<PAGE>
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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
RF MONOLITHICS, INC.
(Name of Registrant as Specified In Its Charter)
Sam L. Densmore
(Name of Person Filing Proxy Statement)
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:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(/1/)
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4. Proposed maximum aggregate value of transaction:
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(/1/Set)forth the amount on which the filing fee is calculated and state
how it was determined.
[_] 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.:
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3. Filing Party:
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4. Date Filed:
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<PAGE>
RF MONOLITHICS, INC.
4441 SIGMA ROAD
DALLAS, TX 75244
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, JANUARY 28, 1997
TO THE STOCKHOLDERS OF RF MONOLITHICS, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of RF
MONOLITHICS, INC., a Delaware corporation (the "Company"), will be held on
Tuesday, January 28, 1997 at 9:00 a.m., local time, at The Grand Kempinski,
15201 Dallas Parkway, Dallas, Texas for the following purpose:
1.To elect directors to serve for the ensuing year and until their
successors are elected.
2. To approve the amendment of the Company's Amended and Restated 1982
Stock Option Plan to increase the aggregate number of shares of Common
Stock authorized for issuance under such plan by 150,000 shares.
3. To ratify the selection of Deloitte & Touche as independent auditors of
the Company for the fiscal year ending August 31, 1997.
4. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice. The Board of Directors has fixed the close
of business on December 12, 1996, as the record date for the determination of
stockholders entitled to notice of and to vote at this Annual Meeting and at
any adjournment or postponement thereof.
By Order of the Board of Directors
/s/ JAMES FARLEY
James Farley
Secretary
Dallas, Texas
December 17, 1996
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
RF MONOLITHICS, INC.
4441 SIGMA ROAD
DALLAS, TX 75244
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
JANUARY 28, 1997
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of RF
Monolithics, Inc., a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders to be held on Tuesday, January 28, 1997, at
9:00 a.m., local time, (the "Annual Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the
accompanying Notice of Annual Meeting. The Annual Meeting will be held at The
Grand Kempinski, 15201 Dallas Parkway, Dallas, Texas 75248. The Company
intends to mail this proxy statement and accompanying proxy card on or about
Tuesday, December 17, 1996, to all stockholders entitled to vote at the Annual
Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on December
12, 1996 will be entitled to notice of and to vote at the Annual Meeting. At
the close of business on December 12, 1996 the Company had outstanding and
entitled to vote 5,303,815 shares of Common Stock. Each holder of record of
Common Stock on such date will be entitled to one vote for each share held on
all matters to be voted upon at the Annual Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. Abstentions will be counted towards the
tabulation of votes cast on proposals presented to the stockholders and will
have the same effect as negative votes. Broker non-votes are counted towards a
quorum, but are not counted for any purpose in determining whether a matter
has been approved.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 4441
Sigma Road, Dallas, Texas 75244, a written notice of revocation or a duly
executed proxy bearing a later date, or it may be revoked by attending the
meeting and voting in person. Attendance at the meeting will not, by itself,
revoke a proxy.
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders that are intended to be presented at the Company's
1998 Annual Meeting of Stockholders must be received by the Company not later
than October 2, 1997, in order to be included in the proxy statement and proxy
relating to that Annual Meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
There are four nominees for the seven Board positions presently authorized
for stockholder approval by the Company's Certificate of Incorporation. The
three additional Board positions authorized in the Company's By-laws are
vacant and will be filled by the Board as provided by the Company's
Certificate of Incorporation. The Company is presently seeking to fill these
three Board positions and the individuals appointed to those three Board
positions will serve until the following annual meeting, at which time
stockholders will be asked to approve their appointment. Each director to be
elected at this Annual Meeting will hold office until the next annual meeting
of stockholders and until his successor is elected and has qualified, or until
the earlier of such director's death, resignation or removal. Each nominee
listed below is currently a director of the Company having been elected by the
stockholders.
Shares represented by executed proxies will be voted, if authority to do so
is not withheld, for the election of the four nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as management may propose. Each person nominated for
election has agreed to serve if elected and management has no reason to
believe that any nominee will be unable to serve.
Directors are elected by a plurality of the votes cast in person or
represented by proxy and entitled to vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
NOMINEES
The names of the nominees and certain information about them are set forth
below:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION/
NAME AGE POSITION HELD WITH THE COMPANY
- ---- --- ------------------------------
<S> <C> <C>
Sam L. Densmore......... 55 President and Chief Executive Officer
Cornelius C. Bond, Jr. . 63 General Partner, New Enterprise Associates
Dean C. Campbell........ 46 Managing General Partner, Campbell Venture Management
Francis J. Hughes, Jr. . 46 General Partner, American Research and Development
</TABLE>
SAM L. DENSMORE joined the Company as Executive Vice President, Chief
Operating Officer, Chief Financial Officer and Secretary in October 1993. Mr.
Densmore became a director of the Company in June 1994. In July 1996, Mr.
Densmore was elected to the positions of President and Chief Executive
Officer. In 1991, Mr. Densmore founded the IBC Group, a private consulting
company, and served as its President from January 1991 to September 1993. From
1984 to January 1990, Mr. Densmore was employed at Recognition International,
Inc., a document image processing company. During that period, Mr. Densmore
served as Senior Vice President, Treasurer and Chief Financial Officer from
October 1989 to December 1990 and Vice President of Corporate Development from
1984 to 1989. He has a Bachelor of Science in Business Administration and a
Master of Business Administration from the University of Tulsa. Mr. Densmore
is a Certified Public Accountant.
2
<PAGE>
CORNELIUS C. BOND, JR. has served on the Company's Board of Directors since
November 1992. Since 1982 he has been and is currently a general partner of
various New Enterprise Associates venture capital funds. Mr. Bond is Chairman
of the Board of Metricom, Inc. and a director of Spectranetics, Inc.
DEAN C. CAMPBELL has served on the Company's Board of Directors since May
1989. Since 1982 Mr. Campbell has been the Managing General Partner of
Campbell Venture Management, a venture capital fund. Mr. Campbell serves as a
director of Telco Systems, Inc. and Sequoia Systems, Inc.
FRANCIS J. HUGHES, JR. has served on the Company's Board of Directors since
1983. Mr. Hughes joined American Research and Development, a private venture
capital firm, in January 1982, became Chief Operating Officer in November 1990
and President in June 1992. He has been a general partner of three American
Research and Development venture capital funds, as well as a general partner
of Hospitality Technology Funds, L.P. Mr. Hughes also serves as a director of
Ceramics Process Systems Corporation and as Chairman of the Board of Sequoia
Systems, Inc.
BOARD COMMITTEES AND MEETINGS
During the fiscal year ended August 31, 1996 the Board of Directors held ten
meetings. The Board has an Audit Committee and a Compensation Committee.
The Audit Committee meets with the Company's independent auditors at least
annually to review the results of the annual audit and discuss the financial
statements; recommends to the Board the independent auditors to be retained;
and receives and considers the accountants' comments as to controls, adequacy
of staff and management performance and procedures in connection with audit
and financial controls. The Audit Committee is composed of two non-employee
directors: Messrs. Campbell and Hughes. It met once during such fiscal year,
although not as an individual committee, but rather as part of a regular
meeting of the Board of Directors.
The Compensation Committee makes recommendations concerning salaries and
incentive compensation, awards stock options to employees and consultants
under the Company's stock option plans and otherwise determines compensation
levels and performs such other functions regarding compensation as the Board
may delegate. The Compensation Committee is composed of three non-employee
directors: Messrs. Bond, Campbell and Hughes. It met once during such fiscal
year.
During the fiscal year ended August 31, 1996, all directors attended 75% or
more of the aggregate of the meetings of the Board and of the committees on
which they served, held during the period for which they were directors or
committee members, respectively.
PROPOSAL 2
APPROVAL OF 1982 STOCK OPTION PLAN, AS AMENDED
In 1982, the Board of Directors adopted, and the stockholders subsequently
approved, the Company's Amended and Restated 1982 Stock Option Plan (the "1982
Plan"). As a result of a series of amendments, at August 31, 1996 there were
500,000 shares of the Company's Common Stock authorized for issuance under the
1982 Plan.
In November 1996, options (net of canceled or expired options) covering an
aggregate of 478,902 shares of the Company's Common Stock had been granted
under the 1982 Plan, and only 21,098 shares (plus any shares that might in the
future be returned to the plan as a result of cancellations or expiration of
options) remained available for future grant under the 1982 Plan.
In November 1996, the Board approved an amendment to the 1982 Plan, subject
to stockholder approval, to enhance the flexibility of the Board and the
Compensation Committee in granting stock options to the Company's employees.
The amendment increases the number of shares authorized for issuance under the
1982 Plan by
3
<PAGE>
150,000 shares, from an aggregate of 500,000 shares to an aggregate of 650,000
shares. The Board adopted these amendments to ensure that the Company can
continue to grant stock options to employees at levels determined appropriate
by the Board and the Compensation Committee.
Stockholders are requested in this Proposal 2 to approve the 1982 Plan, as
amended. The affirmative vote of the holders of a majority of the shares
present in person or represented by proxy and entitled to vote at the meeting
will be required to approve the 1982 Plan, as amended.
MANAGEMENT RECOMMENDS A VOTE IN FAVOR OF PROPOSAL 2
The essential features of the 1982 Plan, as amended, are outlined below:
GENERAL
The 1982 Plan permits the granting of options intended to qualify as
"incentive stock options" ("ISOs") under Section 422 of the Code, and the
granting of "nonstatutory stock options" which do not qualify ("NSOs"). See
"Federal Income Tax Information" for a discussion of the tax treatment of
incentive and non-statutory stock options.
PURPOSE
The 1982 Plan was adopted to provide a means by which selected directors,
officers, employees of and consultants to the Company and its affiliates could
be given an opportunity to purchase stock in the Company, to assist in
retaining the services of employees holding key positions, to secure and
retain the services of persons capable of filling such positions and to
provide incentives for such persons to exert maximum efforts for the success
of the Company.
ADMINISTRATION
The 1982 Plan is administered by the Board of Directors of the Company. The
Board has the power to construe and interpret the 1982 Plan and, subject to
the provisions of the 1982 Plan, to determine the persons to whom and the
dates on which options will be granted, to determine the number of shares to
be subject to each option, to determine whether an option is an incentive
stock option or a supplemental stock option, to establish vesting schedules,
to specify the exercise price and the type of consideration to be paid to the
Company upon exercise, and subject to certain restrictions, to specify any
other terms. The Board of Directors is authorized to delegate administration
of the 1982 Plan to a committee composed of not fewer than two members of the
Board.
ELIGIBILITY
ISOs may be granted under the 1982 Plan only to selected employees
(including officers) of the Company and its affiliates. Selected employees
(including officers) and consultants are eligible to receive NSOs under the
1982 Plan. Directors of the Company shall not be eligible for benefits under
the 1982 Plan unless the Board has delegated discretionary authority to a
committee comprised of disinterested directors or the 1982 Plan otherwise
complies with the requirements of Rule 16b-3 of the Securities Exchange Act of
1934, as amended ("Rule 16b-3").
No option may be granted under the 1982 Plan to any person who, at the time
of the grant, owns (or is deemed to own) stock possessing more than 10% of the
total combined voting power of the Company or any affiliate of the Company,
unless the option exercise price is at least 110% of the fair market value of
the stock subject to the option on the date of grant, and the term of the
option does not exceed five years from the date of grant. No employee or
consultant subject to Rule 16b-3 shall be eligible to receive options for more
than 250,000 shares in any twelve month period.
4
<PAGE>
STOCK SUBJECT TO THE 1982 PLAN
If options granted under the 1982 Plan expire or otherwise terminate without
being exercised, the Common Stock not purchased pursuant to such option again
becomes available for issuance under the 1982 Plan.
TERMS OF OPTIONS
The following is a description of the permissible terms of options under the
1982 Plan. Individual option grants may be more restrictive as to any or all
of the permissible terms described below.
EXERCISE PRICE; PAYMENT. The exercise price of ISOs under the 1982 Plan may
not be less than the fair market value of the Common Stock subject to the
option on the date of the option grant, and in some cases (see "Eligibility"
above), may not be less than 100% of such fair market value. The exercise
price of NSOs under the 1982 Plan may not be less than 85% of the fair market
value of the Common Stock subject to the option on the date of the option
grant.
The exercise price of options granted under the 1982 Plan must be paid
either: (i) in cash at the time the option is exercised; or (ii) at the
discretion of the Board, (a) by delivery of other Common Stock of the Company,
(b) pursuant to a deferred payment arrangement or (c) in any other form of
legal consideration acceptable to the Board.
OPTION EXERCISE. Options granted under the 1982 Plan may become exercisable
in cumulative increments ("vest") as determined by the Board. Shares covered
by currently outstanding options under the 1982 Plan typically vest at
periodic installments in equal increments. In addition, options granted under
the 1982 Plan may permit exercise prior to vesting, but in such event the
optionee may be required to enter into an early exercise stock purchase
agreement that allows the Company to repurchase shares not yet vested at their
exercise price should the optionee leave the employ of the Company before
vesting. To the extent provided by the terms of an option, an optionee may
satisfy any federal, state or local tax withholding obligation relating to the
exercise of such option by a cash payment upon exercise, by authorizing the
Company to withhold a portion of the stock otherwise issuable to the optionee,
by delivering already-owned stock of the Company or by combination of these
means.
TERM. The maximum term of options under the 1982 Plan is 10 years. Options
under the 1982 Plan terminate three months after the optionee ceases to be
employed by the Company or any affiliate of the Company, unless (i) the
termination of employment is due to such person's permanent and total
disability (as defined in the Code), in which case the option may, but need
not, provide that it may be exercised at any time within one year of such
termination; or (ii) the optionee dies while employed by the Company or any
affiliate of the Company, or within three months after termination of such
employment, in which case the option may, but need not, provide that it may be
exercised (to the extent the option was exercisable at the time of the
optionee's death) within 18 months of the optionee's death by the person or
persons to whom the rights to such option pass by will or by the laws of
descent and distribution. Individual options by their terms may provide for
exercise within a longer period of time following termination of an optionee's
employment, directorship or consulting relationship. The option term may also
be extended in the event the exercise of the option within these periods is
prohibited for specified reasons.
ADJUSTMENT PROVISIONS
If there is any change in the stock subject to the 1982 Plan or subject to
any option granted under the 1982 Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, exchange
of shares, change in corporate structure or otherwise), the 1982 Plan and
options outstanding thereunder will be appropriately adjusted as to the class
and the maximum number of shares subject to such plan and the class and the
maximum number of shares and price per share of stock subject to such
outstanding options.
5
<PAGE>
EFFECT OF CERTAIN CORPORATE EVENTS
The 1982 Plan provides that, in the event of a dissolution or liquidation of
the Company, specified type of merger or other corporate reorganization, to
the extent permitted by law, any surviving corporation will be required to
either assume options outstanding under the 1982 Plan or substitute similar
options for those outstanding under such plan, or such outstanding options
will continue in full force and effect. In the event that any surviving
corporation declines to assume or continue options outstanding under the 1982
Plan, or to substitute similar options, then the time during which such
options may be exercised will be accelerated and the options terminated if not
exercised during such time.
DURATION, AMENDMENT AND TERMINATION
The Board may suspend or terminate the 1982 Plan without stockholder
approval or ratification at any time or from time to time. Unless sooner
terminated, the 1982 Plan will terminate in December 2003.
The Board may also amend the 1982 Plan at any time or from time to time.
However, no amendment will be effective unless approved by the stockholders of
the Company within twelve months before or after its adoption by the Board if
the amendment would: (i) modify the requirements as to eligibility for
participation (to the extent such modification requires stockholder approval
in order for the 1982 Plan to satisfy Section 422 of the Code, if applicable,
or Rule 16b-3); (ii) increase the number of shares reserved for issuance upon
exercise of options; or (iii) change any other provision of the 1982 Plan in
any other way if such modification requires stockholder approval in order to
comply with Rule 16b-3 or satisfy the requirements of Section 422 of the Code.
RESTRICTIONS ON TRANSFER
Under the 1982 Plan, an option may not be transferred by the optionee
otherwise than by will or by the laws of descent and distribution. During the
lifetime of an optionee, an option may be exercised only by the optionee. In
addition, shares subject to repurchase by the Company under an early exercise
stock purchase agreement may be subject to restrictions on transfer which the
Board deems appropriate.
FEDERAL INCOME TAX INFORMATION
ISOS. ISOs under the 1982 Plan are intended to be eligible for the favorable
federal income tax treatment accorded "incentive stock options" under the
Code.
There generally are no federal income tax consequences to the optionee or
the Company by reason of the grant or exercise of an ISO. However, the
exercise of an ISO may increase the optionee's alternative minimum tax
liability, if any.
If an optionee holds stock acquired through exercise of an ISO for more than
two years from the date on which the option is granted and more than one year
from the date on which the shares are transferred to the optionee upon
exercise of the option, any gain or loss on a disposition of such stock will
be long-term capital gain or loss. Generally, if the optionee disposes of the
stock before the expiration of either of these holding periods (a
"disqualifying disposition"), at the time of disposition, the optionee will
realize taxable ordinary income equal to the lesser of (i) the excess of the
stock's fair market value on the date of exercise over the exercise price, or
(ii) the optionee's actual gain, if any, on the purchase and sale. The
optionee's additional gain, or any loss, upon the disqualifying disposition
will be a capital gain or loss which will be long-term or short-term depending
on whether the stock was held for more than one year. Long-term capital gains
currently are generally subject to lower tax rates than ordinary income. The
maximum long-term capital gains rate for federal income tax purposes is
currently 28% while the maximum ordinary income rate is effectively 39.6% at
the present time. Slightly different rules may apply to optionees who acquire
stock subject to certain repurchase options or who are subject to Section
16(b) of the Exchange Act.
6
<PAGE>
To the extent the optionee recognizes ordinary income by reason of a
disqualifying disposition, the Company will be entitled (subject to the
requirement of reasonableness, the application of certain provisions of
Section 162(m) of the Code and the satisfaction of a tax reporting obligation)
to a corresponding business expense deduction in the tax year in which the
disqualifying disposition occurs.
NSOS. NSOs granted under the 1982 Plan generally have the following federal
income tax consequences:
There are no tax consequences to the optionee or the Company by reason of
the grant of an NSO. Upon exercise of an NSO, the optionee normally will
recognize taxable ordinary income equal to the excess of the stock's fair
market value on the date of exercise over the option exercise price.
Generally, with respect to employees, the Company is required to withhold from
regular wages or supplemental wage payments an amount based on the ordinary
income recognized. Subject to the requirement of reasonableness, the
application of certain provisions of Section 162(m) of the Code and the
satisfaction of a tax reporting obligation, the Company will be entitled to a
business expense deduction equal to the taxable ordinary income realized by
the optionee. Upon disposition of the stock, the optionee will recognize a
capital gain or loss equal to the difference between the selling price and the
sum of the amount paid for such stock plus any amount recognized as ordinary
income upon exercise of the option. Such gain or loss will be long or short-
term depending on whether the stock was held for more than one year. Slightly
different rules may apply to optionees who acquire stock subject to certain
repurchase options or who are subject to Section 16(b) of the Exchange Act.
POTENTIAL LIMITATION ON COMPANY DEDUCTIONS
Section 162(m) denies a deduction to any publicly held corporation for
compensation paid to certain employees in a taxable year to the extent that
compensation exceeds $1,000,000 for a covered employee. It is possible that
compensation attributable to stock options, when combined with all other types
of compensation received by a covered employee from the Company, may cause
this limitation to be exceeded in any particular year.
Certain kinds of compensation, including qualified "performance-based
compensation," are disregarded for purposes of the deduction limitation. In
accordance with proposed Treasury regulations issued under Section 162(m),
compensation attributable to stock options will qualify as performance-based
compensation, provided that the option is granted by a compensation committee
comprised solely of "outside directors" and either: (i) the option plan
contains a per-employee limitation on the number of shares for which options
may be granted during a specified period, the per-employee limitation is
approved by the stockholders, and the exercise price of the option is no less
than the fair market value of the stock on the date of grant; or (ii) the
option is granted (or exercisable) only upon the achievement (as certified in
writing by the compensation committee) of an objective performance goal
established in writing by the compensation committee while the outcome is
substantially uncertain, and the option is approved by stockholders.
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche as the Company's
independent auditors for the fiscal year ending August 31, 1997 and has
further directed that management submit the selection of independent auditors
for ratification by the stockholders at the Annual Meeting. Deloitte & Touche
has audited the Company's financial statements since August 1986.
Representatives of Deloitte & Touche are expected to be present at the Annual
Meeting, will have an opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.
Stockholder ratification of the selection of Deloitte & Touche as the
Company's independent auditors is not required by the Company's By-laws or
otherwise. However, the Board is submitting the selection of Deloitte &
7
<PAGE>
Touche to the stockholders for ratification as a matter of good corporate
practice. If the stockholders fail to ratify the selection, the Audit
Committee and the Board will reconsider whether or not to retain that firm.
Even if the selection is ratified, the Audit Committee and the Board in their
discretion may direct the appointment of different independent auditors at any
time during the year if they determine that such a change would be in the best
interests of the Company and its stockholders.
The affirmative vote of the holders of a majority of the shares present in
person or represented by proxy and entitled to vote at the Annual Meeting will
be required to ratify the selection of Deloitte & Touche.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE IN FAVOR OF PROPOSAL 3.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of August 31, 1996 by: (i) each nominee for
director; (ii) each of the executive officers of the Company named in the
Summary Compensation Table; (iii) all executive officers and directors as a
group; and (iv) all those known by the Company to be beneficial owners of more
than five percent of its Common Stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP (1)
---------------------------
NUMBER OF PERCENT OF
BENEFICIAL OWNER SHARES TOTAL(2)
- ---------------- ------------- ------------
<S> <C> <C>
Kopp Investment Advisors, Inc.(3)............... 697,421 13.12%
6600 France Avenue South
Suite 672
Edina, MN 55435
American Research and Development(4)............ 390,823 7.35%
45 Milk Street
4th Floor
Boston, MA 02109
University of Rochester......................... 336,377 6.33%
QCI Asset Management
387 E. Main Street
Rochester, NY 14604
Cornelius C. Bond, Jr.(5)....................... 34,701 *
Dean C. Campbell(6)............................. 42,278 *
Francis J. Hughes, Jr.(7)....................... 398,104 7.47%
Gary A. Andersen(8)............................. 140,064 2.63%
Darrell L. Ash(9)............................... 110,058 2.04%
Sam L. Densmore(10)............................. 78,197 1.45%
Christopher G. Conlin(11)....................... 7,000 *
All executive officers and directors as a
group(12)...................................... 670,338 12.21%
</TABLE>
- --------
* Less than one percent.
(1) This table is based upon information supplied by officers, directors,
principal stockholders and Schedule 13G's filed with the Securities and
Exchange Commission (the "SEC"). Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, the Company believes that each of the stockholders named in
this table has sole voting and investment power with respect to the
shares indicated as beneficially owned.
8
<PAGE>
(2) Applicable percentages are based on 5,314,697 shares outstanding on
August 31, 1996, adjusted as required by rules promulgated by the SEC.
(3) Kopp Investment Advisors, Inc. holds voting power with respect to 10,000
shares and shares investment power for all 697,421 shares with its
clients.
(4) Includes 5,000 shares issuable upon exercise of options that are
exercisable within 60 days of August 31, 1996. Harold L. Finelt and
Francis J. Hughes, Jr., exercise voting and investment power over the
shares held by American Research & Development.
(5) Represents 16,666 shares held by Southwest Enterprise Associates, L.P.
("SEA"), 2,235 shares held in the Bond Family Trust and 12,756 shares
issuable upon exercise of options that are exercisable within 60 days of
August 31, 1996. Mr. Bond, a director of the Company, is a general
partner of New Enterprise Associates Partners, L.P., a general partner of
New Enterprise Association II, L.P., and is also a general partner of New
Enterprise Association Partners Southwest, L.P., a general partner of
SEA. Mr. Bond disclaims beneficial ownership of the shares held by SEA in
which he has no pecuniary interest.
(6) Includes 14,000 shares issuable upon exercise of options that are
exercisable within 60 days of August 31, 1996.
(7) Represents 385,823 shares held by affiliates of American Research and
Development. Also includes 5,000 shares issuable upon the exercise of
options that are exercisable within 60 days of August 31, 1996 and which
are held by affiliates of American Research and Development. Also
includes 7,281 shares issuable upon exercise of options that are
exercisable within 60 days of August 31, 1996. Mr. Hughes disclaims
beneficial ownership of the shares held by such entities, except to the
extent of his pecuniary interest therein.
(8) Includes 20,888 shares issuable upon the exercise of options that are
exercisable within 60 days of August 31, 1996. Mr. Andersen's employment
with the Company as its President and Chief Executive Officer terminated
in July 1996. As part of his separation and consulting agreement with the
Company, all of Mr. Andersen's options became vested.
(9) Includes 74,234 shares issuable upon exercise of options that are
exercisable within 60 days of August 31, 1996.
(10) Includes 66,250 shares issuable upon exercise of options that are
exercisable within 60 days of August 31, 1996.
(11) Includes 7,000 shares issuable upon exercise of options that are
exercisable within 60 days of August 31, 1996.
(12) Includes an aggregate of 186,521 shares issuable upon exercise of options
held by executive officers and directors that are exercisable within 60
days of August 31, 1996.
COMPLIANCE WITH THE REPORTING REQUIREMENTS OF SECTION 16(A)
Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act")
requires the Company's directors, executive officers, and persons who own more
than ten percent of a registered class of the Company's equity securities to
file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent stockholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of the copies of such reports furnished to the
Company and written representations that no other reports were required, to
the Company's knowledge, its officers, directors and greater-than-ten-percent
beneficial owners complied with all Section 16(a) filing requirements during
the fiscal year ended August 31, 1996; except that one Form 4 report, covering
an aggregate of one transaction, was filed late by Mr. Campbell.
9
<PAGE>
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives a quarterly retainer of
$1,500 and a per meeting fee of $1,200 per day for each board meeting attended
by a member in person. The members of the Board of Directors are also eligible
for reimbursement for their expenses incurred in connection with attendance at
Board meetings in accordance with Company policy.
Each non-employee director of the Company also receives stock option grants
under the 1994 Non-Employee Directors' Stock Option Plan (the "Directors'
Plan"). Only non-employee directors of the Company are eligible to receive
options under the Directors' Plan. Options granted under the Directors' Plan
are intended by the Company not to qualify as incentive stock options under
the Code.
Option grants under the Directors' Plan are non-discretionary. On January
2nd of each year (or the next business day should such date be a legal
holiday), each member of the Company's Board of Directors who is not an
employee of the Company or, where specified by the non-employee director, an
affiliate of such director, is automatically granted under the Directors'
Plan, without further action by the Company, the Board of Directors or the
stockholders of the Company, an option to purchase 4,500 shares of Common
Stock of the Company. No other options may be granted at any time under the
Directors' Plan. The exercise price of options granted under the Directors'
Plan is 100% of the fair market value of the Common Stock on the date of the
option grant. Options are subject to vesting over a four-year period
commencing one year after the date of grant, and terminate ten years from the
date of grant unless terminated sooner pursuant to termination of the
optionee's status as a director or otherwise pursuant to the Directors' Plan.
In the event of a merger of the Company with or into another corporation or
consolidation, acquisition of assets or other change-in-control transaction
involving the Company, each option either becomes exercisable in full or is
assumed or an equivalent option is substituted by the successor corporation.
Unless terminated sooner, the Directors' Plan will terminate in 2004. The
Directors' Plan will be administered by the Board of Directors of the Company.
The Board has authority to amend or terminate the Directors' Plan, provided
that no such action may impair the rights of any optionee without the
optionee's consent. As of August 31, 1996, no options had been exercised under
the Directors' Plan.
10
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
SUMMARY OF COMPENSATION
The following table shows for the fiscal year ended August 31, 1996,
compensation awarded or paid to, or earned by, the Company's Chief Executive
Officer and its other three most highly compensated executive officers at
August 31, 1996 whose total annual salary and bonus exceeded $100,000 during
the fiscal year ended August 31, 1996 (the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------------- ---------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND COMPENSATION AWARDS OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) ($)(2) (#)(3) ($)(4)
- ------------------ ---- -------- ------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gary A. Andersen(5)
Former President and 1996 141,250 44,427 -- -0- 30,000 342
Chief 1995 147,337 33,932 -- -0- 160
Executive Officer 1994 130,000 81,012 -- 20,833 106
Sam L. Densmore(6) 1996 135,000 39,984 -- -0- 30,000 342
President and Chief 1995 131,986 27,763 - -0- 160
Executive Officer 1994 98,333 62,377 - 100,000 484
Darrell L. Ash 1996 115,000 16,721 - -0- 10,000 342
Senior Vice President, 1995 112,235 12,750 - -0- 148
Engineering 1994 90,000 22,140 -- 16,666 178
Christopher G. Conlin 1996 63,447(7) 55,000 44,991(8) -- 60,000 143
Vice President, Sales
and Marketing
</TABLE>
- --------
(1) In accordance with Securities and Exchange Commission ("Commission")
rules, Other Annual Compensation in the form of perquisites and other
personal benefits has been omitted where the aggregate amount of such
perquisites and other personal benefits constitute less than the lesser of
$50,000 or 10% of the total annual salary and bonus for the Named
Executive Officer for the fiscal year.
(2) Represent Restricted Stock Awards granted in December 1995 to Mr.
Andersen, Mr. Densmore and Mr. Ash for 10,000, 10,000 and 2,000 shares of
Common Stock of the Company, respectively. The Restricted Stock Awards
have a per share price of $7.00. As of August 31, 1996, the fair market
value of the Company's Common Stock was $6.75 per share. Consequently, no
value is reflected in the Table for such Restricted Stock Awards. The
Restricted Stock Awards vest at a rate of 25% annually, and therefore will
be fully vested in December 1999.
(3) The Company has not granted stock appreciation rights.
(4) Represents premiums paid by the Company on a life insurance policy. The
Company is not the beneficiary of the policy.
(5) Mr. Andersen resigned from his positions as President, Chief Executive
Officer and director of the Company effective July 1996.
(6) Mr. Densmore was appointed President and Chief Executive Officer of the
Company in July 1996.
(7) Represents pro-rated salary paid from March 1996, based on an annual
salary of $145,000.
(8) Represents reimbursements of relocation expenses.
11
<PAGE>
STOCK OPTION GRANTS AND EXERCISES
The Company has two stock option plans for the benefit of officers and other
employees: its Amended and Restated 1982 Stock Option Plan, as previously
described in detail in Proposal 2, and its 1986 Supplemental Stock Option Plan
(the "1986 Plan").
The 1986 Plan was adopted by the Board of Directors in July 1986 and has
been amended seven times, most recently in January 1994. Pursuant to the 1986
Plan, the Company may grant nonstatutory stock options to key employees,
directors of or consultants or advisors to the Company. A total of 712,500
shares of Common Stock have been reserved for issuance under the 1986 Plan.
The 1986 Plan is administered by the Compensation Committee. No vesting is
required under the 1986 Plan, although it may be imposed by the committee. The
maximum term of a stock option under the 1986 Plan is 10 years, but if the
optionee at the time of grant has voting power over more than 10% of the
Company's outstanding capital stock, the maximum term of an incentive stock
option is five years. The exercise price of non statutory stock options
granted under the 1986 Plan is determined by the Compensation Committee.
Options granted under the 1986 Plan are generally non-transferable. The
exercise price may be paid in cash or any other form of consideration that may
be acceptable to the Board of Directors.
Options generally terminate three months after termination of the optionee's
employment or relationship as a consultant or director unless such termination
is caused by the permanent disability or death of the optionee. The 1986 Plan
may be amended at any time by the Board of Directors, although certain
amendments would require stockholder approval. The 1986 Plan will terminate in
November 2002, unless earlier terminated by the Board of Directors.
The following table sets forth certain information for the fiscal year ended
August 31, 1996, regarding options held at year-end by the Named Executive
Officers. Options to purchase 130,000 shares of the Company's Common Stock
were granted to the Named Executive Officers during the last fiscal year.
Options to purchase 159,167 shares of the Company's Common Stock were
exercised by the Named Executive Officers during the last fiscal year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
08/31/96 (#) 08/31/96 ($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE(1)
- ---- --------------- ------------ ------------- ----------------
<S> <C> <C> <C> <C>
Gary A. Andersen........ 159,167 829,273 20,888/-0- 46,998/-0-
Darrell L. Ash.......... -0- -0- 73,123/13,542 395,607/15,885
Sam L. Densmore......... -0- -0- 61,666/68,334 299,997/240,004
Christopher G. Conlin... -0- -0- 5,000/55,000 -0-/-0-
</TABLE>
- --------
(1) Based on the fair market value of the Common Stock as of August 31, 1996
of $6.75, minus the exercise price, multiplied by the number of shares
underlying the option.
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION(/1/)
GENERAL
Compensation of senior executives of the Company is determined by the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee, comprised entirely of outside directors, meets to fix annual
salaries in advance and bonuses for the current year, to review annual goals
to reward outstanding annual performance of executive and to grant stock
options pursuant to the 1982 Plan and the 1986 Plan.
COMPENSATION PHILOSOPHY
The primary goal of the Company is to align compensation with the Company's
business objectives and performance. The Company's aim is to attract, retain
and reward executive officers and other key employees who contribute to the
long-term success of the Company and to motivate those individuals to enhance
long-term stockholder value. To establish this relationship between executive
compensation and the creation of stockholder value, the Board of Directors has
adopted a total compensation package comprised of base salary, bonus and stock
option awards. Key elements of this compensation package are:
. The Company pays competitively with leading companies with which the
Company competes for talent.
. The Company maintains annual incentive opportunities sufficient to
provide motivation to achieve specific operating goals and to generate
rewards that bring total compensation to competitive levels.
. The Company provides significant equity-based incentives for executives
and other key employees to ensure that individuals are motivated over the
long term to respond to the Company's business challenges and
opportunities as owners and not just as employees.
BASE SALARY
Each executive officer's base salary is reviewed on an annual basis. Among
those factors taken into consideration are (1) individual and corporate
performance, (2) level of responsibility, (3) prior experience, (4) breadth of
knowledge of the industry, and (5) competitive pay practices.
BONUS
The Company believes that executive performance may be maximized via a
system of annual incentive awards. The actual incentive award earned depends
on the extent to which the Company and individual performance objectives are
achieved. Early in the fiscal year, the Compensation Committee will review and
approve the annual performance objectives for the Company and the individual
officers. The Company's objectives consist of operating, strategic and
financial goals that are considered to be critical to the Company's overall
goal: building stockholder value. For the fiscal year ended August 31, 1996,
the Board of Directors determined that the primary goal in building
stockholder value would be the increase in net income via both an expansion of
revenues and the control of costs. During the most recent fiscal year, product
sales increased by 11% over the results of the prior fiscal year and net
income increased by 24% during the same period. This represented a partial
achievement of the targeted revenue bonus goal and a partial achievement of
the targeted bonus goal for net income. The cash and stock option bonuses were
determined in accordance with those results.
- --------
/1/(The material in this report is not "soliciting material," is not deemed
"filed" with the SEC, and is not to be incorporated by reference into any
filing of the Company under the 1933 Act or 1934 Act, whether made before
or after the date hereof and irrespective of any general incorporation
language contained in such filing.)
13
<PAGE>
LONG-TERM INCENTIVES
The Company's primary long-term incentive program presently consists of the
Plans and the Purchase Plan. The Plans utilize vesting periods (generally four
years) to encourage key employees to continue in the employ of the Company.
Through option grants, executives receive significant equity incentives to
build long-term stockholder value. The exercise price of options granted under
the Plans generally is 100% of the fair market value of the underlying stock
on the date of grant. Employees receive value from these grants only if the
Company's Common Stock appreciates in the long term.
The Company established the Purchase Plan both to encourage employees to
continue in the employ of the Company and to motivate employees through
ownership interest in the Company. Under the Purchase Plan, employees,
including officers, may have up to 15% of their earnings withheld for
purchases of Common Stock on certain dates specified by the Board. The price
of Common Stock purchased will be equal to 85% of the lower of the fair market
value of the Common Stock on the purchase date of the commencement date or
closing date of the relevant offering period. In Fiscal 1996, the Committee
granted stock options to purchase 130,000 shares of the Company's Common Stock
to the Company's Named Executive Officers.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Densmore's base salary, bonus and grants of stock options were
determined in accordance with the criteria described in the "Base Salary,"
Bonus," and "Long Term Incentives" sections of this report. Mr. Densmore's
Base Salary of $135,000 and cash bonus of $39,984 reflect the Board and the
Committee's assessment of (1) his very favorable performance, (2) his skills
in relation to other CEO's in the Company's industry, (3) the Board's
confidence in Mr. Densmore's ability to lead the Company's continued
development, and (4) his broad involvement in the operations of the Company.
Taking these factors into account, in October 1996, the Board set Mr.
Densmore's base salary for the fiscal year ending August 31, 1997 at $185,000.
CERTAIN TAX CONSIDERATIONS
Section 162(m) of the Internal Revenue Code (the "Code") limits the Company
to a deduction for federal income tax purposes of not more than $1 million of
compensation paid to certain executive officers in a taxable year.
Compensation above $1 million may be deducted if it is "performance-based
compensation" within the meaning of the Code.
The Board of Directors believes that at the present time it is unlikely that
the compensation paid to any executive officer in a taxable year will exceed
$1 million. Therefore, the Board of Directors has not established a policy for
determining which forms of incentive compensation awarded to executive
officers shall be designed to qualify "performance-based compensation."
From the disinterested members of the Board of Directors and Compensation
Committee:
Cornelius C. Bond, Jr.
Dean C. Campbell
Francis J. Hughes, Jr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Sam L. Densmore, the Company's President and Chief Executive Officer,
participated in the deliberations of the Board of Directors concerning
executive officer compensation, except where the decision directly involved
his compensation package.
14
<PAGE>
PERFORMANCE MEASUREMENT COMPARISON(/1/)
The following line graph shows the total stockholder return of an investment
of $100 in cash on August 31, 1996 for (i) the Company's Common Stock, (ii)
the NASDAQ Stock Market (U.S.) and (iii) the NASDAQ Electronic Components
Index. All values assume reinvestment of the full amount of all dividends and
are calculated as of August 31 of each year:
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG RF MONOLITHICS, INC., NASDAQ STOCK MARKET-US,
AND NASDAQ ELECTRONIC COMPONENTS
PERFORMANCE GRAPH APPEARS HERE
NASDAQ NASDAQ
Measurement Period RF MONOLITHICS, STOCK ELECTRONIC
(Fiscal Year Covered) INC. MARKET-US COMPONENTS
- ------------------- --------------- ---------- ----------
Measurement Pt-07/28/94 $100 $100 $100
FYE 08/31/94 $114 $113 $108
FYE 08/31/95 $124 $145 $227
FYE 08/31/96 $100 $164 $231
CERTAIN TRANSACTIONS
INDEMNIFICATION
The Company has entered into indemnity agreements with certain officers and
directors which provide, among other things, that the Company will indemnify
such officer or director, under the circumstances and to the extent provided
for therein, for expenses, damages, judgments, fines and settlements he may be
required to pay in actions or proceedings which he is or may be made a party
be reason of his position as a director, officer or other agent of the
Company, and otherwise to the full extent permitted under Delaware law and the
Company's By-laws.
- --------
/1/This Section is not "soliciting material," is not deemed "filed" with the
SEC and is not to be incorporated by reference in any filing of the Company
under the 1933 Act or the 1934 Act whether made before or after the date
hereof and irrespective of any general incorporation language in any such
filing.
15
<PAGE>
OTHER MATTERS
The Board of Directors knows of no other matters that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
/s/ JAMES FARLEY
James Farley
Secretary
December 17, 1996
A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 1996 IS AVAILABLE
WITHOUT CHARGE UPON WRITTEN REQUEST TO: CORPORATE SECRETARY, RF MONOLITHICS,
INC., 4441 SIGMA ROAD, DALLAS, TX 75244.
16
<PAGE>
DETACH HERE RFM 2
RF MONOLITHICS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 1997
PROXY
The undersigned hereby appoints SAM L. DENSMORE and JAMES FARLEY, and
each of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of RF Monolithics, Inc. which
the undersigned may be entitled to vote at the Annual Meeting of Stockholders
of RF Monolithics, Inc. to be held at the Grand Kempinski, 15201 Dallas
Parkway, Dallas, Texas 75248 on Tuesday, January 28, 1997, at 9:00 a.m., local
time, and at any and all continuations and adjournments thereof, with all
powers that the undersigned would possess if personally present, upon and in
respect of the following matters and in accordance with the following
instructions, with discretionary authority as to any and all other matters
that may properly come before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 AS MORE SPECIFICALLY
DESCRIBED IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS
PROXY WILL BE VOTED IN ACCORDANCE THEREWITH.
--------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE |SEE REVERSE |
| SIDE |
--------------
<PAGE>
DETACH HERE
Please mark
X votes as in _____
this example |
|
1. To elect four directors to hold office until the next
Annual Meeting of Stockholders and until their
successors are elected.
Nominees: Sam L. Densmore, Cornelius C. Bond, Jr.,
Dean C. Campbell, Francis J. Hughes, Jr.
FOR WITHHELD
[ ] ALL [ ] FROM ALL
NOMINEES NOMINEES
MARK HERE
[ ] FOR ADDRESS [ ]
CHANGE AND
NOTE BELOW
For all nominees except as noted above
2. To approve the Company's 1982 Stock Option FOR AGAINST ABSTAIN
Plan, as amended, to increase the aggregate [ ] [ ] [ ]
number of shares of common stock authorized
for issuance under such plan by 150,000
shares.
3. To ratify selection of Deloitte & Touche FOR AGAINST ABSTAIN
LLP as independent auditors of the [ ] [ ] [ ]
Company for its fiscal year ending
August 31, 1997.
MANAGEMENT RECOMMENDS A VOTE FOR THE NOMINEES FOR DIRECTOR LISTED ABOVE AND A
VOTE FOR PROPOSALS 2 AND 3.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
Please sign exactly as your name appears hereon. If the stock is registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.
Signature:___________ Date:_________ Signature:______________ Date:______
