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 Section 240.14a-11(c) or Section 240.14a-12
n-VISION, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
(X) No fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[n-VISION logo]
7680 Old Springhouse Road
Madison Bldg., First Floor
McLean, Virginia 22102
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 1998
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of
n-Vision, Inc., a Delaware corporation (the "Corporation"), will be held at the
Ritz-Carlton Hotel, 1700 Tysons Boulevard, McLean, Virginia 22102, on May 8,
1998, at 10:00 a.m., Eastern Time, for the following purposes:
1. To elect one (1) Director to serve as a first class Director, who shall
serve the remaining one (1) year of the three (3) year term of such
class and until his or her successor has been elected and qualified.
2. To elect two (2) Directors to serve as second class Directors, who shall
serve the remaining two (2) years of the three (3) year term of such
class and until their respective successors have been elected and
qualified.
3. To elect two (2) Directors to serve as third class Directors, who shall
serve for the term of three (3) years of such class and until their
respective successors have been elected and qualified.
4. To ratify the appointment of Grant Thornton LLP as the Corporation's
independent public accountants for the fiscal year 1998.
5. To transact such other business as may be properly brought before the
Annual Meeting or any adjournment or adjournments thereof.
Directors and officers of the Corporation as well as representatives of
Grant Thornton LLP, the Corporation's independent public accountants, will be
present at the Annual Meeting to make a statement and to respond to any
questions that stockholders may have regarding the business to be transacted.
Only holders of record of shares of Common Stock, $0.01 par value, of the
Corporation at the close of business on March 13, 1998 will be entitled to
notice of and to vote at the Annual Meeting or any adjournment or adjournments
thereof.
All stockholders of the Corporation are invited to attend the Annual
Meeting. Whether or not you plan to attend the Annual Meeting in person, it is
important that your shares be represented and voted at the Annual Meeting. After
reading the Notice of Annual Meeting of Stockholders and the enclosed Proxy
Statement, please complete, sign, date, and return the enclosed Proxy Form in
the enclosed envelope, to which no postage need be affixed if mailed in the
United States. If you decide to attend the Annual Meeting, you may revoke the
proxy at any time before it is voted.
By Order of the Board of Directors
/s/ Robert B. Hamilton
______________________
Robert B. Hamilton, C.P.A.
Secretary
Dated: March 31, 1998
<PAGE>
[n-VISION logo]
7680 Old Springhouse Road
Madison Bldg., First Floor
McLean, Virginia 22102
April 3, 1998
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of n-Vision, Inc. (the "Corporation") of proxies to be
used at the Annual Meeting of Stockholders of the Corporation to be held at the
Ritz-Carlton Hotel, 1700 Tysons Boulevard, McLean, Virginia 22102, on May 8,
1998, at 10:00 a.m., Eastern Time, and at any adjournment or adjournments
thereof. Only holders of record of shares of Common Stock, $0.01 par value
("Common Stock"), of the Corporation at the close of business on March 13, 1998
will be entitled to notice of and to vote at the Annual Meeting or any
adjournment or adjournments thereof.
SOLICITATION AND VOTING OF PROXIES
Any stockholder who executes and returns the enclosed Proxy Form may revoke
it at any time before it is voted by giving written notice in writing to the
Secretary of the Corporation or by voting in person at the Annual Meeting.
Unless so revoked, the shares represented by the Proxy Form will be voted in
accordance with the instructions specified therein at the Annual Meeting, if the
Proxy Form is properly executed and is received in time for voting. IF NO
INSTRUCTIONS ARE SPECIFIED, THE SHARES REPRESENTED BY THE PROXY FORM WILL BE
VOTED FOR EACH OF THE NOMINEES FOR DIRECTORS SPECIFIED UNDER PROPOSAL I AND FOR
PROPOSAL II, THE RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS. All proxies not
voted will not be counted toward establishing a quorum for the transaction of
business at the Meeting. Stockholders should note that while votes to ABSTAIN
will count toward establishing a quorum, passage of any proposal considered at
the Annual Meeting will occur only if a sufficient number of votes are cast FOR
the proposal. Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved. If a broker or other
record holder indicates on a Proxy Form that it does not have authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter. Except
as otherwise required by law or by the Corporation's Charter, all matters will
be determined by a majority of the shares represented at the Annual Meeting.
The Corporation will bear the entire cost of preparing, assembling, and
mailing the Proxy Statement, the Proxy Form and any additional material
furnished to the stockholders in connection with the Annual Meeting. Further
solicitation of proxies may be made by telephone or in person by officers,
Directors and regular employees of the Corporation.
The Corporation's Annual Report for the fiscal year ended December 31,
1997, including financial statements and a description of its operations for
1997, is enclosed herewith.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
As of March 13, 1998, the total number of outstanding shares of Common
Stock entitled to vote at the Annual Meeting is 5,298,411. Stockholders are
entitled to one (1) non-cumulative vote for each share of Common Stock. A
majority of the issued and outstanding shares of Common Stock present at the
Annual Meeting in person or by proxy constitutes a quorum for the transaction of
business at the Annual Meeting.
1
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of March 13, 1998 the number of shares
and percentage of outstanding Common Stock beneficially owned by (i) each person
known to the Corporation to be the beneficial owner of more than five percent
(5%) of the Corporation's outstanding Common Stock, (ii) each Director and
Nominee for the Board of Directors, (iii) each executive officer of the
Corporation, and (iv) all Directors and executive officers of the Corporation as
a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
TITLE OF NAME AND ADDRESS OF BENEFICIAL
CLASS BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS(2)
- ------------- ----------------------------------------------------------- -------------------- -------------------
<S> <C>
NOMINEES:(3)
Common Stock Delmar J. Lewis 1,672,301(4) 31.56
Director and Officer
7680 Old Springhouse Road
Madison Bldg., First Floor
McLean, Virginia 22102
Common Stock Christopher J. Lewis 620,063 11.70
Director and Officer
7680 Old Springhouse Road
Madison Bldg., First Floor
McLean, Virginia 22102
Common Stock Robert B. Hamilton 51,672 0.97
Director and Officer
7680 Old Springhouse Road
Madison Bldg., First Floor
McLean, Virginia 22102
Common Stock Claude H. Rumsey, Jr. 538,2164 10.16
Director
7680 Old Springhouse Road
Madison Bldg., First Floor
McLean, Virginia 22102
Common Stock Ronald C. Wilgenbusch 0 0
Director
7680 Old Springhouse Road
Madison Bldg., First Floor
McLean, Virginia 22102
Common Stock All directors, nominees and 2,687,252(4) 50.62
executive officers as a group
(5 persons)
</TABLE>
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(1) Unless otherwise indicated, each person has sole voting and investment power
with respect to the shares beneficially owned.
(2) Calculated on the basis of 5,298,411 shares of the Corporation's Common
Stock outstanding on May 8, 1998.
(3) All of the Nominees are incumbent Directors of the Corporation.
(4) Includes 200,000 shares beneficially owned by Advanced Technology Systems,
Inc., of which Messrs. Delmar J. Lewis and Rumsey are the sole stockholders.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 (the "Exchange
Act") requires the Corporation's officers (as defined in regulations promulgated
by the Securities and Exchange Commission ("SEC") thereunder) and Directors, and
persons who own more than ten percent (10%) of a registered class of the
Corporation's equity securities, to file reports of ownership and changes in
ownership with the SEC. Officers, Directors and greater than ten percent (10%)
beneficial owners are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on a review of copies of such reports of ownership furnished
to the Corporation, or written representations that no forms were necessary, the
Corporation believes that during the past fiscal year it complied with all
filing requirements applicable to its officers, Directors and greater than ten
percent (10%) beneficial owners.
2
<PAGE>
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL I -- ELECTION OF DIRECTORS
One of the purposes of the Annual Meeting is to (i) elect one (1) first
class Director, who shall hold office for the remaining one (1) year of the
three (3) year term of that class and until his or her successor is elected and
qualified, (ii) elect two (2) second class Directors, who shall hold office for
the remaining two (2) years of the three (3) year term of that class and until
their successors are elected and qualified, and (iii) elect two (2) third class
Directors, who shall hold office for three (3) years and until their successors
are elected and qualified. In accordance with the Corporation's By-Laws, the
first and second class of Directors are being nominated for election in order to
align all three (3) classes of Directors so that the three (3) year terms of
each class of Directors shall expire successively on an annual basis. Should any
of the Nominees set forth in this Proxy Statement be unable to serve or refuse
to serve as Directors (an event that Management does not anticipate), proxies
solicited hereunder will be voted for substituted nominees.
The Corporation's By-Laws authorize not less than one (1) nor more than
nine (9) Directors. In April 1995, the Company amended its By-Laws to provide
for a staggered Board of Directors and the Corporation's stockholders designated
the Directors in the first class to serve and initial term of one (1) year, the
Directors in the second class to serve an initial term of two (2) years, and the
Directors in the third class to serve an initial term of three (3) years. After
the initial term of each class of Directors expires, the successors to the class
are subsequently to be elected for three (3) year terms.
The enclosed Proxy Form provides a means for a stockholder to vote FOR one
or more of the proposed Nominees, or to ABSTAIN from voting for one or more of
the proposed nominees. Each properly executed Proxy Form received in time for
the Annual Meeting will be voted as specified therein. IF A STOCKHOLDER EXECUTES
AND RETURNS A PROXY FORM BUT DOES NOT SPECIFY OTHERWISE, THE SHARES REPRESENTED
BY SUCH STOCKHOLDER'S PROXY FORM WILL BE VOTED FOR EACH OF THE PROPOSED NOMINEES
LISTED THEREIN OR, SHOULD ANY ONE OR MORE OF SUCH PROPOSED NOMINEES BECOME
UNAVAILABLE, FOR ANOTHER NOMINEE OR OTHER NOMINEES TO BE SELECTED BY THE BOARD
OF DIRECTORS.
IDENTIFICATION OF NOMINEES
The following table and accompanying narratives set forth certain
information regarding each Nominee for the Board of Directors.
<TABLE>
<CAPTION>
POSITION WITH DIRECTOR EXPIRATION OF
NOMINEE AGE THE CORPORATION SINCE TERM
- ----------------------- --- ------------------------------------------------------------- -------- -------------
<S> <C>
Delmar J. Lewis 67 Chairman of the Board, Chief Executive Officer and Director 1994 2001
Claude H. Rumsey, Jr. 54 Director 1995 2001
Christopher J. Lewis 31 President, Chief Operating Officer and Director 1994 2000
Robert B. Hamilton 58 Executive Vice President, Chief Financial Officer, Secretary 1995 2000
and Director
Ronald C. Wilgenbusch 59 Director 1997 1999
</TABLE>
NARRATIVE INFORMATION REGARDING NOMINEES
The principal occupation and business experience of each Nominee for the
last five (5) years and any directorships with public companies held by each
such person are as follows:
DELMAR J. LEWIS has been Chairman of the Board and Chief Executive Officer
of the Corporation since January 1995. Mr. Lewis has more than 30 years
experience in executive management and the design, development, testing,
implementation of user data systems and large-scale communication technology.
Since 1978 Mr. Lewis has been a founder, Chairman, and Chief Executive Officer
of Advanced Technology Systems, Inc., a McLean, Virginia based information
technology company with more than 600 employees and approximately $47 million in
annual revenue.
CLAUDE H. RUMSEY, JR. has been a Director of the Corporation since its
incorporation in September 1994. Mr. Rumsey has over 25 years experience in
executive management and the design, development, testing and implementation of
advanced user data systems and large-scale communications technology. Since 1978
Mr. Rumsey has been Executive Vice President and a Director of Advanced
Technology Systems, Inc., a McLean, Virginia based technology company with more
than 600 employees and approximately $47 million in annual revenue.
3
<PAGE>
CHRISTOPHER J. LEWIS has been President and Chief Operating Officer of the
Corporation since its incorporation in September 1994. From 1991 to 1994, Mr.
Lewis managed the Corporation while it was a division of Advanced Technology
Systems, Inc.
ROBERT B. HAMILTON, CPA, has been Executive Vice President, Chief Financial
Officer, Secretary and a Director of the Corporation since March 1995. From 1988
to 1996, Mr. Hamilton, a certified public accountant, was the Director of
Finance and Administration of Advanced Technology Systems, Inc.
RONALD C. WILGENBUSCH, REAR ADMIRAL, USN (RET.), retired from the United
States Navy in 1991. His service included acting as the Commanding Officer of
the Naval Communications Master Station, Mediterranean, responsible for all
Naval Communications in the Mediterranean region. Admiral Wilgenbusch was a
Principal with Booze Allen & Hamilton Inc. from 1991 to 1994, during which
period he provided consulting support for U.S. Navy electronic warfare and the
Navy Integrated Command, Control, and Communication, Computers and Intelligence
(C4I) System. Admiral Wilgenbusch established his own consulting practice in
1995, which provides consulting services to major corporations in the Defense
industry.
Admiral Wilgenbusch is nominated for the first class of Directors. Messrs.
Christopher J. Lewis and Hamilton are nominated for the second class of
Directors and Messrs. Delmar J. Lewis and Rumsey are nominated for the third
class of Directors.
THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE NOMINEES IDENTIFIED ABOVE
FAMILY RELATIONSHIPS
There are no family relationships among any Nominees, executive officers or
Directors of the Corporation, except between Delmar J. Lewis and Christopher J.
Lewis who are father and son, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Corporation was established in 1988 as a division of Advanced
Technology Systems, Inc. ("ATS"), a McLean, Virginia based information
technology products and services corporation, which is principally owned and
controlled by Delmar J. Lewis, the Chairman of the Board and a principal
stockholder of the Corporation. The Corporation was incorporated in Delaware on
September 16, 1994 and acquired all rights, title and interest in the VR
products and systems from ATS for a purchase price of $1,520,590, of which
$500,000 was originally payable in the form of a note payable. The note payable,
however, was forgiven by ATS in October 1995. The balance of $1,020,950 was
payable under a promissory note bearing simple annual interest at a rate of
prime plus 1.375% with semi-annual payments that were to commence in May 1996
and extend through May 2001. In May 1996, however, $1,000,000 of the amount due
under the promissory note was retired in exchange for 200,000 shares of the
Corporation's Common Stock.
The Corporation had borrowed $1,071,023 against a line of credit from ATS
as of December 31, 1995 to meet its on-going cash flow requirements. ATS did not
demand repayment of interest and principal due on this loan until January 1,
1997. The Corporation used net proceeds of its initial public offering in May
1996 to reduce the outstanding balance of the line of credit by $500,000 and
provide the Corporation with cash reserves to finance its operations for the
12-month period following the closing of the initial public offering, which
occurred on May 28, 1996. The debt owed to ATS was retired and replaced with a
promissory note with a five-year term in the principal amount of $600,000 at an
interest rate of 8% per annum simple interest. The Corporation is required to
make two payments per year equal to $60,000 each, which is applied to the
principal amount of the promissory note. The required payments were made in
1997.
In 1997, Delmar Lewis, the Corporation's Chairman of the Board and Chief
Executive Officer, agreed to waive all fringe benefits owed to him, including
leave and vacation accrual for 1997, under the terms of an employment agreement
between Mr. Lewis and the Corporation.
Messrs. Delmar J. Lewis and Claude H. Rumsey Jr., Directors of the
Corporation, are also officers and stockholders of ATS.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the 1997 fiscal year, the Board of Directors held two (2) meetings.
All continuing Directors were present at the meetings.
4
<PAGE>
By resolutions adopted in February, 1997, the directors created two
standing committees: an Audit Committee and a Compensation Committee. Messrs.
Rumsey, Wilgenbusch and Hamilton are the members of both committees. The
Compensation Committee met once in 1997 to consider the issuance of stock
options and pay raises. The Audit Committee met once to review the Corporation's
financial statements and report of its auditors. Each member of both Committees
attended the meetings. The Corporation does not have a standing nominating
committee.
DIRECTORS FEES
The Directors receive $1,000 for each Board meeting attended. However,
Directors who are also full-time employees of the Corporation or own at least 5%
of the Common Stock of the Corporation receive no fees for attending meetings or
other compensation in their capacity as Directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows, for the years ending December 31, 1997, 1996,
1995 and 1994, the cash compensation paid by the Corporation, as well as certain
other compensation paid or accrued for those years, to the Chief Executive
Officer and the other executive officers of the Corporation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ----------------------------------------------------------------------------------- --------------------- -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
OTHER
ANNUAL RESTRICTED ALL
COMPEN- STOCK LTIP OTHER
SALARY BONUS SATION AWARDS OPTIONS PAYOUTS COMPEN-
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#) (#) ($) SATION(1)
- --------------------------------------- ----- ---------- ---------- ------- ---------- ------- ------- -------
<S> <C>
1997 95,833.33 47,916.67 -0- -0- -0- -0- -0-
1996 -0- 50,000 -0- -0- -0- -0- -0-
Delmar J. Lewis, 1995 -0- -0- -0- -0- -0- -0- -0-
Chairman of the Board, CEO........... 1994 -0- -0- -0- -0- -0- -0- -0-
1997 99,993.60 24,998.40 -0- -0- -0- -0- -0-
1996 86,512.74 11,471.94 -0- -0- -0- -0- 156.06
Christopher J. Lewis 1995 75,000 -0- -0- -0- -0- -0- -0-
President, COO, Director............. 1994 -0- -0- -0- -0- -0- -0- -0-
1997 100,000 50,000 -0- -0- -0- -0- -0-
Robert B. Hamilton, C.P.A. 1996 89,583 14,583 -0- -0- -0- -0- 731.16
Exec. V.P., CFO, Secretary, 1995 -0- -0- -0- -0- -0- -0- -0-
Director............................. 1994 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
- ---------------
(1) Amount represents contributions by the Corporation to life insurance
premiums paid for the listed executive officers, pursuant to the
Corporation's employee fringe benefits program.
STOCK OPTION GRANTS
The Corporation issued 5,000 stock options to Admiral Wilgenbusch in April,
1997 which become exercisable on May 29, 1998. No other stock options were
granted to the Corporation's executive officers during the 1997 fiscal year.
STOCK OPTION EXERCISES
None of the Corporation's executive officers exercised stock options during
the 1997 fiscal year.
5
<PAGE>
PROPOSAL II -- RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Another purpose of the Annual Meeting is to ratify the selection by the
Board of Directors of independent public accountants. The Board of Directors has
responsibility for selecting the Corporation's independent public accountants
and has engaged the firm of Grant Thornton LLP, Certified Public Accountants,
for fiscal year 1998, subject to ratification by the stockholders. The
Corporation has requested that a representative of Grant Thornton LLP be present
at the Annual Meeting, and the representative is expected to be available to
respond to appropriate questions.
THE CORPORATION'S BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR ITS SELECTION OF GRANT THORNTON LLP AS THE CORPORATION'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR 1998.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any stockholders wishing to submit a proposal to be included in the proxy
statement and form of proxy for action at the 1999 Annual Meeting of
Stockholders, pursuant to and in accordance with the requirements of Securities
and Exchange Commission Regulation 240.14a, must present the proposal in writing
to the Corporation no later than December 4, 1998.
OTHER MATTERS
At the date of this Proxy Statement the Corporation does not know of any
business to be presented for consideration at the Annual Meeting other than
stated in the Notice of this Meeting. It is intended, however, that the persons
authorized by Management to hold proxies solicited by this Proxy Statement may,
in the absence of instruction to the contrary, vote or act in accordance with
their best judgment with respect to any other proposal presented for action at
this Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Robert B. Hamilton
______________________
Robert B. Hamilton, C.P.A.
Secretary
March 31, 1998
6
<PAGE>
COMMON STOCK PROXY FORM
n-VISION, INC.
THIS PROXY FORM IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF n-VISION, INC.
The undersigned stockholder hereby appoints Delmar J. Lewis, Christopher J.
Lewis, and Robert B. Hamilton, and each of them, (with power of substitution in
each), as proxies to vote for the undersigned all of the shares of Common Stock
of n-Vision, Inc. (the "Corporation") standing in the name of the undersigned at
the Annual Meeting of Stockholders of the Corporation, to be held at the
Ritz-Carlton Hotel, 1700 Tysons Boulevard, McLean, Virginia 22102, May 8, 1998,
at 10:00 a.m., Eastern time, and any adjournments thereof, with all the power
the undersigned would have if personally present at the meeting.
This Proxy Form, when properly executed, will be voted in the manner directed
herein. If no direction is given, this Proxy Form will be voted FOR the election
of nominees in Proposal I; and FOR the ratification of independent public
accountants in Proposal II; and the proxy holders are authorized, in accordance
with their judgment, to vote upon such other matters as may properly come before
the stockholders at the Annual Meeting and any adjournments thereof.
(Continued and to be dated and signed on reverse side)
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
n-VISION, INC.
May 8, 1998
(arrow here) Please Detach and Mail in the Envelope Provided (arrow here)
A [X] Please mark your
votes as in this
example using
dark ink only.
<TABLE>
<S><C>
For all nominees WITHHOLD
listed at right AUTHORITY to
(except as marked to vote all nominees NOMINEES:
the contrary below) listed at right First Class
Proposal I. Ronald C. Wilgenbusch
Election of [ ] [ ] to serve for the remaining one (1)
Directors year of the three-year term
Election of the following persons to the Corporation's Second Class
Board of Directors as first class, second class or third Christopher Lewis
class directors (as specified herein), and until their Robert B. Hamilton
successors shall be elected and shall qualify. to serve for the remaining two (2)
years of the three-year term
Instructions: To withhold authority to vote for one or more
nominees, draw a line through the nominee's name in the list at Third Class
right and mark the "FOR" box. IF THIS PROXY FORM DOES NOT Delmar J. Lewis
WITHHOLD AUTHORIZATION TO VOTE FOR ELECTION OF THE Claude H. Ramsey, Jr.
NOMINEES, IT SHALL BE DEEMED TO GRANT SUCH AUTHORITY. to serve for a three-year term
FOR AGAINST ABSTAIN
Proposal II. Ratification of Selection of Independent [ ] [ ] [ ]
Public Accountants
Ratification of the Board of Directors' selection of Grant
Thornton LLP as the Corporation's independent public accountants for the 1998 fiscal
year.
PLEASE INDICATE YOUR VOTE BY MARKING AN "X" IN THE APPROPRIATE BOX
ABOVE. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF
THE FOLLOWING PROPOSALS.
Signature ________________________________________ Signature _________________________________ Date: _________________, 1998
Note: If shares are held jointly, each stockholder should sign the Proxy Form. If the Proxy Form is being signed by an attorney,
executor, trustee, administrator, guardian, partner, or corporate officer for itself or on behalf of a stockholder, please indicate
the full title as such. Each signer hereby revokes all proxies heretofore given by the signer to vote at the Annual Meeting
described herein and any adjournments thereof.
</TABLE>
