<PAGE> 1
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 sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Boca Research, Inc.
(Name of Registrant as Specified In Its Charter)
Boca Research, Inc.
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
BOCA RESEARCH, INC.
1377 CLINT MOORE ROAD
BOCA RATON, FLORIDA 33487
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 1998
To the Shareholders of
Boca Research, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Boca
Research, Inc. will be held on Monday, May 18, 1998, at 9:00 a.m., Local Time,
at the Embassy Suites Hotel, 661 Northwest 53rd Street, Boca Raton, Florida, for
the following purposes:
1. To elect six (6) Directors of the Company to serve until the next
Annual Meeting of Shareholders as more fully described in the
accompanying Proxy Statement.
2. To consider and act upon a proposal to approve an amendment to the Boca
Research, Inc. 1996 Non-Employee Director Stock Option Plan.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The close of business on April 13, 1998 has been fixed by the Board of
Directors as the record date for the determination of the Shareholders entitled
to notice of and to vote at the meeting or any adjournments thereof.
Shareholders are requested to date, sign and mail the enclosed proxy promptly in
the enclosed addressed envelope. If you should be present at the meeting and
desire to vote in person, you may withdraw your proxy.
By Order of the Board of Directors,
/s/ Robert W. Federspiel
Robert W. Federspiel, Secretary
April 18, 1998
<PAGE> 3
BOCA RESEARCH, INC.
1377 CLINT MOORE ROAD
BOCA RATON, FLORIDA 33487
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
April 18, 1998
To the Shareholders of
Boca Research, Inc.:
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Boca Research, Inc. (the "Company") from
the holders of the Company's Common Stock to be used at the Annual Meeting of
Shareholders and at any adjournments thereof. This meeting will be held at 9:00
a.m., Local Time, on Monday, May 18, 1998, at the Embassy Suites Hotel, 661
Northwest 53rd Street, Boca Raton, Florida. Light refreshments will be served at
8:30 a.m.
Any proxy given pursuant to this solicitation may be revoked by notice in
writing to the Secretary prior to the voting, by delivering a proxy bearing a
later date or by attending the Annual Meeting and voting his or her shares in
person. No such notice of revocation or later-dated proxy, however, will be
effective until received by the Company at or prior to the Annual Meeting.
Unless the proxy is revoked, the shares represented thereby will be voted at the
Annual Meeting or any adjournment thereof. The giving of the proxy does not
affect the right to vote in person should the shareholder attend the meeting.
The entire cost of preparing and mailing the proxy material will be borne
by the Company. Solicitation of proxies will be made by mail, personally, or by
telephone or telegraph, by officers, directors and regular employees of the
Company. The Company will request brokerage houses and other custodians,
nominees and fiduciaries to forward soliciting material to the shareholders and
the Company will reimburse such institutions for their out-of-pocket expenses
incurred thereby.
It is important that proxies be returned promptly to avoid unnecessary
expense. Therefore, whether you plan to attend or not, you are urged regardless
of the number of shares of stock owned, to date, sign and return the enclosed
proxy promptly.
The approximate date on which this proxy has been first mailed to
Shareholders is April 18, 1998.
Shares of Common Stock, par value $.01 per share (the "Common Stock"), are
the only outstanding voting securities of the Company.
The Board of Directors in accordance with the By-Laws has fixed the close
of business on April 13, 1998, as the record date for determining the
shareholders entitled to notice of and to vote at the Annual Meeting of the
Shareholders and adjournments thereof. At the close of business on such date,
the outstanding number of voting securities of the Company was 8,741,657 shares
of Common Stock, each of which is entitled to one vote. All votes will be
tabulated by employees of Boston EquiServe, the Company's transfer agent for the
Common Stock, who will serve as inspectors of election. Abstentions and broker
non-votes are each included in the determination of the number of shares present
but are not counted on any matters brought before the meeting.
<PAGE> 4
SECURITY OWNERSHIP
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of March 31, 1998 (i) by each person
who is known by the Company to be the beneficial owner of more than 5% of the
Company's Common Stock, (ii) by each director and each Named Executive Officer
(as defined elsewhere herein) who beneficially held shares of the Company's
Common Stock as of such date and (iii) by all executive officers and directors
of the Company as a group. Except as otherwise noted, each person has sole
voting and investment power over the shares shown as beneficially owned, except
to the extent authority is shared by spouses under applicable law.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP OF CLASS
------------------- ----------------- --------
<S> <C> <C>
Pioneering Management Corporation(1)........................ 873,000 10.0%
60 State Street
Boston, MA 02104
The TCW Group, Inc.(2)...................................... 526,600 6.0%
865 South Figueroa Street
Los Angeles, CA 90017
Anthony F. Zalenski(3)...................................... 324,637 3.7%
Larry L. Light(4)........................................... 58,225 *
R. Michael Brewer(5)........................................ 31,787 *
Martha A. Ritchason(6)...................................... 37,730 *
Michael A. Reale(7)......................................... 60,050 *
Chris Buffum(8)............................................. 4,454 *
Robert W. Ferguson(9)....................................... 85,110 1.0%
George Gan Chee Wai(10)..................................... 6,666 *
Patrick J. Keenan(11)....................................... 36,666 *
Joseph M. O'Donnell(12)..................................... 6,000 *
W. James Price(13).......................................... 125,000 1.4%
Arthur R. Wyatt(14)......................................... 15,000 *
All directors and executive officers as a group (12
persons)(15).............................................. 791,325 9.1%
</TABLE>
- ---------------
* Less than 1%
(1) According to a Schedule 13G filed with the Securities and Exchange
Commission on January 5, 1998.
(2) According to Schedule 13G filed with the Securities and Exchange Commission
on February 12, 1998.
(3) Includes 262,918 shares with Mr. Zalenski has the right to acquire within
sixty days pursuant to the 1992 Stock Option Plan.
(4) Includes 56,893 shares which Mr. Light has the right to acquire within
sixty days pursuant to the 1992 Stock Option Plan.
(5) Includes 29,964 shares which Mr. Brewer has the right to acquire within
sixty days pursuant to the 1992 Stock Option Plan.
(6) Includes 30,016 shares which Ms. Ritchason has the right to acquire within
sixty days pursuant to the 1992 Stock Option Plan.
(7) Includes 58,303 shares which Mr. Reale has the right to acquire within
sixty days pursuant to the 1992 Stock Option Plan.
2
<PAGE> 5
(8) Mr. Buffum resigned on February 20, 1998 and all options have been
cancelled.
(9) Includes 12,000 shares of common stock owned by a trust of Mr. Ferguson and
20,000 shares of Common Stock which Mr. Ferguson has the right to acquire
within sixty days pursuant to the Company's 1992 and 1996 Non-Employee
Director Stock Option Plan.
(10) Includes 6,666 shares which Mr. Gan has the right to acquire within sixty
days pursuant to the 1992 Non-Employee Director Stock Option Plan.
(11) Includes 30,000 shares of Common Stock owned by Keewhit Investments Ltd.,
of which Mr. Keenan is a shareholder and the Chairman, President and Chief
Executive Officer. Mr. Keenan disclaims beneficial ownership of such shares
except to the extent of his pecuniary interest therein. Also includes 6,666
shares of Common Stock which Mr. Keenan has the right to acquire within
sixty days pursuant to the Company's 1996 Non-Employee Director Stock
Option Plan.
(12) Includes 5,000 shares which Mr. O'Donnell has the right to acquire within
sixty days pursuant to the 1996 Non-Employee Director Stock Option Plan.
(13) Represents 90,000 shares of Common Stock owned by various trusts for the
benefit of Mr. Price, 25,000 shares of Common Stock owned by a trust for
the benefit of Mr. Price's wife and 10,000 shares of Common Stock which Mr.
Price has the right to acquire within sixty days pursuant to the Company's
1996 Non-Employee Director Stock Plan.
(14) Includes 5,000 shares of Common Stock which Mr. Wyatt has the right to
acquire within sixty days pursuant to the Company's 1996 Non-Employee
Director Stock Option Plan.
(15) Includes 491,426 shares which certain individuals have the right to acquire
within sixty days pursuant to the Company's Non-Qualified Stock Option
Plan, 1992 Stock Option Plan, 1992 Non-Employee Director Stock Option Plan
and 1996 Non-Employee Director Stock Option Plan.
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors at six for the
coming year. At the Annual Meeting of Shareholders, the directors will be
elected to hold office until the next Annual Meeting of Shareholders and until
their successors are elected and qualified. Blaine E. Davis, Robert W. Ferguson,
Patrick J. Keenan, Joseph M. O'Donnell, Arthur R. Wyatt and Anthony F. Zalenski,
presently serving as directors, have been nominated for re-election to a term of
office expiring at the next Annual Meeting of Shareholders, and each has
consented to serve if elected. If any nominee is unable to serve, proxies will
be voted for such other candidate as may be nominated by the Board of Directors.
Messrs. W. James Price and George Gan Chee Wai, current directors of the
Company, have determined to not stand for reelection at the Annual Meeting and,
accordingly, their terms as directors will expire at the Annual Meeting.
Directors will be elected by a plurality of the votes properly cast at the
meeting. Abstentions and broker non-votes will not be treated as votes cast for
this purpose.
NOMINEES
The nominees for election as directors, their ages, their positions with
the Company, the period during which they have served as directors and their
principal occupations and other directorships held by them are set forth below.
Blaine E. Davis, 62 years old, has been a director of the Company since
January 1998. Mr. Davis has been a Senior Partner of Telecom Associates, Ltd., a
provider of business development and management and advisory services, since
1995. From 1970 to 1995, Mr. Davis was employed by AT&T Corporation, where he
held a variety of senior management positions.
3
<PAGE> 6
Robert W. Ferguson, 74 years old, has been a director of the Company since
1993 and has served as Chairman since May 1997. Mr. Ferguson has been President
of Robert W. Ferguson and Associates, a consulting and investment firm, since
its formation in 1986. Prior thereto, Mr. Ferguson held senior management
positions with AT&T.
Patrick J. Keenan, 65 years old, has been a director of the Company since
February 1996. Mr. Keenan has been Chairman and Chief Executive Officer of
Keewhit Investments Limited, an international investment holding company, since
1975. Mr. Keenan is a director of a number of privately held corporations.
Joseph M. O'Donnell, 50 years old, has been a director of the Company since
September 1996. Mr. O'Donnell has been Chairman since February 1997 and Chief
Executive Officer and President since July 1994 of Computer Products, Inc., a
distributor of computer products. From March 1994 to June 1994 and from October
1992 to September 1993, Mr. O'Donnell was Managing Director of O'Donnell
Associates, a consulting firm. From October 1993 to February 1994, Mr. O'Donnell
served as Chief Executive Officer of Savin Corporation, an office products
distributor and, from June 1990 to September 1992, Mr. O'Donnell served as
President and Chief Executive Officer of Go/Dan Industries, a manufacturer of
automotive parts. Mr. O'Donnell is also a Director of V-Band Corporation, a
manufacturer of computer systems.
Arthur R. Wyatt, 70 years old, has been a director of the Company since May
1997. Mr. Wyatt has been a professor at the University of Illinois since 1992.
Mr. Wyatt is a member of the audit committee of the Farm Credit Bank System, a
director of First Busey Corporation and a member of the Board of Trustees of the
University of Illinois Foundation. Mr. Wyatt is also a consultant to the Office
of the Chief Accountant of the Securities and Exchange Commission on matters
concerning the evolution of international accounting standards. Mr. Wyatt has
previously served as a member of the Financial Accounting Standards Board and as
a member of the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants. Mr. Wyatt was previously a Managing
Director of Arthur Andersen & Co.
Anthony F. Zalenski, 53 years old, is the Company's President and Chief
Executive Officer and has served in that capacity since September 1994. Mr.
Zalenski served as Corporate Vice President, Worldwide Sales and Marketing,
Information Systems Group of Motorola UDS from 1988 through 1993, and as
Executive Vice President and Chief Operating Officer of Motorola UDS prior to
joining the Company.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE ABOVE
NOMINEES.
BOARD MEETINGS
The Company's Board of Directors met seven times during the year ended
December 31, 1997. Each director of the Company (other than Mr. Gan and Mr.
Keenan) attended at least 75% of the aggregate of all board meetings and
meetings of committees on which he served.
COMMITTEES
The Company's Board of Directors has established an Audit Committee and
Compensation Committee.
The functions of the Audit Committee include reviewing the Company's
accounting policies, practices and controls and the results of the annual audits
of the Company's accounts conducted by the Company's independent auditors and
the recommendations of the auditors with respect to accounting systems and
controls. The members of the Audit Committee during 1997 were Messrs. Ferguson,
Keenan and Wyatt.
4
<PAGE> 7
The functions of the Compensation Committee include reviewing and approving
the Company's compensation and benefit policies and administering the Company's
stock option and purchase plans. The members of the Compensation Committee
during 1997 were Messrs. Ferguson, O'Donnell and Price.
CERTAIN TRANSACTIONS
In September 1995, the Company acquired approximately 50% of the Common
Stock of MBf/Boca Asia Pacific Sdn Bhd, a joint venture in Malaysia which will
primarily distribute the Company's products in the Pacific Rim. The purchase
price for the Common Stock was $375,000, of which $100,000 was paid in January
1996 and $275,000 was paid in March 1996. In 1997, sales to the joint venture
were approximately $1,874,000 and the accounts receivable balance due to the
Company at December 31, 1997 was $633,251. George Gan Chee Wai, a director of
the Company, is President of MBf Technology Group which owns, through a
subsidiary, 50% of the Common Stock in the joint venture.
5
<PAGE> 8
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation earned by or paid to
the Company's Chief Executive Officer, the Company's four most highly
compensated executive officers (other than the Chief Executive Officer) who
served in such capacities on December 31, 1997 and two other executive officers
who resigned from their positions during 1997 (the "Named Executive Officers")
for all services rendered in all capacities to the Company and its subsidiaries
for the year ended December 31, 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL -------------------------
COMPENSATION OTHER
NAME AND -------------------- ANNUAL OPTIONS/ ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION SARS(1) COMPENSATION
------------------ ---- ------ ----- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Anthony F. Zalenski................ 1997 $357,517 -- $ 41,538(2) 138,753(3) 4,000(4)
President and CEO 1996 354,862 -- -- 50,000 3,750(4)
1995 222,178 220,000 -- -- 118,705(5)
R. Michael Brewer.................. 1997 172,538 -- -- 60,895(3) 4,000(4)
Senior Vice President 1996 127,293 -- 59,510(6) 14,134 3,106(4)
1995 115,183 112,172 260,098(6) 15,000 2,952(4)
Chris Buffum....................... 1997 155,928 -- 5,177(2) 46,271(3) 4,000(4)
Senior Vice President of 1996 143,397 -- 53,561(6) 46,281 3,611(4)
OEM Worldwide Sales(7) 1995 182,148 -- -- -- 4,580(4)
Michael A. Reale................... 1997 173,910 -- -- 49,911(3) 4,000(4)
Senior Vice President of 1996 129,743 -- -- 11,496 2,571(4)
Manufacturing 1995 102,245 116,152 -- 50,000 11,827(4)(5)
Martha A. Ritchason................ 1997 145,387 -- 8,307(2) 70,046(3) 3,600(4)
Vice President of Human Resources 1996 113,567 -- -- 29,736 2,654(4)
1995 84,296 76,730 -- 40,000 2,019(4)
Larry L. Light..................... 1997 130,868 -- 2,596(2) 28,680(3) 3,375(4)
Vice President of 1996 120,139 -- -- 10,553 3,000(4)
Engineering 1995 107,992 98,652 -- 50,000 2,596(4)
Charles R. Kenmore................. 1997 158,575 -- -- 26,225(3) 4,000(4)
Senior Vice President/Gen.
Manager 1996 203,005 -- -- 13,192 3,750(4)
International(8) 1995 175,229 33,875 -- 50,000 4,252(4)
Lawrence F. Steffann............... 1997 208,953 -- 54,347(6) -- --
Chief Operating Officer(9) 1996 128,621 -- -- 15,076 3,211(4)
1995 122,325 114,000 428,776(6) 33,000 3,000(4)
</TABLE>
- ---------------
(1) Represents shares of Common Stock issuable upon exercise of options granted
to the named executive officer under the Company's 1992 Stock Option Plan.
(2) Represents the payment of accrued and unused vacation to the Named Executive
Officer.
(3) Includes the following shares subject to options which were granted in
exchange for the cancellation of certain options held by such persons: Mr.
Zalenski 38,753; Mr. Brewer 19,895; Mr. Buffum 20,271; Mr. Reale 8,911; Ms.
Ritchason 47,546; Mr. Light 8,180; and Mr. Kenmore 10,225.
(4) Reflects cash compensation contributed by the Company pursuant to its 401(k)
Plan on behalf of the named executive officer.
(5) Reflects non-qualified moving expenses reimbursed by the Company to Mr.
Zalenski and Mr. Reale.
6
<PAGE> 9
(6) Represents other compensation resulting from the exercise of options under
the Company's Non-Qualified Stock Option Plan and 1992 Stock Option Plan.
(7) Mr. Buffum resigned his position as Senior Vice President of OEM Worldwide
Sales on February 20, 1998.
(8) Mr. Kenmore resigned his position as Senior Vice President/General Manager
International on November 10, 1997.
(9) Mr. Steffann resigned his position as Chief Operating Officer on January 10,
1997.
GRANTS OF STOCK OPTIONS
The following table shows with respect to the Named Executive Officers
information with respect to options granted under the Company's Stock Option
Plans during 1997. In April 1997, the Company offered the holders of options to
purchase an aggregate of 465,689 shares (including Messrs. Zalenski, Brewer,
Buffum, Kenmore, Light, Reale, and Ms. Ritchason) the opportunity to exchange
such options for options to purchase a fewer number of shares (314,416 in the
aggregate) at an exercise price of $6.75 per share which vest in three annual
installments, commencing in April 1998. These new options are included in the
table below.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% OF TOTAL POTENTIAL REALIZED
OPTIONS VALUE AT ASSUMED
GRANTED RATES OF STOCK PRICE
TO APPRECIATION FOR
EMPLOYEES OPTION TERM(2)
OPTIONS IN FISCAL EXERCISE EXPIRATION ----------------------
NAME GRANTED YEAR PRICE(1) DATE 5% 10%
---- ------- ---------- -------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Anthony F. Zalenski............ 100,000 10% $6.6875 11/21/07 $420,000 $1,066,000
38,753(3) 4% 6.7500 04/01/07 164,313 416,982
Larry L. Light................. 12,500 1% 8.3750 01/16/07 65,813 166,813
8,000 1% 6.6875 11/21/07 33,600 85,280
8,180(3) 1% 6.7500 04/01/07 34,683 88,017
R. Michael Brewer.............. 16,000 2% 8.3750 01/16/07 84,240 213,520
25,000 3% 6.6875 11/21/07 105,000 266,500
19,895(3) 2% 6.7500 04/01/07 84,355 214,070
Chris Buffum................... 13,500 1% 8.3750 01/16/07 71,078 180,158
12,500 1% 6.6875 11/21/07 52,500 133,250
20,271(3) 2% 6.7500 04/01/07 85,949 218,116
Martha A. Ritchason............ 12,500 1% 8.3750 01/16/07 65,813 166,813
10,000 1% 6.6875 11/21/07 42,000 106,600
47,546(3) 5% 6.7500 04/01/07 201,585 511,595
Michael Reale.................. 16,000 2% 8.3750 01/16/07 84,240 213,520
25,000 3% 6.6875 11/21/07 105,000 266,500
8,911(3) 1% 6.7500 04/01/07 37,783 95,883
Charles Kenmore................ 16,000 2 8.3750 01/16/07 84,240 213,520
10,225(3) 1% 6.7500 04/01/07 43,456 110,021
Lawrence F. Steffann........... -- -- -- -- -- --
</TABLE>
- ---------------
(1) The exercise price of the option represented the fair market value of the
Common Stock on the date of grant. The options become exercisable in three
equal annual installments, commencing on the first anniversary of the date
of grant.
7
<PAGE> 10
(2) These amounts represent assumed rates of appreciation only. Actual gains, if
any, on stock option exercises are dependent on the future performance of
the Common Stock and overall stock market conditions. There can be no
assurance that the amounts reflected in this table will be achieved.
(3) Represents shares subject to options granted in April 1997 in exchange for
the cancellation of certain options previously granted to the Named
Executive Officer.
OPTIONS REPRICING
The following table shows with respect to the Named Executive Officers
information with respect to the repricing of stock options during 1997. The
repricing was effected by offering the Named Executive Officers the right to
exchange options previously granted to such individuals for options to purchase
a fewer number of shares at an exercise price equal to the fair market value on
the date of exchange and with a new three year vesting period.
TEN YEAR OPTION REPRICING
<TABLE>
<CAPTION>
LENTH OF
MARKET PRICE OF ORIGINAL
NUMBER OF OPTIONS STOCK AT TIME NEW EXERCISE TERM AT DATE
NAME DATE REPRICED(1) OF REPRICING PRICE OF REPRICING
---- ------- ------------------ --------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Anthony F. Zalenski.......... 4/01/97 50,000 $6.75 $6.75 9 Years
Larry L. Light............... 4/01/97 10,553 6.75 6.75 9 Years
R. Michael Brewer............ 4/01/97 29,134 6.75 6.75 8 Years
Chris Buffum................. 4/01/97 34,872 6.75 6.75 9 Years
Martha A. Ritchason.......... 4/01/97 69,736 6.75 6.75 7 Years
Michael Reale................ 4/01/97 11,496 6.75 6.75 9 Years
Charles Kenmore.............. 4/01/97 13,192 6.75 6.75 9 Years
Lawrence F. Steffann......... -- -- -- -- --
</TABLE>
- ---------------
(1) The Named Executive Officers were granted options to purchase the following
number of shares in exchange for the cancellation of the options listed in
the table; Mr. Zalenski: 38,753; Mr. Light: 8,180; Mr. Brewer: 19,895; Mr.
Buffum: 20,271; Mr. Reale: 8,911; Mr. Ritchason: 47,546; and Mr. Kenmore;
10,225.
8
<PAGE> 11
STOCK OPTION EXERCISES AND FISCAL YEAR END STOCK OPTION VALUES
The following table shows with respect to the Named Executive Officers (i)
the number of shares of Common Stock underlying options exercised during 1997,
(ii) the aggregate dollar value realized upon the exercise of such options,
(iii) the total number of exercisable and unexercisable options held on December
31, 1997, and (iv) the aggregate dollar value of in-the-money options on
December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
SHARES NUMBER OF VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME EXERCISE REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
---- ----------- -------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Anthony F. Zalenski.......... -- -- 250,000/138,753 $-- / --
Lawrence F. Steffann(2)...... 22,167 54,346 -- / -- -- / --
Larry L. Light............... -- -- 33,333/ 45,347 -- / --
R. Michael Brewer............ -- -- 18,000/ 60,895 -- / --
Chris Buffum(3).............. -- -- 6,666/ 57,680 -- / --
Charles R. Kenmore(4)........ -- -- -- / -- -- / --
Michael Reale................ -- -- 33,333/ 66,578 -- / --
Martha A. Ritchason.......... -- -- 10,000/ 70,046 -- / --
</TABLE>
- ---------------
(1) This represents the excess of the fair market value of the Company's Common
Stock of $5.25 per share as of December 31, 1997 over the exercise price of
the options. The fair market value of the Common Stock on December 31, 1997
was less than the exercise prices of the options held by the Named
Executive Officers.
(2) Mr. Steffann resigned his position as Chief Operating Officer of the Company
on January 10, 1997 and consequently all of the unexercisable options
granted to him were terminated in 1997 pursuant to the terms of the
Company's stock option plans.
(3) Mr. Buffum resigned his position as Senior Vice President of OEM Worldwide
Sales of the Company on February 20, 1998 and consequently all of the
unexercisable options granted to him have been terminated in 1998 pursuant
to the Company's stock option plans.
(4) Mr. Kenmore resigned his position as Senior Vice President/General Manager,
International on November 10, 1997 and consequently all of the
unexercisable options granted to him were terminated in 1997 pursuant to
the Company's stock option plans.
DIRECTOR COMPENSATION
Directors of the Company who are not employees of the Company receive an
annual fee of $5,000 and $1,000 for each board or committee meeting attended,
except that such persons receive $500 for attendance at each committee meeting
held on the same day as a board meeting and for participation in each meeting by
telephone. The Chairman of the Board of Directors also receives an annual fee of
$5,000. The Chairmen of the Audit Committee and Compensation Committee also
receive an annual fee of $2,000. The directors are entitled to reimbursement of
out-of-pocket expenses incurred in connection with attending board or committee
meetings. Subject to the approval of the amendment to the 1996 Non-Employee
Director Stock Option Plan, each non-employee director will become eligible to
be granted options to purchase 10,000 shares of Common Stock and the Chairman of
the Board of Directors will become eligible to be granted options to purchase an
additional 5,000 shares of Common Stock under the Company's 1996 Non-Employee
Director Stock Option Plan. The options will vest in full on the date of grant.
9
<PAGE> 12
EMPLOYMENT AGREEMENTS; CHANGE IN CONTROL AGREEMENTS
The Company has entered into an Employment Agreement with Anthony F.
Zalenski, which provides that for consecutive one-year terms unless terminated
upon 60 days' prior notice by either the Company or Mr. Zalenski, Mr. Zalenski
will serve as President and Chief Executive Officer of the Company for an annual
base salary of $360,000. During each one-year term, Mr. Zalenski will be
entitled to be paid an incentive bonus equal to a percentage of the annual base
salary then in effect, subject to achieving such financial targets as the
Company's Compensation Committee of the Board of Directors may determine. In the
event that Mr. Zalenski's employment is terminated without cause, Mr. Zalenski
is entitled to receive severance pay equal to one year's salary plus bonus. In
the event of a change of control of the Company, the Compensation Committee of
the Board of Directors is required to make appropriate provisions for the
continuation of the stock options held by Mr. Zalenski (to the extent such
options are not exercisable) by substituting on an equitable basis options to
purchase similar securities of the entity acquiring or succeeding to the rights
of the Company in such change of control.
The Company has entered into a letter agreement with Michael Reale which
provides that if the employment of Mr. Reale is terminated without cause, he is
entitled to receive severance pay equal to one year's salary. In connection with
Mr. Steffann's resignation in January 1997, the Company and Mr. Steffann entered
into a Separation Agreement and General Release, pursuant to which, among other
things, the Company agreed to make a severance payment to Mr. Steffann in the
amount of $130,000, representing Mr. Steffann's base annual salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Company's Board of
Directors during 1997 were Messrs. Ferguson, O'Donnell and Price.
APPROVAL OF AMENDMENT OF THE
BOCA RESEARCH, INC. 1996 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
GENERAL
The Boca Research, Inc. 1996 Non-Employee Director Stock Option Plan (the
"Director Plan"), which was approved by the Board of Directors on February 6,
1996 and approved by the shareholders on May 20, 1996, provides for the grant of
options to purchase Common Stock of the Company to non-employee directors of the
Company. The Director Plan is intended to promote the interests of the Company
by providing an inducement to attract and retain the services of qualified
persons who are not employees or officers of the Company to serve as members of
the Company's Board of Directors.
Set forth below is a summary of the principal provisions of the Director
Plan, a copy of which may be obtained from the Secretary of the Company upon
request. The Board of Directors recommends that the shareholders approve the
Director Plan. The affirmative vote of the holders of at least a majority of the
Common Stock voting in person or by proxy at the meeting will be required for
the approval of the amendment Director Plan.
PROPOSED AMENDMENT TO THE DIRECTOR PLAN
The Board of Directors has adopted an amendment to the Director Plan,
subject to approval by the shareholders, which provides for the automatic grant
of an option to purchase 10,000 shares of Common Stock to each non-employee
director under the following circumstances: (i) an option will automatically be
granted
10
<PAGE> 13
to each non-employee director on the date the amendment to the Director Plan is
approved by the shareholders of the Company; (ii) an option will automatically
be granted to each non-employee director who is initially elected to the Board
of Directors after the approval of the amendment to the Director Plan by the
shareholders, upon his or her election to the Board of Directors; and (iii) an
option will be granted to each non-employee director on the date of each meeting
of the shareholders of the Company at which such director is reelected to the
Board of Directors. In addition, the Chairman of the Board of Directors will
receive an automatic grant of an option to purchase an additional 5,000 shares
of Common Stock under the following circumstances: (i) an option will
automatically be granted to the Chairman on the date the amendment to the
Director Plan is approved by the shareholders of the Company; and (ii) an option
will automatically be granted to the Chairman upon his or her initial election
to the Board of Directors or reelection as Chairman.
ADMINISTRATION AND ELIGIBILITY
The Director Plan is administered by the Board of Directors or by a
committee appointed by the Board. A total of up to 200,000 shares of Common
Stock may be issued upon the exercise of options granted under the Director
Plan. Any shares subject to options granted pursuant to the Director Plan which
terminate or expire unexercised will be available for future grants under the
Director Plan. Only directors of the Company who are not employees or officers
of the Company or any subsidiary ("Outside Directors") will be eligible to
receive options under the Director Plan. The Company currently has five Outside
Directors (which number may change in the future). All options granted under the
Director Plan will be non-qualified options not entitled to special tax
treatment under Section 422 of the Code.
TERMS OF OPTIONS
The exercise price per share for all options granted under the Director
Plan shall be the fair market value of the shares of Common Stock covered by the
option on the date of grant of such option. All options vest in full on the date
of grant. The term of each option will be for a period of 10 years from the date
of grant. Options may not be assigned or transferred except by will or by the
laws of descent and distribution or pursuant to a qualified domestic relations
order, and are exercisable only while the optionee is serving as a Director of
the Company or within 30 days after the optionee ceases to serve as a Director
of the Company (except that if the director becomes disabled or dies while
serving as a Director of the Company, the option is exercisable prior to the
last day of the sixth or twelfth month, respectively, following the date which
such person ceases to be a Director). The exercise price of options granted
under the Director Plan must be paid in full upon exercise, and payment may be
made in cash or in shares of the Common Stock of the Company already owned for a
period of six months by the person exercising such option, or in some
combination thereof.
TERMINATION OR AMENDMENT OF THE DIRECTOR PLAN
Unless sooner terminated, the Director Plan shall terminate on February 6,
2006, ten years from the date upon which the Director Plan was originally
approved by the Board of Directors of the Company. The Board of Directors may at
any time terminate, modify or amend the Director Plan; provided, however, that
no modification or amendment may be made more than once every six months other
than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder, if the effect of such amendment or
modification would be to change (i) the requirements for eligibility under the
Director Plan, (ii) the timing of the grants of options to be granted under the
Director Plan, or (iii) the number of shares subject to options to be granted
under the Director Plan either in the aggregate or to one Director. Any
amendment to the provisions of the Director Plan which (i) materially increases
the number of shares which may be subject to options granted under the Director
Plan, (ii) materially increases the benefits accruing to optionees under the
Director Plan, or (iii) materially modifies the requirement for eligibility to
participate in the Director Plan, shall be subject to approval by the Company's
shareholders. Termination, modification or
11
<PAGE> 14
amendment of the Director Plan shall not, without the consent of an optionee,
affect such optionee's rights under an option previously granted to him or her.
RECAPITALIZATION; REORGANIZATION; CHANGE OF CONTROL
The Director Plan provides that the number and kind of shares as to which
options may be granted thereunder and as to which outstanding options then
unexercised shall be exercisable shall be adjusted to prevent dilution in the
event of any reorganization or recapitalization (other than as the result of an
Acquisition, as such term is hereinafter defined), reclassification, stock
subdivision, combination of shares or dividends payable in capital stock. If the
Company is to be consolidated with or acquired by another entity in a merger, or
in a sale of all or substantially all of the Company's assets or otherwise (an
"Acquisition"), the Committee or the Board of Directors of any entity assuming
the obligations of the Company (the "Successor Board"), shall, as to outstanding
options, either (i) make appropriate provision for the continuation of such
options by substituting on an equitable basis for the shares then subject to
such options the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition, (ii) upon written notice to the
optionees, provide that all options must be exercised (to the extent then
exercisable) within a specified number of days of the date of such notice, at
the end of which period the options shall terminate, or (iii) terminate all
options in exchange for a cash payment equal to the excess of the fair market
value of the shares subject to such options (to the extent then exercisable)
over the exercise price thereof.
Upon dissolution or liquidation of the Company, all options granted under
the Director Plan shall terminate.
If the amendment to the Director Plan is approved at the Annual Meeting,
each of the non-employee directors, consisting of Messrs. Davis, Ferguson,
Keenan, O'Donnell and Wyatt, will be granted an option to purchase 10,000 shares
and Mr. Ferguson will be granted an option to purchase an additional 5,000
shares, as Chairman of the Board.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT TO THE 1996
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN.
12
<PAGE> 15
STOCK PRICE PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the cumulative
total shareholder return on the Common Stock of the Company for the period from
February 25, 1993, the date of the Company's initial public offering, to
December 31, 1997, with the cumulative total return on the NASDAQ-U.S. Index,
the NASDAQ Computer Manufacturers Index and the NASDAQ Non-Financial Stock Index
(assuming the investment of $100 in the Company's Common Stock, the NASDAQ-U.S.
Index, the NASDAQ Computer Manufacturers Index and the NASDAQ Non-Financial
Stock Index on February 25, 1993, and reinvestment of all dividends).
<TABLE>
<CAPTION>
CRSP Index CRSP Index
CRSP Index for NASDAQ for NASDAQ
Measurement Period 'Boca Research, for NASDAQ Non-Financial Computer
(Fiscal Year Covered) Inc.' Stock Market Stocks MFG
<S> <C> <C> <C> <C>
2/25/93 100 100 100 100
12/31/93 70 116 118 98
12/30/94 90 113 113 108
12/29/95 265 164 161 170
12/31/96 104 202 194 228
</TABLE>
REPORT OF THE COMPENSATION COMMITTEE
Overview
In 1997, the Compensation Committee of the Board of Directors was composed
of three non-management directors, Messrs. Ferguson, O'Donnell and Price. The
Committee is responsible for setting the overall policies that govern the
Company's executive compensation plan and seeks to provide executive
compensation that will attract and retain talented executives.
Compensation Principles
The Company's Earnings Per Share (EPS) is the focal point and performance
measure for the annual incentive plan. The executive compensation plan is
fundamentally a pay for performance program which is designed to stimulate a
sense of ownership, to reinforce the importance of teamwork and to provide
rewards
13
<PAGE> 16
that are commensurate with the profitability of the Company. In essence, the
plan is designed to reinforce the strategic goals of the Company and therefore
is critical in promoting long-term shareholder value.
To meet these objectives, the Company has a compensation program that
provides a base salary, an annual cash incentive opportunity and long-term
equity based compensation. Employees are eligible to receive the cash incentive
and long-term equity based compensation only upon the Company's achievement of a
significant increase in EPS growth. In determining executive compensation, the
Committee evaluates both the total compensation package and its individual
elements, and considers compensation data developed by independent compensation
consultants for companies in the computer manufacturing industry which are the
Company's competitors for executive talent.
Base Salaries
Base salary levels are targeted at levels sufficient to attract and retain
the highest quality executives, only when viewed in conjunction with the other
elements of the executive compensation program. The Company continues in 1998 to
link total management pay with company profitability. Increases in compensation
will be earned solely on business success through the incentive bonus plan and
stock option awards plan. Adjustments to base salaries will be made only on a
exception basis to eliminate pay inequities.
Annual Incentives -- Cash Bonuses
All senior executives of the Company are eligible to participate in the
annual incentive bonus plan. This plan is designed to recognize and reward
senior executives for their contributions to the overall growth and
profitability of the Company. The plan offers a downside since bonuses are not
normally paid if the Company does not achieve the significant increase in EPS
growth required by the plan. The total compensation for each member of the
executive team, if the targets are not met, is then limited to the base salary.
Under this plan, members of senior management are eligible to earn significant
rewards, but only as the Company becomes increasingly profitable.
The plan is designed to offer higher than average rewards but only for
considerably better than average performance which results in a significant
increase in EPS growth. The executives have a predetermined payout as a
percentage of base salary if certain levels of EPS are achieved. If the
Company's actual EPS is below a threshold level, then awards, if any, may only
be granted at the sole discretion of the Compensation Committee. Once the
threshold level of performance is achieved, awards are earned up to a maximum
amount. The actual payout will be determined by the Chief Executive Officer, in
conjunction with the Compensation Committee, based on each executive's actual
performance. However, the individual executive will not have his or her eligible
incentive reduced to less than 50 percent of the award earned based on the level
of EPS achievement.
In light of the Company's financial results in 1997, no bonuses were paid
to the Company's senior management since the Company did not achieve the EPS
targets established under the plan.
Long-term Equity Compensation -- Stock Options
The Company adopted the 1992 Stock Option Plan to attract, retain and
incentivize eligible key employees by encouraging and enabling them to obtain an
equity interest in the Company, thereby aligning their interest with the
long-term interest of the Company and its shareholders. The Stock Option Plan is
a vehicle for recognizing the key influence that today's planning and strategic
decision-making has on future profitability. The Compensation Committee supports
the granting of stock options as a significant proportion of the compensation
opportunity available to executives under the Company's compensation program.
Stock options are generally granted at prices equal to the fair market
value of the Common Stock on the date of grant. Therefore, any gain from the
exercise of stock options will occur only when the price of the Company's Common
Stock increases above the option grant price, which in turn reflects the
creation of
14
<PAGE> 17
shareholder value. In 1997, the Compensation Committee granted stock options to
the Named Executive Officers as outlined in the Summary Compensation Schedule.
In 1997, the market price for the Common Stock of the Company decreased such
that options held by key employees had exercise prices substantially above the
market price. The Compensation Committee concluded that in order for stock
options to continue to provide a sufficient incentive to the Company's key
employees, the replacement of these "underwater" options with newly priced
options was necessary. Accordingly, on April 1, 1997, the Compensation Committee
offered employees of the Company, including the Named Executive Officers, the
opportunity to exchange previously granted options to purchase 465,689 shares
for options to purchase an aggregate of 314,416 shares at an exercise price of
$6.75 per share, representing the fair market value of the Common Stock on the
date of exchange. The replacement options provided for the purchase of a fewer
number of shares of Common Stock and a new three-year vesting period. In
determining to make the option replacement offer to employees, the Compensation
Committee considered the fairness of such replacement in relation to the
Company's other stockholders. The Compensation Committee concluded that
replacement of a fewer number of shares would reduce stockholder's dilution
while permitting the Company to more effectively retain and motivate its
employees.
Compensation -- Chief Executive Officer
The Compensation Committee considers competitive marketplace compensation
data paid to executives by other companies in setting the compensation of Mr.
Zalenski. The Committee's annual objective in setting Mr. Zalenski's base salary
is that it be close to the median of salaries paid to chief executive officers
in peer companies and other high technology companies of approximately the same
size as the Company. The annual incentive plan is designed to permit Mr.
Zalenski, in a similar fashion to other executive officers, to earn substantial
cash incentives, but only if targeted earnings per share goals are achieved. The
Committee determines the performance objectives, specifically defining the
significant EPS growth required and set forth in the annual incentive plan, as
described herein. Finally, the Committee believes that stock options are a
significant part of Mr. Zalenski's compensation package and has made grants of
stock options to him to emphasize the importance of long-term shareholder value.
In 1997, Mr. Zalenski was paid a base salary of $357,517. In addition, Mr.
Zalenski was granted an option to purchase 100,000 shares of Common Stock at an
exercise price of $6.6875 per share, the fair market value of the Common Stock
on date of grant. In 1997, the Company also permitted Mr. Zalenski to exchange
options to purchase 50,000 shares of Common Stock, with an exercise price of
$19.50 per share, for options to purchase 38,753 shares, with an exercise price
of $6.75, the fair market value of the date of grant.
COMPENSATION COMMITTEE
Robert W. Ferguson
Joseph M. O'Donnell
W. James Price
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<PAGE> 18
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT 1934
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 of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") and the National Association of Securities
Dealers, Inc. initial reports of ownership and reports of changes in ownership
of Common Stock and other equity securities of the Company. Officers, directors
and greater than ten percent shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 1997, all Section 16(a)
filing requirements applicable to the Company's directors, executive officers
and greater than ten percent beneficial owners were complied with.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected the firm of Deloitte &
Touche LLP as the independent public accountants for the Company for the year
ended December 31, 1998. Deloitte & Touche LLP has acted in this capacity since
1991. A representative of Deloitte & Touche LLP is expected to be present at the
Annual Meeting for the purpose of making a statement if he so desires and to
respond to appropriate questions.
SHAREHOLDERS PROPOSALS
For the 1999 Annual Meeting of Shareholders, shareholder proposals must be
received by the Secretary of the Company not later than December 15, 1998.
OTHER MATTERS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting is
that which is set forth herein. If any other matter or matters are properly
brought before the Annual Meeting, or any adjournments thereof, it is the
intention of the persons named in the accompanying Proxy Card to vote proxies on
such matters in accordance with their judgment.
By Order of the Board of Directors
Robert W. Federspiel, Secretary
Boca Raton, Florida
April 18, 1998
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<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. Election of Directors.
- ---------------------------------- BLAINE DAVIS WITH- FOR ALL
BOCA RESEARCH, INC. ROBERT W. FERGUSON FOR HOLD EXEMPT
- ---------------------------------- PATRICK J. KEENAN [ ] [ ] [ ]
JOSEPH M. O'DONNELL
ARTHUR WYATT
ANTHONY F. ZALENSKI
RECORD DATE SHARES: If you do not wish your shares voted "For" a particular nominee, mark
the "For All Except" box and strike a line through the nominee's(s')
name(s). Your shares will be voted for the remaining nominee(s).
2. For the approval of an amendment to the 1996 Non-Employee Director
Stock Option Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any
adjournments or postponements thereof.
Receipt is hereby acknowledged of the Notice of Annual Meeting of
Shareholders and the Proxy Statement and Annual Report furnished
therewith.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
-------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------- Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.
Shareholder sign here Co-owner sign here
- ---------------------------------------------------------
</TABLE>
DETACH CARD DETACH CARD
BOCA RESEARCH, INC.
Dear Shareholder,
Please take note of the important information enclosed with this Proxy Ballot
which is discussed in detail in the enclosed proxy material.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May 18,
1998.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Boca Research, Inc.
<PAGE> 20
BOCA RESEARCH, INC.
ANNUAL MEETING OF SHAREHOLDERS - MAY 18, 1998
The undersigned hereby appoints Anthony F. Zalenski and Robert W. Federspiel,
or either of them, with power of substitution, Proxies to vote at the Boca
Research, Inc. Annual Meeting of Shareholders on May 18, 1998, and any
adjournments or postponements thereof, all shares of Common Stock of Boca
Research, Inc. that the undersigned is entitled to vote at such meeting on
matters which may properly come before the Annual Meeting in accordance with
and as more fully described in the Notice of Annual Meeting of Shareholders and
the Proxy Statement.
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS
CARD. IF YOU DO NOT INDICATE YOUR CHOICES ON THIS CARD, THE PROXIES WILL VOTE
YOUR SHARES FOR THE PROPOSAL ON THE REVERSE SIDE.
- ---------- PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY ----------
IN THE ENCLOSED ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Company.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign, if a corporation, this signature should be that of an
authorized officer who should state his or her title.
- -------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
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