0001125282-01-502271.txt : 20011030
0001125282-01-502271.hdr.sgml : 20011030
ACCESSION NUMBER: 0001125282-01-502271
CONFORMED SUBMISSION TYPE: PRE 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011126
FILED AS OF DATE: 20011025
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NEOMEDIA TECHNOLOGIES INC
CENTRAL INDEX KEY: 0001022701
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373]
IRS NUMBER: 363680347
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: PRE 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21743
FILM NUMBER: 1765780
BUSINESS ADDRESS:
STREET 1: 2201 SECOND ST STE 600
STREET 2: STE 600
CITY: FORT MYERS
STATE: FL
ZIP: 33901
BUSINESS PHONE: 6303554404
MAIL ADDRESS:
STREET 1: 2201 SECOND STREET
STREET 2: SUITE 600
CITY: FORT MYERS
STATE: FL
ZIP: 33901
FORMER COMPANY:
FORMER CONFORMED NAME: DEVSYS INC
DATE OF NAME CHANGE: 19960911
PRE 14A
1
b314050_pre14a.txt
PRE14A
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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12.
--------------------------------------------------------------------------------
NEOMEDIA TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
----------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
----------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------------------------
3) Filing Party:
----------------------------------------------------------------------------
4) Date Filed:
----------------------------------------------------------------------------
PRELIMINARY COPY
NEOMEDIA TECHNOLOGIES, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
November 26, 2001
To the Stockholders:
A Special Meeting of Stockholders of NeoMedia Technologies, Inc., a
Delaware corporation (the "Company"), will be held at the offices of the
Company, 2201 Second Street, Suite 600, Fort Myers, Florida 33901-3083, on
November 26, 2001, at 8:00 A.M., Eastern Time, for the following purposes:
(1) To approve an amendment to the certificate of incorporation of
the Company to increase the authorized capitalization of the
Company from 50,000,000 shares of common stock, par value $.01
per share (the "Common Stock"), and 10,000,000 shares of
undesignated preferred stock, par value $.01 per share (the
"Preferred Stock"), to 100,000,000 shares of Common Stock and
25,000,000 shares of undesignated Preferred Stock;
(2) To approve the issuance and sale in transactions exempt from
the registration requirements of the Securities Act of 1933,
as amended, of an aggregate of 19,000,000 shares of the common
stock, par value $0.01 per share (the "Common Stock"), of the
Company to a number of individuals who qualify as "accredited
investors," as defined in Regulation D under such Act, in
exchange for limited recourse promissory notes in the amount
of $0.08 per share (accruing interest at a pre-default rate of
6% per annum, maturing three months from date of issuance,
with a proportionate mandatory prepayment requirement upon a
sale of the shares purchased thereby and with cancellation of
the shares purchased thereby as the Company's sole remedy),
and to approve the issuance and sale on such basis of up to
10,000,000 shares of Common Stock on such terms to "accredited
investors" within six months after the date of the Special
Meeting of Stockholders; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record at the close of business on October 23,
2001, will be entitled to notice of, and to vote at, the meeting or any
adjournments thereof.
If you cannot personally attend the meeting, it is requested that you
promptly fill in, sign, and return the proxy submitted to you herewith.
By order of the Board of Directors,
William E. Fritz
Secretary
Dated: October 24, 2001
NEOMEDIA TECHNOLOGIES, INC.
PROXY STATEMENT
This proxy statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of NeoMedia Technologies,
Inc., a Delaware corporation (the "Company"), to be voted at a Special Meeting
of Stockholders (the "Meeting") scheduled to be held at the offices of the
Company, 2201 Second Street, Suite 600, Fort Myers, Florida 33901-3083 on
November 26, 2001, at 8:00 a.m., Eastern Time, and at any adjournments thereof.
Only stockholders of record as of the close of business on October
23, 2001, are entitled to notice of, and to vote at, the Meeting or any
adjournment thereof. On that date, the Company had outstanding 17,446,343 shares
of common stock, par value $0.01 per share (the "Common Stock"). The presence in
person or by proxy of the holders of a majority of such shares shall constitute
a quorum for the transaction of business at the Meeting. Each share is entitled
to one vote.
Each form of proxy which is properly executed and returned to the
Company will be voted in accordance with the directions specified thereon, or,
if no directions are specified, will be voted (i) FOR the increase in the
authorized capitalization of the Company from 50,000,000 shares of Common Stock
and 10,000,000 shares of undesignated preferred stock, par value $.01 per share
(the "Preferred Stock"), to 100,000,000 shares of Common Stock and 25,000,000
shares of undesignated Preferred Stock, and (ii) FOR the approval of the
issuance and sale in transactions exempt from the registration requirements of
the Securities Act of 1933, as amended (the "Securities Act"), of an aggregate
of 19,000,000 shares of Common Stock to a number of individuals who qualify as
"accredited investors," as defined in Regulation D under the Securities ActAct,
in exchange for limited recourse promissory notes in the amount of $0.08 per
share (accruing interest at a pre-default rate of 6% per annum, maturing three
months from date of issuance, with a proportionate mandatory prepayment
requirement upon a sale of the shares purchased thereby, and with cancellation
of the shares purchased thereby as the Company's sole remedy) and to approve the
issuance and sale on such basis of up to 10,000,000 additional shares of Common
Stock on such terms to "accredited investors" within six months after the date
of the Special Meeting of Stockholders. Any stockholder giving a proxy may
revoke it at any time before it is exercised. Such revocation may be effected by
voting in person or by proxy at the Meeting, by returning to the Company prior
to the Meeting a proxy bearing a later date, or by otherwise notifying the
Secretary of the Company in writing prior to the Meeting.
The address of the Company's executive offices is 2201 Second Street,
Suite 600, Fort Myers, Florida 33901-3083 and its telephone number is (941)
337-3434. This proxy statement and the accompanying proxy are first being
distributed to the stockholders of the Company on or about November 8, 2001.
The cost of soliciting proxies will be borne by the Company. In
addition to the use of the mail, proxies may be solicited personally, or by
telephone or telegraph, by officers, directors and regular employees of the
Company, who will not be specifically compensated for this purpose. The Company
will also request record holders of Common Stock who are securities brokers,
custodians, nominees, and fiduciaries to forward soliciting material to the
beneficial owners of such stock, and will reimburse such brokers, custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses in
forwarding soliciting material.
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND OTHERS
The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of September 30, 2001 (i) by each person or
entity known by the Company to own beneficially more than five percent of the
outstanding Common Stock, (ii) by each of the Company's directors, (iii) by each
executive officer of the Company named below, and (iv) by all executive officers
and directors of the Company as a group.
---------------------------------------- -------------------------------------- --------------------------------------
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF BENEFICIAL PERCENT OF CLASS(1)
OWNERSHIP(1)
---------------------------------------- -------------------------------------- --------------------------------------
Charles W. Fritz(2)(3) 2,638,755 15.1%
---------------------------------------- -------------------------------------- --------------------------------------
Fritz Family Limited Partnership(2)(4) 1,511,742 8.7%
---------------------------------------- -------------------------------------- --------------------------------------
Chandler T. Fritz 1994 Trust(2)(5)(6) 58,489 *
---------------------------------------- -------------------------------------- --------------------------------------
Charles W. Fritz 1994 Trust(2)(5)(7) 58,489 *
---------------------------------------- -------------------------------------- --------------------------------------
Debra F. Schiafone 1994 Trust(2)(5)(8) 48,489 *
---------------------------------------- -------------------------------------- --------------------------------------
William and Edna Fritz(4)(5) 366,310 2.1%
---------------------------------------- -------------------------------------- --------------------------------------
Charles T. Jensen(2)(10) 387,686 2.2%
---------------------------------------- -------------------------------------- --------------------------------------
John Lopiano(11) 137,000 *
---------------------------------------- -------------------------------------- --------------------------------------
A. Hayes Barclay(12)(14) 126,000 *
---------------------------------------- -------------------------------------- --------------------------------------
James J. Keil(13)(15) 139,800 *
---------------------------------------- -------------------------------------- --------------------------------------
Paul Reece(9)(16) 127,000 *
---------------------------------------- -------------------------------------- --------------------------------------
All executive officers and directors 5,539,760 31.8%
as a group (7 persons)(17)
---------------------------------------- -------------------------------------- --------------------------------------
Digital Convergence Corporation 1,400,000 8.0%
---------------------------------------- -------------------------------------- --------------------------------------
Qode.com, Inc. 1,676,500 9.6%
---------------------------------------- -------------------------------------- --------------------------------------
Total amount of shares held by group 8,676,260
---------------------------------------- -------------------------------------- --------------------------------------
* less than one percent of issued and outstanding shares of Common Stock of
the Company
1. Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes generally voting power and/or
investment power with respect to securities. Options to purchase shares of
Common Stock currently exercisable or exercisable within sixty days of September
30, 2001 are deemed outstanding for computing the beneficial ownership
percentage of the person holding such options but are not deemed outstanding for
computing the beneficial ownership percentage of any other person. Except as
indicated by footnote, to the knowledge of the Company, the persons named in the
table above have the sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them.
2. c/o NeoMedia Technologies, Inc. 2201 Second Street, Suite 600 Fort Myers, FL
33901
3. Charles W. Fritz, Chief Executive Officer, President and Chairman of the
Board of Directors of the Company, may be deemed to be a parent and promoter of
the Company, as those terms are defined in the Securities Act of 1933, as
amended. Shares beneficially owned include (i) 400 shares of Common Stock (100
shares owned by each of Mr. Charles W. Fritz's four minor children for an
aggregate of 400 shares), (ii) 639,600 shares of Common Stock issueable upon
exercise of two separate warrants to purchase Common Stock which are currently
exercisable, (iii) 529,800 shares of common stock issueable upon exercise of
options granted under the Company's 1998 Employee Stock Option Plan, (iv) 42,286
shares of Common Stock owned by Mr. Charles W. Fritz directly, and (v) 1,542,969
shares of Common Stock held by the CW/LA II Family Limited Partnership, a family
limited partnership for the benefit of Mr. Charles W. Fritz's family.
4. William E. Fritz, Secretary and a director of the Company, and his wife, Edna
Fritz, are the general partners of the Fritz Family Limited Partnership and
therefore each are deemed to be the beneficial owner of the 1,511,742 shares
held in the Fritz
2
Family Partnership. As Trustee of each of the Chandler R. Fritz 1994 Trust,
Charles W. Fritz 1994 Trust and Debra F. Schiafone 1994 Trust, William E. Fritz
is deemed to be the beneficial owner of the shares of the Company held in each
trust. Accordingly, Mr. William E. Fritz is deemed to be the beneficial owner of
an aggregate of 2,043,519 shares (165,467 of which as a result of being trustee
of the Chandler T. Fritz 1994 Trust, Charles W. Fritz 1994 Trust and Debra F.
Schiafone 1994 Trust, 1,511,742 shares as a result of being co-general partner
of the Fritz Family Partnership, 268,787 shares owned by Mr. William E. Fritz or
his spouse, 12,523 shares to be issued upon the exercise of warrants held by Mr.
William E. Fritz or his spouse and 85,000 shares to be issued upon the exercise
of options held by Mr. Fritz or his spouse). Mr. William E. Fritz may be deemed
to be a parent and promoter of the Company, as those terms are defined in the
Securities Act.
5. William E. Fritz is the Trustee of this Trust and therefore is deemed to be
the beneficial owner of such shares.
6. Chandler T. Fritz, son of William E. Fritz, is primary beneficiary of this
trust.
7. Charles W. Fritz, son of William E. Fritz and President and Chief Executive
Officer of the Company, is primary beneficiary of this trust.
8. Debra F. Schiafone, daughter of William E. Fritz, is primary beneficiary of
this trust.
9. Represents options granted under the Company's 1996 and 1998 Stock Option
Plans, which are currently exercisable.
10. Includes 386,186 shares of common stock issueable upon exercise of options
granted under the Company's 1996 and 1998 stock option plans.
11. Includes 121,000 shares of common stock issueable upon exercise of options
granted under the Company's 1996 and 1998 stock option plans. Current director
not standing for re-election.
12. Includes 106,000 shares of common stock issueable upon exercise of options
granted under the Company's 1996 and 1998 stock option plans.
13. Includes 65,000 shares of common stock issueable upon exercise of options
granted under the Company's 1996 and 1998 stock option plans. (footnotes
continued on next page) 5
14. c/o Barclay & Damisch Ltd. 115 West Wesley Street Wheaton, IL 60187
15. c /o Keil & Keil Associates 733 15th Street, N.W. Washington, DC 20005
16. c/o 380 Gulf of Mexico Drive Long Boat Key, FL 34228
17. Includes an aggregate of 1,514,786 currently exercisable options to purchase
shares of Common Stock granted under the Company's 1996 Stock Option Plan and
1998 Stock Option Plan and 426,523 currently exercisable warrants to purchase
shares of Common Stock.
3
AMENDMENT OF CERTIFICATE OF INCORPORATION
Background
The Board of Directors of the Company has unanimously declared it
advisable and unanimously recommends to the Company's stockholders that the
certificate of incorporation of the Company be amended (the "Amendment") by
amending Article IV thereof to be and read in its entirety as follows:
"Article IV. Authorized Shares.
A. The aggregate number of shares which the Corporation shall
have authority to issue is 125,000,000, of which 25,000,000 shares of
the par value of $0.01 per share shall be designated "Preferred Shares"
and 100,000,000 shares of the par value of $0.01 per share shall be
designated 'Common Shares.'
B. (1) Authority is hereby expressly granted to the Board of
Directors of the Corporation from time to time to issue the Preferred
Shares as Preferred Shares of any series and to declare and pay
dividends thereon in accordance with the terms thereof and, in
connection with the creation of each such series, to fix by the
resolution or resolutions providing for the issue of shares thereof,
the number of shares of such series, and the designations, powers,
preferences, and rights (including voting rights), and the
qualifications, limitations, and restrictions, of such series, to the
full extent now or hereafter permitted by the laws of the State of
Delaware.
(2) Authority is hereby expressly granted to the Executive
Committee of the Board of Directors of the Corporation from time to
time to issue the Preferred Shares as Preferred Shares of any series
and to declare and pay dividends thereon in accordance with the terms
thereof and, in connection with the creation of each such series, to
fix by the resolution or resolutions providing for the issue of shares
thereof, the number of shares of such series, and the designations,
powers, preferences, and rights (including voting rights), and the
qualifications, limitations, and restrictions, of such series, to the
full extent now or hereafter permitted by the laws of the State of
Delaware."
The Board of Directors proposes that the stockholders adopt the
amendment in order to permit the Company to take advantage of financing and
acquisition transactions in the marketplace notwithstanding the recent declines
in the market value of the Company's securities, as well as such declines in
market value of publicly traded securities generally.
Required Vote
Approval of the Amendment requires the affirmative vote of the holders
of at least a majority of the shares of Common Stock that are issued and
outstanding as of the record date.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE
THE AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION.
4
ISSUANCE AND SALE OF COMMON STOCK
Background
Since the company's initial public offering in November, 1996, the
Company has completed several additional private financings to provide working
capital. Since March 2000, the capital markets in the United States have
experienced a substantial general decline in the market value of equity
securities of companies, especially technology companies, including the Company.
As a result of such decline, as well as general market instability since such
time, the ability of the Company to complete additional sales of securities
exempt from the registration requirements of the Federal securities laws has
been severely limited. Accordingly, the working capital deficit of the Company
has increased from $1,667,000 at December 31, 1999 to $2,316,000 at June 30,
2001.
On September 25, 2001, the Company entered into a financial advisory
with SBI E2-Capital (USA), Inc., a member of SoftBank Investment Group ("SBI"),
pursuant to which SBI has assisted the Company in identifying a number of
individual investors, each qualifying as an "accredited investor," as defined in
Regulation D, who in aggregate are expected to subscribe for 19,000,000 shares
of Common Stock for $0.08 per share in private transactions registration
requirements of the Federal securities laws. These shares will be purchased by
means of limited recourse promissory notes issued to the Company by the
respective subscriber in principal amounts equal to their respective total share
purchase prices. The promissory notes, which will mature within three months of
issuance, will accrue interest at a pre-default rate of 6% per annum and a
post-default rate of 12% per annum. Each promissory note will provide for a
mandatory prepayment toward the principal amount of such promissory note upon
any sale of the shares purchased with such promissory note, in an amount equal
to $0.08 per share sold. The Company's sole remedy in the event of a default
under any such promissory note (whether a default in payment or otherwise), will
be to cancel the shares purchased in consideration of such promissory note. To
date, 3,000,000 of these shares have been subscribed for by accredited
investors, representing less than 20% of the outstanding stock of the Company.
As it is unknown when or if the conditions currently prevalent in the capital
markets in the United States will improve, the Company, in accordance with the
rules of the Nasdaq Stock Market, Inc., seeks the approval of the stockholders
to sell up to such 19,000,000 shares (the "Offered Shares") of Common Stock in
such transactions in order to provide the Company with sufficient working
capital to continue to effectuate its business plan, as well as to have the
authority to issue and sell on such basis up to an additional 10,000,000 shares
of Common Stock on such terms to "accredited investors" within six months after
the date of the Meeting. Immediately following such issuance, such 19,000,000
shares will represent in the aggregate 52.1% of the outstanding Common Stock and
such 29,000,000 shares will represent, in the aggregate, 62.4% of the
outstanding Common Stock.
The Company believes that its available capital resources, together
with anticipated revenues from operations, will be sufficient to satisfy its
capital requirements through at least December 31, 2001. The Company's belief is
based on its operating plan which in turn is based on assumptions, which may
prove to be incorrect. As a result, the Company's financial resources may not be
sufficient to satisfy its capital requirements for this period. If the Company's
financial resources are insufficient and, in any case, after December 31, 2001,
the Company may require additional financing in order to meet its plans for
expansion or may be forced to seek protection from its creditors under the
United States Bankruptcy Code or analogous state statutes unless it is able to
engage in a merger or other corporate finance transaction with a better
capitalized entity. The Company cannot predict whether additional financing will
be available, its form, whether equity or debt, or be in another form, or if the
Company will be successful in identifying entities with which it may consummate
a merger or other corporate finance transaction.
Required Vote
The approval of the holders of a majority of the shares of Common Stock
present in person or by proxy at the Meeting for this purpose is required. The
shares of holders who abstain will be counted in the determination and therefore
will have the same effect as a vote against. Shares held in nominee names as to
which the broker does not vote on the proposal will not be counted in
determining the shares present in person or by proxy as to this proposal.
THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE FOR THE
PROPOSAL.
5
OTHER MATTERS
The Company is unaware of any matters, other than that mentioned above,
which will be brought before the Meeting for action. However, if any other
matters properly come before the Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote such proxy in accordance with
their judgment on such matters.
It is important that your proxy be returned promptly no matter how
small or large your holding may be. Stockholders who do not expect to attend in
person are urged to execute and return the enclosed form of proxy.
October 24, 2001
/s/ Charles W. Fritz
-----------------------------------
Charles W. Fritz, Chairman and Chief
Executive Officer
6
NEOMEDIA TECHNOLOGIES, INC.
2201 Second Street
Suite 600
Fort Myers, Florida 33901
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
To be Held on November 26, 2001
This Proxy is Solicited by the Board of Directors
The undersigned hereby constitutes and appoints Chas Fritz and William Fritz
and each of them, acting individually, as attorney and proxy of the undersigned
with full power of substitution, for and in the name of the undersigned to
attend the Special Meeting of Stockholders of Neomedia Technologies, Inc. (the
"Company") to be held at the offices of the Company located at 2201 Second
Street, Suite 600, Fort Myers, Florida 33901, on November 26, 2001 at 8:00 a.m.,
and any and all adjournments or postponements thereof and thereat to vote all
the shares of Common Stock of the Company held by the undersigned which the
undersigned would be entitled to vote, if personally present with respect to the
following matters described on the reverse side of this proxy card. This proxy
is being solicited by the Board of Directors of the Company.
1. To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of the Company's Common Stock, $.01
par value per share, from 50,000,000 to 100,000,000 and to increase the
number of shares of the Company's Preferred Stock, par value $.01 per share,
from 10,000,000 to 25,000,000. |_| FOR |_| AGAINST |_| ABSTAIN
2. To approve the issuance and sale in transactions exempt from the
registration requirements of the Securities Act of 1933, as amended, of an
aggregate of 19,000,000 shares of the Company's Common Stock, par value
$0.01 per share, of the Company to a number of individuals who qualify as
"accredited investors," as defined in Regulation D under such Act, in
exchange for limited recourse promissory notes in the amount of $0.08 per
share (accruing interest at a pre-default rate of 6% per annum, maturing
three months from the date of issuance, with cancellation of the shares
purchased thereby as the Company's sole remedy), and to approve the issuance
and sale on such basis of up to 10,000,000 additional shares of the
Company's Common Stock, par value $.01 per share, within six months of the
date of the Special Meeting of Stockholders. |_| FOR |_| AGAINST |_| ABSTAIN
(Please sign on reverse side)
3. To transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THE SHARES WILL BE VOTED
"FOR" PROPOSALS ONE AND TWO. SUCH PROXY ALSO DELEGATES DISCRETIONARY
AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER BUSINESS WHICH MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS, OR POSTPONEMENTS THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING
AND PROXY STATEMENT OF THE COMPANY.
DATED: ___________________________, 2001
----------------------------------------
Signature of Stockholder
----------------------------------------
Signature of Stockholder
Please sign your name exactly as it
appears on your stock certificate. When
signing as attorney-in-fact, executor,
administrator, trustee or guardian,
please add your title as such. When
signing as joint tenants, all parties in
the joint tenancy must sign. If signer
is a corporation, please sign in full
corporate name by duly authorized
officer or officers and affix the
corporate seal.
PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.