SCHEDULE 14A
(RULE 14A-101)
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(3)(2))
_X_Definitive proxy materials
___Definitive additional materials
___Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
ANNIE'S HOMEGROWN, INC.
--------------------------------------------------
(Name of Registrant as Specified in Its Charter)
ANNIE'S HOMEGROWN, INC.
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
_X_ $125 per Exchange Act Rule 0-11c(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
___ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
___ Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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:
ANNIE'S HOMEGROWN, INC.
180 SECOND STREET, SUITE 202
CHELSEA, MA 02150
---------------
NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 28, 1996
---------------
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Special Meeting in Lieu of Annual
Meeting of Shareholders of Annie's Homegrown, Inc., a Delaware corporation (the
"Corporation"), will be held on Monday, October 28, 1996, at 10:00 A.M.
California time, in the Discussion Room, Delancey Street, 600 Embarcadero, San
Francisco, California, for the following purposes:
1. To elect a Board of Directors for the ensuing year.
2. To consider and act upon a proposal to approve the adoption
of the Corporation's 1996 Stock Plan.
3. To ratify the selection of the firm of KPMG Peat Marwick LLP
as auditors for the fiscal year ending December 31, 1996.
4. To transact such other business as may properly come before
the meeting and any postponements or adjournments thereof.
Only shareholders of record at the close of business on September 27,
1996 are entitled to notice of and to vote at the meeting and any adjournments
thereof.
By Order of the Board of Directors
Celinda Shannon
Secretary
Chelsea, Massachusetts
September 30, 1996
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT
PROMPTLY IN THE ENCLOSED STAMPED ENVELOPE BY RETURN MAIL PRIOR TO THE DATE
OF THE MEETING IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
ANNIE'S HOMEGROWN, INC.
180 2ND STREET, SUITE 202
CHELSEA, MA 02150
(617) 889-2822
-----------------
PROXY STATEMENT
FOR THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 28, 1996
-----------------
SEPTEMBER 30, 1996
Proxies in the form enclosed with this proxy statement are solicited by
the Board of Directors of Annie's Homegrown, Inc. (the "Corporation") for use at
the Special Meeting in Lieu of Annual Meeting of Shareholders to be held on
Monday, October 28, 1996, at 10:00 A.M., in the Discussion Room, Delancey
Street, 600 Embarcadero, San Francisco, California or at any adjournments
thereof (the "Special Meeting").
Only holders of Common Stock, $.001 par value per share, of record as
of the close of business on September 27, 1996, the record date (the "Record
Date") fixed by the Board of Directors, will be entitled to notice of, and to
vote at, the Special Meeting and any adjournments thereof. As of the Record
Date, 4,256,985 shares of Common Stock of the Corporation were issued and
outstanding. Holders of Common Stock are entitled to cast one vote for each
share held of record by them on each proposal submitted to a vote at the Special
Meeting. Shareholders may vote in person or by proxy. Execution of a proxy will
not in any way affect a shareholder's right to attend the Special Meeting and
vote in person. Any shareholder giving a proxy has the right to revoke that
proxy by (i) filing a later-dated proxy or a written notice of revocation with
the Secretary of the Corporation at any time before it is exercised, or (ii)
voting in person at the Special Meeting. The holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Special Meeting will
constitute a quorum for the transaction of business.
The persons named as attorneys in the proxies, Deborah Churchill and
Neil Raiff, were selected by the Board of Directors and are directors and/or
officers of the Corporation. All properly executed proxies returned in time to
be counted at the Special Meeting will be voted as stated below under "Voting
Procedures." Any shareholder giving a proxy has the right to withhold authority
to vote for any individual nominee to the Board of Directors by so marking the
proxy in the space provided thereon.
In addition to the election of directors, the shareholders will
consider and vote upon proposals (i) to approve the adoption of the
Corporation's 1996 Stock Plan, and (ii) to ratify the selection of the firm of
KPMG Peat Marwick LLP as the Corporation's auditors for the fiscal year ending
December 31, 1996, all as further described in this proxy statement. Where a
choice has been specified on the proxy with respect to the foregoing matters,
including the election of directors, the shares represented by the proxy will be
voted in accordance with the specifications and will be voted FOR any such
proposal if no specification is indicated.
The Board of Directors of the Corporation knows of no other matters to
be presented at the Special Meeting. If any other matter should be presented at
the Special Meeting upon which a vote properly may be taken, including any
proposal to adjourn the Special Meeting, shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgment of the persons named as attorneys in the proxies.
An Annual Report to Shareholders, containing financial statements for
the fiscal year ended December 31, 1995, is being mailed together with this
proxy statement to all shareholders entitled to vote. This proxy statement and
the form of proxy were first mailed to shareholders on or about September 30,
1996.
MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table sets forth as of September 1, 1996 certain
information regarding the ownership of the Corporation's voting securities by
(i) each person who, to the knowledge of the Corporation, beneficially owned
more than 5% of the Corporation's voting securities outstanding at such date,
(ii) each director (or nominee for director) of the Corporation, (iii) each
Named Executive Officer (as defined below under "Compensation and Other
Information Concerning Directors and Officers--Executive Compensation") and (iv)
all directors (and nominees for director) and executive officers as a group:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF TOTAL
NAME AND ADDRESS (1) BENEFICIAL OWNERSHIP (2)(3) VOTING SECURITIES (4)
-------------------- --------------------------- ---------------------
<S> <C> <C>
Ann E. Withey (5) 1,704,209 38.48%
c/o Annie's Homegrown, Inc.
180 Second Street, Suite 202
Chelsea, MA 02150
Andrew Martin (6) 1,775,954 39.24%
c/o Annie's Homegrown, Inc.
200 Gate Five Road, Suite 211
Sausalito, CA 94965
Deborah Churchill (7) 185,266 4.20%
Brady Bevis (8) 11,000 *
Pam Monroe**(8) 11,000 *
David Simpson**(8) 11,000 *
Tom VanDyck**(8) 11,000 *
Patric DeTemple - *
Paul Geffner - *
Kare Anderson (9) 24,882 *
All directors and executive officers 3,980,776 78.04%
as a group (12 persons) (10)
</TABLE>
- ------------------
* Less than 1% of total voting securities.
** Resigned as director in September, 1996.
(1) Pursuant to rules of the Securities and Exchange Commission ("SEC"),
addresses are provided only for 5% beneficial owners.
(2) Except as otherwise noted in the footnotes to this table, each person
or entity named in the table has sole voting and investment power with
respect to all shares shown as owned, based on information provided to
the Corporation by the persons and entities named in the table.
(3) Shares of Common Stock subject to options exercisable within 60 days of
September 1, 1996, are deemed outstanding for computing the percentage
of the person or group holding such securities.
-2-
(4) Percentage of beneficial ownership is calculated on the basis of the
amount of outstanding securities at September 1, 1996 (4,256,985) plus,
for each person or group, any securities that person or group has the
right to acquire within 60 days pursuant to options or other rights.
(5) Includes 171,839 shares of Common Stock issuable upon exercise of
certain options granted pursuant to the Company's 1990 Incentive Stock
Option Plan.
(6) Includes 268,874 shares of Common Stock issuable upon exercise of
certain options granted pursuant to the Company's 1990 Incentive Stock
Option Plan.
(7) Includes 159,155 shares of Common Stock issuable upon exercise of
certain options granted pursuant to the Company's 1990 Incentive Stock
Option Plan.
(8) Includes 10,000 shares of Common Stock issuable upon exercise of
certain options granted pursuant to the directors compensation plan.
(9) Includes 9,948 shares of Common Stock issuable upon exercise of certain
options granted pursuant to the Company's 1990 Incentive Stock Option
Plan.
(10) Includes 844,058 shares of Common Stock issuable upon exercise of
certain options granted to directors and executive officers pursuant to
the Company's 1990 Incentive Stock Option Plan.
-3-
ELECTION OF DIRECTORS
The Board of Directors of the Corporation has nominated the following
persons for election as directors of the Corporation at the Special Meeting (the
"Board Nominees"). All of the Board Nominees are currently members of the
Corporation's Board of Directors. The Board Nominees and the year they first
joined the Board of Directors are:
Nominee Year First Joined Board
----------- ---------------------------
Ann E. Withey 1989
Andrew M. Martin 1989
Deborah Churchill 1991
Brady Bevis 1995
Patrick DeTemple 1996
Paul Geffner 1996
Kare Anderson 1996
The directors of the Corporation are elected annually and hold office
until the next Annual Meeting of Shareholders and until their successors have
been elected and qualified or until their earlier death, resignation or removal.
The Board of Directors knows of no reason why any Nominee should be unwilling or
unable to serve, but if such should be the case, proxies will be voted for the
election of another person or the Board of Directors may vote to fix the number
of directors at a lesser number. A plurality of the votes cast by the holders of
Common Stock present or represented by proxy and entitled to vote at the Special
Meeting is required for the elections of the Board Nominees. See "Voting
Procedures" below.
COMPENSATION OF DIRECTORS
The Board of Directors has the authority to determine a fixed sum to be
paid to directors for attendance at each meeting the Board or a stated salary as
a director. No director will be paid any salary, fees or other compensation for
services as a director, except for shares and options to non-employee members of
the Board of Directors. Directors may be reimbursed for certain expenses in
connection with attendance at Board and committee meetings. No such payment
shall preclude any director from serving the Company in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
For non-employee directors elected prior to January 1, 1996, each
non-employee director is issued 1,000 shares of the Company's Common Stock, as
compensation for service as a director, and each is granted an option to
purchase 10,000 shares of the Company's Common Stock at an exercise price equal
to 85% of the public offering price in the Company's initial public offering of
$6.00. For non-employee directors elected on or after January 1, 1996, each
non-employee director is granted an option to purchase 1,000 shares of Company's
Common Stock at an exercise price equal to the market value of such Common Stock
at the date of grant. All options become vested on the first anniversary of the
date of grant and would expire if not exercised within three years after
becoming vested.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors met three (3) times during the fiscal year ended
December 31, 1995. The Board of Directors does not currently have a standing
audit committee, compensation committee or nominating committee. Each of the
directors attended at least 75% of the aggregate of all meetings of the Board of
Directors which were held during his or her period of service during 1995.
-4-
OCCUPATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the Board Nominees to be elected at the
Special Meeting and the executive officers of the Corporation, their ages, and
the positions currently held by each such person with the Corporation.
NAME AGE POSITION
------ ----- ----------
Ann E. Withey 33 Inspirational President and Director
Andrew Martin 41 Chairman and Chief Executive Officer
Deborah Churchill 33 President and Director
Neil Raiff 38 Chief Operating Officer and Treasurer
Paul Nardone 28 Executive Vice President of Sales
Celinda Shannon 29 Secretary
Brady Bevis 52 Director
Patrick DeTemple 44 Director
Paul Geffner 43 Director
Kare Anderson 48 Director
ANN E. WITHEY co-founded the Company in 1989 and is currently a
director and the Company's Inspirational President. Ms. Withey has served as a
director of the Company since 1989. Ms. Withey's responsibilities also include
new product development and consumer correspondence and relations. Approximately
95% of Ms. Withey's time is devoted to the Company's matters. Ms. Withey is also
co-founder and is currently a director of The Good Idea Foods Company, Inc. Ms.
Withey was co-founder of Smartfood, Inc. and creator of the original recipe for
Smartfood Popcorn. Smartfood, Inc. was sold to Frito-Lay a division of PepsiCo
in 1989. Ms. Withey and her husband own and operate a small organic produce farm
in Connecticut. Ms. Withey actively supports a variety of programs that benefit
women, children, education and the environment. Ms. Withey holds a B.A. degree
from the University of Connecticut.
ANDREW M. MARTIN co-founded the Company, and since 1989, has been the
Company's Chairman and Chief Executive Officer. Mr. Martin participated in all
aspects of the Company's development, including strategic planning, product
development, finance, management, sales and marketing. Mr. Martin was a
co-founder, President and Chairman of Smartfood, Inc. In 1989, Mr. Martin
founded, and is currently the Chairman and Chief Executive Officer of Simple
Packaging Solutions, Inc., an international packaging technology corporation
located in Sausalito, California. In 1993, Mr. Martin also founded, and is
currently the Chairman and Chief Executive Officer of The Good Idea Foods
Company, Inc., a regional snack food company located in Chelsea, Massachusetts.
Mr. Martin holds several international and national patents and awards for
technology excellence. He has also created several successful programs to
benefit the homeless and the environment.
DEBORAH CHURCHILL has served as the Company's President and a director
since 1991. Her responsibilities include serving as a spokesperson for the
Company, its products and philosophy. She has been honored as a speaker by many
groups on behalf of issues relating to women, business and the environment. Ms.
Churchill works closely with the Company's Chief Operating Officer and Treasurer
in directing Company matters. She is also a director of Simple Packaging
Solutions, Inc. and the Good Idea Foods Company, Inc., and is the founder of the
Women's Discovery Foundation. Prior to joining the Company in May 1990, Ms.
Churchill was a District Loan officer, in charge of all loan operations in
Northern California, with Glendale Federal Bank of San Mateo California. Ms.
Churchill holds a B.A. in Economics from the University of California at Santa
Barbara.
NEIL RAIFF is a certified public accountant and currently serves as the
Company's Chief Operating Officer and Treasurer. From 1989 to September 1994.
Mr. Raiff served in this capacity on a contractual basis. On October 1, 1994,
Mr. Raiff was retained as a part-time employee, and in May 1995 his status was
changed to a full-time employee. Mr. Raiff is responsible for all financial and
administrative functions including financial forecasting and strategic planning,
expense control, accounting, purchasing and banking and insurance relationships.
From 1991 to May 1995, Mr. Raiff was self employed as a CPA in private practice.
From 1989 to 1991, Mr. Raiff was a
-5-
Manager with Cohen and Havian, certified public accountants in Boston,
Massachusetts. Mr. Raiff holds a B.S. in Accoutancy from Bentley College in
Waltham, Massachusetts.
PAUL NARDONE is currently the Company's Executive Vice President of
Sales. Mr. Nardone is responsible for managing the Company's strategic national
sales plan. In 1988, Mr. Nardone founded Olde Boston Snacks, a distributor of
gourmet nuts and natural snack mixes. Mr. Nardone continues to work in an
advisory role with Olde Boston Snacks. In 1990, Mr. Nardone founded New England
Snacks, Inc., a regional snack food distributorship. In March, 1992, New England
Snacks, Inc. was sold to Alternative Distributors where Mr. Nardone served as
Vice President of sales until joining the Company in 1993. Mr. Nardone also
serves as President of Good Idea Foods Company, Inc. Approximately 95% of his
time is spent on matters relating to Annie's Homegrown Inc. Mr. Nardone holds a
B.A. degree in Political Science from Tufts University in Medford,
Massachusetts.
CELINDA SHANNON currently serves as the Company's Secretary. Since
joining the Company in 1992, she has held a variety of roles including assistant
to the Chairman, New Product Development, Marketing and Sales Management and
Package Design. Currently, Ms. Shannon in managing the administration of the
initial public offering and, upon completion of this offering, she will be
involved with shareholder relations. Prior to joining the Company, Ms. Shannon
was employed since 1989 as a Marketing Specialist by Wood Logan Associates
located in Old Greenwich, Connecticut. Ms. Shannon successfully completed the
Series 63 - Uniform State Securities Law and Series 6 - Annuity and Mutual
Funds, Life and Variable Insurance Examinations. Ms. Shannon holds a B.A. degree
in French from Trinity College in Hartford, Connecticut.
BRADY BEVIS was elected a director in May, 1995. Ms. Bevis, a public
interest lawyer and businesswoman, is currently the Program Coordinator for the
Bay Area Multimedia Partnership. Ms. Bevis was formerly on the Board of
Supervisors for the County of Marin during which she ended the 17-year
polarization over the conversion of Hamilton Air Force Base and started a
collaborative process for planning its future. Prior to elected office, Ms.
Bevis was Chair of the Marin SANE/Freeze, active in the nationwide Lawyers
Alliance on Nuclear Policy, and the Marin County Peace Conversion Commission.
Ms. Bevis was a founding member of Marin Action, Exodux establishing residential
treatment facilities for autistic children, and the Marin County Commission on
Homelessness. In addition, Ms. Bevis has served on the Boards of Directors for
numerous organizations including The California Council on Partnerships, Marin
Conversation League, and the California Elected Women's Association for
Education and Research.
PATRICK DETEMPLE has been a director of the Company since September,
1996. Mr. DeTemple is an attorney with a history of commitment to social issues.
Mr. DeTemple has extensive experience in community, labor and political
organizing, negotiations, and campaigns. In these capacities he has worked with
labor organizations (United Farm Workers, Service Employees) community groups
and political organizations (California Democratic Party and various
candidates). In 1989 and 1990 Mr. DeTemple served as the National Field Director
for EarthDay 1990. Mr. DeTemple has served as an attorney for the City of
Cambridge, practiced immigration law, served as a senator's chief of staff in
the Massachusetts State House and traveled, worked, wrote and spoke extensively
in regard to events in Central America and the Philippines during the 1980's.
Mr. DeTemple has obtained degrees from Brown, Northeastern and Harvard
University and is a member of the Massachusetts and California Bars.
PAUL GEFFNER has been a director of the Company since September, 1996.
Mr. Geffner owns Escape From New York Pizza, a group of three pizza restaurants
in San Francisco. Mr. Geffner founded Captain Video, a chain of video stores in
Northern California, which he sold in 1988. Mr. Geffner has assisted in the
creation and development of many different retail ventures including a juice and
yogurt bar (Fruitopia), a women's clothing store, and an event production
company. Mr. Geffner has been a Big Brother for seventeen years and wrote and
produced commercials for Big Brothers of California, which won an Emmy award in
1990.
KARE ANDERSON has been a director of the Company since September, 1996.
Ms. Anderson is an author and speaker who translates research on gut instinctual
reactions into techniques to inspire support for an idea or product. Ms.
Anderson is a former California state senator's chief of staff; reporter for
newspapers, including the Wall Street Journal and Le Monde; producer for "Inside
Sacramento," a syndicated radio feature; won an Emmy for
-6-
television political commentaries; co-founder of nine women's political action
committees and was Pacific Bell's first Cable TV and Wideband Division Director.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF THE
NOMINEES AS DIRECTORS OF THE CORPORATION
COMPENSATION AND OTHER INFORMATION
CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION
The following table sets forth, for the fiscal year ended December 31, 1995,
certain compensation paid by the Company, including salary, bonuses and certain
other compensation, to its Chief Executive Officer and all other executive
officers whose annual compensation for the year ended December 31, 1995 exceeded
$100,000 (the "Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
NUMBER OF
SECURITIES
ALL OTHER
NAME & PRINCIPAL POSITION SALARY BONUS OPTIONS COMPENSATION
------ ----- ---------- ------------
Andrew M. Martin............................... $84,000 -- 37,302 --
Chairman & Chief Executive Officer
</TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to the Named Executive
Officers concerning the grant of options during fiscal 1995, under the Company's
1990 Incentive Stock Option Plan.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
<S> <C> <C> <C> <C>
NUMBER OF PERCENT OF
SECURITIES TOTAL OPTIONS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES FOR PRICE EXPIRATION
NAME GRANTED 1995 YEAR $/SHARE DATE
- ---- ------- --------- ------- ----
Andrew M. Martin............................... 37,302 37.22% $5.90 (1) 1/16/2000
Chairman & Chief Executive Officer
- -----------------------
</TABLE>
(1) The exercise price on the date of grant was equal to or exceeded 110% of the
fair market value of the Common Stock of the Company on the date of grant.
-7-
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named Executive
Officers concerning the exercise of options during fiscal 1995 and unexercised
options held as of the end of fiscal 1995.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS AT FY- FY-END ($) (1)
SHARES ACQUIRED END EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE UNEXERCISABLE UNEXERCISABLE
- ---- --------------- ---------------- --------------
Andrew M. Martin............................... -- 268,874/0 $1,177,444/$0
Chairman & Chief Executive Officer
- -----------------------
(1) Calculated based on the initial public offering price of the Company's
Common Stock ($6.00), minus the exercise price of the option
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Andrew Martin, Chairman and Chief Executive Officer and a director of
the Company, is also the majority shareholder and holds similar offices with
Simple Packaging Solutions, Inc. ("Simpak") and Good Idea Foods Company, Inc.
("Good Idea"). Ann Withey, inspirational president and director of the Company,
is also a director of Good Idea. Deborah Churchill, president and director of
the Company, is also a director of Simpak and Good Idea. Ms. Withey and Ms.
Churchill each own less than 5% of the outstanding shares of Simpak. Ms. Withey
is a 25% shareholder of Good Idea. Paul Nardone, Executive Vice President of
Sales of Annie's Homegrown, Inc., is president of Good Idea and devotes
approximately 3% of his time to the Good Idea business.
Simpak has borrowed from the Company, for which it has been charged
interest at the rate of 11%. At December 31, 1995, there was no outstanding
balance. All future material affiliated transactions and loans will be made or
entered into on terms that are no less favorable to Annie's than those that can
be obtained from unaffiliated third parties; and all future material affiliated
transactions and loans, and any forgiveness of loans, must be approved by a
majority of the independent outside members of the Company's Board of Directors
who so not have an interest in the transactions.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Not applicable.
-8-
PROPOSAL TO APPROVE THE 1996 STOCK PLAN
The 1996 Stock Plan ("1996 Plan") was adopted by the Board of Directors
on September 24, 1996, subject to shareholder approval at the Special Meeting,
and provides for the issuance of 200,000 shares of Common Stock upon the
exercise of options or in connection with awards or direct purchases of Common
Stock. The 1996 Plan is intended to succeed the Corporation's 1990 Stock Plan
which has no shares remaining available for option grants. The Board of
Directors believes that the Corporation's ability to continue to attract and
retain qualified employment candidates is in large part dependent upon the
Corporation's ability to provide such employment candidates long-term,
equity-based incentives in the form of stock options, awards and direct
purchases as part of their compensation. Also, the Board of Directors believes
that the ability to grant options, awards and direct purchases under the 1996
Plan will allow the Corporation greater flexibility to motivate its employees,
consultants, officers and directors.
Approval of the Corporation's 1996 Plan will require the affirmative
vote of a majority of the votes cast by the holders of Common Stock, represented
in person or by proxy at the Special Meeting.
DESCRIPTION OF THE 1996 PLAN
The purpose of the 1996 Plan is to provide incentives to officers,
directors, employees and consultants of the Corporation and any subsidiaries of
the Corporation (collectively, "Related Corporations"). Under the 1996 Plan,
officers and employees of the Corporation and any Related Corporations may be
granted "incentive stock options" ("ISO" or "ISOs") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
directors, officers, employees and consultants of the Corporation and any
Related Corporations may be granted options which do not qualify as ISOs
("Non-Qualified Option" or "Non-Qualified Options") and, in addition, such
persons may be granted awards of stock in the Corporation ("Awards") and
opportunities to make direct purchases of stock in the Corporation
("Purchases"). Both ISOs and Non-Qualified Options are referred to hereafter
individually as an "Option" and collectively as "Options." Options, Awards and
Purchases are referred to hereafter collectively as "Stock Rights."
Approximately 14 employees, consultants, directors and officers will be eligible
to participate in the 1996 Plan.
Anything in the 1996 Plan to the contrary notwithstanding, the
effectiveness of the 1996 Plan and of the grant of all options thereunder is in
all respects subject to the approval of the 1996 Plan by the affirmative vote of
a majority of the votes cast on the matter at the Special Meeting by the holders
of Common Stock. In the event that such shareholder approval is not received at
the 1996 Special Meeting, then the 1996 Plan and any options granted thereunder
shall be void.
Administration. The 1996 Plan will be administered by the Board of
Directors. Subject to the terms of the 1996 Plan, the Board of Directors has the
authority to determine the persons to whom Stock Rights shall be granted
(subject to certain eligibility requirements for grants of ISOs), the number of
shares covered by each such grant, the exercise or purchase price per share, the
time or times at which Stock Rights shall be granted, and other terms and
provisions governing the Stock Rights, as well as the restrictions, if any,
applicable to shares of Common Stock issuable upon exercise of Stock Rights. The
Board of Directors also has the authority to determine the duration, vesting and
rate of each Option and whether restrictions such as repurchase rights of the
Corporation are to be imposed on shares of stock subject to Stock Rights. The
Board of Directors has the authority to interpret the 1996 Plan and to prescribe
and rescind regulations pertaining to it.
Eligible Employees and Others. Subject to the limitations discussed
below, ISOs under the 1996 Plan may be granted to any employee of the
Corporation or any Related Corporation. Only those officers and directors of the
Corporation who are employees of the Corporation or any Related Corporation may
be granted ISOs under the 1996 Plan. To the extent that the aggregate fair
market value (determined on the date of grant of an ISO) of Common Stock for
which ISOs granted to any employee are exercisable for the first time by such
employee during any calendar year (under all stock option plans of the
Corporation and any Related Corporation) exceeds $100,000, the Corporation
intends to designate such excess options as Non-Qualified Options. In addition,
under the terms of the 1996 Plan, no employee may be granted Options to acquire
more than 140,000 shares of Common Stock.
-9-
Otherwise, there is no restriction as to the maximum or minimum amount of
Options an employee may receive. Non-Qualified Options, Awards and Purchases may
be granted to any director, officer, employee or consultant of the Corporation
or any Related Corporation.
Shares Subject to the 1996 Plan. The 1996 Plan authorizes the grant of
Stock Rights to acquire 200,000 shares of Common Stock. The number of shares of
Common Stock issuable under the 1996 Plan or subject to outstanding Stock Rights
is subject to adjustment as described hereinafter under "Changes in Stock;
Recapitalization and Reorganization." Pursuant to the terms of the 1996 Plan,
shares subject to Stock Rights which for any reason expire or are terminated
unexercised as to such shares may again be the subject of a grant under the 1996
Plan.
Granting of Options. Stock Rights may be granted under the 1996 Plan at
any time on or after September 24, 1996 and prior to September 23, 2006. The
Board of Directors may, with the consent of the optionee, convert an ISO granted
under the 1996 Plan to a Non-Qualified Option.
Non-Qualified Option Price. The exercise price per share of
Non-Qualified Options granted under the 1996 Plan generally cannot be less than
the minimum legal consideration required therefor under the laws of any
jurisdiction in which the Corporation or its successors in interest may be
organized.
ISO Price. The exercise price per share of ISOs granted under the 1996
Plan cannot be less than the fair market value of the Common Stock on the date
of grant, or, in the case of ISOs granted to employees holding more than 10% of
the total combined voting power of all classes of stock of the Corporation or
any Related Corporation, 110% of the fair market value of the Common Stock on
the date of grant.
Option Duration. The 1996 Plan requires that each Option shall expire
on the date specified by the Board of Directors, but not more than ten years
from its date of grant in the case of Options generally. However, in the case of
any ISO granted to an employee owning more than 10% of the total combined voting
power of all classes of stock of the Corporation or any Related Corporation,
such ISO shall expire on the date specified by the Board of Directors, but not
more than five years from its date of grant.
Exercise of Options and Payment for Stock. Each Option granted under
the 1996 Plan shall be exercisable as follows:
A. The Option will either be fully exercisable at the time
of grant or shall become exercisable in such installments as the Board of
Directors may specify.
B. Once an installment becomes exercisable, it remains
exercisable until expiration or termination of the Option, unless otherwise
specified by the Board of Directors.
C. Each Option may be exercised from time to time, in
whole or in part, up to the total number of shares with respect to which it is
then exercisable.
D. The Board of Directors shall have the right to
accelerate the date that any installment of any Option becomes exercisable.
However, the Board of Directors may not, without an employee's consent,
accelerate the permitted exercise date of any ISO granted to the employee if the
acceleration would violate Section 422(d) of the Code.
Effect of Termination of Employment, Death or Retirement. If the holder
of an ISO ceases to be employed by the Corporation or any Related Corporation
other than by reason of death or disability, no further installments of his or
her ISOs will become exercisable, and the ISO will terminate on the earliest of
3 months from the date of termination of employment or their specified
expiration dates, except to the extent that such ISO shall have been converted
into a Non-Qualified Option.
-10-
If an optionee dies, any ISO held by the optionee may be exercised, to
the extent otherwise exercisable on the date of death, by the optionee's estate,
personal representative or beneficiary who acquires the ISO by will or by the
laws of descent and distribution, at any time within 180 days from the date of
the optionee's death (but not later than the specified expiration date of the
ISO). If an ISO optionee ceases to be employed by the Corporation or any Related
Corporation by reason of his or her permanent and total disability, the optionee
may exercise any ISO held by him or her on the date of termination of
employment, to the extent otherwise exercisable on that date, at any time within
180 days from the date of termination of employment (but not later than the
specified expiration date of the ISO).
Non-Qualified Options, Awards and Purchases are subject to such
termination and cancellation provisions as may be determined by the Board of
Directors.
Non-Assignability of Stock Rights. No ISO shall be assignable or
transferable by the optionee except by will or by the laws of descent and
distribution, and during the lifetime of the optionee shall be exercisable only
by such optionee. Stock Rights other than ISOs shall be transferable to the
extent set forth in the agreement relating to such Stock Right.
Changes in Stock; Recapitalization and Reorganization. In the event the
shares of Common Stock of the Corporation are subdivided or combined into a
greater or smaller number of shares or if the Corporation issues any shares of
Common Stock as a stock dividend on its outstanding Common Stock, the number of
shares of Common Stock of the Corporation deliverable upon the exercise of
Options shall be appropriately increased or decreased proportionately, and
appropriate adjustments shall be made in the purchase price per share to reflect
such event.
Upon a consolidation, merger, or sale of all or substantially all of
the Corporation's assets (an "Acquisition"), the Board of Directors or the board
of directors of any entity assuming the obligations of the Corporation under the
1996 Plan ("Successor Board"), shall, as to outstanding Options, take one or
more of the following actions: continue such Options by substituting on an
equitable basis for the shares then subject to such Options either the
consideration payable with respect to the outstanding shares of Common Stock in
connection with the Acquisition; or shares of stock of the surviving
corporation; or any equity securities of the successor corporation or other
securities as the Successor Board deems appropriate (the fair market value of
which may not exceed the fair market value of shares of Common Stock subject to
such Options immediately preceding the transaction). Alternatively, upon written
notice to the optionees, the Board of Directors or the Successor Board may
provide that all Options must be exercised, to the extent then exercisable,
within a specified number of days; or terminate all Options in exchange for a
cash payment equal to the excess of the fair market value of the shares subject
to such Options (to the extent then exercisable) over the exercise price
thereof.
In the event of a recapitalization or reorganization of the Corporation
pursuant to which securities of the Corporation or of another corporation are
issued with respect to the outstanding shares of Common Stock, upon exercising
an Option, the holder thereof is entitled to receive for the purchase price paid
upon such exercise the securities he would have received if he had exercised his
Option prior to such recapitalization or reorganization.
Upon the happening of any of the foregoing events, the class and
aggregate number of shares that are subject to Stock Rights which previously
have been or subsequently may be granted under the 1996 Plan will also be
appropriately adjusted to reflect the events described above. Notwithstanding
the foregoing, with respect to ISOs, the foregoing adjustments may be made only
after the Board of Directors, in consultation with legal counsel, determines
that such adjustments would not constitute a modification of such ISOs or would
not cause adverse tax consequences to the holders of the ISOs.
In the event of the proposed dissolution or liquidation of the
Corporation, each Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other conditions
as may be determined by the Board of Directors.
Amendment, Suspension and Termination of the 1996 Plan. The Board of
Directors may terminate or amend the 1996 Plan in any respect at any time,
except that, without the approval of the Corporation's shareholders
-11-
within twelve months before or after the Board of Directors adopts a resolution
authorizing any of the following actions, (a) the total number of shares that
may be issued under the 1996 Plan may not be increased except as previously
described under "Changes in Stock; Recapitalization and Reorganization"; (b) the
requirements as to eligibility for participation in the Plan may not be
materially modified; (c) the provisions regarding eligibility for grants of ISOs
may not be modified; (d) the provisions regarding the exercise price at which
shares may be offered pursuant to ISOs may not be modified (except by adjustment
referred to above); and (e) the expiration date of the 1996 Plan may not be
extended. No action of the Board of Directors or shareholders, however, may,
without the consent of an optionee, alter or impair his rights under any Stock
Right previously granted to him.
Miscellaneous. The proceeds received by the Corporation from the sale
of shares pursuant to the 1996 Plan will be used for general corporate purposes.
The Corporation's obligations to deliver shares is subject to the approval of
any governmental authority required in connection with the sale or issuance of
such shares. The exercise of Non-Qualified Options, Awards or Purchases for less
than fair market value may require the holder to recognize ordinary income and
pay additional withholding taxes in respect of such income, and the Board of
Directors may condition the grant or exercise of an Option, Award or Purchase on
the payment to the Corporation of such taxes. Unless terminated earlier by the
Board of Directors, the 1996 Plan will expire at the end of the day on September
23, 2006.
Terms and Conditions of Options. Options will be evidenced by
instruments (which need not be identical) in such forms as the Board of
Directors may from time to time approve. Such instruments will conform to such
terms and conditions as are applicable under the 1996 Plan and may contain such
other provisions as the Board of Directors deems advisable which are not
inconsistent with the 1996 Plan, including restrictions applicable to shares of
Common Stock issuable upon exercise of Options.
Exercise of Options. Options may be exercised by giving written notice
to the Corporation at its principal office address. Such notice must identify
the Option being exercised and specify the number of shares as to which such
Option is being exercised, accompanied by full payment of the purchase price
therefor either (a) in United States dollars in cash or by check, or (b) at the
discretion of the Board of Directors, through delivery of shares of Common Stock
having a fair market value equal as of the date of the exercise to the cash
exercise price of the Option, or (c) at the discretion of the Board of
Directors, by delivery of the grantee's personal recourse note bearing interest
payable not less than annually at no less than 100% of the lowest applicable
Federal rate, as defined in Section 1274(d) of the Code, or (d) at the
discretion of the Board of Directors and consistent with applicable law, through
the delivery of an assignment to the Corporation of a sufficient amount of the
proceeds from the sale of the Common Stock acquired upon the exercise of the
Option and authorization to the broker or selling agent to pay that amount to
the Corporation, which sale must be at the grantee's direction at the time of
exercise; or (e) at the discretion of the Board of Directors, by any combination
of (a), (b), (c) and (d) above. The holder of an Option will not have the rights
of a shareholder with respect to the shares covered by his Option until the date
of issuance of a stock certificate to him for such shares. Except as expressly
provided in the 1996 Plan with respect to changes in capitalization and stock
dividends, no adjustment will be made for dividends or similar rights for which
the record date is before the date such stock certificate is issued.
Federal Income Tax Consequences
THE FOLLOWING DISCUSSION OF UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE
ISSUANCE AND EXERCISE OF OPTIONS GRANTED UNDER THE 1996 PLAN, AND OF CERTAIN
OTHER RIGHTS GRANTED UNDER THE 1996 PLAN, IS BASED UPON THE PROVISIONS OF THE
CODE AS IN EFFECT ON THE DATE OF THIS PROXY STATEMENT, CURRENT REGULATIONS, AND
EXISTING ADMINISTRATIVE RULINGS OF THE INTERNAL REVENUE SERVICE. IT IS NOT
INTENDED TO BE A COMPLETE DISCUSSION OF ALL OF THE FEDERAL INCOME TAX
CONSEQUENCES OF THE 1996 PLAN OR OF THE REQUIREMENTS THAT MUST BE MET IN ORDER
TO QUALIFY FOR THE DESCRIBED TAX TREATMENT.
A. Incentive Stock Options. The following general rules are applicable for
federal income tax purposes under existing law to ISOs granted under the 1996
Plan:
-12-
1. Generally, an optionee will not recognize any income upon the grant
of an ISO or upon the issuance of shares to him or her upon exercise of an ISO,
and the Corporation will not be entitled to a federal income tax deduction upon
either the grant or exercise of an ISO.
2. If shares acquired upon exercise of an ISO are not disposed of
within: (i) two years from the date the ISO was granted or (ii) one year from
the date the shares are transferred to the optionee pursuant to the exercise of
the ISO (the "Holding Periods"), the difference between the amount realized on
any subsequent disposition of the shares and the exercise price will generally
be treated as capital gain or loss to the optionee.
3. If shares acquired upon exercise of an ISO are disposed of and the
Holding Periods are not satisfied (a "Disqualifying Disposition"), then in most
cases the lesser of (i) any excess of the fair market value of the shares at the
time of exercise of the ISO over the exercise price or (ii) the actual gain on
disposition, will be taxed to the optionee as ordinary income in the year of
such disposition.
4. In any year that an optionee recognizes ordinary income on a
Disqualifying Disposition of shares acquired upon exercise of an ISO, the
Corporation generally will be entitled to a corresponding deduction for federal
income tax purposes.
5. The difference between the amount realized by the optionee as the
result of a Disqualifying Disposition and the sum of (i) the exercise price and
(ii) the amount of ordinary income recognized under the above rules generally
will be treated as capital gain or loss.
6. Capital gain or loss recognized by an optionee on a disposition of
shares will be long-term capital gain or loss if the optionee's holding period
for the shares exceeds one year.
7. An optionee may be entitled to exercise an ISO by delivering shares
of the Corporation's Common Stock to the Corporation in payment of the exercise
price, if the optionee's ISO agreement so provides. If an optionee exercises an
ISO in such fashion, special rules apply.
8. In addition to the tax consequences described above, the exercise of
an ISO may result in an "alternative minimum tax." The alternative minimum tax
(at a maximum rate of 28%) will be applied against a taxable base which is equal
to "alternative minimum taxable income," reduced by a statutory exemption. In
general, the amount by which the value of the shares received upon exercise of
the ISO exceeds the exercise price is included in the optionee's alternative
minimum taxable income. A taxpayer is required to pay the higher of his regular
tax liability or the alternative minimum tax. A taxpayer who pays alternative
minimum tax attributable to the exercise of an ISO may be entitled to a tax
credit against his or her regular tax liability in later years.
9. Special rules apply if the shares acquired upon the exercise of an
ISO are subject to vesting, or are subject to certain restrictions on resale
under federal securities laws applicable to directors, officers or 10%
stockholders.
B. Non-Qualified Options. The following general rules are applicable under
current federal income tax law to Non-Qualified Options granted under the 1996
Plan:
1. In general, an optionee will not recognize any income upon the grant
of a Non-Qualified Option, and the Corporation will not be entitled to a federal
income tax deduction upon such grant.
2. An optionee generally will recognize ordinary income at the time of
exercise of a Non-Qualified Option in an amount equal to the excess, if any, of
the fair market value of the shares on the date of exercise over the exercise
price.
3. When an optionee sells the shares acquired upon the exercise of a
Non-Qualified Option, he or she generally will recognize capital gain or loss in
an amount equal to the difference between the amount realized upon
-13-
the sale of the shares and his or her tax basis in the shares (generally, the
exercise price plus the amount taxed to the optionee as ordinary income). If the
optionee's holding period for the shares exceeds one year, such gain or loss
will be long-term capital gain or loss.
4. When an optionee recognizes ordinary income attributable to a
Non-Qualified Option, the Corporation generally will be entitled to a
corresponding federal income tax deduction.
5. An optionee may be entitled to exercise a Non-Qualified Option by
delivering shares of the Corporation's Common Stock to the Corporation in
payment of the exercise price. If an optionee exercises a Non-Qualified Option
in such fashion, special rules will apply.
6. Special rules apply if the shares acquired upon the exercise of a
Non-Qualified Option are subject to vesting, or are subject to certain
restrictions on resale under federal securities laws applicable to directors,
officers or 10% stockholders.
C. Awards and Purchases. The following general rules are applicable under
current federal income tax law to the grant of Awards or Purchases under the
1996 Plan:
Under current federal income tax law, persons receiving shares pursuant
to an Award or a Purchase generally will recognize ordinary income equal to the
fair market value of the shares received, reduced by any purchase price paid.
The Company generally should be entitled to a corresponding federal income tax
deduction. When such shares are sold, the seller generally will recognize
capital gain or loss. Special rules apply if the shares acquired are subject to
vesting, or are subject to certain restrictions on resale under federal
securities laws applicable to directors, officers or 10% stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL
OF THE CORPORATION'S 1996 PLAN.
PROPOSAL TO RATIFY SELECTION OF AUDITORS
The Board of Directors, upon the recommendation of the Audit Committee,
has selected the firm of KPMG Peat Marwick LLP, independent certified public
accountants, to serve as auditors for the fiscal year ending December 31, 1996.
KPMG Peat Marwick LLP has served as the Corporation's auditors for the past
three (3) fiscal years.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF KPMG
PEAT MARWICK LLP AS AUDITORS
VOTING PROCEDURES
The presence, in person or by proxy, of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is necessary
to establish a quorum for the transaction of business. Shares represented by
proxies pursuant to which votes have been withheld from any nominee for
director, or which contain one or more abstentions or broker "non-votes," are
counted as present for purposes of determining the presence or absence of a
quorum for the meeting. A "non-vote" occurs when a broker or other nominee
holding shares for a beneficial owner votes on one proposal, but does not vote
on another proposal because the broker does not have discretionary voting power
and has not received instructions from the beneficial owner.
-14-
Directors are elected by a plurality of the votes cast, in person or by
proxy, at the meeting. The seven nominees receiving the highest number of
affirmative votes of the share present or represented and voting on the election
of directors at the meeting will be elected as directors. Only shares that are
voted in favor of a particular nominee will be counted toward such nominee's
achievement of a plurality. Shares present at the meeting that are not voted for
a particular nominee or shares present by proxy where the stockholder properly
withheld authority to vote for such nominee will not be counted toward such
nominee's achievement of a plurality.
For all other matters being submitted to stockholders at this meeting,
the affirmative vote of the majority of shares present, in person or represented
by proxy, and voting on that matter is required for approval. Shares voted to
abstain, since they are not affirmative votes for the matter, will have the same
effect as votes against the matter. Shares subject to broker "non-votes" are not
considered to have been voted for the particular matter and have the practical
effect of reducing the number of affirmative votes required to achieve a
majority for such matter by reducing the total number of shares from which the
majority is calculated.
SHAREHOLDER PROPOSALS
It is contemplated that the next Annual Meeting of Shareholders will be
held on or about June 1, 1997. Proposals of shareholders intended for inclusion
in the proxy statement to be furnished to all shareholders entitled to vote at
the next Annual Meeting of Shareholders of the Corporation must be received at
the Corporation's principal executive offices not later than December 31, 1996.
In order to curtail controversy as to the date on which a proposal was received
by the Corporation, it is suggested that proponents submit their proposals by
Certified Mail, Return Receipt Requested.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Corporation,
and in addition to soliciting shareholders by mail through its regular
employees, the Corporation may request banks, brokers and other custodians,
nominees and fiduciaries to solicit their customers who have stock of the
Corporation registered in the names of a nominee and, if so, will reimburse such
banks, brokers and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket costs. Solicitation by officers and employees of the
Corporation may also be made of some shareholders in person or by mail,
telephone or telegraph following the original solicitation.
-15-
TO ANNIE'S SHAREHOLDERS:
ANNIE'S HOMEGROWN, INC. IS YOUR COMPANY!
AS ANNIE'S SHAREHOLDERS, YOU HAVE AN OPPORTUNITY TO VOTE ON ISSUES WHICH EFFECT
YOUR COMPANY. PLEASE SEND US BACK YOUR PROXY CARD BELOW IN THE ADDRESSED STAMPED
ENVELOPE AS SOON AS POSSIBLE WITH YOUR VOTE. THANK YOU FOR SHARING IN THE FUTURE
OF ANNIE'S.
DETACH HERE
P ANNIE'S HOMEGROWN, INC.
R 180 Second Street, Suite 202
O Chelsea Massachusetts 02150
X
Y PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
IN LIEU OF ANNUAL MEETING
October 28, 1996
The undersigned hereby appoints Deborah Churchill and Neil Raiff, and each
of them singly, proxies for the undersigned, with full power of attorney and
power of substitution, to vote all shares of capital stock of any class which
the undersigned is entitled to vote at the Special Meeting in lieu of Annual
Meeting of Shareholders (the "Meeting") of Annie's Homegrown, Inc. (the
"Company") to be held on Monday, October 28, 1996, at 10:00 a.m. in the
Discussion Room, Delancey Street, 600 Embarcadero, San Francisco, California,
and at any adjournment thereof, upon the matters set forth in the Notice of
Special Meeting in lieu of Annual Meeting of Shareholders and accompanying Proxy
statement, each dated September 30, 1996, receipt of which is hereby
acknowledged.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
DETACH HERE
Please mark votes as in this example.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL
BE VOTED AS SPECIFIED OR, WHERE NO DIRECTION IS GIVEN WILL BE VOTED FOR THE
ELECTION OF ALL NOMINEE DIRECTORS AND FOR THE PROPOSALS IN ITEMS 2 AND 3. A VOTE
TO TRANSACT SUCH OTHER BUSINESS AS MAY BE PROPERLY TAKEN UNDER ITEM 4 WILL BE
VOTED IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS HEREINBEFORE NAMED AS
ATTORNEYS.
1. To elect a Board of Directors for the ensuing year.
NOMINEES: Ann E. Withey, Andrew Martin, Deborah
Churchill, Brady Bevis, Patrick DeTemple, Paul Geffner and
Kare Anderson
FOR WITHHELD
[ ] [ ]
MARK HERE
FOR ADDRESS
[ ]_________________________________ CHANGE AND [ ]
For all nominees except as noted above NOTE BELOW
FOR AGAINST ABSTAIN
2. To approve and ratify the
Company's 1996 Stock Plan. [ ] [ ] [ ]
3. To ratify the selection of the
firm of KPMG Peat Marwick
LLP as auditors of the
Company for the fiscal year
ending December 31, 1996 [ ] [ ] [ ]
4. To transact such other business as may properly come before
the meeting and any adjournment thereof.
STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS MAY VOTE IN PERSON
EVEN THOUGH THEY HAVE PREVIOUSLY MAILED THIS PROXY. PLEASE DATE, SIGN AND RETURN
THIS PROXY PROMPTLY IN THE ENCLOSED PRE-PAID, PRE-ADORESSED ENVELOPE.
IMPORTANT: Please date this Proxy and sign exactly as your name(s) appear(s)
hereon. If stock is held jointly, each owner should sign. If signing as
attorney,executor, administrator, trustee, guardian or other fiduciary, please
give your full title as such.
