California
September 11, 1996
7
<PAGE> 10
(LOGO) PROXY
SCOPE INDUSTRIES
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 22, 1996
This proxy is solicited on behalf of the Board of Directors
The undersigned shareholder of SCOPE INDUSTRIES (the "Corporation") hereby
appoints MEYER LUSKIN, ELEANOR R. SMITH and JOHN J. CROWLEY, and each of them,
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote all shares of
stock of the Corporation which the undersigned may be entitled to vote at the
Annual Meeting of Shareholders of the Corporation to be held at Scope
Industries, 233 Wilshire Blvd., Suite 310, Santa Monica, CA 90401, at the hour
of 2:00 o'clock P.M., California time on Tuesday, October 22, 1996 or at any
adjournment thereof.
Any proxy heretofore given with respect to the shares covered by this proxy is
hereby revoked. A majority of said proxies present and acting at the meeting
(or if only one shall be present and acting, then that one) shall have and may
exercise all of the powers of all said proxies hereunder. THE SHARES
REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
SUCH SHARES SHALL BE VOTED FOR THE ELECTION AS A DIRECTOR OF EACH NOMINEE NAMED
BELOW (AND VOTES WILL BE CUMULATED, IF APPLICABLE, IN SUCH MANNER AS THE PROXY
HOLDERS MAY DETERMINE IN THEIR DISCRETION) AND AS THE PROXY HOLDERS DETERMINE
IN THEIR DISCRETION AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE
MEETING. Receipt of the accompanying proxy statement is hereby acknowledged
by the undersigned shareholder.
<TABLE>
<CAPTION>
<S> <C>
Please mark ____
your votes as
indicated in X
this example. ____
FOR WITHHOLD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE all nominees listed AUTHORITY
FOLLOWING PROPOSALS. below (except as to vote for
marked to the all nominees
1. ELECTION OF DIRECTORS contrary below) listed below
Robert Henigson Franklin Redlich
Meyer Luskin Paul D. Saltman, Ph.D. [ ] [ ]
William H. Mannon
(Instruction: To withhold authority to vote for The giving of this proxy does not affect the right of the
any individual nominee strike a line through undersigned shareholder to vote in person should such
the nominee's name in the list above.) shareholder attend the meeting. This proxy may be
revoked at any time before it is voted.
PLEASE SIGN AND DATE THIS PROXY AND RETURN PROMPTLY.
2. In their discretion on such matters as may properly come before the meeting or any adjournment thereof.
Signature(s)____________________________________________________________________________________________ Date __________________
Please sign as name appears herein. Joint owners should each sign.
</TABLE>
