<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
VISIO 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF VISIO CORPORATION APPEARS HERE]
January 8, 1999
Dear Shareholder:
On behalf of Visio Corporation, I cordially invite you to attend our Annual
Meeting of Shareholders to be held on Wednesday, February 24, 1999, at 10:00
a.m., at the Four Seasons Olympic Hotel, 411 University Street, Seattle,
Washington.
This year you are asked to (1) elect seven directors to the Company's Board and
(2) ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for fiscal year 1999. Additional details regarding these issues are
provided in the attached Notice of Annual Meeting and Proxy Statement.
As the Company's Chief Executive Officer, I urge you to vote "For" both
proposals.
It is important that your shares be represented, whether or not you plan to
attend the meeting. Therefore, please complete, sign, date, and promptly return
the enclosed proxy in the enclosed postage-paid envelope. This will not limit
your right to attend the annual meeting and vote in person but will assist us
in our preparations for the meeting.
On behalf of the Board of Directors, I would like to express our appreciation
for your support of the Company. We look forward to seeing you at the meeting.
Sincerely,
/s/ Jeremy A. Jaech
Jeremy A. Jaech
President, Chief Executive Officer and
Director
<PAGE>
VISIO CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 24, 1999
To The Shareholders of Visio Corporation:
NOTICE IS HEREBY GIVEN that the annual meeting of the shareholders of Visio
Corporation, a Washington corporation (the "Company"), will be held at the
Four Seasons Olympic Hotel, 411 University Street, Seattle, Washington, on
Wednesday, February 24, 1999, at 10:00 a.m., local time, for the following
purposes:
1. To elect seven directors of the Company to serve for the ensuing year
until the Company's 2000 annual meeting of shareholders and until their
successors are elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for fiscal year 1999.
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on December 21, 1998
are entitled to notice of, and to vote at, this meeting or any adjournment or
postponement thereof.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Wm. Kenneth McGraw
Wm. Kenneth McGraw
General Counsel and Secretary
Seattle, Washington
January 8, 1999
IMPORTANT
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, WE URGE YOU TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
TO ENSURE YOUR REPRESENTATION AT THE MEETING. PROMPTLY COMPLETING, SIGNING,
DATING AND RETURNING THE PROXY WILL SAVE THE COMPANY THE EXPENSES AND EXTRA
WORK OF ADDITIONAL SOLICITATION. AN ADDRESSED ENVELOPE FOR WHICH NO POSTAGE
IS REQUIRED IF MAILED IN THE UNITED STATES IS ENCLOSED FOR THAT PURPOSE.
SENDING IN YOUR PROXY WILL NOT PREVENT YOU FROM VOTING YOUR SHARES AT THE
MEETING IF YOU DESIRE TO DO SO, AS YOUR PROXY IS REVOCABLE AT YOUR OPTION.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER,
BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN
FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
VISIO CORPORATION
520 PIKE STREET
SEATTLE, WASHINGTON 98101
PROXY STATEMENT FOR ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD FEBRUARY 24, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Visio Corporation (the "Company") to be
voted at the annual meeting of the shareholders of the Company, or at any
adjournment or postponement thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Shareholders. The annual meeting
will be held at 10:00 a.m. on Wednesday, February 24, 1999, at the Four
Seasons Olympic Hotel, 411 University Street, Seattle, Washington. This Proxy
Statement was first mailed to shareholders on January 8, 1999.
The principal executive offices of the Company are at 520 Pike Street, Suite
1800, Seattle, Washington 98101, and its telephone number at that location is
(206) 521-4500. In February 1999, the Company will relocate its principal
executive offices to 2211 Elliott Avenue, Seattle, Washington 98121. The
Company's telephone number at that location will be (206) 956-6000.
INFORMATION CONCERNING SOLICITATION AND VOTING
RECORD DATE AND SHARES OUTSTANDING
Shareholders of record at the close of business on December 21, 1998 are
entitled to notice of and to vote at the annual meeting. On December 21, 1998,
there were 30,331,949 shares of common stock outstanding, held of record by
233 shareholders. All share numbers in this Proxy Statement reflect a two-for-
one split effective August 8, 1997.
VOTING TABULATION
Voting; Quorum. Every shareholder voting for the election of directors is
entitled to one vote for each share of common stock held. Shareholders do not
have the right to cumulate their votes in the election of directors. On all
other matters, each share is likewise entitled to one vote on each proposal or
item that comes before the annual meeting. The Company's Bylaws provide that a
majority of the shares entitled to vote, represented in person or by proxy,
constitutes a quorum for the transaction of business.
Vote Required. Under the Washington Business Corporation Act, the election
of the Company's directors requires a plurality of the votes represented in
person or by proxy at the meeting, and the ratification of the appointment of
the Company's independent auditors requires that the votes in favor exceed the
votes against the proposal. Votes cast by proxy or in person at the meeting
will be tabulated by ChaseMellon Shareholder Services.
Effect of an Abstention and Broker Nonvotes. A shareholder who abstains from
voting on any or all proposals will be included in the number of shareholders
present at the meeting for the purpose of determining the presence of a
quorum. Abstentions will not be counted either in favor of or against the
election of the nominees for director or other proposals. Under the rules of
the National Association of Securities Dealers, brokers holding stock for the
accounts of their clients who have not been given specific voting instructions
by their clients as to the election of directors or the ratification of
auditors may vote their clients' proxies in their own discretion with respect
to such proposals. Accordingly, there can not be any broker nonvotes on these
matters.
1
<PAGE>
Voting Electronically Via Internet or Telephone; Electronic Distribution of
Proxy Materials. A large number of banks and brokerage firms are participating
in the ADP Investor Communication Services online program. This program
provides shareholders whose shares are registered in the name of a
participating bank or brokerage firm the opportunity to vote via the Internet
or by telephone. The voting form sent to a beneficial owner will provide
instructions if such options are available. In addition, if a shareholder who
holds shares of the Company's common stock in a bank or brokerage account also
holds shares of another company in the same account, and such shareholder
consented to the electronic distribution of the proxy materials of such other
company, then the Company's proxy materials will be made available to the
shareholder electronically, and the shareholder will not receive a paper copy
of such materials. Prior to the annual meeting, the shareholder will receive
information on how to access the proxy materials as well as voting
instructions.
Except as provided in the preceding paragraph, all shareholders of the
Company will receive paper copies of the Company's proxy materials for the
1999 annual meeting. However, in connection with its 2000 annual meeting of
shareholders, the Company currently intends to provide its shareholders with
the option to access the related proxy materials electronically in lieu of
receiving paper copies. Accompanying this Proxy Statement are instructions for
shareholders who wish to exercise this option for the 2000 annual meeting.
SOLICITATION OF PROXIES
The proxy accompanying this Proxy Statement is solicited by the Board of
Directors of the Company. The cost of solicitation of proxies will be borne by
the Company. Proxies may be solicited by officers, directors, and regular
supervisory and executive employees of the Company, none of whom will receive
any additional compensation for their services. Also, ChaseMellon Shareholder
Services may solicit proxies at an approximate cost of $3,500 plus reasonable
expenses. Such solicitations may be made personally or by mail, facsimile,
telephone, telegraph, or messenger. The Company will pay persons holding
shares of common stock in their names or in the names of nominees, but not
owning such shares beneficially, such as brokerage houses, banks, and other
fiduciaries, for reasonable out-of-pocket and clerical expenses of forwarding
solicitation materials to their principals.
REVOCABILITY OF PROXIES
Shareholders who execute proxies retain the right to revoke them at any time
prior to the exercise of the powers conferred thereby, by delivering a signed
statement to the Secretary of the Company at or prior to the annual meeting or
by executing another proxy dated as of a later date.
PROPOSALS OF SHAREHOLDERS
In accordance with the Company's Bylaws, a shareholder proposing to transact
business at the Company's annual meeting of shareholders must provide notice
of such proposal, in the manner required by the Company's Bylaws, no later
than 60 days prior to the date of such annual meeting (or, if the Company
provides less than 60 days' notice of such meeting, no later than 10 days
after the date of the Company's notice). For shareholder proposals to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to its 2000 annual meeting of shareholders, such proposals must be
received by the Company no later than September 10, 1999. In addition, if the
Company receives notice of a shareholder proposal after November 24, 1999, the
persons named as proxies in such proxy statement and form of proxy will have
discretionary authority to vote on such shareholder proposal.
2
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Seven directors are to be elected at the annual meeting, to hold office
until the next annual meeting of shareholders and until their successors are
elected and qualified. It is intended that the accompanying proxy will be
voted in favor of the following persons to serve as directors unless the
shareholder indicates to the contrary on the proxy. Management expects that
each of the nominees will be available for election, but, if any of them is
not a candidate at the time the election occurs, it is intended that such
proxy will be voted for the election of another nominee to be designated by
the Board of Directors to fill any such vacancy.
NOMINEES
Jeremy A. Jaech, age 44, is a founder of the Company and has been its
President, Chief Executive Officer and a director, acting as Chairman of the
Board, since 1990. Before founding the Company, Mr. Jaech co-founded Aldus
Corporation ("Aldus"), a software development company that was acquired by
Adobe Systems Inc., where he was the technical leader for the original
development of PageMaker from April 1984 to July 1985. Mr. Jaech managed
Aldus' product development as Vice President of Engineering from July 1985 to
March 1989.
Theodore C. Johnson, age 42, is a founder of the Company and has been its
Executive Vice President since September 1996, its Chief Technology Officer
since April 1997, and a director since September 1990. From September 1990 to
September 1996, he served as the Company's Vice President, Product
Development. Mr. Johnson also served as the Company's Treasurer from September
1990 to August 1995 and as the Company's Secretary from September 1990 to
September 1996. From May 1985 to September 1990, Mr. Johnson was employed at
Aldus in various development roles.
Tom A. Alberg, age 58, has been a director of the Company since June 1995.
Since January 1996, Mr. Alberg has been a principal of Madrona Investment
Group, L.L.C., a private venture investment firm. Mr. Alberg was the
President, Chief Operating Officer and a director of LIN Broadcasting
Corporation, a cellular telephone company, from April 1991 to October 1995,
and an Executive Vice President of AT&T Wireless Services, formerly McCaw
Cellular Communications, Inc., from July 1990 to October 1995. Prior to July
1990, Mr. Alberg was Chairman of the Executive Committee and a partner in the
law firm of Perkins Coie, Seattle, Washington. Mr. Alberg is also a director
of Active Voice Corporation, Advanced Digital Information Corporation,
Amazon.com, Inc., Emeritus Corporation, MOSAIX, Inc. and Teledesic
Corporation.
Tom Byers, Ph.D., age 45, has been a director of the Company since May 1995.
Since July 1995, Dr. Byers has been an associate professor at Stanford
University, and he is a founder of the Stanford Technology Ventures Program,
which is the entrepreneurship center for the university's engineering school.
Dr. Byers is also the academic director of the AEA/Stanford Executive
Institute. From January 1994 to June 1995, Dr. Byers was a lecturer in
technology entrepreneurship and marketing at both the University of
California, Berkeley and Stanford University. Dr. Byers was the co-founder of
Slate Corporation, a software development company, its President from February
1990 to May 1993 and a consultant from June 1993 to December 1993.
John R. Johnston, age 46, has been a director of the Company since June
1991. Since September 1988, Mr. Johnston has been a general partner of various
Technology Venture Investors entities, which are private venture capital
limited partnerships. Such partnerships include TVI Management 4, LP and
Technology Venture Investors 4. Since August 1995, Mr. Johnston has been a
general partner of August Capital, a private venture capital limited
partnership. Mr. Johnston was initially elected to the Board of Directors
pursuant to the provisions of a stock purchase agreement.
Douglas J. Mackenzie, age 39, has been a director of the Company since March
1992. Mr. Mackenzie has served with certain venture capital partnerships
organized under the Kleiner Perkins Caufield & Byers name since June 1989,
most recently as a general partner of Kleiner Perkins Caufield & Byers VIII,
LP. Mr. Mackenzie was initially elected to the Board of Directors pursuant to
the provisions of a stock purchase agreement.
3
<PAGE>
Scott Oki, age 50, has been a director of the Company since February 1992.
Mr. Oki retired from Microsoft in 1992, where he was head of its International
Operations from March 1982 to September 1986 and Senior Vice President of
Sales, Marketing and Services from September 1986 until his retirement. Mr.
Oki has been the Chairman of Oki Developments, Inc. since 1992 and is the
Chief Volunteer of The Oki Foundation, a nonprofit organization. Mr. Oki is a
past President of the Board of Regents of the University of Washington.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THESE NOMINEES.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
The Company's Board of Directors has an Audit Committee and a Compensation
Committee. There is no standing nominating committee. During 1998, Messrs.
Alberg, Johnston and Oki served on the Audit Committee, which meets with
financial management and the Company's independent auditors to review internal
accounting controls and accounting, auditing, and financial reporting matters.
Effective January 1, 1999, the members of the Audit Committee are Messrs.
Byers, Johnston and Oki. During 1998, Messrs. Byers, Johnston and Mackenzie
served on the Compensation Committee, which reviews the compensation of the
Chief Executive Officer and other officers of the Company, reviews executive
bonus plan allocations, and grants stock options to officers and employees of
the Company under the Company's long-term incentive compensation plan.
Effective January 1, 1999, the members of the Compensation Committee are
Messrs. Alberg, Byers and Mackenzie.
During fiscal year 1998, the Audit Committee met four times, the
Compensation Committee met ten times and took action by written consent an
additional six times, and the entire Board of Directors met six times and took
action by written consent an additional three times. Each director attended
75% or more of the aggregate number of Board meetings and meetings of
committees on which such director served.
None of the directors received any cash compensation during fiscal year 1998
for serving on the Board or on any committees of the Board, except for
reimbursement of reasonable expenses incurred in attending meetings. In fiscal
year 1998, Messrs. Alberg, Byers, Johnston, Mackenzie and Oki each received an
option to purchase 9,000 shares of the Company's common stock pursuant to the
terms of the Company's 1995 Stock Option Plan for Nonemployee Directors.
4
<PAGE>
ADDITIONAL INFORMATION
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS,
DIRECTORS, AND MANAGEMENT
Except as noted, the following table sets forth information regarding the
beneficial ownership of the Company's common stock as of November 30, 1998 by
(a) each person known by the Company to own beneficially more than 5% of the
Company's outstanding common stock; (b) the Chief Executive Officer and each
of the other executive officers of the Company (the "Executive Officers"); (c)
each director of the Company; and (d) all directors and Executive Officers of
the Company as a group.
<TABLE>
<CAPTION>
PERCENT OF
AMOUNT AND NATURE OF COMMON STOCK
BENEFICIAL OWNERSHIP OUTSTANDING
-------------------- ------------
<S> <C> <C>
PRINCIPAL SHAREHOLDERS
Dresdner RCM Global Investors LLC (1)....... 2,874,254 9.5%
DIRECTORS
Tom A. Alberg (2)........................... 65,625 *
Tom Byers, Ph.D. (3)........................ 19,725 *
Jeremy A. Jaech (4)(5)...................... 2,000,262 6.6%
Theodore C. Johnson (5)(6).................. 1,772,050 5.9%
John R. Johnston (7)........................ 193,729 *
Douglas J. Mackenzie (8).................... 88,690 *
Scott Oki (9)............................... 288,134 *
EXECUTIVE OFFICERS
Timothy J. Buckley (10)..................... 204,749 *
Gary E. Gigot............................... 890,874 2.9%
Steve M. Gordon (11)........................ 87,750 *
Evelyn Cruz Sroufe.......................... 0 *
All Directors and Executive Officers as a
group (11 persons) (12).................... 5,611,588 18.5%
</TABLE>
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* Less than 1.0%
(1) The business address of Dresdner RCM Global Investors LLC is 4m
Embarcadero Center, San Francisco, CA 94111.
(2) Includes 63,625 shares issuable pursuant to stock options.
(3) Consists of 19,725 shares issuable pursuant to stock options.
(4) Includes an aggregate of 120,000 shares over which Mr. Jaech has voting
control with respect to the Ryan Philip Johnson Trust of 1995 (60,000
shares) and the Matthew Tyler Johnson Trust of 1995 (60,000 shares),
trusts created for the benefit of Mr. Johnson's children. Mr. Johnson
has not retained any control over the trusts. Mr. Johnson's father,
Vernon D. Johnson, as trustee, has investment power with respect to such
shares. Does not include an aggregate of 289,900 shares held by three
trusts established for the benefit of Mr. Jaech's children and other
relatives. Mr. Jaech is neither a trustee nor a beneficiary of these
trusts and disclaims any beneficial ownership of the common stock held
by such trusts.
(5) The business address for Messrs. Jaech and Johnson is: Visio
Corporation, 520 Pike Street, Suite 1800, Seattle, Washington 98101.
(6) Includes an aggregate of 289,900 shares over which Mr. Johnson has
voting control with respect to the Christopher Leo Jaech Trust of 1993
(139,900 shares), the Elisabeth Anna Jaech Trust of 1991 (140,000
shares) and the Jeremy and Linda Jaech Educational Trust (10,000
shares), trusts created for the benefit of Mr. Jaech's children and
other relatives. Mr. Jaech has not retained any control over the trusts.
Seattle-First National Bank, N.A., as trustee, has investment power with
respect to such shares. Also includes 60,000 shares held by Mr.
Johnson's spouse. Does not include an aggregate of 120,000 shares held
by two trusts established for the benefit of Mr. Johnson's children. Mr.
Johnson is neither a trustee nor a beneficiary of these trusts and
disclaims any beneficial ownership of the common stock held by such
trusts.
(7) Includes 38,250 shares issuable pursuant to stock options.
(8) Includes 32,250 shares issuable pursuant to stock options.
(9) Includes 98,250 shares issuable pursuant to stock options.
(10) Includes 33,748 shares issuable pursuant to stock options.
(11) Consists of 87,750 shares issuable pursuant to stock options.
(12) Includes 373,598 shares issuable pursuant to stock options.
5
<PAGE>
MANAGEMENT
Executive Officers are elected by the Board of Directors and serve at the
discretion of the Board. Set forth below is information regarding Executive
Officers of the Company who are not directors of the Company.
Steve M. Gordon, age 39, joined the Company in February 1997 as Chief
Financial Officer and Vice President, Finance and Operations. In October 1997
Mr. Gordon was elected Senior Vice President, Finance and Operations, and in
May 1998 he was elected Senior Vice President, Finance and Administration. Mr.
Gordon also served as Treasurer of the Company from February 1997 to July
1997. From April 1989 until February 1997, Mr. Gordon was employed by Data I/O
Corporation, a software and hardware tools manufacturer for semiconductor
users, where he served as Corporate Controller from April 1989 to May 1992,
Vice President, Finance from May 1992 to October 1993 and Chief Financial
Officer and Vice President, Finance and Administration from October 1993 to
February 1997.
Timothy J. Buckley, age 47, joined the Company in November 1993 as Vice
President, Sales, in September 1996 became Vice President, Worldwide Sales,
and in October 1997 was elected Senior Vice President, Worldwide Sales. From
February 1992 to November 1993, Mr. Buckley was Vice President, Sales at
Approach Software, a software development company that was acquired by Lotus
Development Corporation. From January 1987 to January 1992, Mr. Buckley was
Director of Sales of Aldus.
Gary E. Gigot, age 48, joined the Company in February 1994 as Vice
President, Marketing, in September 1996 became Vice President, Worldwide
Products, in October 1997 was elected Senior Vice President, Worldwide
Products, and in May 1998 was elected Senior Vice President, Worldwide
Marketing. Mr. Gigot was employed at Microsoft from July 1990 to February
1994, where he was in Advanced Consumer Technology from July 1993 to February
1994, served as Vice President, Marketing from January 1991 to July 1993 and
served as Director, U.S. Marketing from July 1990 to January 1991.
Evelyn Cruz Sroufe, age 53, joined the Company in May 1998 as Senior Vice
President, Worldwide Operations. From 1979 until May 1998, Ms. Sroufe was a
partner in the law firm of Perkins Coie llp, Seattle, Washington.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table discloses compensation received by the Executive
Officers for each of the last three fiscal years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------- ------------
SECURITIES
NAME AND PRINCIPAL UNDERLYING ALL OTHER
POSITION YEAR SALARY($) BONUS($)(1) OPTIONS (#) COMPENSATION($)(2)
------------------ ---- --------- ----------- ------------ ------------------
<S> <C> <C> <C> <C> <C>
Jeremy A. Jaech......... 1998 130,000 29,250 0 4,749
President and Chief 1997 130,000 90,000 0 5,377
Executive Officer 1996 126,667 97,500 0 4,682
Theodore C. Johnson..... 1998 150,000 33,750 0 4,608
Executive Vice 1997 150,000 90,000 0 5,256
President and Chief 1996 126,667 58,500 0 5,079
Technology Officer
Timothy J. Buckley...... 1998 166,667 52,500 20,000 5,807
Senior Vice President, 1997 143,333 54,000 30,000 5,552
Worldwide Sales 1996 126,667 48,750 30,000 5,217
Gary E. Gigot........... 1998 167,131 32,813 20,000 6,482
Chief Marketing Officer 1997 143,333 45,000 0 5,588
and Senior Vice 1996 126,667 48,750 0 5,308
President, Worldwide
Marketing
Steve M. Gordon (3)..... 1998 170,000 33,745 0 5,838
Chief Financial Officer 1997 96,410 25,276 260,000 3,018
and Senior Vice
President, Finance
and Administration
Evelyn Cruz Sroufe (4).. 1998 63,045 14,060 150,000 839
Sr. Vice President,
Worldwide Operations
</TABLE>
- --------
(1) Amounts were awarded under the Company's Management Incentive Bonus Plan.
(2) Amounts in 1998 represent matching contributions under the Company's
401(k) savings plan in the amount of $4,290, $4,135, $4,838, $5,513,
$5,462 and $292 for Messrs. Jaech, Johnson, Buckley, Gigot and Gordon and
Ms. Sroufe, respectively, and life insurance premiums paid by the Company
for the benefit of Messrs. Jaech, Johnson, Buckley, Gigot and Gordon and
Ms. Sroufe in the amount of $459, $473, $969, $969, $376 and $547,
respectively. Amounts in 1997 represent matching contributions under the
Company's 401(k) savings plan in the amount of $4,723, $4,602, $4,394,
$4,430 and $2,892 for Messrs. Jaech, Johnson, Buckley, Gigot and Gordon,
respectively, and life insurance premiums paid by the Company for the
benefit of Messrs. Jaech, Johnson, Buckley, Gigot and Gordon in the amount
of $654, $654, $1,158, $1,158 and $126, respectively. Amounts in 1996
represent matching contributions under the Company's 401(k) savings plan
in the amount of $3,831, $4,515, $4,564 and $4,581 for Messrs. Jaech,
Johnson, Buckley and Gigot, respectively, and life insurance premiums paid
by the Company for the benefit of Messrs. Jaech, Johnson, Buckley and
Gigot in the amount of $851, $564, $653 and $727, respectively.
(3) Mr. Gordon joined the Company on February 24, 1997.
(4) Ms. Sroufe joined the Company May 23, 1998.
7
<PAGE>
STOCK OPTIONS
The following table sets forth certain information on option grants in
fiscal year 1998 to the Executive Officers. In addition, in accordance with
the Securities and Exchange Commission ("SEC") rules, the hypothetical gains
or "option spreads" that would exist for the respective options are shown. The
gains are based on assumed rates of annual compound stock price appreciation
of 5% and 10% from the date the options were granted over the full option
term. The actual value, if any, an Executive Officer may realize will depend
on the spread between the market price and the exercise price on the date the
option is exercised. Actual gains, if any, on stock option exercises and
common stock holdings are dependent upon the future performance of the Company
and overall stock market conditions. There can be no assurance that the
amounts reflected in this table will be achieved.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------------------------------------------- ----------------------------
NUMBER OF
SECURITIES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE
OPTIONS/SARS TO EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE)(1) DATE 5% ($) 10% ($)
---- ------------ --------------- ------------ ---------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Jeremy A. Jaech......... 0 0 0
Theodore C. Johnson..... 0 0 0
Timothy J. Buckley...... 20,000(2) 1.44 34.63 3/03/08 435,510 1,103,667
Gary E. Gigot........... 20,000(2) 1.44 34.63 3/03/08 435,510 1,103,667
Steve M. Gordon......... 0 0 0
Evelyn Cruz Sroufe...... 150,000(3) 10.87 45.44 5/23/08 4,268,310 10,862,350
</TABLE>
- --------
(1) The exercise price is equal to the average of the high and low trades as
reported on the Nasdaq National Market on the date of grant. The exercise
price may be paid in cash, by delivery of already-owned shares subject to
certain conditions, or pursuant to a cashless exercise procedure under
which the optionee provides irrevocable instructions to a brokerage firm
to sell the purchased shares and to remit to the Company, out of sale
proceeds, an amount equal to the exercise price plus all applicable
withholding taxes.
(2) The options were granted March 3, 1998. One-quarter of the options vest on
the first anniversary of the grant date and the remainder vest in equal
three-month increments thereafter over the succeeding three years. The
options expire 10 years from the date of grant, subject to certain
exceptions.
(3) The option was granted May 23, 1998. One-quarter of the option vests on
the first anniversary of the grant date and the remainder vests in equal
three-month increments thereafter over the succeeding three years. The
option expires 10 years from the date of grant, subject to certain
exceptions.
8
<PAGE>
STOCK OPTION EXERCISES AND HOLDINGS
The following table provides information on option exercises in fiscal 1998,
including the aggregate value of gains on the date of exercise, by the
Executive Officers. In addition, this table includes the number of shares
covered by both exercisable and unexercisable stock options as of fiscal year-
end. Also reported are the values for "in-the-money" options, which represent
the positive spreads between the respective exercise prices of any such
existing stock options and the fiscal year-end price of the Company's common
stock.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
# OF SECURITIES UNDERLYING IN-THE-MONEY
SHARES UNEXERCISED OPTIONS/SARS AT OPTIONS/SARS AT FISCAL
ACQUIRED ON VALUE FISCAL YEAR END (#)(1) YEAR END ($)(1)
EXERCISE REALIZED ------------------------------- -------------------------
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- --------- ------------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jeremy A. Jaech......... 0 0 0 0 0 0
Theodore C. Johnson..... 0 0 0 0 0 0
Timothy J. Buckley...... 0 0 26,248 53,752 164,867 136,071
Gary E. Gigot........... 112,500 3,968,685 0 20,000 0 0
Steve M. Gordon......... 26,000 687,625 71,500 162,500 73,737 167,586
Evelyn Cruz Sroufe...... 0 0 0 150,000 0 0
</TABLE>
- --------
(1) For the fiscal year ended October 2, 1998. The average of the high and low
trades of the Company's common stock on that date as reported on the
Nasdaq National Market was $21.91 per share.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Compensation Philosophy
The Compensation Committee of the Board of Directors (the "Committee")
consists of three non-employee directors. The Committee acts on behalf of the
Board to establish the general compensation policies and programs for the
Company's Executive Officers, including the determination of salaries, the
establishment of bonus programs and the granting of stock options. When
creating policies and programs, the Committee's goals are to (i) ensure that
each Executive Officer has clear goals and accountability with regard to
corporate performance; (ii) establish pay opportunities that are competitive
based on prevailing practices for the industry, the stage of growth and the
markets in which the Company operates; (iii) independently assess operating
results on a regular basis in light of expected Company performance; and (iv)
align pay incentives with the long-term interests of the Company's
shareholders.
The Committee believes that the compensation of the Chief Executive Officer
and the Company's other Executive Officers should be based to a substantial
extent on the Company's performance. Consistent with this philosophy, a
designated portion of the compensation of each Executive Officer is contingent
upon corporate performance and is adjusted, where appropriate, based on actual
performance measured against performance objectives. Each Executive Officer's
performance for the past fiscal year and objectives for the current year are
reviewed, together with the Executive Officer's responsibility level and the
Company's fiscal performance versus objectives and potential performance
targets for the current year. When establishing salaries, bonus levels and
stock option awards for Executive Officers, the Committee considers (i) the
Company's financial performance during the past year and recent quarters; (ii)
the individual's performance during the past year and recent quarters; and
(iii) the salaries of executive officers in similar positions of companies of
comparable size and other companies within the computer software industry.
With respect to Executive Officers other than the Chief Executive Officer, the
Committee takes into consideration the recommendations of the Chief Executive
Officer. The method for determining compensation varies from case to case
based on a discretionary and subjective determination of what is appropriate
at the time.
9
<PAGE>
The Company's Human Resources department obtains executive compensation data
from salary surveys that reflect a peer group of other high technology
companies, including high technology companies of different sizes, and
provides this data to the Committee for its consideration in connection with
the determination of levels of compensation and stock option awards. To the
extent it deems appropriate, the Committee also considers general economic
conditions within the area and within the industry. The companies in the
sample from which this data was derived include some but not all of the
companies in the industry comparison group in the performance graph found in
"Company Stock Price Performance," since this group includes additional
companies that the Company competes with for people and talent, in addition to
industry-product competitors.
Components of Compensation
The key elements of the Company's executive compensation program are base
salary, short-term (annual) incentive compensation and long-term incentive
compensation. These elements are addressed separately.
The Committee does not exclusively use quantitative methods or mathematical
formulas in setting any element of compensation. In determining each component
of compensation, the Committee considers all elements of an executive
officer's total compensation package, including insurance and other benefits.
Base Salaries. Base salaries are targeted at levels slightly below the
median for the peer group of companies and are adjusted by the Committee to
recognize various levels of responsibility, individual performance and
internal equity issues, as well as external pay practices. The Committee
reviews each executive's base salary annually.
Overall, executive salaries were increased in fiscal year 1998 at rates
comparable to the increases provided in the peer group of high technology
companies, and salaries remained slightly below median levels for that peer
group.
Short-Term Incentives. The Management Incentive Bonus Plan promotes the
Company's pay-for-performance philosophy by providing executives with direct
financial incentives in the form of annual cash bonuses to achieve corporate
and individual performance goals.
Each year, the Committee establishes specific corporate and individual
performance goals relating to each executive's bonus opportunity. For fiscal
year 1998, performance was based on the Company's revenue and pre-bonus
operating income and on a subjective evaluation of individual performance.
Fiscal year 1998 target bonus awards for each of the executives were
generally set slightly above market levels, but required above-average
performance from each of the executives to be achievable. For the Company's
Executive Officers, the targets ranged from 25% to 40% of base salaries. The
actual percentage to be paid was subject to adjustment above or below the
target, based on the Company's performance. The Company's performance in
fiscal year 1998 met the performance level for pre-bonus operating income and
was slightly below the performance level for revenues as specified in the
Management Incentive Bonus Plan, and, in accordance with the plan, bonuses
were paid to the Executive Officers as shown in the Summary Compensation
Table. The payouts ranged from 20% to 31% of the base salaries for each of
such Executive Officers. Each Executive Officer received a bonus less than his
or her target amount.
Long-Term Incentives. In keeping with the Company's philosophy of providing
a total compensation package that includes at-risk components of pay, long-
term incentives consisting of stock option grants comprise a component of an
executive's total compensation package. These incentives are designed to
motivate and reward executives for maximizing shareholder value and encourage
the long-term employment of key employees.
When granting stock options, the Committee considers executives' levels of
responsibility, prior experience, individual performance criteria, previous
stock option grants and compensation practices at the peer group of companies
used to evaluate total compensation. The size of stock option grants is based
primarily on current industry practice and on individual factors. As a result,
the number of shares underlying stock option awards varies.
Because all of the above grants were made at option prices equal to the fair
market value of the common stock on the dates of grant, the stock options have
value only if the stock price appreciates from the value on the
10
<PAGE>
date the options were granted. The use of stock options is intended to focus
executives on the enhancement of shareholder value over the long-term and to
encourage equity ownership in the Company.
Other Executive Compensation
Subject to certain restrictions, the Company provides programs to Executive
Officers that are also available to other Company employees, including a
401(k) plan with certain Company matching, an employee stock purchase program
permitting employees to purchase Company stock at a discount, certain health
club and transportation subsidies, medical, dental and vision benefits, and a
Section 125 plan.
Compensation of the Chief Executive Officer
At his request, in fiscal year 1998 the Company's Chief Executive Officer,
Mr. Jaech, received an annualized base salary of $130,000, which equaled his
fiscal year 1997 salary.
For fiscal year 1998, Mr. Jaech's target bonus award was 30% of base salary.
The actual percentage to be paid was subject to adjustment above or below the
target, based on both Company and individual performance. Consistent with the
Company's philosophy of providing incentives for and rewarding exceptional
performance, Mr. Jaech received a bonus payment under the Management Incentive
Bonus Plan equal to 23% of his base salary, which bonus reflected that Mr.
Jaech's performance met expectations and that the Company's pre-bonus
operating income met the target performance level established under the plan
but revenues were slightly below the target performance level established
under the plan.
The Committee recognizes that Mr. Jaech is one of the Company's founders and
is also one of its largest shareholders. Because of his large share ownership,
to date Mr. Jaech has declined any stock option grants, although he may
receive stock option grants in the future.
Policy With Respect to the $1 Million Deduction Limit
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), generally limits the federal corporate income tax deduction for
compensation paid to executive officers named in the summary compensation
table in the proxy statement of a public company to $1 million, unless the
compensation is "performance-based compensation" or qualifies under certain
other exceptions. The Committee intends to qualify executive compensation for
deductibility under Section 162(m) to the extent consistent with the best
interests of the Company. Since corporate objectives may not always be
consistent with the requirements for full deductibility, it is conceivable
that the Company may enter into compensation arrangements in the future under
which payments are not deductible under Section 162(m); deductibility will not
be the sole factor used by the Committee in ascertaining appropriate levels or
modes of compensation.
Conclusion
The Committee believes these executive compensation policies and programs
serve the interests of shareholders and the Company effectively. The various
pay vehicles offered are appropriately balanced to provide increased
motivation for executives to contribute to the Company's overall future
success, thereby enhancing the value of the Company for the shareholders'
benefit.
The Compensation Committee of the Board
of Directors
Tom Byers, Ph.D.
John R. Johnston
Douglas J. Mackenzie
11
<PAGE>
COMPANY STOCK PRICE PERFORMANCE
In accordance with SEC rules, the following performance graph compares the
cumulative total shareholder return on the Company's common stock between
November 10, 1995 (the date the Company's common stock commenced public
trading) and October 2, 1998 (the end of the Company's 1998 fiscal year) with
the cumulative total return of a broad equity market index and either a
nationally recognized industry standard or an index of peer companies selected
by the Company over the same period. The Company has selected the Nasdaq Stock
Market (US) Index for the broad equity index and the Hambrecht & Quist
Computer Software Index as an industry standard. The stock price information
shown on the graph below is not necessarily indicative of future price
performance.
COMPARISON OF 34 MONTH CUMULATIVE TOTAL RETURN
AMONG VISIO CORPORATION, THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE HAMBRECHT & QUIST COMPUTER SOFTWARE INDEX
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
NOVEMBER 10, 1995 SEPTEMBER 27, 1996 OCTOBER 3, 1997 OCTOBER 2, 1998
----------------- ------------------ --------------- ---------------
<S> <C> <C> <C> <C>
Visio Corporation....... $100 $270 $497 $256
Nasdaq Stock Market (US)
Index.................. 100 116 159 156
H&Q Computer Software
Index.................. 100 117 152 141
</TABLE>
Notes:
(1) The performance graph assumes that $100 was invested in the Company's
common stock and in each Index on November 10, 1995.
(2) The total return for the Nasdaq Stock Market (US) Index and the H&Q
Computer Software Index assumes the reinvestment of dividends. Dividends
have not been declared on the Company's common stock. Historical returns
are not necessarily indicative of future performance.
12
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Compensation Committee was or is an officer or employee of
the Company or any of its subsidiaries.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prior to May 23, 1998, Ms. Sroufe was a partner in the law firm of Perkins
Coie LLP. Between October 1, 1997 and May 23, 1998, the Company incurred
approximately $380,000 of fees for legal services rendered by Perkins Coie
LLP. During that period, Ms. Sroufe was the primary client relationship
attorney with respect to the Company's account.
CHANGE-IN-CONTROL ARRANGEMENTS
Under the Company's 1995 Long-Term Incentive Compensation Plan (the "1995
Plan"), in the event of certain mergers or consolidations, a sale of
substantially all the assets or a liquidation of the Company or certain other
corporate transactions, each option, stock appreciation right or stock award
that is at the time outstanding will automatically accelerate so that each
such award shall, immediately prior to such corporate transaction, become 100%
vested, except that such award will not so accelerate if and to the extent:
(a) such award is, in connection with the corporate transaction, either to be
assumed by the successor corporation or parent thereof or to be replaced with
a comparable award for the purchase of shares of the capital stock of the
successor corporation or its parent corporation, (b) such award is to be
replaced with a cash incentive program of the successor corporation that
preserves the spread existing at the time of the corporate transaction and
provides for subsequent payout in accordance with the same vesting schedule
applicable to such award, (c) the Company's accountants determine that the
acceleration of awards would render unavailable "pooling of interest"
accounting for a corporate transaction that would otherwise qualify for such
accounting treatment, or (d) the acceleration of such award is subject to
other limitations imposed by the instrument evidencing the award. Any such
awards that are assumed or replaced in the corporate transaction and do not
otherwise accelerate at that time shall be accelerated in the event the
holder's employment or services should subsequently terminate within two years
following such corporate transaction, unless such employment or services are
terminated by the Company for "Cause" or by the holder voluntarily without
"Good Reason" (as such terms are defined under the 1995 Plan).
In the event of a corporate transaction that triggers the provision of the
1995 Plan that is described in the preceding paragraph, if Mr. Gordon's
employment is terminated without cause within 12 months of such corporate
transaction or is continued in a position other than Chief Financial Officer,
then that number of the stock options initially granted to Mr. Gordon such
that 130,000 of such options would have been fully vested as of the effective
date of such corporate transaction shall automatically accelerate and become
exercisable in full immediately prior to such corporate transaction. There are
no such acceleration provisions in any other awards to the Executive Officers.
Under the Company's 1990 Stock Option Plan (the "1990 Plan"), in the event
of certain "Changes in Control" (as defined under the 1990 Plan), unless
otherwise determined by the Board of Directors prior to the Change in Control
(i) all options granted under the 1990 Plan become fully exercisable and (ii)
all optionees under the 1990 Plan have the right, in lieu of exercising any
nonqualified stock option, to elect within 90 days of the Change in Control to
receive in cash an amount equal to the difference between the option exercise
price and the fair market value of the stock on the date of exercise of the
election.
13
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and Executive Officers, and
persons who own more than 10% of a registered class of the Company's equity
securities, to file reports of ownership on Form 3 and changes in ownership on
Form 4 or 5 with the SEC and the National Association of Securities Dealers.
Such officers, directors and 10% shareholders are also required by SEC rules
to furnish the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended October 2, 1998, all
Section 16(a) filing requirements applicable to its Executive Officers,
directors and 10% shareholders were complied with, except that Forms 4 due in
February 1998 for Messrs. Buckley, Byers, Jaech, Johnson, Johnston and
Mackenzie were filed one day late due to an administrative error.
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed Ernst & Young LLP as the independent
auditors for the Company for fiscal year 1999 and recommends that the
shareholders vote for ratification of such appointment. Ernst & Young LLP has
audited the Company's financial statements since fiscal year 1993.
Shareholder ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors is not required by the Company's Bylaws or
otherwise. However, the Board is submitting the appointment of Ernst & Young
LLP for shareholder ratification as a matter of good corporate practice. If
the shareholders fail to ratify the appointment, the Board will reconsider
whether or not to retain that firm. Even if the appointment is ratified, the
Board, in its discretion, may direct the appointment of a new independent
accounting firm at any time during the fiscal year if the Board feels that
such a change would be in the best interests of the Company and its
shareholders.
Representatives of Ernst & Young LLP are expected to be present at the
annual meeting, will have an opportunity to make a statement, and will be
available to respond to appropriate questions.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2.
14
<PAGE>
OTHER BUSINESS
The Board of Directors does not intend to bring any other business before
the meeting, and so far as is known to the Board, no matters are to be brought
before the meeting except as specified in the Notice of Annual Meeting of
Shareholders. However, as to any other business which may properly come before
the meeting, proxies, in the form enclosed, will be voted in respect thereof
in accordance with the judgment of the persons voting such proxies.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Wm. Kenneth McGraw
Wm. Kenneth McGraw
General Counsel and Secretary
Seattle, Washington
January 8, 1999
A COPY OF THE COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 1998, CONTAINING
INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
IS AVAILABLE UPON REQUEST. PLEASE WRITE TO:
INVESTOR RELATIONS DEPARTMENT
VISIO CORPORATION
520 PIKE STREET
SUITE 1800
SEATTLE, WASHINGTON 98101
15
<PAGE>
(C) 1999 Visio Corporation. All rights reserved.
Part No. 13957-0199
<PAGE>
P
R VISIO CORPORATION
O 520 PIKE STREET, SUITE 1800, SEATTLE, WASHINGTON 98101
X
Y THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeremy A. Jaech and Theodore C. Johnson as
Proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated below, all the shares of common
stock of Visio Corporation held of record by the undersigned at the close of
business on December 21, 1998 at the Annual Meeting of Shareholders to be held
on February 24, 1999, or any adjournment or postponement thereof.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
. FOLD AND DETACH HERE .
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE Please mark
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. your votes [X]
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" as indicated
PROPOSALS 1 AND 2.
FOR ALL NOMINEES LISTED WITHHOLD AUTHORITY TO
BELOW (EXCEPT AS MARKED TO VOTE FOR ALL NOMINEES
THE CONTRARY BELOW) LISTED BELOW
[ ] [ ]
1. ELECTION OF DIRECTORS:
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
J. Jaech T. Johnson
T. Alberg T. Byers
J. Johnston D. Mackenzie
S. Oki
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP as the Company's
independent auditors for fiscal year 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Please sign exactly as name appears
to the left. 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.
Date: , 1999
-----------------------
-----------------------------------
Signature
-----------------------------------
Signature if held jointly
. FOLD AND DETACH HERE .
<PAGE>
VOTE ELECTRONICALLY! THERE ARE TWO FAST, CONVENIENT OPTIONS.
AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND POSTED.
________________________________|__________________________________
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________________________________|__________________________________
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Proxy Statement and |
voting form. | WWW.PROXYVOTE.COM
|
2. Call the toll-free | Follow these easy steps:
number shown on the |
voting form. | 1. Read the accompanying
| Proxy Statement and
3. Enter your 12-digit | voting form.
Control Number, as shown |
on the voting form. | 2. Go to the Web site
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4. Follow the simple |
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IMPORTANT
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