SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the Appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EFTC CORPORATION
(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:
<PAGE>
EFTC CORPORATION
9351 GRANT STREET, SIXTH FLOOR
DENVER, COLORADO 80229
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 4, 1998
You are cordially invited to attend the annual meeting of shareholders
(the "Meeting") of EFTC Corporation (the "Company"), which will be held at the
Company's headquarters, 9351 Grant Street, Sixth Floor, Denver, Colorado 80229
on June 4,1998 at 9:00 a.m., local time, for the following purposes:
1. To elect three Class I directors to serve until the 2001 annual meeting
of shareholders, to elect two Class II directors to serve until the
1999 annual meeting of shareholders and to elect one Class III director
to serve until the 2000 annual meeting of shareholders;
2. To ratify the appointment of KPMG Peat Marwick LLP as independent
auditors for the Company for the fiscal year ending December 31, 1998;
and
3. To transact such other business as may properly come before the Meeting.
Shareholders of record at the close of business on April 13,1998 are
entitled to vote at the meeting or any postponements or adjournments thereof. A
list of such shareholders will be available for examination by any shareholder
for any purposes germane to the meeting, during normal business hours, at the
principal office of the Company, 9351 Grant Street, Sixth Floor, Denver,
Colorado 80229, for a period of ten days prior to the meeting.
Whether or not you intend to be present at the meeting in person, we
urge you to please mark, date and sign the enclosed proxy and return it in the
envelope provided for that purpose, which does not require postage if mailed in
the United States.
August P. Bruehlman
Secretary
Denver, Colorado
April 21, 1998
YOU ARE URGED TO MARK, DATE AND SIGN THE ENCLOSED
PROXY AND RETURN IT PROMPTLY. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.
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EFTC CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 4, 1998
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of EFTC Corporation, a Colorado corporation (the
"Company" or "EFTC"), of proxies for use at the annual meeting of shareholders
of the Company (the "Meeting") to be held at the EFTC Corporate Headquarters,
9351 Grant Street, Sixth Floor, Denver, Colorado 80229 at 9:00 a.m., local time,
on June 4, 1998, and at any postponement or adjournment thereof.
The Company's executive offices are located at 9351 Grant Street, Sixth
Floor, Denver, Colorado 80229 (telephone (303) 451-8200). This Proxy Statement
and the accompanying form of proxy are being first mailed to shareholders on or
about April 21, 1998.
Shares Outstanding and Voting Rights
The Company's Board of Directors has fixed the close of business on
April 13, 1998 as the record date (the "Record Date") for the determination of
shareholders entitled to notice of and to vote at the Meeting. The only
outstanding voting stock of the Company is its Common Stock, $.01 par value per
share (the "Common Stock"), of which 13,649,676 shares were outstanding as of
the close of business on the Record Date. Each share of outstanding Common Stock
is entitled to one vote.
The presence, in person or by proxy, of the holders of a majority of
the outstanding shares of Common Stock entitled to vote at the Meeting is
necessary to constitute a quorum. With respect to election of directors,
shareholders of the Company may vote in favor of the nominees, may withhold
their vote for the nominees, or may withhold their vote as to specific nominees.
Directors will be elected by a plurality of the votes of the holders of shares
present in person or by proxy at the Meeting. A vote withheld for a nominee in
the election of directors will be excluded entirely from the vote and will have
no effect.
Shareholders of the Company may vote in favor of or against the
proposal to ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors. The affirmative vote of the majority of the shares of
Common Stock represented at the Meeting will be required to ratify or approve a
proposal. A proxy submitted by a shareholder may indicate that all or a portion
of the shares represented by such proxy are not being voted by such shareholder
with respect to a particular matter. This could occur, for example, when a
broker is not permitted to vote shares held in street name on certain matters in
the absence of instructions from the beneficial owner of the shares. The shares
subject to any such proxy that are not being voted with respect to a particular
proposal may be considered present and entitled to vote for other purposes and
will count for purposes of determining the presence of a quorum. (Shares not
being voted as to a particular matter, and directions to "withhold authority" to
vote for directors, will be considered as abstentions.) As a result, an
abstention or broker non-vote will have no effect with respect to the election
of directors, but will have the same effect as a vote against any other
proposal.
Votes cast in person or by proxy at the Meeting will be tabulated by
the election inspectors appointed for the Meeting. The Company's transfer agent,
American Securities Transfer & Trust, Inc., will act as inspector of election
for the Meeting.
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Proxies properly executed and returned in a timely manner will be voted
at the Meeting in accordance with the directions noted thereon. Any shareholder
giving a proxy has the power to revoke it any time before it is voted, either by
delivering to the Secretary of the Company a signed notice of revocation or a
later dated signed proxy or by attending the Meeting and voting in person.
Attendance at the Meeting will not in itself constitute the revocation of a
proxy. Any written notice of revocation or subsequent proxy should be sent so as
to be delivered to the Company, Attention: Secretary, or hand delivered to the
Secretary of the Company at the address of the Company's executive offices, at
or before the vote to be taken at the Meeting.
If no specific instructions are given with respect to the matters to be
acted upon at the Meeting, shares of Common Stock represented by a properly
executed proxy will be voted FOR (1) the election of all six nominees listed
under the caption "Election of Directors," and (2) the ratification of the
appointment of KPMG Peat Marwick LLP to serve as independent auditors for the
Company for the year ending December 31, 1998.
The cost of solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, officers and regular employees of the Company
may solicit proxies by telephone, telegram or by personal interviews. Brokerage
houses, nominees, fiduciaries and other custodians will be requested to forward
soliciting material to the beneficial owners of shares held of record by them
and will be reimbursed for their reasonable expenses.
Annual Report
A copy of the Company's Annual Report, which includes the consolidated
financial statements of the Company for the year ended December 31, 1997, is
being mailed with this Proxy Statement to all shareholders entitled to vote at
the Meeting. The Annual Report to shareholders does not form any part of the
materials for the solicitation of proxies.
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SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of April 13,
1998, as to the beneficial ownership of Common Stock by certain beneficial
owners of more than five percent of the Company's Common Stock, each director,
certain executive officers and by all directors and executive officers as group:
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Common Stock(1)
- ------------------------ ---------------------- ---------------
Gerald J. Reid 489,426 (2) 3.4%
L(2)lle A. Reid 541,426 (2) 3.7%
Jack Calderon 300,441 (3) 2.1%
Lloyd A. McConnell 583,291 (4) 4.0%
Stuart W. Fuhlendorf 118,728 (5) *
James A. Doran 11,554 (6) *
Richard L. Monfort 659,354 (6)(7) 4.6%
David W. Van Wert 58,574 (6)(8) *
Darrayl E. Cannon 7,000 (9) *
Robert K. McNamara 17,000 (9)(10) *
Masoud Shirazi 34,154 (6) *
Charles Hewitson 555,406 (2) 3.8%
Gregory Hewitson 555,406 (2) 3.8%
Matthew Hewitson 555,406 (2) 3.8%
August Bruehlman 88,441 (11) *
Allen S. Braswell, Sr. 1,385,939 (12) 9.6%
Allen S. Braswell, Jr. 1,759,381 (13) 12.1%
Raymond Marshall 900,000 (14) 6.2%
Robert Monaco 900,000 (14) 6.2%
All directors and executive 8,135,988 (15) 56.2%
officers as a group, including
persons named above
(19 persons)
- ---------------------
* Less than one percent.
(1) Based solely upon reports of beneficial ownership required filed with
the Securities and Exchange Commission pursuant to Rule 13d-1 under the
Securities and Exchange Act of 1934, the Company does not believe that any other
person beneficially owned, as of April 13, 1998, greater than five percent of
the outstanding Common Stock of the Company.
(2) Includes 1,875 shares of Common Stock that are subject to currently
exercisable options under the Company's Stock Option Plan for Non-Employee
Directors. Options held by such director for an additional 125 shares vest each
month until March 2001 under such plan.
(3) Includes 197,941 shares of Common Stock subject to currently
exercisable, non-qualified options granted in connection with the commencement
of Mr. Calderon's employment and 100,000 shares of Common Stock subject to
currently exercisable options granted pursuant to the Company's Equity Incentive
Plan.
(4) Includes 20,000 shares of Common Stock subject to currently exercisable
options granted under the Company's Equity Incentive Plan, 70,000 shares of
Common Stock that are beneficially owned by Mr. McConnell and are held in the
August 1994 McConnell Charitable Remainder Trust and 250 shares of Common Stock
owned by Mr. McConnell's wife.
(5) Includes 109,200 shares of Common Stock subject to currently
exercisable options granted under the Company's Equity Incentive Plan and 9,428
shares of Common Stock subject to options that are exercisable under the
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Company's 1993 Stock Option Plan.
(6) Includes 10,854 shares of Common Stock that are subject to currently
exercisable options under the Company's Stock Option Plan for Non-Employee
Directors. Options held by such director for an additional 229 shares vest each
month until May 1999 under such plan. Thereafter options for an additional 125
shares vest until March 2001 under such plan.
(7) Includes 100,000 shares of Common Stock owned by a partnership in which
Mr. Monfort is the principal investor and 27,000 shares of Common Stock owned by
two of Mr. Monfort's minor children.
(8) Includes 15,720 shares of Common Stock owned jointly with Sally B. Van
Wert, Mr. Van Wert's wife.
(9) Includes 7,000 shares of Common Stock that are subject to currently
exercisable options under the Company's Stock Option Plan for Non-Employee
Directors. Options held by such director for an additional 333 shares vest each
month until May 2000 under such plan. Thereafter options for an additional 125
shares vest until March 2001 under such plan.
(10) Includes 10,000 shares of Common Stock owned jointly with Irene Z.
McNamara, Mr. McNamara's wife.
(11) Includes 75,000 shares subject to currently exercisable options
granted under the Company's Equity Incentive Plan and 12,941 shares subject to
currently exercisable options granted under the Company's 1993 Stock Option
Plan.
(12) Includes 1,374,939 shares held in the Allen S. Braswell, Sr. Grantor
Retained Income Trust and 11,000 shares held in the Allen S. Braswell, Sr.
Family Limited Partnership, of which Allen S. Braswell, Sr. is the general
partner. Allen S. Braswell, Sr.'s address is 1 Willow Road, Unit B, Waynesville,
NC 28786.
(13) Includes 1,374,939 shares held in the Allen S. Braswell, Sr. Grantor
Retained Income Trust, of which Allen S. Braswell, Jr. and his brother, Bruce
Braswell, are co-trustees, 374,442 shares held by the Allen S. Braswell, Jr.
EFTC Family Limited Partnership, of which Allen S. Braswell Jr and his spouse,
Alma L. Braswell, are the general partners, and 10,000 shares subject to
currently exercisable, non-qualified stock options granted in connection with
the Company's acquisition of the CTI Companies. Allen S. Braswell, Jr.'s address
is Circuit Test, Inc., 4601 Cromwell Avenue, Memphis, TN 38118.
(14) Mr. Marshall's and Mr. Monaco's address is Personal Electronics, Inc.,
1 Perimeter Road, Manchester, NH 03130.
(15) Of such 8,135,988 shares, as of April 13, 1998, 591,301 represent
shares of Common Stock subject to options that are currently exercisable or,
within 60 days of April 13, 1998, will become exercisable. 1,374,939 shares
specified as being beneficially owned by Allen S. Braswell, Sr. and Allen S.
Braswell, Jr. are included only once in the aggregate number of shares held by
all directors and officers as a group.
PROPOSAL 1 - ELECTION OF DIRECTORS
The number of members of the Company's Board of Directors is currently
fixed at 16, but will be reduced to 10 following the Meeting. In connection with
two acquisitions completed in 1997, the Company agreed to nominate five
individuals to the Board of Directors. As a result, the number of directors of
the Company had grown to 16 as of December 31, 1997. The directors became
concerned that the size of the Board of Directors had grown larger than
appropriate for the Company's operations. Accordingly, at its February 27, 1998
meeting, the Board of Directors approved a plan (the "Board Reduction Plan") to
reduce the number of directors to a more appropriate size. Pursuant to the Board
Reduction Plan, two Class I directors have not been nominated for reelection,
four Class II directors will resign prior to the Meeting and two Class III
directors will resign prior to the Meeting and will stand for election as Class
II directors.
The Company's Amended and Restated Articles of Incorporation provide for
a classified Board of Directors. For purposes of determining the directors'
terms of office, directors are divided into three classes. Each director serves
until the end of the three-year term of the class to which he or she is elected,
or until his or her earlier resignation or removal
The Class I directors, whose terms expire at the Meeting, include Allen S.
Braswell, Jr., James A. Doran, Gregory C. Hewitson, Richard L. Monfort and
Lucille A. Reid. Pursuant to the Board Reduction Plan Lucille A. Reid and
Gregory C. Hewitson have not been nominated for reelection.
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The Class II directors, whose terms expire at the 1999 annual meeting of
shareholders, include Allen S. Braswell, Sr., Jack Calderon, Darrayl E. Cannon,
Matthew J. Hewitson, Lloyd A. McConnell and David W. Van Wert,. Pursuant to the
Board Reduction Plan, Allen S. Braswell, Sr., Darrayl E. Cannon, Lloyd A.
McConnell, David W. Van Wert and Matthew J. Hewitson will resign from the Board
of Directors effective prior to the Meeting.
The Class III directors, whose terms expire at the 2000 annual meeting of
shareholders, include Stuart W. Fuhlendorf, Charles E. Hewitson, Robert K.
McNamara, Gerald J. Reid and Masoud S. Shirazi. Pursuant to the Board Reduction
Plan, Charles E. Hewitson and Robert K. McNamara will resign from their
positions as Class III directors effective prior to the meeting and have been
nominated for election at the Meeting to serve as Class II directors with terms
expiring at the 1999 annual meeting of shareholders.
Acting pursuant to the Bylaws of the Company, the Board of Directors
elected Allen S. Braswell, Jr. and Allen S. Braswell, Sr. as Class I and Class
II directors, respectively, on September 30, 1997. In connection with the
consummation of the Company's acquisition of Circuit Test, Inc. ("CTI") and
certain of its affiliates (collectively, the "CTI Companies"), which were
controlled by the family of Allen S. Braswell, Sr., the Company agreed to use
its best efforts to cause Allen S. Braswell, Sr. and Allen S. Braswell, Jr. to
be elected to serve as directors until the Meeting and to take the actions
necessary to nominate them for election to the Company's Board of Directors at
the Meeting. The Company's Bylaws provide that the initial terms of Allen S.
Braswell, Jr. and Allen S. Braswell, Sr. expire at the Meeting.
Gerald J. Reid and Lucille A. Reid are married. Charles, Gregory and
Matthew Hewitson are brothers. Allen S. Braswell, Sr. and Allen S. Braswell, Jr.
are father and son. Otherwise, there are no family relationships among any of
the directors and executive officers of the Company.
The Company is soliciting proxies in favor of the reelection of each of
the Class I directors identified above, the election of Charles E. Hewitson and
Robert K. McNamara to serve as Class II directors until the 1999 annual meeting
of shareholders and the election of Robert Monaco to serve as a Class III
director until the 2000 annual meeting of shareholders. The Company intends that
al properly executed proxies will be voted for these six nominees unless
otherwise specified. If any of them should be unable to serve as a director, an
event that the Company does not presently anticipate, it is intended that the
proxies will be voted for the election of such other person, if any, as shall be
designated by the Board of Directors.
Information Concerning the Nominees
Class I Directors
James A. Doran, 43, has been a senior audit manager with Hein &
Associates, LLP, a public accounting firm, since July 1994. From 1993 to 1994
Mr. Doran was Vice President and Chief Financial Officer of Gerrity Oil & Gas
Corporation, an independent oil and gas operator in Denver, Colorado, whose
stock is listed on the New York Stock Exchange. Prior to joining Gerrity, Mr.
Doran was a shareholder of Williams, Richey & Co., P.C., an accounting and
consulting firm in Denver, Colorado, and before that was a Senior Manager with
Coopers & Lybrand. Mr. Doran has been a director of the Company since 1993.
Richard L. Monfort, 44, served as President and Chief Operating Officer of
ConAgra Red Meat Companies from July 1989 to June 1995. From June 1995 to March
1997, Mr. Monfort was engaged in private investing activities. From 1983 until
1989, he was President of Monfort, Inc., which was subsequently acquired by
ConAgra, Inc. Mr. Monfort recently joined the board of the University of
Colorado Hospital Authority. Mr. Monfort has been a director of Famous Dave's of
America, Inc., an owner and operator of restaurants, since March 1997. Mr.
Monfort has been a director of the Company since 1993.
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Allen S. Braswell, Jr., 39, is currently Sr. Vice President of EFTC
Corporation and President of the Company's EFTC Services group. Mr. Braswell had
been President of CTI since October 1993 and Chief Executive Officer of CTI
since October 1996 until the acquisition by the Company of the CTI Companies in
September 1997. Prior to that time, Mr. Braswell had been Executive Vice
President of CTI from August 1985 until October 1993 focusing primarily on CTI's
Sales and Marketing activities. Mr. Braswell served on CTI's Board of Directors
since its founding in 1981. Mr.
Braswell has been director of the Company since September 1997.
Class II Directors
Robert K. McNamara, 44, has served since August 1995 as a Managing
Director for Broadview Associates LLC, a merger and acquisition advisor serving
the global information technology industry. Before joining Broadview, Mr.
McNamara spent 10 years with Salomon Brothers Inc., an investment banking firm,
most recently as vice president and head of its technology group. From September
1981 to June 1985 Mr. McNamara worked at Smith Barney, Harris Upham & Co., Inc.,
an investment banking firm, as vice president, focusing on the
telecommunications equipment, computer peripherals and computer retailing market
segments. Mr. McNamara has been a director of Nam Tai Electronics, Inc., a
contract manufacturer that makes consumer electronics products with operations
in Shenzhen, China since 1996. Mr. McNamara has been a director of the Company
since February 1996.
Charles E. Hewitson, 48, currently serves as President of OnCourse, Inc.,
a private consulting firm through which Mr. Hewitson provides certain consulting
services to EFTC, and is a director of EFTC. From 1984 to February 1997, Mr.
Hewitson served as Vice President and director, and was a principal shareholder,
of Current Electronics, Inc. ("CEI"), with responsibility for human resources,
finance, accounting and manufacturing. In addition, Mr. Hewitson served as Vice
President of Current Electronics (Washington), Inc. ("CEWI"), from 1994 to
February 1997. CEI and its affiliate CEWI were acquired by EFTC in February
1997, at which time Mr. Hewitson was appointed to the Board of Directors.
Class III Director
Robert Monaco, 36, currently serves as Vice President, General Manager
and Assistant Secretary of RM Electronics, Inc., a New Hampshire corporation
doing business as Personal Electronics, Inc. ("Personal Electronics") and a
subsidiary of the Company. Mr. Monaco co-founded Personal Electronics in 1991
and served as its Vice President until the Company acquired Personal Electronics
in March 1998. Prior to 1991, Mr. Monaco was employed by Cabletron Systems in
various capacities, most recently as its Director of Operations. In connection
with the consummation of the Company's acquisition of Personal Electronics,
which was 50% owned by Mr. Monaco, the Company agreed to take the actions
necessary to nominate Mr. Monaco for election to the Company's Board of
Directors at the Meeting. The Company's Bylaws provide that, if the number of
directors is not evenly divisible by three, the additional directors will be
first assigned to Class III. Accordingly, Mr. Monaco has been nominated for
election as a Class III director to serve until the 2000 annual meeting of
shareholders.
The Board of Directors recommends a vote FOR each Nominee
Information Concerning the Directors Continuing in Office
Director Whose Term Expires in 1999 (Class II)
Jack Calderon, 45, has been the Company's President and Chief Executive
Officer since August 1996. From January 1996 to August 1996, Mr. Calderon was
President of Sales Management International, a private consulting firm through
which Mr. Calderon provided strategic consulting to executive officers of
various high-technology companies. From 1992 to 1995, Mr. Calderon worked for
Group Technologies, an electronic contract manufacturing company. Mr. Calderon
held several management positions at Group Technologies, most recently as its
Vice President and General Manager of International Operations, before leaving
to form his own consulting firm. Mr. Calderon currently authors
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a column on electronic contract manufacturing for Circuitree Magazine and is on
the Board of Directors of Interconnecting and Packaging Electronic Circuits, a
trade association for electronic contract manufacturing companies.
Mr. Calderon has been a director of the Company since August 1996.
Directors Whose Terms Expire in 2000 (Class III)
Gerald J. Reid, 57, a founder of the Company, has been Chairman of the
Board of Directors since October 1990. Mr. Reid also periodically served as the
Company's Manufacturing Manager since that time and has served as President of
the Company from August 1995 to August 1996. From August 1981 until October
1990, Mr. Reid was President and Chief Executive Officer of the Company. Before
founding the Company in 1981, he held a number of manufacturing-related
managerial positions over a 19-year career with Hewlett Packard Company ("HP"),
including Future Information Systems Task Force Manager, Production Control
Manager, Production Section Manager and Technical Supervisor. At the time Mr.
Reid left HP to found EFTC, he held the position of Division Materials Manager.
Mr. Reid has been a director of the Company since its inception.
Masoud S. Shirazi, 47, has been the owner of Shirazi & Associates, P.C.,
an employee benefit and consulting firm in Greeley, Colorado that specializes in
benefit and estate planning, since 1976. Mr. Shirazi has been a director of the
Company since 1992.
Stuart W. Fuhlendorf, 35, has been the Company's Chief Financial Officer
since January 1993. Prior to joining the Company, Mr. Fuhlendorf held a number
of financial management positions in the aerospace and gaming industries.
Mr. Fuhlendorf has been a director of the Company since October 1995.
Other Executive Officers and Key Employees
August P. Bruehlman, 42, has been the Company's Chief Administrative
Officer since August 1996 and Secretary of the Company since February 1998. Mr.
Bruehlman joined the Company in 1988 and has held several management positions,
most recently as Director of Human Resources. Mr. Bruehlman's current
responsibilities at the Company include corporate facilities, human resources
and information systems. Prior to 1988, subsequent to pursuing advanced degrees,
he managed electronics and computer training in the private and public sectors.
The Company's executive officers are Messrs. Calderon, Fuhlendorf and
Bruehlman.
Committees and Meetings
The Board of Directors has established three standing committees: an Audit
Committee, a Compensation Committee and an Executive Committee.
Audit Committee. The Audit Committee consists of five directors who are not
employees of the Company. Darrayl F. Cannon, James A. Doran, Robert K. McNamara,
Masoud S. Shirazi and David W. Van Wert currently serve as the members of the
Audit Committee. The Audit Committee met once during 1997. The functions of the
Audit Committee are to recommend to the Board of Directors the appointment of
independent auditors, to review the plan and scope of any audit of the Company's
financial statements and to review the Company's significant accounting policies
and other related matters.
Compensation Committee. The Compensation Committee consists of seven
directors who are not employees of the Company. Darrayl F. Cannon, Charles E.
Hewitson, Robert K. McNamara, Richard L. Monfort, Masoud S. Shirazi, Gerald J.
Reid and David W. Van Wert currently serve as the members of the Compensation
Committee. The Compensation Committee met twice during 1997. The functions of
the Compensation Committee are to make recommendations to the Board of Directors
regarding the compensation of executive officers and to administer the
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Company's Equity Incentive Plan and Stock Option Plan for Non-Employee
Directors. It also makes recommendations to the Board of Directors with respect
to the compensation of the Chairman of the Board of Directors and the Chief
Executive Officer and approves the compensation paid to other senior executives.
During 1997, the Board of Directors met seven times and various
committees of the Board of Directors met a total of six times. Each incumbent
director attended more than 75% of the meetings of the Board of Directors and
meetings of committees on which such director served.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16 of the Securities Exchange Act of 1934, the Company's
directors and certain of its officers, and persons holding more than ten percent
of the Company's Common Stock are required to file forms reporting their
beneficial ownership of the Company's Common Stock and subsequent changes in
that ownership with the Securities and Exchange Commission. Such persons are
also required to furnish the Company copies of forms so filed. Based upon a
review of copies of such forms filed with the Company, the following directors
and officers were late in filing reports on Forms 3, 4 or 5: August Bruehlman
did not timely file one Form 4 relating to one transaction; Jack Calderon did
not timely file one Form 4 relating to one transaction; Stuart Fuhlendorf did
not timely file one Form 4 relating to one transaction; Brent Hofmeister did not
timely file one Form 4 relating to one transaction; Richard Monfort did not
timely file one Form 4 relating to two transactions; Gerald Reid did not timely
file a Form 4 relating to one transaction; Lucille Reid did not timely file a
Form 4 relating to one transaction; Gregory Hewitson did not timely file a Form
4 relating to one transaction; Matthew Hewitson did not timely file a Form 4
relating to one transaction; Charles Hewitson did not file a Form 4 relating to
one transaction; Lloyd McConnell did not timely file a Form 4 relating to one
transaction; Robert McNamara did not timely file a Form 4 relating to one
transaction; Allen Braswell, Jr. did not timely file a Form 3 and one Form 4
relating to three transactions; and Allen Braswell, Sr. did not file a Form 3
and one Form 4 relating to five transactions. In each case, a Form 5 was filed
on February 15,1998 with the Securities and Exchange Commission.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Compensation of Directors
Directors who are not also employees of the Company receive $1,000 for
each quarter in which the director attended a meeting in person and $250 per
additional Board or committee meeting attended in person, unless such committee
meeting is held in conjunction with a meeting of the full Board of Directors.
The Chairman of the Board of Directors receives $50,000 for service to the
Company in such capacity. Directors who are also employees of the Company
receive no additional compensation for serving as directors. The Company
reimburses all of its directors for reasonable travel and out-of-pocket expenses
in connection with their attendance at meetings of the Board of Directors or
committees of the Board of Directors. The Company has established a Stock Option
Plan for Non-Employee Directors (the "Director Plan"). Under the Director Plan,
the Company makes initial grants of stock options to purchase 10,000 shares of
Common Stock to new directors. Options granted under the Director Plan have an
exercise price equal to the fair market value of the Common Stock on the date of
grant, are subject to certain vesting periods and expire 10 years following the
date of grant.
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Executive Compensation
Summary Compensation Table
The following table sets forth certain information regarding the
compensation paid in the last three fiscal years to each executive officer of
the Company who received total cash compensation of more than $100,000 in 1997.
<TABLE>
<CAPTION>
Long-Term
Compensation
Name and Annual Compensation Awards All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- ------------------ ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Jack Calderon 1997 $200,000 $40,000 200,000 $10,147(1)
President and Chief 1996 (2) $75,000 $ -0- 200,000(3) $24,923(4)
Executive Officer
Stuart W. Fuhlendorf 1997 $85,000 $33,500 110,000 --
Vice President and Chief 1996 $75,000 $5,600 39,200 --
Financial Officer 1995 $65,000 $4,800 -- --
- --------------------
</TABLE>
(1) Represents allocation of income associated with personal use of an
automobile provided by the Company.
(2) Mr. Calderon has served as President and Chief Executive Officer of the
Company since August 1996.
(3) Non-qualified options granted in connection with the commencement of
Mr. Calderon's employment.
(4) Represents a lump-sum payment of $20,000 to defray moving expenses
related to Mr. Calderon's relocation to Greeley, Colorado in connection with the
commencement of his employment with the Company and an allocation of $4,923 of
income associated with personal use of an automobile provided by the Company.
Options Granted
The following table sets forth information concerning options granted in
1997 to the Company's executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
Potential realizable Value at
Assumed Annual Rate of Stock
Percent of Total Price Appreciation for Option
Options Granted Exercise
Options to Employees Price Expiration
Name Granted(#) During 1997 per Share Date 5% 10%
- ---- ---------- ------------- ----------- ------ --- ----
<S> <C> <C> <C> <C> <C> <C>
Jack 100,000 5.0% $5.75 (1) $362,000 $916,000
Calderon 100,000 5.0% $16.25 (2) $1,022,000 $2,590,000
Stuart W. 60,000 3.0% $5.75 (1) $217,200 $549,600
Fuhlendorf 50,000 2.5% $16.25 (2) $511,000 $1,295,000
</TABLE>
- ---------------
(1) Options expire on February 24, 2007, ten years from the date of grant.
(2) Options expire on October 27, 2007, ten years from the date of grant.
9
<PAGE>
Option Exercises and Year End Option Values
The following table sets forth information concerning options exercised
in 1997 and outstanding options held by the Company's executive officers named
in the Summary Compensation Table as of December 31, 1997, the end of the
Company's last fiscal year.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired on Value December 31, 1997(#) at December 31, 1997($)
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Jack Calderon 2,059 $14,732 277,941/120,000 $3,240,035/$210,000
Stuart W. Fuhlendorf 1,372 $10,907 104,128/64,500 $1,176,235/$154,125
</TABLE>
Compensation Committee Report
The report of the Compensation Committee of the Board of Directors
shall not be deemed incorporated by reference into any filing under the
Securities Act of 1933 or under the Securities Exchange Act of 1934 by any
general statement incorporating this proxy statement by reference, except to the
extent that the Company specifically refers to this report as being incorporated
therein by reference, and shall not otherwise be deemed filed under such Acts.
Compensation Policies. The Company's executive compensation policies
are implemented by the Compensation Committee of the Board of Directors (the
"Committee"). The Company is committed to providing an executive compensation
program that promotes and supports the Company's goals and its long-term
business objectives. The Company's compensation programs are intended to provide
executives with incentives to contribute to the Company's successful financial
performance and to enable the Company to attract, retain and reward highly
skilled executive officers who contribute to the long-term success of the
Company. The Company has designed its executive compensation program to
implement the above policies. The Company's executive compensation program is
comprised of three elements, each of which is determined in part by corporate
performance. These elements consist of base salary, annual bonus and equity
incentive compensation.
Base Salary Compensation. The Committee evaluates and establishes the
base salary levels of the President, Chief Executive Officer, the Vice
President, Chief Financial Officer, and the Vice President, Chief Administrative
Officer of the Company. The Committee's determinations are based on certain
factors, none of which are given more weight than any other factor, including, a
survey of compensation levels for companies with market valuations, lines of
business and/or revenues comparable to the Company, level of responsibility,
performance of the Company, including its stock price performance, and
individual performance of the executive officer.
Annual Bonus Compensation. The Company has established a Management
Bonus Plan. The following bonuses were paid in 1998 to executives from the Bonus
Plan for 1997: Mr. Calderon was paid $82,500 Mr. Fuhlendorf was paid $28,050 and
Mr. Bruehlman was paid $21,840. The Committee has determined that for 1998, in
accordance with the Company's executive compensation policies, a bonus plan
based on corporate earnings per share will provide an incentive to executives to
enhance the financial performance of the Company. The 1998 Bonus Plan will
provide the President, Chief Executive Officer, the Vice President, Chief
Financial Officer and the Vice President, Chief Administrative Officer with the
opportunity to receive cash bonuses for specified increases in corporate
earnings per share as determined by the Committee.
Equity Incentive Compensation. Long-term management incentives are provided
by periodically granting stock options to executives and other directors and
managers under the Company's Equity Incentive Plan. The Committee uses
10
<PAGE>
specific criteria to determine such stock option grants. In granting stock
options, the Committee considers factors that are generally the same as those
used in determining base salaries and annual bonuses. The Committee also
considers the number of options previously awarded to and held by executive
officers in determining current option grants.
Compensation of Chief Executive Officer. In connection with his
employment, the Company and Jack Calderon, the Company's President and Chief
Executive Officer negotiated an employment agreement. Mr. Calderon's employment
agreement provides for a base salary of $200,000 per year and annual bonuses
each year, in amounts determined by the Board of Directors up to 50% of Mr.
Calderon's base salary. Such compensation was determined in accordance with the
criteria set forth above. The Committee believes that Mr. Calderon's 1997
compensation was appropriately based on the Company's financial performance.
Based on the Company's financial performance, at the recommendation of the
compensation Committee, the Company's Board of Directors voted to increase Mr.
Calderon's base salary for 1998 to $250,000 and voted to permit Mr. Calderon to
receive annual bonuses of up to 100% of his base salary.
COMPENSATION COMMITTEE
David W. Van Wert, Chair
Darrayl Cannon
Robert K. McNamara
Richard L. Monfort
Masoud S. Shirazi
Gerald J. Reid
Charles E. Hewitson
Certain Transactions Involving Compensation Committee Members
Director Representation of the CTI Companies. Robert K. McNamara, a
member of the Compensation Committee, is a Managing Director of Broadview
Associates LP ("Broadview"), an investment banking firm, and in such capacity
represented the CTI Companies in connection with their acquisition by the
Company. Broadview is an investment bank that has represented numerous companies
in connection with mergers and acquisitions in the technology sector. Broadview
received a fee of $968,125 in connection with the consummation of the
acquisition of the CTI Companies including a fee of approximately$60,000 paid
upon receipt of the $6 million contingent payment referred to below under the
caption "Certain Relationships and Related Transactions -- Other Transactions --
Acquisition of the CTI Companies."
Issuance of Subordinated Notes. Mr. Richard L. Monfort, a member of the
Company's Board of Directors, purchased $15 million in aggregate principal
amount of Subordinated Notes issued by the Company on September 9, 1997. The
Subordinated Notes have a five-year maturity and bear interest at a variable
rate (adjusted monthly) equal to 2.00% over the applicable LIBOR rate. The
principal amount of the Subordinated Notes mature in four annual installments of
$50,000 (commencing on the first anniversary of their issuance) and a final
payment for the balance at maturity. In connection with the issuance of the
Subordinated Notes, the Company issued Warrants to purchase 500,000 shares of
the Company's Common Stock at an exercise price of $8.00 per share to Mr.
Monfort. The Warrants were exercised on October 9, 1997.
11
<PAGE>
Stock Price Performance Graph
The stock price performance graph shall not be deemed incorporated by
reference into any filing under the Securities Act of 1933 or under the
Securities Exchange Act of 1934 by any general statement incorporating this
proxy statement by reference, except to the extent that the Company specifically
refers to this information as being incorporated therein by reference, and shall
not otherwise be deemed filed under such Acts.
The graph below compares the cumulative return of the Company's Common
Stock against the Nasdaq Composite Index, the Nasdaq Electronic Component Index,
which is a published industry index, and an Electronic Manufacturing Service
Index, which is an index of public electronic manufacturing service providers
selected by the Company as representative of the industry in which the Company
competes. The cumulative return depicted is based upon an initial investment of
$100 over the period March 3, 1994 through December 31, 1997 and the last
reported sale price of the Common Stock as reported on the Nasdaq National
Market March 3, 1994 ($7.88), the first day on which the Common Stock was
traded, and on the last trading day of each year ended thereafter, including
December 30, 1994 ($7.63), December 29, 1995 ($4.00), December 30, 1996 ($4.63),
and December 31,1997 ($16.25).
The Company is electing to change from using the Nasdaq Electronic
Component Index to using the internally generated Electronic Manufacturing
Service Index (the "EMS Index") for the purpose of presenting relative stock
price performance information to the extent required in the Company's future
proxy statements. The EMS Index represents a smaller group of companies than the
Nasdaq Electronic Component Index and only includes electronic manufacturing
service providers engaged in business similar to the Company's. In contrast, the
Nasdaq Electronic Component Index includes companies engaged in all areas of
manufacturing electronic components, including both parts and assemblies as well
as circuit boards and finished products. Consequently, the Company believes that
the electronic manufacturing service providers that are included within the EMS
Index are more representative of the industry in which the Company competes. The
Company also believes that industry analysts use groups of companies
substantially similar to those included in the Company's EMS Index when
analyzing the performance of the Company and its competitors. For comparison,
both the EMS Index and the Nasdaq Electronic Component Index are presented in
the following stock price performance graph. In addition to the Company, the EMS
Index includes the following issuers, Altron Incorporated, Benchmark
Electronics, Inc., DII Group, Inc., IEC Electronics Corp., Jabil Circuit, Inc.,
Plexus Corp., Sanmina Corporation, SCI Systems, Inc. and Solectron Corporation.
12
<PAGE>
<TABLE>
<CAPTION>
March 3, December 30, December 29, December 30, December 30,
1994 1994 1995 1996 1997
<S> <C> <C> <C> <C>
Nasdaq Composite Index 100 95.84 134.10 164.55 200.15
Electronic Manufacturing
Service Index 100 87.06 129.62 178.98 305.08
Nasdaq Electronic
Component Index 100 100.43 166.36 287.48 301.68
EFTC Corporation 100 96.83 50.79 58.73 206.35
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements
The Company has entered into employment agreements with certain of its
employees, including Messrs. Calderon and Fuhlendorf. Mr. Calderon's agreement
provides for him to be employed in his current position for a term of two years
ending July 1998. Mr. Fuhlendorf's agreement provides for him to be employed in
his current capacity, for an initial term of three years, which ended in March
1997, automatically extended for 90-day periods until terminated. The Company
may terminate such employment agreements with or without cause. In case of a
termination without cause, however, the Company must continue the terminated
employee's salary and benefits for a "Severance Period." The Severance Period is
the greater of one year (two years if a change in control of the Company has
occurred) or the remaining term of the employment agreement immediately prior to
such termination. The employment agreements also provide for the employee's
salary and benefits to continue for six months after termination of employment
if the employment agreement expires, the parties do not enter into a new
employment agreement and the employee does not remain an employee of the Company
for at least six months after such expiration. Mr. Calderon's Agreement also
provided for the Company to grant to Mr. Calderon non-qualified stock options to
purchase 200,000 shares of Common Stock at an exercise price of $4.125. Of such
200,000 options, 50,000 vested upon the commencement of Mr. Calderon's
employment and the remaining options vested and became exercisable during 1997
in increments upon the Common Stock of the Company achieving certain trading
levels from $6.00 per share to $12.00 per share.
Consulting Agreements
On August 23, 1996, the Company, in connection with the cessation of
Mr. Gerald J. Reid's services as an employee of the Company, entered into a
consulting agreement with Mr. Reid for a term of one year, renewable for three
additional one-year terms. The consulting agreement terminated in January 1998,
in accordance with its terms providing for termination six months after such
time as the closing sale price of the Company's Common Stock was $8.00 per share
or higher for a specified period. Pursuant to this agreement, Mr. Reid received
a payment of $100,000, an automobile previously owned by the Company and a
retainer of $100,000 per year. The consulting agreement also provides that Mr.
Reid will not compete with the Company, directly or indirectly, by participating
in the business of electronic contract manufacturing during the term of the
consulting agreement and for one year thereafter.
On February 24, 1997, the Company entered into five-year consulting
agreements with Messrs. Charles E. Hewitson, Matthew J. Hewitson and Gregory C.
Hewitson. Each of these consultants will be paid approximately $160,000 per year
and reimbursed his out-of-pocket expenses associated with the performance of his
duties. Each has agreed to devote sufficient working time, attention and
energies to the business of the Company, but not in excess of 80% of the
equivalent of being engaged on a full-time basis. The Consulting Agreements
prohibit the consultant from providing services to, or owning 5% or more of the
outstanding stock of, a competitor of the Company during the term of his
engagement and for two years after the termination of his engagement.
13
<PAGE>
Other Transactions
SMI. Sales Management International, Inc. ("SMI") was formed in 1987 by
Jack Calderon, President, Chief Executive Officer and a director of the Company,
Allen S. Braswell, Sr., a director of the Company and Allen S. Braswell, Jr., a
director of the Company. The family of Allen S. Braswell, Sr. controlled the CTI
Companies prior to their acquisition by the Company in September 1997. SMI,
acting as sales agent for CTI, secured a large contract from IBM to repair
computer monitors and received a commission of 2% of revenues derived from such
contract. In November 1990, CTI's Board of Directors passed a resolution stating
that in the event of a change of control of CTI, SMI would receive an amount
equal to the lesser of 2% of the purchase price or $500,000 million. The total
proceeds received by SMI as the result of the acquisition by the Company of the
CTI Companies was $500,000, of which Mr. Calderon received $166,667 representing
his 33.3% interest. Since his employment with the Company, Mr. Calderon has not
received any other compensation from SMI.
Leases. Until November 1997, CTI leased a portion of its repair facilities
in Tampa, Florida from Allen S. Braswell, Sr. a director of the Company. In
November 1997, Mr. Braswell sold this facility to an unrelated third party from
whom the Company continues to lease this facility. The lease covers
approximately 15,000 square feet and the monthly lease cost is $3.44 per square
foot and $300 per month for taxes. The building is used for repair operations
and storage.
The Company currently leases a manufacturing facility in Newberg,
Oregon from Charles Hewitson, Gregory Hewitson and Matthew Hewitson, each of
whom is a director of the Company, and certain members of their family. The
aggregate monthly rental payments under such lease is approximately $23,000. The
Company expects, upon completion of its new facility, which is currently
scheduled for May 1998, to relocate its Newberg operations from the leased
facility to the new facility and to terminate such lease. Until December 1997,
the Company also leased a manufacturing facility in Moses Lake, Washington from
the Hewitsons for an aggregate monthly payment of approximately $8,000.
Acquisition of the CTI Companies. On September 30, 1997, the Company
completed the acquisition of the CTI companies. the consideration for the
acquisition consisted of 1,858,975 shares of Common Stock and an aggregate of
$19,500,000 in cash. Prior to their acquisition by the Company, the CTI
Companies were owned and controlled by the family of Allen S. Braswell, Sr. and
Allen S. Braswell, Jr., each of whom is a director of the Company. In connection
with the acquisitions of the CTI Companies, the Company agreed to register the
resale of the shares of Common Stock issued as consideration under the
Securities Act of 1933 under certain circumstances and also agreed to make
certain payments totaling $6 million to certain owners of the CTI Companies upon
the first to occur of (i) the completion, prior to December 31, 1997, by the
Company of a private placement of common stock, or securities convertible into
or exchangeable for common stock, yielding net proceeds to the Company of $40
million, (ii) the registration and underwritten sale of shares of the Company's
common stock or securities convertible into or exchangeable for the Company's
common stock for the account of the Company or (iii) the achievement by the CTI
Companies of certain earnings thresholds in 1997, 1998 and 1999. Accordingly
such $6 million contingent payment was paid by the Company following the public
offering of Common Stock completed by the Company in November 1997. In addition,
the Company agreed for a term of three years to employ Allen S. Braswell, Jr.
Acquisition of the CE Companies. On February 24, 1997, the Company
completed its acquisition of CEI, and its affiliate, CEWI. The consideration for
the acquisition consisted of a cash payment of $4,900,000 and the issuance of
1,980,000 shares of the Company's Common Stock. Gregory Hewitson, Matthew
Hewitson and Charles Hewitson were the principal shareholders of CEI prior to
its acquisition by the Company and were appointed to the Company's Board of
Directors. In connection with the acquisitions of CEI and CEWI, the Company
agreed to register the resale of such shares of Common Stock under the
Securities Act of 1933 under certain circumstances.
In addition, the information set forth above under the caption "Certain
Transactions Involving Compensation Committee Members" is incorporated herein by
reference.
14
<PAGE>
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of KPMG Peat Marwick LLP
as independent auditors to audit the financial statements of the Company for the
year ending December 31, 1998.
Representatives from KPMG Peat Marwick LLP are expected to be present
at the Meeting and shall have the opportunity to make a statement, if they
desire to do so, and will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR this proposal to ratify
the appointment of KPMG Peat Marwick LLP as the Company's independent auditors.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder intended to be presented at the 1999
annual meeting of shareholders must be received by the Company on or before
December 22, 1998 to be included in the proxy materials of the Company relating
to such Meeting.
OTHER BUSINESS
The Company does not anticipate that any other matters will be brought
before the Meeting. However, if any additional matters shall properly come
before the Meeting, it is intended that the persons authorized under proxies
may, in the absence of instructions to the contrary, vote or act thereon in
accordance with their best judgment.
BY THE BOARD OF DIRECTORS
August P. Bruehlman
Secretary
Denver, Colorado
April 21, 1998
15
<PAGE>
EFTC CORPORATION
9351 Grant Street, Suite 600
Denver, CO 80229
Proxy for Annual Meeting of Shareholders to be held on June 4, 1998
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Jack Calderon and Stuart W. Fuhlendorf, or
either of them, with full power of substitution, as a proxy or proxies to
represent the undersigned at the Annual Meeting of Shareholders to be held on
June 4, 1998 or any adjournment thereof (the "Annual Meeting") and to vote
thereat, as designated below, all the shares of common stock of EFTC Corporation
held of record by the undersigned at the close of business on April 13, 1998,
with all the power that the undersigned would possess if personally present, in
accordance with the instructions noted hereon, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL OF THE LISTED
NOMINEES AND APPROVAL OF ITEM 2. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE
VOTED PURSUANT TO THE BOARD OF DIRECTORS RECOMMENDATIONS.
1. PROPOSAL TO ELECT THREE CLASS I DIRECTORS to serve until the 2001 annual
meeting of shareholders, TO ELECT TWO CLASS II DIRECTORS to serve until the
1999 annual meeting of shareholders and TO ELECT ONE CLASS III DIRECTOR to
serve until the 2000 annual meeting of shareholders. To withhold authority
for any individual, strike through his name below.
<TABLE>
<S> <C>
o For all nominees listed (except as marked to the contrary) o WITHHOLD AUTHORITY to vote for all
nominees listed
Nominees: CLASS I DIRECTORS: Allen S. Braswell, Jr., James A. Doran and Richard L. Monfort
CLASS II DIRECTORS: Charles E. Hewitson and Robert K. McNamara
CLASS III DIRECTOR: Robert Monaco
</TABLE>
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG Peat Marwick LLP as the
independent auditors to audit the financial statements of the Company for
the fiscal year ending December 31, 1998.
o FOR o AGAINST o ABSTAIN
PLEASE DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
<PAGE>
The shares represented by this proxy will be voted as directed by the
shareholder. In his discretion, either named proxy may vote on such other
business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
This proxy revokes all prior proxies with respect to the Annual Meeting and
may be revoked prior to exercise. Receipt of the Notice of Annual Meeting of
Shareholders and the Proxy Statement relating to the Annual Meeting is hereby
acknowledged.
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATION, MERELY
SIGN BELOW; NO BOXES NEED TO BE CHECKED
Please mark, sign, date and
return the proxy card
promptly, using the
enclosed envelope.
Date
Signature
Signature if
held jointly
Please sign exactly as name
appears hereon. When shares
are held by joint tenants,
both should sign. When
signing as attorney, as
executor, administrator,
trustee or guardian, please
give full title as such. If
a corporation, please sign
in full corporate name by
President or other
authorized officer. If a
partnership, please sign in
partnership name by
authorized person.
<PAGE>
