<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 [ ]
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>
- --------------------------------------------------------------------------------
(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):
[ ] 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
[SHARPS COMPLIANCE CORP. LETTERHEAD]
October 15, 1999
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the 1999
Annual Meeting of Stockholders of Sharps Compliance Corp. The Annual Meeting
will be held on Tuesday, November 16, 1999, at 2:00 p.m. at the Company's
offices, 9050 Kirby Drive, Houston, Texas. The formal Notice of the Annual
Meeting is set forth in the enclosed material.
The matters expected to be acted upon at the meeting are described in the
attached Proxy Statement. During the meeting, stockholders will have the
opportunity to ask questions and comment on the operations of Sharps Compliance
Corp.
It is important that your views be represented whether or not you are able to be
present at the Annual Meeting. PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY.
We appreciate your investment in Sharps Compliance Corp. and urge you to return
your proxy card as soon as possible.
Sincerely,
/s/ BURT KUNIK
Burt Kunik
Chairman of the Board,
President and Chief Executive Officer
<PAGE> 3
SHARPS COMPLIANCE CORP.
9050 KIRBY DRIVE
HOUSTON, TEXAS 77054
--------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders
(the "Annual Meeting") of Sharps Compliance Corp., a Delaware corporation (the
"Company"), will be held on Tuesday, November 16, 1999, at 2:00 p.m. local time
at the Company's offices, 9050 Kirby Drive, Houston, Texas, for the purpose of
considering and voting upon the following:
(1) The election of four directors to hold office until the next
Annual Meeting of Stockholders or until the election and
qualification of their respective successors.
(2) A proposal to ratify the appointment of Arthur Andersen LLP as
independent public accountants of the Company for the fiscal
year ending June 30, 2000.
(3) Such other business as properly may come before the Annual
Meeting or any adjournment(s) thereof. The Board of Directors
is presently unaware of any other business to be presented to
a vote of the stockholders at the Annual Meeting.
The items of business are more fully described in the Proxy Statement
accompanying this notice.
The Board of Directors has fixed October 1, 1999 as the record date
(the "Record Date") for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment(s) or postponement(s)
thereof. Only stockholders of record at the close of business on the Record Date
are entitled to notice of and to vote at the Annual Meeting. The stock transfer
books will not be closed. A list of stockholders entitled to vote at the Annual
Meeting will be available for examination at the offices of the Company for ten
days prior to the Annual Meeting.
By Order of the Board of Directors
W. Audie Long
Corporate Secretary
Houston, Texas
October 15, 1999
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER,
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED
TO PROMPTLY MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED
AND VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. YOUR PROXY WILL BE RETURNED TO YOU
IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND SHOULD REQUEST SUCH RETURN OR
IF YOU SHOULD REQUEST SUCH RETURN IN THE MANNER PROVIDED FOR REVOCATION OF
PROXIES ON THE INITIAL PAGES OF THE ENCLOSED PROXY STATEMENT. PROMPT RESPONSE BY
OUR STOCKHOLDERS WILL REDUCE THE TIME AND EXPENSE OF SOLICITATION.
<PAGE> 4
SHARPS COMPLIANCE CORP.
9050 KIRBY DRIVE
HOUSTON, TEXAS 77054
-------------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 1999
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement (the "Proxy Statement") and the accompanying
materials are furnished in connection with the solicitation of proxies by the
Board of Directors of Sharps Compliance Corp., a Delaware corporation (the
"Company"), to be used at the Annual Meeting of Stockholders of the Company to
be held on November 16, 1999 (the "Annual Meeting"), at the time and place and
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders and adjournment(s) or postponement(s) thereof.
The accompanying proxy is designed to permit each holder of the
Company's common stock, par value $0.01 per share (the "Common Stock"), to vote
for or withhold voting for the nominees for election as directors of the Company
set forth under Proposal 1, to vote for or against or to abstain from voting on
Proposal 2 and to authorize the proxies to vote in their discretion with respect
to any other proposal brought before the Annual Meeting. When a stockholder's
executed proxy card specifies a choice with respect to a voting matter, the
shares will be voted accordingly. IF NO SUCH SPECIFICATIONS ARE MADE, THE
PROXIES FOR THE COMMON STOCK WILL BE VOTED BY THOSE PERSONS NAMED IN THE PROXIES
AT THE ANNUAL MEETING: FOR THE ELECTION OF THE NOMINEES SPECIFIED UNDER THE
CAPTION "ELECTION OF DIRECTORS" AND FOR RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY. If any
other matters properly come before the Annual Meeting, the Proxies will vote
upon such matters according to their judgment.
The Company encourages the personal attendance of its stockholders at
the Annual Meeting, and execution of the accompanying proxy will not affect a
stockholder's right to attend the Annual Meeting and to vote his or her shares
in person. Any stockholder giving a proxy has the right to revoke it by giving
written notice of revocation to W. Audie Long, Corporate Secretary, Sharps
Compliance Corp., at the Company's executive office, 9050 Kirby Drive, Houston,
Texas 77054, at any time before the proxy is voted, by executing and delivering
a later-dated proxy, or by attending the Annual Meeting and voting his or her
shares in person. No such notice of revocation or later-dated proxy will be
effective, however, until received by the Company at or prior to the Annual
Meeting. Such revocation will not affect a vote on any matters taken prior to
the receipt of such revocation. Mere attendance at the Annual Meeting will not
of itself revoke the proxy.
All expenses of the Company in connection with this solicitation will
be borne by the Company. In addition to the solicitation of proxies by use of
the mail, officers, directors and regular employees of the Company may solicit
the return of proxies by personal interview, mail, telephone and/or facsimile.
Such persons will not be additionally compensated, but will be reimbursed for
out-of-pocket expenses. The Company also will request brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation material to the
beneficial owners of shares held of record by such persons and will reimburse
such persons and its transfer agent for their reasonable out-of-pocket expenses
in forwarding such material.
This Proxy Statement, Proxy Card and the Company's Annual Report on
Form 10-KSB covering the Company's fiscal year ended June 30, 1999, including
audited financial statements, are first being mailed to the stockholders of the
Company on or about October 15, 1999.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 1999 is incorporated by reference in this Proxy Statement. A copy of
such Form 10-KSB is enclosed with this Proxy Statement. In the event this Proxy
Statement was delivered without a copy of such Form 10-KSB, the Company will,
upon written or oral request, provide without charge a copy of such Form 10-KSB
(other than exhibits to such document, unless such exhibits are specifically
incorporated by reference into such document). Requests should be directed to
Sharps Compliance Corp., 9050 Kirby Drive, Houston, Texas 77054, Attention: Kent
D. Manby, telephone (713) 432-0300.
THE DATE OF THIS PROXY STATEMENT IS OCTOBER 15, 1999
<PAGE> 5
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
GENERAL
The Board has fixed the close of business on October 1, 1999 as the
record date (the "Record Date") for the Annual Meeting. Only holders of record
of the outstanding shares of Common Stock at the close of business on the Record
Date are entitled to notice of and to vote at the Annual Meeting and any
adjournment(s) thereof. At the close of business on October 1, 1999, there were
7,626,444 shares of Common Stock outstanding and entitled to be voted at the
Annual Meeting. The Common Stock is the only class of stock entitled to vote at
the Annual Meeting. Each share of Common Stock is entitled to one vote on each
matter presented to the stockholders.
QUORUM AND VOTE REQUIRED
The presence, in person or by proxy, of a majority of the total shares
of Common Stock outstanding at the close of business on the Record Date is
necessary to constitute a quorum for transaction of business at the Annual
Meeting. Abstentions and broker non-votes are counted as shares present for the
purpose of determining the presence or absence of a quorum for the transaction
of business. Assuming the presence of a quorum, the affirmative vote of the
holders on the Record Date of a plurality of shares of Common Stock outstanding,
represented in person or by proxy at the Annual Meeting, is required to elect
directors and the affirmative vote of the holders on the Record Date of a
majority of shares of Common Stock represented in person or by proxy at the
Annual Meeting is required for ratification of the appointment of the Company's
independent public accountants.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The following table and notes thereto set forth certain information
with respect to the shares of Common Stock beneficially owned by (i) each
director and nominee for director of the Company, (ii) all executive officers of
the Company, including those listed in the Summary Compensation Table set forth
under the caption "Executive Compensation" below, (iii) all directors and
executive officers of the Company as a group and (iv) each person known by the
Company to be the beneficial owner of 5% or more of the outstanding Common
Stock, as of the Record Date:
<TABLE>
<CAPTION>
COMMON STOCK
--------------------------------------------------
AMOUNT AND NATURE OF PERCENT OF CLASS
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OWNED BENEFICIALLY(2)
------------------------ ----------------------- ---------------------
<S> <C> <C>
Lee Cooke 119,835(3) 1.6%
John W. Dalton(4) 1,322,000(5) 17.3%
Parris H. Holmes, Jr.(6) 773,348(7) 10.1%
Dr. Burt Kunik(8) 2,928,000 38.4%
Kent D. Manby 0 *
Philip C. Zerrillo 0 *
All executive officers and directors
as a group (five individuals) 3,821,183(9) 49.8%
</TABLE>
- ----------------------
*Represents less than 1% of the issued and outstanding shares of Common Stock.
(1) Each of the persons named in the table has sole voting and investment
power with respect the shares reported, subject to community property laws
where applicable and the information contained in this table and these
notes.
(2) The percentages indicated are based on outstanding stock options
exercisable within 60 days for each individual and 7,626,444 shares of
Common Stock issued and outstanding on the Record Date.
(3) Includes 33,488 shares that Mr. Cooke has the right to acquire upon the
exercise of stock options, exercisable within 60 days.
2
<PAGE> 6
(4) Mr. Dalton's address is 9258 Elizabeth, Houston, Texas 77055.
(5) Includes 272,000 shares owned by Mr. Dalton's children.
(6) Mr. Holmes's address is 7411 John Smith Drive, Suite 200, San Antonio,
Texas 78229.
(7) Includes 14,902 shares that Mr. Holmes has the right to acquire upon the
exercise of stock options, exercisable within 60 days.
(8) Dr. Kunik's address is 9050 Kirby Drive, Houston, Texas 77054.
(9) Includes 48,390 shares that five directors and executive officers have the
right to acquire upon the exercise of stock options, exercisable within 60
days.
ITEM 1 ON PROXY
ELECTION OF DIRECTORS
NOMINEES
The By-laws of the Company provide that the Board of Directors shall
consist of not fewer than three nor more than fifteen members and that the
number of directors, within such limits, shall be determined by resolution of
the Board of Directors at any meeting or by the stockholders at the Annual
Meeting. The Board of Directors of the Company has set the number of directors
comprising the Board of Directors at five. If all of the nominees listed below
are elected by the stockholders at the Annual Meeting, one vacancy will remain,
which may be filled by the Board of Directors upon selection of a qualified
candidate.
The Board of Directors has nominated for director the individuals named
below to be elected at the Annual Meeting. Each of the nominees has agreed to
stand for election as a director of the Company, to serve until the 1999 Annual
Meeting or until their respective successors have been duly elected and
qualified.
The table below sets forth the names and ages of the nominees for
director and the year each nominee first became a director of the Company. Each
of the nominees is presently serving as a director of the Company. Biographical
information on the nominees is set forth below under "Management - Executive
Officers and Directors."
<TABLE>
<CAPTION>
YEAR FIRST BECAME A
NAME AND AGE DIRECTOR OF THE COMPANY
------------ -----------------------
<S> <C>
Lee Cooke (55) 1992
Parris H. Holmes, Jr. (55) 1998
Dr. Burt Kunik (61) 1998
Philip C. Zerrillo (41) 1999
</TABLE>
Unless otherwise indicated on any duly executed and dated proxy, the
persons named in the enclosed proxy intend to vote the shares that it represents
for the election of the nominees listed in the table above for the term
specified. Although the Company does not anticipate that the above-named
nominees will refuse or be unable to accept or serve as directors of the Company
for the term specified, the persons named in the enclosed form of proxy intend,
if either of such nominees is unable or unwilling to serve as a director, to
vote the shares represented by the proxy for the election of such other person
as may be nominated or designated by management, unless they are directed by the
proxy to do otherwise.
Assuming the presence of a quorum, the affirmative vote of the holders
of a plurality of the shares of Common Stock, represented in person or by proxy
at the Annual Meeting, is required for the election of directors. Assuming the
receipt by each such nominee of the affirmative vote of at least a plurality of
the shares of Common Stock represented at the
3
<PAGE> 7
Annual Meeting, such nominees will be elected as directors. Proxies will be
voted in accordance with the specifications marked thereon, and if no
specification is made, will be voted "FOR" the nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF EACH OF THE INDIVIDUALS NOMINATED
FOR ELECTION AS DIRECTORS.
ITEM 2 ON PROXY
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of Arthur
Andersen LLP to serve as independent public accountants of the Company for the
fiscal year ending June 30, 2000. Although stockholder ratification is not
required, the Board of Directors has directed that such appointment be submitted
to the stockholders of the Company for ratification at the Annual Meeting.
Arthur Andersen LLP has served as independent public accountants of the Company
with respect to the Company's consolidated financial statements for fiscal years
1997 through 1999 and is considered by management of the Company to be well
qualified. If the stockholders do not ratify the appointment of Arthur Andersen
LLP, the Board of Directors may reconsider the appointment.
Representatives of Arthur Andersen LLP will be present at the Annual
Meeting. They will have an opportunity to make a statement if they desire to do
so and will be available to respond to appropriate questions from stockholders.
Assuming the presence of a quorum, the affirmative vote of the holders
of a majority of the outstanding shares of Common Stock represented at the
Annual Meeting in person or by proxy is necessary for the adoption of the
proposal. Proxies will be voted for or against such approval in accordance with
the specifications marked thereon, and if no specification is made, will be
voted "FOR" such ratification.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
OF THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2000
ITEM 3 ON PROXY
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
The Board of Directors of the Company does not know of any other
matters which properly may come before the Annual Meeting. However, if any other
matter should be properly presented for consideration and voting at the Annual
Meeting or any adjournment(s) thereof, it is the intention of the persons named
in the accompanying proxy to vote, or otherwise act, in accordance with their
judgment on such issues.
4
<PAGE> 8
MANAGEMENT
Set forth below is information with respect to each director and
executive officer of the Company as of September 30, 1999. The executive
officers are elected by the Board of Directors and serve at the discretion of
the Board. There are no family relationships between any two directors or
executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------ --- ----------------------------------------------
<S> <C> <C>
DR. BURT KUNIK 61 Chairman of the Board, Chief Executive Officer
and President
LEE COOKE(1) 55 Director
PARRIS H. HOLMES, JR.(1) 55 Director
PHILIP C. ZERRILLO 41 Director
KENT D. MANBY 55 Vice President, Chief Financial Officer
and Treasurer
</TABLE>
- -----------------
(1) Member of the Audit and Compensation Committees
The following is a description of the biographies of the Company's
executive officers and directors and nominees for director for the past five
years.
Dr. Burt Kunik has been a director, Chairman of the Board, Chief
Executive Officer and President of the Company since July 1998. He founded
Sharps Compliance, Inc. ("SCI"), now a wholly owned subsidiary of the Company,
in May 1994 and has served as a director and Chief Executive Officer of SCI
since that time. Dr. Kunik has 24 years of experience as an endodontist,
including management experience of three successful start-up companies in the
medical waste and insurance industries. Prior to starting SCI, Dr. Kunik spent
five years with 3CI Complete Compliance Corporation, which he co-founded. Its
successor, American 3CI (Nasdaq: TCCC), currently is engaged in the business of
medical waste services in the southeastern/southwestern United States. Other
previous business experience includes management roles in real estate, oil and
gas, cattle ranching and the travel industry. Dr. Kunik has been very active in
the medical waste industry for nine years. He served as Chairman of the Medical
Waste Institute in 1992 and has served on the board of the Environmental
Industry Association.
Lee Cooke has been a director of the Company since March 1992. He
served as Chairman of the Board, Chief Executive Officer and President of the
Company from March 1992 until July 1998. Mr. Cooke served several roles in
marketing, manufacturing and human resources at Texas Instruments from 1972 to
1983. He served as Chief Executive Officer of The Greater Austin Chamber of
Commerce from 1983 to 1987. From 1988 to 1991 he served as Mayor of Austin,
Texas. Mr. Cooke is a director of Billing Concepts Corp., an information systems
provider.
Parris H. Holmes, Jr. has been a director of the Company since July
1998. He previously served on the Company's Board of Directors from March 1992
until April 1996. Mr. Holmes has served as Chairman of the Board and Chief
Executive Officer of Billing Concepts Corp. since May 1996. He served as both
Chairman of the Board and Chief Executive Officer of USLD Communications Corp.
("USLD") from September 1986 until August 1996 and served as Chairman of the
Board of USLD until June 1997. Prior to March 1993, Mr. Holmes also served as
President of USLD. Mr. Holmes is also Chairman of the Board of Tanisys
Technology, Inc., a developer, manufacturer and marketer of computer peripheral
equipment. Mr. Holmes also served as a director of SCI prior to its acquisition
by the Company in February 1998. On December 18, 1996, the Securities and
Exchange Commission (the "Commission") filed a civil injunctive action in the
United States District Court for the District of Columbia alleging that Mr.
Holmes failed to file timely 12 reports regarding certain 1991 and 1992
transactions in the stock of USLD as required by Section 16(a) of the Securities
and Exchange Act of
5
<PAGE> 9
1934, as amended. Section 16(a) requires officers and directors of such
companies to file reports with the Commission regarding their personal
transactions in the securities of their company. Mr. Holmes settled this action
on December 18, 1996, without admitting or denying the allegations of the
complaint, by consenting to the entry of an injunction with respect to these
requirements and paying a civil penalty of $50,000. The Commission Staff also
has notified Mr. Holmes of its decision to terminate its investigation of
trading in the securities of USLD and the securities of Value-Added
Communications, Inc. (In the Matter of Trading in the Securities of Value-Added
Communications, Inc. (HO-2765)).
Philip C. Zerrillo, Ph.D., has been a Director of the Company since
September 1999. Mr. Zerrillo has served as Associate Dean of The University of
Texas School of Business since September 1999 and has been a member of the
faculty of The University of Texas since 1993. He has been a visiting professor
at several universities, including Thommasat University (Thailand) and
Northwestern University's J.L. Kellogg Graduate School of Management, since
1991, and is the author of numerous published articles in the fields of
distribution channel management and business system innovation.
Kent D. Manby joined the Company as Vice President, Chief Financial
Officer and Treasurer in July 1998. He previously served as Partner - Finance
for Irrigation Station, a wholesale supplier of irrigation equipment, from May
1993 to May 1998. Mr. Manby has approximately 20 years of financial management
experience, including Executive Vice President and Chief Financial Officer of
EnerServe Products, Inc. and successor companies from 1987 to 1993 and as a
partner in Manby, Metzenthin & Company, Certified Public Accountants, from 1978
to 1986. In addition, Mr. Manby has business experience in oil and gas,
construction and real estate.
COMMITTEES, MEETINGS AND BOARD COMPENSATION
The business of the Company is managed under the direction of its Board
of Directors. The Company's Board of Directors has established two standing
committees: The Audit Committee and the Compensation Committee.
AUDIT COMMITTEE. The Audit Committee is comprised of certain directors
who are not employees of the Company or any of its subsidiaries. Messrs. Cooke
and Holmes are the current members of the Audit Committee. The Audit Committee
acts on behalf of the Board of Directors with respect to the Company's financial
statements, record-keeping, auditing practices and matters relating to the
Company's independent public accountants, including recommending to the Board of
Directors the firm to be engaged as independent public accountants for the next
fiscal year; reviewing with the Company's independent public accountants the
scope and results of the audit and any related management letter; consulting
with the independent public accountants and management with regard to the
Company's independent public accountants; and reviewing the independence of the
independent public accountants.
COMPENSATION COMMITTEE. The Compensation Committee is comprised of
certain directors who are not employees of the Company or any of its
subsidiaries. Messrs. Cooke and Holmes are the current members of the
Compensation Committee. The Compensation Committee reviews and makes
recommendations to the Board of Directors concerning major compensation policies
and compensation of officers and executive employees and administers the
Company's 1993 Stock Plan.
BOARD OF DIRECTOR AND COMMITTEE MEETINGS. The Board of Directors met
three times in the 12 months ended June 30, 1999. During the fiscal year, each
of the directors of the Company attended at least 75% of the aggregate of the
meetings of the Board of Directors and committees of which such director was a
member.
COMPENSATION OF DIRECTORS
MEETING FEES. The Company reimburses its directors for travel expenses
to attend Board meetings but does not provide any other cash compensation.
STOCK OPTIONS. From January 1993 through June 1998, each non-employee
director was granted a stock option to purchase 40,000 shares under the
Company's 1993 Stock Plan (the "Stock Plan") at the time of their election or
appointment to the Board of Directors. Pursuant to an amendment to the Stock
Plan, beginning July 1998, each non-employee director was granted an option to
purchase 25,000 shares under the Company's 1993 Stock Plan upon election or
appointment to the Board of Directors of the Company. See "Executive
Compensation - Employee Benefit Plans - Sharps Compliance Corp.
6
<PAGE> 10
1993 Stock Plan." These options vest over a three-year period beginning with the
date of service as a director. Options outstanding at February 27, 1998, the
effective date of the Company's acquisition of SCI, became 100% vested under the
terms of the Stock Plan. At June 30, 1999, the non-employee directors of the
Company held the following number and value of options granted under the Stock
Plan:
<TABLE>
<CAPTION>
SECURITIES UNDERLYING UNREALIZED VALUE OF OPTIONS
OPTIONS EXERCISE PRICE AT JUNE 30, 1999 ($) (2)
DIRECTOR EXERCISABLE(1) UNEXERCISABLE PER SHARE(1) EXERCISABLE UNEXERCISABLE
- -------- -------------- ------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
LEE COOKE 33,488 0 $3.02 N/A $0
0 25,000(3) $2.00 $0 N/A
PARRIS H. HOLMES, JR. 14,902 0 $3.02 N/A $0
0 25,000(3) $2.00 $0 N/A
</TABLE>
- -----------------
(1) For options granted prior to July 24, 1998, represents the number of
shares and exercise price after giving effect to the one-for-5.032715
reverse stock split effective July 23, 1998.
(2) Reflects the aggregate market value of the underlying securities as
determined by reference to the closing price of the Common Stock on the
NASD OTC Bulletin Board on June 30, 1999 ($1.75 per share) minus the
aggregate exercise price for each option.
(3) This option was canceled effective September 7, 1999 by mutual agreement
of the Company and the optionee.
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding
compensation paid during each of the Company's last three fiscal years to the
Company's Chief Executive Officer. No executive officer of the Company received
salary and bonus exceeding $100,000 in fiscal 1999. Mr. Cooke agreed to a 30%
reduction in compensation for fiscal 1997 and a 15% reduction in compensation
for fiscal 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS COMPENSATION
--------------------------- ----------- ---------- --------- ------------
<S> <C> <C> <C> <C>
DR. BURT KUNIK 1999 $ 180,000 $ 173,000 None
Chairman of the Board, Chief 1998(1) 60,000 None None
Executive Officer and President 1997 N/A N/A N/A
LEE COOKE 1999(2) $ 12,700 None (3)
Chairman of the Board, Chief 1998 92,800 None None
Executive Officer and President 1997 76,700 None None
</TABLE>
- -----------------
(1) Dr. Kunik was elected to the Board of Directors and elected Chairman of
the Board, Chief Executive Officer and President of the Company in July
1998. The amount shown reflects Dr. Kunik's salary from February 27, 1998,
the effective date of the Company's acquisition of SCI, through June 30,
1998, the Company's fiscal year end. Dr. Kunik's annual salary is
$180,000.
(2) The amount shown reflects Mr. Cooke's salary from July 1, 1998, the
beginning of the Company's fiscal year, through July 22, 1998, the date of
his resignation as Chairman of the Board, Chief Executive Officer and
President. Mr. Cooke continues to serve as a member of the Board of
Directors of the Company.
7
<PAGE> 11
(3) In connection with Mr. Cooke's resignation as Chairman of the Board, Chief
Executive Officer and President, and in consideration Mr. Cooke's waiver
and release of the Company from any and all liabilities in connection with
those certain severance obligations of the Company under his employment
agreement with the Company, the Company entered into a Severance Agreement
with Mr. Cooke in September 1998 pursuant to which the Company sold to Mr.
Cooke any and all assets and liabilities related to the Company's
subsidiary, U.S. Medical, Inc., including (i) all cash on hand, less
$40,000, (ii) all accounts receivable, (iii) all personal property located
at the offices in Austin, Texas, (iv) all patents and trademarks owned or
licensed to U.S. Medical, Inc., (v) customer lists of U.S. Medical, Inc.,
(vi) rights to the name U.S. Medical Systems, Inc. and (vii) all of the
capital stock of U.S. Medical, Inc. The Company based its decision on,
among other things, an independent evaluation by CFO Services, Inc. of
Austin, Texas, of the assets and liabilities of U.S. Medical, Inc. for the
total valuation of $92,000. See "Executive Compensation - Employment
Agreements."
STOCK OPTION GRANTS IN FISCAL 1999
The following table provides information related to options granted to
the named executive officers during fiscal 1999. The Company has never granted
stock appreciation rights.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE EXPIRATION
NAME GRANTED(#) 1999 ($/SH) DATE
------------------ ---------- ----------- --------- ----------
<S> <C> <C> <C> <C>
DR. BURT KUNIK 0 -- -- --
LEE COOKE 25,000(1) 11.8% $2.00 7/24/03
</TABLE>
- -----------------
(1) Non-employee director stock option granted upon election to the Board
of Directors in July 1998 and canceled effective September 7, 1999 by
mutual agreement of the Company and the optionee.
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND FISCAL YEAR-END OPTION VALUES
There were no option exercises by the named executive officers during
the 1999 fiscal year. The following table provides the number and value of
options held at fiscal year end. The Company does not have any outstanding stock
appreciation rights.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)(1)
SHARES ACQUIRED VALUE ------------------------------- -------------------------------
NAME UPON OPTION EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------- ----------------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
DR. BURT KUNIK 0 N/A 0 0 -- --
LEE COOKE 0 N/A 33,488 25,000(2) N/A N/A
</TABLE>
- -----------------
(1) Market value of the underlying securities as determined by reference to
the closing price of the Common Stock on the NASD OTC Bulletin Board on
June 30, 1999 ($1.75) minus the exercise price.
(2) The option covering these shares was canceled effective September 7,
1999 by mutual agreement of the Company and the optionee.
8
<PAGE> 12
EMPLOYEE BENEFIT PLANS
SHARPS COMPLIANCE CORP. 1993 STOCK PLAN
General. Effective November 16, 1993, the stockholders of the Company
approved the Stock Plan. Under the Stock Plan, (a) employees of the Company and
any subsidiary of the Company may be awarded incentive stock options ("ISOs"),
as defined in Section 422A(b) of the Internal Revenue Code of 1986, as amended
(the "Code"), and (b) employees, consultants and affiliates or any other person
or entity, as determined by the Administrator to be in the best interests of the
Company, may be granted (i) stock options which do not qualify as ISOs
("Non-qualified Options"), (ii) awards of stock in the Company ("Awards"), (iii)
stock appreciation rights ("SARs") in conjunction with, or independently of,
options granted thereunder, (iv) performance awards in the form of units
("Units") representing phantom shares of stock, (v) non-employee director
options and (vi) opportunities to make direct purchases of stock in the Company
("Purchases"). ISOs and Non-qualified Options are collectively referred to as
"Options," and together with Awards, SARs, Units, Purchases and non-employee
director options are collectively referred to as "Stock Rights."
Shares Subject to the Stock Plan. The Stock Plan authorizes the
issuance of up to 1,000,000 shares, after giving effect to the one-for-5.032715
reverse stock split effective July 23, 1998. At September 30, 1999, options to
purchase 251,808 shares had been granted. If any Stock Right granted under the
Stock Plan terminates, expires or is surrendered, new Stock Rights may
thereafter be granted covering such shares.
Administration. The Stock Plan is administered by the Board of
Directors (the "Administrator"). Subject to the terms of the Stock Plan, the
Administrator has the authority to determine the persons to whom Stock Rights
(except non-employee director options) shall be granted, the number of shares
covered by each such grant, the exercise or purchase price per share, the time
or times at which Stock Rights shall be granted, whether each option granted
shall be an ISO or a Non-qualified Option, whether restrictions such as
repurchase options are to be imposed on shares subject to Stock Rights and the
nature of such restrictions, if any. The interpretation or construction by the
Administrator of the Stock Plan or with respect to any Stock Rights granted
thereunder shall, unless otherwise determined by the Board of Directors, be
final. The option price for ISOs may not be less than 100% of the fair market
value of the Common Stock on the date of grant, or 110% of the fair market value
with respect to any ISO issued to a holder of 10% or more of the Company's
shares. There is no price requirement for Non-qualified Stock Options. In no
event may the aggregate fair market value (determined on the date of the grant
of an ISO) of Common Stock for which ISOs granted to any employee under the
Stock Plan are exercisable for the first time by such employee during any
calendar year exceed $100,000. The Stock Plan further directs the Administrator
to set forth provisions in Option agreements regarding the exercise and
expiration of Options according to stated criteria. The Administrator oversees
the methods of exercise of Options, with attention being given to compliance
with appropriate securities laws and regulations. The Stock Plan permits the use
of already owned Common Stock as payment for the exercise price of Stock Rights.
Eligibility for Granting of Stock Rights. ISOs may be granted under the
Stock Plan only to employees of the Company. Non-qualified Options, SARs and
Units may be granted to any officer, employee, consultant or affiliate of the
Company, or any other person or entity, as determined by the Administrator to be
in the best interests of the Company.
Non-employee Director Options. Under the Stock Plan, any director who
is not an officer or full-time employee of the Company or a related company
(totaling three eligible individuals at September 30, 1999) is granted a
five-year Option to purchase 25,000 shares of Common Stock at the then fair
market value upon joining the Board of Directors. In addition, non-employee
directors will receive, on the first business day after the date of each annual
meeting of stockholders of the Company commencing with the annual meeting of
stockholders immediately following the full vesting of any previously granted
non-employee director Option, an Option to purchase an additional 10,000 shares
of Common Stock at an exercise price per share equal to the fair market value of
the Common Stock on the date of grant. The Options vest one-third a year for
three years. In addition, the Stock Plan provides for the granting of
discretionary stock options to qualified directors. Upon the resignation of a
director, the non-employee director Option may, at the discretion of the
Administrator, be continued as a Non-qualified Option under the Stock Plan if
the director continues to be affiliated with the Company.
Awards. Restricted stock awards may be granted under the Stock Plan at
the discretion of the Administrator. The grantee purchases the number of shares
subject to the Award, usually for a nominal price such as the par value. The
shares,
9
<PAGE> 13
however, are held in escrow and may not be sold until they are vested in
accordance with the terms of the grant, such as continued employment for a
specific period of time, accomplishment by the Company of certain goals, or a
combination of criteria. Upon termination of the Award, all unvested shares are
repurchased by the Company for the same nominal purchase price originally paid
for the stock. As of September 30, 1999, the Company had not granted any Awards
under the Stock Plan.
Stock Appreciation Rights. Options (except non-employee director
options) granted under the Stock Plan may be granted in tandem with SARs
("tandem SARs") or independently of and not in tandem with an Option ("naked
SARs"). SARs will become exercisable at such time or times, and on such
conditions, as specified in the grant. Any tandem SAR granted with an ISO may be
granted only at the date of grant of such ISO. Any tandem SAR granted with a
Non-qualified Option may be granted either at or after the time such Option is
granted. As of September 30, 1999, the Company had not granted any SARs under
the Stock Plan.
A tandem SAR is the right of an optionee, without payment to the
Company (except for applicable withholding taxes), to receive the excess of the
fair market value per share on the date which such SAR is exercised over the
option price per share as provided in the related underlying Option. A tandem
SAR granted with an Option shall pertain to, and be exercised only in
conjunction with, the related underlying Option granted under the Stock Plan and
shall be exercisable and exercised only to the extent that the underlying Option
is exercisable. The tandem SAR shall become either fully or partially
non-exercisable and shall then be fully or partially unexercisable and fully or
partially forfeited if the exercisable portion, or any part thereof, of the
underlying Option is exercised, and vice versa.
A naked SAR may be granted irrespective of whether the recipient holds,
is being granted or has been granted any Options under any stock plan of the
Company. A naked SAR may be granted irrespective of whether the recipient holds,
is being granted or has been granted any tandem SARs. A naked SAR may be made
exercisable without regard to the exercisability of any Option.
Units. The Stock Plan provides that performance awards in the form of
Units may be granted either independently of or in tandem with a Stock Right,
except that such Units shall not be granted in tandem with ISOs. Units granted
shall be based on various performance factors and have such other terms and
conditions at the discretion of the Administrator. As of September 30, 1999, the
Company had not granted any Units under the Stock Plan.
Termination and Amendment of the Stock Plan. The Board of Directors may
terminate or amend the Stock Plan in any respect or at any time, except that no
amendment requiring stockholder approval under the provisions of the Code and
related regulations relating to ISOs or under Rule 16b-3 will be effective
without approval of stockholders as required and within the times set by such
rules.
EMPLOYMENT AGREEMENTS
Under the terms of the Agreement and Plan of Reorganization entered
into by and between the Company, SCI and the stockholders of SCI effective
February 27, 1998, the Company assumed the obligations of the employment
agreement entered into effective January 1, 1998 by SCI with Dr. Burt Kunik.
This agreement provides for a three-year term, unless terminated as provided
therein, an annual salary of $180,000 and an incentive bonus at the discretion
of the Compensation Committee.
The employment agreement with Dr. Kunik provides that if he is
terminated without "cause" (as defined in the employment agreement) or if he
resigns his employment for "good reason" (as defined in the employment
agreement), he will be entitled to, at his election, either (i) a lump-sum
payment in the amount equal to his base salary for the unexpired term of the
agreement or (ii) continuation of his base salary and benefits, including the
loan repayment bonuses, through the unexpired term of the agreement.
Dr. Kunik's employment agreement is subject to early termination as
provided therein, including termination by the Company for "cause" (as defined
in the employment agreement) or termination by the employee for "good reason"
(as
10
<PAGE> 14
defined in the employment agreement). The employment agreement also provides
that if, at any time within 12 months of a change of control, the employee
ceases to be an employee by reason of (i) termination by the employer without
"cause" (as defined in the employment agreement) or (ii) voluntary termination
by the employee for "good reason upon change of control" (as defined in the
employment agreement), in addition to the severance stated above, he shall
receive an additional payment that, when added to all other payments received in
connection with a change of control, will result in the maximum amount allowed
to be paid to an employee without triggering an excess parachute payment (as
defined by the Internal Revenue Code), and all benefits (as defined by the
employment agreement) shall continue throughout the remainder of the term of the
agreement. In the event the employer is merged or acquires a company in a field
outside of the current product alignment, the employer and the employee could
consider the assignment of existing product lines and technology to the employee
or his assignee as part of or in lieu of the above severance pay.
A change of control is deemed to have occurred if (i) more than 30% of
the combined voting power of the employer's then outstanding securities is
acquired, directly or indirectly, or (ii) at any time during the 24-month period
after a tender offer, merger, consolidation, sale of assets or contested
election, or any combination of such transactions, at least a majority of the
employer's Board of Directors shall cease to consist of "continuing directors"
(meaning directors of the employer who either were directors prior to such
transaction or who subsequently became directors and whose election, or
nomination for election by the employer's stockholders, was approved by a vote
of at least two thirds of the directors then still in office who were directors
prior to such transaction), or (iii) the stockholders of the employer approve a
merger or consolidation of the employer with any other corporation, other than a
merger or consolidation that would result in the voting securities of the
employer outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) at least 60% of the total voting power represented by the
voting securities of the employer or such surviving entity outstanding
immediately after such merger or consolidation, or (iv) the stockholders of the
employer approve a plan of complete liquidation of the employer or an agreement
of sale or disposition by the employer of all or substantially all of the
employer's assets.
Effective August 27, 1997, the Company entered into an employment
agreement with Mr. Cooke. This agreement was to expire on August 26, 1999 and
provided for a minimum annual base salary (subject to adjustment) of $110,000.
The employment agreement provided that in the event of a termination without
cause, Mr. Cooke would be entitled to two years of severance pay. The Company
entered into a Severance Agreement with Mr. Cooke effective September 2, 1998
pursuant to which the Company sold to Mr. Cooke any and all assets and
liabilities related to the Company's subsidiary, U.S. Medical, Inc., including
(i) all cash on hand, less $40,000, (ii) all accounts receivable, (iii) all
personal property located at the offices in Austin, Texas, (iv) all patents and
trademarks owned or licensed to U.S. Medical, Inc., (v) customer lists of U.S.
Medical, Inc., (vi) rights to the name U.S. Medical Systems, Inc. and (vii) all
of the capital stock of U.S. Medical, Inc. As consideration for the sale of the
assets described above, Mr. Cooke waived and released the Company from any and
all liabilities in connection with those certain severance obligations of the
Company under his employment agreement with the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Lee Cooke and Parris H. Holmes, Jr., directors of the Company, served
on the Compensation Committee during the fiscal year ended September 30, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Burt Kunik, a director of the Company and nominee for election as a
director of the Company, sole director of SCI and Chairman of the Board, Chief
Executive Officer and President of the Company, owns 2,928,000 shares of Common
Stock of the Company. Lee Cooke, a director and nominee for election as a
director of the Company, served as Chairman of the Board, Chief Executive
Officer and President of the Company until his resignation in July 1998. Mr.
Cooke owns 86,347 shares of Common Stock of the Company and holds options to
acquire 33,488 additional shares of Common Stock of the Company. Parris H.
Holmes, Jr., a director of the Company, a nominee for election as a director of
the Company and a former director of SCI, owns 758,446 shares of Common Stock of
the Company and holds options to acquire 14,902 additional shares of Common
Stock of the Company. John W. Dalton, a former director of SCI, owns 1,250,000
shares of Common Stock of the Company.
Effective January 1, 1998, SCI entered into an employment agreement
with Dr. Kunik. This employment agreement was assumed by the Company under the
terms of the Agreement and Plan of Reorganization effective
11
<PAGE> 15
February 27, 1998. This agreement provides for a three-year term, unless
terminated as provided therein, an annual salary of $180,000 and an incentive
bonus at the discretion of the Compensation Committee. For a complete
description of the terms of Dr. Kunik's employment agreement, including
severance provisions, see "Executive Compensation - Employment Agreements."
Dr. Kunik has executed a personal liability promissory note dated
November 14, 1997 in the principal amount of $400,000 payable to SCI. The
principal amount bears interest at the rate of 8% per annum and is payable in
five equal annual installments of principal plus accrued interest beginning
November 17, 1998. The note is a full recourse obligation of Dr. Kunik.
Effective August 27, 1997, the Company entered into an employment
agreement with Mr. Cooke which was to expire August 26, 1999. This agreement
provided for a minimum annual base salary (subject to adjustment) of $110,000.
The employment agreement provided that in the event of a termination without
cause, Mr. Cooke would be entitled to two years of severance pay. The Company
entered into a Severance Agreement with Mr. Cooke effective September 2, 1998,
pursuant to which the Company sold to Mr. Cooke any and all assets and
liabilities related to the Company's subsidiary, U.S. Medical, Inc., including
(i) all cash on hand, less $40,000, (ii) all accounts receivable, (iii) all
personal property located at the offices in Austin, Texas, (iv) all patents and
trademarks owned or licensed to U.S. Medical, Inc., (v) customer lists of U.S.
Medical, Inc., (vi) rights to the name U.S. Medical Systems, Inc. and (vii) all
of the capital stock of U.S. Medical, Inc. As consideration for the sale of the
assets described above, Mr. Cooke waived and released the Company from any and
all liabilities in connection with those certain severance obligations of the
Company under his employment agreement with the Company.
SECTION 16(a) REPORTING
Paragraph 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who
beneficially own more than 10% of the Company's equity securities, to file
reports of security ownership and changes in such ownership with the Commission.
Officers, directors and greater than 10% beneficial owners also are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company, during the fiscal year ended June 30,
1999, all Section 16(a) filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were complied with.
STOCKHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders intending to be present at the 2000 Annual
Meeting of Stockholders should be submitted by certified mail, return receipt
requested, and must be received by the Company at its principal executive
offices in Houston, Texas on or before June 16, 2000, to be eligible for
inclusion in the Company's proxy statement and form of proxy relating to that
meeting.
By Order of the Board of Directors
W. Audie Long
Corporate Secretary
Houston, Texas
October 15, 1999
-----------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE SPECIAL MEETING AND WISH THEIR STOCK TO BE VOTED ARE
URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY OR PROXIES IN THE
SELF-ADDRESSED ENVELOPE.
12
<PAGE> 16
SHARPS COMPLIANCE CORP.
9050 Kirby Drive
Houston, Texas 77054
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Dr. Burt Kunik and Kent D.
Manby, and each of them, as Proxies, each with the power to appoint
his substitute, and hereby authorizes each of them to represent and
vote, as designated below, all of the shares of the Common Stock, par
value $0.01 per share, of Sharps Compliance Corp. (the "Company")
held of record by the undersigned at the close of business on October
1, 1999, at the Annual Meeting of Stockholders to be held on November
16, 1999, or any adjournment(s) thereof.
1. Proposal to elect four directors to hold office until the next
annual meeting of stockholders or until the election and
qualification of their respective successors.
<TABLE>
<S> <C>
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote for
as marked to the contrary below) all nominees listed below
</TABLE>
LEE COOKE PARRIS H. HOLMES, JR. DR. BURT KUNIK PHILIP C. ZERRILLO
INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided:
- --------------------------------------------------------------------------------
2. Proposal to Ratify the Appointment of Arthur Andersen LLP as
Independent Public Accountants of the Company for the fiscal year
ending June 30, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES
UNDER PROPOSAL 1 AND "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY
UNDER PROPOSAL 2, and in the discretion of the Proxies with respect
to any other matter that is properly presented at the meeting.
(PLEASE SIGN ON OTHER SIDE)
(CONTINUED FROM FRONT)
Please execute this proxy as your name appears hereon. 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 the president or other authorized officer. If a partnership,
please sign in partnership name by authorized person. PLEASE MARK,
SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated:
- ------------------------------------------------------------------------------ ,
1999
-----------------------------------
Signature
-----------------------------------
Signature If Held Jointly
