SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 (S)240.14a-11(c) or (S)240.14a-12
INTELLIGENT MEDICAL IMAGING, INC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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:
<PAGE>
[IMI LOGO]
INTELLIGENT MEDICAL IMAGING, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 1998
To the Stockholders of Intelligent Medical Imaging, Inc.:
The Annual Meeting of Stockholders of Intelligent Medical Imaging, Inc.
("IMI" or "Company") will be held at Embassy Suites, 4350 PGA Boulevard, Palm
Beach Gardens, Florida 33410 on May 21, 1998, at 2:00 p.m. (Florida time) for
the following purposes:
1. To elect five (5) directors to serve for the ensuing year and until
their successors are elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending December 31, 1998.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only stockholders of record at the close of business on Friday, April 3,
1998 are entitled to notice of and to vote at the Annual Meeting or any
postponement or adjournment thereof. A list of such stockholders shall be open
for examination by any stockholder during ordinary business hours, for a period
of ten days prior to the Annual Meeting, at the principal offices of the Company
at 4360 Northlake Boulevard, Suite 214, Palm Beach Gardens, Florida 33410.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. TO ENSURE YOUR
REPRESENTATION AT THE MEETING, PLEASE COMPLETE AND PROMPTLY MAIL YOUR PROXY IN
THE RETURN PREPAID ENVELOPE PROVIDED. THIS WILL NOT PREVENT YOU FROM VOTING IN
PERSON AT THE MEETING, SHOULD YOU SO DESIRE.
By Order of the Board of Directors,
Gene Cochran
Corporate Secretary
Palm Beach Gardens, Florida
April 30, 1998
IMPORTANT: Whether or not you plan to attend the meeting, you are requested to
complete and promptly return the enclosed proxy in the envelope provided.
<PAGE>
INTELLIGENT MEDICAL IMAGING, INC.
4360 Northlake Boulevard, Suite 214
Palm Beach Gardens, Florida 33410
PROXY STATEMENT
1998 Annual Meeting of Stockholders
May 21, 1998
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed Proxy is solicited on behalf of the Board of Directors of
Intelligent Medical Imaging, Inc. ("IMI" or the "Company"), for use at the 1998
Annual Meeting of Stockholders to be held on May 21, 1998 at 2:00 p.m., Eastern
Standard Time, or at any adjournment or postponement thereof (the "Annual
Meeting"). The purposes of the Annual Meeting are set forth herein and in the
accompanying Notice of 1998 Annual Meeting of Stockholders. The Annual Meeting
will be held at Embassy Suites, 4350 PGA Boulevard, Palm Beach Gardens, Florida
33410. IMI's telephone number is (561) 627-0344.
This Proxy Statement and enclosed Proxy were mailed on or about April 30,
1998, to each stockholder entitled to vote at the Annual Meeting.
Record Date
Stockholders of record at the close of business on April 3, 1998 (the
"Record Date"), are entitled to vote at the Annual Meeting.
Outstanding Shares
Common Stock, par value $.01 per share, is the only class of Company stock
outstanding. On the Record Date, 11,031,562 shares of Common Stock were issued
and outstanding.
Voting Rights and Voting of Proxies
Under the Delaware General Corporation Law and the Company's Certificate of
Incorporation and Bylaws, each stockholder will be entitled to one vote for each
share of Common Stock held at the Record Date for all matters, including the
election of directors. Stockholders do not have the right to cumulative their
votes in the election of directors. When proxies are returned to the Board of
Directors properly signed and dated, the shares represented thereby will be
voted in accordance with that stockholder's directions. Stockholders are urged
to specify their choices by marking the appropriate boxes on the enclosed proxy
card.
The holders of record of a majority of the issued and outstanding Common
Stock entitled to vote, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at the Annual Meeting. In
the absence of a quorum, the Annual Meeting may be postponed from time to time
until stockholders holding the requisite amount are present or represented by
proxy. Abstentions and broker non-votes will be counted in determining if a
quorum is present. With regard to the election of directors, votes that are
withheld will be excluded entirely from the vote and will have no effect.
Abstentions may be specified on any proposal other than the election of
directors and will be counted as present for the purposes of the item on which
the abstention is noted. Abstentions on the ratification of independent auditors
will have the same legal effect as a vote against such matter. Brokers holding
shares in street name have the authority to vote on certain matters when they
have not received instructions from the beneficial owners. Brokers that do not
receive instructions are permitted to vote on the outcome of the election of
directors and the ratification of independent auditors. As a result, broker
non-votes will have no effect on the outcome of the election of directors or
ratification of independent auditors.
Revocability of Proxy
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person.
Solicitation
The cost of solicitation will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. In addition, certain directors, officers and other employees
of IMI, not specifically employed for that purpose, may solicit proxies, without
additional remuneration, by personal interview, mail, telephone or telecopy.
Deadline for Receipt of Stockholder Proposals for 1999 Annual Meeting
Proposals of stockholders intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company at its executive offices
on or before December 21, 1998 for inclusion in the 1999 Annual Meeting proxy or
accompanying proxy statement. If you wish to submit a proposal to be considered
at the 1999 Annual Meeting, you must comply with the procedures for the
submission of proposals set forth in the Company's Certificate of Incorporation
and Bylaws and applicable laws and regulations. Proposals must be sent via
registered mail, return receipt requested, to Corporate Secretary, Intelligent
Medical Imaging, Inc., 4360 Northlake Boulevard, Suite 214, Palm Beach Gardens,
Florida 33410.
PROPOSAL 1
ELECTION OF DIRECTORS
The number of directors authorized by the Company's Bylaws is a maximum of
nine. The Company currently has seven directors on its Board of Directors. Five
of the current directors have been nominated by the Nominating Committee for
election this year. Two of the current directors, R. Wayne Fritzsche and James
Skinner, are retiring from the Board of Directors. Each director is elected to
serve until the next annual meeting of the stockholders and until his successor
shall have been elected and qualified. Each nominee has consented to be named in
the Proxy Statement and to serve as a director if elected. The Board of
Directors has no reason to believe that any of the nominees listed will not be
available to serve, but if any nominee should be or become unable or unwilling
to serve, the shares represented by the proxies received by the Company will be
voted for the election of some other person as director, as the Board of
Directors shall recommend.
Shares represented by proxies solicited by the Board of Directors will,
unless contrary instructions are given, be voted in favor of the election as
directors of the nominees named below. A plurality of votes cast at the meeting,
in person or by proxy, is required to elect each director.
Set forth below is information regarding such nominees for directors,
including their respective ages and principal occupations or employment and
business experience during at least the last five years:
<TABLE>
<CAPTION>
Name Age Position with Company Has Served as
Director Since
<S> <C> <C> <C>
Tyce M. Fitzmorris(1) 55 Chairman of the Board of Directors, 1989
President and Chief Executive Officer
Gene M. Cochran (1) 57 Chief Financial Officer, Treasurer, 1994
Secretary and Director
James E. Davis (3) 64 Director 1996
George Masters(2) 57 Director 1994
William Whittaker (2)(3) 64 Director 1991
- ------
(1) Member of Non-Employee Director Stock Option Plan Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
</TABLE>
Mr. Fitzmorris is the Company's founder and has served as Chief Executive
Officer since June 1989. He served as its President from June 1989 until June of
1991. Mr. Fitzmorris was re-appointed as President of the Company in July 1993.
In 1985, Mr. Fitzmorris founded Vistech Corporation ("Vistech") and served as
Chairman of the Board and President until Vistech was sold in 1988. Vistech
developed high-speed computerized vision inspection systems for beverage
containers, which systems are being placed worldwide with Coca-Cola Enterprises,
Inc., PepsiCo, Inc. and other bottlers.
Mr. Cochran has served as Chief Financial Officer since October 1994. Prior
to joining the Company, Mr. Cochran served from 1970 to 1995 as the principal of
Gene M. Cochran & Co., an accounting and consulting firm. From 1987 to 1994, Mr.
Cochran served as Chief Financial Officer and director for WHW Holding Company,
Krisam Group, Inc., CW Travel, Inc. and NuPhase Technology, Inc. Prior to 1989,
Mr. Cochran was a director of Vistech Corporation ("Vistech"), and from 1978
until Vistech was sold in 1983, he served as Chief Executive Officer and
director of Mission Home Health, Inc., a home healthcare company.
Mr. Davis is the founder of 3-D Machining, Inc., an industrial design and
machining company, and has served as its President since its inception in June
1994. He is also the founder, Vice President and a director of Cross Check
Corporation, a company engaged in the development of electro-optic devices to
photograph fingerprints for access control. From 1987 to 1991, Mr. Davis served
as Chief Executive Officer and a director of Tele-Optics, Inc. From 1991 to June
1994, Mr. Davis was employed by Ogden Corporation as Assistant to the President
following Ogden Corporation's acquisition of a division of Tele-Optics, Inc.
Mr. Masters served as Vice Chairman, President and Chief Executive Officer
of Seragen, Inc., a publicly-held biotechnology company ("Seragen"), from April
1993 until November 1996. Prior to joining Seragen in 1993, Mr. Masters served
as President and Chief Executive Officer of Verax Corporation, a bioprocessing
company, from 1991 to 1993. He also served as President and Chief Executive
Officer of Hemosol, Inc., a biopharmaceutical company, from 1989 to 1991. Mr.
Masters is Chairman of the Small Enterprise Growth Fund for the State of Maine.
He is also on the Board of Visitors of Boston University School of Medicine and
the Board of Associates of the Whitehead Institute for Biomedical Research at
Massachusetts Institute of Technology. Mr. Masters serves as Chairman of the
Board of Directors of Immucell, Inc., a biopharmaceutical company; Vice Chairman
of the Board of Directors of Hemosol, Inc., a developer of artificial red blood
cells; and Chairman of the Board of Directors of CME Telemetrix, Inc., a medical
instrumentation company, all of which companies are publicly-held. Mr. Masters
also serves as a member of the Board of Directors of the following privately
held companies: BioCatalyst Yorkton, Inc. (Chairman), Xanthon, Inc., CompuCyte,
Inc. and Apollo BioPharmaceutics.
Mr. Whittaker is currently retired. He served as the President and Chief
Operating Officer of the Company from June 1991 through July 1993. From 1982 to
1989, Mr. Whittaker was employed by National Medical Care, Inc. ("National
Medical Care"), a division of W.R. Grace & Company ("W.R. Grace"). From 1987 to
1989, Mr. Whittaker served in several senior management positions at W.R. Grace,
including Senior Vice President Corporate, President of the Medical Products
Division and President of the Home Care Division of National Medical Care. After
his departure from W.R. Grace in 1989, Mr. Whittaker worked as a private
management consultant. Mr. Whittaker serves as a director of Marcor, Inc., a
privately held water treatment company.
There are no family relationships between any directors or executive
officers of the Company.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR" EACH OF THE
NOMINEES LISTED ABOVE.
Certain Relationships and Related Transactions
Fritzsche & Associates, Inc. ("FAI"), which is owned by R. Wayne Fritzsche,
a member of the Board of Directors, entered into a Consulting Agreement with the
Company dated as of December 1, 1993 (the "FAI Consulting Agreement") pursuant
to which the Company engaged FAI to provide corporate finance, strategic
planning and marketing assistance and other consulting services. As amended to
date, the FAI Consulting Agreement provides for annual consulting fees (payable
in monthly installments) of $102,000 in 1995, $150,000 in 1996 and $102,000 in
each of 1997, 1998 and 1999; provided, however, that the Company and FAI agreed
to renegotiate the schedule of payments for 1997, 1998 and 1999 in the event of
a material shortfall in anticipated revenues from international sales of the
MICRO21 system in those years. The Company paid FAI $52,500 in 1994, $102,000 in
1995, $127,339 in 1996, and $121,176 in 1997.
In June 1994, Mr. Fritzsche made loans to the Company in the aggregate
amount of $300,000, evidenced by a 10% Secured Convertible Promissory Note (the
"Convertible Note") payable on July 1, 1996, which was converted as of that date
into 274,389 shares of Common Stock at a conversion rate of $1.09 per share. As
additional consideration for the loan, Mr. Fritzsche received warrants for the
purchase of 274,389 shares of Common Stock at an exercise price of $1.09 per
share. These warrants expire, if unexercised, in July 1999.
In May 1997, the Board of Directors authorized the Company to loan to Mr.
Fitzmorris up to $500,000 on a secured recourse basis. During 1997, advances of
approximately $367,000 were made to Mr. Fitzmorris. All amounts advanced,
including interest accrued at the rate of 8.5% per annum, were repaid by Mr.
Fitzmorris as of December 31, 1997.
In January 1998, the Company advanced $196,000 to Mr. Fitzmorris and
$424,000 to Mr. Fritzsche. In each case these advances are secured by shares of
the Company's common stock held by Mr. Fitzmorris and Mr. Fritzsche,
respectively, bear interest at the rate of prime plus 1% per annum and, as
amended to date, are due 180 days from the date of the first advance.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee currently consists of Messrs. Davis, Skinner and
Whittaker, all of whom are outside directors.
The Company leased its manufacturing facility in Riviera Beach, Florida,
from a partnership of which James E. Davis is a general partner; the rent
expense paid under such lease in 1997 was approximately $21,100. The lease for
this manufacturing facility terminated on March 31, 1997. In addition, the
Company purchased approximately $220,800 of inventory in 1997 from 3-D
Machining, Inc., a company owned by Mr. Davis (76 percent) and his sons. Mr.
Davis is President of 3-D Machining, Inc.
Mr. Whittaker was employed by the Company pursuant to the terms of a
Service Agreement dated June 20, 1991 and was elected President and Chief
Operating Officer and appointed to the Board of Directors. In connection
therewith, the Company granted Mr. Whittaker a warrant (the "Whittaker Warrant")
for the purchase of 690,000 shares of Common Stock at an exercise price of $1.67
per share, and Mr. Whittaker invested $100,000 for the purchase of 60,000 shares
of Common Stock at $1.67 per share. The Whittaker Warrant was to expire on
September 30, 1997, and included a vesting schedule tied to Mr. Whittaker's
tenure of employment. The Company was unable to pay Mr. Whittaker's salary in
full. In June 1993, the Service Agreement was amended changing Mr. Whittaker's
relationship with the Company from employee to consultant. In connection with
this amendment, the Whittaker Warrant was exchanged for a new, fully-vested
warrant (the "New Whittaker Warrant") to purchase 300,000 shares of Common Stock
at an exercise price of $1.00 per share, which expires in October 2001, and Mr.
Whittaker resigned as President. In October 1994, Mr. Whittaker and the Company
entered into an agreement pursuant to which Mr. Whittaker agreed to forbear from
collection of a total of $275,000 due to him under the Service Agreement in
exchange for the Company's agreement to pay him $275,000 plus interest at the
prime rate of a local bank on the earlier of October 5, 2001, or ten days after
the Company consummated its initial public offering. On April 1, 1996, the
Company repaid Mr. Whittaker the full amount of $318,569 from the proceeds of
its initial public offering.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors, executive officers and persons who beneficially own more
than ten percent (10%) of the Common Stock of the Company to file reports of
ownership and changes of ownership with the Securities and Exchange Commission
and the National Association of Securities Dealers, Inc. Copies of all filed
reports are required to be furnished to the Company pursuant to Section 16(a).
Based solely on the reports received by the Company and on written
representations from reporting persons, the Company believes that the directors,
executive officers and greater than ten percent (10%) beneficial owners complied
with all applicable filing requirements during the fiscal year ended December
31, 1997, with the exception that: (i) James E. Davis, a director, inadvertently
failed to file until July 1997 a Form 4 to reflect the grant to him in May 1997
of options to purchase 19,800 shares of Common Stock under the Company's 1995
Non-Employee Director Stock Option Plan, (ii) Gene Cochran, an executive officer
and director, inadvertently failed to file (a) until July 1997 a Form 4 to
reflect the grant to him in April 1997 of options to purchase 15,000 shares of
Common Stock, and (b) until October 1997 a Form 4 to reflect the cashless
exercise in August 1997 of 40,875 options for 29,791 shares of Common Stock
(however, the grant of such options was previously timely reported), and (iii)
Eric Espenhahn, an executive officer, inadvertently failed to file until
November 1997 a Form 4 to reflect the exercise of 5,000 options in July 1997
(however, the grant of such options was previously timely reported).
Compensation of Directors
The Company's current policy is to pay each outside director who is neither
an employee, officer or directly or indirectly a paid consultant to the Company
an annual retainer of $10,000 per year, paid quarterly in arrears. Each such
director is also paid $500 for each regular or special Board of Directors
meeting ($250 with respect to meetings held by telephonic conference) and $500
for each meeting of any committee on which such director serves ($100 per hour
with respect to committee meetings held by telephonic conference). The directors
currently eligible to receive the foregoing compensation are Messrs. Davis,
Masters, Skinner and Whittaker. The Company reimburses all directors for their
authorized expenses.
The Company granted to each of Messrs. Cochran, Masters and Skinner, upon
their election to the Board of Directors in 1994, non-statutory stock options to
purchase up to 19,800 shares of Common Stock. The options vest over a three year
period with respect to 1,650 shares for each regular quarterly Board of
Directors meeting attended by each such director. The options have a ten-year
term and are exercisable at an exercise price of $2.00 per share, the fair
market value of the Common Stock at the date of grant as determined by the Board
of Directors. All of the foregoing options were granted pursuant to the
Company's 1990 Stock Option Plan. With respect only to the options granted to
Mr. Cochran, the Chief Financial Officer, Treasurer, Secretary and an employee
of the Company, the stock option agreement evidencing the grant of such options
was amended to provide that Mr. Cochran could exercise only those options that
had vested thereunder as of December 23, 1995, for the purchase of 8,250 shares.
In December 1995, the Board of Directors adopted the 1995 Non-Employee
Director Stock Option Plan (the "1995 Plan"). The 1995 Plan generally authorizes
the grant of options to members of the Board of Directors who are not employees,
officers or paid consultants of the Company, except that William Whittaker is
not eligible to receive options under the 1995 Plan. Options granted under the
1995 Plan are non-statutory stock options. A total of 268,650 shares are
reserved for issuance under the 1995 Plan. As of this date, only Messrs. Davis,
Skinner and Masters are eligible to receive options under the 1995 Plan. The
1995 Plan is administered by the Non-Employee Director Stock Option Committee
(the "Committee"). The Committee has full authority to make all determinations
required or permitted under the 1995 Plan. Each director (other than Messrs.
Skinner and Masters) eligible to receive options under the 1995 Plan will
receive options to purchase 19,800 shares of Common Stock on the date that he or
she is first elected to the Board of Directors with respect to any election held
on or after January 1, 1996. Provided that a director has served on the Board of
Directors for the preceding three-year period, he or she is eligible to receive
options to purchase another 19,800 shares upon his or her re-election to the
Board of Directors for his or her fourth, seventh, tenth, thirteenth and
sixteenth consecutive one-year term. The exercise price of options, on a per
share basis, may not be less than 100 percent of the fair market value of the
Common Stock on the date of grant. No option may be granted having a term
exceeding ten years. Each option will terminate within three months of the date
following the termination of the optionee's status as a member of the Board of
Directors for any reason. Options granted under the 1995 Plan will generally
become exercisable as to one-twelfth of the shares subject to the option each
quarter following the date of grant, provided that the optionee continued to
serve on the Board of Directors through the end of such quarter. If an optionee
fails to attend at least 50 percent of the regular or special Board of Directors
meetings held in any year, options which become exercisable in such year but
were not exercised as of the end of such year shall, in the discretion of the
Board of Directors, terminate immediately.
The initial grant of options under the 1995 Plan to Messrs. Masters and
Skinner were subject to certain adjustments in the number of options granted,
the dates such options were granted, and the dates such options became
exercisable, because each of Mr. Masters and Mr. Skinner previously received
options upon his election to the Board of Directors in December 1994 pursuant to
the Company's 1990 Stock Option Plan. Assuming the re-election of Mr. Masters to
the Board of Directors at the 1998 Annual Meeting, Mr. Masters may be granted
options at and after the 1998 Annual Meeting on the same basis as other eligible
directors. Mr. Davis was granted options to purchase 19,800 shares upon his
re-election to the Board of Directors at the 1997 Annual Meeting.
Board Meetings and Committees
The Board of Directors of IMI met nine times during 1997. All directors
attended at least 75% of the Board of Directors meetings held in 1997.
The Board of Directors has the following standing committees: Audit,
Compensation, Non-Employee Director Stock Option Plan and Nominating.
The Audit Committee reviews the records and affairs of IMI to determine
their financial condition, oversees the adequacy of the systems of internal
control and monitors IMI's adherence in accounting and financial reporting to
generally accepted accounting principles. The Audit Committee met one time in
1997. The Audit Committee is currently comprised of Messrs. Masters, Skinner and
Whittaker.
The Compensation Committee determines compensation for officers and
administers the Company's 1990 Stock Option Plan. No officer serving on the
Board of Directors or the Compensation Committee has participated in decisions
awarding compensation or granting of stock options to himself. The Compensation
Committee met one time in 1997. The Compensation Committee is currently
comprised of Messrs. Davis, Skinner and Whittaker.
The Non-Employee Director Stock Option Plan Committee administers the
Company's 1995 Non-Employee Director Stock Option Plan. This Committee met one
time in 1997. The Non-Employee Director Stock Option Plan Committee is currently
comprised of Messrs. Fitzmorris, Cochran and Fritzsche.
The Nominating Committee evaluates and nominates candidates for election to
the Board of Directors. This Committee was formed in April 1998, and therefore
did not meet in 1997. The Nominating Committee is currently comprised of Messrs.
Fitzmorris, Masters and Whittaker. Stockholders may nominate persons to stand
for election to the Board of Directors by complying with the procedure for such
nominations set forth in the Company's Bylaws.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Ernst & Young LLP has acted as IMI's independent auditors since 1991. Ernst
& Young LLP has been recommended by the Audit Committee and approved by the
Board of Directors as the Company's independent auditors for the year ending
December 31, 1998, subject to ratification of such appointment by the
stockholders. Representatives from Ernst & Young LLP are expected to be present
at the Annual Meeting with the opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions from
stockholders. Ratification of the Company's independent auditors is not required
by the Company's Bylaws or otherwise, but the Board of Directors has decided to
seek such ratification as a matter of good corporate practice.
Ratification of Ernst & Young LLP as the Company's independent auditors for
the fiscal year ending December 31, 1998 requires the affirmative vote of a
majority of the shares of the Company's Common Stock present and voting in
person or by proxy at the Annual Meeting. If the stockholders do not ratify this
appointment, other certified public accountants will be considered by the Board
of Directors upon recommendations of the Audit Committee.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 1998.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
regarding the beneficial ownership of the Company's Common Stock as of April 3,
1998, by (i) each person who is known by the Company to own beneficially more
than 5 percent of the outstanding shares of Common Stock, (ii) each of the
Company's directors, (iii) the Company's Chief Executive Officer and the
Company's three other executive officers who were serving as executive officers
at the end of fiscal 1997 (collectively, the "Named Officers"), and (iv) all
Named Officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Name and Address Amount and Nature
of Beneficial Owner(1) of Beneficial Ownership (2) Percent of Class
----------------------- --------------------------- ----------------
<S> <C> <C>
T. Rowe Price Associates, Inc. 950,000 (3) 8.6%
100 E. Pratt Street
Baltimore, MD 21202
Fitzmorris Family Investments 1,245,000 (4) 11.3%
Limited Partnership
502 East John Street
Carson City, NV 89706
Fitzmorris Holdings, Inc. 1,245,000 (4) 11.3%
502 East John Street
Carson City, NV 89706
Gene M. Cochran 43,154 (5) *
James E. Davis 8,231 (6) *
Eric Espenhahn 720,647 (7) 6.4%
Tyce M. Fitzmorris 1,897,902 (8) 16.9%
R. Wayne Fritzsche 929,842 (9) 8.3%
George Masters 9,900(10) *
Jaime Pereira 480,329(11) 4.3%
James Skinner 19,800(12) *
William Whittaker 361,000(13) 3.2%
All Named Officers and directors 4,470,805(14) 36.7%
as a group
(9 persons)
- --------
* Less than 1% of the outstanding Common Stock.
</TABLE>
(1) Unless otherwise indicated, the address for each beneficial owner is c/o
Intelligent Medical Imaging, Inc., 4360 Northlake Boulevard, Suite 214,
Palm Beach Gardens, FL 33410.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power
with respect to securities. Shares of Common Stock issuable upon the
exercise of stock options or stock warrants currently exercisable or
convertible, or exercisable or convertible within sixty days, are deemed
outstanding for computing the percentage ownership of the person holding
such stock options or warrants, but are not deemed outstanding for
computing the percentage ownership of any other person. Except as otherwise
indicated, the Company believes that the beneficial owners of the Common
Stock listed in the table, based on information furnished by such owners,
have sole investment and voting power with respect to such shares.
(3) These securities are owned by various individual and institutional
investors including T. Rowe Price Small Cap Value Fund, Inc. (which owns
950,000 shares, representing 8.6% of the shares outstanding), which T. Rowe
Price Associates, Inc. ("Price Associates") serves as investment adviser
with power to direct investments and/or sole power to vote the securities.
For purposes of the reporting requirements of the Securities Exchange Act
of 1934, Price Associates is deemed to be a beneficial owner of such
securities; however, Price Associates expressly disclaims that it is, in
fact, the beneficial owner of such securities.
(4) These shares are owned by Fitzmorris Family Investments Limited
Partnership, a Nevada limited partnership ("FFI"), the sole general partner
of which is Fitzmorris Holdings, Inc. ("FHI"). Tyce M. Fitzmorris is the
sole director, President and a majority shareholder of FHI, and may
therefore be deemed to control FFI.
(5) Includes 10,103.5 shares issuable upon exercise of stock options
exercisable within 60 days.
(6) Represents 8,231 shares issuable upon exercise of stock options exercisable
within 60 days.
(7) Includes 100,000 shares held of record by Mr. Espenhahn's wife and 8,000
shares held of record by Mr. Espenhahn as custodian for his son. Mr.
Espenhahn disclaims beneficial ownership of such securities. Also includes
203,377 shares issuable upon exercise of stock options exercisable within
60 days. Excludes 115,000 shares held of record by an irrevocable trust
created by Mr. Espenhahn for the benefit of his children, The Espenhahn
Descendants Trust, of which Jaime Pereira is trustee.
(8) Includes 10,000 shares held of record by Mr. Fitzmorris's daughter, who has
granted Mr. Fitzmorris a voting proxy and purchase option with respect such
shares. Mr. Fitzmorris disclaims beneficial ownership of such shares. Also
includes 198,377 shares issuable upon the exercise of stock options
exercisable within 60 days, and 1,245,000 shares held of record by FFI.
Excludes 24,039 shares beneficially owned by Mr. Fitzmorris's parents and
9,999 shares beneficially owned by Mr. Fitzmorris's daughter and her
spouse, as to which Mr. Fitzmorris disclaims beneficial ownership.
(9) Includes 10,600 shares held of record by Mr. Fritzsche's wife, as to which
Mr. Fritzsche disclaims beneficial ownership. Also includes 213,489 shares
issuable upon the exercise of warrants and 100,000 shares held of record by
Mr. Fritzsche's IRA Account. Does not include 36,000 shares held of record
by an irrevocable trust for the benefit of Mr. Fritzsche's children.
(10) Represents 9,900 shares issuable upon exercise of stock options exercisable
within 60 days.
(11) Includes 266,675.5 shares issuable upon exercise of stock options
exercisable within 60 days, and 115,000 shares held of record by an
irrevocable trust created by Mr. Espenhahn, The Espenhahn Descendants
Trust, of which Mr. Pereira is trustee. Does not include 15,548 shares held
of record by irrevocable trusts for the benefit of Mr. Pereira's nieces and
nephews.
(12) Represents 19,800 shares issuable upon exercise of stock options
exercisable within 60 days.
(13) Includes 300,000 shares issuable upon exercise of warrants exercisable
within 60 days.
(14) Includes shares described in footnotes (4) through (13).
MANAGEMENT
Executive Officers
Officers are appointed by the Board of Directors and serve at the
discretion of the Board. Set forth below is the name and age of each executive
officer of IMI, all positions and offices each holds with IMI and his or her
business experience for the past five years:
Name Age Position
Tyce M. Fitzmorris (1) 55 President, Chief Executive Officer and
Chairman
Gene M. Cochran (1) 57 Chief Financial Officer, Treasurer,
Secretary and Director
Eric Espenhahn 33 Vice President -- Product Development
Jaime Pereira 32 Vice President -- Engineering
- ------
(1) The prior business experience of this Named Officer is set forth above in
the section entitled "Proposal 1. Election of Directors".
Mr. Espenhahn has served as Vice President--Product Development since the
Company's inception in June 1989. Mr. Espenhahn also served as a director of the
Company from June 1989 until July 1996, when he resigned from the Board of
Directors. From 1985 until 1989, Mr. Espenhahn was employed by Vistech
Corporation ("Vistech") and for a short period by an affiliate of Inex Vision
Systems (Inex, Inc.), the company that purchased Vistech's assets, as a computer
vision software engineer.
Mr. Pereira has served as Vice President--Engineering since April 1992. Mr.
Pereira joined the Company as a senior engineer in September 1989. Prior to
September 1989, Mr. Pereira was employed by Vistech and then Inex, Inc.
COMPENSATION OF EXECUTIVE OFFICERS
The following table shows all compensation paid to the Company's Named
Officers for all services rendered to the Company for each of the last three
completed fiscal years.
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation
Name and Principal Position Year Salary ($) Bonus ($)
- --------------------------- ---- ---------- ---------
<S> <C> <C> <C>
Tyce M. Fitzmorris, 1997 220,000 --
Chairman of the Board of Directors, 1996 200,000 40,000(1)
President and Chief Executive Officer 1995 200,000 245,000(2)
Gene M. Cochran, 1997 115,000 --
Chief Financial Officer, Treasurer, 1996 108,846 11,000(1)
Secretary and Director 1995 44,845 --
Eric Espenhahn, 1997 126,500 --
Vice President-Product Development 1996 119,423 14,375(1)
1995 115,000 115,000(2)
Jaime Pereira, 1997 126,500 --
Vice President-Engineering 1996 119,423 14,375(1)
1995 115,000 90,000(2)
- -------
</TABLE>
(1) Bonus awarded by the Board of Directors in recognition of technological
development of the MICRO21 system and execution of strategic development
and license agreements.
(2) Bonus awarded by the Board of Directors in recognition of progress with
development of the MICRO21 system and closing of the Coulter Distribution
Agreement, and taking into account past services performed without
compensation.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Percent of
Total
Options
Number of Granted to Potential Realizable Value
Securities Employees Exercise at Assumed Annual Rates
Underlying in Fiscal Price Expiration of Price Appreciation
Name Option Year ($/Sh) Date for Option Term (1)
- ----------------- ------------ ----------- ----------- ----------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
5% ($) 10% ($)
------ -------
Gene Cochran 15,000 4.4% $5.625 4/17/07 $53,070 $134,445
(1) The values shown here are based on the indicated assumed annual rates of
appreciation compounded annually. The actual value the Named Officer may
realize will depend on the extent to which the stock price exceeds the
exercise price of the options on the date the option is exercised.
Accordingly, the value, if any, realized by the Named Officer will not
necessarily equal any of the amounts set forth in the table above. These
calculations are not intended to forecast possible future appreciation, if
any, of the price of the Company's Common Stock.
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES
The following table sets forth for each of the Named Officers certain
information concerning the number of options exercised by each of them in the
fiscal year ended December 31, 1997 and the value of such Named Officers'
unexercised options as of December 31, 1997.
<TABLE>
<CAPTION>
Value of Unexercised
Number of Unexercised In-the-Money Options
Options at December 31, 1997(#) at December 31, 1997 ($) (1)
Shares Acquired Value ------------------------------ ----------------------------
Name on Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- -------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Tyce M. Fitzmorris 10,000 62,133 198,377 -- 689,519 --
Gene M. Cochran 41,084 220,382 5,416 33,750 5,211 28,313
Eric Espenhahn 5,000 37,942 203,377 -- 706,389 --
Jaime Pereira -- -- 266,676 -- 927,151 --
</TABLE>
- ----------
(1) Calculated by determining the difference between the exercise price of the
options and $3.51, the average closing price of the Company's Common Stock
for the five business days preceding December 31, 1997.
<PAGE>
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might
incorporate future filings, including this Proxy Statement, in whole or in
part, the following report and performance graph set forth herein shall not be
incorporated by reference into any such filings and
shall not otherwise be deemed filed under such Acts.
COMPENSATION COMMITTEE REPORT
Overview and Philosophy
The Compensation Committee of the Board of Directors (the "Compensation
Committee") is composed of three members, all of whom are outside directors of
the Company. The Compensation Committee provides overall guidance on the
Company's compensation and benefits philosophy. In addition, the Compensation
Committee approves and monitors the Company's:
/bullet/ executive compensation and benefits programs
/bullet/ executive employment agreements, if any
/bullet/ 1990 Stock Option Plan
The primary objectives of the Compensation Committee are to assure that the
Company's executive compensation and benefits program:
/bullet/ reflects the Company's entrepreneurial orientation
/bullet/ is competitive with other growing technology-based companies
/bullet/ safeguards the interests of the Company and its stockholders
/bullet/ is effective in driving performance to achieve financial goals and
create stockholder value
/bullet/ fosters teamwork on the part of management
/bullet/ is cost-efficient and fair to employees, management and
stockholders
/bullet/ is well communicated to and understood by program participants
The Company's executive compensation policies are designed to attract,
motivate and retain highly qualified executive officers who can enhance
stockholder value, and to support a performance-oriented environment that
rewards achievement of the Company's financial goals. The Compensation Committee
meets periodically during each fiscal year to review the Company's existing
compensation and benefits programs and to consider modifications that seek to
provide a direct relationship between executive compensation and sustained
corporate performance.
The Company compensates its executive officers through three principal
types of compensation: annual base salary, annual incentive bonuses and
long-term incentive award through stock options. The Company, as a matter of
policy, places substantial emphasis on long-term stock options since this form
of compensation is viewed as very effective at correlating executive officer
compensation with corporate performance and increases in stockholder value.
Base Salary
The annual base salary of each executive officer is based on the scope of
his or her responsibility and accountability within the Company, as well as on
performance and experience criteria. In addition, the Compensation Committee
considers salary and other compensation arrangements of other technology-based
companies of similar size and similar growth to determine appropriate levels
required to attract, motivate and retain the most qualified management
personnel.
The Compensation Committee determines and makes final decisions regarding
base salary of executives on an annual basis. The Compensation Committee
recognizes that, to some degree, the determination of an executive officer's
base salary involves subjective considerations.
Incentive Bonuses
A significant component of an executive officer's total cash compensation
may consist of an incentive bonus, which is intended to make the executive
officer's compensation dependent on the Company's performance and to provide
executive officers with incentives to achieve Company goals, increase
stockholder value, and work as a team.
In 1997, the Compensation Committee determined that no incentive bonuses
would be paid to any executive officer. Although the Compensation Committee
recognized that the Company made significant progress in assembling an effective
internal sales, marketing and service organization in the wake of the
termination of the Company's exclusive distribution agreement with Coulter
Corporation, and had achieved certain other milestones, such as receipt of ISO
9001 certification and Food and Drug Administration clearance for three new
microscopy procedures for use on the MICRO21 system, the Compensation Committee
determined that the payment of incentive bonuses to its executive officers
should be deferred to such time as the Company is profitable, or, in the
alternative, has achieved such further technological, marketing and financial
milestones that the payment of incentive bonuses is otherwise warranted.
The Compensation Committee expects that the achievement of specific
performance targets and goals will directly impact eligibility for and the
amount of executive incentive bonuses for 1998. The targets and goals may
include the following:
/bullet/ The Company's ability to increase its customer base and place MICRO21
systems with end users in the US and abroad through its own sales and
marketing efforts.
/bullet/ The Company's ability to increase revenues through the implementation
of its short term lease program, which commenced in the fourth quarter of
1997, and the development and sales of reagents and custom slides used on
the Company's products.
/bullet/ Significant progress in the development of the MICRO21 "workstation"
system, including the successful launch of the Company's UriSlide Master,
an automated slide maker which prepares urine samples for either MICRO21 or
technologist examination, and Hematology Master, an automated slide
maker/stainer which prepares patient samples for several hematological
procedures for either MICRO21 or technologist examination.
/bullet/ Obtain FDA clearance for the MICRO21 urine sediment analysis procedure.
Long-Term Stock Option Compensation
The Compensation Committee believes that providing all employees, including
executive officers, with the opportunity to acquire stock ownership over time is
the most desirable way to align their interests with those of the Company's
stockholders. Stock options, awarded under the Company's 1990 Stock Option Plan,
provide an incentive that focuses the attention of executive officers on
managing the Company from the perspective of an owner with an equity interest in
the business. In addition, stock options are a key part of the Company's program
for motivating and rewarding managers and other employees and consultants over
the long term. Through the grant of stock options, the Company has encouraged
its managers and other employees and consultants to obtain and hold the
Company's stock. Stock options granted to employees are tied to future
performance of the Company's stock and will provide value only when the price of
the Company's stock exceeds the option grant price.
The Compensation Committee determines and makes final decisions regarding
stock option awards made under the Company's 1990 Stock Option Plan. Such
factors as performance and responsibilities of individual managers and the
management team as a whole, as well as general industry practices play an
integral role in the determination of the number of options awarded to a
particular executive officer or employee. In determining the size of the
individual award of options, the Compensation Committee also considers the
amounts of options outstanding and previously granted, the amount of options
remaining available for grant under the Company's 1990 Stock Option Plan, the
aggregate amount of current awards, and the amount necessary to retain qualified
personnel.
In accordance with its business strategy and compensation philosophy, the
Company has granted stock options to all employees to afford them an opportunity
to participate in the Company's future growth and to focus them on the
contributions which are necessary for the financial success and business growth
of the Company and, thereby, the creation of value for its stockholders.
Stock options are typically awarded based on an assessment of each
recipient's ongoing contribution to overall corporate performance. As a means to
encourage a stock option recipient to remain in service with the Company, stock
option awards vest over time, over a period of four years from the date of
grant. All incentive stock options have exercise prices at least equal to the
fair market value of the Company's stock on the date of grant.
In 1997, the Compensation Committee granted stock options only to Gene M.
Cochran, because the Compensation Committee believes that the stock options
previously granted to the other executive officers provide them with sufficient
incentives to achieve Company goals, increase stockholder value, and work as a
team.
1997 Compensation for the Chief Executive Officer
The general policies described above for the compensation of the executive
officers also apply to the compensation approved by the Compensation Committee
with respect to the 1997 compensation for Mr. Fitzmorris, the Company's founder,
President and Chief Executive Officer.
Mr. Fitzmorris's base salary was $220,000 in 1997, $200,000, in 1996,
$200,000 in 1995 and $140,000 in 1994. Mr. Fitzmorris was not paid a bonus in
1997 due to the reasons discussed above with respect to executive officers
generally.
At December 31, 1997, Mr. Fitzmorris had available for exercise options to
purchase 198,377 shares of Common Stock. The options were granted to him in July
1993 at an exercise price equal to their then fair market value of $.03667 per
share. Due to the relatively large number of options granted to and held by Mr.
Fitzmorris, the Compensation Committee did not grant Mr. Fitzmorris any
additional stock options during 1997.
Mr. Fitzmorris continues to fulfill a central and critical role in the
development of the Company as a whole, including but not limited to the
achievement of the Company's 1997 goals, and it is the Compensation Committee's
expectation that he will continue to have an important influence on the
Company's goals outlined above for 1998. The Compensation Committee believes
that Mr. Fitzmorris's compensation arrangement reflects the above-described
compensation philosophy of the Company designed to align management compensation
closely with financial performance and increased stockholder value.
IRS Matters
Under Section 162(m) of the Internal Revenue Code and the regulations
promulgated thereunder, deductions for employee remuneration in excess of $1
million which is not-performance-based are disallowed for publicly traded
companies. Since levels of compensation paid by the Company are expected to be
significantly below $1 million, the Compensation Committee has determined that
it is unnecessary at this time to seek to qualify the components of its
compensation program as performance-based compensation within the meaning of
Section 162(m).
COMPENSATION COMMITTEE:
James E. Davis
James Skinner
William Whittaker
<PAGE>
PERFORMANCE GRAPH
The following graph illustrates a twenty one (21) month comparison of
cumulative total returns for the Company's Common Stock, the S&P SmallCap 600
Index, and the S&P Health Care (Medical Products and Supplies) Index from March
21, 1996 through December 31, 1997. Cumulative total return for the periods
shown in the Performance Graph is measured assuming an initial investment of
$100 on March 21, 1996, the date of the Company's initial public offering, and
the reinvestment of dividends, if any.
Note: Management cautions that the historic stock price performance
information shown in the graph may not be indicative of current stock price
levels or future stock price performance.
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Cumulative Total Return
---------------------------------------------------------------------------------
3/21/96 3/31/96 6/30/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97
------- ------- ------- ------- -------- ------- ------- ------- --------
Intelligent Medical
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Imaging, Inc. 100 95 119 115 51 57 54 36 29
S&P SMALLCAP 600 100 102 107 111 117 111 131 152 147
S&P HEALTH CARE
(Medical Products &
Supplies) 100 99 98 109 110 109 130 135 137
</TABLE>
ADDITIONAL INFORMATION
The Company's Annual Report for 1997, including financial statements, has
been mailed to all stockholders of record as of April 3, 1998. A copy of IMI's
Annual Report to Stockholders and/or Annual Report on Form 10-K will be sent
without charge to any stockholder who requests it in writing by mail or
telecopy. Requests should be addressed to Gene M. Cochran, Chief Financial
Officer, Intelligent Medical Imaging, Inc., 4360 Northlake Boulevard, Suite 214,
Palm Beach Gardens, Florida 33410, fax (561) 627-0409.
OTHER MATTERS
The Board does not intend to present any business at the Annual Meeting not
described in this Proxy Statement. If any other proposal should be presented at
the Annual Meeting, and it is a matter which can properly come before the Annual
Meeting, the representatives of the Board named in the enclosed proxy form
intend to vote your proxy in accordance with their best judgment.
By Order of the Board of Directors,
Gene M. Cochran
Corporate Secretary
April 30, 1998
<PAGE>
PROXY
INTELLIGENT MEDICAL IMAGING, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING TO BE HELD ON MAY 21, 1998
The undersigned hereby appoints Tyce M. Fitzmorris and Gene M. Cochran, and
each of them, with full power of substitution, as proxies to vote the shares of
Common Stock of Intelligent Medical Imaging, Inc. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held at Embassy
Suites, 4350 PGA Boulevard, Palm Beach Gardens, Florida 33410 on May 21, 1998,
at 2:00 p.m. (Florida time), or at any and all adjournments and postponements
thereof.
THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER MATTERS
PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE, IN
THEIR DISCRETION, PROVIDED THAT THEY WILL NOT VOTE IN THE ELECTION OF DIRECTORS
FOR PERSONS FOR WHOM AUTHORITY TO VOTE HAS BEEN WITHHELD.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
<PAGE>
<TABLE>
<CAPTION>
[X] Please mark votes as in example.
<S> <C> <C> <C> <C>
1. Election of Directors. 2. To ratify the appointment of Ernst & FOR [ ] AGAINST [ ] ABSTAIN [ ]
NOMINEES: Gene M. Cochran, James E. Davis, Tyce M. Young LLP as independent auditors
Fitzmorris, George Masters, William Whittaker for the ensuing year and until their
successors are elected and qualified.
FOR ALL [ ] WITHHOLD ALL [ ]
[ ] ______________________________________ 3. To transact such other business as may properly come before
For all nominees except as noted above the meeting or any adjournment thereof.
MARK HERE [ ] MARK HERE [ ]
FOR ADDRESS IF YOU PLAN
CHANGE AND TO ATTEND
NOTE AT LEFT THE MEETING
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
YOU ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE PROXY
IN THE ENVELOPE PROVIDED.
Signature: ________________ Date: ___________ Signature: ________________ Date: ___________
</TABLE>
