<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 Sectio 240.14a-12
Uroplasty, Inc.
(Name of Registrant as Specified In Its Charter)
Not Applicable
(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)(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 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>
1997 ANNUAL MEETING
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413
TO THE SHAREHOLDERS OF UROPLASTY, INC.:
You are cordially invited to attend our Annual Meeting of Shareholders to
be held on August 28, 1997 at 4:00 PM (Minneapolis Time) at the
Minneapolis Hilton and Towers, 1001 Marquette Avenue, Minneapolis, Minnesota.
The formal Notice of Meeting, Proxy Statement and Proxy are attached and
the Company's Annual Report to Shareholders is enclosed. Even if you do
not plan to attend the meeting, please sign, date and return the enclosed
proxy as soon as possible in the envelope provided.
Very truly yours,
By /s/ DANIEL G. HOLMAN
Daniel G. Holman
CEO
Minneapolis, Minnesota
August 8, 1996
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO SAVE
THE COMPANY THE EXPENSE OF ADDITIONAL SOLICITATION AND TO ASSURE
THAT A QUORUM WILL BE REPRESENTED AT THE MEETING.
<PAGE>
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413-2820
_________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held August 28, 1997
_________________________________
To Our Shareholders:
Notice is hereby given the Uroplasty, Inc. Annual Meeting of Shareholders
will be held on Thursday, August 28, 1997 at 4:00 PM (Minneapolis Time)
at the Minneapolis Hilton and Towers, 1001 Marquette Avenue, Minneapolis,
Minnesota for the following purposes:
1. To fix the number of members of the Board of Directors for the ensuing
year at four.
2. To elect four individuals to three separate classes of directors, one
class consisting of one individual who will serve until the year 2000, one
class consisting of two individuals who will serve until 1999, and one
class consisting of one individual who will serve until 1998. In each case
the nominees will serve until the Annual Meeting of Shareholders in the year
specified or thereafter until their successor has been elected and
qualified.
3. To approve the adoption of the Uroplasty, Inc. 1997 Stock Option Plan.
4. To consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.
The close of business on July 15, 1997 has been fixed as the record date
for the determination of shareholders who are entitled to vote at the
meeting or any adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ SUSAN HARTJES DOHERTY
Susan Hartjes Doherty
Secretary
Minneapolis, Minnesota
August 8, 1997
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IF YOU DO NOT PLAN
TO ATTEND THE MEETING, PLEASE BE SURE YOU ARE REPRESENTED AT THE MEETING BY
MARKING, SIGNING, DATING AND MAILING YOUR PROXY IN THE REPLY ENVELOPE.
<PAGE>
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413-2820
_______________________________
PROXY STATEMENT
_______________________________
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 28, 1997
_______________________________
INTRODUCTION
The Annual Meeting of Shareholders (the "Annual Meeting") of Uroplasty, Inc.
(the "Company") will be held on August 28, 1997, at 4:00 PM (Minneapolis
Time) at the Minneapolis Hilton and Towers, 1001 Marquette Avenue,
Minneapolis, Minnesota, or at any adjournment or adjournments thereof, for
the purposes set forth in the Notice of Annual Meeting of Shareholders.
A proxy card is enclosed for your use. You are solicited on behalf of the
Board of Directors to SIGN AND RETURN THE PROXY CARD IN THE ACCOMPANYING
ENVELOPE. The cost of soliciting proxies, including the preparation,
assembly and mailing of the proxies and soliciting material, as well as the
cost of forwarding such material to the beneficial owners of the Company's
Common Stock, will be borne by the Company. Directors, officers and regular
employees of the Company may, without compensation other than their regular
compensation, solicit proxies in person, in writing or by any form of
telecommunication. The Company may reimburse brokerage firms and others for
expenses in forwarding proxy materials to the beneficial owners of Common
Stock.
Any shareholder giving a proxy may revoke it at any time prior to its use
at the Annual Meeting either by giving written notice of such revocation to
the Secretary of the Company, by filing a duly executed proxy bearing a
later date with the Secretary of the Company or by appearing at the Annual
Meeting and filing written notice of revocation with the Secretary of the
Company prior to use of the proxy. Proxies will be voted as specified by
shareholders.
THE BOARD OF DIRECTORS RECOMMENDS THE SHAREHOLDERS VOTE FOR THE PROPOSALS
SET FORTH IN THE NOTICE OF MEETING.
The Company expects this proxy material will first be mailed to shareholders
on or before August 8, 1997.
VOTING OF SHARES
Only holders of Common Stock of record at the close of business on July 15,
1997 will be entitled to vote at the Annual Meeting. On July 15, 1997 the
Company had 4,145,525 shares of Common Stock outstanding, each such share
entitling the holder thereof to one vote on each matter to be voted on at
the Annual Meeting. The presence at the Annual Meeting, in person or by
proxy, of the holders of fifty percent (50%) of the outstanding shares of
Common Stock entitled to vote at the meeting (2,072,763 shares) is required
for a quorum for the transaction of business. In general, shares of Common
Stock represented by a properly signed and returned proxy card will be
counted as shares present and entitled to vote at the Annual Meeting for
purposes of determining a quorum, without regard to whether the card
reflects abstentions (or is left blank) or reflects a "broker non-vote" on
a matter (that is, a card returned by a broker on behalf of its beneficial
owner/customer that is not voted on a particular matter because voting
instructions have not been received and the broker has no discretionary
authority to vote).
The election of a nominee for director and any other proposals which may
come before the Annual Meeting described in this Proxy Statement require
the approval of a majority of the shares present and entitled to vote in
person or by proxy on that matter.
PROPOSAL 1
FIX NUMBER OF DIRECTORS AT FOUR
The Bylaws of the Company provide that the Board of Directors shall consist
of one or more members, as determined by the shareholders at a regular
meeting. The Board of Directors recommends the shareholders fix the number
of directors to comprise the Board of Directors for the ensuing year at four.
PROPOSAL 2
ELECTION OF DIRECTORS
Nomination
As permitted by Minnesota law, the Company's Articles of Incorporation
require that the Board of Directors of the Company be divided into three
classes, with each class containing as nearly as possible one-third of the
total, and each class having a term of three years. The term of office of
each class is staggered so that in any one year the term of only one class
expires.
Since its incorporation in 1992, the Company has never held an annual meeting
of shareholders. Consequently, directors have not previously been assigned
to distinct classes having separate terms. The Company proposes to assign
its directors to such distinct classes at this meeting.
The Board of Directors (the "Board") has nominated the four individuals
named below to serve as directors of the Company for terms of varying
lengths, from one to three years, until the annual meeting of the
shareholders in the year in which their term expires or until their
respective successors have been elected and qualified. Three of the
nominees are members of the current Board.
The Board recommends a vote FOR the election of each of the nominees listed
below. In the absence of other instructions, the proxies will be voted FOR
the election of the nominees named below. If prior to the meeting the
Board should learn that any nominee will be unable to serve by reason of
death, incapacity or other unexpected occurrence, the proxies which
otherwise would have been voted for such nominee will be voted for such
substitute nominee as selected by the Board. Alternatively, the proxies,
at the Board's discretion, may be voted for such fewer number of nominees
as results from such death, incapacity or other unexpected occurrence.
The Board has no reason to believe that any of the nominees will be unable
to serve.
Information About Nominees
The following information has been furnished to the Company as of July 31,
1997 by the persons who have been nominated by the Board to serve as
directors for the term stated.
Name of Nominee Age Principal Occupation
Nominees to Serve in Office until 2000
Daniel G. Holman 51 Chairman of the Board and CEO
Nominees to Serve in Office until 1999
Joel R. Pitlor (1) 58 Business Consultant
R. Patrick Maxwell (1) 52 Attorney at Law
Nominees to Serve in Office until 1998
Carolyn A. Bruhjell 44 Controller, Integrated Network Technologies
(1) Member of the Compensation Committee.
Daniel A. Holman and Joel R. Pitlor have served as directors of Uroplasty,
Inc. since February 1994, and R. Patrick Maxwell has served as a director
since April 1994. Carolyn Bruhjell is not currently a director of the
Company.
The business experience of each nominee for director follows:
Daniel G. Holman has served as Chairman of the Board, President and Chief
Executive Officer of Uroplasty since February 1994. Mr. Holman served
Bioplasty as its Executive Vice President from 1973 to 1985, its President
from 1985 to 1987, its Secretary from 1986 to March 1992, its Chairman of
the Board since March 1992 and President and CEO since February 22, 1993.
Mr. Holman served as Chairman of the Board and Chief Executive Officer of
Bio-Vascular, Inc. from June 1988 to September 1991, served as director of
Genetic Laboratories Wound Care, Inc. from January 1988 until April 1993,
and as Vice President from January 1988 through January 19, 1993.
Mr. Holman holds a BA degree from the University of Minnesota.
Joel R. Pitlor has been a director since February 1994. Mr. Pitlor served
as a director of Bioplasty from January 1989 until May 1996. For over
sixteen years, he has been the owner and manager of a management consulting
firm. He previously served as Director of HTC, Inc. and Julius Koch USA,
Inc., both privately held firms, and Mountain High, Inc., United Medical,
Inc. and Bio-Vascular, Inc., which are publicly held. Mr. Pitlor is
presently a Director of Precision Optics Corporation, a publicly-held
corporation. Mr. Pitlor holds a Bachelor of Science degree from MIT and
serves as Personal Advisor to several CEOs.
R. Patrick Maxwell was appointed a Director of Uroplasty in April 1994.
Mr. Maxwell has been an attorney since 1969. Mr. Maxwell also holds
ownership and board positions in various other private company ventures.
Carolyn A. Bruhjell is Controller of Integrated Network Technologies, Inc.
(INTxx), a computer integration and networking company baesd in Burnsville,
Minnesota. From 1994 to 1996, Ms. Bruhjell was a Senior Audit Manager for
Graves, McKenna, Lundeen and Almquist, PLLP, as well as Treasurer for Minn
Shares Inc., a closed-end management investment company. From 1979 to 1994,
she was Co-Owner and Accountant for First Commercial Leasing, Inc., an
equipment leasing firm. Ms. Bruhjell received her B.S. in Accounting from
the University of Wisconsin. She is a Certified Public Accountant and a
Certified Management Accountant.
Information About the Board and its Committees
The business and affairs of the Company are managed by the Board, which met
four times during the fiscal year ended March 31, 1997. The only committee
established by the Board of Directors to date is a compensation Committee.
At this time, the Board does not have an Audit Committee or Nominating
Committee.
The members of the Compensation Committee during fiscal 1997 were Messrs.
Pitlor and Maxwell. The function of the Compensation Committee is
to set the compensation for those officers who are also directors, and set
the terms of, and grants of awards under, the Company's 1995 Stock Option
Plan (the "1995 Plan") and the 1997 Stock Option Plan (the "1997 Plan")
and to act on other matters relating to compensation as it deems appropriate.
The Compensation Committee met two times during fiscal 1997.
All of the Directors attended 100% of the aggregate meetings of the
Board and all committees on which they served during fiscal 1997.
Director Compensation
Mr. Pitlor receives $2,000 per month as a consulting fee from the Company
under a month-to-month agreement. Additionally, non-employee board members
who do not receive any other form of compensation from the Company receive
$500 per board meeting attended.
Each of the non-employee directors of the Company holds options
to purchase 15,000 shares of Common Stock at a price of $0.50 per share as
of March 31, 1997. All of these options are fully vested. See "Executive
Compensation and Other Benefits-Option Grants and Exercises."
PRINCIPAL SHAREHOLDERS AND BENEFICIAL
OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of July 15, 1997 unless
otherwise noted (a) by each shareholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock, (b) by each
director and executive officer named in the Summary Compensation Table and
(c) by all executive officers and directors of the Company as a group.
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned (1) Percent of Class (2)
Bruce P. Mindich 1,100,000 26.5%
555 White Plains Road
Tarrytown, NY 10591
Daniel G. Holman 267,981 6.4% (3)
2718 Summer Street NE
Minneapolis, MN 55413
Arthur A. Beisang and
Shirley F. Beisang 227,988 5.5%
5009 Lake Avenue, Unit 304
White Bear Lake, MN 55110
Directors and Executive
Officers 555,641 13.0% (4)
as a Group (6 Persons)
_________________________________
(1) Except as otherwise indicated in the footnotes to this table, the
persons named in the table have sole voting and investment power with
respect to all shares of Common Stock. Shares of Common Stock subject to
options or warrants currently exercisable or exercisable within 60 days are
considered outstanding for the purpose of computing the percentage of the
person holding any such options or warrants, but are not considered
outstanding for the purpose of computing the percentage of any other person.
(2) Based on 4,145,525 shares of Common Stock outstanding as of July 15,
1997.
(3) Includes 45,000 shares available for purchase pursuant to options.
(4) Includes 132,000 shares available for purchase pursuant to options.
(5) On July 11, 1997, Uroplasty's second largest shareholder, the
Bioplasty Product Claimants' Trust, which prior to such date owned 640,000
shares (17.5%) of Uroplasty's outstanding shares of Common Stock, sold such
shares to a group of investors. The investors consisted of 34 individuals,
retirement accounts and corporations located primarily in the
Minneapolis/St. Paul, Minnesota area. See "Certain Transactions-Other
Transactions"
EXECUTIVE COMPENSATION AND OTHER BENEFITS
Summary of Cash and Certain Other Compensation
The following table sets forth the cash and non-cash compensation for each
of the last two fiscal years awarded to or earned by the Chief Executive
Officer of the Company and the three other most highly compensated executive
officers of the Company whose salary and bonus exceeded $100,000 in the last
fiscal year (the "Named Executive Officers"). Other than Mr. Holman, no
other executive officer of the Company had salary and bonus which exceeded
$100,000 in the fiscal year ended March 31, 1997.
SUMMARY COMPENSATION TABLE
Summary Compensation Table
Long Term Compensation (1)
Annual Compensation Awards
(a) (b) (c) (d) (e) (f) (g)
Other Securities
Name Annual Restricted Under-
and Compen- Stock lying
Principal sation Awards Options
Position Year Salary($) Bonus($) ($) ($) SARs(#)
Daniel G.
Holman 1997 154,162 -- 28,818 -- 0
CEO 1996 146,534 -- 18,016 -- 15,000
1995 160,961 -- 14,000 -- 15,000
All Executive Officers
For Fiscal Year 1997:
(Four Persons) 421,820
(1) There were no payouts under a "long-term incentive plan" (called
"LTIP") for the years shown, nor was any other form of compensation paid or
awarded (hence, columns (h) and (i) of the table are omitted).
_____________________________
Option Grants and Exercises
No options were granted to any of the Company's officers or directors during
the fiscal year ended March 31, 1997.
No options were exercised by any of the Company's officers or directors
during the fiscal year ended March 31, 1997. The Company does not consider
any of the outstanding options to be "in the money" as of that date.
There was no public trading market for the Company's Common Stock at March
31, 1997, the end of the Company's last fiscal year. There were 223,200
shares underlying unexercised options as of that date. Such options were
granted at prices of $0.50, $0.55 or $1.00 per share, each of which was
considered to be equal to or greater than the fair market value of the stock
at the time of grant.
PROPOSAL NO. 3
THE ADOPTION OF THE COMPANY'S
1997 STOCK OPTION PLAN
Introduction: Background and Board Recommendation
The Board of Directors of the Company has determined it is desirable to
adopt a new stock option plan. To that end, on April 28, 1997 the Board of
Directors adopted, subject to Shareholder approval, the Uroplasty, Inc. 1997
Stock Option Plan (the "1997 Plan"), which is described below.
The Board of Directors recommends the Shareholders of the Company approve
the adoption of the 1997 Plan and the reservation of 500,000 shares for
issuance pursuant thereto. The text of the 1997 Plan is included as
Appendix A to this Proxy Statement. Neither the approval nor disapproval of
the 1997 Plan by the Shareholders will affect the rights of holders of
presently outstanding options to purchase the Company's shares. The
affirmative vote of the holders of a majority of the shares of the Company's
Common Stock represented in person or by proxy at the Annual Meeting is
required to approve the adoption of the 1997 Plan.
Purpose and Effects of the Proposal: Description of the 1997 Plan
The following discussion gives a summary of the principal provisions of the
1997 plan. The summary is qualified in its entirety by reference to the
complete text of the Plan which appears as Appendix A to this Proxy
Statement.
The purpose of the 1997 Plan is to promote the Company's success by
facilitating the employment and retention of competent personnel and
furnishing an incentive to the personnel upon whose efforts the success
of the Company depends to a large degree.
The 1997 Plan provides the Board of Directors may, at its discretion, grant
to employees of the Company or its subsidiaries, and to non-employee
directors and consultants, options to purchase shares of Common Stock
(no par value per share) of the Company. The 1997 Plan provides for the
reservation of 500,000 shares of the Company's Common Stock. The Board of
Directors may grant as many options in any year of the Plan's term as there
are shares reserved. The options to be granted under the 1997 Plan are not
determinable because options will be granted at the discretion of the Board
of Directors. The 1997 Plan will, in the absence of earlier termination,
amendment, change of law or exhaustion of shares reserved, expire in 2002.
The Board of Directors may at its discretion delegate some or all of its
authority under the 1997 Plan to a Stock Option Committee consisting of not
less than three persons, who need not be directors of the Company.
Options granted pursuant to the 1997 Plan will be exercisable during a term
ending not more than five years from the date of grant. The Board may
determine at the time of grant whether the entire amount of the options can
be exercised at one time or in successive stages. The price of the shares
subject to the options can be not less than 100% of the fair market value
of the Common Stock of the Company on the date of grant. The exercise price
for shares under an incentive stock option granted to an employee who already
owns more than 10% of the Company's Common Stock must be at least 110% of
the fair market value on the date of grant. The Company receives no
consideration from the key employees to whom the options are granted except
insofar as certain provisions of the options relating to non-transfer and
exercise encourage such employees to remain in the employ of the Company.
The Board has complete discretion to select all optionees and to establish
the terms and conditions for the grant and exercise of each option granted
to each such optionee, subject in all cases to the provisions of the 1997
Plan. As of July 15, 1997, 27 employees, including executive officers and
two non-employee directors, were eligible to receive option grants under
the 1997 Plan. In determining the employees to whom options shall be
granted and the number of shares to be covered by each option, the Board
may take into account the nature of the services rendered by the respective
employees, their present and potential contributions to the success of the
Company and such other factors as the Board in its sole discretion shall
deem relevant.
The Board may adopt administrative guidelines from time to time which will
define specific eligibility criteria and the types of options to be employed.
The Board may establish minimum performance targets with respect to each
option. Performance targets may be based on financial criteria, such as
the Fair Market Value of Common Stock or other measures of financial
performance of the Company, or may be based on the performance of a division
or subsidiary of the Company or the performance of an individual participant.
Specific terms of each option, including minimum performance criteria which
must be met will be provided in individual option agreements. Option
agreements may contain change-in-control provisions.
The Board will have the right to amend, suspend or discontinue the 1997
Plan, or alter or amend any or all award agreements made pursuant to it to
the extent permitted by law. However, no amendment, suspension or
termination of the 1997 Plan shall, without the consent of the participant,
adversely alter or change any of the rights or obligations under any awards
or other rights previously granted to the participant under the Plan.
Moreover, the Board may not take any such action without approval of the
stockholders, if required by law.
On July 17, 1997 the "representative" bid and asked prices for the Company's
Common Stock as reported by the Star Tribune newspaper were $1.00 and $2.00
per share, respectively, on a "workout" basis.
Federal Income Tax Consequences of the Operation of the 1997 Plan
Options granted under the 1997 Plan are intended to qualify as "qualified
stock options" under Section 422 of the Internal Revenue Code of 1954, as
amended. The Company understands that, under existing federal income tax
provisions, if shares are purchased under an option granted as described
above and are not disposed of by the optionee within the required holding
period, then (i) any gain or loss will be recognized to the optionee only
upon the ultimate disposition of such shares by the optionee (except to the
extent that he or she may be subject in the year the option is exercised to
the "alternative minimum tax" provided for by Sections 56 through 58 of the
Internal Revenue Code, (ii) assuming the shares constitute capital assets
in the optionee's hands, any gain or loss recognized upon their ultimate
disposition will be treated as long-term capital gain or loss, and (iii)
the Company will not be entitled to a deduction in connection with the
issuance or exercise of the options.
Board of Directors' Recommendation
The Board of Directors recommends a vote FOR approval of this proposal.
The affirmative vote of the holders of a majority of shares of Common Stock
of the Company present in person or by proxy at the Annual Meeting, assuming
a quorum is present, is necessary for approval. Unless a contrary choice
is specified, proxies solicited by the Board of Directors will be voted FOR
the approval of the adoption of the 1997 Plan.
CERTAIN TRANSACTIONS
(a) Transactions with Management and Others
The Registrant has a Royalty Agreement with three individuals, namely
Arthur A. Beisang, Robert A. Ersek, M.D. and Arthur A. Beisang, III, M.D.
Mr. Beisang and Dr. Ersek were officers and directors of the Company for
nine months in 1992. Such two individuals each held more than 5% of the
Company's outstanding stock at March 31, 1997, the end of the Company's
fiscal year. Under the Royalty Agreement, the Registrant pays royalties,
in the aggregate, of three to five percent of net sales of its Macroplastique
product. The royalties payable under this agreement will continue for the
longer of the term of the patent, which was issued on November 2, 1993 or
ten years from November 1993, the date of the Royalty Agreement. Payments
made under the Royalty Agreement to the aforementioned three individuals
during the past two fiscal years were as follows:
Fiscal Year ended 3/31/97 Uroplasty, Inc. $ 102,847
Fiscal Year ended 3/31/96 Bioplasty, Inc. $ 1,000
Uroplasty, Inc. 64,695
Total $ 65,695
(b) Other Transactions.
On July 11, 1997, the Company's then second largest shareholder, the
Bioplasty Product Claimants' Trust (the "Trust") which, prior to such date
owned 640,000 shares (or 17.5%) of the Company's then outstanding shares of
common stock, sold such shares to a group of investors (the "Investors").
In connection with such transaction, the Trust sold to the Investors its
interest in that certain Promissory Note dated March 30, 1994 which had a
principal balance outstanding of $496,000 at March 31, 1997.
Concurrently with the sale of the 640,000 shares to the Investors, the
Company agreed to convert and did convert the Note into 496,000 shares of
Common Stock, at a conversion ratio of $1.00 per share. After such issuance
the Company had 4,145,525 shares of Common Stock outstanding.
The Investors consisted of 34 individuals, retirement accounts and
corporations located primarily in the Minneapolis/St. Paul, Minnesota area.
Except for 36,480 shares sold by the Trust under Rule 144, each of the stock
certificates representing shares delivered to the Investors bore a
restrictive legend and was made subject to a Stop Transfer Order.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more
than 10% of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Executive officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) reports they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company during the period ended March 31, 1997 and
on any written representation by any of such persons, all Section 16(a)
filing requirements applicable to its executive officers, directors and
greater than 10% shareholders were complied with, except (i) Germain E.
Willem, Vice President of Sales and Marketing, failed to timely file the
initial report of ownership on Form 3 and (ii) Chris Harris, Vice President
of Corporate Development, failed to timely file the initial report of
ownership on Form 3. All such reports have now been filed.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Proposals of shareholders intended to be presented in the Company's proxy
materials relating to its 1998 Annual Meeting must be received by the
Company at its principal executive offices not less than 120 calendar days
prior to August 8, 1998.
MISCELLANEOUS
Other Matters
The management of the Company does not intend to present other items of
business and knows of no items of business which are likely to be brought
before the Annual Meeting except those described in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting,
the persons named in the enclosed proxy will have discretionary authority
to vote such proxy in accordance with their best judgment on such matters.
Annual Report to Shareholders
The Company's Annual Report to Shareholders for its fiscal year ended March
31, 1997 (including audited financial statements) accompanies this Proxy
Statement.
Independent Auditors
KPMG Peat Marwick, L.L.P. ("Peat Marwick") served as the Company's
independent auditor during fiscal years 1996 and 1997. A representative of
Peat Marwick is expected to be present at the Annual Meeting to respond to
appropriate questions from stockholders and to make a statement if so
desired.
Form 10K-SB
The Company will furnish without charge a copy of its Annual Report on Form
10-KSB (including financial statements but not exhibits) for its fiscal year
ended March 31, 1997 to each person who was a shareholder of the Company as
of August 1, 1997, upon receipt from any such person of a written request
for such an Annual Report. Such request should be sent to the Company at:
2718 Summer Street NE, Minneapolis, Minnesota 55413-2820; ATTN:
Shareholder Information.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ SUSAN HARTJES DOHERTY
Susan Hartjes Doherty
Secretary
Minneapolis, Minnesota
August 8, 1997
<PAGE>
APPENDIX A
UROPLASTY, INC.
1997 STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1997 Stock Option Plan (the "Plan") is to
promote the interests of UROPLASTY, INC., a Minnesota Corporation
(the "Company") by providing employees of the Company with an
opportunity to acquire a proprietary interest in the Company and
thereby develop a stronger incentive to contribute to the Company's
continued success and growth. In addition, the opportunity to
acquire a proprietary interest in the Company by the offering
and availability of stock options will assist the Company in
attracting and retaining key personnel of outstanding ability.
2. DEFINITIONS
Wherever used in the Plan, the following terms have the meanings
set forth below:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations promulgated thereunder.
2.3 "Committee" means the Committee which may be designated from time
to time by the Board pursuant to Section 3.5 of the Plan.
2.4 "Incentive Stock Option" or "ISO" means a stock option which is
intended to qualify as an incentive stock option as defined in
Section 422 of the Code.
2.5 "Non-Statutory Stock Option" or "NSO" means a stock option to
purchase stock that does not qualify as an incentive stock option
as defined in Section 422 of the Code.
2.6 "Option" means, where required by the context of the Plan, an
ISO and/or NSO granted pursuant to the Plan.
2.7 "Optionee" means a Participant in the Plan who has been granted
one or more Options under the Plan.
2.8 "Participant" means an individual described in Section 5 of this
Plan who may be granted Options under the Plan.
2.9 "Stock" means the Common Stock, $.01 par value, of the Company.
2.10 "Subsidiary" means any corporation other than the Company in an
unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the
unbroken chain owns 50% or more of the voting stock in one of
the other corporations in such chain.
3. ADMINISTRATION
3.1 The Plan shall be administered by the Board, which shall have
full power, subject to the provisions of the Plan, to grant
Options, construe and interpret the Plan, establish rules and
regulations with respect to the Plan and Options granted
hereunder, and perform all other acts, including the delegation
of administrative responsibilities, that it believes reasonable
and necessary.
3.2 (a) The Board shall have the sole discretion, subject to the
provisions of the Plan, to determine the Participants
eligible to receive Options pursuant to the Plan and the
amount, type and terms of any Options and the terms and
conditions of option agreements relating to any Option,
including vesting restrictions and minimum performance
targets.
(b) Performance targets may be based on financial criteria,
such as the fair market value of Stock or other measures of
financial performance of the Company, or may be based on
the performance of a Subsidiary or division of the Company
or the performance of a Participant.
(c) Minimum performance targets may include (i) the achievement
by the Company of a specified target earnings per share,
return on equity or net income, all as adjusted to exclude
items that the Board determines to be inappropriate for
purposes of the Option, (ii) the Company's stock price,
(iii) the achievement by a business unit of the Company of
a specified target net income as adjusted to exclude items
that the Board determines to be inappropriate for purposes
of the Option or market share, or (iv) any combination of
the goals set forth in (i) through (iii) above. If an
Option is granted on such basis, the Board shall establish
such goals prior to the beginning of the Company's fiscal
plan year or other period during which the performance is
measured. As a condition to the exercise of any Option
granted under this Section 3.2 (c), the Board shall, within
120 days after the end of such period, certify in writing
the goals used as the basis for any such Option and any
other material terms were satisfied.
3.3 The Board may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any Option granted
hereunder in the manner and to the extent it shall deem necessary
to carry out the terms of the Plan.
3.4 Any decision made or action taken by the Board arising out of
or in connection with the interpretation and administration of
the Plan shall be final, conclusive and binding upon Optionees.
3.5 The Board may designate a Committee from time to time to
administer the Plan. If designated, the Committee shall be
composed of not less than three persons (who need not be members
of the Board) who are appointed from time to time by the Board.
If the Board has appointed a Committee pursuant to this Section
3.5, then the Committee may administer the Plan and exercise all
of the rights and powers granted to the Board in this Plan
including, without limitation, the right to grant Options
pursuant to the Plan and to establish the Option price as provided
in the Plan.
4. SHARES SUBJECT TO THE PLAN
4.1 Number. The total number of shares of Stock reserved for
issuance upon exercise of Options under the Plan is five hundred
thousand (500,000). Such shares shall consist of authorized but
unissued Stock. If any Option granted under the Plan lapses or
terminates for any reason before being completely exercised, the
shares covered by the unexercised portion of such Option may
again be made subject to Options under the Plan.
4.2 Changes in Capitalization. In the event of any change in the
outstanding shares of Stock in the Company by reason of any stock
dividend, split, recapitalization, reorganization, merger,
consolidation, combination, exchange of shares or rights offering
to purchase stock at a price substantially below fair market
value or other similar corporate change, the aggregate number of
shares which may be subject to Options under the Plan and the
terms of any outstanding Option, including the number and kind of
shares subject to such Options and the purchase price per share
thereof, shall be appropriately adjusted by the Board consistent
with such change and in such manner as the Board, in its sole
discretion, may deem equitable to prevent substantial dilution
or enlargement of the rights granted to or available for
Optionees. Notwithstanding the preceding sentence, in no event
shall any fraction of a share of Stock be issued upon the
exercise of an Option.
5. ELIGIBLE PARTICIPANTS
The following persons are eligible to participate in the Plan:
5.1 Incentive Stock Options. Incentive Stock Options may be granted
only to employees of the Company or any Subsidiary, including
officers and directors who are also employees of the Company or
any Subsidiary.
5.2 Non-Statutory Stock Options. Non-Statutory Stock Options may be
granted to (i) any employee of the Company or any Subsidiary,
including any officer or director who is also an employee of the
Company or any Subsidiary, (ii) any non-employee director of the
Company or any Subsidiary and (iii) any consultant to, or other
independent contractor of, the Company.
6. GRANT OF OPTIONS
6.1 Options to be Granted. Subject to the terms, conditions and
limitations set forth in this Plan, the Company, by action of
its Board, may from time to time grant Options to purchase shares
of the Company's Stock to those eligible Participants as may be
selected by the Board in such amounts and on such other terms as
the Board in its sole discretion shall determine. Such Options
may be (i) "Incentive Stock Options" so designated by the Board
and which, when granted, are intended to qualify as incentive
stock options as defined in Section 422 of the Code; (ii)
"Non-Statutory Stock Options" so designated by the Board which,
when granted, do not qualify as incentive stock options under
Section 422 of the Code; or (iii) a combination of both. The
date on which the Board approves the granting of an Option shall
be the date of grant of such Option. Notwithstanding the
foregoing, with respect to the grant of any Incentive Stock Option
under the Plan the aggregate fair market value of Stock
(determined as of the date of the Option is granted) with
respect to which such Options are exercisable for the first time
by an Optionee in any calendar year (under all such stock option
plans of the Company or Subsidiaries) shall not exceed $100,000.
6.2 Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a written stock option agreement between the
Company and the Optionee setting forth the terms and conditions,
not inconsistent with the Plan, under which the Option so granted
may be exercised pursuant to the Plan and containing such other
terms with respect to the Option as the Board in its sole
discretion may determine.
6.3 Change in Control. Option Agreements may provide that any one
or all of the following actions may occur as a result of, or in
anticipation of, any Change in Control to assure fair and equitable
treatment of Participants:
(a) Acceleration of time periods for purposes of vesting in, or
realizing gain from, any outstanding Option;
(b) Purchase of any outstanding Option made pursuant to this Plan
from the holder for its equivalent cash value, as determined
by the Board or Committee, as of the effective date of the
Change in Control; and/or
(c) Adjustments or modifications to outstanding Options as the
Board or Committee deems appropriate to maintain and protect
the rights and interests of Participants.
For purposes of this Section, a "Change in Control" shall
mean the occurrence of any of the following events:
(i) A third person, including a syndicate or group deemed to
be a person under Section 13(d)(3) of the Exchange Act,
becomes the beneficial owner (as so determined) of Stock
having thirty percent (30%) or more of the total number
of votes which may be cast for the election of members of
the Board;
(ii) All or substantially all of the assets and business of the
Company are sold, transferred or assigned to, or otherwise
acquired by, any other entity or entities; or
(iii) As a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale
of assets or contested election, or any combination of the
foregoing transactions, the persons who are members of the
Board before any such transaction shall cease to constitute
a majority of the Board of the Company or any successor to
the Company.
Notwithstanding the foregoing, in no event shall the
distribution of stock in a subsidiary by the Company to
its stockholders be deemed a Change in Control.
7. OPTION PRICE AND FORM OF PAYMENT
The purchase price for a share of Stock subject to an Option
granted hereunder shall not be less than 100% of the fair market
value of the Stock. For purposes of this Section 7, the "fair
market value" of the Stock shall be determined as follows:
(a) If the Stock of the Company is listed or admitted to unlisted trading
privileges on a national securities exchange, the fair market value on
any given day shall be the closing sale price for the Stock, or if no
sale is made on such day, the closing bid price for such day on such
exchange;
(b) If the Stock is not listed or admitted to unlisted trading privileges
on a national securities exchange, the fair market value on any given
day shall be the closing sale price for the Stock as reported on the
National Association of Securities Dealers Automated Quotations
("NASDAQ") System on such day, or if no sale is made on such day, the
closing bid price for such day as entered by a market maker for the
Stock;
(c) If the Stock is not listed on a national securities exchange or is not
admitted to unlisted trading privileges on any such exchange, and is
not eligible for inclusion in the NASDAQ National Market System, the
fair market value on any given day shall be the average of the closing
representative bid and asked prices as reported by the National
Quotation Bureau, Inc. or, if the Stock is not quoted on the NASDAQ
System, then as reported in any publicly available compilation of the
bid and asked prices of the Stock in any over-the-counter market on
which the Stock is traded; or
(d) If there exists no public trading market for the Stock, the fair
market value on any given day shall be an amount determined in good faith by
the Board in such manner as it may be reasonably determined in its
discretion, provided that such amount shall not be less than the book value
per share, as reasonably determined by the Board as of the date of
determination, or less than the par value of the Stock.
Notwithstanding the foregoing, in the case of an Incentive Stock Option
granted to any Optionee then owning more than 10% of the voting power of all
classes of the Company's stock, the purchase price per share of the Stock
subject to such Option shall not be less than 110% of the fair market value
of the Stock on the date of grant of the Incentive Stock Option, determined
as provided above.
Except as provided herein, the purchase price of each share of Stock purchased
upon the exercise of any Option shall be paid:
(a) In United States dollars in cash or by check, bank draft or money order
payable to the order of the Company;
(b) At the discretion of the Board, through the delivery of shares of Stock,
having initially or as a result of successive exchanges or share, an
aggregate fair market value (as determined in the manner provided under
this Plan) equal to the Option price;
(c) At the discretion of the Board, by a combination of both (a) and (b)
above; or
(d) By such other method as may be permitted in the written Stock Option
Agreement between the Company and the Optionee.
If such form of payment is permitted, the Board shall determine
procedures for tendering Stock as payment upon exercise of an Option
and may impose such additional limitations and prohibitions on the use
of Stock as payment upon the exercise of an Option as it deems
appropriate.
8. EXERCISE OF OPTIONS
8.1 Manner of Exercise. An Option, or any portion thereof, shall be
exercised by delivering a written notice of exercise to the Board
and paying to the Company the full purchase price of the Stock
acquired upon the exercise of the Option. Until certificates
for the Stock acquired upon the exercise of an Option are issued
to an Optionee, such Optionee shall not have any rights as a
shareholder of the Company.
8.2 Limitations and Conditions on Exercise of Options. In addition
to any other limitations or conditions contained in this Plan or
which may be imposed by the Board from time to time or in the
Stock Option Agreement to be entered into with respect to Options
granted hereunder, the following limitations and conditions shall
apply to the exercise of Options granted under this Plan:
(a) No Incentive Stock Option may be exercisable by its terms after the
expiration of five years from the date of the grant thereof.
(b) No Incentive Stock Option granted to an eligible Participant then
owning more than 10% of the voting power of all classes of the Company's
Stock may be exercisable by its terms after the expiration of five years
from the date of the grant thereof.
9. INVESTMENT PURPOSES
Unless a registration statement under the Securities Act of 1933
is in effect with respect to Stock to be purchased upon exercise
of Options to be granted under the Plan, the Company shall
require an Optionee agree with and present to the Company in
writing he or she is acquiring such shares of Stock for the purpose
of investment and with no present intention to transfer, sell or
otherwise dispose of such shares of Stock other than by transfers
which may occur by will or by the laws of descent and distribution,
and no shares of Stock may be transferred unless, in the opinion
of counsel of the Company, such transfer would be in compliance
with applicable securities laws. In addition, unless a
registration statement under the Securities Act of 1933 is in
effect with respect to the Stock to be purchased under the Plan,
each certificate representing any shares of Stock issued to an
Optionee hereunder shall have endorsed thereon a legend in
substantially the following form:
THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND WITHOUT
REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES LAWS, IN RELIANCE UPON
EXEMPTION(S) CONTAINED THEREIN. NO TRANSFER OF THESE SHARES OR ANY INTEREST
THEREIN MAY BE MADE EXCEPT PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS
UNDER SAID LAWS UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT SUCH TRANSFER OR DISPOSITION DOES NOT REQUIRE
REGISTRATION UNDER SAID LAWS AND, OR ANY SALES UNDER RULE 144 OF THE ACT,
SUCH EVIDENCE AS IT SHALL REQUEST FOR COMPLIANCE WITH THAT RULE, OR
APPLICABLE STATE SECURITIES LAWS.
10. TRANSFERABILITY OF OPTIONS
No Option granted under the Plan shall be transferable by an
Optionee (whether by sale, assignment, hypothecation or otherwise)
other than by will or the laws of descent and distribution, and
Options shall be exercisable during the Optionee's lifetime only
by the Optionee.
11. TERMINATION OF EMPLOYMENT
11.1 Generally. Except as otherwise provided in this Section 11, if
an Optionee's employment with the Company or Subsidiary is
terminated (hereinafter "Termination") other than by death or
Disability (as hereinafter defined), the Optionee may exercise
any Option granted under the Plan, to the extent the Optionee
was entitled to exercise the Option at the date of Termination,
for a period of three months after the date of Termination or
until the term of the Option has expired, whichever date is
earlier.
11.2 Death or Disability of Optionee. In the event of the death or
Disability of an Optionee prior to expiration of an Option held
by him or her, the following provisions shall apply:
(a) If the Optionee is at the time of his or her Disability employed by
the Company or a Subsidiary and has been in continuous employment (as
determined by the Board in its sole discretion) since the date of
grant of the Option, then the Option may be exercised by the Optionee
until the earlier of one year following the date of such Disability or
the expiration date of the Option, but only to the extent the Optionee
was entitled to exercise such Option at the time of his or her
Disability. For the purpose of this Section, the term "Disability"
shall have the meaning given to it in Section 22(e)(3) of the Code.
The determination of whether an Optionee has a Disability within the
meaning of Section 22(e)(3) shall be made by the Board in its sole
discretion.
(b) If the Optionee is at the time of his or her death employed by the
Company or a Subsidiary and has been in continuous employment (as
determined by the Board in its sole discretion) since the date of
grant of the Option, then the Option may be exercised by the Optionee's
estate or by a person who acquired the right to exercise the Option by
will or the laws of descent and distribution, until the earlier of one
year from the date of the Optionee's death or the expiration date of
the Option, but only to the extent the Optionee was entitled to exercise
the Option at the time of death.
(c) If the Optionee dies within three months after Termination, the Option
may be exercised until the earlier of nine months following the date of
death or the expiration date of the Option, by the Optionee's estate or
by a person who acquires the right to exercise the Option by will or
the laws of descent or distribution, but only to the extent the Optionee
was entitled to exercise the Option at the time of Termination.
11.3 Termination for Cause. If the employment of an Optionee is
terminated by the Company or a Subsidiary for cause, then the
Board shall have the right to cancel the Options granted to the
Optionee under the Plan.
12. AMENDMENT AND TERMINATION OF PLAN
12.1 The Board, without approval by the shareholders of the Company,
may at any time and from time to time suspend or terminate the
Plan in whole or in part or amend it from time to time in such
respects as may be in the best interest of the Company; provided,
however, that no such amendment shall be made without approval
of the shareholders if it would: (i) materially modify the
eligibility requirements for Participants; (ii) increase the
total number of shares of Stock which may be issued pursuant to
Options, except in accordance with Section 4.2 of the Plan;
(iii) reduce the minimum Option price per share as set forth in
Section 7 of the Plan, except in accordance with Section 4.2 of
the Plan; (iv) extend the period of granting Options; or (v)
materially increase in any other way the benefits accruing to
Optionees.
12.2 No amendment, suspension or termination of this Plan shall,
without the Optionee's consent, alter or impair any of the rights
or obligations under any Option theretofore granted to the
Optionee under the Plan.
12.3 The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the
granting of Incentive Stock Options meeting the requirements of
future amendments to the Code.
13. MISCELLANEOUS PROVISIONS
13.1 Right to Continued Employment. No person shall have any claim
or right to be granted an Option under the Plan, and the grant
of an Option under the Plan shall not be construed as giving an
Optionee the right to continued employment with the Company.
The Company further expressly reserves the right at any time to
dismiss an Optionee or reduce an Optionee's compensation with or
without cause, free from any liability, or any claim under the
Plan, except as provided herein or in a stock option agreement.
13.2 Withholding Taxes. The Company shall have the right to require
payment or provision for payment of any and all withholding taxes
due upon the grant or exercise of an Option hereunder or the
disposition of any Stock or other property acquired upon exercise
of an Option be made by an Optionee. In connection herewith,
the Board shall have the right to establish such rules and
regulations or impose such terms and conditions in any agreement
relating to an Option granted hereunder with respect to such
withholding as the Board may deem necessary and appropriate.
13.3 Rule 16b-3. This Plan is intended to comply with the applicable
provisions of Rule 16b-3 under the Securities Exchange Act of
1934 or any successor provision and to the extent any provision
of this Plan or any action by the Board or the Committee fails
to comply with said Rule, such provision or action shall be
deemed amended so as to cause the provision or action to comply.
13.4 Governing Law. The Plan shall be administered in the State of
Minnesota and the validity, construction, interpretation and
administration of the Plan and all rights relating to the Plan
shall be determined solely in accordance with the laws of such
state, unless controlled by applicable federal law, if any.
14. EFFECTIVE DATE
The effective date of the Plan is April 28, 1997. No Option may
be granted after April 28, 2002 provided, however, the Plan and
all outstanding Options shall remain in effect until such
outstanding Options have expired or been cancelled.
UROPLASTY, INC.
Adopted by Board: April 28, 1997
Approved by Shareholders: August 28, 1997
<PAGE>
Rule 14a-4(a)(3) Appendix to Proxy Statement: Form of Proxy:
UROPLASTY, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel G. Holman as Proxy with full power
to appoint his substitute, and hereby authorizes him to represent and vote,
as designated below, all the shares of Common Stock of Uroplasty, Inc. held
of record by the undersigned on July 15, 1997 at the Annual Meeting of
Shareholders to be held on August 28, 1997 or any adjournment thereof.
1. SIZE OF BOARD OF DIRECTORS
To set the number of directors for the ensuing year at four.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. ELECTION OF DIRECTORS
To elect four directors, namely Daniel G. Holman to a term
expiring in 2000, Joel L. Pitlor and R. Patrick Maxwell to a term expiring
in 1999, and Carolyn A. Bruhjell to a term expiring in 1998.
(NOTE: To vote against any individual nominee, strike a line
through the nominee's name.)
[ ] FOR all nominees listed below [ ] AGAINST all nominees listed
(except as marked to the below
contrary below)
DANIEL G. HOLMAN
JOEL L. PITLOR
R. PATRICK MAXWELL
CAROLYN A. BRUHJELL
3. 1997 STOCK OPTION PLAN
To approve the adoption of the Uroplasty, Inc. 1997 Stock Option
Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. DISCRETIONARY AUTHORITY
The Proxy is authorized, in his discretion, to vote upon such
other business as may properly come before the meeting.
[ ] AUTHORITY GRANTED [ ] AUTHORITY WITHHELD
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF PROPERLY EXECUTED BUT NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 3, FOR THE ELECTION AS
DIRECTOR OF ALL NOMINEES NAMED IN PROPOSAL 2 ABOVE AND TO GRANT DISCRETIONARY
AUTHORITY PURSUANT TO PROPOSAL 4 ABOVE.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Dated: ____________, 1997
______________________________________________________
Signature
______________________________________________________
Signature (if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
<PAGE>
