<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TAB PRODUCTS CO.
(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
TAB PRODUCTS CO.
1400 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
-----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 11, 1997
-----------------------
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Tab
Products Co. (the "Company"), which will be held on Tuesday, November 11, 1997,
at 1:00 P.M. local time at Hyatt Rickeys, 4219 El Camino Real, Palo Alto,
California in the Camino D Room, for the following purposes:
1. To elect six (6) members of the Board of Directors to hold office
until the 1998 Annual Meeting of Stockholders and until their
respective successors are elected and qualified.
2. To ratify the appointment of Deloitte & Touche LLP as the independent
accountants of the Company for the fiscal year ending May 31, 1998.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on September 15, 1997 are
entitled to notice of, and to vote at, this meeting and any adjournments
thereof. For ten days prior to the meeting, a complete list of the stockholders
entitled to vote at the meeting will be available for examination by any
stockholder for any purpose relating to the meeting during ordinary business
hours at the principal executive office of Tab Products Co.
By Order of the Board of Directors,
/s/ Robert J. Sexton
ROBERT J. SEXTON
SECRETARY
Palo Alto, California
September 26, 1997
STOCKHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. PROXIES ARE REVOCABLE, AND
ANY STOCKHOLDER MAY WITHDRAW HIS OR HER PROXY AND VOTE IN PERSON AT THE MEETING.
<PAGE>
TAB PRODUCTS CO.
1400 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
-----------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
-----------------------
The accompanying proxy is solicited by the Board of Directors of Tab
Products Co., a Delaware corporation (the "Company"), for use at the Annual
Meeting of Stockholders to be held Tuesday, November 11, 1997, at 1:00 P.M.
local time, or any adjournment thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting. The date of this Proxy Statement is
September 26, 1997, the approximate date on which this Proxy Statement and the
accompanying form of proxy were first sent or given to stockholders.
GENERAL INFORMATION
ANNUAL REPORT. An annual report for the fiscal year ended May 31, 1997, is
enclosed with this Proxy Statement.
VOTING SECURITIES. Only stockholders of record as of the close of business
on September 15, 1997, will be entitled to vote at the meeting and any
adjournment thereof. As of that date, there were 5,049,826 shares of Common
Stock of the Company, par value $.01 per share, issued and outstanding.
Stockholders may vote in person or by proxy. Each holder of shares of Common
Stock is entitled to one vote for each share of stock held on the proposals
presented in this Proxy Statement. The Company's bylaws provide that a majority
of all of the shares of the stock entitled to vote, whether present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the meeting.
SOLICITATION OF PROXIES. The cost of soliciting proxies will be borne by
the Company. In addition to soliciting stockholders by mail through its regular
employees, the Company will request banks and brokers, and other custodians,
nominees and fiduciaries, to solicit their customers who have stock of the
Company registered in the names of such persons and will reimburse them for
their reasonable, out-of-pocket costs. The Company may use the services of its
officers, directors, and others to solicit proxies, personally or by telephone,
without additional compensation.
VOTING OF PROXIES. All valid proxies received prior to the meeting will be
voted. All shares represented by a proxy will be voted, and where a stockholder
specifies by means of the proxy a choice with respect to any matter to be acted
upon, the shares will be voted in accordance with the specification so made. If
no choice is indicated on the proxy, the shares will be voted in favor of the
proposal. A stockholder giving a proxy has the power to revoke his or her
proxy, at any time prior to the time it is voted, by delivery to the Secretary
of the Company of a written instrument revoking the proxy or a duly executed
proxy with a later date, or by attending the meeting and voting in person.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. The following
table sets forth certain information, as of August 29, 1997, with respect to the
beneficial ownership of the Company's Common Stock by (i) all persons known by
the Company to be the beneficial owners of more than 5% of the outstanding
Common Stock of the Company, (ii) each director and director-nominee of the
Company, (iii) each of the current executive officers named in the Summary
Compensation Table, and (iv) all current directors and executive officers of the
Company as a group.
<PAGE>
SHARES OWNED(1)
----------------------
NAME AND ADDRESS OF NUMBER PERCENTAGE
BENEFICIAL OWNERS OF SHARES OF CLASS
------------------- --------- ----------
Tab Products Co. Pension, Profit Sharing & Tax
Deferred Savings Trusts. . . . . . . . . . . . . 551,418 10.9%
1400 Page Mill Road
Palo Alto, CA 94304
David L. Babson & Co., Inc.. . . . . . . . . . . 544,200(2) 10.8%
One Memorial Drive
Cambridge, MA 02142-1300
T. Rowe Price Associates, Inc. . . . . . . . . . 439,000(3) 8.7%
100 E. Pratt Street
Baltimore, MD 21202
Dimensional Fund Advisors Inc. . . . . . . . . . 379,800(4) 7.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
Heartland Advisors, Inc. . . . . . . . . . . . . 318,600(5) 6.3%
790 North Milwaukee Street
Milwaukee, WI 53202
Philip C. Kantz. . . . . . . . . . . . . . . . . 43,040(6) *
Hans A. Wolf . . . . . . . . . . . . . . . . . . 20,000(7) *
John M. Palmer . . . . . . . . . . . . . . . . . 17,284(8) *
Robert R. Augsburger . . . . . . . . . . . . . . 15,075(9) *
Patricia J. Robitaille . . . . . . . . . . . . . 14,043(10) *
Thomas J. Rauscher . . . . . . . . . . . . . . . 13,032(11) *
Jerry K. Myers . . . . . . . . . . . . . . . . . 4,500(12) *
Robert S. Cecil. . . . . . . . . . . . . . . . . 2,500(13) *
Dr. Kathryn S. Hanson. . . . . . . . . . . . . . 2,500(14) *
James A. Ayre. . . . . . . . . . . . . . . . . . 0 *
Directors and executive officers as
a group (15 persons) . . . . . . . . . . . . . 177,135(15) 3.4%
*Less than 1%
(1) Except as indicated in the footnotes to this table, the persons named in
the table have sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them, subject to community
property laws, where applicable.
(2) According to a Schedule 13G/A filed February 7, 1997 by David L. Babson &
Co., Inc. ("Babson & Co."), Babson & Co. is deemed to have beneficial
ownership of 544,200 shares of the Company's Common Stock. Babson & Co.
has sole voting power as to 335,600 shares, shared voting power as to
208,600 shares and sole dispositive power as to 544,200 shares.
(3) According to a Schedule 13G/A jointly filed February 13, 1997 by T. Rowe
Price Associates, Inc. ("Price Associates") and T. Rowe Price Small Cap
Value Fund, Inc. ("Price Fund"), such persons are deemed to have beneficial
ownership of 439,000 shares and 400,000 shares, respectively, of the
Company's Common Stock. The 400,000 shares deemed to be beneficially owned
by Price Fund are included in the 439,000 shares deemed to be beneficially
owned by Price Associates. Price Associates has sole voting power as to
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39,000 shares and sole dispositive power as to 439,000 shares. Price Fund
has sole voting power as to 400,000 shares.
(4) According to a Schedule 13G filed February 13, 1997 by Dimensional Fund
Advisors Inc. ("Dimensional"), Dimensional is deemed to have beneficial
ownership of 379,800 shares of the Company's Common Stock. Dimensional has
sole voting power as to 301,050 shares and sole dispositive power as to
379,800 shares. Persons who are officers of Dimensional also serve as
officers of DFA Investment Dimensions Group Inc. (the "Fund"), and The DFA
Investment Trust Company (the "Trust"), each an open-end management
investment company registered under the Investment Company Act of 1940. In
their capacities as officers of the Fund and the Trust, these persons vote
42,150 additional shares which are owned by the Fund and 36,600 shares
which are owned by the Trust.
(5) According to a Schedule 13G filed February 14, 1997 by Heartland Advisors,
Inc. ("Heartland"), Heartland is deemed to have beneficial ownership of
318,600 shares of the Company's Common Stock. Heartland has sole voting
power as to 272,600 shares and sole dispositive power as to 318,600 shares.
(6) Includes 37,500 shares which are subject to options exercisable within 60
days of August 29, 1997. Also includes 540 shares allocated to Mr. Kantz's
account under the 401(k) Plan as of May 31, 1997, based upon a recent
quarterly report prepared by the trustee under the 401(k) Plan. Under
certain circumstances, Mr. Kantz may be deemed to have sole dispositive
power over such shares pursuant to the terms of the 401(k) Plan. Such
shares are also included in the number of shares shown as beneficially
owned by Tab Products Co. Pension, Profit Sharing and Tax Deferred Savings
Trusts.
(7) Includes 10,000 shares which are subject to options exercisable within
60 days of August 29, 1997.
(8) Includes 13,750 shares which are subject to options exercisable within 60
days of August 29, 1997. Also includes 1,534 shares allocated to Mr.
Palmer's account under the 401(k) Plan as of May 31, 1997, based upon a
recent quarterly report prepared by the trustee under the 401(k) Plan.
Under certain circumstances, Mr. Palmer may be deemed to have sole
dispositive power over such shares pursuant to the terms of the 401(k)
Plan. Such shares are also included in the number of shares shown as
beneficially owned by Tab Products Co. Pension, Profit Sharing and Tax
Deferred Savings Trusts.
(9) Includes 2,500 shares which are subject to options exercisable within
60 days of August 29, 1997.
(10) Includes 13,750 shares which are subject to options exercisable within 60
days of August 29, 1997. Also includes 293 shares allocated to Ms.
Robitaille's account under the 401(k) Plan as of May 31, 1997, based upon a
recent quarterly report prepared by the trustee under the 401(k) Plan.
Under certain circumstances, Ms. Robitaille may be deemed to have sole
dispositive power over such shares pursuant to the terms of the 401(k)
Plan. Such shares are also included in the number of shares shown as
beneficially owned by Tab Products Co. Pension, Profit Sharing and Tax
Deferred Savings Trusts.
(11) Includes 12,500 shares which are subject to options exercisable within 60
days of August 29, 1997. Also includes 532 shares allocated to Mr.
Rauscher's account under the 401(k) Plan as of May 31, 1997, based upon a
recent quarterly report prepared by the trustee under the 401(k) Plan.
Under certain circumstances, Mr. Rauscher may be deemed to have sole
dispositive power over such shares pursuant to the terms of the 401(k)
Plan. Such shares are also included in the number of shares shown as
beneficially owned by Tab Products Co. Pension, Profit Sharing and Tax
Deferred Savings Trusts.
(12) Includes 2,500 shares which are subject to options exercisable within
60 days of August 29, 1997.
(13) Includes 2,500 shares which are subject to options exercisable within
60 days of August 29, 1997.
(14) Includes 2,500 shares which are subject to options exercisable within
60 days of August 29, 1997.
(15) Includes 118,750 shares which are subject to options exercisable within 60
days of August 29, 1997. Also includes 14,745 shares allocated to
individual executive officer's accounts under the 401(k) Plan as of May 31,
1997, based upon a recent quarterly report prepared by the trustee under
the 401(k) Plan. Under certain circumstances, such executive officers may
be deemed to have sole dispositive power over such shares pursuant to the
terms of the 401(k) Plan. Such shares are also included in the number of
shares
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<PAGE>
shown as beneficially owned by Tab Products Co. Pension, Profit Sharing
and Tax Deferred Savings Trusts.
ELECTION OF DIRECTORS
The Company's Board of Directors consists of six (6) directors: Robert R.
Augsburger, Robert S. Cecil, Dr. Kathryn S. Hanson, Philip C. Kantz, Jerry K.
Myers and Hans A. Wolf. Management's six (6) nominees for election to the Board
of Directors, and certain information with respect to their age and background,
are set forth below. Each of the nominees was elected to his or her present
term of office at the 1996 Annual Meeting of Stockholders, with the exception of
Mr. Kantz who was appointed to the Board of Directors in January 1997.
Management knows of no reason why any nominee should be unable or unwilling to
serve. However, if any nominee(s) should for any reason be unable or unwilling
to serve, the proxies will be voted for such substitute nominees as Management
may designate. If elected, the nominees will serve as directors until the
Company's Annual Meeting of Stockholders in 1998, and until their successors are
elected and qualified.
If a quorum is present and voting, the nominees for directors receiving the
highest number of votes will be elected as directors. Abstentions and shares
held by brokers that are present, but not voted because the brokers were
prohibited from exercising discretionary authority, i.e., "broker non-votes"
will be counted as present for purposes of determining if a quorum is present.
NAME POSITION WITH THE COMPANY AGE DIRECTOR SINCE
- ---- ------------------------- --- --------------
Robert R. Augsburger Director 71 1976
Robert S. Cecil Director 62 1996
Dr. Kathryn S. Hanson Director 48 1996
Philip C. Kantz Director, President and Chief
Executive Officer 53 1997
Jerry K. Myers Director 56 1996
Hans A. Wolf Chairman of the Board 69 1992
ROBERT R. AUGSBURGER. Mr. Augsburger has been a director of the Company
since September 1976. Mr. Augsburger is also a consultant. Mr. Augsburger was
a Lecturer in Management at the Graduate School of Business at Stanford
University from April 1986 to December 1994, and from 1978 to January 1987 he
was Executive Director of Peninsula Open Space Trust, a non-profit land
conservation organization.
ROBERT S. CECIL. Mr. Cecil has served as a director of the Company since
April 1996. Mr. Cecil is Chairman of the Board and Chief Executive Officer of
Plantronics, Inc., a manufacturer and marketer of telecommunications accessories
products. Mr. Cecil has been with Plantronics, Inc. since 1992. Prior to that,
Mr. Cecil spent six years with Lin Broadcasting Corporation, where his last
position was President, Cellular Group. Mr. Cecil is also a director of Xylan
Corp. and Heartland Wireless Communication, Inc.
DR. KATHRYN S. HANSON. Dr. Hanson has been a director of the Company since
April 1996. Dr. Hanson is the Chairman and Founder of Customer Cast, Inc., a
software company specializing in state-of-the-art internet technology, which was
started in January 1997. Previously Dr. Hanson was a management consultant at
The Hanson Group, a strategic management and marketing consulting practice which
she founded in 1988. Prior to that, she spent three years with Convergent,
Inc., where her last position was Director of Marketing, Cluster Systems
Division.
PHILIP C. KANTZ. Mr. Kantz has been President and Chief Executive Officer
and a director of the Company since January 1997. From October 1995 through
November 1996, Mr. Kantz served as President, Chief Operating Officer and a
director of Trans Ocean Ltd., a diversified worldwide transportation services
company. From February 1994 through January 1995, Mr. Kantz served as
President, Chief Executive Officer and a director
4
<PAGE>
of Transcisco Industries, Inc., an industrial services company. From 1992 to
1993 he was interim President and Chief Executive Officer of Genetrix, Inc.,
a biotechnology services business, and from 1988 to 1991 he was President and
Chief Executive Officer of Itel Containers International Corporation, a
subsidiary of Itel Corporation, then engaged in leasing of intermodal cargo
containers. Previously, Mr. Kantz was President of the Transportation and
Industrial Funding Corporation and Senior Vice President and General Manager
of GE Capital from 1986 to 1988. He currently serves as a director of 3Com
Corporation, Mine Reclamation Corporation, Search Systems Corporation, Sonic
Force LLC and Blue Cross of California.
JERRY K. MYERS. Mr. Myers has been a director of the Company since April
1996. Since December 1995 he has been chairman of Medcor, Inc., a workers'
compensation managed care firm. Since January 1995 Mr. Myers has been a partner
in the healthcare investment firm of CroBern Management Partnership. From 1990
to 1994 he served as President, Chief Executive Officer and a director of
Steelcase, Inc. From 1986 through 1990 he was employed by TRW, Inc. serving as
general manager of the automotive sector. Mr. Myers is also a director of APS
Holding Corporation and DigiTrace Care Services, Inc.
HANS A. WOLF. Mr. Wolf has served as a director of the Company since
February 1992 and as Chairman of the Board since February 1995. Mr. Wolf was
the Vice Chairman of Syntex Corporation ("Syntex") from October 1985 to December
1992, and was the Chief Administrative Officer at Syntex from October 1985 to
February 1992. Mr. Wolf is also chairman of Network Equipment Technologies,
Inc. and a director of Hyal Pharmaceutical Corporation.
BOARD MEETINGS. During the fiscal year ended May 31, 1997, the Board held
ten (10) meetings. No director serving on the Board during fiscal 1997 attended
fewer than 75% of such meetings of the Board and the Committees on which he or
she serves.
COMMITTEES OF THE BOARD. The Company has an Audit Committee, a
Compensation Committee and a Nominating Committee.
The Audit Committee's function is to review with the Company's independent
accountants and management the annual financial statements and independent
accountants' opinion, review the scope and results of the examination of the
Company's financial statements by the independent accountants, approve all
professional services and related fees performed by the independent accountants,
recommend the retention of the independent accountants to the Board, subject to
ratification by the stockholders, and periodically review the Company's
accounting policies and internal accounting and financial controls. Each of
Messrs. Augsburger, Peth, Wolf and Dr. Ayer were members of the Audit Committee
during the fiscal year ended May 31, 1997. Mr. Peth resigned from the Board of
Directors in January 1997 and Dr. Ayer's term as director expired immediately
prior to the time of the 1996 Annual Meeting of Stockholders in October 1996.
Dr. Ayer did not stand for re-election at the 1996 Annual Meeting of
Stockholders. During the fiscal year ended May 31, 1997, the Audit Committee
held two (2) meetings.
The Compensation Committee's function is to review and grant stock options
and recommend salary levels for executive officers and certain other management
employees. Each of Messrs. Augsburger and Cecil and Drs. Ayer and Hanson were
members of the Compensation Committee during the fiscal year ended May 31, 1997.
Dr. Ayer's term as director expired immediately prior to the time of the 1996
Annual Meeting of Stockholders in October 1996. Dr. Ayer did not stand for
re-election at the 1996 Annual Meeting of Stockholders. During the fiscal year
ended May 31, 1997, the Compensation Committee held four (4) meetings. For
additional information concerning the Compensation Committee, see "REPORT OF THE
COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION."
The Nominating Committee interviews and recommends action to the Board
regarding any potential member of the Board of Directors. Each of Messrs.
Augsburger, Dering and Wolf were members of the Nominating Committee during the
fiscal year ended May 31, 1997. Mr. Dering's term as director expired
immediately prior to the time of the 1996 Annual Meeting of Stockholders in
October 1996. Mr. Dering did not
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stand for re-election at the 1996 Annual Meeting of Stockholders. During the
fiscal year ended May 31, 1997, the Nominating Committee held one (1) meeting.
6
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EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION. The following table sets forth information
concerning the compensation of each Chief Executive Officer of the Company and
the four other most highly compensated executive officers of the Company as of
May 31, 1997 whose total salary and bonus for the fiscal year ended May 31, 1997
exceeded $100,000, for services in all capacities to the Company and its
subsidiaries, during the fiscal years ended May 31, 1997, 1996 and 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------------- ---------------------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL UNDERLYING COMPENSA-
POSITION YEAR SALARY BONUS OPTIONS TION(12)
- ----------------------- ---- ------ ----- ---------- --------
<S> <C> <C> <C> <C> <C>
Philip C. Kantz (1) 1997 $ 105,437 $ 50,000 250,000 $ 1,500
Director, President and 1996 $ -- $ -- -- $ --
Chief Executive Officer 1995 $ -- $ -- -- $ --
Thomas J. Rauscher(2) 1997 $ 162,398 $ 18,750 0 $ 3,314
Vice President, 1996 $ 60,872 $ 30,000 50,000 $ 933
Manufacturing & 1995 $ -- $ -- -- $ --
Distribution
James A. Ayre(3) 1997 $ 150,904 $ 26,228 0 $ 435
Vice President, Canadian 1996 $ 157,188 $ 11,656 40,000(7) $ 549
and Australian 1995 $ 132,397 $ 38,864 0 $ 598
Operations
Patricia J. Robitaille(4) 1997 $ 132,000 $ 5,000 0 $ 2,818
Vice President and Chief 1996 $ 135,000 $ 30,000 20,000(8) $ 0
Information Officer 1995 $ 120,000 $ 0 0 $ 243
John M. Palmer 1997 $ 128,333 $ 16,875 7,500 $ 3,450
Vice President, Finance 1996 $ 112,167 $ 30,000 20,000(9) $ 930
and Chief Financial 1995 $ 80,277 $ 0 0 $ 49
Officer
FORMER EXECUTIVE
OFFICERS:
Michael A. Dering(5) 1997 $ 35,625 $ 0 0 $119,304(13)
1996 $ 285,000 $ 65,000 135,000(10) $ 4,620
1995 $ 285,000 $ 0 0 $ 4,926
John W. Peth(6) 1997 $ 212,084 $ 0 0 $191,617(14)
1996 $ 250,000 $ 50,000 120,000(11) $ 5,490
1995 $ 250,000 $ 0 0 $ 5,142
</TABLE>
7
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(1) Mr. Kantz was appointed President, Chief Executive Officer and a
director of the Company in January 1997.
(2) Mr. Rauscher commenced his employment with the Company in January 1996.
(3) Mr. Ayre retired from the position of Vice President, Canadian and
Australian Operations in June 1997.
(4) During the fiscal year ended May 31, 1997, there was outstanding to Ms.
Robitaille a non-interest bearing note payable to the Company. See
"EXECUTIVE COMPENSATION AND OTHER MATTERS - Certain Relationships and
Related Transactions."
(5) Mr. Dering resigned from the position of President and Chief Executive
Officer of the Company in July 1996. During the fiscal year ended May
31, 1997, there was outstanding to Mr. Dering a non-interest bearing
note payable to the Company. Mr. Dering repaid the entire amount of the
loan upon his resignation from the position of President and Chief
Executive Officer of the Company in July 1996. See "EXECUTIVE
COMPENSATION AND OTHER MATTERS - Certain Relationships and Related
Transactions."
(6) Mr. Peth was appointed Acting President and Chief Executive Officer of
the Company in July 1996 upon the resignation of Michael A. Dering. Mr.
Peth resigned from the position of Acting President and Chief Executive
Officer and as a director in January 1997, and was appointed Executive
Vice President. Mr. Peth resigned as Executive Vice President in March
1997.
(7) Includes an option to purchase an aggregate of 40,000 shares which was
repriced June 9, 1995, replacing an option to purchase 40,000 shares
granted in fiscal 1994. Upon Mr. Ayre's retirement in June 1997,
options to purchase a total of 30,000 shares of the Company's Common
Stock were vested and exercisable by him and 10,000 options shares were
canceled.
(8) Includes an option to purchase 15,000 shares which was repriced June 9,
1995, replacing an option to purchase 15,000 shares granted in fiscal
1994.
(9) Includes an option to purchase 7,500 shares which was repriced June 9,
1995, replacing an option to purchase 7,500 shares granted in fiscal
1994.
(10) Includes options to purchase an aggregate of 135,000 shares which were
repriced June 9, 1995, replacing options to purchase 10,000 shares
granted in fiscal 1988, options to purchase 30,000 shares granted in
fiscal 1989, options to purchase 175,000 shares granted in fiscal 1991
and options to purchase 20,000 shares granted in fiscal 1992. Options
to purchase 100,000 shares were canceled in connection with the
repricing. Upon Mr. Dering's resignation from the position of President
and Chief Executive Officer of the Company in July 1996, options to
purchase a total of 67,500 shares of the Company's Common Stock were
vested and exercisable by him. After Mr. Dering's resignation and prior
to the end of fiscal 1997, these options were repurchased by the Company
for $1.375 per share or approximately $92,813, the difference between
the per share fair market value of the Company's Common Stock on the
date of repurchase and Mr. Dering's per share exercise price, and
then canceled.
(11) Includes options to purchase an aggregate of 120,000 shares which were
repriced June 9, 1995, replacing options to purchase 200,000 shares
granted in fiscal 1991 and options to purchase 20,000 shares granted in
fiscal 1992. Options to purchase 100,000 shares were canceled in
connection with the repricing. Upon Mr. Peth's resignation in March
1997, 90,000 option shares of the Company's Common Stock were vested and
exercisable by him and 30,000 shares were canceled.
(12) Includes amounts deferred in the Company's Tax Deferred Savings Plan
("401(k) Plan") for Messrs. Kantz and Rauscher, Ms. Robitaille and Mr.
Palmer in the amounts of $1,500, $3,314, $2,385 and $3,199,
respectively, during the fiscal year ended May 31, 1997. Also includes
annual premiums paid by the Company for life insurance policies for Mr.
Ayre, Ms. Robitaille and Mr. Palmer and in the amounts of $435, $433 and
$251, respectively.
(13) Represents $24,116 in accrued vacation paid to Mr. Dering upon his
resignation from the position of President and Chief Executive Officer
of the Company in July 1996, $2,375 deferred in the Company's 401(k)
Plan and approximately $92,813 paid to Mr. Dering after his
resignation and prior to the end of fiscal 1997 in connection with the
Company's repurchase and cancellation of options to purchase shares of
the Company's Common Stock. See Note 10 above.
8
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(14) Represents $17,635 in accrued vacation paid to Mr. Peth upon his
resignation from the position of Executive Vice President in March
1997, $135,000 in severance payment and a $30,000 payment in lieu of
bonus paid after Mr. Peth's resignation pursuant to an agreement with
the Company, $7,416 deferred in the Company's 401(k) Plan and $1,566
in annual premium paid by the Company for Mr. Peth's life insurance
policy. See also, "EXECUTIVE COMPENSATION AND OTHER MATTERS - Employment
Contracts and Termination of Employment and Change-In-Control
Arrangements."
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STOCK OPTIONS GRANTED DURING FISCAL 1997. The following table provides the
specified information concerning grants of options to purchase the Company's
Common Stock made during the fiscal year ended May 31, 1997 to the persons named
in the Summary Compensation Table with the exception of Thomas J. Rauscher,
James A. Ayre, Patricia J. Robitaille, Michael A. Dering and John W. Peth who
did not receive any option grants for the fiscal year ended May 31, 1997.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS IN FISCAL 1997 FOR OPTION TERM (5)
------------------------------------------------------- --------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE OR
UNDERLYING GRANTED TO BASE
OPTIONS EMPLOYEES IN PRICE (4) EXPIRATION
NAME GRANTED (2) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------- ------------- ----------- --------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Philip C. Kantz(1) 250,000(3) 85.2% $9.25 1/27/07 $1,455,000 $3,685,000
John M. Palmer 7,500 2.6% $7.00 8/13/06 $ 33,000 $ 83,700
</TABLE>
(1) Mr. Kantz was appointed President, Chief Executive Officer and a
director of the Company in January 1997.
(2) Options granted under the Company's 1991 Stock Option Plan (the "Option
Plan") vest, in general, at a rate of 25% per year over four years.
Under the Option Plan, the Board of Directors retains discretion to
modify the terms of outstanding options.
(3) Options to purchase 250,000 shares of the Company's Common Stock were
granted to Mr. Kantz, of which 242,000 shares were granted under
Non-qualified Option Agreements. Options to purchase such shares were
granted outside of the Company's 1991 Employee Stock Option Plan. The
options to purchase such shares generally expire 10 years from the date
of grant and vest over three years from the date of grant at the rate of
12,500 shares per quarter, except for options to purchase 100,000 shares
that become exercisable in 50,000 share increments four and five years,
respectively, from the grant date or sooner upon the achievement of
certain business milestones. See, "EXECUTIVE COMPENSATION AND OTHER
MATTERS - Employment Contracts and Termination of Employment and
Change-in-Control Arrangements."
(4) All options were granted at fair market value on the date of grant.
(5) Potential gains are net of exercise price, but before taxes associated
with exercise. These amounts represent certain assumed rates of
appreciation only, in accordance with the Securities and Exchange
Commission's rules. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock, overall market
conditions and the optionholder's continued employment through the
vesting period. The amounts reflected in this table may not necessarily
be achieved. Shares of stock purchased at $7.00 and $9.25 per share in
fiscal 1997 would yield profits of approximately $4.40 and $5.82 per
share, respectively, at 5% appreciation over ten years, or approximately
$11.16 and $14.74 per share, respectively, at 10% appreciation over the
same period.
10
<PAGE>
OPTION EXERCISES AND FISCAL 1997 YEAR-END VALUES. The following table
provides the specified information concerning exercises of options to purchase
the Company's Common Stock during the fiscal year ended May 31, 1997, and
unexercised options held as of May 31, 1997, by the persons named in the Summary
Compensation Table.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
OPTIONS AT 5/31/97 OPTIONS AT 5/31/97(5)
SHARES ACQUIRED VALUE ----------------------------- --------------------------------
NAME ON EXERCISE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------- ---------------- ------------- ----------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Philip C. Kantz(1) 0 $ 0 12,499 237,501 $ 2,344 $ 44,531
Thomas J. Rauscher 0 $ 0 12,500 37,500 $ 36,719 $ 110,156
James A. Ayre(2) 0 $ 0 20,000 20,000 $ 68,750 $ 68,750
Patricia J. Robitaille 0 $ 0 8,750 11,250 $ 30,078 $ 38,672
John M. Palmer 0 $ 0 6,875 20,625 $ 23,633 $ 63,398
FORMER EXECUTIVE OFFICERS:
Michael A. Dering(3) 0 $ 0 0 0 $ 0 $ 0
John W. Peth(4) 45,000 $ 173,250 45,000 0 $ 154,688 $ 0
</TABLE>
(1) Mr. Kantz was appointed President, Chief Executive Officer and a
director of the Company in January 1997.
(2) Mr. Ayre retired from the position of Vice President, Canadian and
Australian Operations in June 1997. Upon Mr. Ayre's retirement in June
1997, an option to purchase 30,000 shares of the Company's Common Stock
was exercisable by him and 10,000 option shares were canceled.
(3) Mr. Dering resigned from the position of President and Chief Executive
Officer of the Company in July 1996. Upon Mr. Dering's resignation in
July 1996, options to purchase a total of 67,500 shares of the Company's
Common Stock were vested and exercisable by him. After Mr. Dering's
resignation, these options were repurchased by the Company for $1.375
per share or $92,812.50, the difference between the per share fair
market value of the Company's Common Stock on the date of repurchase and
Mr. Dering's per share exercise price, and then canceled.
(4) Mr. Peth was appointed Acting President and Chief Executive Officer of
the Company in July 1996 upon the resignation of Michael A. Dering. Mr.
Peth resigned from the position of Acting President and Chief Executive
Officer and as director in January 1997, and was appointed Executive
Vice President. Mr. Peth resigned as Executive Vice President in March
1997. Upon Mr. Peth's resignation in March 1997, an option for 90,000
shares of the Company's Common Stock was exercisable by him and options
for 30,000 shares were canceled as unvested.
(5) Valuation based on the difference between the option exercise price and
the fair market value of the Company's Common Stock on May 31, 1997
(which was $9.4375 per share, based on the closing trade price of the
stock on the American Stock Exchange).
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS. The Company has entered into an employment agreement with
Philip C. Kantz, the Company's President and Chief Executive Officer. Mr.
Kantz's employment agreement provides that he will receive an annual salary of
$300,000. In connection with his employment agreement, Mr. Kantz received an
incentive bonus for fiscal 1997 of $50,000
11
<PAGE>
and he is eligible to receive in the future annual bonuses based upon the
Company's achievement of various financial and/or other goals established by
the Board of Directors of the Company for up to 100% of his then current
annual base salary, with a target bonus equal to 50% of his then current
annual base salary. Under the terms of his agreement, Mr. Kantz was also
granted options to purchase 250,000 shares of the Company's Common Stock as
described in the table regarding Stock Option Grants in Last Fiscal Year. In
the event of a Transfer of Control, as defined under the agreement, all such
options will become fully vested and exercisable as of the date ten days
prior to the consummation of such Transfer of Control. In the event that Mr.
Kantz is terminated by the Company without cause or in the event that Mr.
Kantz resigns from his position with the Company for "Good Reason," as
defined in the agreement, Mr. Kantz will be entitled to receive severance
payments at his final base salary and target bonus rate, less applicable
withholding, for a period of two years following the date of termination. See
also, "EXECUTIVE COMPENSATION AND OTHER MATTERS - Stock Options Granted
During Fiscal 1997."
Mr. Peth was appointed Acting President and Chief Executive Officer of
the Company in July 1996 upon the resignation of Michael A. Dering. Mr. Peth
resigned from these positions and as a director in January 1997. Mr. Peth was
appointed Executive Vice President in January 1997 and resigned from that
position in March 1997. Mr. Peth was entitled to receive severance benefits
under the Change in Control Agreement dated October 17, 1996 between Mr. Peth
and the Company. Prior to the end of the fiscal year, Mr. Peth received
$135,000 from the Company as a severance payment and a $30,000 payment in
lieu of bonus pursuant to the agreement. Mr. Peth also is entitled to
receive additional severance payments from the Company, the amount depending
on when he commences new employment. The maximum and minimum aggregate
amounts of additional severance payments Mr. Peth may receive are $90,450 and
$67,500, respectively, depending on when his new employment commences. Such
payments will be made monthly.
The Company also entered into an agreement with Mr. Dering upon his
resignation from the position of President and Chief Executive Officer of the
Company in July 1996 whereby the Company paid to Mr. Dering approximately
$92,813 in connection with the Company's repurchase and cancellation of
options to purchase shares of the Company's Common Stock. See also "EXECUTIVE
COMPENSATION AND OTHER MATTERS - Executive Compensation."
In addition, the Company has entered into a form of change of
control agreement with certain of its current executive officers. In
general, the agreements provide that if within one month prior to or twelve
months following a Change of Control of the Company, as defined in the
agreement, such executive officer's employment is terminated as a result of
Involuntary Termination, as defined in the agreement, such executive officer
will continue to receive 100% of his or her annual base salary at the time of
such termination, the full amount of his or her annual bonus for the fiscal
year in which he or she is terminated and reimbursement for up to twelve
months of COBRA premiums paid by him or her for continued group health
insurance coverage. Such severance rights terminate upon the earlier of (i)
twelve months from the date of such executive officer's termination or (ii)
upon commencement of new employment by such executive officer.
Options granted under the Company's Option Plan contain provisions pursuant
to which unexercised options become immediately exercisable upon a "Transfer of
Control" as defined under the Option Plan and terminate to the extent they are
not exercised as of the consummation of the Transfer of Control.
COMPENSATION OF DIRECTORS. The Company pays each of its outside directors
$15,000 per year, plus an additional $1,000 for each Board and Committee meeting
attended, as compensation for their services as members of the Board of
Directors of the Company. An additional $500 is paid to each Committee Chairman
for each committee meeting attended. During the fiscal year ended May 31, 1997,
the Chairman of the Board received an additional $30,000 for his services to the
Company in that capacity. In addition, the Company's 1996 Outside Directors
Stock Option Plan (the "Directors Plan") provides for initial grants of options
to purchase 10,000 shares of the Common Stock of the Company to non-employee
directors at the fair market value on the date of grant. The Directors Plan
further provides for the automatic annual grant of an additional option to
purchase 2,000 shares of the Common Stock of the Company on the date of each
annual meeting of stockholders after adoption of the plan
12
<PAGE>
to each non-employee director of the Company remaining a member of the Board of
Directors of the Company. Each of Messrs. Augsburger, Cecil, Myers and Wolf and
Dr. Hanson will be automatically granted an annual option to purchase 2,000
shares of the Common Stock of the Company on the date of the 1997 Annual Meeting
of Stockholders.
The following table provides the specified information concerning all
compensation paid to persons who were directors of the Company at the end of the
fiscal year, May 31, 1997, who are not named in the Summary Compensation Table.
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
<TABLE>
<CAPTION>
CASH COMPENSATION SECURITY GRANTS
---------------------------------- --------------------
ANNUAL NUMBER OF SECURITIES
NAME RETAINER FEES MEETING FEES UNDERLYING OPTIONS
- ---------------------- -------------- ------------ --------------------
<S> <C> <C> <C>
Robert R. Augsburger $12,500 $9,000 10,000
Robert S. Cecil $12,500 $8,500 10,000
Dr. Kathryn S. Hanson $12,500 $9,000 10,000
Jerry K. Myers $12,500 $8,500 10,000
Hans A. Wolf $42,500(1) $9,500 10,000
</TABLE>
(1) Includes $30,000 paid to Mr. Wolf in compensation for his services to the
Company as Chairman of the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. During fiscal 1988, the
Company lent Mr. Dering $200,000, as a non-interest bearing note. The note,
which was secured by a deed of trust, was payable upon demand, or in 2001 if the
note was not called by that time. Mr. Dering repaid the entire amount of the
loan upon his resignation from the position of President and Chief Executive
Officer of the Company in July 1996.
In July 1995, the Company lent Ms. Robitaille $200,000, as a non-interest
bearing note. The note, secured by a deed of trust, is payable upon demand, or
in 2000 if the note has not been called by that time. The entire amount of the
note is currently outstanding.
13
<PAGE>
COMPARISON OF STOCKHOLDER RETURN (1)
Set forth below is a line graph comparing the annual percentage change in
the cumulative total return on the Company's Common Stock with the cumulative
total return of the Russell 2000 Index and the S&P Office Equipment & Supplies
Index for the period commencing on June 1, 1992 and ending on May 31, 1997.
Cumulative Total Return
----------------------------------
5/92 5/93 5/94 5/95 5/96 5/97
Tab Products Co. 100 121 109 70 89 114
Russell 2000 Index 100 119 130 143 194 208
S&P Office Equipment 100 114 136 153 217 296
and Supplies Index
(1) Assumes that $100.00 was invested on May 31, 1992 in the Company's Common
Stock and in each index, and that all dividends were reinvested.
Stockholder returns over the indicated period should not be considered
indicative of future stockholder returns.
14
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee is currently comprised of three (3) outside
members of the Board of Directors and is responsible for setting and monitoring
policies governing the compensation of executive officers. The Compensation
Committee reviews the performance and compensation levels for executive officers
and sets salary and incentive levels and option grants under the Option Plan.
The objectives of the Committee are to correlate executive compensation with the
Company's business objectives and performance and to enable the Company to
attract, retain and reward executive officers who contribute to the long-term
success of the Company. The Compensation Committee also seeks to establish
compensation policies that allow the Company flexibility to respond to changes
in its business environment.
SALARY. Salaries for executive officers are based on a review of salaries
for similar positions requiring similar qualifications in similar industries.
In determining executive officer salaries, the Compensation Committee has
approved the use by management of information from salary surveys.
The Compensation Committee annually assesses the performance and recommends
to the Board of Directors the salary and overall compensation for the Company's
President and Chief Executive Officer. The President and Chief Executive
Officer annually assesses the performance of all other executive officers and
recommends salary increases to the Compensation Committee based on a number of
factors such as performance evaluations, comparative data and other relevant
factors. The Compensation Committee then reviews and approves the increases for
any person with total compensation over $100,000.
In addition to reviewing performance evaluations, the Compensation
Committee also reviews the financial condition of the Company in setting
salaries.
The compensation for the current President and Chief Executive Officer
appointed in January 1997 was reached on the basis of arm's length
negotiation between the Company and such President and Chief Executive
Officer and was approved by the Compensation Committee. The Compensation
Committee confirmed with an independent compensation consultant that the
salary approved by the Compensation Committee was appropriate for a President
and Chief Executive Officer in the Company's size, geographic location and
industry. There were no increases in compensation made during fiscal 1997 to
any prior President and Chief Executive Officer.
ANNUAL INCENTIVE. The Compensation Committee administers an incentive
plan to provide additional compensation to executives who meet established
performance goals for the Company. In consultation with the Chief Executive
Officer, the Compensation Committee annually determines the total amount of
cash bonuses available for executive officers and certain other management
employees. For fiscal 1997, awards under this bonus plan were contingent upon
the Company's attainment of revenue and operating profit targets set by the
Compensation Committee in consultation with the Chief Executive Officer. The
target amount of bonuses for the Chief Executive Officer and senior executive
officers was set by the Compensation Committee; the amount of individual
bonuses for the remaining executive officers and other management was
proposed by the Chief Executive Officer, subject to approval by the
Compensation Committee. Awards are weighted so that higher awards are
received when the Company's performance reaches maximum targets and smaller
awards are received when the Company's performance reaches minimum targets
and no awards are made when the Company does not meet minimum performance
targets. During fiscal 1997, the Company's performance did not reach minimum
targets. Annual incentives were paid to some executive officers, based on
their individual performance. The Company's current President and Chief
Executive Officer received a $50,000 bonus for fiscal 1997 as part of his
compensation package as an incentive to join the Company. Under the terms of
his employment agreement, the Company's current President and Chief Executive
Officer is eligible to receive in the future annual bonuses based upon the
Company's achievement of various financial and/or other goals established by
the Board of Directors of the Company for up to 100% of his then current
annual base salary, with a target bonus equal to 50% of his then current
annual base salary. Consistent with the Company's objective of aligning
compensation with performance, the Company anticipates that future bonus
payments will be based on specific targets and performance.
STOCK OPTIONS. The Compensation Committee believes that employee equity
ownership provides significant motivation to executive officers to maximize
value for the Company's stockholders and, therefore, periodically grants stock
options under the Option Plan at the current market price. Stock options will
only have value if the Company's stock price increases over the exercise price.
15
<PAGE>
The Compensation Committee grants options to executive officers after
consideration of recommendations from the Chief Executive Officer.
Recommendations for options are based upon the relative position,
responsibilities of each executive officer, previous and expected
contributions of each officer to the Company, previous option grants to such
executive officers and customary levels of option grants for the respective
position in other comparable companies. Generally, option grants vest over
four years with the life of the option ten years. The Compensation Committee
granted options to purchase 250,000 shares to the current President and Chief
Executive Officer upon his joining the Company in fiscal 1997 as part of his
compensation package. The number of shares subject to the option was
determined in arm's length negotiation between the Company and the current
President and Chief Executive Officer and the Compensation Committee
confirmed the appropriateness of the use of the option grant with its
independent compensation consultant. Consistent with the Company's objective
of aligning compensation with performance, the Company anticipates that
future grants to incumbent executive officers will be based on specific
targets and performance.
COMPENSATION COMMITTEE
Robert R. Augsburger, Chair
Robert S. Cecil
Dr. Kathryn S. Hanson
16
<PAGE>
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company has selected Deloitte & Touche LLP as
independent accountants to audit the financial statements of the Company for the
fiscal year ending May 31, 1998. Deloitte & Touche LLP has acted in such
capacity since its appointment during the fiscal year ended May 31, 1992. A
representative of Deloitte & Touche LLP is expected to be present at the Annual
Meeting with the opportunity to make a statement if the representative desires
to do so, and is expected to be available to respond to appropriate questions.
The affirmative vote of a majority of the votes cast at the Annual Meeting
of Stockholders, at which a quorum representing a majority of all outstanding
shares of Common Stock of the Company is present and voting, either in person or
by proxy, is required for approval of this proposal. Abstentions and broker
non-votes will each be counted as present for purposes of determining the
presence of a quorum. Abstentions and broker non-votes will each have the same
effect as a negative vote on this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE "FOR" THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE
COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING MAY 31, 1998.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
Proposals of stockholders intended to be presented at the next Annual
Meeting of the Stockholders of the Company must be received by the Company at
its offices at 1400 Page Mill Road, Palo Alto, California, 94304, not later than
May 29, 1998, and satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals to be included in the Company's
proxy statement for that meeting.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting is
as set forth above. If any other matter or matters are properly brought before
the meeting, or any adjournment thereof, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy on such matters in
accordance with their best judgment.
By Order of the Board of Directors,
/s/ Robert J. Sexton
ROBERT J. SEXTON
SECRETARY
September 26, 1997
17
<PAGE>
TAB PRODUCTS CO.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Philip C. Kantz and Robert J. Sexton, and
each of them, with full power of substitution to represent the undersigned and
to vote all the shares of the stock of Tab Products Co. which the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
at Hyatt Rickeys, 4219 El Camino Real, Palo Alto, California in the Camino D
Room on Tuesday, November 11, 1997, at 1:00 P.M. local time, and at any
adjournment thereof (1) as hereinafter specified upon the proposals listed below
and as more particularly described in the Company's Proxy Statement and (2) in
their discretion upon such other matters as may properly come before the
meeting.
The undersigned hereby acknowledges receipt of: (1) Notice of Annual
Meeting of Stockholders of the Company, (2) accompanying Proxy Statement, and
(3) Annual Report of the Company for the fiscal year ended May 31, 1997.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
1. Election of the following directors:
[ ] FOR the nominees [ ] WITHHOLD AUTHORITY
listed below (except to vote for the
as marked to the nominees listed
contrary below.) below.
(INSTRUCTION: To withhold authority to vote for a nominee, strike a line
through the nominee's name.)
Robert R. Augsburger
Robert S. Cecil
Dr. Kathryn S. Hanson
Philip C. Kantz
Jerry K. Myers
Hans A. Wolf
2. To ratify the appointment of Deloitte & Touche LLP as independent
accountants of the Company for the fiscal year ending May 31, 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED AS SPECIFIED. IF NO SPECIFICATION
IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSALS 1 AND 2.
[ ] CHECK HERE FOR ADDRESS CHANGE AND NOTE BELOW.
[ ] CHECK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING.
Sign exactly as your name(s) appears on your stock certificate. If shares of
stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the above Proxy. If shares of stock are held of record by a
corporation, the Proxy should be executed by the President or Vice President and
the Secretary or Assistant Secretary, and the corporate seal should be affixed
thereto. Executors or administrators or other fiduciaries who execute the above
Proxy for a deceased stockholder should give their full title. Please date the
Proxy.
Dated: , 1997
-----------
Signature(s):
---------------------
----------------------------------
