<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 ss.240.14a-11(c) or ss.240.14a-12
TAB PRODUCTS CO.
(Name of Registrant as Specified In Its Charter)
TAB PRODUCTS CO.
(Name of Person(s) Filing Proxy Statement)
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:
____________________________________________________________________
4) Date Filed:
____________________________________________________________________
<PAGE>
TAB PRODUCTS CO.
1400 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
-----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 7, 1999
-----------
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Tab
Products Co. (the "Company"), which will be held on Thursday, October 7, 1999,
at 2:00 P.M. local time at Hyatt Rickeys, 4219 El Camino Real, Palo Alto,
California in the Stanford II Room, for the following purposes:
1. To elect five (5) members of the Board of Directors to hold
office until the 2000 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, 2000.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on August 16, 1999 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
August 25, 1999
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 Thursday, October 7, 1999, at 2:00 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 August 25, 1999,
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 and annual report on Form 10-K for the
fiscal year ended May 31, 1999, is enclosed with this Proxy Statement.
VOTING SECURITIES. Only stockholders of record as of the close of
business on August 16, 1999, will be entitled to vote at the meeting and any
adjournment thereof. As of that date, there were 5,024,589 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 delivering to the
Secretary of the Company 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 July 31, 1999 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.
1
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED(1)
----------------------------
NAME AND ADDRESS OF NUMBER PERCENTAGE
BENEFICIAL OWNERS OF SHARES OF CLASS
----------------- --------- ------------
<S> <C> <C>
Heartland Advisors, Inc.................................... 568,300(2) 11.3%
790 North Milwaukee Street
Milwaukee, WI 53202
Tab Products Co. Pension, Profit Sharing & Tax
Deferred Savings Trusts.................................... 554,297 11.0%
1400 Page Mill Road
Palo Alto, CA 94304
T. Rowe Price Associates, Inc.............................. 477,000(3) 9.5%
100 E. Pratt Street
Baltimore, MD 21202
Dimensional Fund Advisors Inc.............................. 394,200(4) 7.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401
J. Carlo Cannell d/b/a Cannell Capital Management.......... 348,400(5) 6.9%
600 California Street, 14th Floor
San Francisco, CA 94108
ROI Capital Management, Inc................................ 306,100(6) 6.1%
17 E. Sir Francis Drake Boulevard, Suite 225
Larkspur, CA 94939
Joseph L. Harrosh.......................................... 305,900(7) 6.1%
40900 Grimmer Blvd.
Fremont, CA 94538
Philip C. Kantz............................................ 145,567(8) 2.8%
Hans A. Wolf............................................... 64,800(9) 1.3%
Thomas J. Rauscher......................................... 39,039(10) *
Robert R. Augsburger....................................... 26,575(11) *
Jerry K. Myers............................................. 19,000(12) *
David J. Davis............................................. 17,190(13) *
Joel L. Sitak.............................................. 14,855(14) *
Joanne P. Grba............................................. 10,000(15) *
Dr. Kathryn S. Hanson...................................... 9,000(16) *
Directors and executive officers as a group (12 persons)... 401,773(17) 7.6%
*Less than 1%
</TABLE>
2
<PAGE>
(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 filed May 5, 1999 by Heartland Advisors,
Inc. ("Heartland"), Heartland is deemed to have beneficial ownership of
568,300 shares of the Company's Common Stock. Heartland has sole voting
power as to 168,300 shares and sole dispositive power as to 568,300
shares.
(3) According to a Schedule 13G jointly filed February 12, 1999 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 477,000 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 477,000
shares deemed to be beneficially owned by Price Associates. Price
Associates has sole voting power as to 52,000 shares and sole
dispositive power as to 477,000 shares. Price Fund has sole voting
power as to 400,000 shares. These securities are owned by various
individuals and institutional investors, including T. Rowe Price Small
Cap Value Fund, Inc. which owns 400,000 shares, representing 8% of the
shares outstanding, which T. Rowe Price Associates, Inc. ("Price
Associates") serves as investment advisor with power to direct
investments and/or sole power to vote the securities. For purposes of
the reporting requirements of the Securities Exchange Act of 1934,
Price Associates is deemed to be a beneficial owner of such securities;
however, Price Associates expressly disclaims that it is, in fact, the
beneficial owner of such securities.
(4) According to a Schedule 13G filed February 11, 1999 by Dimensional Fund
Advisors Inc. ("Dimensional"), Dimensional is deemed to have beneficial
ownership of 394,200 shares of the Company's Common Stock. Dimensional
has sole voting power and sole dispositive power as to such shares.
(5) According to a Schedule 13G filed March 15, 1999 by J. Carlo Cannell
d/b/a Cannell Capital Management ("Cannell Capital"), Cannell Capital
is deemed to have beneficial ownership of 348,400 shares of the
Company's Common Stock. Cannell Capital has sole voting and sole
dispositive power as to such shares.
(6) According to a Schedule 13G filed June 16, 1999 by ROI Capital
Management, Inc. ("ROI Capital"), ROI Capital is deemed to have
beneficial ownership of 306,100 shares of the Company's Common Stock
and has sole voting and sole dispositive power as to such shares.
(7) According to a Schedule 13G filed May 19, 1999 by Joseph L. Harrosh,
Mr. Harrosh is deemed to have beneficial ownership of 305,900 shares of
the Company's Common Stock. Mr. Harrosh has sole voting power and sole
dispositive power as to such shares.
(8) Includes 125,000 shares which are subject to options exercisable within
60 days of July 31, 1999. Also includes 1,567 shares allocated to Mr.
Kantz's account under the 401(k) Plan as of May 31, 1999, 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.
(9) Includes 14,000 shares which are subject to options exercisable within
60 days of July 31, 1999.
(10) Includes 37,500 shares which are subject to options exercisable within
60 days of July 31, 1999. Also includes 1,239 shares allocated to Mr.
Rauscher's account under the 401(k) Plan as of May 31, 1999, 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.
(11) Includes 9,000 shares which are subject to options exercisable within
60 days of July 31, 1999.
(12) Includes 9,000 shares which are subject to options exercisable within
60 days of July 31, 1999.
(13) Includes 10,000 shares which are subject to options exercisable within
60 days of July 31, 1999 and 300 shares held indirectly by Mr. Davis in
his father's name. Also includes 390 shares allocated to Mr. Davis'
3
<PAGE>
account under the 401(k) Plan as of May 31, 1999, based on a recent
quarterly report prepared by the trustee under the 401(k) Plan. Under
certain circumstances, Mr. Davis 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.
(14) Includes 14,750 shares which are subject to options exercisable within
60 days of July 31, 1999. Also includes 105 shares allocated to Mr.
Sitak's account under the 401(k) Plan as of May 31, 1999, based on a
recent quarterly report prepared by the trustee under the 401(k) Plan.
Under certain circumstances, Mr. Sitak 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.
(15) Includes 10,000 shares which are subject to options exercisable within
60 days of July 31, 1999.
(16) Includes 9,000 shares which are subject to options exercisable within
60 days of July 31, 1999.
(17) Includes 253,250 shares which are subject to options exercisable within
60 days of July 31, 1999. Also includes 16,373 shares allocated to
individual executive officer's accounts under the 401(k) Plan as of May
31, 1999, 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 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 five (5) directors: Robert
R. Augsburger, Dr. Kathryn S. Hanson, Philip C. Kantz, Jerry K. Myers and Hans
A. Wolf. Management's five (5) 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 1998 Annual Meeting of Stockholders. 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 2000 Annual Meeting of
Stockholders, and until their successors are elected and qualified. During 1998
Robert Cecil resigned from the Board of Directors and the authorized number of
directors was reduced from six (6) to five (5).
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.
<TABLE>
<CAPTION>
NAME POSITION WITH THE COMPANY AGE DIRECTOR SINCE
- ---- ------------------------- --- --------------
<S> <C> <C> <C>
Robert R. Augsburger Director 73 1976
Dr. Kathryn S. Hanson Director 50 1996
Philip C. Kantz Director, President and Chief 55 1997
Executive Officer
Jerry K. Myers Director 58 1996
Hans A. Wolf Chairman of the Board 71 1992
</TABLE>
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.
4
<PAGE>
DR. KATHRYN S. HANSON. Dr. Hanson has been a director of the Company
since April 1996. Dr. Hanson is president of The Hanson Group, a strategic
management and marketing consulting practice for high technology companies,
which she founded in 1988. Dr. Hanson was the Chairperson and Founder of
CustomerCast, Inc., a software company specializing in state-of-the-art internet
technology, which was started in January 1997. 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, Chief Executive Officer
and a director of the Company since January 1997. He served as President, Chief
Operating Officer and a director of Trans Ocean Ltd., a privately held
transportation equipment leasing company, from October 1995 to October 1996. In
1995, he served as President and Chief Executive Officer of The Sandros
Enterprise, a private consulting firm. From February 1994 to January 1995, he
served as President, Chief Executive Officer and a director of Transcisco
Industries, Inc., an industrial services company. From October 1992 through
September 1993, Mr. Kantz served as President and Chief Executive Officer of
Genetrix, Inc., a biotechnology services business. Mr. Kantz also serves as a
director of 3Com Corporation and Franklin Ophthalmic Instruments Co.
JERRY K. MYERS. Mr. Myers has been a director of the Company since
April 1996. Since April 1999 he has been president and chief executive officer
of DigiTrace Care Services, Inc., a sleep services and neurodiagnostic
monitoring company. 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,
LLP. 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 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
1993, 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 fiscal 1999, the Board held seven (7) meetings.
No director serving on the Board during fiscal 1999 attended fewer than 75% of
such meetings of the Board and the Committees on which he or she served.
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. Messrs. Augsburger and Wolf were members of the Audit Committee during
fiscal 1999. During fiscal 1999, the Audit Committee held three (3) 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. Mr. Augsburger and Dr. Hanson were members of the
Compensation Committee during fiscal 1999. During fiscal 1999, 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. Messrs. Augsburger and
Wolf were members of the Nominating Committee during fiscal 1999. During fiscal
1999, the Nominating Committee held one (1) meeting.
5
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
EXECUTIVE COMPENSATION. The following table sets forth information
concerning the compensation of the Chief Executive Officer of the Company and
the four other most highly compensated executive officers of the Company as of
May 31, 1999 whose total salary and bonus for the fiscal year ended May 31, 1999
exceeded $100,000, for services in all capacities to the Company and its
subsidiaries, during the fiscal years ended May 31, 1999, 1998 and 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------------------------ -----------------------------------------
SECURITIES ALL OTHER
NAME AND PRINCIPAL UNDERLYING COMPENSA-
POSITION YEAR SALARY BONUS OPTIONS TION(6)
- ----------------------------- ------------- ------------------- ------------------- ------------------- --------------------
<S> <C> <C> <C> <C> <C>
Philip C. Kantz(1) 1999 $ 227,048(5) $ 0 0 $ 4,496
Director, President and ----
Chief Executive Officer 1998 $ 300,000 $ 150,000 0 $ 4,200
----
1997 $ 105,437 $ 50,000 250,000 $ 1,500
----
David J. Davis(2) 1999 $ 196,625 $ 0 30,000 $ 2,206
----
Senior Vice President, 1998 $ 155,177 $ 66,000 20,000 $ 20,528(7)
----
Operations, and Chief 1997 $ -- $ -- -- $ --
----
Financial Officer
Thomas J. Rauscher 1999 $ 182,585 $ 0 10,000 $ 3,900
----
Vice President, 1998 $ 169,105 $ 51,917 0 $ 2,411
----
Manufacturing & Distribution 1997 $ 162,398 $ 18,750 0 $ 3,314
----
Joanne P. Grba(3) 1999 $ 169,170 $ 0 30,000 $ 330
----
Vice President, Marketing 1998 $ 134,244 $ 60,000 20,000 $ 165
----
1997 $ -- $ -- -- $ --
----
Joel L. Sitak(4) 1999 $ 168,845 $ 0 34,000 $ 32,253(8)
----
Vice President, North 1998 $ 99,528 $ 38,355 0 $ 163
----
American Sales 1997 $ 90,687 $ 6,837 10,000 $ 172
----
</TABLE>
(1) Mr. Kantz was appointed President, Chief Executive Officer and a director
of the Company in January 1997.
(2) Mr. Davis was appointed Senior Vice President, Operations of the Company in
June 1997 and Chief Financial Officer in May 1998. During the fiscal year
ended May 31, 1999 there was outstanding to Mr. Davis a non-interest
bearing note payable to the Company. See "EXECUTIVE COMPENSATION AND OTHER
MATTERS - Certain Relationships and Related Transactions."
(3) Ms. Grba was appointed Vice President, Marketing of the Company in July
1997.
(4) Mr. Sitak was appointed Vice President, North American Sales of the Company
in May 1998.
6
<PAGE>
(5) The difference between the 1999 and 1998 compensation reflects the Chief
Executive Officer's decision to forego compensation to ensure an earnings
neutral impact of the Company's annual holiday bonus to non-executive
employees.
(6) Includes amounts deferred in the Company's Tax Deferred Savings Plan
("401(k) Plan") for Messrs. Kantz, Davis, Rauscher and Sitak in the amounts
of $2,269, $1,693, $3,387 and $708, respectively, during the fiscal year
ended May 31, 1999. Also includes annual premiums paid by the Company for
life insurance policies for Messrs. Kantz, Davis, Rauscher, Ms. Grba and
Mr. Sitak in the amounts of $2,227, $513, $513, $330 and $109,
respectively.
(7) Includes $20,195 in relocation expenses paid to Mr. Davis during fiscal
1998.
(8) Includes $31,436 in relocation expenses paid to Mr. Sitak during fiscal
1999.
STOCK OPTIONS GRANTED DURING FISCAL 1999. The following table provides
the specified information concerning grants of options to purchase the Company's
Common Stock made during the fiscal year ended May 31, 1999 to the persons named
in the Summary Compensation Table.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS IN FISCAL 1999 FOR OPTION TERM (3)
---------------------------------------------------------- ---------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES BASE EXPIRATION
NAME GRANTED (1) IN FISCAL PRICE (2) DATE 5% ($) 10% ($)
YEAR ($/SH)
- --------------------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Philip C. Kantz 0 0% N/A N/A __ __
David J. Davis 30,000 17% $12.50 7/16/08 $ 235,800 $ 597,600
Thomas J. Rauscher 10,000 6% $12.50 7/16/08 $ 78,600 $ 199,200
Joanne P. Grba 30,000 17% $12.50 7/16/08 $ 235,800 $ 597,600
Joel L. Sitak 20,000 11% $11.88 7/08/08 $ 149,400 $ 378,600
14,000 8% $12.50 7/16/08 $ 110,000 $ 278,900
</TABLE>
(1) Options granted under the Company's 1991 Stock Option Plan (the "Option
Plan") on July 8, 1998 vest, in general, at a rate of 25% per year over
four (4) years and options granted under the Option Plan on or after July
16, 1998 vest, in general, at a rate of 37 1/2% after eighteen (18) months
with the remaining 62 1/2% vesting quarterly over the next fourteen (14)
quarters. Under the Option Plan, the Board of Directors retains discretion
to modify the terms of outstanding options.
(2) All options were granted at fair market value on the date of grant.
(3) 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 $11.88 and $12.50 per share in fiscal 1999 would yield
profits of
7
<PAGE>
approximately $7.47 and $7.86 per share, respectively, at 5% appreciation
over ten years, or approximately $18.93 and $19.92 per share, respectively,
at 10% appreciation over the same period.
OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES. The following table
provides the specified information concerning unexercised options held as of May
31, 1999, by the persons named in the Summary Compensation Table. None of the
persons named in the Summary Compensation Table exercised options in fiscal
1999.
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 5/31/99 OPTIONS AT 5/31/99(2)
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Philip C. Kantz 112,500 137,500 $ 0 $ 0
David J. Davis 5,000 45,000 $ 0 $ 0
Thomas J. Rauscher 37,500 22,500 $ 0 $ 0
Joanne P. Grba 5,000 45,000 $ 0 $ 0
Joel L. Sitak(1) 9,750 40,250 $ 500 $ 0
</TABLE>
(1) Mr. Sitak was appointed Vice President, North American Sales of the Company
in May 1998.
(2) Valuation based on the difference between the option exercise price and the
fair market value of the Company's Common Stock on May 31, 1999 (which was
$6.50 per share, based on the closing trade price of the common stock on
the American Stock Exchange on such date).
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. Pursuant to Mr. Kantz's employment agreement, he is to receive an
annual salary of $300,000. Mr. Kantz is eligible to receive 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 60% of his then current
annual base salary for fiscal years 1999 and 2000. 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.
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 150% of his or her annual base salary at the time of such
termination, plus 150% of his or her annual bonus at the "on target" level
for the fiscal year in which the executive officer is terminated and
reimbursement for up to twelve months of COBRA premiums paid by him or her
for continued group health insurance coverage. Such
8
<PAGE>
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, 1999, 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 to each
non-employee director of the Company remaining a member of the Board of
Directors of the Company. Each of Messrs. Augsburger, 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 1999 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
fiscal 1999, who are not named in the Summary Compensation Table.
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
<TABLE>
<CAPTION> POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK APPRECIATION
CASH COMPENSATION SECURITY GRANTS(2) FOR OPTION TERM(3)
----------------- ------------------ -----------------------
NUMBER OF
ANNUAL SECURITIES
NAME RETAINER FEES MEETING FEES UNDERLYING OPTIONS 5% 10%
- ------------------------------------ ------------ ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert R. Augsburger $15,000 $15,000 2,000 $9,000 $22,700
Dr. Kathryn S. Hanson $15,000 $14,000 2,000 $9,000 $22,700
Jerry K. Myers $15,000 $10,500 2,000 $9,000 $22,700
Hans A. Wolf $45,000(1) $10,500 2,000 $9,000 $22,700
</TABLE>
(1) Includes $30,000 paid to Mr. Wolf in compensation for his services to the
Company as Chairman of the Board of Directors.
(2) The automatic annual grant to purchase 2,000 shares was granted at the fair
market value ($7.125) on the date of the 1998 Annual Meeting of
Stockholders, October 29, 1998. These shares become immediately exercisable
on the date of grant.
(3) 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
9
<PAGE>
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 service to the company. The
amounts reflected in this table may not necessarily be achieved. Shares of
stock purchased at $7.125 per share in fiscal 1999 would yield profits of
approximately $4.50 per share at 5% appreciation over ten years, or
approximately $11.35 at 10% appreciation over the same period.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. In September 1997, the
Company lent Mr. Davis $100,000, as a non-interest bearing note. The note,
secured by a deed of trust, is payable upon demand, or in 2002 if the note has
not been called by that time. The entire amount of the note is currently
outstanding.
10
<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, 1994 and ending on May 31, 1999.
<TABLE>
<CAPTION>
Cumulative Total Return
--------- ---------- --------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
5/94 5/95 5/96 5/97 5/98 5/99
Tab Product Co. 100 65 81 105 165 76
Russell 2000 100 110 150 160 198 192
S & P Office Equipment & Supplies 100 113 160 218 274 360
</TABLE>
(1) Assumes that $100.00 was invested on May 31, 1994 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.
11
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee is currently comprised of two (2) 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, sets salary and incentive levels and grants options 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 Company's President and Chief Executive
Officer is based on the January 1997 employment agreement between the Company
and the President and Chief Executive Officer, the terms of which were reached
on the basis of arm's length negotiation between the Company and the President
and Chief Executive Officer in 1997, and approved by the Compensation Committee.
The Compensation Committee confirmed with an independent compensation consultant
at the time of these negotiations 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.
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 1999, 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 and is 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. After the total eligible bonus pool is
determined, annual incentives are paid to executive officers, based on their
individual performance as determined by the Company's President and Chief
Executive Officer. During fiscal 1999, the Company's President and Chief
Executive Officer was eligible under his employment agreement to receive a bonus
of up to 100% of his then current base salary, with a target bonus equal to 60%.
The Company's performance in fiscal 1999 did not reach minimum targets and no
bonuses were paid to any executive officers. 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,
12
<PAGE>
periodically grants stock options under the Option Plan at the then current
market price. Stock options will only have value if the Company's stock price
increases over the exercise price.
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. The Committee changed the vesting schedule for
options granted after July 8, 1998 in order to provide further retention
incentives to key employees. Options granted on or after July 16, 1998 vest, in
general, at a rate of 37 1/2% after eighteen (18) months with the remaining 62
1/2% vesting ratably over the next fourteen (14) quarters. Options made on or
prior to July 8, 1998 vested, in general, at a rate of 25% per year over four
(4) years. No grant of options was made to the Company's President and Chief
Executive Officer during fiscal 1999 in light of his then current equity
position. 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.
The Company has considered the provisions of Section 162(m) of the
Internal Revenue Code and related Treasury Department regulations which restrict
deductibility of executive compensation paid to the Company's chief executive
officer and each of the four other most highly compensated executive officers
holding office at the end of any year to the extent such compensation exceeds
$1,000,000 for any of such officers in any year and does not qualify for an
exception under the statute or regulations. Income from options granted under
the 1991 Plan would generally qualify for an exemption from these restrictions
so long as the options are granted by a committee whose members are non-employee
directors. The Company expects that the Compensation Committee will generally be
comprised of non-employee directors, and that to the extent such Committee is
not so constituted for any period of time, the options granted during such
period will not be likely to result in compensation exceeding $1,000,000 in any
year. The Committee does not believe that in general other components of the
Company's compensation will be likely to exceed $1,000,000 for any executive
officer in the foreseeable future and therefore concluded that no further action
with respect to qualifying such compensation for deductibility was necessary at
this time. In the future, the Committee will continue to evaluate the
advisability of qualifying its executive compensation for deductibility of such
compensation. The Committee's policy is to qualify its executive compensation
for deductibility under applicable tax laws as practicable.
COMPENSATION COMMITTEE
Robert R. Augsburger, Chair
Dr. Kathryn S. Hanson
13
<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, 2000. 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 such representative desires
to do so. Such representative 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, 2000.
STOCKHOLDER PROPOSALS TO BE PRESENTED
AT NEXT ANNUAL MEETING
The Company has an advance notice provision under its bylaws for
stockholder business to be presented at meetings of stockholders. Such provision
states that in order for stockholder business to be properly brought before a
meeting by a stockholder, such stockholder must have given timely notice thereof
in writing to the Secretary of the Company. A stockholder proposal to be timely
must be received at the Company's principal executive offices not less than 120
calendar days in advance of the one year anniversary of the date the Company's
proxy statement was released to stockholders in connection with the previous
year's annual meeting of stockholders; except that (i) if no annual meeting was
held in the previous year, (ii) if the date of the annual meeting has been
changed by more than thirty calendar days from the date contemplated at the time
of the previous year's proxy statement or (iii) in the event of a special
meeting, then notice must be received not later than the close of business on
the tenth day following the day on which notice of the date of the meeting was
mailed or public disclosure of the meeting date was made.
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of 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
April 21, 2000, 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.
14
<PAGE>
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
August 25, 1999
15
<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 Stanford II Room on Thursday, October 7, 1999, at 2:00 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, (3)
Annual Report of the Company for the fiscal year ended May 31, 1999 and (4)
Annual Report of the Company on Form 10-K for the fiscal year ended May 31,
1999.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
Please mark
your votes
as indicated
in this
example /X/
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
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, 2000.
[ ] 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.
TAX DEFERRED SAVINGS PLAN (401(k)) PARTICIPANTS
If you choose not to vote your shares, they will be voted by the Plan
Trustee proportionately as to the shares that are voted.
Signature(s): ___________________________ Dated:__________________, 1999
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<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 Stanford II Room on Thursday, October 7, 1999, at 2:00 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, (3)
Annual Report of the Company for the fiscal year ended May 31, 1999 and (4)
Annual Report of the Company on Form 10-K for the fiscal year ended May 31,
1999.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
<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
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, 2000.
[ ] 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.
Signature(s): ___________________________________ Dated:_______________, 1999
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
