<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 [ ]
[ ] 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
SPORT-HALEY, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than 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 securities to which transaction applies:
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2) Aggregate number 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 0-11:1 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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4) Proposed maximum aggregate value of transaction:
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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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
[LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 18, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Sport-Haley, Inc. will be held at the Renaissance Denver Hotel, 3801 Quebec
Street, Denver, Colorado on Friday, February 18, 2000, at 4:00 p.m., Mountain
Time, and thereafter as it may from time to time be adjourned, for the
following purposes:
1. To elect six directors to hold office for the term set forth
in the accompanying Proxy Statement and until their successors
shall have been duly elected and qualified;
2. To ratify the appointment of Levine Hughes & Mithuen, Inc. as
independent auditors; and
3. To consider and transact such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on December
16, 1999, as the record date for the determination of shareholders entitled
to notice of and to vote at this meeting or any adjournment thereof.
By Order of the Board of Directors,
December 21, 1999 /s/ Patrick W. Hurley
--------------------------------------
Patrick W. Hurley, Corporate Secretary
IMPORTANT
PLEASE MARK, DATE, SIGN, NOTE ANY CHANGE OF ADDRESS AND RETURN THE ENCLOSED
PROXY CARD IMMEDIATELY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE
IS NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, WE
WILL BE GLAD TO RETURN YOUR PROXY SO THAT YOU MAY VOTE IN PERSON.
<PAGE>
SPORT-HALEY, INC.
4600 E. 48TH AVENUE
DENVER, COLORADO 80216
PROXY STATEMENT
RELATING TO THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD FEBRUARY 18, 2000
GENERAL
The enclosed proxy is solicited by the Board of Directors of
Sport-Haley, Inc. (hereinafter referred to as the "Company") for use at the
Annual Meeting of Shareholders to be held at the Renaissance Denver Hotel,
3801 Quebec Street, Denver, Colorado on Friday, February 18, 2000, at 4:00
p.m., Mountain Time, for the purposes set forth in the foregoing Notice of
Annual Meeting of Shareholders. This Proxy Statement and the form of proxy
will be mailed to shareholders on or about December 21, 1999.
The record date with respect to this solicitation is December 16,
1999. All holders of record of Common Stock of Sport-Haley, Inc. as of the
close of business on that date are entitled to vote at the meeting. As of the
record date, the Company had 3,727,052 shares of Common Stock outstanding,
excluding treasury shares. Each share of Common Stock is entitled to one
vote. A majority of the votes entitled to be cast constitutes a quorum. If a
quorum exists, action on any matter other than the election of directors will
be approved if the votes cast in person or by proxy at the meeting favoring
the action exceed the votes cast opposing the action. In the election of
directors, that number of candidates equaling the number of directors to be
elected having the highest number of votes cast in favor of their election
will be elected. Abstentions and broker non-votes are not counted in the
calculation of the vote.
A proxy may be revoked by the shareholder at any time prior to its
being voted. If a proxy is properly signed and is not revoked by the
shareholder, the shares it represents will be voted at the meeting in
accordance with the instructions of the shareholder, unless it is received in
such form as to render it invalid. If the proxy is signed and returned
without specifying choices, the shares will be voted in accordance with the
recommendations of the Board of Directors.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual shareholders are held confidential by the Company. Such
documents are available for examination only by the inspectors of election,
none of whom is an employee of the Company, and certain employees associated
with tabulation of the vote. The identity of the vote of any shareholder is
not disclosed except as may be necessary to meet legal requirements.
The cost of this solicitation will be borne by the Company.
Employees and directors of the Company may solicit proxies but will not
receive any additional compensation for such solicitation. Proxies may be
solicited personally or by mail, facsimile, telephone or telegraph.
<PAGE>
I. ELECTION OF DIRECTORS
Information concerning the six nominees for election as directors is
shown below. All nominees are now members of the Board of Directors. The
Board of Directors knows of no reason why any nominee would be unable to
serve as a director. If any nominee should for any reason become unable to
serve, the shares represented by all valid proxies will be voted for the
election of such other person as the Board of Directors may designate or the
Board of Directors may reduce the number of directors to eliminate the
vacancy.
<TABLE>
<CAPTION>
NAME AGE CAPACITIES IN WHICH SERVED
---- --- --------------------------
<S> <C> <C>
Robert G. Tomlinson(1) 58 Chairman of the Board and Chief Executive Officer
Robert W. Haley 54 President and Director
Kevin M. Tomlinson 40 Executive Vice President, Chief Operating Officer
and Director
Mark J. Stevenson(1)(2) 61 Director
Ronald J. Norick(2) 58 Director
James H. Everest(1)(2) 51 Director
</TABLE>
- ---------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
ROBERT G. TOMLINSON has served as Chairman of the Board and Chief
Executive Officer of the Company since October 1992. Since March 1998, he has
also served as a director of B & L Sportswear, Inc. (the "Subsidiary"). Prior
to joining the Company, Mr. Tomlinson was a partner in Tomlinson Enterprises,
a real estate investment partnership, and also engaged in management of his
personal investment portfolio. Mr. Tomlinson is the father of Kevin
Tomlinson, a director and the Executive Vice President and Chief Operating
Officer of the Company.
ROBERT W. HALEY has served as President and a director of the
Company since May 30, 1996. From January 1992 until his appointment to such
positions, he served as Vice President of Marketing of the Company. Prior to
joining the Company, Mr. Haley served in various marketing positions for golf
apparel manufacturers. Mr. Haley is a Class A PGA professional golfer with
over 25 years of experience in the golf industry.
KEVIN M. TOMLINSON has served as Executive Vice President and Chief
Operating Officer since January 1999 and was appointed to the Board of
Directors in November 1999. He also serves as a director and
Secretary/Treasurer of the Subsidiary. Mr. Tomlinson joined the Company in
December 1997 as Vice President of Operations. From 1992 until joining the
Company, Mr. Tomlinson was employed by Nu-Kote International, Inc., an office
products manufacturer and distributor, in capacities including vice president
of product marketing, vice president of marketing, vice president of global
procurement and vice president of retail sales. Mr. Tomlinson is the son of
Robert G. Tomlinson, the Chairman and Chief Executive Officer of the Company.
MARK J. STEVENSON has been a director of the Company since November
1993. Mr. Stevenson served as chairman of the board, president and chief
executive officer of Electronic Manufacturing Systems, Longmont, Colorado, a
contract manufacturer serving the computer, data storage, telecommunications
and medical equipment industries, from June 1, 1994 until that company was
merged into E-M-Solutions in
2
<PAGE>
January 1999. At that time he was appointed Executive Chairman and Chairman
of the Board of the successor company, in which position he currently serves.
From 1992 to 1994, Mr. Stevenson served as chairman of the board of Micro
Insurance Software, Inc., Boulder, Colorado, a manufacturer of computer
software oriented to the insurance industry. He currently serves as Chairman
of the American Electronics Association, the nation's largest high technology
trade association.
RONALD J. NORICK has been a director of the Company since November
1993. From April 1987 until April 1998, Mr. Norick served as the elected
Mayor of the City of Oklahoma City, Oklahoma. From 1960 to 1992, Mr. Norick
served in various capacities, including, from 1981 to 1992, serving as
president of a closely-held printing company which was acquired by Reynolds &
Reynolds in June 1992. Mr. Norick serves on a number of civic, community,
educational, corporate and public boards, commissions and committees. Mr.
Norick also serves as manager of Norick Investments Company LLC, a
family-owned limited liability company which is engaged in investments.
JAMES H. EVEREST has been a director of the Company since November
1993. Mr. Everest has served as president of the Jean I. Everest Foundation,
Oklahoma City, Oklahoma, since 1991. The Jean I. Everest Foundation was
organized by Mr. Everest's father to conduct charitable activities. Mr.
Everest has been the managing partner of Everest Brothers, a general
partnership active in oil and gas exploration and development, since 1984.
Mr. Everest has also been engaged in managing his personal investments since
1984. Mr. Everest is a member of the Oklahoma Bar Association and the
American Bar Association and serves in a number of capacities for various
civic and community organizations.
COMMITTEES OF THE BOARD
The Board of Directors has delegated certain of its authority to a
Compensation Committee and an Audit Committee. The Compensation Committee is
composed of Messrs. Stevenson, Norick and Everest. The Audit Committee is
composed of Messrs. Tomlinson, Stevenson and Everest. No member of either
committee is a former or current officer or employee of the Company with the
exception of Mr. Tomlinson.
The Compensation Committee held one meeting in fiscal 1999. The
primary function of the Compensation Committee is to review and make
recommendations to the Board with respect to the compensation, including
bonuses, of the Company's officers and to administer the Company's Option
Plan. See "- Compensation Committee Report."
The Audit Committee had one formal meetings in fiscal 1999. The
function of the Audit Committee is to review and approve the scope of audit
procedures employed by the Company's independent auditors, to review and
approve the audit reports rendered by the Company's independent auditors and
to approve the audit fee charged by the independent auditors. The Audit
Committee reports to the Board of Directors with respect to such matters and
recommends the selection of independent auditors.
BOARD AND COMMITTEE ATTENDANCE
In fiscal 1999, the Board of Directors held two formal meetings.
Messrs. Haley and Stevenson attended one of the two meetings and each other
director attended all board and committee meetings held during fiscal 1999.
EXECUTIVE OFFICERS AND KEY EMPLOYEES
Officers are appointed by and serve at the discretion of the Board
of Directors. Each of the Company's officers devote full-time to the
Company's business and affairs.
3
<PAGE>
PATRICK W. HURLEY, age 47, has served as Controller of the Company
since October 1999. From 1992 until joining the Company, he was employed as
Senior Staff Accountant at Saltzman Hamma Nelson Massaro LLP, an accounting
firm located in Denver, Colorado.
CATHERINE B. BLAIR, age 48, has served as Vice President of
Merchandising/Design since her appointment in May 1996. Ms. Blair has been
part of the Company's design team since 1992, and was appointed Director of
Design in 1995. Prior to joining Sport-Haley, she was a designer for a
golfwear company and also worked as a freelance designer for companies such
as Macy's, Bloomingdale's, Ann Taylor and The Gap.
WILLIAM L. BLAIR, age 57, has served as Vice President of Corporate
Sales since March 1998. From September 1996 until joining the Company, Mr.
Blair was director of marketing for the Activewear Division of Fruit of the
Loom. From 1992 to 1996, Mr. Blair was a director of and consultant to
Osterman API, Inc., a promotional product company.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth the
annual and long-term compensation for services in all capacities to
Sport-Haley for the three fiscal years ended June 30, 1999 of Robert G.
Tomlinson, Chief Executive Officer, Robert W. Haley, President, and William
L. Blair, Vice President-Corporate Sales, the only executive officers of
Sport-Haley whose total annual salary and bonus exceeded $100,000 during the
year ended June 30, 1999 (the "Named Officers").
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION ----------------------
FISCAL ------------------------- SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS/SARS(#) COMPENSATION
- --------------------------- ------ ----------- ---------- --------------------- -------------
<S> <C> <C> <C> <C> <C>
Robert G. Tomlinson, 1999 $ 202,692 -0- -0- $ 1,022 (1)
Chairman of the Board and 1998 218,219 $ 22,000 30,000 1,022 (1)
Chief Executive Officer 1997 192,726 45,000 30,000 796 (1)
Robert W. Haley, 1999 $ 171,154 -0- -0- $ 1,022 (1)
President 1998 170,571 $ 15,000 20,001 1,022 (1)
1997 154,164 36,000 30,000 664 (1)
William L. Blair, 1999 $ 114,461 -0- -0- $ 138 (2)
Vice President-Corporate Sales 1998 34,615 (3) -0- 20,000 46
</TABLE>
- -------------------
(1) Comprised of contributions by Sport-Haley to the Named Officer's 401(k)
plan and $138 per year per each Named Officer for term life insurance
premiums.
(2) Comprised solely of $138 per year for term life insurance premiums.
(3) Mr. Blair was first employed by Sport-Haley as an executive officer in
March 1998. Accordingly, compensation in fiscal 1998 was paid only for a
four month period.
OPTION/SAR GRANTS TABLE. The following table sets forth information
on grants of options pursuant to the Sport-Haley 1993 Stock Option Plan, as
amended, during fiscal 1999 to the Named Officers. In accordance with the
applicable regulations of the Securities and Exchange Commission, options
previously granted to the Named Officers which were repriced during fiscal
1999 are reflected as new grants in fiscal 1999.
4
<PAGE>
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
------------------------------------------------------------------------------ ---------------------------
NUMBER OF SECURITIES PERCENT OF TOTAL EXERCISE OR
UNDERLYING OPTIONS/ OPTIONS/SARS GRANTED TO BASE PRICE EXPIRATION
NAME SARS GRANTED(2)(3) EMPLOYEES IN FISCAL YEAR(4) ($/SHARE)(5) DATE 5% ($) 10% ($)
- ------------------- -------------------- --------------------------- ------------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Tomlinson 30,000(6) 9.7% $8.625 2/14/07 $123,543 $295,905
30,000(7) 9.7 8.625 11/13/07 142,658 351,371
Robert W. Haley 30,000(6) 9.7 8.625 2/14/07 123,543 295,905
20,001(7) 6.4 8.625 11/13/07 95,110 234,259
William L. Blair -0-(8)
</TABLE>
- -------------------
(1) The hypothetical gains or "option spreads" that would exist for the
respective options are included in accordance with the rules of the
Securities and Exchange Commission. As mandated by the Securities and
Exchange Commission, these gains are based on the assumed rates of annual
compound stock price appreciation of 5% and 10% from the date the option
was granted over the full option term. They do not represent any assurance
that the shares of Common Stock will appreciate in value and do not
represent any estimated or projected future prices. The actual value, if
any, realized may be greater or less than the potential realizable value
set forth in the table. If the Common Stock does not appreciate, the Named
Officers will receive no benefit from the options.
(2) On October 13, 1998, the Compensation Committee authorized the cancellation
of certain options and replacement of those options with new options with
an exercise price equivalent to the fair market value of the Common Stock
on that date. No other changes to such options were made.
(3) All of the options owned by Mr. Tomlinson are currently exercisable or will
become exercisable within 60 days. One-third of each grant of Mr. Haley's
options become exercisable on the anniversary date of the respective grant
dates. Of the 50,001 options owned by Mr. Haley, 43,334 are currently
exercisable or will become exercisable within 60 days and the remaining
6,667 will become exercisable in November 2001.
(4) Options to purchase certain shares were repriced and the chart reflects
those as new grants in fiscal 1999.
(5) All of the options have an exercise price equal to at least 100% of the
fair market value of the underlying Common Stock on the date of grant.
(6) These options were originally issued February 14, 1997 with an exercise
price of $14.25 per share. The exercise price was changed on October 13,
1998 to $8.625 per share.
(7) These options were originally issued November 13, 1997 with an exercise
price of $10.625 per share. The exercise price was changed on October 13,
1998 to $8.625 per share.
(8) Mr. Blair was not granted any options in fiscal 1998 and his previously
granted options were not repriced.
TEN YEAR REPRICING TABLE. In October 13, 1998, the Compensation
Committee authorized the cancellation of certain options and replacement of
those option with new options with an exercise price equivalent to the fair
market value of the Common Stock on that date. No other changes to such
options were made. The following table provides certain information regarding
the repricing of options held by any person who has served as an executive
officer of Sport Haley since it became a reporting company in April 1994.
5
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SECURITIES MARKET PRICE OF EXERCISE PRICE NEW LENGTH OF ORIGINAL
UNDERLYING OPTIONS STOCK AT TIME AT TIME OF EXERCISE TERM REMAINING AT
NAME AND POSITION DATE REPRICED (#) OF REPRICING REPRICING PRICE DATE OF REPRICING
- ----------------- ---- -------------------- --------------- -------------- -------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Tomlinson, 10/13/98 30,000 $8.625 $14.250 $8.625 8 yrs., 4 mos.
Chairman and Chief 10/13/98 30,000 8.625 10.625 8.625 9 yrs., 1 mo.
Executive Officer
Robert W. Haley, 10/13/98 30,000 8.625 14.250 8.625 8 yrs., 4 mos.
President 10/13/98 20,001 8.625 10.625 8.625 9 yrs., 1 mo.
Kevin M. Tomlinson, 10/13/98 25,000 8.625 10.625 8.625 9 yrs., 1 mo.
Chief Operating Officer
Cathy Blair, VP of 10/13/98 5,000 8.625 12.750 8.625 7 yrs., 6 mos.
Merchandising/ Design 10/13/98 7,500 8.625 14.250 8.625 8 yrs., 4 mos.
</TABLE>
FISCAL YEAR-END OPTIONS/OPTION VALUES TABLE.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDER- VALUE OF UNEXERCISED IN-
LYING UNEXERCISED OPTIONS/ THE-MONEY OPTIONS/SARS
SHARES SARS AT FISCAL YEAR-END AT FISCAL YEAR-END($)(1)
ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert G. Tomlinson -0- -0- 50,000 10,000 -0- -0-
Robert W. Haley -0- -0- 26,667 23,334 -0- -0-
William L. Blair -0- -0- 6,667 13,333 -0- -0-
</TABLE>
- ---------------
(1) None of such options were "in-the money options" as the exercise price of
all such options exceeded the closing sale price of $4.813 on June 30,
1999.
No employee of Sport-Haley receives any additional compensation for his
services as a director. Non-management directors receive no salary for their
services as such, but receive a fee of $250 per meeting attended. The Board
of Directors has also authorized payment of reasonable travel or other
out-of-pocket expenses incurred by non-management directors in attending
meetings of the Board of Directors. During fiscal 1999, no non-employee
directors were granted any options.
EMPLOYMENT AGREEMENTS. Effective January 1, 1997, Sport-Haley entered
into an employment agreement with Mr. Robert G. Tomlinson. The agreement
requires that he devote his full business time to Sport-Haley as Chief
Executive Officer and/or Chairman of the Board at an annual salary of
$200,000, be provided an automobile and such bonuses as awarded by the Board
of Directors. The employment agreement extends for a three-year term. Mr.
Tomlinson has the option to convert the employment agreement to a consulting
agreement in the event of a change in control of Sport-Haley or upon his
resignation. Subject to the right of Sport-Haley to terminate the consulting
agreement for cause, Mr. Tomlinson is entitled to serve as a consultant to
Sport-Haley for the duration of the agreement and to continue to receive
compensation in the amount of 60% of his annual salary. If Mr. Tomlinson
terminates the agreement with "cause" (as defined in the agreement), or
Sport-Haley terminates the agreement for other than "cause" (as defined in
the agreement), or if there is a change in control of Sport-Haley or if Mr.
Tomlinson dies, Mr. Tomlinson or his estate, as applicable, is entitled to
receive severance compensation for three years from the date of termination
in an amount equal to his annual salary and bonus payments during the
preceding 12 months. During the time he is receiving such severance
compensation, he is entitled to participate in all employee benefit plans, at
Sport-Haley's expense. The change of control provisions and death benefits
entitle Mr. Tomlinson or his estate, as applicable, to receive such amount in
a lump sum. If Mr. Tomlinson becomes totally disabled during the term of the
agreement, his full salary will be continued for one year from the date
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<PAGE>
of disability. If termination is for any reason other than by Sport-Haley
with cause, all options previously granted shall become fully vested on the
date of termination. The agreement contains a non-competition provision for
one year following termination.
Effective January 1, 1997, Sport-Haley entered into an employment
agreement with Mr. Robert W. Haley. The agreement requires that he devote his
full business time to Sport-Haley as President or Senior Executive Officer at
an annual salary of $160,000 and such bonuses as awarded by the Board of
Directors. The employment agreement extended through December 31, 1998 and
was subsequently automatically renewed for an additional one year term. If
Sport-Haley terminates the agreement for other than "cause" (as defined in
the agreement), Mr. Haley is entitled to receive severance compensation for
one year from the date of termination in an amount equal to his annual salary
and bonus payment during the preceding 12 months. If Mr. Haley terminates the
agreement with or without cause, Mr. Haley is entitled to receive severance
compensation for one year in an amount equal to 60% of his annual salary and
bonus payment during the preceding 12 months. During the time he is receiving
any such severance compensation, he is eligible to participate in all
employee benefit plans, at Sport-Haley's expense. If there is a
non-negotiated change in control of Sport-Haley or if Mr. Haley dies, Mr.
Haley or his estate, as applicable, is entitled to lump sum severance
compensation equal to three times his annual salary and bonus payment during
the preceding 12 months. If Mr. Haley becomes disabled during the term of the
agreement, his full salary will be continued for one year from the date of
disability. If termination is for any reason other than by Sport-Haley with
cause, all options previously granted shall become fully vested on the date
of termination. The agreement contains a non-competition provision for one
year following termination.
Sport-Haley entered into an employment agreement with Mr. William Blair
effective March 2, 1998. The agreement requires that he devote his full
business time to Sport-Haley as Vice President of Corporate Sales at an
annual salary of $120,000 and such bonuses as awarded by the Board of
Directors. The employment agreement for Mr. Blair extends through March 1,
2001 and is by its terms automatically renews for one additional year unless
notice of termination is given by either party. If Sport-Haley terminates the
agreement for other than "cause" (as defined in the agreement) or if Mr.
Blair terminates the agreement with or without "cause", he is entitled to
receive severance compensation equal to six months' salary and 50% of the
last annual bonus. During the time he is receiving any such severance
compensation, he is eligible to participate in all employee benefit plans, at
Sport-Haley's expense. If there is a non-negotiated change in control of
Sport-Haley, he is entitled to lump sum severance compensation equal to three
times his annual salary and bonus payment during the preceding 12 months.
Options previously granted may become fully vested on the date of
termination, depending on the reason for termination. The agreement contains
a non-competition agreement for six months following termination, provided
Mr. Blair may be released from the non-compete if the agreement is terminated
without cause and he elects to forego any severance pay.
STOCK OPTION PLAN
Sport-Haley adopted a stock option plan in 1993 (as amended, the "Option
Plan"). The Option Plan, as amended, provides for the granting of incentive
stock options within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended, non-qualified stock options and stock appreciation
rights ("SARs"), up to a maximum number of 1,350,000 shares. Non-qualified
options may be granted to employees, directors and consultants of
Sport-Haley, while incentive options may be granted only to employees. No
options may be granted under the Option Plan subsequent to February 28, 2003.
The Option Plan is administered by the Compensation Committee of the
Board of Directors, which determines the terms and conditions of the options
and SARs granted under the Option Plan, including the exercise price, number
of shares subject to the option and the exercisability thereof.
7
<PAGE>
The exercise price of all incentive options granted under the Option
Plan must be at least equal to the fair market value of the Common Stock of
Sport-Haley on the date of grant. In the case of an optionee who owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of Sport-Haley, the exercise price of incentive options
shall be not less than 110% of the fair market value of the Common Stock on
the date of grant. The exercise price of all non-qualified stock options
granted under the Option Plan shall be determined by the Compensation
Committee, but shall not be less than 85% of the fair market value of the
Common Stock. The term of all non-qualified stock options granted under the
Option Plan may not exceed ten years and the term of all incentive options
may not exceed five years. The Option Plan may be amended or terminated by
the Board of Directors.
The Option Plan provides the Board of Directors or the Compensation
Committee the discretion to determine when options granted thereunder shall
become exercisable and the vesting period of such options. Upon termination
of a participant's employment or consulting relationship with Sport-Haley,
all unvested options terminate and are no longer exercisable. Vested options
shall remain exercisable for a specified period of time following the
termination date. The length of such extended exercise period generally
ranges from 30 days to one year, depending on the nature and circumstances of
the termination.
The Option Plan provides that, in the event Sport-Haley enters into an
agreement providing for the merger of Sport-Haley into another corporation or
the sale of substantially all of Sport-Haley's assets, any outstanding
unexercised option shall become exercisable at any time prior to the
effective date of such agreement. Upon the consummation of a merger or sale
of assets, such options shall terminate unless they are assumed or another
option is substituted therefor by the successor corporation.
As of June 30, 1999, a total of 402,214 non-qualified and incentive
options were outstanding, with exercise prices ranging from $2.50 to $10.63
per share and a weighted average exercise price per share of $8.25.
401(k) PLAN
In January 1996, Sport-Haley adopted a defined contribution savings plan
(the "401(k) Plan") to provide retirement income to employees of Sport-Haley.
The 401(k) Plan is intended to be qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended. The 401(k) Plan covers all
employees who are at least age 18 and have been employed at least three
months. It is funded by voluntary pre-tax contributions from employees up to
a maximum amount equal to 15% of annual compensation and through matching
contributions by Sport-Haley up to 5% of the employee's annual compensation.
Upon leaving Sport-Haley, each participant is 100% vested with respect to the
participant's contributions and is vested based on years of service with
respect to Sport-Haley's matching contributions. Contributions are invested
as directed by the participant in investment funds available under the 401(k)
Plan. Full retirement benefits are payable to each participant in a single
cash payment or an actuarial equivalent form of annuity on the first day of
the month following the participant's retirement.
COMPENSATION COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the
previous filings made by Sport-Haley under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including, but not limited to, this Report on
Form 10-K, in whole or in part, the following Compensation Committee Report
shall not be deemed to be "filed" with the Securities and Exchange Commission
nor shall it be incorporated by reference into any such future filings.
8
<PAGE>
This Compensation Committee Report discusses Sport-Haley's executive
compensation policies and the basis for the compensation paid to
Sport-Haley's executive officers, including its Chief Executive Officer,
during fiscal 1999.
COMPENSATION POLICY. Sport-Haley's policy with respect to executive
compensation has been designed to:
- Adequately and fairly compensate executive officers in relation to
their responsibilities, capabilities and contributions to
Sport-Haley in a manner that is commensurate with compensation
paid by companies of comparable size or within the golf apparel
industry;
- Reward executive officers for the achievement of short-term
operating goals and for the enhancement of the long-term value of
Sport-Haley; and
- Align the interests of the executive officers with those of
Sport-Haley's shareholders.
The components of compensation paid to certain executive officers
consist of (a) base salary, (b) incentive compensation in the form of
discretionary annual bonus payments, (c) long-term incentive compensation in
the form of awards under Sport-Haley's Option Plan, and (d) various other
benefits.
BASE SALARY. For fiscal 1999, the Compensation Committee reviewed the
base salary paid by Sport-Haley to its executive officers under their
respective employment agreements. Annual adjustments to base salaries, if
any, are determined based upon a number of factors, including Sport-Haley's
performance (to the extent such performance can fairly be attributed or
related to each executive officer's performance), as well as the value of
each executive officer's responsibilities, capabilities and contributions and
internal compensation equity considerations. In addition, for fiscal 1999,
the Compensation Committee reviewed the base salaries of its executive
officers in an attempt to ascertain whether those salaries fairly reflect job
responsibilities and prevailing market conditions and rates of pay. The
Compensation Committee believes that base salaries for Sport-Haley's
executive officers have been reasonable in relation to its size and
performance in comparison with the compensation paid by similarly sized
companies or companies within the golf apparel industry. The Compensation
Committee did not increase the base pay of any executive officer in fiscal
1999, except for one officer whose job responsibilities were changed. Due to
slow sales and the desire to reduce corporate overhead and manage expenses,
all of the executive officers of Sport-Haley voluntarily chose to forgo
receipt of a portion of their base pay from January 1, 1999 through June 30,
1999. Those voluntary reductions ranged from 10% to 25% of their base pay.
INCENTIVE CASH BONUS COMPENSATION. The Compensation Committee feels that
a relatively lower level of base salary and relatively higher level of
incentive compensation, in the form of bonuses and grants of options, most
effectively aligns the interests of management with that of shareholders. It
also believes that its policy regarding incentive compensation is similar to
policies of other companies of comparable size within the golf apparel
industry. The decision on whether to award incentive cash bonus compensation
is based on a combination of achievement of business targets and objectives
and certain other financial measures which the Compensation Committee feels
will dictate, in large part, Sport-Haley's future operating results, and on
an officer's responsibilities, capabilities and contribution to Sport-Haley.
There is no formal written bonus incentive plan for executive officers,
although certain executive officers' employment agreements provide that the
executive is eligible for a discretionary bonus of up to a specified
percentage of his or her base salary. Although all of the executive officers'
contributions were noted and commended, the Compensation Committee did not
award any incentive cash bonuses to any of the executive officers because it
did not believe that such bonuses were merited in view of the significant
slow down in growth of Sport-Haley in fiscal 1999.
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<PAGE>
LONG-TERM INCENTIVE (OPTION) COMPENSATION. The Compensation
Committee also has authority to select the executive officers and employees
who will be granted options and other awards and to determine the timing,
pricing and amount of any such options or awards. As stated above, the
Compensation Committee believes that incentive compensation, in the form of
bonuses and grants of options, most effectively aligns the interests of
management with that of shareholders. The Compensation Committee's only award
of options in fiscal 1999 was to an executive who assumed additional job
responsibilities. However, following a sustained drop in the price of
Sport-Haley's Common Stock, the Compensation Committee became concerned with
the effect of the price drop on employees and officers holding stock options
granted in prior years with higher and, in many cases, significantly higher,
exercise prices. Despite Sport-Haley's historic results of operations, its
stock price decreased substantially in the latter part of 1998. The
Compensation Committee attributed the drop in price to general conditions in
the small cap market and market perceptions concerning the golf attire
industry in general, as well as announcements about lower sales and earnings.
In response, in October 1998, the Compensation Committee approved the
cancellation of certain options with higher exercise prices and replaced such
options with new options with an exercise price equivalent to the fair market
value of the date of grant. This action was motivated by the desire to retain
talented employees and executives in light of the loss of incentive value
represented by stock options with considerably higher exercise prices than
the prevailing market price in a competitive environment for qualified
employees and executives. The Committee concluded that repricing
out-of-the-money options was advisable in order to retain and motivate its
employees and management The Compensation Committee also believed that the
downward pressure on Sport-Haley's stock price was primarily a result of
external factors beyond management's control.
OTHER BENEFITS. Executive officers are eligible for various
benefits, including health and welfare plans generally available to all
full-time employees. In addition, the executive officers are eligible to
participate in the 401(k) Plan, also generally available to all employees,
whereby they may elect to defer part or all of their base and incentive cash
compensation, with matching contributions from Sport-Haley. Sport-Haley does
not maintain any other plans and arrangements for the benefit of its
executive officers except to provide a life insurance policy for the benefit
of certain executive officers' named beneficiaries and a vehicle for its
Chief Executive Officer. The Compensation Committee believes these benefits
are reasonable in relation to the executive compensation practices of other
similarly sized companies or companies within the golf apparel industry.
TAX CONSIDERATIONS. Beginning in 1994, the Internal Revenue Code
limited the federal income tax deductibility of compensation paid to a
company's chief executive officer and to each of the four most highly
compensated executive officers. For this purpose, compensation can include,
in addition to cash compensation, the difference between the exercise price
of stock options and the value of the underlying stock on the date of
exercise. A company may deduct compensation with respect to any of these
individuals only to the extent that during any fiscal year such compensation
does not exceed $1 million or meets certain other conditions (such as
shareholder approval). Considering current compensation plans and policy and
the exercise price of currently outstanding stock options held by the
executive officers, the Compensation Committee believes that, for the near
future, there is little risk that Sport-Haley will lose any significant tax
deduction relating to executive compensation. At such time, if any, that the
deductibility of executive compensation becomes an issue, modifications to
compensation plans and policies will be considered by the Compensation
Committee.
CEO COMPENSATION. In reviewing the Chairman and Chief Executive
Officer's compensation package, the Committee pursues the same objectives
which apply for other executive officers. The overall goal is to base the
Chairman and Chief Executive Officer's salary at a base comparable to those
of persons employed in similar capacities with competitors that are similar
in industry size and performance. However, the actual level approved by the
Committee may be higher or lower based upon the Committee's subjective
10
<PAGE>
evaluation of the annual and long-term performance of Sport-Haley, the
individual performance of the Chairman and Chief Executive Officer
particularly with respect to leadership and strategic vision, and the cash
resources and needs of Sport-Haley. The Committee believes that Mr.
Tomlinson's leadership has been essential in growing Sport-Haley's revenues
almost seven fold from 1994 to 1999. The Compensation Committee noted that
Mr. Tomlinson had made a voluntary decision to reduce his base salary and
commended that action as a demonstration of his continued leadership and
administration of resources. In fiscal 1999, raises or cash bonuses were
awarded to Mr. Tomlinson and no new options were granted to him, but all
60,000 of his existing options were repriced. Mr. Tomlinson's voluntary
reduction in his salary has continued into fiscal 2000 and he is currently
being paid at an annual rate of $170,000, rather than the $220,000 to which
he is entitled under his employment agreement.
The Compensation Committee believes that the concepts discussed
above further the shareholders' interests and that officer compensation
encourages responsible management of Sport-Haley. The Compensation Committee
considers the effect of management compensation on shareholder interests. In
the past, the Board of Directors based its review in part on the experience
of its own members and on information requested from management personnel.
These same factors will be used in the future in determining officer
compensation.
This report was furnished by Mark J. Stevenson, Ronald J. Norick and
James H. Everest, all of the members of the Compensation Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
All of the Compensation Committee members are independent directors
of Sport-Haley. None of these members have ever been an officer or employee
of Sport-Haley or its Subsidiary nor have any of them had a relationship
which would require disclosure under the "Certain Relationship and Related
Transactions" captions of any of Sport-Haley's filings with the Commission
during the past three fiscal years.
PERFORMANCE GRAPH
Notwithstanding anything to the contrary set forth in any of the
previous filings made by Sport-Haley under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including, but not limited to, this Report on
Form 10-K, in whole or in part, the following performance graph shall not be
deemed to be incorporated by reference into any such future filings.
Set forth below is a line graph prepared by Media General Financial
Services comparing the yearly percentage change in Sport-Haley's cumulative
total shareholder return (share price appreciation plus dividends) on
Sport-Haley's Common Stock with the cumulative total return of (i) a Nasdaq
Market Index and (ii) the stocks of apparel manufacturers having Standard
Industrial Classification codes from industry group numbers 231 through 235,
which is deemed as a market weighted index of publicly traded peers, for the
period from June 30, 1994 through June 30, 1999 (the "Measurement Period").
The graph assumes that $100 is invested in each of Sport Haley's Common
Stock, the Nasdaq Market Index and the publicly traded peers on June 30, 1994
and that all dividends were reinvested (there were no dividends paid by
Sport-Haley during the Measurement Period). Sport-Haley's shareholder return
is calculated by dividing (i) the difference between Sport-Haley's share
price at June 30, 1994 and at each June 30 of the Measurement Period by (ii)
the share price at the beginning of the Measurement Period.
11
<PAGE>
<TABLE>
<CAPTION>
FISCAL YEAR ENDING JUNE 30,
----------------------------------------------------------
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sport-Haley, Inc. 100.00 145.10 229.41 262.75 205.88 75.49
Industry Peer Group Index 100.00 101.64 141.28 166.47 197.85 177.83
Nasdaq Market Index 100.00 117.28 147.64 177.85 235.75 330.37
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
beneficial ownership of Sport-Haley's Common Stock as of December 16, 1999
by (i) each person known by Sport-Haley to own beneficially more than 5% of
the outstanding Common Stock, (ii) each director or nominee, and (iii) all
executive officers and directors as a group. The information with respect to
institutional investors is derived solely from statements filed with the
Commission under Section 13(d) of the Securities Exchange Act. Each person
has sole voting and sole investment or dispositive power with respect to the
shares shown except as noted.
<TABLE>
<CAPTION>
SHAREHOLDINGS ON DECEMBER 16, 1999
-----------------------------------------
NAME AND ADDRESS (1) NUMBER OF SHARES PERCENT OF CLASS (2)
- ------------------------------- ---------------- --------------------
<S> <C> <C>
Robert G. Tomlinson(3).................................................. 113,000 3.0%
Robert W. Haley(4)...................................................... 64,950 1.7
Catherine Blair(5)...................................................... 20,000 *
Kevin M. Tomlinson(6)................................................... 45,000 1.2
William L. Blair(6)..................................................... 6,667 *
Mark J. Stevenson(6).................................................... 25,000 *
Ronald J. Norick(7)..................................................... 63,117 1.7
James H. Everest(8)..................................................... 65,000 1.7
U.S. Bancorp(9)......................................................... 382,620 10.3
601 Second Avenue South, Minneapolis, Minnesota 55402
Delaware Management Holdings, Inc....................................... 236,900 6.4
2005 Market Street, Philadelphia, Pennsylvania 19103
Catalyst Master Fund, L.P.(10).......................................... 340,785 9.3
C/0 W.S. Walker & Co., Walker House, Mary Street, P.O. Box
265GT, George Town, Grand Cayman, Cayman Islands
Newcastle Partners, L.P.(10)............................................ 345,785 9.3
4020 Windsor Avenue, Dallas, Texas 75205
All directors and officers as a group
(Nine persons)(11)...................................................... 402,734 10.1
</TABLE>
12
<PAGE>
- -------------------
* Less than 1%
(1) Except as noted above, the address for all persons listed is 4600 E. 48th
Avenue, Denver, Colorado 80216.
(2) All percentages are calculated based on the number of outstanding shares in
addition to shares which a person or group has the right to acquire within
60 days of December 21, 1999.
(3) Includes 60,000 shares subject to currently exercisable options or options
which will become exercisable within 60 days after the date hereof
(4) Includes 43,334 shares subject to currently exercisable options or options
which will become exercisable within 60 days after the date hereof.
(5) Includes 17,500 shares subject to currently exercisable options or options
which will become exercisable within 60 days after the date hereof.
(6) Consists solely of shares subject to currently exercisable options or
options which will become exercisable within 60 days after the date hereof
(7) Includes 33,333 shares subject to currently exercisable options or options
which will become exercisable within 60 days after the date hereof.
(8) Includes 25,000 shares subject to currently exercisable options or options
which will become exercisable within 60 days after the date hereof.
(9) U.S. Bancorp is a parent holding company which beneficially owns shares
owned of record by The Regional Equity Fund, a mutual fund of the First
American Investment Funds, Inc., an open-end investment company.
(10) Catalyst Master Fund, L.P. has sole voting power and sole dispositive power
over 340,785 of the shares shown and Newcastle Partners, L.P. has sole
voting power and sole dispositive power over 5,000 of the shares. Newcastle
Partners, L.P. may be deemed to be related to Catalyst Master Fund, L.P.
and thereby beneficially owns the 340,785 shares owned by Catalyst Master
Fund, L.P.
(11) Includes 255,834 shares of Common Stock subject to currently exercisable
options or options which will become exercisable within 60 days after the
date hereof. Excludes shares of Common Stock as to which officers and
directors disclaim beneficial ownership.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED AND RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE DIRECTOR NOMINEES IDENTIFIED ABOVE.
II. SELECTION OF AUDITORS
The firm of Levine Hughes & Mithuen, Inc. has examined the financial
statements of the Company for the period from July 1, 1993 to June 30, 1999.
Subject to shareholder approval, Levine Hughes & Mithuen, Inc. will serve as
the Company's independent auditors for the fiscal year ending June 30, 2000,
the second year of a three year contract. Representatives of Levine Hughes &
Mithuen, Inc. are expected to be present at the Annual Meeting with the
opportunity to make a statement if it is their desire to do so, and will be
available to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF LEVINE
HUGHES & MITHUEN, INC. AS INDEPENDENT AUDITORS FOR THE COMPANY.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Under the securities laws of the United States, Sport-Haley's
directors, its executive officers, and any persons holding more than ten
percent of its Common Stock are required to report their initial ownership of
Common Stock and other equity securities and any subsequent changes in that
ownership to the Securities and Exchange Commission and Sport-Haley. Specific
due dates for these reports have been established and Sport-Haley is required
to disclose in this annual report on Form 10-K any failure to file, or late
filing, of such reports with respect to the period ended June 30, 1999. Based
solely on Sport-Haley's review of the reports furnished to Sport-Haley and
written representations that no other reports were required during fiscal
13
<PAGE>
1999, Sport-Haley's officers, directors and beneficial owners of more than
ten percent of its Common Stock complied with all Section 16(a) filing
requirements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Sport-Haley has adopted a policy pursuant to which material
transactions between Sport-Haley and its executive officers, directors and
principal shareholders (i.e. shareholders owning beneficially 5% or more of
the outstanding voting securities of Sport-Haley) shall be submitted to the
Board of Directors for approval by a disinterested majority of the directors
voting with respect to the transaction. For this purpose, a transaction is
deemed material if such transaction, alone or together with a series of
similar transactions during the same fiscal year, involves an amount which
exceeds $60,000. No such transactions occurred in fiscal 1999.
ANNUAL REPORT
The Annual Report to Shareholders for the fiscal year ended June 30,
1999 is being sent to all shareholders with this Proxy Statement. The Annual
Report to Shareholders does not form any part of the material for the
solicitation of any Proxy. The Annual Report to Shareholders contains the
Company's Annual Report on Form 10-K for the year ended June 30, 1999 as
filed with the Securities and Exchange Commission. An additional copy,
without exhibits, is available without charge to any shareholder of the
Company upon written request to the Secretary, Sport-Haley, Inc., 4600 E.
48th Avenue, Denver, Colorado 80216.
SHAREHOLDER PROPOSALS
Shareholders who intend to submit proposals for inclusion in the Proxy
Statement relating to the year ending June 30, 2000 must do so by sending the
proposal and supporting statements, if any, to the Company no later than
August 24, 2000. Such proposals should be sent to the attention of the
Corporate Secretary, Sport-Haley, Inc., 4600 East 48th Avenue, Denver,
Colorado 80216.
OTHER MATTERS
Except for the matters described herein, management does not intend to
present any matter for action at the Annual Meeting and knows of no matter to
be presented at such meeting that is a proper subject for action by the
shareholders. However, if any other matters should properly come before the
Annual Meeting, it is intended that votes will be cast pursuant to the
authority granted by the enclosed Proxy in accordance with the best judgment
of the person or person acting under the Proxy.
14
<PAGE>
SPORT-HALEY, INC.
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 18, 2000
KNOW ALL MEN BY THESE PRESENTS: that the undersigned shareholder of
Sport-Haley, Inc. (the "Company") hereby constitutes and appoints Robert G.
Tomlinson, as attorney and proxy, with the power to appoint his substitute,
and hereby authorizes him to represent and vote, as designated below, all of
the shares of Common Stock of the Company which the undersigned is entitled
to vote at the Annual Meeting of Shareholders of the Company to be held
February 18, 2000, and at any and all adjournments thereof with respect to
the matters set forth below and described in the Notice of Annual Meeting of
Shareholders and Proxy Statement dated December 21, 1999, receipt of which is
acknowledged.
1. TO CONSIDER AND ACT UPON A PROPOSAL TO ELECT MESSRS. ROBERT G. TOMLINSON,
ROBERT W. HALEY, KEVIN M. TOMLINSON, MARK J. STEVENSON, RONALD J. NORICK
AND JAMES H. EVEREST AS DIRECTORS TO HOLD OFFICE FOR ONE-YEAR TERMS OR
UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.
/ / FOR ELECTION OF ALL NOMINEES (Except as shown below)
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
Instructions: To withhold authority to vote for any individual
nominee, strike through the nominee's name below:
ROBERT G. TOMLINSON
ROBERT W. HALEY
KEVIN M. TOMLINSON
MARK J. STEVENSON
RONALD J. NORICK
JAMES H. EVEREST
2. TO RATIFY THE APPOINTMENT OF LEVINE HUGHES & MITHUEN, INC. AS AUDITORS OF
THE COMPANY.
/ / FOR RATIFICATION
/ / AGAINST RATIFICATION
/ / ABSTAIN
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY AND ALL
ADJOURNMENTS THEREOF.
/ / AUTHORIZED TO VOTE
/ / ABSTAIN
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned shareholder(s). IF NO INDICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE NOMINEES LISTED AND FOR PROPOSAL 2 AND THE PROXY
HOLDER WILL VOTE ON ANY PROPOSAL UNDER 3 IN HIS DISCRETION AND IN HIS BEST
JUDGMENT.
Please mark, date, and sign exactly as your name appears on your stock
certificate. 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. If this Proxy is not dated, the Proxy
will be deemed to bear the date the form was mailed to the shareholder.
Dated:
---------------- -------------------------------
Signature
Dated:
---------------- -------------------------------
Signature if held jointly
