<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential for Use of the Commission
Only (as permitted by Rule 14a-6(e)2)
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12
Objective Communications, Inc.
------------------------------
(Name of Registrant as Specified in 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)(1) 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> 2
OBJECTIVE COMMUNICATIONS, INC.
50 INTERNATIONAL DRIVE
PORTSMOUTH, NEW HAMPSHIRE 03801
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
APRIL , 1999
------------------------
To Our Stockholders:
Notice is hereby given that a Special Meeting of Stockholders of Objective
Communications, Inc. (the "Company") will be held at the Company's headquarters,
located at 50 International Drive, Portsmouth, New Hampshire 03801, on April ,
1999 at 10:00 a.m., local time, for the following purposes:
1. To consider and vote upon a proposal to amend the Second Amended
and Restated Certificate of Incorporation of the Company to effect a one
share for seven shares reverse stock split of the Company's issued and
outstanding shares of common stock, par value $.01 per share (the "Common
Stock"), and to amend and restate the Company's existing Certificate of
Incorporation to read as set forth on Exhibit A; and
2. To transact such other business as may properly come before Special
Meeting of Stockholders or any adjournment thereof.
Only holders of record of Common Stock of the Company at the close of
business on February 16, 1999 will be entitled to notice of, and to vote at, the
Special Meeting of Stockholders or any adjournment or postponement thereof.
Stockholders of record can vote their shares by using the Internet or the
telephone. Instructions for using these convenient services are set forth on the
enclosed proxy card. Of course, you also may vote your shares by marking your
vote on the enclosed proxy card, signing and dating it, and mailing it in the
enclosed envelope.
By Order of the Board of Directors,
Robert H. Emery
Secretary
Dated: March , 1999
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE VOTE BY USING THE INTERNET, THE TELEPHONE OR BY SIGNING AND DATING THE
ENCLOSED PROXY AND MAILING IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
<PAGE> 3
OBJECTIVE COMMUNICATIONS, INC.
50 INTERNATIONAL DRIVE
PORTSMOUTH, NEW HAMPSHIRE 03801
------------------------
SPECIAL MEETING OF STOCKHOLDERS
APRIL , 1999
------------------------
PROXY STATEMENT
------------------------
GENERAL INFORMATION
PROXY SOLICITATION
This proxy statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors of Objective
Communications, Inc. (the "Company") for use at a Special Meeting of
Stockholders, or an adjournment or postponement of the special meeting (the
"Special Meeting"), to be held at the Company's headquarters, located at 50
International Drive, Portsmouth, New Hampshire 03801, on April , 1999, at
10:00 a.m., local time. The purpose of the Special Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Special Meeting.
The Company will pay the costs of all proxy solicitation. In addition to
the solicitation of proxies by use of the mails, officers and other employees of
the Company may solicit proxies by personal interview, telephone and facsimile.
None of these individuals will receive compensation for such services, which
will be performed in addition to their regular duties. The Company also has made
arrangements with brokerage firms, banks, nominees and other fiduciaries to
forward proxy solicitation material for shares held of record by them to the
beneficial owners of such shares. The Company will reimburse such persons for
their reasonable out-of-pocket expenses in forwarding such material. The Company
also may retain a proxy soliciting firm to assist in the collection of proxies
and the solicitation of proxies by personal interview, telephone, facsimile and
telegram. It is expected that, if a proxy soliciting firm is retained, the fees
for such firm will not exceed $10,000, plus reimbursement of out-of-pocket
expenses.
A list of the stockholders entitled to vote at the Special Meeting of
Stockholders will be open to the examination of any stockholder, for any purpose
germane to the meeting, for ten days prior to the meeting at the Company's
corporate offices located at 50 International Drive, Portsmouth, New Hampshire
03801.
This proxy statement and the enclosed proxy are first being mailed to the
Company's stockholders on or about March , 1999.
VOTING AND REVOCABILITY OF PROXIES
A proxy for use at the Special Meeting and a return envelope are enclosed.
The shares can be voted by signing and returning the proxy, over the Internet,
or by calling a specially designated telephone number. These new Internet and
telephone voting procedures are designed to authenticate stockholders'
identities, to allow stockholders to provide their voting instructions, and to
confirm that their instructions have been recorded properly. The Company has
been advised by competent counsel that the procedures which have been put in
place are consistent with the requirements of applicable law. Specific
instructions for stockholders of record who wish to use the Internet or
telephone voting procedures are set forth on the enclosed proxy card.
Shares of common stock, par value $0.01 per share (the "Common Stock"), of
the Company outstanding as of the record date for the Special Meeting and
represented by a properly executed proxy (including a proxy via the Internet or
by telephone), if such proxy is timely received and not revoked, will be voted
at the Special Meeting in accordance with the instructions indicated in such
proxy. If no instructions are indicated, such shares will be voted "FOR" the
proposal to amend the Company's Second Amended and Restated Certificate of
Incorporation to effect the one share for seven shares reverse stock split.
Discretionary authority is provided
2
<PAGE> 4
in the proxy as to any matters not specifically referred to therein. Management
is not aware of any other matters that are likely to be brought before the
Special Meeting. If any such matters properly come before the Special Meeting,
however, the persons named in the proxy are fully authorized to vote thereon in
accordance with their judgment and discretion.
A stockholder who has given a proxy (including a proxy via the Internet or
by telephone) may revoke it at any time prior to its exercise at the Special
Meeting by (1) giving written notice of revocation to the Secretary of the
Company, (2) properly submitting to the Company a duly executed proxy (including
a proxy via the Internet or by telephone) bearing a later date or (3) voting in
person at the Special Meeting. All written notices of revocation or other
communications with respect to revocation of proxies should be addressed as
follows: Objective Communications, Inc., 50 International Drive, Portsmouth, New
Hampshire 03801, Attention: Corporate Secretary.
VOTING PROCEDURE
All holders of record of the Common Stock of the Company at the close of
business on February 16, 1999 (the "Record Date") will be eligible to vote at
the Special Meeting. Each holder of Common Stock is entitled to one vote at the
Special Meeting for each share of Common Stock held by such stockholder. As of
February 16, 1999, there were 6,881,035 shares of Common Stock outstanding. As
of that date, there were also issued and outstanding 209,091 shares of Series B
5% Cumulative Convertible Preferred Stock, par value $.01 per share (the "Series
B Preferred Stock"). Holders of shares of Series B Preferred Stock are not
entitled to notice of or to vote at the Special Meeting.
The presence, in person or by proxy (including a proxy via the Internet or
by telephone), of a majority of the outstanding shares of Common Stock entitled
to vote will constitute a quorum for the transaction of business. Votes cast in
person or by proxy, abstentions and broker non-votes (as hereinafter defined)
will be tabulated by the inspectors of election and will be considered in the
determination of whether a quorum is present at the Special Meeting. The
inspectors of election will treat shares represented by executed proxies which
abstain as shares that are present and entitled to vote for purposes of
determining the approval of such matter. If, with respect to any shares, a
broker or other nominee submits a proxy indicating that instructions have not
been received from the beneficial owners or the persons entitled to vote and
that such broker or other nominee does not have discretionary authority to vote
such shares (a "broker non-vote"), those shares will not be treated as present
and entitled to vote for purposes of determining whether the matter is approved.
SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Common Stock of the Company as of February 16, 1999, by (i) all
persons known by the Company to beneficially own 5% or more of the outstanding
shares of Common Stock, (ii) each then current director of the Company, and
(iii) all current directors and executive officers of the Company, as a group.
On March 10, 1999, Mr. Richard S. Friedland was elected to the Board of
Directors. Mr. Friedland is not included in the table below, because he did not
serve as a director of the Company on that date. Mr. Friedland does not
currently nor on February 16, 1999 did he beneficially own any Common Stock of
the Company. Unless otherwise noted, each stockholder named has sole voting and
investment power with respect to such shares, subject to community property laws
where applicable.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERSHIP CLASS(1)
-------------------- ----------
<S> <C> <C>
Anthony M. Agnello(2)....................................... 4,133 *%
James F. Bunker(3).......................................... 90,000 *
Eugene R. Cacciamani(4)..................................... 34,400 *
Marc S. Cooper(5)........................................... 246,900 3.5
Steven A. Rogers(6)......................................... 989,917 14.3
John B. Torkelsen(7)........................................ 497,333 7.0
All directors and executive officers as a group (10
persons)(8)............................................... 1,989,384 26.2%
</TABLE>
3
<PAGE> 5
- ---------------
* Less than one percent
(1) Applicable percentage of ownership is based on 6,881,035 shares of Common
Stock outstanding as of February 16, 1999. Beneficial ownership is
determined in accordance with rules of the Securities and Exchange
Commission (the "Commission"). For each beneficial owner, shares of Common
Stock subject to options or conversion rights exercisable within 60 days of
the date of this proxy are deemed outstanding.
(2) The address of Mr. Agnello is 2540 Route 130, Cranbury, New Jersey 08512.
Mr. Agnello was elected as a member of the Board of Directors pursuant to a
voting agreement among the Company, Mr. Rogers, Applewood Associates, L.P.
("Applewood") and Acorn Technology Partners, L.P. ("Acorn"). Consists of
4,133 shares of Common Stock issuable upon exercise of options.
(3) The address of Mr. Bunker is c/o Objective Communications, Inc., 50
International Drive, Portsmouth, New Hampshire 03801. Includes 50,000 shares
of Common Stock issuable upon the exercise of options and 40,000 shares of
Common Stock purchased in the February 1999 private placement by a limited
partnership controlled by Mr. Bunker. Excludes any shares of Common Stock
that may be acquired upon conversion of the outstanding 5% Convertible
Debentures due 2003 of the Company (the "5% Convertible Debentures"), of
which Mr. Bunker beneficially owns, through a limited partnership that he
controls, $25,000 original principal amount.
(4) The address of Dr. Cacciamani is 10100 New London Drive, Potomac, Maryland
20854. Includes 24,400 shares of Common Stock issuable upon exercise of
options. Excludes any shares of Common Stock issuable upon conversion of the
outstanding 5% Convertible Debentures, of which Mr. Cacciamani owns $10,000
original principal amount.
(5) The address of Mr. Cooper is 888 Seventh Avenue, 17th Floor, New York, New
York 10019. Consists of 180,000 shares of Common Stock that may be acquired
upon exercise of an option that is currently exercisable (the "Barington
Option") and 66,900 shares of Common Stock issuable upon the exercise of
other options. Excludes any shares of Common Stock issuable upon conversion
of the outstanding 5% Convertible Debentures, of which Mr. Cooper owns
$25,000 original principal amount. The Barington Option is held by Barington
Capital Group, L.P. ("Barington") and was granted by the Company in
connection with the initial public offering of the Company's Common Stock in
April 1997. Mr. Cooper also is a stockholder in LNA Capital Corp., the
corporate general partner of Barington. Includes options to acquire 27,000
shares of Common Stock which Cross Connect, L.L.C. has the right to acquire
under certain conditions. Cross Connect, L.L.C. is not affiliated with
Barington or Mr. Cooper, and Mr. Cooper disclaims beneficial ownership of
the 27,000 shares of Common Stock that may be acquired upon exercise of such
options.
(6) The address of Mr. Rogers is c/o Objective Communications, Inc., 50
International Drive, Portsmouth, New Hampshire 03801. All of the shares of
Common Stock owned by Mr. Rogers are pledged to Merrill Lynch Credit
Corporation to secure certain obligations. Includes 16,666 shares of Common
Stock issuable upon exercise of warrants, and 43,335 shares of Common Stock
issuable upon exercise of options.
(7) The address of Mr. Torkelsen is 240 Library Place, Princeton, New Jersey
08540. Includes (i) 4,133 shares of Common Stock issuable upon the exercise
of options; (ii) 280,580 shares of Common Stock beneficially owned by
Princeton Venture Research, Inc. ("PVR"), of which Mr. Torkelsen is the
President and majority stockholder, and which are pledged to BT Alex. Brown
to secure certain obligations; (iii) 107,620 shares of Common Stock that may
be acquired upon the exercise of warrants beneficially owned by PVR; (iv)
100,000 shares of Common Stock that may be acquired upon the exercise of
warrants beneficially owned by Acorn Technology Fund, L.P., of which Mr.
Torkelsen is the general partner and which are currently held in escrow
pending a financial settlement with a financial institution; and (v) 5,000
shares of Common Stock that may be acquired upon the exercise of warrants
beneficially owned by Pamela Torkelsen. Mr. Torkelsen disclaims beneficial
ownership of the warrants owned by Mrs. Torkelsen.
(8) Includes 713,888 shares of Common Stock issuable to executive officers and
directors upon exercise of options and warrants.
4
<PAGE> 6
APPROVAL OF AMENDMENTS TO SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO EFFECT REVERSE STOCK SPLIT
(PROPOSAL NO. 1)
Stockholders of the Company are being asked to consider and vote upon a
proposal to amend the Second Amended and Restated Certificate of Incorporation
of the Company (the "Existing Certificate of Incorporation"), to adopt
amendments to effectuate a one share for seven shares reverse stock split in the
issued and outstanding shares of Common Stock. Upon the approval of this
Proposal No. 1 by the stockholders of the Company, the Existing Certificate of
Incorporation will be amended and restated to read in the form of the Third
Amended and Restated Certificate of Incorporation attached hereto as Exhibit A.
The Board of Directors has approved the proposal to effect a one share for seven
shares reverse stock split in the Company's issued and outstanding Common Stock,
and directed that the proposal be submitted to the stockholders for approval.
The proposal to amend the Existing Certificate of Incorporation to amend and
restate Article Fifth relating to the Company's Common Stock to effectuate a one
share for seven shares reverse stock split is referred to in this Proxy
Statement as the "Reverse Stock Split."
Except for any changes as a result of the repurchase by the Company of
fractional shares, each stockholder of the Company will hold the same percentage
of Common Stock outstanding immediately following the Reverse Stock Split as
each stockholder did immediately prior to the Reverse Stock Split. If approved
by the stockholders of the Company as provided in this Proxy Statement, the
proposed amendments to the Existing Certificate of Incorporation and the Reverse
Stock Split will be effected by the amendment and restatement of the Existing
Certificate of Incorporation to read in the form attached to this Proxy
Statement as Exhibit A (the "Amended and Restated Certificate of
Incorporation"). Subject to the receipt of the requisite stockholder approval,
the Amended and Restated Certificate of Incorporation and the Reverse Stock
Split would be effective on the date on which the Amended and Restated
Certificate of Incorporation is filed with the Secretary of State of the State
of Delaware (the "Effective Date"), which is expected to occur promptly
following the Special Meeting. A copy of the Amended and Restated Certificate of
Incorporation is attached to this Proxy Statement as Exhibit A and incorporated
into this Proxy Statement by this reference. The discussion of the proposed
amendments to Article Fifth of the Existing Certificate of Incorporation, the
Reverse Stock Split and the Amended and Restated Certificate of Incorporation
are qualified by reference to the text of the Amended and Restated Certificate
of Incorporation. You are encouraged to read the Amended and Restated
Certificate of Incorporation in its entirety.
At the Effective Date, each seven shares of Common Stock issued and
outstanding will automatically and without further action by the Board of
Directors or stockholders of the Corporation, be reclassified and converted into
one share of Common Stock. Fractional shares will not be issued as a result of
the Reverse Stock Split, but will be repurchased by the Company for cash at the
current fair market value of the fractional share interest. The cash payment for
the fractional share interest will be calculated by multiplying the fractional
share by the fair market value per share of Common Stock, which will be the
closing sale price per share of Common Stock on the Nasdaq National Market (or
any other listing or quotation system on which the shares of Common Stock are
then listed or quoted) on the business day prior to the Effective Date.
If the proposal to amend the Existing Certificate of Incorporation to
effect the Reverse Stock Split and to adopt the Amended and Restated Certificate
of Incorporation is approved by the requisite vote of the stockholders of the
Company, the Company intends to file the Amended and Restated Certificate of
Incorporation promptly with the Secretary of State of the State of Delaware.
However, notwithstanding the approval of the proposal by the stockholders of the
Company, the Board of Directors of the Company may elect not to file, or to
delay the filing of, the Amended and Restated Certificate of Incorporation if
the Board of Directors determines that filing the Amended and Restated
Certificate of Incorporation would not be in the best interests of the Company
and its stockholders. In addition, the Board is authorized to make any changes
to the proposed amendments to the Existing Certificate of Incorporation that it
determines to be necessary to give effect to the intent and purposes of the
Reverse Stock Split proposal.
5
<PAGE> 7
REASONS FOR THE REVERSE STOCK SPLIT
The Company has entered into a letter of intent with Southeast Research
Partners, Inc. ("SERP") dated January 14, 1999 (the "Letter of Intent") relating
to, among other things, a proposed public offering by the Company of shares of
its Common Stock in an offering for which SERP would act as the managing
underwriter (the "SERP Offering"). It is a condition to SERP proceeding with the
SERP Offering that the Company have effected a one share for seven shares
reverse stock split of its issued and outstanding Common Stock. The primary
purpose of the Reverse Stock Split is to satisfy the condition. The Reverse
Stock Split will combine the issued and outstanding shares of Common Stock, so
it is anticipated that the principal effect of the Reverse Stock Split will be
to significantly increase the market price per share of the Common Stock after
giving effect to the Reverse Stock Split, as compared with the market price per
share of the Common Stock outstanding before giving effect to the Reverse Stock
Split. The Company believes that a significant increase in the price per share
of the Common Stock will facilitate the SERP Offering. However, even if the
Reverse Stock Split is effected, the completion of the SERP Offering also is
subject to a number of other conditions and uncertainties many of which are
beyond the Company's control, including economic and market conditions. The
Company therefore cannot provide you with any assurance that the SERP Offering
will be completed, or if completed, the timing of the SERP Offering or the gross
proceeds that will be received by the Company from the SERP Offering.
The Board of Directors believes that the SERP Offering is in the best
interests of the Company and its stockholders. The Company requires additional
financing to fund operations. At December 31, 1998, the Company had essentially
no cash remaining from which to fund operations. In early February, the Company
consummated a private placement of 28.5 units, each unit consisting of a
$100,000 unsecured negotiable promissory note and 40,000 shares of Common Stock,
resulting in gross proceeds to the Company of $2,850,000. However, the Company
estimates that the net proceeds from the private placement are sufficient to
fund the Company's operations for only three months. If the Company is not able
to complete the SERP Offering or to obtain alternative sources of financing, the
Company will be forced to consider alternative methods of maximizing shareholder
value, which could include sales of the Company's assets, a sale of the Company,
workout alternatives or bankruptcy.
The Company also believes that the current low price per share at which the
Company's Common Stock is trading reduces the marketability of the Common Stock
because certain brokerage firms are reluctant to recommend low-priced stock to
their clients. Investors may view low-priced stock as unattractive, more risky
or more volatile than alternative investments. In addition, certain brokerage
houses have policies and practices that discourage individual brokers within
those firms from dealing in lower priced stocks. These policies and practices
pertain, among other things, to payment of brokerage commissions and to
time-consuming procedures that function to cause lower priced stocks to be less
attractive to brokers from an economic point of view. In addition, since
brokerage commissions on lower priced stocks represent a higher percentage of
the stock price than commissions on higher priced stocks, the current price per
share of the Common Stock may result in individual stockholders paying higher
per share transaction costs. The Board of Directors also believes that the
Reverse Stock Split will enhance the Company's flexibility in the future for
financing and capitalization needs. The Company cannot assure you that the
Reverse Stock Split will have any of the foregoing effects.
For the reasons set forth above, the Board of Directors of the Company
believes that the Reverse Stock Split is in the best interests of the Company
and its stockholders. However, the Company cannot assure you that the Reverse
Stock Split will have the desired consequences. The Company anticipates that,
following consummation of the Reverse Stock Split, the Common Stock will trade
at a price per share that is significantly higher than the current market price
per share of the Common Stock. THERE CAN BE NO ASSURANCE THAT THE TOTAL MARKET
CAPITALIZATION OF THE COMMON STOCK AFTER THE PROPOSED REVERSE STOCK SPLIT WILL
BE EQUAL TO THE TOTAL MARKET CAPITALIZATION BEFORE THE PROPOSED REVERSE STOCK
SPLIT OR THAT THE MARKET PRICE FOLLOWING THE REVERSE STOCK SPLIT WILL EITHER
EXCEED OR REMAIN IN EXCESS OF THE CURRENT MARKET PRICE. IN MANY CASES, THE TOTAL
MARKET CAPITALIZATION OF A COMPANY FOLLOWING A REVERSE STOCK SPLIT IS LOWER, AND
MAY
6
<PAGE> 8
BE SUBSTANTIALLY LOWER, THAN THE TOTAL MARKET CAPITALIZATION BEFORE THE REVERSE
STOCK SPLIT.
THIS PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES PROPOSED TO BE SOLD BY THE
COMPANY IN THE SERP OFFERING, WHICH WILL BE MADE BY MEANS OF A PROSPECTUS
RELATING TO THOSE SECURITIES.
A REGISTRATION STATEMENT RELATING TO THE SECURITIES PROPOSED TO BE SOLD BY
THE COMPANY IN THE SERP OFFERING HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION BUT HAS NOT YET BECOME EFFECTIVE. THE SECURITIES PROPOSED TO BE SOLD
BY THE COMPANY IN THE SERP OFFERING MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE
ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROXY STATEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY
OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
A PROSPECTUS MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT
OF 1933, AS AMENDED, MAY BE OBTAINED FROM: SOUTHEAST RESEARCH PARTNERS, INC.,
ONE STATE STREET PLAZA, NEW YORK, NEW YORK 10004, TELEPHONE: (212) 509-3800.
EFFECTS OF THE REVERSE STOCK SPLIT PROPOSAL
After the effectiveness of the Reverse Stock Split, each stockholder will
own 14.3% of the number of shares of Common Stock as such stockholder owned
prior to the Reverse Stock Split, but will own the same percentage of the
outstanding shares of Common Stock of the Company, except that the Company will
repurchase fractional share interests at the then current fair market value.
Each stockholder of the Company immediately prior to the Reverse Stock Split
will continue to be a stockholder of the Company after the Reverse Stock Split,
except that the Company will repurchase all of the fractional share interests
received in the Reverse Stock Split. Accordingly, stockholders holding fewer
than seven shares of Common Stock will no longer be stockholders of the Company
after the Reverse Stock Split. The number of shares of Common Stock that may be
purchased upon the exercise or conversion of outstanding options, warrants, and
other securities convertible into or exchangeable for shares of Common Stock of
the Company (collectively, the "Convertible Securities") and the per share
exercise or conversion price per share will be adjusted appropriately so that,
as of the Effective Date, the aggregate number of shares of Common Stock
issuable in respect of Convertible Securities immediately following the
Effective Date will be approximately 14.3% of the number issuable in respect
thereof immediately prior to the Effective Date and the aggregate exercise and
conversion prices thereunder will remain unchanged.
As a result of the Reverse Stock Split, certain stockholders may own "odd
lots" of fewer than one hundred (100) shares of Common Stock. Brokerage
commissions and other costs of transactions in fewer than odd lots may be higher
than for odd lot transactions, particularly on a per-share basis.
The par value of the Common Stock of $.01 per share will remain unchanged
as a result of the Reverse Stock Split. The number of outstanding shares of
Common Stock will be reduced by 85.7% and by such additional number to account
for the repurchase by the Company of fractional share interests that otherwise
would result from the Reverse Stock Split. Accordingly, the aggregate par value
of the issued and outstanding shares of Common Stock, and the paid-in capital
associated with the Common Stock, will be reduced, and the paid-in surplus
(capital paid in excess of the par value) will be increased in a corresponding
amount for statutory and accounting purposes. The Reverse Stock Split will not
have any affect on the Company's current
7
<PAGE> 9
Accumulated Stockholders' Deficit. If the Reverse Stock Split is effected, all
share and per share information in the Company's financial statements will be
retroactively adjusted following the Effective Date to reflect the Reverse Stock
Split for all periods presented in future filings with the Securities and
Exchange Commission and the Nasdaq Stock Market.
EXCHANGE OF STOCK CERTIFICATES; NO FRACTIONAL SHARES
If the Reverse Stock Split is approved by the stockholders of the Company,
the combination and reclassification of shares of Common Stock pursuant to the
Reverse Stock Split will occur on the Effective Date automatically and without
any further action on the part of the stockholders and regardless of the date on
which the certificates representing the share of Common Stock are physically
surrendered to the Company for exchange. Every seven issued and outstanding
shares of Common Stock would be converted and reclassified into one share of
Common Stock in the Reverse Stock Split, and any fractional share interests
resulting from such reclassification and combination would be repurchased by the
Company for cash at a price equal to the fair market value of the Common Stock
multiplied by such fractional share interest. The "fair market value" of the
Common Stock means the closing price per share as reported on the Nasdaq
National Market (or on such other quotation system or exchange on which the
Common Stock is then quoted or listed for trading) on the business day
immediately preceding the Effective Date.
As soon as practicable after the Effective Date, transmittal forms will be
mailed to each holder of record of Common Stock for use in forwarding to the
Company stock certificates for surrender and exchange for certificates
representing the number of shares of Common Stock to which such holder is
entitled and the cash payment (to be paid by check) for any fractional share
interest. The transmittal forms will be accompanied by instructions specifying
the details of the exchange. Upon receipt of the transmittal form, each
stockholder should surrender the certificates representing shares of Common
Stock prior to the effectiveness of the Reverse Stock Split, in accordance with
the applicable instructions. Each holder who surrenders certificates will
receive new certificates representing the whole number of shares of Common Stock
to which such holder is entitled as a result of the Reverse Stock Split, and a
check for the cash payment to which such holder is entitled as a result of the
repurchase by the Company of fractional share interests, if any.
STOCKHOLDERS SHOULD NOT SEND THEIR STOCK CERTIFICATES UNTIL THEY RECEIVE A
TRANSMITTAL FORM FROM THE COMPANY.
As of the Effective Date, each certificate representing shares of Common
Stock outstanding prior to the Effective Date (an "existing certificate") will
be deemed canceled and, for all corporate purposes, will be deemed only to
evidence ownership of the number of shares of Common Stock into which the shares
of Common Stock evidenced by such existing certificates have been converted by
the Reverse Stock Split.
FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material federal income tax consequences
of the Reverse Stock Split to stockholders of the Company. The following summary
discussion is based upon the Internal Revenue Code of 1986 (the "Code"),
Treasury regulations thereunder, judicial decisions, and current administrative
rulings and practices, all as in effect on the date hereof and all of which
could be repealed, overruled, or modified at any time, possibly with retroactive
effect. There can be no assurance that such changes will not adversely affect
the matters discussed in this summary. No ruling from the Internal Revenue
Service ("IRS") with respect to the matters discussed herein has been requested,
and there is no assurance that the IRS would agree with the conclusions set
forth in this discussion.
This discussion may not address certain federal income tax consequences
that may be relevant to particular stockholders in light of their personal
circumstances or to certain types of stockholders (such as dealers in
securities, insurance companies, foreign individuals and entities, financial
institutions, and tax-exempt entities) who may be subject to special treatment
under the federal income tax laws. This discussion also does not address any tax
consequences under state, local or foreign laws.
8
<PAGE> 10
STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR
TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT.
The Company believes that the Reverse Stock Split will qualify as a
"recapitalization" under Section 368(a)(1)(E) of the Code and as a
stock-for-stock exchange under Section 1036(a) of the Code. As a result, the
Company believes that no gain or loss should be recognized by a stockholder in
the Reverse Stock Split, except with respect to any cash received in lieu of
fractional share interests. The aggregate tax basis of the shares of Common
Stock held by a stockholder following the Reverse Stock Split will equal the
stockholder's aggregate basis in the Common Stock held immediately prior to the
Reverse Stock Split. Generally, the aggregate tax basis will be allocated among
the shares of Common Stock held following the Reverse Stock Split on a pro rata
basis. Stockholders who have used the specific identification method to identify
their basis in shares of Common Stock combined in the Reverse Stock Split should
consult their own advisers to determine their basis in the shares of Common
Stock received in exchange in the Reverse Stock Split. Shares of Common Stock
received should have the same holding period as the Common Stock surrendered.
Each stockholder who receives cash, if any, in lieu of fractional share
interests will recognize capital gain or loss equal to the difference between
the amount of cash received and the stockholder's tax basis allocable to such
fractional shares.
This summary is provided for general information only and does not purport
to address all aspects of the possible federal income tax consequences of the
Reverse Stock Split and is not intended as tax advice to any person. Each
stockholder should consult his or her tax advisor regarding the specific tax
consequences of the proposed transaction to such stockholder, including the
application and effect of state, local and foreign income and other tax laws. It
is the responsibility of each stockholder to obtain and rely on advice from his
or her personal tax advisor with respect to the effect of the Reverse Stock
Split on his or her personal tax situation; the effect of possible future
legislation and regulations; and the reporting of information required in
connection with the Reverse Stock Split on his or her own tax returns. It also
will be the responsibility of each stockholder to prepare and file appropriate
tax returns.
VOTE REQUIRED
The adoption of the proposed amendment to Article Fifth of the Existing
Certificate of Incorporation of the Company to effectuate the Reverse Stock
Split and the amendment and restatement of the Existing Certificate of
Incorporation to read in the form of the Amended and Restated Certificate of
Incorporation attached hereto as Exhibit A, requires the approval of the
affirmative vote of not less than a majority of the votes entitled to be cast by
all shares of Common Stock issued and outstanding on the Record Date.
If the proposed amendment to Article Fifth of the Restated Certificate of
Incorporation is approved by the stockholders, it will become effective upon
filing and recordation of a Certificate of Amendment with the Secretary of State
of the State of Delaware as required by the DGCL. IF THE PROPOSAL TO AMEND THE
RESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE THE REVERSE STOCK SPLIT IS
NOT APPROVED, THE REVERSE STOCK SPLIT WILL NOT BE IMPLEMENTED. IF THE REVERSE
STOCK SPLIT IS NOT EFFECTED, THE COMPANY ANTICIPATES THAT IT WILL BE UNABLE TO
PROCEED WITH THE SERP OFFERING AND HAS NOT IDENTIFIED ANY ALTERNATIVE SOURCES OF
FINANCING AVAILABLE TO IT. The effect of an abstention or a broker non-vote will
have the effect of a vote against the proposal.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED AMENDMENT TO
ARTICLE FIFTH OF THE EXISTING CERTIFICATE OF INCORPORATION TO EFFECT THE REVERSE
STOCK SPLIT AND TO AMEND AND RESTATE THE EXISTING CERTIFICATE OF INCORPORATION
TO READ AS SET FORTH ON EXHIBIT A.
9
<PAGE> 11
OTHER MATTERS
The Company knows of no other matters to be submitted at the Special
Meeting. If any other matters properly come before the Special Meeting, it is
the intention of the persons named in the proxy card to vote the shares they
represent as the Board of Directors may recommend.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
The date by which stockholder proposals must have been received in order to
be included in the Company's proxy statement relating to its Annual Meeting of
Stockholders for the year ended December 31, 1998, has passed. Accordingly, no
further stockholder proposals should be submitted to the Company for inclusion
in the proxy materials for the Company's next Annual Meeting of Stockholders,
expected to be held in May of this year.
By Order of the Board of Directors,
Robert H. Emery,
Secretary
Dated: March , 1999
STOCKHOLDERS ARE REMINDED THAT SHARES CANNOT BE VOTED UNLESS THE SIGNED PROXY IS
RETURNED, SHARES ARE VOTED OVER THE INTERNET OR BY TELEPHONE OR OTHER
ARRANGEMENTS ARE MADE TO HAVE THE SHARES REPRESENTED AT THE MEETING.
10
<PAGE> 12
EXHIBIT A
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
OBJECTIVE COMMUNICATIONS, INC.
The undersigned, a natural person, for the purpose of conducting the
business and promoting the purposes hereinafter stated, under the provisions and
subject to the requirements of the laws of the State of Delaware (particularly
Chapter 1, Title 8 of the Delaware Code, as amended, and referred to as the
"General Corporation Law of the State of Delaware"), hereby certifies that:
ARTICLE FIRST
NAME
The name of the corporation is: Objective Communications, Inc. (the
"Corporation").
ARTICLE SECOND
REGISTERED OFFICE AND REGISTERED AGENT
The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, Wilmington, Delaware, 19801, County of New
Castle, Delaware, and the name of the Corporation's registered agent in the
State of Delaware at such address is The Corporation Trust Company.
ARTICLE THIRD
PURPOSE
The purpose or purposes for which the Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized under the
General Corporation Law of the State of Delaware.
ARTICLE FOURTH
CAPITAL STOCK
The total number of shares which the Corporation shall have authority to
issue is thirty two million five hundred thousand (32,500,000) shares of capital
stock, of which thirty million (30,000,000) shares shall be Common Stock, par
value of $.01 per share, and two million five hundred thousand (2,500,000) shall
be Preferred Stock, par value $.01 per share.
ARTICLE FIFTH
COMMON STOCK
Each share of Common Stock of the Corporation, par value $0.01, that is
issued and outstanding on the date and at the time at which this Third Amended
and Restated Certificate of Incorporation (the "Amended Certificate") becomes
effective shall be and are, by means of the Amended Certificate, automatically
and without any further action on the part of the stockholders of the
Corporation converted into and reconstituted as 0.1428571 (one-seventh)
fully-paid and non-assessable shares of Common Stock of the Corporation, par
value $0.01, subject to the treatment of fractional interests as described
below, with a resultant simultaneous change in the amount of stated capital,
additional paid-in capital, and accumulated deficit of the Corporation. Each
holder of a certificate or certificates which, immediately prior to the
effective date of the Amended Certificate pursuant to and in accordance with the
General Corporation Law of the State of Delaware) (the "Effective Date"),
representing outstanding shares of Common Stock prior to the Effective Date
shall be entitled to receive a certificate representing the number of new shares
of Common Stock to which they shall be entitled as a result of the Amended
Certificate upon presentation of the certificate representing the
A-1
<PAGE> 13
outstanding shares prior to the Effective Date to the Corporation's transfer
agent for cancellation and exchange.
No scrip or fractional certificates will be issued upon such conversion and
reconstitution, and the number of shares of Common Stock issuable upon the
effectiveness of the Amended Certificate shall be rounded down to the nearest
whole share if a fractional share interest in a share of Common Stock would,
except for the provisions of the preceding sentence, be deliverable upon such
conversion and reconstitution, the Corporation shall pay an amount in cash equal
to the fair market value of such fractional interest to each holder of shares of
Common Stock to whom such fractional interest would have been deliverable, fair
market to be determined by multiplying the fractional interest by the closing
sale price per share of the Common Stock on the Nasdaq National Market (or such
other quotation or listing system on which the Common Stock may then be listed
or quoted) on the business day immediately preceding the Effective Date of the
reverse stock split. Such cash payment would be made upon the surrender to the
Corporation's transfer agent of stock certificates representing a fractional
share interest. The ownership of a fractional share interest in a share of
Common Stock will not give the holder thereof any voting, dividend or other
rights except the right to receive payment therefor as described herein.
Except as required by law, all shares of Common Stock shall be identical in
all respects and shall entitle the holders thereof to the same rights and
privileges, subject to the same qualifications, limitations and restrictions.
Except as required by law, the holders of shares of Common Stock shall be
entitled to one vote per share of Common Stock on all matters on which
stockholders of the Corporation have the right to vote.
ARTICLE SIXTH
PREFERRED STOCK
Section A. Preferred Stock. Shares of Preferred Stock may be issued from
time to time in one or more classes or series as the Board of Directors of the
Corporation (the "Board"), by resolution or resolutions, may from time to time
determine, each of such classes or series to be distinctly designated. The
voting powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations or restrictions thereof, if
any, of each such class or series may differ from those of any and all other
class or series of Preferred Stock at any time outstanding, and the Board is
hereby expressly granted authority to fix or alter, by resolution or
resolutions, the designation, number, voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions, of each such series, including, but without
limiting the generality of the foregoing, the following:
1. The distinctive designation of, and the number of shares of
Preferred Stock that shall constitute, such class or series, which
number (except where otherwise provided by the Board in the
resolution establishing such class or series) may be increased (but
not above the total number of shares of Preferred Stock) or
decreased (but not below the number of shares of such class or
series then outstanding) from time to time by like action of the
Board;
2. The rights in respect of dividends, if any, of such class or series
of Preferred Stock, the extent of the preference or relation, if
any, of such dividends to the dividends payable on any other class
or classes or any other series of the same or other class or
classes of capital stock of the Corporation, and whether such
dividends shall be cumulative or noncumulative;
3. The right, if any, of the holders of such class or series of
Preferred Stock to convert the same into, or exchange the same for,
shares of any other class or classes or of any other series of the
same or any other class or classes of capital stock of the
Corporation, and the terms and conditions of such conversion or
exchange;
4. Whether or not shares of such class or series of Preferred Stock
shall be subject to redemption, and the redemption price or prices
and the times at which, and the terms and conditions on which,
shares of such class or series of Preferred Stock may be redeemed;
A-2
<PAGE> 14
5. The rights, if any, of the holders of such class or series of
Preferred Stock upon the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation or in the event of any
merger or consolidation of or sale of assets by the Corporation;
6. The terms of any sinking fund or redemption or purchase account, if
any, to be provided for shares of such class or series of the
Preferred Stock;
7. The voting powers, if any, of the holders of any class or series of
Preferred Stock generally or with respect to any particular matter,
which may be less than, equal to or greater than one vote per
share, and which may, without limiting the generality of the
foregoing, include the right, voting as a class or series by itself
or together with the holders of any other class or classes or
series of Preferred Stock or all series of Preferred Stock as a
class, to elect one or more directors of the Corporation (which,
without limiting the generality of the foregoing, may include a
specified number or portion of the then-existing number of
authorized directorships of the Corporation) generally or under
such specific circumstances and on such conditions as shall be
provided in the resolution or resolutions of the Board adopted
pursuant thereto; and
8. Such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications,
limitations and restrictions thereof, as the Board shall determine.
Section B. Rights of Preferred Stock.
1. After the provisions with respect to preferential dividends on any
series of Preferred Stock (fixed in accordance with the provisions
of this Article Sixth), if any, shall have been satisfied and after
the Corporation shall have complied with all the requirements, if
any, with respect to redemption of, or the setting aside of sums as
sinking funds or redemption or purchase accounts with respect to,
any series of Preferred Stock (fixed in accordance with the
provisions of this Article Sixth), and subject further to any other
conditions that may be fixed in accordance with the provisions of
this Article Sixth, then and not otherwise, the holders of Common
Stock shall be entitled to receive such dividends as may be
declared from time to time by the Board.
2. In the event of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, after distribution in
full of the preferential amounts, if any, to be distributed to the
holders of Preferred Stock by reason thereof, the holders of Common
Stock shall, subject to the additional rights, if any (fixed in
accordance with the provisions of this Article Sixth), of the
holders of any outstanding shares of Preferred Stock, be entitled
to receive all of the remaining assets of the Corporation, tangible
or intangible, of whatever kind available for distribution to
stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively.
3. Except as may otherwise be required by law, and subject to the
provisions of such resolution or resolutions as may be adopted by
the Board pursuant to this Article Sixth granting the holders of
one or more series of Preferred Stock exclusive voting powers with
respect to any matter, each holder of Common Stock may have one
vote in respect to each share of Common Stock held on all matters
voted upon by the stockholders.
The number of authorized shares of Preferred Stock and each class of Common
Stock may, without a class or series vote, be increased or decreased from time
to time by the affirmative vote of the holders of shares having a majority of
the total number of votes which may be cast in the election of directors of the
Corporation by all stockholders entitled to vote in such an election, voting
together as a single class.
ARTICLE SEVENTH
DURATION
The Corporation is to have perpetual existence.
A-3
<PAGE> 15
ARTICLE EIGHTH
BYLAWS
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the Corporation is expressly authorized to make,
alter, or repeal the Bylaws of the Corporation.
ARTICLE NINTH
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented, indemnify and hold harmless any and all persons who it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those stockholders, or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in any other capacity while holding such office, and shall continue as
to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors, and administrators of such a person.
ARTICLE TENTH
BOARD OF DIRECTORS
Section A. Classified Board. The Board of Directors shall be divided into
three classes, as nearly equal in number as the then-authorized number of
directors constituting the Board permits, with the term of office of one class
expiring each year and with each director serving for a term ending at the third
annual meeting of stockholders following the annual meeting at which such
director was elected. One class of directors shall be initially elected for a
term expiring at the annual meeting of shareholders to be held in 1999, the
second class shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 2000 and the third class shall be
initially elected for a term expiring at the annual meeting of stockholders to
be held in 2001. Members of each class shall hold office until their successors
are elected and qualified. At each succeeding annual meeting of the stockholders
of the Corporation, the successors of the class of directors whose term expires
at the meeting shall be elected by a plurality vote of all votes cast at such
meeting to hold office for a term expiring at the annual meeting of stockholders
held in the third year following the year of their election. Any vacancy on the
Board resulting from the resignation or removal of a director may be filled by
the remaining members of the Board of Directors, and the director so chosen
shall hold office for the remainder of the full term of the resigning or removed
director's seat.
Section B. Vote Required for Modification of Classified Board. Any action
to amend or repeal this Article Tenth will require the affirmative vote of the
holders of 66 2/3% of the outstanding shares of Common Stock, voting together
as a single class, unless such action has been previously approved by a majority
vote of the full Board, in which case the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock entitled to vote thereon will
be sufficient to amend or repeal any provision of this Article Tenth.
ARTICLE ELEVENTH
LIMITATION ON DIRECTOR LIABILITY
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
any improper personal benefit. If the General Corporation Law of the State of
Delaware is amended after the filing of this Third Amended and Restated
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall
A-4
<PAGE> 16
be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware. No modifications or repeal of the
provisions of this Article Eleventh shall adversely affect any right or
protection of any director of the Corporation existing at the date of such
modification or repeal or create any liability or adversely affect any such
right or protection for any acts or omissions of such director occurring prior
to such modification or repeal.
ARTICLE TWELFTH
RIGHTS OF STOCKHOLDERS
From time to time any of the provisions of this Third Amended and Restated
Certificate of Incorporation may be amended, altered, or replaced, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Certificate of Incorporation are granted subject to the provisions of this
Article Twelfth.
IN WITNESS WHEREOF, this Third Amended and Restated Certificate of
Incorporation which restates and integrates and also amends the provisions of
the Certificate of Incorporation of the Corporation and which has been duly
adopted in accordance with Sections 242 and 245 of the General Corporation Law
of the State of Delaware, as the Corporation has received payment for its
capital stock, has been executed by its President and Chief Executive Officer
and the Secretary this ____day of ________, 1999.
Objective Communications, Inc.
By:
--------------------------------------
Name: James F. Bunker
Title: President and Chief Executive
Officer
Attest:
By:
--------------------------------------
Name: Robert H. Emery
Title: Secretary
A-5
<PAGE> 17
Please mark
your votes as [X]
indicated in
this example.
PROXY BY MAIL
The Board of Directors recommends that you vote FOR this proposal.
Item 1. To Approve the Amendment and Restatement FOR AGAINST ABSTAIN
of the Certificate of Incorporation to
implement a Reverse Stock Split. [ ] [ ] [ ]
Item 2. In their discretion, the proxies are authorized to vote upon such other
and further business as may properly come before the Special Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE
VOTED "FOR" THE PROPOSAL. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
IF YOU WISH TO VOTE ELECTRONICALLY PLEASE READ THE INSTRUCTIONS BELOW
COMPANY NUMBER:
PROXY NUMBER:
ACCOUNT NUMBER:
Signature_________________ Signature____________________ Date _________________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
VOTE BY TELEPHONE OR INTERNET
QUICK * * * EASY * * * IMMEDIATE
OBJECTIVE COMMUNICATIONS, INC.
- - YOU CAN NOW VOTE YOUR SHARES ELECTRONICALLY THROUGH THE INTERNET OR THE
TELEPHONE.
- - THIS ELIMINATES THE NEED TO RETURN THE PROXY CARD.
- - YOUR ELECTRONIC VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED, DATED AND RETURNED THE PROXY
CARD.
TO VOTE YOUR PROXY BY INTERNET
WWW.XXXXXXXX.COM
Have your proxy card in hand when you access the above website. You will be
prompted to enter the company number, proxy number and account number to create
an electronic ballot. Follow the prompts to vote your shares.
TO VOTE YOUR PROXY BY MAIL
Mark, sign and date your proxy card above, detach it and return it in the
postage-paid envelope provided.
TO VOTE YOUR PROXY BY PHONE
1-800-293-8533
Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter the company number, proxy number
and account number. Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE ABOVE CARD IF VOTED ELECTRONICALLY
<PAGE> 18
PROXY
OBJECTIVE COMMUNICATIONS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SPECIAL MEETING OF STOCKHOLDERS _______, 1999
The undersigned, a stockholder of Objective Communications, Inc., a Delaware
corporation (the "Company"), does hereby appoint Robert H. Emery and James F.
Bunker, and each of them, the true and lawful attorneys and proxies with full
power of substitution, for and in the name, place and stead of the undersigned,
to vote all of the shares of Common Stock of the Company which the undersigned
would be entitled to vote if personally present at the Special Meeting of
Stockholders of the Company (the "Special Meeting") to be held at the Company's
principal executive offices, located at 50 International Drive, Portsmouth, New
Hampshire 03801, on _______, _______, 1999 at 10:00 A.M., local time, or at any
adjournment or adjournments thereof.
(CONTINUED AND TO BE SIGNED AND DATED ON THE OTHER SIDE.)
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
