SCHEDULE 14A INFORMATION
(Cover Page to Schedule 14A)
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 [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
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:
_________________________________________________________________
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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):
_________________________________________________________________
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_________________________________________________________________
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[ ] 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
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4. Date Filed:
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1999 ANNUAL MEETING
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413-2820
TO THE SHAREHOLDERS OF UROPLASTY, INC.:
You are cordially invited to attend our Annual Meeting of Shareholders to be
held on July 29, 1999 at 4:00 PM (Minneapolis Time) at The Marquette Hotel,
Windows on Minnesota, 50th floor of the IDS Tower, 710 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,
/s/ DANIEL G. HOLMAN
Daniel G. Holman
Chairman of the Board, President,
and CEO
Minneapolis, Minnesota
July 9, 1999
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.
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413-2820
________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held July 29, 1999
________________________________________
To Our Shareholders:
Notice is hereby given that the Uroplasty, Inc. Annual Meeting of Shareholders
will be held on Thursday, July 29, 1999 at 4:00 PM (Minneapolis Time) at the
Marquette Hotel, Windows on Minnesota, 50th floor of the IDS Tower, 710
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 three individuals to three classes of directors who will serve
terms of varying lengths from one to three years (Mr. R. Patrick Maxwell until
2002, Mr. Joel Pitlor until 2001, and Mr. Alex Gerwer until 2000).
3. Approval of an amendment which adds 300,000 shares to the Company's 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 June 21, 1999 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 HOLMAN
Susan Hartjes Holman
Secretary
Minneapolis, Minnesota
July 9, 1999
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.
UROPLASTY, INC.
2718 Summer Street NE
Minneapolis, MN 55413-2820
_______________________________
PROXY STATEMENT
_______________________________
ANNUAL MEETING OF SHAREHOLDERS
JULY 29, 1999
_______________________________
INTRODUCTION
The Annual Meeting of Shareholders (hereinafter referred to as the "Annual
Meeting") of Uroplasty, Inc. (hereinafter referred to as the "Company" or
"Uroplasty") will be held on July 29, 1999 at 4:00 PM (Minneapolis Time) at The
Marquette Hotel, Windows on Minnesota, 50th floor of the IDS Tower, 710
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 about July 9, 1999.
VOTING OF SHARES
Only holders of common stock of record at the close of business on June 21,
1999 will be entitled to vote at the Annual Meeting. On June 21, 1999 the
Company had 5,923,371 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 (2,961,686 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.
The Board of Directors (hereinafter referred to as the "Board") has nominated
the three 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
successors have been elected and qualified. All 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 the Board should learn that any
nominee will be unable to serve by reason of death, incapacity or other
unexpected occurrence prior to the Annual Meeting, the proxies which otherwise
would have been voted for such nominee will be voted for such substitute
nominee(s) 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 any of the nominees will be unable to serve.
Information About the Nominees
The following information has been furnished to the Company as of June 21,
1999 by the persons nominated by the Board to serve as directors for the term
stated.
Name of Nominee Age Principal Occupation
Nominee to Serve in Office until 2002
R. Patrick Maxwell(1) (2) (3) 54 Attorney at Law
Nominee to Serve in Office until 2001
Joel R. Pitlor(1) (2) (3) 60 Business Consultant
Nominee to Serve in Office until 2000
Alex Gerwer(1) (2) 44 Principal & Consultant, AKN
(1)Member of the Compensation Committee
(2)Member of the Nominating Committee
(3)Member of the Audit Committee
The business experience of each nominee for director follows:
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.
Alex Gerwer was elected a Director of Uroplasty in August 1998. Mr. Gerwer
has been a Principal and Consultant for AKN in San Diego, California, a
management consulting firm to medical product companies, since 1990. From
1988 to 1990, he was the Manager of New Business Development for Nihon Kohden
America, a medical electronics company in Irvine, California. Mr. Gerwer was
a Research Scientist for Diatek, Inc. in San Diego, California from 1986 to
1988. Mr. Gerwer received a B.S. in Chemistry and Physics from the University
of Michigan, and a Master of Science in Chemical Physics from the California
Institute of Technology.
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, 1999.
The members of the Compensation Committee during fiscal 1999 were Messrs.
Pitlor, Maxwell and Gerwer. The function of the Compensation Committee is to
set the compensation for officers and set the terms of and grants of awards
under the Company's 1997 Stock Option Plan (the "1997 Plan") and to act on
other matters relating to compensation as it deems appropriate. The
Compensation Committee met one time during fiscal 1999.
The members of the Nominating Committee during fiscal 1999 were Messrs.
Holman, Pitlor, Maxwell and Gerwer. The function of the Nominating Committee
is to consider and recommend to the Board nominees for election as director.
The Nominating Committee met one time during fiscal 1999.
The members of the Audit Committee during fiscal 1999 were Messrs. Pitlor and
Maxwell. The function of the Audit Committee is to meet with the Company's
independent auditors, review the scope and results of their audits, review the
Company's responses to audit reports, and consider the adequacy of internal
controls and the Company's response to new regulatory issues and accounting
rules. The Audit Committee met one time during fiscal 1999.
All of the Directors attended 100% of the aggregate meetings of the Board and
all committees on which they served during fiscal 1999.
Director Compensation
Mr. Pitlor receives $2,000 per month and Mr. Gerwer receives $2,500 per month
as consulting fees from the Company under month-to-month agreements.
Additionally, non-employee board members receive $500 per board meeting
attended. In addition, directors participate in the Company's stock option
plan
Messrs. Pitlor and Maxwell hold options to purchase 45,000 shares of common
stock and Mr. Gerwer holds options to purchase 30,000 shares of common stock
as of March 31, 1999. The exercise price of the options ranges from $0.50 to
$3.19 per share.
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 June 21, 1999 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)
Mindich Family Limited Liability Co. 650,000 9.1%
Attn: Bruce Mindich c/o Paddington
Management Corp.
555 White Plains Road Tarrytown,
NY 10591
Bruce P. Mindich 450,000 7.6%
c/o Paddington Management
Corp. 555 White Plains Road Tarrytown,
NY 10591
Daniel G. Holman 299,981 (3) 5.0%
2718 Summer Street
NE Minneapolis, MN 55413-2820
Susan Hartjes Holman 122,203 (4) 2.0%
2718 Summer Street NE
Minneapolis, MN 55413-2820
Directors and Executive Officers 758,291 (5) (6) 12.1%
as a Group (7 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 5,923,371 shares of Common Stock outstanding as of June
21, 1999.
(3) Includes 95,000 shares held under options to purchase common stock.
(4) Includes 65,000 shares held under options to purchase common stock.
(5) Includes 340,000 shares held under options to purchase common stock.
(6) To the Company's knowledge, the persons named have both voting and
investment power over the shares listed.
EXECUTIVE COMPENSATION AND OTHER BENEFITS
Summary of Cash and Certain Other Compensation
The following table sets forth (1) the compensation paid for the years shown
in the table, to Daniel G. Holman, the Company's Chairman, President, CEO and
CFO, and to Susan Hartjes Holman, the Company's Vice President of Regulatory
Affairs and Operations and Corporate Secretary; (2) the stock options and
stock appreciation rights granted to such individuals for the years shown; and
(3) long-term payouts and other compensation for the years shown:
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term Compensation (1)
Fiscal Year --------------------------
Annual Compensation Awards
- -------------------------------------------------------------------------------------------------
Other Securities
Name Annual Restricted Under-
and Compen- Stock lying
Principal sation Awards Options
Position Year Salary($) Bonus($) ($) ($) SARs(#)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Daniel G. Holman 1999 171,089 -- 34,140 (2) -- 0
CEO 1998 161,919 -- 25,632 (2) -- 70,000
1997 154,162 -- 28,818 (2) -- 0
Susan Hartjes-Doherty 1999 112,158 -- -- -- 0
Vice President 1998 102,160 5,000 -- -- 40,000
Total Compensation for All Executive Officers
For Fiscal Year 1999:
(Four Persons) 536,978
</TABLE>
(1) There were no payouts under a "long-term incentive plan" (called
"LTIP") for the years shown, nor was any other form of compensation
paid or awarded.
(2) Reimbursement of expatriot living expenses in The Netherlands.
Option/SAR Grants Table
<TABLE>
<CAPTION>
Option Grants in Fiscal Year Ended March 31, 1999
- -----------------------------------------------------------------------------
Number of Percent of
Securities Total Op-
Underlying tions/SARS
Options Granted to Exercise or Securities
/SARS Employees in Base Price Expiration
Name Granted(#) Fiscal Year ($/Share) Date
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel G. 0 -- -- --
Holman, CEO
Susan Hartjes- 0 -- -- --
Doherty, V.P.
</TABLE>
The Company adopted an Incentive Stock Option Plan (hereinafter referred to as
the "1995 Plan") in May 1995 which provided for the granting of options to
purchase 350,000 shares of stock. At March 31, 1999 there were 148,200
options outstanding under the 1995 Plan. In April 1997 the Board adopted, and
in August 1997 the Company's shareholders approved, the 1997 Stock Option Plan
(hereinafter referred to as the "1997 Plan") pursuant to which 500,000 shares
of common stock have been reserved. At March 31, 1999 there were 401,000
options outstanding under the 1997 Plan. (In addition, the Company had 15,000
options outstanding not issued pursuant to either Plan.) Both Plans require
options be granted at exercise prices equal to or greater than the fair market
value of the stock at the time of the grant.
Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Option/SARs Options/SARs
Shares acquired Value At FY-End (#) at FY-End ($)
Name on Exercise Realized ($) Exercisable Exercisable
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Daniel G. -- -- 95,000 125,000
Holman, CEO
Susan Hartjes- -- -- 65,000 87,500
Doherty, V.P.
</TABLE>
PROPOSAL NO. 3
APPROVAL OF AN AMENDMENT WHICH ADDS 300,000 SHARES TO 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 amend
the Company's Stock Option Plan to increase from 500,000 to 800,000 the number
of shares reserved under the Plan.
The Board of Directors recommends the Shareholders of the Company approve the
adoption of an amendment to the 1997 Plan and the reservation of an additional
300,000 shares for issuance pursuant thereto, bringing to 800,000 the number
of shares reserved under the Plan. The text of the 1997 Plan as proposed to
be amended is included as Appendix A to this Proxy Statement. Neither the
approval nor disapproval of the proposed amendment to 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 proposed amendment to the 1997 Plan.
Under the 1997 Plan, the Company is authorized to issue 500,000 shares of
common stock upon exercises of stock options. However, as a result of the
prior grant of stock options under the 1997 Plan to employees of the Company,
the number of shares currently available for such grants has been reduced to
approximately 99,000. The Board of Directors has determined that this number
is insufficient to maintain the 1997 Plan as an incentive device over the term
of the 1997 Plan, which expires, unless earlier terminated, in 2003 and has
adopted, and proposes that the stockholders approve, an amendment to the 1997
Plan to increase the number of shares of common stock covered by the 1997 Plan
from 500,000 to 800,000, thereby causing the number of shares available for
grant to be approximately 399,000.
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, as proposed to be amended. The summary is qualified in its
entirety by reference to the complete text of the Plan, as proposed to be
amended, which appears as Appendix A to this Proxy Statement. In Appendix A,
the materials that would be deleted from the plan are stricken through, and
the materials that would be added by the proposed amendment are underlined.
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 of the Company.
The 1997 Plan provided for the reservation of 500,000 shares of the Company's
Common stock, which will be increased to 800,000 shares under the amendment to
the 1997 Plan. 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 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 7, 1999, 50 employees, including executive officers and three
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 7, 1999 the "representative" bid and asked prices for the Company's
Common stock as reported by the Star Tribune newspaper were 3-7/16 and 3-9/16
per share, respectively.
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 to
amend the 1997 Plan. 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 amendment to
the 1997 Plan.
CERTAIN TRANSACTIONS
The Company has a Royalty Agreement with three individuals (collectively the
"Licensors"), namely Arthur A. Beisang, Robert A. Ersek, M.D., and Arthur A.
Beisang III, M.D. Mr. Beisang and Dr. Ersek are former officers and directors
of the Company and each previously owned more than 5% of the Company's
outstanding stock. Under the terms of such Royalty Agreement, the Company is
obligated until 2010 to pay the Licensors 3 to 5% of net sales of
Macroplastique. The aggregate amount of royalty expense recognized by the
Company pursuant to such Royalty Agreement during each of the past three
fiscal years was as follows:
Fiscal Year ended 3/31/99 Uroplasty, Inc. $ 195,355
Fiscal Year ended 3/31/98 Uroplasty, Inc. $ 147,860
Fiscal Year ended 3/31/97 Uroplasty, Inc. $ 110,495
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, at March 31, 1997, had a
principal balance outstanding of $496,000. Concurrently with the sale by the
Trust of the 640,000 shares to the Investors, the Company agreed to and did
convert the Note into 496,000 shares of common stock at a conversion ratio of
$1.00 per share. The market prices for the Company's common stock during the
period June 1 to July 11, 1997 were $0.50 bid and $1.50 asked on a workout
basis. The Company and the Investors used such market prices in arm's length
negotiations in determining the conversion ratio. The Investors, who included
certain registered representatives (or their customers) employed by RJ
Steichen & Co., a Minneapolis broker-dealer, consisted of 33 individuals,
retirement accounts and corporations located primarily in the Minneapolis/St.
Paul, Minnesota area. The aforementioned transaction was facilitated by
certain registered representatives of RJ Steichen & Co., but they were not
directly compensated for their efforts by either the Trust or the Company, and
the Investors did not pay a commission on the transaction. There was no
involvement whatsoever by R.J. Steichen as an entity.
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, 1999 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.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of shareholders intended to be presented in the Company's proxy
materials relating to its 2000 Annual Meeting must be received by the Company
at its principal executive offices not less than 120 calendar days prior to
July 9, 2000.
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, 1999 (including audited financial statements) accompanies this Proxy
Statement.
Forward Looking Statements
The Company may from time to time, in an attempt to provide assistance in
understanding its anticipated future financial performance, make written or
oral "forward-looking statements" such as may be contained in its Annual
Report to Shareholders, and elsewhere. "Forward-looking statements" are,
however, by their very nature, subject to known and unknown risks and
uncertainties relating to the Company's future performance that may cause the
actual results, performance or achievements of the Company, or the industry,
to differ materially from those expressed or implied in any such
"forward-looking statements".
Investors are cautioned that any "forward-looking statements" made by the
Company here or elsewhere are qualified by and subject to the warnings and
cautionary statements contained above and in the "Risk Factors" and "Forward
Looking Statements" sections of its Annual Report on Form 10-KSB to the SEC
for the year ended March 31, 1999.
Independent Auditors
KPMG Peat Marwick LLP (hereinafter referred to as "KPMG") served as the
Company's independent auditor during fiscal years 1996, 1997, 1998 and 1999.
A representative of KPMG 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, 1999 to each person who was a shareholder of the Company as of
June 21, 1999, 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 HOLMAN
Susan Hartjes Holman
Corporate Secretary
Minneapolis, Minnesota
July 9, 1999
APPENDIX A
UROPLASTY, INC.
1997 STOCK OPTION PLAN,
AS PROPOSED TO BE AMENDED
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)
(stricken through) eight hundred thousand (800,000)(underlined). 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
Amendment Adopted by Board: June 4, 1999
Amendment Approved by Shareholders: July 29, 1999
