<PAGE>
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:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
TECHFORCE CORPORATION
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(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:
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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 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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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
TECHFORCE CORPORATION
15950 BAY VISTA DRIVE
CLEARWATER, FLORIDA 34620
(813) 532-3600
April 15, 1997
Dear Shareholder:
You are cordially invited to attend the 1997 Annual Meeting of
Shareholders of TechForce Corporation (the "Company"), which will be held at
11:00 a.m. Eastern Time on Thursday, May 15, 1997, at Feather Sound Country
Club, 2201 Feather Sound Drive, Clearwater, Florida 34622 (the "Annual
Meeting").
The principal business of the meeting will be: (i) to elect directors
for the ensuing year; (ii) to ratify the appointment of Arthur Andersen LLP by
the Board of Directors of the Company; and (iii) to transact such other business
as may properly come before the meeting. During the meeting, we will also
review the results of the past fiscal year and report on significant aspects of
our operations during the first quarter of fiscal 1997.
Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and return the enclosed proxy card in the postage prepaid envelope
provided so that your shares will be voted at the meeting. If you decide to
attend the meeting, you may, of course, revoke your proxy and personally cast
your votes.
Sincerely yours,
John A. Koehler
Chairman, President and
Chief Executive Officer
<PAGE>
TECHFORCE CORPORATION
15950 BAY VISTA DRIVE
CLEARWATER, FLORIDA 34620
(813) 532-3600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1997 Annual Meeting of Shareholders of TechForce Corporation (the
"Company") will be held at 11:00 a.m. Eastern Time on Thursday, May 15, 1997, at
Feather Sound Country Club, 2201 Feather Sound Drive, Clearwater, Florida 34622.
The meeting is called for the following purposes:
(i) To elect directors for the ensuing year;
(ii) To ratify the appointment of Arthur Andersen LLP by the Board of
Directors of the Company as the independent auditors of the
Company; and
(iii) To transact such other business as may properly come before the
meeting.
The Board of Directors has fixed the close of business on April 1,
1997, as the record date for the purpose of determining the shareholders who are
entitled to notice of and to vote at the meeting and any adjournment or
postponement thereof.
By order of the Board of Directors,
John A. Koehler
Chairman, President and
Chief Executive Officer
Clearwater, Florida
April 15, 1997
IF YOU ARE UNABLE TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY CARD SO THAT YOUR SHARES WILL BE REPRESENTED.
<PAGE>
TECHFORCE CORPORATION
15950 BAY VISTA DRIVE
CLEARWATER, FLORIDA 34620
(813) 532-3600
PROXY STATEMENT
This Proxy Statement is furnished by and on behalf of the Board of
Directors of TechForce Corporation (the "Company" or "TechForce") in connection
with the solicitation of proxies for use at the 1997 Annual Meeting of
Shareholders of the Company to be held at 11:00 a.m. Eastern Time on Thursday,
May 15, 1997, at Feather Sound Country Club, 2201 Feather Sound Drive,
Clearwater, Florida 34622, and at any adjournments or postponements thereof (the
"Annual Meeting"). This Proxy Statement and the enclosed proxy card will be
mailed on or about April 15, 1997, to the Company's shareholders of record on
the Record Date, as defined below.
THE BOARD OF DIRECTORS URGES YOU TO MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
SHARES ENTITLED TO VOTE
GENERAL
Proxies will be voted as specified by the shareholder or shareholders
granting the proxy. Unless contrary instructions are specified, if the enclosed
proxy card is executed and returned (and not revoked) prior to the Annual
Meeting, the shares of common stock, $.01 par value per share (the "Common
Stock"), of the Company represented thereby will be voted (i) FOR the election
as directors of the nominees listed in this Proxy Statement and (ii) FOR the
ratification of the appointment of Arthur Andersen LLP by the Board of Directors
as the independent auditors of the Company. The submission of a signed proxy
will not affect a shareholder's right to attend and to vote in person at the
Annual Meeting. A shareholder who executes a proxy may revoke it at any time
before it is voted by filing with the Secretary of the Company either a written
revocation or an executed proxy bearing a later date or by attending and voting
in person at the Annual Meeting.
Only holders of record of Common Stock as of the close of business on
April 1, 1997 (the "Record Date") will be entitled to vote at the Annual
Meeting. As of the close of business on the Record Date, there were 8,046,743
shares of Common Stock (the "Shares") outstanding. Holders of Shares authorized
to vote are entitled to cast one vote per Share on all matters to be voted on at
the Annual Meeting.
<PAGE>
QUORUM REQUIRED
According to the Company's Bylaws, the holders of a majority of the
Shares entitled to vote must be present or represented by proxy to constitute a
quorum. Shares as to which authority to vote is withheld and abstentions are
counted in determining whether a quorum exists.
VOTE REQUIRED
Under Georgia law, directors are elected by the affirmative vote, in
person or by proxy, of a plurality of the shares entitled to vote in the
election at a meeting at which a quorum is present. Only votes actually cast
will be counted for the purpose of determining whether a particular nominee
received more votes than the persons, if any, nominated for the same seat on the
Board of Directors.
Ratification of the appointment by the Board of Directors of Arthur
Andersen LLP as the independent auditors of the Company, as well as any other
matter that may properly come before the Annual Meeting, requires, at a meeting
at which a quorum is present, the affirmative vote of a majority of the Shares,
represented in person or by proxy, voted on such matter. Abstentions are not
counted in determining the number of votes cast in connection with the
ratification of auditors. Broker non-votes will not be counted as votes for or
against approval of such matters.
With respect to any other matters that may come before the Annual
Meeting, if proxies are executed and returned, such proxies will be voted in a
manner deemed by the proxy representatives named therein to be in the best
interests of the Company and its shareholders.
PRINCIPAL SHAREHOLDERS
Information regarding the ownership of the Company's Common Stock is
presented herein under "Beneficial Ownership of Common Stock."
PROPOSAL I - ELECTION OF DIRECTORS
NOMINEES
The Company's Bylaws provide that the Company shall have at least one
and not more than seven directors, the exact number to be fixed by resolution of
the Board of Directors. The Board has fixed the number of directors at five.
At the Annual Meeting, all five directors will be elected for a term expiring
upon the 1998 annual meeting of shareholders and the election and qualification
of their successors. The Board of Directors has nominated William E. Bassett,
Paul J. Ferri, John A. Koehler, Bertil D. Nordin and Richard D. Tadler for
election to the Board of Directors at the Annual Meeting, each to serve until
the 1998 annual meeting of shareholders and until their successors are duly
elected and qualified.
All Shares represented by properly executed proxies received in
response to this solicitation will be voted for the election of directors as
specified therein by the shareholders. Unless otherwise specified in the proxy,
it is the intention of the persons named on the enclosed proxy card to vote FOR
the election of the nominees listed in this Proxy Statement to the Board of
Directors. Each nominee has consented to serve as a director of the Company if
elected. If at the time of the Annual Meeting a
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nominee is unable or declines to serve as a director, the discretionary
authority provided in the enclosed proxy card may be exercised to vote for a
substitute candidate designated by the Board of Directors. The Board of
Directors has no reason to believe that any nominee will be unable or will
decline to serve as a director.
Shareholders may withhold their votes from the entire slate of
nominees by so indicating in the space provided on the enclosed proxy card.
Shareholders may withhold their votes from any particular nominee by writing
that nominee's name in the space provided for that purpose on the enclosed proxy
card.
Set forth below is certain biographical information furnished to the
Company by each director nominee. All of the nominees currently serve as
directors of the Company.
INFORMATION REGARDING NOMINEES FOR DIRECTORS
WILLIAM E. BASSETT
Age: 55
WILLIAM BASSETT was appointed a director of the Company in February
1997 to fill a vacancy on the Board which resulted from the resignation of
Anthony M. Ramunno, Jr. From October 1977 to January 1997, Mr. Bassett held
various positions with BancTec, Inc., a worldwide systems integration and
services company specializing in automated applications solutions for the
financial services, insurance, healthcare, government, utility,
telecommunications, grocery and retail industries. In 1986, Mr. Bassett was
appointed Senior Vice President, and in 1989 was appointed President, of BancTec
Service Corp., the service division of BancTec, Inc. From 1992 to 1994, he also
served as the Executive Vice President of BancTec, Inc.'s North American
Operations. Mr. Bassett then held the position of Executive Vice President of
the Office of the Chairman of BancTec, Inc. from 1994 to 1997.
PAUL J. FERRI
Age: 58
PAUL FERRI has served as a director of TechForce since March 1994. He
has served as Managing General Partner of Matrix Partners, a venture capital
partnership, since 1982. Mr. Ferri also sits on the boards of directors of
Applix, Inc., a software development company, BancTec, Inc., Cascade
Communications Corporation, a frame relay data communications company, Stratus
Computer, Inc., a computer systems company, and VideoServer, Inc., a provider of
video conferencing systems.
JOHN A. KOEHLER
Age: 50
JOHN KOEHLER has served as President and Chief Executive Officer and
as a director of the Company since March 1994 when TechForce converted from a
partnership to a corporation. From August 1993 to March 1994, Mr. Koehler was a
partner of the Company when it was still a
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partnership. Mr. Koehler served as Vice President and General Manager of
Syncordia Corporation, a wholly-owned subsidiary of British Telecommunications
PLC from February 1991 to August 1993 and as Executive Vice President of AT&T
Paradyne, a data communications company, from September 1982 to December 1990.
BERTIL D. NORDIN
Age: 62
BERTIL NORDIN has served as a director of TechForce since October 1994
and as a consultant to the Company since July 1994. From 1981 to 1993, Mr.
Nordin served as Chief Executive Officer of Digital Communications Associates, a
data communications equipment and software manufacturer, and as Chairman of its
board of directors from 1984 to 1994.
RICHARD D. TADLER
Age: 40
RICHARD TADLER has served as a director of the Company since March
1994. He has held the position of Managing Director of TA Associates, Inc., a
Boston-based private venture capital firm since January 1994. He was a General
Partner of TA Associates from August 1987 to December 1993.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION AS DIRECTORS OF THE NOMINEES NAMED ABOVE.
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Company's Board of Directors held seven regular meetings in 1996.
During 1996, the Board had an Audit Committee and a Compensation Committee, but
did not have a Nominating Committee. No director attended less than 75% of the
aggregate number of meetings of the Board and the committees of the Board on
which he served that were held during his term as a director of the Company.
Committees of the Board of Directors. The Compensation Committee of
the Board of Directors consisted of Messrs. Nordin and Ferri, with Mr. Nordin
serving as Chairman. Mr. Nordin and Mr. Ferri are both non-employee directors
of the Company. The Compensation Committee establishes remuneration levels for
officers of the Company, reviews management organization and development,
reviews significant employee benefit programs and establishes and administers
executive compensation programs. The Compensation Committee held one meeting in
1996.
The Audit Committee of the Board of Directors consisted of Messrs.
Tadler and Nordin. The Audit Committee recommends to the Board of Directors the
independent public accountants to be selected to audit the Company's annual
financial statements and approves any special assignments given to such
accountants. The Audit Committee also reviews the planned scope of the annual
audit, any
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<PAGE>
changes in accounting principles and the effectiveness and efficiency
of the Company's internal accounting staff. The Audit Committee held one
meeting in 1996.
Director Compensation. Outside directors are paid a retainer of
$7,500 per year plus $1,000 per meeting. The Company also has a 1995 Outside
Directors Stock Option Plan (the "Outside Directors Plan") pursuant to which
outside directors are automatically granted options to purchase 5,000 shares of
Common Stock when they join the Board and 1,000 shares of Common Stock annually
thereafter. In addition, Messrs. Ferri, Nordin and Tadler each received options
to purchase 6,667 shares of Common Stock in connection with their service as
directors prior to the Company's adoption of the Outside Directors Plan. Mr.
Nordin is also a party to a consulting agreement with the Company. See
"Compensation Committee Interlocks and Insider Participation."
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of the
Board of Directors and presently include L. James Bradshaw, Mr. Koehler, Jerrel
W. Kee and James Macchiarola. Set forth below is certain biographical
information furnished to the Company by Messrs. Bradshaw, Kee and Macchiarola.
See "Information Regarding Nominees For Directors" for information regarding Mr.
Koehler.
L. JAMES BRADSHAW
Age 38
JIM BRADSHAW joined TechForce in December 1994 as a result of the
acquisition of TechNet, Inc. by TechForce. He has served as Vice President of
Worldwide Sales and Marketing of the Company since December 1996. Mr. Bradshaw
served as Vice President of TechNet until the acquisition. From 1990 to 1993,
Mr. Bradshaw served as Vice President and General Manager of Forsythe McArthur
Associates, Inc., a computer integration lessor. From 1984 to 1990, Mr.
Bradshaw served as the Central Region Sales Manager and held other sales and
sales management positions at AT&T Paradyne. From 1980 to 1984, Mr. Bradshaw
served in various sales and sales management capacities at Unisys Corp.
JERREL W. KEE
Age: 42
JERREL KEE joined the Company in July 1994 as Vice President - Finance
and Chief Financial Officer and was made Senior Vice President - Finance in
January 1996. He has served as Secretary and Treasurer of the Company since
January 1995. From November 1990 to July 1994, Mr. Kee served in various
capacities including Director of Finance, Vice President of Finance and Chief
Financial Officer of Syncordia. Mr. Kee also served as Director of Finance at
Telecom U.S.A. from January 1990 to November 1990.
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<PAGE>
JAMES J. MACCHIAROLA
Age 48
JAMES MACCHIAROLA joined the Company in October 1994 as Director of
Administration and has served as Vice President of Operations since January
1996. From 1984 to 1989, Mr. Macchiarola served as Vice President of
Administration for AT&T Paradyne. From 1990 to 1994, Mr. Macchiarola served in
various consulting capacities and in 1994 served as Director of Administration
for Racal - Datacom, Inc.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors, executive officers and persons who own
beneficially more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership of such stock with the Securities and
Exchange Commission (the "SEC") and the National Association of Securities
Dealers, Inc. Directors, executive officers and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all such
forms they file. To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company and written representations that
no other reports were required, its directors, executive officers and greater
than 10% shareholders complied during 1996 with all applicable Section 16(a)
filing requirements.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information concerning (i) those
persons known by management of the Company to own beneficially more than 5% of
the Company's outstanding Common Stock, (ii) the directors of the Company, (iii)
the executive officers named in the Summary Compensation Table included
elsewhere herein, and (iv) all current directors and executive officers of the
Company as a group. Except as otherwise indicated in the footnotes below, such
information is provided as of April 1, 1997. According to rules adopted by the
SEC, a person is the "beneficial owner" of securities if he or she has or shares
the power to vote them or to direct their investment or has the right to acquire
beneficial ownership of such securities within 60 days through the exercise of
an option, warrant or right, the conversion of a security or otherwise. Except
as otherwise noted, the indicated owners have sole voting and investment power
with respect to shares beneficially owned. An asterisk in the percent of class
column indicates beneficial ownership of less than 1% of the outstanding Common
Stock.
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<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Name of Beneficial Owner Beneficial Ownership Percent of Class
- ---------------------------------------- -------------------- -----------------
<S> <C> <C>
EXECUTIVE OFFICERS AND DIRECTORS
John A. Koehler/(1)/ 838,720 10.4%
Paul J. Ferri/(2)/ 156,665 1.9%
Allan L. Siders/(3)/ 33,125 *
Jerrel W. Kee/(4)/ 54,167 *
Bertil D. Nordin/(5)/ 23,567 *
Richard D. Tadler/(6)/ 2,865 *
William E. Bassett --- *
All current directors and executive
officers as a group (8 persons)/(7)/ 1,171,609 14.6%
OTHER SHAREHOLDERS
TA Associates Group/(8)/ 1,890,621/(9)/ 23.5%
Derek Beveridge/(10)/ 435,075 5.4%
Anthony M. Rumunno, Jr./(11)/ 396,556 4.9%
Michael R. Jones/(12)/ 530,358 6.6%
</TABLE>
- ------------
(1) The business address of Mr. Koehler is that of the Company. Mr. Koehler's
figures include 6,250 shares of Common Stock subject to options exercisable
by or within 60 days of April 1, 1997. Mr. Koehler's figures also include
100,000 shares of Common Stock which he gifted to his spouse on March 18,
1997. Pursuant to the Exchange Act rules, Mr. Koehler may be deemed to
share voting and investment power with respect to these 100,000 shares.
However, Mr. Koehler disclaims beneficial ownership of such shares.
(2) Mr. Ferri's figures include 4,000 shares of Common Stock subject to options
exercisable by or within 60 days of April 1,1997.
(3) Until December 31, 1996, Mr. Siders served as Senior Vice President - Sales
and Marketing of the Company.
(4) Mr. Kee's figures represent shares of Common Stock subject to options
exercisable by or within 60 days of April 1, 1997.
(5) Mr. Nordin's figures include 4,000 shares of Common Stock subject to
options exercisable by or within 60 days of April 1, 1997.
(6) Mr. Tadler holds a pecuniary interest in such shares of Common Stock
through TA Venture Investors Limited Partnership.
(7) The figures for all current directors and executive officers as a group
include 105,917 of Common Stock subject to options exercisable by or within
60 days of April 1, 1997.
(8) Advent VII L.P., Advent Atlantic and Pacific II L.P., Advent New York L.P.,
Advent Industrial II L.P. and TA Venture Investors Limited Partnership are
part of an affiliated group of investment partnerships collectively
referred to as the TA Associates Group. Mr. Tadler, a director of the
Company, is a Managing Director of TA Associates, Inc. which is the sole
General Partner of TA Associates VII L.P., TA Associates VI L.P. and TA
Associates AAP II Partners L.P. TA Associates VII L.P. is the sole General
Partner of Advent VII L.P. TA Associates VI L.P. is the sole General
Partner of Advent New York L.P. and Advent Industrial II L.P. TA Associates
AAP II Partners L.P. is the sole General Partner of Advent Atlantic and
Pacific II L.P. Mr. Tadler is a General Partner of TA Venture Investors
Limited Partnership. TA Associates, Inc. exercises sole voting and
investment power with respect to all of the shares held of record by the
named investment partnerships with the exception of those shares held by TA
Venture Investors Limited Partnership. Principals and employees of TA
Associates, Inc. (including Mr. Tadler) comprise the General Partners of TA
Venture Investors Limited Partnership. In such capacity, Mr. Tadler may be
deemed to share voting and investment power with respect to 20,274 shares
held of record by TA Venture Investors Limited Partnership. Mr. Tadler
disclaims beneficial ownership of such shares, except to the extent 2,865
shares as to which he holds a pecuniary interest.
(9) Includes 1,351,575 shares of Common Stock (16.8% of class) held by Advent
VII L.P., 279,022 shares of Common Stock (3.5% of class) held by Advent
Atlantic and Pacific II L.P., 135,157 shares of Common Stock (1.7% of
class) held by Advent New York L.P., 100,593 shares of Common Stock (1.3%
of class) held by
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<PAGE>
Advent Industrial II L.P.) and 20,274 (less than one percent of class) held
by TA Venture Investors Limited Partnership. These numbers were derived
from American Stock Transfer & Trust Company, the Company's transfer agent.
The business address of Advent VII L.P. is Advent VII L.P., c/o TA
Associates, 125 High Street, Suite 2500, Boston, Massachusetts 02110. The
total figure for TA Associates Group also includes 4,000 shares of Common
Stock held by TA Venture Investors Limited Partnership subject to options
exercisable by or within 60 days of April 1, 1997.
(10) The address of Mr. Beveridge is 11835 Mountain Laurel Drive, Roswell,
Georgia 30076. The numbers reported for Mr. Beveridge were derived from
American Stock Transfer & Trust Co.
(11) The address of Mr. Ramunno is 240 Spearfield Trace, Roswell, Georgia 30075.
Mr. Ramunno resigned as a director of the Company as of December 6, 1996.
The numbers reported for Mr. Ramunno were derived from American Stock
Transfer & Trust Co..
(12) The address of Mr. Jones is 3784 42/nd/ Avenue, S., St. Petersburg, Florida
33711. The numbers reported for Mr. Jones were derived from American Stock
Transfer & Trust Co.
EXECUTIVE COMPENSATION
Pursuant to SEC rules for proxy statement disclosure of executive
compensation, the Compensation Committee of the Board of Directors of the
Company has prepared the following Report on Executive Compensation. The
Committee considers this report to clearly describe the current executive
compensation program of the Company, including the underlying philosophy of the
program and the specific performance criteria on which executive compensation is
based. This report also discusses in detail the compensation paid to the
Company's Chief Executive Officer, Mr. John A. Koehler, during 1996.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
This report by the Compensation Committee of the Board of Directors
(the "Committee") discusses the Committee's compensation objectives and policies
applicable to the Company's executive officers. The report reviews the
Committee's policy generally with respect to the compensation of all executive
officers as a group for fiscal 1996 and specifically reviews the compensation
established for the Company's Chief Executive Officer as reported in the Summary
Compensation Table. The Committee is composed entirely of non-employee
directors of the Company.
COMPENSATION PHILOSOPHY
The Company's executive compensation program has three objectives:
(1) to align the interests of the executive officers with the interests of the
Company's shareholders by basing a significant portion of an executive's
compensation on the Company's performance; (2) to attract and retain highly
talented and productive executives; and (3) to provide incentives for superior
performance by the Company's executives. To achieve these objectives, the
Committee has crafted a program that consists of base salary, short-term
incentive compensation in the form of a cash bonus, and long-term incentive
compensation in the form of stock options. The Company's primary goal is to
provide for a modest base salary component while also providing for higher
short-term and long-term incentive rewards and bonuses based on the Company's
performance. These compensation elements are in addition to the general benefit
programs which are offered to all of the Company's employees.
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<PAGE>
Each year, the Committee reviews the Company's executive compensation
program. In its review, the Committee studies the compensation packages for
executives in comparable roles performing at comparable levels at other
companies in the same or related industries, competitiveness of the Company's
executive compensation program and the Company's financial performance for the
previous fiscal year. The Committee also gauges the success of the compensation
program in achieving its objectives in the previous year and considers the
Company's overall performance objectives.
Each element of the Company's executive compensation program is
discussed below.
BASE SALARIES
The Committee annually reviews the base salaries of the Company's
executive officers. The base salaries for the Company's executive officers for
fiscal 1996 were established by the Committee at the beginning of that fiscal
year. In addition to considering the factors listed in the foregoing section
that support the Company's executive compensation program generally, the
Committee reviews the responsibilities of the specific executive position and
the experience and knowledge of the individual in that position. The Committee
also measures individual performance based upon a number of factors, including a
measurement of the Company's historic and recent financial performance, the
individual's contribution to that performance, the individual's performance on
non-financial goals and other contributions of the individual to the Company's
success, and gives each of these factors relatively equal weight without
confining its analysis to a rigorous formula. As is typical of most
corporations, the actual payment of base salary is not strictly conditioned upon
the achievement of any predetermined performance targets.
INCENTIVE COMPENSATION
Cash bonuses established for executive officers are intended to
motivate an individual to strive to achieve the Company's financial and
operational performance goals or to otherwise incent an individual to aim for a
high level of achievement on behalf of the Company in the coming year. The
Committee does not have a formula for determining bonus payments, but
establishes general target bonus levels for executive officers at the beginning
of the fiscal year based in relatively equal measures upon the Committee's
subjective assessment of the Company's projected revenues and other operational
and individual performance factors and may adjust these targets during the year.
LONG-TERM INCENTIVE COMPENSATION
The Company's long-term incentive compensation plan for its executive
officers is based upon the Company's 1995 Stock Incentive Plan. The Company
believes that placing a substantial portion of its executives' total
compensation in the form of stock options achieves three objectives: (1) it
aligns the interests of the Company's executives directly with those of the
Company's shareholders; (2) it gives executives a significant long-term interest
in the Company's success; and (3) it helps the Company retain key executives.
In establishing this long-term compensation plan in the form of stock option
grants, in fiscal 1996 the Board primarily considered the executives' past
performance and the degree to which an incentive for long-term performance would
benefit the Company. All options were granted at fair market value in fiscal
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1996, and it is the Committee's policy to continue to do so unless particular
circumstances warrant a below-market grant.
BENEFITS
The Company believes that it must offer a competitive benefits program
to attract and retain all of its full-time employees. Accordingly, the Company
provides the same medical and other benefits to its executive officers that are
generally available to its other employees.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Chief Executive Officer's compensation is based on the same
elements and measures of performance as is the compensation for the Company's
other executive officers. The Committee approved a base salary for Mr. Koehler
for fiscal 1996 of $175,000 (effective January 1, 1996) based on the same
factors underlying the base salaries of the other executive officers. This
represented an increase of $15,000 in Mr. Koehler's base salary from his
previous year's base salary of $160,000 (effective February 15, 1995). In
structuring the fiscal 1996 compensation of Mr. Koehler, the Committee
considered essential the alignment of his compensation package with the
financial performance of the Company and the Committee's philosophy of basing a
larger portion of executive compensation on incentive bonuses and awards. In
granting Mr. Koehler's incentive bonus, the Committee recognized that while the
Company did not meet its revenue or profit goals for 1996, it did make
significant progress in meeting other goals. These goals included a reduction
of management staffing, the realignment of the field service staffing to
individual contractors, settlement of the Company's largest service agreement,
and a significant build up in the number of technical support agreements.
Because of the successful management of these activities, the Committee awarded
Mr. Koehler an executive bonus of $25,000. If the Company had met its profit
goals, the bonus would have been increased by an additional $117,000. In
addition, the Company paid to Mr. Koehler a relocation allowance of $64,583.
SECTION 162(M) OF THE INTERNAL REVENUE CODE
It is the responsibility of the Committee to address the issues raised
by Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
The revisions to this Code section made certain non-performance based
compensation in excess of $1,000,000 to executives of public companies non-
deductible to such companies beginning in 1994. The Committee has reviewed
these issues and has determined that it is not necessary for the Company to take
any action at this time with regard to these issues.
Submitted by: THE COMPENSATION COMMITTEE
Bertil D. Nordin
Paul J. Ferri
The Compensation Committee Report on Executive Compensation shall not
be deemed to be incorporated by reference as a result of any general
incorporation by reference of this Proxy Statement or any part hereof into the
Company's 1996 Annual Report to Shareholders or its Annual Report on Form 10-K.
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<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors
currently consists of Messrs. Ferri and Nordin. On March 24, 1994, Mr. Ferri
purchased 228,997 shares of Redeemable Preferred Stock from the Company
(subsequently converted to 152,665 shares of Common Stock in connection with the
Company's initial public offering) for $228,997 and $271,003 in principal amount
of Subordinated Notes (subsequently paid by the Company in connection with its
initial public offering). In addition, in connection with his service as a
director of the Company, on February 2, 1995, Mr. Ferri was granted an option to
purchase 6,667 shares of Common Stock at an exercise price of $0.75 per share,
with 20% of such options having vested on January 1, 1996 and the remainder
vesting in 5% increments at the end of each three-month period thereafter. Mr.
Nordin purchased 34,350 shares of Redeemable Preferred Stock from the Company
(subsequently converted to 22,900 shares of Common Stock in connection with the
Company's initial public offering) on November 4, 1994 for $34,350 and $40,650
in principal amount of Subordinated Notes (subsequently paid by the Company in
connection with its initial public offering). On February 2, 1995, in
connection with his service as a director of the Company, Mr. Nordin was also
granted an option to purchase 6,667 shares of Common Stock at an exercise price
of $0.75 per share, with 20% of such options vesting on July 19, 1995 and the
remainder vesting in 5% increments at the end of each three-month period
thereafter. Messrs. Ferri and Nordin were also each granted an option on May
22, 1996 to purchase 1,000 shares of Common Stock at an exercise price of $12.38
per share. Such options to purchase 1,000 shares of Common Stock are
automatically granted to each of the Company's non-employee directors on an
annual basis pursuant to the Outside Directors Plan.
Mr. Nordin is a party to a consulting agreement with the Company. Mr.
Nordin's agreement provided for a retainer of $3,000 per month from September 1,
1994 to September 1, 1995 and was amended to provide for a retainer of $1,500
per month for a one-year term beginning on September 1, 1995. The agreement is
subject to annual renewal and was renewed on September 1, 1996 for another one-
year term.
During 1996, the Compensation Committee did not include any member of
the Board of Directors who at that time served as an officer or employee of the
Company. During 1996, no executive officer of the Company served as a member of
the board of directors of any entity which had executive officers who served on
the Company's Board of Directors during that year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In March 1994, the Company provided start-up financing in the form of
equity in an aggregate amount of $59,375 for TechNet, a hardware integrator.
Upon the incorporation of TechNet in September 1994, the Company received a 51%
ownership interest in TechNet. In November 1994, the Company acquired the
remaining 49% of TechNet in exchange for 134,783 shares of Common Stock valued
at $101,088, which brought the Company's total investment in TechNet to
$160,463. TechNet merged with and into the Company immediately following this
transaction. Mr. Allan L. Siders, who until December 31, 1996, served as Senior
Vice President - Sales and Marketing of the Company, was one of the three
minority shareholders of TechNet. Mr. Siders received 64,583 shares of
TechForce Common Stock valued at $0.75 per share as merger consideration and
entered into the employment agreement described under "Employment and Non-
Competition Agreements." In connection with his
-11-
<PAGE>
employment, the Company granted options to purchase 40,000 shares of Common
Stock at an exercise price of $0.75 per share to Mr. Siders. The options
originally were scheduled to vest in an initial increment of 20% on the first
anniversary of the date of grant and in five percent increments every three
months thereafter. However, in October 1996, vesting for the options was
accelerated to 100%.
On March 24, 1994, Advent VII, L.P., Advent Atlantic and Pacific II
L.P., Advent New York L.P., Advent Industrial II L.P. and TA Venture Investors
Limited Partnership purchased an aggregate of 3,537,462 shares of Redeemable
Preferred Stock from the Company (subsequently converted to 2,358,307 shares of
Common Stock in connection with the Company's initial public offering) for
approximately $3.5 million and approximately $4.2 million in principal amount of
Subordinated Notes (subsequently paid by the Company in connection with its
initial public offering). Mr. Tadler is a Managing Director of TA Associates,
Inc., which is the sole General Partner of the respective General Partners of
Advent VII, L.P., Advent Atlantic and Pacific II L.P., Advent New York L.P. and
Advent Industrial II L.P., and is a General Partner of TA Venture Investors
Limited Partnership.
On February 2, 1995, in connection with his service as a director of
the Company, Mr. Tadler was granted an option to purchase 6,667 shares of Common
Stock at an exercise price of $0.75 per share, with 20% of such option having
vested on January 1, 1996, and the remainder vesting in five-percent increments
at the end of each three-month period thereafter. He also received an option to
purchase 1,000 shares of Common Stock pursuant to the Outside Directors Plan on
May 22, 1996, with an exercise price of $12.38. Mr. Tadler has assigned each of
these options to TA Venture Investors Limited Partnership.
See also "Employment and Non-Competition Agreements" for a discussion
of certain transactions associated with the termination of Mr. Siders'
employment.
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<PAGE>
EXECUTIVE OFFICER COMPENSATION
TABLE I - SUMMARY COMPENSATION TABLE
The following table presents certain information required by the SEC
relating to various forms of compensation awarded to, earned by or paid to the
Company's Chief Executive Officer and the two most highly compensated executive
officers other than the Chief Executive Officer who earned more than $100,000
during 1996, one of whom was serving at the end of 1996. Such executive
officers are hereinafter referred to as the Company's "Named Executive
Officers."
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------
ANNUAL COMPENSATION SECURITIES
-------------------------------------------------- UNDERLYING
OTHER ANNUAL OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION(S) YEAR SALARY BONUS COMPENSATION (# OF SHARES) COMPENSATION
- ---------------------------------- ---- ------------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. Koehler................... 1996 $175,000/(1)/ $ 89,583/(2)/ --- --- $56,979/(3)/
Chief Executive Officer and 1995 $164,615/(4)/ $ 75,000/(5)/ --- --- $ 2,150/(6)/
President
Jerrel W. Kee..................... 1996 $150,000/(7)/ $ 86,193/(8)/ --- --- $ 1,275/(9)/
Senior Vice President-Finance 1995 $121,731/(10)/ $ 75,000/(5)/ --- 33,333 $ 1,557/(11)/
and Chief Financial Officer
Allan L. Siders/(12)/............. 1996 $150,000/(13)/ $239,096/(14)/ $22,441/(15)/ --- $70,452/(16)/
Former Senior Vice President- 1995 $123,461 $ 60,000 --- --- ---
Sales and Marketing
- -----------
</TABLE>
(1) Includes $7,000 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k) Retirement Plan (the "401(k)").
(2) Includes a $64,583 relocation allowance paid in connection with the
relocation of the Company's corporate headquarters from Atlanta, Georgia to
Clearwater, Florida.
(3) Includes matching contributions to the Company's 401(k) ("Matching
Contributions") of $1,750, life insurance premiums of $741 paid by the
Company on behalf of the Named Executive Officer and $54,488 for
reimbursement of moving expenses in connection with the Named Executive
Officer's relocation from Atlanta, Georgia to Clearwater, Florida.
(4) Includes $9,240 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k). This figure is greater than Mr.
Koehler's 1995 base salary of $160,000 which took effective on February 15,
1995, due to a higher base salary of $200,000 from January 1, 1995 to
February 14, 1995.
(5) Includes a $50,000 relocation allowance paid in connection with the
relocation of the Company's corporate headquarters from Atlanta, Georgia to
Clearwater, Florida.
(6) Includes Matching Contributions of $1,646 and life insurance premiums of
$504 paid by the Company on behalf of the Named Executive Officer.
(7) Includes $9,500 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(8) Includes a $61,193 relocation allowance paid in connection with the
relocation of the Company's corporate headquarters from Atlanta, Georgia to
Clearwater, Florida.
(9) Includes Matching Contributions of $918 and life insurance premiums of $357
paid by the Company on behalf of the Named Executive Officer.
(10) Includes $9,702 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(11) Includes Matching Contributions of $1,217 and life insurance premiums of
$340 paid by the Company on behalf of the Named Executive Officer.
(12) Effective December 31, 1996, Mr. Siders resigned as Senior Vice President -
Sales and Marketing.
(13) Includes $2,600 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(14) Includes $203,943 paid by the Company in connection with the acquisition of
TechNet and $35,153 pursuant to the 1996 sales bonus plan of the Company.
(15) Represents commissions earned.
(16) Includes Matching Contributions of $613 and life insurance premiums of $609
paid by the Company on behalf of the Named Executive Officer. This figure
also includes $69,230, representing payments to be paid to the Named
Executive Officer in connection with his resignation from employment with
the Company. Such payments have or will be paid to the Named Executive
Officer in twelve installments between January and June 1997. See
"Employment and Non-Competition Agreements" for a discussion of such
payments.
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<PAGE>
TABLE II - OPTION GRANTS IN FISCAL 1996
This table presents information regarding options granted to the
Company's Named Executive Officers during fiscal 1996 to purchase shares of the
Company's Common Stock. The Company has no outstanding stock appreciation
rights ("SARs") and granted no SARs during fiscal 1996. In accordance with SEC
rules, the table shows the hypothetical "gains" or "option spreads" that would
exist for the respective options based on assumed rates of annual compound stock
price of 5% and 10% from the date the options were granted over the full option
term.
<TABLE>
<CAPTION>
Individual Grants Potential Realizable
------------------------------------------------ Value at Assumed Annual
No. of % of Total Rates of Stock
Securities Options Exercise Price Appreciation
Underlying Granted to or Base for the Option Term
Options Employees Price Expiration -----------------------------
Name Granted During Year ($/Share) Date 5% 10%
- ---- ----------- ----------- -------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. Koehler............. 25,000 6.4% $10.588 2/1/2006 $166,468 $421,864
Jerrel W. Kee............... 10,000 2.6% $ 9.625 2/1/2006 $ 60,531 $153,398
Allan W. Siders............. 50,000/(1)/ 12.9% $ 9.625 2/1/2006 $302,656 $766,989
- --------
</TABLE>
(1) Such options were not yet vested and were forfeited upon Mr. Siders'
resignation from the Company effective December 31, 1996.
TABLE III - OPTION EXERCISES IN FISCAL 1996 AND
FISCAL 1996 YEAR-END OPTION VALUES
None of the Company's Named Executive Officers exercised any stock
options during fiscal 1996. The following table shows the number of shares of
Common Stock subject to exercisable and unexercisable stock options held by each
of the Named Executive Officers as of December 31, 1996. The table also
reflects the values of such options based on the positive spread between the
exercise price of such options and $7.50 which was the closing sales price of a
share of Common Stock reported by the Nasdaq National Market on December 31,
1996 (the last trading day prior to the end of the Company's fiscal year).
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired Options at Year-End (#) at Year-End/(1)/
on Exercise Value -------------------------- --------------------------
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John S. Koehler 0 0 0 25,000 $ 0 $ 0
Jerrel W. Kee 0 0 41,667 68,333 $292,500 $407,500
Allan L. Siders 0 0 40,000 0 $270,000 $ 0
</TABLE>
___________________________
(1) The value of unexercised in-the-money options at December 31, 1996 is
calculated as follows: [(Per Share Closing Sales Price on December 31,
1996) - (Per Share Exercise Price)] x Number of Shares Subject to
Unexercised Options. The closing sales price reported by the Nasdaq
National Market of the Company's Common Stock for December 31, 1996 was
$7.50 per share.
-14-
<PAGE>
EMPLOYMENT AND NON-COMPETITION AGREEMENTS
In connection with the Company's acquisition of a minority interest in
TechNet, Inc. in November 1994, Mr. Siders entered into an employment contract
with the Company. The agreement, as amended, provided for an annual base salary
of $120,000, which amount was subsequently adjusted to $150,000 as of January 1,
1996. Under the agreement, Mr. Siders was eligible for an annual performance
bonus of up to 60% of his base salary, subject to the attainment of certain
performance goals to be established by the Board of Directors. In addition, Mr.
Siders was also eligible for a one-time sales management incentive based on
revenues from sales of certain products during 1995.
Upon Mr. Siders' resignation, and in consideration of the termination
of his employment agreement, his release of the Company of any claims that he
might have then had against the Company, and as further consideration for
certain restrictive covenants in connection with Mr. Siders' ability to compete
with the Company or to solicit employees or customers of the Company, Mr. Siders
and the Company entered into an agreement whereby the Company has agreed to pay
Mr. Siders $69,230.76 in semi-monthly installments, beginning in January 1997
and ending in June 1997.
Mr. Koehler has executed a Non-Competition and Non-Disclosure
Agreement with the Company. Under the terms of the agreement, if Mr. Koehler is
terminated without cause (as defined in the agreement), he shall receive six
months severance pay at his base salary. The agreement requires Mr. Koehler to
keep confidential any confidential or proprietary information or trade secrets
of the Company. All items prepared by Mr. Koehler, or which are disclosed to or
come into the possession of him, remain the sole and exclusive property of the
Company. Mr. Koehler must deliver the originals and all copies of such items
that are in his possession, custody or control, and any other property belonging
to the Company, to the Company upon request. Pursuant to the Agreement, Mr.
Koehler assigns to the Company and its successors, assigns or designees all of
his rights to any invention, patent, trademark, copyright, code, program, system
or method that he develops during the course of his employment or with the use
of the Company's time, materials or facilities. The agreement also prohibits Mr.
Koehler from soliciting customers or employees of the Company on his own behalf
or in the service or on behalf of others.
-15-
<PAGE>
STOCK PERFORMANCE GRAPH
The following indexed line graph indicates the Company's total return
to shareholders from December 14, 1995, the date on which the Company's Common
Stock began trading on the Nasdaq National Market, to December 31, 1996, as
compared to the total return for (i) the Nasdaq Stock Market - US Index;
(ii) the S&P Computer Software & Services Index; and (iii) a peer group of six
competitors of the Company that are also traded on the Nasdaq Stock Market for
the same period. The Company has decided to introduce the peer group of six
competitors to its Stock Performance Graph to better reflect the performance of
the Company's Common Stock against similar companies in its industry. The
calculations in the graph assume (a) an $100 investment on December 14, 1995, in
each of the Company's Common Stock and each index and (b) dividend reinvestment.
[GRAPH APPEARS HERE]
<TABLE>
COMPARISON OF 12 MONTH CUMULATIVE TOTAL RETURN
AMONG TECHFORCE CORPORATION, THE NASDAQ STOCK MARKET - US INDEX,
THE S&P COMPUTERS (SOFTWARE & SERVICES) INDEX AND A PEER GROUP
<CAPTION>
S&P Computers
NASDAQ (Software &
Measurement period TechForce Stock Market Services) Peer
(Fiscal Year Covered) Corp. US Index Index Group
- --------------------- -------- -------- -------- -------
<S> <C> <C> <C> <C>
Measurement PT -
12/14/95 $ 100 $ 100 $ 100 $ 100
FYE 12/95 $ 80 $ 99 $ 96 $ 103
FYE 12/96 $ 68 $ 122 $ 149 $ 89
</TABLE>
-16-
<PAGE>
PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of Arthur
Andersen LLP to serve as independent auditors of the Company for the fiscal year
ending December 31, 1997, and has directed that such appointment be submitted to
shareholders of the Company for ratification at the Annual Meeting. Arthur
Andersen LLP has served as independent auditors of the Company since 1994 and is
considered by management of the Company to be well qualified. If the
shareholders do not ratify the appointment of Arthur Andersen LLP, the Board of
Directors will reconsider the appointment.
Representatives of Arthur Andersen LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if they desire to do
so. They also will be available to respond to appropriate questions from
shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
ARTHUR ANDERSEN LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before
the Annual Meeting. However, if any other matters are properly brought before
the Annual Meeting, the persons appointed in the accompanying proxy intend to
vote the Shares represented thereby in accordance with their best judgment.
SOLICITATION OF PROXIES
The cost of the solicitation of proxies on behalf of the Company will
be borne by the Company. The Company has engaged American Stock Transfer & Trust
Company to assist it in the proxy solicitation process and will pay such firm
approximately $300 for its services (exclusive of postage fees). In addition,
directors, officers and other employees of the Company may, without additional
compensation except reimbursement for actual expenses, solicit proxies by mail,
in person or by telecommunication. The Company will reimburse brokers,
fiduciaries, custodians and other nominees for out-of-pocket expenses incurred
in sending the Company's proxy materials to, and obtaining instructions relating
to such materials from, beneficial owners.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
Any proposal that a shareholder may desire to have included in the
Company's proxy materials for presentation at the 1998 annual meeting of
shareholders must be received by the Company at its executive offices at 15950
Bay Vista Drive, Clearwater, Florida 34620, Attention: Mr. Jerrel W. Kee, on or
prior to December 17, 1997.
-17-
<PAGE>
ANNUAL REPORT
The Company's 1996 Annual Report to Shareholders (which is not part of
the Company's proxy soliciting material) is being mailed to the Company's
shareholders with this proxy statement.
By order of the Board of Directors,
John A. Koehler
Chairman, President and
Chief Executive Officer
Clearwater, Florida
April 15, 1997
-18-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
TECHFORCE CORPORATION
The undersigned shareholder(s) of TechForce Corporation, a Georgia
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, each dated April 15, 1997, and
hereby appoints John A. Koehler and Jerrel W. Kee, or either of them, proxies
and attorneys-in-fact, with full power of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1997 Annual Meeting
of Shareholders of the Company to be held at 11:00 a.m. Eastern Standard Time on
Thursday, May 15, 1997 at Feather South Country Club, 2201 Feather Sound Drive,
Clearwater, Florida 34622 and at any adjournment(s) or postponement(s) thereof,
and to vote all shares of Common Stock which the undersigned would be entitled
to vote if then and there personally present, on the matters set forth on the
reverse.
(continued and to be signed on other side)
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
TECHFORCE CORPORATION
MAY 15, 1997
Please detach and mail in the envelope provided
- -------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
FOR all nominees
listed at right, except WITHHOLD authority
as indicated below to vote for all
(1) To elect the [_] [_]
nominees listed
at right to serve
as directors of the Company for the ensuing year:
Instruction: To withhold authority for any individual
nominees, mark "FOR" above, and write the name of the
nominee or nominees as to where you wish to withhold
authority in the space below:
- ------------------------------------------------------
Nominees: William E. Bassett
Paul J. Ferri
John A. Koehler
Bertil D. Nordin
Richard D. Teacher
FOR AGAINST ABSTAIN
(2) To ratify the appointment of Arthur Andersen LLP [_] [_] [_]
as the independent auditors of the Company for the
fiscal year ended December 31, 1997.
(3) In their discretion, to vote upon such other matter or matters that may
properly come before the meeting or any adjournment(s) or postponement(s)
thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE
DIRECTIONS GIVEN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, IT
WILL BE VOTED FOR THE DIRECTOR NOMINEES NAMED IN PROPOSAL (1) ABOVE. FOR
PROPOSAL (2) ABOVE AND AS THE PROXIES DEEM ADVISABLE OR SUCH OTHER MATTERS AS
MAY COME BEFORE THE MEETING.
Signature
----------------------------------------------------------------------
- -------------------------------------------------------------------------------
SIGNATURE (IF HELD JOINTLY) TITLE OR AUTHORITY (IF APPLICABLE)
Dated: , 1997
----------------------------------------------------------
NOTE: Please sign exactly as name appears hereon. If shares are registered in
more than one name, the signature of all such persons are required. A
corporation should sign in its full corporate name by a duly authorized officer,
including his or her title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by an authorized person.
