<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
To be held August 17, 1998
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
Drive, N.W., Huntsville, Alabama 35806, on the 17th day of August, 1998, 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 vote upon a proposal to adopt the 1998 Employee
Stock Incentive Plan which reserves for issuance thereunder 750,000 shares
of the Company's common stock, par value $.001 per share;
(3) To consider and vote upon a proposal to ratify the engagement of
the accounting firm of PricewaterhouseCoopers LLP as independent auditors
for the current fiscal year; and
(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 the Company for the fiscal year ended March 31, 1998,
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 July 10, 1998, 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
Huntsville, Alabama
July 17, 1998.
<PAGE> 3
Cybex Logo
4912 RESEARCH DRIVE
HUNTSVILLE, ALABAMA 35805
ANNUAL MEETING OF SHAREHOLDERS
AUGUST 17, 1998
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 (the
"Company") to be voted at the annual meeting of shareholders to be held at the
Holiday Inn, Research Park, 5903 University Drive, N.W., Huntsville, Alabama
35806, on August 17, 1998 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 July 17, 1998.
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 the
adoption of the 1998 Employee Stock Incentive Plan, (c) FOR the ratification of
the engagement of the firm of PricewaterhouseCoopers LLP 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.
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 Doyle C. Weeks,
the Assistant Secretary of the Company, in writing at any time prior to the
commencement of the 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 July 10, 1998, has been fixed as the record date
for the purpose of determining the shareholders entitled to notice of and to
vote at the annual meeting. Each share of Common Stock is entitled to one vote
on all matters.
<PAGE> 4
OUTSTANDING SECURITIES
As of the close of business on July 10, 1998, the Company had authorized
25,000,000 shares of common stock, par value $.001 per share (the "Common
Stock"), of which 8,292,771 were issued and outstanding and entitled to vote. On
March 30, 1998, the Company announced a 3-for-2 stock split, effected as a 50%
stock dividend (the "Stock Split"). The additional new shares were distributed
to shareholders on April 28, 1998. All stock and stock option information
contained herein gives retroactive effect to the Stock Split. The Common Stock
is the Company's only outstanding voting stock.
BUSINESS TO BE CONSIDERED AT THE 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 adopt the 1998 Employee Stock Incentive Plan which
reserves for issuance thereunder 750,000 shares of the Company's
Common Stock;
(3) A proposal to ratify the engagement of the accounting firm of
PricewaterhouseCoopers LLP as independent auditors for the current
fiscal year; and
(4) The transacting of 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 August 17, 1998, 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 six (6) the number of members to
serve on the Board of Directors. Proxies cannot be voted for a greater number of
persons than the number of nominees named. The six 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 six (6)
members, all of whom are nominees for election to the Board of Directors at this
meeting. Five of the present Directors were elected to the Board of Directors of
the Company during 1997 by the shareholders. Doyle C. Weeks was elected to the
Board of Directors by the Board of Directors in April 1998. 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. If any nominee becomes 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 the name, age and principal occupation for
the previous five years of each nominee for Director and the year in which each
became a Director:
<TABLE>
<CAPTION>
SERVED AS
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
---- --- -------------------- ---------
<S> <C> <C> <C>
Stephen F. Thornton 58 Chairman of the Board of the Company since 1987; 1984
President and Chief Executive Officer of the Company
since 1984.
Remigius G. Shatas 50 Executive Vice President -- Technology and 1981
Acquisitions and Secretary of the Company since April
1997; Senior Vice President, Chief Technical Officer
and Secretary of the Company from 1995 to 1997; Chief
Technical Officer, Secretary and Treasurer of the
Company from 1984 to 1995.
David S. Butler 56 President of Electronic Manufacturer's Agents since 1984
1974.
Oscar L. Pierce 66 Retired as a Vice President of Universal Data Systems, 1988
Inc. in 1985.
Douglas E. Pritchett 42 Chief Financial Officer of Barber Dairies, Inc. since 1995
1992; Partner, Coopers & Lybrand L.L.P. from 1987 to
1992.
Doyle C. Weeks 52 Senior Vice President -- Finance, Chief Financial 1998
Officer, and Treasurer of the Company since 1995 and
also Assistant Secretary of the Company since January
1998; Vice President -- Finance, Chief Financial
Officer and Treasurer of Phoenix Microsystems, Inc.
from 1985 to 1994 and member of the Board during 1994.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held four meetings during Fiscal 1998. All of the
Directors were present at all of the meetings of the Board of Directors and the
committees on which they served during Fiscal 1998.
The Audit Committee, consisting of Douglas E. Pritchett, Oscar L. Pierce
and David S. Butler, confers with the auditors and determines the scope of their
annual and interim examinations, determines through discussions with the
auditors and otherwise that no restrictions were placed by management on the
scope of the examination or its implementation, inquires into the effectiveness
of the Company's accounting and internal control functions, reports to the Board
of Directors on the results of the committee's activities and recommends any
changes in the appointment of independent auditors which the committee may deem
to be in the best interest of the Company and its shareholders. No member of the
Audit Committee may be an officer or employee of the Company. The Audit
Committee held one meeting during Fiscal 1998, and all members of the committee
were present.
The Compensation Committee, consisting of David S. Butler, Oscar L. Pierce
and Douglas E. Pritchett, establishes the general compensation policy for the
Company and has the responsibility for the approval of increases in directors'
fees and for determining salaries and bonuses paid to executive officers of the
Company. The Compensation Committee also possesses all of the powers of
administration under all of the Company's employee benefit plans, including the
Company's 1995 Employee Stock Option Plan, as amended (the "1995 Employee
Plan"), the 1998 Employee Stock Incentive Plan and any bonus plans, retirement
plans, stock purchase plans and medical, dental and insurance plans. In
connection therewith, the Compensation Committee determines, subject to the
provisions of the Company's plans, the directors, officers and employees of the
Company eligible to participate in any of the plans, the extent of such
participation and the terms and conditions under which benefits may be vested,
received or exercised. The Compensation Committee held two meetings during
Fiscal 1998, and all members of the committee were present at both meetings.
The Company has no nominating committee.
3
<PAGE> 6
COMPENSATION OF DIRECTORS
Directors who are employees of the Company receive no additional
compensation for serving on the Board of Directors. Messrs. Butler, Pierce and
Pritchett received $5,000 as annual compensation in Fiscal 1998 for serving on
the Board of Directors. Mr. Pritchett also received $5,000 in Fiscal 1998 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 1998, options to purchase shares of the Company's Common
Stock were granted to each of the three (3) outside directors. After taking into
account the Stock Split, the options awarded in Fiscal 1998 were as follows:
David S. Butler -- 3,750 shares at an exercise price of $21.63 per share; Oscar
L. Pierce -- 3,750 shares at an exercise price of $21.63 per share; and Douglas
E. Pritchett -- 3,750 shares at an exercise price of $21.63 per share.
OFFICERS
The offices held by Stephen F. Thornton, Remigius G. Shatas and Doyle C.
Weeks are designated in the Nominees chart appearing on page 3 of this Proxy
Statement. Robert A. Asprey, age 47, has been employed by the Company 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. R. Byron Driver, age 57, 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.
Christopher L. Thomas, age 42, served as the Company's Engineering Product
Manager from February 1995 to March 1996, Vice President of Engineering from
March 1996 to April 1997 and currently serves as Senior Vice President of
Engineering. Gary R. Johnson, age 48, Senior Vice President of Sales and
Marketing since April 1997, was formerly Vice President of Sales Channel
Development from March 1996 to March 1997. From May 1986 to February 1996, he
was the owner of Sales and Marketing Solutions, Inc. In March 1998, Kieran
MacSweeney, age 40, was promoted to President of Cybex Europe Ltd. He was
formerly Managing Director of Cybex Europe Ltd. from October 1996 to March 1998.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF ALL OF THE PROPOSED NOMINEES TO THE BOARD OF DIRECTORS.
1998 EMPLOYEE STOCK INCENTIVE PLAN
On April 27, 1998, the Board of Directors adopted, subject to the approval
of the Company's shareholders, the 1998 Employee Stock Incentive Plan (the "1998
Employee Plan"), which reserves 750,000 shares of the Company's Common Stock for
issuance pursuant to the exercise of options or restricted stock awards granted
under the 1998 Employee Plan to officers and employees of the Company. All
active, full-time employees of the Company will be eligible to participate in
the 1998 Employee Plan.
The Company's Compensation Committee will administer the 1998 Employee Plan
and will nominate officers and employees to whom options or restricted stock
awards are to be granted by the Board of Directors. The exercise price and
vesting schedule for option and restricted stock award grants will be
established at the time of grant by the Compensation Committee, in its sole
discretion. Generally, the exercise price for options is the market value of the
Company's Common Stock on the grant date and the term will be ten (10) years.
Options granted under the 1998 Employee Plan will 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 1998 Employee Plan
will not be a qualified pension, profit sharing or stock bonus plan under
Section 401(a) of the Code, nor will the 1998 Employee Plan be an "employee
benefit plan" subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Under the 1998 Employee Plan, a restricted stock award is the right to the
grant or purchase, at a price determined by the Compensation Committee, of
Common Stock of the Company which is nontransferable and subject to a
substantial risk of forfeiture until specific conditions are met. The conditions
for vesting may
4
<PAGE> 7
be based on continuing employment or the achievement of preestablished financial
objectives or both, and will be determined by the Compensation Committee.
An optionee will recognize no taxable income upon the grant of a stock
option or the grant of a restricted stock award. 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 entitled to a federal income tax deduction
in an amount equal to such excess, provided the Company complies with the
applicable withholding rules.
As of the date hereof, no options or restricted stock awards have been
granted under the 1998 Employee Plan.
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 1998 Employee 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 July 10, 1998, the market value of the Common Stock of the Company
was $27.50 per share.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ADOPTION OF THE 1998 EMPLOYEE PLAN.
SELECTION OF AUDITORS
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P., which merged
with Price Waterhouse LLP, effective July 1, 1998), 1901 Sixth Avenue North,
1600 AmSouth Harbert Plaza, Birmingham, Alabama 35203, is recommended for
selection as the independent auditors of the Company for the current fiscal
year. Coopers & Lybrand L.L.P. has served as independent auditors of the Company
for the fiscal years ended March 31, 1997 and 1998 and has performed an audit of
the financial statements of the Company for the fiscal year ended March 31,
1998. Services provided by PricewaterhouseCoopers LLP include 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 (the "SEC"), and preparation of state and federal income tax
returns. A representative of PricewaterhouseCoopers LLP is expected to attend
the annual meeting, and will have 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.
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 July 10, 1998, by (i) each of the
Company's directors; (ii) the Company's chief executive officer ("CEO") and the
four most highly compensated executive officers of the Company other than the
CEO whose total annual salary and bonus exceeded $100,000 in Fiscal 1998
(collectively, 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 (iv) 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>
COMMON STOCK BENEFICIALLY OWNED
--------------------------------
NAME # OF SHARES(1) % OF CLASS
- ---- -------------- ----------
<S> <C> <C>
Stephen F. Thornton 743,605(2)(11) 8.95%
Remigius G. Shatas 471,277(3) 5.68%
FMR Corporation
82 Devonshire Street
Boston, MA 02109 521,100 6.28%
Robert A. Asprey 279,937(4) 3.37%
Oscar L. Pierce 325,050(5)(11) 3.91%
David S. Butler 148,834(6) 1.79%
R. Byron Driver 51,287(7) *
Doyle C. Weeks 42,600(8) *
Douglas E. Pritchett 24,750(9) *
All executive officers and directors as
a group (8 persons) 2,087,340(10) 24.75%
</TABLE>
- ---------------
* Less than 1%
(1) The number of shares set forth in the table reflects the 3-for-2 stock
split effected on April 28, 1998.
(2) Includes (i) 399,543 shares owned directly by Stephen F. Thornton (of which
13,500 shares are represented by exercisable options); (ii) 168,000 shares
owned by Judy Thornton, his wife; and (iii) 176,062 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.
(3) Includes (i) 317,902 shares owned directly by Remigius G. Shatas (of which
11,250 shares are represented by exercisable options); (ii) 3,375 shares
owned by his wife; and (iii) 150,000 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.
(4) Includes 11,250 shares represented by exercisable options.
(5) Includes (i) 302,550 shares owned directly by Oscar L. Pierce (of which
15,000 shares are represented by exercisable options); and (ii) 22,500
shares owned by his wife.
(6) Includes (i) 123,022 shares owned directly by David S. Butler (of which
23,437 shares are represented by exercisable options); (ii) 5,000 shares
held by him in his 401(k) Plan; and (iii) 20,812 shares owned by his wife.
(7) Includes (i) 51,212 shares owned directly by R. Byron Driver (of which
3,000 shares are represented by exercisable options); and (ii) 75 shares
owned by his wife.
(8) Includes (i) 40,125 shares owned directly by Doyle C. Weeks (of which
39,375 shares are represented by exercisable options); and (ii) 2,475
shares held by him in his IRA.
(9) Includes 24,750 shares owned directly by Douglas E. Pritchett (of which
23,250 shares are represented by exercisable options).
(10) Includes 140,062 shares represented by exercisable options.
6
<PAGE> 9
(11) Oscar L. Pierce is the brother-in-law of Stephen F. Thornton. These two
individuals beneficially own, in the aggregate, 1,068,655 shares (of which
28,500 shares are represented by exercisable options), constituting
approximately 12.84% of the total outstanding Common Stock of the Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
10% of the Company's Common Stock, to file with the SEC initial reports of
ownership and reports of changes in ownership of the Common Stock. The executive
officers, directors and greater than 10% stockholders of the Company are
required by SEC rules to furnish the Company with copies of all Section 16(a)
reports they file. There are specific due dates for these reports and the
Company is required to report in this Proxy Statement any failure to file
reports as required during Fiscal 1998. Based upon a review of these filings,
the Company believes that the reporting and filing requirements relating to
ownership of Common Stock were complied with during Fiscal 1998, except that Mr.
Pierce was late in filing one report regarding a gift of 22,500 shares to his
wife.
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(1) COMPENSATION(2)
------------- ---- -------- ------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Stephen F. Thornton, Chairman of 1998 $165,150 $89,800 22,500 $5,055
the Board, Chief Executive Officer 1997 160,150 32,000 22,500 5,416
and President 1996 154,000 11,399 0 5,021
Remigius G. Shatas, Executive Vice 1998 139,650 75,921 18,750 3,712
President -- Technology and 1997 135,150 27,000 18,750 3,159
Acquisitions and Secretary 1996 129,942 9,475 0 3,085
Robert A. Asprey, Senior Vice 1998 124,150 67,486 18,750 3,172
President, Chief Scientist 1997 120,150 18,000 18,750 2,148
1996 115,371 8,411 0 2,572
R. Byron Driver, Senior Vice 1998 115,150 62,588 15,000 2,092
President -- Operations and 1997 105,150 10,500 0 1,610
Chief Operating Officer 1996 102,450 7,468 0 2,086
Doyle C. Weeks, Senior Vice 1998 115,150 97,588 15,000 3,826
President -- Finance, Chief 1997 105,150 25,500 15,000 2,688
Financial Officer, Treasurer, 1996 100,939 22,506 15,000 2,599
and Assistant Secretary
</TABLE>
- ---------------
(1) The amounts listed in this column represent the number of securities
underlying options after taking into account the Stock Split.
(2) The amounts listed in this column represent for 1998, 1997 and 1996,
respectively: (i) employer contributions to the Company's 401(k) Retirement
Plan: Stephen F. Thornton, $1,843, $2,573 and $2,178; Remigius G. Shatas,
$2,502, $2,045 and $1,971; Robert A. Asprey, $2,033, $996 and $1,460; R.
Byron Driver, $994, $530 and $1,036; and Doyle C. Weeks, $2,728, $1,608 and
$1,627; (ii) life insurance premiums: Stephen F. Thornton, $2,638, $2,269
and $2,269; Remigius G. Shatas, $636, $540 and $540; Robert R. Asprey, $565,
$578 and $538; R. Byron Driver, $524, $506 and $478; and Doyle C. Weeks,
7
<PAGE> 10
$524, $506 and $432; and (iii) disability insurance premiums: Stephen F.
Thornton, $574, $574 and $574; Remigius G. Shatas, $574, $574 and $574;
Robert A. Asprey, $574, $574 and $574; R. Byron Driver, $574, $574 and $572;
and Doyle C. Weeks, $574, $574 and $540.
Option Grants in Fiscal 1998. The following table sets forth certain
information concerning individual grants of stock options made during Fiscal
1998 to certain of the Named Executive Officers:
<TABLE>
<CAPTION>
NUMBER OF POTENTIAL REALIZABLE
SECURITIES % OF TOTAL VALUE AT ASSUMED
UNDERLYING OPTIONS EXERCISE RATES OF STOCK
OPTIONS GRANTED TO OR BASE PRICE APPRECIATION FOR
GRANTED EMPLOYEES IN PRICE EXPIRATION OPTION TERMS(2)
NAME (#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- ---------- ------------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Thornton 22,500 9.58 11.92 4/28/07 168,622 427,322
Remigius G. Shatas 18,750 7.99 10.83 4/28/07 127,744 323,729
Robert A. Asprey 18,750 7.99 10.83 4/28/07 127,744 323,729
R. Byron Driver 15,000 6.39 10.83 4/28/07 102,195 258,983
Doyle C. Weeks 15,000 6.39 10.83 4/28/07 102,195 258,983
</TABLE>
- ---------------
(1) The amounts listed in this column represent the number of securities
underlying options after taking into account the Stock Split. All options
outstanding were issued under the Company's 1995 Employee Plan. Options are
exercisable 20% per year commencing on the first anniversary 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 table sets forth
certain information concerning the exercise of stock options during Fiscal 1998
by each of the Named Executive Officers and the fiscal year-end value of
unexercised options.
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF VALUE OF VALUE OF
SECURITIES SECURITIES UNEXERCISED UNEXERCISED
UNDERLYING UNDERLYING IN-THE- IN-THE-
SHARES UNEXERCISED UNEXERCISED MONEY MONEY
ACQUIRED VALUE OPTIONS AT OPTIONS AT OPTIONS AT OPTIONS AT
ON EXERCISE REALIZED FY-END(#) FY-END(#) FY-END($) FY-END($)
NAMES (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----- ----------- -------- ----------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Stephen F. Thornton 0 0 4,500 40,500 43,236 393,249
Remigius G. Shatas 0 0 3,750 33,750 40,155 364,520
Robert A. Asprey 0 0 3,750 33,750 40,155 364,520
Doyle C. Weeks 15,000 178,338 30,375 50,250 520,380 668,993
R. Byron Driver 25,312 359,992 0 15,000 0 163,120
</TABLE>
401(k) Retirement Plan. The Company maintains a retirement plan pursuant
to Section 401(k) of the Code (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 $32,353, $52,623 and $58,088 for
Fiscal 1996, Fiscal 1997 and Fiscal 1998, 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 no
discretionary contributions to the KPlan for Fiscal 1996, Fiscal 1997 and Fiscal
1998. Company contributions are allocated to each participant on the basis of
compensation. Participants may make contributions to the KPlan 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
8
<PAGE> 11
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.
The Company also maintains a defined contribution plan (the "Contribution
Plan") for employees of its wholly-owned subsidiary, Cybex Europe, Ltd. The
Contribution Plan provides for employer contributions of 5% of employee base
salary and permits voluntary employee contributions of 5% of base salary. All
employee contributions vest immediately upon contribution, and employer
contributions vest ratably over five years. For Fiscal 1997 and Fiscal 1998, the
Company contributed $7,026 and $20,110, respectively, to the Contribution Plan.
EMPLOYMENT AND CONFIDENTIALITY AGREEMENTS
Employment Agreements. The Named 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 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 Plan upon
termination without cause.
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. All key employees 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,
9
<PAGE> 12
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, 1998.
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 Plan, (4) options or
shares of restricted stock awarded by the Company under the 1998 Employee Plan,
(5) amounts paid on behalf of executives under the Company's KPlan and (6)
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 Plan and the
1998 Employee Plan (collectively, the "Incentive Plans"). The Compensation
Committee selects the individuals who will receive awards under the Incentive
Plans and determines the timing, pricing and amounts of options or shares of
restricted stock granted under the Incentive Plans, each in accordance with the
terms of the respective Incentive 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 KPlan.
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, new product
introductions and new product acquisitions. 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-based 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 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.
10
<PAGE> 13
Base Salary. Each year, the Compensation Committee reviews and approves
the base salaries paid by the Company to the executive officers. All of the
Named Executive Officers executed employment agreements with the Company. These
employment agreements provide for a base salary for each executive officer. At
its meeting on April 27, 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 April 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 Named 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 April 27, 1997, the Compensation
Committee adopted a bonus program for senior executive officers of the Company
for Fiscal 1998 designed to award bonuses to the senior executives based upon
the achievement of certain financial goals in Fiscal 1998. The bonus program is
divided into two elements. The first element is based on the achievement of
certain sales and net income goals. In particular, the bonus program awards a
10% bonus if a specific revenue target was achieved and an additional 10% bonus
if a specific earnings per share target was achieved, excluding mergers,
acquisitions and reorganizations during Fiscal 1998. On April 27, 1998, 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 Fiscal 1998.
During Fiscal 1998, 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, expand its manufacturing, marketing and
distribution facilities in Europe, and increase international sales.
Substantially all of its goals for Fiscal 1998 were achieved, including the
specific revenue and earnings per share targets. The Compensation Committee
evaluated the performance of each executive officer and concluded that the
successful performance of the Company during Fiscal 1998 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 1998 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 1998 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 reflects 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 given to the executive officers, relating to the attainment of the
objectives. For Fiscal 1998, the Compensation Committee determined that a larger
percentage of executive compensation would be in the form of incentive
compensation based on increases in the market price of the Company's Common
Stock. Executive bonuses and incentive compensation for Fiscal 1998 consisted of
two elements. The first element consisted of a twenty percent (20%) cash bonus
to executive officers of the Company for the achievement of certain sales and
net income goals, as outlined above. The second element of the annual cash bonus
was based on increases in the market price of the Common Stock. A cash bonus
equal to two percent (2%) of base salary was 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 would reduce the bonus under the first element by an amount equal
to two percent (2%) of base salary for each five percent (5%) decrease in the
market price of the Common Stock. The price of the Common Stock had appreciated
86% from April 30, 1997 to March 31, 1998. Therefore, the bonus percentage
amount was 34.4% for Fiscal 1998. The Compensation Committee approved the
payment of bonuses to all senior executive officers with the exception of Gary
Johnson, Senior Vice President of Sales and Marketing and Kieran MacSweeney,
President of Cybex Europe, whose cash bonuses were based on achieving varying
levels of sales
11
<PAGE> 14
and profits, respectively. The Compensation Committee is solely responsible for
determining any bonus for Mr. Thornton.
The Compensation Committee also approved annual and one-time cash bonuses
to employees of the Company for Fiscal 1998 of up to an aggregate of $410,000.
Incentive Compensation. The purpose of the Company's Incentive Plans 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 Incentive
Plans utilize 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. For Fiscal 1998, the Company
granted options to purchase 120,000 shares of Common Stock to certain key
employees, of which options to purchase shares were granted to the following
executive officers: 22,500 to Stephen F. Thornton, 18,750 to Remigius G. Shatas,
18,750 to Robert A. Asprey, 15,000 to R. Byron Driver and 15,000 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 Stock Market on the date of grant. Under
the terms of the Incentive Plans, the Compensation Committee has sole authority,
within the terms of the Incentive Plans, to select the employees who will be
granted options under the Incentive Plans 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 Incentive Plans 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 Incentive Plans reward executive officers only to the
extent that shareholders have benefitted from increases in the value of the
Company's Common Stock.
CEO Compensation. Stephen F. Thornton has been President and Chief
Executive Officer 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 1998 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 April 1997, the Compensation Committee increased Mr. Thornton's base
salary from $160,150 to $165,150 and approved a bonus to Mr. Thornton of $32,000
for Fiscal 1997, which was approximately 20% of base salary. On April 27, 1998,
the Compensation Committee approved a bonus for Mr. Thornton for Fiscal 1998 of
$89,800 in accordance with the Company's bonus program for senior executive
officers adopted in April 1997 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, 1998, 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 32 MONTH CUMULATIVE TOTAL RETURN*
AMONG CYBEX COMPUTER PRODUCTS CORPORATION, THE NASDAQ STOCK MARKET
(U.S.) INDEX AND THE NASDAQ COMPUTER MANUFACTURER INDEX
[Comparative performance graph here]
<TABLE>
<CAPTION>
CYBEX NASDAQ
COMPUTER STOCK NASDAQ
MEASUREMENT PERIOD PRODUCTS MARKET COMPUTER
(FISCAL YEAR COVERED) CORPORATION (U.S.) MANUFACTURER
<S> <C> <C> <C>
7/28/95 100.00 100.00 100.00
3/31/96 82 119 127
3/31/97 86 132 139
3/31/98 192 200 246
</TABLE>
* $100 invested on July 28, 1995 in stock or on June 30, 1995 in
index -- including reinvestment of dividends. Fiscal year ending March 31.
GENERAL INFORMATION
SHAREHOLDERS LIST
A complete list of the Shareholders entitled to vote at the annual meeting
of Shareholders to be held on August 17, 1998, 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, 1998, to any
13
<PAGE> 16
beneficial owner of Cybex Computer Products Corporation Common Stock as of July
10, 1998, who requests in writing a copy of such from its Chief Financial
Officer, Doyle C. Weeks, c/o Cybex Computer Products Corporation, 4991 Corporate
Drive, Huntsville, Alabama 35805.
SHAREHOLDER PROPOSALS FOR 1999 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 at its
executive offices at 4991 Corporate Drive, Huntsville, Alabama 35805 no later
than June 1, 1999.
COUNTING OF VOTES
All matters specified in this Proxy Statement to be voted on at the annual
meeting will be by written ballot. Inspectors of election will be appointed,
among other things, to determine the number of shares outstanding, to determine
the shares represented at the annual meeting, to determine the existence of a
quorum and the authenticity, validity and effect of proxies, to receive votes of
ballots, to hear and determine all challenges and questions in any way arising
in connection with the right to vote, and to count and tabulate all votes and to
determine the result. Each item presented herein to be voted on at the annual
meeting must be approved by the affirmative vote of the holders of the number of
shares described under each such item. The inspectors of election will treat
shares represented by proxies that reflect abstentions as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Abstentions, however, do not constitute a vote "for" or "against" any
matter and thus will be disregarded in the calculation of a plurality or of
"votes cast."
Inspectors of election will treat shares referred to as "broker non-votes"
(i.e., shares held by a broker, or other fiduciary, holding shares for a
beneficial owner with authority to vote on one proposal but lacking authority to
vote on another proposal) as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. However, for purposes of
determining the outcome of any matter as to which the broker has physically
indicated on the proxy that it does not have discretionary authority to vote,
those shares will be treated as not present and not entitled to vote with
respect to that matter (even though those shares are considered entitled to vote
for quorum purposes and may be entitled to vote on other matters).
MISCELLANEOUS
The Company will bear the cost of printing, mailing and other expenses in
connection with this solicitation of proxies and will also reimburse brokers and
other persons holding shares in their names or in the names of nominees for
their expenses in forwarding this proxy material to the beneficial owners of
such shares. Certain of the directors, officers and employees of the Company
may, without any additional compensation, solicit proxies in person or by
telephone.
Management of the Company is not aware of any matters other than those
described above which may be presented for action at the meeting. If any other
matters properly come before the meeting, it is intended that the proxies will
be voted with respect thereto in accordance with the judgment of the person or
persons voting such proxies subject to the direction of the Board of Directors.
A copy of the Company's Annual Report has been mailed to all shareholders
entitled to notice of and to vote at the annual meeting.
14
<PAGE> 17
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 by reference herein.
CYBEX COMPUTER PRODUCTS CORPORATION
/s/ REMIGIUS G. SHATAS
Remigius G. Shatas
Secretary
15
<PAGE> 18
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 17TH DAY OF AUGUST, 1998.
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 July 10, 1998, at the annual meeting of the
Shareholders to be held on the 17th day of August, 1998, 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
on the reverse side 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 hereon.
If your address has changed, please note new address:
______________________________________________________
______________________________________________________
______________________________________________________
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
Please mark
your votes as [X]
indicated in
this example
(1) ELECTION OF DIRECTORS
FOR all nominees WITHHOLD
listed below AUTHORITY
(except as to vote for all
marked to nominees
the contrary) 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, DOYLE C. WEEKS
(2) Proposal to adopt the 1998 Employee Stock Incentive Plan with 750,000 shares
of Common Stock reserved for issuance thereunder.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(3) Proposal to ratify the engagement of the accounting firm of
PricewaterhouseCoopers LLP as independent public accounts for the current
fiscal year.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
(4) In their discretion, upon such other matters as may properly come before the
meeting.
To help our preparations for the meeting, please check here if you
plan to attend. [ ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE, EVEN THOUGH YOU PLAN TO ATTEND THIS 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.
SIGN HERE EXACTLY AS NAME(S) APPEAR(S) HEREON:
________________________________________________________________________________
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.
- --------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
