<PAGE>
Schedule 14A. Information required in proxy statement.
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 240.14a-11(c) or 240.14a-12
.........................................
Laser Technology, 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>
[LOGO OF LASER TECHNOLOGY, INC. APPEARS HERE]
7070 SOUTH TUCSON WAY
ENGLEWOOD, COLORADO 80112
January 20, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the
"Meeting") of Laser Technology, Inc. (the "Company") on Tuesday, February 18,
1997, at 10:00 a.m. local time, at the Denver Marriott Southeast, Salon 1,
located at 6363 East Hampden Avenue, Denver, Colorado 80222.
Those matters expected to be acted upon at the Meeting are described in
detail in the attached Notice of Annual Meeting of Stockholders and Proxy
Statement.
Your participation at this Meeting is very important, regardless of the
number of shares you hold. Whether or not you plan to attend the Meeting,
please complete, date, sign and return the accompanying proxy promptly in the
enclosed envelope. If you attend the Meeting, you may revoke your proxy and
vote your shares in person.
We look forward to seeing you at the Meeting.
Sincerely,
/s/ DAVID WILLIAMS
------------------------------
David Williams
President and Chief Executive
Officer
<PAGE>
LASER TECHNOLOGY, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 18, 1997
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Laser Technology, Inc., an Idaho corporation (the "Company"),
will be held on Tuesday, February 18, 1997, at 10:00 a.m. local time, at the
Denver Marriott Southeast, Salon 1, located at 6363 East Hampden Avenue,
Denver, Colorado 80222, for the following purposes:
1. To elect seven directors to serve for the ensuing year or until their
successors are duly elected and qualified;
2. To approve the adoption of an Agreement of Merger whereby the Company
will change its state of incorporation from Idaho to Delaware pursuant
to a "migratory merger" that will merge the Company into Laser
Technology, Inc., a newly-formed Delaware corporation.
3. To ratify the appointment of BDO Seidman, LLP as independent auditors
for the Company for the fiscal year ending September 30, 1997; and
4. To transact such other business as may properly come before the Meeting
and any adjournments thereof.
Only stockholders of record at the close of business on January 20, 1997,
are entitled to notice of and to vote at the Meeting and any adjournments
thereof.
All stockholders are cordially invited to attend the Meeting in person. To
assure your representation at the Meeting, and whether or not you plan to
attend in person, you are urged to mark, sign, date and return the enclosed
proxy card at your earliest convenience. Any stockholders attending the
Meeting may revoke their proxies and vote their shares in person.
By Order of the Board of Directors
/s/ DAN N. GROTHE
-----------------------------------
Dan N. Grothe
Secretary
Englewood, Colorado
January 20, 1997
<PAGE>
LASER TECHNOLOGY, INC.
7070 SOUTH TUCSON WAY
ENGLEWOOD, COLORADO 80112
----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders (the "Meeting") of Laser
Technology, Inc. (the "Company") to be held on Tuesday, February 18, 1997, at
10:00 a.m. local time, at the Denver Marriott Southeast, Salon 1, located at
6363 East Hampden Avenue, Denver, Colorado 80222, and at any and all
adjournments thereof. The accompanying proxy is solicited by the Board of
Directors of the Company and is revocable by the stockholder any time before
it is voted. For more information concerning the procedure for revoking the
proxy, see "General." This Proxy Statement is first being mailed to
stockholders on or about January 20, 1997, accompanied by the Company's Annual
Report to Stockholders for the fiscal year ended September 30, 1996.
Stockholders of record at the close of business on January 20, 1997 will be
entitled to vote on all matters. On the record date the Company had 4,999,433
shares of the Company's Common Stock (the "Common Stock") outstanding. The
holders of the Common Stock are entitled to one vote per share. The Company
has no class of voting securities outstanding other than the Common Stock.
A majority of the issued and outstanding shares of the Common Stock entitled
to vote, represented in person or by proxy, constitutes a quorum at any
stockholders' meeting. In the election of directors (Proposal One), that
number of candidates equaling the number of directors to be elected, having
the highest number of votes cast in favor of their election, are elected to
the board of directors. Adoption of Proposal Two will require the affirmative
vote of the holders of a majority of the shares outstanding. Adoption of
Proposal Three will require the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter. The
failure to return a properly executed proxy card or to vote in person
("abstention") at the Annual Meeting will have the same effect as a vote
against Proposal Two but will have no effect on Proposals One and Three.
Proxies received and marked "Abstain" as to any proposal will be counted in
determining a quorum. Such proxies will have the same effect as a vote against
Proposals Two and Three but will have no effect on Proposal One. Similarly,
"broker non-votes" (referring to instances where a broker or other nominee
physically indicates on the proxy that, because it has not received
instructions from beneficial owners, it does not have discretionary authority
as to certain shares of Common Stock to vote on the proposal) will have the
same effect as a vote against Proposals Two and Three but will have no effect
on Proposal One.
The proxies named in the enclosed proxy card may, at the direction of the
Board, vote to adjourn or postpone the Meeting to another time or place for
the purpose of soliciting additional proxies necessary for approval of a
proposal or otherwise.
The principal purposes of the merger described under Item 2, "Merger into
Delaware Company" on page 7 (the "Merger"), are (i) to change the state of
incorporation of the Company from Idaho to Delaware and (ii) to adopt certain
changes to the Company's charter documents. The Merger would not involve any
change in the business, properties, management or capital structure of the
Company.
Stockholders who do not wish to vote in favor of the Merger may require the
Company to purchase their shares for the fair value thereof. Upon approval of
the Merger, the Company will give to each stockholder who did not vote in
favor of the Merger written notice containing instructions with respect to a
demand for payment. Stockholders who vote in favor of the Merger lose the
right to have the Company purchase their shares. See "Merger into Delaware
Company--Right to Dissent and Appraisal Rights of Stockholders Objecting to
the Proposed Merger" on page 12 of this Proxy Statement.
Any properly executed proxy returned to the Company will be voted in
accordance with the instructions indicated thereon. If no instructions are
marked with respect to the matters to be acted upon, each such proxy will be
voted in accordance with the recommendations of the Board of Directors set
forth in this Proxy Statement.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the provisions of the Company's Articles of Incorporation and
By-Laws, the Board of Directors is to consist of at least three directors and
a maximum of nine directors. Presently, the number of directors in office is
seven.
At the Meeting, seven directors will be nominated to be elected to the Board
of Directors, each director to hold office for one year or until the
director's successor is elected and qualified. Unless otherwise instructed, it
is intended that the shares represented by the enclosed proxy will be voted
FOR the election of the seven nominees named below, all of whom are currently
directors of the Company. In the event any of the nominees named herein are
unable or decline to serve as a director at the time of the Meeting, it is
intended that the proxies will be voted for the election of a substitute
nominee as the proxy holder may determine. The Board of Directors has no
reason to believe that any nominee listed below will be unable or will decline
to serve as a director.
The following persons, all of whom are incumbent directors, are being
nominated for election to the Company's Board of Directors:
NOMINEE FOR ELECTION TO THE OFFICE OF DIRECTOR AT THE 1997 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR
NOMINEE AGE SINCE POSITION WITH THE COMPANY
- ------- --- -------- ------------------------------
<S> <C> <C> <C>
David Williams...................... 41 1986 President, C.E.O. and Director
Jeremy G. Dunne..................... 39 1986 Vice President and Director
Dan N. Grothe....................... 59 1992 Secretary and Director
William R. Carr..................... 57 1994 Director
H. DeWorth Williams................. 61 1994 Director
F. James Lynch...................... 67 1995 Director
Richard B. Sayford.................. 65 1995 Director
</TABLE>
BUSINESS EXPERIENCE OF DIRECTORS AND NOMINEES
David Williams. Mr. Williams has been employed by the Company since January
1986. He served as Vice President of marketing and finance prior to becoming
President and Chief Executive Officer in December 1986. From 1983 to 1985, Mr.
Williams was a financial consultant with Williams Investments Company, a
financial consulting and venture capital firm. From 1981 to 1983, Mr. Williams
was a financial officer and consultant for Valley Care, Inc., a health care
provider. Mr. Williams is a 1981 graduate from the University of Utah with a
B.S. Degree in Finance.
Jeremy G. Dunne. Mr. Dunne has been employed by the Company since 1986. From
1981 to 1986, Mr. Dunne was a chief engineer for Hydrographic Services,
International in Southbrough Kent, England, a company that performs software
and system design for the hydrographic surveying industry. From 1980 to 1981,
Mr. Dunne was an electrical engineering technician with Plessy Marine, Ltd. in
Ilford Essex, England, a manufacturer of electronic instrumentation. Mr. Dunne
earned a B.A. Degree in Electrical Engineering from the University of
Cambridge, Cambridge, England.
Dan N. Grothe. In May 1993, Mr. Grothe became a full time employee of the
Company directing certain activities focused on improving marketing to federal
and municipal government agencies. Mr. Grothe also serves as President of the
Company's wholly-owned subsidiary, Laser Communications, Inc., heading
marketing efforts of the Company's DAS100 Ship Docking Aid Systems. From 1989
to May 1993, Mr. Grothe was self employed as a financial advisor to
corporations doing business with governmental entities. From 1987 to 1989, Mr.
Grothe was a Vice President at Hanifen Imhoff, Inc., Denver, Colorado, working
primarily as a tax-exempt bond underwriter.
2
<PAGE>
William R. Carr. For thirty years and until his retirement in January 1994,
Mr. Carr was with the Northern Division of the United States Forest Service
having responsibility for the region's timber sale valuation and measurement
programs. During the past twenty years, Mr. Carr has chaired national forestry
committees and has been the recipient of the Regional Foresters Management
Effectiveness and Improvements Honor Award, and USDA Award for Distinguished
Service. Mr. Carr holds a M.S. Degree in Forestry from the University of
Montana.
H. DeWorth Williams. Mr. Williams is the owner of Williams Investment
Company and has been a financial consultant for more than twenty years. During
this time, Mr. Williams has been instrumental in facilitating and completing
several mergers, acquisitions, business consolidations and underwritings. Mr.
Williams is the brother of the Company's President, David Williams.
F. James Lynch. From 1976 to 1994 Mr. Lynch was Chairman and CEO of
Electromedics, Inc. Electromedics, Inc. was acquired by Medtronic in April
1994. Electromedics designed, manufactured and marketed blood management
equipment for use in cardiovascular, orthopedic and other medium/high blood
loss surgeries. In 1995, Mr. Lynch organized FJL Venture Group which works
with high technology start-up companies. Mr. Lynch also serves as Managing
Partner of Kerr Vehicle Resources LLC and is a Board member and Treasurer of
St. Joseph Hospital Foundation located in Denver, Colorado.
Richard B. Sayford. Since 1979, Mr. Sayford has been the President of
Strategic Enterprises, Inc., a privately held consulting firm specializing in
consulting with high technology companies and venture firms. Since 1980, Mr.
Sayford has served as a member of the Board of Directors of MCI Communications
Company. Mr. Sayford also serves on the Boards of VISX, a manufacturer of
laser vision correction systems in Santa Clara, California and also serves on
the Board of Medtrac Technologies, a medical devices manufacturer in Denver,
Colorado. Mr. Sayford holds an MBA degree from the Harvard Business School.
The Board of Directors recommends that the stockholders vote FOR the
election of each nominee for director named above.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. The Company has
not directly compensated its directors for service on the Board of Directors
or any committee thereof, although directors are eligible to receive grants of
options under the Company's incentive plans. Any non-employee director of the
Company is reimbursed for expenses incurred for attendance at meetings of the
Board of Directors and any committee of the Board of Directors. Each executive
officer of the Company serves at the discretion of the Board of Directors.
The Board of Directors has established the following committees and retains
the authority to establish additional committees from time to time:
The Audit Committee recommends the Company's independent certified public
accountants, reviews the annual audit and interim financial reports of the
Company, and reviews audit and any nonaudit fees paid to the Company's
independent certified public accountants. The Audit Committee reports its
findings and recommendations to the Board of Directors for ratification.
During the last fiscal year, the members of the Audit Committee were Dan N.
Grothe, William R. Carr, F. James Lynch and Richard B. Sayford, and the
committee held two meetings.
The Compensation Committee supervises the Company's compensation policies,
administers employee incentive plans, reviews and approves officers' salaries,
and recommends to the Board of Directors such other forms of remuneration as
it deems appropriate. During the last fiscal year, members of the Compensation
Committee were H. DeWorth Williams, F. James Lynch and William R. Carr. The
Compensation Committee did not meet during the last fiscal year.
3
<PAGE>
During the Company's fiscal year ended September 30, 1996, there were five
meetings of the Board of Directors. Each director attended all meetings in
1996, and each member of the Board of Directors attended 75% or more of the
aggregate number of meetings of the Board and any Committee of which he is a
member.
The Board of Directors, acting as a committee of the whole, has the
responsibility for considering nominations for prospective Board members. The
Board of Directors will consider nominees recommended by stockholders who
submit a notice of nomination to the Company at least 60 but not more than 90
days prior to the first anniversary of the preceding year's annual meeting.
Such notice shall contain appropriate data with respect to the suggested
candidate in order to make an informed decision as to the qualifications of
the person.
Set forth below is certain information regarding the executive officer of
the Company who does not serve on the Board of Directors.
Pamela Sevy, age 31, has been employed by the Company since August 1987 and
has served as Treasurer and Chief Financial Officer of the Company since
September 1992. Previously, she held the position of Company Controller. From
1985 to 1987, Ms. Sevy conducted accounting operations for E.O.C., a Denver
based, four store retail optical outlet. From 1981 to 1985, she worked with
PTI, an Englewood, Colorado company specializing in corporate accounting and
administrative assistance.
EXECUTIVE COMPENSATION
The following table sets forth a summary of cash and non-cash compensation
for each of the last three fiscal years ended September 30, 1996, 1995 and
1994, with respect to the Company's Chief Executive Officer. No executive
officer of the Company has earned a salary greater than $100,000 annually for
any of the periods depicted.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION COMPENSATION
- --------------------------- ---- ------- ------- ------------ ------------
<S> <C> <C> <C> <C> <C>
David Williams,................. 1996 $84,600 $ -- $ -- $ --
President, C.E.O. 1995 75,675 -- -- --
1994 72,000 -- -- --
</TABLE>
The preceding table does not include any amounts for noncash compensation,
including personal benefits, paid to David Williams. The Company believes that
the value of such noncash benefits and compensation paid to David Williams
during the periods presented did not exceed the lesser of $50,000 or 10% of
the cash compensation reported for him.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED
OPTIONS/SARS AT FISCAL IN-THE-MONEY
YEAR END FISCAL YEAR END
EXERCISABLE/ EXERCISABLE/
NAME AND PRINCIPAL POSITION UNEXERCISABLE UNEXERCISABLE
--------------------------- ---------------------- ---------------
<S> <C> <C>
David Williams.......................... 45,500 $14,105
President, C.E.O. (1) 22,750 7,052
</TABLE>
- --------
(1) On June 3, 1994, the Company granted options to purchase 68,250 shares of
the Company's common stock to David Williams, President and CEO, pursuant
to the Company's Equity Incentive Plan. The options are non-transferable
and vest annually in three equal installments over a three year period.
4
<PAGE>
EMPLOYMENT AGREEMENTS
Since July 1992, the Company has had employment agreements with David
Williams and Jeremy G. Dunne, pursuant to which they receive annual base
salaries subject to increases at the discretion of the Board of Directors.
Each employment agreement prohibits the employee from directly or indirectly
competing with the Company during and for a period of three years following
termination of his employment.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who beneficially own more
than ten percent of the Company's outstanding Common Stock, to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten percent
beneficial owners also are required by rules promulgated by the SEC to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely upon a review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that for the fiscal year ended September 30, 1996, all
Section 16(a) filing requirements applicable to officers, directors and
greater than ten percent beneficial owners were complied with.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 20, 1997, the number of shares
and the percentage ownership of record and/or beneficially owned by each
person who serves as a director of the Company and by all directors, nominees,
and executive officers of the Company as a group. Unless otherwise indicated,
the Company has been advised that each of the named persons has sole voting
power and sole dispositive power with respect to the shares indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED AS OF JANUARY 20, 1997 COMMON STOCK(1)
- ------------------------ ----------------------------- ---------------
<S> <C> <C>
David Williams(2)................ 391,936 7.8%
Jeremy G. Dunne(3)............... 390,750 7.7%
Dan N. Grothe(4)................. 32,000 .64%
William R. Carr(5)............... 24,500 .49%
F. James Lynch(6)................ 22,000 .44%
Richard B. Sayford(7)............ 14,000 .28%
H. DeWorth Williams(8)........... 569,157 11.3%
All Officers and Directors as a
Group (8 persons)(9)............. 1,711,343 33.0%
</TABLE>
- --------
(1) As of January 20, 1997, there were 4,999,433 shares of the Company's
Common Stock outstanding. Percentage ownership is calculated separately
for each person on the basis of the actual number of outstanding shares as
of January 20, 1997, and assumes the exercise of options held by such
person (but not by anyone else) exercisable within sixty days.
(2) Includes 45,500 shares which may be acquired by Mr. Williams pursuant to
the exercise of stock options exercisable within sixty days.
(3) Includes 45,500 shares which may be acquired by Mr. Dunne pursuant to the
exercise of stock options exercisable within sixty days.
(4) Includes 22,000 shares which may be acquired by Mr. Grothe pursuant to the
exercise of stock options exercisable within sixty days.
(5) Includes 20,000 shares which may be acquired by Mr. Carr pursuant to the
exercise of stock options exercisable within sixty days.
(6) Includes 20,000 shares which may be acquired by Mr. Lynch pursuant to the
exercise of stock options exercisable within sixty days.
(7) Includes 10,000 shares which may be acquired by Mr. Sayford pursuant to
the exercise of stock options exercisable within sixty days.
(8) Includes 20,000 shares which may be acquired by Mr. Williams pursuant to
the exercise of stock options exercisable within sixty days.
(9) Includes 267,000 shares which may be acquired by the Company's officers or
directors within sixty days pursuant to the exercise of stock options at
various prices.
6
<PAGE>
ITEM 2. MERGER INTO DELAWARE COMPANY
GENERAL
The Board of Directors has recommended the adoption of the Agreement and
Plan of Merger attached to the Proxy Statement as Attachment A, pursuant to
which the Company will be merged into Laser Technology, Inc., a Delaware
corporation (the "Delaware Company"). Under the terms of the Merger, each
outstanding share of the Company's Common Stock, $.01 par value per share,
will be converted into one share of the Delaware Company's Common Stock, $.01
par value per share.
The principal purposes of the Merger are (i) to change the state of
incorporation of the Company from Idaho to Delaware and (ii) to adopt certain
changes to the Company's charter documents. The Merger will not involve any
change in the business, properties, management or capital structure of the
Company. Upon the effective date of the Merger, the Delaware Company will be
the continuing corporation and will own all of the assets and will be
responsible for all of the liabilities of the Company. The Delaware Company
will continue the Company's business under the name Laser Technology, Inc.,
and the Idaho corporation will cease to exist.
For many years the State of Delaware has followed a policy of encouraging
incorporation in that state and, in furtherance of that policy, has adopted
comprehensive, modern and flexible corporate laws which are periodically
updated and revised to meet changing business needs. As a result, many
corporations have been initially incorporated in Delaware or have subsequently
reincorporated in Delaware in a manner similar to that proposed by the
Company. Because of Delaware's prominence as a state of incorporation for many
corporations, the Delaware courts have developed considerable expertise in
dealing with corporate issues and a substantial body of case law has developed
construing the Delaware General Corporation Law ("DGCL") and establishing
public policies with respect to corporations incorporated in Delaware.
Consequently, Delaware corporation law is comparatively well known and
understood. It is anticipated that, as in the past, Delaware corporation law
will continue to be interpreted and explained in a number of significant court
decisions. Stockholders should be aware, however, that Delaware law has been
publicly criticized on the grounds that it does not afford minority
stockholders all the same substantive rights and protections that are
available under the laws of a number of other states (including Idaho) and
that, as a result of the proposed Merger, the rights of stockholders will
change in a number of important respects. In addition, Delaware law does not
provide for the equivalent of Idaho's Control Share Acquisition Law, designed
to protect Idaho corporations from certain take-over attempts. The Board of
Directors believes that the advantages of the Merger to the Company and its
stockholders outweigh its possible disadvantages.
The Company's charter documents are proposed to be amended to authorize a
class of preferred stock and to adopt certain anti-takeover provisions. The
preferred stock may be used in acquisitions or to obtain financing. The
issuance of preferred stock and the anti-takeover provisions may have the
effect of delaying, deferring or preventing a change in control of the Company
without any action by the stockholders. The Company believes such protection
is important in order to promote the longer term stability of the Company. The
Company is not aware of any current efforts by any person to take control of
the Company.
RESULTS OF THE CHANGE TO DELAWARE
Summarized below are the principal differences between the Idaho Business
Corporations Act ("IBCA") and the DGCL which may affect the interests of
stockholders. This summary does not purport to be a complete statement of the
differences between the IBCA and the DGCL and related laws affecting
stockholders' rights, and the summary is qualified in its entirety by
reference to the provisions of these laws. Stockholders of the Company are
advised to consult with their own legal counsel regarding all such matters.
Control Share Acquisition: Idaho's Control Share Acquisition Law defines a
control acquisition as one involving the acquisition of 20 percent or more of
the voting stock of an "issuing public corporation." An issuing public
corporation is a corporation which has more than 50 shareholders and is either
incorporated under
7
<PAGE>
the laws of Idaho or (i) has a place of business or its principal executive
office located in Idaho, (ii) owns or controls assets located within Idaho
that have a fair market value of at least $1,000,000, (iii) has more than 250
employees residing in Idaho, and (iv) has either (x) more than 10% of its
shareholders resident in Idaho, or (y) more than 10% of its shares owned of
record by Idaho residents. An entity which acquires control shares (i.e., the
right to vote more than 10% of the voting power of the corporation in the
election of directors) must obtain the approval of 66 2/3% of the outstanding
disinterested shares (i.e., of the shares neither controlled by management nor
the acquiror) in order to have the right to vote them. Delaware does not have
a similar statute.
Business Combination: Idaho's Business Combination Law generally prohibits
an issuing public corporation (as defined above) from engaging in a "business
combination" with an "interested stockholder" for a period of three years
after the date of the transaction in which the person became an interested
stockholder, unless (i) prior to such date the Board of Directors of the
corporation approved either the business combination or the transaction in
which the person became an interested stockholder, or (ii) on or after such
date the business combination is approved by the affirmative vote of at least
66 2/3% of the outstanding voting stock of the corporation that is not owned
by the interested stockholder. After three years have elapsed, a business
combination in lieu of the vote of disinterested shareholders can be
effectuated in the normal fashion if it meets certain fair pricing provisions.
A "business combination" generally includes mergers, asset sales and similar
transactions between the corporation and the interested stockholder, and other
transactions resulting in a financial benefit to the stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns 10% or more of the corporation's voting stock or who is an
affiliate or associate of the corporation.
Delaware law generally prohibits a publicly held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless (i) prior to such date the Board of
Directors of the corporation approved either the business combination or the
transaction in which the person became an interested stockholder, (ii) upon
consummation of the transaction that resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
outstanding voting stock of the corporation excluding shares owned by officers
or directors of the corporation and by certain employee stock plans, or (iii)
on or after such date the business combination is approved by the Board of
Directors of the corporation and by the affirmative vote of at least 66 2/3%
of the outstanding voting stock of the corporation that is not owned by the
interested stockholder. A "business combination" generally includes mergers,
asset sales and similar transactions between the corporation and the
interested stockholder, and other transactions resulting in a financial
benefit to the stockholder. An "interested stockholder" is a person who,
together with affiliates and associates, owns 15% or more of the corporation's
voting stock or who is an affiliate or associate of the corporation and,
together with his affiliates and associates, has owned 15% or more of the
corporation's voting stock within three years.
Appraisal Rights: Idaho law provides stockholders with appraisal rights in
more situations than does Delaware law. Under Idaho law, a stockholder may be
entitled to appraisal when the stockholders vote (i) to merge or consolidate
with other corporations, or (ii) to sell or exchange all or substantially all
of its property and assets. Delaware, for example, does, not permit appraisal
rights in the event of certain mergers for the shares of any class or series
which are listed on a national stock exchange or which are held of record by
more than two thousand shareholders.
Loans to Directors: Under Idaho law, loans to directors are generally
prohibited unless approved by a majority of stockholders. Delaware law permits
loans to directors if approved by the Board of Directors; stockholder approval
is not required.
Employee Stock Options: Idaho law forbids Idaho corporations to grant stock
options to directors, officers or employees unless stockholder approval is
obtained. Delaware law permits the grant of such options upon Board approval.
Special Meetings of Stockholders: Idaho law allows a special meeting of
stockholders to be called by 1/5 of the shares entitled to vote thereon.
Delaware law allows a corporation to determine the number of shares needed to
call a special meeting.
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Action by Stockholders without Meeting: Under Idaho law, stockholders'
actions taken without a meeting require unanimous consent. Delaware law
permits any such action to be taken by majority vote, provided that written
notice is sent to the other stockholders informing them of the actions taken.
However, the Delaware Company's Certificate of Incorporation prohibits action
by written consent of stockholders.
SUMMARY OF PROVISIONS OF THE DELAWARE COMPANY'S CHARTER DOCUMENTS
In addition to the changes in stockholders' rights resulting in the change
from Idaho law to Delaware law, the Delaware Company's Certificate of
Incorporation and By-laws contain certain differences from the Company's
Articles of Incorporation. This summary does not purport to be a complete
statement of the differences between the Company's Articles of Incorporation
and the Delaware Company's Certificate of Incorporation, and the summary is
qualified in its entirety by reference to the provisions of these documents.
Shareholders of the Company are advised to consult with their own legal
counsel regarding all such matters.
The Company's current Articles of Incorporation authorize 25,000,000 shares
of Common Stock, of which 4,999,433 shares were outstanding as of January 20,
1997.
After the Merger, the Delaware Company's Certificate of Incorporation will
authorize (i) 25,000,000 shares of Common Stock, of which 4,999,433 will be
outstanding immediately following the effective date of the merger, and (ii)
2,000,000 shares of preferred stock, of which none will be outstanding.
The issuance of preferred stock could affect the rights of holders of the
Company's Common Stock. The Board of Directors is authorized, without any
further action by the stockholders, to determine the voting rights, dividend
rights, dividend rates, liquidation preferences, redemption provisions,
sinking fund terms, conversion or exchange rights and other rights,
preferences, privileges and restrictions of any wholly unissued series of
preferred stock and the number of shares constituting any such series. In
addition, such preferred stock could have other rights, including economic
rights senior to the Common Stock, so that the issuance of such preferred
stock could adversely affect the market value of the Common Stock. The
issuance of preferred stock may also have the effect of delaying, deferring or
preventing a change in control of the Company without any action by the
stockholders. The Company has no current plans to issue any preferred stock.
Certain provisions of the Delaware Company's Certificate of Incorporation
and Bylaws summarized below may have an anti-takeover effect and may delay,
defer or prevent a tender offer or takeover attempt that a stockholder might
consider in its best interest, including attempts that might result in a
premium over the market price for the shares held by stockholders.
The Delaware Company's Certificate of Incorporation or Bylaws provide (i)
that directors can be removed from office only for cause and only with the
approval of 80% of the votes of outstanding shares of stock entitled to vote
in the election of directors ("Voting Power"), (ii) that vacancies on the
Board of Directors may be filled only by the remaining directors, (iii) that
any action required or permitted to be taken by the stockholders of the
Delaware Company may be effected only at an annual or special meeting of
stockholders, and not by written consent of the stockholders, (iv) that
special meetings of the Delaware Company's stockholders generally can be
called only by the Board of Directors, (v) that the stockholders of the
Delaware Company may adopt, amend or repeal Bylaws only with the approval of
holders of at least 80% of the Voting Power, and (vi) for an advance notice
procedure for the nomination, other than by or at the direction of the Board
of Directors or a Committee of the Board of Directors, of candidates for
election as directors as well as for other stockholder proposals to be
considered at annual meetings of stockholders. In general, notice of intent to
nominate a director or raise business at such meetings must be received by the
Delaware Company not less than 30 nor more than 60 days before the meeting,
and must contain certain information concerning the person to be nominated or
the matters to be brought before the meeting and concerning the stockholder
submitting the proposal. The affirmative vote of the holders of at least 80%
of the Voting Power is required to amend or repeal, or adopt any provision
inconsistent with, the provisions described in this paragraph or to provide
for cumulative voting.
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The Company's current Articles of Incorporation or bylaws or applicable
Idaho law (i) provide for removal of directors with or without cause by a
majority vote of the stockholders; (ii) permit shareholders to fill vacancies
on the Board; (iii) permit action by written consent of the shareholders
(although such action must be unanimous); (iv) provide that a special meeting
may be called by the Board of Directors or the holders of shares entitled to
cast at least 1/5 of the votes at such meeting; (v) permit the bylaws to be
amended by the stockholders by a vote of the majority of the shares
represented at a meeting and entitled to vote on the matter, and (vi) do not
restrict the ability of the stockholders to nominate directors at shareholders
meetings.
The foregoing objectives will be accomplished through a "migratory merger",
some of the principal features of which are as follows.
(1) The Company will be merged into the Delaware Company, which will be
the survivor of the Merger.
(2) The Merger is not intended to effect any change in the business,
property, management or capitalization of the Company.
(3) Subject to the applicable provisions regarding appraisal rights of
the Company's stockholders who file a written objection to the Merger, each
share of the Company's Common Stock issued and outstanding on the effective
date of the Merger will automatically become one share of Common Stock of
the Delaware Company.
(4) For Federal income tax purposes, no gain or loss will be recognized
by the Company's stockholders, except those who exercise their appraisal
rights.
(5) The Delaware Company will succeed to the business of the Company, and
the stockholders of the Company will become stockholders of the Delaware
Company.
(6) The rights of the Company's stockholders, who upon consummation of
the Merger will become stockholders of the Delaware Company, will be
governed by the laws of the State of Delaware and by the terms and
provisions of the Certificate of Incorporation and By-laws of the Delaware
Company.
(7) The officers and Directors serving the Company on the Effective Date
of the Merger will thereupon hold the same offices with the Delaware
Company.
Stockholders have the right to dissent from the Merger and to demand and
receive appraisal rights for their shares of Common Stock in the Company by
complying with the requirements of Section 30-1-81 of the Idaho Business
Corporation Act. See "Right to Dissent and Appraisal Rights of Stockholders
Objecting to the Proposed Merger."
The discussion contained in this Proxy Statement is qualified in its
entirety by reference to the Agreement and Plan of Merger, a copy of which is
attached hereto as Attachment A, and to the Certificate of Incorporation of
the Delaware Company, a copy of which is attached hereto as Attachment B.
THE MERGER
It is presently anticipated that the date on which the Merger will be
consummated (the "Effective Date of the Merger") will be February 18, 1997 or
as soon thereafter as practicable. However, the Board of Directors of the
Company has reserved the right to abandon the Merger prior to the Effective
Date of the Merger. See "Termination."
Upon the Effective Date of the Merger each share of Common Stock of the
Company will be converted automatically into one share of Common Stock of the
Delaware Company and thereafter the outstanding certificates for shares of the
Company's Common Stock will represent the same number of shares of Common
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Stock of the Delaware Company. The Company's existing stock certificates will
be deemed to represent the same number of the Delaware Company's shares as
were represented by the existing stock certificates prior to the Merger and IT
WILL NOT BE NECESSARY FOR STOCKHOLDERS TO EXCHANGE THEIR EXISTING STOCK
CERTIFICATES FOR NEW STOCK CERTIFICATES. Following the Merger, previously
outstanding stock certificates will constitute "good delivery" in connection
with sales through a broker, or otherwise, of shares of the Delaware Company.
The Delaware Company Common Stock will be listed on the American Stock
Exchange as the Common Stock of the Company is presently listed.
Pursuant to the Merger Agreement, each option, warrant or right to purchase
a share of the Company's Common Stock outstanding immediately prior to the
effective time of the Merger will become an option, warrant or right to
purchase a share of the Delaware Company's Common Stock upon the same terms
and conditions as existed immediately prior to the effective time of the
Merger. Future options, warrants and rights, if any, granted under the
Company's option plans or otherwise will be for shares of the Delaware
Company's Common Stock.
FEDERAL TAX CONSEQUENCES
The following material is based on discussions with counsel. No opinion of
counsel has been obtained. Stockholders are advised to consult with their own
tax advisors for more detailed information relating to their individual tax
circumstances.
The Merger will constitute a reorganization under Section 368(a)(1) of the
Internal Revenue Code. For federal income tax purposes, no gain or loss will
be recognized by the stockholders (other than stockholders who exercise their
appraisal rights) of the Company on the automatic conversion of their shares
of the Company into shares of the Delaware Company as a result of the Merger.
Each stockholder (other than objecting stockholders) will have a basis in
shares of the Delaware Company equal to the basis in the stockholder's shares
of the Company immediately prior to the Effective Date of the Merger and the
stockholder's holding period of shares of the Delaware Company will include
the period during which the stockholder held the corresponding shares of the
Company provided such shares were held by the stockholder as a capital asset
on the Effective Date of the Merger. No gain or loss will be recognized by the
Company or by the Delaware Company as a result of the Merger.
The receipt of cash in exchange for their shares by objecting stockholders
will be a taxable event to such stockholders. Each stockholder is advised to
consult his or her attorney or tax advisor as to the Federal, state or local
tax consequences of the proposed Merger in view of his or her individual
circumstances.
CAPITAL STOCK OF THE DELAWARE COMPANY
Common Stock
The Common Stock of the Delaware Company is identical to that of the
Company. Holders of the Common Stock vote as one class on all matters,
including the election of directors, to be voted on by the Delaware Company's
stockholders. There is no cumulative voting with respect to the election of
directors. As a result, the holders of more than 50% of the shares voting for
the election of directors can elect 100% of the directors if they choose to do
so.
Holders of the Common Stock are entitled to receive ratably such dividends,
if any, as are declared by the Delaware Company's Board of Directors out of
funds legally available for that purpose. In the event of the liquidation,
dissolution or winding up of the Delaware Company, holders of Common Stock are
entitled to share ratably in all assets available for distribution to holders
of common stock. Holders of the Common Stock have no preemptive rights. The
shares of Common Stock to be issued in the Merger will be, when issued as set
forth in this Proxy Statement, validly issued, fully paid and nonassessable.
The Delaware Company has appointed Continental Stock Transfer & Trust Co. as
the transfer agent and registrar for its Common Stock. Continental Stock
Transfer & Trust Co. is presently the transfer agent for the Company.
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PREFERRED STOCK
The Delaware Company is authorized to issue 2,000,000 shares of preferred
stock. The Company is not authorized to issue preferred stock. The Board of
Directors of the Delaware Company is authorized, without any further action by
the stockholders, to determine the voting rights, dividend rights, dividend
rates, liquidation preferences, redemption provisions, sinking fund terms,
conversion or exchange rights and other rights, preferences, privileges and
restrictions of any wholly unissued series of preferred stock and the number
of shares constituting any such series. In addition, such preferred stock
could have other rights, including economic rights senior to the Common Stock,
so that the issuance of such preferred stock could adversely affect the market
value of the Common Stock. The issuance of preferred stock may also have the
effect of delaying, deferring or preventing a change in control of the
Delaware Company without any action by the stockholders. The preferred stock
may be used in acquisitions or to obtain financing. The Delaware Company has
no current plans to issue any preferred stock.
RIGHT TO DISSENT AND APPRAISAL RIGHTS OF STOCKHOLDERS OBJECTING TO THE
PROPOSED MERGER
Under Section 30-1-80 of the IBCA, stockholders who object to the Merger
have the right to obtain payment for their shares. Section 30-1-81 of the IBCA
sets forth the procedures for demanding such payment. Any stockholder of the
Company who does not vote in favor of the Merger may, if the Merger is
consummated, obtain payment in cash of the fair value of his shares by
complying with the requirements of Section 30-1-81 of the IBCA. Stockholders
who vote in favor of the Merger lose the right to require the Company to
repurchase their shares. Upon approval of the Merger, the Company must give
written notice of such authorization to each stockholder who did not vote in
favor of the Merger. The notice will: (a) state where and when the demand for
payment must be sent and where stock certificates are to be deposited, (b)
inform the stockholders of the restrictions, if any, on the transfer of
shares, (c) supply a form for demanding payment, and (d) be accompanied by a
copy of Sections 30-1-80 and 30-1-81 of the IBCA. Stockholders who fail to
demand payment or deposit their shares in accordance with the notice will have
no rights to receive payment. Immediately upon consummation of the Merger, the
Company must remit to the dissenting stockholders the fair value of their
shares. Such remittance must be accompanied by the Company's most recent
audited financial statements, a statement of the Company's estimate of fair
value and a notice of the right to demand supplemental payment. Within 30 days
after the remittance, the stockholder may send to the Company his own estimate
of his shares. Within 60 days after the notice for supplemental payment has
been received by the Company, it shall either settle with such stockholder or
file a petition in the district court of Ada County, Idaho, for a
determination of the fair value of the shares. A copy of such petition must be
served on each dissenter whose demand has not been settled. Expenses in
connection with any court proceedings are generally borne by the Company
except to the extent that the court may deem equitable.
The foregoing summary does not purport to be a complete statement of the
provisions of Sections 30-1-80 and 30-1-81 of the IBCA and is qualified in its
entirety by reference to the relevant portions of such Sections, copies of
which are attached hereto as Attachment C.
A dissenting stockholder who receives payment for his shares upon exercise
of his right of appraisal will, subject to the provisions of Section 302(b) of
the Internal Revenue Code, recognize gain or loss for Federal income tax
purposes, measured by the difference between the basis for his shares and the
amount of payment received.
TERMINATION
The Agreement and Plan of Merger provides that the Board of Directors may
terminate and cancel the same at any time prior to the Effective Date of the
Merger, either before or after submission of the Merger to a vote of
stockholders. The Board of Directors intends to terminate the Agreement and
Plan of Merger if stockholders holding more than 5% of the Common Stock
exercise dissenters' rights and may consider termination if the total number
of dissenting shares is less than 5%.
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AGREEMENT AND PLAN OF MERGER AND CERTIFICATE OF INCORPORATION ARE ATTACHED AS
ATTACHMENTS
Stockholders are urged to read the Agreement and Plan of Merger and the
Certificate of Incorporation of the Delaware Company, the text of which are
attached as Attachments A and B to this Proxy Statement, respectively.
APPROVAL REQUIRED
The approval of a majority of the outstanding stock entitled to vote will be
necessary to approve the proposed Merger. Officers and directors of the
Company owning in the aggregate approximately 34.5% of the outstanding shares
entitled to vote have indicated that they intend to vote for the proposed
Merger. The Board of Directors of the Company recommends approval of the
Merger.
The Board of Directors recommends that the stockholders vote FOR the Merger.
ITEM 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders at the Meeting, the Board of
Directors has appointed BDO Seidman, LLP ("BDO Seidman") as independent
auditors for the fiscal year ending September 30, 1997 and until their
successors are selected. BDO Seidman has served as auditors of the
consolidated financial statements of the Company for the last five fiscal
years. A representative of BDO Seidman will be present at the Meeting and will
have the opportunity to make a statement if he or she desires to do so and
will be available to answer appropriate questions.
The affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the matter is required to approve the
appointment of BDO Seidman as independent public accountants.
The Board of Directors recommends that the stockholders vote FOR
ratification of the selection of BDO Seidman, LLP, independent public
accountants, to audit the consolidated financial statements of the Company for
the fiscal year ending September 30, 1997.
OTHER MATTERS
The Board of Directors is not aware of any other matter to be presented for
action at the Meeting. However, if any other matter is properly presented, it
is the intention of the persons named in the enclosed form of proxy to vote in
accordance with their judgment on such matter.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report to Stockholders, including financial statements,
for the fiscal year ended September 30, 1996, accompanies this Proxy
Statement.
STOCKHOLDERS' PROPOSALS
It is anticipated that the Company's fiscal 1997 Annual Meeting of
Stockholders will be held on or about February 15, 1998. Stockholders who
intend to present proposals at such Annual Meeting must submit their proposals
to the Secretary of the Company on or before October 15, 1997.
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GENERAL
The costs of soliciting proxies will be paid by the Company. In addition to
the use of the mails, proxies may be personally solicited by directors,
officers or regular employees of the Company (who will not be compensated
separately for their services), by mail, telephone, telegraph, cable or
personal discussion. The Company will also request banks, brokers and other
custodians, nominees and fiduciaries to forward proxy materials to the
beneficial owners of stock held of record by such persons and request
authority for the execution of proxies. The Company will reimburse such
entities for reasonable out-of-pocket expenses incurred in handling proxy
materials for the beneficial owners of the Company's Common Stock.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted by delivering to the Secretary of the
Company a written notice of revocation bearing a later date than the proxy, by
duly executing a subsequent proxy relating to the same shares, or by attending
the Meeting and voting in person. Attendance at the Meeting will not in and of
itself constitute revocation of a proxy unless the stockholder votes his or
her shares of Common Stock in person at the Meeting. Any notice revoking a
proxy should be sent to the Secretary of the Company, Dan N. Grothe, at Laser
Technology, Inc., 7070 Tucson Way, Englewood, Colorado 80112.
Please complete, date, sign and return the accompanying proxy promptly in
the enclosed envelope.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL IN,
SIGN AND RETURN THE ACCOMPANYING PROXY, NO MATTER HOW LARGE OR SMALL YOUR
HOLDINGS MAY BE.
By Order of the Board of Directors
/s/ DAN N. GROTHE
----------------------------------
Dan N. Grothe
Secretary
Englewood, Colorado
January 20, 1997
LIST OF ATTACHMENTS
Attachment A Agreement and Plan of Merger
Attachment B Certificate of Incorporation of the Delaware Company
Attachment C Appraisal Rights Provisions
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ATTACHMENT A
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER is by and between Laser Technology, Inc.,
an Idaho corporation (herein sometimes called the "Idaho Corporation") and
Laser Technology, Inc., a Delaware corporation (herein sometimes called the
"Delaware Corporation").
W I T N E S S E T H :
WHEREAS, the Idaho Corporation was incorporated by the filing of a
Certificate of Incorporation in the office of the Secretary of State of the
State of Idaho on September 19, 1950; the total number of shares which it is
authorized to issue is 25,000,000 shares of common stock, $.01 par value
("Common Stock"); and the total number of shares which are issued and
outstanding is 4,999,433 shares of Common Stock;
WHEREAS, the Delaware Corporation was incorporated on January 17, 1997 under
the provisions of the General Corporation Law of the State of Delaware; its
registered office in Delaware is in the City of Dover, County of Kent; the
total number of shares which it is authorized to issue is 25,000,000 Common
Stock, par value $.01 per share, and 2,000,000 shares of Preferred Stock, par
value $.01 per share; and no shares have been issued; and
WHEREAS, the laws of the State of Delaware and Idaho permit the merger of
said corporations (herein sometimes called the "constituent corporations")
into a single corporation; and
WHEREAS, it is deemed advisable by the Board of Directors of each of the
constituent corporations that the Idaho Corporation be merged into the
Delaware Corporation;
NOW, THEREFORE, it is agreed as follows:
1. The Idaho Corporation as of the Effective Date (as defined herein) shall
be merged (the "Merger") pursuant to Section 252 of the General corporation
Law of the State of Delaware into the Delaware Corporation. The Delaware
Corporation shall be the surviving corporation and it shall continue and shall
be deemed to continue for all purposes whatsoever after the merger with and
into itself of the Idaho Corporation.
2. The Merger shall become effective when this Agreement has been adopted by
the Idaho Corporation and by the Delaware Corporation and appropriate
documentation has been prepared and filed in accordance with the laws of the
States of Idaho and Delaware. For operational, accounting and bookkeeping
purposes, the time when the Merger shall become effective is referred to
herein as the "Effective Date" which shall be the date fixed in accordance
with the laws of and the documentation filed with the state of incorporation
of the surviving corporation.
3. After the Effective Date, the surviving corporation shall be governed by
the laws of the State of Delaware and its name shall continue to be Laser
Technology, Inc. The present Certificate of Incorporation of the Delaware
Corporation shall continue to be the Certificate of Incorporation of the
surviving corporation. The present By- Laws of the Delaware Corporation shall
be and remain the By-Laws of the surviving corporation. The directors and
officers of the Idaho Corporation immediately prior to the Effective Date
shall be the directors of the surviving corporation upon the Effective Date.
4. Each share of Common Stock of the Idaho Corporation shall be converted
into one share of Common Stock of the surviving corporation. Each warrant or
option to purchase a share of Common Stock of the Idaho Corporation shall be
converted into a warrant or option to purchase one share of Common Stock of
the surviving corporation.
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5. Upon the Effective Date, the outstanding certificates for shares of the
Idaho Corporation's Common Stock will, until replaced by the surviving
corporation, represent the same number of shares of Common Stock of the
surviving corporation.
6. This Agreement may be terminated and abandoned by action of the Board of
Directors of the Idaho Corporation or the Delaware Corporation at any time
prior to the Effective Date, for any reason whatsoever.
7. This Agreement, upon its being authorized, adopted, approved, signed and
acknowledged by each of the constituent corporations in accordance with the
laws under which it is formed, and filed in the office of the Secretary of
State of the State of Delaware, shall take effect and shall thereupon be
deemed and taken to be the Agreement and act of merger and consolidation of
the constituent corporations; and the organization and separate corporate
existence of the Idaho Corporation, except in so far as it may be continued by
statute, shall cease. The point of time at which the constituent corporations
shall become a single corporation shall be the Effective Date.
8. Upon the Effective Date all and singular, the rights, capacity,
privileges, powers, franchises and authority of each of the constituent
corporations, and all property real, personal and mixed, and all debts,
obligations and liabilities, due to each of the constituent corporations on
whatever account as well as for subscriptions for shares as for all other
things, belonging to each of the constituent corporations shall be vested in
the surviving corporation; and all such property, rights, capacity,
privileges, powers, franchises, authority and immunities and all and every
other interest shall be thereafter as fully and effectually the property of
the surviving corporation as though they were the property of the several and
respective constituent corporations, and shall not revert or be in any way
impaired by reason of the Merger; provided however, that all rights of the
creditors of the constituent corporations shall be preserved unimpaired and
all debts, liabilities (including liability, if any, to dissenting
shareholders) and duties of the respective constituent corporations shall
thenceforth be attached to the surviving corporation and may be enforced
against it to the same extent as if said debts, liabilities and duties had
been incurred or contracted by the surviving corporation.
9. Each constituent corporation agrees that from time to time as when it
shall be requested by the surviving corporation or by its successors or
assigns, it will execute and deliver or cause to be executed and delivered all
such other instruments and will take or cause to be taken such further or
other action as the surviving corporation may deem necessary or desirable in
order to vest in and to confirm to the surviving corporation title to all of
the property, capacity, privileges, powers, franchises, authority, and
immunities of the constituent corporation and otherwise to carry out the
intent and purposes of this Agreement.
10. The surviving corporation agrees that it may be served with process in
the State of Delaware or in the State of Idaho, in any proceeding for
enforcement of any obligation of the Idaho Corporation as well as for
enforcement of any obligation of the corporation arising from the Merger,
including any suit or other proceeding to enforce the right of any stockholder
as determined in any appraisal proceeding pursuant to Section 30-1-80 of the
Idaho Business Corporation Act and shall irrevocably appoint the Secretary of
State of the State of Delaware as its agent in Delaware and the Secretary of
State of the State of Idaho as its agent in Idaho to accept service of process
in any such suit or other proceeding. The address to which a copy of such
process shall be mailed by the Secretary of State of the State of Delaware
shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington,
Delaware 19801, and by the Secretary of State of the State of Idaho shall be
The Corporation Trust Company, 300 North Sixth Street, Boise, Idaho 83701.
11. The surviving corporation hereby reserves the right to amend, alter,
change or repeal any provisions contained in any of the articles of this
Agreement or as the same may hereafter be amended, in the manner now or
hereafter provided by the laws of the State of Delaware and all rights of the
stockholders of the surviving corporation are granted subject to this
reservation.
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IN WITNESS WHEREOF, the undersigned have signed this Agreement this day
of , 1997.
LASER TECHNOLOGY, INC.
a Delaware corporation
By:
-----------------------------------
President
LASER TECHNOLOGY, INC.
an Idaho corporation
By:
-----------------------------------
President
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ATTACHMENT B
CERTIFICATE OF INCORPORATION
OF THE DELAWARE COMPANY
CERTIFICATE OF INCORPORATION
OF
LASER TECHNOLOGY, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of
the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code
and the acts amendatory thereof and supplemental thereto, and known,
identified, and referred to as the "General Corporation Law of the State of
Delaware"), hereby certifies that:
FIRST: The name of the corporation (the "Corporation") is:
LASER TECHNOLOGY, INC.
SECOND: The address of the Corporation's current registered office in the
State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801. The
registered office of the Corporation is located in New Castle County. The name
of the Corporation's registered agent at that address is The Corporation Trust
Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.
FOURTH: (a) Authorized Shares. The total number of shares of stock that the
Corporation shall have authority to issue is 27,000,000, divided into the
following classes:
(i) 25,000,000 shares of Common Stock, par value $.01 per share; and
(ii) 2,000,000 shares of preferred stock, par value $.01 per share.
(b) Common Stock.
(i) Each holder of Common Stock shall be entitled to one vote for each
share of such stock held, on all matters presented to stockholders.
(c) Preferred Stock. The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide from time to time for the issuance
of the shares of preferred stock in series, and by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish the
characteristics of each series, including the following:
(i) the number of shares of that series, which may subsequently be
increased or decreased (but not below the number of shares of that
series then outstanding) by resolution of the Board of Directors,
and the distinctive designation thereof;
(ii) the voting powers, full or limited, if any, of the shares of that
series and the number of votes per share;
(iii) the rights in respect of dividends on the shares of that series,
whether dividends shall be cumulative and, if so, from which date
or dates and the relative rights or priority, if any, of payment
of dividends on shares of that series and any limitations,
restrictions or conditions on the payment of dividends;
(iv) the relative amounts, and the relative rights or priority, if any,
of payment in respect of shares of that series, which the holders
of the shares of that series shall be entitled to receive upon any
liquidation, dissolution or winding up of the Corporation;
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(v) the terms and conditions (including the price or prices, which may
vary under different conditions and at different redemption dates),
if any, upon which all or any part of the shares of that series may
be redeemed, and any limitations, restrictions or conditions on
such redemption;
(vi) the terms, if any, of any purchase, retirement or sinking fund to
be provided for the shares of that series;
(vii) the terms, if any, upon which the shares of that series shall be
convertible into or exchangeable for shares of any other class,
classes or series, or other securities, whether or not issued by
the Corporation;
(viii) the restrictions, limitations and conditions, if any, upon
issuance of indebtedness of the Corporation so long as any
shares of that series are outstanding; and
(ix) any other preferences and relative, participating, optional or
other rights and limitations not inconsistent with law, this
Article Fourth or any resolution of the Board of Directors
pursuant to this Article Fourth.
FIFTH: (a) General. The business and affairs of the Corporation shall be
managed by a Board of Directors. The number of directors shall be fixed by, or
in the manner provided in the by-laws.
(b) Term of Office; Vacancies. A director shall hold office until the annual
meeting for the year in which his or her term expires and until his or her
successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement or removal from office. The directors shall
have the exclusive power to fill vacancies and newly created directorships
resulting from any increase in the authorized number of directors. Any newly
created directorship resulting from an increase in the number of directors or
any other vacancy on the Board of Directors, however caused, shall be filled
by a majority of the directors then in office, although less than a quorum, or
by a sole remaining director. Any director elected by one or more directors to
fill a newly created directorship or other vacancy shall, without regard to
the class in which the vacancy occurred, hold office until the next succeeding
annual meeting of stockholders and until his or her successor shall have been
elected and qualified.
(c) Removal. Any or all of the directors of the Corporation may be removed
for cause by the stockholders only by the affirmative vote of the holders of
at least 80 percent of the votes of the outstanding shares of stock generally
entitled to vote in the election of directors ("Voting Stock"), voting
together as a single class, at a meeting of stockholders for which proper
notice of the proposed removal has been given. Directors may not be removed
without cause.
(d) Notice of Nominations. Advance notice of nominations for the election of
directors, other than nominations by the Board of Directors or a committee
thereof, shall be given to the Corporation in the manner provided in the
Bylaws.
SIXTH: To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as now existing or hereafter amended, a director of the
Corporation shall not be liable to the Corporation or any of its stockholders
for monetary damages for breach of his fiduciary duty as a director. No
amendment or repeal of this Article Sixth shall adversely affect any right or
protection of a director of the Corporation existing under this Article Sixth
immediately before the amendment or repeal.
SEVENTH: Each person who is or was a director or officer of the Corporation,
and each such person who is or was serving at the request of the Corporation
as a director or officer of another corporation, or in a similar capacity of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans maintained or sponsored by the Corporation
(including the heirs, executors, administrators and estate of such person)
shall be indemnified by the Corporation, in accordance with the procedures
specified in the Bylaws of the Corporation, to the fullest extent permitted
from time to time by the General Corporation Law
19
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of the State of Delaware. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to indemnification and to
the advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation. Without limiting the generality of the foregoing, the Corporation
may enter into one or more agreements with any person that provide for
indemnification and advancement of expenses greater or different than that
provided in this Article Seventh. No amendment or repeal of this Article
Seventh shall adversely affect any right or protection existing under or
pursuant to this Article Seventh immediately before the amendment or repeal.
EIGHTH: Any action required or permitted to be taken by the stockholders of
the Corporation must be taken at a duly called annual or special meeting of
the stockholders and may not be taken by consent in writing or otherwise.
NINTH: Except as otherwise required by law or provided in the bylaws of the
Corporation, and subject to the rights of the holders of any class or series
of shares issued by the Corporation having a preference over the Common Stock
as to dividends or upon liquidation to elect directors in certain
circumstances, special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution approved by the
affirmative vote of a majority of the directors then in office.
TENTH: The Board of Directors shall have the power to adopt, alter, amend or
repeal the Bylaws of the Corporation by vote of not less than a majority of
the directors then in office. The holders of shares of capital stock of the
Corporation entitled at the time to vote for the election of directors shall,
to the extent such power is at the time conferred on them by applicable law,
also have the power to adopt, alter, amend or repeal the Bylaws of the
Corporation, but only if such action receives at least 80 percent of the votes
of the outstanding Voting Stock, voting together as a single class.
ELEVENTH: Election of directors need not be by written ballot.
TWELFTH: Notwithstanding anything to the contrary in this Certificate of
Incorporation, the affirmative vote of the holders of at least 80 percent of
the votes of the outstanding Voting Stock, voting together as a single class,
shall be required to amend, repeal or adopt any provision inconsistent with
any of Articles Fifth, Eighth, Ninth, Tenth, Eleventh and Twelfth of this
Certificate of Incorporation or to provide for any cumulative voting by
stockholders.
THIRTEENTH: The name and the mailing address of the incorporator are as
follows:
NAME MAILING ADDRESS
---- ------------------------
Nick Nimmo Holme Roberts & Owen LLP
1700 Lincoln, Suite 4100
Denver, CO 80203
Signed on January 17, 1997.
/s/ Nick Nimmo
- ---------------------------------------
Nick Nimmo, Incorporator
20
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ATTACHMENT C
DISSENTERS RIGHTS
30-1-80. Right of shareholders to dissent and obtain payment for shares. (a)
Any shareholder of a corporation shall have the right to dissent from, and to
obtain payment for his shares in the event of any of the following corporate
actions:
(1) Any plan of merger or consolidation to which the corporation is a party,
except as provided in subsection (c) of this section;
(2) Any sale, lease, exchange, or other disposition of all or
substantially all of the property and assets of the corporation not made in
the usual or regular course of its business, including a sale in
dissolution, but not including a sale pursuant to an order of a court
having jurisdiction in the premises or a sale for cash on terms requiring
that all or substantially all of the net proceeds of sale be distributed to
the shareholders in accordance with their respective interests within one
(1) year after the date of sale;
(3) Any plan of exchange to which the corporation is a party, as the
corporation the shares of which are to be acquired;
(4) Any amendment of the articles of incorporation which materially and
adversely affects the rights appurtenant to the shares of the dissenting
shareholder in that it:
(i) Alters or abolishes a preferential right of such shares;
(ii) Creates, alters or abolishes a right in respect of the redemption
of such shares, including a provision respecting a sinking fund
for the redemption or repurchase of such shares;
(iii) Alters or abolishes a preemptive right of the holder of such
shares to acquire shares or other securities;
(iv) Excludes or limits the right of the holder of such shares to vote
on any matter, or to cumulate his votes, except as such right may
be limited by dilution through the issuance of shares of other
securities with similar voting rights; or
(5) Any other corporate action taken pursuant to a shareholder vote with
respect to which the articles of incorporation, the bylaws, or a resolution
of the board of directors directs that dissenting shareholders shall have a
right to obtain payment for their shares.
(b) (1) A record holder of shares may assert dissenters' rights as to less
than all the shares registered in his name only if he dissents with respect to
all the shares beneficially owned by any one (1) person, and discloses the
name and address of the persons on whose behalf he dissents. In that event,
his rights shall be determined as if the shares as to which he has dissented
and his other shares were registered in the names of different shareholders.
(2) A beneficial owner of shares who is not the record holder may assert
dissenters' rights with respect to shares held on his behalf, and shall be
treated as a dissenting shareholder under the terms of this section and
section 30-1-81, Idaho Code, if he submits to the corporation at the time
of or before the assertion of these rights a written consent of the record
holder.
(c) The right to obtain payment under this section shall not apply to the
shareholders of the surviving corporation in a merger if a vote of the
shareholders of such corporation is not necessary to authorize such merger.
(d) A shareholder of a corporation who has a right under this section to
obtain payment for his shares shall have no right at law or in equity to
attack the validity of the corporate action that gives rise to his right to
obtain payment, nor to have the action set aside or rescinded, except when the
corporate action is unlawful or fraudulent with regard to the complaining
shareholder or to the corporation.
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30-1-81. Procedures for protection of dissenters' rights.
(a) As used in this section:
(1) "Dissenter" means a shareholder or beneficial owner who is entitled
to and does assert dissenters' rights under section 30-1-80, Idaho Code,
and who has performed every act required up to the time involved for the
assertion of such rights.
(2) "Corporation" means the issuer of the shares held by the dissenter
before the corporate action or the successor by merger or consolidation of
that issuer.
(3) "Fair value" of shares means their value immediately before the
effectuation of the corporate action to which the dissenter objects,
excluding any appreciation or depreciation in anticipation of such
corporate action unless such exclusion would be inequitable.
(4) "Interest" means interest from the effective date of the corporate
action until the date of payment at the average rate currently paid by the
corporation on its principal bank loans, or, if none, at such rate as is
fair and equitable under all the circumstances.
(b) If a proposed corporate action which would give rise to dissenters'
rights under subsection (a) of section 30-1-80, Idaho Code, is submitted to a
vote at a meeting of shareholders, the notice of meeting shall notify all
shareholders that they have or may have a right to dissent and obtain payment
for their shares by complying with the terms of this section, and shall be
accompanied by a copy of sections 30-1-80 and 30-1-81, Idaho Code.
(c) If the proposed corporate action is submitted to a vote at a meeting of
shareholders, any shareholder who wishes to dissent and obtain payment for his
shares shall refrain from voting his shares in approval of such action. A
shareholder who votes in favor of such action shall acquire no right to
payment for his shares under this section or section 30-1-80, Idaho Code.
(d) If the proposed corporate action is approved by the required vote at a
meeting of shareholders, the corporation shall mail a further notice to all
shareholders who refrained from voting in favor of the proposed action. If the
proposed corporate action is to be taken without a vote of shareholders, the
corporation shall send to all shareholders who are entitled to dissent and
demand payment for their shares a notice of the adoption of the plan of
corporate action. The notice shall:
(1) State where and when a demand for payment must be sent and
certificates of certificated shares must be deposited in order to obtain
payment;
(2) Inform holders of uncertificated shares to what extent transfer of
shares will be restricted from the time that demand for payment is
received;
(3) Supply a form for demanding payment which includes a request for
certification of the date on which the shareholder, or the person on whose
behalf the shareholder dissents, acquired beneficial ownership of the
shares; and
(4) Be accompanied by a copy of sections 30-1-80 and 30-1-81, Idaho Code.
The time set of the demand and deposit shall be not less than thirty (30)
days from the mailing of the notice.
(e) A shareholder who fails to demand payment or fails (in the case of
certificated shares) to deposit certificates, as required by a notice pursuant
to subsection (d) of this section shall have no right under this section or
section 30-1-80, Idaho Code, to receive payment for his shares. If the shares
are not represented by certificates, the corporation may restrict their
transfer from the time of receipt of demand for payment until effectuation of
the proposed corporate action, or the release of restrictions under the terms
of subsection (f) of this section. The dissenter shall retain all other rights
of a shareholder until these rights are modified by effectuation of the
proposed corporate action.
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(f) (1) Within sixty (60) days after the date set for demanding payment and
depositing certificates, if the corporation has not effectuated the proposed
corporate action and remitted payment for shares pursuant to paragraph (3) of
this subsection, it shall return any certificates that have been deposited,
and release uncertificated shares from any transfer restrictions imposed by
reason of the demand for payment.
(2) When uncertificated shares have been released from transfer
restrictions, and deposited certificates have been returned, the
corporation may at any later time send a new notice conforming to the
requirements of subsection (d) of this section, with like effect.
(3) Immediately upon effectuation of the proposed corporate action, or
upon receipt of demand for payment if the corporate action has already been
effectuated, the corporation shall remit to dissenters who have made demand
and (if their shares are certificated) have deposited their certificates,
the amount which the corporation estimates to be the fair value of the
shares, with interest if any has accrued. The remittance shall be
accompanied by:
(i) The corporation's closing balance sheet and statement of income
for a fiscal year ending not more than sixteen (16) months
before the date of remittance, together with the latest
available interim financial statements;
(ii) A statement of the corporation's estimate of fair value of the
shares; and
(iii) A notice of the dissenter's right to demand supplemental
payment.
(g) (1) If the corporation fails to remit as required by subsection (f)
hereof, or if the dissenter believes that the amount remitted is less than the
fair value of his shares, or that the interest is not correctly determined, he
may send the corporation his own estimate of the value of the shares or of the
interest and demand payment of the deficiency.
(2) If the dissenter does not file such an estimate within thirty (30)
days after the corporation's mailing of its remittance, he shall be
entitled to no more than the amount remitted.
(h) (1) Within sixty (60) days after receiving a demand for payment pursuant
to subsection (g) hereof, if any such demands for payment remain unsettled,
the corporation shall file in an appropriate court a petition requesting that
the fair value of the shares and interest thereon be determined by the court.
(2) An appropriate court shall be the district court in the county of
this state where the registered office of the corporation is located. If,
in the case of a merger or consolidation or exchange of shares, the
corporation is a foreign corporation without a registered office in this
state, the petition shall be filed in the county where the registered
office of the foreign corporation was last located. If there is no known
registered office, the petition may be filed in Ada County, Idaho.
(3) All dissenters, wherever residing, whose demands have not been
settled shall be made parties to the proceeding as in an action against
their shares. A copy of the petition shall be served on each such
dissenter. If a dissenter is a nonresident, the copy may be served on him
by registered or certified mail or by publication as provided by law.
(4) The jurisdiction of the court shall be plenary and exclusive. The
court may appoint one (1) or more persons as appraisers to receive evidence
and recommend a decision on the question of fair value. The appraisers
shall have such power and authority as shall be specified in the order of
their appointment or in any amendment thereof. The dissenters shall be
entitled to discovery in the same manner as parties in other civil suits.
(5) All dissenters who are made parties shall be entitled to judgment for
the amount by which the fair of their shares is found to exceed the amount
previously remitted, with interest.
(6) If the corporation fails to file a petition as provided in paragraph
(1) of this subsection (h), each dissenter who made a demand and who has
not already settled his claim against the corporation shall be paid by the
corporation the amount demanded by him, with interest, and may sue therefor
in an appropriate court.
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(i) (1) The costs and expenses of any proceeding under subsection (h) of
this section, including the reasonable compensation and expenses of appraisers
appointed by the court, shall be determined by the court and assessed against
the corporation, except that any part of the costs and expenses may be
apportioned and assessed as the court may deem equitable against all or some
of the dissenters who are parties and whose action in demanding supplemental
payment the court finds to be arbitrary, vexatious, or not in good faith.
(2) Fees and expenses of counsel and of experts for the respective
parties may be assessed as the court may deem equitable against the
corporation and in favor of any or all dissenters if the corporation failed
to comply substantially with the requirements of this section, and may be
assessed against either the corporation or a dissenter, in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously, or not in good faith
in respect to the rights provided by this section and section 30-1-80,
Idaho Code.
(3) If the court finds that the services of counsel for any dissenter
were of substantial benefit to other dissenters similarly situated and
should not be assessed against the corporation, it may award to counsel
reasonable fees to be paid out of the amounts awarded to the dissenters who
were benefitted.
(j) (1) Notwithstanding the foregoing provisions of this section, the
corporation may elect to withhold the remittance required by subsection (f) of
this section from any dissenter with respect to shares of which the dissenter
(or the person on whose behalf the dissenter acts) was not the beneficial
owner on the date of the first announcement to news media or to shareholders
of the terms of the proposed corporate action. With respect to such shares,
the corporation shall, upon effectuating the corporate action, state to each
dissenter its estimate of the fair value of the shares, state the rate of
interest to be used (explaining the basis thereof), and offer to pay the
resulting amounts on receiving the dissenter's agreement to accept them in
full satisfaction.
(2) If the dissenter believes that the amount offered is less than the
fair value of the shares and interest determined according to this section,
he may within thirty (30) days after the date of mailing of the
corporation's offer, mail the corporation his own estimate of fair value
and interest, and demand their payment. If the dissenter fails to do so, he
shall be entitled to no more than the corporation's offer.
(3) If the dissenter makes a demand as provided in paragraph (2) of this
subsection (j), the provisions of subsections (h) and (i) of this section
shall apply to further proceedings on the dissenter's demand.
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LASER TECHNOLOGY, INC.
PROXY
ANNUAL MEETING, FEBRUARY 18, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeremy G. Dunne and David Williams, as
Proxies, each with full power to appoint his substitute, and hereby authorizes
them to appear and vote as designated below, all shares of Common Stock of
Laser Technology, Inc. held on record by the undersigned on January 20, 1997,
at the Annual Meeting of Stockholders to be held on February 18, 1997, and any
adjournments thereof.
The undersigned hereby directs this Proxy to be voted:
1. Election of directors:
[_] FOR the election as directors or [_] WITHHOLD AUTHORITY to vote
of all nominees listed below for all nominees listed below
(except as marked to the
contrary below)
DAVID WILLIAMS JEREMY G. DUNNE F. JAMES LYNCH
WILLIAM R. CARR DAN N. GROTHE RICHARD B. SAYFORD
H. DEWORTH WILLIAMS
(INSTRUCTION: To withhold authority to vote for any of the above listed
nominees, please strike a line through that individual's name)
2. Proposal to approve the merger of the Company into Laser Technology, Inc.,
a Delaware corporation.
[_] FOR [_] AGAINST [_] ABSTAIN
3. Proposal to approve the appointment of BDO Seidman, LLP as independent
auditors for the Company for the fiscal year ending September 30, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
4. In their discretion, the named proxies may vote on such other business as
may properly come before the Annual Meeting, or any adjournments or
postponements thereof.
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, 2 AND 3.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE
WITH THE SHAREHOLDER'S SPECIFICATIONS ABOVE. THE PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS TO THE UNDERSIGNED.
Date:
---------------------------------
---------------------------------------
Signature of stockholder
---------------------------------------
Signature if held jointly
NOTE: PLEASE MARK, DATE, SIGN AND
RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE. WHEN SHARES
ARE HELD BY JOINT TENANTS, BOTH
SHOULD SIGN. IF SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE. IF
A CORPORATION OR PARTNERSHIP, PLEASE
SIGN IN CORPORATE OR PARTNERSHIP NAME
BY AN AUTHORIZED PERSON.
