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
ACRODYNE COMMUNICATIONS, INC.
------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------
(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), 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 transaction
applies:____________________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:
____________________________________________________________
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: _______________________________________________
<PAGE>
ACRODYNE COMMUNICATIONS INC.
516 Township Line Road
Blue Bell, PA 19422
------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held On
June 4, 1996
------------------------------
The 1996 Annual Meeting of Shareholders (the "Meeting") of Acrodyne
Communications, Inc. (the "Company"), will be held at the Company's offices at
516 Township Line Road, Blue Bell, PA 19422 on June 4, 1996 at 10:00 A.M., local
time, for the following purpose:
To consider and vote on proposals providing for the following matters:
(1) Election of four Directors of the Company to serve for the ensuing year and
until their successors are elected.
(2) Ratification of Price Waterhouse LLP as auditors of the Company.
(3) To transact such other business as may properly come before the Meeting or
any adjournment thereof.
The record date for determining shareholders of record eligible to vote at
the Annual Meeting is May 15, 1996.
By Order of the Board of Directors
/s/ Martin J. Hermann
Martin J. Hermann, Secretary
May 20, 1996
Shareholders are invited to attend the meeting in person.
Shareholders can help management avoid unnecessary expense and delays by
promptly returning the enclosed proxy. Whether or not you expect to attend the
meeting, it is important that your shares be represented. Therefore, please fill
out, date, sign and return the proxy in the stamped and addressed envelope
enclosed for your convenience.
<PAGE>
ACRODYNE COMMUNICATIONS, INC.
516 Township Line Road
Blue Bell, PA 19422
----------------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 4, 1996
The enclosed proxy is solicited by the Board of Directors of Acrodyne
Communications, Inc. (the "Company") for use at the 1996 Annual Meeting of
Stockholders (the "Meeting") to be held at the Company's principal executive
offices, Acrodyne Communications, Inc., 516 Township Line Road, Blue Bell, PA
19422, on June 4, 1996 at 10:00 A.M., local time, and at any adjournments
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. Solicitation of proxies will be made by mail, telephone and, to
the extent necessary, personal interviews. Proxies may be solicited by officers
and employees of the Company without additional compensation to them. All
expenses incident to the preparation of proxy material and solicitation of
proxies are to be paid by the Company. It is anticipated that on or about May
20, 1996 this proxy statement and the enclosed form of proxy will be mailed to
shareholders.
The persons named in the accompanying proxy (the "Proxies") have advised
the Company of their intention, if no contrary instructions are given, to vote
the shares represented by the proxies received by them:
(i) FOR the election as directors of the Company of those persons designated
as the Board of Directors nominees;
(ii) FOR ratification of Price Waterhouse LLP as auditors of the Company; and
in accordance with their best judgment on any other matters which may come
before the Meeting. At this time, management knows of no other matters which are
expected to come before the Meeting. A stockholder executing and returning a
proxy has the power to revoke it at any time before it is voted at the Meeting
by notice in writing to the Secretary of the Company, or by attending the
Meeting and voting in person. Attendance at a meeting will not, in and of
itself, constitute revocation of a proxy.
Record Date and Share Ownership
The Board of Directors (the "Board") of the Company has fixed the close of
business on May 15, 1996 as the record date for the determination of the
shareholders entitled to receive notice of, and to vote at, the Annual Meeting
(the "Record Date"). The only outstanding classes of stock of the Company and
10,500 shares of 8% Preferred Stock are (i) its Common Stock, par value $.01 per
share (the "Common Stock"), and (ii) its 8% Convertible Redeemable Preferred
Stock, par value $1.00 per share (the "8% Preferred Stock"). On the Record Date,
there were issued and outstanding 2,635,530 shares of Common Stock.
Voting
The Common Stock and the 8% Preferred Stock are the only securities of the
Company entitled to vote at the Meeting. At the Meeting, each share of Common
Stock is entitled to one vote and each share of 8% Preferred Stock is entitled
to 25 votes. There are no cumulative voting rights with respect to the Common
Stock or the 8% Preferred Stock.
Quorum
The presence at the Meeting of the holders of a majority of the shares of
stock outstanding on the Record Date, in person or by proxy, constitutes a
quorum for the transaction of business by such holders at the Meeting.
Other Proposals
The Board does not know of any matter other than the foregoing that is
expected to be presented for consideration at the Meeting. However, if other
matters properly come before the Meeting, the Proxies intend to vote thereon in
accordance with their best judgment.
PROPOSAL I - ELECTION OF DIRECTORS
At the Meeting four directors, who will constitute the entire Board, are to
be elected to serve until the next annual meeting of stockholders and until
their successors shall be elected and shall qualify. All nominees have consented
to being named herein and have agreed to serve if elected. Should any of said
nominees not remain a candidate at the time of the Meeting (a situation which is
not now anticipated) proxies solicited hereunder will be voted in favor of those
nominees who do remain as candidates and may be voted for substitutes nominated
by the Board.
Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting.
The nominees of the Board of Directors are listed below, with certain
information about each of them:
NAME AGE POSITION WITH COMPANY SERVED AS DIRECTOR SINCE
- - ------------------ --- --------------------------- ------------------------
A. Robert Mancuso 58 Chairman, President and CEO May 1991
Martin J. Hermann 58 Director, Secretary and
General Counsel May 1991
Dr. Elmer M. Lipsey 71 Director December 1993
Daniel D. Traynor 53 Vice President and General June 1995
Manager of Acrodyne
Industries, Inc.
Proxies will be voted FOR the election of all of the above named nominees
unless the shareholders indicate that the proxy shall not be voted for all or
any one of the nominees. In no event, however, shall the proxies be voted for a
greater number of persons than the number of nominees named.
Directors and Executive Officers of the Registrant
The following table sets forth certain information about the executive
officers and directors of the Company. All officers and directors hold office
until their respective successors are elected and qualified, or until their
earlier resignation or removal.
NAME AGE POSITION
- - --------------------------------- ---- ----------------------
A. Robert Mancuso................. 58 Chairman of the Board,
President and Chief
Financial Officer of the
Company and Acrodyne
Industries, Inc.
Martin J. Hermann.................. 58 Director, Secretary and
General Counsel
Dr. Elmer M. Lipsey............... 71 Director
Daniel D. Traynor................... 53 General Manager and Vice
President of Acrodyne Industries,
Inc.
Dr. Timothy P. Hulick............. 53 Vice President--Engineering of
Acrodyne Industries, Inc.
A. ROBERT MANCUSO has been Chairman of the Board and President of the
Company since its inception in May 1991. From July 1991, until January 1993, he
was president of R.M. Hudson Co., Inc., financial consultants for mergers and
acquisitions. From January 1987 to June 1991, he served as vice president of
Reichhold Chemicals, a specialty chemical company. From January 1987 to June
1991, he also served as president of RBH Dispersions, another specialty chemical
company. From July 1986 to December 1989, he was senior vice president of
Polychrome Corporation, a manufacturer of film and printing plates for the ink
industry, and president and chief executive officer of Polychrome Chemicals, a
specialty chemical manufacturer. Reichhold Chemicals, RBH Dispersions,
Polychrome Corporation and Polychrome Chemicals are owned by Dainippon Ink &
Chemicals, Inc., a Japanese chemical conglomerate. Prior to joining the
Polychrome companies in 1986, he was employed by Union Carbide Corporation for
26 years. Since February 1989, Mr. Mancuso has served on the Board of Directors
of Silent Radio, Inc. (formerly LaSalle Capital Corp.).
MARTIN J. HERMANN has served as a Director, Secretary and General Counsel
of the Company since the Company's inception. Mr. Hermann has been secretary of
Silent Radio, Inc. since February 1991. Mr. Hermann has been engaged in the
private practice of law since 1963.
DR. ELMER M. LIPSEY has been a Director of the Company since December 24,
1993. Since 1984 he has been the President and Chief Executive Officer of E.M.
Lipsey Associates, Inc., a company which he founded to design and manufacture
digital communications and navigation equipment and systems. From 1991 to 1995,
he was the chief scientist and a director of The LuxCel Group, Inc., a cellular
communications company. He has specific expertise on the propagation of radio
signals, holds several patents, has published numerous scientific and
engineering papers, and was an engineering consultant to the U.S. Air Force and
Navy.
DANIEL D. TRAYNOR has been employed by Acrodyne Industries, Inc., a wholly
owned subsidiary of the Company ("Acrodyne"), since 1970, has been the Vice
President since 1985 and the General Manager since 1990, and has the
responsibility for overall day to day management of Acrodyne, including
supervision of production, sales and marketing. Prior to 1970 he held
engineering management positions with American Electronics Laboratories.
DR. TIMOTHY P. HULICK has been Vice President--Engineering of Acrodyne
since 1985, with responsibility for product concept, design, and development as
well as final test and field service. Dr. Hulick authored Acrodyne's 1989
United States patent for the digital amplitude modulator design concept. Prior
to 1985, Dr. Hulick was director of transmitter products development at the
Broadcast Products Division of Harris Corporation and president of Electronic
Research Corporation.
Directors will serve in such capacity until the next annual meeting of the
stockholders and thereafter or until their successors have been duly elected and
qualified. Executive officers are elected by the Board of Directors on an annual
basis and serve at the discretion of the Board or pursuant to an employment
agreement.
Board of Directors
The directors of the Company hold office for a term of one year or until
the next annual meeting of stockholders and the election and qualification of
their successors. The Company's bylaws provide for a Board of Directors
comprised of at least one person. The number of directors may be increased or
decreased by action of the stockholders or of the directors.
The Board held two meetings during the fiscal year ended December 31, 1995
at which all directors were present, and acted by unanimous written consent on
several occasions. The Company does not have a standing audit, compensation or
nominating committee, and the directors nominated for election at the Meeting
were nominated by the entire Board.
Directors are reimbursed for travel and other reasonable expenses related
to the Board meetings. Directors are not paid any fees for attending Board
meetings.
EXECUTIVE COMPENSATION The following table summarizes the compensation earned by
the Company's executive officers, for services provided during fiscal years 1995
and 1994.
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Securities
Underlying
Name & Principal Position Year Salary Bonus Options
- - ------------------------------------------- ---- -------- -------- ----------
<S> <C> <C> <C> <C>
A. Robert Mancuso 1995 $150,000 $104,000 37,500
Chairman of the Board and Chief Executive 1994 $ 37,070 (a) 200,000
Officer of the Company and of Acrodyne
Industries, Inc.
Daniel Traynor 1995 $126,500 37,500
General Manager and Vice President 1994 $122,882 ---
of Acrodyne Industries, Inc.
Dr. Tim Hulick 1995 $113,000 37,500
Vice President-Engineering 1994 $110,411 ---
of Acrodyne Industries, Inc.
</TABLE>
(a) includes $62,403 bonus payable in common stock representing 15,128
shares at the fair market value on December 29, 1995 (date bonus was earned) at
$4.125 per share.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of Securities Percent of
Underlying Options Granted Total Options
Non- Granted to Exercise Expiration
Name ISO Qualifying Total Grant Employees Price Date
- - ----------------- ------ ---------- ----------- ------------ -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
A. Robert Mancuso 28,571 8,929 37,500 25% $3.50 12-23-2003
Daniel Traynor 28,571 8,929 37,500 25% $3.50 12-23-2003
Timothy Hulick 28,571 8,929 37,500 25% $3.50 12-23-2003
David Meister 28,571 8,929 37,500 25% $3.50 12-23-2003
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES FISCAL YEAR AND YEAR-END OPTION VALUES
Number of
Securities Value of
Underlying Unexercised
Unexercised in-the-money
Options Options
Name at 12-31-95 at 12-31-95
- - ------------------ ------------------------- ------------
<S> <C> <C> <C>
A. Robert Mancuso Exercisable 133,333 $166,666
Unexercisable 104,167 150,521
Daniel Traynor Exercisable 0 $ 0
Unexercisable 37,500 42,188
Timothy Hulick Exercisable 0 $ 0
Unexercisable 37,500 42,188
David Meister Exercisable 0 $ 0
Unexercisable 37,500 42,188
</TABLE>
Employment Agreements
The Company has entered into a three-year employment agreement (subject to
successive two-year renewal terms) with Mr. Mancuso, pursuant to which Mr.
Mancuso serves as President, Chief Executive Officer and Chairman of the Board
of Directors of the Company at an initial base salary of $150,000 per year
commencing October 24,1994. Mr. Mancuso is entitled to receive a bonus equal to
the greater of (i) 5% of the Company's earnings before interest and taxes
("EBIT") for each year, or (ii) 10% of the difference between EBIT for the year
of the bonus and the previous year's EBIT. Mr. Mancuso was granted an option to
purchase 100,000 shares of Common Stock at an exercise price of $3.00 per share
pursuant to his employment agreement which vests equally over a three year
period commencing January 1, 1995. Mr. Mancuso was also granted an additional
option to purchase 100,000 shares of Common Stock pursuant to the Company's 1993
stock option plan (the "1993 Plan") at an exercise price of $3.50 per share.
Such option vested with regard to all 100,000 shares on October 25, 1995. The
Company also provides Mr. Mancuso with an automobile allowance of $900 per
month. The agreement also includes a non-competition obligation that extends for
two years following the expiration of the agreement or the earlier termination
of his employment.
In addition, the Company has entered into three-year employment agreements
with Mr. Traynor as Vice President and General Manager and Dr. Hulick as Vice
President-Engineering, respectively of Acrodyne commencing October 24, 1994.
Such agreements are subject to one or more two year renewals. Dr. Hulick
receives a base salary of $113,000 and Mr. Traynor receives a base salary of
$126,500. Each of Dr. Hulick and Mr. Traynor is entitled to an annual bonus of
up to 70% of their respective base salaries based upon a schedule of earnings
before taxes as a percentage of budgeted earnings before taxes.
PRINCIPAL SHAREHOLDERS The following table sets forth information with
respect to the beneficial ownership of shares of Common Stock as of March 21,
1996, and 8% Preferred Stock as of May 9, 1996, by (i) each person known by the
Company to be the owner of more than 5% of the outstanding shares of Common
Stock or 8% Preferred Stock, (ii) each director, and (iii) all directors and
officers as a group:
(1) (2) (3) (4)
Title of Name & Address Amount & Nature Percent of
Class (a) of Beneficial Owner of Beneficial Owner Class
- - ------------ ------------------- ------------------- ----------
(b)
Common Stock Daniel Traynor 172,960 shares 6.8%
Common Stock A. Robert Mancuso 236,794 shares(c) 8.6%
Common Stock Martin J. Hermann 55,000 shares 2.2%
Common Stock Dr. Elmer M. Lipsey -0- shares 0%
Common Stock All officers and 529,594 shares 20.7%
directors as a
group (6 persons)
8% Preferred Stock Furst Associates 5,200 shares 49.5%
8% Preferred Stock Eagle Partners 2,700 shares 25.7%
8% Preferred Stock FM Partners 2,100 shares 20.0%
(a) None of the officers or directors of the Company beneficially owns any
shares of 8% Preferred Stock.
(b) The address of Messrs. Traynor and Mancuso is c/o the Company,
516 Township Line Road, Blue Bell, Pennsylvania 19422. The address of Dr.
Lipsey is 6719 Wemberly Way, McLean, Virginia 22101. The address of Mr. Hermann
is 725 Glen Cove Avenue, Glen Head, New York 11545. The address of Furst
Associates, Eagle Partners and FM Partners is Suite 105, 621 E. Germantown
Pike, Plymouth Valley, Pennsylvania 19401-2454.
(c) Includes 166,666 shares of Common Stock issuable upon the exercise of
stock options granted to Mr. Mancuso consisting of (i) 100,000 shares of Common
Stock issuable pursuant to the Company's 1993 Plan which vested on October 25,
1995, and (ii) 66,666 shares of Common Stock issuable upon the exercise of stock
options granted to Mr. Mancuso pursuant to the terms of his employment agreement
of which 33,333 shares vested on January 1, 1995 and 1996 respectively. Does not
include 33,334 shares of Common Stock issuable upon the exercise of stock
options granted to Mr. Mancuso pursuant to the terms of his employment agreement
which vest on January 1, 1997. Does not include 37,500 shares granted to Mr.
Mancuso pursuant to the Company's 1993 Plan which vest on June 9, 1996.
Certain Relationships and Related Transactions
Any future transactions between the Company and any affiliate thereof will
be on terms no less favorable to the Company than those which are generally
available from unaffiliated third parties and must be ratified by a majority of
independent members of the Company's Board of Directors who do not have an
interest in such transaction.
There were no such matters which came before the Board during the year
ended December 31, 1995.
PROPOSAL II - RATIFICATION OF
PRICE WATERHOUSE LLP AS AUDITORS
Subject to shareholder ratification, the Board of Directors has reappointed
the firm of Price Waterhouse LLP as the independent auditors to examine the
Company's financial statements for the year 1996. Price Waterhouse has audited
the Company's books for the prior three years. Your Directors recommend that
shareholders vote FOR such ratification. Ratification of the appointment of
auditors would require a majority of the votes cast thereon. Any shares not
voted (whether by abstention, broker non-vote, or otherwise) have no impact on
the vote. If the shareholders do not ratify this appointment, other independent
auditors will be considered by the board.
Representatives of Price Waterhouse are expected to attend the Meeting and
will have the opportunity to make a statement if they desire and to respond to
appropriate questions.
During 1995, Price Waterhouse also examined the financial statements of the
Company's subsidiary, Acrodyne Industries, Inc. and provided other audit
services to the Company and subsidiaries in connection with filings with the
Securities and Exchange Commission (the "SEC") and review of financial
statements and provided tax services.
BOARD OF DIRECTORS' RECOMMENDATIONS
The Board of Directors unanimously recommends that the shareholders vote
"FOR" the foregoing Proposals.
SHAREHOLDERS PROPOSALS
Shareholders who wish to present proposals at the 1997 Annual Meeting
should submit their proposals in writing to the Secretary of the Company at the
address set forth on the first page of this Proxy Statement. Proposals must be
received no later than January 20, 1997 for inclusion in next year's Proxy
Statement and Proxy Card.
ANNUAL REPORT ON FORM 10-KSB
Upon the written request of any shareholder, the Company will provide,
without charge, a copy of the Company's Annual Report on Form 10-KSB filed with
the Commission for the year ended December 31, 1995. This request should be
directed to the Corporate Secretary, Acrodyne Communications, Inc., 516 Township
Line Road, Blue Bell, PA 19422.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, as well as persons who own more than ten
percent of the Company's Common Stock, to file with the SEC initial reports of
beneficial ownership and reports of changes in beneficial ownership of the
Common Stock. Directors, executive officers and greater-than-ten-percent
shareholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
The Company believes that all persons subject to the reporting requirements of
Section 16(a) filed all required reports on a timely basis during the past
fiscal year.
GENERAL INFORMATION
The cost of soliciting the enclosed form of Proxy will be borne by the
Company. In addition, the Company will reimburse brokerage firms and other
persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to such beneficial owners. Directors, officers
and regular employees of the Company may, without additional compensation,
solicit proxies either personally or by telephone, telegram or special letter.
At this time, the Board knows of no other business that will come before
the Meeting. However, if any other matters properly come before the Meeting, the
persons named as Proxy holders will vote on them in accordance with their best
judgment.
By Order of the Board of Directors
/s/ Martin J. Hermann
Martin J. Hermann, Secretary
May 20, 1996
<PAGE>
ACRODYNE COMMUNICATIONS, INC.
-----------------------------
PROXY
Annual Meeting of Stockholders, June 4, 1996
Proxy Solicited on behalf of the Board of Directors
---------------------------------------------------
The undersigned, a stockholder of Acrodyne Communications, Inc., a Delaware
corporation (the "Company"), does hereby constitute and appoint A. Robert
Mancuso the true and lawful attorney and proxy with full power of substitution,
for and in the name, place and stead of the undersigned, to vote all of the
shares of Common Stock of the Company that the undersigned would be entitled to
vote if personally present at the Annual Meeting of Stockholders of the Company
to be held on June 4, 1996 at Acrodyne Communications, Inc., 516 Township Line
Road, Blue Bell, PA 19422 at 10:00 a.m., local time, or at any adjournment or
adjournments thereof.
The undersigned hereby instructs said proxies or their substitutes as set
forth below.
1. ELECTION OF DIRECTORS:
-- FOR ALL OF THE NOMINEES LISTED -- WITHHOLD AUTHORITY TO VOTE FOR
BELOW (EXCEPT AS MARKED TO ALL OF THE NOMINEES AS INDICATED
THE CONTRARY). BELOW.
(INSTRUCTION: To withhold authority to vote for any nominee, draw a line
through that nominee's name below)
A. Robert Mancuso Daniel D. Traynor Dr. Elmer M. Lipsey Martin J. Hermann
2. RATIFICATION OF PRICE WATERHOUSE LLP AS COMPANY'S AUDITORS:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. DISCRETIONARY AUTHORITY:
To vote with discretionary authority with respect to all other matters that
may properly come before the Meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH ANY DIRECTIONS HEREINBEFORE
GIVEN. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED TO ELECT THE
NOMINEES AS DIRECTORS, TO RATIFY PRICE WATERHOUSE AS AUDITORS AND IN ACCORDANCE
WITH THE DISCRETION OF THE PROXIES OR PROXY WITH RESPECT TO ANY OTHER BUSINESS
TRANSACTED AT THE ANNUAL MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given and
ratifies and confirms all that the proxies appointed hereby, or any of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof. The
undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting, dated May 20, 1996.
Please mark, date, sign and mail this proxy in
the envelope provided for this purpose.
Dated: _______________________, 1996
----------------------------------
----------------------------------
Signatures(s)
NOTE: Please sign exactly as your name or names
appear hereon. When signing as attorney,
executor, administrator, trustee or guardian,
please indicate the capacity in which signing.
When signing as joint tenants, all parties in
the joint tenancy must sign. When a proxy is
given by a corporation, it should be signed with
full corporate name by a duly authorized
officer.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY.
