STANDARD MICROSYSTEMS CORPORATION
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 6, 1995
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To the Stockholders of
STANDARD MICROSYSTEMS CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Standard
Microsystems Corporation ("SMC" or the "Company") will be held on July 6, 1995,
at 10:00 A.M., at The Radisson Hotel Islandia, 3635 Expressway Drive North,
Hauppauge, New York for the following purposes:
(1) Election of directors.
(2) Adoption and approval of the 1994 Director Stock Option Plan.
(3) Ratification of the selection of Arthur Andersen & Co. as
independent public accountants for SMC for the fiscal year ending February
28, 1996.
(4) Transaction of such other business as may properly come before the
meeting or any adjournment thereof.
In accordance with the bylaws of SMC, the Board of Directors has fixed the
close of business on May 19, 1995 as the record date for the determination of
the stockholders entitled to notice of and to vote at the meeting.
By Order of the Board of Directors,
HAROLD I. KAHEN
Secretary
Dated: May 31, 1995
AFTER READING THE FOLLOWING PROXY STATEMENT, PLEASE SIGN AND MAIL THE
ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
<PAGE>
STANDARD MICROSYSTEMS CORPORATION
80 ARKAY DRIVE
HAUPPAUGE, NEW YORK 11788
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PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS, JULY 6, 1995
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Standard Microsystems Corporation, a Delaware
corporation ("SMC" or the "Company"), for use at the Annual Meeting of
Stockholders of SMC to be held on July 6, 1995 and at any adjournment thereof.
May 31, 1995 is the approximate date on which this statement and the
accompanying proxy are first being mailed to stockholders.
ELECTION OF DIRECTORS
At the annual meeting, two directors are to be elected for terms expiring in
1998, one for a term expiring in 1997 and one for a term expiring in 1996.
NOMINEES OF THE BOARD OF DIRECTORS
It is the intention of the persons named in the proxy hereby solicited to
vote for the election as directors of the three nominees of the Board who are
named below, unless otherwise specified in the proxy. Should any nominee become
unable to accept nomination or election (which is not anticipated), it is the
intention of the persons designated as proxies to vote for the election of any
remaining nominee and for any substitute nominee as the Board may designate.
Set forth below is certain information with respect to each nominee and each
other person whose term of office as a director will continue after the Annual
Meeting:
<TABLE>
<CAPTION>
OTHER POSITIONS WITH SMC, PRINCIPAL OCCUPATION, CERTAIN DIRECTOR
NAME OTHER DIRECTORSHIPS AND AGE AS OF MAY 19, 1995 SINCE
- ---------------------- ------------------------------------------------------- -----------
<S> <C> <C>
NOMINEES TO SERVE UNTIL THE 1998 ANNUAL MEETING:
Ivan T. Frisch........ Provost, Polytechnic University; 57 1992
Victor F. Trizzino.... President and Chief Executive Officer, SMC; 54 1988
NOMINEE TO SERVE UNTIL THE 1997 ANNUAL MEETING:
Robert M. Brill....... General Partner, Poly Ventures, L.P. and Poly Ventures 1994
II, L.P., venture capital investment in high
technology; Director, OPAL, Inc.; 48
NOMINEE TO SERVE UNTIL THE 1996 ANNUAL MEETING:
Raymond Frankel....... Portfolio Manager, Glickenhaus & Co., investment 1977; also
manager; 73 1972-75
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OTHER POSITIONS WITH SMC, PRINCIPAL OCCUPATION, CERTAIN DIRECTOR
NAME OTHER DIRECTORSHIPS AND AGE AS OF MAY 19, 1995 SINCE
- ---------------------- ------------------------------------------------------- -----------
<S> <C> <C>
DIRECTORS CONTINUING TO SERVE UNTIL THE 1997 ANNUAL MEETING:
Herman Fialkov........ General Partner, Poly Ventures, L.P., venture capital 1971
investment in high technology; Director, Laser
Recording Systems, Inc., OPAL, Inc.; 73
Paul Richman.......... Chairman, SMC; Director, MOSAID Technologies, Inc.; 1974
President, The Consortium for Technology Licensing,
Ltd.; 52
DIRECTORS CONTINUING TO SERVE UNTIL THE 1996 ANNUAL MEETING:
Evelyn Berezin........ Venture capital consultant; Director, DNA Plant 1993
Technology Corp.; 70
Peter F. Dicks........ Corporate Director; Directorships include, among 1992; also
others, The East German Investment Trust PLC, Second 1976-1991
Consolidated Trust PLC, DSI Data Systems
International Ltd PLC; 52.
</TABLE>
The principal occupation for the last five years of each nominee and
director continuing in office is stated above, except that (1) until October
1991, Mr. Dicks was Executive Director of Manakin Holdings plc (in members'
voluntary liquidation) (formerly Abingworth plc); and (2) Dr. Frisch has been
Provost only since 1992 but has served at Polytechnic University as Professor of
Electrical Engineering and Computer Sciences during the entire period and as
Director of the Center for Advanced Technology in Telecommunications until 1992.
COMMITTEES AND MEETINGS OF THE BOARD
The SMC Board of Directors held four meetings during the last fiscal year.
The audit committee held four meetings, the compensation committee held four
meetings, and the nominating committee held no meeting. The members of the audit
committee are Evelyn Berezin, Robert M. Brill and Ivan T. Frisch; of the
compensation committee, Peter F. Dicks, Herman Fialkov and Raymond Frankel; and
of the nominating committee, Peter F. Dicks, Ivan T. Frisch and Paul Richman.
The audit committee reviews the internal controls of SMC and the objectivity
of its financial reporting. It meets with appropriate SMC financial personnel
and the independent public accountants in connection with these reviews. It
recommends to the Board the appointment of the firm of independent public
accountants, subject to ratification by the stockholders at the annual meeting,
to serve as auditors for the following year. The compensation committee makes
recommendations to the Board with respect to the compensation of officers of
SMC; members of the compensation committee also constitute the committees that
administer SMC's stock option plans (other than the Director Stock Option Plan)
and restricted stock bonus plan. The nominating committee recommends criteria
and qualifications for nominations for director, identifies possible candidates,
and recommends to the Board for nomination those whom the committee deems best
qualified. The nominating committee will consider recommendations for director
made by stockholders. Such recommendations should be in writing, mailed to the
Secretary of SMC.
VOTING SECURITIES OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The management of SMC has been informed that, as of May 19, 1995, the
persons and group identified in the table below, including all directors,
nominees and executive officers, owned beneficially, within the meaning of
Securities and Exchange Commission ("SEC") Rule 13d-3, the shares of SMC Common
Stock reflected in such table. As of May 19, 1995, each director, nominee or
executive officer of SMC disclaims beneficial ownership of securities of any
subsidiary of SMC. Except as otherwise
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<PAGE>
noted, the named beneficial owner claims sole investment and voting power as to
the securities reflected in the table.
<TABLE>
<CAPTION>
NUMBER OF
BENEFICIAL OWNER SHARES(1)
- ---------------------------------------------------------------- ------------
<S> <C>
Evelyn Berezin.................................................. 10,500(2)
Robert M. Brill................................................. 5,000(3)
Anthony M. D'Agostino........................................... 24,393(4)
Peter F. Dicks.................................................. 20,000
Herman Fialkov.................................................. 56,003
Raymond Frankel................................................. --
Ivan T. Frisch.................................................. 16,000(5)
Gerald E. Gollub................................................ 40,113(6)
Paul Richman.................................................... 116,031(7)
Arthur Sidorsky................................................. 36,143(8)
Victor F. Trizzino.............................................. 116,881(9)
All directors and executive officers as a group (11 persons).... 441,064(10)
<FN>
- ------------
(1) Shares held by each beneficial owner constitute less than 1% of the class,
except for all directors and executive officers as a group (3.33%).
(2) Includes 500 shares owned jointly with husband and 10,000 shares covered
by currently exercisable options.
(3) Includes 5,000 shares covered by currently exercisable options.
(4) Includes 6,636 shares covered by currently exercisable options.
(5) Includes 12,500 shares covered by currently exercisable options.
(6) Includes 12,417 shares covered by currently exercisable options.
(7) Includes 16,937 shares covered by currently exercisable options.
(8) Includes 10,001 shares owned jointly with wife and 10,399 shares covered
by currently excercisable options.
(9) Includes 32,306 shares covered by currently exercisable options.
(10) Includes 106,192 shares covered by currently exercisable options.
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth all plan and non-plan compensation paid to
the named executive officers for services rendered in all capacities to SMC and
its subsidiaries during the three years ended February 28, 1995.
3
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG-TERM
COMPENSATION
---------------------------
AWARDS
---------------------------
SHARES OF
ANNUAL COMPENSATION(1) STOCK
---------------------------- RESTRICTED UNDERLYING
FISCAL SALARY BONUS STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($) ($) AWARDS($)(2) GRANTED(#) COMPENSATION($)(3)
- ----------------------------- ------ ------- ------- ---------- ---------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Victor F. Trizzino........... 1995 410,000 287,281 82,000 23,597 4,711
President and Chief 1994 365,000 277,509 73,000 22,812 4,616
Executive Officer 1993 335,500 723,856 67,000 -0- 4,329
Paul Richman................. 1995 386,500 386,500 -0- 22,245 4,711
Chairman 1994 364,000 559,392 26,607 22,750 4,568
1993 346,500 370,843 69,300 -0- 4,328
Gerald E. Gollub............. 1995 287,500 -0- -0- 16,547 4,801
Executive Vice President 1994 265,000 191,947 53,000 16,562 4,558
1993 250,000 408,290 50,000 -0- 4,351
Arthur Sidorsky.............. 1995 240,500 240,500 48,100 13,842 4,695
Executive Vice President 1994 222,000 65,600 44,400 13,875 4,611
1993 205,200 57,000 43,000 -0- 4,335
Anthony M. D'Agostino........ 1995 155,000 108,606 31,000 8,921 4,677
Vice President--Finance 1994 141,000 107,200 28,200 8,812 4,541
and Treasurer 1993 130,000 290,496 26,000 -0- 3,099
<FN>
- ------------
(1) Excludes perquisites and other personal benefits aggregating less than the lesser of $50,000 or 10% of the
total salary and bonus reported for the named person.
(2) Restricted stock awards vest on each of the second, third, and fourth anniversaries of the grant date, to
the extent of one-third of the shares awarded. Each award was made in part payment of the executive officer's
fiscal 1995, 1994, or 1993 bonus, following the end of such fiscal year. Holders of restricted stock awards
are entitled to dividends to the same extent as owners of unrestricted shares. The numbers of shares granted to
each executive officer as restricted stock awards are as follows:
1995 1994 1993
----- ----- -----
Victor F. Trizzino......................... 4,824 4,563 4,288
Paul Richman............................... -0- 1,663 4,435
Gerald E. Gollub........................... -0- 3,313 3,200
Arthur Sidorsky............................ 2,829 2,775 2,752
Anthony M. D'Agostino...................... 1,824 1,763 1,664
As of February 28, 1995, the market value of each executive officer's holdings of restricted stock was as follows:
Victor F. Trizzino, $345,057; Paul Richman, $224,959; Gerald E. Gollub, $254,109; Arthur Sidorsky, $146,466;
Anthony M. D'Agostino, $132,474.
(3) Reflects SMC contributions under the Incentive Savings and Retirement Plan.
</TABLE>
Pursuant to an employment agreement the other substantive terms of which
have expired, Mr. Richman was entitled to receive specified percentages of
certain SMC licensing revenues or revenues from sales of products manufactured
and/or sold by SMC pursuant to any second-sourcing, technology transfer, or
other agreement with an SMC licensee, in total amounts not exceeding $586,000 in
fiscal 1994 or $386,500 in fiscal 1995. Such additional compensation is included
in the Summary Compensation Table.
Messrs. Trizzino, Gollub and Sidorsky were employed during the 1995 fiscal
year pursuant to employment agreements expiring February 29, 1996, pursuant to
which their respective salaries were as reflected in the Summary Compensation
Table. SMC may terminate Mr. Sidorsky's employment before the contract
expiration date on notice accompanied by payment equal to one year's salary.
Mr. Richman and SMC entered into an employment agreement as of March 1,
1995, pursuant to which Mr. Richman will be employed as Chairman of the Board
until February 29, 2000, unless prior to
4
<PAGE>
such time, the Board of Directors declines to elect him to such position or Mr.
Richman declines to serve in such position, in which case Mr. Richman will
continue to render services as a consultant. Mr. Richman is required to devote
80% of his business time to rendering services to SMC, subject to the right of
either party to reduce such percentage. Mr. Richman's initial salary is
$309,200, subject to annual increases based on changes in the Consumer Price
Index and adjustments for changes in the percentage of time Mr. Richman is
required to devote to SMC. The agreement continues Mr. Richman's right to
receive specified percentages of certain SMC licensing or sales revenues,
described above (or that of his estate to receive lesser percentages for five
years, if Mr. Richman dies while employed by or acting as consultant to SMC).
For fiscal years through 1995, SMC agreed to pay certain of its executives,
including certain of the executive officers named in the preceding table,
incentive compensation based on specified percentages of the consolidated net
income of SMC (or a specified division of SMC) before income taxes, as defined.
The amounts of this incentive compensation are included under the Bonus column
in the Summary Compensation Table. For fiscal 1995, 1994 and 1993, part of such
incentive compensation was paid in cash and is included under the Bonus column,
and the balance was paid in the form of restricted stock awards under the 1991
Restricted Stock Bonus Plan, as set forth in note 2 to the table. SMC has not
yet fixed such incentive compensation for fiscal 1996.
Under SMC's Executive Retirement Plan, officers, including executive
officers, whose employment terminates after 10 years of service or by reason of
total and permanent disability (or the beneficiary of a deceased participant),
are entitled to receive, for 10 years, in equal monthly installments, beginning
at age 65 or such officer's later retirement date, an annual benefit equal to
35% of the participant's Base Annual Salary, as defined. As of March 1, 1995,
the amount of such annual benefit that would be payable to each of the executive
officers named in the table on reaching age 65 is as follows: Victor F. Trizzino
$129,558; Paul Richman, $127,983; Gerald E. Gollub, $93,625; Arthur Sidorsky
$77,898; Anthony M. D'Agostino, $49,700.
SMC has entered into severance pay agreements with certain officers,
including Messrs. Trizzino, Gollub, Sidorsky and D'Agostino, which provide that,
in the event of a change of control of SMC and the subsequent discharge or
constructive discharge (other than for good cause) of such officer, he shall (i)
receive severance pay equal to one year's base salary (18 months' in the case of
Messrs. Trizzino, Gollub, and Sidorsky), (ii) be paid cash for surrender of the
officer's stock options and for shares granted under any restricted stock bonus
plan, based on the market price of SMC stock, and (iii) continue to receive for
18 months following such discharge certain insurance benefits provided by SMC.
If within six months after a change of control of SMC, the officer voluntarily
terminates his employment (otherwise than by reason of constructive discharge),
the severance pay is limited to six months' base salary, and the officer shall
continue to receive such insurance benefits for six months.
The following table sets forth information regarding individual grants of
stock options to the named executive officers during the 1995 fiscal year.
Options become exercisable in four equal annual
5
<PAGE>
installments commencing on the first anniversary of grant and may be exercised
cumulatively at any time before expiration.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF SHARES ANNUAL RATES OF STOCK
SECURITIES SUBJECT TO PRICE APPRECIATION FOR
UNDERLYING OPTIONS GRANTED EXERCISE OPTION TERM
OPTIONS GRANTED TO EMPLOYEES IN PRICE EXPIRATION ----------------------
EXECUTIVE OFFICER (# OF SHARES) FISCAL YEAR ($ PER SHARE) DATE 5%($) 10%($)
- -------------------------------- --------------- --------------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Victor F. Trizzino.............. 23,597 5.9% 17.38 5/5/99 113,307 250,380
Paul Richman.................... 22,245 5.6% 17.38 5/5/99 106,815 236,034
Gerald E. Gollub................ 16,547 4.1% 17.38 5/5/99 79,455 175,575
Arthur Sidorsky................. 13,842 3.5% 17.38 5/5/99 66,466 146,873
Anthony M. D'Agostino........... 8,921 2.2% 17.38 5/5/99 42,837 94,658
</TABLE>
The following table sets forth aggregate information concerning stock option
exercises during fiscal 1995 by each of the named executive officers, together
with the year-end value of unexercised options.
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FISCAL YEAR-END(#) AT FISCAL YEAR-END($)
SHARES AQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Victor F. Trizzino......... 15,000 279,300 20,704 55,705 369,192 704,139
Paul Richman............... -0- -0- 5,688 39,307 59,724 382,025
Gerald E. Gollub........... 22,500 332,700 4,142 41,467 43,491 539,069
Arthur Sidorsky............ -0- -0- 3,469 24,248 36,425 235,502
Anthony M. D'Agostino...... 15,000 264,769 2,203 23,030 23,132 305,404
</TABLE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of outside directors and is responsible for developing and
making recommendations to the Board of Directors with respect to compensation of
the Company's officers, directors and certain other employees, as well as any
bonuses for officers.
The Committee has developed and implemented compensation programs which seek
to enhance the profitability of SMC and improve shareholder value by closely
aligning the financial interests of the Company's senior management team with
those of its shareholders. A significant part of each executive's compensation
depends on appreciation of the Company's common stock. Each executive's
compensation is composed of two elements: (1) current compensation composed of
basic salary and cash bonuses and (2) long-term compensation tied directly to
shareholder value, composed of restricted stock awards and stock options.
Base pay is designed to be competitive with salary levels at similar
industrial companies for equivalent positions. From time to time, the Committee
utilizes independent survey information to ensure that executive salaries are
within a competitive range.
6
<PAGE>
Each executive is eligible to receive an annual incentive bonus. The bonuses
earned for fiscal 1995 were based on performance in excess of a base operating
income requirement. One executive officer involved in the Company's licensing
activity receives an annual incentive bonus linked to the Company's success in
realizing revenue from the sale of products pursuant to certain second sourcing,
technology transfer, or licensing agreements.
Long-term compensation is tied directly to shareholder return. Under the
current program, executives have received stock options which vest over four
years and restricted stock awards which vest over four years. The purposes of
this program are (1) to motivate the Company's executives to enhance the
Company's market capitalization and hence, the shareholders' return, and (2) to
create an incentive for the executive to remain with the Company.
In fiscal 1995, the compensation of Mr. Trizzino, SMC's Chief Executive
Officer, included a base salary of $410,000 and a bonus of $287,281. Restricted
stock awards and stock options granted to Mr. Trizzino during fiscal 1995 are
shown in the Summary Compensation Table. Mr. Trizzino's bonus was based on a
percentage of corporate operating income in excess of a base operating income
requirement. In addition, the Committee considered the following factor, among
others: during fiscal 1995, the Company penetrated the strategic enterprise
internetworking market, a market that provides access to the corporate end-user.
During Mr. Trizzino's term as President and Chief Executive Officer, SMC has put
in place a comprehensive strategy with the aim of developing the Company into a
vertically integrated networking enterprise. The Company achieved all-time
record annual results for fiscal 1995, with revenues increasing by 17% and net
income increasing by 22% over year earlier results.
Section 162(m) of the Internal Revenue Code limits to $1,000,000 the amount
of "applicable employee remuneration" deductible by SMC for "covered" employees
for any taxable year. No policy has been adopted with respect to Section 162(m)
of the Code for executive officers, since their "applicable employee
remuneration" levels are not expected to exceed $1,000,000.
Peter F. Dicks Herman Fialkov Raymond Frankel
7
<PAGE>
The following line graph compares cumulative total shareholder return for
SMC Common Stock, the Center for Research in Security Prices ("CRSP") Total
Return Index for NASDAQ Stock Market (US Companies) and the CRSP Total Return
Index for NASDAQ Computer Manufacturers, assuming an investment of $100 in each
in February 1990 and the monthly reinvestment of dividends. The performance
shown on the graph is not necessarily indicative of future performance.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
STANDARD MICROSYSTEMS CORPORATION
Prepared by the Center for Research in Security Prices
Produced on 4/13/95 including data to 02/28/95
[CHART]
02/28/90 02/28/91 02/28/92 02/28/93 02/28/94 02/28/95
-------- -------- -------- -------- -------- --------
Standard Microsystems
Corporation 100.0 78.2 132.7 272.7 278.2 385.5
Nasdaq Stock Market
(US Companies) 100.0 110.2 157.2 167.2 196.8 200.1
Nasdaq Computer
Manufacturers Stocks
SIC 3570-3579 US &
Foreign 100.0 135.6 172.0 182.0 193.0 198.6
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.0 on 02/28/90.
8
<PAGE>
Pursuant to SEC rules, the material under the caption Board Compensation
Committee Report on Executive Compensation through and including the line graph
and related explanatory material is not to be deemed either "soliciting
material" or "filed" with the SEC. It is specifically excluded from any material
incorporated by reference in SMC filings under the Securities Act of 1933 or
Securities Exchange Act of 1934, whether such filings occur before or after the
date of this proxy statement and notwithstanding anything to the contrary set
forth in any such filing.
-------------------
Directors who are not officers of SMC receive an annual retainer of $25,000,
plus $1,200 per meeting attended; committee members receive an additional annual
retainer of $3,500 per committee, plus $800 per committee meeting attended.
Under SMC's 1990 Director Stock Option Plan, options to purchase an
aggregate of 200,000 shares of SMC Common Stock were authorized for grant to
directors who are not employees of SMC or any subsidiary ("Eligible Directors").
Pursuant to the plan, on October 11, 1989, each of the Eligible Directors was
granted an immediately exercisable option to purchase 10,000 shares and a
vesting option to purchase 15,000 shares. Any director who becomes an Eligible
Director upon initial election after October 11, 1989 automatically is granted a
vesting option to purchase 15,000 shares. Vesting options become exercisable to
the extent of 5,000 shares on each of the first three anniversaries of the date
of grant. The per share exercise price of each option equals the fair market
value of a share of the Common Stock on the date of grant. In general, options
are not transferable and expire the earlier of five years after grant or three
years after the holder ceases to be a director.
SMC's 1994 Director Stock Option Plan is being submitted to the stockholders
for approval. See 1994 DIRECTOR STOCK OPTION PLAN. If the 1994 Plan is approved
by the stockholders, the 1990 Plan will be terminated, except with respect to
outstanding options.
SMC's Retirement Plan for Directors provides for the payment to each retired
director, for a maximum of 10 years after retirement, of an amount equal to the
director's retainer in effect at his retirement, for service on the Board and
each Board committee of which he was then a member. Payments for a shorter
period are made to the spouse of a director who dies while in service or within
10 years after his retirement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Herman Fialkov, who was one of the founders of SMC, has been engaged by SMC
as a consultant through June 30, 1997, at a fee equivalent to $57,500 per annum.
In the event of Mr. Fialkov's death while so engaged, his compensation is to be
continued for six months following the month in which death occurred. The
agreement requires Mr. Fialkov to keep information received from SMC
confidential, so long as such information is not otherwise publicly disclosed,
and prohibits him, except with SMC's consent, from serving any competitor of SMC
engaged in the design or manufacture of semiconductor devices. Mr. Fialkov's
duties are to be performed at times and places convenient to him, and he is not
required to devote more than twelve hours in any week nor more than five days in
any calendar month to his consulting activities. The agreement provides that, if
he is called upon to perform services beyond the scope of ordinary consulting
duties, he shall be compensated for such services on a basis to be agreed
between him and SMC. It is contemplated that Mr. Fialkov will continue to serve
in his present capacity as a Director and Chairman of the Compensation Committee
and will be compensated for such services on the same basis as is applicable to
other directors. A consulting engagement on substantially the same terms expired
February 28, 1995.
COMPLIANCE WITH SECURITIES EXCHANGE ACT SECTION 16(A)
Based solely on a review of copies of reports and written representations
furnished to SMC by its executive officers and directors, SMC believes that all
reports required to be filed by its executive
9
<PAGE>
officers and directors for the 1995 fiscal year were filed timely, except for a
report on Form 4, covering two transactions, filed late by Mr. Sidorsky.
1994 DIRECTOR STOCK OPTION PLAN
The Board of Directors has adopted the 1994 Director Stock Option Plan (the
"Director Option Plan"), subject to stockholder approval. The Board of Directors
believes that the Director Option Plan is desirable to encourage ownership in
SMC by non-employee directors, whose services are considered essential to SMC's
continued progress, by providing a further incentive to continue to serve as
directors and, through utilization of the incentives provided by the Director
Option Plan, to attract and retain experienced and qualified candidates to fill
vacancies on the Board of Directors which may occur in the future.
The Director Option Plan is set forth as Exhibit A to this Proxy Statement,
and the following description is qualified in its entirety by this reference
thereto.
Under the Director Option Plan, options to purchase an aggregate of 250,000
shares of SMC Common Stock may be granted from time to time to persons who are
now or shall become incumbent directors who are not, at the respective times,
employees of SMC or any subsidiary ("Eligible Directors"). Subject to
stockholder approval of the Plan, on July 7, 1994, each Eligible Director who
last received an option to purchase the Company's Common Stock pursuant to a
Company stock option plan (a "Prior Plan") prior to the Company's 1992 Annual
Meeting of Stockholders was granted an option to purchase 25,000 shares of SMC
Common Stock, and any Eligible Director who last received an option to purchase
Common Stock pursuant to a Prior Plan immediately following any of the 1992,
1993 or 1994 Annual Meetings of the Stockholders was granted an option to
purchase 10,000 shares of SMC Common Stock. Accordingly, if the 1994 Stock
Option Plan is approved by stockholders, immediately following the 1995 Annual
Meeting, the following directors will receive Vesting Options exercisable at
$14.88 per share covering the indicated numbers of shares of SMC Common Stock:
Evelyn Berezin, 10,000; Robert M. Brill, 10,000; Peter F. Dicks, 25,000; Herman
Fialkov, 25,000; Raymond Frankel, 25,000; and Ivan T. Frisch, 10,000. Any
Eligible Director first elected after the 1994 Annual Meeting of Stockholders,
upon such election, shall be granted an option to purchase 25,000 shares of SMC
Common Stock. All of the options granted pursuant to the foregoing provisions
shall become exercisable, to the extent of one-third of the number of shares
granted, on the first anniversary of the date of grant, and cumulatively to the
extent of an additional one-third, on each of the next two succeeding
anniversaries, so that on the third anniversary of the date of grant, these
options shall be fully exercisable. The options described above shall become
immediately exercisable in full (i) upon the mandatory retirement of the
director, or his total and permanent disability or death, or (ii) a change in
control of SMC. In addition to the stock options described above, immediately
following each Annual Meeting of the Stockholders, commencing with the 1997
Annual Meeting, each Eligible Director shall be granted under the Director
Option Plan an option to purchase 8,333 shares of SMC Common Stock, which shall
be fully vested upon the granting thereof and immediately exercisable. No
Eligible Director shall be granted any immediately exercisable options under the
Director Option Plan prior to the third annual meeting after he shall have
become an Eligible Director. If the Director Option Plan is adopted, no further
grant will be awarded under the 1990 Director Stock Option Plan. Six incumbent
directors and nominees will be eligible to participate in the Director Option
Plan, if it is approved by the stockholders.
The Director Option Plan is to be administered by the Board of Directors.
The Board is generally empowered to interpret the Director Option Plan, to
prescribe, amend and rescind rules and regulations relating to it and to
determine the terms and provisions of the respective option agreements. The per
share exercise price of each option shall equal the fair market value of a share
of the Common Stock on the date of grant. Upon exercise of an option, the
optionee may pay the purchase price with cash, securities of SMC already owned
by him, or a combination of cash and securities.
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Each option granted under the Director Option Plan will be evidenced by a
written agreement in such form as the Board will from time to time approve.
Options will not be transferable other than by will or the laws of descent and
distribution and may be exercised during the lifetime of the optionee only by
him.
No option will be exercisable after the expiration of the earlier of (i)
five years from the date of grant, or (ii) three years following (x) the
retirement or resignation of the optionee as a director, or (y) the failure of
the optionee to be reelected as a director, or (z) the total and permanent
disability or death of the optionee.
The number of shares subject to option and the exercise price of options are
subject to appropriate adjustment by the Board in the event of changes in the
outstanding Common Stock by reason of changes in SMC's corporate structure or
capitalization, including stock dividends or stock splits.
The Board of Directors may suspend, discontinue or amend the Director Option
Plan provided, however, that (except for adjustments by reason of changes in
SMC's corporate structure or capitalization) any change in the number of shares
subject to the Director Option Plan, in the definition of the class of directors
eligible to receive options or that will materially increase the benefits
accruing to participants, shall require approval of the stockholders. In
addition, provisions of the Director Option Plan relating to the eligibility or
the number of shares covered by an option at its initial grant and the exercise
price may not be amended more frequently then once every six months, except to
conform the plan to provisions of the Internal Revenue Code and ERISA.
On May 19, 1995, the closing sale price for SMC Common Stock as reported on
the NASDAQ National Market List was $18.875 per share.
TAX CONSEQUENCES
SMC has been advised as follows regarding the federal income tax
consequences applicable to the grant and exercise of options under the Director
Option Plan:
Optionees will not be taxed upon the grant of a stock option. Except as
noted below, at the time of exercise of a stock option, the optionee generally
will recognize ordinary income in an amount equal to the excess of the fair
market value of the shares over the option price, and SMC generally will be
entitled to a deduction in the same amount. The shares so acquired will have a
basis to the optionee equal to their fair market value on, and a holding period
commencing on the day after, the date of exercise. Upon the sale of a share so
acquired, any gain or loss will result in a capital gain or loss measured by the
difference between the optionee's basis and the amount realized on such sale,
provided the share sold is a capital asset in the hands of the holder.
If the optionee uses previously acquired shares of Common Stock to pay the
exercise price of a stock option, the optionee will not ordinarily recognize
taxable income to the extent that the number of new shares received upon
exercise of the stock option does not exceed the number of previously acquired
shares so used. If non-recognition treatment applies to the payment for option
shares with previously acquired shares, the tax basis and holding period of the
shares received without recognition of taxable income will be determined by
reference to the basis and holding period of the shares surrendered as payment.
If a greater number of shares of Common Stock is received upon exercise than the
number of shares surrendered in payment of the option price, the option holder
will be required to include in gross income (and SMC will be entitled to deduct)
an amount equal to the fair market value of the additional shares on the date
the stock option is exercised, less any cash paid for the shares, and the
holding period of the additional shares will commence on the day after the
exercise date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ADOPTION OF THE 1994
DIRECTOR STOCK OPTION PLAN.
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SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by the stockholders, the Board of Directors has
selected Arthur Andersen & Co. ("Arthur Andersen") as independent public
accountants for SMC for the fiscal year ending February 28, 1996. Arthur
Andersen was the independent public accountant for SMC for its fiscal year ended
February 28, 1995. A representative of Arthur Andersen is expected to be present
at the Annual Meeting, with the opportunity to make a statement, if he desires
to do so, and is expected to be available to respond to appropriate questions.
If the selection of Arthur Andersen is not ratified, or if prior to the next
annual meeting of stockholders such firm shall decline to act or otherwise
become incapable of acting, or if its engagement shall be otherwise discontinued
by the Board of Directors, the Board of Directors will appoint other independent
auditors whose selection for any period subsequent to the next Annual Meeting
will be subject to stockholder ratification at such meeting.
VOTING PROCEDURES
Every stockholder of SMC is entitled to cast, in person or by proxy, one
vote for each share of SMC Common Stock held at the close of business on May 19,
1995, the record date for the Annual Meeting. At that date, SMC had outstanding
13,228,801 shares. The proxy hereby solicited is revocable at any time prior to
its exercise and may be revoked in any manner permitted by law.
The presence in person or by proxy of stockholders entitled to cast a
majority of the votes at the meeting constitutes a quorum, and the favorable
vote of the holders of a majority of the shares present or represented and
entitled to vote is necessary for the approval of each proposal, except for
election of directors. If a quorum is present, the three persons receiving the
largest number of votes for director will be elected. Votes are in general
counted by optical scanning equipment. Abstentions are counted for quorum
purposes, but not as "for" or "against"; broker non-votes are not counted for
quorum purposes. An abstention on a proposal that requires for its approval the
affirmative vote of the holders of a majority of the shares present or
represented and entitled to vote, such as approval of the 1994 Director Stock
Option Plan, has the same legal effect as a vote against.
The proxies named in the enclosed form of proxy and their substitutes will
vote the shares represented by the enclosed form of proxy, if the proxy appears
to be valid on its face, and, where a choice is specified on the form of proxy,
the shares will be voted in accordance with the specification so made.
GENERAL
The cost of preparing, assembling and mailing the proxy statement and
related material will be borne by SMC. In addition to soliciting proxies by
mail, SMC may make requests for proxies by telephone, facsimile transmission or
messenger or by personal solicitation by officers, directors, or employees of
SMC, at nominal cost to SMC, or by any one or more of the foregoing means.
Georgeson & Company has been retained by SMC to assist in the solicitation of
proxies, for fees anticipated to aggregate approximately $4,500, plus reasonable
out-of-pocket expenses. SMC will reimburse brokerage firms and other nominees in
accordance with the New York Stock Exchange schedule of charges for the cost of
forwarding proxy material to beneficial owners of SMC stock.
STOCKHOLDER PROPOSALS AND OTHER MATTERS
Stockholder proposals intended for inclusion in the proxy statement for the
next Annual Meeting must be received by SMC by February 6, 1996 and should be
sent to the Vice President--Finance, Standard Microsystems Corporation, 80 Arkay
Drive, Hauppauge, New York 11788.
As of the date of this proxy statement, the Board of Directors of SMC knows
of no matter, other than the election of directors, adoption and approval of the
1994 Director Stock Option Plan, and the
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ratification of the selection of independent public accountants, to come before
the meeting. If any other matter should properly come before the meeting, it is
the intention of the persons named on the accompanying form of proxy to vote
such proxy in accordance with their judgment on such matter.
By order of the Board of Directors,
Dated: May 31, 1995 HAROLD I. KAHEN
Secretary
YOUR PROXY IS IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES. PLEASE
SIGN AND MAIL IT TODAY.
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EXHIBIT A
STANDARD MICROSYSTEMS CORPORATION
1994 DIRECTOR STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1994 Director Stock Option Plan (the "Plan") of Standard
Microsystems Corporation (the "Company"), is to encourage ownership in the
Company by outside directors of the Company whose services are considered
essential to the Company's continued progress and thus to provide them with a
further incentive to continue to serve as directors of the Company. The Plan is
also intended to assist the Company through utilization of the incentives
provided by the Plan to attract and retain experienced and qualified candidates
to fill vacancies in the Board which may occur in the future.
2. ADMINISTRATION
The Plan will be administered by the Board of Directors (the "Board") of the
Company. Subject to the express provisions of the Plan, the Board will have
complete authority to interpret the Plan; to prescribe, amend, and rescind rules
and regulations relating to it; to determine the terms and provisions of the
respective option agreements (which need not be identical); and to make all
other determinations necessary or advisable for the administration of the Plan.
The Board's determinations on the matters referred to in this Section 2 will be
conclusive.
3. PARTICIPATION IN THE PLAN
Each person who is now or shall become an incumbent director of the Company
and who is not, while serving as director, an employee of the Company or any
subsidiary of the Company, shall be eligible to participate in the Plan (an
"Eligible Director"). A director of the Company shall not be deemed to be an
employee of the Company solely by reason of the existence of a consulting
contract between such director and the Company or any subsidiary thereof
pursuant to which the director agrees to provide consulting services as an
independent consultant to the Company or its subsidiaries on a regular or
occasional basis for a stated consideration.
4. STOCK SUBJECT TO THE PLAN
The stock subject to the Plan shall consist of 250,000 shares of Common
Stock, $.10 par value, of the Company ("Common Stock"). Such shares may, as the
Board shall from time to time determine, be either authorized and unissued
shares of Common Stock or issued shares of Common Stock which have been
reacquired by the Company. If an option shall expire or terminate for any reason
without having been exercised in full, the shares represented by the portion
thereof not so exercised shall (unless the Plan shall have been terminated)
become available for other options to be granted under the Plan.
5. STOCK OPTIONS
A. Form of Options. Each option granted under this Plan shall be evidenced
by a written agreement in such form as the Board shall from time to time
approve, which agreement shall comply with and be subject to the terms and
conditions set forth in the Plan.
B. Vesting Options. In recognition of past services to the Company, on July
7, 1994, each director who is on that date an Eligible Director and last
received an option to purchase Common Stock
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pursuant to a Company stock option plan (a "Prior Plan") prior to the Company's
1992 Annual Meeting of Stockholders shall be granted under the Plan an option to
purchase 25,000 shares of Common Stock, and any Eligible Director who last
received an option to purchase Common Stock pursuant to a Prior Plan immediately
following any of the 1992, 1993, or 1994 Annual Meetings of Stockholders shall
be granted under the Plan an option to purchase 10,000 shares of Common Stock.
Any Eligible Director first elected after the 1994 Annual Meeting of
Stockholders, upon such election, shall be granted under the Plan an option to
purchase 25,000 shares of Common Stock. Each option granted pursuant to this
Section 5B (a "Vesting Option") shall become exercisable, to the extent of one-
third of the number of shares granted, on the first anniversary of the date of
grant, and cumulatively to the extent of an additional one-third, on each of the
next two succeeding anniversaries, so that on the third anniversary of the date
of grant, each Vesting Option granted to an Eligible Director shall be fully
exercisable.
C. Current Service Options. In addition to Vesting Options, immediately
following each Annual Meeting of Stockholders, commencing with the 1997 Annual
Meeting, each Eligible Director shall be granted under the Plan an option to
purchase 8,333 shares of Common Stock ("Current Service Option"), which shall be
fully vested upon the granting thereof and, subject to the provisions of
Sections 5H and 12, shall be immediately exercisable. Notwithstanding anything
else contained herein, no Eligible Director shall be granted a Current Service
Option prior to the third annual meeting after he shall have become an Eligible
Director.
D. Option Price per Share. All options granted hereunder shall be
exercisable at a price per share equal to the fair market value (as hereinafter
defined) of a share of Common Stock on the date of the grant. For purposes of
the Plan, the term "fair market value" of a share of Common Stock shall mean, as
of the date on which such fair market value is to be determined, the closing
price of a share of Common Stock as reported in The Wall Street Journal (or a
publication or reporting service deemed equivalent to The Wall Street Journal
for such purpose by the Board) for the over-the-counter market or any national
securities exchange and other securities market which at the time are included
in the stock price quotations of such publication. If no such sale is so
reported for such date, fair market value shall mean the average of the latest
bid and asked prices so reported for such date. In the event that the Board
shall determine such stock price quotation is not representative of fair market
value, the Board may determine fair market value in such a manner as it shall
deem appropriate under the circumstances.
E. Options Nontransferable. Each option granted under the Plan by its terms
shall not be transferable by the optionee otherwise than by will, or by the laws
of descent and distribution, and shall be exercisable during the lifetime of the
optionee only by him. No option or interest therein may be transferred,
assigned, pledged, or hypothecated by the optionee during his lifetime, whether
by operation of law or otherwise, or be made subject to execution, attachment,
or similar process.
F. Accelerated Vesting. Notwithstanding the provisions hereof specifying the
installments in which Vesting Options shall be exercisable, Vesting Options
shall become exercisable in full (i) upon the retirement of the director in
accordance with any mandatory retirement policy for members of the Board, which
policy may be established by the Board, (ii) upon the total and permanent
disability or death of the director, or (iii) if any of the following events
shall occur: (a) the Company shall execute a definitive agreement to merge or
consolidate with or into another corporation and the Company shall not be the
surviving corporation in the merger (or shall become a subsidiary of any other
corporation party to such merger agreement, unless such transaction shall
involve no significant change in beneficial ownership of the Company) and the
stockholders of the Company shall have approved the terms of such agreement; (b)
the Company shall enter into a definitive agreement to sell or otherwise dispose
of all or substantially all of its assets and the stockholders of the Company
shall have approved the terms of such agreement; or (c) any person or group
shall acquire, or increase its ownership to, more than 20% of the Company's then
outstanding voting stock.
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G. Expiration of Options. No option shall be exercisable after the
expiration of the earlier of (i) five years from the date when such option was
granted or (ii) three years following (x) the retirement or resignation of the
optionee as a director of the Company, (y) the failure of the optionee to be
reelected a director of the Company, or (z) the total and permanent disability
or death of the optionee.
H. Exercise of Options. Options may be exercised only by notice to the
Company, accompanied by payment of the full purchase price for the shares as to
which they are exercised. Such purchase price shall be paid in full upon any
exercise of an option (i) by cash, including a personal check payable to the
order of the Company or (ii) by delivering at fair market value, valued as of
the close of the last trading day prior to delivery, Common Stock owned by the
optionee, or (iii) by any combination of (i) and (ii). If the Company shall be
advised that the exercise of an option is subject to any tax withholding, the
Company may require, as a condition of exercise, that payment of the purchase
price be accompanied by the applicable withholding amount, as determined by the
Company.
I. Nonstatutory Options. No option granted under the Plan shall constitute
an "incentive stock option" as that term is defined in the Internal Revenue Code
of 1986.
6. MODIFICATION, EXTENSION, AND RENEWAL OF OPTIONS
The Board shall have the power to modify, extend or renew outstanding
options and authorize the grant of new options in substitution therefor,
provided that such power may not be exercised in a manner which would (i) alter
or impair any rights or obligations under any option previously granted without
the written consent of the optionee or (ii) adversely affect the qualification
of the Plan or any other stock-related plan of the Company under Rule 16b-3
under the Securities Exchange Act of 1934 or any successor provision.
7. ASSIGNMENT
The rights and benefits under this Plan may not be assigned and any
attempted assignment of such rights and benefits shall be null and void.
8. LIMITATION OF RIGHTS
A. No Right to Continue as a Director. Neither the Plan, nor the granting of
an option nor any other action taken pursuant to the Plan, shall constitute or
be evidence of any agreement or understanding, express or implied, that the
Company will retain a director for any period of time, or at any particular rate
of compensation.
B. No Stockholder's Rights for Optionees. An optionee or his representative
shall have no rights as a stockholder with respect to the shares covered by his
option until the date of the issuance to him or his representative of a stock
certificate therefor, and no adjustment will be made for dividends or other
rights for which the record date is prior to the date such certificate is
issued.
9. CHANGES IN PRESENT STOCK
In the event of any merger, consolidation, reorganization, recapitalization,
stock dividend, stock split or other change in the corporate structure or
capitalization affecting the Company's Common Stock, appropriate adjustment
shall be made by the Board in the number and kind of shares which are or may
become subject to options granted or to be granted hereunder and the per share
option price to be paid therefor.
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10. EFFECTIVE DATE AND DURATION OF THE PLAN
Options shall be granted under the Plan, subject to its authorization and
adoption by the stockholders of the Company, at any time or from time to time
after its adoption by the Board of Directors, but no option shall be exercisable
under the Plan until the Plan shall have been adopted and approved at the
meeting of stockholders of the Company next following adoption of the Plan by
the Board. If so adopted by stockholders, this Plan shall become effective as of
July 7, 1994, the date of its adoption by the Board. In the event the Plan is
not so adopted by stockholders, all options which may have been granted shall be
null and void. The Plan shall terminate on July 6, 2004 (unless earlier
discontinued by the Board), but such termination shall not affect the rights of
the holder of any option outstanding on such date of termination.
11. AMENDMENT OF THE PLAN
The Board may suspend or discontinue the Plan or revise or amend it in any
respect whatsoever; provided, however, that, without approval of the
shareholders, no revision or amendment shall change the number of shares subject
to the Plan (except as provided in Section 9), change the definition of the
class of directors eligible to receive options, or materially increase the
benefits accruing to participants under the Plan. Notwithstanding the preceding
sentence, none of Sections 3, 5B, 5C, or 5D shall be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act, federal securities laws or
rules thereunder.
12. COMPLIANCE WITH LAW, ETC.
Notwithstanding any other provision of this Plan or agreements made pursuant
hereto, the Company shall not be required to issue or deliver any certificate or
certificates for shares of Common Stock under this Plan prior to fulfillment of
all of the following conditions:
(i) Effectiveness of any registration or other qualification of such
shares or of the Company under any state or federal law or regulation which
the Board shall, in its absolute discretion or upon the advice of counsel,
deem necessary or advisable; and
(ii) Grant of any other consent, approval or permit from any state or
federal governmental agency or securities exchange which the Board shall, in
its absolute discretion or upon the advice of counsel, deem necessary or
advisable.
13. NOTICE
Any notice to the Company required by this Plan shall be in writing
addressed to the Secretary of the Company at its principal office, and shall be
deemed delivered only when it is received by the Secretary.
14. GOVERNING LAW
This Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of New York and construed accordingly.
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STANDARD MICROSYSTEMS CORPORATION
PROXY-Annual Meeting of Stockholders-July 6, 1995
PAUL RICHMAN, HERMAN FIALKOV and HAROLD I. KAHEN, and each of them, each
with full power of substitution, hereby are authorized to vote, by a majority
of those or their substitutes present and acting at the meeting or, if only
one shall be present and acting, then that one, all of the shares of Standard
Microsystems Corporation that the undersigned would be entitled, if personally
present, to vote at the 1995 annual meeting of stockholders, and at any
adjournment thereof, upon such business as may properly come before the
meeting, including the items set forth on the reverse side hereof and in the
notice of annual meeting.
Please date and sign this proxy on the REVERSE SIDE, and mail it in the enclosed
envelope, which requires no postage if mailed in the United States.
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^ FOLD AND DETACH HERE ^
<PAGE>
This proxy is solicited on behalf of the Board of Directors. Unless otherwise
properly marked, this proxy will be voted for proposals 1, 2 and 3 as
recommended by the Board of Directors.
The Board of Directors recommends a vote FOR the following items:
1. ELECTION OF DIRECTORS
FOR WITHHOLD Nominees: Robert M. Brill, Raymond Frankel,
ALL NOMINEES AUTHORITY Ivan T. Frisch, Victor F.
(except as marked to vote for all Trizzino
to the contrary) nominees listed
(INSTRUCTION: To withhold authority to vote
for any individual nominee, write that
[ ] [ ] nominee's name on the space provided
below.)
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2. SELECTION OF ARTHUR ANDERSEN & CO. AS INDEPENDENT PUBLIC ACCOUNTANTS.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. ADOPTION OF 1994 DIRECTOR STOCK OPTION PLAN.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(Please sign exactly as your name appears
hereon. If the named holder is a
corporation, partnership or other
association, please sign its name and add
your own name and title. When signing as
attorney, executor, administrator, trustee
or guardian, please also give your full
title. If shares are held jointly, EACH
holder should sign.)
Dated: , 1995
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Signature(s)
PLEASE DATE AND SIGN THIS PROXY AND
RETURN IT PROMPTLY.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES"
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^ FOLD AND DETACH HERE ^
