<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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 Section 240.14a-11(c) or Section 240.14a-12
- --------------------------------------------------------------------------------
SPATIALIGHT, INC.
- --------------------------------------------------------------------------------
(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
SPATIALIGHT, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 28, 2000
Dear Shareholder:
This year's annual meeting of shareholders will be held on Friday, May
19, 2000 at 10:00 a.m., Pacific Daylight time, at the Embassy Suites Hotel, 101
McInnis Parkway, San Rafael, California 94903. You are cordially invited to
attend.
The Notice of Annual Meeting of Shareholders and Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.
After reading the Proxy Statement, please promptly mark, sign, and
return the enclosed proxy in the prepaid envelope to assure that your shares
will be represented. Your shares cannot be voted unless you date, sign and
return the enclosed proxy or attend the annual meeting in person. Regardless of
the number of shares you own, your careful consideration of, and vote on, the
matters before our shareholders are important.
A copy of the Company's 1999 Annual Report also is enclosed.
The Board of Directors and Management look forward to seeing you at the
annual meeting.
Very truly yours,
/s/ MICHAEL H. BURNEY
------------------------------------
Michael H. Burney
Chief Executive Officer, Secretary
and Treasurer
<PAGE> 3
SPATIALIGHT, INC.
9 Commercial Boulevard, Suite 200
Novato, California 94949
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 19, 2000
Dear Shareholders:
Notice is hereby given that the 2000 Annual Meeting of Shareholders of
SpatiaLight, Inc. will be held on Friday, May 19, 2000 at 10:00 a.m., California
time, at the Embassy Suites Hotel, 101 McInnis Parkway, San Rafael, California
94903, for the following purposes:
1. To elect four (4) directors to serve for the ensuing year and until their
successors are elected and qualified.
2. To ratify the appointment of KPMG LLP as the independent auditors for the
Company for the fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Shareholders of record at the close of business on March 31, 2000 are entitled
to notice of, and to vote at the 2000 Annual Meeting of Shareholders and any
adjournments thereof. A Stockholder may only vote at the meeting if the holder
is present or represented by proxy. A copy of the Company's 1999 Annual Report
to Shareholders, which includes certified financial statements, is enclosed.
Management cordially invites you to attend the 2000 Annual Meeting of
Shareholders.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ MICHAEL H. BURNEY
------------------------------------
Michael H. Burney
Secretary
Novato, California
April 28, 2000
IMPORTANT:
SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY.
A POSTAGE-PAID ENVELOPE IS PROVIDED FOR MAILING IN THE UNITED STATES. IF YOU
ATTEND THE MEETING, YOU MAY CHOOSE TO VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY
SENT IN YOUR PROXY CARD.
<PAGE> 4
SPATIALIGHT, INC.
9 Commercial Boulevard, Suite 200
Novato, California 94949
PROXY STATEMENT
SOLICITATION AND VOTING OF PROXIES
The accompanying proxy is solicited by the Board of Directors of SpatiaLight,
Inc., a New York corporation (the "Company"), for use at the 2000 Annual Meeting
of Shareholders to be held on Friday, May 19, 2000, at 10:00 a.m., Pacific
Daylight time (the "Annual Meeting"), or any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
The Annual Meeting will be held at the Embassy Suites Hotel, 101 McInnis
Parkway, San Rafael, California 94903. These proxy materials and the Annual
Report herein to stockholders for the year ended December 31, 1999, were first
mailed on or about April 28, 2000, to stockholders of record at the close of
business on March 31, 2000 (the "Record Date"). The Company had 18,777,244
shares of common stock outstanding, par value $.01 per share ("Common Stock"),
as of the close of business on the Record Date. Only stockholders of record on
the Record Date will be entitled to vote at the Annual Meeting. The holders of a
majority of the issued and outstanding Common Stock entitled to vote, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business at the Annual Meeting.
Each stockholder is entitled to one (1) vote per share on the proposals
presented in this Proxy Statement, as well as on all other matters that may be
properly considered at the Annual Meeting. All valid proxies received prior to
the Annual Meeting will be voted in accordance with the specifications or
directions indicated on the proxy. A stockholder giving the enclosed proxy has
the power to revoke it at any time prior to the time it is voted, by either (i)
attending the Annual Meeting and voting in person; (ii) duly executing and
delivering a proxy bearing a later date; or (iii) sending written notice of
revocation to the Secretary of the Company at 9 Commercial Boulevard, Suite 200,
Novato, California 94949. Votes cast by proxy or in person at the Annual Meeting
will be tabulated by the inspector of elections appointed for the meeting, who
will separately tabulate affirmative and negative votes, abstentions and broker
non-votes. Abstentions and broker non-votes will be counted for purposes of
determining a quorum, but will not be counted for any purpose in determining
whether a matter has been approved.
The Company may retain an outside firm to assist in the solicitation of proxies
from brokers, nominees, institutions and individuals. The cost of soliciting
proxies will be borne by the Company. The Company will request banks, brokers
and other custodians, nominees and fiduciaries, to solicit their customers who
have stock of the Company registered in the names of such persons, and will
reimburse them for their reasonable, out-of-pocket costs. In addition to
soliciting stockholders by mail, proxies may be solicited by the Company's
officers and directors by personal interview, telephone, or facsimile without
additional compensation.
<PAGE> 5
PROPOSAL NO. 1
ELECTION OF DIRECTORS
A Board of Directors consisting of four Directors is proposed to be
elected by the shareholders at the Annual Meeting, with each director to hold
office until the next Annual Meeting or until his successor is duly elected and
qualified. Pursuant to the Company's by-laws, the number of directors that may
be authorized has been fixed by the Board of Directors at four to nine
directors.
The Board of Directors recommends the election of the following four nominees:
Michael H. Burney, Robert A. Olins, Lawrence J. Matteson, and Steven F. Tripp,
each of which are current directors of the Company. Information about these
nominees is provided below.
The Board of Directors does not contemplate that any of the nominees will be
unable to serve as a director, but should any such nominees so notify the
Company of the nominee's unavailability prior to the voting of the proxies, the
persons named in the enclosed proxy reserve the right to vote for such
substitute nominee or nominees as they, in their sole discretion, shall
determine.
Unless authority to vote for one or more of the director nominees is
specifically withheld according to the instructions, proxies which are executed
and returned to the Company prior to the Annual Meeting in the enclosed form
will be voted for the election of each of the four nominees named below. The
proxy solicited by the Board of Directors will be so voted unless shareholders
specify a contrary choice therein. The affirmative vote of a plurality of the
votes cast at the meeting shall be required to elect directors.
INFORMATION CONCERNING DIRECTORS AND NOMINEES
Information concerning the names, ages, terms, positions and offices held with
the Company, and business experience of the Company's current directors and
nominees is set forth below:
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION(s) SINCE
---- --- ----------- --------
<S> <C> <C> <C>
Michael H. Burney 47 Director, Chief Executive 1996
Officer, Treasurer, Secretary
Lawrence J. Matteson 60 Director 1991
Robert A. Olins 43 Director 1998
Steven F. Tripp 31 Director 1999
</TABLE>
<PAGE> 6
MICHAEL H. BURNEY, Director since June 1996, and Chief Executive
Officer, Treasurer and Secretary since July 1998, is also the Founder, Chairman
and CEO of Chronomotion Imaging, a private R & D company developing a patented
process for producing Volumetric Visualizations using electronic holography
since 1995. Mr. Burney was the Vice President Treasury for Packard Bell
Electronics from 1990 to 1995 and he was a member of the General Management
Consulting / Financial Services Group of Ernst & Young from 1987 to 1990. Mr.
Burney has received 3 U.S. patents and 15 international patents on the
electronic holography process, which is the basis of Chronomotion's intellectual
property. Mr. Burney received his BA from Pomona College and his MBA from
University of Southern California.
LAWRENCE J. MATTESON, Director since 1991, served as Chairman of the
Board from May 1995 to June 1997. He currently is an executive professor of
business policy at the William E. Simon Graduate School of Business
Administration, University of Rochester. Mr. Matteson was Senior Vice President
and General Manager, Electronic Imaging for Kodak until December 1991. Mr.
Matteson began his career with Kodak in 1965 as a research engineer and has
worked at Kodak in various positions continuously from that date until December
1991. He holds degrees in engineering and an MBA from the University of
Rochester Graduate School of Business.
ROBERT A. OLINS, Director since February 1998, Mr. Olins has served as
President of Argyle Capital Management Corporation during the past fifteen
years. Argyle Capital Management Corporation is a private investment advisory
company.
STEVEN F. TRIPP, Director since June 1999, is President and CEO of
KnoWare, Inc. since 1998. KnoWare is a privately held software development
company focused on Internet based check image and check fraud detection software
for financial institutions. Mr. Tripp was owner and Vice President of Document
Solutions from 1990 to 1998. Mr. Tripp has worked in the software development
industry for 10 years with a primary focus on digital imaging.
Other Directorship; Term of Office.
None of the Company's directors is a director of any other company with
a class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, or of any company registered under the
Investment Company Act of 1940, as amended.
All directors serve for terms of one year or until their successors are
duly elected. All officers serve at the discretion of the Board of Directors.
All four of the current directors were elected at the June 21, 1999 annual
meeting of the Company's shareholders.
Board of Directors' Meetings and Committees.
During the year ended December 31, 1999, the Board of Directors held six
meetings. None of the Company's Directors attended fewer than 100% of the total
number of meetings of the Board and all the committees of the Board of Directors
on which such director served during that period.
The Company maintains an Audit Committee, a Compensation Committee, and
an Executive Committee. The Company does not have a standing Nominating
Committee.
The Audit Committee's function is to review, with the Company's
independent auditors and management, the results of the examination of the
Company's financial statements by the independent auditors and the independent
auditor's opinion. The Audit Committee also approves all professional services
performed by the independent auditors, recommends the retention of the
independent auditors, to
<PAGE> 7
the Board, subject to ratification by the shareholders, and periodically reviews
the Company's accounting policies and internal accounting and financial
controls. Following the June 21, 1999 shareholder's meeting, Board members were
reassigned to committees and the members of the Audit Committee were Mr. Olins
and Mr. Tripp. During the year ended December 31, 1999, the Audit Committee held
two meetings.
The Compensation Committee's function is to review and recommend
executive compensation, including officer salary level, incentive compensation
programs, and stock option grants. Following the June 21, 1999 shareholder's
meeting, Board members were reassigned to committees and the members of
Compensation Committee were Mr. Tripp and Mr. Olins. During the year ended
December 31, 1999, the Compensation Committee held six meetings.
The Executive Committee's function is to review operational matters,
including audit and compensation issues of the Company and recommend operational
activity to management. The members of the Executive Committee are Messrs.
Burney, Matteson and Olins. During the year ended December 31, 1999, the
Executive Committee held seventeen meetings.
Compensation of Directors
Non-management directors are paid $500.00 for each board meeting attended.
Directors who are also full-time employees are not paid Directors ' fees. Robert
Olins and Lawrence Matteson have waived the non-management Director's fee of
$500.00 per board meeting.
REQUIRED VOTE
Four (4) persons have been nominated by the Board of Directors for
election as directors at the Annual Meeting to serve until the next Annual
Meeting and until their respective successors are elected or appointed. The four
(4) nominees receiving the highest number of votes at the Annual Meeting will be
elected as directors of the Company.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ALL OF THE
NOMINEES LISTED ABOVE.
<PAGE> 8
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
KPMG LLP has served as the Company's independent auditors since May 1999
and has been appointed by the Board of Directors to audit the consolidated
financial statements of the Company for the fiscal year ending December 31,
2000. The Board recommends that stockholders vote in favor of the ratification
of such appointment. In the event of a negative vote on such ratification, the
Board of Directors will reconsider its selection. The Board of Directors
anticipates that representatives of KPMG LLP will be present at the Meeting,
will have the opportunity to make a statement if they desire, and will be
available to respond to appropriate questions.
<PAGE> 9
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's capital stock, as of December 31, 1999
based upon a total of 16,635,818 shares outstanding, (i) by each person who is
known by the Company to own beneficially more than 5% of the Company's capital
stock, (ii) by each of the executive officers mentioned in the tables under
"Executive Compensation" and by each of the Company's directors, and (iii) by
all officers and directors as a group.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (1)
---------------- -------------------- ----------
<S> <C> <C>
Argyle Capital Management Corporation 2,436,812(1) 12.78
Robert A. Olins
14 East 82nd
New York, New York 10028
Sabotini, Ltd. 2,060,000(2) 11.02
C/O Wychwood Trust Ltd.
1 Castle St.
Castletown
Isle of Man, British Isles
Raymond L. Bauch 1,696,350 9.25
14 Office Drive Park, Suite 1
Palm Coast, FL 32137
Jalcanto, Ltd. 1,267,500(3) 7.08
C/O Wychwood Trust Ltd.
1 Castle St.
Castletown
Isle of Man, British Isles
Michael H. Burney 289,127(4) 1.71
9 Commercial Blvd., Suite 200
Novato, CA 94949
Fred R. Hammett 30,000(5) *
9 Commercial Blvd., Suite 200
Novato, CA 94949
Miles L. Scott 62,500(6) *
9 Commercial Blvd., Suite 200
Novato, CA 94949
Lawrence J. Matteson 142,500(7) *
9 Commercial Blvd., Suite 200
Novato, CA 94949
Steven F. Tripp 142,857 *
9 Commercial Blvd., Suite 200
Novato, CA 94949
All directors and officers as a group 666,984 3.85
(6 persons)
</TABLE>
* Represents less than 1%
<PAGE> 10
(1) Includes 2,424,312 shares beneficially owned subject to conversion of
principal and interest of convertible notes held by Argyle Capital
Management Corporation, of which Mr. Olins is President and over which Mr.
Olins exercises voting control. Also includes 12,500 shares subject to
outstanding stock options held by Mr. Olins that are exercisable within 60
days of December 31, 1999.
(2) Based solely upon information filed in a Schedule 13D by the named
shareholder. To the Company's knowledge, Shaun F. Cairns and Paul A. Bell
are the sole directors of the named shareholder. As such, Mr. Cairns and/or
Mr. Bell may be deemed to be the beneficial owner(s) of the shares of the
Company's Common Stock held by the named shareholder. Includes 992,500
shares subject to warrants exercisable within 60 days of December 31, 1999.
(3) Based solely upon information filed in a Schedule 13D by the named
shareholder. To the Company's knowledge, Shaun F. Cairns and Paul A. Bell
are the sole directors of the named shareholder. As such, Mr. Cairns and/or
Mr. Bell may be deemed to be the beneficial owner(s) of the shares of the
Company's Common Stock held by the named shareholder. Includes 200,000
shares subject to warrants exercisable within 60 days of December 31, 1999.
(4) Includes 257,500 shares subject to options exercisable within 60 days of
December 31, 1999.
(5) Includes 30,000 shares subject to options exercisable within 60 days of
December 31, 1999.
(6) Includes 62,500 shares subject to options exercisable within 60 days of
December 31, 1999.
(7) Includes 142,500 shares subject to options exercisable within 60 days of
December 31, 1999.
<PAGE> 11
EXECUTIVE COMPENSATION
The table below sets forth information concerning the annual and
long-term compensation for services rendered i n all capacities to the Company
during the fiscal years ended December 31, 1998, and 1999, for those persons who
served as (i) chief executive officer during 1998; (ii) the four most highly
compensated executive officers as of December 31, 1999 other than the Chief
Executive Officer; and (iii) two former executive officers that would have been
among the most highly compensated executive officers had they been serving in an
executive capacity at December 31, 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY OPTIONS/SARS (#)
--------------------------- ---- ------ ---------------------
<S> <C> <C> <C>
Michael H. Burney, CEO, Treasurer, Secretary 1999 $200,000 500,000(1)
1998 $63,654 515,000
Fred R. Hammett, President 1999 $197,115 250,000(1)
1998 55,000 250,000
Miles L. Scott, Vice President, Engineering/ 1999 $100,000 125,000(1)
Manufacturing 1998 16,346 125,000
</TABLE>
STOCK OPTION GRANTS
The following table sets forth certain information for the year ended
December 31, 1999 with respect to stock options granted to the individuals named
in the Summary Compensation Table.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN EXERCISE OR BASE EXPIRATION
NAME GRANTED (#) FISCAL YEAR PRICE ($/SH) DATE
----------------- ------------ ------------- ---------------- ----------
<S> <C> <C> <C> <C>
Michael H. Burney 500,000(1) 40.4% $5.75 12/31/09
Fred R. Hammett 250,000(1) 20.2% $5.75 12/31/09
Miles L. Scott 125,000(1) 10.1% $5.75 12/31/09
</TABLE>
(1) Standard options granted under the Company's stock option plans vest over a
two-year period, 50% each year. However, these stock option grants vest over a
three-year period and are subject to the optionee meeting specific performance
targets.
<PAGE> 12
OPTION EXERCISES AND FISCAL 1999 YEAR END VALUES
The following table sets forth information with respect to options to
purchase common stock granted to the Company's named executive officers
including: (i) the number of shares of common stock purchased upon exercise of
options in the fiscal year ending December 31, 1999; (ii) the net value realized
upon such exercise; (iii) the number of unexercised options outstanding at
December 31, 1999; and (iv) the value of such unexercised options at December
31, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
DECEMBER 31, 1999 OPTION VALUES
<TABLE>
<CAPTION>
(iv)
VALUE OF
(iii) UNEXERCISED
NUMBER OF IN-THE-MONEY
(i) UNEXERCISED OPTIONS OPTIONS AT DEC.
SHARES (ii) AT DEC. 31, 1999 31, 1999 ($)
ACQUIRED ON VALUE (#) EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------ ------------------- ---------------------
<S> <C> <C> <C> <C>
Michael H. Burney 17,500 $86,469 257,500/750,000 $1,291,250/$1,250,000
Fred R. Hammett 95,000 182,093 30,000/375,000 $150,000/$625,000
Miles L. Scott 0 0 62,500/187,500 $312,500/$312,500
</TABLE>
AMENDMENT TO BYLAWS
On April 20, 2000, the Board of Directors executed a Unanimous Written
Consent authorizing an amendment to Section 2.2 of the Bylaws changing the
authorized number of directors from between five and nine, to between four and
nine.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
In various transactions in 1998 Argyle Capital Management Corporation, a
company affiliated with Robert Olins, a Director of the Company, purchased
convertible notes of the Company in the outstanding principal amount of
$1,188,000. These convertible notes accrue interest at 6% and are convertible at
$0.50 per share. These notes were originally due on December 31, 1999 and have
been extended until June 30, 2001 on the same terms.
LEGAL PROCEEDINGS
Tony Romano and Magellin Entertainment, Inc. (Plaintiffs) filed an
action against us in San Francisco Superior Court on January 10, 2000.
Director's Michael Burney and Robert Olins were also named. The complaint
relates to an alleged engagement of Plaintiffs by SpatiaLight in January 1998 to
increase public awareness of SpatiaLight, in return of our securities. The
complaint seeks specific performance for the transfer of an additional 75,000
shares of stock. SpatiaLight denies the allegations in
<PAGE> 13
the complaint. We do not believe we have any liability to the Plaintiffs arising
from the litigation. No reserves have been established for potential losses from
the litigation.
STOCKHOLDERS PROPOSALS
Pursuant to Rule 14(a)-4(c)(1) of the Exchange Act, the Company's proxy
for the 2000 Annual Meeting of Shareholders may confer discretionary authority
to vote on any proposal submitted by a shareholder if written notice of such
proposal submitted by a shareholder is not received by the Company at its
offices at 9 Commercial Boulevard, Suite 200, Novato, California 94949, within a
reasonable time before the mailing of the Company's proxy materials for the 2001
Annual Meeting of Shareholders.
Shareholder proposals may be considered for inclusion in the Company's
proxy statement and form of proxy relating to the 2000 Annual Meeting of
Shareholders, if submitted to the Company by December 29, 2000. Proposals must
be writing and sent via registered, certified, or express mail to: Corporate
Secretary, SpatiaLight, Inc., 9 Commercial Boulevard, Suite 200, Novato,
California 94949. Facsimile or other forms of electronic submissions will not be
accepted.
TRANSACTION OF OTHER BUSINESS
The Board of Directors does not know of or intend to present any matters
at the 2000 Annual Meeting other than those described herein and does not
presently know of any matters that will be presented by other parties. If
however, any other matters properly come before the meeting, it is intended that
proxies in the accompanying form will be voted thereon in accordance with the
judgment of the persons voting such proxies.
By order of the Board of Directors
/s/ MICHAEL H. BURNEY
------------------------------------
Michael H. Burney
Chief Executive Officer, Secretary
and Treasurer
Date: April 28, 2000
Novato, California
<PAGE> 14
SPATIALIGHT, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Michael H. Burney proxy and attorney-in-fact,
with full power of substitution, to represent the undersigned and to vote all of
the shares of stock in SpatiaLight, Inc., a New York corporation (the
"Company"), which the undersigned is entitled to vote at the Annual Meeting of
the Shareholders of the Company to be held at the Embassy Suites Hotel, 101
McInnis Parkway, San Rafael, California 94903 at 10:00 A.M., Pacific Standard
Time, and at any adjournment thereof as hereinafter specified upon the proposals
listed below and as more particularly described in the Proxy Statement of the
Company dated April 28, 2000 (the "Proxy Statement"), receipt of which is hereby
acknowledged, and in their discretion upon such other matters as may properly
come before the meeting.
1. With respect to the election of the following individuals as members
of the Board of Directors:
(INSTRUCTION: To withhold authority to vote for an individual nominee, strike
lines through that nominee's name in the list below.)
Michael H. Burney Robert A. Olins
Lawrence J. Matteson Steven F. Tripp
[ ] FOR [ ] WITHHOLD AUTHORITY [ ] ABSTAIN
2. With respect to the ratification of KPMG LLP as the independent
auditors for the Company for the year ending December 31, 1999.
[ ] FOR [ ] WITHHOLD AUTHORITY [ ] ABSTAIN
The shares represented hereby will be voted as specified. If no specification
is made, such shares will be voted FOR the nominees listed and or proposal 2.
Dated:____________, 2000 Signature(s) __________________________________
(BE SURE TO DATE PROXY)
Print or type stockholder's name
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THIS MEETING REGARDLESS OF
THE NUMBER OF SHARES YOU HOLD. PLEASE DATE, SIGN, AND RETURN THE PROXY PROMPTLY
IN THE ENCLOSED, STAMPED ENVELOPE.
I plan to attend the meeting.
Yes _____ No _____
(PLEASE PRINT ADDRESS CHANGE (IF ANY) ON LABEL BELOW)
