TELESOFT CORP.
3216 North 3rd Street
Phoenix, Arizona 85012
PRELIMINARY PROXY STATEMENT
Proxies in the form enclosed are solicited by the board of directors of
Telesoft Corp., an Arizona corporation (the "Company"), for use at the 1996
Annual Meeting of Shareholders of the Company to be held on July 18, 1996, and
any adjournment thereof. The proxy materials were mailed on or about June 12,
1996 to shareholders of record as of the close of business on June 7, 1996.
Execution of the enclosed proxy will not in any way affect a shareholder's
right to attend the meeting and vote in person. Shareholders giving proxies
may revoke them at any time before they are exercised by filing with the
Secretary of the Company a written revocation or a duly executed proxy
bearing a later date or by attending the meeting and voting in person.
The Company will bear the cost of solicitation of proxies, including the
charges and expenses of brokerage firms and others who forward proxy materials
to beneficial owners of stock. Solicitation by the Company will be by mail,
except for any incidental personal solicitation made by directors, officers and
employees of the Company, who will receive no additional compensation
therefor.
Voting Securities Outstanding
As of June 7, 1996, the record date for shareholders entitled to vote at the
meeting, there were 3,787,500 outstanding shares of the Company's Common
Stock. Each share of Common Stock is entitled to one vote on each matter of
business to be considered at the 1996 Annual Meeting, except for the election
of directors in which case cumulative voting is permitted. A majority of the
outstanding shares entitled to vote at such meeting will constitute a quorum.
1
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company's board of directors, acting upon the recommendation of its
Audit Committee, has selected, and is submitting to shareholders for their
confirmation, the appointment of Semple & Cooper as auditors for the Company
for its current fiscal year ending November 30, 1996. The approval of the
shareholders is being sought because of the importance of independent public
accountants to a publicly held corporation. If the shareholders do not
approve the appointment of Semple & Cooper, the Company's board of directors
will reconsider its selection of independent accountants.
The Company does not expect that representatives of Semple & Cooper
will be present at the 1996 Annual Meeting.
For the year ended November 30, 1995 ("fiscal 1995"), Semple & Cooper
provided audit services to the Company, including examination of the annual
consolidated financial statements of the Company, review of unaudited quarterly
financial information, assistance and consultation in connection with filing
the Company's other filings with the Securities and Exchange Commission
("SEC"), and consultation in connection with various audit-related and
accounting matters.
Each year, the Audit Committee will review and approve in advance the
scope of the annual audit by the Company's independent accountants. The Audit
Committee will also be advised of significant non-audit professional services
provided by such accountants to assess whether the rendering of such services
would impair the independence of the firm.
It is intended that the proxies will be voted in favor of ratifying the
selection of the Company's independent accountants unless instructions to the
contrary are indicated on the accompanying proxy form.
Your directors recommend a vote FOR Proposal No. 1
2
ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide for a board of
directors of not fewer than two nor more than 15 in number and may be altered
as provided in the Company's bylaws. The term of office of all directors
elected at the meeting will expire at the 1997 Annual Meeting of Shareholders.
Vacancies occurring during a term may be filled by the Company's board of
directors for the remainder of the full term.
On April 15, 1996, the Company's board of directors nominated Joseph
W. Zerbib, Thierry E. Zerbib, Brian H. Loeb, Michael F. Zerbib, Cecile
Silverman and Kalvan Swanky for re-election to the board of directors. If
the shareholders elect the nominees, the composition of the Company's board
of directors following the election will be as follows:
Joseph W. Zerbib
Thierry E. Zerbib
Brian H. Loeb
Michael F. Zerbib
Cecile Silverman
Kalvan Swanky
For information regarding the nominees proposed for election at the
Annual Meeting, see "Directors and Executive Officers" in the following
section.
Cumulative Voting
Pursuant to the provisions of Arizona General Corporation Law, at each
election for director, every shareholder entitled to vote at such election
has the right to vote, in person or by proxy, the number of shares owned by
him for as many persons as there are directors to be elected for whose
election he has a right to vote, or to cumulate his votes by giving one
candidate as many votes as the number of such directors multiplied by the
number of shares he owns, or by distributing such vote on the same principle
among any number of such candidates.
It is intended that the proxies will be voted for the nominees or for a
substitute nominee, in the case of any nominee who becomes unavailable, on a
pro rata basis among the nominees unless instructions to the contrary are
indicated on the accompanying proxy form.
Your directors recommend a vote FOR the election of the six
nominees under Proposal No. 2
PROPOSAL NO. 3
Approval of Adoption of 1996 Incentive Stock Option Plan and 1996
Restricted Stock Plan
The Board of Directors adopted the 1996 Incentive Stock Option Plan and
the 1996 Restricted Stock Plan subject to submission of these plans to the
stockholders for approval. The affirmative vote of the majority of the
outstanding shares of Common Stock will be required to approve these proposed
Plans. Set forth below are descriptions of the Plans:
1996 Incentive Stock Option Plan. The Board of Directors adopted the
1996 Incentive Stock Option Plan (the "Plan") in April 1996, a copy of which is
attached hereto as Exhibit A. Under the Plan, 260,000 shares of Common Stock
of the Company are reserved for issuance. The Plan authorizes the Company to
grant to key employees of the Company (i) incentive stock options to purchase
shares of Common Stock and (ii) non-qualified stock options to purchase
shares of Common Stock. Such Plan is being submitted to the stockholders for
approval at the Annual Meeting of Shareholders to be held July 18, 1996.
The objectives of the Plan are to provide incentives to key employees to
achieve financial results aimed at increasing stockholder value and attracting
talented individuals to the Company. The Compensation Committee formed by the
Board of Directors is comprised of disinterested Directors who will have the
discretion to make awards of stock options. Although the Plan does not specify
what portion of the shares may be awarded in the form of incentive stock
options or non-statutory options, it is anticipated that a substantially
greater number of incentive stock options will be awarded under the Plan.
The incentive stock options are qualified stock options under the Internal
Revenue Code. Further, the Plan is a stock option plan meeting the
requirements of Rule 16b-3 promulgated under the Securities and Exchange Act
of 1934, as amended ("Exchange Act"). Persons eligible to participate in the
Plan will be those employees of the Company whose performance, in the
judgment of the Compensation Committee, can have significant effect on the
success of the Company.
The Plan will be administered by the Compensation Committee, which
will have the authority to interpret its provisions, to establish and amend
rules for its administration, to determine the types and amounts of awards to
be made pursuant to the Plan, subject to the Plan's limitations, and to
approve recommendations made by management of the Company as to who should
receive awards.
Incentive stock options may be granted under the Plan for terms of up to
ten years and at an exercise price at least equal to 100% of the fair market
value of the Common Stock as of the date of grant, and 85% of the fair market
value in the case of non-statutory options, except that incentive options
granted to any person who owns stock possessing more than 10% of the combined
voting power of all classes of the Company's stock or of any parent or
subsidiary corporation must have an exercise price at least equal to 110% of
the fair market value of the Company's Common Stock on the date of grant.
The aggregate fair market value, determined as of the time an incentive
stock option is granted, of the Common Stock with respect to which incentive
stock options are exercisable by an employee for the first time during any
calendar year shall not exceed $100,000. There is no aggregate dollar
limitation on the amount of non-statutory stock options which may be
exercisable for the first time by an employee during any calendar year.
Payment of the exercise price is to be in cash, although the Compensation
Committee may, in its discretion, allow payment in the form of shares of the
Company's Common Stock under certain circumstances. Any option granted under
the Plan will expire at the time fixed by the Committee, which will not be
more than ten years after the date it is granted. Any employee receiving a
grant must remain continuously employed by the Company for a period of twelve
months after the date of the grant, as a condition to the exercise of the
option. The Compensation Committee may also specify when all or part of an
option becomes exercisable, but in the absence of such specification, the
option will ordinarily be exercisable in whole or part at any time during its
term. In addition, optionees who are directors or executive officers of the
Company may not exercise any portion of an option within six months of the
date of grant. Subject to the foregoing, the Compensation Committee may
accelerate the exercisability of any option in its discretion.
Options granted under the Plan are not assignable. Options may be
exercised only while the optionee is employed by the Company or within twelve
months after termination by reason of death, within twelve months after the
date of disability, or within ten days after termination for any other reason.
The Company may assist optionees in paying the exercise price of options
granted under the Plan by either the extension of a loan by the Company for
payment by the optionee of the exercise price in installments, or a guarantee
by the Company of a loan obtained by the optionee from a third party. The
terms of any loan, installment payments or guarantees, including the interest
rate and terms of repayment and collateral requirements, if any, shall be
determined by the Board of Directors in its sole discretion.
As of the date of this Proxy Statement, options to purchase 156,408
shares have been granted by the Company under the Plan, which options are
effective only upon the approval of the Plan by the shareholders of the
Company. Of such options, 16,000 options were granted each to Joseph W.
Zerbib, Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb, who are
officers, directors and principal shareholders of the Company. Such options
are exercisable to purchase Common Stock at a price of $5.23 per share for a
term of five years following their effective date. A total of 92,000 options
were granted to other employees under the Plan, which options are exercisable
for a term of five years from their effective date at a price of $4.75 per
share.
Tax Consequences Respecting Options Under the 1996 Plan. An
employee or director will not recognize income on the awarding of incentive
stock options and nonstatutory options under the 1996 Plan. An employee will
recognize ordinary income as the result of the exercise of a nonstatutory stock
option in the amount of the excess of the fair market value of the stock on
the day of exercise (or, generally six months thereafter in the case of
employees subject to Section 16(b) of the Exchange Act) over the option
exercise price. Exercise of an option with previously owned stock is not a
taxable disposition of such stock.
An employee will not recognize income on the exercise of an incentive
stock option, unless the option exercise price is paid with stock acquired on
the exercise of an incentive stock option and the following holding period
for such stock has not been satisfied. He will recognize long-term capital
gain or loss on a sale of the shares acquired on exercise, provided the
shares acquired are not sold or otherwise disposed of before the earlier of:
(i) two years from the date of award
of the option or (ii) one year from the date of exercise. If the shares are
not held for the required period of time, the employee will recognize
ordinary income to the extent the fair market value of the stock at the time
the option is exercised exceeds the option price, but limited to the gain
recognized on sale. The balance of any such gain will be a short-term
capital gain.
An employee generally must include in alternative minimum taxable
income the amount by which the price he paid for an incentive stock option is
exceeded by the option's fair market value at the time his rights to the
stock are freely transferrable or are not subject to a substantial risk of
forfeiture.
The Company and its subsidiaries will be entitled to deductions for federal
income tax purposes as a result of the exercise of a nonstatutory option and
the disqualifying sale or disposition of incentive stock options in the year
and the amount that the employee recognizes ordinary income as a result of
such disqualifying disposition.
The affirmative vote of a majority of the outstanding shares will be
required to bring the Plan into compliance with Section 16(b) of the Exchange
Act. It is intended that the proxies will be voted for adoption of the Plan
unless instructions to the contrary are indicated on the accompanying proxy
form.
1996 Restricted Stock Plan. The Board of Directors adopted the 1996
Restricted Stock Plan ("Restricted Stock Plan") in April 1996, a copy of
which is attached hereto as Exhibit B. Such plan is being submitted to the
shareholders for approval at the Annual Meeting of Shareholders to be held
July 18, 1996. Under the Restricted Stock Plan, shares of Common Stock of
the Company are reserved, in such amounts as determined by the Board of
Directors, for issuance as part of the total shares reserved under the Plan
described above. The Restricted Stock Plan authorizes the grant of shares of
Common Stock to key employees, consultants, researchers and to members of the
Advisory Board. The Restricted Stock Plan is administered by the Board of
Directors or a committee of the Board, which determines the persons to whom
shares of Common Stock will be granted and the terms of such share grants.
As of the date hereof, no shares have been granted under the Restricted
Stock Plan. If the shareholders approve the Restricted Stock Plan, the Company
anticipates that shares will be granted under the Restricted Stock Plan from
time to time commencing in 1996 and thereafter depending upon the performance
of the Company.
Directors and Executive Officers
The following sets forth certain information with respect to directors and
executive officers of the Company with the year in which each director's term
expires in parentheses.
Position
With
Name Age Company and Tenure
Joseph W. Zerbib 60 President and Director
since 1982. (1996)
Thierry E. Zerbib 34 Vice President -
Software/Systems,
Secretary and Director
since 1982. (1996)
Brian H. Loeb 34 Vice President -
Marketing/Sales and
Operations
and Director since 1992.
(1996)
Michael F. Zerbib 29 Vice President -
Finance, Treasurer and
Director since 1990.
(1996)
Cecile Silverman 71 Director since 1995.
(1996)
Kalvan Swanky 32 Director since 1995. (1996)
Directors hold office until the next annual meeting of shareholders and
until their successors are elected and qualified or until their prior
resignation. The terms of the executive officers are continuous, subject to
the authority of the Company's Board of Directors.
Joseph W. Zerbib was born in Algeria and has lived in the Middle East,
Europe and the United States. From 1982 to the present, Mr. Zerbib has been
the President of the Company. He concentrates on strategic planning and
financial, accounting and human resources management. From 1975 to 1982
Mr. Zerbib managed a large supermarket chain in Israel. From 1960 to 1975
Mr. Zerbib owned and managed a full service drug store and blood analysis
laboratory in Paris, France. Mr. Zerbib is the treasurer, principal shareholder
and a director of International FiberCom, Inc. ("IFC"), a publicly held
company traded on the Nasdaq Small-Cap Market. Mr. Zerbib estimates that the
time required for his management duties at IFC are not substantial and will
not adversely impact on the management time required for the Company.
Thierry E. Zerbib has been with the Company since 1982. His
responsibilities include day-to-day supervision of software/hardware customer
service, system configuration, system implementation, research and development,
and quality control. He holds dual degrees in computer science and math from
the University of Tel Aviv, Israel.
Brian H. Loeb has been with the Company since 1982. His
responsibilities include day to day supervision of sales, marketing, customer
service, and service bureau implementation.
Michael F. Zerbib has been with the Company since 1990 with main emphasis
on service bureau sales and financial reporting. He holds a Bachelor of
Science degree in finance and a Master degree in taxation and financial
accounting from Arizona State University. Mr. Zerbib also holds a
certification from the Arizona State Board of Accountancy.
Cecile Silverman is a certified public accountant employed by the firm of
Schwartz, Cohen & Co. She was a partner/shareholder of such firm from 1975 to
1989 and is now employed with the firm on a part-time basis. Ms. Silverman
specializes in tax planning for corporations and individuals, as well as
representing clients before various governmental agencies. She graduated from
Syracuse University with a degree in public accounting.
Kalvan Swanky has been employed for the past ten years by Storage
Technology Corporation, which develops, manufacturers and distributes computer
memory devices. Mr. Swanky has held a number of positions with Storage
Technology, most recently as Direct Sales Manager for Arizona and Nevada. He
received a Bachelor of Science degree from the University of Colorado.
Joseph W. Zerbib is the father of Thierry E. Zerbib and Michael F. Zerbib
and the father-in-law of Brian H. Loeb. Accordingly, Thierry E. Zerbib and
Michael F. Zerbib are brothers and Brian H. Loeb is the brother-in-law of
Thierry and Michael Zerbib.
Business of the Board of Directors
During the fiscal year ended November 30, 1995, the Company's board of
directors held one meeting. All directors attended this meeting, except Mr.
Swanky.
Compensation and Audit Committees
The Board of Directors appointed Cecile Silverman and Kalvan Swanky
to the Compensation and Audit Committees of the Board of Directors in June
1995 and continue to serve in such capacity. Such persons are not officers or
employees of the Company and thus are Independent Directors. Such individuals
will not have any contractual or other relationships with the Company during
the present fiscal year, except as directors and except that Ms. Silverman's
accounting firm provides tax advisory services to the Company.
Audit Committee. The functions of the Audit Committee are to receive
reports with respect to loss contingencies, the public disclosure or financial
statement notation of which may be legally required; annually review and
examine those matters that relate to a financial and performance audit of the
Company's employee plans; recommend to the Company's board of directors the
selection, retention and termination of the Company's independent
accountants; review the professional services, proposed fees and independence
of such accountants; and provide for the periodic review and examination of
management performance in selected aspects of corporate responsibility. The
Audit Committee held one meeting during the fiscal year ended November 30,
1995. See "Compensation Committee Interlocks and Insider Participation" in
the following section.
Compensation Committee. The functions of the Compensation
Committee are to review annually the performance of the chairman and president
and of the other principal officers whose compensation is subject to the
review and recommendation by the Committee to the Company's board of
directors. Additionally, the Compensation Committee is to review
compensation of outside directors for service on the Company's board of
directors and for service on committees of the Company's board of directors,
and to review the level and extent of applicable benefits provided by the
Company with respect to automobiles, travel, insurance, health and medical
coverage, stock options and other stock plans and benefits. The Compensation
Committee did not meet during the fiscal year ended November 30, 1995. See
"Compensation Committee Interlocks and Insider Participation" in the
following section.
The Compensation Committee has adopted a policy that the Company
should be competitive in total compensation and include as a part of total
compensation opportunities for equity ownership and utilize incentives that
offer competitive compensation. Pursuant to these policies, the Compensation
Committee has instructed the Company's agents to obtain more specific
information regarding the Company's competitors and the industry generally,
with respect to compensation and options. It is anticipated that the
Compensation Committee will review these materials and make recommendations
in fiscal 1996 to the Board of Directors regarding executive compensation.
Compensation Committee Interlocks and Insider Participation
Cecile Silverman and Kalvan Swanky serve as members of the
Compensation Committee. They were appointed in June 1995 and continue to
serve in such capacity. These persons are disinterested directors for
purposes of administering the 1995 Incentive Stock Option Plan under SEC
Rule 16(b)(3) and will administer Plan proposed for adoption at the 1996
Annual Meeting of Shareholders.
Director Compensation
Directors receive no compensation for their services as members of the
Board of Directors. The Company may reimburse the independent directors for
their reasonable out-of-pocket expenses in connection with their attendance at
meetings. The Company may issue stock options or pay other compensation to
Ms. Silverman and Mr. Swanky in the future.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Such
officers, directors and shareholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by the
Company, or representations from certain reporting persons that no forms were
required for those persons, except as described hereafter, the Company believes
that during fiscal 1995 all filing requirements applicable to its officers,
directors and ten percent beneficial owners were satisfied.
Certain Transactions
The Company leases 13,500 square feet of office space from Joseph W.
Zerbib, an officer, director and principal shareholder of the Company. The
Company's obligations under the terms of the lease agreement were approximately
$84,336 for fiscal 1995. The Company has leased this office in 1996 on a month-
to-month basis at a rate of $7,028 per month. The Company believes that the
foregoing lease rate is no less favorable than it could obtain from an
unaffiliated third party for comparable space.
The Board of Directors has adopted a policy that provides that all
transactions between the Company and its executive officers, directors,
employees and affiliates are subject to the approval of a majority of
disinterested directors of the Board of Directors and will be on terms that
are no less favorable to the Company than those that could be negotiated with
unaffiliated parties.
The Company retired approximately $280,000 of debt which the
Company owed to First Interstate Bank of Arizona out of a portion of the
proceeds of its June 1995 initial public offering. Joseph W. Zerbib,
Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb had personally
guaranteed payment of this obligation and therefore received a benefit to
such extent upon the Company's payment of the loan.
The Company has entered into one-year employment agreements with
Joseph W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb in
their respective capacities. See "Executive Compensation - Employment
Agreements."
The Company issued options to purchase a total of 164,000 shares of
Common Stock to Joseph W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and
Brian H. Loeb in fiscal 1995 under the 1995 Incentive Stock Option Plan. Such
options were divided equally among the four individuals. In addition, in
April 1996 the Company granted options under the Plan to purchase 64,000
shares of Common Stock to the same four individuals in equal proportions,
such grants to be effective only upon approval of the Plan by the
shareholders at the 1996 Annual Meeting of Shareholders. The options are
exercisable at a price of $5.23 per share for a term of five years after
their effective date. See "Option Grants in 1995 Fiscal Year," "Stock
Option and Restricted Stock Plans," "Approval of Adoption of 1996 Incentive
Stock Option and 1996 Restricted Stock Plan" and "Principal Stockholders."
Policy Regarding Transactions
Management believes that all of its existing transactions with affiliates are
on terms no less favorable than could have been obtained from unaffiliated
parties. The Board of Directors has adopted a policy that all future
material transactions and loans between the Company and its executive
officers, directors, employees and affiliates will be subject to the
approval of the majority of independent and disinterested directors and that
such transactions and loans, and any forgiveness of loans, will be on terms
that are no less favorable to the Company than those that are generally
available from unaffiliated third parties.
Summary Compensation Table
The following table sets forth the total compensation received by the chief
executive officer and each additional executive officer whose compensation
exceeded $100,000, paid to the named individuals and group for services
rendered in all capacities to the Company and its subsidiaries for the fiscal
years ended November 30, 1995 and 1994.
Long Term Compensation (1)
Annual Compensation
Awards
Payouts
Name and
Principal Position
Year
Salary
Bonus
Other
Annual
Compen-
sation
Restricted
Stock
Awards
Options/
SARs(3)
LTIP
Payouts
All
Other
Compen-
sation
Joseph W. Zerbib
President
1995
1994
$120,000
$144,000
-0-
$115,000
- - - - -0-
- - - - -0-
41,000
- - - - -0-
- - - - -0-
- - - - -0-
Thierry E. Zerbib
Vice President -
Software/Systems and
Secretary
1995
1994
$120,000
$144,000
-0-
$398,500
- - - - -0-
- - - - -0-
41,000
- - - - -0-
- - - - -0-
Michael F. Zerbib
Vice President - Finance
and Treasurer
1995
1994
$120,000
$144,000
-0-
$398,500
- - - - -0-
- - - - -0-
41,000
- - - - -0-
- - - - -0-
Brian H. Loeb
Vice President -
Marketing, Sales and
Operations
1995
1994
$120,000
$144,000
-0-
$398,500
- - - - -0-
- - - - -0-
41,000
- - - - -0-
- - - - -0-
(2) See "Stock Options and Restricted Stock Plans" below for additional
information on options which were granted to these four officers.
(3) The Company has entered into one-year employment agreements with
Joseph W. Zerbib, Thierry E. Zerbib, Brian H. Loeb and Michael F.
Zerbib which provide for an annual salary of $96,000 each, effective July
1, 1995. The Compensation Committee, composed of Independent
Directors, will determine future executive compensation. The Company's
policy is to maximize the net income of the Company by providing
performance incentives to management based on the performance of the
Company.
(4) Does not include options granted to purchase 64,000 shares of Common
Stock divided equally among such individuals under the Plan, effective
only upon approval of the Plan by the shareholders at the 1996 Annual
Meeting of Shareholders. See "Option Grants in 1995 Fiscal Year" and
"Approval of Adoption of 1996 Incentive Stock Option Plan and 1996
Restricted Stock Option Plan."
Option Grants in 1995 Fiscal Year
The following executive officers were granted stock options by the
Company in fiscal 1995 in recognition of their past contributions to the
Company. In each case, the option price was in excess of the fair market
value of the Common Stock on the date of grant.
Name
No. of
Shares Underlying
Options Granted
Percentage of Total
Shares for which
Options Granted
to Employees
Exercise Price
Expiration
Date(1)
Joseph W. Zerbib
41,000
15.5
$6.60
9/27/00
Thierry E. Zerbib
41,000
15.5
6.60
9/27/00
Brian H. Loeb
41,000
15.5
6.60
9/27/00
Michael F. Zerbib
41,000
15.5
6.60
9/27/00
(5) Options became exercisable September 28, 1995.
(6) Does not include options granted to purchase 64,000 shares of Common
Stock divided equally among such individuals under the Plan, effective
only upon approval of the Plan by the shareholders at the 1996 Annual
Meeting of Shareholders. See "Option Grants in 1995 Fiscal Year" and
"Approval of Adoption of 1996 Incentive Stock Option Plan and 1996
Restricted Stock Plan."
Option Exercises in 1995 Fiscal Year
There were no exercises of outstanding stock options in fiscal 1995.
Stock Option and Restricted Stock Plans
1995 Incentive Stock Option Plan. The Board of Directors adopted the
1995 Incentive Stock Option Plan ("Plan") on February 1, 1995. Under the
Plan, 264,000 shares are reserved for issuance and all of such shares are
now subject to options granted under the Plan. The Plan authorizes the
Company to grant to key employees of the Company (i) incentive stock options
to purchase shares of Common Stock and (ii) non-qualified stock options to
purchase shares of Common Stock. Such Plan was approved by the stockholders
at a Special Meeting of Stockholders which was held on February 1, 1995.
The objectives of the Plan are to provide incentives to key employees to
achieve financial results aimed at increasing stockholder value and attracting
talented individuals to the Company. The Compensation Committee to be formed
by the Board of Directors and comprised of disinterested Directors will have
the discretion to make awards of stock options. Although the Plan does not
specify what portion of the shares may be awarded in the form of incentive
stock options or non-statutory options, it is anticipated that a
substantially greater number of incentive stock options will be awarded under
the Plan. The incentive stock options are qualified stock options under the
Internal Revenue Code. Further, the Plan is a stock option plan meeting the
requirements of Rule 16b-3 promulgated under the Exchange Act. Persons
eligible to participate in the Plan will be those employees of the Company
whose performance, in the judgment of the Compensation Committee, can have
significant effect on the success of the Company.
The Plan will be administered by the Compensation Committee, which will have
the authority to interpret its provisions, to establish and amend rules for
its administration, to determine the types and amounts of awards to be made
pursuant to the Plan, subject to the Plan's limitations, and to approve
recommendations made by management of the Company as to who should receive
awards.
Incentive stock options may be granted under the Plan for terms of up to ten
years and at an exercise price at least equal to 100% of the fair market value
of the Common Stock as of the date of grant, and 85% of the fair market value
in the case of non-statutory options, except that incentive options granted
to any person who owns stock possessing more than 10% of the combined voting
power of all classes of the Company's stock or of any parent or subsidiary
corporation must have an exercise price at least equal to 110% of the fair
market value of the Company's Common Stock on the date of grant. The
aggregate fair market value, determined as of the time an incentive stock
option is granted, of the Common Stock with respect to which incentive stock
options are exercisable by an employee for the first time during any calendar
year shall not exceed $100,000. There is no aggregate dollar limitation on
the amount of non-statutory stock options which may be exercisable for the
first time by an employee during any calendar year. Payment of the exercise
price is to be in cash, although the Compensation Committee may, in its
discretion, allow payment in the form of shares of the Company's Common Stock
under certain circumstances. Any option granted under the Plan will expire
at the time fixed by the Committee, which will not be more than ten years
after the date it is granted. Any employee receiving a grant must remain
continuously employed by the Company for a period of twelve months after the
date of the grant, as a condition to the exercise of the option. The
Compensation Committee may also specify when all or part of an option becomes
exercisable, but in the absence of such specification, the option will
ordinarily be exercisable in whole or part at any time during its term. In
addition, optionees who are directors or executive officers of the Company
may not exercise any portion of an option within six months of the date of
grant. Subject to the foregoing, the Compensation Committee may accelerate
the exercisability of any option in its discretion.
Options granted under the Plan are not assignable. Options may be
exercised only while the optionee is employed by the Company or within twelve
months after termination by reason of death, within twelve months after the
date of disability, or within ten days after termination for any other reason.
The Company may assist optionees in paying the exercise price of options
granted under the Plan by either the extension of a loan by the Company for
payment by the optionee of the exercise price in installments, or a guarantee
by the Company of a loan obtained by the optionee from a third party. The
terms of any loan, installment payments or guarantees, including the interest
rate and terms of repayment and collateral requirements, if any, shall be
determined by the Board of Directors in its sole discretion.
The Company issued options under the Plan to purchase 100,000 shares
of Common Stock to certain key employees and options to purchase 164,000
shares to its four executive officers, Joseph W. Zerbib, Thierry E. Zerbib,
Michael F. Zerbib and Brian H. Loeb in June 1995. Such options are
exercisable commencing September 28, 1995 through September 27, 2000. The
exercise price of the options granted to key employees is $6.00 per share.
The exercise price of the options granted to the executive officers, is
$6.60 per share. See "Principal Shareholders" and "Certain Relationships and
Related Transactions."
1995 Restricted Stock Plan. The Board of Directors adopted the 1995
Restricted Stock Plan ("Restricted Stock Plan") on February 1, 1995. Such Plan
was approved by the stockholders at a Special Meeting of Stockholders which was
held on February 1, 1995. Under the Restricted Stock Plan, shares of Common
Stock of the Company are reserved, in such amounts as determined by the Board
of Directors, for issuance as part of the total shares reserved under the Plan
described above. The Restricted Stock Plan authorizes the grant of shares of
Common Stock to key employees, consultants, researchers and to members of the
Advisory Board. The Restricted Stock Plan is administered by the Board of
Directors or a committee of the Board, which determines the persons to whom
shares of Common Stock will be granted and the terms of such share grants.
No shares have been granted under the Restricted Stock Plan. The
Company anticipates that shares will be granted under the Restricted Stock Plan
by the Compensation Committee from time to time in the future depending upon
the performance of the Company and availability of unreserved shares under the
Plan and Restricted Stock Plan.
Limitation of Liability of Directors
The General Corporation Law of the State of Arizona, under which the
Company is organized, was amended in 1987 to add Section 10-054(9) permitting
the inclusion of a provision in the Articles of Incorporation limiting or
eliminating the potential monetary liability of directors to a corporation or
its shareholders by reason of their conduct as directors. The provision
would not permit any limitation on or the elimination of liability of a
director for disloyalty to his corporation or its shareholders, failing to
act in good faith, engaging in intentional misconduct or a knowing violation
of the law, obtaining an improper personal benefit or paying a dividend or
approving a stock repurchase that was illegal under the General Corporation
Law of the State of Arizona. Accordingly, the provisions limiting or
eliminating the potential monetary liability of directors permitted by
Section 10-054(9) apply only to the "duty of care" of directors, that is, to
unintentional errors in their deliberations or judgments and not to any form
of "bad faith" conduct.
The Board of Directors of the Company subsequently recommended and
the shareholders approved an amendment to the Articles of Incorporation of the
Company eliminating the personal monetary liability of directors to the extent
allowed under Arizona law. Under the amendment, a shareholder is able to
prosecute an action against a director for monetary damages only if he can
show a breach of the duty of loyalty, a failure to act in good faith,
intentional misconduct, a knowing violation of law, an improper personal
benefit or an illegal dividend or stock repurchase, as referred to in the
amendment, and not "negligence" or "gross negligence" in satisfying his duty
of care. The amendment does not apply to any act or omission occurring prior
to the effective date of the amendment. In addition, the amendment applies
only to claims against a director arising out of his role as a director and
not, if he is also an officer, his role as an officer or in any other
capacity or to his responsibilities under any other law, such as the federal
securities laws.
Ownership of Common Stock by Nominees for Directors, Executive Officers
and Certain Shareholders
The following table sets forth information, as of June 7, 1996, with
respect to the number of shares of Common Stock of the Company beneficially
owned by individual directors, by all directors and officers of the Company
as a group, and by persons known by the Company to own more than 5% of the
Company's Common Stock. The Company has no other class of stock
outstanding.
Name of Beneficial
Owner and Address
Number
of Shares
Percent of
Common Stock Owned(1)
Thierry E. Zerbib
3216 North Third Street
Phoenix, Arizona 85012
618,500
17.2
Brian H. Loeb and
Irene Loeb
3216 North Third Street
Phoenix, Arizona 85012
618,500
17.2
Michael F. Zerbib
3216 North Third Street
Phoenix, Arizona 85012
613,500
17.1
Joseph W. Zerbib
3216 North Third Street
Phoenix, Arizona 85012
334,250
9.8
Nicolas Zerbib
3216 North Third Street
Phoenix, Arizona 85012
293,750
7.8
All directors and
officers as a group
(six persons)
2,478,500
62.7
(7) Includes 41,000 shares of Common Stock which the Company granted
each of the following: Joseph W. Zerbib, Thierry E. Zerbib, Michael F.
Zerbib and Brian H. Loeb. The options were exercisable commencing
September 28, 1995 through September 27, 2000 to purchase shares of
Common Stock at a price of $6.60 per share. See "Option Grants in 1995
Fiscal Year" and "Stock Option and Restricted Stock Plans."
(8) Does not include options granted to purchase 64,000 shares of Common
Stock to such individuals in equal portions under the Plan, effective only
upon approval of the Plan by the shareholders at the 1996 Annual
Meeting of Shareholders. See "Option Grants in 1995 Fiscal Year" and
"Approval of Adoption of 1996 Incentive Stock Option Plan and 1996
Restricted Stock Option Plan."
OTHER MATTERS
The Company's board of directors is not presently aware of any matters to
be presented at the meeting other than those described above. However, if
other matters properly come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote said proxy on such matters in
accordance with their judgment.
Shareholder Proposals
Any shareholder desiring to have a proposal included in the Company's
proxy statement for its 1997 Annual Meeting must deliver such proposal (which
must comply with the requirements of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934) to the Company's principal executive offices
not later than March 17, 1997.
Annual Report
The Company's Annual Report on Form 10-KSB with certified financial
statements required to be filed for the fiscal year ended November 30, 1995,
accompanies this Notice and Proxy Statement and was mailed this date to all
shareholders of record on June 10, 1996. Any exhibit to the annual report on
Form 10-KSB will be furnished to any requesting person who sets forth a good
faith representation that he or she was a beneficial owner of the Company's
Common Stock on June 7, 1996. The fee for furnishing a copy of any exhibit
will be 25 cents per page plus $3.00 for postage and handling.
-15-
g:\hoffmann\cjh\telesoft\proxy-96.001 12109-100
TELESOFT CORP.
3216 North Third Street
Phoenix, Arizona 85012
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 12, 1996
The 1996 Annual Meeting of Shareholders of Telesoft Corp. (the
"Company") will be held at 3216 North Third Street, Phoenix, Arizona on
July 18, 1996, at 10:00 a.m., Mountain Standard Time, for the following
purposes:
1. To vote on ratification of the selection of Semple & Cooper as the
independent public accountants for the Company's 1996 fiscal year;
2. To vote for the election of six directors;
3. To approve adoption of 1996 Incentive Stock Option Plan and 1996
Restricted Stock Plan; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The close of business on June 7, 1996 has been fixed as the record date for
the determination of the shareholders of record entitled to notice of, and to
vote at, this meeting or any adjournment thereof. The list of shareholders
entitled to vote at this meeting is available at the offices of Telesoft
Corp., 3216 North Third Street, Phoenix, Arizona 85012, for examination by
any stockholder.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY,
WHICH IS SOLICITED BY AND ON BEHALF OF THE BOARD OF
DIRECTORS. THE GIVING OF SUCH PROXY WILL NOT AFFECT YOUR
RIGHT TO REVOKE SUCH PROXY OR TO VOTE IN PERSON SHOULD YOU
LATER DECIDE TO ATTEND THIS MEETING.
By Order of the Board of Directors
Joseph W. Zerbib
President
Phoenix, Arizona
June 12, 1996
g:\...0\ccasey\choffman\12129\100\meetng96.ntc
Exhibit A
TELESOFT CORP.
1996 INCENTIVE STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this 1996 Incentive Stock Option
Plan are to provide additional incentive to Employees of the Company to
achieve financial results aimed at increasing stockholder value and to
attract and retain the best available personnel for positions of
responsibility within the Company through the grant of options to purchase
shares of the Company's Common Stock.
Options granted hereunder may be either Incentive Stock or Non-
Statutory Stock Options, at the discretion of the Board. The type of options
granted shall be reflected in the terms of written Stock Option agreements.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Board" shall mean the Board of Directors of the Company or, when
appropriate, the Committee administering the Plan, if one has been appointed.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.
(c) "Common Stock" shall mean the common stock of the Company described in
the Company's Articles of Incorporation, as amended.
(d) "Company" shall mean TELESOFT CORP., an Arizona corporation, and shall
include any parent or subsidiary corporation of the Company as defined in
Sections 425(e) and (f), respectively, of the Code.
(e) "Committee" shall mean the Committee appointed by the Board in accordance
with paragraph (a) of Section 4 of the Plan, if one is appointed.
(f) "Employee" shall mean any person, including salaried officers and
directors, employed by the Company. The payment of a director's fee by the
Company shall not be sufficient to constitute "employment" by the Company.
(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(h) "Fair Market Value" shall mean, with respect to the date a given Option is
granted or exercised, the value of the Common Stock determined by the Board
in such manner as it may deem equitable for Plan purposes but, in the case of
an Incentive Stock Option, no less than is required by applicable laws or
regulations; provided, however, that where there is a public market for the
Common Stock, the Fair Market Value per Share shall be the mean of the bid
and asked prices of the Common Stock on the date of grant, as reported in
the Wall Street Journal, or, if not so reported, as otherwise reported in the
National Association of Securities Dealers Automated Quotation System
("Nasdaq") or, in the event the Common Stock is listed on the New York Stock
Exchange, the American Stock Exchange, the Nasdaq National Market or the Nasdaq
SmallCap Market, the Fair Market Value per Share shall be the closing price
on the relevant Nasdaq market or exchange on the date of grant of the Option,
as reported in the Wall Street Journal.
(i) "Incentive Stock Option" shall mean an Option which is intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.
(j) "Option" shall mean a stock option granted under the Plan.
(k) "Optioned Stock" shall mean the Common Stock subject to an Option.
(l) "Optionee" shall mean an Employee of the Company who has been granted one
or more Options.
(m) "Nonstatutory Stock Option" shall mean an Option which is not an
Incentive Stock Option.
(n) "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 425(e) of the Code.
(o) "Plan" shall mean this 1996 Incentive Stock Option Plan.
(p) "Share" shall mean a share of the Common Stock, as adjusted in accordance
with Section 11 of the Plan.
(q) "Stock Option Agreement" shall mean the written agreement between the
Company and the Optionee relating to the grant of an Option.
(r) "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 425(f) of the Code.
(s) "Tax Date" shall mean the date an Optionee is required to pay the
Company an amount with respect to tax withholding obligations in connection
with the exercise of an option.
3. Common Stock Subject to the Plan. Subject to the provisions of Section
11 of the Plan, the maximum aggregate number of shares which may be optioned
and sold under the Plan is Two Hundred Sixty Thousand (260,000) Shares of
Common Stock. The Shares may be authorized, but unissued, or previously
issued Shares acquired by the Company and held in treasury.
If an Option should expire or become unexercisable for any reason without
having been exercised in full, the unpurchased Shares covered by such Option
shall, unless the Plan shall have been terminated, be available for future
grants of Options.
4. Administration of the Plan.
(a) Procedure.
(i) The Plan shall be administered by the Board in accordance with Rule 16b-
3 under the Exchange Act ("Rule 16b-3"); provided, however, that the Board may
appoint a Committee to administer the Plan at any time or from time to time,
and, provided further, that if the Board is not "disinterested" within the
meaning of Rule 16b-3, the Plan shall be administered by a Committee in
accordance with Rule 16b-3.
(ii) Once appointed, the Committee shall continue to serve until otherwise
directed by the Board. From time to time the Board may increase the size of
the Committee and appoint additional members thereof, remove members (with or
without cause), appoint new members in substitution therefor, and fill
vacancies however caused: provided, however, that at no time may any person
serve on the Committee if that person's membership would cause the Committee
not to satisfy the "disinterested administration" requirements of Rule 16b-3.
(b) Powers of the Board. Subject to the provisions of the Plan, the Board
shall have the authority, in its discretion: (i) to grant Incentive Stock
Options and Nonstatutory Stock Options; (ii) to determine, upon review of
relevant information and in accordance with Section 2 of the Plan, the Fair
Market Value of the Common Stock; (iii) to determine the exercise price per
Share of Options to be granted, which exercise price shall be determined in
accordance with Section 8(a) of the Plan; (iv) to determine the Employees to
whom, and the time or times at which, Options shall be granted and the number
of Shares to be represented by each Option; (v) to interpret the Plan; (vi) to
prescribe, amend and rescind rules and regulations relating to the Plan;
(vii) to determine the terms and provisions of each Option granted (which
need not be identical) and, with the consent of the Optionee thereof, modify
or amend each Option; (viii) to accelerate or defer (with the consent of the
Optionee) the exercise date of any Option; (ix) to authorize any person to
execute on behalf of the Company any instrument required to effectuate the
grant of an Option previously granted by the Board; (x) to accept or reject
the election made by an Optionee pursuant to Section 17 of the Plan; and
(xi) to make all other determinations deemed necessary or advisable for the
administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board shall be final and binding on all Optionees and
any other holders of any Options granted under the Plan.
5. Eligibility.
(a) Consistent with the Plan's purposes, Options may be granted only to
Employees of the Company as determined by the Board. An Employee who has
been granted an Option may, if he is otherwise eligible, be granted an
additional Option or Options.
Incentive Stock Options may be granted only to those Employees who meet the
requirements applicable under Section 422 of the Code.
(b) All Options granted to Employees of the Company under the Plan will be
subject to forfeiture until such time as the Optionee has been continuously
employed by the Company for one year after the date of the grant of the
Options, and may not be exercised prior to such time. At such time as the
Optionee has been continuously employed by the Company for one year, the
foregoing restriction shall lapse and the Optionee may exercise the Options
at any time otherwise consistent with the Plan.
(c) With respect to Incentive Stock Options, the aggregate Fair Market Value
(determined at the time the Incentive Stock Option is granted) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by the employee during any calendar year (under all employee
benefit plans of the Company) shall not exceed One Hundred Thousand
Dollars ($100,000).
6. Stockholder Approval and Effective Dates. The Plan became effective upon
approval by the Stockholders. No Option may be granted under the Plan after
July 17, 2006 (ten years from the effective date of the Plan); provided,
however that the Plan and all outstanding Options shall remain in effect
until such Options have expired or until such Options are canceled.
7. Term of Option. Unless otherwise provided in the Stock Option Agreement,
the term of each Option shall be ten (10) years from the date of grant
thereof. In no case shall the term of any Option exceed ten (10) years from
the date of grant thereof. Notwithstanding the above, in the case of an
Incentive Stock Option granted to an Employee who, at the time the Incentive
Stock Option is granted, owns ten percent (10%) or more of the Common Stock
as such amount is calculated under Section 422(b)(6) of the Code ("Ten
Percent Stockholder"), the term of the Incentive Stock Option shall be five
(5) years from the date of grant thereof or such shorter time as may be
provided in the Stock Option Agreement.
8. Exercise Price and Payment.
(a) Exercise Price. The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Board, but in
the case of an Incentive Stock Option shall be no less than one hundred
percent (100%) of the Fair Market Value per share on the date of grant, and
in the case of a Nonstatutory Stock
Option shall be no less than eighty-five percent (85%) of the Fair Market
Value per share on the date of grant. Notwithstanding the foregoing, in the
case of an Incentive Stock Option granted to an Employee who, at the time of
the grant of such Incentive Stock Option, is a Ten Percent Stockholder, the
per Share exercise price shall be no less than one hundred ten percent (110%)
of the Fair Market Value per Share on the date of grant.
(b) Payment. The price of an exercised Option and the Employee's portion of
any taxes attributable to the delivery of Common Stock under the Plan, or
portion thereof, shall be paid:
(i) In United States dollars in cash or by check, bank draft or money order
payable to the order of the Company; or
(ii) At the discretion of the Board, through the delivery of shares of Common
Stock with an aggregate Fair Market Value equal to the option price and
withholding taxes, if any; or
(iii) At the election of the Optionee pursuant to Section 17 and with the
consent of the Board pursuant to Section 4(b)(x), by the Company's retention
of such number of shares of Common Stock subject to the exercised Option
which have an aggregate Fair Market Value on the exercise date equal to the
Employee's portion of the Company's aggregate federal, state, local and
foreign tax withholding and FICA and FUTA obligations with respect to
income generated by the exercise of the Option by Optionee;
(iv) By a combination of (i), (ii) and (iii) above; or
(v) In the manner provided in subsection (c) below.
The Board shall determine acceptable methods for tendering
Common Stock as payment upon exercise of an Option and may impose such
limitations and prohibitions on the use of Common Stock to exercise an
Option as it deems appropriate.
(c) Financial Assistance to Optionees. The Board may assist Optionees in
paying the exercise price of Options granted under this Plan in the following
manner:
(i) The extension of a loan to the Optionee by the Company; or
(ii) Payment by the Optionee of the exercise price in installments; or
(iii) A guaranty by the Company of a loan obtained by the Optionee from a
third party.
The terms of any loans, installment payments or guarantees, including the
interest rate and terms of repayment, and collateral requirements, if any,
shall be determined by the Board, in its sole discretion. Subject to
applicable margin requirements, any loans, installment payments or guarantees
authorized by the Board pursuant to the Plan may be granted without security,
but the maximum credit available shall not exceed the exercise price for the
Shares for which the Option is to be exercised, plus any federal and state
income tax liability incurred in connection with the exercise of the Option.
9. Exercise of Option.
(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Board, including performance criteria with respect to the
Company and/or the Optionee, and as shall be permissible under the terms of
the Plan. Unless otherwise determined by the Board at the time of grant, an
Option may be exercised in whole or in part. An Option may not be exercised
for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or
any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 11 of the
Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares for which the
Option is exercised.
(b) Termination of Status as an Employee. If an Employee's employment by the
Company is terminated for cause, then any Option held by the Employee shall be
immediately canceled upon termination of employment and the Employee shall
have no further rights with respect to such Option. Unless otherwise
provided in the Stock Option Agreement (which may reduce but not increase the
time period described below), if an Employee's employment by the Company is
terminated for reasons other than cause, and does not occur due to death or
disability, then the Employee may, with the consent of the Board, but only
within ten (10) days after the date he ceases to be an Employee of the
Company, exercise his Option to the extent that he was entitled to exercise
it at the date of such termination. To the extent that he was not entitled to
exercise the Option at the date of such termination, or if he does not
exercise such Option (which he was entitled to exercise) within the time
specified herein, the Option shall terminate.
(c) Disability. Unless otherwise provided in the Stock Option Agreement
(which may reduce but not increase the time period described below),
notwithstanding the provisions of Section 9(b) above, in the event an
Employee is unable to continue his employment with the Company as a result of
his permanent and total disability (as defined in Section 22(e)(3) of the
Code), he may, but only within twelve (12) months from the date of
termination, exercise his Option to the extent he was entitled to exercise it
at the date of such termination. To the extent that he was not entitled to
exercise the Option at the date of termination, or if he does not exercise
such Option (which he was entitled to exercise) within the time specified
herein, the Option shall terminate.
(d) Death. Unless otherwise provided in the Stock Option Agreement (which
may reduce but not increase the time period described below), if an Employee
dies during the term of the Option and is at the time of his death an
Employee of the Company who shall have been in continuous status as an
Employee since the date of grant of the Option, the Option may be exercised
at any time within twelve (12) months following the date of death (or such
other period of time as is determined by the Board) by the Employee's estate
or by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that an Employee was entitled to exercise
the Option on the date of death. To the extent the Employee was not entitled
to exercise the Option on the date of death, or if the Employee's estate, or
person who acquired the right to exercise the Option by bequest or
inheritance, does not exercise such Option (which he was entitled to
exercise) within the time specified herein, the Option shall terminate.
10. Non-Transferability of Options. An Option may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than
by will or by the laws of descent or distribution, or pursuant to a
"qualified domestic relations order" under the Code and ERISA, and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
11. Adjustments Upon Changes in Capitalization or Merger. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the
Plan upon cancellation or expiration of an Option, as well as the price per
share of Common Stock covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination or reclassification of the Common Stock, or any
other increase or decrease in the number of issued shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect and no adjustment
by reason thereof, shall be made with respect to the number or price of
shares of Common Stock subject to an Option.
In the event of the proposed dissolution or liquidation of the Company, the
Option will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in the
exercise of its sole discretion in such instances, declare that any Option
shall terminate as of a date fixed by the Board and give each Optionee the
right to exercise his Option as to all or any part of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.
In the event of a proposed sale of all or substantially all of the assets of
the Company, or the merger of the Company with or into another corporation,
the Option shall be assumed or an equivalent option shall be substituted by
such successor corporation or a parent or subsidiary of such successor
corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that the Optionee
shall have the right to exercise the option as to all of the Optioned Stock,
including Shares as to which the Option would not otherwise be exercisable.
If the Board makes an Option fully exercisable in lieu of assumption or
substitution in the event of a merger of sale of assets, the Board shall
notify the Optionee that the Option shall be fully exercisable for a period
of sixty (60) days from the date of such notice (but not later than the
expiration of the term of the Option under the Option Agreement), and the
Option will terminate upon the expiration of such period.
12. Time of Granting Options. The date of grant of an Option shall, for all
purposes, be the date on which the Board makes the determination granting such
Option. Notice of the determination shall be given to each Employee to whom an
Option is so granted within a reasonable time after the date of such grant.
13. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or terminate the Plan
from time to time in such respects as the Board may deem advisable; provided,
however, that the following revisions or amendments shall require approval of
the Stockholders of the Company, to the extent required by law, rule or
regulation:
(i) Any material increase in the number of Shares subject to the Plan, other
than in connection with an adjustment under Section 11 of the Plan;
(ii) Any material change in the designation of the Employees eligible to be
granted Options; or
(iii) Any material increase in the benefits accruing to participants under
the Plan.
(b) Effect of Amendment or Termination. Any such amendment or termination of
the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the
Board, which agreement must be in writing and signed by the Optionee and the
Company.
14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933,
as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval of counsel
for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in the opinion of
counsel for the company, such a representation is required by any of the
aforementioned relevant provisions of law.
Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained. In the case of an Incentive Stock Option, any Optionee who disposes
of Shares of Common Stock acquired upon the exercise of an Option by sale or
exchange (a) either within two (2) years after the date of the grant of the
Option under which the Common Stock was acquired or (b) within one (1) year
after the acquisition of such Shares of Common Stock shall notify the Company
of such disposition and of the amount realized upon such disposition.
15. Reservation of Shares. The Company will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
16. Option Agreement. Options shall be evidenced by Stock Option Agreements
in such form as the Board shall approve.
17. Withholding Taxes. Subject to Section 4(b)(x) of the Plan and prior to
the Tax Date, the Optionee may make an irrevocable election to have the
Company withhold from those Shares that would otherwise be received upon the
exercise of any Option, a number of Shares having a Fair Market Value equal
to the minimum amount necessary to satisfy the Company's federal, state,
local and foreign tax withholding obligations and FICA and FUTA obligations
with respect to the exercise of such Option by the Optionee.
An Optionee who is also an officer of the Company must make the above
described election:
(a) at least six months after the date of grant of the Option (except in the
event of death or disability); and
(b) either:
(i) six months prior to the Tax Date, or
(ii) prior to the Tax Date and during the period beginning on the third
business day following the date the Company releases its quarterly or annual
statement of sales and earnings and ending on the twelfth business day
following such date.
18. Miscellaneous Provisions.
(a) Plan Expense. Any expense of administering this Plan shall be borne by
the Company.
(b) Use of Exercise Proceeds. The payment received from Optionees from the
exercise of Options shall be used for the general corporate purposes of the
Company.
(c) Construction of Plan. The place of administration of the Plan shall be
in the State of Arizona, and the validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined in accordance with the laws
of the State of Arizona without regard to conflict of law principles and,
where applicable, in accordance with the Code.
(d) Taxes. The Company shall be entitled if necessary or desirable to pay or
withhold the amount of any tax attributable to the delivery of Common Stock
under the Plan from other amounts payable to the Employee after giving the
person entitled to receive such Common Stock notice as far in advance as
practical, and the Company may defer making delivery of such Common Stock if
any such tax may be pending unless and until indemnified to its satisfaction.
(e) Indemnification. In addition to such other rights of indemnification as
they may have as members of the Board, the members of the Board shall be
indemnified by the Company against all costs and expenses reasonably incurred
by them in connection with any action, suit or proceeding to which they or
any of them may be party by reason of any action taken or failure to act
under or in connection with the Plan or any Option, and against all amounts
paid by them in settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except a
judgment based upon a finding of bad faith; provided that upon the
institution of any such action, suit or proceeding a Board member shall, in
writing, give the Company notice thereof and an opportunity, at its own
expense, to handle and defend the same before such Board member undertakes to
handle and defend it on her or his own behalf.
(f) Gender. For purposes of this Plan, words used in the masculine gender
shall include the feminine and neuter, and the singular shall include the
plural and vice versa, as appropriate.
(g) No Employment Agreement. The Plan shall not confer upon any Optionee any
right with respect to continuation of employment with the Company, nor shall
it interfere in any way with his right or the Company's right to terminate his
employment at any time.
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Exhibit B
TELESOFT CORP.
1996 RESTRICTED STOCK PLAN
1. Purposes of the Plan. The purposes of this 1996 Restricted Stock Plan
are to provide additional incentive to employees and others who provide
services to the Company to achieve financial results aimed at increasing
stockholder value and to attract and retain the best available personnel for
positions of responsibility within the Company through the grant of restricted
shares of the Company's Common Stock.
2. Definitions. As used herein, the following definitions shall apply:
(a) "Award" shall mean a grant of one or more shares of
Restricted Stock.
(b) "Board" shall mean the Board of Directors of the
Company or, when appropriate, the Committee administering the Plan, if
one has been appointed.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and the rules and regulations promulgated thereunder.
(d) "Common Stock" shall mean the common stock of the
Company described in the Company's Certificate of Incorporation, as
amended.
(e) "Company" shall mean TELESOFT CORP., an Arizona
corporation, and shall include any parent or subsidiary corporation of the
Company as defined in Sections 425(e) and (f), respectively, of the Code.
(f) "Committee" shall mean the Committee appointed by the
Board in accordance with paragraph (a) of Section 4 of the Plan, if one is
appointed.
(g) "Employee" shall mean any person, including salaried
officers and directors, employed by the Company.
(h) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended.
(i) "Fair Market Value" shall mean, with respect to the date
a given Award is granted, the value of the Common Stock determined by
the Board in such manner as it may deem equitable for Plan purposes;
provided, however, that where there is a public market for the Common
Stock, the Fair Market Value per Share shall be the mean of the bid and
asked prices of the Common Stock on the date of grant, as reported in the
Wall Street Journal, or, if not so reported, as otherwise reported in the
National Association of Securities Dealers Automated Quotation System
("Nasdaq"), or, in the event the Common Stock is listed on the New York
Stock Exchange, the American Stock Exchange, the Nasdaq National
Market or the Nasdaq SmallCap Market, the Fair Market Value per Share
shall be the closing price on the relevant Nasdaq market or exchange on
the date of grant of the Award, as reported in the Wall Street Journal.
(j) "Grantee" shall mean an employee or other individual
who provides services to the Company who has been granted one or more
shares of Restricted Stock.
(k) "Parent" shall mean a "parent corporation," whether now
or hereafter existing, as defined in Section 425(e) of the Code.
(l) "Plan" shall mean this 1996 Restricted Stock Plan.
(m) "Restricted Stock" shall mean Common Stock, issued and
outstanding, restricted as to transfer and subject to a substantial risk of
forfeiture.
(n) Share" shall mean a share of the Common Stock, as
adjusted in accordance with Section 8 of the Plan.
(o) "Stock Purchase Agreement" shall mean the written
agreement between the Company and the Grantee relating to the grant of
an Award.
(p) "Subsidiary" shall mean a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 425(f) of the
Code.
(q) "Tax Date" shall mean the date a Grantee is required to
pay the Company an amount with respect to tax withholding obligations in
connection with an Award.
3. Common Stock Subject to the Plan. Subject to the provisions of
Section 8 of the Plan, the maximum aggregate number of shares of Common Stock
which may be granted under the Plan may be determined by the Board of
Directors, for issuance as part of the total Shares reserved under the 1996
Incentive Stock Option Plan. The Shares may be authorized, but unissued, or
previously issued Shares acquired by the Company and held in treasury. If
Restricted Stock is forfeited, the forfeited Shares shall, unless the Plan
shall have been terminated, be available for future grants under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) The Plan shall be administered by the Board in
accordance with Rule 16b-3 under the Exchange Act ("Rule 16b-
3"); provided, however, that the Board may appoint a Committee
to administer the Plan at any time or from time to time, and,
provided further, that if the Board is not "disinterested" within the
meaning of Rule 16b-3, the Plan shall be administered by a
Committee in accordance with Rule 16b-3.
(ii) Once appointed, the Committee shall continue to
serve until otherwise directed by the Board. From time to time
the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without
cause), appoint new members in substitution therefor, and fill
vacancies however caused: provided, however, that at no time
may any person serve on the Committee if that person's
membership would cause the Committee not to satisfy the
"disinterested administration" requirements of Rule 16b-3.
(b) Powers of the Board. Subject to the provisions of the
Plan, the Board shall have the authority, in its discretion: (i) to grant
Restricted Stock; (ii) to determine, upon review of relevant information
and in accordance with Section 2 of the Plan, the Fair Market Value of the
Common Stock; (iii) to determine the Employees and other individuals
who provide services to the Company to whom, and the time or times at
which, Restricted Stock shall be granted and the number of Shares to be
represented by each Award; (iv) to interpret the Plan; (v) to prescribe,
amend and rescind rules and regulations relating to the Plan; (vi) to
determine the terms and provisions of each Award granted (which need
not be identical) and, with the consent of the Grantee thereof, modify or
amend each Award; (vii) to accelerate or defer (with the consent of the
Grantee) the date of any Award; (viii) to authorize any person to execute
on behalf of the Company any instrument required to effectuate the grant
of an Award previously granted by the Board; (ix) to accept or reject the
election made by a Grantee pursuant to Section 14 of the Plan; and (x) to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
(c) Effect of Board's Decision. All decisions, determinations
and interpretations of the Board shall be final and binding on all Grantees
and any other holders of any Restricted Stock granted under the Plan.
5. Eligibility. Consistent with the Plan's purposes, Restricted Stock
may be granted only to Employees and other individuals who provide services to
the Company as determined by the Board. An Employee or other individual who
provides services to the Company who has been granted Restricted Stock may, if
he is otherwise eligible, be granted additional Restricted Stock.
6. Stockholder Approval and Effective Dates. The Plan became
effective upon approval by the Board. No Award may be granted under the Plan
after July 17, 2006 (ten years from the effective date of the Plan).
7. Restricted Stock.
(a) Awards. The Committee may award Restricted Stock to
any Employee or other individual who provides services to the Company.
Each certificate for Restricted Stock shall be registered in the name of the
Grantee and deposited by him, together with a stock power endorsed in
blank, with the Company. Restricted Stock shall be awarded by a signed
written agreement containing such terms and conditions as the Board may
determine. At the time of an award there shall be established a restriction
period of such length as shall be determined by the Board. Shares of Re-
stricted Stock shall not be sold, assigned, transferred, pledged or other-
wise encumbered, except as hereinafter provided, during the restriction
period. Except for such restrictions on transfer, the Grantee as owner of
such shares of Restricted Stock shall have all the rights of a holder of
Common Stock. At the expiration of the restriction period, the Company
shall redeliver to the Grantee (or his legal representative or designated
beneficiary) the Restricted Stock deposited pursuant to this paragraph
7.
(b) Termination. If a Grantee ceases to be an Employee or
to provide services to the Company with the consent of the Board, or upon
his death, retirement or total and permanent disability, the restriction
imposed under paragraph 7(a) shall lapse with respect to such number of
shares of Restricted Stock theretofore awarded to him as shall be
determined by the Board.
8. Adjustments Upon Changes in Capitalization or Merger.
Subject to any required action by the stockholders of the Company, the number
of shares of Common Stock which have been authorized for issuance under the
Plan but as to which no Award has yet been granted or which have been
returned to the Plan upon cancellation, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company; provided, however, that conversion
of any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Such adjustment shall be made
by the Board, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect and no adjustment by reason thereof, shall
be made with respect to the number or price of shares of Common Stock subject
to the Plan.
9. Time of Granting Restricted Stock. The date of grant of Restricted Stock
shall, for all purposes, be the date on which the Board makes the
determination granting such Restricted Stock. Notice of the determination
shall be given to each Employee or other individual who provides services to
the Company to whom an Award is so granted within a reasonable time after the
date of such grant.
10. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may amend or
terminate the Plan from time to time in such respects as the Board may
deem advisable; provided, however, that the following revisions or
amendments shall require approval of the shareholders of the Company, to
the extent required by law, rule or regulation:
(i) Any material increase in the number of Shares
subject to the Plan, other than in connection with an adjustment
under Section 8 of the Plan;
(ii) Any material change in the designation of the
Employees or other individuals who provide services to the
Company eligible to be granted Restricted Stock; or
(iii) Any material increase in the benefits accruing to
participants under the Plan.
(b) Effect of Amendment or Termination. Any such
amendment or termination of the Plan shall not affect Restricted Stock
already granted and such Restricted Stock shall remain in full force and
effect as if this Plan had not been amended or terminated, unless mutually
agreed otherwise between the Grantee and the Board, which agreement
must be in writing and signed by the Grantee and the Company.
11. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to this Plan unless the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
As a condition to the grant of Restricted Stock the Company may require the
Grantee to represent and warrant at the time of any such grant that the Shares
are being acquired only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant
provisions of law.
Inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue
or sell such Shares as to which such requisite authority shall not have been
obtained.
12. Reservation of Shares. The Company will at all times reserve
and keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
13. Purchase Agreement. Awards of Restricted Stock shall be
evidenced by Stock Purchase Agreements in such form as the Board shall approve.
14. Withholding Taxes. Subject to Section 4(b)(ix) of the Plan and
prior to the Tax Date, the Grantee may make an irrevocable election to have the
Company withhold from those Shares that would otherwise be received upon the
grant, a number of Shares having a Fair Market Value equal to the minimum
amount necessary to satisfy the Employee's portion of the Company's federal,
state, local and foreign tax withholding obligations and FICA and FUTA
obligations with respect to the grant of Restricted Stock to the Grantee.
A Grantee who is also an officer of the Company must make the
above described election:
(a) at least six months after the date of grant of the
Restricted Stock (except in the event of death or disability); and
(b) either:
(i) six months prior to the Tax Date, or
(ii) prior to the Tax Date and during the period
beginning on the third business day following the date the
Company releases its quarterly or annual statement of sales and
earnings and ending on the twelfth business day following such
date.
15. Miscellaneous Provisions.
(a) Plan Expense. Any expense of administering this Plan
shall be borne by the Company.
(b) Construction of Plan. The place of administration of the
Plan shall be in the State of Arizona, and the validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined in
accordance with the laws of the State of Arizona without regard to
conflict of law principles and, where applicable, in accordance with the
Code.
(c) Taxes. The Company shall be entitled if necessary or
desirable to pay or withhold the amount of any tax attributable to the
delivery of Common Stock under the Plan from other amounts payable to
the Grantee after giving the person entitled to receive such Common Stock
notice as far in advance as practical, and the Company may defer making
delivery of such Common Stock if any such tax may be pending unless
and until indemnified to its satisfaction.
(d) Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board, the members
of the Board shall be indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action, suit
or proceeding to which they or any of them may be party by reason of any
action taken or failure to act under or in connection with the Plan or any
Restricted Stock, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, except a judgment based
upon a finding of bad faith; provided that upon the institution of any such
action, suit or proceeding a Board member shall, in writing, give the
Company notice thereof and an opportunity, at its own expense, to handle
and defend the same before such Board member undertakes to handle and
defend it on her or his own behalf.
(e) Gender. For purposes of this Plan, words used in the
masculine gender shall include the feminine and neuter, and the singular
shall include the plural and vice versa, as appropriate.
(f) No Employment Agreement. The Plan shall not confer
upon any Grantee any right with respect to continuation of employment
with the Company, nor shall it interfere in any way with his right or the
Company's right to terminate his employment at any time.
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PROXY PROXY
TELESOFT CORP.
an Arizona corporation
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S
BOARD OF DIRECTORS FOR THE 1996 ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD JULY 18, 1996
The undersigned hereby appoints Joseph W. Zerbib and Michael F. Zerbib, and
each of them, with full power of substitution, as proxies, to represent the
undersigned at the 1996 Annual Meeting of Shareholders of Telesoft Corp. (the
"Company") to be held at 3216 N. 3rd Street, Phoenix, Arizona 85012, on
Thursday, July 18, 1996 at 10:00 a.m., Mountain Standard Time, and at any
adjournment thereof, and to vote all shares of the Company's Common Stock
standing in the name of the undersigned on the matters set forth below and
upon any other matters that may properly come before the meeting or any
adjournment thereof as follows:
ITEM NO. 1 RATIFICATION OF INDEPENDENT ACCOUNTANTS
___ VOTE FOR RATIFICATION of SEMPLE & COOPER as the
independent
public accountants for the Company's fiscal year 1996
___ VOTE AGAINST RATIFICATION
___ ABSTAIN
ITEM NO. 2 ELECTION OF SIX DIRECTORS
Joseph W. Zerbib
Thierry E. Zerbib
Brian H. Loeb
Michael F. Zerbib
Cecile Silverman
Kalvan Swanky
___ VOTE FOR all nominees listed above
___ VOTE FOR all nominees listed above, except
___ CUMULATIVE VOTES for one or more nominees as
follows:
Joseph W. Zerbib ;
Thierry E. Zerbib ;
Brian H. Loeb ;
Michael F. Zerbib ;
Cecile Silverman ; and
Kalvan Swanky .
___ WITHHOLD AUTHORITY to vote for all nominees listed
above
ITEM NO. 3. APPROVAL OF ADOPTION OF 1996 INCENTIVE
STOCK OPTION PLAN AND 1996 RESTRICTED
STOCK PLAN
___ VOTE FOR the Adoption of the 1996 Incentive Stock Option
Plan and 1996 Restricted Stock Plan
___ VOTE AGAINST the Adoption of the 1996 Incentive Stock
Option Plan and 1996 Restricted Stock Plan
___ ABSTAIN
The shares represented by this Proxy will be voted at the meeting in
accordance with the specifications appearing above. THE SHARES WILL BE
VOTED "FOR" ANY PROPOSAL FOR WHICH NO CONTRARY SPECIFICATION IS MADE.
Dated:_____________________, 1996 Signed
(Print
Name)
Please sign exactly as the
name appears on the stock
certificate. When signing
as attorney, executor,
administrator, trustee,
guardian, etc., give full
title as such. If stock is
held jointly, each joint
owner should sign.
PLEASE DATE, SIGN AND RETURN PROMPTLY
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