<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
VION PHARMACEUTICALS, INC.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/X/ 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>
VION PHARMACEUTICALS, INC.
4 SCIENCE PARK
NEW HAVEN, CONNECTICUT 06511
(203) 498-4210
July 2, 1996
Dear Fellow Stockholder:
You are cordially invited to attend the Company's Special Meeting of
Stockholders to be held at 4:00 p.m., on Wednesday, August 14, 1996, at the
Company's offices at 4 Science Park, New Haven, Connecticut.
At this meeting you will be asked to approve an increase in the authorized
Common Stock of the Company from 20,000,000 shares to 35,000,000 shares.
We look forward to greeting personally those stockholders who are able to
be present at the meeting; however, whether or not you plan to be with us at the
meeting, it is important that your shares be represented. Accordingly, you are
requested to sign and date the enclosed proxy and mail it in the envelope
provided at your earliest convenience.
Thank you for your cooperation.
Very truly yours,
JOHN A. SPEARS
President and Chief Executive Officer
<PAGE>
VION PHARMACEUTICALS, INC.
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
------------------------
New Haven, Connecticut
July 2, 1996
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Vion
Pharmaceuticals, Inc. will be held on Wednesday, August 14, 1996 at 4:00 p.m.,
at the Company's offices at 4 Science Park, New Haven, Connecticut, for the
following purpose:
(1) To consider and vote on the adoption of an amendment to the
Restated Certificate of Incorporation increasing the Company's authorized
Common Stock from 20,000,000 shares to 35,000,000 shares.
Stockholders of record of the Company's Common Stock and the Company's
Class A Convertible Preferred Stock at the close of business on July 1, 1996
will be entitled to notice of and to vote at the Special Meeting or any
adjournments thereof. All stockholders are cordially invited to attend the
Special Meeting in person. Stockholders who are unable to attend the Special
Meeting in person are requested to complete and date the enclosed form of proxy
and return it promptly in the envelope provided. No postage is required if
mailed in the United States. Stockholders who attend the Special Meeting may
revoke their proxy and vote their shares in person.
THOMAS MIZELLE
Secretary
<PAGE>
VION PHARMACEUTICALS, INC.
4 SCIENCE PARK
NEW HAVEN, CONNECTICUT 06511
-------------------------
PROXY STATEMENT
-------------------------
GENERAL INFORMATION
PROXY SOLICITATION
This Proxy Statement is furnished to the holders of Common Stock, par value
$.01 per share (the 'Common Stock') and Class A Convertible Preferred Stock, par
value $.01 per share (the 'Class A Preferred Stock'), of Vion Pharmaceuticals,
Inc. (the 'Company') in connection with the solicitation by the Board of
Directors of the Company of proxies for use at the Special Meeting of
Stockholders to be held on Wednesday, August 14, 1996, or at any adjournments
thereof, pursuant to the accompanying Notice of Special Meeting of Stockholders.
The purpose of the meeting and the matter to be acted upon are set forth in the
accompanying Notice of Special Meeting of Stockholders.
Proxies for use at the meeting are being solicited by the Board of
Directors of the Company. Proxies will be mailed to stockholders on or about
July 2, 1995 and will be solicited chiefly by mail. The Company will make
arrangements with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy material to the beneficial owners of the
shares and will reimburse them for their expenses in so doing. Should it appear
desirable to do so in order to ensure adequate representation of shares at the
meeting, officers, agents and employees of the Company may communicate with
stockholders, banks, brokerage houses and others by telephone, facsimile, or in
person to request that proxies be furnished. All expenses incurred in connection
with this solicitation will be borne by the Company.
REVOCABILITY AND VOTING OF PROXY
A form of proxy for use at the Special Meeting and a return envelope for
the proxy are enclosed. Stockholders may revoke the authority granted by their
execution of proxies at any time before their effective exercise by filing with
the Secretary of the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the meeting. Shares of the
Company's Common Stock and Class A Preferred Stock represented by executed and
unrevoked proxies will be voted in accordance with the choice or instructions
specified thereon. If no specifications are given, the proxies intend to vote
the shares represented thereby to approve Proposal No. 1 as set forth in the
accompanying Notice of Special Meeting of Stockholders and in accordance with
their best judgment on any other matters which may properly come before the
meeting.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on July 1, 1996 are
entitled to notice of and to vote at the Special Meeting or any adjournments
thereof. On July 1, 1996 there were 7,554,106 shares of Common Stock outstanding
and 1,250,000 shares of Class A Preferred Stock outstanding; each share of
Common Stock is entitled to one vote and each share of Class A Preferred Stock
is entitled to 2.777777 votes on the matter to be presented at the Special
Meeting. The total number of votes entitled to be cast at the Special Meeting is
11,026,328. The holders of a majority of the outstanding shares which may be
voted at the meeting, present in person or by proxy, will constitute a quorum at
the Special Meeting. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum. 'Broker non-votes'
are shares held by brokers or nominees which are present in person or
represented by proxy, but which are not voted on a particular matter because
instructions have not been received from the beneficial owner. Under applicable
Delaware law, the effect of broker non-votes on a particular matter depends on
whether the matter is one as to which the broker or nominee has discretionary
voting authority. The effect of broker non-votes on the matter to be brought
before the Special Meeting of Stockholders is discussed below.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of July 1, 1996 (except as
otherwise noted in the footnotes) regarding the beneficial ownership (as defined
by the Securities and Exchange Commission (the 'SEC')) of the Company's Common
Stock and Class A Preferred Stock of: (i) each person known by the Company to
own beneficially more than five percent of the Company's outstanding Common
Stock or Class A Preferred Stock; (ii) each director of the Company; (iii) the
Company's Chief Executive Officer and each other officer who received over
$100,000 in compensation from the Company during the 1995 fiscal year; and (iv)
all directors and executive officers of the Company as a group. Except as
otherwise specified, the named beneficial owner has the sole voting and
investment power over the shares listed and the address of each beneficial owner
is c/o Vion Pharmaceuticals, Inc., 4 Science Park, New Haven, Connecticut 06511.
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL NUMBER CLASS A
OF SHARES OF PERCENTAGE OF PREFERRED
CLASS A COMMON STOCK COMMON STOCK STOCK
PREFERRED BENEFICIALLY BENEFICIALLY BENEFICIALLY
DIRECTORS AND EXECUTIVE OFFICERS COMMON STOCK STOCK OWNED(1) OWNED OWNED
- ----------------------------------------- ------------ --------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Michael C. Kent.......................... 513,204(2) 0 513,204 6.8% --
Alan C. Sartorelli Ph.D.................. 439,008(3) 0 439,008 5.8% --
John A. Spears........................... 404,312(4) 0 404,312 5.1% --
Michel C. Bergerac....................... 25,000(5) 0 25,000 * --
Frank T. Cary............................ 47,718 0 47,718 * --
A. E. Cohen.............................. 25,000(5) 0 25,000 * --
James L. Ferguson........................ 0 0 0 -- --
William R. Miller........................ 143,156 0 143,156 1.9% --
E. Donald Shapiro........................ 66,000(6) 0 66,000 * --
Walter Wriston........................... 47,718 0 47,718 * --
Terrence W. Doyle, Ph.D.................. 267,224(7) 0 267,224 3.5% --
Thomas Mizelle........................... 26,936(8) 0 26,936 * --
All directors and executive officers as a
group (13 persons)..................... 2,046,176(9) 0 2,046,176 25.1% --
OTHER BENEFICIAL OWNERS
Phoenix Partners L.P.
Morgens Waterfall Vintiadis Investments
N.V.
Betje Partners
c/o Morgens Waterfall Vintiadis
Investments & Co., Inc.
10 East 50th Street
New York, NY 10022..................... 0 275,000(10) 763,890 9.2% 22.0%
M. Kingdon Offshore, N.V.
Kingdon Associates, L.P.
Kingdon Partners, L.P.
152 West 57th Street, 50th Floor
New York, NY 10019..................... 0 200,000(11) 555,558 6.9% 16.0%
Ardsley Partners Fund I, L.P.
Ardsley Partners Fund II, L.P.
646 Steamboat Road
Greenwich, CT 06830.................... 0 187,500(12) 520,834 6.5% 15.0%
Britshire Ltd............................ 431,047(13) 0 431,047 5.6% --
GFL Performance Fund Ltd.
c/o CITCO
Kaya Flamboyan 9
Curacao, Netherlands Antilles.......... 0 150,000 416,667 5.2% 12.0%
Strome Partners, L.P.
100 Wilshire Blvd.
Santa Monica, CA 90401................. 0 100,000 277,778 3.5% 8.0%
</TABLE>
- ------------------
* Less than one percent
(1) The Class A Preferred Stock is convertible into Common Stock by dividing
(i) the sum of the $10.00 per share stated value by (ii) $3.60 per share
(as adjusted from time to time for certain events of dilution). As of July
1, 1996, each share of Class A Preferred Stock was convertible into
2.777777 shares of Common Stock.
(Footnotes continued on next page)
2
<PAGE>
(Footnotes continued from previous page)
(2) Includes 8,550 shares of Common Stock and warrants to purchase 25,650
shares of Common Stock exercisable within 60 days beneficially owned by Mr.
Kent's wife, as to which Mr. Kent disclaims beneficial ownership.
(3) Includes (i) 190,874 shares beneficially owned by Dr. Sartorelli's wife and
(ii) 57,260 shares held in trust for Dr. Sartorelli's grandchildren, for
which Dr. Sartorelli's wife serves as trustee, as to which Dr. Sartorelli
disclaims beneficial ownership. Does not include 57,260 shares beneficially
owned by other family members of Dr. Sartorelli, which were received as
gifts from Dr. Sartorelli.
(4) Includes 21,000 shares issuable upon exercise of warrants and 376,312
shares issuable upon exercise of options exercisable within 60 days.
Pursuant to an agreement, a portion of the shares issuable upon exercise of
such options are subject to repurchase by the Company at the exercise
price.
(5) Represents shares issuable upon exercise of options exercisable within 60
days.
(6) Includes 37,000 shares issuable upon exercise of options exercisable within
60 days and includes 37,000 shares issuable upon exercise of warrants,
which Mr. Shapiro has agreed not to exercise prior to August 14, 1996.
(7) Includes 80,000 shares held by Dr. Doyle's wife and children, as to which
Dr. Doyle disclaims beneficial ownership. Pursuant to a four-year vesting
schedule, one-half of these shares are subject to repurchase by the
Company.
(8) Includes 12,500 shares issuable upon exercise of options and 11,952 shares
issuable upon exercise of warrants, exercisable within 60 days.
(9) Includes 463,812 shares issuable upon exercise of options and 127,802
shares issuable upon exercise of warrants, which are exercisable within 60
days.
(10) Consists of 137,500 shares held by Phoenix Partners L.P., 91,667 shares
held by Morgens Waterfall Vintiadis Investments N.V. and 45,833 shares held
by Betje Partners. Edwin Morgens is the Managing Member of the general
partner of Phoenix Partners L.P. and is the Chairman of the investment
advisors to Morgens Waterfall Vintiadis Investments N.V. and Betje
Partners. Mr. Morgens disclaims beneficial ownership of all indicated
shares.
(11) Consists of 120,000 shares held by M. Kingdon Offshore, N.V., 40,000 shares
held by Kingdon Partners, L.P. and 40,000 shares held by Kingdon
Associates, L.P. Mark Kingdon is the general partner of Kingdon Partners,
L.P. and Kingdon Associates, L.P. and is the President of the investment
advisor to M. Kingdon Offshore, N.V. Mr. Kingdon disclaims beneficial
ownership of all indicated shares.
(12) Consists of 95,000 shares held by Ardsley Partners Fund I, L.P. and 92,500
shares held by Ardsley Partners Fund II, L.P. Kevin M. McCormack is the
general partner of both limited partnerships and disclaims beneficial
ownership of the indicated shares.
(13) Consists of (i) 337,618 shares owned by Britshire, Ltd., a corporation the
common stock of which is owned principally by certain relatives of J.
Morton Davis and officers of Blair & Co., which is substantially owned by
family members of Mr. Davis and (ii) 93,429 currently exercisable warrants
issued to D.H. Blair Investment Banking Corp. in connection with private
placements of Common Stock of the Company and distributed to certain
relatives of Mr. Davis who are also officers of Blair & Co. Kalman Renov, a
son-in-law of Mr. Davis and an officer of Blair & Co., may be deemed to be
a controlling person of Britshire, Ltd. Does not include 112,500 shares
owned by D.H. Blair Investment Banking Corp. and an aggregate of 114,753
shares subject to currently exercisable warrants issued to D.H. Blair
Investment Banking Corp. in connection with private placements of Common
Stock of the Company which are owned by D.H. Blair Investment Banking
Corp., Mr. Davis, an officer of D.H. Blair Investment Banking Corp. and
officers and employees of Blair & Co. D.H. Blair Investment Banking Corp.
and Mr. Davis disclaim beneficial ownership of any of the shares held by
Britshire, Ltd. and Britshire, Ltd. disclaims beneficial ownership of any
of the shares beneficially owned by D.H. Blair Investment Banking Corp.,
Mr. Davis and the officers of D.H. Blair Investment Banking Corp.
PROPOSAL NO. 1 -- APPROVAL OF AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION INCREASING THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK FROM
20,000,000 TO 35,000,000
The Board of Directors has approved and recommends that the first sentence
of Article Fourth of the Restated Certificate of Incorporation of the Company be
amended to increase the authorized shares of Common Stock from 20,000,000 to
35,000,000. The text of proposed amendment to Article Fourth is as follows:
'FOURTH. Authorization, Designation and Amount. The total number of
shares of all classes of stock which the Corporation shall have authority
to issue is 40,000,000 shares, consisting of (a) 35,000,000 shares of
Common Stock, par value $.01 per share (the 'Common Stock') and (b)
5,000,000 shares of Preferred Stock, par value $.01 per share (the
'Preferred Stock').'
On July 1, 1996, there were 7,554,106 shares of Common Stock outstanding.
In addition, there are 3,875,000 shares of Common Stock issuable upon exercise
of outstanding Class A Warrants, 3,875,000 shares issuable upon exercise of
Class B Warrants underlying such Class A Warrants, 2,875,000 shares issuable
upon exercise of outstanding Class B Warrants, 1,000,000 shares issuable upon
exercise in full of a unit purchase
3
<PAGE>
option granted to the underwriter of the Company's August 1995 public offering,
208,182 shares issuable upon exercise in full of other warrants issued in
connection with previous private placements, 1,120,312 shares issuable pursuant
to options granted, including 716,250 options granted under the Company's
Amended and Restated 1993 Stock Option Plan and 283,750 shares reserved for
issuance under the Company's Amended and Restated 1993 Stock Option Plan,
representing an aggregate of 20,791,350 shares of Common Stock outstanding or
reserved for issuance.
The proposed increase in the authorized Common Stock will provide the
Company with greater flexibility to issue Common Stock for appropriate corporate
purposes. Among the purposes for which such additional authorized stock could be
issued are the acquisition of desirable businesses, the sale of shares for cash
in connection with investments by corporate partners or otherwise, issuances in
connection with stock options, stock splits and stock dividends. The proposed
increase in the authorized number of shares of Common Stock will also allow the
Company to satisfy its obligations to the holders of its Class A Preferred Stock
with respect to the conversion of such shares into shares of Common Stock. On
May 22, 1996, the Company consummated a private placement of 1,250,000 shares of
Class A Preferred Stock at a price of $10.00 per share, resulting in net
proceeds to the Company of $11,665,000. Each share of Class A Preferred Stock is
convertible into 2.777777 shares of Common Stock. Under the terms of an
agreement between the Company and the holders of the Class A Preferred Stock,
the Company has agreed to amend its Restated Certificate of Incorporation on or
before August 20, 1996, to increase the number of authorized shares of Common
Stock in order to allow for the conversion of the Class A Preferred Stock into
Common Stock. However, if the stockholders have not approved an increase in the
authorized number of shares of Common Stock of the Company on or before August
20, 1996, the Company will be obligated to pay each holder of Class A Preferred
Stock a dividend in kind equal to 5% of the Class A Preferred Stock held by such
holder for each month or portion thereof until such authorization is obtained.
If authorization of sufficient Common Stock is not obtained by February 17,
1997, the holder shall have the right to force the Company to repurchase the
shares of Class A Preferred Stock then held by such holder (including any shares
received as a dividend) at a price equal to the stated value of the Class A
Preferred Stock (currently $10.00 per share). The holders of the Class A
Preferred Stock have agreed to vote in favor of this proposal. If the proposed
increase in the authorized Common Stock is approved, an aggregate of
approximately 3.5 million shares of Common Stock will be reserved for issuance
upon conversion of the currently outstanding Class A Preferred Stock. In
addition, on July 12, 1996 the Company will issue an aggregate of 387,500 Class
A Warrants and 287,500 Class B Warrants to the holders thereof on July 3, 1995
in connection with anti-dilution rights held by such holders. These issuances
will result in the reservation of approximately 1.1 million shares of Common
Stock.
Approval of the proposed amendment to the Restated Certificate of
Incorporation will allow the Board to move promptly to issue additional shares,
if appropriate opportunities should arise, without the delay and expense of
calling an additional stockholders' meeting. The Board of Directors will
determine whether, when and on what terms the issuance of shares of Common Stock
may be warranted. Like the presently authorized but unissued shares of the
Company, the additional shares will be available without further action by the
stockholders. Stockholders do not presently have preemptive rights with respect
to the current authorized Common Stock. The Company has no other present
arrangements, commitments or understandings with respect to the sale of any
additional shares, except in connection with the options outstanding under the
Company's stock option plans.
Although a proposal to increase the authorized capital stock of a company
may be construed as having an anti-takeover effect, neither the management of
the Company nor its Board of Directors views this proposal in that perspective.
The proposal has not been prompted by an effort by anyone to gain control of the
Company, and the Company is not aware of such an attempt. However, under certain
circumstances, the Company could use the additional shares to frustrate persons
seeking to effect a takeover or otherwise gain control of the Company by, for
example, privately placing such shares with purchasers who might side with the
Board of Directors in opposing a hostile takeover bid. The additional shares
could also be used to dilute the stock ownership of a person or entity seeking
to gain control of the Company, should the Board consider the action of such
person not to be in the best interests of the stockholders and the Company. Such
uses of the Common Stock could render more difficult or discourage a tender
offer or other attempt to acquire control if such transaction were to be opposed
by the Board. In addition, the Company's Restated Certificate of Incorporation
currently authorizes the Board to issue, without stockholder approval, 5,000,000
shares of Preferred Stock with such powers, preferences and rights as shall be
fixed by the Board. Currently undesignated and unissued shares of Preferred
Stock could be used in anti-takeover efforts as described above and could be
given voting power sufficient to block proposals
4
<PAGE>
advanced by a substantial stockholder. The Board is not aware of any pending or
threatened effort to obtain control of the Company.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock (voting as a separate class) and the affirmative vote of holders
of a majority of the outstanding Common Stock and Class A Preferred Stock
(voting as a single class) is required for the adoption of this proposal.
Abstentions and broker non-votes have the same legal effect as a vote cast
against this proposal.
THE BOARD OF DIRECTORS DEEMS 'PROPOSAL NO. 1 -- APPROVAL OF AMENDMENT TO
THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION INCREASING THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK FROM 20,000,000 TO 35,000,000' TO BE IN THE
BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE 'FOR'
APPROVAL THEREOF.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend the
Special Meeting, please sign the proxy and return it in the enclosed envelope.
By Order of the Board of Directors
THOMAS MIZELLE
Secretary
Dated: July 2, 1996
5
<PAGE>
PROXY
VION PHARMACEUTICALS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF
STOCKHOLDERS TO BE HELD ON AUGUST 14, 1996
John A. Spears and Thomas Mizelle, and each of them, as the true and lawful
attorneys, agents and proxies of the undersigned, with full power of
substitution, are hereby authorized to represent and to vote all shares of
Common Stock or Class A Convertible Preferred Stock of Vion Pharmaceuticals,
Inc. held of record by the undersigned on July 1, 1996, at the Special Meeting
of Stockholders to be held at 4:00 p.m. on Wednesday, August 14, 1996, at the
Company's offices at 4 Science Park, New Haven, Connecticut, and at any
adjournments thereof. Any and all proxies heretofore given are hereby revoked.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DESIGNATED BY THE
UNDERSIGNED. IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED FOR PROPOSAL
NO. 1.
1. PROPOSAL NO. 1--Approval of Amendment to the Company's Restated
Certificate of Incorporation increasing the authorized number of shares of
Common Stock from 20,000,000 to 35,000,000:
/ / FOR / / AGAINST / / ABSTAIN
Discretionary authority is hereby granted with respect to such other matters
as may properly come before the meeting.
(Continued, and to be signed on other side)
<PAGE>
(Continued from other side)
DATE: 1996
-----------------,
-----------------------------
SIGNATURE
-----------------------------
SIGNATURE IF HELD JOINTLY
IMPORTANT: PLEASE SIGN
EXACTLY AS NAME APPEARS
BELOW. EACH JOINT OWNER
SHOULD SIGN. EXECUTORS,
ADMINISTRATORS, TRUSTEES,
ETC. SHOULD GIVE FULL TITLE
AS SUCH. IF SIGNOR IS A
CORPORATION, PLEASE GIVE FULL
CORPORATE NAME BY DULY
AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY
AUTHORIZED PERSON.
The above-signed acknowledges receipt of the Notice of Special Meeting of
Stockholders and the Proxy Statement furnished therewith.
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
