<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
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
UNIPHASE CORPORATION
(Name of Registrant as Specified in Its Charter)
UNIPHASE CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(2) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee paid:
[ ] 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 filing by registration statement
number, or the form or schedule and the date of its filing.
<PAGE> 2
[LOGO] UNIPHASE
UNIPHASE CORPORATION
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 10, 1998
The Annual Meeting of Stockholders (the "Annual Meeting") of Uniphase
Corporation, a Delaware corporation (the "Company") will be held at the Uniphase
Corporate Headquarters at 210 Baypointe Parkway, San Jose, California 95134 on
Tuesday, November 10, 1998, at 1:00 p.m., Pacific Time, for the following
purposes:
1. To elect three Class II directors to serve until the 2001 Annual
Meeting of Stockholders and until their successors are elected
and qualified;
2. To approve an amendment to the Company's Certificate of
Incorporation to increase the number of shares of Common Stock
which the Company is authorized to issue from 50,000,000 to
100,000,000;
3. To ratify the appointment of Ernst & Young LLP as the
independent auditors for the Company for the fiscal year ending
June 30, 1999; and
4. To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement which is attached and made a part hereof.
The Board of Directors has fixed the close of business on October 5,
1998 as the record date for determining the stockholders entitled to notice of
and to vote at the Annual Meeting and any adjournment or postponement thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU
ARE URGED TO MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS
POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE YOUR REPRESENTATION
AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND IN YOUR PROXY
CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR SHARES IN PERSON,
YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES
SET FORTH IN THE PROXY STATEMENT.
By Order of the Board of Directors,
/s/ Anthony R. Muller
-----------------------------------
Anthony R. Muller
Secretary
San Jose, California
October 14, 1998
<PAGE> 3
Mailed to Stockholders on or about October 14, 1998
UNIPHASE CORPORATION
163 BAYPOINTE PARKWAY
SAN JOSE, CA 95134
--------------------------
PROXY STATEMENT
This Proxy Statement is furnished to stockholders of Uniphase
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation by the Board of Directors (the "Board") of the Company of proxies
in the accompanying form for use in voting at the Annual Meeting of Stockholders
of the Company (the "Annual Meeting") to be held on Tuesday, November 10, 1998,
at 1:00 p.m., Pacific Time, at the Uniphase Corporate Headquarters located at
210 Baypointe Parkway, San Jose, California 95134, and any adjournment or
postponement thereof. The shares represented by the proxies received, properly
marked, dated, executed and not revoked will be voted at the Annual Meeting.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is exercised by delivering to the Company
(to the attention of Anthony R. Muller) a written notice of revocation or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.
The solicitation of proxies will be conducted by mail and the Company
will bear all attendant costs. These costs will include the expense of preparing
and mailing proxy materials for the Annual Meeting and reimbursements paid to
brokerage firms and others for their expenses incurred in forwarding
solicitation material regarding the Annual Meeting to beneficial owners of the
Company's Common Stock. The Company may conduct solicitation personally,
telephonically or by facsimile through its officers, directors and regular
employees, none of whom will receive additional compensation for assisting with
the solicitation.
An automated system administered by the Company's transfer agent will
tabulate votes cast by proxy at the Annual Meeting, and an officer of the
Company will tabulate votes cast in person at the Annual Meeting. Abstentions
and broker non-votes are each included in the determination of the number of
shares present and voting, and each is tabulated separately. In determining
whether a proposal has been approved, abstentions are counted as votes against
the proposal and broker non-votes are not counted as votes for or against the
proposal.
The close of business on October 5, 1998 has been fixed as the record
date (the "Record Date") for determining the holders of shares of Common Stock
of the Company entitled to notice of and to vote at the Annual Meeting. As of
the close of business on the Record Date, the Company had __________ shares of
Common Stock outstanding and entitled to vote at the Annual Meeting. The
presence at the Annual Meeting of a majority, or at least __________ of these
shares of Common Stock of the Company, either in person or by proxy, will
constitute a quorum for the transaction of business at the Annual Meeting. Each
outstanding share of Common Stock on the Record Date is entitled to one (1) vote
on all matters. Directors should be elected by a plurality of the votes cast.
<PAGE> 4
PROPOSAL ONE
ELECTION OF DIRECTORS
The number of directors on the Board is currently fixed at nine. The
Company's Certificate of Incorporation divides the Company's Board of Directors
into three classes. The members of each class of directors serve staggered
three-year terms. The Board is composed of three Class I directors (Mr. Fink,
Mr. Johnson and Mr. Kaplan), three Class II directors (Mr. Guglielmi, Professor
Sibbett and Mr. Haverkamp) and three Class III directors (Mr. Kalkhoven, Ms.
Lego and Mr. Skrzypczak), whose terms will expire upon the election and
qualification of directors at the Annual Meeting of Stockholders held in 1998,
1999 and 2000, respectively. At each annual meeting of stockholders, directors
will be elected for a full term of three years to succeed those whose terms are
expiring.
At the Annual Meeting, the stockholders will elect three Class II
directors, each to serve a three (3) year term until the 2001 Annual Meeting of
Stockholders and until a successor is elected and qualified or until the
director's earlier resignation or removal. The Board has no reason to believe
that any of the nominees named below will be unable or unwilling to serve as a
director if elected.
Certain information about the Board of Directors nominees, is furnished
below.
CLASS II DIRECTOR NOMINEES
Mr. Guglielmi has been a member of the Company's Board of Directors
since May 1998. Mr. Guglielmi is executive vice president and chief financial
officer of Tellabs, and has served as its chief financial officer since 1988.
From 1993 to 1997 he was also president of Tellabs International, Inc. Prior to
joining Tellabs, Mr. Guglielmi was vice president of finance and treasurer of
Paradyne Corporation for five years. Mr. Guglielmi holds a B.S. in electrical
engineering from the New Jersey Institute of Technology and an M.S. in
electrical engineering from the University of Connecticut, Storrs. Mr. Guglielmi
serves on several boards of directors, including Tellabs, Inc. and the
Chicago-based Cherry Corporation.
Professor Sibbett has been a member of the Company's Board of Directors
since February 1995. Professor Sibbett has been Director of Research for the
School of Physics and Astronomy at the University of St. Andrews in Scotland
since 1994. Since 1985, Professor Sibbett has been the head of the School of
Physics and Astronomy at the University of St. Andrews. Professor Sibbett has
been a member of the Engineering and Physical Sciences Research Council (EPSRC)
of the Department of Trade and Industry since 1986 and served as chairman of the
EPSRC Laser Committee from 1992 to 1994.
Mr. Haverkamp was appointed to the Company's Board of Directors in
June, 1998 upon the acquisition of Philips of Optoelectronics B.V. from
Koninklijke Philips Electronics N.V. Mr. Haverkamp has been with Philips since
1977, where he has held various management positions. Mr. Haverkamp is currently
General Director of Philips Electronique Industrielle in France. He holds a M.S.
in mathematics from the University of Amsterdam and a M.B.A. from the University
of Alabama.
The three nominees receiving the highest number of affirmative votes of
the shares represented and voting on this particular matter of the Annual
meeting will be elected Class II directors of the Company, to serve their
respective terms or until their successors have been elected and qualified.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH
OF THE NOMINEES NAMED ABOVE.
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<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers and directors of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION(s)
---- --- -----------
<S> <C> <C>
Kevin N. Kalkhoven 54 Chairman and Chief Executive Officer
Anthony R. Muller 55 Senior Vice President, Chief Financial Officer and Secretary
Danny E. Pettit 51 Senior Vice President, President, Uniphase Europe
Michael C. Phillips 47 Senior Vice President, Business Development and General Counsel
John M. Scott 53 Vice President of Optical Components
Ian Jenks 43 Vice President of Operations, Uniphase Europe
Russell A. Johnson 48 Vice President, Worldwide Sales & Marketing
Fred Leonberger, Ph.D. 50 Vice President, Chief Technology Officer
Robert C. Fink(1)(2) 63 Director
Peter A. Guglielmi(1) (2) 55 Director
Martin A. Kaplan(1) 61 Director
Catherine P. Lego(2) 41 Director
Stephen C. Johnson(1) 56 Director
Wilson Sibbett, Ph.D. 50 Director
Casimir S. Skrzypczak(2) 57 Director
Willem Haverkamp 52 Director
</TABLE>
- -----------------
(1) Member of Compensation Committee
(2) Member of Audit Committee
Set forth below is certain information relating to the Company's
officers and directors. Similar information relating to Messrs. Guglielmi,
Sibbett and Haverkamp, the Class II director nominees, is set forth above under
the Caption "Proposal One: Election of Directors -- Class II Director Nominees."
Mr. Kalkhoven has been President and Chief Executive Officer of the
Company since January 1992, a member of the Board of Directors of the Company
since February 1992, and Chairman of the Board since April 1994. From September
1988 to January 1992, Mr. Kalkhoven was President of Demax Software, a systems
software company. From 1986 to August 1988, Mr. Kalkhoven was President and
Chief Executive Officer of AIDA Corporation, a computer aided engineering
company that was acquired in October 1987 by Teradyne Corporation.
Mr. Muller was appointed Senior Vice President, Chief Financial Officer
and Secretary in January 1998. From September 1984 to January 1998, when he
joined the Company, Mr. Muller was a member of the Company's Board of Directors.
From September 1996 to January 1998, he was Senior Vice President and Chief
Financial Officer for Micro Focus Groupe Plc. From November 1990 to September
1996, Mr. Muller served as Senior Vice President of Operations and
Administration and Chief Financial Officer of Centigram Communications
Corporation, a supplier of telecommunications systems. From March 1985 to July
1990, Mr. Muller was Vice President, Finance and Chief Financial Officer of
Silicon Valley Group, Inc., a manufacturer of production processing systems for
the semiconductor industry.
Mr. Pettit has been Senior Vice President, Business Planning and
Development since January 1998, and in May 1998, became President of Uniphase
Europe. Mr. Pettit joined the Company as Corporate Controller in March 1986 and
shortly thereafter was appointed Vice President and Chief Financial Officer.
Prior to joining the Company, Mr. Pettit held group controller and division
controller positions at Burroughs Corporation, where he was employed from 1983
to 1986.
Mr. Phillips joined the Company as Senior Vice President, Business
Development and General Counsel in August 1998. Mr. Phillips is also a partner
at Morrison & Foerster LLP, a large international law firm, which serves as
Company's outside counsel. At Morrison & Foerster LLP, Mr. Phillips is
co-chairman of the firm's corporate
3
<PAGE> 6
finance group, specializing in mergers and acquisitions, securities matters and
complex licensing and strategic relationships and is primarily responsible for
each of Uniphase's prior security offerings and acquisitions.
Mr. Scott joined the Company as President of Ultrapointe in April 1994,
and in May 1998, became Vice President, Optical Components for the Company's
emerging business units. Before joining the Company, Mr. Scott held numerous
executive positions at companies in the semiconductor equipment industry, most
recently as Vice President of Sales and Service at Tencor Instruments, a
manufacturer of wafer defect inspection systems, where he was employed from 1987
to 1994.
Mr. Jenks joined the Company as President of the Laser Division in
August 1995, and in May 1998, became Vice President, Operations for Uniphase
Europe. Prior to joining the Company, Mr. Jenks had been serving as a consultant
to the Company since February 1995. Mr. Jenks was the founder and Chief
Executive Officer of I.E. Optomech Ltd., a solid state laser company, until its
acquisition by Uniphase in July 1995. Prior to founding I.E. Optomech, he was
Chief Executive Officer of the International Projects Division of Ingersol
Engineers, Inc.
Mr. Johnson has served as a Vice President, Worldwide Sales and
Marketing of the Company since May, 1998. Prior to joining Uniphase, Mr. Johnson
was employed by Hewlett-Packard for 25 years, where he had held a variety of
sales and marketing management positions with the wireless, lightwave, microwave
and network measurement divisions. While at HP he also managed the Asia Pacific
marketing center for HP in Hong Kong.
Dr. Leonberger has served as Vice President and Chief Technology
Officer of the Company since September, 1997. He was a founder of Uniphase
Telecommunications Products, Inc. and served as general manager from its
incorporation in 1992 until its acquisition by Uniphase in 1995. Prior to the
formation of UTP, Dr. Leonberger was manager of photonics and applied physics at
United Technologies Research Center from 1984-1991, and an optoelectronics
manager and researcher at MIT Lincoln Laboratory from 1975 to 1984.
Mr. Fink has been a member of the Company's Board of Directors since
April 1995. Mr. Fink served as Senior Vice President of Lam Research since
October 1995. From July 1993 to October 1995, he served as Chief Operating
Officer of Lam Research, following its acquisition of Drytek Inc., where he had
served as President since 1988. From 1984 to 1988, Mr. Fink served as Director
of VLSI Operations for ITT Corporation's Semiconductor Division. Mr. Fink also
currently serves on the board of directors of Consilium Corporation, a publicly
held software manufacturer for the pharmaceutical and semiconductor industries.
Mr. Kaplan has been a member of the Company's Board of Directors since
November 1997. Mr. Kaplan is also Executive Vice President for Pacific Telesis
and is responsible for coordinating integration plans following the merger of
SBC Communications, Inc. and Pacific Telesis Group. Prior to his present
position, Mr. Kaplan was executive vice president of Pacific Bell and president
of the Network Services Group. Between 1993 and July of 1995 he was chief
technology, quality and re-engineering officer for Pacific Bell. Mr. Kaplan also
is a director of Bellcore.
Ms. Lego has been a member of the Company's Board of Directors since
January 1994. She has been President of Lego Ventures, Inc., a consulting firm
specializing in business development of early stage electronics companies since
June 1992. Prior to establishing her own firm, Ms. Lego was a general partner in
Oak Investment Partners, a venture capital group, from 1981 to 1992. Ms. Lego
also serves on the board of directors of Etec Corporation, SanDisk Corporation
and Zitel Corporation, and is a director of several privately held companies.
Mr. Johnson has been a member of the Company's Board of Directors since
April 1984. He has been President and Chief Executive Officer of Komag
Incorporated, a manufacturer of high density computer disks, since 1983 and
serves as a director of Exabyte, a publicly held company.
Mr. Skrzypczak has been a member of the Company's Board of Directors
since July 1997. He is currently Corporate Vice President and Group President of
Professional Services of Bellcore since March 1997. Prior to his present
position, Mr. Skrzypczak was the president - NYNEX Science & Technology and vice
president - Network
4
<PAGE> 7
& Technology Planning for NYNEX. Mr. Skrzypczak has served as a trustee of
Polytechnic since 1987. He is also chairman of the Education Committee.
RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS
There are no family relationships among any of the directors or
executive officers of the Company.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During fiscal 1998, the Board met six times. No director attended fewer
than 75% of all the fiscal 1998 meetings of the Board and its committees on
which he or she served after becoming a member of the Board.
The Board has two committees: the Audit Committee and the Compensation
Committee. The Board does not have a nominating committee or a committee
performing the functions of a nominating committee.
The Audit Committee, which met four times in fiscal 1998, consisted of
William B. Bridges, Ph.D., Catherine P. Lego and Anthony R. Muller until January
1998. Thereafter, the Audit Committee consisted of Catherine P. Lego, Robert C.
Fink, Peter A. Guglielmi (who was added in April 1998) and Casimir S.
Skrzypczak. The Audit Committee recommends engagement of the Company's
independent auditors and is primarily responsible for reviewing (i) the scope of
the independent auditors' annual audit and their compensation, (ii) the general
policies and procedures of the Company with respect to accounting and financial
controls and (iii) any change in accounting principles, significant audit
adjustments proposed by the auditors and any recommendations that the auditors
may have with respect to policies and procedures.
The Compensation Committee, which met three times in fiscal 1998,
consisted of Stephan C. Johnson, Anthony R. Muller and Robert C. Fink until
January 1998. Thereafter, the Compensation Committee consisted of Stephen C.
Johnson, Peter A. Guglielmi, Martin A. Kaplan and Robert C. Fink. The
Compensation Committee's functions are to establish and apply the Company's
compensation policies with respect to its executive officers and administer the
Company's stock option and stock purchase plans.
EMPLOYEE AGREEMENTS
None of the Company's executive officers is a party to an employment
agreement with the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors is comprised of
Messrs. Johnson, Fink, Kaplan and Guglielmi, none of whom is an officer of the
Company. There are no compensation committee interlocks involving members of the
Company's Compensation Committee.
COMPENSATION OF DIRECTORS
Directors who are employees of the Company do not receive any
compensation for their services as directors. Directors who are not employees of
the Company receive a $1,500 fee for attendance at each Board meeting and a $500
fee for attendance at committee meetings held on a separate day. All directors
are reimbursed for expenses incurred in connection with attending Board and
committee meetings.
The Company's Amended and Restated 1993 Flexible Stock Incentive Plan
(the "Plan") also provides for automatic grants of nonqualified stock options to
non-employee directors ("Outside Directors"). In general, under the Plan, each
Outside Director who first joins the Board after the effective date of the Plan
automatically will receive at that time an option to purchase 40,000 shares of
Common Stock. In addition, immediately after each Annual Meeting of
Stockholders, each individual who is at that time continuing to serve as an
Outside Director automatically will be granted an option to purchase 10,000
additional shares of Common Stock, whether or not such Outside Director stood
for re-election at such annual meeting, provided that each such individual has
served as an Outside Director for at least nine months. All such options granted
prior to September 1996 to Outside Directors have an exercise price equal to
100% of the fair market value of the Common Stock on the date of grant and vest
at
5
<PAGE> 8
the rate of 25% of the shares subject to the option at the end of the first year
and as to approximately 6.25% of the shares subject to the option each quarter
(three-month period) for twelve quarters thereafter, and terminate 5 years from
the date of granting. All options granted to Outside Directors subsequent to
September 1996 have an exercise price equal to 100% of the fair market value of
the Common Stock on the date of grant and vest monthly on a straight-line basis
over a three-year period for the initial 40,000 shares granted upon joining the
board of directors and over twelve months for the subsequent grants of 10,000
shares, and terminate 8 years from the date of grant. Mr. Haverkamp received no
shares upon joining the Board of Directors.
In fiscal 1998, Dr. Bridges, Mr. Fink, Mr. Johnson, Ms. Lego, Mr.
Muller and Professor Sibbett were each granted options to purchase 10,000 shares
of Common Stock at a price of $33.00 per share. Mr. Muller resigned from the
Board of Directors upon his appointment as Senior Vice President, Chief
Financial Officer and Secretary of the Company in January 1998. Dr. Bridges
resigned from the Board in April 1998 and is now a member of the Uniphase
Scientific Advisory Board.
PROPOSAL TWO
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
In August 1998, the Board of Directors declared advisable and approved
the Amendment to increase the aggregate number of shares of Common Stock which
the Company is authorized to issue from 50,000,000 to 100,000,000. No increase
in the number of authorized shares of Preferred Stock of the Company, currently
1,000,000 shares, is proposed or anticipated.
If approved by the stockholders, the Amendment will become effective
upon the filing of a Certificate of Amendment of Certificate of Incorporation
with the Delaware Secretary of State. The Amendment would change paragraph 4.1
of Article 4 of the Company's Certificate of Incorporation to read in its
entirety as follows:
"4.1. Authorized Capital Stock. The Corporation is
authorized to issue two classes of stock to be designated,
respectively, `Common Stock' and `Preferred Stock.' The total
number of shares which the Corporation is authorized to issue
is one hundred and one million (101,000,000) shares. One
hundred million (100,000,000) shares shall be Common Stock,
each having a par value of one-tenth of one cent ($.001). One
million (1,000,000) shares shall be Preferred Stock, each
having a par value of one-tenth of one cent ($.001)."
PURPOSE AND EFFECT OF THE AMENDMENT
As of June 30, 1998, of the Company's 50,000,000 authorized shares of
Common Stock, 38,190,456 shares were issued and outstanding and 6,245,427 shares
were subject to outstanding options granted pursuant to the Company's Amended
and Restated 1993 Flexible Stock Incentive Plan, the 1984 Amended and Restated
Stock Option Plan and 1996 Nonqualified Stock Option Plan (collectively, the
"Plans"). The purpose of the proposed Amendment is to authorize additional
shares of Common Stock which will be available in the event that the Board of
Directors determines that it is necessary or appropriate to effect future stock
dividends or stock splits, to raise additional capital through the sale of
securities, to acquire another company or its business or assets through the
issuance of securities, or to establish a strategic relationship with a
corporate partner through the exchange of securities.
In determining to increase the authorized shares of Common Stock, the
Board of Directors considered, among other factors, (i) that as of June 30,
1998, 44,435,883 shares of Common Stock were issued or subject to outstanding
options granted under the Plans, thereby effectively encumbering substantially
all of the 50,000,000 shares presently authorized, (ii) that there are currently
insufficient authorized shares of Common Stock available to raise capital and to
respond to potential business opportunities and pursue important objectives, and
(iii) that in November, 1997, the Company effected a two-for-one stock split,
and, were the Company to effect another two-for-one stock split in the future, a
minimum of approximately 90,000,000 authorized shares would be required. If the
6
<PAGE> 9
proposed Amendment is adopted, the aggregate number of authorized shares of
Common Stock will be increased to 100,000,000, and approximately 55,500,000
additional shares of Common Stock will be available for issuance by the Board of
Directors without any further stockholder approval, except in certain issuances
of shares which require stockholder approval in accordance with the requirements
of the Nasdaq National Market or the Delaware General Corporations Law. The
holders of shares of Common Stock have no preemptive rights to purchase any
stock of the Company. The additional shares could be issued at such times and
under such circumstances as to have a dilutive effect on earnings per share and
on the equity ownership of the present holders of Common Stock.
POTENTIAL ANTI-TAKEOVER EFFECT
The Proposed Amendment could, under certain circumstances, have an
anti-takeover effect, although this is not the intention of this Proposal. The
increased number of authorized shares of Common Stock could discourage, or be
used to impede, an attempt to acquire or otherwise change control of the
Company. The private placement of shares of Common Stock into "friendly" hands,
for example, could dilute the voting strength of a party seeking control of the
Company. Furthermore, many companies have issued warrants or other rights to
acquire additional shares of common stock to the holders of its common stock to
discourage or defeat unsolicited share accumulation programs and acquisition
proposals, which programs or proposals may be viewed by the board of directors
as not in the best interest of the company and its shareholders. Although the
Company has no present intent to use the additional authorized shares of Common
Stock for such purposes, if this Proposal is adopted, more capital stock of the
Company would be available for such purposes than is currently available.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR THE AMENDMENT.
PROPOSAL THREE:RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors recommends the appointment of Ernst & Young LLP,
Independent Auditors for the Company during the fiscal year 1999, to serve in
the same capacity for the fiscal year ending June 30, 1999, and is asking the
stockholders to ratify this appointment. The affirmative vote of a majority of
the shares represented and voting at the Annual Meeting is required to ratify
the selection of Ernst & Young LLP. Unless otherwise instructed, the proxy
holder will vote the proxies received for the ratification of Ernst & Young LLP
as the independent auditors for fiscal 1999.
In the event the stockholders fail to ratify the appointment, the Board
of Directors will reconsider its selection. Even if the selection is ratified,
the Board of Directors in its discretion may direct the appointment of a
different independent auditing firm at any time during the year if the Board of
Directors believes that such a change would be in the best interests of the
Company and its stockholders.
A representative of Ernst & Young LLP, is expected to be present at the
Annual Meeting, will have the opportunity to make a statement if he or she
desires to do so, and will be available to respond to appropriate questions.
Ernst and Young LLP has audited the Company's financial statements
since the fiscal year ended June 30, 1987.
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP, AS THE COMPANY'S INDEPENDENT
AUDITOR FOR THE YEAR ENDING JUNE 30, 1999.
7
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to the Company
with respect to the beneficial ownership as of June 30, 1998 by (i) all persons
who are beneficial owners of five percent (5%) or more of the Company's Common
Stock ("5% Stockholder"), (ii) each director and nominee, (iii) the Named
Executive Officers (defined below) and (iv) all current directors and executive
officers as a group. Unless otherwise indicated, each of the stockholders has
sole voting and investment power with respect to the shares beneficially owned
subject to community property laws, where applicable.
<TABLE>
<CAPTION>
SHARES
NAME OF BENEFICIALLY PERCENTAGE OF SHARES
BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED(2)
- ------------------------------------------------- ------------ -----------------------
<S> <C> <C>
5% STOCKHOLDERS
Philips Electronics N.V.(3) 3,259,646 8.54%
Groenevoudseweg 1
5621 BA Eindhoven
The Netherlands
Putnam Investments(4) 2,278,194 5.97%
One Post Office Square
Boston, MA 02109
Fidelity Management & Research(5) 2,240,800 5.87%
82 Devonshire Street
Boston, MA 02109
OFFICERS AND DIRECTORS
Kevin N. Kalkhoven(6) 885,844 *
Danny E. Pettit(7) 268,994 *
John M. Scott(8) 119,969 *
Ian Jenks(9) 50,858 *
Robert C. Fink(10) 26,666 *
Catherine P. Lego(11) 96,041 *
Stephen C. Johnson(12) 124,314 *
Wilson Sibbett, Ph.D.(13) 21,666 *
Casimir S. Skrzypczak(14) 17,666 *
Peter A. Guglielmi(15) 6,666 *
Martin A. Kaplan(16) 12,222 *
All officers and directors as a group (15
persons)(17)
</TABLE>
- ------------------------------
* Less than 5%
(Footnotes continued on next page)
8
<PAGE> 11
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of Common Stock subject to options held by that person
that are currently exercisable or exercisable within 60 days of June
30, 1998 are deemed outstanding. Such shares, however, are not deemed
outstanding for the purposes of computing the percentage ownership of
each other person. To the Company's knowledge, except as set forth in
the footnotes to this table and subject to applicable community
property laws, each person named in the table has sole voting and
investment power with respect to the shares set forth opposite such
person's name.
(2) Percentage of ownership is based on 38,190,456 shares of Common Stock
outstanding on June 30, 1998.
(3) As reported in the Company's Current Report on Form 8K filed with the
Securities and Exchange Commission on August 24, 1998, represents
3,259,646 shares of Common Stock issued in connection with the
acquisition of Philips Optoelectronics B.V. from Philips Electronics,
N.V. These shares are subject to certain trading restrictions.
(4) As reported in a Schedule 13G filed by Putnam Investments as of March
31, 1998, includes 2,278,194 shares as to which Putnam Investments has
sole voting power and investment power.
(5) As reported in a Schedule 13G filed by Fidelity Management & Research
as of March 31, 1998, represents 2,240,800 shares as to which Fidelity
Management & Research has sole voting power and investment power.
(6) Includes 825,940 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(7) Includes 234,252 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998 and 21,990 shares held by
Kelly A. Pettit, Mr. Pettit's spouse.
(8) Includes 75,479 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(9) Includes 48,751 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(10) Represents 26,666 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(11) Represents 96,041 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(12) Includes 31,666 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(13) Represents 21,666 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(14) Includes 16,666 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(15) Represents 6,666 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(16) Represents 12,222 shares subject to stock options currently exercisable
or exercisable on or before August 31, 1998.
(17) Includes 1,424,060 shares subject to stock options currently
exercisable or exercisable on or before August 31, 1998.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
COMPENSATION COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the
Company's previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate future
filings, including this Proxy Statement, in whole or in part, the following
report and the Performance Graph which follows shall not be deemed to be filed
with the Securities and Exchange Commission nor be incorporated by reference
into any such filings.
The Compensation Committee of the Board of Directors is responsible for
establishing the base salary and incentive cash bonus programs for the Company's
executive officers and administering certain other compensation programs for
such individuals, subject in each instance to approval by the full Board. The
Compensation Committee also has the exclusive responsibility for the
administration of the Amended and Restated 1993 Flexible Stock Incentive Plan,
1984 Amended and Restated Stock Option Plan and the 1998 Employee Stock Purchase
Plan under which grants may be made to executive officers and other key
employees.
The fundamental policy of the Compensation Committee is to provide the
Company's chief executive officer and executive vice presidents with competitive
compensation opportunities based upon their contribution to the financial
success of the Company and their personal performance. It is the Compensation
Committee's objective to have a substantial portion of each officer's
compensation contingent upon the Company's performance as well as upon his own
level of performance. Accordingly, the compensation package for the chief
executive officer and executive vice presidents is comprised of three elements:
(i) base salary which reflects individual performance and is designed primarily
to be competitive with salary levels in the industry, (ii) annual variable
performance awards payable in cash and tied to the Company's achievement of
financial performance targets, and (iii) long-term stock-based incentive awards
which strengthen the mutuality of interests between the executive officers and
the Company's stockholders. As an executive officer's level of responsibility
increases, it is the intent
9
<PAGE> 12
of the Compensation Committee to have a greater portion of his total
compensation be dependent upon Company performance and stock price appreciation
rather than base salary.
Several of the more important factors which the Compensation Committee
considered in establishing the components of each executive officer's
compensation package for the 1998 fiscal year are summarized below. Additional
factors were also taken into account, and the Compensation Committee may in its
discretion apply entirely different factors, particularly different measures of
financial performance, in setting executive compensation for future fiscal
years.
Base Salary. The base salary for each officer is determined on
the basis of the following factors: experience, personal performance,
the average salary levels in effect for comparable positions within and
without the industry and internal comparability considerations. The
weight given to each of-these factors differs from individual to
individual, as the Compensation Committee deems appropriate. In
selecting comparable companies for the purposes of maintaining
competitive compensation, the Compensation Committee considers many
factors including geographic location, growth rate, annual revenue and
profitability, and market capitalization. The Compensation Committee
also considers companies outside the industry which may compete with
the Company in recruiting executive talent.
Annual Incentive Compensation. Annual bonuses are earned by
each executive officer primarily on the basis of the Company's
achievement of certain corporate financial performance goals
established for each fiscal year. For fiscal 1998, bonuses were earned
on the basis of the following factors: (i) the Company's consolidated
operating profit performance net of certain non-recurring adjustments,
relative to the target established by the Compensation Committee, and
(ii) the revenue and operating profit performance of the respective
division or subsidiary relative to the targets established by the
Compensation Committee. A portion of the Company's earnings for the
1998 fiscal year was accordingly set aside for distribution under the
bonus pool, and the chief executive officer and each executive vice
president was awarded a share of that pool on the basis of the
respective responsibilities assigned to him and his relative position
in the Company. The actual bonus paid for the year to each of the Named
Executive Officers is indicated in the Bonus column of the Summary
Compensation Table.
Deferred Compensation Plan. The Company maintains a deferred
compensation plan, pursuant to which certain members of management
(including the executive officers) may elect to defer a portion of his
or her annual compensation. The participants' funds are invested among
various funds designated by the plan administrator and currently may
not be invested in Common Stock or other Company securities. Upon the
death or retirement of a participant, the funds attributable to the
participant (including any earnings on contributions) are distributed
to the participant or the participant's beneficiary in a lump sum or in
annual installments over a period of 3, 5, 10 or 15 years.
Long-Term Compensation. Long-term incentives are provided
through stock option grants. The grants are designed to align the
interests of each executive officer with those of the stockholders and
provide each individual with a significant incentive to manage the
Company from the perspective of an owner with an equity stake in the
business. Each grant allows the individual to acquire shares of the
Company's Common Stock at a fixed price per share (the market price on
the grant date) over a specified period of time (up to ten years).
Options granted become exercisable at the rate of 25% of the shares
subject thereto one year from the grant date and as to approximately
6.25% of the shares subject to the option at the end of each
three-month period thereafter such that the option is fully exercisable
four years from the grant date, contingent upon the executive officer's
continued employment with the Company. Accordingly, the option will
provide a return to the executive officer only if the executive officer
remains employed by the Company during the four-year vesting period,
and then only if the market price of the underlying shares appreciates
over the option term. The number of shares subject to each grant is set
at a level intended to create a meaningful opportunity for stock
ownership based on the officer's current position with the Company, the
base salary associated with that position, the average size of
comparable awards made to individuals in similar positions within the
industry, the individual's potential for increased responsibility and
promotion over the option term, and the individual's personal
performance in recent
10
<PAGE> 13
periods. The Compensation Committee also takes into account the number
of vested and unvested options held by the executive officer in order
to maintain an appropriate level of equity incentive for that
individual. However, the Compensation Committee does not adhere to any
specific guidelines as to the relative option holdings of the Company's
executive officers. The actual options granted to each of the current
executive officers named in the Summary Compensation Table is indicated
in the Long-Term Compensation Awards column.
The compensation of the Chief Executive Officer is reviewed annually on
the same basis as discussed above for all executive officers. Mr. Kalkhoven's
base salary for the fiscal year ended June 30, 1998 was $274,835. Mr.
Kalkhoven's base salary was established in part by comparing the base salaries
of chief executive officers at other companies of similar size. Mr. Kalkhoven's
base salary was at the approximate median of the base salary range for
Presidents/Chief Executive Officers of comparative companies. Mr. Kalkhoven's
bonus for fiscal 1997 was 65% of his base salary and was equally contingent on
the Company meeting its pre-bonus, net operating income and revenue for fiscal
1997. Based on this criteria for all executive officers described above, in
fiscal 1998 Mr. Kalkhoven was awarded a bonus of $177,615 as well as options to
purchase 320,000 shares of Common Stock.
The Company is required to disclose its policy regarding qualifying
executive compensation for deductibility under Section 162(m) of the Internal
Revenue Code which provides that, for purposes of the regular income tax and the
alternative minimum tax, the otherwise allowable deduction for compensation paid
or accrued with respect to a covered employee of a publicly-held corporation is
limited to no more than $1 million per year. It is not expected that the
compensation to be paid to the Company's executive officers for fiscal 1998 will
exceed the $1 million limit per officer. The Company's Amended and Restated 1993
Flexible Stock Incentive Plan is structured so that any compensation deemed paid
to an executive officer when he exercises an outstanding option under the Plan,
with an exercise price equal to the fair market value of the option shares on
the grant date, will qualify as performance-based compensation which will not be
subject to the $1 million limitation.
Compensation Committee
Robert C. Fink
Stephen C. Johnson
Peter A. Guglielmi
Martin A. Kaplan
11
<PAGE> 14
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid during the last
three fiscal years to the Company's Chief Executive Officer and to the four
other most highly compensated executive officers of the Company whose
compensation exceeded $100,000 for fiscal 1998 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(1) AWARDS OPTIONS (#)
- --------------------------- ---- ---------- ------------ ------------------
<S> <C> <C> <C> <C>
Kevin N. Kalkhoven 1998 $274,835 $177,615 320,000
Chairman and Chief 1997 251,675 109,290 120,000
Executive Officer 1996 238,400 152,090 120,000
Ian Jenks 1998 176,756 54,733 70,000
Vice President 1997 165,851 44,631 40,000
Operations, Europe 1996 126,165(2) 33,206 100,000
Danny E. Pettit 1998 181,430 63,156 190,000
Senior Vice President 1997 155,497 47,267 50,000
President, Uniphase Europe 1996 148,584 66,084 80,000
John M. Scott 1998 196,529 30,132 40,000
Vice President 1997 190,331 33,032 --
Optical Components 1996 181,166 83,350 60,000
Fred Leonberger, Ph.D. 1998 173,264 51,680 40,000
Vice President 1997 158,661 26,135 60,000
Chief Technology Officer 1996 153,043 47,260 --
</TABLE>
- -----------------
(1) For fiscal 1996, includes bonus amounts earned in fiscal 1996 and paid
in fiscal 1997. For fiscal 1997, includes bonus amounts earned in
fiscal 1997 and paid in fiscal 1998. For fiscal 1998, includes bonus
amounts earned in fiscal 1998 and paid in fiscal 1999.
(2) Mr. Jenks joined the Company during fiscal 1996. On an annualized
basis, his salary would have been $160,014 in fiscal 1996.
OPTIONS GRANTED AND OPTIONS EXERCISED IN THE LAST FISCAL YEAR
The following tables set forth information regarding stock options
granted to and exercised by the Named Executive Officers during the last fiscal
year, as well as options held by such officers as of June 30, 1998:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL
REALIZABLE VALUE AT
% OF TOTAL ASSUMED ANNUAL RATE OF
OPTIONS GRANTED EXERCISE STOCK PRICE APPRECIATION
OPTIONS TO EMPLOYEES IN PRICE PER EXPIRATION FOR OPTION TERM (1)
NAME GRANTED(#)(2) FISCAL YEAR(3) SHARE ($/SH) DATE 5%($) 10%($)
---- ------------- --------------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Kevin N. Kalkhoven 120,000 6.0% $31.625 7/29/05 $1,811,943 $4,339,920
200,000 10.0 36.531 12/16/05 3,488,385 8,355,288
Danny E. Pettit 50,000 2.5 31.625 7/29/05 754,976 1,808,300
40,000 2.0 36.531 12/16/05 697,677 1,671,058
100,000 5.0 44.750 4/14/06 2,136,613 5,117,559
Ian Jenks 40,000 2.0 31.625 7/29/05 603,981 1,446,639
30,000 1.5 44.750 4/14/06 640,984 1,535,268
Fred Leonberger, Ph.D. 40,000 2.0 31.625 7/29/05 603,981 1,446,639
John M. Scott 40,000 2.0 31.625 7/29/05 603,981 1,446,639
</TABLE>
(1) The potential realizable value is calculated based on the term of the
option at its time of grant. It is calculated assuming that the stock
price on the date of grant appreciates at the indicated annual rate,
compounded annually for the entire term of the option, and that the
option is exercised and sold on the last day of its term for the
appreciated stock price.
12
<PAGE> 15
(2) Except in the event of a change in control of the Company, options
granted become exercisable at the rate of 25% of the shares subject
thereto one year from the grant date and as to approximately 6.25% of
the shares subject to the option at the end of each three-month period
thereafter such that the option is fully exercisable four years from the
grant date.
(3) Based on a total of 2,004,722 options granted to employees of the
Company in fiscal year 1998, including the Named Executive Officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT YEAR END(#) AT YEAR END ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
- ---- --------------- ------------ ------------------- -----------------------
<S> <C> <C> <C> <C>
Kevin N. Kalkhoven 107,021 $3,667,898 762,695/447,500 $45,841,397/$14,852,495
Ian Jenks 19,249 522,987 27,501/126,250 1,278,124/4,510,134
Danny E. Pettit 50,000 1,636,700 198,002/258,750 11,327,015/7,760,947
John M. Scott 67,501 2,134,757 59,231/58,750 3,574,345/2,313,286
Fred Leonberger 42,000 1,177,749 97,832/131,276 5,314,498/5,803,272
</TABLE>
- ------------------
(1) Represents the difference between the exercise price of the options
(ranges from $0.80 to $44.75) and the closing price of the Company's
Common Stock on June 30, 1998 ($60.56).
STOCK PERFORMANCE GRAPH
The following graph sets forth the Company's total cumulative
stockholder return as compared to Nasdaq Market Index and the peer group chosen
the Company ("Peer Group"). The Peer Group is comprised of the following
companies: Coherent, Inc., Corning, Inc., Lucent Technologies, Inc.,
Spectra-Physics Lasers, Ortel Corporation and SDL, Inc.
The total stockholder return assumes $100 invested at the beginning of
the period in (a) Common Stock of the Company, (b) the Nasdaq Market Index, and
(c) a peer group of companies that, like the Company, (i) are publicly-traded
and (ii) are either laser, semiconductor capital equipment or telecommunications
equipment companies. Total return assumes reinvestment of dividends. Historical
stock price performance is not necessarily indicative of future price
performance.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
11/17/93 6/30/95 6/30/96 6/30/97 6/30/98
---------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Uniphase Corporation - $100 259.09 860.61 1,412.12 3,043.94
Nasdaq Market Index $100 249.88 211.33 268.47 245.51
Peer Group $100 311.72 300.02 396.08 554.78
---------------------------------------------------------
</TABLE>
13
<PAGE> 16
STOCKHOLDER PROPOSALS
To be considered for presentation to the Annual Meeting of the
Stockholders to be held in 1999, a stockholder proposal must be received by
Anthony R. Muller, Secretary, Uniphase Corporation, 163 Baypointe Parkway, San
Jose, California, 95134, no later than June 11, 1999.
STOCKHOLDER NOMINATIONS FOR DIRECTOR
Stockholders wishing to directly nominate candidates for election to
the Board of Directors at an annual meeting or any special meeting of the
stockholders held for the purpose of electing directors, must do so in
accordance with the Company's Bylaws by giving timely notice in writing to the
Secretary of the Company. The notice must set forth (a) the name and address of
the stockholder who intends to make the nomination, (b) the name, age, business
address and residence address of each nominee, (c) the principal occupation or
employment of each nominee, (d) the class and number of shares of the Company
which are beneficially owned by each nominee and by the nominating stockholder,
and (e) any other information concerning the nominee that must be disclosed of
nominees in proxy solicitations pursuant to Regulation 14A of the Securities
Exchange Act of 1934. To be timely, the notice by the stockholder must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 30 days nor more than 60 days prior to the meeting;
provided however, that in the event that less than 40 days notice or prior
public disclosure of the date of the meeting is made or given to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth day following the day on which such notice of the
meeting was mailed or such public disclosure was made. The chairman of the
meeting may, if the facts warrant, determine that a nomination was not made in
accordance with the procedures prescribed by the Bylaws; and so declare to the
meeting and the defective nomination will be disregarded.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and any persons holding more than ten
percent of the Company's Common Stock ("Reporting Persons") to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). Reporting Persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received or
written representation from certain reporting persons for the 1998 fiscal year
that no such forms were required, the Company believes that during fiscal 1998,
all Reporting Persons complied with all applicable filing requirements on a
timely basis, except Casimir Skrzypczak was late in filing one of his Form 4s,
such form reporting a single transaction and Martin Kaplan was late in filing
his Form 3.
14
<PAGE> 17
OTHER MATTERS
The Company knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in the enclosed
form of Proxy to vote, the shares they represent as the Board of Directors may
recommend. Discretionary authority with respect to such other matters is granted
by the execution of the enclosed Proxy.
By Order of the Board of Directors,
Anthony R. Muller
Secretary
October 14, 1998
San Jose, California
15
<PAGE> 18
[FORM OF FRONT OF PROXY CARD]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
UNIPHASE CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 10, 1998
The undersigned hereby appoints Anthony R. Muller as proxy, with the power to
appoint his substitute, and hereby authorizes him to represent and to vote as
designated below all of the shares of Common Stock of Uniphase Corporation that
the undersigned is entitled to vote at the Annual Meeting of Stockholders to be
held at 1:00 p.m., local time on November 10, 1998 at the Uniphase Corporate
Headquarters located at 210 Baypointe Parkway, San Jose, California 95134, or
any adjournment or postponement thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE
BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
1
<PAGE> 19
[FORM OF BACK OF PROXY CARD]
[X] Please mark your
votes as indicated
in this example.
1. Election of Directors
FOR EACH WITHHOLD AUTHORITY
NOMINEE FOR EACH NOMINEE
[ ] [ ]
Nominees: Peter A. Guglielmi
Professor Wilson Sibbett
Willem Haverkamp
For, except vote withheld from the following nominee:
---------------------------------------------------------------------------
2. To approve an amendment to the Company's Certificate of Incorporation to
increase the number of shares of Common Stock in which the Company is
authorized to issue from 50,000,000 to 100,000,000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to ratify the appointment of Ernst & Young LLP as the independent
auditors for the Company for the fiscal year ending June 30, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Authority is hereby given to the proxy identified on the front of this card
to vote in their discretion upon such other business as may properly come
before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
I plan to attend the meeting.
[ ] YES [ ] NO
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE.
SIGNATURE(S)__________________________ DATED: _________________ , 1998
Please sign exactly as your name appears on this proxy card. If shares are held
jointly, each person should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
2
