SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
AVERT, INC.
................................................................................
(Name of Registrant as Specified in Its Charter)
Not Applicable
................................................................................
(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):
...........................................................................
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...........................................................................
(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by the 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:
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- --------------------------------------------------------------------------------
<PAGE>
AVERT, INC.
301 Remington Street
Fort Collins, Colorado 80524
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2000
To the Stockholders of AVERT, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Avert,
Inc., a Colorado corporation (the "Company"), will be held at the Fort Collins
Lincoln Center (Ludlow Room), 417 West Magnolia, Fort Collins, Colorado 80521 on
Wednesday, May 31, 2000, at 10:00 a.m., local time, for the following purposes:
(a) To elect four (4) directors of the Company to serve until the next
annual meeting of stockholders or until their respective successors
shall be elected and qualified;
(b) To consider and vote upon a proposal to amend the Company's
Non-Employee Directors' Stock Option Plan to: (i) increase the number
of shares of Common Stock reserved for issuance thereunder from 30,000
shares to 80,000 shares, and (ii) eliminate the 5,000 share maximum
per non-employee director;
(c) To consider and vote upon a proposal to ratify the selection of Hein +
Associates LLP, independent certified public accountants, as
independent auditors for the Company for the fiscal year ending
December 31, 2000, and
(d) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
Only stockholders of record at the close of business on April 3, 2000, are
entitled to notice of, and to vote at, the Meeting or any adjournment thereof.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES MAY BE
VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A QUORUM
MAY BE ASSURED. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON, SHOULD YOU LATER DECIDE TO ATTEND THE MEETING. PLEASE DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. YOUR VOTE IS
IMPORTANT.
By Order of the Board of Directors
Jamie M. Burgat
Assistant Secretary
FORT COLLINS, COLORADO
April 28, 2000
<PAGE>
AVERT, INC.
301 Remington Street
Fort Collins, Colorado 80524
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 31, 2000
This Proxy Statement is furnished to stockholders of Avert, Inc., a
Colorado corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the Annual Meeting
of Stockholders (the "Meeting") to be held at the Fort Collins Lincoln Center
(Ludlow Room), 417 West Magnolia, Fort Collins, Colorado 80521, on Wednesday,
May 31, 2000, at 10:00 a.m., local time, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. The approximate date on
which this Proxy Statement and the enclosed Proxy will first be sent to
stockholders is April 28, 2000.
ACTIONS TO BE TAKEN AT THE MEETING
Shares represented by a properly executed Proxy, unless the stockholder
otherwise instructs in the Proxy, will be voted (i) for the election of the four
individuals named below under the caption "Election of Directors" as directors
of the Company; (ii) for the proposal to amend the Company's Non-Employee
Directors' Stock Option Plan to (a) increase the number of shares of Common
Stock reserved for issuance thereunder from 30,000 shares to 80,000 shares; and
(b) eliminate the 5,000 share maximum per non-employee director; (iii) for the
ratification of the selection of Hein + Associates LLP, independent certified
public accountants, as independent auditors of the Company for the fiscal year
ending December 31, 2000; and (iv) at the discretion of the proxy holders on any
other matter or business that may be properly presented at the Meeting or any
adjournment thereof. Where a stockholder properly executes a Proxy and gives
instructions on how his shares are to be voted, the shares will be voted in
accordance with those instructions.
A Proxy may be revoked at any time by a stockholder before it is exercised
by giving written notice to the Secretary of the Company or by signing and
delivering a Proxy which is dated later, or if the stockholder attends the
Meeting in person, by either notice of revocation to the inspectors of election
at the Meeting or by voting at the Meeting.
The only matters that management intends to present at the Meeting are the
three matters referenced in (i), (ii) and (iii) in the paragraph above. If any
other matter or business is properly presented at the Meeting, the proxy holders
will vote upon it in accordance with their best judgment.
VOTING SECURITIES
The record date for the Meeting is April 3, 2000. Only stockholders of
record at the close of business on April 3, 2000, will be entitled to vote at
the Meeting. At the close of business on that date, there were issued and
outstanding 3,302,845 shares of the Company's common stock, no par value (the
1
<PAGE>
"Common Stock"), entitled to one vote per share. In the election of directors,
cumulative voting is not allowed. There are no outstanding shares of preferred
stock. A majority of the outstanding Common Stock, present in person or by Proxy
and entitled to vote, will constitute a quorum for the transaction of business
at the Meeting. Shares of Common Stock represented by proxies which are marked
"abstain" or which are not marked as to any particular matter or matters will be
counted as shares present for purposes of determining the presence of a quorum
on all matters. Proxies relating to "street name" shares that are voted by
brokers will be counted as shares present for purposes of determining the
presence of a quorum on all matters, but will not be treated as shares having
voted at the Meeting as to any proposal as to which authority is withheld by the
brokers.
Under Colorado law and the Company's Articles of Incorporation, if a quorum
is present at the Meeting, (a) the number of candidates equaling the number of
directors to be elected, having the highest number of votes cast in favor of
their election, are elected to the board of directors, and (b) the affirmative
vote of the majority of shares present in person or by Proxy at the Meeting and
entitled to vote on the matter is required to (i) approve the proposal to amend
the Non-Employee Directors' Stock Option Plan, and (ii) ratify the appointment
of Hein + Associates LLP as the Company's independent auditors for fiscal 2000.
In the election of directors, any action other than a vote for a nominee will
have the practical effect of voting against the nominee. Abstention from voting
on the proposed amendments to the Non-Employee Directors' Stock Option Plan or
the ratification of the auditors or on any other matter presented at the
Meeting, will have the practical effect of voting against any such matter since
it is one less vote for approval.
Beneficial Ownership of the Company's Common Stock
The following table sets forth, as of April 3, 2000, information concerning
the beneficial ownership of the Company's Common Stock by (i) each person known
to the Company to be the beneficial owner of more than 5% of the outstanding
shares of the Company's Common Stock, (ii) each director and nominee as director
of the Company, (iii) the executive officer named in the Summary Compensation
Table set forth below under the caption "Compensation of Directors and Executive
Officers--Executive Compensation," and (iv) all directors and executive officers
as a group.
<TABLE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Percent
Name and Address of Common Stock(1) of Class
---------------- -------------------- --------
<S> <C> <C>
Charles S. Hatchette ......................................................... 170,000 5.2%
700 East Elizabeth
Fort Collins, Colorado 80524
Dean A. Suposs(2) ............................................................ 326,799(3) 9.3%
1526 Remington
Fort Collins, Colorado 80524
D. Michael Vaughan(2) ........................................................ 117,100(4) 3.4%
3437 Greystone Court
Fort Collins, Colorado 80524
2
<PAGE>
<CAPTION>
Amount and Nature of
Beneficial Ownership Percent
Name and Address of Common Stock(1) of Class
---------------- -------------------- --------
<S> <C> <C>
Stephen C. Fienhold(2) ....................................................... 105,000(5) 3.1%
1637 Tanglewood Drive
Fort Collins, Colorado 80525
Stephen D. Joyce(2) .......................................................... 187,000(6) 5.4%
1124 Cobblestone Court
Fort Collins, Colorado 8025
All directors and executive officers as ...................................... 778,089(7) 21.8%
a group (6 persons)
</TABLE>
- ---------------
(1) Beneficial ownership includes shares over which the indicated beneficial
owner exercises voting and/or investment power. Shares of Common Stock
subject to options currently exercisable or exercisable within 60 days are
deemed outstanding for computing the percentage ownership of the person
holding the options but not deemed outstanding for computing the percentage
ownership of any other person.
(2) A director and a nominee for election to the Board of Directors and/or an
executive officer of Avert.
(3) Consists of: (i) 100,064 shares owned by the wife of Mr. Suposs; (ii) 6,755
shares owned directly by Mr. Suposs; and (iii) the 220,000 shares
purchasable under currently exercisable stock options granted under the
Avert, Inc. 1994 Stock Incentive Plan.
(4) Consists of: (i) 4,000 shares purchasable under currently exercisable stock
options granted under the Avert, Inc. Non-Employee Directors' Stock Option
Plan; and (ii) 113,100 shares owned by the wife of Mr. Vaughan.
(5) Consists of: (i) 4,000 shares purchasable under currently exercisable stock
options granted under the Avert, Inc. Non-Employee Directors' Stock Option
Plan; and (ii) 101,000 shares owned by the wife of Mr. Fienhold.
(6) Consists of: (i) 168,000 shares held directly or indirectly by Mr. Joyce;
(ii) 14,000 shares owned by the children of Mr. Joyce; and (iii) 5,000
shares purchasable under currently exercisable stock options granted under
the Avert, Inc. Non-Employee Directors' Stock Option Plan.
(7) Includes: (i) a total of 220,000 shares purchasable under currently
exercisable employee stock options held by Mr. Suposs (see Note 3 above);
(ii) a total of 13,000 shares purchasable by Messrs. Vaughan, Fienhold and
Joyce under currently exercisable non-employee director stock options (see
Notes 4, 5 and 6 above); and (iii) 4,145 shares held directly or indirectly
by Jamie Burgat, the Company's Vice President of Operations and Assistant
Secretary, 38,000 shares purchasable under currently exercisable employee
stock options held by Ms. Burgat, and 45 shares held directly or indirectly
by Jerry Thurber, the Company's Chief Technology Officer and Vice President
of Client Services.
ELECTION OF DIRECTORS
(Proposal 1 on Proxy Card)
The Company's Bylaws provide that the number of members of the Board of
Directors shall be fixed by resolution of the Board of Directors. The size of
the Board is currently set at four. The Board of Directors is not divided into
classes; therefore, all four directors are to be elected at the Meeting. The
Board of Directors intends to submit four nominees at the Meeting (Dean A.
Suposs, D. Michael Vaughan, Stephen C. Fienhold and Stephen D. Joyce).
3
<PAGE>
Unless authority is withheld, it is intended that the shares represented by
a properly executed Proxy will be voted for the election of all of the nominees
as directors. The nominees are the members of the Company's present Board of
Directors. If these nominees are unable to serve for any reason, such Proxy will
be voted for such persons as shall be designated by the Board of Directors to
replace such nominees. The Board of Directors has no reason to expect that these
nominees will be unable to serve. Directors are elected to serve until the next
annual meeting of stockholders or until their successors are elected and
qualified.
The following table sets forth certain information concerning the
individuals nominated for election as directors of the Company:
Name Age Position(s) with the Company
- ---- --- ----------------------------
Dean A. Suposs 47 Chairman of the Board; President
D. Michael Vaughan 59 Director
Stephen C. Fienhold 54 Director
Stephen D. Joyce 51 Director
The following is a brief description of each nominee's business experience
during the past five years:
Dean A. Suposs, a co-founder of the Company, has served as Chairman of the
Board and President of the Company on a full-time basis since the Company's
inception. Mr. Suposs graduated from Colorado State University, Fort Collins,
Colorado, in 1975 with a Bachelor of Science degree in Animal Science. Mr.
Suposs graduated from University of Denver, Denver, CO, in 1999 with a Masters
of Business Administration.
D. Michael Vaughan, a co-founder of the Company, has served as a director
of the Company since January 1994 and served as Treasurer from October 1987
until April 1994. Mr. Vaughan is a Professor of Accounting and Taxation at
Colorado State University, where he has been employed since 1969. Mr. Vaughan
graduated from Texas Tech University, Lubbock, Texas, in 1963 with a Bachelor of
Science degree in Business Administration, in 1968 with a Masters of Science
degree in Accounting and in 1970 with a Ph.D. in Business Administration.
Stephen C. Fienhold, a co-founder of the Company, has served as a director
of the Company since its inception. He is the co-owner with his wife of SR
Products, a lighting fixture manufacturer, located in Fort Collins, Colorado.
From January 1982 until 1989, Mr. Fienhold was co-owner of Creative Engineering,
an engineering and manufacturing firm located in Fort Collins. He graduated from
the University of Arizona, Tucson, Arizona, in 1969 with a Bachelor of Science
degree in Aerospace and Mechanical Engineering and has participated in the
Colorado State University MBA program.
Stephen D. Joyce is the owner of Supermarket Liquors, Inc., located in Fort
Collins, Colorado, and has served as the President of that company since October
1976. He graduated from Rensselaer Polytechnic Institute in 1971 with a Bachelor
of Science degree in Management. He attended the University of
California--Berkeley from 1971 to 1972, where he studied marketing, but did not
obtain a degree.
4
<PAGE>
Other Executive Officers
The following table sets forth certain information concerning the only
other executive officers who are not also directors of the Company:
Name Age Position with the Company
- ---- --- -------------------------
Jamie M. Burgat ...................... 41 Vice President of Operations;
Treasurer; Assistant Secretary
Jerry Thurber ........................ 44 Chief Technology Officer;
Vice President of Client
Services
Jamie Burgat joined Avert, Inc. in September of 1987, and assumed the
duties associated with CFO and VP of Operations. Specifically, Ms. Burgat is
responsible for the overall planning, management, and reporting of the Company's
financial condition to both the Company's internal and external customers. In
addition, in her dual role of VP of Operations, Ms. Burgat oversees the
operational functions involved in the actual production of the Company's
products and services. Prior to joining Avert, Inc. Ms. Burgat served as
controller for MENU, international software database company, later purchased by
Black Box Corporation. Ms. Burgat graduated from Western State College with a BA
in Business Administration, and obtained an MBA with finance concentration from
Colorado State University.
Jerry Thurber is responsible for leveraging technology and business
development to extend Avert's market reach and to better serve Avert's
customers. As both Chief Technology Officer and VP for Client Services, he has
the unique responsibility to ensure that Avert not only remains innovative, but
effective in working with Avert's growing customer base. Prior to joining Avert
in 1996, Mr. Thurber was a Vice President with AMS, Inc., a billion dollar
information systems consulting firm. Over his career, he has specialized in
helping both Fortune 500 companies and small rapid-growth companies achieve
significant business breakthroughs by blending technical innovation with
strategies for business development and sales. His background includes projects
with international organizations, the telecommunications, transportation and
financial services industry, and with software firms in human resources, payroll
and accounting. Mr. Thurber has served as President of the Rocky Mountain
Information Management Association and Chairman of the Information Systems
Advisory Council for the University of Colorado. He frequently lectures on
business and technology innovation and is an adjunct faculty member at Regis
University, where he teaches information systems and strategic technology
planning. Mr. Thurber graduated from Colorado State University with a BA in
Political Science in 1978, and obtained an Masters in International Management
from Denver University in 1983.
The officers of the Company hold office until their successors are
appointed by the Board of Directors. All officers of the Company are employed on
a full-time basis. There are no arrangements or understandings between any of
the directors or officers and any other person pursuant to which he or she was
or is to be selected as a director, nominee, or officer. There is no family
relationship between any director and executive officer of the Company.
5
<PAGE>
Other Significant Employee
In addition to the directors, nominee and executive officers set forth
above, the Company believes the following employee is significant to its
operations:
Name Age Position with the Company
- ---- --- -------------------------
Leonard J. Koch.......................... 57 Director of E-Commerce
Planning
Leonard J. Koch was retained by the Company as a marketing consultant in
September 1995 and was employed as Director of Marketing and Planning in January
1996. Mr. Koch brings to Avert more than 30 years of experience in marketing and
distribution roles with companies such as Honeywell from 1964 to 1983, NBI from
1983 to 1990, and Solburne Computer in 1991 and 1992. From 1991 to 1992, he
served as director of Original Equipment Manufacturer and indirect distribution
with Solburne Computer. Most recently, from 1992 to 1995, he was co-founder and
chief operating officer at Audiologic, Inc. Mr. Koch graduated from Valparaiso
University in 1964 with a Bachelor of Arts degree in business administration and
political science. He completed a Masters degree in Organizational Management
from the University of Phoenix in 1997.
Board and Committee Meetings
The Board of Directors held 13 formal meetings during the year ended
December 31, 1999. All directors of Avert attended at least 75% of the aggregate
of all meetings of the Board of Directors and committees on which they served in
1999. In addition to these formal meetings, certain business was conducted by
unanimous written consent of the Board of Directors. The Company's officers have
made a practice of keeping directors informed of corporate activities by
personal meetings and telephone discussions and (as indicated above) directors
ratify or authorize certain Company actions through unanimous written consent
actions.
In March 1994, the Company established an Audit Committee and a
Compensation Committee of the Board of Directors consisting in each case of
Stephen C. Fienhold and D. Michael Vaughan. The Audit Committee's function is to
recommend to the Board of Directors the firm to select as the Company's outside
auditors, to oversee the adequacy of the internal controls and to review and
approve the services of the outside public accounting firm. The Compensation
Committee's function is to review and approve proposals by management as to
compensation for officers and other employees of the Company and to administer
the Avert, Inc. 1994 Stock Incentive Plan (the "Stock Incentive Plan"). Neither
the Audit Committee nor the Compensation Committee held any meetings during the
year ended December 31, 1999.
At present, the Company has no nominating, executive or similar committees.
6
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Employment Agreement
The Company entered into an employment agreement with Mr. Suposs effective
January 1, 1999 and terminating on December 31, 2003. The Employment Agreement
provides for an annual salary of at least $120,000 per year ("Base Salary") and
an annual bonus ("Annual Bonus") based on a percentage of income for year before
deduction of income taxes and before giving effect to the bonus, but after
deduction of investment income ("Pre-Tax Earnings"). The bonus schedule is as
follows: For Pre-Tax Earnings up to $1,500,000 a 6% bonus; for Pre-Tax Earnings
from $1,500,001-$2,000,000 a 7% bonus; for Pre-Tax Earnings from
$2,000,001-$2,500,000 an 8% bonus, and for Pre-Tax Earnings over $2,500,000 a 9%
bonus. In addition, the agreement includes a $300 per month auto allowance and
the grant of stock options in 1999 to purchase 100,000 shares with an exercise
price of $4.188 per share. These options vest equally over a five-year period
ending January 1, 2004, and expire ten years from date of grant.
Executive Compensation
The following table sets forth the cash compensation paid to Mr. Suposs,
the President (chief executive officer) of the Company, for each of the years in
the three-year period ended December 31, 1999. No other executive officer of the
Company had total annual salary and bonus for the year ended December 31, 1999,
in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term
Annual Compensation Compensation
-------------------------------------------------- ---------------
Securities
Name and Other Annual Underlying All other
Principal Position Year Salary($) Bonus($) Compensation($)(1) Options Compensation(2)
- ------------------ ---- -------- ------- ----------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Dean A. Suposs,
President and
Chairman of the
Board............... 1999 $120,000(3) $181,086(3) $ -- 100,000 shares $ --
1998 $ 96,000(4) $ 56,664(4) $ -- -- $ --
1997 $ 96,000(4) $ 91,782(4) $ -- -- $ --
</TABLE>
- ---------------
(1) Does not include: (i) board fees of $9,600 for each of the years ended
December 31, 1999, 1998, 1997, respectively; or (ii) compensation in 1997
for the personal use by Mr. Suposs of a Company-owned vehicle. The vehicle
was used primarily for business purposes. Compensation for personal use did
not exceed 10% of Mr. Suposs' total salary and bonus for the respective
years stated.
(2) Represents Company contributions for the benefit of Mr. Suposs under the
Avert, Inc. 401(k) Profit Sharing Plan (the "Plan"). The Plan is for the
benefit of all eligible employees of the Company. Eligible employees may
make voluntary contributions to the Plan which are then matched 50% by the
Company up to a maximum of $1,500.
7
<PAGE>
(3) Represents a fixed annual salary of $120,000, and a bonus of 6% to 9%,
based on profits on an incremental basis, on income before deduction of
income taxes and before giving effect to the bonus, but after deduction of
investment income pursuant to the "Employment Agreement" in force in 1999.
(4) Represents a fixed annual salary of $96,000 and a bonus of 6% of income
before deduction of income taxes and before giving effect to the bonus, but
after deduction of investment income pursuant to the "Employment Agreement"
in force in 1998.
Option Grants in 1999
The following table sets forth information concerning options granted
during the year ended December 31, 1999 to the Company's executive officer named
in the Summary Compensation Table above.
OPTIONS GRANTED DURING YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
% of Total
Number of Shares Options Granted
Underlying Options to Employees in
Name Granted(#)(1) Fiscal Year 1999 Exercise Price ($/Sh) Expiration Date
- ---- ------------------------------------------- --------------------- ---------------
<S> <C> <C> <C> <C>
Dean A. Suposs ............ 100,000 $4.188 01/01/2009
- ------------------
</TABLE>
(1) Options were granted pursuant to terms of employment agreement with Mr.
Suposs. See subcaption "Employment Agreement," above.
Aggregated Option Exercises and 1999 Year-End Option Value
The following table sets forth information concerning the fiscal year-end
value of unexercised options held by the executive officer named in the Summary
Compensation Table above.
<TABLE>
<CAPTION>
Aggregated Option Exercises
For Year Ended December 31, 1999
And Year-End Option Values
Number of Shares Underlying Value of Unexercised
Unexercised In-The-Money Options at
Shares Options at Year End(#)(2) Year-End ($)(3)
Acquired on Value --------------------------- --------------------------
Name Exercise (#)(1) Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
- ---- --------------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dean A. Suposs ....... 0 0 220,000 80,000 $1,685,070 $690,000
</TABLE>
- ---------------
(1) No options were exercised during the year ended December 31, 1999.
(2) The total number of unexercised options held as of December 31, 1999,
separated between those options that were exercisable and those options
that were not exercisable.
(3) Calculated by subtracting actual option exercise price from market value at
year end ($12.813 per share) and multiplying the difference by the number
of shares in each category.
8
<PAGE>
Directors' Compensation
Each director of the Company is paid a monthly fee of $800 as compensation
for services as a board member. In addition, pursuant to the Company's
Non-Employee Directors' Stock Option Plan, each non-employee director is
automatically granted options to purchase 1,000 shares at the time he becomes a
director and, thereafter, options to purchase an additional 1,000 shares for
each subsequent year that he serves. See "Proposal to Amend the Avert, Inc.
Non-Employee Directors' Stock Option Plan, below.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors and persons who own more than 10% of a
registered class of the company's equity securities to file reports of ownership
and changes in ownership with the Securities and Exchange Commission ("SEC") and
the National Association of Securities Dealers, Inc. Officers, directors and
greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) filings.
Based solely on its review of copies of such forms received by it and
written representations from certain reporting persons that no Form 5s were
required for those persons, the Company believes that, during the year ended
December 31, 1999, its officers, directors and greater than 10% beneficial
owners complied with all applicable filing requirements, except the following:
Stephen Joyce failed to timely file two reports covering two transactions; and
Dean Suposs failed to timely file one report covering one transaction.
PROPOSAL TO AMEND THE AVERT, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Proposal 2 on Proxy Card)
The Board of Directors of the Company, subject to approval of the
stockholders at the Meeting, has amended the Avert, Inc. Non-Employee Directors'
Stock Option Plan (referred to herein as the "Plan") to: (i) increase the number
of shares issuable under the Plan from 30,000 shares to 80,000 shares, and (ii)
delete the provision currently contained in the Plan that prohibits any one
non-employee director from receiving options under the Plan in excess of options
to purchase a total of 5,000 shares. The purpose of the Plan is to encourage and
provide incentive for high level performance by non-employee directors of the
Company. The effect of the increase in the number of shares reserved for
issuance under the Plan and elimination on the 5,000 share maximum per director
is to allow the grant of additional awards of stock options and thereby augment
its program of providing incentives to non-employee directors.
At March 31, 2000, the Company had granted under the Plan options to
purchase a total of 15,000 shares, of which options to purchase 2,000 shares
have been exercised, and options to purchase 13,000 shares are outstanding. See
subcaption "Grants to Date," below. Accordingly, if the proposal is adopted to
increase the number of shares available for issuance under the Plan to 80,000
shares, there would be an additional 65,000 shares available for grant under the
Plan. At March 31, 2000, three of the four directors of the Company were
non-employee directors and, therefore, were participants in the Plan.. At that
date, the closing price of the Company's common stock as quoted on the Nasdaq
National Market was $30.00.
9
<PAGE>
The following is a brief summary of the material provisions of the Plan as
proposed to be amended. This summary is qualified in its entirety by reference
to the complete text of the Plan as amended, a copy of which is attached to this
Proxy Statement as Annex A.
General. The exercise price of the options granted under the Plan is the
fair market value of the stock on the date of grant. Non-employee directors are
automatically granted options to purchase 1,000 shares initially and an
additional 1,000 shares for each subsequent year. As noted above, a non-employee
director becomes ineligible for further participation in the Plan after he has
received options totaling 5,000 shares. One of the proposed amendments would
eliminate the 5,000 share maximum.
Each option is exercisable one year after the date of grant and expires
five years from the date of grant. Options granted under the Plan are not
transferable otherwise than by will or the laws of descent and distribution and,
during the lifetime of a non-employee director, are exercisable only by such
non-employee director. In addition, outstanding options may be exercised more
than three months (but in no event beyond five years from the grant date of the
option) after the optionholder ceases to be a director of the Company except
that in the event of the death or permanent and total disability of an
optionholder while a director, the option may be exercised by a holder (or his
estate as the case may be) until the first to occur of the expiration of the
option period or the expiration of one year following the date of death or
permanent disability.
Change in Control; Adjustment in Number of Shares. Upon a change in control
(as defined in the Plan) of the Company, all stock options granted under the
Plan will become exercisable in full. Also, in the event the number of
outstanding shares of Common Stock is increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another company, whether as a result of a stock split,
stock dividend, combination or exchange of shares, merger or otherwise, each
share subject to an unexercised option will be substituted for the number and
kind of shares of stock into which each share of outstanding Common Stock is to
be changed or for which each such share is to be exchanged and the option price
will be increased or decreased proportionately.
Amendments. The Board of Directors may at any time and from any time alter,
amend, suspend, or discontinue the Plan, except no such action may be taken
without stockholder approval which materially increases the benefits to
participants, materially increases the number of shares to be issued or
materially modifies the requirements as to eligibility. In addition, no such
action may be taken which adversely affects the rights of a participant without
his consent.
Federal Income Tax Consequences. Neither the Company nor the optionee will
recognize taxable income or deduction for federal income tax purposes from the
grant of a stock option under the Plan. At the time of exercise of a stock
option under the Plan, the optionee will recognize ordinary income from an
amount equal to the difference between the exercise price and the fair market
value of the stock. The Company will be entitled to the difference between the
exercise price and the fair market value of the stock. The Company will be
entitled to a deduction for tax purposes in an amount equal to the ordinary
income recognized by the optionee, if the Company complies with the applicable
tax withholding requirements.
Grants to Date. Options covering a total of 15,000 shares of Common Stock
have been granted to date under the Plan to the Company's three non-employee
directors (D. Michael Vaughan - 5,000 shares granted; 1,000 exercised; Stephen
C. Fienhold - 5,000 shares granted; 1,000 exercised; and Stephen D. Joyce 5,000
shares granted; 0 exercised). The total fair market value on the respective
dates of grant of the 13,000 shares underlying the outstanding options was
$84,255. This compares with a total fair market value for such shares on March
31, 2000 of $390,000 ($30 per share).
10
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RATIFICATION OF AUDITORS
(Proposal 3 on Proxy Card)
The Board of Directors voted to engage Hein + Associates LLP as independent
accountants to audit the accounts and financial statements of the Company for
the fiscal year ending December 31, 2000, and directed that such engagement be
submitted to the stockholders of the Company for ratification. In recommending
ratification by the stockholders of such engagement, the Board of Directors is
acting upon the recommendation of the Audit Committee, which has satisfied
itself as to the firm's professional competence and standing. Although
ratification by stockholders of the engagement of Hein + Associates LLP is not
required by Colorado corporate law or the Company's Articles of Incorporation or
Bylaws, management feels a decision of this nature should be made with the
consideration of the Company's stockholders. If stockholder approval is not
received, management will reconsider the engagement.
It is expected that one or more representatives of Hein + Associates LLP
will be present at the Meeting and will be given the opportunity to make a
statement if they so desire. It also is expected that the representatives will
be available to respond to appropriate questions from the stockholders.
The Board of Directors unanimously recommends a vote "FOR" the ratification
of Hein + Associates LLP as independent auditors for the Company's 2000 fiscal
year. Proxies received will be so voted unless stockholders specify otherwise in
the Proxy.
COST AND METHOD OF PROXY SOLICITATION
The accompanying Proxy is being solicited on behalf of the Board of
Directors of the Company. All expenses for soliciting Proxies, including the
expense of preparing, printing and mailing the form of Proxy and the material
used in the solicitation thereof, will be borne by the Company. In addition to
the use of the mails, Proxies may be solicited by personal interview, telephone
and telegram by directors and regular officers and employees of the Company.
Such persons will receive no additional compensation for such services.
Arrangements may also be made with brokerage houses and other custodians,
nominees and fiduciaries for the forwarding of solicitation material to the
beneficial owners of stock held of record by such persons, and the Company may
reimburse them for reasonable out-of-pocket expenses incurred by them in
connection therewith.
ANNUAL REPORT AND FINANCIAL STATEMENTS
You are referred to the Company's annual report, including financial
statements, for the year ended December 31, 1999, enclosed herewith for your
information. The annual report is not incorporated in this Proxy Statement and
is not to be considered part of the soliciting material.
11
<PAGE>
DEADLINE FOR RECEIPT OF STOCKHOLDER
PROPOSALS FOR 2001 ANNUAL MEETING
Any proposals that stockholders of the Company desire to have presented at
the 2000 Annual Meeting of Stockholders must be received by the Company at its
principal executive offices no later than December 28, 2000.
Fort Collins, Colorado
April 28, 2000
12
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ANNEX A
AVERT, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AS AMENDED
SECTION 1
Purpose
Avert, Inc. Non-Employee Directors' Stock Option Plan (the "Plan") provides
for the grant of Stock Options to Non-Employee Directors of Avert, Inc. (the
"Company") and of any subsidiary corporation of the Company in order to
encourage and provide incentives for high level performance by the Non-Employee
Directors of the Company.
SECTION 2
Non-Incentive Stock Options
The Stock Options granted under the Plan shall be nonstatutory stock
options which are intended to be options that do not qualify as "incentive stock
options" under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
SECTION 3
Administration
3.1 Committee. The Plan shall be administered by the Board of Directors of
the Company (the "Board") or by a committee consisting of one or more employee
members of the Board (the "Committee"). The Committee or the Board, as the case
may be, shall have full authority to administer the Plan, including authority to
interpret and construe any provision of the Plan and any Stock Option granted
thereunder, and to adopt such rules and regulations for administering the Plan
as it may deem necessary in order to comply with the requirements of the Code or
in order to conform to any regulation or to any change in any law or regulation
applicable thereto. However, the Committee shall have no authority, discretion
or power to select the Non-Employee Directors who will receive any Stock Option,
determine the number of shares to be issued hereunder or the time at which such
Stock Options are to be granted, establish the duration of the Stock Options or
alter any other terms or conditions specified in the Plan, except in the course
of administering the Plan pursuant to the provisions of the Plan. The Board of
Directors may reserve to itself any of the authority granted to the Committee as
set forth herein, and it may perform and discharge all of the functions and
responsibilities of the Committee at any time that a duly constituted Committee
is not appointed and serving. All references in this Plan to the "Committee"
shall be deemed to refer to the board whenever the Board is discharging the
powers and responsibilities of the Committee.
3.2 Actions of Committee. All actions taken and all interpretations and
determinations made by the Committee in good faith (including determination of
Fair Market Value) shall be final and binding upon all Option Holders, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Committee shall, in
addition to their rights as directors, be fully protected by the Company with
respect to any such action, determination or interpretation.
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SECTION 4
Definitions
4.1 "Subsidiary Corporation." For purposes of the Plan, a "subsidiary
corporation" consists of any corporation at least fifty percent (50%) of the
stock of which is directly or indirectly owned or controlled by the Company.
4.2 "Common Stock." A share of Common Stock means a share of authorized but
unissued or reacquired Common Stock, No Par Value, of the Company.
4.3 "Fair Market Value." If the Common Stock is not traded publicly, the
Fair Market Value of a share of Common Stock on any date shall be determined, in
good faith, by the Board or the Committee after such consultation with outside
accounting and other experts as the Board or the Committee may deem advisable,
and the Board or the Committee shall maintain a written record of its method of
determining such value. If the Common Stock is traded publicly, the Fair Market
Value of a share of Common Stock on any date shall be the average of the
representative closing bid and asked prices, as quoted by the National
Association of Securities Dealers through NASDAQ (its automated system for
reporting quotes), for the date in question or, if the Common Stock is listed on
the NASDAQ National Market System or is listed on a national stock exchange, the
officially quoted closing price on NASDAQ or such exchange, as the case may be,
on the date in question.
4.4 "Non-Employee Director." A Non-Employee Director is a member of the
Board of Directors of the Company who is not also an employee or officer of the
Company.
4.5 "Option Holder." An Option Holder is a Non-Employee Director to whom a
Stock Option is granted.
4.6 "Stock Option." A Stock Option is the right granted under the Plan to a
Non-Employee Director to purchase, at such time or times and at such price or
prices ("Option Price") as are determined pursuant to the Plan, the number of
shares of Common Stock determined pursuant to the Plan.
SECTION 5
Option Grants
5.1 Number of Shares. Upon the effective date of this Plan as provided in
Section 15 hereof or, if later, upon the initial election or appointment of a
Non-Employee Director to the Company's Board of Directors, each Non-Employee
Director shall be granted a Stock Option to purchase 1,000 shares of Common
Stock (subject to adjustment pursuant to Section 6.2 hereof) effective as of the
effective date of this Plan or, if later, the date such person is elected or
appointed to the Board of Directors. In addition, each Non-Employee Director
shall be granted a Stock Option to purchase 1,000 shares of Common Stock
(subject to adjustment pursuant to Section 6.2 hereof) effective as of each
anniversary date of the initial grant of a Stock Option to such Director under
the preceding sentence
5.2 Vesting of Stock Options. Except as provided in Sections 7 and 11, each
Stock Option granted under this Plan shall be vested as to one hundred percent
(100%) of the number of shares subject to such Stock Option upon the first
anniversary date the Stock Option is granted. No Stock Option shall be
exercisable if not vested.
5.3 Price. The purchase price per share of Common Stock for the shares to
be purchased pursuant to the exercise of any Stock Option shall be 100% of the
Fair Market Value of a share of Common Stock on the date on which the
Non-Employee Director is granted the Stock Option.
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5.4 Other Terms. Except for the limitations set forth in Sections 5.1, 5.2,
5.3 and 7.1, the terms and provisions of Stock Options shall be as determined
from time to time by the Committee, and each Stock Option issued may contain
terms and provisions different from other Stock Options granted to the same or
other Stock Option recipients. Each Stock Option shall be evidenced by a written
agreement ("Option Agreement") containing such terms and provisions as the
Committee may determine, subject to the provisions of the Plan.
SECTION 6
Shares of Common Stock Subject to the Plan
6.1 Maximum Number. Initially, the maximum aggregate number of shares of
Common Stock that may be made subject to Stock Options shall be 80,000
authorized but unissued shares of Common Stock. If any shares of Common Stock
subject to Stock Options are not purchased or otherwise paid for before such
Stock Options expire, such shares again may be made subject to Stock Options.
6.2 Adjustments for Stock Split; Stock Dividend, Etc. If, at any time
subsequent to the effective date of the Plan as provided in Section 15 hereof,
the number of shares of Common Stock is increased or decreased, or changed into
or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation (whether as a result of a
stock split, stock dividend, combination or exchange of shares, exchange for
other securities, reclassification, reorganization, redesignation, merger,
consolidation, recapitalization or otherwise): (i) there shall automatically be
substituted for each share subject to an unexercised Stock Option (in whole or
in part) granted under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share shall be changed or for which each
such share shall be exchanged; and (ii) the option price per share or unit of
securities shall be increased or decreased proportionately so that the aggregate
purchase price for the securities subject to a Stock Option shall remain the
same as immediately prior to such event. In addition to the foregoing, the
Committee shall be entitled in the event of any such increase, decrease or
exchange of shares to make other adjustments to the securities subject to a
Stock Option, the provisions of the Plan, and to any related Stock Option
agreements (including adjustments which may provide for the elimination of
fractional shares), where necessary to preserve the terms and conditions of any
grants hereunder.
6.3 Determination by the Committee. Adjustments under this Section 6 shall
be made by the Committee, whose determinations with regard thereto shall be
final and binding upon all parties thereto.
SECTION 7
Exercise of Stock Options
7.1 Time of Exercise. A Stock Option shall become exercisable in accordance
with this Section 7 subject to Section 11. Such times shall be set forth in the
Option Agreement evidencing such Stock Option. A Stock Option shall expire, to
the extent not exercised, five years after the date on which it was granted.
7.2 Termination of Director Status Before Exercise. If an Option Holder's
term as a director of the Company shall terminate for any reason other than the
Option Holder's death or disability, any Stock Option then held by the Option
Holder, to the extent then exercisable under the terms of this Plan and the
applicable Option Agreement(s), shall remain exercisable after the termination
of his director status for a period of three months (but in no event beyond five
years from the date of grant of the Stock Option). If the Option Holder's
director status is terminated because the Option Holder dies or becomes disabled
within the meaning of Section 22(e)(3) of the Code, any Stock Option then held
by the Option Holder, shall become immediately exercisable in full and the
applicable Option Agreement(s), shall remain exercisable after the termination
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of his directorship for a period of twelve months (but in no event beyond five
years from the date of grant of the Stock Option). If the Stock Option is not
exercised during the applicable period, it shall be deemed to have been
forfeited and of no further force or effect.
7.3 Disposition of Forfeited Stock Options. Any shares of Common Stock
subject to Stock Options forfeited by an Option Holder shall not thereafter be
eligible for purchase by the Option Holder but may be made subject to Stock
Options granted to other Option Holders.
SECTION 8
No Effect Upon Shareholder Rights
Nothing in this Plan shall interfere in any way with the right of the
shareholders of the Company to remove the Option Holder from the Board of
Directors pursuant to applicable state laws and the Company's Articles of
Incorporation and Bylaws.
SECTION 9
No Rights as a Shareholder
Except as expressly provided in this Plan, an Option Holder shall have no
rights as a shareholder with respect to any shares of Common Stock subject to a
Stock Option prior to the exercise of such Stock Option and the transfer of
Common Stock to the Option Holder. Except as provided in Section 6.2, no
adjustment shall be made in the number of shares of Common Stock issued to an
Option Holder, or in any other rights of the Option Holder upon exercise of a
Stock Option by reason of any dividend, distribution or other right granted to
shareholders for which the record date is prior to the date of exercise of the
Option Holder's Stock Option.
SECTION 10
Assignability
No Stock Option granted under this Plan, nor any other rights acquired by
an Option Holder under this Plan, shall be assignable or transferable by an
Option Holder, other than by will or the laws of descent and distribution. In
the event of the Option Holder's death while serving as a director, the Stock
Option may be exercised to the extent then exercisable under the applicable
Option Agreement by the personal representative of the Option Holder's estate
or, if no personal representative has been appointed, by the successor or
successors in interest determined under the Option Holder's will or under the
applicable laws of descent and distribution.
SECTION 11
Change in Control
11.1 Options. Upon the occurrence of a Change of Control (as defined
below), notwithstanding any other provisions hereof or of any agreement to the
contrary, all Stock Options granted under this Plan shall become immediately
exercisable in full and remain exercisable under the terms of the applicable
Option Agreement(s).
For purposes of this Plan, a Change of Control shall be deemed to have
occurred if: (i) a tender offer shall be made and consummated for the ownership
of 50% or more of the outstanding voting securities of the Company; (ii) the
Company shall be merged or consolidated with another corporation and, as a
result of such merger or consolidation, less than 50% of the outstanding voting
securities of the surviving or resulting corporation shall be owned in the
aggregate by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation; or (iii) the Company
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<PAGE>
shall sell substantially all of its assets to another corporation which is not a
wholly owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9)
or of Section 13(d)(3) (as in effect on the date hereof) of the Securities
Exchange Act of 1934 (the "Exchange Act"), shall acquire, other than by reason
of inheritance, 50% or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record). In making any such
determination, transfers made by a person to an affiliate of such person (as
determined by the Board of Directors of the Company), whether by gift, devise or
otherwise, shall not be taken into account. For purposes of this Plan, ownership
of voting securities shall take into account and shall include ownership as
determined by applying the provisions of Rule 13d-3(d)(1)(i) as in effect on the
date hereof pursuant to the Exchange Act.
Notwithstanding the provisions of subparagraph (iv) of this Section 11,
"person" is used in that subparagraph shall not include any holder who was the
beneficial owner of more than ten percent (10%) of the voting securities of the
Company on the date this Plan is approved by the Board of Directors.
SECTION 12
Amendment
The Board may from time to time alter, amend, suspend or discontinue the
Plan, including, where applicable, any modifications or amendments as it shall
deem advisable in order to conform to any regulation or to any change in any law
or regulation applicable thereto; provided, however, that no such action shall
adversely affect the rights and obligations with respect to Stock Options at any
time outstanding under the Plan; and provided further that no such action shall,
without the approval of the shareholders of the Company, (i) materially increase
the maximum number of shares of Common Stock that may be made subject to Stock
Options (unless necessary to effect the adjustments required by Section 6.2),
(ii) materially increase the benefits accruing to Option Holders under the Plan,
or (iii) materially modify the requirements as to eligibility for participation
in the Plan. Subject to the foregoing, the provision of Section 6 of the Plan
which sets forth the number of shares of Common Stock for which Stock Options
shall be granted, the timing of Stock Option grants and the Stock Option
exercise price shall not be amended more than once every six (6) months other
than to comport with changes in the Code, ERISA or the rules thereunder.
SECTION 13
Registration of Optioned Shares
The Stock Options shall not be exercisable unless the purchase of such
optioned shares is pursuant to an applicable effective registration statement
under the Securities Act of 1933, as amended (the "Act"), or unless, in the
opinion of counsel to the Company, the proposed purchase of such optioned shares
would be exempt from the registration requirements of the Act and from the
registration or qualification requirements of applicable state securities laws.
SECTION 14
Nonexclusivity of the Plan
Neither the adoption of the Plan by the Board nor the submission of the
Plan to shareholders of the Company for approval shall be construed as creating
any limitations on the power or authority of the Board to adopt such other or
additional compensation arrangements of whatever nature as the Board may deem
necessary or desirable or precluded or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe benefits to
Non-Employee Directors, which the Company now has lawfully put into effect.
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<PAGE>
SECTION 15
Effective Date
This Plan was adopted by the Board of Directors of the Company on April 21,
1994 and will become effective, if at all, on the effective date of the
Company's Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission on March 21, 1994.
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<PAGE>
PROXY AVERT, INC. PROXY
301 Remington Street
Fort Collins, Colorado 80524
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dean A. Suposs and Jamie M. Burgat as Proxies,
or either of them, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as directed below, all the shares of
common stock of Avert, Inc. held of record by the undersigned on April 3, 2000,
at the Annual Meeting of Stockholders to be held on May 31, 2000, or any
adjournment thereof, hereby ratifying and confirming all that said Proxies may
do or cause to be done by virtue thereof.
1. ELECTION OF DIRECTORS:
Authority is granted [ ] withheld [ ] to vote for the election of the
following nominees to the Board of Directors:
Dean A. Suposs D. Michael Vaughan Stephen C. Fienhold Stephen D. Joyce
IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR PERSON, DRAW A
LINE THROUGH THAT PERSON'S NAME.
2. PROPOSAL TO AMEND THE AVERT, INC. NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
TO (i) INCREASE THE NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE
THEREUNDER FROM 30,000 SHARES TO 80,000 SHARES, AND (ii) ELIMINATE THE
5,000 SHARE MAXIMUM PER NON-EMPLOYEE DIRECTOR.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO RATIFY THE SELECTION OF HEIN + ASSOCIATES LLP AS INDEPENDENT
AUDITORS OF AVERT, INC. FOR FISCAL 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting.
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES SET FORTH IN PROPOSALS 1 2 AND 3.
Dated: , 2000
------------------------------------
------------------------------------------------
Signature
------------------------------------------------
Signature if held jointly
Please sign exactly as name appears. When shares
are held by joint tenants, both should sign.
When signing as attorney, as executors,
administrators, 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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
