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:
[X] Preliminary proxy statement
[_] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to
Rule 14a-11(c) or Rule 14a-12
Hudson Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
Board of Directors of Hudson Technologies, Inc.
(Name of Person(s) 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)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total Fee Paid:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing party:
________________________________________________________________________________
(4) Date filed:
________________________________________________________________________________
<PAGE>
HUDSON TECHNOLOGIES, INC.
25 Torne Valley Road
Hillburn, New York 10931
December 31, 1998
Dear Fellow Shareholders:
You are cordially invited to attend a Special Meeting of Shareholders which
will be held on Thursday, February 4, 1999, at 10:00 A.M. at the Empire Ball
Room, Holiday Inn and Conference Center, Three Executive Boulevard, Suffern, New
York 10901.
The Notice of Special Meeting and Proxy Statement which follow describe the
business to be conducted at the meeting.
Whether or not you plan to attend the Special Meeting in person, it is
important that your shares be represented and voted. After reading the enclosed
Notice of Special Meeting and Proxy Statement, I urge you to complete, sign,
date and return your proxy card in the envelope provided. If the address on the
accompanying material is incorrect, please inform our Transfer Agent,
Continental Stock Transfer & Trust Company, at 2 Broadway, New York, New York
10004, in writing, of the correct address.
Your vote is very important, and we will appreciate a prompt return of your
signed proxy card. We hope to see you at the meeting.
Cordially,
Kevin J. Zugibe, P.E.
Chairman of the Board
<PAGE>
PRELIMINARY COPY
HUDSON TECHNOLOGIES, INC.
----------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 4, 1999
----------
To the Shareholders of HUDSON TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of Hudson
Technologies, Inc. (the "Company") will be held on February 4, 1999 at 10:00
A.M., at the Empire Ball Room, Holiday Inn and Conference Center, Three
Executive Boulevard, Suffern, New York 10901, for the following purposes:
1. To consider and vote upon a proposal to amend the Company's Certificate
of Incorporation to authorize the Board of Directors of the Company to
issue Preferred Stock; and
2. To transact such other business as may properly come before the meeting
or any adjournment or adjournments thereof.
Only shareholders of record at the close of business on December 29, 1998
are entitled to notice of and to vote at the Special Meeting or any adjournments
thereof.
By Order of the Board of Directors
Stephen P. Mandracchia
Secretary
December 31, 1998
- --------------------------------------------------------------------------------
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING:
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE
PROVIDED FOR THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE, AND IF YOU ARE
PRESENT AT THE MEETING YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AT THAT TIME AND
EXERCISE THE RIGHT TO VOTE YOUR SHARES PERSONALLY.
- --------------------------------------------------------------------------------
<PAGE>
PRELIMINARY COPY
PROXY STATEMENT
HUDSON TECHNOLOGIES, INC.
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 4, 1999
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Hudson Technologies, Inc. (the "Company")
for use at a Special Meeting of Shareholders (the "Special Meeting") to be held
on Thursday, February 4, 1999, and including any adjournment or adjournments
thereof, for the purposes set forth in the accompanying Notice of Meeting.
Management intends to mail this proxy statement and the accompanying form
of proxy to shareholders on or about December 31, 1998.
Proxies in the accompanying form, duly executed, returned to the management
of the Company and not revoked, will be voted at the Special Meeting. Any proxy
given pursuant to such solicitation may be revoked by the shareholder at any
time prior to the voting of the proxy by a subsequently dated proxy, by written
notification to the Secretary of the Company, or by personally withdrawing the
proxy at the Special Meeting and voting in person.
The address and telephone number of the principal executive offices of the
Company are:
25 Torne Valley Road
Hillburn, New York 10931
Telephone No.: (914) 368-4990
OUTSTANDING STOCK AND VOTING RIGHTS
Only shareholders of record at the close of business on December 29, 1998
(the "Record Date") are entitled to notice of and to vote at the Special
Meeting. As of the Record Date, there were issued and outstanding 5,065,820
shares of the Company's common stock, par value $.01 per share ("Common Stock"),
the only class of voting securities of the Company. Each share of Common Stock
entitles the holder thereof to one vote on each matter submitted to a vote at
the Special Meeting.
VOTING PROCEDURES
The proposed amendment to the Company's Certificate of Incorporation to
provide for a class of preferred stock must be adopted by a majority of the
shares of Common Stock outstanding as of the Record Date. All other matters to
be acted upon at the meeting will be decided by the majority of the votes cast
by the holders of the shares of Common Stock present in person or represented by
proxy at the Special Meeting, provided a quorum is present. A quorum will be
present at the Special Meeting if the holders of a majority of the outstanding
shares of Common Stock as of the Record Date are present in person or
represented by proxy. Votes will be counted and certified by one or more
Inspectors of Election who are expected to be employees of Continental Stock
Transfer & Trust Company, the Company's transfer agent.
In accordance with applicable law, abstentions and "broker non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners
<PAGE>
or other persons entitled to vote shares as to a matter with respect to which
the brokers or nominees do not have discretionary power to vote) will be treated
as present for purposes of determining the presence of a quorum. Based upon the
Company's understanding of the requirements of the law of the State of New York
and the Certificate of Incorporation and By-laws, as amended (the "By-laws"), of
the Company, "votes cast" at a meeting of shareholders by the holders of shares
entitled to vote are determinative of the outcome of the matter to be voted on.
Failures to vote, broker non-votes and abstentions will not be considered "votes
cast." Because of the requirement for an absolute majority of the outstanding
Common Stock to approve the proposed amendment to the Certificate of
Incorporation, failures to vote, broker non-votes and abstentions will have the
same effect as a vote "against" the proposed amendment to the Certificate of
Incorporation.
Proxies will be voted in accordance with the instructions thereon. Unless
otherwise stated, all shares represented by such proxy will be voted as
instructed. Proxies may be revoked as noted above.
PROPOSAL 1
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE
OF INCORPORATION TO AUTHORIZE PREFERRED STOCK
The Board of Directors has adopted a resolution unanimously approving and
recommending to the Company's shareholder's for their approval of an amendment
to the Certificate of Incorporation of the Company which would authorize the
issuance of up to 5,000,000 shares of Preferred Stock. Listed on Exhibit A
hereto and incorporated herein by reference is the complete text of the proposed
amendment to the Certificate of Incorporation.
The proposed amendment will authorize the issuance of up to 5,000,000
shares of Preferred Stock, par value $0.01 per share ("Preferred Stock"). The
Company currently has no authorized stock other than Common Stock. Upon adoption
of the amendment, the Board of Directors will, without further action by the
stockholders, unless otherwise required by law or any applicable rules of any
stock exchange or the Nasdaq Stock Market, Inc. then pertaining to the Company,
be authorized to issue up to 5,000,000 shares of Preferred Stock at such times,
for such purposes and for such consideration as it may determine.
Management believes that the availability of such a security may prove
useful in connection with financing the capital needs of the Company, possible
future acquisitions and mergers, employee incentive or compensation plans, or
other purposes. The authorization will enable the Company to act promptly if
appropriate circumstances arise which require the issuance of such shares. The
Company has historically financed its working capital requirements through cash
flow from operations, the issuance of debt and equity securities, bank
borrowings and loans from officers. The Company anticipates that it may require
significant cash infusions to expand its service business and continue
operations as currently conducted. The Company is currently exploring
alternatives to raise additional capital. Such additional financing could
consist of additional debt or the issuance of equity securities, including
Preferred Stock, or a combination thereof. In this regard, the Company has
recently entered into an agreement with a registered broker-dealer to act as the
Company's exclusive financial advisor and sales agent with respect to a proposed
private placement of convertible preferred stock or convertible debentures (the
"New Securities") in an amount currently estimated to be $6.0 million. The
Company will pay the advisor a $25,000 engagement fee and $25,000 per month
retainer fee (for up to 3 months), as well as a success fee if the private
placement is consummated. The success fee is not expected to exceed $420,000 and
the issuance by the Company to the advisor of warrants to purchase five percent
of the common stock issuable upon conversion of the New Securities sold at an
exercise price of 115% of the price paid by the
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<PAGE>
investors. It is currently anticipated that the New Securities will bear
interest at 7% per annum, will have a liquidation preference over the Common
Stock equal to the higher of the price paid by the investors or the fair market
value of any Common Stock the investors would have received if they had
converted their New Securities immediately prior to liquidation. It is also
expected that the New Securities will be redeemable by the Company after two
years in the event that the trading price of the Common Stock attains certain
specified levels and that holders will be able to convert their New Securities
into Common Stock at a price equal to not less than the fair market value of the
Common Stock at the time of issuance of the New Securities. It is expected that
the holders of the New Securities will also have the right to elect at least one
member to the Company's Board of Directors. In addition, it is anticipated that
the Company will not be able, without the consent of the holders of a majority
of the New Securities: (i) issue any class or series of equity security senior
to the New Securities as to payment of dividends or as to payment upon
liquidation of the Company; (ii) amend its Certificate of Incorporation or
By-laws in any manner which would materially adversely impair or reduce the
rights of the New Securities; (iv) effect a merger or consolidation resulting in
a change of control of the Company or sell substantially all of the Company's
assets; or (v) liquidate or dissolve. In addition, it is anticipated that the
Company will be prohibited, without the consent of a majority of its Board of
Directors, including a member of the Board elected by the holders of the New
Securities; from (i) redeeming or repurchasing any shares of Common Stock except
for Common Stock held by departing executive officers; or (ii) entering into any
material transaction with affiliates or affiliated entities. There can be no
assurance that the Company will obtain necessary financing on acceptable terms,
or at all or that the terms of the proposed offering of New Securities will not
be materially different from the terms discussed above. Failure to obtain
additional financing, if required, would have a material adverse effect on the
Company's financial condition and results of operations.
The proposed amendment would authorize the Board of Directors to provide
for the issuance, from time to time, of Preferred Stock in one or more series
and to fix the terms of each series. Each series of Preferred Stock could, as
determined by the Board of Directors at the time of issuance, rank, in respect
of dividends and liquidation, senior to the Common Stock.
In establishing the terms of a series of Preferred Stock, the Board of
Directors would be authorized to set, among other things, the number of shares,
the dividend rate and preferences, the cumulative or non-cumulative nature of
dividends, the redemption provisions, the sinking fund provisions, the
conversion rights, the amounts payable, and preferences, in the event of the
voluntary or involuntary liquidation of the Company, and the voting rights in
addition to those required by law. Such terms could include provisions
prohibiting the payment of Common Stock dividends or purchases by the Company of
Common Stock in the event dividends or sinking fund payments on the Preferred
Stock were in arrears. In the event of liquidation, the holders of Preferred
Stock of each series might be entitled to receive an amount specified for such
series by the Board of Directors before any payment could be made to the holders
of Common Stock.
The authorization of new shares of Preferred Stock will not, by itself,
have any effect on the rights of the holders of shares of Common Stock.
Nonetheless, the issuance of one or more series of Preferred Stock could affect
the holders of shares of the Common Stock in a number of respects, including the
following: (a) if voting rights are granted to any newly issued series of
Preferred Stock, the voting power of the Common Stock will be diluted, (b) the
issuance of Preferred Stock may result in a dilution of earnings per share of
the Common Stock, (c) dividends payable on any newly issued series of Preferred
Stock will reduce the amount of funds available for payment of dividends on the
Common Stock, (d) future amendments to the Certificate of Incorporation
affecting the Preferred Stock may require approval by the separate vote of the
holders of the Preferred Stock or in some cases the holders of shares of one or
more series of Preferred Stock (in addition to the approval of the holders of
shares of the Common Stock) before action can be taken by the Company, and (e)
make more difficult or discourage an attempt to obtain control of the Company by
means of a merger, tender offer, proxy consent or otherwise.
-3-
<PAGE>
The Board of Directors has unanimously determined that the proposed
amendment to the Company's Certificate of Incorporation is in the best interest
of the Company and its shareholders. The Board of Directors therefore recommends
a vote FOR adoption of the proposed amendment to authorize the issuance of up to
5,000,000 shares of Preferred Stock. The affirmative vote of the holders of at
least a majority of the issued and outstanding shares of the Company's Common
Stock entitled to vote at the Special Meeting is required to approve the
amendment to the Certificate of Incorporation. Officers and directors of the
Company who own as of the Record Date approximately 20% of the outstanding
Common Stock have indicated their intent to vote FOR the amendment to the
Certificate of Incorporation.
Recommendation
THE BOARD BELIEVES THAT THE PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE
OF INCORPORATION IS IN THE BEST INTEREST OF THE COMPANY AND UNANIMOUSLY
RECOMMENDS A VOTE FOR ITS APPROVAL.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date based on
the information obtained from the persons named below, with respect to the
beneficial ownership of Common Stock by (i) each person known by the Company to
be the beneficial owner of more than 5% of the Company's outstanding Common
Stock, (ii) each of the Company's Chief Executive Officer during the fiscal year
ended December 31, 1997 and the other executive officers of the Company whose
salary was in excess of $100,000 for the fiscal year ended December 31, 1997
(except for Mr. Stephen Spain who resigned in December 1997), (iii) each
director of the Company, and (iv) all directors and executive officers of the
Company as a group:
Amount and
Name and Nature of Percentage of
Address of Beneficial Outstanding
Beneficial Owner(1) Ownership(2) Shares Owned
------------------- ------------ ------------
Kevin J. Zugibe 363,500(3)(4) 7.0%
Thomas P. Zugibe 350,540(3)(5) 6.8
Stephen P. Mandracchia 345,000(3)(5) 6.8
Stephen J. Cole-Hatchard 273,000(3) 5.3
Walter A. Phillips 37,000(6) *
Robert Johnson 28,500(7) *
Vincent P. Abbatecola 7,600(8) *
Otto C. Morch 5,600(8) *
Dominic J. Monetta 11,000(8) *
Fredrick T. Zugibe 285,400(3) 5.6
Harry C. Schell 25,000(9) *
DuPont Chemical and Energy
Operations, Inc. 500,000(10) 9.9
All directors and executive
officers as a group (13 persons) 1,347,352(11) 24.1%
- ----------
* Less than one percent
(1) Unless otherwise indicated, the address of each of the persons listed is the
address of the Company, 25 Torne Valley Road, Hillburn, New York 10931.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the Record Date. Each beneficial
owner's percentage ownership is determined by assuming that options and warrants
that are held by such person (but not held by any other person) and which are
exercisable within 60 days from the Record Date have been exercised. Unless
otherwise noted, the Company believes that all persons named in the table have
sole voting and investment power with respect to all shares of Common Stock
beneficially owned by them.
-5-
<PAGE>
(3) Includes 67,272 shares which may be purchased at $5.50 per share under an
immediately exercisable option.
(4) Includes (i) 18,600 shares which may be purchased at $4.47 per share and
(ii) 40,000 shares which may be purchased at $3.00 per share under immediately
exercisable options.
(5) Includes (i) 18,600 shares which may be purchased at $4.47 per share and
(ii) 25,000 shares which may be purchased at $3.00 per share under immediately
exercisable options.
(6) Includes (i) 15,000 shares which may be purchased at $5.625 per share and
(ii) 10,000 shares which may be purchased at $4.06 per share and (iii) 4,700
shares which may be purchased by the named person at $3.50 per share under
immediately exercisable options.
(7) Represents shares issuable upon immediately exercisable options.
(8) Includes 5,000 shares which may be purchased at $3.00 per share under
immediately exercisable options.
(9) Includes 10,000 shares which may be purchased at $3.00 per share under
immediately exercisable options.
(10) According to a Schedule 13D filed with the Securities and Exchange
Commission, DuPont Chemical and Energy Options, Inc. ("DCEO") and E.I. DuPont de
Nemours and Company claim shared voting and dispositive power over the shares.
DCEO's address is DuPont Building, Room 8045, 1007 Market Street, Wilmington, DE
19898.
(11) Includes exercisable options to purchase an aggregate of 532,160 shares of
common stock held by the directors and executive officers as a group.
OTHER INFORMATION
Proxies for the Special Meeting will be solicited by mail and through
brokerage institutions and all expenses involved, including printing and
postage, will be paid by the Company. The Company is also considering hiring
Georgeson & Co., a proxy solicitation firm, to solicit proxies. If hired, it is
expected that the amount to be paid to such firm will not exceed $6,500.
The Board is not aware of any other matters, except for those incident to
the conduct of the Special Meeting, that are to be presented to shareholders for
formal action at the Special Meeting. If, however, any other matters properly
come before the Special Meeting or any adjournments thereof, it is the intention
of the persons named in the proxy included herewith to vote such proxy in
accordance with their judgment.
By order of the Board
of Directors
Kevin J. Zugibe, P.E.
Chairman of the Board
December 31, 1998
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<PAGE>
EXHIBIT A
FORM OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION
TO AUTHORIZE PREFERRED STOCK
3. The Certificate of Incorporation is amended as authorized by Section 801
of the Business Corporation Law to provide for the corporation to have authority
to issue up to 5,000,000, $.01 par value, shares of preferred stock.
4. To effectuate the foregoing, Paragraph (5) of the Certificate of
Incorporation, which refers to the authorized shares of the corporation, is
hereby amended to read as follows:
"(5) The total number of shares of capital stock which the Corporation
shall have authority to issue is Twenty-Five Million (25,000,000) shares,
of which Twenty Million (20,000,000) shares shall be Common Stock, par
value $.01 per share, and Five Million (5,000,000) shares shall be
Preferred Stock, par value $.01 per share.
The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors of the Corporation is hereby expressly authorized to
provide, by resolution or resolutions duly adopted by it prior to issuance, for
the creation of each such series and to fix the designation and the powers,
preferences, rights, qualifications, limitations and restrictions relating to
the shares of each such series. The authority of the Board of Directors with
respect to each series of Preferred Stock shall include, but not be limited to,
determining the following:
(a) the designation of the series and the number of shares to
constitute such series (which number may be increased or decreased from
time to time unless otherwise provided by the Board of Directors);
(b) the dividend rate (or method of determining such rate), any
conditions on which and times at which dividends are payable, the
preference or relation which such dividends shall bear to the dividends
payable on any other class or classes or of any other series of capital
stock including the Preferred Stock, and whether such dividends shall be
cumulative or non-cumulative;
(c) whether the series will be redeemable (at the option of the
Corporation or the holders of such shares or both, or upon the happening of
a specified event) and, if so, the redemption prices and the conditions and
times upon which redemption may take place and whether for cash, property
or rights, including securities of the corporation or another corporation;
(d) whether the shares of such series shall be subject to the
operation of a retirement or sinking fund and, if so, the extent to and
manner in which any such retirement or sinking fund shall be applied to the
purchase or redemption of the shares of such series for retirement or other
corporate purposes and the terms and provisions relating to the operation
thereof;
(e) the conversion or exchange rights (at the option of the
Corporation or the holders of such shares or both, or upon the happening of
a specified event), if any, including the conversion or exchange times,
prices, rates, adjustments and other terms of conversion or exchange;
<PAGE>
(f) whether the shares of such series shall have voting rights in
addition to any voting rights provided as a matter of law and, if so, the
terms of such voting rights, which may be general or limited;
(g) the conditions or restrictions, if any, upon the creation of
indebtedness of the Corporation or upon the issue or reissue or sale of any
additional stock, including additional shares of such series or of any
other series of Preferred Stock or of any other class;
(h) the rights of the holders upon voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation or
upon any dissolution of the assets of the Corporation (including
preferences over the Common Stock or other class or classes or series of
capital stock including the Preferred Stock);
(i) the preemptive rights, if any, to subscribe to additional issues
of stock or securities of the Corporation;
(j) the limitations and restrictions, if any, to be effective while
any shares of such series are outstanding upon the payment of dividends or
the making of other distributions on, and upon the purchase, redemption or
other acquisition by the Corporation of, the Common Stock or shares of
stock of any other class or any other series of Preferred Stock; and
(k) such other special rights and privileges, if any, for the benefit
of the holders of the Preferred Stock, as shall not be inconsistent with
the provisions of the Certificate of Incorporation, as amended, or
applicable law.
All shares of Preferred Stock of the same series shall be identical in all
respects, except that shares of any one series issued at different times may
differ as to dates, if any, from which dividends thereon may accumulate. All
shares of Preferred Stock redeemed, purchased or otherwise acquired by the
Corporation (including share surrendered for conversion) shall be cancelled and
thereupon restored to the status of authorized but unissued shares of Preferred
Stock undesignated as to series.
Except as otherwise may be required by law, and except as otherwise may be
provided in the Certificate of Incorporation, as amended, or in the resolution
of the Board of Directors of the Corporation creating any series of Preferred
Stock, the Common Stock shall have the exclusive right to vote for the election
of directors and for all other purposes, each holder of the Common Stock being
entitled to one vote for each share thereof held.
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<PAGE>
HUDSON TECHNOLOGIES, INC.
25 Torne Valley Road
Hillburn, New York 10931
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD FEBRUARY 4, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints KEVIN J. ZUGIBE and STEPHEN P.
MANDRACCHIA, and each of them, Proxies, with full power of substitution in each
of them, in the name, place and stead of the undersigned, to vote at a Special
Meeting of Shareholders of Hudson Technologies, Inc. (the "Company") on
Thursday, February 4, 1999, at the Empire Ball Room, Holiday Inn and Conference
Center, Three Executive Boulevard, Suffern, New York 10901 or at any adjournment
or adjournments thereof, according to the number of votes that the undersigned
would be entitled to vote if personally present, upon the following matters:
1. Approval of an amendment to the Company's Certificate of Incorporation to
authorize the issuance of Preferred Stock.
|_| FOR |_| AGAINST |_| ABSTAIN
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN ABOVE. IF NO
INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THOSE NOMINEES AND THE
PROPOSALS LISTED ABOVE.
DATED: ________________________________, 1999
Please sign exactly as name
appears hereon. When shares are
held by joint tenants, both
should sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give full title
as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
--------------------------------
Signature
--------------------------------
Signature if held jointly
Please mark, sign, date and return this proxy card promptly using the
enclosed envelope.
