SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by party other than the registrant [_]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ORYX TECHNOLOGY CORP.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Oryx Technology Corp.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-
6j(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(45) 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:
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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ORYX TECHNOLOGY CORP.
47341 Bayside Parkway
Fremont, California 94538
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Oryx
Technology Corp., a Delaware corporation (the "Company"), will be held at 47341
Bayside Parkway, Fremont, California 94538 at 10:00 a.m. on Friday, September
20, 1996, for the following purposes:
PROPOSAL 1. To elect six (6) directors of the Company for terms expiring
at the 1997 Annual Meeting;
PROPOSAL 2. To ratify the selection of Price Waterhouse LLP as auditors
of the Company's financial statements for the fiscal year ending February 28,
1997;
PROPOSAL 3. To consider and act upon a proposal to approve an increase
in the number of shares which may be granted under the Company's 1993 Incentive
and Nonqualified Stock Option Plan to 1,625,000 from 1,125,000 shares;
PROPOSAL 4. To consider and act upon a proposal to approve the Company's
1996 Directors' Stock Option Plan;
and to transact such other business as may properly come before the Meeting or
any adjournments thereof.
The close of business on August 9, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting.
PLEASE SIGN, DATE AND MAIL YOUR PROXY IN THE ENVELOPE PROVIDED FOR YOUR
CONVENIENCE. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO THE MEETING AND, IF
YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Andrew Intrater
--------------------------
Andrew Intrater, Secretary
Dated: August 21, 1996
<PAGE>
ORYX TECHNOLOGY CORP.
47341 Bayside Parkway
Fremont, California 94538
PROXY STATEMENT
------------------------------------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Oryx Technology Corp. (the "Company") for
use at the Annual Meeting of Stockholders to be held at 10:00 A.M. on September
20, 1996 at 47341 Bayside Parkway, Fremont, California 94538, or at any
adjournments thereof (the "Annual Meeting"), for the purposes set forth herein
and in the foregoing Notice. This Proxy Statement and the accompanying Proxy are
being mailed to the Company's stockholders on or about August 21, 1996.
At the close of business on August 9, 1996, the record date fixed by the
Board of Directors of the Company for determining those stockholders entitled to
vote at the Annual Meeting (the "Record Date"), the outstanding shares of the
Company entitled to vote consisted of 10,529,484 shares of Common Stock and
34,875 shares of Series A Preferred Stock. Each stockholder of record at the
close of business on the Record Date is entitled to one vote for each share than
held on each matter submitted to a vote of the stockholders.
The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Stockholders have an
unconditional right to revoke their proxy at any time prior to the exercise
thereof, either in person at the Annual Meeting or by filing with the Company's
Secretary at the Company's headquarters a written revocation or duly executed
proxy bearing a later date; however, no such revocation will be effective until
written notice of the revocation is received by the Company at or prior to the
Annual Meeting.
The attendance, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum. Directors will be elected (Proposal 1) by a
plurality of the votes cast by the shares of Common Stock and Series A Preferred
Stock represented in person or by proxy at the Annual Meeting. Under applicable
Delaware state law, if a quorum exists, action on a matter other then the
election of directors is approved if a majority of shares voting at the Annual
Meeting in person or proxy favor the proposed action. If less than a majority of
outstanding shares entitled to vote are represented at the Annual Meeting, a
<PAGE>
majority of the shares so represented may adjourn the Annual Meeting to another
date, time or place, and notice need not be given of the new date, time or place
if the new date, time or place is announced at the meeting before an adjournment
is taken.
Abstentions and "broker non-votes" are counted as shares eligible to vote
at the Annual Meeting in determining whether a quorum is present, but do not
represent votes cast with respect to any Proposal. "Broker non-votes" are shares
held by a broker or nominee as to which instructions have not been received from
the beneficial owners or persons entitled to vote and the broker or nominee does
not have discretionary voting power.
A form of proxy is enclosed for use at the Annual Meeting. The proxy may
be revoked by a stockholder at any time prior to the exercise thereof, and any
stockholder present at the Annual Meeting may revoke his proxy thereat and vote
in person if he or she so desires. When such proxy is properly executed and
returned, the shares it represents will be voted at the Annual Meeting in
accordance with any instructions noted thereon. If no direction is indicated,
all shares represented by valid proxies received pursuant to this solicitation
(and not revoked prior to exercise) will be voted for the election of the
nominees for directors named herein (unless authority to vote is withheld) and
in favor of all other proposals stated in the Notice of Annual Meeting and
described in this Proxy Statement.
The Company's Annual Report for the fiscal year ended February 29, 1996 is
enclosed with this Proxy Statement.
PROPOSAL 1:
ELECTION OF DIRECTORS
Nominees
- --------
Six (6) of the seven (7) current members of the Board of Directors are to
be elected at the Annual Meeting, each to hold office until the next Annual
Meeting and until their successors are elected and qualified. The Board of
Directors has nominated for election as directors the six (6) persons indicated
in the following table. Mr. Bruce L. Schindler, who has served as a director
since February 1995, has chosen not to stand for reelection. In the election of
directors, the proxy holders intend, unless directed otherwise, to vote for the
election of the nominees named below, all of whom are now members of the Board
of Directors. It is not anticipated that any of the nominees will decline or be
unable to serve as director. If, however, that should occur, the proxy holders
will vote the proxies in their discretion for any nominee designated by the
present Board of Directors to fill the vacancy.
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MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.
The following table gives certain information as to each person nominated
for election as a director:
Director
Name Age Since Positions
- ---- --- ----- ---------
Arvind Patel 49 1993 President, Chief Executive
Officer and Director
Andrew Intrater 34 1993 Secretary, Treasurer and Director
Dr. John H. Abeles 51 1993 Chairman of the Board and Director
Jay M. Haft 60 1995 Director
Nitin T. Mehta 49 1995 Director
Ted D. Morgan 54 1996 Director
ARVIND PATEL has served as Chief Executive Officer of the Company from its
organization and President since June 1996. Between July 1993 and October 1993,
Mr. Patel served as Executive Chairman of the Company. From October 1993 to the
present, Mr. Patel has served as Chief Executive Officer of the Company. Mr.
Patel has served as a Director of the Company from its organization to the
present. Between February 1987 and June 1992, Mr. Patel was a General Partner of
Praktek Corp. and Managing Director of its affiliate, Praktek Venture Fund, San
Francisco, California, which provided asset management services and financing
for various commercial entities especially those engaged in advanced technology
operations. Prior thereto, between June 1985 and January 1987, Mr. Patel was
President and Chief Executive Officer of Upstart Computer Corporation,
Emeryville, California, a manufacturer of computer peripheral equipment. Mr.
Patel received his B.S. in Mechanical Engineering and M.B.A. from London
University.
JOHN H. ABELES, M.D., has been a director of the Company since its
organization in July 1993 and of Advanced Technology, Inc. ("ATI"), its
predecessor, commencing October 1991 and Chairman of the Board of the Company
since October 1993. Since March 1992, Dr. Abeles has been General Partner of
Northlea Partners Ltd. ("Northlea Partners"), Boca Raton, Florida, a private
investment partnership. Since 1980, Dr. Abeles has been President of MedVest,
Inc., Boca Raton, Florida, a business and financial consulting firm. Dr. Abeles
serves on the Board of Directors of I-Flow Corporation, Irvine, California, a
publicly traded company which manufactures infusion devices, DUSA
Pharmaceuticals, Inc., a publicly traded company which is developing
photodynamic therapy products, and Accumed International, Chicago, Illinois, a
publicly traded company which produces diagnostic tests. He is President and a
Director of Healthcare Acquisition Corporation, a publicly traded special
purpose acquisition corporation.
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ANDREW INTRATER has been employed in various executive capacities with the
Company since its organization in July 1993 and with ATI, the Company's
predecessor corporation, since 1981. Mr. Intrater was Chief Operating Officer of
ATI commencing May 1993 and Chief Operating Officer through November 1995. Mr.
Intrater has also served as Secretary, Treasurer and a Director of the Company
from its organization. Between September 1985 and May 1993, Mr. Intrater served
as President of ATI and has been a director of the Company and its predecessor
in interest since 1983. Mr. Intrater was also elected President of the Company's
wholly- owned subsidiary, Oryx Instruments and Materials Corporation, following
its organization. Mr. Intrater received his B.S. in Chemical Engineering from
Rutgers University and M.S. in Materials Science from Columbia University.
JAY M. HAFT has served as a director of the Company since February 1995.
He is a strategic consultant of growth stage companies. He specializes in
international corporate finance, mergers and acquisitions, and in the
representation of emerging growth companies. He has actively participated in
strategic planning and fund raising for many of his clients, including high-
tech companies, leading edge medical technology companies and technical product
and marketing companies. He is a Managing General Partner of Venture Capital
Associates, Ltd. and GenAm "1" Venture Fund, a domestic and international
venture capital fund, respectively. Mr. Haft is a Director of numerous public
and private corporations, including the following: Robotic Vision Systems, Inc.
(OTC), Noise Cancellation Technologies, Inc. (OTC), Extech Inc. (OTC),
Healthcare Acquisition Corp. (OTC), CAS Medical Systems (OTC), Viragen, Inc.
(OTC) and PC Service Source, Inc. (OTC). He serves as Chairman of the Board for
Noise Cancellation Technologies, Inc., Extech, Inc., and Healthcare Acquisition
Corp. He is currently of counsel to Parker Duryee Rosoff & Haft, in New York. He
was previously a senior corporate partner of such firm (1989-1995). He is a
graduate of Yale College and Law School.
NITIN T. MEHTA has served as a director of the Company since March 1995.
He is CEO of Mehta & Company, Inc., a merchant banking firm founded in 1988 to
assist companies in developing strategies to create wealth for their
shareholders. He is also CEO and Chairman of Compex Services, Inc. Prior to
founding Mehta & Company, he was a General Partner of an investment firm, Weiss,
Peck and Greer Venture Partners. He was an investor and COO of James
River-Handi-Kup Company. Prior to that he was Senior Vice President with Royal
Viking Line. Several years prior to that, Mr. Mehta was with McKinsey & Company,
an international management consulting firm. He serves on various Boards such as
non-profit organizations including Fort Mason Center Foundation and the San
Francisco Zoo. He holds a BSME summa cum laude from S.D. Tech, an MBA from the
University of Wisconsin and a Doctorate in Business Policy from the Harvard
Business School.
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TED D. MORGAN was recently elected as a director of the Company in April
1996. He is Founder and Managing Partner of Alternative Technologies
International, Santa Rosa, California. Alternative Technologies International is
an international financial advisory firm specializing in services for emerging
growth companies with unique proprietary technologies. Prior to founding that
company, he developed several companies including the Office Club which merged
with Office Depot in 1990.
Of the Company's seven current directors, Dr. Abeles, and Messrs. Mehta,
Schindler, Haft and Morgan are independent directors. J.W. Charles Securities,
Inc. and Corporate Securities Group, Inc., the Representatives of the
Underwriters of the Company's public offering conducted in 1994, have been
provided the right to designate a nominee to the Company's Board of Directors
for a period of five years commencing April 6, 1994, and the Company's officers,
directors and affiliated stockholders had agreed to vote in favor of such
nominee during this period. The Representatives exercised this right in January
1995, nominating Mr. Schindler to be elected as a director, and he was duly
appointed in February 1995. The Company has agreed with Yorkton Securities, the
Placement Agent for the private placement of certain securities offerings
conducted by the Company in 1996, that Yorkton Securities will have the right to
nominate up to two Company directors. Of the current directors, Mr. Ted Morgan
is the only designee and he was appointed in April 1996.
Board Committees and Annual Meetings
- ------------------------------------
During the fiscal year ending February 29, 1996, there were 11 meetings of
the Company's Board of Directors. Each Board member attended 75% or more of the
aggregate of the meetings of the Board of Directors and the meetings of all
Committees of the Board of Directors on which he served.
The Audit Committee was established on March 28, 1995. The members of the
Audit Committee are Nitin T. Mehta and Bruce L. Schindler, neither of whom are
employees of the Company. In view of Mr. Schindler's decision not to stand for
reelection, the Company will appoint another non-employee Director as a member
of the Audit Committee. The functions of the Audit Committee are to define the
scope of the audit, review the auditor's reports and comments, and monitor the
internal auditing procedures of the Company. The Audit Committee met on June 27,
1996.
The Compensation Committee was established on March 28, 1995. The members
of the Compensation Committee are Dr. John H. Abeles, Jay M. Haft,and Nitin T.
Mehta, none of whom is employed by the Company. The Compensation Committee makes
recommendations with respect to compensation of senior officers and granting of
stock options and stock awards. The Compensation Committee met on June 27, 1996.
5
<PAGE>
There is no Nominating Committee of the Board of Directors.
In addition to the directors described above, ANDREW G. WILSON has served
as Chief Financial Officer since November 1993. From October 1992 through
September 1993, Mr. Wilson was Vice President- Finance and Operations and Chief
Financial Officer for Meta Software, Inc., Campbell, California, a computer
software company. From January 1988 through August 1992, Mr. Wilson was Vice
President Finance and Chief Financial Officer for Interlink Computer Services
Inc., Fremont, California, then a privately held company specializing in the
development and sales of networking software. Mr. Wilson received his B.A. in
Economics from the University of Manchester in Great Britain and is a member of
the Institute of Chartered Accountants in both England and Wales.
PROPOSAL 2:
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending February 28, 1997 and has
further directed that management submit the selection of auditors for
ratification by the stockholders at the Annual Meeting. Price Waterhouse LLP was
first appointed independent auditors of the Company in August 1993.
Representatives of Price Waterhouse 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.
Stockholder ratification of the selection of Price Waterhouse 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 Price Waterhouse
LLP to the stockholders for ratification as a matter of good corporate practice.
If the stockholders fail to ratify the selection, the Board will reconsider
whether to retain that firm. Even if the selection is ratified, the Board in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if the Board determines that such a change would be
in the best interests of the Company and its stockholders.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2.
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PROPOSAL 3:
APPROVE AMENDMENT OF THE COMPANY'S 1993 INCENTIVE AND
NON-QUALIFIED STOCK OPTION PLAN INCREASING
THE NUMBER OF SHARES AUTHORIZED TO BE ISSUED
UNDER THE PLAN TO 1,625,000 FROM 1,125,000 SHARES
In March 1993, in order to attract and retain personnel who possess a high
degree of competence, experience and motivation, the Company's Board of
Directors adopted and the stockholders of the Company approved the Company's
1993 Incentive and Nonqualified Stock Option Plan, as amended (the "Stock Option
Plan"). At present, the Stock Option Plan, as approved by the Board of Directors
of the Company, authorizes the Company to grant both incentive and nonqualified
stock options to purchase 1,625,000 shares of the Company's Common Stock. The
stockholders of the Company have previously approved amendments to the Stock
Option Plan to increase the number of shares authorized to be issued under the
Stock Option Plan to 1,125,000. On June 27, 1996, the Board of Directors
approved an increase to 1,625,000 shares under the Stock Option Plan, and the
Company is seeking ratification and authorization from the stockholders for such
increase. The Company has at the present time 1,263,100 options outstanding or
exercised under the Stock Option Plan. Accordingly, in order to continue to
offer incentive compensation in the form of stock ownership in the Company and
for the Company to be able to continue to issue stock options and other forms of
stock-based incentive compensation under the Stock Option Plan, the Compensation
Committee and the Board have deemed it advisable to amend the Stock Option Plan
to increase the number of shares authorized to be issued under the Stock Option
Plan to 1,625,000 from 1,125,000 shares. In the opinion of the Compensation
Committee and the Board, the authorization to issue additional shares would
provide the necessary flexibility to motivate and reward the employees of the
Company in a manner that would improve the Company's financial performance. The
affirmative vote of the holders of a majority of the shares of the Company's
Common and Series A Preferred Stock voting at the Annual Meeting is necessary to
approve the amendment to the Stock Option Plan.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 3.
Description of Incentive and Nonqualified Stock Option Plan
- -----------------------------------------------------------
On March 3, 1993, the Company adopted its Incentive and Nonqualified Stock
Option Plan under which, as subsequently amended and approved by the
stockholders, 1,125,000 shares of Common Stock have been reserved for issuance
to officers, directors, employees and consultants of the Company upon exercise
of options designated as "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986 or upon exercise of nonstatutory
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<PAGE>
options. The primary purpose of the Stock Option Plan is to attract and retain
capable executives, employees, directors, advisory board members and other
consultants by offering such individuals a greater personal interest in the
Company's business by encouraging stock ownership. The Stock Option Plan is
administered by the Compensation Committee consisting of outside members of the
Board of Directors which will determine, among other things, the persons to be
granted options, the number of shares subject to each option and the option
price. The Stock Option Plan terminates on March 3, 2003.
The exercise price of any incentive stock option granted under the Stock
Option Plan to an eligible employee must be equal to the fair market value of
the shares on the date of grant, and with respect to persons owning more than
10% of the outstanding Common Stock, the exercise price may not be less than
110% of the fair market value of the shares underlying such option on the date
of grant. The Compensation Committee will determine the term of each option and
the manner in which it may be exercised provided that no incentive stock option
may be exercisable more than ten years after the date of grant, except for
optionees who own more than 10% of the Company's Common Stock, in which case the
option may not be for more than five years. Further, no director of the Company
or other person who is not an employee of the Company will be eligible to
receive incentive stock options. From the date of grant until three months prior
to the exercise, the optionee must be an employee of the Company in order to
exercise any options, except in the case of disability or death of the employee.
Options are not transferable except upon the death of the optionee. In the event
of disability, options must be exercised within twelve months of termination of
employment as determined by the Compensation Committee. Nonqualified options
will have similar terms except the exercise price therefor may not be less than
85% of the fair market value of the shares underlying such options, and the term
of such nonqualified options may not extend beyond ten years and one week. The
Compensation Committee has the power to impose additional limitations,
conditions and restrictions in connection with the grant of any option.
The Company has issued options to purchase an aggregate of 721,088 shares
of Common Stock of the Company pursuant to the Plan to the following officers
and key employees of the Company (as well as other employees of the Company) at
the weighted average exercise prices described below:
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<PAGE>
Weighted
Average
Number Exercise
Name of Shares Price
---- --------- -----
Arvind R. Patel 241,569 $1.807
Andrew Wilson 110,719 $1.959
Andrew Intrater 95,625 $1.923
Karen P. Shrier 84,000 $1.072
Ronald N. Spaight 34,656 $1.389
Bernard Hall 60,269 $1.695
James Intrater 52,250 $1.931
Robert Jaynes 30,000 $2.000
Thomas Landgraf 12,000 $1.375
Under the terms of the grant, the options will vest in various increments over
various periods following the date of grant, except with respect to Messrs.
Patel, Wilson, A. Intrater, Ms. Shrier and Messrs. Spaight, Hall, J. Intrater,
Jaynes and Landgraf, as to whom options to purchase 64,888, 24,469, 24,375,
11,400, 2,500, 12,269, 12,500, 75,000 and 3,000, respectively, vested at the
date of grant. In addition, in the event of an optionee's disability, all
options granted will immediately vest, and in the event of an optionee's death,
all options will similarly vest but expire one year thereafter. In the event the
optionee voluntarily terminates his or her employment or should such employment
be terminated by the Company, options that are vested through the date of
termination may be exercised for a period of three months following the date of
termination.
Additional Grants of Options
- ----------------------------
In addition to the options issued pursuant to the Stock Option Plan, on
August 1, 1993, the Company issued nonqualified options to Mr. William Wittmeyer
to purchase 6,375 shares of Common Stock of the Company at an exercise price of
$1.07 per share for services rendered in connection with the acquisition by the
Company of IMCS. The options were immediately vested and expire five years
following the date of vesting. On July 15, 1993, the Company issued nonqualified
options to Mr. Arthur Barufka to purchase 15,000 shares of the Common Stock of
the Company at an exercise price of $1.07 per share for financial advisory
services unrelated to the initial public offering. The options were immediately
vested and expire three years following the date of grant.
On May 10, 1994, the Company issued nonqualified options to Materials
Modification, Inc. and Ms. Renee Ford, consultants to the Company, to purchase
3,000 shares and 9,000 shares of Common Stock of the Company, respectively, at
an exercise price of $1.07 per share. The options were immediately vested and
expire ten years following the date of vesting.
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Subsidiary Stock Plans
- ----------------------
In November 1995, the Company's newly formed, wholly-owned subsidiaries,
Oryx Power Products Corporation, Oryx Instruments and Materials Corporation and
SurgX Corporation (collectively the "Subsidiaries"), each adopted stock option
plans under which the Board of Directors of each of the subsidiaries granted
options to management to purchase Class B common shares in the subsidiaries
equal to at least their fair market values as determined by each Board of
Directors. Class B common shares authorized for issuance in each of the
Subsidiaries are identical to the 10,000,000 shares of Class A common shares
owned by the Company, except the Class A common shares possess a liquidation
preference. The Board of Directors authorized 1,500,000 million shares of Class
B common shares for each of the three Subsidiaries to be available for issuance
under these stock plans. Such options are not transferable except in the event
of a public offering of the Subsidiaries' stock, and may be repurchased by the
Company at its option. Grants under each of the plans are for amounts, vesting
periods and option terms established by each subsidiary's Board of Directors.
Subsidiary stock options granted, and which vest ratably over a five year
period, are as follows:
Oryx Instrument and Materials Corporation 920,000
Oryx Power Products Corporation 992,000
SurgX Corporation 280,000
The sole officer and/or director of the Company to receive options
pursuant to the Subsidiary stock option plans was Andrew Intrater, Secretary,
Treasurer and a director of the Company, who received options to purchase
340,000 shares of Oryx Instruments and Materials Corporation exercisable at $.45
per share.
PROPOSAL 4:
APPROVAL OF THE COMPANY'S 1996
DIRECTORS' STOCK OPTION PLAN
The Board of Directors of the Company and the Compensation Committee
propose the establishment of a 1996 Directors Stock Option Plan (the "1996
Directors Plan") providing for formula-based non-qualified stock option grants
to the Company's non-employee directors ("Outside Directors") in order to
attract and retain Outside Directors who possess a high degree of competence,
experience, leadership and motivation. A total of 120,000 shares of Common Stock
will be reserved for issuance pursuant to the 1996 Directors Plan.
At the Company's 1995 Annual Stockholders' Meeting, the Company's
stockholders approved the establishment of the 1995 Directors Non-Qualified
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Stock Option Plan (the "1995 Directors Plan") providing for grants to the
Company's non-employee Outside Directors. Under previously enacted Rule 16b-3
("Rule 16b-3") promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), option grants to officers and directors were not subject
to the short-swing profit prohibitions set forth in Section 16(b) of the
Exchange Act if the option plan was administered by the Board of Directors, if
each member was "disinterested", or a committee of the Board, each member of
which was "disinterested", i.e., a director who is not, during the one year
period prior to service as an administrator of a plan, or during such service,
was granted or awarded equity securities pursuant to the plan. Because the
Company's 1993 Incentive and Non-Qualified Stock Option Plan does not provide
for formula-based stock option grants, under then existing Rule 16(b), any
option grants made thereunder to the Company's Outside Directors who also serve
on the Compensation Committee, namely Dr. Abeles and Messrs. Haft and Mehta,
would disqualify future and contemporaneous grants under the current program
from the exemption provided in Rule 16b- 3. Accordingly, in order to reward the
Outside Directors, attract additional Outside Directors, and align the Outside
Directors' interests with those of the Company's stockholders, the Board of
Directors and the Compensation Committee deemed it advisable to adopt the 1995
Directors Plan under which non-qualified stock options to purchase 225,000
shares of the Company's Common Stock could be granted to the Company's Outside
Directors.
A total of 225,000 shares of Common Stock were reserved for issuance and
granted to the Company's Outside Directors upon exercise of non-qualified
options. The 1995 Director's Plan is administered by the Compensation Committee
of the Company's Board of Directors, which will at all times consist solely of
Outside Directors. Under the 1995 Directors Plan, current Outside Directors,
namely Dr. Abeles and Messrs. Haft, Mehta and Schindler, received options to
purchase 45,000 shares of the Company's Common Stock exercisable at $1.81 per
share, effective as of February 6, 1995. Mr. Ted D. Morgan, who was appointed to
the Board of Directors on April 1, 1996, also received options to purchase
45,000 shares of the Company's Common Stock exercisable at $1.313 per share,
effective as of April 1, 1996.
Inasmuch as all of the options reserved for issuance under the 1995
Directors Plan have been granted, the Company and the Compensation Committee
deemed it advisable to establish the 1996 Directors Plan for the same purpose.
If approved, the 1996 Directors Plan will be administered by the Compensation
Committee of the Company's Board of Directors, which will at all times consist
solely of Outside Directors. Under the 1996 Directors Plan, Dr. Abeles and
Messrs. Haft, Mehta and Schindler, received, subject to ratification by the
stockholders, options to purchase 30,000 shares of the Company's Common Stock
exercisable at $1.97 per share, effective as of April 1, 1996.
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All options granted under both the 1995 and 1996 Directors Plans will vest
in three equal annual installments commencing with the date of grant, provided
that the Outside Director continues to serve on the Company's Board of
Directors. The exercise price of the options granted under such plans will be
equal to the fair market value of the Company's Common Stock on the date of
grant. The options are not transferable except upon the death of the optionee.
In the event of an optionee's disability, all options granted will immediately
vest, and in the event of an optionee's death, all options will similarly vest
but expire one year thereafter. In the event the optionee voluntarily resigns
from the Board of Directors or declines to stand for reelection, options that
are vested through the date of such resignation or declination may be exercised
for a period of three months thereafter. Of his remaining options to purchase
30,000 shares of Common Stock, Mr. Schindler will have the right to exercise
options to purchase solely 10,000 shares on or prior to November 9, 1996. Both
the 1995 and 1996 Directors Plans provide that they may not be amended more than
once every six months, other than to comport with changes in the Internal
Revenue Code of 1986, as amended, the Employee Retirement Income Security Act,
or the rules thereunder. The Compensation Committee has the power to impose
additional limitations, conditions and restrictions in connection with the grant
of any option.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 4.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock as of May 31, 1996 (i) by each person
who is known to the Company to be the owner of more than five percent (5%) of
the Company's Common Stock, (ii) by each of the Company's Directors, (iii) by
each of the Company's executive officers, and (iv) by all Directors and
executive officers of the Company as a group. As of May 31, 1996, there were
issued and outstanding 10,020,668 shares of Common Stock of the Company.
Number of
Shares of
Common Stock Percent of
Name and Address Beneficially Beneficial
or Identity of Group Owned Ownership
- -------------------- ------------ ---------
Arvind Patel (1) 255,414 2.5%
47341 Bayside Parkway
Fremont, CA 94538
12
<PAGE>
Andrew Intrater (2) 204,526 2.0%
47341 Bayside Parkway
Fremont, CA 94538
Andrew Wilson (3) 47,219 0.5%
47341 Bayside Parkway
Fremont, CA 94538
John Abeles (4) 529,183 5.3%
2365 Northwest 41st Street
Boca Raton, FL 33431
Jay M. Haft(5) 144,600 1.4%
2 Grove Isle Dr, #1208B
Coconut Grove, FL 33122
Nitin T. Mehta (6) 730,352 7.3%
58 Greenoaks Drive
Atherton, CA 94027
Ted D. Morgan (7) 16,000 0.2%
5213 El Mecado Parkway
Santa Rosa, CA 95403(7)
Bruce L. Schindler (8) 129,167 1.3%
2255 Glades Road, #324A
Boca Raton, FL 33431
Windstar Investments N.V. 666,667 6.7%
200 East Broward Blvd.,
Suite 1900
Fort Lauderdale, FL 33302
Equitable Life Assurance 1,000,000 10.0%
Society
City Place House
55 Basinghall Street
London EC2V 5DR
Valeo Limited 872,000 8.7%
4th Floor, Celtic House
Victoria Street
Douglas, Isle of Man
IM99 1QZ British Isles
Clarion Finanz AG 690,000 6.9%
Muhlebachstrasse 42
8024 Zurich
Switzerland
13
<PAGE>
All Officers and Directors
as a Group (8 persons) (9) 2,056,461 20.5%
- -----------------
(1) Includes 95,460 shares subject to stock options and 35,000 shares held as
a custodian for Mr. Patel's minor children. Also includes 16,096 shares of
Common Stock issuable upon conversion of the 1996 Bridge Warrant (assuming
$20,166 of principal and interest due under 1996 Bridge Note).
(2) Includes 30,938 shares subject to stock options.
(3) Includes 37,219 shares subject to stock options.
(4) Includes 323,008 shares of Common Stock held by Northlea Partners Ltd., a
consultant to the Company, of which Dr. Abeles is the General Partner, and
35,000 shares issuable upon conversion of the Company's Series A Preferred
Stock also held by Northlea Partners. Also includes 9,375 shares of Common
Stock issuable upon exercise of certain Bridge Warrants. Includes 25,000
shares of Common Stock issuable upon conversion of Warrants, held by
Northlea Partners. Also includes 40,000 shares subject to other stock
options (including 10,000 shares subject to stockholder approval). Also
includes 96,789 shares of Common Stock issuable upon conversion of the
1996 Bridge Warrant (assuming $121,000 of principal and interest due under
1996 Bridge Note).
(5) Includes 15,000 shares of Common Stock issuable upon conversion of
warrants. Also includes 40,000 shares subject to stock options (including
10,000 shares subject to stockholder approval).
(6) Includes 213,333 shares of Common Stock held for the benefit of Mr. Mehta
in a retirement account set up by Mehta & Co., Inc. Includes 30,000 shares
subject to stock options (including 10,000 shares subject to stockholder
approval). Also includes 117,019 shares of Common Stock issuable upon
conversion of the 1996 Bridge Warrant (assuming $146,208 of principal and
interest due under 1996 Bridge Note).
(7) Includes 15,000 shares subject to stock options.
(8) Includes 66,667 shares of Common Stock owned by Mr. Schindler's wife,
Judith A. Schindler. Also includes 13,124 shares issuable upon conversion
of the Company's Series A Preferred Stock which are also held in trusts
set up for his three children, for which Mr. and Mrs. Schindler are named
as trustees. Also includes 9,375 shares of Common Stock issuable upon
14
<PAGE>
exercise of certain Bridge Warrants issued to Mrs. Schindler. Mr.
Schindler disclaims any beneficial rights to all of the above shares and
rights. Also includes 30,000 shares subject to stock options (including
10,000 shares subject to stockholder approval). Mr. Schindler has elected
not to stand for reelection as a director of the Company.
(9) Includes an aggregate of 600,395 shares issuable upon exercise of warrants
and stock options and conversion of Preferred Stock, included pursuant to
notes (1)-(8).
Beneficial Ownership Reporting Compliance
- -----------------------------------------
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities, to file with the Commission
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 (10%) stockholders are required by Commission 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 February 29, 1996, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent (10%) beneficial owners were completed except that Dr.
John Abeles did not file one report (covering two transactions), Mr. Jay M. Haft
did not file one report (one transaction), Mr. Nitin T. Mehta did not file one
report (one transaction) and Mr. Bruce L. Schindler (not standing for
reelection) did not file two reports (covering five transactions) in a timely
manner.
CERTAIN TRANSACTIONS
The Company was incorporated in Delaware on July 26, 1993, and on
September 29, 1993 executed a Plan and Agreement of Merger with Advanced
Technology, Inc., a New Jersey corporation and the Company's parent corporation
and predecessor. ATI was organized on April 2, 1976 under the laws of the State
of New Jersey. In connection with this merger, the Company exchanged with the
stockholders of ATI an equal number of shares for the outstanding shares of
capital stock of ATI outstanding at the time of the merger. The nominal number
of shares of the Company outstanding at the time of the merger were cancelled as
part of the Plan and Agreement of Merger. In addition, the Company exchanged
45,000 shares of its Series A Preferred Stock for the 45,000 shares of Series A
Preferred Stock that were outstanding of the predecessor corporation and which
had the same designations and preferences that had been established for the
Series A Preferred Stock of the predecessor corporation.
15
<PAGE>
In May 1993, the Company entered into a Consulting Agreement with Mr.
Bruce L. Schindler providing for him to serve as a management consultant to the
Company until April 6, 1997, and also providing for a monthly consulting fee of
$2,083.33. The Company believes that the Consulting Agreement entered into with
Mr. Schindler was fairly priced relative to services that were available from
other unaffiliated third parties in view of Mr.
Schindler's background and experience.
In May 1993, ATI issued an aggregate of $375,000 principal amount of its
secured promissory notes at an interest rate equal to the published prime rate
of THE WALL STREET JOURNAL, but not to exceed 9% per annum, and 45,000 shares of
its Series A $25 2% Convertible Cumulative Preferred Stock convertible into
525,000 shares of Common Stock of the Company. The notes were retired from the
proceeds of the Company's public offering completed in April 1994. Northlea
Partners, of which Dr. John Abeles is the General Partner, acquired $25,000
principal amount of such promissory notes and 3,000 shares of Series A Preferred
Stock, and members of the family of Mr. Bruce L. Schindler acquired $9,375
principal amount of such promissory notes and 1,125 shares of Series A Preferred
Stock.
On March 21, 1994, the Company issued $150,000 principal amount of its
short-term promissory notes with interest at a rate equal to 9% per annum. The
Company also issued its Bridge Warrants to purchase an aggregate of 37,500
shares of Common Stock at an exercise price equal to 65% of the offering price
per share (attributing no value to the Warrants). The notes were repaid on April
6, 1994 from the proceeds of the Company's public offering of its securities.
Mrs. Judith A. Schindler, the wife of Mr. Bruce L. Schindler, a current Director
of the Company, acquired $75,000 principal amount of such short-term promissory
notes and received Bridge Warrants to purchase 18,750 shares of Common Stock. In
March, 1995, Mrs. Schindler transferred Bridge Warrants to purchase 9,375 shares
of Common Stock to Dr. Abeles, Chairman of the Board and a Director of the
Company.
On May 10, 1994, the Company issued options to purchase 3,000 shares of
Common Stock of the Company to Materials Modification, Inc. at an exercise price
of $1.07 per share, as well as 2,679 shares of Common Stock of the Company in
lieu of cash in consideration for consulting services related to research and
development contracts. Also on such date, the Company issued options to purchase
9,000 shares of Common Stock of the Company to Ms. Renee Ford at an exercise
price of $1.07 per share, as well as 536 shares of Common Stock of the Company
in lieu of cash, in consideration for consulting services related to research
and development contracts.
16
<PAGE>
In November 1994, the Company completed a warrant issuance which resulted
in the issuance of warrants to purchase approximately 379,000 shares of Common
Stock at a price of $2.00 per share producing proceeds to the Company of
approximately $280,000 or approximately $.74 per share. Northlea Partners, Ltd.,
a partnership whose General Partner is Dr. John H. Abeles, the Chairman of the
Board of the Company, acquired warrants with the right to purchase 25,000 shares
of Common Stock for $18,750. Mr. Jay M. Haft, a Director of the Company acquired
warrants with the right to purchase 15,000 shares of Common Stock for $11,250.
In May 1995, the Company completed a private placement consisting of
2,536,290 shares of Common Stock pursuant to which the Company received proceeds
of approximately $1,900,000. Northlea Partners, Ltd., acquired for a
consideration of $150,000, 200,000 shares of this private placement. Mr. Nitin
T. Mehta, a Director of the Company, acquired for himself and through his
retirement account set up by Mehta & Co., Inc., 573,334 shares of Common Stock
for a consideration of $430,000 principal amount. Mrs. Judith A. Schindler, wife
of Bruce L. Schindler, a current Director of the Company, acquired for a
consideration of $50,000, 66,667 common shares of this private placement. Jay M.
Haft, a Director of the Company, acquired 89,600 shares of Common Stock for
$67,200 consideration. Andrew Wilson, the Company's Chief Financial Officer,
acquired 10,000 shares for $7,500 consideration. Arvind Patel, the Company's
Chief Executive Officer and a Director, acquired for himself and his two
children a total of 40,000 shares for a consideration of $30,000.
In February 1996, the Company issued warrants to purchase 332,551 shares
of Common Stock at a per share price of $1.25 in connection with a bridge loan
made to the Company which was subsequently repaid. Northlea Partners, Ltd.
received warrants to purchase 96,789 shares of Common Stock relating to this
bridge loan. Mr. Nitin Mehta received warrants to purchase 117,049 shares of
Common Stock relating to this bridge loan. Arvind Patel received warrants to
purchase 16,096 shares of Common Stock relating to this bridge loan.
17
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Name and
Principal Fiscal Other Annual
Position Year Salary Bonus Compensation*
- -------- ---- ------ ----- -------------
Arvind Patel, 1996 $140,996 $ -- $3,600
CEO 1995 $128,397 $ -- $ --
1994 $ 97,821 $ -- $ --
Andrew Intrater 1996 $103,063 $ -- $8,578*
President, Trea- 1995 $ 93,583 $ -- $8,578*
surer and Secretary 1994 $ 82,538 $ -- $8,578*
Andrew Wilson 1996 $108,064 $ -- $ --
1995 $ 97,563 $ -- $ --
1994 $ 25,307 $ -- $ --
Kailash Joshi 1995 $133,211 $ -- $ --
President 1994 $ 64,744 $ -- $ --
- ----------------
* Other compensation in relation to Mr. Intrater consists of premiums paid
on behalf of Mr. Intrater for term life insurance in the face amount of
$1,000,000 which is payable to Mr. Intrater's beneficiary upon his death, less
the amount of the premiums theretofore paid on his behalf which are remitted to
the Company. The table does not include other amounts for personal benefits
received by employees in general. The Company also acquired key man insurance on
the life of Mr. Patel of which it is the beneficiary. The Company believes that
the incremental costs of such benefits to each of the identified executive
officers did not exceed the lesser of $50,000 or 10% of the total annual salary
and bonus of such executive officers.
The following table sets forth as to the Chief Executive Officer and each
of the executive officers named under the Summary Compensation Table, certain
information with respect to grants of options to purchase shares of Common Stock
of the Company as of and for the year ended February 29, 1996.
18
<PAGE>
Option/SAR Grants
Year Ended February 29, 1996
Number of % of Total
Securities Options/
Underlying SARs Exercise
Option/SARs Granted to or Base Expira-
Granted Employees Price tion
Number (#) in 1996 ($ per Share) Date
---------- ------- ------------- ----
Arvind Patel -0- $ - $ - -
Andrew Intrater -0- $ - $ - -
Kailash Joshi -0- $ - $ - -
- --------------------------
Employment Agreements
- ---------------------
The Company has entered into an employment agreement dated as of April 15,
1993 with Mr. Arvind Patel, terminable immediately by either party, providing
for annual compensation of $137,000 during the term of the agreement. In the
event Mr. Patel dies, becomes disabled or is terminated without cause by the
Company, he or his estate will receive his annual compensation for six months.
Mr. Patel has also entered into a non-competition agreement with the Company
which precludes his engagement in competitive activities during the term of his
employment, precludes him from soliciting customers and employees of the Company
for a period of twelve months following termination of his employment, and also
requires Mr. Patel to maintain the confidentiality of information and
proprietary data relating to the Company and its activities.
The Company has also entered into an employment agreement dated as of May
3, 1993 with Mr. Andrew Intrater, terminable immediately by either party,
providing for annual compensation of $100,000 during the term of the agreement.
In the event Mr. Intrater is terminated without cause by the Company, he will
receive his annual compensation for a period of six months. Mr. Intrater has
also entered into a non-competition agreement with the Company which precludes
his engagement in competitive activities during the term of his employment,
precludes him from soliciting customers and employees of the Company for a
period of twelve months following termination of his employment, and also
requires Mr. Intrater to maintain the confidentiality of information and
proprietary data relating to the Company and its activities.
The Company plans to establish during its 1997 fiscal year a bonus
incentive program for its executive management personnel pursuant to which
executives will have the opportunity to earn as a bonus up to 30% of their base
salary based on a combination of individual performance and profitability of the
Company or product line. The program will be administered by an independent
compensation committee of the Board of Directors, consisting of Messrs. Abeles
and Mehta.
19
<PAGE>
Dr. John H. Abeles, the Company's Chairman of the Board and a director of
the Company since October 1991, received a bonus of $1,600 which was awarded to
him by the Board of Directors in October 1993 for general services provided to
the Company as an unpaid director and his agreement to serve as Chairman of the
Board.
The Company currently offers basic health and major medical insurance to
its employees. The Company has adopted a non-contributory 401(k) Plan for its
employees who wish to participate on a voluntary basis, but no retirement,
pension or similar program has been adopted by the Company.
Remuneration of Non-Employee Directors
- --------------------------------------
Each member of the Board of Directors who is not an employee of the
Company is compensated for his services as a Director as follows: $750.00 for
each Board Meeting attended in person, and $250.00 for each Board Meeting
attended by telephone.
OTHER MATTERS
Expenses of Solicitation
- ------------------------
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, and the entire cost of such solicitation will be borne
by the Company. In addition to the use of the mails, proxies may be solicited by
directors, officers and employees of the Company, by personal interview,
telephone and telegraph. Arrangements will be made with brokerage houses and
other custodians, nominees and fiduciaries for the forwarding of solicitation
material and annual reports to the beneficial owners of stock held of record by
such persons, and the Company will reimburse them for reasonable out-of-pocket
and clerical expenses incurred by them in connection therewith.
Financial and Other Information
- -------------------------------
All financial information is incorporated by reference to the information
contained in the Financial Statements included in the Company's Annual Report to
security holders. COPIES OF THE COMPANY'S COMPLETE ANNUAL REPORT ON FORM 10-KSB
ARE AVAILABLE UPON REQUEST WITHOUT CHARGE MADE TO THE COMPANY'S CORPORATE
OFFICES.
Stockholder Proposals
- ---------------------
Proposals of stockholders that are intended to be presented at the
Company's 1997 Annual Meeting of Stockholders must be received by the Company no
later than April 15, 1997, in order to be included in the proxy statement and
proxy relating to that Annual Meeting.
20
<PAGE>
Discretionary Authority
The Annual Meeting is called for the specific purposes set forth in the
Notice of Annual Meeting as discussed above, and also for the purpose of
transacting such other business as may properly come before the Annual Meeting.
At the date of this Proxy Statement the only matters which management intends to
present, or is informed or expects that others will present for action at the
Annual Meeting, are those matters specifically referred to in such Notice. As to
any matters which may come before the Annual Meeting other than those specified
above, the proxy holder will be entitled to exercise discretionary authority.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Andrew Intrater
-------------------------------------
Andrew Intrater
Secretary
Dated: August 21, 1996
Fremont, California
21
<PAGE>
ORYX TECHNOLOGY CORP.
47341 Bayside Parkway,
Freemont, CA 94538
PROXY
The undersigned hereby constitutes and appoints Arvind Patel as Proxy, with the
power to appoint his substitute, and hereby authorizes him to represent and to
vote as designated below, all shares of common stock of the Company held of
record by the undersigned on August 9, 1996, at the Annual Meeting of
Stockholders to be held on September 20, 1996, or any adjournment thereof.
1. Election of Directors
FOR all nominees listed below WITHHOLD AUTHORITY to vote
(except as marked to the for all such nominees listed
contrary) below
--- ---
--- ---
John H. Abeles
Andrew Intrater
Jay M. Haft
Nitin T. Mehta
Ted D. Morgan
Arvind Patel
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE PLEASE
DRAW A LINE THROUGH THAT NOMINEE'S NAME)
2. To ratify the appointment of Price Waterhouse LLP as auditors of the
Company's financial statements for the fiscal year ending February 28,
1997;
--- --- ---
--- FOR --- AGAINST --- ABSTAIN
3. To approve an increase in the number of shares which may be granted under
the Company's 1993 Incentive and Nonqualified Stock Option Plan;
--- --- ---
--- FOR --- AGAINST --- ABSTAIN
4. To approve the Company's 1996 Directors' Stock Option Plan.
--- --- ---
--- FOR --- AGAINST --- ABSTAIN
5. In his discretion, the Proxy is authorized to vote upon such other business
as may properly come before the meeting or any adjournment thereof.
<PAGE>
This Proxy is solicited on behalf of the Board of Directors of ORYX TECHNOLOGY
CORP. This Proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this Proxy will
be voted FOR the nominees listed in Proposal 1 and FOR Proposals 2, 3, and 4.
The undersigned stockholder hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement and hereby revokes any proxy or proxies heretofore
given. This proxy may be revoked at any time prior to the Annual Meeting. If you
received more than one proxy card, please date, sign and return all cards in the
accompanying envelope.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in the corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
----------------------------------
Signature
----------------------------------
Signature If Held Jointly
----------------------------------
(Please Print Name)
----------------------------------
Number of Shares Subject to Proxy
Dated: , 1996
-----------------------
