EX-99.01 7 ex-99_01.txt EXHIBIT 99.01 DETACH HERE THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SYNC RESEARCH INC. 2000 ANNUAL MEETING OF STOCKHOLDERS The undersigned stockholder of Sync Research, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement/Prospectus, each dated August __, 2000, and hereby appoints Gregorio Reyes and William K. Guerry or either of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2000 Annual Meeting of Stockholders of Sync Research, Inc. to be held on August 30 at 10:00 a.m. local time, at the Newport Beach Marriott Suites, 500 Bayview Circle, Newport Beach, California, and at any adjournment or postponement thereof, and to vote all shares of common stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side and, in their discretion, upon such other matters that may properly come before the meeting and/or any adjournment(s) or postponements thereof. ----------- ----------- SEE REVERSE SEE REVERSE SIDE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE ----------- ----------- DETACH HERE /X/ Please mark votes as in this example. THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR APPROVAL OF THE ISSUANCE OF SHARES OF THE COMPANY'S COMMON STOCK UNDER THE MERGER AGREEMENT WITH OSICOM TECHNOLOGIES, INC.; (2) FOR APPROVAL OF THE NAME CHANGE; (3) FOR THE ELECTION OF DIRECTORS; (4) FOR APPROVAL OF THE AMENDMENT TO THE 1995 EMPLOYEE STOCK PURCHASE PLAN; (5) FOR THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING. 1. Proposal to authorize the For Against Abstain issuance of the Company's common stock under the / / / / / / merger agreement with Osicom Technologies, Inc. 2. Proposal to change the For Against Abstain Company's name to Entrada Networks, Inc. / / / / / / 3. Election of Directors. Nominees: Gregorio Reyes, William K. Guerry, Charles A. Haggerty, William J. Schroeder FOR WITHHELD ALL / / / / FROM ALL NOMINEES NOMINEES / / ____________________________________________________________ For all nominees except as noted above 4. Proposal to amend the 1995 For Against Abstain Employee Stock Purchase Plan to increase the / / / / / / number of shares reserved for issuance under the Plan by an additional 100,000 shares. 5. Proposal to ratify the For Against Abstain appointment of Ernst & Young LLP as the Company's / / / / / / independent auditors for the fiscal year ending December 31, 2000. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / / NOTE: This Proxy should be marked, dated, signed by the stockholder(s) exactly as his or her name appears hereon, and returned in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both should sign. Signature:_________________ Date:______ Signature:_________________ Date:______