<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
NUMBER NINE VISUAL TECHNOLOGY CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(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>
NUMBER NINE VISUAL TECHNOLOGY CORPORATION
18 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02173
April 17, 1997
Dear Stockholder:
You are cordially invited to attend the 1997 Annual Meeting of Stockholders
of Number Nine Visual Technology Corporation (the "Company") to be held at
10:00 a.m. on Thursday, May 15, 1997, at The Atrium Conference Center, located
on the second floor of One Financial Center, Boston, Massachusetts (the
"Annual Meeting").
At the Annual Meeting, two persons will be elected to the Board of
Directors. In addition, the Company will ask the stockholders to ratify the
selection of Coopers & Lybrand L.L.P. as the Company's independent public
accountants. The Board of Directors recommends the approval of each of these
proposals. Such other business will be transacted as may properly come before
the Annual Meeting.
We hope you will be able to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that your shares are
represented. Therefore, you are urged promptly to complete, sign, date and
return the enclosed proxy card in accordance with the instructions set forth
on the card. This will ensure your proper representation at the Annual
Meeting.
Sincerely,
ANDREW NAJDA
Chairman of the Board and Chief
Executive Officer
YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.
<PAGE>
NUMBER NINE VISUAL TECHNOLOGY CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 15, 1997
To the Stockholders of Number Nine Visual Technology Corporation:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Number Nine Visual
Technology Corporation, a Delaware corporation (the "Company"), will be held
on Thursday, May 15, 1997 at The Atrium Conference Center, located on the
second floor of One Financial Center, Boston, Massachusetts at 10:00 a.m. for
the following purposes:
1. To elect two members to the Board of Directors to serve for a term
ending in 2000 and until their successors are duly elected and
qualified.
2. To consider and act upon a proposal to ratify the appointment of Coopers
& Lybrand L.L.P. as the Company's independent public accountants for the
fiscal year ending December 27, 1997.
3. To transact such other business as may be properly brought before the
Annual Meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on April 2, 1997 as
the record date for the determination of Stockholders entitled to notice of
and to vote at the Annual Meeting and at any adjournments thereof.
All Stockholders are cordially invited to attend the Annual Meeting. Whether
you plan to attend the Annual Meeting or not, you are requested to complete,
sign, date and return the enclosed proxy card as soon as possible in
accordance with the instructions on the proxy card. A pre-addressed, postage
prepaid return envelope is enclosed for your convenience.
BY ORDER OF THE BOARD OF DIRECTORS
PETER F. DEMUTH
Secretary
April 17, 1997
<PAGE>
NUMBER NINE VISUAL TECHNOLOGY CORPORATION
18 HARTWELL AVENUE
LEXINGTON, MASSACHUSETTS 02173
(617) 674-0009
----------------
PROXY STATEMENT
----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Number Nine Visual Technology Corporation (the
"Company"), a Delaware corporation, of proxies, in the accompanying form, to
be used at the Annual Meeting of Stockholders to be held at The Atrium
Conference Center, located on the second floor of One Financial Center,
Boston, Massachusetts on Thursday, May 15, 1997 at 10:00 a.m., and any
adjournments thereof (the "Meeting").
Where the Stockholder specifies a choice on the proxy as to how his or her
shares are to be voted on a particular matter, the shares will be voted
accordingly. If no choice is specified, the shares will be voted FOR the
election of the two nominees for director named herein, and FOR the
ratification of the appointment of Coopers & Lybrand L.L.P. as the Company's
independent public accountants for the fiscal year ending December 27, 1997.
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. Any
Stockholder who has executed a proxy but is present at the Meeting, and who
wishes to vote in person, may do so by revoking his or her proxy as described
in the preceding sentence. Shares represented by valid proxies in the form
enclosed, received in time for use at the Meeting and not revoked at or prior
to the Meeting, will be voted at the Meeting. The presence, in person or by
proxy, of the holders of a majority of the outstanding shares of the Company's
common stock, par value $.01 per share ("Common Stock"), is necessary to
constitute a quorum at the Meeting.
The affirmative vote of a majority of the shares present or represented and
entitled to vote at the Meeting is required to approve each proposal, other
than the election of directors which requires a plurality of the shares voted
affirmatively or negatively at the Meeting. With respect to the tabulation of
votes on any matter, abstentions are treated as votes against a proposal,
while broker non-votes have no effect on the vote.
The close of business on April 2, 1997 has been fixed as the record date for
determining the Stockholders entitled to notice of and to vote at the Meeting.
As of the close of business on April 2, 1997, the Company had 9,085,068 shares
of Common Stock outstanding and entitled to vote. Holders of Common Stock are
entitled to one vote per share on all matters to be voted on by Stockholders.
The cost of soliciting proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. In
addition, the Company will reimburse brokerage firms and other persons
representing beneficial owners of Common Stock of the Company for their
expenses in forwarding proxy material to such beneficial owners. Solicitation
of proxies by mail may be supplemented by telephone, telegram, telex and
personal solicitation by the directors, officers or employees of the Company.
No additional compensation will be paid for such solicitation.
This Proxy Statement and the accompanying proxy are being mailed on or about
April 17, 1997 to all Stockholders entitled to notice of and to vote at the
Meeting.
The Annual Report to Stockholders for the fiscal year ended December 28,
1996 is being mailed to the Stockholders with this Proxy Statement, but does
not constitute a part hereof.
<PAGE>
SHARE OWNERSHIP
The following table sets forth certain information as of February 14, 1997
concerning the ownership of Common Stock by each Stockholder known by the
Company to be the beneficial owner of more than 5% of its outstanding shares
of Common Stock, each current member of the Board of Directors, each executive
officer named in the Summary Compensation Table on p. 8 hereof, and all
current directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY
OWNED (1)
-----------------
NAME AND ADDRESS** NUMBER PERCENT
------------------ --------- -------
<S> <C> <C>
Andrew Najda (2)............................................. 2,049,424 22.6%
c/o Number Nine Visual Technology Corporation
18 Hartwell Avenue
Lexington, MA 02173
Stanley W. Bialek (3)........................................ 1,020,664 11.2%
c/o Number Nine Visual Technology Corporation
18 Hartwell Avenue
Lexington, MA 02173
Weiss, Peck & Greer Affiliated Entities (4).................. 1,356,856 14.9%
c/o Weiss, Peck & Greer, L.L.C.
555 California Street
San Francisco, CA 94104
John Hancock Mutual Life Insurance Company Affiliated
Entities (5)................................................ 542,736 6.0%
c/o John Hancock Place
Post Office Box 111
Boston, MA 02117
Gill Cogan (6)............................................... 1,356,856 14.9%
c/o Weiss, Peck & Greer, L.L.C.
555 California Street
San Francisco, CA 94104
Dr. Fouad H. Nader (7)(8).................................... 188,320 2.1%
Dr. Paul R. Low (7).......................................... 40,320 *
William H. Thalheimer (7)(9)................................. 278,648 3.0%
John G. Thompson (7)......................................... 75,400 *
James T. O'Bray (7).......................................... 15,000 *
Daniel W. Muehl (7).......................................... 6,250 *
All executive officers and directors as a group (12 persons)
(10)........................................................ 4,669,554 50.1%
</TABLE>
- - --------
* Represents beneficial ownership of less than 1% of the Company's
outstanding shares of Common Stock.
** Addresses are given for beneficial owners of more than 5% of the
outstanding Common Stock only.
2
<PAGE>
- - --------
(1) The number of shares of Common Stock issued and outstanding on February
14, 1997 was 9,076,048. The calculation of percentage ownership for each
listed beneficial owner is based upon the number of shares of Common
Stock issued and outstanding at February 14, 1997, plus shares of Common
Stock subject to options held by such person at February 14, 1997 and
exercisable within 60 days thereafter. The persons and entities named in
the table have sole voting and investment power with respect to all
shares shown as beneficially owned by them, except as noted below.
(2) Also includes 148,000 shares held in the Andrew Najda Irrevocable
Children's Trust, as to which Mr. Najda disclaims beneficial ownership.
(3) Also includes 213,328 shares held in the Stanley W. Bialek Irrevocable
Children's Trust, as to which Mr. Bialek disclaims beneficial ownership.
(4) Based solely on information reported on a Schedule 13 G/A dated January
31, 1997 and filed with the Securities and Exchange Commission on
February 4, 1997 by Philip Greer, individually and on behalf of WPG
Venture Partners III, L.P. ("WPGVP"), the sole General Partner of Weiss,
Peck & Greer Venture Associates III, L.P. ("WPGVA") and WPG Enterprise
Fund II, L.P. ("Enterprise"), and on behalf of WPG Private Equity
Partners, L.P. ("PEP"), the sole General Partner of WPG Corporate
Development Associates IV, L.P. ("CDA IV") and on behalf of WPG CDA IV
(Overseas), Ltd. ("Overseas"), the overseas General Partners of WPG
Corporate Development Associates IV, L.P. ("CDA Overseas"). Includes
546,608 shares held by CDA IV; 405,496 shares held by Enterprise; 272,936
shares held by WPGVA; and 131,816 shares held by CDA Overseas
(collectively, the "Weiss Peck Entities"). The shares held by WPGVA and
Enterprise may be deemed to be beneficially owned by WPGVP, the shares
held by CDA IV may be deemed to be beneficially owned by PEP and the
shares held by CDA Overseas may be deemed to be beneficially owned by
Overseas. Mr. Greer, a General Partner of WPGVP and PEP, and a Director
of Overseas, may be deemed to be the beneficial owner of all of the above
described shares, with shared voting and investment power as to all such
shares. Mr. Greer disclaims beneficial ownership of the shares held of
record by WPGVA, Enterprise, CDA IV and CDA Overseas, except to the
extent of his beneficial interest as a partner in WPGVA, Overseas and PEP
or in Weiss, Peck & Greer, L.L.C. ("WPG"), a Limited Partner in WPGVA,
Enterprise, CDA IV and CDA Overseas. Each of the entities described
herein as holding shares of Common Stock disclaims beneficial ownership
of such shares as are held by the other entities described herein.
(5) Includes 542,736 shares held by Hancock Venture Partners, Inc.
("Venture"), which is a managing General Partner of the General Partner
of Hancock Venture Partners IV--Direct Fund L.P. ("Hancock IV") which
holds 508,816 of such shares, and Falcon Ventures II L.P. ("Falcon"),
which holds 33,920 of such shares. Each of such stockholders disclaims
beneficial ownership of all shares held by the other stockholder. Venture
may be deemed to be the beneficial owner of such shares, with sole voting
and investment power as to all such shares. Venture is a wholly-owned
subsidiary of John Hancock Subsidiaries, Inc. ("JHSI"), which is a
wholly-owned subsidiary of John Hancock Mutual Life Insurance Company
("JHMLICO"). Through their parent-subsidiary relationship to Venture,
JHMLICO and JHSI may be deemed to have indirect beneficial ownership of
all such shares deemed beneficially owned by Venture.
(6) Includes 1,356,856 shares held by the Weiss Peck Entities. See Note 4.
Mr. Cogan is a General Partner of WPGVP, the sole General Partner of
WPGVA and Enterprise. Mr. Cogan is also a Principal of WPG, a Limited
Partner in WPGVA, Enterprise, CDA IV and CDA Overseas. As such, Mr. Cogan
may be deemed to share voting and investment power with respect to the
shares held by such entities. Mr. Cogan disclaims beneficial ownership of
such shares except to the extent of his interest in such shares arising
from his interest in such entities.
3
<PAGE>
(7) Includes the following shares subject to currently exercisable stock
options and stock options exercisable within 60 days of February 14,
1997: Dr. Nader--40,320; Dr. Low--40,320; Mr. Thalheimer--65,320; Mr.
Thompson--75,000; Mr. O'Bray--15,000; and Mr. Muehl--6,250.
(8) Includes 148,000 shares held on behalf of the Andrew Najda Irrevocable
Children's Trust, of which Dr. Nader is the sole trustee. Dr. Nader
exercises sole voting and investment power with respect to such shares.
(9) Includes 213,328 shares held on behalf of the Stanley W. Bialek
Irrevocable Children's Trust, of which Mr. Thalheimer is the sole
trustee. Mr. Thalheimer exercises sole voting and investment power with
respect to such shares.
(10) Includes 242,210 shares subject to currently exercisable stock options
and stock options exercisable within 60 days of February 14, 1997.
4
<PAGE>
MANAGEMENT
DIRECTORS
The Company's Restated Certificate of Incorporation and By-Laws provide for
the Company's business to be managed by or under the direction of the Board of
Directors. Under the Company's Restated Certificate of Incorporation and By-
Laws, the number of directors is fixed from time to time by the Board of
Directors. The Board of Directors currently consists of seven members,
classified into three classes as follows: Gill Cogan and William H. Thalheimer
constitute a class with a term which expires at the upcoming Meeting (the
"Class B directors"), Andrew Najda and Stanley W. Bialek constitute a class
with a term ending in 1998 (the "Class C directors") and Dr. Fouad H. Nader,
Dr. Paul R. Low and John G. Thompson constitute a class with a term ending in
1999 (the "Class A directors"). At each annual meeting of Stockholders,
directors are elected for a full term of three years to succeed those
directors whose terms are expiring.
Pursuant to a Stockholders Agreement entered into in December 1994, Messrs.
Najda and Bialek have each agreed to vote their shares in favor of the other's
election to the Board of Directors, and not vote their shares in favor of the
election to the Board of Directors of any person to which the other reasonably
objects.
The names of the Company's current directors and certain information about
them are set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- - ---- --- ----------
<S> <C> <C>
Andrew Najda......................... 42 Chief Executive Officer and Chairman
of the Board of Directors
John G. Thompson..................... 56 President, Chief Operating Officer and
Director
Stanley W. Bialek.................... 42 Director
Gill Cogan........................... 43 Director
Dr. Paul R. Low...................... 63 Director
Dr. Fouad H. Nader................... 42 Director
William H. Thalheimer................ 43 Director
</TABLE>
Andrew Najda, a co-founder of the Company, has been a director of the
Company since its inception in May 1982. During the period through May 1993,
Mr. Najda and Stanley W. Bialek alternated the positions of President and
Chairman of the Board on an annual basis. In May 1993, Mr. Najda reassumed the
position of President, and in December 1994 assumed the new position of Chief
Executive Officer. Mr. Najda also assumed the position of Chairman of the
Board of Directors in April 1995. Mr. Najda relinquished the position of
President in May 1996, but remains the Company's Chief Executive Officer and
Chairman of the Board of Directors. Mr. Najda holds a B.S. in electrical
engineering from the Illinois Institute of Technology.
John G. Thompson has been a director of the Company since May 1996. Mr.
Thompson joined the Company in May 1996 and became its President and Chief
Operating Officer effective June 1, 1996. From 1984 to 1996, Mr. Thompson
worked in various operational positions for Iomega Corporation, most recently
as Vice President, Operations. Prior to joining Iomega, Mr. Thompson held
various finance and operational positions with Xerox Corporation and Savin
Corporation. Mr. Thompson holds a bachelor of business administration degree
from the University of Rochester.
Stanley W. Bialek, a co-founder of the Company, has been a director of the
Company since its inception in May 1982. During the period through May 1993,
Mr. Bialek and Andrew Najda alternated the positions of
5
<PAGE>
President and Chairman of the Board on an annual basis. In May 1993, Mr.
Bialek assumed the positions of Chairman of the Board, which he held until his
resignation in April 1995, and Chief Operating Officer, which he held until
January 1995. Mr. Bialek studied engineering at the Illinois Institute of
Technology.
Gill Cogan has served as a director of the Company since February 1995.
Since January 1994, Mr. Cogan has been a General Partner of Weiss, Peck &
Greer, an investment company, and since November 1990, he has been a General
Partner of Weiss, Peck & Greer Venture Partners II, L.P., a private venture
capital investment firm. From March 1986 to October 1990, Mr. Cogan was a
partner of Adler & Company, a venture capital group. Mr. Cogan also serves as
a director of Electronics for Imaging, Inc., Micro Linear Corporation and P-
Com, Inc., and several private companies. Mr. Cogan holds a B.S. in physics
and an M.B.A. from the Graduate School of Management at the University of
California, Los Angeles.
Dr. Paul R. Low has served as a director of the Company since September
1994. Since 1992, Dr. Low has been President of PRL Associates, a consulting
concern. Prior to founding PRL Associates, Dr. Low worked for IBM from 1957 to
1992, holding senior management and executive positions including President,
General Technology Division; IBM Corporate Vice President; President of
General Products Division; and General Manager, Technology Products business
line. Dr. Low also serves as a director of Applied Materials, Inc., Solectron
Corp., Veeco Corp., Network Computing Devices, Inc., Integrated Packaging
Assembly Corp., VLSI Logic Corp. and several private companies. Dr. Low holds
a B.S. in electrical engineering and an M.S. in physics from the University of
Vermont, and a Ph.D. in electrical engineering from Stanford University.
Dr. Fouad H. Nader has served as a director of the Company since September
1994. Since 1981, Dr. Nader has been a Senior International Management and
Technology Consultant at Arthur D. Little, Inc. Dr. Nader holds a B.S. in
mechanical engineering, an M.S. in engineering management and a professional
engineer's degree in industrial engineering from Northeastern University; a
Ph.D. in operations research from Cornell University, and a Ph.D. in
industrial engineering from the University of California at Berkeley.
William H. Thalheimer has served as a director of the Company since
September 1994, and has served as a financial and business consultant to the
Company since 1992. Mr. Thalheimer also served as the Company's Acting Chief
Operating Officer from April 1996 to June 1996. Since 1979, Mr. Thalheimer has
been a partner of Thalheimer and Lemma, Certified Public Accountants. Mr.
Thalheimer is a member of the American Institute of Certified Public
Accountants and holds a B.S. in accounting from Indiana University.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETINGS
Meeting Attendance. During the fiscal year ended December 28, 1996 there
were seven meetings of the Board of Directors, and the various committees of
the Board of Directors met a total of nine times. No director attended fewer
than 75% of the total number of meetings of the Board and of committees of the
Board on which he served during fiscal 1996. In addition, from time to time,
the members of the Board of Directors and its committees acted by unanimous
written consent pursuant to Delaware law.
Audit Committee. The Audit Committee, which met six times in fiscal 1996 has
two members, Gill Cogan and William H. Thalheimer. The Audit Committee reviews
the engagement of the Company's independent accountants, reviews annual
financial statements, considers matters relating to accounting policy and
internal controls and reviews the scope of annual audits.
6
<PAGE>
Compensation Committee. The Compensation Committee has three members, Gill
Cogan (Chairman), Dr. Paul R. Low and Dr. Fouad H. Nader. The Compensation
Committee met three times during fiscal 1996. The Compensation Committee
reviews, approves and makes recommendations on the Company's compensation
policies, practices and procedures to ensure that legal and fiduciary
responsibilities of the Board of Directors are carried out and that such
policies, practices and procedures contribute to the success of the Company.
The Compensation Committee also administers the Company's stock and employee
benefit plans, including the Company's 1989 Stock Option Plan (the "1989 Stock
Plan"), 1994 Employee, Director and Consultant Stock Option Plan (the "1994
Stock Plan") and 1996 Employee, Director and Consultant Stock Option Plan (the
"1996 Stock Plan").
Nominating Committee. The Company does not have a standing Nominating
Committee.
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee has three members, Gill Cogan (Chairman), Dr. Paul R.
Low and Dr. Fouad H. Nader. None of such members is or has been an employee of
the Company. No executive officer of the Company serves as a member of the
board of directors or compensation committee of any entity that has one or
more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
COMPENSATION OF DIRECTORS
The Company reimburses ordinary and necessary out-of-pocket expenses
incurred by non-employee directors in connection with their services,
including attendance at meetings of the Board of Directors. In addition,
directors of the Company are eligible to receive non-qualified stock options
under the Company's 1994 Stock Plan and 1996 Stock Plan. During fiscal 1996,
as compensation for serving as the Company's Acting Chief Operating Officer
from April 1996 to June 1996, William H. Thalheimer was granted a fully vested
non-qualified stock option to purchase 25,000 shares of Common Stock under the
1994 Stock Plan. Upon joining the Company in May 1996, John G. Thompson was
granted a non-qualified stock option to purchase 75,000 shares of Common Stock
which became fully vested on June 1, 1996 and a non-qualified stock option to
purchase 250,000 shares of Common Stock which will vest in four equal annual
installments beginning May 15, 1997, and which are subject to acceleration of
vesting in the event of a "change in control" of the Company (as defined in
Mr. Thompson's option agreement), provided Mr. Thompson is an employee of the
Company upon the occurrence of a "change in control". Mr. Thompson's options
were granted under the 1996 Stock Plan. See "Employment Agreements,
Termination of Employment and Change-in-Control Arrangements." No other
options to purchase shares were granted during fiscal 1996 to any of the
Company's directors.
EXECUTIVE OFFICERS
The names of, and certain information regarding, executive officers of the
Company who are not also directors, are set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
- - ---- --- ----------
<S> <C> <C>
Archie K. Miller........ 39 Senior Vice President, Worldwide Sales
Daniel W. Muehl......... 34 Corporate Controller and Acting Chief Financial Officer
James T. O'Bray......... 44 Vice President of Manufacturing
Michael E. Romanies..... 34 Vice President of Marketing
Beverly J. Schultz...... 53 Vice President of Engineering
</TABLE>
7
<PAGE>
Archie K. Miller has been the Company's Senior Vice President, Worldwide
Sales since joining the Company in December 1996. Prior to joining the
Company, Mr. Miller worked at Merisel Incorporated from September 1994 to
December 1996, most recently as Vice President and General Manager for
Merisel's Open Computer Alliance Distribution. From June 1993 to August 1994,
Mr. Miller was employed by Performance Technology, Inc. as Vice President,
North American Sales. From March 1991 to May 1993, Mr. Miller was employed in
various management positions with Microcom, Inc. Mr. Miller holds a B.A. in
political science from Rutgers University.
Daniel W. Muehl has served as the Company's Corporate Controller since
November 1995 and as Acting Chief Financial Officer since February 1996. Prior
thereto, he was the Corporate Accounting and Treasury Manager at PowerSoft
Corporation from August 1994 to November 1995 and was employed by Medical Care
America from January 1991 to August 1994, most recently as Director of
Accounting and Finance. Mr. Muehl holds a B.B.A. from the University of
Massachusetts and is a Certified Public Accountant.
James T. O'Bray has been the Company's Vice President of Manufacturing since
joining the Company in November 1995. Prior to joining the Company, Mr. O'Bray
was employed in various senior level management positions with Picturetel
Corporation from May 1992 to September 1995, most recently as Director of
Manufacturing within the Personal Systems Division. From July 1990 to April
1992, Mr. O'Bray was employed in various management positions with Octocom
Systems, Inc. Mr. O'Bray holds a B.S. in management engineering from Worcester
Polytechnic Institute and a M.S. in business administration from Babson
College.
Michael E. Romanies has been the Company's Vice President of Marketing since
joining the Company in October 1996. Prior to joining the Company, Mr.
Romanies was the President of World Color New Media, a division of World Color
Press. From January 1987 to December 1995, Mr. Romanies was employed in
various senior level management positions with REED-Elsevier, plc, most
recently as Vice President and General Manager of REED Technology and
Information Services, Inc. Mr. Romanies holds a B.S. in electrical engineering
and physics from Wilkes University.
Beverly J. Schultz has been the Company's Vice President of Engineering
since joining the Company in May 1996. Prior to joining the Company, Ms.
Schultz was Vice President of Core Software Development at Avid Technology,
Inc. from September 1994 to May 1996. Prior thereto, Ms. Schultz worked for 14
years at Digital Equipment Corporation in various software development
positions, most recently as Group Manager for Digital's Alpha AXP Engineering
Group. Ms. Schultz holds a B.S. in mathematics from Valparaiso University and
an M.S. in computer science from the University of Dayton.
8
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth summary information as
to compensation received for services rendered to the Company in all
capacities during fiscal 1994, 1995 and 1996 by: (i) the Company's Chief
Executive Officer (the "CEO") and (ii) each of the other most highly
compensated persons who were serving as executive officers of the Company
(other than the CEO) as of December 28, 1996 whose salary and bonus earned
during fiscal 1996 exceeded $100,000 (collectively, the "named executive
officers"):
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION(1)
------------------------------------- -------------------------
NAME AND PRINCIPAL FISCAL OTHER ANNUAL SECURITIES UNDERLYING
POSITION YEAR SALARY(2) BONUS COMPENSATION OPTIONS(#)
------------------ ------ --------- ------- ------------ -------------------------
<S> <C> <C> <C> <C> <C>
Andrew Najda............ 1996 $200,000 -- $35,561(3) --
Chief Executive Officer
and 1995 $150,495 -- -- --
Chairman of the Board 1994 $206,557 -- -- --
John G. Thompson(4)..... 1996 $ 82,292 -- $60,000(5) 325,000
President and Chief
Operating Officer
Daniel W. Muehl(6)...... 1996 $134,167 $10,000 -- 40,000
Corporate Controller and 1995 $ 10,000 -- -- 10,000
Acting Chief Financial
Officer
James T. O'Bray(7)...... 1996 $126,823 $16,500 -- --
Vice President of 1995 $ 17,067 -- -- 60,000
Manufacturing
</TABLE>
- - --------
(1) The Company did not make any restricted stock awards, grant any stock
appreciation rights or make any long-term incentive plan payments during
its 1994, 1995 or 1996 fiscal years.
(2) Includes amounts deferred during 1994, 1995 and 1996 under the Company's
401(k) plan. The Company does not make any matching contributions under
that plan.
(3) Represents amounts paid to Mr. Najda for reimbursement of certain personal
expenses.
(4) Mr. Thompson joined the Company in May 1996.
(5) Represents amounts paid to Mr. Thompson to cover moving and relocation
expenses in connection with his employment by the Company. See "Certain
Transactions."
(6) Mr. Muehl joined the Company in November 1995.
(7) Mr. O'Bray joined the Company in November 1995.
9
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding options granted
during the fiscal year ended December 28, 1996 by the Company to its named
executive officers:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
% OF TOTAL ANNUAL RATES OF STOCK
OPTIONS PRICE APPRECIATION
GRANTED TO EXERCISE OR FOR OPTION TERM (1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
---- ------- ------------ ----------- ---------- -- ----------
<S> <C> <C> <C> <C> <C> <C>
Andrew Najda............ -- -- -- -- -- --
John G. Thompson........ 250,000 18.7% $6.625 5/15/06 $1,041,607 $2,639,636
75,000 5.7% $6.625 5/15/06 $ 312,482 $ 791,891
Daniel W. Muehl......... 10,000(2) 0.7% $5.75 11/16/05 $ 31,701 $ 78,082
15,000 1.1% $5.75 11/16/05 $ 47,552 $ 117,123
25,000 1.9% $5.875 9/18/06 $ 92,369 $ 234,081
James T. O'Bray......... 60,000(2) 4.5% $5.75 11/13/05 $ 190,208 $ 468,492
</TABLE>
- - --------
(1) Represents the hypothetical gains that could be achieved for the options
if exercised at the end of option terms. These gains are based on assumed
rates of stock price appreciation of 5% and 10% compounded annually from
the date the respective options were granted to their expiration dates.
There is no assurance the stock price will appreciate at the rates shown
in this table.
(2) In fiscal 1996, the Company repriced the November 16, 1995 and December
13, 1995 non-qualified stock options to purchase 10,000 and 60,000 shares
of Common Stock granted to Daniel W. Muehl and James T. O'Bray,
respectively, under the Company's 1994 Stock Plan. See "Compensation
Committee Report on Ten Year Option Repricings." Repriced options are
considered grants for the purpose of this table.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES
None of the named executive officers exercised stock options during the
fiscal year ended December 28, 1996. The following table provides information
regarding the number of shares covered by both exercisable and unexercisable
stock options held by each of the named executive officers as of December 28,
1996 and the values of "in-the-money" options, which values represent the
positive spread between the exercise price of any such option and the fiscal
year-end value of the Company's Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF THE UNEXERCISED
OPTIONS AT FISCAL YEAR- IN-THE-MONEY OPTIONS AT
END FISCAL YEAR-END (1)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Andrew Najda................ -- -- -- --
John G. Thompson............ 75,000 250,000 $ 0 $ 0
Daniel W. Muehl............. 6,250 43,750 $ 0 $ 0
James T. O'Bray............. 15,000 45,000 $ 0 $ 0
</TABLE>
- - --------
(1) The value of unexercised in-the-money options at fiscal year end assumes a
fair market value for the Company's Common Stock of $4.875, the closing
sale price per share of the Company's Common Stock as reported in the
Nasdaq National Market on December 27, 1996. The exercise price of each of
the options held by Mr. Thompson, Mr. Muehl and Mr. O'Bray exceeds $4.875.
10
<PAGE>
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
None of the Company's named executive officers has an employment agreement
with the Company. The named executive officers are parties to confidentiality
agreements with the Company, whereby each is required to disclose to the
Company certain inventions, discoveries and developments, and to assign his
rights therein to the Company.
On May 15, 1996, John G. Thompson, President, Chief Operating Officer and a
Director of the Company, was granted a non-qualified stock option to purchase
75,000 shares of the Company's Common Stock which became fully vested on June
1, 1996 and a non-qualified stock option to purchase 250,000 shares of the
Company's Common Stock which will vest in four equal annual installments
beginning May 15, 1997, and which are subject to acceleration in the event of
a "change in control" of the Company (as defined in Mr. Thompson's option
agreement), provided Mr. Thompson is an employee of the Company upon the
occurrence of a "change in control." Each of such options was granted under
the Company's 1996 Stock Plan and are exercisable at a purchase price of
$6.625 per share.
Under the Company's 1989 Stock Plan, 1994 Stock Plan and 1996 Stock Plan, if
the Company is consolidated with or acquired by another entity, the
Compensation Committee may, among other things, make all options granted
thereunder immediately exercisable just prior to such consolidation or merger
or arrange to have any successor or acquiring entity grant replacement options
to the optionees. In addition, under the 1994 Stock Plan and 1996 Stock Plan,
in the event of a consolidation or acquisition of the Company, the
Compensation Committee may terminate all options in exchange for a cash
payment equal to the difference between the fair market value of the shares
then subject to purchase pursuant to the options and the exercise price for
such shares pursuant to the options.
11
<PAGE>
PERFORMANCE GRAPH
The following graph and table compare the cumulative total stockholder
return on a monthly basis on the Company's Common Stock for the period from
May 25, 1995 (the date of the Company's initial public offering) through
December 28, 1996, against the cumulative total returns on the Nasdaq Stock
Market Index (U.S.) and the Nasdaq Stock Market Index for Computer
Manufacturers' Stocks during the same period. It should be noted that the
Company has not paid any dividends on the Common Stock, and no dividends are
included in the representation of the Company's performance. The stock price
performance on the graph below is not necessarily indicative of future price
performance.
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement period Broad Select
(Fiscal Year Covered) Company Index Index
- - --------------------- --------- -------- --------
<S> <C> <C> <C>
Measurement PT -
05/25/95 $100.00 $100.00 $100.00
06/30/95 $138.33 $106.51 $107.62
09/29/95 $110.00 $119.34 $129.49
12/29/95 $ 58.33 $120.79 $132.24
03/29/96 $ 39.17 $126.44 $136.32
06/28/96 $ 52.50 $136.76 $153.30
09/27/96 $ 49.58 $142.05 $170.44
12/27/96 $ 32.50 $148.77 $183.03
</TABLE>
* Select Index is the Computer Manufacturing Index of Nasdaq Stock Market
* Broad Index is The Nasdaq Stock Market
The above graph and table assume $100 invested on May 25, 1995, with all
dividends reinvested, in each of the Company's Common Stock, the Nasdaq Stock
Market Index (U.S.) and the Nasdaq Stock Market Index for Computer
Manufacturers' Stocks.
12
<PAGE>
REPORT OF COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Compensation Committee's compensation policy for continuing executive
officers of the Company has been to provide salary based on a combination of
historical levels and market conditions, and to provide both discretionary
bonuses and stock options for executive officers which are intended to provide
incentives. The compensation of executive officers engaged by the Company
during the past year have been determined by a combination of market
conditions and negotiations with these individuals, with the policy of
providing incentives through both bonuses and stock options.
The compensation for Andrew Najda, the Company's Chief Executive Officer, in
fiscal 1996 consisted of a base salary of $200,000 and the reimbursement of
certain personal expenses, totaling approximately $36,000. The Chief Executive
Officer's compensation has not been tied to measures of the Company's
performance. John G. Thompson was engaged as the Company's President in 1996
and his compensation was based upon a combination of market conditions and
negotiations between Mr. Thompson and the Company, including a significant
portion of compensation based upon stock options granted to Mr. Thompson. The
President's total compensation consists of a base salary, a bonus and stock
options granted at the inception of his employment. Mr. Thompson's base salary
started at $100,000, in part as a result of the significant stock option
component to his compensation. In October 1996, the Compensation Committee
approved an increase in Mr. Thompson's annual base salary to the rate of
$190,000 and provided that Mr. Thompson's bonus for 1996 would be
discretionary. This increase in base salary was based upon a qualitative
subjective judgment regarding Mr. Thompson's overall performance during the
first several months of his tenure at the Company.
Gill Cogan (Chairman) Dr. Paul R. Low Dr. Fouad H. Nader
COMPENSATION COMMITTEE REPORT ON TEN-YEAR OPTION REPRICINGS
The Company's Stock Plans were established as an employment incentive to
retain persons necessary for the development and financial success of the
Company. As a result of the decrease in the market price of the Company's
Common Stock during the preceding months and recognizing that previously
granted stock options had lost much of their value in motivating employees,
including certain executive officers, to remain with the Company and share in
its overall financial goals, the Compensation Committee voted in March 1996 to
reprice the options held by employees and consultants of the Company,
including the executive officers named below, granted since May 1995 to an
option exercise price equal to the fair market value on the date of repricing,
subject to a provision that the repriced options would not be exercisable for
at least six months. Options for a total of 394,236 shares were repriced. By
repricing these options, the Company intends to provide incentives to and
reward employees, including the executive officers named below, holding such
options for their contributions to the Company.
In particular, in connection with the repricing the Compensation Committee
concluded it was advisable to reprice the options to purchase 10,000 and
60,000 shares of Common Stock granted to Mr. Muehl and Mr. O'Bray on November
16, 1995 and November 13, 1995 at an exercise price per share of $12.75 and
$13.75, respectively. Accordingly, these options were repriced at the exercise
price of $5.75 per share, the closing price of the Company's Common Stock on
the Nasdaq National Market on April 19, 1996, the date the Compensation
Committee deemed repricing advisable. Existing vesting scheules were
unaffected by the repricing.
13
<PAGE>
The table below sets forth information pertaining to options held by
executive officers of the Company which were repriced during fiscal 1996.
Options are considered to be repriced whenever the Company adjusts or amends
the exercise price of stock options previously granted, whether through
amendment, cancellation or replacement grants, or any other means.
<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET PRICE EXERCISE OPTION TERM
UNDERLYING OF STOCK AT PRICE AT NEW REMAINING
DATE OF OPTIONS TIME OF TIME OF EXERCISE AT DATE OF
NAME REPRICING REPRICED REPRICING REPRICING PRICE REPRICING
---- --------- ---------- ------------ --------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
Daniel W. Muehl......... 4/19/96 10,000 $5.75 $12.75 $5.75 9.5 years
James T. O'Bray......... 4/19/96 60,000 $5.75 $13.75 $5.75 9.5 years
</TABLE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and officers, and persons who own more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission (the "SEC")
initial reports of beneficial ownership and reports of changes in beneficial
ownership of the Common Stock and other equity securities of the Company.
Officers, directors and greater than 10% beneficial owners are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to it and written representations that no other reports were
required during the fiscal year ended December 28, 1996 all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with, except that: (i) John G. Thompson the
President, Chief Operating Officer and a Director of the Company,
inadvertently failed to report 400 shares of Common Stock beneficially owned
by him in his timely filed Form 3, which was corrected by an amended Form 3;
(ii) Kevin M. Hanks, a former executive officer of the Company, filed one late
report on Form 4 with respect to three transactions describing changes in his
beneficial ownership of shares; (iii) Michael P. Casey, a former executive
officer of the Company, filed three late reports on Form 4 with respect to
three transactions describing changes in his beneficial ownership of shares;
(iv) James T. O'Bray, Vice President of Manufacturing of the Company, filed a
late Form 3 relating to his appointment as an executive officer of the Company
and a late Form 5 with respect to the award and repricing of a stock option;
(v) Archie K. Miller, Senior Vice President, Worldwide Sales of the Company,
filed a late Form 3 relating to his appointment as an executive officer of the
Company and a late Form 5 with respect to the award of a stock option; and
(vi) Michael E. Romanies, Vice President of Marketing of the Company, filed a
late Form 3 relating to his appointment as executive officer of the Company
and a late Form 5 with respect to the award of a stock option.
14
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and Michael P. Casey, the Company's former Chief Operating
Officer, entered into a Separation Agreement as of February 1, 1996, pursuant
to which Mr. Casey resigned his position at the Company. The Company agreed to
pay Mr. Casey's salary for a period of three months, pay Mr. Casey the amount
of $29,102.93 for accrued and unused vacation pay and accelerate the vesting
of options to purchase 28,800 shares of Common Stock which had previously been
granted to Mr. Casey.
The Company and Kevin M. Hanks, the Company's former Chief Financial Officer
and Treasurer, entered into a Separation Agreement on March 21, 1996, pursuant
to which Mr. Hanks confirmed his resignation from the Company effective
February 29, 1996. The Company agreed to pay Mr. Hanks' salary for a period of
three months, pay Mr. Hanks the amount of $2,193.64 for accrued and unused
vacation pay and accelerate the vesting of options to purchase 18,880 shares
of Common Stock which had previously been granted to Mr. Hanks.
The Company and Gregory C. McHale, the Company's former Vice President and
Director of Marketing, entered into a Separation Agreement as of April 10,
1996 pursuant to which Mr. McHale resigned his position at the Company. The
Company agreed to pay Mr. McHale a lump sum of $10,416.68 and earned incentive
pay in the amount of $4,203, and also reimbursed Mr. McHale's accrued expenses
in the amount of $4,294.23. The Company also agreed to extend the period
during which Mr. McHale could exercise his previously vested stock options
until November 15, 1996.
During fiscal 1996, the Company had loans outstanding of up to $53,000 to
Andrew Najda, Chairman of the Board and Chief Executive Officer of the
Company, and $111,000 to Stanley W. Bialek, a Director of the Company, each
bearing interest at 8.75%. As of December 28, 1996, all loans to Mssrs. Najda
and Bialek were paid in full.
The Company paid John G. Thompson, President, Chief Operating Officer and a
Director of the Company, $60,000 to cover moving and relocation expenses to
the Boston area in connection with his employment by the Company in May 1996.
ELECTION OF DIRECTORS
(NOTICE ITEM 1)
The Company's Restated Certificate of Incorporation and By-Laws provide for
a classified Board of Directors. The Board of Directors currently consists of
seven members, classified into three classes as follows: Gill Cogan and
William H. Thalheimer constitute a class with a term which expires at the
upcoming Meeting (the "Class B directors"), Andrew Najda and Stanley W. Bialek
constitute a class with a term ending in 1998 (the "Class C directors") and
Dr. Fouad H. Nader, Dr. Paul R. Low and John G. Thompson constitute a class
with a term ending in 1999 (the "Class A directors"). At each annual meeting
of Stockholders, directors are elected for a full term of three years to
succeed those directors whose terms are expiring.
Unless authority to vote for any of the nominees named above is withheld,
the shares represented by the enclosed proxy will be voted FOR the election as
directors of such nominees. In the event that any nominee shall become unable
or unwilling to serve, the shares represented by the enclosed proxy will be
voted for the election of such other person as the Board of Directors may
recommend in his place. The Board has no reason to believe that any nominee
will be unable or unwilling to serve.
15
<PAGE>
A plurality of the shares voted affirmatively or negatively at the Meeting
is required to elect each nominee as a director.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF GILL COGAN AND WILLIAM H.
THALHEIMER AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN
FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
INDEPENDENT PUBLIC ACCOUNTANTS
(NOTICE ITEM 2)
The Board of Directors has appointed Coopers & Lybrand L.L.P., independent
public accountants, to audit the financial statements of the Company for the
fiscal year ending December 27, 1997. The Board proposes that the Stockholders
ratify this appointment. Coopers & Lybrand L.L.P. audited the Company's
financial statements for the fiscal year ended December 28, 1996. The Company
expects that representatives of Coopers & Lybrand L.L.P. will be present at
the Meeting, with the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
In the event that ratification of the appointment of Coopers & Lybrand
L.L.P. as the independent public accountants for the Company is not obtained
at the Meeting, the Board of Directors will reconsider its appointment.
The affirmative vote of a majority of the shares present or represented and
entitled to vote is required to ratify the appointment of the independent
public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF
UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
OTHER MATTERS
The Board of Directors knows of no other business which will be presented to
the Meeting. If any other business is properly brought before the Meeting, it
is intended that proxies in the enclosed form will be voted in respect thereof
in accordance with the judgment of the persons voting the proxies.
STOCKHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Stockholders to
be held in 1998, stockholder proposals must be received, marked for the
attention of: Assistant Treasurer, Number Nine Visual Technology Corporation,
18 Hartwell Avenue, Lexington, Massachusetts 02173, not later than December
19, 1997.
16
<PAGE>
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING, YOU ARE URGED TO
FILL OUT, SIGN, DATE AND RETURN THE ENCLOSED PROXY AT YOUR EARLIEST
CONVENIENCE.
BY ORDER OF THE BOARD OF DIRECTORS
PETER F. DEMUTH
Secretary
April 17, 1997
17
<PAGE>
NUMBER NINE VISUAL TECHNOLOGY CORPORATION
THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF
NUMBER NINE VISUAL TECHNOLOGY CORPORATION
The undersigned, revoking any previous proxies relating to these shares, hereby
acknowledges receipt of the Notice and Proxy Statement dated April 17, 1997 in
connection with the Annual Meeting of Stockholders of Number Nine Visual
Technology Corporation to be held at 10:00 a.m. on Thursday, May 15, 1997 at The
Atrium Conference Center located on the second floor of One Financial Center,
Boston, Massachusetts and hereby appoints Andrew Najda and Daniel W. Muehl, and
each of them (with full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all shares of the
Common Stock of Number Nine Visual Technology Corporation registered in the name
provided herein which the undersigned is entitled to vote at the 1997 Annual
Meeting of Stockholders, and at any adjournments thereof, with all the powers
the undersigned would have if personally present. Without limiting the general
authorization hereby given, said proxies are, and each of them is, instructed to
vote or act as follows on the proposals set forth in said Proxy.
ELECTION OF DIRECTORS (or if any nominee is not available for election, such
substitute as the Board of Directors may designate)
SEE REVERSE SIDE FOR PROPOSALS 1 AND 2. IF YOU WISH TO VOTE IN ACCORDANCE WITH
THE BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN ON THE REVERSE SIDE. YOU NEED
NOT MARK ANY BOXES.
(SEE REVERSE SIDE)
------------------
- FOLD AND DETACH HERE -
<PAGE>
<TABLE>
<CAPTION>
THIS PROXY WHEN EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTION IS MADE THIS PLEASE MARK
PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2. YOUR VOTE AS
INDICATED IN
THIS EXAMPLE [X]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<S> <C> <C> <C>
1. Election of Directors
FOR all nominees WITHHOLD NOMINEES: Mr. Gill Cogan and
listed to the right AUTHORITY Mr. William H. Thalheimer
(except as marked to the to vote for all nominees
contrary) listed to the right
[_] [_]
2. Proposal to Ratify the Appointment of Coopers & Lybrand LLP, as the In their discretion the proxies are
Company's independent public accountants for the fiscal year ending authorized to vote upon such other
December 27, 1997. matters as may properly come before
the 1997 Annual Meeting or any
FOR AGAINST ABSTAIN adjournment thereof.
[_] [_] [_]
----
| Please sign exactly as name(s)
appears hereon. Joint owners should
each sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title as such.
Dated: ______________________, 1997
___________________________________
Signature
___________________________________
Signature
- FOLD AND DETACH HERE -
</TABLE>
