<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
CIDCO INCORPORATED
- --------------------------------------------------------------------------------
(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> 2
[CIDCO LOGO]
April 28, 2000
Dear Stockholder:
This year's annual meeting of stockholders will be held on Wednesday, May
24, 2000, at 10:00 a.m. local time, at the Company's principal offices, 220
Cochrane Circle, Morgan Hill, California. You are cordially invited to attend.
The Notice of Annual Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.
After reading the Proxy Statement, please promptly mark, sign and return
the enclosed proxy card in the prepaid envelope to assure that your shares will
be represented. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE,
SIGN, DATE AND RETURN THE ACCOMPANYING PROXY PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE. Regardless of the number of shares you own, your careful
consideration of, and vote on, the matters before our stockholders is important.
A copy of the Company's Annual Report to Stockholders is also enclosed for
your information. At the annual meeting we will review the activities of CIDCO
Incorporated over the past year and our plans for the future. We look forward to
seeing you at the annual meeting.
Very truly yours,
/s/ PAUL G. LOCKLIN
PAUL G. LOCKLIN
President and Chief Executive Officer
<PAGE> 3
[CIDCO LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2000
Dear Stockholders:
Please take notice that the annual meeting of the stockholders of CIDCO
Incorporated, a Delaware corporation (the "Company"), will be held on May 24,
2000, at 10:00 a.m. local time, at the Company's principal offices located at
220 Cochrane Circle, Morgan Hill, California, for the following purposes:
1. To elect two (2) Class C directors to hold office for a three-year term
and until each director's successor is elected and qualified.
2. To consider, approve and ratify the appointment of
PricewaterhouseCoopers LLP as the Company's independent public auditors for the
year ending December 31, 2000.
3. To transact such other business as may properly be brought before the
meeting.
Stockholders of record at the close of business on April 24, 2000 are
entitled to notice of, and to vote at, this meeting and any adjournment or
postponement. For ten days prior to the meeting, a complete list of stockholders
entitled to vote at the meeting will be available for examination by any
stockholder, for any purpose relating to the meeting, during ordinary business
hours at the Company's principal offices located at 220 Cochrane Circle, Morgan
Hill, California.
By Order of the Board of Directors,
/s/ RICHARD D. KENT
RICHARD D. KENT
Secretary
Morgan Hill, California
April 28, 2000
IMPORTANT: Please fill in, date, sign and promptly mail the enclosed proxy
card in the accompanying postage-paid envelope to assure that your shares
are represented at the meeting. If you attend the meeting, you may choose
to vote in person even if you have previously sent in your proxy card.
<PAGE> 4
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
The accompanying proxy is solicited by the Board of Directors of CIDCO
Incorporated, a Delaware corporation (the "Company"), for use at its 2000 Annual
Meeting of Stockholders to be held on May 24, 2000 (the "Annual Meeting") or any
adjournment or postponement, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. The date of this Proxy Statement is
April 28, 2000, the approximate date on which this Proxy Statement and the
accompanying form of proxy were first sent or given to stockholders.
SOLICITATION AND VOTING OF PROXIES
The cost of soliciting proxies will be borne by the Company. In addition to
soliciting stockholders by mail through its employees, the Company will request
banks and brokers, and other custodians, nominees and fiduciaries, to solicit
their customers who have stock of the Company registered in the names of such
persons and will reimburse them for their reasonable, out-of-pocket costs. The
Company may use the services of its officers, directors and others to solicit
proxies, personally or by telephone, without additional compensation.
On April 24, 2000, the Company had outstanding 13,868,675 shares of its
Common Stock, par value $0.01 per share ("Common Stock"), all of which are
entitled to vote with respect to all matters to be acted upon at the Annual
Meeting. Each stockholder of record as of that date is entitled to one vote for
each share of Common Stock held by him or her. The Company's Bylaws provide that
a majority of all of the shares of the stock entitled to vote, whether present
in person or represented by proxy, shall constitute a quorum for the transaction
of business at the meeting. Votes for and against, abstentions and "broker
non-votes" will each be counted as present for purposes of determining the
presence of a quorum.
All valid proxies received before the meeting will be exercised. All shares
represented by a proxy will be voted, and where a stockholder specifies by means
of his or her proxy a choice with respect to any matter to be acted upon, the
shares will be voted in accordance with the specification so made. If no choice
is indicated on the proxy, the shares will be voted in favor of the proposal. A
stockholder giving a proxy has the power to revoke his or her proxy at any time
before the time it is exercised by delivering to the Secretary of the Company a
written instrument revoking the proxy or a duly executed proxy with a later
date, or by attending the meeting and voting in person.
<PAGE> 5
INFORMATION ABOUT CIDCO INCORPORATED
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 31, 2000, certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each stockholder known by the Company to be the beneficial owner of more than 5%
of the Company's Common Stock, (ii) each director and director-nominee of the
Company, (iii) each person named in the Summary Compensation Table below and
(iv) all directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
NAME OF BENEFICIAL OWNER(1) OWNERSHIP OUTSTANDING(2)
- ------------------------------------------------------------ ----------------- --------------
<S> <C> <C>
Arthur A. Watson, Jr........................................ 1,335,700(3) 9.3
2787 Burning Daylight Farm
Free Union, Virginia 22940
Paul G. Locklin............................................. 1,046,333(4) 7.2
Trimark Financial Corporation............................... 947,000(5) 6.6
One First Canadian Place, Suite 5600, P.O. Box 487
Toronto Ontario M5X 1E5
Dimensional Fund Advisors Inc............................... 970,300(6) 6.7
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Daniel L. Eilers............................................ 270,000(7) 1.8
Timothy J. Dooley........................................... 86,033(8) *
Ernest K. Jacquet........................................... 91,711(9) *
Richard D. Kent............................................. 69,305(10) *
Ian G.A. Laing.............................................. 67,361(11) *
William A. Sole............................................. 62,501(12) *
John Floisand............................................... 7,500(13) *
Robert Lee.................................................. 7,500(14) *
Marv Tseu................................................... 7,500(15) *
All current directors and executive officers as a group (10 1,715,744(16)
persons).................................................. 11.3
</TABLE>
- ------------------------------
* Less than 1%.
(1) Except as indicated in the footnotes to this table, to the Company's
knowledge the persons named in the table have sole voting and dispositive
power with respect to all shares of Common Stock shown as beneficially
owned by them, subject to community property laws, where applicable.
(2) Calculated on the basis of 14,416,735 shares of Common Stock outstanding as
of January 31, 2000, except that shares of Common Stock underlying options
exercisable within 60 days of January 31, 2000 are deemed to be outstanding
for purposes of calculating the beneficial ownership of Common Stock of the
holders of such options.
(3) Based on a Schedule 13G/A filed on February 9, 2000 with the Securities and
Exchange Commission. Includes 163,300 shares for which Mr. Watson shares
voting power with certain members of his immediate family, and includes
233,200 shares for which Mr. Watson shares dispositive power with certain
members of his immediate family.
(4) Includes 188,333 shares subject to options exercisable within 60 days of
January 31, 2000.
(5) Based on a Schedule 13G filed on February 1, 2000 with the Securities and
Exchange Commission.
(6) Based on a Schedule 13G filed on February 4, 2000 with the Securities and
Exchange Commission.
2
<PAGE> 6
(7) Represents 270,000 shares subject to options exercisable within 60 days of
January 31, 2000.
(8) Represents 86,033 shares subject to options exercisable within 60 days of
January 31, 2000.
(9) Includes 69,000 shares held by J&R Investment Management Co. of which Mr.
Jacquet is an officer, director and 50% stockholder and 7,500 shares
subject to options exercisable within 60 days of January 31, 2000.
(10) Includes 67,326 shares subject to options exercisable within 60 days of
January 31, 2000.
(11) Represents 67,361 shares subject to options exercisable within 60 days of
January 31, 2000.
(12) Represents 62,501 shares subject to options exercisable within 60 days of
January 31, 2000.
(13) Represents 7,500 shares subject to options exercisable within 60 days of
January 31, 2000.
(14) Represents 7,500 shares subject to options exercisable within 60 days of
January 31, 2000.
(15) Represents 7,500 shares subject to options exercisable within 60 days of
January 31, 2000.
(16) See notes (4) and (7) through (15). Includes 771,554 shares subject to
options exercisable within 60 days of January 31, 2000.
3
<PAGE> 7
MANAGEMENT
The table below sets forth, for the Company's directors, including the
Class C nominees to be elected at the Annual Meeting, certain information
regarding the background and the age of each director.
<TABLE>
<CAPTION>
DIRECTOR
NAME POSITION WITH THE COMPANY AGE SINCE
- ---------------------------------- ----------------------------------------------------- ------------ ------------
<S> <C> <C> <C>
Class A directors whose terms expire at the 2001 Annual Meeting of Stockholders:
Daniel L. Eilers.................. Director 45 1997
John Floisand..................... Director 56 1999
Class B directors whose terms expire at the 2002 Annual Meeting of Stockholders:
Ernest K. Jacquet................. Director 53 1993
Marv Tseu......................... Director 52 1999
Class C directors nominated for election at the 2000 Annual Meeting of Stockholders:
Paul G. Locklin................... Director 54 1986
Robert Lee........................ Director 51 1999
</TABLE>
- ------------------------------
Daniel L. Eilers has served as a director of the Company since March 1997.
Since October 1998, Mr. Eilers has been a private investor and currently serves
as a director and/or advisor to several privately held companies. He served as
the President and Chief Executive Officer of the Company from March 1997 through
September 1998. From November 1996 to February 1997, he served as President,
Chief Executive Officer and a director of NAT Systems International, a privately
held enterprise software company. From January 1996 to November 1996, he served
as CEO in Residence at Kleiner Perkins Caufield & Byers, a venture capital firm.
From June 1982 to December 1995, he held various executive positions at Apple
Computer, Inc., a personal computer company ("Apple"), most recently as a Senior
Vice President. In addition, from March 1991 to June 1995, he served as
President, Chief Executive Officer and a director of Claris Corporation, an
application software company and a subsidiary of Apple. Mr. Eilers received a
B.A. degree from the University of Washington and an M.B.A. degree from Stanford
University.
John Floisand has served as a director of the Company since November 1999.
Since November 1999, Mr. Floisand has served as President of Personic Inc., a
software company. From April 1997 to October 1999, Mr. Floisand served as
President of Borland.com, also a software company. In addition, from March 1986
to March 1997, he served as a Senior Vice President of Apple. Mr. Floisand also
serves as a director of Rogue Wave Software. Mr. Floisand received a B.A. degree
in marketing from Columbia University.
Ernest K. Jacquet has served as a director of the Company since May 1993.
Since May 1998, Mr. Jacquet has served as Managing Partner of Parthenon Capital,
a private equity firm which invests in middle market companies. Prior to
founding Parthenon Capital, he was a general partner of Summit Partners, a
venture capital partnership that is the general partner of Summit Ventures III,
L.P. and Summit Investors II, L.P. which were principal stockholders of the
Company prior to its initial public offering. He also serves as a director of
Wilmar Industries and several privately held companies. Mr. Jacquet received a
B.S.E. degree and an M.S.E. degree from the University of Michigan and an M.B.A.
degree from Stanford Business School.
Marv Tseu has served as a director of the Company since November
1999. Since October 1999, Mr. Tseu has served as President and Chief Executive
Officer of SiteSmith, Inc., an internet services company. From August 1998 to
July 1999, he served as President of Structured Internetworks, a network
equipment company. From August 1996 to July 1998, Mr. Tseu served as Executive
Vice President of
4
<PAGE> 8
Marketing of the Company. In addition, from November 1988 to July 1996, he
served as Vice President of Sales and Marketing at Plantronics, Inc.
("Plantronics"). Previously, Mr. Tseu also served as an area manager for AT&T
Consumer Products Division and spent twelve years with Pacific Telephone Company
(now Pacific Bell). He also serves as a director and chairman of Plantronics.
Mr. Tseu received his B.S. degree in economics from Stanford University.
Paul G. Locklin returned to the Company as President of the Telco Products
and Services Division of the Company in July 1998 and has served as President
and Chief Executive Officer of the Company since September 1998. Mr. Locklin,
co-founder of the Company, was President and Chief Executive Officer of the
Company from 1986 to 1997. From March 1997 to April 1997, he served as
Co-Chairman of the Board and has served as Chairman of the Board since April
1997. Prior to founding the company with Mr. Robert Diamond, Mr. Locklin
established PCI, an international electronics manufacturer that specialized in
liquid crystal displays, wire bondable printed circuit substrates and
high-volume contract assembly. While at PCI, Mr. Locklin served as President and
CEO. Previous to his time at PCI, Mr. Locklin held a research position for the
Color and Chemical Division of Hercules Inc. Mr. Locklin received a B.S. in
Marketing from California State University at Hayward.
Robert Lee has served as a director of the Company since November 1999.
From 1987 to 1998, he was an Executive Vice President with Pacific Bell and had
previously worked with Pacific Bell since 1972. Mr. Lee also serves as a
director for a number of publicly and privately held high-technology companies.
Mr. Lee received a B.S. in Electrical Engineering from the University of
Southern California and an M.B.A. degree from the University of California at
Berkeley.
Meetings of the Board of Directors. During 1999, the Board of Directors of
the Company held fourteen (14) meetings. During that period the Audit Committee
of the Board held four (4) meetings, the Compensation Committee of the Board
held two (2) meetings, the Stock Option Committee held no meetings, but acted
numerous times by unanimous written consent, and the Nominating Committee held
no meetings. No director attended fewer than 75% of the total number of meetings
of the Board and the committees of the Board on which such director served,
during that period.
The members of the Audit Committee are Messrs. Eilers and Lee. Joseph A.
Graziano served as a member of this committee until his resignation in March
1999, when he was replaced on this committee by Mr. Eilers. Mr. Jacquet served
as a member of this committee until November 1999, when Mr. Jacquet was replaced
on this committee by Mr. Lee. The functions of the Audit Committee include
recommending to the Board the retention of independent public auditors, subject
to stockholder approval; reviewing and approving the planned scope, proposed fee
arrangements and results of the Company's annual audit; reviewing the adequacy
of accounting and financial controls; reviewing the independence of the
Company's auditors; and such other matters as are referred from time to time by
the Board of Directors.
The members of the Compensation Committee are Messrs. Floisand and Jacquet.
Mr. Graziano served as a member of this committee until his resignation in March
1999, when Mr. Graziano was replaced on this committee by Mr. Jacquet. Mr.
Richard M. Moley served as a member of this committee until his resignation in
November 1999, when Mr. Moley was replaced on this committee by Mr. Floisand.
The Compensation Committee reviews and determines the salary and bonus criteria
for all executive officers. For additional information about the Compensation
Committee, see "Executive Compensation and Other Matters" and "Report of the
Compensation Committee on Executive Compensation" below.
The members of the Stock Option Committee are Messrs. Floisand and Lee. Mr.
Graziano served as a member of this committee until his resignation in March
1999, when Mr. Graziano was replaced on this committee by Mr. Eilers. Mr. Eilers
served as a member of this committee until November 1999, when Mr. Eilers was
replaced on this committee by Mr. Lee. Mr. Moley served as a member of this
committee until his resignation in November 1999, when Mr. Moley was replaced on
this committee by Mr. Floisand. The Stock Option Committee is responsible for
administering the Company's 1993 Second Amended and Restated Stock Option Plan
(the "1993 Plan"), including approving stock option grants to officers and
employees of the Company and the Amended and Restated 1998 Nonstatutory Stock
Option Plan (the "1998 Plan"). For
5
<PAGE> 9
additional information about the Stock Option Committee, see "Executive
Compensation and Other Matters" below.
The members of the Nominating Committee are Messrs. Locklin, Jacquet and
Tseu. Mr. Graziano served as a member of this committee until his resignation in
March 1999, when the Board of Directors decreased the size of the Nominating
Committee from three directors to two. Mr. Moley served as a member of this
committee until his resignation in November 1999, when he was replaced on this
committee by Mr. Jacquet. The size of this committee was also increased from two
directors to three and Mr. Tseu was appointed to the committee by the Board of
Directors in November 1999. The Nominating Committee considers qualified
candidates for appointment and nomination for election to the Board of Directors
and makes recommendations concerning such candidates. Stockholders may nominate
one or more persons for election as directors at a meeting only if timely notice
of such nomination(s) has been given in writing to the Secretary of the Company
in accordance with the Company's bylaws. Nominations of stockholders intended to
be presented at the next annual meeting of stockholders of the Company must be
received by the Company at its offices at 220 Cochrane Circle, Morgan Hill,
California no later than December 31, 2000.
6
<PAGE> 10
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION
The following table sets forth information for the years ended December 31,
1999, 1998, and 1997 concerning the compensation of (a) the Chief Executive
Officer and (b) the four most highly compensated executive officers of the
Company other than the Chief Executive Officer whose total salary and bonus for
the year ended December 31, 1999 exceeded $100,000 for services in all
capacities to the Company and its subsidiaries:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------ ------------
SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION OPTIONS COMPENSATION(2)
- ---------------------------- ---- -------- -------- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Paul G. Locklin(3).......... 1999 $255,587 0 0 0 $ 4,365
President and Chief 1998 110,577 0 0 250,000 1,097
Executive Officer 1997 216,599(4) 0 0 30,000(5) 323,544
Richard D. Kent............. 1999 199,038 0 0 0 3,056
Chief Financial Officer 1998 192,308 0 0 246,664(6) 3,179
and Chief Operating
Officer 1997 166,923 24,375 0 60,000(7) 2,669
Ian G.A. Laing.............. 1999 197,898 0 0 0 3,056
Executive Vice President, 1998 207,692 0 0 238,332(6) 2,610
Network Phones & 1997 199,310 50,000 15,355(8) 75,000(9) 2,547
Accessory Products
William A. Sole(10)......... 1999 200,244 80,000 0 0 3,056
Executive Vice President, 1998 142,308 71,000 0 225,000(6) 3,022
Worldwide Sales and 1997 -- -- -- -- --
Marketing
Timothy J. Dooley(11)....... 1999 200,244 0 0 0 3,056
Executive Vice President, 1998 93,105 0 0 165,000(13) 139,068
Strategic Bus. Development 1997 191,923 55,469(12) 0 60,000(14) 1,857
</TABLE>
- ---------------
(1) Bonuses are based on performance. See "Report of The Compensation Committee
on Executive Compensation."
(2) Represents: (i) matching contributions by the Company to the Company's
401(k) plan in the following amounts for 1999, 1998 and 1997, respectively:
Locklin ($2,500, $0, $2,500), Kent ($2,500, $2,500, $2,500), Laing ($2,500,
$2,500, $2,405), Sole ($2,500, $2,500, N/A), Dooley ($2,500, $2,500,
$1,637), (ii) insurance premiums paid by the Company with respect to life
insurance in the following amounts during 1999, 1998 and 1997,
respectively: Locklin ($1,865, $1,097, $0), Kent ($556, $679, $169), Laing
($556, $110, $142), Sole ($556, $522, N/A), Dooley ($556, $714, $220), and
(iii) severance payments made in 1998 and 1997, respectively: Locklin ($0,
$321,044), Dooley ($135,854, $0). See "Employment Contracts and Termination
of Employment and Change-in-Control Arrangements."
(3) Mr. Locklin served as President and Chief Executive Officer of the Company
from 1986 to March 1997. He returned to the Company as President, Telco
Products and Services Division in July 1998 and has served as President and
Chief Executive Officer since September 1998. See "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements."
(4) Represents (i) annual salary in the amount of $130,766, (ii) consulting
fees in the amount of $83,333 and (iii) director's fees in the amount of
$2,500.
(5) Represents options for 30,000 shares granted under the 1994 Directors'
Stock Option Plan ("Directors' Plan") when Mr. Locklin was not serving as
President and Chief Executive Officer.
7
<PAGE> 11
(6) Includes: (i) for Mr. Kent, 153,332 options outstanding as of December 31,
1998, and 93,332 shares for options previously granted in 1998 which were
canceled and replaced pursuant to the August 17, 1998 repricing; (ii) for
Mr. Laing, 156,666 shares for options outstanding as of December 31, 1998,
and 81,666 shares for options previously granted in 1998 which were
canceled and replaced pursuant to the August 17, 1998 repricing; and (iii)
for Mr. Sole, 150,000 shares for options outstanding as of December 31,
1998, and 75,000 shares for options previously granted in 1998 which were
canceled and replaced pursuant to the August 17, 1998 repricing.
(7) Includes 40,000 shares for options granted in 1997, and 20,000 shares for
options previously granted in 1994 and 1996 that were canceled and replaced
pursuant to the January 1997 repricing. All shares listed in 1997 have been
canceled and replaced pursuant to the August 17, 1998 repricing.
(8) Represents payment of relocation expenses.
(9) Includes 25,000 shares for options granted in 1997 and 50,000 shares for
options that were previously granted in 1996 and canceled and replaced
pursuant to the January 1997 repricing. All shares listed in 1997 have been
canceled and replaced pursuant to the August 17, 1998 repricing.
(10) Mr. Sole joined the Company in April 1998.
(11) Mr. Dooley served in various positions at the Company from June 1991 to
April 1998. He returned to the Company in October 1998 as Executive Vice
President, Strategic Business Development. See "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements."
(12) Includes commissions in the amount of $25,000.
(13) Includes 90,000 shares for options outstanding as of 1998, and 75,000
shares for options previously granted in 1995, 1997 and 1998 which were
canceled and replaced pursuant to the October 30, 1998 repricing.
(14) Includes 25,000 shares for options granted in 1997 and 35,000 shares for
options previously granted in 1995 which were canceled and replaced
pursuant to the January 1997 repricing. All shares listed in 1997 have been
canceled and replaced pursuant to the October 30, 1998 repricing.
8
<PAGE> 12
STOCK OPTIONS GRANTED IN FISCAL 1999
No grants of options to purchase the Company's Common Stock were made
during the year ended December 31, 1999 to the persons named in the Summary
Compensation Table.
OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES
The following table provides the specified information concerning exercises
of options to purchase the Company's Common Stock in the year ended December 31,
1999, and unexercised options held as of December 31, 1999, by the persons named
in the Summary Compensation Table.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT DECEMBER 31, IN-THE-MONEY OPTIONS AT
SHARES 1999 DECEMBER 31, 1999(1)
ACQUIRED ON $ VALUE ------------------------------ ----------------------------------
NAME EXERCISE REALIZED EXERCISABLE(2) UNEXERCISABLE $ EXERCISABLE(2) $ UNEXERCISABLE
- --------------------- ----------- -------- -------------- ------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Paul G. Locklin...... 0 $ 0 175,208 204,792 $625,799 $490,001
Richard D. Kent...... 25,000 $237,500 46,908 81,424 114,362 198,512
Ian G.A. Laing....... 33,333 $289,580 45,590 77,743 111,148 189,537
William A. Sole...... 0 0 53,125 96,875 154,128 295,947
Timothy J. Dooley.... 0 0 68,741 81,563 192,808 258,616
</TABLE>
- ------------------------------
(1) Based on a fair market value of $5.438, the closing price of the Common
Stock on December 31, 1999, as reported by The NASDAQ National Market. Does
not include options that had an exercise price greater than $5.438.
(2) Except for options for 30,000 shares granted to Mr. Locklin under the
Directors' Plan when Mr. Locklin was not serving as President and Chief
Executive Officer, the options listed above were granted under the 1993 Plan
and vest and become exercisable 25% after one year and an additional 1/48
per month thereafter.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
On November 12, 1998 the Company entered into an employment agreement with
Paul G. Locklin, the President and Chief Executive Officer of the Company (the
"Locklin Agreement"). In connection with the Locklin Agreement, he was granted a
non-qualified option to purchase 250,000 shares of the Company's Common Stock
under the 1993 Plan at an exercise price of $2.75 per share. The Locklin
Agreement provides that in the event Mr. Locklin's employment is terminated by
the Company without "Cause" or by Mr. Locklin for "Constructive Termination" (as
such terms are defined in the Locklin Agreement), Mr. Locklin shall receive the
following severance benefits: (i) a lump sum payment equal to twelve months of
Mr. Locklin's then effective base salary, and (ii) a lump sum payment for COBRA
medical insurance coverage for 12 months after the date of termination. If
within six months of a "Change of Control" (as defined in the Locklin Agreement)
Mr. Locklin's employment is terminated by the Company without "Cause" or by Mr.
Locklin for "Constructive Termination," then Mr. Locklin is entitled to certain
stock option acceleration benefits in addition to the payments described above.
The Locklin Agreement was ratified by the Compensation Committee of the Board of
Directors at a special telephonic meeting held on April 6, 1999.
On September 30, 1994 and June 28, 1996, respectively, the Company entered
into employment agreements (the "Employment Agreements") with Messrs. Dooley and
Laing (the "Officers"). The Employment Agreements provide for a minimum base
annual salary, subject to annual review by the Company's Compensation Committee,
with a minimum annual increase for subsequent years to account for increases in
the cost of living as reflected in the Price Index for All Urban Consumers in
the Bay Area. The Officers may receive bonuses in such amounts, at such times
and upon such terms as the Board may in its sole discretion, without any
obligation to do so, determine and award. The Employment Agreements also provide
9
<PAGE> 13
for the Officers to participate in Company benefit plans. In the event that an
Officer's employment with the Company is terminated by the Company without
"Cause" or by an Officer for "Good Reason," the Officer will receive the
following severance benefits: (i) continuation for six months (twelve months for
Mr. Laing) of such Officer's then current base salary and (ii) continuation for
six months (twelve months for Mr. Laing) of certain Company-paid benefits.
However, if during such period the Officer obtains comparable employment with
another employer, then the continuing base salary payment will cease upon
commencement of such comparable employment.
On June 1, 1998, the Company entered into a new employment agreement with
Mr. Kent (the "Kent Agreement") which provides that in the event Mr. Kent's
employment is terminated by the Company without "Cause" or by Mr. Kent for
"Constructive Termination" (as such terms are defined in the Kent Agreement),
Mr. Kent shall receive the following severance benefits: (i) a lump sum payment
equal to twelve months of Mr. Kent's then effective base salary, and (ii) a lump
sum payment for COBRA medical insurance coverage for 12 months after the date of
termination. If within six months of a "Change of Control" (as defined in the
Kent Agreement) Mr. Kent's employment is terminated by the Company without
"Cause" or by Mr. Kent for "Constructive Termination," then Mr. Kent is entitled
to certain stock option acceleration benefits in addition to the payments
described above.
On June 5, 1998, the Company entered into a new employment agreement with
Mr. Sole (the "Sole Agreement") which provides that in the event Mr. Sole's
employment is terminated by the Company without "Cause" or by Mr. Sole for
"Constructive Termination" (as such terms are defined in the Sole Agreement),
Mr. Sole shall receive the following severance benefits: (i) a lump sum payment
equal to twelve months of Mr. Sole's then effective base salary, and (ii) a lump
sum payment for COBRA medical insurance coverage for 12 months after the date of
termination. If within six months of a "Change of Control" (as defined in the
Sole Agreement) Mr. Sole's employment is terminated by the Company without
"Cause" or by Mr. Sole for "Constructive Termination," then Mr. Sole is entitled
to certain stock option acceleration benefits in addition to the payments
described above.
Pursuant to the 1993 and 1998 Plans, in the event of a change in control,
the Stock Option Committee has the power but is not obligated to accelerate the
vesting of outstanding options. In the event of a "hostile change in control,"
as defined in the 1993 and 1998 Plans, the vesting of outstanding options will
automatically accelerate in full. Pursuant to the Directors' Plan in the event
of a change in control, the vesting of options outstanding under the Directors'
Plan will automatically accelerate in full.
COMPENSATION OF DIRECTORS
Directors who are also employees of the Company are not paid any fees or
other remuneration for service on the Board or on any Board Committee. Since
November 4, 1999, the non-employee directors of the Company are paid (unless the
Board specifically determines otherwise with respect to any such person)
director's fees at the rate of $20,000 per year (payable quarterly in arrears)
for serving as directors of the Company. Prior to November 4, 1999 and since
January 1, 1999, the non-employee directors of the Company were paid (unless the
Board specifically determines otherwise with respect to any such person)
director's fees at the rate of $10,000 per year (payable quarterly in arrears)
for serving as directors of the Company. The Company also reimburses all of its
directors for their reasonable out-of-pocket expenses incurred in the
performance of their duties as directors of the Company. Directors may also
receive options to purchase the Company's Common Stock pursuant to the
Directors' Plan. During 1999, Messrs. Floisand, Tseu and Lee each received
options to purchase 30,000 shares of the Company's Common Stock under the
Directors' Plan.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Eilers served as a member of the Stock Option Committee from March 1999
until November 1999. Mr. Eilers formerly served as the President and Chief
Executive Officer of the Company from March 1997 through September 1998.
10
<PAGE> 14
REPORT OF THE COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is comprised of
non-employee members of the Company's Board of Directors. The members of the
Compensation Committee are Messrs. Floisand and Jacquet. Mr. Graziano served as
a member of this committee until his resignation in March 1999, when he was
replaced on this committee by Mr. Jacquet. Mr. Moley served as a member of this
committee until he resigned in November 1999, when he was replaced on this
committee by Mr. Floisand. The Compensation Committee is responsible for setting
and administering the policies governing annual compensation of the executive
officers of the Company. The Compensation Committee reviews the performance and
compensation levels for executive officers and sets salary levels.
The members of the Stock Option Committee are Messrs. Floisand and Lee. Mr.
Graziano served as a member of this committee until his resignation in March
1999, when he was replaced on this committee by Mr. Eilers. Mr. Eilers served as
a member of this committee until November 1999, when Mr. Eilers was replaced on
this committee by Mr. Lee. Mr. Moley served as a member of this committee until
his resignation in November 1999, when he was replaced on this committee by Mr.
Floisand. The Stock Option Committee is responsible for administering the 1993
Plan, including approving stock option grants to officers and employees of the
Company and the 1998 Plan.
The goals of the Company's executive officer compensation policies are to
attract, retain and reward executive officers who contribute to the Company's
success, to align executive officer compensation with the Company's performance
and to motivate executive officers to achieve the Company's business objectives.
The Company uses salary, bonus compensation and option grants to attain these
goals. The Compensation Committee reviews compensation surveys prepared by
management of the Company and by Radford Associates, an employment compensation
consulting firm ("Radford"), to compare the Company's compensation package with
that of similarly-sized high technology companies in the Company's geographic
area. In preparing the performance graph set forth in the section entitled
"Comparison of Stockholder Return," the Company has selected the NASDAQ
Telecommunications Index as its published industry index; however, the companies
included in the Company's salary surveys are not necessarily those included in
this index, because companies in the index may not compete with the Company for
executive talent, and companies which do compete for executive officers may not
be publicly traded.
Base salaries of executive officers are reviewed annually by the
Compensation Committee and adjustments are made based on (i) salary
recommendations from the President and Chief Executive Officer, (ii) individual
performance of executive officers for the previous fiscal year, (iii) financial
results of the Company for the previous year and (iv) reports to the
Compensation Committee from Radford concerning competitive salaries, scope of
responsibilities of the officer position and levels paid by similarly-sized high
technology companies in the Company's geographic area. The Company seeks to
compensate the executive officers at the median range of compensation levels
paid by similarly sized high technology companies in the Company's geographical
area.
The Board has established an Annual Executive Incentive Plan (the
"Incentive Plan") to formally link cash bonuses for executive officers to the
Company's operating performance. Pursuant to the Incentive Plan, the amount of
bonuses paid is dependent upon the Company meeting appropriate business targets.
The Compensation Committee believes that this type of bonus program in which
bonuses are based on the Company's attaining established financial targets,
properly align the interests of the Company's executive officers with the
interests of stockholders. Under the Incentive Plan, the Compensation Committee
establishes the "Corporate Performance Goal," which is the Company's achievement
of such level of net income as the Compensation Committee shall determine. The
Compensation Committee establishes for each executive officer an amount that may
be awarded to such executive officer if the Corporate Performance Goal is met (a
"Target Award"). Each executive officer's Target Award is an amount equal to
such percentage of the base salary paid to such executive officer as the
Compensation Committee determines. The Chief Executive Officer may in his
discretion reduce a bonus payable to an executive officer, based upon the Chief
Executive Officer's evaluation of such executive officer's job performance or
other factors the Chief Executive Officer deems appropriate. In addition to
bonuses paid in connection with corporate performance, the Compensation
Committee, in its discretion, may provide a bonus
11
<PAGE> 15
based on individual achievement of individual performance goals, established at
the beginning of the year. In 1999, the corporate performance goal of net income
was not attained and accordingly no bonus was awarded to any executive officer
with the exception of Mr. Sole, who received a bonus of $80,000 based upon a
contractual commitment as part of Mr. Sole's offer of employment in April 1998.
The Company strongly believes that equity ownership by executive officers
provides incentives to build stockholder value and aligns the interests of
executive officers with those of the stockholders. The size of an initial option
grant to an executive officer has generally been determined with reference to
similarly sized high technology companies in the Company's geographical area,
the responsibilities and future contributions of the executive officer, as well
as recruitment and retention considerations. In 1999, the Compensation Committee
determined, based upon these criteria, that the stock options previously granted
to the executive officers were sufficient and adequate in correlation to the
market and that no further options would be granted to the executive officers in
1999.
Mr. Locklin's compensation as President of the Telco Products and Services
Division of the Company including his salary and bonus, was established by the
Committee in July 1998 upon recommendation of Mr. Eilers, the then President and
Chief Executive Officer. Following Mr. Locklin's appointment as President and
Chief Executive Officer in September 1998, his compensation remained the same
for 1999 as the compensation set in July 1998, with the approval of the
Compensation Committee. Following Mr. Locklin's appointment as President and
Chief Executive Officer, the Stock Option Committee granted Mr. Locklin a stock
option for 250,000 shares under the 1993 Plan. On November 12, 1998, Mr. Locklin
entered into an employment agreement with the Company providing certain
change-of-control benefits and severance benefits generally consistent with
similar benefits provided to other executive officers. Mr. Locklin's employment
agreement was ratified by the Compensation Committee in 1999.
The Company has considered the provisions of Section 162(m) of the Internal
Revenue Code and related Treasury Department regulations which restrict
deductibility of executive compensation paid to the Company's chief executive
officer and each of the four other most highly compensated executive officers
holding office at the end of any year to the extent such compensation exceeds
$1,000,000 for any of such officers in any year and does not qualify for an
exception under the statute or regulations. Income from options granted under
the 1993 Plan would generally qualify for an exemption from these restrictions
so long as the options are granted by a committee whose members are non-employee
directors. The Company expects that the Stock Option Committee will generally be
comprised of non-employee directors, and that to the extent such Committee is
not so constituted for any period of time, the options granted during such
period will not be likely to result in compensation exceeding $1,000,000 in any
year. The Committee does not believe that in general other components of the
Company's compensation will be likely to exceed $1,000,000 for any executive
officer in the foreseeable future and therefore concluded that no further action
with respect to qualifying such compensation for deductibility was necessary at
this time. In the future, the Committee will continue to evaluate the
advisability of qualifying its executive compensation for deductibility of such
compensation. The Committee's policy is to qualify its executive compensation
for deductibility under applicable tax laws as practicable.
COMPENSATION COMMITTEE
John Floisand
Ernest K. Jacquet
Richard M. Moley
STOCK OPTION COMMITTEE
John Floisand
Robert Lee
12
<PAGE> 16
COMPARISON OF STOCKHOLDER RETURN
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Company's Common Stock with the cumulative
total returns of The NASDAQ Stock Market -- U.S. Index and the NASDAQ
Telecommunications Index for the period commencing on December 31, 1994 and
ending on December 31, 1999.(1)
COMPARISON OF CUMULATIVE TOTAL RETURN FROM DECEMBER 31, 1994 THROUGH DECEMBER
31, 1999:(1)
CIDCO INCORPORATED, THE NASDAQ STOCK MARKET-U.S. INDEX AND
THE NASDAQ TELECOMMUNICATIONS INDEX
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
NASDAQ STOCK NASDAQ
CIDCO INCORPORATED MARKET (U.S.) TELECOMMUNICATIONS
------------------ ------------- ------------------
<S> <C> <C> <C>
12/31/94 100 100 100
12/31/95 88 141 131
12/31/96 60 174 134
12/31/97 67 213 196
12/31/98 10 300 322
12/31/99 19 542 561
</TABLE>
- ------------------------------
(1) Assumes that $100.00 was invested on December 31, 1994 in the Company's
Common Stock and each index. No cash dividends have been declared on the
Company's Common Stock. Stockholder returns over the indicated period should
not be considered indicative of future stockholder returns.
13
<PAGE> 17
PROPOSAL NUMBER ONE
ELECTION OF DIRECTORS
The Company has a classified Board of Directors which currently consists of
six (6) directors, two (2) of whom are Class A directors, two (2) of whom are
Class B directors, and two (2) of whom are Class C directors. Class A, Class B
and Class C directors serve until the Annual Meetings of Stockholders to be held
in 2001, 2002 and 2000, respectively, and until their respective successors are
duly elected and qualified. Directors in a class are elected for a term of three
years to succeed the directors in such class whose terms expire at such annual
meeting. Joseph A. Graziano, who previously served as a Class C director,
resigned from the Board in March 1999 resulting in a vacancy in Class C of the
Board of Directors. Richard M. Moley, who previously served as a Class A
director, resigned from the Board in November 1999 resulting in a vacancy in
Class A of the Board of Directors. In November 1999, the Board acted by
unanimous written consent to fill the vacancy created by Mr. Graziano's
resignation in March 1999 and appointed Mr. Robert Lee as a Class C director to
serve until the Annual Meeting of Stockholders to be held in 2000 and until the
election and qualification of his successor. In the same November 1999 unanimous
written consent, the Board also filled the vacancy created by Mr. Moley's
resignation and appointed Mr. John Floisand as a Class A director to serve until
the Annual Meeting of Stockholders to be held in 2001 and until the election and
qualification of his successor. In the same written consent, the Board
authorized an increase of the number of directors of the Company from five (5)
to six (6) pursuant to the Company's Second Amended and Restated Bylaws and
further appointed Mr. Marv Tseu as a Class B director to serve until the Annual
Meeting of Stockholders to be held in 2002 and until the election and
qualification of his successor.
Management's nominees for election at the Annual Meeting to Class C of the
Board of Directors are Paul G. Locklin and Robert Lee. If elected, the nominees
will serve as directors until the Company's Annual Meeting of Stockholders in
2003, and until each director's successor is elected and qualified. If a quorum
is present and voting, the two nominees for the positions as Class C director
receiving the two highest numbers of votes will be elected. Abstentions and
broker non-votes will have no effect on the vote. If either of the nominees
declines to serve or becomes unavailable for any reason, or if a vacancy occurs
before the election (although management knows of no reason to anticipate that
this will occur), the proxies may be voted for a substitute nominee as the Board
of Directors may designate. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE NOMINEES NAMED ABOVE.
14
<PAGE> 18
PROPOSAL NUMBER TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC AUDITORS
The Board of Directors of the Company has selected PricewaterhouseCoopers
LLP as independent public auditors to audit the consolidated financial
statements of the Company for the year ending December 31, 2000.
PricewaterhouseCoopers LLP has acted in such capacity since its appointment in
1993. A representative of PricewaterhouseCoopers LLP is expected to be present
at the Annual Meeting, with the opportunity to make a statement if the
representative desires to do so, and is expected to be available to respond to
appropriate questions.
VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION
The affirmative vote of a majority of the votes cast affirmatively or
negatively at the Annual Meeting at which a quorum representing a majority of
all outstanding shares of Common Stock of the Company is present and voting,
either in person or by proxy, is required for approval of this proposal. Neither
abstentions nor broker non-votes will have any effect on the outcome of the
proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT PUBLIC
AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2000.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
The Company has an advance notice provision under its bylaws for
stockholder business to be presented at meetings of stockholders. Such provision
states that in order for stockholder business to be properly brought before a
meeting by a stockholder, such stockholder must have given timely notice thereof
in writing to the Secretary of the Company. A stockholder proposal to be timely
must be received at the Company's principal executive offices not less than 120
calendar days in advance of the one year anniversary of the date the Company's
proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders; except that (i) if no annual meeting was
held in the previous year, (ii) if the date of the annual meeting has been
advanced by more than thirty calendar days from the date contemplated at the
time of the previous year's proxy statement or (iii) in the event of a special
meeting, then notice must be received not later than the close of business on
the tenth day following the day on which public disclosure of the meeting date
was made.
Proposals of stockholders intended to be presented at the next annual
meeting of the stockholders of the Company must be received by the Company at
its offices at 220 Cochrane Circle, Morgan Hill, California no later than
December 31, 2000, and satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals to be included in the Company's
proxy statement for that meeting.
15
<PAGE> 19
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the Board of Directors knows of no
other business that will be conducted at the Annual Meeting of the Company other
than as described in this Proxy Statement. If any other matter or matters are
properly brought before the meeting, or any adjournment or postponement of the
meeting, it is the intention of the persons named in the accompanying form of
proxy to vote the proxy on such matters in accordance with their best judgment.
By Order of the Board of Directors,
/s/ RICHARD D. KENT
RICHARD D. KENT
Secretary
April 28, 2000
16
<PAGE> 20
CIDCO INCORPORATED
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 24, 2000
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul G. Locklin and Richard D. Kent, and
each of them, with full power of substitution, to represent the undersigned and
to vote all of the shares of stock in CIDCO Incorporated, a Delaware
corporation (the "Company"), which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held on Wednesday, May 24,
2000 at 10:00 a.m., local time, at the Company's principal offices at 220
Cochrane Circle, Morgan Hill, California, and at any adjournment or
postponement thereof (i) as hereinafter specified upon the proposals listed on
the reverse side and as more particularly described in the Proxy Statement of
the Company dated April 28, 2000 (the "Proxy"), receipt of which is hereby
acknowledged, and (ii) in their discretion upon such other matters as may
properly come before the meeting. The undersigned hereby acknowledge(s) receipt
of the Company's 1999 Annual Report to Stockholders.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1 AND 2.
-----------
CONTINUED, AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
-----------
<PAGE> 21
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
CIDCO INCORPORATED
May 24, 2000
Please detach and Mail in the Envelope Provided
- ----- Please mark your
X votes as in this
- ----- example.
<TABLE>
<S> <C> <C> <C>
FOR the nominees WITHHOLD
listed at right (except AUTHORITY to A vote FOR the following proposals is recommended
as marked to the vote for the nominee by the Board of Directors:
contrary below) listed at right
1. To elect the following [ ] [ ] Nominees: Robert Lee
persons as Class C Paul Locklin
directors to hold office for a three-year FOR AGAINST ABSTAIN
term and until his successor is elected 2. To consider, approve and [ ] [ ] [ ]
and qualified. ratify the appointment of
PricewaterhouseCoopers LLP
INSTRUCTION: To withhold authority to vote for as the Company's independent
a nominee, mark a line through the nominee's public auditors for the
name above. Company for the fiscal year
ending December 31, 2000.
MARK HERE FOR ADDRESS [ ]
CHANGE AND NOTE AT LEFT
MARK HERE IF YOU PLAN [ ]
TO ATTEND THE MEETING
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, YOU ARE URGED TO SIGN AND PROMPTLY MAIL THIS
PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK
MAY BE REPRESENTED AT THE MEETING.
</TABLE>
SIGNATURE(S) DATE
---------------------------------------------- --------------
Note: PLEASE SIGN HERE. Sign exactly as your name(s) appears on your stock
certificate. If shares of stock are held of record in the names of two or
more persons or in the name of husband and wife, whether as joint tenants
or otherwise, both or all of such persons should sign the Proxy. If shares
of stock are held of record by a corporation, the Proxy should be executed
by the President or Vice President and the Secretary or Assistant
Secretary. Executors or administrators or other fiduciaries who execute
the Proxy for a deceased stockholder should sign their full title. Please
date the Proxy.
