<PAGE>
________________________________________________________________________________
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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule14a-11(c) or Rule14a-12
PARAVANT INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
-------------------
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 No.: ___________________
(3) Filing Party: ___________________
(4) Date Filed: ___________________
________________________________________________________________________________
<PAGE>
PARAVANT INC.
1615A WEST NASA BOULEVARD
MELBOURNE, FLORIDA 32901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 23, 2000
Dear Shareholder:
On Thursday, March 23, 2000, Paravant Inc. will hold its 2000 Annual Meeting
of Shareholders at the Sheraton Gateway Hotel Atlanta Airport, 1900 Sullivan
Road, College Park, Georgia 30337. The meeting will begin at 9:00 a.m., Eastern
Time.
We are holding this meeting to:
1. Elect seven (7) directors to hold office until the next Annual
Meeting of Shareholders and until their respective successors are
duly elected and qualified; and
2. Attend to other business properly presented at the meeting.
Your Board of Directors has selected January 17, 2000 as the record date for
determining shareholders entitled to vote at the meeting.
THIS PROXY STATEMENT, PROXY CARD AND PARAVANT'S 1999 ANNUAL REPORT TO
SHAREHOLDERS ARE BEING MAILED ON OR ABOUT JANUARY 26, 2000. EACH SHAREHOLDER,
EVEN THOUGH HE OR SHE MAY NOT PLAN TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO
SIGN AND DATE THE ENCLOSED PROXY CARD AND TO RETURN IT WITHOUT DELAY IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
By Order of the Board of Directors,
WILLIAM R. CRAVEN
President, Chief Operating Officer and
Secretary
Melbourne, Florida
January 24, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
QUESTIONS AND ANSWERS....................................... 1
PROPOSALS YOU MAY VOTE ON................................... 2
Proposal 1. Election of Directors....................... 2
STOCK OWNERSHIP............................................. 4
Section 16(a) Beneficial Ownership Reporting
Compliance............................................. 5
DIRECTORS AND EXECUTIVE OFFICERS............................ 5
EXECUTIVE COMPENSATION...................................... 7
Summary Compensation Table.............................. 7
Option Grants During Fiscal Year 1999................... 8
Agggregated Option Exercises During Fiscal Year 1999 and
Fiscal Year End Option Values......................... 8
Incentive Stock Option Plan............................. 9
Description of Employment Agreements, Severance
Arrangements and
Change of Control Arrangements........................ 10
CERTAIN TRANSACTIONS........................................ 11
LEGAL PROCEEDINGS........................................... 12
INFORMATION CONCERNING INDEPENDENT AUDITORS................. 12
SHAREHOLDER PROPOSALS....................................... 12
OTHER MATTERS............................................... 12
ANNUAL REPORT............................................... 12
</TABLE>
<PAGE>
QUESTIONS AND ANSWERS
Q: WHY DID YOU SEND ME THIS PROXY STATEMENT?
A: We sent this proxy statement and the enclosed proxy card because Paravant's
Board of Directors is soliciting your proxy to vote your shares at Paravant's
2000 Annual Meeting of Shareholders. This proxy statement summarizes
information that we are required to provide to you under the rules of the
Securities and Exchange Commission ('SEC') and which is designed to assist
you in voting.
Q: WHEN IS THE ANNUAL MEETING AND WHERE WILL IT BE HELD?
A: The Annual Meeting will be held on Thursday, March 23, 2000, at 9:00 a.m. at
the Sheraton Gateway Hotel Atlanta Airport, 1900 Sullivan Road, College Park,
Georgia 30337.
Q: WHAT MAY I VOTE ON?
A: The election of seven directors to hold office until the next Annual Meeting
of Shareholders.
Q: HOW DOES PARAVANT'S BOARD OF DIRECTORS RECOMMEND I VOTE ON THE PROPOSAL?
A: Paravant's Board recommends a vote FOR the proposal.
Q: WHO IS ENTITLED TO VOTE?
A: Only those who owned Paravant common stock at the close of business on
January 17, 2000 (the 'Record Date') are entitled to vote at the Annual
Meeting.
Q: HOW DO I VOTE?
A: You may vote your shares either in person or by proxy. Whether you plan to
attend the meeting and vote in person or not, we urge you to complete the
enclosed proxy card and return it promptly in the enclosed envelope. If you
return your signed proxy card but do not mark the boxes showing how you wish
to vote, your shares will be voted FOR the proposal. You have the right to
revoke your proxy at any time before the meeting by: (1) notifying Paravant's
Corporate Secretary; (2) voting in person; or (3) returning a later-dated
proxy card.
Q: HOW MANY SHARES CAN VOTE?
A: As of the Record Date, 17,616,174 shares of Paravant's common stock were
issued and 17,522,270 shares of Paravant's common stock were outstanding.
Every Paravant shareholder is entitled to one vote for each share of common
stock held on the Record Date.
Q: WHAT IS A 'QUORUM'?
A: A 'quorum' is a majority of the outstanding shares of Paravant's common
stock. The shares may be present at the meeting or represented by proxy.
There must be a quorum for the meeting to be held. If you submit a properly
executed proxy card, even if you abstain from voting, you will be considered
part of the quorum. Broker 'non-votes' (proxies received from brokers or
other nominees indicating that they have not received voting instructions
from the beneficial owner or the matter for which the brokers or nominees do
not have discretionary authority) will be treated as shares present, but not
voting.
Q: HOW WILL VOTING ON ANY OTHER BUSINESS BE CONDUCTED?
A: Although we do not know of any business to be considered at the Annual
Meeting other than the proposal described in this proxy statement, if any
other business is properly presented at the Annual Meeting, your signed proxy
card gives authority to William R. Craven, Paravant's President, Chief
Operating Officer and Secretary and Kevin J. Bartczak, Paravant's Vice
President, Chief Financial Officer and Treasurer, or either of them, to vote
on such matters at their discretion.
1
<PAGE>
Q: WHEN ARE THE SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING OF
SHAREHOLDERS DUE?
A: All shareholder proposals to be considered for inclusion in next year's proxy
statement must be submitted in writing, no later than September 30, 2000, to
William R. Craven, President, Chief Operating Officer and Secretary, Paravant
Inc., 1615A West Nasa Boulevard, Melbourne, Florida 32901.
Q: WHO WILL PAY FOR THIS PROXY SOLICITATION?
A: Paravant will pay all the costs of soliciting these proxies. In addition to
mailing proxy solicitation materials, our directors and employees may also
solicit proxies in person, by telephone or by other electronic means of
communication. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation materials to our shareholders.
PROPOSALS YOU MAY VOTE ON
PROPOSAL 1. ELECTION OF DIRECTORS
At the Annual Meeting, you and the other shareholders will elect the seven
individuals to serve as directors until the 2001 Annual Meeting. The Board of
Directors has nominated Krishan K. Joshi, Richard P. McNeight, William
R. Craven, James E. Clifford, C. Hyland Schooley, Michael F. Maguire and John
P. Singleton to stand for re-election at the Annual Meeting. Detailed
information on each nominee is provided on pages 5 to 7. Each of the nominees
for director is a current member of the Board of Directors.
The individuals named as proxies will vote the enclosed proxy for the
re-election of Messrs. Joshi, McNeight, Craven, Clifford, Schooley, Maguire and
Singleton unless you direct them to withhold your votes. If any nominee becomes
unable or unwilling to stand for re-election, the Board may reduce its size or
designate a substitute. If a substitute is designated, proxies voting on the
original nominee will be cast for the substituted nominee.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
The full Board of Directors considers all major decisions concerning
Paravant. However, the Board has established the following three standing
committees in order that certain important areas can be addressed in more depth
than may be possible in a full Board meeting:
Compensation Committee. The Compensation Committee reviews and approves
Paravant's compensation plans covering the executive officers; reviews the
competitiveness of Paravant's total compensation practices; and determines
the annual base salary and incentive awards to be paid to the executive
officers. All recommendations regarding compensation arrangements for
Mr. Joshi are made by Mr. Maguire and Mr. Singleton only. The members of the
Compensation Committee are currently Krishan K. Joshi, James E. Clifford,
Michael F. Maguire and John P. Singleton. The Compensation Committee held
three meetings in fiscal 1999.
Audit Committee. The Audit Committee reviews the professional services
and independence of Paravant's independent auditors, and Paravant's
accounts, procedures and internal controls. The Audit Committee recommends
to the Board of Directors for appointment the firm selected to be
independent public accountants for Paravant and monitors the performance of
such accounting firm; reviews and approves the scope of the annual audit;
reviews and evaluates with the independent public accountants Paravant's
annual audit and annual consolidated financial statements; reviews with
management the status of internal accounting controls; evaluates problem
areas having a potential financial impact on Paravant that may be brought to
its attention by management, the independent accountants or the Board; and
evaluates all public financial reporting documents of Paravant. The members
of the Audit Committee are currently Michael F.
2
<PAGE>
Maguire, John P. Singleton and William R. Craven. The Audit Committee held
three meetings in fiscal 1999.
Stock Option Committee. The Stock Option Committee is responsible for
recommending to the board the recipients of options to purchase shares of
Paravant's common stock, determining the terms and conditions and number of
shares of common stock subject to each option and making any other
determinations necessary or advisable for the administration of Paravant's
Incentive Stock Option Plan and Non-Employee Director Stock Option Plan
(other then the grant of options under the Non-Employee Director Stock
Option Plan). The members of the Stock Option Committee are currently
Krishan K. Joshi, James E. Clifford, Michael F. Maguire and John
P. Singleton. The Stock Option Committee held three meetings in fiscal 1999.
Paravant does not have a nominating committee. This function is performed by
the Board of Directors. The Board of Directors met nine times during fiscal
1999. Each director attended more than 75% of the total number of meetings of
the Board and Committees on which he served during fiscal 1999.
COMPENSATION OF DIRECTORS
Directors who are not employees of Paravant are paid $12,000 annually plus
$1,000 for each Board meeting attended and $500 for each committee meeting
attended if such meeting occurs on a day other than a scheduled meeting of the
Board of Directors. All directors receive reimbursement of reasonable
out-of-pocket expenses incurred in connection with meetings of the Board of
Directors. No director who is an employee of Paravant receives separate
compensation for services rendered as a director.
NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
In order to attract and retain the services of members of the Board of
Directors who are not employees of Paravant and to provide them with increased
motivation and incentive to exert their best efforts on behalf of Paravant by
enlarging their personal stake in Paravant, Paravant has adopted the Nonemployee
Director Stock Option Plan, pursuant to which stock options covering an
aggregate of 225,000 shares of common stock may be granted to such nonemployee
directors. The options granted under the this plan are 'nonqualified options'
(i.e., options that do not qualify as incentive stock options under the Internal
Revenue Code).
Pursuant to this plan, grants of options for the purchase of 10,000 shares
of common stock are automatically made to nonemployee directors, subject to such
shares being available for options under the Plan. In accordance with the terms
of this plan, options for the purchase of 10,000 shares at $2.156 per share were
granted to each of Messrs. Maguire and Singleton in March 1999. Thereafter an
option for the purchase of 10,000 shares at the then-current fair market value
of the common stock will be granted to each other nonemployee director upon such
director's initial election or appointment as a nonemployee director and at the
annual meeting of the Board immediately following the annual meeting of
shareholders, subject in each case to such shares being available for options
under this plan. All options granted under this plan are non-incentive options.
If an insufficient number of shares remain available for the grant of such
options under this plan, the remaining shares that are available will be granted
with such remaining shares prorated among the nonemployee directors.
NONEMPLOYEE DIRECTORS' SPECIAL STOCK OPTIONS
In addition to the stock options granted under the Nonemployee Director
Stock Option Plan, Paravant has granted special options to the nonemployee
directors on certain occasions. On December 15, 1998, Paravant granted options
for the purchase of 11,000 shares of common stock at $2.13 per share to
Mr. Singleton. These special options were generally granted in appreciation for
extra efforts made by Mr. Singleton on behalf of Paravant. Although not granted
under the Nonemployee Directors' Stock Option Plan, these special options are
nonqualified and are subject to terms
3
<PAGE>
substantially similar to those applicable to options granted under the
Nonemployee Directors' Stock Option Plan.
VOTE REQUIRED; RECOMMENDATION
The seven nominees for re-election as directors will be elected at the
meeting by a plurality of all the votes cast at the meeting, meaning that the
seven nominees for director who receive the most votes will be elected. In an
uncontested election for directors, the plurality requirement is not a factor. A
properly executed proxy marked 'WITHHOLD AUTHORITY' with respect to the election
of one or more directors will not be voted with respect to the director or
directors indicated, although it will be counted for purposes of determining
whether there is a quorum. Your Board of Directors unanimously recommends a vote
FOR each of the nominees for re-election as a director.
STOCK OWNERSHIP
The following table shows the amount of common stock of Paravant
beneficially owned (unless otherwise indicated) by (i) any person who is known
by Paravant to be the beneficial owner of more than 5% of the outstanding shares
of Paravant's common stock, (ii) Paravant's directors (iii) the executive
officers named in the Summary Compensation Table set forth below and (iv) all of
Paravant's directors and executive officers as a group (all as of the Record
Date):
<TABLE>
<CAPTION>
SHARES OF PARAVANT COMMON
STOCK BENEFICIALLY OWNED
-----------------------------------------------------
NUMBER PERCENT
------ -------
<S> <C> <C>
Directors and other named Executive Officers
Krishan K. Joshi(1)....................................... 1,459,110 8.3%
Richard P. McNeight(2).................................... 1,086,613 6.2
James E. Clifford......................................... 695,666 4.0
C. Hyland Schooley........................................ 652,750 3.7
John P. Singleton(3)...................................... 102,000 *
Michael F. Maguire(4)..................................... 56,500 *
All executive officers and directors as a group 4,564,783 25.2
(9 persons)(5)..........................................
Shareholders
C. David Lambertson ...................................... 882,167 5.0
4391 Dayton Xenia Road,
Dayton, OH 45432
Edward W. Stefanko ....................................... 882,167 5.0
4391 Dayton Xenia Road,
Dayton, OH 45432
</TABLE>
- ---------
* Less than 1% of the outstanding common stock.
(1) The number of shares shown in the table includes (i) 130,620 shares held by
UES, Inc. of which Mr. Joshi owns 58% of the outstanding shares of its
common stock and which, as a result, he controls; (ii) 347,480 shares held
by Mr. Joshi's spouse and (iii) 141,668 shares subject to options that are
currently exercisable.
(2) The number of shares shown in the table includes 163,667 shares subject to
options that are currently exercisable.
(3) The number of shares shown in the table includes 53,000 shares subject to
options that are currently exercisable.
(4) The number of shares shown in the table includes 46,500 shares subject to
options that are currently exercisable.
(5) The number of shares shown in the table includes 616,836 shares subject to
options that are currently exercisable.
4
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Paravant's
directors, executive officers and persons holding more than ten percent of
Paravant's common stock to file reports of ownership and changes in ownership of
the common stock with the SEC. The directors, officers and ten percent
shareholders are required by the SEC regulations to furnish Paravant with copies
of all Section 16(a) reports that they file. The SEC has designated specific due
dates for these reports and Paravant must identify in this proxy statement those
persons who did not file these reports when due.
Based solely on its review of copies of the reports received by Paravant and
written representations from certain reporting persons, Paravant believes that
only the following reports were not timely filed in fiscal 1999: Mr. Joshi
failed to timely file a Form 4 relating to an indirect disposition of shares in
April 1999 until July 1999; UES failed to timely file a Form 4 relating to a
direct dispostion of shares in April 1999 and two Form 4's for direct
dispositions of shares due for April and June 1998 until a Form 5 was filed in
July 1999; UES Florida, Inc. failed to timely file a Form 4 due for a direct
disposition of shares due for July 1997 until a Form 5 was filed in July 1999;
and Mr. Lary J. Beaulieu failed to timely file a Form 4 relating to a direct
acquisition of shares in December 1998 until February 1999.
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information as of January 21, 2000, concerning
Paravant's directors and executive officers.
<TABLE>
<CAPTION>
YEAR FIRST
PRESENT POSITION(S) BECAME A
NAME WITH PARAVANT AGE DIRECTOR
- ---- ------------------- --- ----------
<S> <C> <C> <C>
Krishan K. Joshi.....................Chairman, Chief Executive Officer and 62 1989
Director(1)(3)
William R. Craven....................President, Chief Operating Officer, Director 51 1994
and Secretary(2)
Kevin J. Bartczak....................Vice President, Chief Financial Officer, 46 --
Treasurer, and Assistant Secretary
James E. Clifford....................Vice President of Mergers and Acquisitions and 63 1998(1)
Director(1)(3)
Richard P. McNeight..................President of Paravant Computer Systems, Inc. 49 1994
and Director
C. Hyland Schooley...................President of STL of Ohio, Inc. and Director 66 1998
Michael F. Maguire...................Director(1)(2)(3) 73 1995
John P. Singleton....................Director(1)(2)(3) 63 1997
</TABLE>
- ---------
(1) Member of Compensation Committee
(2) Member of Audit Committee
(3) Member of Stock Option Committee
Krishan K Joshi. From 1976 to date, Mr. Joshi has served as founder,
chairman and president of UES, a technology development company. Following the
acquisition of a controlling interest in Paravant by UES in December of 1989, he
became Chairman, Chief Executive Officer and President of Paravant. However, in
April 1994, he resigned as President of Paravant, and he continues to serve as
Chairman and Chief Executive Officer. He has also been Chairman of Astro
Industries, Inc., a manufacturer and distributor of aerospace wire and cable
products, since August 1980. He holds a Bachelor of Science degree in
Mathematics and Physics from Punjab University in India, a Bachelors degree in
Aeronautical and Astronautical Engineering from Ohio State University and Master
of Science degree in Engineering from the University of Dayton, Ohio, and has
engaged in Doctoral studies in Mechanical Engineering at the University of
Cincinnati.
William R. Craven. Mr. Craven joined Paravant in September 1991 as a Vice
President in charge of Marketing and served in that capacity continually to
December 1998, when he became Vice President in charge of Business Development.
As of January 1, 2000, Mr. Craven has been named President and
5
<PAGE>
Chief Operating Officer of Paravant. He has served as the Secretary and a
director of Paravant since 1994. From 1990 to 1991, he was employed as a Vice
President of Marketing for Telxon Corp., a manufacturer of hand-held computers
and software systems. From 1982 to 1990, he served as a Vice President of Mead
Corp., a manufacturer of paper products and provider of electronic services, in
a variety of positions, including marketing, product development and joint
ventures. For three years during that period, he acted as President of Seiko
Mead Company, a Japanese-American joint venture established to manufacture color
computer printers and copiers. He was employed as a Director of Marketing by
Gentech Industries, a manufacturer of packaging materials and systems, from 1979
to 1982. He also served as Sales and Product Managers for Champion
International, a manufacturer of paper products, from 1971 until 1979.
Mr. Craven holds a Bachelor of Science degree in Physics and Mathematics from
Birmingham Southern College.
Kevin J. Bartczak. Mr. Bartczak joined Paravant as Vice President, Chief
Financial Officer and Treasurer in February 1995 and became Assistant Secretary
in November 1997. From 1993 to 1995, he served as Chief Financial Officer,
Secretary and Director of Opto Mechanik, Inc. ('OMI'), a manufacturer of
electro-optical fire control and assemblies for weapons systems. Mr. Bartczak
was employed from 1987 to 1993 as a division controller of Harsco Corporation, a
manufacturer of heavy equipment and land combat systems. From 1984 to 1987, he
was also employed as a division controller of General Defense Corporation, a
manufacturer and developer of ammunition, radar guidance and weapon systems.
Mr. Bartczak served from 1981 to 1984 as a division controller and manager of
corporate accounting of Elkem Metal Company, a producer of metal alloys. From
1979 to 1981, he functioned as senior accountant for the Cyclops Corporation, a
producer of specialty steel, industrial and residential building products and
consumer electronics. As a certified public accountant, he worked as an audit
supervisor for Arthur Young & Co. from 1975 to 1979. Mr. Bartczak holds a
Bachelor of Science degree in Business Management from Indiana University of
Pennsylvania.
James E. Clifford. Upon the completion of Paravant's acquisition of EDL-STL,
Mr. Clifford became Vice President of Mergers and Acquisitions of Paravant,
Executive Vice President, Chief Operating Officer, Secretary and Treasurer of
STL of Ohio, Inc. and a director of Paravant. From 1995 to December 1997,
Mr. Clifford was a director of Paravant. From 1989 to October 1998,
Mr. Clifford served as President and Director of EDL, a manufacturer of aircraft
avionics and flight control electronics. From 1983 to 1989, Mr. Clifford served
as President of STL, a manufacturer and developer of militarized electronic
defense systems. Mr. Clifford served as an officer in the U.S. Air force for 23
years, attaining the rank of Colonel specializing in air lift and aircraft
acquisition programs. Mr. Clifford holds Bachelors and Masters of Science
degrees in Electrical Engineering from Oklahoma State University.
Richard P. McNeight. From June 1994 to date, Mr. McNeight has served as
President of Paravant Computer Systems, Inc. and a director of Paravant. From
1984 until June 1994, Mr. McNeight served as a Vice President and General
Manager of Paravant Computer Systems, Inc. From 1982 to 1984, he was employed by
Siemen's Corporation as a senior member of its systems engineering staff. From
1972 to 1982, he worked for ITT's North Telecommunications Division in several
positions as a software engineering director and manager and engineer.
Mr. McNeight holds a Bachelors degree in Applied Science/Engineering from the
University of Wisconsin and a Masters degree in Computer Information/Control
Engineering from the University of Michigan.
C. Hyland Schooley. Upon the completion of Paravant's acquisition of STL,
Mr. Schooley became a director of Paravant. He has served as the President of
STL since its founding in April 1990 and is now President of STL of Ohio, Inc.
STL of Ohio, Inc. is the successor company to STL following the acquisition by
Paravant. Prior to forming STL, he held various positions for 28 years with
Systems Research Laboratories, Inc. (SRL) in Dayton, Ohio. His final position at
SRL was that of Manager of the SIGINT Division. Prior to joining SRL, he held
engineering positions with NCR and Hughes Aircraft Co. He holds a Bachelor of
Science degree in Electrical Engineering from the University of Missouri
(Columbia) and has attended graduate school at Ohio State University.
Michael F. Maguire. Since 1986, Mr. Maguire has been employed as President
of Maguire Investment Management, Inc., a consulting firm founded by him. From
1973 through 1986, he was an officer of Harris Corp., a computer manufacturer,
attaining the position of senior vice president. From
6
<PAGE>
1962 to 1973, Mr. Maguire served in various capacities with Perken Elmer, a
manufacturer of analytical instruments and life-science systems, including as an
engineering manager, vice president, general manager and group vice president.
From 1950 to 1962, he held various engineering design and management positions
with General Electric, Pratt & Whitney, and Sperry Rand companies. He is
currently a director of Health First Health Plans. Mr. Maguire previously served
as a director of OMI. In 1950, he received a Bachelor of Science degree in
electrical engineering from Rensselear Polytechnic Institute and in 1955 a
Masters of Science degree from the University of Connecticut.
John P. Singleton. Since 1996, Mr. Singleton has been employed as President
of Singleton and Associates, a computer technology and consulting firm founded
by him. From 1992 to 1996, he was Vice President and General Manager of Business
Development for IBM/Integrated Systems Solution Corporation. From 1982 to 1992,
Mr. Singleton was an officer of Security Pacific Corporation, the fifth largest
bank in the United States, attaining the position of Vice Chairman and Chief
Operating Officer of the corporation and member of the Office of the Chairman.
From 1976 to 1982, he was the Executive Vice President of Data Processing and
Bank Operations for the Maryland National Bank. From 1973 to 1976,
Mr. Singleton held the position of President and Chief Executive Officer, MISAC
for Great Western Finance Corporation, Information Systems Subsidiary. From 1971
to 1973, he was the Senior Vice President of Data Processing and Bank Operations
for Security National Bank. From 1969 to 1971, Mr. Singleton was the Chief
Operating Officer of the Data Processing Division for the Federal Reserve Board.
He is currently a director and chairman of the board for IFS International,
Inc., an integrated banking solutions company. Mr. Singleton is also a director
for Tech-Metrics, Inc. and a board member for the California Angels American
League Baseball Team. Mr. Singleton holds a Bachelor of Science degree in
Business Management from Arizona State University.
EXECUTIVE COMPENSATION
Under rules established by the SEC, Paravant is required to provide certain
information concerning total compensation earned or paid to: (1) the Chief
Executive Officer and (2) the four other most highly compensated executive
officers whose annual salaries and bonuses exceeded $100,000 during fiscal 1999
(the 'Named Executive Officers').
SUMMARY COMPENSATION TABLE
The following table sets forth certain compensation information for the
Named Executive Officers.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
---------------------- ----------------------------------------
AWARDS PAYOUTS
------ SECURITIES -------
OTHER RESTRICTED UNDERLYING LTIP
FISCAL ANNUAL STOCK OPTIONS/ PAYOUTS
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) AWARD(S) ($) SARS (#) ($)(1)
--------------------------- ---- ---------- --------- ---------------- ------------ -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Krishan K. Joshi(3) ............ 1999 107,147 25,000 -0- -0- 125,000 -0-
Chairman and Chief Executive 1998 117,846 -0- -0- -0- 150,000 -0-
Officer 1997 52,000 -0- -0- -0- -0- -0-
James E. Clifford(4) ........... 1999 169,963 61,187 -0- -0- -0- 5,000
Vice President - Mergers and 1998 -- -- -- -- -- --
Acquisitions 1997 -- -- -- -- -- --
Richard P. McNeight ............ 1999 179,224 43,258 -0- -0- 45,000 4,999
President - Paravant Computer 1998 168,614 40,000 -0- -0- 28,000 4,683
Systems, Inc. 1997 160,008 40,000 -0- -0- 40,000 4,117
C. Hyland Schooley(4) .......... 1999 155,076 55,827 -0- -0- -0- 5,000
President - STL of Ohio, Inc. 1998 -- -- -- -- -- --
1997 -- -- -- -- -- --
Edward W. Stefanko(5) .......... 1999 168,661 60,718 -0- -0- -0- 5,000
President - Engineering 1998 -- -- -- -- -- --
Development Laboratories, Inc. 1997 -- -- -- -- -- --
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION ($)(2)
--------------------------- -------------------
<S> <C>
Krishan K. Joshi(3) ............ 14,833
Chairman and Chief Executive -0-
Officer -0-
James E. Clifford(4) ........... 67,464
Vice President - Mergers and --
Acquisitions --
Richard P. McNeight ............ 23,759
President - Paravant Computer -0-
Systems, Inc. -0-
C. Hyland Schooley(4) .......... 62,030
President - STL of Ohio, Inc. --
--
Edward W. Stefanko(5) .......... 67,464
President - Engineering --
Development Laboratories, Inc. --
</TABLE>
-------------
(1) Represents matching funds for 401(k) Profit Sharing Plan.
(2) Represents deferred compensation pursuant to the terms of the Deferred
Compensation Plan that provides for a certain percentage of the officers'
annual compensation be deferred annually.
(footnotes continued on next page)
7
<PAGE>
(footnotes continued from previous page)
(3) Reflects compensation for Mr. Joshi's part-time work for Paravant.
(4) Messrs. Clifford and Schooley were not employed by Paravant prior to fiscal
1999.
(5) Mr. Stefanko was not employed by Paravant prior to fiscal 1999 and resigned
as President of EDL in January 2000.
OPTION GRANTS DURING FISCAL YEAR 1999
The following Table provides information related to options granted to the
Named Executive Officers during the fiscal year ended September 30, 1999. No
stock appreciation rights were issued by Paravant during fiscal 1999.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED (#)(1) IN FISCAL YEAR ($/SH)(1) DATE
---- -------------- -------------- --------- ----
<S> <C> <C> <C> <C>
Krishan K. Joshi,
Chairman and Chief
Executive Officer........................ 25,000 5.3% 2.13 11/19/03
100,000 21.3 2.34 12/15/03
James E. Clifford,
Vice President - Mergers
and Acquisitions......................... -0- 0.0 - --
Richard P. McNeight,
President - Paravant
Computer Systems, Inc.................... 45,000 9.6 1.94 11/19/08
C. Hyland Schooley,
President - STL of Ohio, Inc............. -0- 0.0 -- --
Edward R. Stefanko,
President - Engineering
Development Laboratories, Inc............ -0- 0.0 -- --
</TABLE>
- ---------
(1) The right to exercise the options is vested over a three-year period from
the date of grant, with one-third of the options subject to grant to become
vested (and consequently exercisable) on each of the first three
anniversaries of the date of grant.
(2) Excludes options granted in November 1999 under the Paravant Incentive Stock
Option Plan for 25,000 shares of common stock at an exercise price of $2.625
per share to Mr. Bartczak.
AGGREGATED OPTION EXERCISES DURING FISCAL YEAR 1999 AND FISCAL YEAR END OPTION
VALUES
The following table provides information related to options exercised by the
Named Executive Officers during the fiscal year ended September 30, 1999 and the
number and value of options and stock appreciation rights held at fiscal year
end which are currently exercisable.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END AT FY-END ($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Krishan K. Joshi,
Chairman and Chief
Executive Officer. -- -- 50,000 225,000 $-0- $ 4,525
James E. Clifford,
Vice President - Mergers
and Acquisitions.......... -- -- -- -- -- --
Richard P. McNeight,
President - Paravant
Computer Systems, Inc..... 120,000 231,840 126,001 76,999 76,140 16,875
</TABLE>
(table continued on next page)
8
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FY-END AT FY-END ($)(1)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Hyland Schooley,
President - STL of Ohio,
Inc....................... -- -- -- -- -- --
Edward W. Stefanko,
President - Engineering
Development Laboratories,
Inc....................... -- -- -- -- -- --
</TABLE>
(table continued from previous page)
- ---------
(1) The values of Unexercised-in-the-Money Options represents the aggregate
amount of the excess of $2.313, the closing sales price for a share of
common stock on September 30, 1999, over the relevant exercise price of all
'in-the-money' options held on such date.
INCENTIVE STOCK OPTION PLAN
Under Paravant's Incentive Stock Option Plan, options to purchase a maximum
of 2,955,000 shares of common stock may be granted to officers, directors and
other key employees of Paravant. Options granted under the Incentive Plan are
intended to qualify as 'incentive stock options' as defined in the Internal
Revenue Code.
The Incentive Plan is administered by the Board of Directors and the Stock
Option Committee, which determines which persons are to receive options, the
number of options granted and the exercise prices thereof. In the event an
optionee voluntarily terminates his employment with Paravant, the optionee
generally has the right to exercise his accrued options within thirty days of
such termination. If an optionee's employment is involuntarily terminated other
than because of death, he has the right to exercise his accrued options within
thirty days of such termination. Upon death, the optionee's estate or heirs have
one year to exercise said optionee's accrued options. The maximum term of any
option is generally ten years, and the option price per share may not be less
than the fair market value of Paravant's shares at the date the option is
granted. However, options granted to persons owning more than 10% of Paravant's
voting shares may not have a term in excess of five years, and the option price
per share may not be less than 110% of fair market value. Paravant may redeem
any accrued but unexercised option held by an optionee by paying him the
difference between the option exercise price and the then fair market value.
If the aggregate fair market value of the shares of common stock (determined
at the time the option is granted) with respect to which incentive stock options
are exercisable for the first time by such optionee during any calendar year
(under all such plans) exceeds $100,000, then only the first $100,000 of such
shares so purchased will be treated as incentive options and any excess over
$100,000 so purchased shall be treated as options which are not incentive stock
options. This rule shall be applied by considering options in the order or
sequence in which they are granted. Options must be granted within ten years
from the effective date of the Incentive Plan.
Options granted under the Incentive Plan are not transferable other than by
will or by the laws of descent and distribution. Options granted under the
Incentive Plan are protected by anti-dilution provisions increasing the number
of shares issuable thereunder and reducing the exercise price of such option,
under certain conditions. The Incentive Plan will terminate on December 22, 2004
or on such earlier date as the Board of Directors may determine. Any option
outstanding at the termination date will remain outstanding until it expires or
is exercised in full, whichever occurs first. As of January 12, 2000, options to
acquire an aggregate of 890,500 shares of Paravant's common stock at exercise
prices ranging from $0.72 per share to $6.00 per share had been granted under
the Incentive Plan to key employees and directors. In the case of options
granted under the Incentive Plan to employees, such options vest and are
exercisable at a rate no greater than 33 1/3% each continuous year in which the
employee is employed on a full time basis by Paravant.
9
<PAGE>
DESCRIPTION OF EMPLOYMENT AGREEMENTS, SEVERANCE ARRANGEMENTS AND
CHANGE OF CONTROL ARRANGEMENTS
Paravant has entered into an employment agreement with Mr. McNeight
providing for an annual salary at $181,680. The agreement will terminate on
December 31, 2001. The agreement provides for payments of compensation in the
event of disability or death for twelve (12) months. The agreement provides for
severance pay of full compensation for two (2) years in the event of termination
of employment by Paravant without cause. The agreement also provides for
immediate vesting of granted but unvested stock options and other benefits to
the extent permitted under the Internal Revenue Code in the event of termination
of employment by Paravant without cause, due to disability, or in the case of
a change of control (defined to include a sale, merger of combination wherein
the resulting entity controls 33% or more of the voting stock and there is more
than a 50% change in the composition of the Board). In addition, the agreement
provides for 12 months additional severance benefits in the event Mr. McNeight
is terminated without cause during the first six months following a change of
control. The agreement also includes a covenant not to compete which precludes
engaging in the design, manufacture or sale of rugged computers within the
United States after the term of employment for a period of two (2) years. The
agreement contemplates that the term of employment thereunder and certain other
terms thereof will be reviewed at the first Board meeting in each fiscal year
for the succeeding calendar year.
On October 1, 1998, Paravant and each of Messrs. Clifford, Stefanko,
Schooley and Lambertson entered into employment agreements. Pursuant to these
employment agreements, Paravant has agreed to employ each such person for a
period of forty-two months, and each employee has committed to be employed for a
period ending no later than December 31, 2000. Each such employee is entitled to
terminate his employment at any time if such employee recommends a qualified
replacement to perform his job responsibilities and the other employees who were
former EDL-STL shareholders approve, and Paravant approves, such qualified
replacement. If Paravant's consent is unreasonably withheld, no damages would be
payable, but the employee would be entitled to receive any cash earn-out
provided for in connection with the EDL-STL acquisition which should have been
paid as a performance bonus or additional compensation. If any such employee
terminates his employment prior to December 31, 2000 (other than by reason of
death or disability) with approval of Paravant, he will forfeit his share of
such cash earn-out for any period ending after the date on which he terminates
his employment. Pursuant to the employment agreements, Mr. Clifford serves as
Executive Vice President, Secretary, Treasurer and Chief Operating Officer of
STL at an annual salary of $169,300, Mr. Stefanko served as President and Chief
Executive Officer of EDL at an annual salary of $169,300, Mr. Schooley serves as
President of STL at an annual salary of $154,474 and Mr. Lambertson serves as
Senior Vice President, Engineering of EDL at an annual salary of $169,300. Each
of the employment agreements also includes a covenant pursuant to which each
such employee has agreed that during the term of employment and for a period of
five years thereafter, he shall not (except on behalf of Paravant or a
subsidiary of Paravant while employed by Paravant or a subsidiary, or otherwise
in accordance with Paravant's written consent) engage, directly or indirectly,
in any business which competes in any manner within the United States with
Paravant's business of design, manufacture, repair and sale of rugged and
customized computer systems and medical computer assemblies or in any other
business of design, development, manufacturing, sales or service engaged in or
acquired by Paravant or any subsidiary of Paravant as of the date of the
employment agreement or in which Paravant employs the employee during his
employment under the employment agreement. In January 2000, Mr. Stefanko
resigned as President and Chief Executive Officer of EDL pursuant to an
agreement whereby Mr. Stefanko will continue to receive his current salary and
certain benefits through March 31, 2002.
In connection with the acquisition of EDL-STL, Mr. Schooley and Paravant
entered into a non-competition agreement pursuant to which Mr. Schooley is
precluded from competing for a period of 15 years from October 1, 1998, with
Paravant or its subsidiaries throughout the United States or its possessions or
territories or elsewhere throughout the world in Paravant's business, EDL's
business or the business of STL which was included in the assets purchased by
Paravant from STL.
10
<PAGE>
CERTAIN TRANSACTIONS
In December 1991, Messrs. McNeight, Craven and Joshi were granted options
covering 148,617 shares, 297,231 shares and 445,848 shares, respectively, of
common stock held by UES Florida, Inc., a subsidiary of UES and an affiliate of
Paravant, each at an adjusted exercise price of $.15 per share. During April and
June 1998, Messrs. McNeight, Craven and Joshi purchased 148,617 shares, 148,614
shares and 445,848 shares, respectively, of common stock from UES, a successor
of UES Florida, Inc., pursuant to exercises of these options. During September
1999, Mr. Craven purchased 148,614 and 148,615 shares, respectively, of common
stock from UES, a successor of UES Florida, Inc., pursuant to exercise of these
options.
On July 2, 1998, Paravant entered into a loan agreement with UES, an
affiliate, which is controlled by Mr. Joshi. The note receivable of $750,000
bore interest at 7%, payable monthly, and was due and paid in full on
December 31, 1998. The note was personally guaranteed by Mr. Joshi and was
secured by a pledge of shares of common stock owned by UES.
On June 3, 1998, Paravant entered into a loan agreement with Mr. McNeight in
order to advance him funds to pay the exercise price on certain stock options
and taxes related thereto. The note receivable of $215,684 bears interest at the
rate of interest then applicable for borrowing by Paravant under its
then-existing line of credit or other primary lending arrangement with its
primary lender, with interest payable annually, and matures on June 3, 2003.
On October 8, 1998, following approval by Paravant's shareholders, Paravant
consummated the acquisition of EDL-STL (the 'EDL-STL Acquisition'), effective
October 1, 1998, acquiring all of the outstanding capital stock of EDL and
substantially all of the assets of STL, EDL's majority-owned subsidiary in
exchange for aggregate consideration consisting of (A) $8.7 million in cash, (B)
three-year $4.8 million notes bearing interest at the rate of 8% and (C)
3,950,000 shares of common stock. In addition, a contingent cash earn-out will
be payable by Paravant under specified circumstances over a period of up to five
years based on EDL-STL's future profits. Messrs. Clifford, Stefanko, Schooley
and Lambertson, each of whom is now either an executive officer or an owner of
5% of more of the outstanding shares of common stock, were shareholders of
either EDL or STL and received the following in connection with the EDL-STL
Acquisition:
<TABLE>
<CAPTION>
NAME CASH PRINCIPAL AMOUNT OF NOTE SHARES OF COMMON STOCK
---- ---- ------------------------ ----------------------
<S> <C> <C> <C>
James E. Clifford............. $1,550,000 $1,079,333 882,167
Edward W. Stefanko............ $1,550,000 $1,079,333 882,167
C. Hyland Schooley............ $1,175,000 $ 781,000 651,750
C. David Lambertson........... $1,550,000 $1,079,333 882,167
</TABLE>
In addition, each of Messrs. Clifford, Stefanko, Schooley and Lambertson may
receive earn-out amounts as described above and entered into employment
agreements with Paravant as described in 'Description of Employment Agreements,
Severance Arrangements and Change of Control Arrangements.'
Beaver Creek Enterprises, an Ohio partnership among certain UES employees,
including Mr. Joshi, owns a three bedroom residential condominium in Melbourne,
Florida, consisting of approximately 1,450 square feet. The partnership rents
this apartment to Paravant at $1,000 per month that includes its apportioned
real estate taxes, pursuant to a month to month lease arrangement. For the
fiscal years ended September 30, 1999 and 1998, Paravant paid such partnership
$12,000 and $12,000, respectively, for the use of such condominium. This
apartment is used to house Paravant's executives, including Messrs. Craven and
Joshi, when they are visiting Paravant's headquarters, as well as select
customers.
Beavercreek owns the building located at 4391 Dayton-Xenia Road, Dayton,
Ohio 45432. The principal executive offices of EDL and STL of Ohio (STL) are
located in this building and are rented under separate leases with Beavercreek.
The offices of STL are rented pursuant to a lease dated September 1, 1999
between Beavercreek Enterprises and STL for a lease term beginning September 1,
1999 and ending on August 31, 2004. The lease payments are $13,759 from
September 1, 1999 to August 31, 2000. From September 1, 2000 through August 31,
2001 lease payments will be $14,030 per month. For the one year periods ended
11
<PAGE>
August 31, 2002, 2003 and 2004 the monthly lease payments will be $14,307,
$14,589 and $14,877, respectively.
The offices of EDL are rented pursuant to a lease dated September 1, 1999
between Beavercreek Enterprises and EDL for a lease term beginning September 1,
1999 and ending on August 31, 2004. The lease payments are $10,938 from
September 1, 1999 to August 31, 2000. From September 1, 2000 through August 31,
2001 lease payments will be $12,665 per month. For the one year periods ended
August 31, 2002, 2003 and 2004 the monthly lease payments will be $14,449,
$14,738 and $15,032, respectively.
LEGAL PROCEEDINGS
On September 18, 1996, a former controller of Paravant filed an action in
the Circuit Court of the State of Florida, Brevard County, entitled Christopher
R. Exley v. Paravant Computer Systems, Inc., Richard P. McNeight, William R
Craven, UES of Florida, Inc. and Krishan K Joshi (Case No. 96-15091 CA), against
Paravant and certain of its officers, directors and principal stockholders,
alleging, among other things, retaliatory personnel actions by the defendants.
Plaintiff alleges that he was improperly terminated in December 1994 because of
his refusal to account for certain transactions in a specified manner. Paravant
will continue to vigorously defend itself in this matter. Management of Paravant
believes that the ultimate resolution of this matter will not have a material
adverse effect on Paravant.
Paravant is not a party to or involved in any other pending legal
proceedings.
INFORMATION CONCERNING INDEPENDENT AUDITORS
Paravant has selected the firm of KPMG LLP to serve as the independent
auditors for Paravant for the current fiscal year ending September 30, 2000.
That firm served as Paravant's independent auditors for its fiscal year ended
September 30, 1999.
SHAREHOLDER PROPOSALS
Shareholders interested in presenting a proposal for consideration at
Paravant's annual meeting of shareholders in 2001 may do so by following the
procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934
and Paravant's bylaws. To be eligible for inclusion, shareholder proposals must
be received by Paravant's Corporate Secretary no later than September 30, 2000.
OTHER MATTERS
As of the date of this proxy statement, Paravant knows of no business that
will be presented for consideration at the Annual Meeting other than the item
referred to above. If any other matter is properly brought before the meeting
for action by shareholders, proxies in the enclosed form returned to Paravant
will be voted in accordance with the recommendation of the Board of Directors
or, in the absence of such recommendation, in accordance with the judgement of
the proxy holder.
ANNUAL REPORT
A copy of Paravant's Annual Report for the fiscal year ended September 30,
1999 accompanies this Proxy Statement. Additional copies may be obtained by
writing to Kevin J. Bartczak, Chief Financial Officer, at 1615A West Nasa
Boulevard, Melbourne, Florida 32901.
By Order of the Board of Directors,
WILLIAM R. CRAVEN
WILLIAM R. CRAVEN
President, Chief Operating Officer and
Secretary
Dated: Melbourne, Florida
January 24, 2000
12
<PAGE>
PROXY
APPENDIX 1
PARAVANT INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF PARAVANT INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS -- MARCH 23, 2000
The undersigned hereby appoints William R. Craven and Kevin J. Bartczak, and
each of them, as Proxies, each with full power of substitution and
resubstitution, to represent and to vote, as designated below, all shares of
Common Stock of Paravant Inc. ('Paravant') which the undersigned would be
entitled to vote if personally present at the Annual Meeting of Shareholders of
Paravant to be held at the Sheraton Gateway Hotel Atlanta Airport, 1900 Sullivan
Road, College Park, Georgia 30337 at 9:00 A.M. (local time) on March 23, 2000,
and at any adjournment or postponement thereof.
1. Election of Directors
<TABLE>
<S> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD APPROVAL to vote for
(except as marked to the contrary below) all nominees listed below
</TABLE>
Krishan K. Joshi, William R. Craven, James E. Clifford, Richard P. McNeight,
C. Hyland Schooley, Michael F. Maguire and John P. Singleton
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below)
- --------------------------------------------------------------------------------
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES SET FORTH IN PROPOSAL 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES SET
FORTH IN PROPOSAL 1.
TO BE VALID, THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE>
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the annual meeting or any
adjournment or postponement thereof.
Please sign exactly as name appears at left. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
Date:______________________
_______________________________
Signature
_______________________________
Signature
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
