SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
VIDEOLABS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions 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>
VIDEOLABS, INC.
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 1999
TO THE SHAREHOLDERS OF VIDEOLABS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of VideoLabs,
Inc., a Delaware corporation (the "Company"), will be held on Wednesday, May 19,
1999, at 3:00 p. m., local time, at The Metropolitan, 5418 Wayzata Boulevard,
Minneapolis, 55416 for the following purposes:
1. To elect three Directors to serve for the ensuing year and
until their successors are duly elected and qualified.
2. To transact such other business as may properly come before
the meeting and any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on March 20, 1999,
are entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof.
All shareholders are cordially invited to attend the Annual Meeting in
person. Any shareholder attending the Annual Meeting may vote in person even if
such shareholder previously signed and returned a Proxy.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jill R. Larson
---------------------------
Jill R. Larson
Secretary
Minneapolis, Minnesota
March 31, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE>
VIDEOLABS, INC.
---------------------
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 1999
The enclosed Proxy is solicited on behalf of the Board of Directors of
VideoLabs, Inc., a Delaware corporation (the "Company"), for use at the
Company's Annual Meeting of Shareholders ("Annual Meeting") to be held
Wednesday, May 19, 1999, at 3:00 P.M., local time, or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Shareholders. The Annual Meeting will be held at The
Metropolitan, 5418 Wayzata Boulevard, Minneapolis, 55416.
The Company's principal executive offices are located at 5960 Golden
Hills Drive, Minneapolis, Minnesota 55416. The telephone number at that address
is (612) 542-0061.
These Proxy solicitation materials and the Company's Annual Report to
Shareholders for its fiscal year ended December 31, 1998 were mailed on or about
April 9, 1999, to all shareholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on March 20, 1999, are
entitled to notice of, and to vote at, the Annual Meeting. At the record date
4,505,562 shares of the Company's Common Stock were issued, outstanding and
entitled to vote at the Annual Meeting.
REVOCABILITY OF PROXIES
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering to the Secretary of
the Company a written notice of revocation or a duly executed Proxy bearing a
later date or by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
The enclosed Proxy is solicited on behalf of the Board of Directors of
the Company.
Every shareholder voting for the election of Directors shall be
entitled to one vote for each share of Common Stock standing in such
shareholder's name on the books of the Company for each Director separately on a
non-cumulative basis. On all other matters each share is entitled to one vote on
each proposal or item that comes before the Annual Meeting.
Proxy statements delivered to brokers who are prohibited from
exercising discretionary authority over beneficial owners who have not provided
voting instructions (commonly referred to as "broker non-votes") will not be
included in these vote totals. The Company will include abstentions and broker
non-votes as present or represented for purposes of establishing a quorum for
transaction of business, but will exclude abstentions and broker non-votes from
the calculation of shares entitled to vote with respect to any proposal for
which authorization to vote was withheld.
The cost of this solicitation will be borne by the Company. The Company
may reimburse brokerage firms and other persons representing beneficial owners
of shares for their expenses in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of the Company's
Directors, officers and regular employees, without compensation, personally or
by telephone or telegram.
1
<PAGE>
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company which are intended to be
presented by such shareholders at the Company's 2000 Annual Meeting must be
received by the Secretary of the Company no later than January 20, 2000, in
order to be included in the Proxy soliciting material relating to that Annual
Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 1, 1999, certain information
concerning those persons known by the Company to be the beneficial owners of
more than five percent (5%) of the outstanding shares of Common Stock of the
Company; the number of shares of Common Stock owned by all directors of the
Company, individually; and all Directors and all executive officers of the
Company as a group.
SHARES BENEFICIALLY OWNED(1)
----------------------------
NAME NUMBER PERCENT(2)
- ---- ------ ----------
James W. Hansen 616,794(3) 12.6%
26 Hwy 96E
Dellwood, MN 55110
Richard Craven 647,448(4) 13.2%
5200 Willson Road Suite 200
Edina, Minnesota 55424-1343
Ward C. Johnson (8) 332,860(5) 6.8%
6408 Indian Hills Road
Edina, Minnesota 55439
John A. Collins 116,327(6) 2.4%
5555 West 78th Street
Bloomington, Minnesota 55435
Jill R. Larson 96,903(7) 2%
14228 Shore Lane
Prior Lake, Minnesota 55372
All Directors and officers as a group (5 persons) 1,810,332 37%
(1) Unless otherwise noted, all shares are beneficially owned and the sole
voting and investment power is held by persons indicated based upon
there being 4,505,562 Common Shares outstanding.
(2) Includes shares of Common Stock issuable upon the exercise of warrants
or options. (See below for an analysis of officer's and director's
warrants and options.)
(3) Includes employee stock options to purchase 95,000 shares of the
Company's Common Stock and non-qualified stock options to purchase
150,000 shares of the Company's Common Stock.
(4) Includes non-qualified options to purchase 22,000 shares of the
Company's Common Stock.
(5) Includes non-qualified options to purchase 2,000 shares of the
Company's Common Stock.
(6) Includes non-qualified options to purchase 22,000 shares of the
Company's Common Stock.
(7) Includes employee stock options to purchase 95,000 shares of the
Company's Common Stock.
(8) Mr. Johnson is currently a director of the Company, but is not seeking
re-election for the upcoming term.
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
NOMINEES
The Company's Board of Directors currently has four (4) members. Three
directors are to be elected at the Annual Meeting. Mr. Ward Johnson has chosen
not to seek re-election as Director of the Company. Unless otherwise instructed,
the Proxy Holders will vote the Proxies received by them for the three nominees
named below. In the event that any nominee is unable or declines to serve as a
Director at the time of the Annual Meeting, the Proxies shall be voted for any
nominee who shall be designated by the current Board of Directors to fill the
vacancy. In the event that additional persons are nominated for election as
Directors, the Proxy holders intend to vote all Proxies received by them in such
a manner as will ensure the election of the nominees listed below. The term of
office of each person elected as a Director will continue until the next Annual
Meeting of the Shareholders and until his successor has been duly elected and
qualified. It is not expected that any nominee will be unable or will decline to
serve as a Director.
The following named persons have been nominated for election to the
Company's Board of Directors:
Name of Nominee Age Positions Held With The Company
--------------- --- -------------------------------
Richard F. Craven 55 Director of the Company.
John A. Collins 58 Director of the Company.
James W. Hansen 44 President, Treasurer and CEO
Chairman of the Board
The Board of Directors recommends a vote FOR each nominee.
Richard F. Craven has been a Director of the Company since 1992. He
holds a bachelor of science degree in business from the University of Minnesota.
Mr. Craven has been in the real estate and insurance business since 1965,
managing, owning and developing several business ventures. Mr. Craven is also a
Director of RSI, Inc.
John A. Collins has been a Director of the Company since 1992. He holds
a bachelors degree in liberal arts from Regis College in Denver, Colorado. From
1962 to 1981 Mr. Collins held various sales and sales management positions. In
1983, Mr. Collins founded Amcom Software, Inc. and is its President and Chief
Executive Officer.
James W. Hansen has been President, CEO, and Treasurer of the Company
since November 1996 and Chairman of the Board of Directors since May 29, 1997.
Mr. Hansen holds bachelor degrees in Physiology and Physics Education from the
University of Minnesota and an MBA in Finance from the University of St. Thomas.
From 1979 - 1983 Mr. Hansen was a teacher and management consultant. From 1983 -
1986 he was a Vice President of the Apache Corporation, a NYSE traded oil and
gas exploration company. From 1986 - 1992 he was a Senior Vice President and
General Manager of the pension division of Washington Square Capital, a
Reliastar Company, a NYSE traded financial services company. Since 1992 Mr.
Hansen has served as an investor, Director, President or Vice President of
several private companies in medical services and technology. He serves as a
Director of Medtox Scientific (AMEX) and UBIQ, Inc. and has taught in the MBA
program at the University of St. Thomas since 1984.
OTHER OFFICERS AND SIGNIFICANT EMPLOYEES
Jill R. Larson, age 32, has been Secretary of the Company since
February 1994, and has been the Business Manager of the Company since its
inception in July 1992 and was promoted to Vice President of Administration in
November 1996. Ms. Larson holds an associate of applied science degree in
business from Northland Community College and is currently enrolled in the
Business Management undergraduate program at Bethel College. From 1988 through
1992 she was Business Manager for Foundation Publishing which developed a
desktop publishing application and distributed other Macintosh software
applications.
There is no family relationship between any directors or officers of
the Company.
3
<PAGE>
BOARD MEETINGS AND COMMITTEES
James W. Hansen serves as Chairman of the Board of Directors of the
Company. The Board of Directors held a total of five (5) meetings during the
fiscal year ended December 31, 1998. Mr. Johnson attended fewer than
seventy-five (75%) percent of all such meetings of the Board of Directors and of
the committees, if any, upon which such Director served.
The Audit Committee consists of Messrs. Collins and Craven. The
principal functions of the Audit Committee are to recommend engagement of the
Company's independent public accountants, to consult with the accountants
concerning the scope of the audit, to review with them the results of their
examination, to review and approve any major accounting policy changes affecting
the Company and to review the Company's financial control procedures and
personnel. The Audit Committee held two (2) meetings during fiscal year 1998.
The Compensation Committee currently consists of Messrs. Collins and
Craven. The Compensation Committee held two (2) meetings during fiscal year
1998. The function of the Compensation Committee is to make salary, bonus and
compensation recommendations to the Board of Directors of the Company. The Board
of Directors of the Company has developed a compensation philosophy for all
employees. It is the Company's policy to have most employees serve as employees
at will with no employment contracts and to set base salaries at the midpoint of
a range determined by independent surveys for that position if the incumbent
fully meets the experience and skills necessary for success in that position.
Additional financial compensation is based on performance related to success
factors set by the Company's Board of Directors annually. In 1997 a profit
sharing plan was adopted by the Company's Board of Directors whereas an award
could be made to employees if the Company meets certain pretax return goals. No
payments are made under the plan until shareholders attain a 6% pretax operating
ROE. The plan then begins awarding increasing amounts based on pretax operating
ROE to a pool shared with all employees as shareholder returns increase. In 1998
an Employee Stock Purchase Plan was adopted by the Company's Board of Directors
whereas full-time employees are eligible to purchase shares of common stock on a
quarterly basis at the lesser of 85% of the fair market value on the beginning
or ending dates of the period.
Executives also participate in an additional plan based on annual
objectives of the Company similar to the profit sharing plan with amounts
ranging up to 50% of base compensation. Participants can be awarded qualified
employee stock options to recognize long term contributions to the Company. The
total pool of qualified options is limited to 10% of the Company's outstanding
securities.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation awarded to, earned by,
or paid for all services rendered to the Company by the Company's Chief
Executive Officer and the other most highly compensated executive officers whose
total compensation exceeded $100,000 at the fiscal year end, for services to the
Company in all capacities during the three fiscal years ended December 31, 1998.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
------------------- -----------------------------
Other Restricted Options/SARs
Name and Principal Fiscal Annual Stock No. of
Position Year Salary Bonus Compensation Awards Shares
- ------------------ ------ ------ ----- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
James Hansen 1998 $84,000(1) $0 $0 0 30,000(4)
President, Chairman, 1997 $85,462(1) $40,019(3) $0 0 50,000(5)
Chief Executive Officer 1996 $20,000(2) 0 $0 0 150,000(6)
& Treasurer
</TABLE>
(1) Includes compensation received as part of a consulting agreement see
"Employment Contracts and Compensatory Arrangements" and compensation
received as part of an employment agreement dated June 1, 1997 see also
"Employment Contracts and Compensatory Arrangements".
(2) Includes compensation received as part of a consulting agreement see
"Employment Contracts and Compensatory Arrangements" for the interim
period of November 1, 1996 to December 31, 1996.
(3) Includes a management bonus of $35,000 paid to The Hansen Company
(company wholly owned by Mr. Hansen) and an employee profit sharing
bonus of $5,019. Both earned for 1997, but not paid until January 1998.
(4) Includes qualified employee stock options granted that are vested and
exercisable over three years.
(5) Includes qualified stock options granted that were 100% vested and
exercisable on the date of the grant.
(6) Includes non-qualified stock options granted that were 100% vested and
exercisable on the date of the grant.
INDIVIDUAL OPTIONS
The following table sets forth certain information with respect to
individual options granted during 1998 by the Company's Chief Executive Officer
and the other most highly compensated executive officers whose total
compensation exceeded $100,000 at the fiscal year end.
Individual Option Grants
<TABLE>
<CAPTION>
Number % of Total
Options Options Granted
Name Granted to Employees(1) Exercise Price Expiration Date
---- ------- --------------- -------------- ---------------
<S> <C> <C> <C> <C>
James Hansen 30,000(2) 30% $1.50 January 28, 2008
</TABLE>
(1) During fiscal year 1998, options to acquire an aggregate of 99,500
shares of Common Stock were granted to employees.
(2) Includes qualified employee stock options granted that are vested over
three years from the date of grant.
5
<PAGE>
AGGREGATE OPTIONS EXERCISED AND HOLDINGS
The following table sets forth certain information with respect to
aggregate options exercised during 1998 and options held at the end of such year
by the Company's Chief Executive Officer and the other most highly compensated
executive officers whose total compensation exceeded $100,000 at the fiscal year
end.
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Option Values
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-The-Money Options
Shares Options at Fiscal Year End at December 31, 1998 (1)
Acquired on Value -------------------------- --------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James Hansen 0 0 200,000 30,000 $14,400 $0
</TABLE>
(1) Based on the December 31, 1998, closing bid price of the Company's
Common Stock of $0.906 per share.
COMPENSATION OF DIRECTORS
On June 3, 1994, the Company's Board of Directors authorized payment to
non-employee Directors of $50.00 per meeting. On May 29, 1997 the Company's
Board of Directors authorized an increase in payments to non-employee Directors
to $250.00 per meeting effective June 1, 1997 and an annual grant of 2,000
non-qualified options pursuant the Company's Nonqualified Stock Option Plan.
EMPLOYMENT CONTRACTS AND COMPENSATORY ARRANGEMENTS
In November of 1996 the Company entered into an agreement with The
Hansen Company and James W. Hansen its principal, to provide executive
leadership to the Company and to develop a strategic plan to optimize
shareholder value. The agreement called for a minimum three month commitment
ending February 15, 1997 and extended monthly thereafter at the mutual agreement
of both parties. James Hansen received 150,000 non-qualified options at an
exercise price of $0.8125 as an inducement to provide services to the Company
and The Hansen Company received a retainer of $8,000 per month for services of a
minimum of 24 hours per week as well as reimbursement of normal business
expenses. Mr. Hansen continued under this consulting agreement after the minimum
three month commitment until June 1, 1997. On June 1, 1997 the company entered
into a three year employment agreement with Mr. Hansen. The agreement calls for
a minimum monthly base salary of $5,000 as well as reimbursement of normal
business expenses. Mr. Hansen received 50,000 qualified employee stock options
at an exercise price of $1.00 per the employment agreement. The consulting
agreement between the Company and The Hansen Company has been terminated and a
consulting provision has been included in Mr. Hansen's employment agreement to
allow for consulting services and assistance as required by the Company for a
monthly retainer of $2,000 payable to The Hansen Company. Mr. Hansen was elected
Chairman of the Board of Directors at the annual meeting dated May 29, 1997.
In November of 1996 the Company entered into an agreement with Mr. Ward
Johnson, its founder and President, to retire from active management and as an
employee of the Company but to continue to provide advice and to serve as the
Chairman until the annual meeting. The agreement calls for a decreasing monthly
retainer over 17 months totaling $101,000. These payments may be offset by net
revenues earned by Mr. Johnson in his development activities of certain projects
abandoned by the Company, but continuing to be pursued by Mr. Johnson and new
investors.
At the sole discretion of the Company Mr. Johnson may receive an
additional payment from the Company if certain projects under his direction
become viable products for the Company and the Company retains a right of first
refusal on any related technologies developed by Mr. Johnson during the term of
his retainer.
6
<PAGE>
CERTAIN TRANSACTIONS
SALE OF REAL ESTATE IN ROTTERDAM
In 1994 the Company purchased a condominium in Rotterdam, The
Netherlands for $137,579, for use by Company sales representatives. From
September, 1994 through November 15, 1996, this condominium was occupied by Greg
Craven, a former sales representative of the Company who is also the adult son
of Richard F. Craven, a Director of the Company. Greg Craven is no longer
employed by the Company and the condominium was sold in April 1997.
NON QUALIFIED OPTIONS GRANTED
In May 1997 the Company granted on a one-time basis non qualified
options to purchase 20,000 shares of Common Stock to non-employee members of the
Board of Directors, Mr. Craven and Mr. Collins at an exercise price of $1.00
expiring on May 29, 2007. In May 1998 the Company granted on a one-time basis
non qualified options to purchase 2,000 shares of Common Stock to non-employee
members of the Board of Directors, Mr. Johnson, Mr. Craven and Mr. Collins at an
exercise price of $1.19 expiring on May 20, 2008.
WARRANT ADJUSTMENT
The Company had outstanding warrants to purchase an aggregate of
481,764 shares of Company common stock that were originally issued at exercise
prices of $1.50, $2.50, $2.65 and $2.80 per share. Such warrants contained
provisions for the adjustment of the purchase price and the number of shares
purchasable under the warrant in the event the Company subsequently issued
certain securities. As part of a settlement with a former employee, the Company
issued options to purchase common stock at an exercise price of $.6875 per
share. On April 28, 1997, the Company notified the holders of the adjustable
warrants that as a result of the issuance of the options, the purchase price for
shares of Company common stock under their warrants had adjusted down to $.6875
per share, and the number of shares of Company common stock purchasable under
their warrants proportionately increased, pursuant to the terms of their
respective warrants. Other outstanding warrants, issued at exercise prices of
$3.50 and $4.20 per share did not adjust. As a result of the adjustments, as of
April 28, 1997 the aggregate number of shares of Company common stock
purchasable under the adjusted warrants increased from 481,764 to 1,842,894, and
the aggregate number of shares of Company common stock purchasable under all
warrants outstanding increased from 819,264 to 2,180,394. Of the total adjusted
warrants, 404,137 were beneficially owned by Mr. Craven, Mr. Collins and Mr.
Johnson, members of the Board of Directors of the Company. Mr. Johnson, Mr.
Collins and Mr. Craven have exercised all 404,137 warrants that were
beneficially owned by the directors.
RELATED PARTIES
Mr. Collins and Mr. Johnson, Directors of the Company, have adult sons
employed at the Company. Mr. Collin's adult son, Sean Collins is the Company's
Director of Sales and Mr. Johnson's adult son, Christian Johnson is the
Company's Internet and PC Division's Business Development Coordinator.
Mr. Johnson, a Director of the Company, is the Director of a current
supplier of the Company, Production Technologies. The Company has used
Production Technologies services to stuff circuit boards with components. Net
purchases by the Company from Production Technologies totaled approximately
$234,000 and $130,000 during fiscal year 1998 and 1997 respectively.
During 1998, the Company purchased 86,231 shares of the Company's
common stock in a private transaction from Mr. Johnson, a director of the
Company. The shares were purchased as part of the Company's Board of Directors
authorization to buy back up to 1,200,000 shares of the Company's common stock.
The shares were retired after purchase.
COMPLIANCE OF OFFICERS AND DIRECTORS WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Directors and executive officers, and persons who own more than ten
percent (10%) of a registered class of the Company's equity securities, to file
reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the
Securities and Exchange Commission (the "SEC") and the National Association of
Security Dealers, Inc. Such officers, directors and ten percent (10%)
shareholders are also required by SEC rules to furnish the Company with copies
of all section 16(a) forms that they file.
7
<PAGE>
Based solely on its review of copies of such reports received or
written representations from certain reporting persons, the Company believes
that, during the fiscal year ended December 31, 1998, all Section 16(a) filing
requirements applicable to its officers, directors and ten percent (10%)
shareholders were complied with.
OTHER MATTERS
The Company knows of no other matters to be submitted at the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed Proxy to vote the shares they
represent according to their best judgment.
It is important that your shares be represented at the Annual Meeting,
regardless of the number of shares which you hold. You are, therefore, urged to
execute and return the accompanying Proxy in the envelope which has been
enclosed, at your earliest convenience.
THE BOARD OF DIRECTORS
Dated: March 31, 1999
8
<PAGE>
VIDEOLABS, INC.
ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, MAY 19, 1999
3:00 P.M.
THE METROPOLITAN
5418 WAYZATA BLVD.
MINNEAPOLIS, MN 55416
- --------------------------------------------------------------------------------
VIDEOLABS, INC.
5960 GOLDEN HILLS DR., GOLDEN VALLEY, MN 55416 PROXY
- --------------------------------------------------------------------------------
The undersigned, having duly received the Notice of Annual Meeting and Proxy
Statement dated March 31, 1999, hereby appoints James W. Hansen and Jill R.
Larson proxies (each with the power to act alone and with the power of
substitution and revocation), to represent the undersigned and to vote, as
designated below, all common shares of VideoLabs, Inc. which the undersigned is
entitled to vote at the annual meeting of shareholders of VideoLabs, Inc., to
be held at 3:00 pm on Wednesday, May 19, 1999, at The Metropolitan, 5418
Wayzata Blvd., Minneapolis, Minnesota, and any adjournment thereof.
SEE REVERSE FOR VOTING INSTRUCTIONS.
<PAGE>
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to VideoLabs, Inc. c/o Shareowner Services-, P.O.
Box 64873, St. Paul, MN 55164-0873.
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
<TABLE>
<S> <C>
1. Election of directors: 01 Richard F. Craven [ ] Vote FOR [ ] Vote WITHHELD
02 John Collins all nominees from all nominees
03 James W. Hansen
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY ________________________________________________
INDICATED NOMINEE, WRITE THE NUMBER(S) OF THE | |
NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.) |________________________________________________|
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR ALL DIRECTORS NAMED IN ITEM 1.
Address Change? Mark Box [ ] Dated: _________________________, 1999.
Indicate changes below:
________________________________________________
| |
|________________________________________________|
Signature(s) in Box
Sign exactly as your name appears below, in the case
of joint tenancy, both joint tenants must sign;
fiduciaries please indicate title and authority.
</TABLE>
