EXHIBIT 99.2
REVOCABLE PROXY
VIDEONICS, INC.
This Proxy is solicited on behalf of the Board of Directors for the
Annual Meeting of Shareholders to be held on December 28, 2000 (the "Meeting").
The undersigned hereby appoints the Board of Directors of Videonics,
Inc. (the "Company"), or its designee, with the power of substitution, to act as
attorneys and proxies for the undersigned, to represent and to vote, as
designated below, all shares of Common Stock of the Company, which the
undersigned is entitled to vote at the Meeting and at any adjournment thereof.
The directors recommend a vote "FOR" Proposals 1, 2 and 3.
<TABLE>
<CAPTION>
FOR WITHHELD
--- --------
2. The election as directors the nominees
listed below:
Michael L. D'Addio, Carl E. Berg, [ ] [ ]
N. William Jasper, and Mark C. Hahn
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the nominee's name on the line provided
below.
-------------------------------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
1. Approval of the merger agreement between [ ] [ ] [ ]
Focus Enhancements, Inc., PC Video Conversion,
Inc and Videonics whereby Videonics will become
a wholly owned subsidiary of Focus and
each share of Videonics common stock will be
converted into 0.87 shares of Focus common stock.
FOR AGAINST ABSTAIN
--- ------- -------
3. The ratification of the appointment of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as independent
auditors of Videonics, Inc. for
the fiscal year ending December 31, 2000.
</TABLE>
<PAGE>
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned SHAREHOLDER. If no direction is made, this proxy will be
voted FOR Proposals 1, 2 and 3. In addition, this proxy will be voted at the
discretion of the proxy holder(s) upon any other matter that may properly come
before the Meeting.
<PAGE>
Should the signatory(ies) be present and elects to vote at the Meeting,
or at any adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of such person's decision to terminate this proxy, the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. The signatory(ies) may also revoke this proxy by filing a
subsequently dated proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this proxy.
The signatory(ies) acknowledge(s) receipt from the Company prior to the
execution of this proxy of Notice of the Meeting, a Joint Proxy
Statement/Prospectus dated November 27, 2000.
Please check here if you
Dated: , 2000 [ ] plan to attend the Meeting.
---------------
--------------------------------
SIGNATURE OF SHAREHOLDER
--------------------------------
SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this Proxy card. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
--------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
--------------------------------------------------------------------------------
