<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
SUPERCONDUCTOR TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
SUPERCONDUCTOR TECHNOLOGIES INC.
460 WARD DRIVE, SUITE F
SANTA BARBARA, CALIFORNIA 93111-2310
------------------------
NOTICE OF CONSENT SOLICITATION
To the Stockholders of Superconductor Technologies Inc.:
You are being asked to consider and provide written consent to a proposed
issuance and sale by Superconductor Technologies Inc. of up to 3,138,800 shares
of our common stock to a limited number of institutional investors in a
registered public offering and to certain other holders of our outstanding
preferred stock. The number of shares we propose to issue in the offering is in
excess of 20% of our currently outstanding shares of common stock and the shares
will be sold at a discount to the market price of our stock. As a result, the
transaction requires the consent of our stockholders under Nasdaq Marketplace
Rule 4460(i) in order for us to maintain our Nasdaq National Market system
listing. The proposed offering and the money we hope to raise in it are
extremely important to us. The board of directors has unanimously approved the
proposed offering and recommends that the stockholders consent to the offering
and issuance of the common stock.
Attached is a consent statement that more fully describes the proposal.
Please give this information your careful attention.
Each member of the board of directors who owns shares of the common stock,
other holders of 2.1 million other shares of common stock and all of the owners
of our series A-2, A-3, B-1, C and D preferred stock have indicated that they
will consent to the offering and the issuance of the common stock. These shares
total approximately 91% of our outstanding voting stock, and so we believe that
the transaction will be approved.
Please act promptly in marking, signing, and dating the enclosed consent
card solicited by your board of directors, and returning it in the return
envelope provided, which requires no postage if mailed in the United States.
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON THE RECORD DATE SET
BY THE BOARD OF DIRECTORS, JANUARY 21, 2000, ARE ENTITLED TO VOTE ON THE
PROPOSAL.
/s/ M. Peter Thomas
M. Peter Thomas
President and Chief Executive Officer
January 28, 2000
<PAGE> 3
SUPERCONDUCTOR TECHNOLOGIES INC.
460 WARD DRIVE
SANTA BARBARA, CALIFORNIA 93111
(805) 683-7646
------------------------
CONSENT STATEMENT
JANUARY 28, 2000
------------------------
This consent statement and related solicitation materials are being
furnished to you in connection with the solicitation of executed consents of the
stockholders of Superconductor Technologies Inc. by the board of directors. This
information is being released to stockholders on or about January 28, 2000.
This consent statement is being sent to you in connection with a proposed
public offering by Superconductor of common stock. We intend to conduct the
offering as soon as practicable after the date of this consent statement.
Because the closing of the transaction is subject to a number of conditions,
including the effectiveness of a registration statement relating to the stock to
be offered, we can provide no assurance that the offering will occur promptly or
at all.
We are soliciting consents to act upon the following proposal:
- To approve the issuance of up to 3,138,800 shares of common stock, up
to 2,888,800 to a limited number of institutional investors at a
purchase price equal to 95% of the 30-trading day trading average of
our common stock prior to the closing date of the offering, and
250,000 pursuant to warrants to be issued to the holders of 118,751
shares of our preferred stock to induce those holders to convert that
stock into 2,458,491 shares of our common stock. If that price is
below $2.00 or above $3.25 per share, then the price will be fixed at
$2.00 or $3.25, as applicable.
An explanation of the consent solicitation process, including the date on
which consents expire and the revocability of consents, is provided in the
section of this consent statement entitled "Voting Rights and Solicitation."
A form of consent is enclosed. Stockholders are requested to mark, sign,
and date the enclosed form of consent and return it as promptly as possible and,
in any event, prior to February 7, 2000 in the envelope provided with these
materials, which requires no postage if mailed in the United States.
Stockholders of record at the close of business on January 21, 2000 are
entitled to vote on the proposal. At the record date, the following types and
amounts of our stock, each with a par value of $0.001 per share, were issued and
outstanding: 7,739,068 shares of common stock, 64,584 shares of series A-2
preferred stock, 12,500 shares of series A-3 preferred stock, 50,000 shares of
series B-1 preferred stock, 41,667 shares of series C preferred stock and
106,000 shares of series D preferred stock.
THE CONSENT PROCEDURES
The matters being considered by the stockholders are being submitted for
action by written consent, rather than by votes cast at a meeting. Section 228
of the General Corporation Law of the State of Delaware states that, unless
otherwise provided in the certificate of incorporation, any action that may be
taken at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if:
- consents in writing, setting forth the action so taken, are signed by
the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote on the matter
were present and voted; and
<PAGE> 4
- those consents are delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in
which proceedings of meetings of stockholders are recorded.
Section 213(b) of the Delaware General Corporation Law sets forth the rules
for ascertaining the record date to determine which stockholders of a
corporation are eligible to consent to action by written consent under to
Section 228 of the Delaware General Corporation Law. Section 213(b) provides in
relevant part:
(b) In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the
board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which date shall not be more than
ten days after the date upon which the resolution fixing the record date is
adopted by the board of directors. If no record date has been fixed by the
board of directors, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when no prior
action by the board of directors is required by this chapter, shall be the
first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the corporation by delivery to its
registered office in this State, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.
Our certificate of incorporation currently contains no provision or
language in any way limiting the right of stockholders to take action by written
consent.
VOTING RIGHTS AND SOLICITATION
WHAT VOTE IS REQUIRED?
In the case of this consent solicitation, written, unrevoked consents of
the holders of a majority of the shares of the following classes of our stock
outstanding and entitled to vote on January 21, 1999, the record date for
determining stockholders entitled to express consent to the actions proposed in
this solicitation, are required. All of the classes of stock vote together as a
single class, with the preferred stock voting on an as-converted basis.
<TABLE>
<CAPTION>
SHARES AS-CONVERTED TOTAL
CLASS OF STOCK OUTSTANDING VOTES PER SHARE VOTES
-------------- ----------- --------------- ----------
<S> <C> <C> <C>
Common stock................................. 7,739,068 1 7,739,068
Series A-2 preferred stock................... 64,584 20 1,291,680
Series A-3 preferred stock................... 12,500 20 250,000
Series B-1 preferred stock................... 50,000 20 1,000,000
Series C preferred stock..................... 41,667 20 833,340
Series D preferred stock..................... 106,000 20 2,120,000
----------
Total.............................. 13,234,088
==========
</TABLE>
These consents must be delivered to us as described above to effect the
share issuance for which stockholder consents are being solicited. Each
stockholder of record on the record date is entitled to the number of votes per
share set forth in the table above held by that stockholder on the consent
record date.
WHAT IF I SIGN A CONSENT BUT DO NOT INDICATE MY VOTE?
If a shareholder specifies how the consent card is to be voted with respect
to the proposal, the consent card will be voted in accordance with that
specification. If a shareholder fails to so specify, the consent card will be
deemed a consent to the proposed stock issuance.
2
<PAGE> 5
HOW ARE ABSTENTIONS AND BROKER NON-VOTES TREATED?
Consent cards that reflect abstentions, withheld votes, and broker
non-votes will be treated as voted for purposes of determining the affirmative
vote necessary to approve the proposal. Abstentions, withheld votes, and broker
non-votes have the effect of votes against the proposal.
WHAT IF I DO NOT CONSENT BUT THE PROPOSAL IS STILL APPROVED?
Stockholders who do not consent to the approval of the proposal by
execution of the consent card will nonetheless be bound by the proposal if
sufficient written consents are received by us to approve the proposal as set
forth above. No dissenters' or similar rights apply to stockholders who do not
approve the proposal.
HOW WILL CONSENTS BE SOLICITED?
We will bear the entire cost of solicitation, including the preparation,
assembly, printing, and mailing of this consent statement, the consent, and any
additional solicitation material furnished to stockholders. Copies of
solicitation material will be furnished to fiduciaries and custodians holding
shares in their names that are beneficially owned by others. The original
solicitation of consents by mail may be supplemented by a solicitation by
telephone, telegram, or other means by our directors, officers, or employees. No
additional compensation will be paid to these individuals for any of those
services. Except as described above, we do not presently intend to solicit
consents other than by mail.
CAN I REVOKE MY CONSENT?
A consent executed by a stockholder may be revoked at any time up until
signed unrevoked consents by the holders of a majority of the votes of our
common and preferred stock outstanding on the consent record date have been
delivered to us in accordance with Section 228 of the General Corporation Law of
the State of Delaware. To revoke a consent, a stockholder must deliver a
written, signed and dated revocation prior to that time. A revocation may be in
any written form validly signed by the record holder as long as it clearly
states that the consent previously given is no longer effective. The revocation
must be delivered to our principal executive offices or any other address
provided by us for that purpose.
WHEN DO THE CONSENTS EXPIRE?
All consents, regardless of when dated, will expire unless valid, unrevoked
consents constituting the requisite number of outstanding shares of our common
and preferred stock are delivered to us on or before March 21, 2000 (60 days
from the consent record date).
WILL NON-CONSENTING STOCKHOLDERS RECEIVE NOTICE OF THE CLOSING OF THE PROPOSED
STOCK OFFERING?
If the stock issuance described in this consent statement is closed, we
will notify promptly the stockholders who have not consented to the action taken
as required by Delaware law.
PROPOSAL
APPROVAL OF THE ISSUANCE OF COMMON STOCK
We are seeking stockholder approval for the purposes of Nasdaq Rule 4460(i)
of the issuance of up to 3,138,800 shares of common stock. Up to 2,888,800 of
those shares will be issued to a limited number of institutional investors in a
registered public offering and up to 250,000 of those shares will be issued to
the holder of 118,751 shares of our preferred stock to induce them to convert
their preferred stock into 2,458,491 shares of our common stock concurrently
with the registered offering. We anticipate that the price in the transaction
will be equal to 95% of the arithmetic mean of the closing sales price of our
common stock, as reported on the Nasdaq Stock Market, Inc.'s National Market
System for the 30-trading day period ending on the trading day prior to the
closing date. If that price is below $2.00 or above $3.25 per share, then the
price
3
<PAGE> 6
will be fixed at $2.00 or $3.25, as applicable. The exercise price of the
warrants will be 110% of the final offering price and they will be exercisable
for five years from the date of issuance.
Outside financing is critical to us in our current stage of development
because we do not yet generate sufficient cash from operations to fund our
operations and growth.
We have negotiated the principal terms for the sale of up to 2,888,800
shares of common stock to institutional investors led by The State of Wisconsin
Investment Board. The issuance of the shares will be registered pursuant to a
registration statement on Form S-2 we have filed with the Securities and
Exchange Commission. We hope to raise up to a maximum of $9,388,600 in the
offering, of which $500,000 may be in the form of the cancellation of debt in
consideration of the issuance of common stock in the offering, as described
below.
Our principal stockholder, Wilmington Securities, Inc. an indirect,
wholly-owned subsidiary of The Hillman Company, a private corporation engaged in
diversified investments and operations which is controlled by a trust for the
benefit of Henry L. Hillman, lent $500,000 to us on December 1, 1999. They have
indicated their intent to purchase shares of common stock in the offering in
cancellation of that indebtedness. That purchase will otherwise be on the same
terms as the purchase of common stock by all other purchases in the offering. As
a result of this purchase, if Wilmington and its affiliates and related parties
fully exercised the warrants they hold for the purchase of common stock they
would be able to vote approximately 44% of our total voting securities.
We also anticipate that, concurrently with the issuance of the common stock
in the offering, Wilmington, who holds 118,751 shares of our outstanding
preferred stock, will convert those shares into 2,458,491 shares of common
stock. Wilmington has agreed with us to convert those shares to accommodate the
proposed stock offering.
The maximum 3,138,800 shares we propose to issue in the offering constitute
more than 20% of the number of shares of our common stock outstanding and
certain other holders of our outstanding preferred stock immediately prior to
the transaction. In addition, the purchase price for the common stock will be at
a discount to the market value of our common stock.
Our common stock is listed for trading on the Nasdaq National Market
System. As a result, we must comply with Nasdaq corporate governance rules
contained in the Nasdaq Marketplace Rules.
Nasdaq Marketplace Rule 4460(i)(1)(D) requires stockholder approval of
securities issuances in a non-public offering where:
(1) the securities issued are common stock or securities convertible
into or exercisable for common stock;
(2) the price of the securities is less than the market value of the
common stock; and
(3) the proposed issuance would result in the issuance of 20% or more
of the common stock or voting power of Superconductor before the
issuance.
Additionally, Nasdaq Marketplace Rule 4460(i)(1)(B) requires stockholder
approval of the adoption of a plan or the issuance of securities by us that
would result in a change of control. There is no concrete test to determine the
amount of securities that we may issue to a party without triggering the Nasdaq
Rule 4460(i)(1)(B). Depending on the facts and circumstances, the issuance by us
of a small amount of securities may be deemed to result in a change of control
where an investor acquires a sizable portion of our outstanding voting
securities.
Although our proposed offering will be a registered public offering, we are
seeking stockholder approval of the issuance of the common stock in the offering
to ensure compliance with the Nasdaq Marketplace Rules 4460(i)(1)(D) and
4460(i)(1)(B).
4
<PAGE> 7
PRINCIPAL EFFECTS OF APPROVAL OR NONAPPROVAL
In the event that stockholder approval is obtained, we may issue up to
3,138,800 shares of common stock to a limited number of institutional investors
and to certain other holders of our outstanding preferred stock. Wilmington and
its affiliates or related parties may purchase up to $500,000 worth of the
shares. In the transaction, and based on the 30-trading day average of our
common stock on the date of this consent statement, we will raise approximately
$9,388,600, before expenses and including debt cancellation, if all of the
2,888,800 shares are sold.
If stockholder approval is not obtained, we will likely not issue any of
the shares and will not receive any of the proceeds. In addition, the $500,000
loan received from Wilmington will need to be repaid. In addition, under Nasdaq
rules we may not be able to issue additional securities at a price below the
current market price of our common stock without obtaining stockholder approval
in advance.
In the opinion of the board, a failure of the stockholders to approve the
proposal will have a severely detrimental effect on Superconductor and our
future. A failure of Superconductor to obtain approval would have a negative
effect on our future financing activities, which are critical to the long-term
success of Superconductor and maximizing value for our stockholders.
VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS
The approval of the issuance of up to 3,138,800 shares of common stock and
certain other holders of our outstanding preferred stock as contemplated by
Superconductor requires the affirmative vote of a majority of our outstanding
common and preferred stock, voting together as a single class.
The board recommends the execution of the enclosed consent to CONSENT to
this proposal.
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our common stock
as of January 21, 2000, by (i) each person known by us to be the beneficial
owner of more than 5% of our common stock, (ii) by each director, (iii) by each
of the executive officers named in the table under "Executive Compensation --
Summary Compensation Table," in the proxy statement distributed in connection
with our 1999 annual meeting, and (iv) all directors and executive officers as a
group. Except as otherwise indicated in the footnotes to the table, the persons
and entities named in the table have sole voting and investment power with
respect to all shares beneficially owned, subject to community property laws,
where applicable.
Wilmington and its related parties are the sole holders of 100% of our
series A-2, A-3, B-1, and C preferred stock (64,584, 12,500, 50,000 and 41,667
shares, respectively) and are entitled to cast a total of 3,375,020 votes with
respect to such shares in this consent solicitation. Wilmington and its related
parties, and TGI Fund III, LLC own 40% (42,400 shares) and 60% (63,600 shares)
of the outstanding shares of series D preferred stock, respectively, and are
entitled to 848,000 and 1,272,000 votes, respectively, by virtue of such
ownership. All information with respect to convertible or exercisable securities
is based on securities that are convertible or exercisable into common stock
within 60 days of January 21, 2000.
<TABLE>
<CAPTION>
SHARES
ISSUABLE UPON SHARES
CONVERSION OF UNDERLYING
NUMBER OF PERCENTAGE PREFERRED WARRANTS/
NAME SHARES OWNERSHIP STOCK OPTIONS
---- --------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Wilmington Securities, Inc. and Related
Parties....................................... 5,534,632 44.65% 4,113,622 546,010
824 Market Street, Suite 900
Wilmington, Delaware 19801
TGI Fund III, LLC............................... 1,020,316 11.65% 927,560 92,756
6501 Columbia Center
701 Fifth Avenue
Seattle, WA 98104
Glenn E. Penisten............................... 185,591 2.37% -- 88,334
M. Peter Thomas................................. 177,100 2.24% -- 176,667
Robert B. Hammond............................... 131,042 1.67% -- 98,542
E. Ray Cotton................................... 97,356 1.24% -- 97,356
James G. Evans, Jr.............................. 80,626 1.03% -- 80,626
J. Robert Schrieffer............................ 56,484 * -- 51,834
Robert P. Caren................................. 38,267 * -- 30,917
Dennis Horowitz................................. 30,284 * -- 22,834
John D. Lockton................................. 6,250 * -- 6,250
Richard M. Johnston............................. -- * -- --
Joseph C. Manzinger............................. 16,100 * -- --
James P. Simmons, Jr. .......................... 250 * -- --
All executive officers and directors as a group
(14 persons).................................. 944,261 11.09% -- 775,321
</TABLE>
- ---------------
* Less than one percent.
Wilmington is an indirect, wholly owned subsidiary of The Hillman Company,
a private corporation engaged in diversified investments and operations. The
Hillman Company is controlled by Henry L. Hillman, Elsie Hilliard Hillman and
C.G. Grefenstette, trustees of the Henry L. Hillman Trust dated November 18,
1985. Each of the trustees shares voting and dispositive power over the assets
of The Hillman Company. The totals in the table above include 100,000 shares of
common stock, 314,835 shares issuable upon the conversion of preferred stock,
and warrants exercisable for an aggregate of 45,752 shares of common stock owned
by the Hillman Trust. The totals in the table above for Wilmington and persons
related to Wilmington also include 419,780 shares of common stock issuable upon
conversion of series B-1 preferred stock and warrants exercisable for an
aggregate of 61,003 shares of common stock owned beneficially of record by four
other
6
<PAGE> 9
trusts for members of the Hillman family. The Hillman Trust trustees (other than
Mr. Grefenstette, who is also a trustee of the other trusts) disclaim beneficial
ownership of those shares.
Mr. Johnston is a Vice President and Director of The Hillman Company and
Mr. Manzinger is a Vice President of The Hillman Company. Both Mr. Johnston and
Mr. Manzinger disclaim beneficial ownership of all of the shares owned by
Wilmington Securities, Inc. and the trusts for the benefit of the Hillman
family.
The share amounts in the table above for Glenn E. Penisten include 96,997
shares held by a trust for the benefit of Glenn and Mary Louise Penisten.
Mr. Simmons ceased service with Superconductor in September of 1998.
DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS
Proposals of stockholders of Superconductor that are intended to be
presented by those stockholders at our 2000 annual meeting of stockholders must
have been received by us no later than December 22, 1999 in order to be
considered for inclusion in the proxy statement and form of proxy relating to
that meeting.
OTHER MATTERS
No other matters will be submitted to the stockholders in this consent
solicitation and no discretionary authority with respect to any other matters is
being solicited.
By Order of the Board of Directors
SUPERCONDUCTOR TECHNOLOGIES INC.
/s/ Robert B. Hamm
Robert B. Hammond
Secretary
Santa Barbara, California
January 28, 2000
7
<PAGE> 10
CONSENT CARD
CONSENT BY STOCKHOLDER
OF
SUPERCONDUCTOR TECHNOLOGIES INC.
TO ACTION WITHOUT A MEETING
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
SUPERCONDUCTOR TECHNOLOGIES INC.
The undersigned, a stockholder of record of Superconductor Technologies
Inc. on January 21, 2000, hereby consents, pursuant to Section 228 of the
Delaware General Corporation Law, with respect to all shares of common or
preferred stock, par value $.001 per share, of Superconductor held by the
undersigned and as indicated below, to the following action without a meeting,
without prior notice and without a vote.
SUPERCONDUCTOR STRONGLY RECOMMENDS THAT THE STOCKHOLDERS CONSENT TO THE
FOLLOWING RESOLUTIONS:
o Approval of the issuance of up to 3,138,800 shares of common stock, up
to 2,888,800 to a limited number of institutional investors at a price
per share equal to 95% of the arithmetic mean of the closing sales
price of our common stock, as reported on the Nasdaq Stock Market,
Inc.'s National Market System for the 30-trading day period ending on
the trading day prior to the closing date, but not less than $2.00 nor
more than $3.25 per share, and up to 250,000 upon the exercise of
warrants to be issued to the holders of 118,751 shares of our
preferred stock to induce those holders to convert those shares into
2,458,491 shares of common stock, as follows:
RESOLVED, that the issuance of up to 3,138,800 shares of common
stock of Superconductor Technologies Inc., up to 2,888,800 to a
limited number of institutional investors at a price per share
equal to 95% of the arithmetic mean of the closing sales price of
Superconductor's common stock, as reported on the Nasdaq Stock
Market, Inc.'s National Market System for the 30-trading day
period ending on the trading day prior to the closing date, but
not less than $2.00 nor more than $3.25 per share, in a
registered public offering, and up to 250,000 upon the exercise
of warrants to be issued to the holders of 118,751 shares of our
preferred stock to induce those holders to convert those shares
into 2,458,491 shares of common stock, on the terms described in
Superconductor's consent statement dated January 28, 2000, be and
hereby is approved.
[ ] CONSENT [ ] CONSENT WITHHELD [ ] ABSTAIN
If no box is marked above, the undersigned will be deemed to
consent to the foregoing resolution.
The invalidity, illegality or unenforceability of any particular provision
of this consent will be construed in all respects as if such invalid, illegal or
unenforceable provision were omitted without affecting the validity, legality or
enforceability of the remaining provisions hereof.
PLEASE SIGN, DATE AND RETURN THIS CONSENT PROMPTLY, USING THE ENCLOSED
ENVELOPE.
<PAGE> 11
PLEASE SIGN BELOW EXACTLY AS NAME APPEARS ON THIS CONSENT. If shares are
registered in more than one name the signatures of all such persons are
required. A corporation should sign in its full corporate name by a duly
authorized officer, stating his title. Trustees guardians, executors and
administrators should sign in their official capacity giving their full title as
such. If a partnership, please sign in the partnership name by authorized
persons. MAKE SURE THAT THE NAME ON YOUR CERTIFICATE(S) AND THE NUMBER OF SHARES
ARE EXACTLY AS YOU INDICATE BELOW.
---------------------------------
Number of shares
---------------------------------
Class of shares
---------------------------------
Name
---------------------------------
Signature
---------------------------------
Dated
---------------------------------
Signature (if held jointly)
---------------------------------
Title or authority, if applicable
*THIS IS YOUR CONSENT CARD*
