<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 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
CYBEX COMPUTER PRODUCTS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the 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
[CYBEX LOGO]
4912 RESEARCH DRIVE
HUNTSVILLE, ALABAMA 35805
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 25, 1997
TO THE SHAREHOLDERS:
The annual meeting of shareholders of Cybex Computer Products Corporation
(the "Company") will be held at the Holiday Inn, Research Park, 5903 University
Dr., N.W., Huntsville, Alabama 35806, on the 29th day of July, 1997, at 10:30
A.M. (local time), for the following purposes:
(1) To elect a Board of Directors to serve until the next annual
meeting or until their successors are duly elected.
(2) To consider and act upon a proposal to amend the Company's 1995
Employee Stock Option Plan to increase the number of shares of the
Company's common stock, $.001 par value per share, reserved for issuance
thereunder from 281,250 to 581,250.
(3) To consider and act upon a proposal to ratify the engagement of
the accounting firm of Coopers & Lybrand L.L.P. as independent public
accountants for the current fiscal year.
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
We hope you will attend the meeting and take an active part in it. Details
concerning those matters to come before the meeting are set forth in the
accompanying proxy statement for your inspection. Whether you plan to attend the
meeting or not, please execute the enclosed proxy and return it in the return
envelope which is enclosed for your convenience.
The annual report of your Company for the fiscal year ended March 31, 1997,
is enclosed. We hope you will find it informative.
Pursuant to a resolution adopted by the Board of Directors of the Company,
the close of business on June 16, 1997, has been fixed as the date for
determination of shareholders entitled to notice of this meeting and to vote at
the meeting.
/s/ REMIGIUS G. SHATAS
Remigius G. Shatas,
Secretary
BY ORDER OF THE BOARD OF DIRECTORS
Dated June 25, 1997.
<PAGE> 3
[CYBEX LOGO]
June 25, 1997
4912 RESEARCH DRIVE
HUNTSVILLE, ALABAMA 35805
ANNUAL MEETING OF SHAREHOLDERS
JULY 29, 1997
PROXY STATEMENT
INTRODUCTION
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cybex Computer Products Corporation
("Cybex" or the "Company") to be voted at the annual meeting of shareholders to
be held at the Holiday Inn, Research Park, 5903 University Dr., N.W.,
Huntsville, Alabama 35806, on July 29, 1997 at 10:30 a.m. (local time) for the
purposes set forth in the accompanying notice, and at any adjournment thereof.
This Proxy Statement and the accompanying form of proxy are first being mailed
or given to shareholders on or about June 25, 1997.
If the enclosed proxy is properly executed, returned and not revoked, it
will be voted in accordance with the instructions given by the shareholder, and
if no instructions are given, will be voted (a) FOR the election as directors of
the nominees as listed and described in this Proxy Statement, (b) FOR an
amendment to the Company's 1995 Employee Stock Option Plan to increase the
number of shares of the Company's Common Stock reserved for issuance thereunder
from 281,250 to 581,250, (c) FOR the ratification of the engagement of the firm
of Coopers & Lybrand L.L.P. as independent auditors for the current fiscal year,
and (d) FOR the recommendations of the Board of Directors on any other proposal
that may properly come before the meeting. The persons named as proxies in the
enclosed form of proxy were selected by the Company's Board of Directors.
Please sign and return the proxy in the enclosed return envelope so the
Common Stock you own will be voted in accordance with your wishes. Proxies may
be solicited by personal interview, telephone or mail. Banks, brokerage houses
and other custodians, nominees or fiduciaries will be requested to forward
soliciting materials to their principals and to obtain authorization for the
execution of proxies, and will be reimbursed for their reasonable out-of-pocket
expenses incurred in that process. The Company will bear the cost of the
solicitation of proxies, which is expected to be nominal. This proxy must be
returned by July 28, 1997.
PROXY IS REVOCABLE
If, after you send in your proxy you desire to revoke your proxy for any
reason, you may do so by giving notification of such intent to Remigius G.
Shatas, the Secretary of the Company, in writing at any time prior to the
commencement of this annual meeting. Also, your proxy may be revoked by
submitting a later-dated proxy or by attending the meeting and voting in person.
Unmarked proxies received by the Company will be voted in favor of each of the
proposals herein specified and as directed by the attorneys-in-fact as to any
other matter which may come before the meeting.
DATE OF RECORD
The close of business on June 16, 1997, has been set as the record date for
the purpose of determining shareholders entitled to notice and to vote at the
annual meeting. Each share of Common Stock is entitled to one vote on all
matters.
<PAGE> 4
OUTSTANDING SECURITIES
On June 20, 1997, the Company had authorized 30,000,000 shares of common
stock, $.001 par value per share (the "Common Stock"), of which 5,434,383 were
issued and outstanding and entitled to vote. The Common Stock is the Company's
only outstanding voting stock.
BUSINESS TO BE CONSIDERED AT ANNUAL MEETING OF SHAREHOLDERS
It is expected that the following business will be considered and action
taken thereon at the annual meeting:
(1) The election of a Board of Directors to serve until the next annual
meeting or until their successors are duly elected;
(2) A proposal to amend the Company's 1995 Employee Stock Option Plan to
increase the number of shares of the Company's Common Stock reserved
for issuance thereunder from 281,250 to 581,250;
(3) A proposal to ratify the engagement of the accounting firm of
Coopers & Lybrand L.L.P. as independent public accountants for the
current fiscal year; and
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
SHAREHOLDERS LIST
A complete list of the shareholders entitled to vote at the annual meeting
of shareholders to be held on July 29, 1997, will be available for inspection
during normal business hours at the principal office of the Company for a period
of at least 10 days prior to the meeting, upon written request to the Company by
a shareholder, and at all times during the annual meeting at the place of the
meeting.
ELECTION OF BOARD OF DIRECTORS
INTRODUCTION
A Board of Directors consisting of no less than three and no more than 15
persons is authorized by the Company's bylaws. As provided in the Company's
Bylaws, the Board of Directors has fixed at five (5) the present number of
members to serve on the Board. Proxies cannot be voted for a greater number of
persons than the number of nominees named. The five (5) nominees receiving the
highest number of votes at the annual meeting will be elected as directors.
Abstentions and broker non-votes will not affect the tally of votes cast in the
election. (A non-vote occurs when a broker, or other fiduciary, holding shares
for a beneficial owner votes on one proposal but lacks authority from the owners
to vote on another proposal.) The present Board of Directors consists of five
(5) members, all of whom are nominees for election to the Board of Directors at
this meeting. All five of the present Directors were elected to the Board of
Directors of the Company during 1996 by the shareholders. Each nominee for the
Board of Directors has expressed the willingness to serve as a Director during
the coming year. Each Director elected to the Board of Directors at this meeting
will serve for a term of one year or until a successor is duly elected and
qualified.
Unless a proxy shall specify otherwise, the persons named in the proxy
shall vote the shares covered thereby for the nominees designated by the Board
of Directors listed below. Should any nominee become unavailable for election,
the current Board of Directors will determine how the proxies will be voted.
2
<PAGE> 5
NOMINEES
The following table sets forth for each nominee for election as a Director,
the name, age, principal occupation or employment of such individual for the
past five years, and the year in which each became a Director:
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION FOR THE PAST FIVE YEARS SINCE
--------------- --- -------------------------------------------- ---------
<S> <C> <C> <C>
Stephen F. Thornton 57 Chairman of the Board of Directors since 1987; 1984
President and Chief Executive Officer of the Company
since 1984.
Remigius G. Shatas 49 Senior Vice President, Chief Technical Officer and 1981
Secretary of the Company since 1995; Chief Technical
Officer, Secretary and Treasurer of the Company from
1984 to 1995.
David S. Butler 55 President of Electronic Manufacturer's Agents, a 1984
manufacturer's representative, since 1974.
Oscar L. Pierce 65 Retired as a Vice President of Universal Data Systems, 1988
Inc. in 1985.
Douglas E. Pritchett 41 Chief Financial Officer of Barber Dairies, Inc. since 1995
1992; Partner, Coopers & Lybrand L.L.P. from 1987 to
1992.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the last fiscal year, the Board of Directors met on four (4)
occasions. All Directors were present at all Board and committee meetings on
which such Board member served.
The Company has an Audit Committee consisting of Douglas E. Pritchett,
Oscar L. Pierce and David S. Butler which met on one (1) occasion during the
fiscal year ended March 31, 1997. The purpose of the Audit Committee is to
advise the Board of Directors with respect to the scope of the annual audit and
with respect to any recommendations made by the auditors of the Company
concerning the internal accounting controls of the Company, monitoring the
Company's financial policies and control procedures, monitoring the non-audit
services provided by the Company's auditors and reviewing all potential conflict
of interest situations.
The Company has a Compensation Committee consisting of David S. Butler,
Oscar L. Pierce and Douglas E. Pritchett, which met on three (3) occasions
during the fiscal year ended March 31, 1997. The purpose of the Compensation
Committee is to review and approve salaries and benefits for the executive
officers of the Company and to administer the 1995 Employee Stock Option Plan of
the Company. The Company does not have a Nominating Committee.
COMPENSATION OF DIRECTORS
No employee of the Company who is a member of the Board of Directors
receives compensation for serving as such. Messrs. Butler, Pierce and Pritchett
received $5,000 as annual compensation in Fiscal 1997 for serving on the Board
of Directors. Mr. Pritchett also received $5,000 in Fiscal 1997 as compensation
for serving as chairman of the Audit Committee. All directors are eligible to
receive reimbursement of travel expenses incurred in attending Board of
Directors and committee meetings.
During Fiscal 1997, options to purchase shares of the Company's Common
Stock were granted to each of the three (3) outside directors: David S.
Butler -- 2,500 shares at an exercise price of $16.50 per share; Oscar L.
Pierce -- 2,500 shares at an exercise price of $16.50 per share; and Douglas E.
Pritchett -- 7,500 shares at an average exercise price of $16.83 per share.
OFFICERS
The offices held by Stephen F. Thornton and Remigius G. Shatas are
designated in the Nominees chart appearing on page 3 of this Proxy Statement.
Robert R. Asprey, age 46, has been employed by the Company
3
<PAGE> 6
since 1986 and was elected Vice President of the Company in 1986, Senior Vice
President-Engineering and Director of Engineering of the Company in 1995 and
Senior Vice President, Chief Scientist of the Company in 1997. Doyle C. Weeks,
age 51, has been employed by the Company since 1995 and was elected Senior Vice
President-Finance, Chief Financial Officer and Treasurer of the Company in 1995.
Mr. Weeks served as Vice President-Finance, Chief Financial Officer and
Treasurer of Phoenix Microsystems, Inc. from 1985 to 1994 and was elected to the
Board of Directors in 1994. Beginning in 1991, Mr. Weeks also served as
Secretary of Phoenix Microsystems and as Vice President-Finance and
Administration, and Secretary and Treasurer of TxPort, Inc., both of which
manufactured telecommunications test equipment and transmission equipment. R.
Byron Driver, age 56, has been employed by the Company since 1992 and was
elected Senior Vice President-Operations and Chief Operating Officer in 1995.
From 1985 to 1992, he was vice president of Astrocom Corporation, a data
communications company.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF ALL OF THE PROPOSED NOMINEES TO THE BOARD OF DIRECTORS.
PROPOSED AMENDMENT TO 1995 EMPLOYEE STOCK OPTION PLAN
The Company maintains the 1995 Employee Stock Option Plan (the "Plan"),
which provides that 281,250 shares of the Company's Common Stock, $.001 par
value, may be issued pursuant to the exercise of options granted under the Plan
to officers and employees of the Company. As of March 31, 1997, there were
281,250 shares of the Company's authorized but unissued Common Stock reserved
for grants of stock options to officers and employees, of which options for
180,125 shares had been granted, leaving 102,025 shares available for the future
grant of options. On April 28, 1997, the Board of Directors approved the grant
of an additional 93,500 stock options to employees of the Company, leaving as of
the date hereof 8,525 shares available for future grant of options under the
Plan. The Board of Directors also approved on April 28, 1997, an amendment to
the Plan which increased the number of shares reserved for issuance thereunder
to officers and employees to 581,250 shares, an increase of 300,000 shares. As
of March 31, 1997, all active, full-time employees of the Company were eligible
to participate in the Plan.
The Company's Compensation Committee administers the Plan and nominates
officers, directors and employees to whom options are to be granted by the Board
of Directors. The exercise price and vesting schedule for option grants are
established at the time of grant by the Compensation Committee, in its sole
discretion. Generally the exercise price is the market value of the Company's
Common Stock on the grant date and the term is ten (10) years. Options granted
under the Plan are intended to be either "non-qualified stock options" or
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). The Plan is not a qualified
pension, profit sharing or stock bonus plan under Section 401(a) of the Code,
nor is the Plan an "employee benefit plan" subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").
An optionee will recognize no taxable income upon the grant of an incentive
stock option or upon the grant of a non-qualified stock option. With respect to
incentive stock options (i) no taxable income will be realized by an optionee
upon the exercise of the incentive stock option (except as may be incurred under
the "minimum tax for tax preferences" provisions of the Code), provided that at
all times during the period beginning with the date of the granting of the
incentive stock option and ending on the day three (3) months before the date of
such exercise, such individual was an employee of the Company; (ii) the
optionee, upon the disposition of the shares acquired upon such exercise, will
realize capital gains or losses, rather than ordinary income or loss, in the
amount of the difference between the option price and the sale price, provided
the optionee satisfies the holding period required in Section 422 of the Code;
and (iii) the Company will not be allowed any deduction for federal income tax
purposes with respect to the shares issued upon the exercise of the incentive
stock options.
Upon the exercise of a non-qualified option, the optionee will recognize
ordinary income equal to the excess of the fair market value of the shares of
Common Stock on the exercise date over the exercise price paid for the shares
pursuant to the option. The optionee's tax basis for the Common Stock acquired
upon exercise of a nonqualified option will be increased by the amount of such
taxable income. the Company will be
4
<PAGE> 7
entitled to a federal income tax deduction in an amount equal to such excess,
provided the Company complies with the applicable withholding rules.
The affirmative vote of the holders of a majority of the shares present (or
represented) and entitled to vote at the meeting is required for approval of the
proposed amendment to the Plan. For purposes of the vote on the proposed
amendment, abstentions will have the same effect as votes against the proposed
amendment, and broker non-votes will not be counted as shares entitled to vote
on the matter and will have no effect on the result of the vote. (Both
abstentions and broker non-votes will count toward the presence of a quorum at
the annual meeting.)
As of June 20, 1997, the market value of the Common Stock of the Company
was $18 1/8 per share.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ADOPTION OF THIS PROPOSAL.
SELECTION OF AUDITORS
Coopers & Lybrand L.L.P., independent certified public accountants, have
performed an audit of the financial statements of the Company for the fiscal
year ended March 31, 1997. Services provided by Coopers & Lybrand L.L.P.
included work related to the audit of the annual financial statements of the
Company, reviews of unaudited quarterly financial information and filings with
the Securities and Exchange Commission, and preparation of state and federal
income tax returns.
Coopers & Lybrand L.L.P., 1901 Sixth Avenue North, 1600 AmSouth Harbert
Plaza, Birmingham, Alabama 35203, is recommended for selection as the
independent certified public accountant of the Company for the current fiscal
year. A representative of Coopers & Lybrand L.L.P. is expected to attend this
meeting. He will be afforded the opportunity to make a statement if he desires,
and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT.
OTHER BUSINESS
As of the date of this Proxy Statement, Management knows of no other
business which will be presented for consideration at the meeting.
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to ownership of
shares of the Company's Common Stock as of June 20, 1997, by (i) each of the
Company's directors; (ii) the Company's chief executive officer and the other
executive officers of the Company whose total annual salary and bonus exceeded
$100,000 in Fiscal 1997 (the "Named Executive Officers"), (iii) each person
known to the Company to be the beneficial owner of more than five percent of the
outstanding shares of the Common Stock, and (v) all directors and executive
officers (including the Named Executive Officers) of the Company as a group.
Unless otherwise indicated, each of the shareholders listed below has sole
voting and investment power with respect to the shares beneficially owned.
<TABLE>
<CAPTION>
STOCK BENEFICIALLY OWNED
---------------------------
NAME AND ADDRESS # OF SHARES(1) % OF CLASS
- ---------------- -------------- ----------
<S> <C> <C>
Stephen F. Thornton 592,237(1) 10.9%
4912 Research Drive
Huntsville, Alabama 35805
Remigius G. Shatas 421,685(2) 7.8%
4912 Research Drive
Huntsville, Alabama 35805
Robert R. Asprey 277,875(3) 5.1%
4912 Research Drive
Huntsville, Alabama 35805
Oscar L. Pierce 211,700(4) 3.9%
David S. Butler 119,765(5) 2.2%
R. Byron Driver 43,925(6) *
Doyle C. Weeks 14,650(7) *
Douglas E. Pritchett 11,000(8) *
All executive officers and
directors as a group (8
persons) 1,692,837(9) 31.2%
</TABLE>
- ---------------
(1) Includes (i) 322,862 shares owned directly by Stephen F. Thornton (of which
3,000 shares are represented by options exercisable by him within sixty days
under the Company's Employee Stock Option Plan); (ii) 117,375 shares owned
by Judy Thornton, his wife; and (iii) 152,000 shares held by the Thornton
Family Limited Partnership, of which Mr. Thornton is a general partner and
as to which he may be deemed to share voting and investment power.
(2) Includes (i) 296,935 shares owned directly by Remigius G. Shatas (of which
2,500 shares are represented by options exercisable by him within sixty days
under the Company's Employee Stock Option Plan); (ii) 2,250 shares owned by
his wife; (iii) 22,500 shares held in the name of his minor child; and (iv)
100,000 shares held by Shatas Partners, Ltd., of which Mr. Shatas is a
general partner and as to which he may be deemed to share voting and
investment power.
(3) Includes 277,875 shares owned directly by Robert R. Asprey (of which 2,500
shares are represented by options exercisable within sixty days by him under
the Company's Employee Stock Option Plan).
(4) Includes 211,700 shares owned directly by Oscar L. Pierce (of which 50,000
shares are represented by options exercisable within sixty days by him under
the Company's Outside Director Stock Option Plan).
(5) Includes (i) 92,015 shares owned directly by David S. Butler (of which
10,625 shares are represented by options exercisable within sixty days by
him under the Company's Employee Stock Option Plan); (ii) 11,500 shares held
by him in his 401(k) Plan; (iii) 15,125 shares owned by his wife; and (iv)
1,125 shares held in the name of his minor child, as to which he may be
deemed to share voting and investment power.
6
<PAGE> 9
(6) Includes (i) 43,875 shares owned directly by R. Byron Driver (of which
16,875 shares are represented by options exercisable within sixty days by
him under the Company's Employee Stock Option Plan), and (ii) 50 shares
owned by his wife.
(7) Includes (i) 14,650 shares owned directly by Doyle C. Weeks (of which 12,500
shares are represented by options exercisable within sixty days by him under
the Company's Employee Stock Option Plan), and (ii) 1,650 shares held by him
in his IRA.
(8) Includes 11,000 shares owned directly by Douglas E. Pritchett (of which
10,000 shares are represented by options exercisable within sixty days by
him under the Company's Outside Director Stock Option Plan).
(9) Includes 108,000 shares represented by options exercisable within sixty (60)
days under the Company's employee and outside director stock option plans.
Oscar L. Pierce is the brother-in-law of Stephen F. Thornton. These two
individuals beneficially own, in the aggregate, 803,937 shares (of which 53,000
shares are represented by options exercisable within sixty days under the
Company's Employee Stock Option Plan and/or the Outside Directors Stock Option
Plan), constituting approximately 14.8% of the total outstanding Common Stock of
the Company.
As required by the Securities and Exchange Commission rules under Section
16 of the Securities and Exchange Act of 1934, the Company notes that during
Fiscal 1997 no directors filed untimely reports on transactions in the Company's
Common Stock.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table is a summary of certain
information concerning the compensation earned by the Company's chief executive
officer and each of the other four most highly compensated executive officers
during the last three fiscal years.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL NO. OF
COMPENSATION SECURITIES
-------------------- UNDERLYING ALL OTHER
NAME/POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(1)
------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Stephen F. Thornton, Chairman of the 1997 $160,150 $ 32,000 15,000 $5,416
Board, CEO and President 1996 154,000 11,399 0 5,021
1995 150,000 108,262(2) 0 3,487
Remigius G. Shatas, Senior Vice 1997 135,150 27,000 12,500 3,159
President, Chief Technical Officer 1996 129,942 9,475 0 3,085
and Secretary 1995 125,773 105,545(3) 0 2,061
Robert R. Asprey, Senior Vice 1997 120,150 18,000 12,500 2,148
President, Chief Scientist 1996 115,371 8,411 0 2,572
1995 111,505 102,014(4) 0 1,966
R. Byron Driver, Senior Vice 1997 105,150 10,500 0 1,610
President - Operations and Chief 1996 102,450 7,468 0 2,086
Operating Officer 1995 99,122 35,084(5) 0 1,055
Doyle C. Weeks, Senior Vice 1997 105,150 25,500 10,000 2,688
President - Finance, Chief Financial 1996 100,939 22,506 10,000 2,599
Officer and Treasurer 1995 12,000 2,177 33,750 -0-
</TABLE>
- ---------------
(1) The amounts listed in this column represent for 1997, and 1996 and 1995,
respectively: (i) employer contributions to Section 401(k) Plan: Stephen F.
Thornton, $2,573, $2,178, and $2,442; Remigius G. Shatas, $2,045, $1,971,
and $2,061; Robert R. Asprey, $996, $1,460, and $1,966; R. Byron Driver,
$530, $1,036, and $1,055; and Doyle C. Weeks, $1,608, $1,627, and $0; (ii)
life insurance premiums: Stephen F. Thornton, $2,269, $2,269, and $1,045;
Remigius G. Shatas, $540, $540, and $0; Robert R. Asprey, $578, $538, and
$0; R. Byron Driver, $506, $478, and $0; and Doyle C. Weeks, $506, $432, and
$0; and
7
<PAGE> 10
(iii) disability insurance premiums: Stephen F. Thornton, $574, $574, and
$0; Remigius G. Shatas, $574, $574, and $0; Robert R. Asprey, $574, $574,
and $0; R. Byron Driver, $574, $572, and $0; and Doyle C. Weeks, $574, $540,
and $0.
(2) Includes a one-time extraordinary bonus of $60,000 paid to Mr. Thornton to
compensate him for past service to the Company when he was undercompensated,
and a one-time bonus of $10,427, which the Company paid in lieu of a Section
401(k) plan contribution for Fiscal 1994.
(3) Includes a one-time extraordinary bonus of $60,000 paid to Mr. Shatas to
compensate him for service to the Company when he was undercompensated, and
a one-time bonus of $9,494, which the Company paid in lieu of a 401(k) plan
contribution for Fiscal 1994.
(4) Includes a one-time extraordinary bonus of $60,000 paid to Mr. Asprey to
compensate him for past service to the Company when he was undercompensated,
and a one-time bonus of $8,365, which the Company paid in lieu of a 401(k)
plan contribution for Fiscal 1994.
(5) Includes a one-time bonus of $4,803 paid to Mr. Driver, which the Company
paid in lieu of a 401(k) plan contribution for Fiscal 1994.
Stock Option Grants. The following table sets forth certain information
concerning individual grants of stock options made during Fiscal 1997 to each of
the Named Executive Officers:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE AT ASSUMED
OPTIONS EXERCISE ANNUAL RATES OF STOCK
OPTIONS GRANTED TO OR BASE PRICE APPRECIATION FOR
GRANTED EMPLOYEES IN PRICE EXPIRATION OPTION TERMS(2)
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- ------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Thornton 15,000 15.8 18.15 4/28/06 130,950 369,750
Remigius G. Shatas 12,500 13.2 16.50 4/28/06 129,750 328,750
Robert R. Asprey 12,500 13.2 16.50 4/28/06 129,750 328,750
Doyle C. Weeks 10,000 10.5 16.50 4/28/06 103,800 263,000
</TABLE>
- ---------------
(1) All options outstanding were issued under the Company's 1995 Employee Stock
Option Plan. Options are exercisable 20% per year commencing on the first
anniversary date of the grant date.
(2) Based upon the market price on the date of grant and an annual appreciation
at the rate stated of such market price through the expiration date of such
options. The dollar amounts under these columns are the result of
calculations at the 5% and 10% rates set by the SEC and, therefore, are not
intended to forecast possible future appreciation, if any, of the Company's
stock price. The Company did not use an alternative formula for a grant date
valuation, as the Company is not aware of any formula which will determine
with reasonable accuracy a present value based on future unknown or volatile
factors.
Option Exercises and Year-End Values. The following sets forth certain
information concerning the exercise of stock options during Fiscal 1997 by each
of the Named Executive Officers and the fiscal year-end value of unexercised
options.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES NUMBER OF UNEXERCISED
UNDERLYING SECURITIES IN-THE- VALUE OF
UNEXERCISED UNDERLYING MONEY UNEXERCISED
SHARES OPTIONS AT UNEXERCISED OPTIONS AT IN-THE-MONEY
ACQUIRED VALUE FY-END OPTIONS AT FY-END OPTIONS AT
ON EXERCISE REALIZED (#) FY-END (#) ($) FY-END ($)
NAMES (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Thornton 0 0 3,000 12,000 0 0
Remigius G. Shatas 0 0 2,500 10,000 0 0
Robert R. Asprey 0 0 2,500 10,000 0 0
Doyle C. Weeks 0 0 17,500 36,250 161,437 242,156
R. Byron Driver 0 0 16,875 0 201,796 0
</TABLE>
8
<PAGE> 11
401(k) Retirement Plan. The Company maintains a retirement plan pursuant
to Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"KPlan"), which requires, subject to certain limited exceptions, three months of
service and a minimum of 1,000 hours worked annually to become a participant in
the KPlan. The Company will match 25% of an employee's contributions up to 6% of
the employee's compensation. The Company's expense for matching contributions
totaled $31,571, $32,353 and $52,623 for Fiscal 1995, Fiscal 1996, and Fiscal
1997, respectively.
The Company may make discretionary contributions to the KPlan in an amount
determined annually by the Board of Directors. The Company elected to make
discretionary contributions to the KPlan of $228,842, none, and none for Fiscal
1995, Fiscal 1996, and Fiscal 1997, respectively. Company contributions are
allocated to each participant on the basis of compensation. Participants may
make contributions to the Plan on a payroll deduction basis, and the Company may
make matching contributions on behalf of each participant. A separate salary
reduction account and matching employer contribution account are maintained for
each participant. All accounts are vested at retirement, death, or disability.
Upon any other termination of employment, matching and discretionary
contributions are vested after the fifth year of service. Subject to certain
restrictions and tax penalties, participants may make early withdrawals from
their salary reduction accounts.
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTS
Employment Agreements. The executive officers of the Company are parties
to Employment and Noncompetition Agreements ("Employment Agreements"). Each
Employment Agreement is effective as of April 1, 1995, and has a five-year term
that is automatically extended on April 1 of each year thereafter for one
additional year. Under each Employment Agreement, the employee receives an
annual base salary, subject to annual increases at the discretion of the
Compensation Committee (not less than the annual cost of living increase
percentage), and is entitled to receive an annual bonus at the discretion of the
Compensation Committee and to participate in the Company's 1995 Employee Stock
Option Plan and all other benefit programs generally available to executive
officers of the Company.
Under the terms of the Employment Agreements, Messrs. Thornton, Shatas and
Asprey have each agreed that during the term of his employment with the Company
and for a term of 18 months thereafter, he will not compete, without the prior
written consent of the Company, with the Company by engaging in any capacity in
any business which is competitive with the business of the Company. Messrs.
Weeks and Driver have agreed not to compete with the Company for a period of 12
months after termination of employment with the Company.
Under the terms of the Employment Agreements, the Company may terminate an
executive's employment for "cause," which includes acts of (i) willful
dishonesty, fraud, or deliberate injury or attempted injury to the Company or
(ii) the executive's willful material breach of the Employment Agreement which
has resulted in material injury to the Company, in which event, the executive
shall receive salary, bonus, and other benefits through the date of termination.
Under the terms of the Employment Agreements, if a participating executive is
terminated by the Company without cause, he is entitled to receive his accrued
salary, earned bonus and other benefits through the date of termination. In
addition, each of Messrs. Thornton, Shatas and Asprey would receive severance
compensation equal to his base salary for a period of 18 months following the
date of termination and an amount equal to his average annual bonus during the
two years immediately preceding his termination. Messrs. Driver and Weeks would
each receive severance compensation equal to his base salary for a period of six
months following the date of termination and an amount equal to one-half his
average annual bonus during the two years immediately preceding his termination.
At the executive officer's election, he may receive a lump sum severance amount
equal to the present value of such severance payments (using a discount rate
equal to the 90-day Treasury bill interest rate in effect on the date of
delivery of such election notice). The executive officers are also entitled to
accelerated vesting of any award granted under the 1995 Employee Stock Option
Plan upon termination without cause.
9
<PAGE> 12
If a "change-in-control" (acquisition of 20% or more of the Common Stock
without approval by the Board of Directors of the Company) occurs, each
executive officer may terminate his Employment Agreement and receive the
severance compensation described above.
The Company has agreed to indemnify each executive officer under his
Employment Agreement for certain liabilities arising from actions taken by the
executive officer within the scope of his employment.
Confidentiality Agreements. Each employee of the Company, including the
executive officers, have signed nondisclosure agreements pursuant to which each
has agreed not to disclose any of the Company's confidential information and to
assign to the Company any rights he or she may have in any design, invention,
software, process, trade secret, or intellectual property that relates to or
resulted from work performed at the Company.
COMPENSATION COMMITTEE REPORT
Introduction. This report of the Compensation Committee of the Board of
Directors discusses the compensation policies and the basis for the compensation
paid to the Company's executive officers and to the Company's Chief Executive
Officer, Stephen F. Thornton, during the fiscal year ended March 31, 1997.
The Company's policy with respect to executive compensation has been
designed to (1) adequately and fairly compensate executive officers in relation
to their responsibilities, capabilities and contributions to the Company, (2)
reward executive officers for the achievement of short-term operating goals and
for the enhancement of the long-term shareholder value of the Company; and (3)
align the interest of executive officers with those of the Company's
shareholders with respect to short-term operating results and long-term
increases in the price of the Company's Common Stock.
The components of compensation paid to executive officers consist of (1)
base salary, (2) incentive compensation in the form of an annual bonus, (3)
options awarded by the Company under the 1995 Employee Stock Option Plan, (4)
amounts paid on behalf of executives under the Company's Section 401(k) plan and
(5) certain other benefits provided to executive officers.
The Compensation Committee establishes the general compensation policy for
the Company and has the responsibility for approving cash compensation and
increases in compensation paid to executive officers of the Company. The
Compensation Committee also administers the Company's 1995 Employee Stock Option
Plan. The Compensation Committee selects the individuals who will be awarded
options under the 1995 Employee Stock Option Plan and determines the timing,
pricing and amounts of options granted under the Plan, each in accordance with
the terms of the Plan. The Compensation Committee consists of three non-employee
directors of the Company. The Board of Directors of the Company is responsible
for determining annual contributions by the Company under the Company's Section
401(k) plan.
The Company's executive compensation program has historically emphasized
the use of incentive based compensation to reward members of senior management
for the achievement of short-term operating goals and for increasing the
long-term shareholder value of the Company, and the Compensation Committee
intends to continue that policy. Annual bonus payments are discretionary and are
related primarily to the operating performance of the Company, in general, and
the executive, in particular. The Company has also utilized stock options in the
past to motivate a substantial number of employees, including the executive
officers, and to reward such employees for increases in the price of the
Company's Common Stock. The Company believes that its compensation policies
reward management when the Company and its shareholders have benefitted from
short-term operating results and long-term increases in the price of the
Company's Common Stock.
Executive officers are rewarded based upon corporate performance, business
unit performance and individual performance. Corporate performance and business
unit performance are evaluated by reviewing the extent to which strategic and
business plan goals are met, including such factors as profitability,
performance relative to competitors, timely product enhancements and new product
introductions. Individual performance is evaluated by reviewing organizational
and management development progress against set objectives and the degree to
which teamwork and Company values are fostered.
Compensation Vehicles. The Company has had a long and successful history of
using a simple total compensation program that consists of cash- and
equity-based compensation. Having a compensation program that allows the Company
to successfully attract and retain key employees permits it to provide useful
products
10
<PAGE> 13
and services to customers, enhance shareholder value, motivate technological
innovation, foster teamwork, and adequately reward employees. The compensation
vehicles include cash-based and equity-based compensation.
Base Salary. Each year, the Compensation Committee reviews and approves the
base salaries paid by the Company to the executive officers. All of the
executive officers executed employment agreements with the Company that are
effective as of April 1, 1995. These employment agreements were entered into
prior to the Company's initial public offering completed in July 1995 and
provide for an initial base salary for each executive officer. Except for Doyle
C. Weeks, who was employed by the Company in 1995, the initial base salary was
determined by the Compensation Committee based on the executive's salary for the
previous year increased by a cost of living adjustment. At its meeting on April
28, 1997, the Compensation Committee determined that a larger percentage of
annual compensation payable to the executive officers of the Company should be
tied to increases in the market price of the Company's Common Stock.
Accordingly, the base salaries of all executive officers of the Company for
Fiscal 1998 were increased by approximately the cost of living increase
percentage as of January 1, 1997, except for R. Byron Driver and Doyle C. Weeks,
each of whom received an increase in base salary of $10,000. The Compensation
Committee believes that base salaries earned by the Company's executive officers
have historically been reasonable in relation to the Company's performance.
Annual Bonus. The employment agreements with the Company's executive officers
contemplate consideration of discretionary annual bonuses. The annual bonus is
designed to reward the achievement of short-term operating goals and long-term
increases in shareholder value. On July 17, 1996, the Compensation Committee
adopted a bonus program for senior executive officers of the Company for Fiscal
1997 designed to award bonuses to the senior executives based upon the
achievement of certain financial goals in Fiscal 1997. In particular, the bonus
program awards bonuses ranging from 10% to 20% of base salary, payable 50% upon
achievement of a total sales goal and 50% upon achievement of an earnings per
share goal. On April 28, 1997, the Compensation Committee authorized the payment
of bonuses to its executive officers and staff employees based upon their
respective performance and contribution toward the attainment of the goals of
the Company for the fiscal year ended March 31, 1997. During the 1997 fiscal
year, the goals of the Company were to increase net sales and net income,
introduce new products, introduce enhancements to existing products, expand the
Company's customer base, open a manufacturing, marketing and distribution
facility in Europe, and increase international sales. Substantially all of its
goals for Fiscal 1997 were achieved. The Compensation Committee evaluated the
performance of each executive officer and concluded that the successful
performance of the Company during Fiscal 1997 was due largely to the efforts of
all of the executive officers. The amount of the bonuses for the executive
officers was based on the achievement of the financial goals by the Company in
Fiscal 1997 as set out in the bonus program and bonuses for other employees were
based upon a subjective assessment of the performance of the Company during
Fiscal 1997 and the individual performance of such employees as compared with
the Company's and the employee's goals for the year.
The opportunity for an annual cash bonus in the future will reflect the
degree to which an executive contributes to the realization of established short
term objectives of the Company and increasing long-term shareholder value and is
intended to be a substantial incentive for the executive officers to achieve
those objectives. Annual incentives and the combined annual cash compensation
are intended to be competitive with comparable market practices. The
Compensation Committee has established target financial objectives of the
Company and the annual incentive bonuses to be made to the executive officers,
relating to the attainment of the objectives. The Compensation Committee has
determined that a larger percentage of executive compensation in Fiscal 1998
will be in the form of incentive compensation based on increases in the market
price of the Company's Common Stock. For Fiscal 1998, executive bonus and
incentive compensation will consist of two elements. The first element will
consist of a twenty percent (20%) cash bonus to executive officers of the
Company provided certain sales and net income goals are achieved. Fifty percent
(50%) of the bonus will be earned if the sales goal is achieved and fifty
percent (50%) of the bonus will be earned if the net income goal is achieved.
The second element of the annual cash bonus will be based on increases in the
market price of the Common Stock. A cash bonus equal to two percent (2%) of base
salary will be paid to each executive officer of the Company for each five
percent (5%) increase in the market price of the Common Stock at March 31, 1998,
as compared to the market price of the Common Stock at April 30, 1997.
Similarly, a reduction in the market price of the Common Stock will reduce the
bonus under the first element by an
11
<PAGE> 14
amount equal to two percent (2%) of base salary for each five percent (5%)
decrease in the market price of the Common Stock. The Compensation Committee is
solely responsible for determining any bonus for Mr. Thornton.
Stock Options. The purpose of the Company's 1995 Employee Stock Option Plan
(the "Plan") is to provide additional incentives to employees to work to
maximize shareholder value. The Company also recognizes that a stock incentive
program is a necessary element of a competitive compensation package for its
employees. The Plan utilizes vesting periods to encourage key employees to
continue in the employ of the Company and thereby act as a retention device for
key employees. The Company believes that the program encourages employees to
maintain a long-term perspective. The Company grants stock options annually to a
broad-based group of the total employee population. In Fiscal 1997, the Company
granted options to purchase 95,000 shares of Common Stock to certain key
employees, of which options to purchase shares were granted April 29, 1996, to
the following executive officers: 15,000 to Stephen F. Thornton, 12,500 to
Remigius G. Shatas, 12,500 to Robert R. Asprey, and 10,000 to Doyle C. Weeks.
In determining the size of an option award for an executive officer, the
Compensation Committee's primary considerations are the "grant value" of the
award and the performance of the officer measured against the same performance
criteria described above under "Introduction" which is used to determine salary.
In addition to considering the grant value and the officer's performance, the
Committee also considers the number of outstanding unvested options which the
officer holds and the size of previous option awards to that officer. The
Company does not assign specific weights to these items. Options to purchase
shares of the Company's Common Stock are generally at the fair market value of
such shares as reported by the NASDAQ National Market System on the date of
grant. Under the terms of the Plan, the Compensation Committee has sole
authority, within the terms of the Plan, to select the employees who will be
granted options under the Plan and to determine the timing, pricing and amount
of options awarded. The Compensation Committee has adopted guidelines with
respect to the granting of options under the Plan to employees upon their
promotion to important managerial or supervisory classifications. These
guidelines, which were developed over a number of years, are designed to reward
employees upon promotion to important positions and to provide such employees
with the opportunity to share in increases in the long-term shareholder value of
the Company in amounts that are consistent with their managerial
responsibilities. The Compensation Committee believes that stock options granted
under the Plan reward executive officers only to the extent that shareholders
have benefitted from increases in the value of the Company's stock.
CEO Compensation. Stephen F. Thornton has been President and Chief Executive
Officer ("CEO") of the Company since 1984 and Chairman of the board since 1987.
The Compensation Committee used the same compensation policy described above for
all employees to determine Mr. Thornton's Fiscal 1997 compensation. In setting
Mr. Thornton's compensation, the Compensation Committee made an overall
assessment of Mr. Thornton's leadership in achieving the Company's long-term
strategic and business goals. Mr. Thornton's base salary reflects a
consideration of both the Company's performance and Mr. Thornton's individual
performance. The Company does not assign specific weights to these categories.
In July 1996, the Compensation Committee increased Mr. Thornton's base
salary from $154,500 to $160,000 and approved a bonus to Mr. Thornton of $11,399
for Fiscal 1996, which was approximately 7.3% of base salary, the same
percentage awarded to all employees, except Doyle C. Weeks. For the reasons set
forth above, the Compensation Committee increased Mr. Thornton's base salary for
Fiscal 1998 by approximately the cost of living increase as of January 1, 1997.
On April 28, 1997, the Compensation Committee approved a bonus for Mr. Thornton
for Fiscal 1997 of $32,000 in accordance with the Company's bonus program for
senior executive officers adopted in July 1996 by the Compensation Committee.
Members of the Compensation Committee
David S. Butler
Oscar L. Pierce
Douglas E. Pritchett
12
<PAGE> 15
COMPARATIVE PERFORMANCE GRAPH
The following line graph compares the percentage change in the cumulative
total shareholder return on the Company's Common Stock from July 28, 1995, the
completion of the Company's initial public offering, to March 31, 1997, against
the cumulative total return of the NASDAQ Stock Market -- U.S. and the
cumulative total return of a published group index for the NASDAQ Computer
Manufacturer group (Peer Group), provided by the NASDAQ Stock Market. The graph
assumes the investment on July 28, 1995, of $100 in Cybex Computer Products
Corporation Common Stock, the NASDAQ Stock Market -- U.S. and the Peer Group.
The cumulative total return assumes reinvestment of dividends.
COMPARISON OF 20 MONTH CUMULATIVE TOTAL RETURN*
AMONG CYBEX COMPUTER PRODUCTS CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ COMPUTER MANUFACTURER INDEX
<TABLE>
<CAPTION>
CYBEX
COMPUTER NASDAQ
MEASUREMENT PERIOD PRODUCTS NASDAQ STOCK COMPUTER
(FISCAL YEAR COVERED) CORPORATION MARKET (U.S.) MANUFACTURER
<S> <C> <C> <C>
7/28/95 100 100 100
3/96 82 119 127
3/97 86 132 139
</TABLE>
* $100 invested on 7/28/95 in stock or on 6/30/95 in index -- including
reinvestment of dividends. Fiscal year ending March 31.
SHAREHOLDERS LIST
A complete list of the Shareholders entitled to vote at the annual meeting
of Shareholders to be held on July 29, 1997, will be available for inspection
during normal business hours at the principal office of the Company for a period
of at least 10 days prior to the meeting, upon written request to the Company by
a Shareholder, and at all times during the annual meeting at the place of the
meeting.
CYBEX COMPUTER PRODUCTS CORPORATION WILL PROVIDE WITHOUT CHARGE A COPY OF
ITS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, FOR ITS FISCAL YEAR ENDED MARCH 31, 1997, TO
13
<PAGE> 16
ANY BENEFICIAL OWNER OF CYBEX COMPUTER PRODUCTS CORPORATION COMMON STOCK AS OF
JUNE 16, 1997, WHO REQUESTS IN WRITING A COPY OF SUCH FROM ITS CHIEF FINANCIAL
OFFICER, DOYLE C. WEEKS, C/O CYBEX COMPUTER PRODUCTS CORPORATION, 4912 RESEARCH
DRIVE, HUNTSVILLE, ALABAMA 35805.
SHAREHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
SHAREHOLDER PROPOSALS TO BE PRESENTED FOR CONSIDERATION AT THE NEXT ANNUAL
MEETING OF SHAREHOLDERS OF THE COMPANY MUST BE RECEIVED BY THE COMPANY NO LATER
THAN JANUARY 31, 1998.
INCORPORATION BY REFERENCE
The Consolidated Financial Statements of the Company and Management's
Discussion and Analysis of Financial Conditions and Results of Operations, set
forth in the Company's Annual Report to Shareholders accompanying this Proxy
Statement, are hereby incorporated herein.
CYBEX COMPUTER PRODUCTS CORPORATION
/s/ REMIGIUS G. SHATAS
Remigius G. Shatas,
Secretary
14
<PAGE> 17
APPENDIX
CYBEX COMPUTER PRODUCTS CORPORATION
HUNTSVILLE, ALABAMA
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHAREHOLDERS ON THE 29TH DAY OF JULY, 1997.
The undersigned hereby appoints Stephen F. Thornton and Remigius G. Shatas,
and each of them, each with the power to appoint his substitute, attorneys with
the powers the undersigned would possess if personally present to vote all of
the Common Stock of Cybex Computer Products Corporation held of record by the
undersigned on June 16, 1997, at the annual meeting of the Shareholders to be
held on the 29th day of July, 1997, at the Holiday Inn, Research Park, 5903
University Dr., N.W., Huntsville, Alabama 35806, at 10:30 A.M. (local time), and
at any adjournments thereof, upon the matters set forth below and described in
the notice and proxy statement for said meeting, copies of which have been
received by the undersigned; and, in their discretion, upon all other matters
which may come before the meeting. Without otherwise limiting the general
authorization hereby given, said attorneys are instructed to vote as follows on
the matters set forth below:
(1) ELECTION OF DIRECTORS
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as marked to the contrary below) to vote for all nominees listed below
INSTRUCTION -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Stephen F. Thornton, Remigius G. Shatas, David S. Butler, Oscar L. Pierce,
Douglas E. Pritchett
(2) Proposal to amend the Company's 1995 Employee Stock Option Plan to increase
the number of shares of Common Stock reserved for issuance thereunder from
281,250 to 581,250.
FOR: [ ] AGAINST: [ ] ABSTAIN: [ ]
(3) Proposal to ratify the engagement of the accounting firm of Coopers &
Lybrand L.L.P. as independent public accountants for the current fiscal
year.
FOR: [ ] AGAINST: [ ] ABSTAIN: [ ]
(4) In their discretion, upon such other matters as may properly come before the
meeting.
The shares represented by this proxy will be voted in accordance with the
specifications made by the undersigned herein. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED IN FAVOR OF ALL OF THE PROPOSALS.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE, EVEN THOUGH YOU PLAN TO ATTEND THIS MEETING.
To help our preparations for the meeting, please check here if you plan to
attend. [ ]
SIGN HERE EXACTLY AS NAME(S)
APPEAR(S) ABOVE:
----------------------------------
Date:
-----------------------------
----------------------------------
Date:
-----------------------------
WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE 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.
IF YOUR ADDRESS HAS CHANGED, PLEASE NOTE NEW ADDRESS:
