<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-
6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Asyst 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PRELIMINARY COPY
ASYST TECHNOLOGIES, INC.
48761 Kato Road
Fremont, CA 94538
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 2, 1999
To The Shareholders of Asyst Technologies, Inc.:
Notice Is Hereby Given that the Annual Meeting of Shareholders of Asyst
Technologies, Inc., a California corporation (the "Company"), will be held on
Thursday, September 2, 1999 at 4:00 p.m. local time at the Westin Hotel, 5101
Great America Parkway, Santa Clara, California 95054 for the following purpose:
1. To elect directors to serve for the ensuing year and until their successors
are elected.
2. To approve an amendment to the Company's Amended and Restated Articles of
Incorporation to increase the authorized number of shares of Common Stock
from 20,000,000 to 50,000,000 shares.
3. To ratify the selection of Arthur Andersen LLP as independent auditors of
the Company for its fiscal year ending March 31, 1999.
4. To transact such other business as may properly come before the meeting or
any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on July 6, 1999, as
the record date for the determination of shareholders entitled to notice of and
to vote at this Annual Meeting and at any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ James C. Kitch
James C. Kitch
Secretary
Fremont, California
July 29, 1999
All Shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend the meeting, please complete, date, sign and
return the enclosed proxy as promptly as possible in order to ensure your
representation at the meeting. A return envelope (which is postage prepaid if
mailed in the United States) is enclosed for that purpose. Even if you have
given your proxy, you may still vote in person if you attend the meeting. Please
note, however, that if your shares are held of record by a broker, bank or other
nominee and you wish to vote at the meeting, you must obtain from the record
holder a proxy issued in your name.
1.
<PAGE>
ASYST TECHNOLOGIES, INC.
48761 Kato Road
Fremont, CA 94538
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
September 2, 1999
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the Board of Directors of
Asyst Technologies, Inc., a California corporation (the "Company"), for use at
the Annual Meeting of Shareholders to be held on September 2, 1999, at 4:00 p.m.
local time (the "Annual Meeting"), or at any adjournment or postponement
thereof, for the purposes set forth herein and in the accompanying Notice of
Annual Meeting. The Annual Meeting will be held at the Westin Hotel, 5101 Great
America Parkway, Santa Clara, California 95054. The Company intends to mail this
proxy statement and accompanying proxy card on or about July 29, 1999, to all
shareholders entitled to vote at the Annual Meeting.
Solicitation
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to shareholders. Copies of solicitation
materials will be furnished to banks, brokerage houses, fiduciaries and
custodians holding in their names shares of Common Stock beneficially owned by
others to forward to such beneficial owners. The Company may reimburse persons
representing beneficial owners of Common Stock for their costs of forwarding
solicitation materials to such beneficial owners. Original solicitation of
proxies by mail may be supplemented by telephone, telegram or personal
solicitation by directors, officers or other regular employees of the Company
or, at the Company's request, Beacon Hill Partners. No additional compensation
will be paid to directors, officers or other regular employees for such
services, but Beacon Hill Partners will be paid its customary fee, estimated to
be about $5,000, if it renders solicitation services.
Voting Rights and Outstanding Shares
Only holders of record of Common Stock at the close of business on July 6,
1999 will be entitled to notice of and to vote at the Annual Meeting. At the
close of business on July 6, 1999 the Company had outstanding and entitled to
vote 12,207,928 shares of Common Stock.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions and broker non-votes are counted
towards a quorum but except for Proposal 2 are not counted for any purpose in
determining whether a matter is approved. With respect to Proposal 2,
abstentions and broker non-votes will have the same effect as negative votes.
Revocability of Proxies
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 48761 Kato
Road, Fremont, CA 94538, a written notice of revocation or a duly executed proxy
bearing a later date, or it may be revoked by attending the meeting and voting
in person. Attendance at the meeting will not, by itself, revoke a proxy.
2.
<PAGE>
Shareholder Proposals
The deadline for submitting a shareholder proposal for inclusion in the
Company's proxy statement and form of proxy for the Company's 2000 Annual
Meeting of Shareholders pursuant to Rule 14a-8 of the Securities and Exchange
Commission is March 31, 2000. The deadline for submitting a shareholder proposal
or a nomination for director that is not to be included in such proxy statement
and proxy is March 31, 2000.
3.
<PAGE>
Proposal 1
Election Of Directors
There are five nominees for the six Board positions presently authorized in
the Company's Bylaws. Each director to be elected will hold office until the
next annual meeting of shareholders and until his successor is elected and has
qualified, or until such director's earlier death, resignation or removal. Each
nominee listed below is currently a director of the Company, all such directors
having been elected by the shareholders.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the five nominees named below. In the event
that any nominee should be unavailable for election as a result of an unexpected
occurrence, such shares will be voted for the election of such substitute
nominee as management may propose. Each person nominated for election has agreed
to serve if elected and management has no reason to believe that any nominee
will be unable to serve.
Directors are elected by a plurality of the votes present in person or
represented by proxy and entitled to vote.
The Board Of Directors Recommends
A Vote In Favor Of Each Named Nominee.
Nominees
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
Principal Occupation/
Name Age Position Held With the Company
<S> <C> <C>
Mihir Parikh 52 Chairman of the Board of Directors and Chief Executive Officer of the Company
Stanley Grubel 57 Chief Executive Officer of MiCRUS
Tsuyoshi Kawanishi 70 Senior Advisor of Toshiba Corporation
Ashok K. Sinha 55 President of the Metal Deposition Product Business Group of Applied Materials, Inc.
Walter W. Wilson 55 President of Solectron California Corporation
</TABLE>
Dr. Parikh has served as Chairman of the Board and Chief Executive Officer
of the Company since July 1992. He has been a director of the Company since he
founded the Company in 1984 and served as the Company's President and Chief
Executive Officer from its inception to July 1992. From 1974 to 1984, he held
various management positions with Hewlett-Packard and International Business
Machines Corporation. Dr. Parikh received his Ph.D in Physics-Engineering from
UC Berkeley.
Mr. Grubel has served as a director of the Company since January 1997. Mr.
Grubel has served as Chief Executive Officer of MiCRUS, a manufacturer of CMOS
wafers since January 1, 1995. Between 1993 and 1995, he was a Director of
Procurement and Capital Planning for International Business Machines
Corporation. Since May 1999, he has served on the Board of Directors of Central
Hudson Gas & Electric Corporation.
Mr. Kawanishi has served as a director of the Company since February 1996.
He has served as Senior Adviser of Toshiba Corporation ("Toshiba"), a
manufacturer of electronic machinery and semiconductors, since June 1994. He
previously held the position of Senior Executive Vice President at Toshiba from
June 1990 to June 1994. Mr. Kawanishi also sits on the board of directors of
Applied Materials, Inc. and Chartered Semiconductor Manufacturing Ltd. He is
also president of Japan's Society for Electronics Packaging and Chairman of the
Board of Singapore's Institute for Microelectronics.
4.
<PAGE>
Dr. Sinha has served as a director of the Company since January 1997. Dr.
Sinha has served as Group Vice President of Applied Materials, Inc., a
semiconductor equipment manufacturer, since 1990 and is President of the Metal
Deposition Product Business Group of Applied Materials, Inc.
Mr. Wilson has served as a director of the Company since January 1995. Mr.
Wilson has served as President of Solectron North America, a wholly-owned
subsidiary of Solectron Corporation, a provider of manufacturing services to the
electronics industry ("Solectron"), since September 1995, as President of
Solectron California Corporation since September 1993 and as a Senior Vice
President, Operations of Solectron since June 1990. Mr. Wilson also sits on the
board of directors of Mylex Corporation.
There are no family relationships among any of the directors or executive
officers of the Company.
Board Committees and Meetings
During the fiscal year ended March 31, 1999 the Board of Directors held
five meetings. The Board has an Audit Committee and a Compensation Committee.
The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements, recommends to the Board the independent auditors to be retained, and
receives and considers the accountants' comments as to controls, adequacy of
staff and management performance and procedures in connection with audit and
financial controls. The Audit Committee is composed of Mr. Wilson, a non-
employee director. It met four times during such fiscal year.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants under
the Company's stock option plans, and otherwise determines compensation levels
and performs such other functions regarding compensation as the Board may
delegate. The Compensation Committee is presently composed of two non- employee
directors: Messrs. Grubel and Sinha. During the fiscal year ended March 31,
1999, the Compensation Committee was composed of Messrs. Grubel and Sinha. It
met two times during such fiscal year.
During the fiscal year ended March 31, 1999 each Board member attended 75%
or more of the aggregate of the meetings of the Board and of the committees on
which he served, held during the period for which he was a director or committee
member, respectively.
5.
<PAGE>
Proposal 2
Approval Of Increase In Number Of Authorized Shares Of Common Stock
The Board of Directors has adopted, subject to shareholder approval, an
amendment to the Company's Amended and Restated Articles of Incorporation to
increase the Company's authorized number of shares of Common Stock from
20,000,000 shares to 50,000,000 shares.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common Stock
of the Company, except for effects incidental to increasing the number of shares
of the Company's Common Stock outstanding, such as dilution of the earnings per
share and voting rights of current holders of Common Stock. If the amendment is
adopted, it will become effective upon filing of a Certificate of Amendment of
the Company's Amended and Restated Articles of Incorporation with the Secretary
of State of the State of California.
In addition to the 12,207,928 shares of Common Stock outstanding at July 6,
1999, shares of Common Stock have been reserved and are available for issuance
as follows: (i) 4,861,129 shares upon exercise of options granted under the
Company's 1993 Stock Option Plan, and (ii) 700,000 shares upon exercise of
options granted under the Company's 1993 Employee Stock Purchase Plan.
Although at present the Board of Directors has no other plans to issue the
additional shares of Common Stock, it desires to have such shares available to
provide additional flexibility to use its capital stock for business and
financial purposes in the future. The additional shares may be used, without
further shareholder approval, for various purposes including, without
limitation, raising capital, providing equity incentives to employees, officers
or directors, establishing strategic relationships with other companies and
expanding the Company's business or product lines through the acquisition of
other businesses or products.
The affirmative vote of the holders of a majority of the shares of Common
Stock, will be required to approve this amendment to the Company's Amended and
Restated Articles of Incorporation. As a result, abstentions and broker non-
votes will have the same effect as negative votes.
The Board Of Directors Recommends
A Vote In Favor Of Proposal 2.
6.
<PAGE>
Proposal 3
Ratification Of Selection Of Independent Auditors
The Board of Directors has selected Arthur Andersen LLP as the Company's
independent auditors for the fiscal year ending March 31, 2000 and has further
directed that management submit the selection of independent auditors for
ratification by the shareholders at the Annual Meeting. Arthur Andersen LLP has
audited the Company's financial statements since its inception in 1984.
Representatives of Arthur Andersen LLP are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and will
be available to respond to appropriate questions.
Shareholder ratification of the selection of Arthur Andersen LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the selection of Arthur Andersen LLP
to the shareholders for ratification as a matter of good corporate practice. If
the shareholders fail to ratify the selection, the Audit Committee and the Board
will reconsider whether or not to retain that firm. Even if the selection is
ratified, the Audit Committee and the Board in their discretion may direct the
appointment of different independent auditors at any time during the year if
they determine that such a change would be in the best interests of the Company
and its shareholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and voting at the Annual Meeting will be required
to ratify the selection of Arthur Andersen LLP. For purposes of this vote
abstentions and broker non-votes will not be counted for any purpose in
determining whether this matter has been approved.
The Board Of Directors Recommends
A Vote In Favor Of Proposal 3.
7.
<PAGE>
Additional Information
The current executive officers of the Company, and their ages as of June
15, 1999, are as follows:
Management
<TABLE>
<CAPTION>
Name Age Position
- ------------------------ --- ---------------------------------------------------------------------------
<S> <C> <C>
Mihir Parikh 52 Chairman of the Board and Chief Executive Officer
Terry L. Moshier 50 President and Chief Operating Officer
Anthony C. Bonora 56 Senior Vice President, Research and Development and Chief Technical Officer
Douglas J. McCutcheon 50 Senior Vice President, Chief Financial Officer
Dennis R. Riccio 48 Senior Vice President, Global Customer Operations
</TABLE>
Mr. Moshier has served as President and Chief Operating Officer of the
Company since May 1997. From July 1996 to May 1997, Mr. Moshier served as
Executive Vice President and Chief Operating Officer of the Company. From June
1995 to June 1996, Mr. Moshier was on the Advisory Board of the Arizona
Technology Incubator Fund, a non-profit organization assisting start-up
technology companies. Prior to such time, Mr. Moshier was Senior Vice President
of Technology and Operations for Telxon Corporation, a designer and manufacturer
of hand-held wireless computers, from November 1993 to June 1995. From June 1990
to October 1993, Mr. Moshier was Director of Operations of the Motorola Computer
Group, a wholly-owned subsidiary of Motorola.
Mr. Bonora joined Asyst in 1984 and has been Senior Vice President,
Research and Development of the Company since 1986 and Chief Technical Officer
since January 1996.
Mr. McCutcheon joined the Company in January 1996 as Senior Vice President,
Chief Financial Officer. From January 1991 to November 1995, Mr. McCutcheon was
Vice President, Corporate Finance at Cadence Design Systems, Inc., a design
automation software company. Prior to 1991, Mr. McCutcheon was President of
Toshiba America Medical Credit, a captive financing subsidiary of Toshiba
America.
Mr. Riccio joined the Company in August 1998. From January 1997 to August
1998, Mr. Riccio served as President, USA Operations of Novellus Systems, Inc.,
a semiconductor equipment manufacturer. From 1989 to January 1997, Mr. Riccio
held various senior management positions at Applied Materials Inc., a
semiconductor equipment manufacturer.
8.
<PAGE>
Security Ownership of
Certain Beneficial Owners and Management
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of June 15, 1999 by: (i) each nominee for
director; (ii) each of the executive officers named in the Summary Compensation
Table; (iii) all executive officers and directors of the Company as a group; and
(iv) all those known by the Company to be beneficial owners of more than five
percent (5%) of its Common Stock.
<TABLE>
<CAPTION>
Beneficial Ownership (1)
------------------------
Number of Percent of
Beneficial Owner Shares Total
---------------- ------ -----
<S> <C> <C>
Mihir Parikh(2) 885,520 6.9%
48761 Kato Rd.
Fremont, CA 94538
J.&W. Seligman & Co., Incorporated 796,800 6.5%
100 Park Avenue
New York, NY 10017
Terry L. Moshier(3) 138,980 1.1%
Douglas J. McCutcheon(4) 93,964 *
Anthony C. Bonora(5) 82,099 *
Walter W. Wilson(6) 28,584 *
Tsuyoshi Kawanishi(7) 21,584 *
Stanley Grubel(8) 16,084 *
Ashok Sinha(9) 16,084 *
William Leckonby 1,000 *
All directors and officers as a group (9 persons)(10). 1,283,899 9.72%
</TABLE>
- ------------------------------
* Less than one percent.
(1) This table is based upon information supplied by officers, directors and
principal shareholders and Schedules 13D and 13G, if any, filed with the
Securities and Exchange Commission (the "SEC"). Unless otherwise indicated
in the footnotes to this table and subject to community property laws where
applicable, each of the shareholders named in this table has sole voting
and investment power with respect to the shares indicated as beneficially
owned. Applicable percentages are based on 12,185,520 shares outstanding on
June 15, 1998, adjusted as required by rules promulgated by the SEC.
(2) Includes 196,900 shares held of record by Mihir & Nancy Parikh Living
Trust, dated April 3, 1986, of which Dr. Parikh is a trustee. Also includes
46,600 shares held by a custodian for the benefit of Dr. Parikh's minor
children, of which Dr. Parikh disclaims beneficial ownership. Includes
642,020 shares subject to stock options exercisable within 60 days of June
15, 1998.
(3) Includes 138,980 shares subject to stock options exercisable within 60 days
of June 15, 1998.
(4) Includes 92,435 shares subject to stock options exercisable within 60 days
of June 15, 1998.
(5) Includes 66,387 shares subject to stock options exercisable within 60 days
of June 15, 1998.
(6) Includes 27,000 shares subject to stock options exercisable within 60 days
of June 15, 1998.
(7) Includes 20,000 shares subject to stock options exercisable within 60 days
of June 15, 1998.
(8) Includes 14,500 shares subject to stock options exercisable within 60 days
of June 15, 1998.
(9) Includes 14,500 shares subject to stock options exercisable within 60 days
of June 15, 1998.
(10) Includes an aggregate of 1,015,822 shares held by all directors and
executive officers that are subject to options exercisable within 60 days
of June 15, 1998. See Notes (2) through (9), above.
9.
<PAGE>
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
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 SEC 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
regulation 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 the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended March 31, 1999, all Section
16(a) filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with.
Executive Compensation
Compensation of Directors
Stanley Grubel, Tsuyoshi Kawanishi, Ashok Sinha, and Walter W. Wilson each
received a retainer of $10,000 for service on the Board of Directors, including
any committee thereof, and $1,000 for each Board meeting that they attended for
the fiscal year ended March 31, 1999. The members of the Board of Directors are
also eligible for reimbursement for their expenses incurred in connection with
attendance at Board meetings in accordance with Company policy.
Prior to April 1, 1999 each non-employee director of the Company also
received stock option grants under the 1993 Non-Employee Directors' Stock Option
Plan (the "Directors' Plan"). Only non-employee directors of the Company or an
affiliate of such directors (as defined in the Code) were eligible to receive
options under the Directors' Plan.
During fiscal 1998, the following directors received options under the
Directors' Plan: Mr. Grubel and Dr. Sinha were each granted an option to
purchase 6,000 shares of Common Stock at an exercise price of $23.813 per share
in January 1999; Mr. Kawanishi was granted an option to purchase 6,000 shares
of Common Stock at an exercise price of $23.063 per share in February 1999; and
Mr. Wilson was granted an option to purchase 6,000 shares of Common Stock at an
exercise price of $23.75 per share in January 1999.
Effective April 1, 1999, the Company terminated the Directors' Plan in
order to revise the compensation program for non-employee directors by replacing
the annual grant of options under the Directors' Plan with an annual award of
shares of Common Stock pursuant to the 1993 Stock Option Plan.
Under the new program, non-employee directors receive annually, at the time
of their re-election, shares of Common Stock with a then current value of
$30,000. For purposes of calculating the number of shares of Common Stock into
which this dollar amount translates, Common Stock is valued at its opening price
on the Nasdaq National Market on the award date.
Unless a director elects otherwise for any fiscal year of the Company, the
shares are awarded on a deferred basis (vesting over 12 months) by credit to a
Common Stock account, which fluctuates in value with the market value of the
Common Stock. A director who elects to receive shares of Common Stock currently
receives 60 percent of their dollar value in shares and the other 40 percent in
cash toward the tax liability on the award.
The new program also establishes a Common Stock ownership objective for
non-employee directors. Each director is expected to accumulate, over the first
three years of Board service beginning on or after April 1, 1999, the number of
shares of Common Stock that is equal in market value to three times the dollar
value of the annual Common Stock award ($90,000). Once this ownership objective
is achieved, the director is expected to maintain such minimum ownership level.
10.
<PAGE>
The intent of the new program is to encourage the acquisition and retention
of Common Stock by directors, evidencing alignment of their interests with the
interests of shareholders. In order to make the transition to the new program
and facilitate achievement of the Common Stock ownership objective, the Company
made a one-time award to current non-employee directors, on a deferred basis
(vesting over 24 months), of shares of Common Stock with a value on the date of
award of $30,000.
Also, in the future, on appointment or election to the Board, each new
director will receive, on a deferred basis (vesting over 36 months), shares of
Common Stock with a value on their date of award of $90,000. The award is in
lieu of the grant of 14,000 options at fair market value, vesting annually over
four years, under the Directors' Plan.
11.
<PAGE>
Compensation of Executive Officers
Summary of Compensation
The following table shows for the fiscal year ended March 31, 1999
compensation awarded or paid to, or earned by the Company's Chief Executive
Officer and the Company's next four most highly compensated executive officers
who earned over $100,000 during the fiscal year (the "Named Executive
Officers"), except as disclosed below, no compensation characterized as long-
term compensation, including restricted stock awards issued at a price below
fair market value or long-term incentive plan payouts, was paid by the Company
during the fiscal year ended March 31, 1999 to any of the Named Executive
Officers:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation Awards
------------------- -----------------------------
Fiscal Options All other
Name and principal position Year Salary Bonus(1) (# shares) Compensation
- --------------------------- ---- ------ -------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Mihir Parikh 1999 $275,393 -- 500,000 $11,458(2)
Chairman of the Board and 1998 $285,038 $395,300 100,000 $13,569(3)
Chief Executive Officer 1997 $249,519 $145,000 100,000 $11,644(4)
Terry L. Moshier 1999 $214,999 -- 150,000 $ 7,522(5)
President and 1998 $212,865 $213,520 50,000 $33,597(6)
Chief Operating Officer 1997 $141,538 $ 90,000 150,000 --
Douglas J. McCutcheon 1999 $175,000 -- 75,000 $ 3,009(7)
Senior Vice President and 1998 $174,096 $128,810 30,000 $ 6,091(8)
Chief Financial Officer 1997 $163,096 $ 80,300 10,000 $ 5,381(9)
Anthony C. Bonora 1999 $164,999 -- 125,000 --
Senior Vice President, 1998 $171,207 $157,580 40,000 $ 5,218(9)
Research and Development 1997 $158,827 $ 80,500 30,000 $ 2,381(9)
and Chief Technical Officer
William R. Leckonby 1999 $236,978 -- -- $ 5,382(10)
Former President and Chief Operating 1998 $208,576 $ 41,000 10,000 $13,599(11)
Officer of Asyst Software Incorporated 1997 $150,000 $ 64,400 20,000 $ 5,404(12)
</TABLE>
- ------------------------------
(1) The Company's officers are eligible for annual cash bonuses under the terms
of the Company's Executive Bonus Plans, adopted each fiscal year. Payments
of bonuses are based upon achievement of specified financial objectives
determined by the Board of Directors at the beginning of each fiscal year.
Financial objectives are based, in part, on the Company's operating budget
and results of operations.
(2) Consists of the following payments made by the Company: (i) $6,231 car
allowance, (ii) $2,877 for premiums of term life and supplemental
disability, (iii) $2,350 in matching contribution to the Company's 401(k)
plan.
(3) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $2,819 for premium for term life and supplemental
disability and (iii) $4,750 in matching contribution to the Company's
401(k) plan.
(4) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $600 for premiums for term life and supplemental disability
insurance, (iii) $5,044 in matching contribution to the Company's 401(k)
plan and (iv) reimbursements for certain incidental expenses.
(5) Consists of the following payments made by the Company: (i) $6,000 car
allowance and (ii) $1,522 for premiums for term life insurance and
supplemental disability insurance.
(6) Consists of the following payments made by the Company: (i) $6,000 car
allowance, (ii) $1,347 for premiums for term life insurance and
supplemental disability life insurance, (iii) reimbursements for certain
incidental expenses, and (iv) $26,250 loan forgiveness pursuant to a loan
agreement between the Company and Mr. Moshier.
12.
<PAGE>
(7) Consists of the following payments made by the Company: (i) $1,733 for term
life and supplemental disability and (ii) $1,276 in matching contribution
to the Company's 401(k) plan.
(8) Consists of the following payments made by the Company: (i) $1,249 for
premiums for term life and supplemental disability and (ii) $4,842 in
matching contribution to the Company's 401(k) plan.
(9) Consists of matching contributions to the Company's 401(k) plan.
(10) Consists of the following payments made by the Company: (i) 4,361 car
allowance and (ii) 1,921 for premium for term life and supplemental
disability.
(11) Consists of the following payments made by the Company: (i) $6,000 for car
allowance, (ii) $3,394 for premiums for term life and supplemental
disability and (iii) $4,205 in matching contributions to the Company 401(k)
plan.
(12) Consists of the following payments made by the Company: (i) $4,500 for car
allowance and (ii) $540 in matching contributions to the Company's 401(k)
plan.
13.
<PAGE>
Stock Option Grants and Exercises
The Company grants options to its executive officers under its 1993 Stock
Option Plan (the "1993 Plan"). As of June 15, 1999, options to purchase
3,718,194 shares were outstanding under the 1993 Plan and options to purchase
308,559 shares remained available for grant thereunder.
The following tables show for the fiscal year ended March 31, 1999 certain
information regarding options granted to, exercised by, and held at year end by
the Named Executive Officers:
Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation for
Individual Grants Option Term(3)
----------------- --------------
Number % of Total
of Options
Securities Granted to
Underlying Employees Exercise
Options in Fiscal Price Expiration
Name Granted (1) Year(2) ($/Sh) Date 5%($) 10%($)
- ---- ----------- ------- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Mihir Parikh 400,000 20.75% $13.75 05/13/07 $3,458,720 $8,765,400
Mihir Parikh 100,000 5.18% $6.875 05/13/07 $ 432,310 1,095,640
Terry L. Moshier 150,000 7.78% $6.875 05/13/07 $ 648,465 $1,643,460
Douglas J. McCutcheon 75,000 3.89% $6.875 05/13/07 $ 324,233 $ 821,730
Anthony C. Bonora 125,000 6.48% $6.875 05/13/07 $ 540,388 $1,369,550
William R. Leckonby -- -- -- -- -- --
</TABLE>
- ----------------------
(1) Unless otherwise noted, options granted are subject to standard vesting and
become exercisable at a rate of 2.38% of the shares subject to the option
at the end of each month for 42 months following a six month waiting period
with no vesting. The term of the options is 10 years.
(2) Based on an aggregate of 1,927,128 options granted to directors and
employees of the Company in fiscal 1999 including the Named Executive
Officers.
(3) The potential realizable value is calculated based on the term of the
option at its time of grant (10 years). It is calculated by assuming that
the stock price on the date of grant appreciates at the indicated annual
rate compounded annually for the entire term of the option and that the
option is exercised and sold on the last day of its term for the
appreciated stock price. No gain to the optionee is possible unless the
stock price increases over the option term, which will benefit all
shareholders.
14.
<PAGE>
The following table shows the number and value of the unexercised options
held by each of the Named Executive Officers at March 31, 1999:
Aggregated Option Exercises in Last Fiscal Year, and FY-End Option Values
<TABLE>
<CAPTION>
Number of Value of
Securities Unexercised
Underlying In-the-Money
Unexercised Options/SARs at
Options/SARs at FY-End ($)
FY-End (#) Exercisable/
Shares Acquired Value Exercisable/ Unexercisable(2)
Name on Exercise (#) Realized ($)(1) Unexercisable
- ----------------------- --------------- --------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Mihir Parikh 0 $ 0 595,888/199,112 $ 346,045/755,253
Terry L. Moshier 0 0 109,965/240,035 $360,360/1,251,390
Douglas J. McCutcheon. 0 0 75,978/124,022 $ 48,760/518,465
Anthony C. Bonora. 7,500 $103,875 50,312/159,888 $ 82,215/880,492
William R. Leckonby -- -- -- --
</TABLE>
____________
(1) Based on the fair market value of the Company's Common Stock on the date of
exercise minus the exercise price of the options.
(2) Based on the fair market value of the Company's Common Stock as of March
31, 1999 minus the exercise price of the options.
15.
<PAGE>
Report of the Compensation Committee of the Board of Directors
on Executive Compensation/1/
The Compensation Committee is responsible for establishing the Company's
compensation programs including salaries, bonuses (if any) and stock ownership
programs for all employees, including the Chief Executive Officer and the other
executive officers. The Compensation Committee evaluates performance and
determines compensation policies and levels.
Compensation Philosophy
The goals of the compensation program are to align compensation with
business objectives and performance and to enable the Company to attract, retain
and reward executive officers and other key employees who contribute to the
long-term success of the Company and to motivate them to enhance long-term
shareholder value. Key elements of this philosophy are:
. The Company pays competitively with leading companies with which it
competes for talent. The Company regularly compares its pay practices
with high-growth Silicon Valley companies in the semiconductor capital
equipment industry and selected companies appearing in compensation
surveys published by the American Electronics Association, and sets it
pay parameters based on this review. When using comparative data, the
Company attempts to set its compensation levels in a range which is
competitive with management compensation at the companies examined.
. The Company maintains annual incentive opportunities sufficient to
provide motivation to achieve specific operating goals and to generate
rewards that bring total compensation to competitive levels.
. The Company provides equity-based incentives for executives and other
key employees to ensure that they are motivated over the long-term to
respond to the Company's business challenges and opportunities as
owners and not just as employees.
Base Salary. The Compensation Committee annually reviews each executive
officer's base salary. When reviewing base salaries, the Compensation Committee
makes a subjective assessment of, in order of importance, individual and
corporate performance, levels of responsibility, prior experience, breadth of
knowledge and competitive pay practices. The weight of these factors in the case
of a particular individual's compensation may vary.
Annual Incentive. The Company's Executive Bonus Plan (the "Bonus Plan")
adopted each year, is a variable pay program pursuant to which officers and
other senior managers of the Company may earn additional annual compensation.
The actual incentive award earned depends on the extent to which the Company's
articulated objectives are achieved. At the start of each year, the Compensation
Committee reviews and approves the annual performance objectives for the Company
and establishes an individual bonus pool for each executive officer. For fiscal
1999, the goal was based on a targeted level of operating earnings per share and
individual performance objectives. The Company paid no bonuses to the executive
officers during fiscal 1999.
Individual awards are determined by evaluating the Company's performance
against the goal and allocating a pro rata portion of the individual award pool
based on the Company's performance against objectives during the year.
Long-Term Incentives. The Company's long-term incentive program currently
consists of: (i) the 1993 Stock Option Plan; (ii) the 1993 Employee Stock
Purchase Plan (the "Purchase Plan"); (iii) the Long-Term Incentive Compensation
Plan (the "LTIP"); and (iv) the new non-employee director compensation program
as described on page 10 of this proxy statement. The option program utilizes
vesting periods (generally four years) to encourage key employees to continue in
the employ of the Company and provide equity incentives to build long-term
shareholder value. The size of
_________________
/1/ The material in this report and in the performance graph is not soliciting
material, is not deemed filed with the SEC, and is not incorporated by reference
in any filing of the Company under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, whether made before or after
the date of this proxy statement and irrespective of any general incorporation
language contained in such filing.
16.
<PAGE>
option grants is determined based on competitive practices at leading companies
in the industry and the Company's philosophy of significantly linking executive
compensation with shareholder interests. The Compensation Committee attempts to
set equity compensation levels in the mid-range of comparable companies. In
making awards, the Compensation Committee considers the number, value and
vesting of an officer's outstanding options. The purpose of the Purchase Plan is
to provide a means by which key employees of the Company (and any parent or
subsidiary of the Company designated by the Board of Directors to participate in
the Purchase Plan) may be given an opportunity to purchase Common Stock of the
Company through payroll deductions. Compensation payable under the LTIP is based
on long-term corporate performance and is tied to an increase in shareholder
value. The Board adopted the LTIP in order to provide incentive compensation for
key executives responsible for the success of the Company and to attract
talented new executives.
Corporate Performance and Chief Executive Officer Compensation
The Compensation Committee set Dr. Parikh's base annual salary for fiscal
year 1999 at approximately $275,186. This amount was intended to provide an
annual cash compensation level in the range of salaries of comparable companies.
In setting this amount, the Compensation Committee took into account (i) the
scope of Dr. Parikh's responsibility and (ii) the Compensation Committee's
confidence in Dr. Parikh to lead the Company's continued development.
Dr. Parikh also received a stock option grant covering 500,000 shares in
fiscal year 1999 to maintain his equity incentive position consistent with the
objectives set forth above.
In order to ensure the retention of Dr. Parikh as Chief Executive Officer
of the Company, on April 1, 1999 the Company entered into an employment
agreement with Dr. Parikh, effective as of April 1, 1998. The essential
provisions of such agreement are listed on page 19 of this proxy statement.
The agreement sets Dr. Parikh's initial base salary at a minimum of $325,000
annually, which was not put into effect during fiscal 1998. The Compensation
Committee shall review his base salary for increase no less often than
annually. In addition, during the employment term, Dr. Parikh is eligible to
receive annual bonuses and to participate in the Company's stock award/option
grant plans and the LTIP. Also, he is eligible to participate in any benefit
plans maintained by the Company for its employees.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code (the "Code") limits the Company
to a deduction for federal income tax purposes of no more than $1 million of
compensation paid to the Named Executive Officers in a taxable year.
Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Code.
The Compensation Committee believes that at the present time it is quite
unlikely that the compensation paid to any Named Executive Officer in a taxable
year which is subject to the deduction limit will exceed $1 million.
Nevertheless, the Compensation Committee has determined that options granted
under the Plan with an exercise price at least equal to the fair market value of
the Company's common stock on the date of grant shall be treated as performance
based compensation. The Compensation Committee intends to continue to evaluate
the effects of the statute and to comply with Code Section 162(m) in the future
to the extent consistent with the best interests of the Company.
Conclusion
Through the programs described above, a significant portion of the
Company's compensation program for its senior executive officers is contingent
on Company performance, and realization of benefits is closely linked to
increases in long-term shareholder value. The Company remains committed to this
philosophy of pay for performance, recognizing that the competitive market for
talented executives and the volatility of the Company's business may result in
highly variable compensation for a particular time period.
Stanley Grubel
Ashok K. Sinha
17.
<PAGE>
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee of the Company serves as a member
of the board of directors or compensation committee of any entity that has one
or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
Performance Measurement Comparison/2/
The following graph shows the total shareholder return of an investment of
$100 in cash on April 1, 1994 for (i) the Company's Common Stock, (ii) the
Nasdaq Market Index ("Nasdaq Market Index"), as calculated by Media General, and
(iii) the Media General Industry Group 355 Index--Special Industry Machinery,
except Metalworks, a published index ("SIC Code Index"). All values assume
reinvestment of the full amount of all dividends and are calculated as of March
31 of each year:
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Asyst Technologies Inc.......... 100 306.25 189.58 162.50 387.50 229.17
SIC Code Index.................. 100 134.44 141.10 169.54 223.62 244.40
Nasdaq market Index............. 100 106.09 142.70 169.64 241.26 315.28
</TABLE>
________________
/2/ The material in this performance graph is not "soliciting material," is
not deemed "filed" with the SEC, and is not to be incorporated by reference in
any filing of the Company under the 1994 Act or the 1934 Act whether made before
or after the date of this proxy statement and irrespective of any general
incorporation language in any such filing.
18.
<PAGE>
Certain Transactions
In August 1997, the Company loaned $200,000 (the "Moshier Loan") to Terry
Moshier, President and Chief Operating Officer of the Company, in order to
assist Mr. Moshier with the purchase of a new residence as part of his
relocation to California. The Moshier Loan has an interest rate of 4% per annum
while Mr. Moshier is an employee of the Company and 6.39% per annum if Mr.
Moshier's employment with the Company terminates for any reason. The Moshier
Loan is secured by a second deed of trust on Mr. Moshier's California residence.
The Moshier Loan terminates and shall be immediately due and payable upon the
earlier of (i) September 1, 2002, (ii) 90 days after the termination of Mr.
Moshier's employment for any reason, (iii) a default on the repayment of any
principal or interest on the Moshier Loan, (iv) a default on the first mortgage
on the property, (v) the sale or transfer of the property or (vi) the insolvency
of Mr. Moshier. As of June 15, 1999, $223,626 of principal and interest was
outstanding under the Moshier Loan.
In addition, in August 1997 the Company loaned Mr. Moshier $180,000 (the
"Second Moshier Loan") in order to facilitate his relocation to California. The
Second Moshier Loan has an interest rate of 6.39% and is secured by a pledge of
all of the shares of Company Common Stock that Mr. Moshier owns or that he may
subsequently acquire. The Second Moshier Loan shall be forgiven equally over a
48 month period; provided, however, that if Mr. Moshier's employment is
terminated without cause or by his death, the Second Moshier Loan shall be
forgiven in full. The Second Moshier Loan shall terminate and be immediately due
and payable upon the earlier of (i) 90 days after Mr. Moshier's voluntary
termination, (ii) Mr. Moshier's insolvency or (iii) Mr. Moshier's termination
for cause. As of June 15, 1999, $100,895 of principal and interest was
outstanding under the Second Moshier Loan.
On September 30, 1997, the Company entered into an asset purchase agreement
with Palo Alto Technologies, Inc. ("PAT") pursuant to which the Company sold to
PAT certain intellectual property rights and office equipment which were owned
or licensed by Asyst Automation, Inc. (a discontinued operation) in
consideration for quarterly "Earn-Out Payments" up to an aggregate of $2.0
million. The "Earn-Out Payments" are equal to 4.0 percent of PAT gross revenue.
The Company may convert the right to receive such "Earn-Out Payments" into
shares of PAT securities at the closing of certain issuances of securities by
PAT. In addition, PAT granted the Company the non-exclusive, worldwide right to
distribute and sell any of PAT's products on PAT's most favorable distributor
terms and conditions; except PAT may grant exclusive distribution rights to
particular markets so long as such rights are first offered to the Company and
the Company does not accept the offer. Such distribution rights shall terminate
on the earlier of (i) the fifth anniversary of such agreement or (ii) if the
Company begins selling its own products which are directly competitive with
PAT's products. The Chairman and Chief Executive Officer of the Company is the
Chairman and principal shareholder of PAT. The parties have agreed that the
Chairman and Chief Executive Officer of the Company and one other officer of the
Company may be advisors or directors of PAT while employed full time by the
Company.
On April 1, 1999, the Company entered into an employment agreement,
effective as of April 1, 1998, with Mihir Parikh (the "Agreement") that provided
for the following:
. Term. The term of employment commenced on April 1, 1998 and extends for
three years, renewing daily, so that, absent notice by either party to the other
of an intent not to continue the term, the term shall always be three years.
. Compensation and Benefits. The Agreement sets Dr. Parikh's initial base
salary at a minimum of $325,000 annually, which was not put into effect during
fiscal 1998. The Compensation Committee shall review his base salary for
increase no less often than annually. In addition, during the employment term,
Dr. Parikh is eligible to receive annual bonuses and to participate in the
Company's stock award/option grant plans and the LTIP. Also, he is eligible to
participate in any benefit plans maintained by the Company for its employees.
. Termination of Employment. If the Company terminates Dr. Parikh's
employment without Cause or if he terminates his employment for Good Reason,
either before or within six months following a Change in Control (all as defined
in the Agreement), he will be entitled to receive a lump-sum cash payment equal
to the present value of (a) three times his then annual base salary and (b)
three times an annual average bonus amount, determined under a formula spelled
out in the Agreement. He will also be entitled to all benefits that were
payable to him at the time of termination and to continued participation, for 18
months thereafter, in the health and life insurance plans of the Company in
which he was then a participant.
19.
<PAGE>
. Reduction in Payments. If any payment to be made to Dr. Parikh under
the Agreement would constitute an "excess parachute payment" under the Internal
Revenue Code, it will be reduced to a level such that no portions of the amount
payable to him will lose its tax-deductibility to the Company; provided,
however, that any such reduction shall be made only if and to the extent that it
will result in his receipt of payments that are greater than the net amount that
he would receive (after application of the applicable excise tax) if no
reduction were made.
. Confidentiality and Nonsolicitation. Under the Agreement, Dr. Parikh
may not disclose at any time confidential information about the Company that he
acquires during his employment. In addition, during the term of employment and
for one year thereafter (unless, his employment terminates without Cause or for
Good Reason), he may not solicit employees or customers away from the Company.
In November 1998, the Company loaned $350,000 (the "Riccio Loan") to Dennis
Riccio, Senior Vice President, Global Customer Operations of the Company, in
order to assist Mr. Riccio with the purchase of a new residence as part of his
relocation to California. The Riccio Loan has an interest rate of 4.47% per
annum. The Riccio Loan is secured by a deed of trust on certain real property
owned by Mr. Riccio in Texas. The Riccio Loan terminates and shall be
immediately due and payable upon the earlier of (i) May 31, 2000, (ii) 30 days
after the termination of Mr. Riccio's employment for cause or after Mr. Riccio's
resignation, or (iii) the insolvency of Mr. Riccio. As of June 15, 1999, the
entire principle and interest thereon was outstanding under the Riccio Loan.
In addition, in February 1999, the Company loaned Mr. Riccio $450,000 (the
"Second Riccio Loan") in order to facilitate his relocation to California. The
Second Riccio Loan has an interest rate of 4.64% and is secured by a second deed
of trust on Mr. Riccio's California residence. The Second Riccio Loan
terminates and shall be immediately due and payable upon the earlier of (i)
January 31, 2004, (ii) 30 days after the termination of Mr. Riccio's employment
for cause or after Mr. Riccio's resignation, or (iii) the insolvency of Mr.
Riccio. As of June 15, 1999, the entire principle and interest thereon was
outstanding under the Second Riccio Loan.
The Company intends to loan $75,000 (the "Third Moshier Loan") to Terry
Moshier in order to assist Mr. Moshier with the payment of income taxes. The
Third Moshier Loan will have an interest rate of 4.98% per annum while Mr.
Moshier is an employee of the Company. The Third Moshier Loan will be secured
by a pledge of all of the shares of Company Common Stock that Mr. Moshier owns
or that he may subsequently acquire. The Third Moshier Loan will terminate and
be immediately due and payable upon the earlier of (i) five years following the
date of the Third Moshier Loan, (ii) 90 days after the termination of Mr.
Moshier's employment for any reason, or (iii) the insolvency of Mr. Moshier.
20.
<PAGE>
Other Matters
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the accompanying
proxy to vote on such matters in accordance with their best judgment.
By Order of the Board of Directors
/s/ James C. Kitch
James C. Kitch
Secretary
July 29, 1999
A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-K for the fiscal year ended March 31, 1999 is available
without charge upon written request to: Douglas J. McCutcheon, Asyst
Technologies, Inc., 48761 Kato Road, Fremont, CA 94538.
21.
<PAGE>
ASYST TECHNOLOGIES, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 2, 1999
The undersigned hereby appoints Mihir Parikh and Douglas J. McCutcheon, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of Asyst Technologies, Inc.
which the undersigned may be entitled to vote at the Annual Meeting of
Shareholders of Asyst Technologies, Inc. to be held at the Westin Hotel, 5101
Great America Parkway, Santa Clara, California 95054 on Thursday, September 2,
1999 at 4:00 p.m. (local time), and at any and all postponements, continuations
and adjournments thereof, with all powers that the undersigned would possess if
personally present, upon and in respect of the following matters and in
accordance with the following instructions, with discretionary authority as to
any and all other matters that may properly come before the meeting.
Unless a contrary direction is indicated, this Proxy will be voted for all
nominees listed in Proposal 1 and for Proposals 2 and 3, as more specifically
described in the Proxy Statement. If specific instructions are indicated, this
Proxy will be voted in accordance therewith.
Management recommends a vote for the nominees for director listed below.
Proposal 1: To elect directors to hold office until the next Annual Meeting
of Shareholders and until their successors are elected.
[_] For all nominees listed below [_] Withhold Authority
(except as marked to the contrary to vote for all nominees
below). listed below.
Nominees: Mihir Parikh, Stanley Grubel, Tsuyoshi Kawanishi, Ashok K. Sinha,
Walter W. Wilson
To withhold authority to vote for any nominee(s), write such nominee(s)' name(s)
below:
_______________________________________________________________________________
_______________________________________________________________________________
(Continued on other side)
1.
<PAGE>
(Continued from other side)
Management recommends a vote for Proposals 2 and 3.
Proposal 2: To approve an amendment to the Company's Amended and Restated
Articles of Incorporation to increase the authorized number of
shares of Common Stock from 20,000,000 to 50,000,000 shares.
[_] For [_] Against [_] Abstain
Proposal 3: To ratify selection of Arthur Andersen LLP as independent
auditors of the Company for its fiscal year ending March 31,
2000.
[_] For [_] Against [_] Abstain
DATED _________________ __________________________________________
__________________________________________
SIGNATURE(S)
Please sign exactly as your name appears hereon.
If the stock is registered in the names of two or
more persons, each should sign. Executors,
administrators, trustees, guardians and attorneys-
in-fact should add their titles. If signer is a
corporation, please give full corporate name and
have a duly authorized officer sign, stating
title. If signer is a partnership, please sign in
partnership name by authorized person.
Please vote, date and promptly return this proxy in the enclosed return envelope
which is postage prepaid if mailed in the United States.
2.
