<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-11(c) or Section 240.14a-12
TECHFORCE CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
TECHFORCE CORPORATION
5741 RIO VISTA DRIVE
CLEARWATER, FLORIDA 33760
(813) 533-3600
April 20, 1998
Dear Shareholder:
You are cordially invited to attend the 1998 Annual Meeting of
Shareholders of TechForce Corporation (the "Company"), which will be held at
11:00 a.m. Eastern Time on Wednesday, May 20, 1998, at the Company's
headquarters, 5741 Rio Vista Drive, Clearwater, Florida 33760 (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 1998.
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
5741 RIO VISTA DRIVE
CLEARWATER, FLORIDA 33760
(813) 533-3600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
The 1998 Annual Meeting of Shareholders of TechForce Corporation (the
"Company") will be held at 11:00 a.m. Eastern Time on Wednesday, May 20, 1998,
at the Company's headquarters, 5741 Rio Vista Drive, Clearwater, Florida 33760.
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 for fiscal 1998; 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 6,
1998, 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.
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.
By order of the Board of Directors,
John A. Koehler
Chairman, President and
Chief Executive Officer
Clearwater, Florida
April 20, 1998
<PAGE>
TECHFORCE CORPORATION
5741 RIO VISTA DRIVE
CLEARWATER, FLORIDA 33760
(813) 533-3600
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 1998 Annual Meeting of
Shareholders of the Company to be held at 11:00 a.m. Eastern Time on Wednesday,
May 20, 1998, at the Corporate Headquarters of TechForce, 5741 Rio Vista Drive,
Clearwater, Florida 33760, 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 20, 1998, 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 6, 1998 (the "Record Date") will be entitled to vote at the Annual
Meeting. As of the close of business on the Record Date, there were 8,131,259
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.
-1-
<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 for fiscal 1998, 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 of Directors has fixed the number of directors
at five. At the Annual Meeting, all five directors will be elected for a term
expiring upon the 1999 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 1999 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
-2-
<PAGE>
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 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: 56
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: 59
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., Stratus Computer,
Inc., a computer systems company, and VideoServer, Inc., a provider of video
conferencing systems.
JOHN A. KOEHLER
Age: 51
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
-3-
<PAGE>
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: 63
BERTIL NORDIN has served as a director of TechForce since October 1994,
and served as a consultant to the Company from July 1994 to December 1997. 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: 41
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 six regular meetings in 1997.
During 1997, 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
1997.
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
-4-
<PAGE>
annual audit, any changes in accounting principles and the effectiveness and
efficiency of the Company's internal accounting staff. The Audit Committee held
one meeting in 1997.
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. Messrs.
Nordin and Bassett were also parties to consulting agreements 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 39
JAMES 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: 43
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.
-5-
<PAGE>
JAMES J. MACCHIAROLA
Age 49
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 1997 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 6, 1998. 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.
-6-
<PAGE>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
- ------------------------ -------------------- ----------
EXECUTIVE OFFICERS AND DIRECTORS
John A. Koehler(1) 769,345 9.4%
Paul J. Ferri(2) 157,310 1.9%
L. James Bradshaw(3) 130,563 1.6%
Jerrel W. Kee(4) 85,333 1.0%
James J. Macchiarola(5) 40,750 *
Bertil D. Nordin(6) 24,212 *
Richard D. Tadler(7) 2,758 *
William E. Bassett(8) 7,562 *
All current directors and executive officers as a
group (8 persons)(9) 1,217,833 14.9%
OTHER SHAREHOLDERS
TA Associates Group(10) 1,821,006(11) 22.4%
Alan J. Kaufman Group(12) 439,400 5.4%
- ------------
(1) The business address of Mr. Koehler is that of the Company. Mr.
Koehler's figures include 26,875 shares of Common Stock subject to
options exercisable by or within 60 days of April 6, 1998. 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 4,645 shares of Common Stock subject to
options exercisable by or within 60 days of April 6,1998.
(3) Mr. Bradshaw's figures include 74,438 shares of Common Stock subject to
options exercisable by or within 60 days of April 6, 1998.
(4) Mr. Kee's figures represent shares of Common Stock subject to options
exercisable by or within 60 days of April 6, 1998.
(5) Mr. Macchiarola's figures represent shares of Common Stock subject to
options exercisable by or within 60 days of April 6, 1998.
(6) Mr. Nordin's figures include 4,645 shares of Common Stock subject to
options exercisable by or within 60 days of April 6, 1998.
(7) Mr. Tadler holds a pecuniary interest in such shares of Common Stock
through TA Venture Investors Limited Partnership.
(8) Mr. Bassett's figures include 1,562 shares of Common Stock subject to
options exercisable by or within 60 days of April 6, 1998.
(9) The figures for all current directors and executive officers as a group
include 294,706 of Common Stock subject to options exercisable by or
within 60 days of April 6, 1998.
(10) 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 19,519 shares held of record by TA Venture Investors Limited
Partnership. Mr. Tadler disclaims beneficial ownership of such shares,
except to the extent 2,758 shares as to which he holds a pecuniary
interest.
(11) Includes 1,301,241 shares of Common Stock (16.0% of class) held by
Advent VII L.P., 268,630 shares of Common Stock (3.3% of class) held by
Advent Atlantic and Pacific II L.P., 130,123 shares of Common Stock
-7-
<PAGE>
(1.6% of class) held by Advent New York L.P., 96,848 shares of Common
Stock (1.2% of class) held by Advent Industrial II L.P. and 19,519
(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 4,645 shares of Common Stock held by TA
Venture Investors Limited Partnership subject to options exercisable by
or within 60 days of April 6, 1998.
(12) Includes 383,900 shares of Common Stock held by Alan J. Kaufman, 7,000
shares of Common Stock held by Gloria Kaufman, 10,000 shares of Common
Stock held by Kenneth Kaufman, 15,000 shares of Common Stock held by
Laura Kaufman, 18,500 shares of Common Stock held by Thomas R. Kaufman
and 5,000 shares of Common Stock held by Victoria S. Kaufman. The
business address for Alan J. Kaufman Group is 5500 Hohman Avenue, Suite
2A, Hammond, Indiana, 46320. The numbers reported were derived from
Schedule 13D, executed by Alan J. Kaufman, Gloria Kaufman, Kenneth
Kaufman, Laura Kaufman, Thomas R. Kaufman and Victoria S. Kaufman on
August 12, 1997 and filed with the Securities and Exchange Commission
on August 13, 1997.
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 1997.
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 1997 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.
-8-
<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 1997 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 1997 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
-9-
<PAGE>
value in fiscal 1997, 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 1997 of $190,000 (effective January 1, 1997) 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 $175,000 (effective January 1, 1996). In
structuring the fiscal 1997 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 1997, it did make
significant progress in meeting other goals. These goals included expanding
Custom PC Services to a multi-customer operation that would reduce the single
customer risk of that business unit and leverage its infrastructure, to
successfully exit the Federal Express repair business, and to develop and
introduce new service offerings such as TechCare(sm) Network Management into the
marketplace. Because of the successful management of these activities, the
Committee awarded Mr. Koehler an executive bonus of $75,000. If the Company had
met its profit goals, the bonus would have been increased by an additional
$115,000.
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 1997 Annual Report to Shareholders or its Annual Report on Form 10-K.
-10-
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors
currently consists of Messrs. Ferri and Nordin.
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, and extended through December 31, 1997. Effective January 1,
1998, the agreement was amended to a daily fee arrangement of $1,000 per day,
based upon need and actual usage.
Mr. Bassett is a party to a consulting agreement with the Company. Mr.
Bassett's agreement provided a retainer of $1,500 per month for a one-year term
beginning on May 1, 1997. The agreement was amended on January 1, 1998 to a
daily fee arrangement of $1,000 per day, based upon need and actual usage.
During 1997, 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 1997, 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
See "Compensation Committee Interlocks and Insider Participation" for
disclosure regarding "Certain Relationships and Related Transactions."
-11-
<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 1997. 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 1997 $189,893(1) $ 75,000 -- 50,000 $ 50,190(2)
Chief Executive Officer and 1996 $175,000(3) $ 89,583(4) -- 25,000 $ 56,979(5)
President 1995 $164,615(6) $ 75,000(7) -- -- $ 2,150(8)
Jerrel W. Kee 1997 $159,917(9) $ 50,000 -- 40,000 $ 1,341(10)
Senior Vice President 1996 $150,000(11) $ 86,193(12) -- 10,000 $ 1,275(13)
and Chief Financial Officer 1995 $121,731(14) $ 75,000(15) -- 33,333 $ 1,557(16)
L. James Bradshaw 1997 $149,432 $ 70,951 $ 57,750(17) 75,000 $ 62,318(18)
Corporate Vice President and 1996 $120,000 $319,310(19) $ 22,950(20) 20,000 $ 140(21)
General Manager -Enterprise 1995 $120,000 $ 34,178 $ 98,887(22) -- --
Business
James J. Macchiarola 1997 $149,779(28) $ 42,000 -- 60,000 $ 1,751(24)
Corporate Vice President and 1996 $117,846(25) $ 30,000 -- 10,000 $ 1,163(26)
General Manager-Operations 1995 $100,000(27) $ 5,000 -- $ 597(28)
</TABLE>
- ---------
(1) Includes $8,546 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k) Retirement Plan (the "401(k)").
(2) Includes matching contributions to the Company's 401(k) ("Matching
Contributions") of $1,212, life insurance premiums of $1,224 paid by
the Company on behalf of the Named Executive Officer and $47,754 for
reimbursement of moving expenses and related taxes in connection with
the Named Executive Officer's relocation from Atlanta, Georgia to
Clearwater, Florida.
(3) Includes $7,000 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(4) Includes a $64,583 relocation allowance paid in connection with the
relocation of the Company's corporate headquarters from Atlanta,
Georgia to Clearwater, Florida.
(5) Includes 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.
(6) 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 base salary of $160,000, which took effect on February 15,
1995, due to a higher base salary of $200,000 from January 1, 1995 to
February 14, 1995.
(7) Includes a $50,000 relocation allowance paid in connection with the
relocation of the Company's corporate headquarters from Atlanta,
Georgia to Clearwater, Florida.
(8) Includes Matching Contributions of $1,646 and life insurance premiums
of $504 paid by the Company on behalf of the Named Executive Officer.
(9) Includes $9,500 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(10) Includes Matching Contributions of $984 and life insurance premiums of
$357 paid by the Company on behalf of the Named Executive Officer.
(11) Includes $9,500 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(12) Includes a $61,193 relocation allowance paid in connection with the
relocation of the Company's corporate headquarters from Atlanta,
Georgia to Clearwater, Florida.
(13) Includes Matching Contributions of $918 and life insurance premiums of
$357 paid by the Company on behalf of the Named Executive Officer.
(14) Includes $9,702 deferred at the election of the Named Executive Office
pursuant to the Company's 401(k).
(15) Includes a $50,000 relocation allowance paid in connection with the
relocation of the Company's corporate headquarters from Atlanta,
Georgia to Clearwater, Florida.
-12-
<PAGE>
(16) Includes Matching Contributions $1,217 and life insurance premiums of
$340 paid by the Company on behalf of the Named Executive Officer.
(17) Includes commissions earned from sales and lease revenues.
(18) Includes life insurance premiums of $189 paid by the company on behalf
of the Named Executive Officer and $62,129 for reimbursement of moving
expenses and related taxes in connection with Named Executive Officer's
relocation from Chicago, Illinois to Clearwater, Florida.
(19) Includes $203,943 paid by the Company in connection with the
acquisition of TechNet and $115,367 pursuant to the 1996 sales bonus
plan of the Company.
(20) Includes commissions earned from sales and lease revenues.
(21) Includes life insurance premiums of $140 paid by the company on behalf
of the Named Executive Officer.
(22) Includes commissions earned from sales and lease revenues.
(23) Includes $9,500 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(24) Includes Matching Contributions of $1,298 and life insurance premiums
of $453 paid by the company on behalf of the Named Executive Officer.
(25) Includes $9,500 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(26) Includes Matching Contributions of $710 and life insurance premiums of
$453 paid by the company on behalf of the Named Executive Officer.
(27) Includes $6,346 deferred at the election of the Named Executive Officer
pursuant to the Company's 401(k).
(28) Includes Matching Contributions of $423 and life insurance premiums of
$174 paid by the company on behalf of the Named Executive Officer.
-13-
<PAGE>
TABLE II - OPTION GRANTS IN FISCAL 1997
This table presents information regarding options granted to the
Company's Named Executive Officers during fiscal 1997 to purchase shares of the
Company's Common Stock. The Company has no outstanding stock appreciation rights
("SARs") and granted no SARs during fiscal 1997. In accordance with SEC rules,
the table shows the hypothetical "gains" or "option spreads" that would exist
for the respective options based on assumed rates of annual compound stock price
of 5% and 10% from the date the options were granted over the full option term.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------
NO. OF % OF TOTAL POTENTIAL REALIZABLE
SECURITIES OPTIONS EXERCISE VALUE AT ASSUMED
UNDERLYING GRANTED TO OR BASE ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED DURING YEAR ($/SHARE) DATE FOR THE OPTION TERM
- ---- ---------- ----------- --------- ---------- -------------------
5% 10%
-------- --------
<S> <C> <C> <C> <C> <C> <C>
John A. Koehler........... 50,000 9.2% $ 7.00 3/3/2007 $220,113 $557,810
Jerrel W. Kee............. 40,000 7.3% $ 7.00 3/3/2007 $176,090 $446,248
L. James Bradshaw......... 75,000 13.7% $ 7.00 3/3/2007 $330,170 $836,715
James J. Macchiarola...... 60,000 11.0% $ 7.00 3/3/2007 $264,136 $669,372
</TABLE>
TABLE III - OPTION EXERCISES IN FISCAL 1997 AND
FISCAL 1997 YEAR-END OPTION VALUES
None of the Company's Named Executive Officers exercised any stock
options during fiscal 1997. 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, 1997. The table also reflects
the values of such options based on the positive spread between the exercise
price of such options and $6.00 which was the closing sales price of a share of
Common Stock reported by the Nasdaq National Market on December 31, 1997 (the
last trading day prior to the end of the Company's fiscal year).
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY
NAME ACQUIRED YEAR-END (#) OPTIONS AT YEAR-END(1)
- ---- ON EXERCISE VALUE ---------------------------- -------------------------------
(#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John A. Koehler 0 0 8,750 66,250 $ 0(2) $ 0(2)
Jerrel W. Kee 0 0 65,167 84,833 $340,000 $210,000
L. James Bradshaw 0 0 31,000 104,000 $210,000 $ 0
James J. Macchiarola 0 0 18,000 82,000 $ 70,000 $ 52,500
</TABLE>
- ---------------------------
(1) The value of unexercised in-the-money options at December 31, 1997 is
calculated as follows: [(Per Share Closing Sales Price on December 31,
1997) - (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, 1997 was
$6.00 per share.
(2) The per share value of the exercised and unexercised options at
December 31, 1997 is above the closing sales price reported by the
Nasdaq National Market of the Company's Common Stock for December 31,
1997 of $6.00 per share.
-14-
<PAGE>
NON-COMPETITION AND NON-DISCLOSURE AGREEMENT
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, 1997, as
compared to the total return for (i) the Nasdaq Stock Market - US Index; and
(ii) 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.
CUMULATIVE TOTAL RETURN
-----------------------------------------
12/14/95 12/31/95 12/31/96 12/31/97
-------- -------- -------- --------
Techforce Corp TFRC 100 80 68 55
PEER GROUP 100 103 89 88
NASDAQ STOCK MARKET (U.S.) 100 101 125 153
-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, 1998, 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 1999 ANNUAL MEETING
Any proposal that a shareholder may desire to have included in the
Company's proxy materials for presentation at the 1999 annual meeting of
shareholders must be received by the Company at its executive offices at 5741
Rio Vista Drive, Clearwater, Florida 33760, Attention: Mr. Jerrel W. Kee, on or
prior to December 21, 1998.
-17-
<PAGE>
ANNUAL REPORT
The Company's 1997 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 20, 1998
-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 20, 1998, 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 1998 Annual Meeting
of Shareholders of the Company to be held at 11:00 a.m. Eastern Standard Time on
Wednesday, May 20, 1998 at the Company's headquarters, 5741 Rio Vista Drive,
Clearwater, FL 33760 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 20, 1998
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
- --------------------------------------------------------------------------------
PLEASE MARK YOUR
A [X] VOTE AS IN THIS
EXAMPLE.
<TABLE>
<CAPTION>
FOR all nominees
listed at right, except WITHHOLD authority
as indicated below to vote for all
<S> <C> <C> FOR AGAINST ABSTAIN
(1)To elect the NOMINEES: William E. Bassett (2) To ratify the [ ] [ ] [ ]
nominees listed [ ] [ ] Paul J. Fern appointment of
at right to serve John A. Koehler Arthur Andersen LLP as the
as directors of the Company for the ensuing year; Bertil D. Nordin independent auditors of the Company
Richard D. Tadler for the fiscal year ended December
Instruction: To withhold authority for any individual 31, 1998.
nominee, mark "FOR" above, and write the name of the
nominee or nominees as to whom you with to withhold (3) In their discretion, to vote upon
authority in the space below: 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 ON SUCH OTHER MATTERS AS
MAY COME BEFORE THE MEETING.
Signature Dated: , 1998
--------------------------- -------------------------------------------------------------- --------------
(SIGNATURE (IF HELD JOINTLY) TITLE OR AUTHORITY (IF
APPLICABLE)
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, stating 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.
</TABLE>
