<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Paradigm Medical Industries, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
PARADIGM MEDICAL INDUSTRIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 26, 1999
------------------
To our Shareholders:
You are cordially invited to attend the Annual Meeting of
Shareholders (the "Annual Meeting") of Paradigm Medical Industries, Inc. (the
"Company") to be held on Monday, July 26, 1999, beginning at 10:00 a.m.
local time (MDT) in the Double Tree Hotel, 255 South West Temple, Salt Lake
City, Utah. At the Annual Meeting, shareholders will act on the following
matters:
1. To elect seven directors to serve until the next annual
meeting of the shareholders and until their respective
successors are elected and qualified.
2. To approve the granting of a stock option to purchase 75,000
shares of Common Stock as an initial exercise price of $4.00
per share to each of the two outside directors of the Company.
3. To ratify the appointment of Tanner & Company as the Company's
independent accountants for the fiscal year ending December 31,
1999.
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice. Also included is a single-page
Proxy/Voting Instruction Form and a postage prepaid return envelope. Only
shareholders of record at the close of business on June 9, 1999 are entitled
to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
It is important that your shares be represented at the Annual
Meeting. Whether or not you plan to attend, we hope that you will complete
and return your Proxy/Voting Instruction Form in the postage prepaid envelope
as promptly as possible.
By order of the Board of Directors
/s/ Thomas F. Motter
Thomas F. Motter
Chairman of the Board
President and Chief Executive Officer
PARADIGM MEDICAL INDUSTRIES, INC.
June 11, 1999
Salt Lake City, Utah
<PAGE>
PARADIGM MEDICAL INDUSTRIES, INC.
1127 West 2320 South, Suite A
Salt Lake City, Utah 84119
----------
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed Proxy is solicited on behalf of the Board of Directors of
Paradigm Medical Industries, Inc., a Delaware corporation (the "Company") for
use at the Annual Meeting of Shareholders (the "Annual Meeting") to be held on
Thursday, July 26, 1999, beginning at 10:00 a.m., local time (MDT), or at any
adjournment(s) thereof. The purposes of the meeting are set forth herein and in
the accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting
will be held at the DoubleTree Hotel, 255 South West Temple, Salt Lake City,
Utah. This Proxy Statement and accompanying materials are being mailed on or
about June 17, 1999. The Company will bear the cost of this solicitation.
RECORD DATE
Shareholders of record of the Company's Common Stock at the close of
business on June 9, 1999 are entitled to notice of and to vote at the meeting.
At the record date, 6,095,453 shares of the Company's Common Stock, $.001 par
value, 8,077 shares of the Series A Preferred Stock, 31,236 shares of Series B
Preferred Stock, 500 shares of Series C Convertible Preferred Stock, and 985,000
shares of Series D Convertible Preferred Stock were issued and outstanding.
Shareholders of Series A Series B, Series C and Series D Preferred Stock are not
entitled to vote at the Annual Meeting. Shareholders holding at least one-third
of the outstanding shares of Common Stock represented in person or by proxy,
shall constitute a quorum for the transaction of business at the Annual Meeting.
REVOCABILITY OF PROXIES
Shareholders may revoke any appointment of proxy given pursuant to this
solicitation by delivering the Company a written notice of revocation or a duly
executed proxy bearing a later date or by attending the meeting and voting in
person. An appointment of proxy is revoked upon the death or incapacity of the
shareholder if the Secretary or other officer of the Company authorized to
tabulate votes receives notice of such death or incapacity before the proxy
exercises its authority under the appointment.
VOTING AND SOLICITATION
Each shareholder will be entitled to one vote for each share of Common
Stock held at the record date. Assuming a quorum is present, a plurality of
votes cast by the shares entitled to vote in the election of directors will be
required to elect each director. Because the shares of Series A, Series B,
Series C and Series D Preferred Stock are non-voting securities, the holders
thereof will not be entitled to vote at the Annual Meeting. To approve the
granting of the stock options to the two outside directors of the Company,
holders of a majority of the shares entitled to vote at the Annual Meeting must
vote in favor of the stock options. The principal executive offices of the
Company are located
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at 1127 West 2320 South, Suite A, Salt Lake City, Utah. In addition to the
use of the mails, proxies may be solicited personally, by telephone, or by
facsimile, and the Company may reimburse brokerage firms and other persons
holding shares in the Company in their names or those of their nominees for
their reasonable expenses in forwarding soliciting materials to the
beneficial owners.
ELECTION OF DIRECTORS
PROPOSAL 1
NOMINEES
The Company's Bylaws do not limit the number of persons serving on the
Company's Board of Directors, and it is contemplated that a board of seven
directors will be elected at the Annual Meeting. The Board of Directors
recommends that the shareholders vote "FOR" the election of the seven director
nominees listed below. Assuming a quorum is present, a plurality of votes cast
by the shares entitled to vote in the election of directors will be required to
elect each director. Unless otherwise instructed, the proxy holders will vote
the proxies received by them for management's seven nominees named below, six of
whom are presently directors of the Company.
In the event that any management nominee is unable or declines to serve
as a director at the time of the Annual Meeting, the proxies will be voted for
any nominee who shall be designated by the present Board of Directors to fill
the vacancy. In the event that additional persons are nominated as directors,
the proxy holders intend to vote all proxies received by them in such a manner
as will ensure the election of as many of the nominees listed below as possible.
It is not expected that any nominee will be unable or will decline to serve as a
director. The term of office of each person elected as a director will continue
until the next annual meeting of shareholders and until such person's successor
has been elected and qualified. Officers are appointed by the Board of Directors
and serve at the discretion of the board.
The name and certain information regarding each nominee as set forth
below. See also "Certain Relationships and Related Transactions."
<TABLE>
<CAPTION>
Director of
Name Age Office Since Position with the Company
---- --- ------------ --------------------------
<S> <C> <C> <C>
Thomas F. Motter 51 April 1993 Chairman of the Board, President and
Chief Executive Officer
Michael W. Stelzer 51 April 1993 Vice President of Operations, Chief
Operating Officer, Chief Financial
Officer, Treasurer, Secretary and Director
Robert W. Millar 42 April 1993 Vice President of Engineering and
Manufacturing and Director
John W. Hemmer 72 August 1995 Director
Patrick M. Kolenik 47 November 1997 Director
Robert L. Frome 58 September 1998 Director
Steven J. Bayern 51 N/A N/A
</TABLE>
The following biographical information is furnished with respect to each
of the seven nominees:
THOMAS F. MOTTER has served as Chairman of the Board since April 1993.
Since December 12, 1997 and from May 1994 to August 1997, he has served as
President and Chief Executive Officer of the Company. From June 1989 to April
1993, Mr. Motter served as Chief Executive Officer of Paradigm Medical, Inc.,
which merged with the
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Company in May 1994. From September 1990 to April 1992, he was employed by
HGM Medical Laser Systems as general manager of their International Division.
From October 1978 to June 1989, Mr. Motter was employed by SmithKline
Beecham's Humphrey Instruments Division, which developed and manufactured
advanced ophthalmic diagnostic instruments, serving last as National Sales
Manager overseeing all domestic sales in its ophthalmic computer division.
Mr. Motter received a B.A. degree in English from Stephen's College in 1970
and a M.B.A. degree from Pepperdine University in 1975.
MICHAEL W. STELZER has served as Vice President of Operations and Chief
Operating Officer of the Company since December 12, 1997, as its Secretary
since July 30, 1998, and as its Chief Financial Officer and Treasurer since
June 1, 1999. From August 8, 1997 to December 1997, he served as President
and Chief Executive Officer of the Company. Mr. Stelzer joined the Company's
Board of Directors in April 1993. From June 1989 to April 1993, he served as
General Counsel and a director of Paradigm Medical, Inc. which merged with
the Company in May 1994. From January 1995 to August 1997, Mr. Stelzer served
as the Executive Vice President and Chief Financial Officer of Rhino
Marketing, Inc., a sports related holding company, and was President of one
of its subsidiaries. Prior to joining Rhino, from 1993 to 1995, Mr. Stelzer
was President and General Counsel for MarDec, Inc., a golf accessory
marketing company. Mr. Stelzer is a licensed attorney with the state of
California and has practiced law in California since 1980. From March 1972 to
January 1980 he was Controller of Ponderosa Telephone Company. Mr. Stelzer
received a degree in business administration from the University of
California, Davis in 1970 and a Juris Doctorate from Humphrey's College of
Law in 1979.
ROBERT W. MILLAR has served as Vice President of Engineering and
Manufacturing since December 12, 1997 and as a director of the Company since
April 1993. From April 1995 to December 12, 1997, Mr. Millar served as Executive
Vice President of the Company. From January 1991 to April 1993, he was employed
as President of Paradigm Medical, Inc., which merged with the Company in May
1994. From January 1990 to January 1991, Mr. Millar was employed by HGM Medical
Laser Systems as Director of Marketing and Product Management for all ophthalmic
and surgical markets. From October 1988 to December 1989, Mr. Millar was
employed as Group Products Manager for the Consumer Products Division of Esselte
Pendaflex Corporation, a manufacturer and distributor of office supply products.
From July 1986 to February 1988, Mr. Millar was employed by TechnaVision Inc., a
company engaged in the manufacture of ophthalmic diagnostic and other eyecare
equipment. From February 1980 to July 1986, he was employed by Pogue McJunkin &
Associates, a professional industrial design firm. Mr. Millar received a B.S.
degree in industrial design from the College of Design in Detroit, Michigan in
1979.
JOHN W. HEMMER served as Vice President of Finance, Treasurer, Chief
Financial Officer of the Company from November 1995 until his retirement from
the Company on June 1, 1999, and as a director of the Company since November
1995. Since October 1989, Mr. Hemmer has served as a director and consultant for
Sea Pride Industries, Inc. and its subsidiaries in Gulf Breeze, Florida, which
developed the first offshore marine production system licensed and permitted for
use in the Gulf of Mexico. From March 1992 to July 1994, Mr. Hemmer was employed
as the Secretary and Vice President of Finance of Advance Electronics, Inc.,
which is engaged in the retail distribution of health and beauty products. From
November 1991 to December 1994, Mr. Hemmer was Secretary and Treasurer of Agro
Industrial Development, Ltd., which established a Free Trade Zone in Belize for
the production and export of seafood. He was the President and Chief Executive
Officer of John W. Hemmer, Inc., a registered broker/dealer firm from May 1987
to May 1989, which subsequently changed its name to Westfalia Investments Inc.,
but retained his registered representative status until March 1995. Prior
thereto, he was Vice President of Bankers Trust Company in charge of venture
capital and a member of the research and investment management committees. Mr.
Hemmer was Vice President of Corporate Finance at Dempsey, Tegler & Company,
Inc., a Senior Analyst at Lazard Freres & Company and an Investment Officer of
Chase Manhattan Bank. Mr. Hemmer received a B. A. degree in Economics from
Queens College in 1951 and an M.S. degree in Banking and Finance from Columbia
University Graduate School of Business in 1952.
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PATRICK M. KOLENIK has been a director of the Company since November 1997.
Mr. Kolenik has been Special Assistant to the President of International
Heritage, Inc. since 1996 and President of Cyn Del & Co., Inc. ("Cyn Del"), a
management consulting firm, since 1992. He was a co-founder and a director of
Win Capital Corp. ("Win Capital"), an investment banking firm, but resigned as a
director in 1996. As of July 1, 1999, Mr. Kolenik resumed an affiliation with
Win Capital. From 1969 to 1989, Mr. Kolenik held various positions at Sherwood
Securities Corp., a securities firm, including President and Chief Executive
Officer, Executive Vice President of Trading, Executive Vice President of
Corporate Syndication and Vice President of Corporate Finance. He also served as
a director of Sherwood Securities Corp. Mr. Kolenik attended Baruch College
where he majored in finance.
ROBERT L. FROME, ESQ. has been a director of the Company since
September 3, 1998. Mr. Frome has been a Senior Partner at the Olshan Grundman
Frome Rosenzweig & Wolosky LLP law firm in New York for over 20 years. He
serves as a director of HealthCare Services Group, Inc., the nation's largest
provider of housekeeping, linen and laundry services to long term care
facilities, and of NUCO, the nation's largest provider of bulk carbon dioxide
to restaurant, fast food outlets and convenience stores. Mr. Frome is a
trustee of Daytop Village Foundation and The Hospital for Joint Diseases of
NYU Medical Center. He received an LL.B. degree from the Harvard Law School
in 1961 and LL.M. and B.S. degrees from New York University in 1962 and 1958,
respectively.
STEVEN J. BAYERN has been Chairman of Win Capital, an investment
banking firm, since 1994 and Vice President and a co-founder of Cyn-Del, a
management consulting firm, since 1992. From 1991 to 1992, Mr. Bayern was
Vice President and General Securities Principal of Aegis Capital Corp., a
securities brokerage firm. From 1984 to 1990, he was Chairman and President
of S.J. Bayern & Co., an investment banking firm. Mr. Bayern received a
B.B.A. degree in 1971 from Barnard Baruch College where he majored in
finance, and an M.B.A. degree in 1973 also from Barnard Baruch College.
BOARD MEETINGS AND COMMITTEES BOARD MEETINGS AND COMMITTEES
The Board of Directors held a total of five meetings during the fiscal
year ended December 31, 1998. The Audit Committee of the Board of Directors
consists of directors Michael W. Stelzer, Patrick M. Kolenik and Robert L.
Frome. The Audit Committee is primarily responsible for reviewing the services
performed by the Company's independent public accountants and internal audit
department and evaluating the Company's accounting practices and procedures and
its system of internal accounting controls. The Compensation Committee of the
Board of Directors consists of directors Robert M. Millar, Michael W. Stelzer
and Patrick M. Kolenik. The Compensation Committee is primarily responsible for
reviewing compensation of executive officers and overseeing the granting of
stock options. No director attended fewer than 75% of all meetings of the Board
of Directors during the 1998 fiscal year.
Pursuant to the Nasdaq corporate governance requirements recently made
applicable to Nasdaq SmallCap Market companies, the Company must have (i) a
minimum of two independent directors; (ii) an audit committee with a majority of
independent directors; and (iii) an annual stockholders meeting. The Company
has and can presently satisfy each of these requirements. Messrs. Kolenik and
Frome qualify as independent directors.
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EXECUTIVE COMPENSATION
The following table sets forth, for each of the last three fiscal years
and for the three month period ended December 31, 1996, the compensation
received by Thomas F. Motter, the Company's President and Chief Executive
Officer, and all other executive officers (collectively, the "Named Executive
Officers") at December 31, 1998 whose salary and bonus for all services in all
capacities exceed $100,000 for the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards Payouts
Other Securities
Annual Restricted Underlying Long-term All Other
Name and Compensation Stock Options/ Incentive Compensation
Principal Position Period Salary($) Bonus($) ($)(6) Awards($) Sars(#) Payout($) (#)(5)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas F. Motter, 1998(1) $122,497 0 0 0 37,450(7) 0 6,000
Chairman of the 1997(2) 129,584 0 5,250 0 0 0 0
Board, President 1996(3) 33,750 0 0 0 0 0 0
and Chief 1996(4) 111,042 1,000 3,600 0 0 0 6,000
Executive Officer
Robert W. Millar, 1998(1) 121,019 0 0 0 37,450(7) 0 6,000
Vice President of 1997(2) 114,675 0 5,250 0 0 0 0
Engineering and 1996(3) 31,250 0 0 0 0 0 0
Manufacturing 1996(4) 99,792 1,000 3,600 0 0 0 6,000
John W. Hemmer, 1998(1) 117,884 0 0 0 37,450(7) 0 6,000
Treasurer, Chief 1997(2) 112,670 0 5,250 0 0 0 0
Financial Officer 1996(3) 30,000 0 0 0 0 0 0
and Director 1996(4) 80,000 0 3,600(6) 0 20,000(6) 0 4,000
</TABLE>
(1) For the fiscal year ended December 31, 1998.
(2) For the fiscal year ended December 31, 1997.
(3) For the three month period ended December 31, 1996.
(4) For the fiscal year ended September 30, 1996.
(5) The amounts indicated under "Other Annual Compensation" for 1996 and 1998
consist of payments related to the operation of automobiles by the named
executive.
(6) On February 16, 1996, the Company granted Mr. Motter and Mr. Millar options
to purchase 106,000 and 84,000 shares of its Common Stock at an exercise
price of $5.00 per share. These options expire on February 15, 2001. On
January 31, 1996, the Company granted Mr. Hemmer options to purchase 20,000
shares of its Common Stock at an exercise price of $5.00 per share. These
options expire January 30, 2001.
(7) On September 14, 1998, the Company granted to each of Messrs. Motter,
Millar and Hemmer options to purchase 37,450 shares of the Company's Common
Stock at an exercise price of $5.00 per share, of which 24,000 vested on
September 14, 1998 and 13,450 vested on January 1, 1999.
The following table sets forth information concerning the exercise of
options to acquire shares of the Company's Common Stock by the Named Executive
Officers during the fiscal year ended December 31, 1998, as well as the
aggregate number and value of unexercised options held by the Named Executive
Officers on December 31, 1998.
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<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
Number Of Securities Underlying Value Of Unexercised
Unexercised Options/SARS In-The-Money Options/SARS At
At December 31, 1998(#) December 31, 1998($)
Shares
Acquired
On Exercise Value
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
Thomas F. Motter -0- -0- 130,000 13,450 -0- -0-
Robert W. Millar -0- -0- 108,000 13,450 -0- -0-
Michael W. Stelzer -0- -0- 44,000 13,450 -0- -0-
John W. Hemmer -0- -0- 44,000 13,450 -0- -0-
</TABLE>
DIRECTOR COMPENSATION
The outside directors were each granted stock options to purchase
75,000 shares of the Company's Common Stock at an exercise price of $4.00 per
share. Outside directors are also reimbursed for their expenses in attending
board and committee meetings. Directors are not precluded from serving the
Company in any other capacity and receiving compensation therefor.
EMPLOYEE 401(k) PLAN
In October 1996, the Company's Board of Directors adopted a 401(k)
Retirement Savings Plan. Under the terms of the 401(k) plan, effective as of
November 1, 1996, the Company may make discretionary employer matching
contributions to its employees who choose to participate in the plan. The plan
allows the board to determine the amount of the contribution at the beginning of
each year. The board adopted a contribution formula specifying that such
discretionary employer matching contributions would equal 100% of the
participating employee's contribution to the plan up to a maximum discretionary
employee contribution of 3% of a participating employee's compensation, as
defined by the plan. All persons who have completed at least six months' service
with the Company and satisfy other plan requirements are eligible to participate
in the 401(k) plan.
1995 STOCK OPTION PLAN
The Company adopted a 1995 Stock Option Plan (the "Plan") for officers,
employees, and consultants of the Company on November 7, 1995. The Plan
authorized the granting of stock options ("Plan Options") to purchase an
aggregate of not more than 300,000 shares of the Company's Common Stock. On
February 16, 1996, options for all 300,000 shares were granted. On June 9, 1997,
the Company's shareholders approved an amendment to the Plan to increase the
number of shares of Common Stock reserved from issuance thereunder by an
aggregate of 300,000 shares. That same day, 20,000 options were granted to the
Company's then Chief Financial Officer (John W. Hemmer) and five outside
directors, one of whom (Michael W. Stelzer) is now the Vice President of
Operations, Chief Operating Officer, Chief Financial Officer, Treasurer and
Secretary of the Company. There are presently options to purchase 750,000 shares
of Common Stock.
The Plan is administered by the Compensation Committee. In general, the
Compensation Committee will select the person to whom options will be granted
and will determine, subject to the terms of the Plan, the number, exercise, and
other provisions of such options. Options granted under the Plan will become
exercisable at such times as may be determined by the Compensation Committee.
Plan Options granted may be either incentive stock options ("ISOs"), as such
term is defined in the Internal Revenue Code, or non-ISOs. ISOs may only be
granted to persons who
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are employees of the Company. Non-ISOs may be granted to any person,
including, but not limited to, employees of the Company, independent agents,
consultants, as the Compensation Committee believes has contributed, or will
contribute, to the success of the Company. The Compensation Committee shall
determine the exercise price of options granted under the Plan, provided
that, in the case of ISOs, such price may not be less than 100% (110% in the
case of ISOs granted to holders of 10% of voting power of the Company's
stock) of the fair market value (as defined in the Plan) of the Common Stock
on the date of grant. The aggregate fair market value (determined at the time
of option grant) of stock with respect to which ISOs become exercisable for
the first time in any year cannot exceed $100,000.
The term of each Option shall not be more than 10 years (five years in
the case of ISOs granted to holders of 10% of the voting power of the Company's
stock) from the date of grant. The Board of Directors has a right to amend,
suspend or terminate the Plan at any time; provided, however, that unless
ratified by the Company's shareholders, no amendment or change in the Plan will
be effective which would increase the total number of shares which may be issued
under the Plan, materially increase the benefits accruing to persons granted
under the Plan or materially modify the requirements as to eligibility and
participation in the Plan. No amendment, supervision or termination of the Plan
shall, without the consent of an employee to whom an option shall heretofore
have been granted, affect the rights of such employee under such option.
EMPLOYMENT AGREEMENTS
The Company entered into employment agreements with each of Thomas F.
Motter, Michael W. Stelzer, Robert W. Millar and John W. Hemmer and which
commenced on January 1, 1998 and expire on January 1, 2003. The agreements
require each employee to devote substantially all of his working time to the
Company, provide that each of them may be terminated for "cause" (as provided in
the agreements) and prohibit each of them from competing with the Company for
two years following the termination of his employment agreement. The agreements
provide for the payment of an initial base salary of $135,000 to Mr. Motter,
$100,000 to Mr. Stelzer, $125,000 to Mr. Millar and $120,000 to Mr. Hemmer, and
became effective as of January 1, 1998. In January 1998, Mr. Hemmer also
received a bonus of 50,000 shares of common stock in recognition of the services
previously rendered by him. The agreements provide for salary increases and
bonuses as shall be determined at the discretion of the Board of Directors.
CHANGE OF CONTROL TERMINATION AGREEMENTS
On September 14, 1998, the Company entered into a Change of Control
Termination Agreement with each of Thomas F. Motter, Michael W. Stelzer, Robert
W. Millar and John W. Hemmer. The agreements are effective as of January 1, 1998
and continue in effect through December 31, 2002. However, beginning on December
31, 2002 and each December 31 thereafter, the term of each of the agreements
shall automatically be extended for one additional year unless, no later than
the preceding November 1, the Company shall have given notice that it does not
wish to extend such agreement. If a change of control occurs during the original
or any extended term of the agreement, the agreement shall continue in effect
for a period of 12 months beyond the month in which the change of control
occurred.
The agreements provide that if there is a change of control of the
Company, and provided there has been no termination of employment on account of
death, disability, retirement or for cause, each of Messrs. Motter, Stelzer,
Millar and Hemmer shall be entitled to receive the following benefits in the
event their employment is terminated subsequent to the change of control:
- payment of full base salary through the date of termination of
employment at the rate in effect at the time of the change of
control, plus all other amounts and benefits to which each is
entitled under any compensation plan of Paradigm;
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- in lieu of any further salary payments for periods subsequent
to the Termination Date, the Company shall pay a lump sum
severance payment equal to 2.99 times the sum of the annual
base salary in effect at the time of the change of control;
- payments of any deferred compensation, including deferred bonuses;
- in lieu of shares of common stock issuable upon the exercise of
outstanding options, an amount in cash shall be distributed equal
to the product of the excess of the closing price of the shares as
reported on the Nasdaq SmallCap Market on or nearest the
Termination Date over the per share exercise price of each option
times the number of shares covered by each such option; and
- all legal fees and expenses incurred as a result of such
termination including all fees and expenses incurred in contesting
or disputing any termination of employment or seeking to obtain or
enforce any right or benefit provided by the agreement.
For the purposes of the agreement, a change of control shall have
occurred if:
- any person becomes a beneficial owner of 30% or more of the
combined voting power of the then outstanding securities,
- during any period of two consecutive years (not including any
period prior to the execution of the agreement), individuals who
at the beginning of the period constitute the Company's Board of
Directors and any new director whose election by the Board or
nomination for election by the shareholders was approved by a vote
of at least two-thirds of the directors then still in office who
either were directors at the beginning of the period or whose
election or nomination for election were previously so approved,
cease for any reason to constitute a majority,
- Paradigm enters an agreement resulting in the occurrence of a
change of control of the Company,
- the Board of Directors eliminates or otherwise reduces the
authority, duties and/or responsibilities of the Executive
Committee, or
- the shareholders approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation
that would result in the voting securities of the Company
outstanding immediately prior to it continuing to represent
(either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least 30% of the combined
voting power of the voting securities of the Company or such
surviving entity outstanding immediately after the merger or
consolidation, or the shareholders approve a plan of complete
liquidation of the Company or as agreement for the sale or
disposition by the Company of all or substantially all of its
assets.
If any of the events constituting a change of control of the Company
shall occur, each of Messrs. Motter, Stelzer, Millar and Hemmer shall be
entitled to the benefits set forth above on the subsequent termination of their
employment during the term of the Agreements unless the termination is on
account of death, disability, or retirement, by the Company for cause, or by
such individuals other than for good reason. Termination for cause is defined in
the agreement to include termination on the willful and continued failure to
substantially perform their duties after a written demand for substantial
performance is delivered to the Board of Directors, which demand specifically
identifies the manner in which the board believes that they have not
substantially performed their duties, or the willful engaging by such
individuals in conduct that is demonstrably and materially injurious to the
Company. No act, or failure to act, on their part shall be deemed "willful"
pursuant to the agreement unless done, or omitted to be done, by such
individuals
8
<PAGE>
not in good faith and without a reasonable belief that their action or
omission was in the best interest of the Company. In addition, they shall not
be deemed to have been terminated for cause unless or until they shall have
been delivered a copy of a resolution duly adopted by the affirmative vote of
not less than 75% of the entire membership of the Board of Directors at a
meeting called for such purpose.
Under the terms of the agreements, each of Messrs. Motter, Stelzer,
Millar and Hemmer are entitled to terminate their respective agreement for good
reason. Good reason is defined in the Agreements to include:
- the assignment of any duties inconsistent with their status and
position immediately prior to a change in control, or substantial
adverse alteration in the nature or status of their
responsibilities and those in effect immediately prior to a change
in control;
- a reduction in their annual base salary as in effect on the date
of this Agreement or as such salary may be increased from time to
time except for across-the-board salary reductions similarly
effecting all key employees of the Company and all key employees
of any person in control of the Company;
- their relocation to a location not within 25 miles of the
Company's present executive offices;
- the failure by the Company, without their consent, to pay to them
any part of their current compensation, or to pay any part of an
installment of deferred compensation under any deferred
compensation program, within seven days of the date the
compensation is due;
- the failure by the Company to continue to effect any bonus which
they were entitled or any compensation plan which they
participated immediately prior to a change of control that is
material to their total compensation, including the 1995 Stock
Option Plan, 401(k) pretax retirement savings plan, and flexible
benefit plan;
- the failure of the Company to continue to provide them with
benefits substantially similar to those enjoyed by them under the
Company's life insurance, medical, health and accident, or
disability plans which they are participating at the time of a
change of control, and for the failure to continue to provide them
with an automobile or allowance in lieu of it, if they were
provided with such automobile or allowance in lieu of it at the
time of a change of control; and
- the failure of the Company to obtain a satisfactory agreement with
any successor to assume and agree to perform the agreements.
PROFIT SHARING PLAN
On February 16, 1996, the Company adopted a Profit Sharing Plan, under
which an amount equal to 10% of the pretax profits will be set aside for the
benefit of officers and key employees. This funding will be paid to the officers
and key employees as follows: Thomas W. Motter, Chairman of the Board, President
and Chief Executive Officer--30%; Robert W. Millar, Vice President of
Engineering and Manufacturing--25%; John W. Hemmer, Chief Financial Officer and
Treasurer--20%; and a pool of 25% to be allocated among the other officers and
key employees as determined by the Compensation Committee and approved by the
Board of Directors. This funding will only be paid if the qualified pretax
profits exceed $10,000,000 for any fiscal year beginning October 1, 1996 and
ending December 31, 2001. If the pretax profits reach $10,000,000 for any fiscal
year, the entire pretax profits for that year will qualify for the funding. The
plan expires at the end of its fifth fiscal year on December 31, 2001, when all
funds held will be disbursed.
9
<PAGE>
LIMITATION OF LIABILITY AND INDEMNIFICATION
The Company reincorporated in Delaware in February 1996, in part, to
take advantage of certain provisions in Delaware's corporate law relating to
limitations on liability of corporate officers and directors. The Company
believes that the reincorporation into Delaware, the provisions of its
Certificate of Incorporation and Bylaws and the separate indemnification
agreements outlined below are necessary to attract and retain qualified persons
as directors and officers. The Company's Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. This
provision is intended to allow the directors the benefit of Delaware General
Corporation Law which provides that directors of Delaware corporations may be
relieved of monetary liabilities for breach of their fiduciary duties as
directors, except under certain circumstances, including breach of their duty of
loyalty, acts or omissions not in good faith or involving intentional misconduct
or a knowing violation of law, unlawful payments of dividends or unlawful stock
repurchases or redemptions or any transaction from which the director derived an
improper personal benefit. The Company's Bylaws provide that it shall indemnify
its officers and directors to the fullest extent provided by Delaware law. The
Bylaws authorize the use of indemnification agreements and the Company has
entered into such agreements with each of its directors and executive officers.
RETIREMENT OF CHIEF FINANCIAL OFFICER
On May 6, 1999, the Company's Board of Directors authorized an
agreement to be entered into with John W. Hemmer, Vice President of Finance,
Treasurer and Chief Financial Officer of the Company, regarding the remaining
term of his Employment Agreement and the Change of Control Agreement. Under the
terms of the proposed agreement, Mr. Hemmer's salary will continue until June 1,
1999, at which time his employment with the Company will terminate. Thereafter,
Mr. Hemmer will become an independent consultant to the Company and receive an
initial payment of $12,500 with annual payments of $25,000 being paid on January
2000 and each subsequent year for two additional years and the final payment in
2004 in the amount of $12,500, for a total consulting contract payment of
$100,000. In addition, the Company is to issue Warrants to Mr. Hemmer to
purchase 125,000 shares of Common Stock at an exercise price of $2.63 per share,
with the underlying Common Stock to be registered in the Company's current
registration statement. Finally, the Company is to issue Warrants to Mr. Hemmer
to purchase 75,000 shares of Common Stock at the same exercise price as the
Class A Warrants, or $7.50 per share. In consideration for the payments under
the consulting contract and the Warrants to be issued to Mr. Hemmer, the
Employment Agreement and the Change of Control Agreement with Mr. Hemmer will be
canceled as of June 1, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth herein describes certain transactions between
the Company and certain affiliated parties. Future transactions, if any, will be
approved by a majority of the disinterested members of the Company and will be
on terms no less favorable to the Company than those that could be obtained from
unaffiliated parties.
The Company subcontracts the manufacture of its Precisionist 3000
Plus-TM- and Precisionist Thirty Thousand-TM- Workstation-TM- to one of its
shareholders, Zevex, Inc. which is located in Salt Lake City, Utah. On September
23, 1996, the Company entered into a Design, Engineering and Manufacturing
Agreement with Zevex for the engineering and manufacture of the Workstation-TM-
and Precisionist Thirty Thousand-TM-. As of December 31, 1998, Zevex has
manufactured and delivered 39 systems. However, the agreement can be terminated
at any time by the Company if Zevex fails for two consecutive quarters to timely
fulfill the Company's purchase orders, or by Zevex if the Company fails to
timely make the payments required by the agreement after having received a 20
day notice from Zevex demanding payment. Zevex is also under an exclusive
contract with the Company, which expires September 23, 1999, that prohibits
Zevex from manufacturing complete ultrasound or laser surgical systems for any
other company, without permission. For the fiscal years ended December 31, 1997
and December 31, 1998, the Company purchased design and manufacturing services
in the amounts of $1,070,000 and $48,663, respectively, from Zevex.
10
<PAGE>
On January 8, 1997, the Company subcontracted the subassembly of the
laser module piece of the Photon-TM- Laser Phaco-TM- from Sunrise Technologies,
Inc. During the 12 month period ending December 31, 1997, the Company purchased
10 laser module subassemblies for a total purchase price of $160,000, from
Sunrise whose president was a member of the Company's Board of Directors at the
time the manufacturing agreement was signed.
The Photon-TM- LaserPhaco-TM- system is protected under a United States
patent issued in 1987 to Daniel M. Eichenbaum, M.D. (U.S. Patent Number
4,694,828) for the utility and methods of laser ablation, aspiration and
irrigation of tissue through a hand-held probe of a unique design and assigned
to Photomed, a corporation owned in part by Dr. Eichenbaum. The Company secured
the exclusive worldwide right to this patent shortly after its issue, and to the
international patents pending, from Photomed by means of a License Agreement
that entitled Dr. Eichenbaum to royalty payments equal to 1% of the proceeds
from the net commercial sales of the Photon-TM- LaserPhaco-TM- system and
accessories in all medical specialties. The License Agreement terminates July 7,
2003. The License Agreement was amended on December 5, 1997 to allow Photomed
the right to conduct research, development and marketing utilizing the patent in
certain medical sub-specialties other than ophthalmology for which we would
receive royalty payments equal to 1% of the proceeds from the net sales of
products utilizing the patent.
Randall Mackey, a director of the Company from September 1995 to
September 3, 1998, is President and a shareholder of the law firm of Mackey
Price & Williams, which rendered legal services to the Company in connection
with the Company's public offering and other corporate matters. Legal fees and
expenses paid to Mackey Price & Williams for the fiscal year ended December 31,
1997 totaled $118,765. For the fiscal year ended December 31, 1998, the Company
paid legal fees and expenses in the amount of $97,414. The Company also granted
Mackey Price & Williams warrants to purchase 25,000 shares of Common Stock at an
exercise price of $3.33 per share in partial payment for legal services relating
to the Company's July 1996 public offering.
Mr. Kolenik, a director of the Company since November 1997, is a former
director of Win Capital, the placement agent for the Series C Convertible
Preferred Stock offering. Under the terms of an agency agreement with Win
Capital, the Company agreed to pay to Win Capital a commission equal to 9% of
the aggregate purchase price of the shares sold, or $269,820. Win Capital was
also paid a non-accountable expense allowance equal to 3% of the aggregate
purchase price of the shares sold. The Company has also entered into an
agreement with Win Capital dated August 20, 1997, wherein Win Capital agreed to
perform unspecified investment banking services for the Company for a two year
period, for which the Company agreed to pay Win Capital a monthly retainer of
$2,000 for the first six months of the agreement, $4,000 per month for the
second six months, and $6,000 per month for the remainder of the agreement. In
an agreement entered into in February 1999, Win Capital agreed to accept $7,500
in cash plus $60,500 in Common Stock valued at the close of business the day
prior to the initial close of the Series D Convertible Preferred stock offering
in addition to a $50,000 finders fee as it related to that offering. In
addition, the Company issued warrants to Win Capital to purchase 191,000 shares
of Common Stock at an exercise price of $3.00 per share in connection with
the investment banking agreement and additional warrants to purchase 100,000
shares of common stock at $3.00 per share for services rendered in the private
placement of Series C Convertible Preferred Stock.
Prior to the initial closing of the Series D preferred stock offering,
the Company borrowed $75,000 from Cyn Del, of which Mr. Kolenik is President, a
director and a shareholder, and $25,000 from Win Capital. The combined $100,000
loan bears interest at a rate of 10% per annum, is payable pro rata monthly, and
is due on the 6-month anniversary of the loan. The Company issued to Cyn Del
five-year warrants to purchase 105,000 shares of Common Stock and to Win Capital
five-year warrants to purchase 35,000 shares of Common Stock both at an initial
exercise price equal to the closing price of the Common Stock on the business
day immediately prior to the issuance date of the warrants, or $2.30 per share,
subject to adjustment according to the terms contained therein. The Company also
entered into a one-year consulting agreement dated January 19, 1999, for Win
Capital to provide financial consulting services to the Company in consideration
for a fee of $5,000 per month for the term of the agreement.
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<PAGE>
In addition, on April 23, 1999, the Company agreed to issue to Cyn Del
five-year warrants to purchase 75,000 shares of Common Stock at an initial
exercise price equal to $4.00 per share, upon the condition that Cyn Del
exercises its warrants to purchase 105,000 shares of Common Stock at $2.30 per
share within 72 hours after receiving notice that a Registration Statement has
become effective registering the shares issuable upon the exercise of the
warrants to purchase 105,000 shares of Common Stock at $2.30 per share. On April
23, 1999, the Company also agreed to issue to Win Capital five-year warrants to
purchase 25,000 shares of Common Stock at an initial exercise price equal to
$4.00 per share, upon the condition that Win Capital exercises its warrants to
purchase 35,000 shares of Common Stock at $2.30 per share within 72 hours after
receiving notice that a Registration Statement has become effective registering
the shares issuable upon the exercise of the warrants to purchase 35,000 shares
of Common Stock at $2.30 per share.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Section 16(a) of the Securiites Exchange Act of 1934 requires the
Company's executive officers, directors and persons who own more than 10% of any
class of the Company's Common Stock to file initial reports of ownership and
reports of changes of ownership of the Company's Common Stock. For fiscal 1998,
David M. Silver, formerly a director of the Company, through an oversight, filed
one late stock purchase transaction report covering one transaction.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of March 31, 1999 for (i)
each executive officer of the Company, (ii) each director, (iii) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding shares, and (iv) all directors and officers as a group.
<TABLE>
<CAPTION>
Percent of
Name and Address(1) Number of Shares Ownership(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Thomas F. Motter (3)(6) 520,000 8.5%
Douglas MacLeod 418,451 6.9%
Robert W. Millar(4)(6) 336,105 5.5%
Michael W. Stelzer(5)(6) 62,935 1.0%
John W. Hemmer(5)(6) 70,513 1.2%
Robert L. Frome(7) 56,857 *
Patrick M. Kolenik(8) 1,007 *
Executive officers and directors
as a group (6 persons) 1,047,417 17.2%
- --------------------------------
</TABLE>
* Less than 1%.
(1) The address for Mr. Motter, Mr. Millar and Mr. Stelzer is c/o Paradigm
Medical Industries, Inc., 1127 West 2320 South, Suite A, Salt Lake City,
Utah 84119. The address for Mr. MacLeod is 1002 South 10th Street, Tacoma,
Washington 98405. The address for Mr. Hemmer is 88 Meadow Road, Briarcliff
Manor, New York 10510. The address for Mr. Frome is 505 Park Avenue, 16th
Floor New York, New York 10022. The address for Mr. Kolenik is 35 Elizabeth
Drive, Laurel Hollow, New York 11791.
(2) Assumes no exercise of the warrants described in this Prospects or any
other warrants that the Company may have issued and no conversion of
outstanding shares of the Company's Series A, Series B, Series C, and
Series D Preferred Stock into Common Stock.
(3) Does not include options to purchase 143,450 shares of Common Stock granted
to Mr. Motter under the 1995 Option Plan.
(4) Includes 2,000 shares held by William E. Millar, Mr. Millar's father,
10,000 shares held by Michael S. Millar, Mr. Millar's brother, and 100
shares to Nathan Glynn, Mr. Millar's nephew. Mr. Millar disclaims
beneficial ownership
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<PAGE>
of these 3,100 shares. Does not include options to purchase 121,450 shares
of Common Stock granted to Mr. Millar under the 1995 Option Plan.
(5) Does not include option to purchase 57,450 shares of Common Stock granted
to each of the two directors under the 1995 Option Plan.
(6) Does not include 250 shares of Series C Convertible Preferred Stock held by
each of the four management directors.
(7) Does not include options to purchase 75,000 shares of Common Stock granted
to Mr. Frome.
(8) Does not include 2,000 shares of Series C Convertible Preferred Stock held
by Mr. Kolenik or options to purchase 75,000 shares of Common Stock granted
to him.
PROPOSED APPROVAL OF THE GRANTING OF STOCK OPTIONS TO OUTSIDE DIRECTORS
PROPOSAL 2
The proposal would approve the granting of stock options to purchase
75,000 shares of Common Stock at an initial exercise price of $4.00 per shares
both to Patrick M. Kolenik and Robert L. Frome, the two outside directors of the
Company. The options may be exercised at any time not later than September 16,
2003. The Company is required to register any shares of Common Stock issued upon
the exercise of the options.
The options contain provisions that protect the holders against
dilution by adjustment of the exercise price per share and the number of shares
issuable upon exercise thereof upon the occurrence of certain events, including
stock dividends, stock splits, mergers and the sale of substantially all of the
Company's assets. The options are to be exercised by delivering to the Company
payment of the purchase price of the shares to be purchased or by delivering
shares of the Company's stock already owned by the holder and having a fair
market value on the date of exercise equal to the exercise price of the option,
or a combination of such shares and cash.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
APPROVAL OF THE GRANTING OF STOCK OPTIONS TO THE TWO OUTSIDE DIRECTORS.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
PROPOSAL 3
The independent public accounting firm of Tanner & Company has been the
Company's independent accountants since fiscal year 1998. The Audit Committee
has recommended and the Board of Directors has appointed Tanner and Company for
purposes of auditing the consolidated financial statements of the Company for
the fiscal year ending December 31, 1999. It is anticipated that representatives
of Tanner and Company will be present at the Annual Meeting and will be provided
an opportunity to make a statement if they desire, and to be available to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF TANNER & COMPANY AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR FISCAL 1999.
ADDITIONAL INFORMATION
The Company will provide without charge to any person from whom a Proxy
is solicited by the Board of Directors, upon the written request of such person,
a copy of the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, excluding certain exhibits thereto, as filed with the
Securities and Exchange Commission. Written requests for such information should
be directed to Michael W. Stelzer, Chief
13
<PAGE>
Operating Officer, Chief Financial Officer, Treasurer and Secretary, Paradigm
Medical Industries, Inc., 1772 West 2300 South, Salt Lake City, Utah 84119.
OTHER MATTERS
As of the date of this Proxy Statement, the Company knows of no
business that will be presented for consideration at the Annual Meeting other
than the items referred to above. However, if any other matters are properly
brought before the meeting, it is the intention of the persons named as proxies
in the accompanying Proxy to vote the shares they represent on such business in
accordance with their best judgment. In order to assure the presence of the
necessary quorum and to vote on the matters to come before the Annual Meeting,
please indicate your choices on the enclosed Proxy and date, sign and return it
promptly in the postage pre-paid envelope provided. The signing and delivery of
a Proxy by no means prevents you from attending the Annual Meeting.
By order of the Board of Directors,
/s/ Michael W. Stelzer
------------------------
Michael W. Stelzer, Esq.
Corporate Secretary
June 11, 1999
14
<PAGE>
PARADIGM MEDICAL INDUSTRIES, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
JULY 26, 1999
THIS PROXY SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF
PARADIGM MEDICAL INDUSTRIES, INC.
The undersigned hereby appoints Thomas F. Motter and Robert W. Millar or either
of them, each with full power of substitution, as proxies to vote at the Annual
Meeting of Shareholders to be held on Monday, July 26, 1999, beginning at 10:00
a.m., local time, in the DoubleTree Hotel, 255 South West Temple, Salt Lake
City, Utah, and at all adjournments thereof, all shares of common stock which
the undersigned would be entitled to vote on matters set forth below, if
personally present:
1. ELECTION OF DIRECTORS, NOMINEES: THOMAS F. MOTTER, ROBERT W. MILLAR, MICHAEL
W. STELZER, JOHN W. HEMMER, PATRICK M. KOLENIK, ROBERT L. FROME AND STEVEN
J. BAYERN.
/ / FOR all nominees listed (except as indicated in writing to the contrary
below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below
Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name here:
- ---------------------------------------------------------------------
2. APPROVAL OF THE GRANTING OF STOCK OPTIONS TO THE OUTSIDE DIRECTORS.
/ / FOR / / AGAINST / / ABSTAIN
3. RATIFICATION OF APPOINTMENT OF TANNER & COMPANY AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
4. IN THEIR DISCRETION, ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
- ---------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY
DIRECTION IS INDICATED, WILL BE VOTED FOR PROPOSALS 1, 2, AND 3. In their
discretion, the proxies are authorized to vote upon such other matters as may
properly come before the meeting or any adjournment(s) thereof.
Dated
- ---------------------------------------------------------, 1999
- ---------------------------------------------------------------------
Signature
- ---------------------------------------------------------------------
(This proxy should be marked, dated and signed by each shareholder exactly as
such shareholder's name appears hereon and returned promptly. Persons signing in
a fiduciary capacity should so indicate. If shares are held by joint tenants or
as community property; both should sign. If a corporation, please sign in full
corporation name by the President or by an authorized corporate officer. If a
partnership, please sign in partnership name by an authorized person.)
