<PAGE>
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)
(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
OVERLAND DATA, 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>
OVERLAND DATA, INC.
8975 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123-1599
---------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 1999
---------------------------------------------------------------------------
The Annual Meeting of Shareholders of Overland Data, Inc., a California
corporation (the "Company"), will be held at the principal executive offices of
the Company at 8975 Balboa Avenue, San Diego, California 92123-1599 on November
8, 1999, at 9:00 a.m. (the "Meeting"), for the following purposes:
1. To elect five (5) directors of the Company to hold office until the
2000 Annual Meeting of Shareholders or until their respective
successors are duly elected and qualified;
2. To ratify the selection of PricewaterhouseCoopers LLP as the
independent auditors of the Company for the fiscal year ending June 30,
2000; and
3. To transact such other business as may properly come before the Meeting
or any adjournment or postponement of the Meeting.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. Only shareholders of record at the close of
business on September 27, 1999 will be entitled to vote at the Meeting. Each of
these shareholders is cordially invited to be present and vote at the Meeting in
person.
By Order of the Board of Directors
/s/ Vernon A. LoForti
----------------------------------
Vernon A. LoForti
SECRETARY
San Diego, California
October 6, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE ENCLOSED
PROXY CARD AND RETURN IT PROMPTLY. THIS IS IMPORTANT BECAUSE A MAJORITY OF THE
SHARES MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A QUORUM
AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN THOUGH
YOU SEND IN YOUR PROXY NOW. IN ADDITION, YOU MAY REVOKE THE PROXY AT ANY TIME
BEFORE IT IS VOTED.
<PAGE>
OVERLAND DATA, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 1999
TABLE OF CONTENTS Page
GENERAL INFORMATION..........................................................1
SHARES OUTSTANDING AND VOTING RIGHTS.........................................2
PROPOSAL ONE--ELECTION OF DIRECTORS..........................................3
PROPOSAL TWO--RATIFICATION OF INDEPENDENT AUDITORS..........................19
OTHER BUSINESS..............................................................20
<PAGE>
OVERLAND DATA, INC.
8975 BALBOA AVENUE
SAN DIEGO, CALIFORNIA 92123-1599
-------------------------------------------------------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 8, 1999
-------------------------------------------------------------------------
GENERAL INFORMATION
Your proxy in the enclosed form is solicited by the Board of Directors
(the "Board") of Overland Data, Inc., a California corporation (the "Company"),
for use at the Company's Annual Meeting of Shareholders to be held at the
principal executive offices of the Company at 8975 Balboa Avenue, San Diego,
California 92123-1599 on November 8, 1999 at 9:00 a.m. (the "Meeting"), for the
purposes set forth in the accompanying notice and at any adjournment or
postponement of the Meeting. The mailing of this Proxy Statement and the
accompanying form of proxy (the "Proxy") to the Company's shareholders is
expected to commence on or about October 6, 1999.
The shares of the Company's Common Stock ("Common Stock") represented
by proxy will be voted in accordance with the instructions given on the Proxy,
subject to the proper execution of the Proxy and its receipt by the Company
prior to the close of voting at the Meeting, or any adjournment or postponement
thereof. Proxies received by the Company on which no contrary instruction has
been given will be voted:
- FOR the election of the directors to the Board nominated by
management; and
- FOR ratification of the selection of independent auditors for the
fiscal year ending June 30, 2000.
In addition, the individuals designated as proxies by the Company in
connection with the Meeting will have discretionary authority to vote for or
against any other shareholder matter presented at the Meeting. A shareholder
giving a proxy has the power to revoke it at any time before it is exercised by
filing with the Secretary of the Company an instrument revoking it or a duly
executed proxy bearing a later date. The powers of the proxy holders will be
suspended if the person executing the Proxy is present at the Meeting and votes
in person.
The Company will furnish copies of solicitation material to brokerage
houses, fiduciaries and custodians holding shares of Common Stock in their names
("record holders"), which shares are beneficially owned by others, to forward
the solicitation material to such beneficial owners. In addition, the Company
may reimburse such record holders for their cost of forwarding the solicitation
material to such beneficial owners. Original solicitation of proxies by mail may
be
1
<PAGE>
supplemented, if deemed desirable or necessary, by either telephone,
telegram, facsimile, Internet or personal solicitation by directors, officers or
employees of the Company. No additional compensation will be paid for any such
services.
SHARES OUTSTANDING AND VOTING RIGHTS
Only holders of shares of Common Stock of record as of the close of
business on September 27, 1999 (the "Record Date") are entitled to vote at the
Meeting. On the Record Date, 10,056,666 shares of Common Stock (collectively,
the "Shares") were issued and outstanding. Each of the Shares is entitled to one
vote on all matters to be voted upon at the Meeting. The presence, in person or
by proxy duly authorized, of the holders of a majority of the Shares will
constitute a quorum for the transaction of business at the Meeting and any
continuation or adjournment thereof. Broker non-votes (i.e., shares of Common
Stock held by a broker or nominee which are represented at the Meeting, but with
respect to which such broker or nominee is not empowered to vote on a particular
purpose) will be counted in determining whether a quorum is present at the
Meeting. Directors will be elected by a plurality of votes of the Shares present
in person or represented by proxy at the Meeting. Any of the Shares not voted
(whether by abstention, broker non-votes or otherwise) will have no impact on
the election of directors, except to the extent that the failure to vote for one
director nominee results in another nominee receiving a larger portion of votes.
The proposal submitted to the Company's shareholders to ratify the selection of
the Company's auditors must be approved by the vote of the holders of a majority
of the Shares represented in person or by proxy and entitled to vote at the
Meeting. In determining whether the proposal of the preceding sentence has been
approved, abstentions and broker non-votes are not counted as votes for or
against such proposal.
Your execution of the enclosed Proxy will not affect your right as a
shareholder to attend the Meeting and to vote in person. Any shareholder giving
a proxy has a right to revoke it at any time by either (i) a later-dated proxy,
(ii) a written revocation sent to and received by the Secretary of the Company
prior to the Meeting or (iii) attendance at the Meeting and voting in person.
2
<PAGE>
PROPOSAL ONE--ELECTION OF DIRECTORS
(ITEM 1 ON THE PROXY CARD)
The Company's Bylaws (the "Bylaws") provide that the authorized number
of directors of the Company shall not be less than five (5) and not more than
seven (7), with the exact number of directors to be set by resolution duly
adopted by the Board or by the shareholders. The current number of directors of
the Company has been set by the Board at five (5), all of whom are to be elected
to the Board at the Meeting. Each director nominee elected at the Meeting will
hold office until the next Annual Meeting of Shareholders, or until his
successor is duly elected and qualified, unless he resigns or his seat on the
Board becomes vacant due to his death, removal or other cause in accordance with
the Bylaws. Management knows of no reason why any of the director nominees would
be unable or unwilling to serve; but, in the event that any director nominee is
unable or unwilling to serve, the proxies will be voted for the election of such
other person(s) for the office of director as management may recommend in the
place of such nominee.
Any votes so cast may be distributed among the director nominees voted
for in such proportions as the person named in the Proxy shall in his or her
sole judgment determine. The Company's shareholders have cumulative voting
rights with respect to the election of the director nominees to the Board. The
Bylaws provide that no shareholder is entitled to cumulate votes (i.e., cast for
any candidate a number of votes greater than the number of the shareholder's
shares), unless such candidate's name (or candidates' names) have been placed in
nomination prior to commencement of the voting and a shareholder has given
notice of such shareholder's intention to cumulate votes prior to commencement
of the voting. If any shareholder has given such notice, then each shareholder
entitled to vote may cumulate such shareholder's votes for candidates in
nomination and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which such
shareholder's shares are entitled, or distribute such shareholder's votes on the
same principle among as many candidates as such shareholder shall elect. The
candidates receiving the highest number of affirmative votes of the Shares
entitled to be voted for them, up to the number of directors to be elected by
such shares, will be elected. If voting for directors is conducted by cumulative
voting, the person named on the Proxy will have discretionary authority to
cumulate votes among the director nominees named.
INFORMATION REGARDING DIRECTOR NOMINEES
The following table sets forth the names, ages, principal occupations
for the periods indicated and other directorships of the five (5) director
nominees at the Meeting, each of whom is currently a director of the Company.
3
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE DIRECTOR
NAME AGE PAST FIVE YEARS AND OTHER DIRECTORSHIPS SINCE
- ------------------- --- --------------------------------------------------------- --------
<S> <C> <C> <C>
Scott McClendon 60 Mr. McClendon has served as President, Chief 1991
Executive Officer and a director since joining the
Company in October 1991. Prior thereto, he was
employed by Hewlett-Packard, a global manufacturer
of computing, communications and measurement
products and services, for over 32 years in various
positions in engineering, manufacturing, sales and
marketing. He last served as the General Manager of
the San Diego Technical Graphics Division and Site
Manager of Hewlett-Packard in San Diego, California.
Mr. McClendon holds B.S. and M.S. degrees in
Electrical Engineering from Stanford University.
Martin D. Gray 51 Mr. Gray, one of the co-founders of the Company, has 1980
served as Secretary and a director since the
Company's inception in September 1980 through
November 1997 and as Assistant Secretary and a
director from then until the present. He also has
served as Chief Technical Officer since November
1997 and as staff engineer at the Company from
January 1986 until November 1997. From January 1977
to July 1985, Mr. Gray was Manager of Research and
Development at Cipher Data Products, Inc.
("Cipher"), a tape drive manufacturer. Mr. Gray has
numerous patents in the tape drive industry and
holds a B.S. degree in Electrical Engineering from
the California Institute of Technology.
William W. Otterson 69 Mr. Otterson has served as a director of the Company 1982
since 1982. Since March 1986, he has been the
Director of the UCSD CONNECT program. He holds a
B.S. degree in Engineering from Stanford University
and an M.B.A. from the Stanford Graduate School of
Business.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION FOR THE DIRECTOR
NAME AGE PAST FIVE YEARS AND OTHER DIRECTORSHIPS SINCE
- ------------------- --- --------------------------------------------------------- --------
<S> <C> <C> <C>
Peter Preuss 56 Mr. Preuss has served as director of the Company 1998
since September 1998. Since 1985, Mr. Preuss has
been a private investor. Mr. Preuss also has served
as President of The Preuss Foundation, Inc., a
non-profit corporation that sponsors cancer research
and related seminars and conferences, since it was
founded in 1985. From 1970 to 1986, Mr. Preuss was
President and Chairman of the Board of Integrated
Software Systems Corporation (ISSCO), which he
founded. Mr. Preuss is currently a director of
DepoTech Corporation and Network Computing Devices,
both public companies, and serves as a Regent of the
University of California. He holds a B.S. degree in
Mathematics from the Technical University of Hanover
and a Masters Degree in Mathematics from the
University of California at San Diego.
John A. Shane 66 Mr. Shane has served as a director of the Company 1992
since July 1992. He is the founder and has served as
President of Palmer Service Corporation, a venture
capital firm, since 1972. He is a director of Arch
Communications Group, Inc., Gensym Corporation, and
United Asset Management Corporation, each of which
is a public company. Mr. Shane holds a B.A. degree
in Economics from Princeton University and an M.B.A.
from Harvard Business School.
</TABLE>
VOTE REQUIRED AND RECOMMENDATION
The five (5) nominees for director receiving the highest number of
affirmative votes of the Shares present in person or represented by proxy at the
Meeting, and entitled to be voted for them, shall be elected as directors of the
Company. Votes withheld from any director nominee are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but have no other legal effect under California law. Holders of proxies
solicited by this Proxy Statement will vote the proxies received by them as
directed on the proxy card or, if no direction is made, for the election of the
director nominees above listed.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE DIRECTOR NOMINEES ABOVE
LISTED.
5
<PAGE>
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Information concerning the Company's current directors and executive
officers is set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ----------------------- --- -----------------------------------------------
<S> <C> <C>
Scott McClendon 60 President, Chief Executive Officer and Director
Martin D. Gray 51 Vice President, Chief Technical Officer,
Assistant Secretary and Director
Vernon A. LoForti 46 Vice President, Chief Financial Officer and
Secretary
W. Michael Gawarecki 51 Vice President of Operations
Frank R. Kirchhoff 56 Vice President of Sales
Steven E. Richardson 48 Vice President of Marketing
Robert J. Scroop 51 Vice President of Engineering
William W. Otterson (1) 69 Director
Peter Preuss (1) 56 Director
John A. Shane (1) 66 Director
</TABLE>
(1) Member of the Compensation and Audit Committees.
A description of the background of each of the Company's current
directors has been provided above under "Information Concerning Director
Nominees." The following biographies describe the backgrounds of the Company's
executive officers who are not directors:
W. MICHAEL GAWARECKI. Mr. Gawarecki has served as Vice President of
Operations since joining the Company in July 1998. From October 1997 to June
1998, he was Vice President of Operations for SubMicron Systems; and, from
February 1994 to September 1997, he was director of California operations for
Millipore Corporation. Both of these companies serve the semiconductor industry.
From February 1993 to January 1994, he was Director of Advanced Manufacturing at
Telectronics Pacing Systems, a medical device company. Mr. Gawarecki holds a
B.A. in Business Administration from National University.
6
<PAGE>
FRANK R. KIRCHHOFF. Mr. Kirchhoff has served as Vice President of Sales
since joining the Company in July 1993. From June 1987 to June 1993, he served
in various sales and marketing capacities at Western Digital Corporation, an
information storage products and services provider, including Vice President of
International Marketing from June 1987 to June 1988, Vice President of Domestic
Sales from July 1988 to August 1990 and Vice President of European Operations
from September 1990 to June 1993. From October 1983 to June 1987, Mr. Kirchhoff
was Vice President of Sales for Cipher. He holds a B.S. degree in Marketing from
Hofstra University, New York and an M.B.A. from Pepperdine University.
VERNON A. LOFORTI. Mr. LoForti has served as Vice President and Chief
Financial Officer since joining the Company in December 1995, as Secretary from
November 1997 until the present and as Assistant Secretary from December 1995
through November 1997. From August 1992 to December 1995, he was the Chief
Financial Officer for Priority Pharmacy, a privately held pharmacy company. From
1981 to 1992, Mr. LoForti was Vice President of Finance for Intermark, Inc., a
publicly held conglomerate. He holds a B.S. degree in Accounting from Brigham
Young University and is a Certified Public Accountant.
STEVEN E. RICHARDSON. Mr. Richardson has served as Vice President of
Marketing since joining the Company in August 1997. From March 1997 to July
1997, he was Vice President of Marketing for Proxima Corporation, a multimedia
projection company. From December 1987 to March 1997, he served in various
marketing capacities at Compression Labs, Inc., a provider of video
communications solutions, including Vice President of Marketing. From June 1976
to December 1987, he served in various capacities at Hewlett-Packard, including
Product Marketing Manager for the Information Networks Division in Cupertino,
California. Mr. Richardson holds a B.S. degree in Electrical Engineering from
the Massachusetts Institute of Technology and an M.B.A. from Harvard Business
School.
ROBERT J. SCROOP. Mr. Scroop has served as Vice President of
Engineering since joining the Company in February 1993. From April 1990 to
February 1993, he was Vice President of Engineering of the Cipher Division of
Archive Corporation. From December 1985 to April 1990, he was Director of
Engineering for Cipher. Mr. Scroop holds a First Class Honours degree in
Electrical Engineering from Brunel University, England.
There are no family relationships among any of the Company's directors and
executive officers.
BOARD MEETINGS AND COMMITTEES
During the fiscal year ended June 30, 1999 ("Fiscal 99"), the Board
held eight (8) regular meetings and one (1) special meeting. Each director
attended at least 75% of the meetings held during Fiscal 99 that occurred on or
after the initiation of his term as a director.
During Fiscal 99, the Board had an Audit Committee and a Compensation
Committee. The Company does not have a Nominating Committee or a committee that
performs equivalent functions of a Nominating Committee. The Audit Committee,
composed of Messrs. Otterson, Preuss and Shane, is responsible for reviewing
financial statements, accounting and financial policies and internal controls
and reviewing the scope of the independent auditor's activities and fees. Mr.
Shane is chairman of the Audit Committee. The Audit Committee held five (5)
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<PAGE>
meetings during Fiscal 99. The Compensation Committee, also composed of Messrs.
Otterson, Preuss and Shane, is responsible for reviewing and approving, within
its authority, compensation, benefits, training and other human resource
policies. Mr. Otterson is chairman of the Compensation Committee. The
Compensation Committee held four (4) meetings during Fiscal 99. Each director
who served on the Audit Committee or the Compensation Committee during Fiscal 99
attended at least 75% of such respective committee's meetings held during Fiscal
99 that occurred on or after the initiation of his term as a director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock issued and outstanding as of
September 15, 1999 by (i) each person who is known by the Company to own
beneficially more than five percent (5%) of the issued and outstanding shares of
Common Stock, (ii) each of the Company's directors and director nominees, (iii)
the Company's Chief Executive Officer and the other four (4) most highly
compensated executive officers of the Company whose total annual salary and
bonus exceeded $100,000 during Fiscal 99 (collectively, the "Named Executive
Officers"), and (iv) all current directors and executive officers as a group.
The table is based upon information supplied by directors, officers and
principal shareholders of the Company.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
--------------------------------
NAME AND ADDRESS NUMBER PERCENT (1)
- ---------------- ----------------- --------------
<S> <C> <C>
Martin D. Gray (2)................... 1,761,007 17.5%
William W. Otterson (3).............. 566,124 5.6%
Scott McClendon (4).................. 533,380 5.3%
Peter Preuss (5)..................... 74,896 *
John A. Shane (6).................... 46,875 *
Frank R. Kirchhoff (7)............... 185,229 1.8%
Robert J. Scroop (8)................. 102,667 1.0%
Steven E. Richardson (9)............. 46,000 *
All current directors and officers
as a group (10 persons)(10).......... 3,385,938 33.6%
</TABLE>
- --------------------------------------------------------------------------------
8
<PAGE>
* Indicates ownership of less than one percent.
(1) Except as otherwise indicated, each beneficial owner has the sole power
to vote and, as applicable, dispose of all shares of Common Stock owned
by such beneficial owner, subject to community property laws where
applicable. Amounts shown for each shareholder include all shares of
Common Stock issuable upon the exercise of options, which are
exercisable as of, or will become exercisable within 60 days of
September 15, 1999. The address for all of the above listed individuals
is 8975 Balboa Avenue, San Diego, California 92123.
(2) Includes 14,110 shares of Common Stock issuable pursuant to stock
options exercisable by Mr. Gray within 60 days of September 15, 1999.
(3) Includes 384,964 shares of Common Stock held by Anne S. Otterson,
spouse of Mr. Otterson, Trustee, Otterson Family Trust u/t/d February
8, 1980, over which Mrs. Otterson holds voting and dispositive power;
and 57,060, 49,800 and 46,300 shares of Common Stock held by Eric
Otterson, John Otterson and Helen Ann Otterson, respectively, children
of Mr. Otterson. Mr. Otterson is a director of the Company. Also
includes 28,000 shares of Common Stock issuable pursuant to stock
options exercisable by Mr. Otterson within 60 days of September 15,
1999.
(4) Includes 223,261 shares of Common Stock held by Scott McClendon,
Trustee, McClendon Trust u/t/d December 31, 1991, over which Mr.
McClendon holds voting and dispositive power; 1,000 shares of Common
Stock held by Fred T. Clifton, Trustee, for FTC/ESC Trust u/t/d January
4, 1988; 500 shares of Common Stock held by Philip S. McClendon; 1,000
shares of Common Stock held by Financial Services Corp. for the benefit
of Elizabeth C. McClendon; and 79,369 shares of Common Stock issuable
pursuant to stock options exercisable by Mr. McClendon within 60 days
of September 15, 1999.
(5) Includes 20,000 shares of Common Stock issuable pursuant to stock
options exercisable by Mr. Preuss within 60 days of September 15, 1999.
(6) Includes 3,202 shares of Common Stock held by Palmer Service
Corporation, of which Mr. Shane is the president and 30,000 shares of
Common Stock issuable pursuant to stock options exercisable by Mr.
Shane within 60 days of September 15, 1999.
(7) Includes 123,808 shares of Common Stock held by Frank and JoAnne
Kirchhoff; and 61,421 shares of Common Stock issuable pursuant to stock
options exercisable by Mr. Kirchhoff within 60 days of September 15,
1999.
(8) Includes 21,600 shares of Common Stock held by Robert J. Scroop and
Virginia L. Scroop, 4,000 and 2,700 shares of Common Stock held by
Amanda L. Scroop and Catherine E. Scroop, respectively; and 74,367
shares issuable pursuant to stock options exercisable by Mr. Scroop
within 60 days of September 15, 1999.
(9) Includes 40,000 shares of Common Stock issuable pursuant to stock
options exercisable by Mr. Richardson within 60 days of September 15,
1999.
9
<PAGE>
(10) Includes 416,046 shares of Common Stock issuable pursuant to stock
options exercisable by all current directors and executive officers as
a group within 60 days of September 15, 1999.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) under the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's officers and directors, and persons who own more
than ten percent (10%) of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the SEC. Officers,
directors and greater than ten-percent shareholders are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms that
they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representation that no other
reports were required, the Company's officers, directors and greater than
ten-percent shareholders complied with all applicable Section 16(a) filing
requirements during Fiscal 99.
EXECUTIVE COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION. The Company's non-employee director
compensation plan consists of both a cash component and an equity component.
Each of the Company's non-employee directors receives cash compensation of
$3,000 per quarter, plus reimbursement for such director's expenses relating to
his activities as a director. During Fiscal 99, the equity component of the plan
consisted of the grant of fully vested stock options exercisable into (i) 6,000
shares of Common Stock to each newly appointed non-employee director, and (ii)
2,500 shares of Common Stock to each non-employee director annually thereafter.
Pursuant to this plan, in August 1997, the Company granted fully vested stock
options exercisable into 6,000 shares of Common Stock to both Messrs. Otterson
and Shane. In order to attract and retain qualified Board members, the Company
changed the equity component for Fiscal 99 to provide for the grant to a
non-employee director of stock options exercisable into 50,000 shares of Common
Stock upon such director's appointment to the Board and eliminated the
subsequent annual grant provisions. Such options, which are exercisable at the
fair market value of the Common Stock on the date of grant, vest at the rate of
2,000 shares per meeting of the Board attended, with a maximum vesting of 20,000
shares per year. In September 1998, the Company granted options exercisable into
50,000 shares of Common Stock to Messrs. Otterson, Preuss and Shane.
1995 STOCK OPTION PLAN. In October 1995, the shareholders of the
Company approved the Company's 1995 Stock Option Plan as amended (the "1995
Plan"). A total of 1,000,000 shares of Common Stock currently are authorized for
issuance under the 1995 Plan. The 1995 Plan provides that non-employee
directors, employees and consultants of the Company are eligible to receive
options exercisable into shares of Common Stock. The options granted under the
1995 Plan are exercisable at fair market value on the date of issuance, vest
over a maximum of five (5) years and have a term of ten (10) years from the date
of grant. Unless sooner terminated by the Board, the 1995 Plan expires on
October 10, 2005. The Board may amend, suspend, modify or terminate the 1995
Plan; provided, however, that shareholder approval is
10
<PAGE>
required to make any amendment that: (i) materially increases the number of
shares available for issuance under the 1995 Plan (except as expressly
permitted); (ii) materially changes the class of persons who are eligible for
the grant of incentive stock options; or (iii) if required by Rule 16b-3 (or any
successor) under the Exchange Act, materially increases the benefits accruing to
participants under the 1995 Plan or materially modifies the requirements as to
eligibility for participation in the 1995 Plan.
1997 EXECUTIVE STOCK OPTION PLAN. In November 1997, the shareholders of
the Company approved the Company's 1997 Executive Stock Option Plan (the "1997
Plan"). A total of 800,000 shares of Common Stock currently are authorized for
issuance under the 1997 Plan. The 1997 Plan provides that only employees of the
Company are eligible to receive options exercisable into shares of Common Stock.
The options granted under the 1997 Plan are exercisable at fair market value on
the date of issuance, vest over a maximum of five (5) years and have a term of
ten (10) years from the date of grant. Unless sooner terminated by the Board,
the 1997 Plan expires on August 12, 2007. The Board may amend, suspend, modify
or terminate the 1997 Plan; provided, however, that shareholder approval is
required to make any amendment that: (i) materially increases the number of
shares available for issuance under the 1997 Plan (except as expressly
permitted); (ii) materially changes the class of persons who are eligible for
the grant of incentive stock options; or (iii) if required by Rule 16b-3 (or any
successor) under the Exchange Act, materially increases the benefits accruing to
participants under the 1997 Plan or materially modifies the requirements as to
eligibility for participation in the 1997 Plan.
1996 EMPLOYEE STOCK PURCHASE PLAN. In December 1996, the Board adopted
the 1996 Employee Stock Purchase Plan (the "Purchase Plan"), the purpose of
which is to provide an opportunity for the Company's employees to purchase
shares of Common Stock and thereby have an additional incentive to contribute to
the prosperity of the Company. The Purchase Plan became effective in February
1997. The Purchase Plan allows employees to purchase shares of Common Stock
through payroll deductions. An administrative committee appointed by the Board
(the "Administrative Committee") determines periods of up to 27 months (each an
"Option Period"), during which each participant in the Purchase Plan is granted
an option to purchase the number of shares of Common Stock that may be purchased
with the payroll deductions accumulated on behalf of such participant during a
particular Option Period, as approved by the Board. Option periods currently are
set at six (6) months. The Purchase Plan provides that: (i) no employee shall be
entitled to accrue rights to purchase shares under the Purchase Plan at a rate
that exceeds $25,000 of the fair market value of such stock (determined at the
time the option is granted) for any calendar year in which such option is
outstanding at any time; and (ii) the maximum number of shares subject to any
option shall not exceed 1,500. Employees participating in the Purchase Plan may
purchase shares of Common Stock under each option at a price per share equal to
the lower of (x) not less than 85% of the fair market value of the Common Stock
on the date of commencement of participation in an Option Period or (y) not less
than 85% of the fair market value of a share of Common Stock on the date of
purchase. Generally, any employee, including executive officers (but excluding
persons who hold five percent (5%) or more of the Company's voting stock),
regularly employed on a full-time basis by the Company or by Overland Data
(Europe) Limited, a wholly owned subsidiary of the Company, on the first day of
each Option Period is eligible to participate in the Purchase Plan, subject to
minimum eligibility periods, if any, as established by the Administrative
Committee. Participants may authorize payroll deductions of up to 15% of their
compensation, including
11
<PAGE>
base, overtime and commissions, for the purchase of shares of Common Stock under
the Purchase Plan. The Purchase Plan currently authorizes the Company to issue
up to 500,000 shares of Common Stock under the Purchase Plan. As of the date
hereof, 197,825 shares of Common Stock have been purchased under the Purchase
Plan. The Purchase Plan will terminate in January 2007.
401(k) PLAN. In February 1994, the Company adopted the Overland Data,
Inc. On-Track 401(k) Savings Plan (the "401(k) Plan"), that covers all eligible
employees of the Company who complete six months of service and are at least 21
years old. Employees may elect to defer up to 15% of their eligible compensation
(not to exceed the statutorily prescribed annual limit) in the form of elective
deferral contributions to the 401(k) Plan. The elective deferral contributions
are fully vested and nonforfeitable at all times and are invested in accordance
with the directions of the participants. The 401(k) Plan is intended to qualify
under Section 401 of the Internal Revenue Code, as amended, so that employee
contributions and income earned on such contributions are not taxable to
employees until withdrawn. The Company currently makes matching contributions on
the first 6% of eligible compensation deferred by the 401(k) Plan participants
at the rate of 50%.
12
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table sets forth, for each of the last three fiscal years
ended June 30, 1999, the cash compensation for services in all capacities to the
Company of those persons who were the Named Executive Officers as of June 30,
1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
---------------------------------------- COMPENSATION
FISCAL OTHER AWARDS
NAME YEAR SALARY BONUS (1) COMPENSATION # OF OPTIONS
- --------------------- ------ -------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
1999 $260,000 $76,633 -- --
Scott McClendon, 1998 260,000 38,220 -- 100,000
President and CEO 1997 240,000 -- -- 8,000
1999 $175,000 $20,017 $30,217 (2) --
Frank R. Kirchhoff, 1998 175,000 32,160 -- 32,200
VP of Sales 1997 175,000 -- -- 2,200
1999 $175,000 $24,685 -- 20,000
Steven E. Richardson, 1998 157,500 29,650 $77,790 (4) 80,000
VP of Marketing (3) 1997 -- -- -- --
1999 $150,000 $20,368 -- --
Robert J. Scroop, 1998 150,000 20,000 -- 75,000
VP of Engineering 1997 140,000 -- -- 1,867
1999 $140,000 $21,384 -- 30,000
Martin D. Gray, 1998 140,000 14,000 -- --
VP, Chief Technical 1997 140,000 -- -- 1,667
Officer and Asst.
Secretary
</TABLE>
- ---------------------
(1) The Fiscal 1999 and 1998 bonus amounts were earned in their respective
fiscal years, but were paid in August 1999 and August 1998,
respectively.
(2) Represents commissions earned.
(3) Steven E. Richardson became Vice President of Marketing effective
August 4, 1997. His annual base salary was $175,000 at June 30, 1998.
(4) Hiring incentive includes tax adjusted moving and relocation costs.
13
<PAGE>
STOCK OPTION GRANTS
The following table shows all individual grants of stock options to the
Named Executive Officers during Fiscal 99:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK
PRICE APPRECIATION FOR
OPTION
INDIVIDUAL GRANTS TERM (2)
- --------------------- ---------------------------------------------- -----------------------------
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE
OPTIONS IN FISCAL PRICE PER EXPIRATION 5% 10%
NAME GRANTED (1) YEAR SHARE DATE PER YEAR PER YEAR
- --------------------- ----------- ---------- --------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Steven E. Richardson, 20,000 3.8% $10.75 1/12/2009 $148,796 $377,079
VP of Marketing
Martin D. Gray, 30,000 5.7% 11.83 1/12/2009 202,819 513,982
VP, Chief Technical
Officer and Asst.
Secretary
</TABLE>
- ---------------------
(1) Based on a total of 525,500 options granted to all employees during
Fiscal 99.
(2) In accordance with the rules of the Securities and Exchange Commission,
the potential realizable values for the options are based on assumed
rates of stock price appreciation of 5% and 10% compounded annually
from the date the respective options were granted to their expiration
dates. The gains shown are net of the option exercise price, but do not
include deductions for taxes or other expenses associated with the
exercise. These assumed rates of appreciation do not represent the
Company's estimate or projection of the appreciation of shares of the
Common Stock and actual gains, if any, on stock option exercises will
depend on the future performance of the Common Stock.
14
<PAGE>
OPTION EXERCISES
The following table sets forth information for the Named Executive
Officers with respect to exercises of options to purchase shares of Common Stock
during Fiscal 99 and the number and value of unexercised stock options held at
June 30, 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNEXERCISED UNDERLYING IN-THE-MONEY
ACQUIRED OPTIONS AT JUNE 30, 1999 OPTIONS AT JUNE 30, 1999(1)
ON VALUE -------------------------- ---------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
-------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Scott McClendon 54,369 75,000 $119,132 -
Frank R. Kirchhoff 20,000 $43,000 53,921 22,500 246,533 -
Steven E. Richardson - - 20,000 80,000 - -
Robert J. Scroop - - 55,617 56,250 195,125 -
Martin D. Gray - - 14,110 30,000 68,810 -
</TABLE>
- --------------------------
(1) Based upon the difference between the closing bid price of the Common Stock
of $6.375 as quoted on the Nasdaq National Market System on June 30, 1999
and the exercise price.
15
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board (the "Committee") makes
recommendations to the Board regarding compensation of the Company's directors
and officers and oversees the administration of the Company's employee stock
option plans. All decisions of the Committee relating to compensation of the
Company's executive officers are reviewed and approved by the entire Board. The
policy of the Committee with respect to executive compensation is that such
compensation should (i) be effective in attracting and retaining key executives
critical to the Company's success, (ii) align the interests of the executives
with the interests of the Company's shareholders, (iii) reflect the Company's
financial performance and (iv) reward executives for their individual
performance. Executive compensation includes base salary, bonuses based on the
Company's performance and stock option grants. These programs are designed to
provide incentives for both short and long-term performance.
BASE SALARY
The base salary of the Company's Chief Executive Officer (the "CEO") is
set at an amount which the Committee believes is competitive with the salaries
paid to the chief executive officers of other companies of comparable size in
similar industries. Salary levels of the Company's other executive officers are
set in a like manner. In evaluating salaries, the Committee utilizes information
and surveys of the compensation practices of high technology companies provided
by the management and human resource consulting firms of Watson Wyatt and
Radford Associates. The Committee also relies on information provided by the
Company's Human Resources Department and its knowledge of local pay practices.
Furthermore, the Committee considers the executives' performance of their job
responsibilities and the overall financial performance of the Company. The
Committee recognized the record revenues and earnings generated by the Company
during its fiscal year ended June 30, 1998 when establishing the salaries for
Fiscal 99.
BONUSES
The CEO and executive officers participate in the Company's executive
bonus plan. For Fiscal 99, the plan established by the Committee provided three
performance measurement points: (1) actual net revenues achieved by the Company
in comparison to the approved annual financial plan; (2) actual net income
achieved by the Company in comparison to the approved annual financial plan; and
(3) individual job performance goals and qualitative objectives. The bonus plan
for each executive was tailored to be unique to his/her area of responsibility.
Net revenues achieved by the Company came within 3.6% of the approved annual
financial plan and net income came within 12.3% of the planned level. Individual
job performance goals were only partially achieved by the executive officers. As
a result of these performances, the aggregate Fiscal 99 executive officer
bonuses amounted to 58.8% of the bonus potential.
16
<PAGE>
STOCK OPTION GRANTS
The Company provides its executive officers with long-term incentives
through the grant of stock options. The exercise price of all options is equal
to the closing market price of the Common Stock on the date of grant and the
options generally vest over a four year period. An initial grant of options is
made at the time an executive is hired and the Committee considers on an annual
basis additional grants based on the performance of both the individual
executives and the Company as a whole. The Committee takes into account the
executive's position and level of responsibility, existing stock and unvested
option holdings and the potential reward if the stock price appreciates in the
public market. Upon his hire in August 1997, the Committee granted a total of
80,000 options to Mr. Richardson, the Company's Vice President of Marketing.
Also in August 1997, the Committee determined that the unvested option holdings
of the other executive officers were insufficient to provide the level of
long-term incentive desired by the Committee and, consequently, the Committee
made a special grant of 235,000 options to those executive officers. In January
1999, the Committee made additional grants of 30,000 options to Mr. Gray and
20,000 options to Mr. Richardson.
The Compensation Committee believes that management compensation levels
during Fiscal 99 appropriately reflect the application of the Compensation
Committee's compensation policy.
COMPENSATION COMMITTEE:
William W. Otterson
Peter Preuss
John A. Shane
The foregoing report of the Compensation Committee shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933 (the
"Securities Act") or the Exchange Act except to the extent that the Company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such acts.
17
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG OVERLAND DATA, THE NASDAQ 100 INDEX, AND THE
NASDAQ COMPUTER INDUSTRY COMPOSITE INDEX
<TABLE>
<CAPTION>
NASDAQ Computer NASDAQ Overland
Date Industry Index Composite Index Data, Inc
<S> <C> <C> <C>
21-Feb-97 100.00 100.00 100.00
31-Mar-97 91.10 91.56 43.96
30-Apr-97 100.84 94.49 47.25
30-May-97 111.10 104.95 58.24
30-Jun-97 110.86 108.08 47.25
31-Jul-97 130.28 119.45 61.54
29-Aug-97 128.43 118.96 61.54
30-Sep-97 131.30 126.33 68.69
31-Oct-97 121.97 119.43 58.24
28-Nov-97 124.21 119.95 60.44
31-Dec-97 115.56 117.69 48.35
30-Jan-98 126.21 121.36 45.05
27-Feb-98 142.21 132.69 49.45
31-Mar-98 144.39 137.57 54.95
30-Apr-98 149.04 140.03 47.81
29-May-98 138.77 133.32 44.51
30-Jun-98 158.60 142.00 44.51
31-Jul-98 160.37 140.33 43.96
31-Aug-98 133.33 112.36 38.46
30-Sep-98 163.69 126.94 40.66
30-Oct-98 159.89 132.76 43.96
30-Nov-98 191.66 146.11 46.15
31-Dec-98 210.82 164.33 62.64
29-Jan-99 252.49 187.80 72.53
26-Feb-99 228.95 171.48 70.33
31-Mar-99 246.52 184.47 65.93
30-Apr-99 240.26 190.57 52.75
28-May-99 225.11 185.15 57.14
25-Jun-99 243.03 191.31 53.30
</TABLE>
The above graph assumes that $100.00 was invested in the Common Stock
and in each index on February 21, 1997, the effective date of the Company's
initial public offering. Although the Company has not declared a dividend on its
Common Stock, the total return for each index assumes the reinvestment of
dividends. Shareholder returns over the period presented should not be
considered indicative of future returns. Pursuant to SEC regulations, the graph
shall not be deemed to be "soliciting material" or to be "filed" with the SEC,
nor shall it be incorporated by reference into any filing under the Securities
Act or the Exchange Act.
18
<PAGE>
PROPOSAL TWO--RATIFICATION OF INDEPENDENT AUDITORS
(ITEM 2 ON THE PROXY CARD)
The Board has selected PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending June 30, 2000, and has further
directed that management submit the selection of independent auditors for
ratification by the shareholders at the Meeting. PricewaterhouseCoopers LLP has
audited the Company's financial statements annually since the Company's
inception. Its representatives are expected to be present at the Meeting, will
have the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
Shareholder ratification of the selection of PricewaterhouseCoopers LLP
as the Company's independent auditors is not required by the Company's Bylaws or
otherwise. The Board is submitting the selection of PricewaterhouseCoopers LLP
to the shareholders for ratification as a matter of good corporate practice. In
the event that the shareholders fail to ratify the selection, the Board will
reconsider whether or not to retain that firm. Even if the selection is
ratified, the Board in its discretion may direct the appointment of a different
independent accounting firm at any time during the year if the Board determines
that such a change could be in the best interests of the Company and its
shareholders.
VOTE REQUIRED AND RECOMMENDATION
An affirmative vote by the holders of a majority of the shares
presented in person or represented by proxy at the Meeting is required for
approval by ratification of auditors.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS THE COMPANY'S INDEPENDENT AUDITORS FOR
THE FISCAL YEAR ENDING JUNE 30, 2000.
19
<PAGE>
OTHER BUSINESS
The Company knows of no other matters to be submitted at the Meeting.
If any other matters are properly brought before the Meeting, it is the
intention of the persons named in the enclosed proxy to vote the shares they
represent in accordance with their judgment.
SHAREHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals and suggestions received from shareholders are given careful
consideration by the Company in accordance with Rule 14a-8 under the Exchange
Act. Any proposal intended to be (i) presented by a shareholder for action at
the Company's 2000 Annual Meeting of Shareholders (the "2000 Meeting"), and (ii)
included in the proxy statement and proxy relating to the 2000 Meeting, must be
received by the Secretary of the Company (at its principal executive offices) no
later than July 11, 2000. Nothing in this paragraph shall be deemed to require
the Company to include in such proxy statement and proxy any shareholder
proposal that does not meet all of the requirements for such inclusion
established by the SEC at that time in effect.
A shareholder who intends to present at the 2000 Meeting a proposal
that is not discussed in the related proxy materials should notify the Company
of such proposal on or before August 22, 2000. Otherwise, the individuals
designated as proxies by the Company in connection with the 2000 Meeting will
have discretionary authority to vote for or against such proposal at the 2000
Meeting.
FORM 10-K
A copy of the Company's Annual Report for Fiscal 99 is being mailed
with this Proxy Statement to shareholders entitled to notice of the Meeting. At
any shareholder's written request, the Company will provide, without charge, a
copy of the Annual Report for Fiscal 99 which incorporates the Form 10-K as
filed with the SEC, including the financial statements and a list of exhibits.
Requests should be sent to Investor Relations, Overland Data, Inc., 8975 Balboa
Avenue, San Diego, California 92123-1599.
By Order of the Board of Directors
/s/ Vernon A. LoForti
----------------------------------
Vernon A. LoForti
SECRETARY
San Diego, California
20
<PAGE>
---------------
Company #
There are three ways to vote your proxy Control #
---------------
<TABLE>
<S><C>
Vote By Phone Vote Via Internet Vote By Mail
1-800-240-6326 http://www.eproxy.com/ovrl/
Mark, sign and date your proxy
Use any touch-tone telephone to Use the Internet to vote your card and return it in the
vote your proxy 24 hours a day, proxy 24 hours a day, 7 days a postage-paid envelope we have
7 days a week. Have your proxy week. Have your proxy card in provided.
card in hand when you call. You hand when you access the web
will be prompted to enter your site. You will be prompted to
3-digit company number and a enter your 3-digit company
7-digit control number, which number and a 7-digit control
are located above, and then number, which are located above,
follow the simple instructions. to create an electronic ballot.
THE DIRECTORS RECOMMEND A VOTE FOR ITEMS 1 AND 2
v PLEASE DETACH HERE v
- -----------------------------------------------------------------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD USING THE ENCLOSED ENVELOPE.
IF YOU VOTE BY PHONE
OR INTERNET, PLEASE DO
NOT MAIL YOUR PROXY CARD.
1. ELECTION OF DIRECTORS Scott McClendon William W. Otterson John A. Shane
Martin D. Gray Peter Preuss
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
/ / FOR ALL / / WITHHOLD AUTHORITY
NOMINEES FROM ALL NOMINEES
(EXCEPT AS MARKED)
----------------------------------------------------------------
2. Proposal to appoint PricewaterhouseCoopers LLP as
independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
>
p
l Date:
e -------------------------------------------------
a
Your telephone or Internet s
vote authorizes the named e -------------------------------------------------------
proxies to vote your (Signature)
shares in the same manner d
as if you marked, signed e -------------------------------------------------------
and returned the proxy t (Signature if held jointly)
card. The deadline for a
telephone or Internet c Please sign exactly as your name(s) appear to the left.
voting is noon EDT, one h When signing in a fiduciary or representative capacity,
business day prior to the please add your full title. If shares are registered in
annual meeting. h more than one name, all holders must sign. If signature
e is for a corporation or partnership, the handwritten signature
r and title of an authorized officer or person is required,
e together with the full company name.
</TABLE>
>
<PAGE>
[OVERLAND LOGO] OVERLAND DATA, INC.
1999 PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I appoint Scott McClendon and Vernon A. LoForti, or either of them (the
"Appointed Proxies"), with power of substitution to each, to vote all shares of
Common Stock which I have power to vote at the Annual Meeting of Shareholders
(the "Meeting") of Overland Data, Inc. to be held on Monday, November 8, 1999 at
9:00 a.m., or at any adjournment or postponement thereof, in accordance with the
instructions on the reverse side of this card and with the same effect as though
I were present in person and voting such shares. The Appointed Proxies are
authorized in their discretion to vote upon such other business as may properly
come before the Meeting.
(CONTINUED, AND TO BE SIGNED AND DATED ON REVERSE SIDE)
SEE REVERSE SIDE
