<PAGE>
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:
[X] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WIRELESS TELECOM GROUP, INC.
.......................................................................
(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):
[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:
.................................................................
(4) Date Filed:
................................................................
<PAGE>
WIRELESS TELECOM GROUP, INC.
EAST 64 MIDLAND AVENUE
PARAMUS, NEW JERSEY 07652
(201) 261-8797
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, AUGUST 25, 2000
To the Stockholders of
WIRELESS TELECOM GROUP, INC.:
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Wireless
Telecom Group, Inc., a New Jersey corporation (the 'Company'), will be held at
the Radisson Inn, 601 From Road, Paramus, New Jersey 07652, on Friday, August
25, 2000, at 10:00 a.m., local time (the 'Meeting'), for the following purposes:
1. To elect each Edward Garcia, John Wilchek, Demir Richard Eden, Franklin
H. Blecher and Henry L. Bachman as a member of the Company's Board of
Directors, for a term of one year or until their respective successors
are elected and qualified; and
2. To amend the Company's certificate of incorporation (the 'Certificate of
Incorporation') to increase the number of shares of common stock
authorized for issuance by the Company from 30 million to 75 million; and
3. To approve the Company's 2000 Stock Option Plan under which the Company's
compensation committee of the Board of Directors may grant incentive
stock options and nonqualified stock options to purchase up to 1,500,000
shares of Common Stock, $.01 par value per shares (the 'Common Stock') of
the Company to employees, officers, directors, consultants and advisors;
and
4. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The close of business on Monday, July 10, 2000 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting. The transfer books of the Company will not be closed.
All stockholders are cordially invited to attend the Meeting. Whether or not
you expect to attend, you are requested to sign, date and return the enclosed
proxy promptly. Stockholders who execute proxies retain the right to revoke them
at any time prior to the voting thereof by (i) filing written notice of such
revocation with the Secretary of the Company, (ii) submission of a duly executed
proxy bearing a later date or (iii) voting in person at the Meeting. Attendance
at the Meeting will not in and of itself constitute revocation of a proxy. Any
written notice revoking a proxy should be sent to: Ms. Reed E. DuBow, Secretary,
Wireless Telecom Group, Inc., East 64 Midland Avenue, Paramus, New Jersey 07652.
A return envelope which requires no postage if mailed in the United States is
enclosed for your convenience.
By Order of the Board of Directors,
REED E. DUBOW
Secretary
Dated: July 12, 2000
<PAGE>
WIRELESS TELECOM GROUP, INC.
EAST 64 MIDLAND AVENUE
PARAMUS, NEW JERSEY 07652
(201) 261-8797
-------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
FRIDAY, AUGUST 25, 2000
-------------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Wireless Telecom Group, Inc., a New Jersey corporation
(the 'Company'), of proxies in the enclosed form for the Annual Meeting of
Stockholders to be held at the Radisson Inn, 601 From Road, Paramus, New Jersey
07652, on Friday, August 25, 2000, at 10:00 a.m., local time, and for any
adjournment or adjournments thereof, for the purposes set forth in the foregoing
Notice of Annual Meeting of Stockholders (the 'Meeting'). The persons named in
the enclosed proxy form will vote the shares of the Company's common stock, par
value $.01 per share (the 'Common Stock'), for which they are appointed in
accordance with the directions of the stockholders appointing them. In the
absence of such directions, such shares will be voted 'FOR' Proposals 1 through
3 set forth herein and, in their best judgment, will be voted on any other
matters as may come before the Meeting. Any stockholder giving a proxy has the
power to revoke such proxy at any time before it is voted by (i) filing written
notice of such revocation with the Secretary of the Company, (ii) submission of
a duly executed proxy bearing a later date or (iii) voting in person at the
Meeting. Attendance at the Meeting will not in and of itself constitute a
revocation of a proxy. Any written notice revoking a proxy should be sent to:
Ms. Reed E. DuBow, Secretary, Wireless Telecom Group, Inc., East 64 Midland
Avenue, Paramus, New Jersey 07652. A return envelope which requires no postage
if mailed in the United States is enclosed herewith for your convenience.
The principal executive offices of the Company are located at East 64
Midland Avenue, Paramus, New Jersey 07652. The approximate date on which this
Proxy Statement and the accompanying form of proxy will first be sent or given
to the Company's stockholders is July 12, 2000 (the 'Mailing Date').
VOTING SECURITIES
Only holders of shares of the Company's Common Stock of record at the close
of business on July 10, 2000 (the 'Record Date') are entitled to vote at the
Meeting. On the Record Date, there were 17,252,007 shares of Common Stock
outstanding and entitled to vote. Each outstanding share of Common Stock is
entitled to one (1) vote on all matters to be acted upon at the Meeting. A
majority of the shares of Common Stock entitled to vote, represented in person
or by proxy, constitutes a quorum. If a quorum is present, (i) a plurality vote
of the shares of Common Stock present (either in person or by proxy) at the
Meeting and entitled to vote is required for the election of the director
nominees and (ii) the vote of a majority of the votes cast by holders of Common
Stock entitled to vote is required for the amendment of the Company's
Certificate of Incorporation and approval and adoption of the 2000 Stock
Option Plan. Abstentions are considered shares present and entitled to vote,
and therefore have the same legal effect as a vote against a matter presented
at the Meeting. Any shares of Common Stock held in street name for which the
broker or nominee receives no instructions from the beneficial owner, and as
to which such broker or nominee does not have discretionary voting authority
under applicable American Stock Exchange rules, will be considered shares of
Common Stock not entitled to vote and will therefore not be considered in the
tabulation of the votes. Proxy ballots are received and tabulated by the
Company's transfer agent and certified by the inspector of election.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
At the Meeting, stockholders will be requested to vote for five (5) Director
nominees to serve on the Company's Board of Directors until the next annual
meeting of stockholders or until their respective successors are elected and
qualified. The accompanying form of proxy will be voted 'FOR' the election of
the five nominees named below as directors, unless the voting stockholder
indicates otherwise on such proxy. Proxies cannot be voted for a greater number
of persons than the number of nominees named in this Proxy Statement. Management
has no reason to believe that any of the nominees will not be a candidate or
will be unable to serve as a director. However, in the event that any of the
nominees should become unable or unwilling to serve as a director, the proxy
will be voted FOR the election of such person or persons as shall be designated
by the directors.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The current directors and executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Edward J. Garcia(1)(2)(3)(5).............. 35 Chairman of the Board, Chief Executive
Officer and President
Demir Richard Eden(3)(5).................. 60 Acting Chief Financial Officer and
Director
Henry L. Bachman(4)(5).................... 70 Director
John Wilchek(1)(4)(5)..................... 59 Director
Franklin H. Blecher(4)(5)................. 71 Director
</TABLE>
-------
(1) Member of Stock Option Committee
(2) Trustee for Profit Sharing Plan
(3) Member of Compensation Committee
(4) Member of Audit Committee
(5) Director Nominee
Edward J. Garcia, a director nominee, has served as Chairman of
the Board, Chief Executive Officer and President of the Company since
January 1999. Prior to becoming Chairman of the Board, Chief Executive
Officer and President, Mr. Garcia had served as Vice President of Operations
since October 1995 and Executive Vice President and Chief Operating Officer
since August 1996. Mr. Garcia joined the Company in 1990 and has served in
various positions, including sales manager and Chief Engineer.
Demir Richard Eden, a director nominee, became a director of the
Company in May 1993 and has been serving as the Company's Acting Chief
Financial Officer since January 1999. Mr. Eden served as President of the
Company from October 1998 to January 1999. Mr. Eden has also served as
President, CEO and the Chairman of Intra Computer, Inc., a manufacturing and
engineering consulting company, since its founding in 1979. Mr. Eden has a
Master of Science degree in Electronics and Business Administration from
Istanbul Technical University as well as an MS in Computer Science from New
York Polytechnic University.
2
<PAGE>
Henry L. Bachman, a director nominee, became a director of the
Company in January 1999 and has a 48-year career in the electronics
industry. From 1951 to 1996, Mr. Bachman served as Vice President of
Hazeltine, a subsidiary of Marconi Aerospace Systems Inc., Advanced Systems
Division, on a full-time basis and currently provides consulting services to
them on a part-time basis. Mr. Bachman was President of The Institute of
Electrical and Electronics Engineers (IEEE). Mr. Bachman has a Bachelor's
degree and MS degree from Polytechnic University as well as completed the
Advanced Management Program at Harvard Sloan School of Management.
John Wilchek, a director nominee, became a director of the
Company in May 1993. He was the founder, President, CEO and Chairman of
Zenith Knitting Mills until his retirement in 1991.
Franklin H. Blecher, Ph.D., a director nominee, became a
director of the Company in November 1994. In a distinguished thirty-seven
year career with AT&T Bell Laboratories, Dr. Blecher held several
significant positions, including Executive Director of the Technical
Information Systems Division from 1987 to 1989 and Executive Director of the
Integrated Circuit Design Division from 1982 to 1987 and has previously
served as a Director of the Mobile Communications Laboratory. Dr. Blecher
has made significant contributions in the area of transistor design for
computer applications. He has also developed widely used telephone and
cellular transmission systems. His laboratory's work in the cellular field
was used by the FCC to establish standards for commercial cellular systems.
Dr. Blecher received his Ph.D. from New York Polytechnic University where he
is presently a member of the Corporate Board and is Past Chairman of the
Engineering Foundation.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers, directors and persons who beneficially own
more than 10% of a registered class of the Company's equity securities to file
with the Securities and Exchange Commission (the 'Commission') initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Such executive officers, directors and greater
than 10% beneficial owners are required by regulation to furnish the Company
with copies of all Section 16(a) forms filed by such reporting persons with the
Commission.
Based solely upon the Company's review of such forms furnished to the
Company and written representations from certain reporting persons, the Company
believes that the Company's executive officers, directors and greater than 10%
beneficial owners have complied with all applicable filing requirements.
MEETINGS OF THE BOARD
During the fiscal year ended December 31, 1999, there were four (4) formal
meetings of the Company's Board of Directors, several actions by unanimous
consent and several informal meetings. The Board of Directors has a Stock Option
Committee, an Audit Committee and a Compensation Committee. During the fiscal
year ended December 31, 1999, there were four (4) formal meetings of the Stock
Option Committee, one (1) formal meeting of the Audit Committee and one (1)
formal meeting of the Compensation Committee. Each director of the Company
attended all meetings of the Board of Directors and Committees of which he was a
member during the fiscal year ended December 31, 1999.
3
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Stock Option Committee serves at the pleasure of the Board of Directors,
and is authorized to administer the Company's stock option plans, including
granting, repricing and canceling incentive stock options and non-qualified
stock options authorized for grant thereunder, determining optionees and the
terms of options granted to such optionees. The members of the Stock Option
Committee are Messrs. Edward J. Garcia and John Wilchek. See 'Incentive Stock
Option Plan.'
The Audit Committee serves at the pleasure of the Board of Directors, and is
authorized to review proposals of the Company's auditors regarding annual
audits, recommend the engagement or discharge of the auditors, review
recommendations of such auditors concerning accounting principles and the
adequacy of internal controls and accounting procedures and practices, to review
the scope of the annual audit, to approve or disapprove each professional
service or type of service other than standard auditing services to be provided
by the auditors, and to review and discuss the audited financial statements with
the auditors. The members of the Audit Committee are Messrs. Henry L. Bachman,
Franklin H. Blecher and John Wilchek.
The Compensation Committee serves at the pleasure of the Board of Directors,
and is authorized to establish salaries, incentives and other forms of
compensation for officers, directors and certain key employees and consultants,
administer the Company's various incentive compensation and benefit plans and
recommend policies relating to such plans. The members of the Compensation
Committee are Messrs. Edward J. Garcia and Demir Richard Eden.
The Company does not have a formal Nominating Committee or Executive
Committee of the Board of Directors. Non-employee directors receive an
attendance fee of $2,000 per meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE 'FOR' THE ELECTION
OF THE ABOVE NAMED FIVE NOMINEES. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.
EXECUTIVE COMPENSATION
The following table sets forth, for the years ended December 31, 1999, 1998
and 1997, the annual and long-term compensation for the Company's Chief
Executive Officer and its most highly compensated executive officers whose
annual compensation exceeded $100,000 for the fiscal year ended December 31,
1999 (each, a 'Named Executive Officer').
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------ ------------ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER OPTIONS COMPENSATION(1)
--------------------------- ---- ------ ----- ----- ------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Garcia .................. 1999 $152,650 $100,000(3) -- 80,000 $8,081
Chairman of the Board, CEO 1998 $128,376 -- -- 75,000 $7,947
and President(2) 1997 $125,185 $ 20,000 -- 25,000 $7,802
</TABLE>
(footnotes on next page)
4
<PAGE>
(footnotes from previous page)
(1) Includes the total estimated value for the use of an automobile of $1,645,
$1,470 and $1,420 for fiscal years ended December 31, 1999, 1998 and 1997,
respectively, for Mr. Garcia. Also includes the total premiums paid on
split-dollar life insurance for Mr. Garcia and the matching contribution to
the Wireless Telecom Group 401(k) Profit Sharing Plan.
(2) Mr. Garcia currently serves as the Company's Chief Executive Officer,
Chairman of the Board and President and has done so since January 1999.
From August 1996 to January 1999 Mr. Garcia served as the Company's Vice
President and since August 1996 as Chief Operating Officer.
(3) Granted to Mr. Garcia in recognition of the successful sale of the
Company's Wireless test equipment business.
OPTION GRANTS IN FISCAL YEAR 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------ POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OF OPTION TERM
OPTION/SARS FISCAL YEAR BASE PRICE EXPIRATION -----------------------
NAME GRANTED (#) 1999 ($/SH) DATE 5% ($) 10% ($)
---- ----------- ---- ------ ---- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Garcia .......... 80,000 24.4% $1.69 4/15/09 $ 84,901 $215,155
Chairman of the Board,
CEO and President
</TABLE>
AGGREGATE OPTION EXERCISES IN THE
YEAR ENDED DECEMBER 31, 1999 AND OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS AT
ACQUIRED AT FISCAL YEAR END FISCAL YEAR END(1)
ON VALUE ----------------------------- ----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Edward J. Garcia ........ -- -- 72,000 148,000 $8,438 $153,750
Chairman, CEO and
President
</TABLE>
---------
(1) Based upon the closing market price of the Company's Common Stock ($3.188
per share) on December 31, 1999.
EMPLOYMENT AGREEMENT
Edward Garcia has entered into an employment agreement effective August 1,
1999 with Wireless. Mr. Garcia is currently compensated at a base annual salary
of $150,000. Mr. Garcia will also receive an annual bonus, the amount of which
shall be determined by the Board of Directors in their discretion. The
employment agreement provides that, in the event of termination of Mr. Garcia
for good reason, without cause, or in the case of Mr. Garcia's non-renewal, as
such terms are defined therein, Mr. Garcia shall be entitled to receive: (a) a
lump sum in an amount equal to three (3) years of his base annual salary;
(b) benefits coverage for him and his dependents, at the same level and at the
same charges as
5
<PAGE>
immediately prior to his termination, for a period of three (3) years following
his termination from Wireless; (c) all accrued obligations, as defined therein;
(d) with respect to each incentive pay plan (other than stock options or other
equity plans) of Wireless in which Mr. Garcia participated at the time of
termination, an amount equal to the amount that would have been earned if he had
continued employment for three (3) additional years; and (e) with respect to
stock options and other equity plans in which Mr. Garcia participated at the
time of termination, any stock options or restricted stock that would vest or
become non-forfeitable in the five (5) years after termination. If Mr. Garcia is
terminated by reason of disability, he shall be entitled to receive, for three
(3) years after such termination, his base annual salary less any amounts
received under a long term disability plan. If he is terminated by reason of his
death, his legal representatives shall receive the balance of any remuneration
due him. The term of the employment agreement is three (3) years from the date
of execution with a renewal period of two (2) years, such renewal to occur
automatically unless either Wireless or Mr. Garcia terminates the employment
agreement upon six (6) months written notice.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Edward J. Garcia and
Demir Richard Eden. Mr. Garcia has served as Chairman of the Board, Chief
Executive Officer and President of the Company since January 1999. Prior to
becoming Chairman of the Board, Chief Executive Officer and President, Mr.
Garcia had served as Vice President of Operations since October 1995 and
Executive Vice President and Chief Operating Officer since August 1996. Mr. Eden
served as President of the Company from October 1998 to January 1999 and has
been Acting Chief Financial Officer of the Company since May 1999. See
'Directors and Executive Officers of the Registrant.'
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Company strives to apply a uniform philosophy regarding compensation for
all of its employees, including the members of its senior management. This
philosophy is based upon the premise that the achievements of the Company result
from the combined and coordinated efforts of all employees working toward common
goals and objectives in a competitive, evolving market place.
The goals of the Company's compensation program are to align remuneration
with business objectives and performance, and to enable the Company to retain
and competitively reward executive officers who contribute to the long-term
success of the Company. The Company attempts to pay its executive officers
competitively in order that it will be able to retain the most capable people in
the industry. Information with respect to levels of compensation being paid by
comparable companies is obtained from various publications and surveys.
Mr. Edward J. Garcia has served as the Company's Chief Executive Officer,
President and Chairman of the Board of Directors since January 1999. In the
fiscal year ended December 31, 1999, Mr. Garcia received $152,650 in salary,
$100,000 in bonuses, options to purchase 80,000 shares of the Company's Common
Stock and $8,081 in other compensation. Mr. Garcia's compensation for the 1999
fiscal year was based on his qualitative managerial efforts and business
ingenuity, including his efforts and activities associated with negotiating the
sale of the Company's test equipment assets which was sold pursuant to an asset
purchase agreement, dated January 7, 1999, and consummated on March 11, 1999.
See 'Executive Compensation.'
The Compensation Committee
Messrs. Edward J. Garcia and Demir Richard Eden
6
<PAGE>
PERFORMANCE GRAPH
The graph below presents the cumulative total returns for the Company's
Common Stock (WTT) compared with (i) the American Stock Exchange Market Value
Index and (ii) a peer group index of 43 companies selected on an industry basis.
The graph assumes that the value of the investment in the Company's Common
Stock, the American Stock Exchange Market Value Index and the peer group index
each was $100 on December 30, 1994 and that all dividends were reinvested. All
of the indices include only companies whose common stock has been registered
under Section 12 of the Securities Exchange Act of 1934, as amended, for at
least the time frame set forth in the graph.
The total shareholder returns depicted in the graph are not necessarily
indicative of future performance. The Performance Graph and related disclosure
shall not be deemed to be incorporated by reference in any filing by the Company
under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended, except to the extent that the Company specifically
incorporates the graph and such disclosure by reference.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
AMONG WIRELESS TELECOM GROUP, INC.,
AMEX MARKET INDEX AND SIC CODE INDEX
[PERFORMANCE GRAPH]
ASSUMES $100 INVESTED ON DECEMBER 30, 1994
ASSUMES DIVIDEND REINVESTED FISCAL YEAR ENDING DECEMBER 31, 1999
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FISCAL YEAR ENDING
DECEMBER 30, DECEMBER 29, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1994 1995 1996 1997 1998 1999
Wireless Telecom Group,
Inc. ...................... $100 $230 $286 $179 $ 54 $ 92
SIC Code Index............... $100 $130 $156 $162 $176 $279
AMEX Market Index............ $100 $129 $136 $163 $161 $201
</TABLE>
7
<PAGE>
401(k) PROFIT SHARING PLAN
The Company's 401(k) Profit Sharing Plan (the 'PSP') is qualified under
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
'Code'). The effective date of the PSP is January 1, 1991. This plan is
administered under a Trust of which Mr. Edward J. Garcia, the Company's Chief
Executive Officer, President and Chairman of the Board, is the Trustee. All
employees of the Company, who are 21 years or older, including its executive
officers, are eligible to participate in the PSP after six months of employment
with the Company.
Under the PSP, participating employees have the right to elect that their
contributions to this plan be made from reductions from the compensation owed to
them by the Company, up to 15% of their compensation per annum not to exceed
$10,000 for 1999. In addition, the Company, at its discretion, can make
contributions to this plan of up to 6% of the participant's annual compensation
that will be allocated among them. Participating employees are entitled to full
distribution of their share of the Company's contribution under this plan upon
their death, total disability or when they reach retirement age (i.e., 65 years
of age). If their employment is terminated earlier, their share of the Company's
contributions will depend upon their number of years of employment with the
Company.
All participating employees have the right to receive 100% of their own
contributions to the PSP upon any termination of employment. Apart from the
Company's and employees' contributions, they may receive investment earnings
relating to the funds in their account under this plan.
Benefits under the PSP are payable to eligible employees in a single lump
sum or in installments upon termination of their employment, although in-service
withdrawals are permitted under certain circumstances. If more than 60% of its
contributions are allocated to key employees, the Company will be compelled to
contribute 3% of their annual compensation to each participating non-key
employee's account for that year. If the Company terminates this plan,
participating employees are entitled to 100% of the Company's contributions
credited to their accounts. Contributions to the plan for Fiscal 1999 and Fiscal
1998 aggregated $30,191 and $47,544, respectively.
8
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information regarding the Company's
Common Stock owned as of the Record Date by (i) each person who is known by the
Company to beneficially own more than 5% of its outstanding Common Stock,
(ii) each director and Named Executive Officer, and (iii) all officers and
directors as a group without naming them. Except as otherwise set forth below,
the address of each such person is c/o Wireless Telecom Group, Inc., E. 64
Midland Avenue, Paramus, New Jersey, 07652.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE
NAMES AND ADDRESSES BENEFICIAL OWNERSHIP(1) OWNED(2)
------------------- ----------------------- --------
<S> <C> <C>
Edward J. Garcia(3)......................................... 157,000 *
Demir Richard Eden ......................................... 45,000 *
120-10 Audley Street
Kew Gardens, NY(4)
John Wilchek ............................................... 32,000 *
211 Mohican Lane
Franklin Lakes, NJ(5)
Franklin H. Blecher ........................................ 21,500 *
6039 Collins Ave.
Miami Beach, FL(6)
Henry Bachman .............................................. 17,000 *
5 Brandy Road
Cold Spring Harbor, NY(7)
All officers and directors as a group (5 persons)(8)........ 272,500 1.6%
FMR Corp. ................................................. 1,606,500 9.3%
82 Devonshire Street
Boston, MA 02109(9)
</TABLE>
---------
* Less than one percent.
(1) Except as otherwise set forth in the footnotes below, all shares are
beneficially owned, and the sole voting and investment power is held by the
persons named.
(2) Based upon 17,252,007 shares of Common Stock outstanding as of the Record
Date.
(3) Ownership consists of 50,000 shares of Common Stock and 107,000 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes an aggregate of 213,000 shares of Common
Stock issuable upon the exercise of options which are not exercisable within
60 days of the Record Date.
(4) Ownership consists of 25,000 shares of Common Stock and 20,000 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes 80,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(5) Ownership consists of 12,000 shares of Common Stock and 20,000 shares of
Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes 80,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(6) Ownership consists of 6,500 shares of Common Stock and 15,000 shares of
Common Stock subject to options currently exercisable or exercisable within
60 days of the Record Date. Excludes 80,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(footnotes continued on next page)
9
<PAGE>
(footnotes continued from previous page)
(7) Ownership includes 1,000 shares of Common Stock and 16,000 shares of Common
Stock subject to options currently exercisable or exercisable within 60 days
of the Record Date. Excludes 64,000 shares of Common Stock issuable upon the
exercise of options not exercisable within 60 days of the Record Date.
(8) Consists of 94,500 shares of the Company's Common Stock and 178,000 shares
of Common Stock issuable upon the exercise of options exercisable within 60
days of the Record Date. Excludes 517,000 shares of Common Stock issuable
upon the exercise of options not exercisable within 60 days of the Record
Date.
(9) Based on information set forth in Schedule 13-G/A, dated February 14, 2000,
filed with the Commission on February 14, 2000.
DIRECTOR COMPENSATION
Director Fees. Directors who are not employees of the Company are
compensated for their services according to a standard arrangement authorized by
a resolution of the Board of Directors. Such directors are paid an annual
retainer of $2,000 for each meeting of the Board of Directors attended by such
director.
DIRECTOR AND OFFICER LIABILITY
New Jersey's Business Corporation Act permits New Jersey corporations to
include in their certificates of incorporation a provision eliminating or
limiting the personal liability of directors and officers of the corporation for
damages arising from certain breaches of fiduciary duty. The Company's
Certificate of Incorporation includes a provision eliminating the personal
liability of directors and officers to the Company and its stockholders for
damages to the maximum extent permitted by New Jersey law, including exculpation
for acts of omissions in violation of directors' and officers' fiduciary duties
of care. Under current New Jersey law, liability is not eliminated in the case
of a breach of a director's or officer's duty of loyalty (i.e., the duty to
refrain from transactions involving improper conflicts of interest) to the
Company or its stockholders, the failure to act in good faith, the knowing
violation of law or the obtainment of an improper personal benefit. The
Company's Certificate of Incorporation does not have an effect on the
availability of equitable remedies (such as an injunction or rescissions) for
breach of fiduciary duty. However, as a practical matter, equitable remedies may
not be available in particular circumstances. The Company also has in effect
under a policy effective January 19, 2000, and expiring on January 19, 2001,
insurance covering all of its directors and officers against certain liabilities
and reimbursing the Company for obligations for which it occurs as a result of
its indemnification of such directors, officers and employees.
INCENTIVE STOCK OPTION PLAN
Under the Company's Incentive Stock Option Plan (the 'Plan') options to
purchase a maximum of 1,750,000 shares of Common Stock of the Company may be
granted to officers and other key employees of the Company. Options granted
under the Plan are intended to qualify as incentive stock options as defined in
the Code. See 'Proposal 3--To Approve the Company's 2000 Stock Option Plan.'
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The Plan is administered by the Stock Option Committee which is composed of
two members of the Board up for election at the Meeting, Mr. Edward J. Garcia,
the Company's President, Chairman of the Board and Chief Executive Officer; and
Mr. Wilchek, a director. The purpose of the Plan is to ensure the retention of
existing personnel and key employees, to attract experienced and competent
individuals to the Company, to encourage proprietary interest in the Company,
and to provide additional incentive by permitting such individuals to
participate in the ownership of the Company. The criteria the Stock Option
Committee uses in granting options pursuant to the Plan is consistent with these
purposes.
Options granted under the Plan are exercisable for a period of up to 10
years from the date of grant at an exercise price which is not less than the
fair market value of the Common Stock on the date of the grant, except that the
term of an incentive option granted under the Plan to a shareholder owning more
than 10% of the outstanding Common Stock may not exceed five years and its
exercise price may not be less than 110% of the fair market value of the Common
Stock on the date of the grant. The aggregate fair market value, as of the date
of grant, of the shares for which incentive options become exercisable for the
first time by an optionee during the calendar year may not exceed $100,000.
Options granted under the Plan to officers or employees of the Company may
be exercised only while the optionee is employed or retained by the Company or
within 30 days of the date of termination of the employment relationship.
However, options which are exercisable at the time of termination by reason of
death or permanent disability of the optionee may be exercised within three (3)
months of the date of termination of the employment relationship. Upon the
exercise of an option, payment may be made by cash or by any other means that
the Stock Option Committee determines. No option may be granted under the Plan
after February 19, 2005 on which date the Plan will expire. Options may be
granted only to such employees and officers of the Company as the Stock Option
Committee shall select from time to time in its sole discretion, provided that
only employees of the Company shall be eligible to receive incentive options.
The Stock Option Committee will, in its discretion, determine (subject to
the terms of the Plan) who will be granted options, the time or times at which
options shall be granted, and the number of shares subject to each option and
the manner in which options may be exercised. In making such determination,
consideration may be given to the value of the services rendered by the
respective individuals, their present and potential contributions to the success
of the Company and such other factors deemed relevant in accomplishing the
purpose of the Plan.
Under the Plan, the optionee has none of the rights of a shareholder with
respect to the shares issuable upon the exercise of the option until such shares
shall be issued upon such exercise. No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior to the date of
exercise, except as provided in the Plan. During the lifetime of the optionee,
an option shall be exercisable only by the optionee. No option may be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of decent and distribution.
The Board of Directors may amend or terminate the Plan except that
shareholder approval is required to effect a change so as to increase the
aggregate number of shares that may be issued under the Plan (unless adjusted to
reflect such changes as a result of a stock dividend, stock split,
recapitalization, merger or consolidation of the Company), to modify the
requirements as to eligibility to receive options, to increase materially the
benefits accruing to participants or as otherwise may be required by Rule 16b-3,
Section 422 or Section 162(m) of the Code. No action taken by the Board may
materially and adversely affect any outstanding option grant without the consent
of the optionee.
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FEDERAL TAX CONSEQUENCES
Under current tax law, there are no Federal income tax consequences to
either the employee or the Company on the grant of incentive options if granted
under the terms set forth in the Plan. Incentive option holders incur no regular
Federal income tax liability at the time of grant or upon exercise of such
option, assuming that the optionee was an employee of the Company from the date
the option was granted until 90 days before such exercise. However, upon
exercise, the Spread must be added to regular Federal taxable income in
computing the optionee's 'alternative minimum tax' liability. An optionee's
basis in the shares received on exercise of an incentive stock option will be
the option price of such shares for regular income tax purposes. No deduction is
allowable to the Company for Federal income tax purposes in connection with the
grant or exercise of such option.
If the holder of shares acquired through exercise of an incentive option
sells such shares within two years of the date of grant of such option or within
one year from the date of exercise of such option (a 'Disqualifying
Disposition'), the optionee will realize income taxable at ordinary rates.
Ordinary income is reportable during the year of such sale equal to the
difference between the option price and the fair market value of the shares at
the date the option is exercised, but the amount includable as ordinary income
shall not exceed the excess, if any, of the proceeds of such sale over the
option price. In addition to ordinary income, a Disqualifying Disposition may
result in taxable income subject to capital gains treatment if the sales
proceeds exceed the optionee's basis in the shares (i.e., the option price plus
the amount includable as ordinary income). The amount of the optionee's taxable
ordinary income will be deductible by the Company in the year of the
Disqualifying Disposition.
At the time of sale of shares received upon exercise of an option (other
than a Disqualifying Disposition of shares received upon the exercise of an
incentive option), any gain or loss is long-term or short-term capital gain or
loss, depending upon the holding period.
The foregoing is not intended to be an exhaustive analysis of the tax
consequences relating to stock options issued under the Plan. For instance, the
treatment of options under state and local tax laws, which is not described
above, may differ from the treatment for Federal income tax purposes.
PROPOSAL 2
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Certificate of Incorporation currently authorizes the issuance
of up to 32 million shares of capital stock of which 30 million shares are
designated common stock and 2 million shares are designated preferred stock. In
June 2000, the board approved an amendment to the Certificate of Incorporation,
pursuant to which, subject to approval by the stockholders at the meeting, the
number of shares of Common Stock authorized for issuance by the Company
thereunder will be increased.
As of July 10, 2000, the Company had issued and outstanding approximately
17,840,907 shares of Common Stock.
The Board of Directors would like to increase the number of authorized
shares of Common Stock to provide the Company with flexibility to issue its
shares in connection with possible future actions, such as stock splits, stock
dividends, financing, corporate mergers, acquisitions, use in employee benefit
plans or other corporate purposes. As of the date of this proxy statement, the
Company has no agreements or commitments with respect to the sale or issuance of
such additional shares of Common Stock. The availability of additional
authorized shares would allow the Company to accomplish the
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Company's business and financial objectives in the future without stockholder
approval, except as may be required in particular cases by the Company's charter
documents, applicable law or the rules of any stock exchange or other system on
which the Company's securities may then be listed. In addition to the more
traditional uses described above, the Company could issue shares of its Common
Stock as a defense against efforts to obtain control of the Company. The Board
of Directors does not intend or view the increase in authorized shares of Common
Stock as an anti-takeover measure, nor is the Company aware of any proposed or
contemplated transaction of this type.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSAL 2 TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF SHARES OF
COMMON STOCK AUTHORIZED FOR ISSUANCE BY THE COMPANY FROM 30 MILLION TO 75
MILLION.
PROPOSAL 3
TO APPROVE THE COMPANY'S 2000 STOCK OPTION PLAN
The Company maintains the 1991 and 1995 Stock Option Plans. The Board of
Directors believe that the availability of stock incentives is an important
factor in the Company's ability to not only attract and maintain key employees,
directors, officers and consultants but also to give them an added incentive to
exert their best efforts on behalf of the Company. As of the Record Date,
195,200 and 412,060 options to purchase shares of the Company's Common Stock
remained available for grant under the Company's 1991 and 1995 Stock Option
Plans, respectively. The Board of Directors believe that additional shares are
needed to provide option grants to key persons during the next two to three
years. Accordingly, the Board of Directors adopted the Company's 2000 Stock
Option Plan (the '2000 Plan'), subject to stockholder approval, and reserved
1,500,000 shares of the Company's Common Stock for issuance pursuant to the
exercise of options granted under such 2000 Plan.
DESCRIPTION OF THE 2000 PLAN
At the Annual Meeting, the stockholders entitled to vote will be asked to
approve the 2000 Plan, as adopted by the Board of Directors. The 2000 Plan will
provide for the grant of ISOs and NQSOs in compliance with the Code to employees
(approximately 30 as of the Record Date), officers (2 as of the Record Date) and
directors (5 as of the Record Date) and consultants and advisors (approximately
2 as of the Record Date) of the Company who are expected to contribute to the
Company's future growth and success. As of the date of this Proxy Statement, of
the 1,500,000 shares of Common Stock to be reserved for issuance upon the
exercise of options under the 2000 Plan, no options to purchase shares of the
Company's common stock have been granted.
The 2000 Plan shall provide that options granted under such plan at the
discretion of the Committee may become exercisable in such number of cumulative
installments as the Committee may establish, provided, however, no option may be
exercisable until at least six months and one day from the date of grant.
However, in the case of ISOs, the exercise price shall be no less than the fair
market value of the Company's Common Stock on the date of grant (110% in the
case of stockholders owning more than 10% of the Company's voting securities),
and shall expire no later than the tenth (10th) anniversary of the date of grant
(the fifth (5th) anniversary in the case of stockholders owning more than 10% of
the Company's voting securities). Generally, ISOs, to the extent such options
are vested, may be exercised within a period of (i) ninety (90) days in the
event an optionee ceases to be an employee of the Company, (ii) three (3) months
if the optionee dies while in the employ of the
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Company and (iii) one (1) year if the optionee becomes disabled within the
meaning of Section 22(e)(3) of the Code. Generally, NQSOs, to the extent such
options are vested, will expire immediately upon the termination of the
optionee's employment with the Company; provided, however, such termination is
for cause or is otherwise attributable to a breach by the optionee of an
employment or confidentiality or not-disclosure agreement. Notwithstanding, an
NQSO, to the extent such options are vested, will be exercisable within a period
of (i) three (3) months if the optionee dies while in the employ of the Company
and (ii) one (1) year if the optionee becomes disabled within the meaning of
Section 22(e)(3) of the Code. Pursuant to the 2000 Plan and in compliance with
the Code, to the extent that the aggregate fair market value, determined by the
date or dates of grant, for which ISOs are first exercisable by an optionee
during any calendar year exceeds $100,000, such options shall be treated as
NQSOs.
CERTAIN FEDERAL TAX INFORMATION
The following is a summary of the U.S. federal income tax consequences that
generally will arise with respect to options granted pursuant to the 2000 Plan
and with respect to the shares of Common Stock of the Company issuable upon the
exercise thereof.
ISOS
In general, an optionee will not recognize regular income upon the grant or
exercise of an ISO. The basis of shares transferred to an optionee pursuant to
the exercise of an ISO is the price paid for such shares (i.e., the exercise
price). Instead, an optionee will recognize taxable income upon the sale of
Common Stock issuable upon the exercise of an ISO. Notwithstanding, the exercise
of an ISO may subject the optionee to the alternative minimum tax.
In general, the tax consequences of selling Common Stock issuable upon the
exercise of an ISO will vary with the length of time that the optionee holds
such Common Stock prior to such sale. An optionee will recognize long-term
capital gain or loss equal to the difference between the sale price of the
Common Stock and the exercise price if the optionee sells the Common Stock after
having had owned it for at least (i) two (2) years from the date the option was
granted (the 'Grant Date') and (ii) one (1) year from the date the option was
exercised (the 'Exercise Date').
However, an optionee will recognize ordinary compensation income and capital
gain (if the sale price is greater than exercise price) or loss (if the sale
price is less than the exercise price), if the optionee sells the Common Stock
issuable upon the exercise of an ISO prior to having had owned it for less than
(i) two (2) years from the Grant Date and (ii) one (1) year from the Exercise
Date. The capital gain or loss will be treated as long-term capital gain or loss
if the optionee has held the Common Stock for more than one (1) year prior to
the date of sale.
NQSOS
As in the case of ISOs, an optionee will recognize no income tax upon the
grant of an NQSO. Unlike an ISO, however, an optionee exercising an NQSO will
recognize ordinary income tax equal to the excess of the fair market value of
the Company's Common Stock on the Exercise Date over the exercise price.
With respect to the Common Stock issuable upon the exercise of an NQSO, a
optionee generally will have a tax basis equal to the fair market value of the
stock on the Exercise Date. Upon the
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subsequent sale of Common Stock issuable upon the exercise of an NQSO, an
optionee will recognize a capital gain or loss, assuming the stock was a capital
asset in the optionee's hands, equal to the difference between the tax basis of
the Common Stock and the amount realized upon disposition; provided, however,
that the optionee has owned the Common Stock for a period of one (1) year.
TAX CONSEQUENCES TO THE COMPANY
The grant of ISOs and NQSOs under the 2000 Plan will have no tax
consequences to the Company. Furthermore, in the case of ISOs, the Company will
not experience any tax consequences relating to the exercise of ISOs granted
under the 2000 Plan nor the exercise thereof. Notwithstanding, the Company
generally will be entitled to a business-expense deduction with respect to any
ordinary compensation income, including a Disqualifying Disposition or a
Section 83(b) Election, upon the exercise of an NQSO; provided, however, that
such deduction will be subject to the limitation of Section 162(m) promulgated
under the Code.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSAL 3 ADOPTING THE
COMPANY'S 2000 PLAN TO GRANT UP TO AN AGGREGATE OF 1,500,000 INCENTIVE STOCK
OPTIONS AND NON-QUALIFIED STOCK OPTIONS TO PURCHASE SHARES OF THE COMPANY'S
COMMON STOCK TO KEY EMPLOYEES, DIRECTORS, OFFICERS AND CONSULTANTS.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The firm of independent accountants of the Company recommended by the Audit
Committee and selected by the Board of Directors for the current fiscal year is
Lazar Levine & Felix LLP. The Board of Directors expects that representatives of
Lazar Levine & Felix LLP will be present at the Meeting, have the opportunity to
make a statement if they desire to do so, and be expected to be available to
respond to appropriate questions.
GENERAL
The Management of the Company does not know of any matters other than those
stated in the Proxy Statement which are to be presented for action at the
Meeting. If any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted on any such matters
in accordance with the judgment of the persons voting such proxies.
Discretionary authority to vote on such matters is conferred by such proxies
upon the persons voting them.
The Company will bear the cost of preparing, assembling and mailing the
Proxy, Proxy Statement and other material which may be sent to the stockholders
in connection with this solicitation. In addition to the solicitation of proxies
by use of the mails, officers and regular employees may solicit the return of
proxies. The Company may reimburse persons holding stock in their names or in
the names of other nominees for their expense in sending proxies and proxy
material to principals. Proxies may be solicited by mail, personal interview,
telephone and fax.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON BEING SOLICITED BY
THIS PROXY STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999
AS FILED WITH THE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS, NOTES AND
SCHEDULES THERETO. ALL SUCH REQUESTS SHOULD BE DIRECTED TO: MS. REED E. DUBOW,
SECRETARY, WIRELESS TELECOM GROUP, INC., EAST 64 MIDLAND AVENUE, PARAMUS, NEW
JERSEY 07652.
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STOCKHOLDER PROPOSALS TO BE PRESENTED
AT THE NEXT ANNUAL MEETING
Stockholder Proposals. Proposals of stockholders intended to be presented at
the Company's 2001 Annual Stockholder Meeting (i) must be received by the
Company at its offices no later than April 13, 2001, 90 days preceding the one
year anniversary of the Mailing Date, (ii) may not exceed 500 words and
(iii) must otherwise satisfy the conditions established by the Commission for
stockholder proposals to be included in the Company's Proxy Statement for that
meeting.
Discretionary Proposals. Stockholders intending to commence their own proxy
solicitations and present proposals from the floor of the 2001Annual Stockholder
Meeting in compliance with Rule 14a-4 promulgated under the Securities Exchange
Act of 1934, as amended, must notify the Company before June 12, 2001, 30 days
preceding the one year anniversary of the Mailing Date, of such intentions.
After such date, the Company's proxy in connection with the 2001 Annual
Stockholder Meeting may confer discretionary authority on the Board to vote.
By Order of the Board of Directors,
REED E. DUBOW
Secretary
Dated: July 12, 2000
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Appendix 1
PROXY
WIRELESS TELECOM GROUP, INC.
EAST 64 MIDLAND AVENUE, PARAMUS, NEW JERSEY 07652
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Messrs. Edward J. Garcia and Demir Richard
Eden as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and vote, as designated below, all the shares of
the Common Stock of Wireless Telecom Group, Inc. held of record by the
undersigned on July 10, 2000, at the Annual Meeting of Stockholders to be held
on Friday, August 25, 2000 or any adjournment thereof.
1. Election of each EDWARD J. GARCIA, JOHN WILCHEK, DEMIR RICHARD EDEN, FRANKLIN
H. BLECHER and HENRY L. BACHMAN as directors,
FOR all five nominees listed (except as marked to the contrary
above) [ ] WITHHOLD AUTHORITY [ ]
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY OF THE NOMINEES STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST ABOVE)
------------------------------------------------------------------------------
2. Approval of the Amendment to the Company's Certificate of Incorporation to
increase the number of shares of authorized Common Stock for issuance by the
Company from 30 million to 75 million
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE>
3. Approval of the Company's 2000 Stock Option Plan
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting. This proxy when properly
executed will be voted in the manner directed herein by the undersigned
stockholder. If no direction is made, this proxy will be voted FOR
Proposals 1 through 3.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN.
Dated: _____________________, 2000
Signature: _______________________
Signature if held jointly: _______
WHEN SIGNING AS ATTORNEY, AS
EXECUTOR, AS ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH. IF A
CORPORATION, PLEASE SIGN IN FULL
CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED
PERSON.
