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, 1999
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, 1999 at 9:00 a.m., local time, for the following purposes:
1. To elect three Class II directors to serve until the 2002 annual
meeting of shareholders;
2. To ratify the appointment of KPMG LLP as independent auditors for the
Company for the fiscal year ending December 31, 1999; 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, 1999 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 29, 1999
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.
<PAGE>
EFTC CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
June 4, 1999
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, 1999, 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 30, 1999.
Shares Outstanding and Voting Rights
The Company's Board of Directors has fixed the close of business on
April 13, 1999 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 15,542,989 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 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.
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
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<PAGE>
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 three nominees listed
under the caption "Election of Directors," and (2) the ratification of the
appointment of KPMG LLP to serve as independent auditors for the Company for the
year ending December 31, 1999.
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, 1998, 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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<PAGE>
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of April 13,
1999, 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:
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name of Beneficial Owner Beneficial Ownership Common Stock(1)
- ------------------------ ---------------------- ---------------
<S> <C> <C>
Gerald J. Reid 486,102 (2) 3.0%
Jack Calderon 233,948 (3) 1.5%
Stuart W. Fuhlendorf 89,881 (4) *
James A. Doran 16,179 (5) *
Richard L. Monfort 748,979 (5)(6) 4.7%
Robert K. McNamara 28,083 (7) *
Masoud S. Shirazi 43,779 (5)(8) *
Charles E. Hewitson 1,596,593 (9) 10.0%
August P. Bruehlman 72,133 (10) *
Allen S. Braswell, Jr. 1,767,200 (11) 11.0%
Robert Monaco 640,000 (12) 4.0%
Robert Child 50,615 (13) *
Chuck Tillett -- *
Val M. Avery 12,500 (14) *
ICM Asset Management, Inc. 857,050 (15) 5.3%
Deltec Asset Management Corporation 892,000 (16) 5.6%
FMR Corp. 800,000 (17) 5.0%
All directors and executive officers as a
group, including persons named above
(13 persons) 5,735,377 (18) 35.7%%
</TABLE>
- ---------------------
* 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, 1999, greater than
five percent of the outstanding Common Stock of the Company.
(2) Includes 5,375 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. Also
includes 241,301 shares of Common Stock that are held by Lucille Reid,
Gerald, R. Reid's wife.
(3) Includes 117,941 shares of Common Stock subject to currently exercisable,
non-qualified options granted in connection with the commencement of Mr.
Calderon's employment and 112,307 shares of Common Stock subject to
currently exercisable options granted pursuant to the Company's Equity
Incentive Plan.
(4) Includes 89,781 shares of Common Stock subject to currently exercisable
options granted under the Company's Equity Incentive Plan.
(5) Includes 15,479 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.
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<PAGE>
(6) Includes 125,000 shares of Common Stock owned by a partnership in which
Mr. Monfort is the principal investor and 87,000 shares of Common Stock
owned by three of Mr. Monfort's minor children.
(7) Includes 13,083 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. Also includes 15,000 shares of Common Stock owned jointly with
Irene Z. McNamara, Mr. McNamara's wife.
(8) Includes 300 shares of Common Stock owned by several of Mr. Shirazi's
minor children.
(9) Includes 5,375 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. Also
includes 530,406 shares of Common Stock owned by Matthew Hewitson and
530,406 shares of Common Stock owned by Gregory Hewitson, brothers of
Charles Hewitson. Charles Hewitson disclaims beneficial ownership of the
shares of Common Stock owned by Matthew Hewitson and Gregory Hewitson.
(10) Includes 71,633 shares subject to currently exercisable options granted
under the Company's Equity Incentive Plan.
(11) 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 11,000
shares held in the Allen S. Braswell, Sr. Family Limited Partnership, of
which Allen S. Braswell, Sr., Allen S. Braswell, Jr.'s father, is the
general partner. Also includes 6,819 shares subject to currently
exercisable options granted under the Company's Equity Incentive Plan.
(12) Mr. Monaco's address is Personal Electronics, Inc., 1 Perimeter Road,
Manchester, NH 03130. (13) Includes 50,615 shares subject to currently
exercisable options granted under the Company's Equity Incentive Plan.
(14) Includes 12,500 shares of Common Stock subject to currently exercisable
options granted under the Company's Equity Incentive Plan.
(15) The address of ICM Asset Management, Inc. is 601 W. Main Street, Suite
600, Spokane, WA 99201.
(16) The address of Deltec Asset Management Corporation is 645 Fifth Avenue,
New York, NY 10022.
(17) The address of FMR Corp. is 82 Devonshire Street, Boston, MA 02109.
(18) Of such 5,735,377 shares, as of April 13, 1999, 481,251 represent shares
of Common Stock subject to options that are currently exercisable or,
within 60 days of April 13, 1999, will become exercisable.
PROPOSAL 1 - ELECTION OF DIRECTORS
The number of members of the Company's Board of Directors is currently
fixed at 10. 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 II directors, whose terms expire at the Meeting, include Jack
Calderon, Charles E. Hewitson and Robert K. McNamara. The Class I directors,
whose terms expire at the 2001 annual meeting of shareholders, include Allen S.
Braswell, Jr., James A. Doran and Richard L. Monfort. The Class III directors,
whose terms expire at the 2000 annual meeting of shareholders, include Stuart W.
Fuhlendorf, Gerald J. Reid and Masoud S. Shirazi.
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 II directors identified above. The Company intends that all properly
executed proxies will be voted for these three 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.
4
<PAGE>
Information Concerning the Nominees
Class II Directors
Jack Calderon, 46, has been the Company's President and Chief Executive
Officer since August 1996 and Chairman of the Board since June 1998. 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 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.
Charles E. Hewitson, 49, 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.
Robert K. McNamara, 45, has served since August 1995 as a Managing
Director for Broadview International 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 the Company since February 1996.
The Board of Directors recommends a vote FOR each Nominee
Information Concerning the Directors Continuing in Office
Class I Directors (Terms Expire in 2001)
James A. Doran, 44, 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 the
present, 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.
Allen S. Braswell, Jr., 40, 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,
5
<PAGE>
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 III Directors (Terms Expire in 2000)
Stuart W. Fuhlendorf, 36, 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.
Robert Monaco, 37, 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.
Gerald J. Reid, 58, a founder of the Company, had been Chairman of the
Board of Directors from October 1990 until June 1998. 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, 48, 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.
Other Executive Officers
Val M. Avery, 49, has been the Company's Chief Information Officer since
June 1998. Prior to joining the Company, from 1997 until June 1998, Mr. Avery
was an independent management consultant. From 1997 to 1996, Mr. Avery was
Director of Enterprise Solutions for Solbourne, Inc., a consulting services
company. Prior to that, from 1992 to 1996, Mr. Avery was a Senior Industry
Consultant for Oracle Corporation.
August P. Bruehlman, 43, 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 and human
resources. Prior to 1988, subsequent to pursuing advanced degrees, he managed
electronics and computer training in the private and public sectors.
Charles D. Tillett, 49, has been the Company's Chief Operations Officer
since October 1998. Prior to joining the Company, from 1996 to 1998, Mr. Tillett
held a variety of positions with Avex Electronics Inc., an electronic contract
manufacturer, including Vice President of Worldwide Operations and Vice
President of Overseas Operations. Prior to his work for Avex, Mr. Tillett was
President and Chief Operating Officer for Comptronix Corporation from December
1992 to June 1996.
The Company's executive officers are Messrs. Avery, Braswell, Bruehlman,
Calderon, Fuhlendorf and Tillett.
6
<PAGE>
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 four directors who are
not employees of the Company. James A. Doran, Robert K. McNamara, Masoud S.
Shirazi and Richard L. Monfort currently serve as the members of the Audit
Committee. Mr. Monfort has served on the Audit Committee since June 1998. Prior
to their resignation from the Board of Directors in June 1998 pursuant to a plan
to reduce the size of the Board of Directors, David Van Wert and Darryl Cannon
also served on the Board's Audit Committee. The Audit Committee met three times
during 1998. 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 currently consists of
directors who are not employees of the Company. Charles E. Hewitson, Robert K.
McNamara, Richard L. Monfort, Masoud S. Shirazi and Gerald J. Reid currently
serve as the members of the Compensation Committee. Prior to their resignation
from the Board of Directors in June 1998 pursuant to a plan to reduce the size
of the Board of Directors, David Van Wert and Darrayl Cannon also served on the
Board's Compensation Committee. The Compensation Committee met three times
during 1998. 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 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 1998, the Board of Directors met 20 times and various committees
of the Board of Directors met a total of seven 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, Val Avery and Chuck
Tillett were late in filing reports on Forms 3.
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 $250 per
additional Board or committee meeting attended in person, unless such committee
meeting is held in conjunction with a meeting of the full Board of Directors.
Directors who are also employees of the Company receive no additional
compensation for serving as directors. The Company reimburses all of its
directors for reasonable travel and out-of-pocket expenses in connection with
their attendance at meetings of the Board of Directors or committees of the
Board of Directors. The Company has established a Stock Option Plan for
Non-Employee Directors (the "Director Plan"). Under the Director Plan, the
Company makes initial grants of stock options to purchase 10,000 shares of
Common Stock to new directors. Options granted under the Director Plan have an
exercise price equal to the fair market value of the Common Stock on the date of
grant, are subject to certain vesting periods and expire 10 years following the
date of grant.
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<PAGE>
Executive Compensation - Summary Compensation Table
The following table sets forth certain information regarding the
compensation paid in the last three fiscal years to the most highly compensated
executive officers of the Company.
<TABLE>
<CAPTION>
Long-Term
Compensation
Name and Annual Compensation Awards All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
- ------------------ ---- --------- -------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
Jack Calderon 1998 * $240,885 $82,500 175,000(3) $ 2,218(1)
President and Chief 1997 $200,000 $40,000 200,000 $10,147(1)
Executive Officer 1996 (2) $75,000 -- 200,000(4) $24,923(5)
Stuart W. Fuhlendorf 1998 * $178,385 $28,050 24,615(6) --
Vice President and Chief 1997 $85,000 $33,500 110,000 --
Financial Officer 1996 $75,000 $5,600 39,200 --
August P. Bruehlman 1998 * $120,692 $21,840 14,769(7) --
Chief Administrative 1997 $77,086 $7,800 75,000 --
Officer and Secretary 1996 $69,893 -- 24,000 --
Allen S. Braswell, Jr. 1998 * $168,756 $14,438 60,818(9) 16,849 (10)
Senior Vice President and 1997 (8) $47,115 -- 110,000 --
President of EFTC Services
Robert Child 1998 * $120,692 $25,074 2,462(11) --
Director of Corporate 1997 $72,266 $5,000 70,000 --
Purchasing 1996 $67,892 -- -- --
</TABLE>
- --------------------
* All of the officers named in this table voluntarily forfeited their
salaries for one pay period to assist the Company's short-term liquidity
position. If they had collected their salaries for that pay period, Mr.
Calderon's salary for 1998 would have been $250,000; Mr. Fuhlendorf's
salary for 1998 would have been $185,000; Mr. Bruehlman's salary for 1998
would have been $125,000; Mr. Braswell's salary for 1998 would have been
$175,000; and Mr. Child's salary for 1998 would have been $125,000.
(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) Mr. Calderon was granted 350,000 options in June 1998. These options were
canceled and Mr. Calderon was granted 175,000 new options in connection
with a repricing of options by the Company in December 1998.
(4) Non-qualified options granted in connection with the commencement of Mr.
Calderon's employment.
(5) 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.
(6) 50,000 options granted to Mr. Fuhlendorf in 1997 were canceled and 24,615
new options were granted to Mr. Fuhlendorf in connection with a repricing
of options by the Company in December 1998.
(7) 30,000 options granted to Mr. Bruehlman in 1997 were cancelled and 14,769
new options were granted to Mr. Bruehlman in connection with a repricing of
options by the Company in December 1998.
(8) Mr. Braswell has been employed by the Company or a subsidiary of the
Company since September 1997.
(9) 110,000 options granted to Mr. Braswell in 1997 were cancelled and 60,818
new options were granted to Mr. Braswell in connection with a repricing of
options by the Company in December 1998.
(10) Represents payment to defray moving expenses related to Mr. Braswell's
relocation to Denver, Colorado in connection with his employment with the
Company.
(11) 5,000 options granted to Mr. Child in 1997 were cancelled and 2,462 new
options were granted to Mr. Child in connection with a repricing of
options by the Company in December 1998.
8
<PAGE>
Options Granted
The following table sets forth information concerning options granted in
1998 to the Company's executive officers named in the Summary Compensation
Table.
<TABLE>
<CAPTION>
Percent (%)
of Total Potential Realizable Value at
Number Options Assumed Annual Rate of Stock
of Granted to Exercise Price Appreciation for Option
Options Employees Price per Expiration
Name Granted During 1998 Share Date 5% 10%
- ---- ------- ----------- ----- ---- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Jack Calderon 175,000 6.7 $8.00 12/14/08 $880,250 $2,231,250
Stuart W. Fuhlendorf 24,615 0.1 $8.00 12/14/08 $123,813 $313,841
August P. Bruehlman 14,769 0.1 $8.00 12/14/08 $ 74,288 $188,305
Allen S. Braswell, Jr. 60,818 2.4 $8.00 12/1408 $305,915 $775,430
Robert Child 2,462 * $8.00 12/1408 $ 12,384 $31,391
</TABLE>
- ---------------
* Less than 0.1%.
Option Exercises and Year End Option Values
The following table sets forth information concerning options exercised
in 1998 and outstanding options held by the Company's executive officers named
in the Summary Compensation Table as of December 31, 1998, the end of the
Company's last fiscal year.
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options at In-the-Money Options
Acquired on Value December 31, 1998(#) at December 31, 1998($)
Name Exercise(#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
<S> <C> <C> <C> <C>
Jack Calderon 80,000 $729,800 230,248 / 211,924 $110,275 / $0
Stuart W. Fuhlendorf 35,000 $342,765 89,781 / 18,462 $ 13,760 / $0
August P. Bruehlman 20,000 $197,150 71,633 / 11,077 $ 11,028 / $0
Allen S. Braswell, Jr. -- $ 0 6,819 / 60,818 $ 0 / $0
Robert Child 7,941 $ 63,528 50,615 / 1,847 $ 0 / $0
</TABLE>
9
<PAGE>
Report on Repricing of Options
On December 10, 1998, the Board of Directors of the Company determined
that, as a result of a decline in the price of the Common Stock, outstanding
stock options granted to employees had exercise prices above the then recent
historical trading prices for the Common Stock. The Board believed the disparity
between the exercise price of the stock options and the then current market
price no longer provided a meaningful long-term incentive to the employees. The
Board believes that the issuance of stock options increases the incentive of,
and attracts and encourages the continued employment and service of, qualified
officers and other key employees by facilitating their purchase of a stock
interest in the Company. The Board undertook option repricing in order to
restore the utility of the stock options as effective incentives.
The Board voted to offer employees the ability to cancel all of their
options with an exercise price of greater than $8.00 per share and to regrant to
employees who accepted the offer new stock options with an exercise price of
$8.00 per share with a reduction in the number of options issued which was
proportionate to the decrease in exercise price. The regranted stock options
were different from the canceled options in the following ways: (i) the exercise
price; (ii) the new options may not be exercised for one year from the date of
repricing, or December 15, 1999; and (iii) the new options expire ten years from
the date of regrant, or December 14, 2008.
The Company's employees exchanged approximately 1.9 million stock
options. The following table sets forth information concerning options repriced
in 1998 which were held by the Company's executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Number of Length of
Securities Market Price Option Term
Underlying of Stock at Exercise Price New Remaining at
Options Time of at Time of Exercise Date of
Name Date Repriced Repricing Repricing Price Repricing
- ---- ---- -------- --------- --------- ----- ---------
<S> <C> <C> <C> <C> <C> <C>
Jack Calderon 12/15/98 350,000 $3.781 $16.00 $8.00 9 yrs, 6 mo.
12/15/98 100,000 $3.781 $16.25 $8.00 8 yrs, 10 mo.
Stuart W. Fuhlendorf 12/15/98 50,000 $3.781 $16.25 $8.00 8 yrs, 10 mo.
August P. Bruehlman 12/15/98 30,000 $3.781 $16.25 $8.00 8 yrs, 10 mo.
Allen S. Braswell, Jr. 12/15/98 100,000 $3.781 $14.31 $8.00 8 yrs, 9 mo.
12/15/98 10,000 $3.781 $16.25 $8.00 8 yrs, 10 mo.
Robert Child 12/15/98 5,000 $3.781 $16.25 $8.00 8 yrs, 10 mo.
</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
10
<PAGE>
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 and Chief Executive Officer, the Chief
Financial Officer, the Chief Administrative Officer, the Chief Information
Officer, the Chief Operations Officer, the President of the EFTC Services Group
and the Senior Vice Presidents 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. No bonuses were paid in 1999 to executives from the Management Bonus
Plan for 1998. The Committee has determined that for 1999, in accordance with
the Company's executive compensation policies, a bonus plan based on achieving
specific performance targets, including corporate earnings per share, and will
provide an incentive to executives to enhance the financial performance of the
Company. The 1999 Bonus Plan will provide the President and Chief Executive
Officer, the Chief Financial Officer, the Chief Administrative Officer, the
Chief Information Officer, the Chief Operations Officer, the President of the
EFTC Services Group and the Senior Vice Presidents of the Company with the
opportunity to receive cash bonuses for achieving specific performance targets
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 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 an initial base salary of $250,000 for 1998, with annual
increases in base salary for the term of the agreement, and annual bonuses each
year, in amounts determined by the Board of Directors up to 100% 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 1998
compensation was appropriately based on the Company's financial performance.
COMPENSATION COMMITTEE
Robert K. McNamara, Chair
Richard L. Monfort
Masoud S. Shirazi
Gerald J. Reid
Charles E. Hewitson
Certain Transactions Involving Compensation Committee Members
Director Representation of Personal Electronics. Robert K. McNamara, a
member of the Compensation Committee, is a Managing Director of Broadview
International LLC ("Broadview"), an investment banking firm, and in such
capacity represented Personal Electronics in connection with its 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 $642,500 in connection with the consummation of the
acquisition of Personal Electronics.
Sale/Leaseback Transaction. Richard L. Monfort, a member of the
Compensation Committee, entered into a sale/leaseback transaction with the
Company. The Company sold two manufacturing facilities located in Newburg,
11
<PAGE>
Oregon and Tucson, Arizona to Mr. Monfort for $10.5 million. Mr. Monfort leased
these manufacturing facilities back to the Company for a term of five years with
monthly payments of $90,000. At the end of the lease term, the Company has the
option to repurchase the facilities for approximately $9.4 million. If the
option is not exercised, the Company can renew the lease for an additional five
years under similar terms, subject to adjustment for interest rates in effect at
the time of renewal.
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. As of December 31,
1998, the outstanding principal amount of the Subordinated Notes was
approximately $5 million.
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 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, 1998 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),
December 31,1997 ($16.25) and December 31, 1998 ($5.063).
The Company is using the internally generated Electronic Manufacturing
Service Index (the "EMS Index") for the purpose of presenting relative stock
price performance information in the Company's 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. In addition to the Company, the EMS Index includes
the following issuers: Benchmark Electronics, Inc., DII Group, Inc., IEC
Electronics Corp., Jabil Circuit, Inc., Plexus Corp., Sanmina Corporation, SCI
Systems, Inc. and Solectron Corporation. Altron Incorporated had been included
in the Company's EMS index in the past, but was eliminated after it was acquired
by Sanmina Corporation.
12
<PAGE>
[Graph omitted]
<TABLE>
<CAPTION>
March 3, December 30, December 29, December 31, December 31, December 31,
1994 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C>
Nasdaq Composite
Index 100 95.84 134.10 164.55 200.15 279.47
Electronic
Manufacturing
Service Index 100 87.06 129.62 178.98 276.29 416.82
EFTC Corporation 100 96.83 50.79 58.73 206.35 64.29
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment Agreements
The Company has entered into employment agreements with certain of its
employees, including Messrs. Braswell, Calderon, Fuhlendorf and Monaco.
Braswell Employment Agreement. Mr. Braswell's agreement provides for
him to be employed in his current position for a term of three years, expiring
on September 30, 2000, at a base salary of $175,000. The Company may terminate
such employment agreement with or without cause. In case of a termination
without cause, however, the Company must continue the terminated employee's
salary and benefits for six months or one year, depending when the employment
agreement is terminated, if the terminated employee agrees to sign a release.
Calderon Employment Agreement. Mr. Calderon's agreement provides for
him to be employed in his current position for a term of approximately three and
one-half years ending December 21, 2001 which then automatically
13
<PAGE>
extends for 90-day periods until terminated. Mr. Calderon's agreement provides
for a base salary of $250,000 for the year ended December 31, 1998, a base
salary of $300,000 for the year ended December 31, 1999 and a base salary of
$350,000 for the remaining term of the employment agreement. The Company may
terminate such employment agreement 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 of one year. Mr.
Calderon's agreement also provides for his salary and benefits to continue for
twelve months after termination of employment if the employment agreement
expires, and Mr. Calderon does not remain an employee of the Company. Mr.
Calderon's agreement also provides for the Company to grant to Mr. Calderon
non-qualified stock options to purchase 350,000 shares of Common Stock at an
exercise price of $16.00. Mr. Calderon elected to reprice such options in
December 1998. See "Report on Repricing of Options." Such options vest in 10%
increments upon the Common Stock of the Company achieving certain trading levels
above the exercise price.
Fuhlendorf Employment Agreement. 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 agreement 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. Mr. Fuhlendorf's agreement also
provides 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.
Monaco Employment Agreement. Mr. Monaco's agreement provides for him to
be employed in his current capacity for an initial term of two years, expiring
on March 31, 2000, at a base salary of $125,000. The Company may terminate such
employment agreement with or without cause. In case of a termination without
cause, however, the Company must continue the terminated employee's salary and
benefits for the remaining term of the employment agreement immediately prior to
such termination, if the terminated employee agrees to sign a release.
Consulting Agreements
Reid Consulting Agreement. 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.
Hewitson Consulting Agreements. 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.
Other Transactions
Acquisition of Personal Electronics. On March 31, 1998, the Company
completed its acquisition of RM Electronics, a New Hampshire corporation doing
business as Personal Electronics, Inc. The consideration for the acquisition
consisted of the issuance of 1,800,000 shares of the Company's Common Stock.
Robert Monaco and Raymond Marshall were the principal shareholders of Personal
Electronics prior to its acquisition by the Company and Robert Monaco was
appointed to the Company's Board of Directors. In connection with the
acquisition of Personal
14
<PAGE>
Electronics, 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.
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed the firm of KPMG LLP as
independent auditors to audit the financial statements of the Company for the
year ending December 31, 1999.
Representatives from KPMG 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 LLP as the Company's independent auditors.
SHAREHOLDER PROPOSALS
Any proposal by a shareholder intended to be presented at the 2000
annual meeting of shareholders must be received by the Company on or before
December 30, 1999 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 29, 1999
15
<PAGE>
EFTC CORPORATION
9351 Grant Street, Suite 600
Denver, CO 80229
Proxy for Annual Meeting of Shareholders to be held on June 4, 1999
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, 1999 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, 1999,
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 II DIRECTORS to serve until the 2002 annual
meeting of shareholders. To withhold authority for any individual, strike
through his name below.
o For all nominees listed (except as marked to the contrary)
o WITHHOLD AUTHORITY to vote for all nominees listed
Nominees: CLASS II DIRECTORS:
Jack Calderon, Charles E. Hewitson and Robert K. McNamara
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP as the independent auditors to
audit the financial statements of the Company for the fiscal year ending
December 31, 1999.
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 , 1999
Signature
Signature (if held jointly)
Title
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.
