0001133796-01-500041.txt : 20011019
0001133796-01-500041.hdr.sgml : 20011019
ACCESSION NUMBER: 0001133796-01-500041
CONFORMED SUBMISSION TYPE: DEF 14A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20011119
FILED AS OF DATE: 20011012
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: SHARPS COMPLIANCE CORP
CENTRAL INDEX KEY: 0000898770
STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842]
IRS NUMBER: 742657168
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: DEF 14A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22390
FILM NUMBER: 1757492
BUSINESS ADDRESS:
STREET 1: 9050 KIRBY DRIVE
STREET 2: STE 350
CITY: HOUSTON
STATE: TX
ZIP: 77054
BUSINESS PHONE: 713-432-0300
MAIL ADDRESS:
STREET 1: 7600 BURNET RD
STREET 2: STE 350
CITY: AUSTIN
STATE: TX
ZIP: 78757
FORMER COMPANY:
FORMER CONFORMED NAME: MEDICAL POLYMERS TECHNOLOGIES INC
DATE OF NAME CHANGE: 19930916
FORMER COMPANY:
FORMER CONFORMED NAME: US MEDICAL SYSTEMS INC
DATE OF NAME CHANGE: 19970128
DEF 14A
1
k10949.txt
DEFINITIVE PROXY STATEMENT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
SHARPS COMPLIANCE CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:
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(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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[SHARPS COMPLIANCE CORP. LETTERHEAD]
October 15, 2001
Dear Stockholder:
On behalf of the Board of Directors, I cordially invite you to attend the 2001
Annual Meeting of Stockholders of Sharps Compliance Corp. The Annual Meeting
will be held on Monday, November 19, 2001, at 10:00 a.m. at The Doubletree
Hotel, 2001 Post Oak Boulevard, Houston, Texas. The formal Notice of the Annual
Meeting is set forth in the enclosed material.
The matters expected to be acted upon at the meeting are described in the
attached Proxy Statement. During the meeting, stockholders will have the
opportunity to ask questions and comment on the operations of Sharps Compliance
Corp.
It is important that your views be represented whether or not you are able to be
present at the Annual Meeting. Please sign and return the enclosed proxy card
promptly.
We appreciate your investment in Sharps Compliance Corp. and urge you to return
your proxy card as soon as possible.
Sincerely,
/s/ Burt Kunik
Burt Kunik
Chairman of the Board,
President and Chief Executive Officer
SHARPS COMPLIANCE CORP.
9050 Kirby Drive
Houston, Texas 77054
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 19, 2001
NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of Stockholders
(the "Annual Meeting") of Sharps Compliance Corp., a Delaware corporation (the
"Company"), will be held on Monday, November 19, 2001, at 10:00 a.m. local time
at The Doubletree Hotel, 2001 Post Oak Boulevard, Houston, Texas, for the
purpose of considering and voting upon the following:
(1) The election of four directors to hold office until the next
Annual Meeting of Stockholders or until the election and
qualification of their respective successors.
(2) Such other business as properly may come before the Annual
Meeting or any adjournment(s) thereof. The Board of Directors
is presently unaware of any other business to be presented to
a vote of the stockholders at the Annual Meeting.
The items of business are more fully described in the Proxy Statement
accompanying this notice.
The Board of Directors has fixed September 21, 2001 as the record date
(the "Record Date") for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment(s) or postponement(s)
thereof. Only stockholders of record at the close of business on the Record Date
are entitled to notice of and to vote at the Annual Meeting. The stock transfer
books will not be closed. A list of stockholders entitled to vote at the Annual
Meeting will be available for examination at the offices of the Company for ten
days prior to the Annual Meeting.
By Order of the Board of Directors
W. Audie Long
Corporate Secretary
Houston, Texas
October 15, 2001
IMPORTANT
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER,
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED
TO PROMPTLY MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED,
SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE REPRESENTED
AND VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. YOUR PROXY WILL BE RETURNED TO YOU
IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND SHOULD REQUEST SUCH RETURN OR
IF YOU SHOULD REQUEST SUCH RETURN IN THE MANNER PROVIDED FOR REVOCATION OF
PROXIES ON THE INITIAL PAGES OF THE ENCLOSED PROXY STATEMENT. PROMPT RESPONSE BY
OUR STOCKHOLDERS WILL REDUCE THE TIME AND EXPENSE OF SOLICITATION.
SHARPS COMPLIANCE CORP.
9050 Kirby Drive
Houston, Texas 77054
-----------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 19, 2001
SOLICITATION AND REVOCABILITY OF PROXIES
This Proxy Statement (the "Proxy Statement") and the accompanying
materials are furnished in connection with the solicitation of proxies by the
Board of Directors of Sharps Compliance Corp., a Delaware corporation (the
"Company"), to be used at the Annual Meeting of Stockholders of the Company to
be held on November 19, 2001 (the "Annual Meeting"), at the time and place and
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders and adjournment(s) or postponement(s) thereof.
The accompanying proxy is designed to permit each holder of the
Company's common stock, par value $0.01 per share (the "Common Stock"), to vote
for or withhold voting for the nominees for election as directors of the Company
set forth under Proposal 1 and to authorize the proxies to vote in their
discretion with respect to any other proposal brought before the Annual Meeting.
When a stockholder's executed proxy card specifies a choice with respect to a
voting matter, the shares will be voted accordingly. If no such specifications
are made, the Proxies for the Common Stock will be voted by those persons named
in the Proxies at the Annual Meeting: FOR the election of the nominees specified
under the caption "Election of Directors." If any other matters properly come
before the Annual Meeting, the Proxies will vote upon such matters according to
their judgment.
The Company encourages the personal attendance of its stockholders at
the Annual Meeting, and execution of the accompanying proxy will not affect a
stockholder's right to attend the Annual Meeting and to vote his or her shares
in person. Any stockholder giving a proxy has the right to revoke it by giving
written notice of revocation to W. Audie Long, Corporate Secretary, Sharps
Compliance Corp., at the Company's executive office, 9050 Kirby Drive, Houston,
Texas 77054, at any time before the proxy is voted, by executing and delivering
a later-dated proxy, or by attending the Annual Meeting and voting his or her
shares in person. No such notice of revocation or later-dated proxy will be
effective, however, until received by the Company at or prior to the Annual
Meeting. Such revocation will not affect a vote on any matters taken prior to
the receipt of such revocation. Mere attendance at the Annual Meeting will not
of itself revoke the proxy.
All expenses of the Company in connection with this solicitation will
be borne by the Company. In addition to the solicitation of proxies by use of
the mail, officers, directors and regular employees of the Company may solicit
the return of proxies by personal interview, mail, telephone and/or facsimile.
Such persons will not be additionally compensated, but will be reimbursed for
out-of-pocket expenses. The Company also will request brokerage houses and other
custodians, nominees and fiduciaries to forward solicitation material to the
beneficial owners of shares held of record by such persons and will reimburse
such persons and its transfer agent for their reasonable out-of-pocket expenses
in forwarding such material.
This Proxy Statement, Proxy Card and the Company's Annual Report on
Form 10-KSB covering the Company's fiscal year ended June 30, 2001, including
audited financial statements, are first being mailed to the stockholders of the
Company on or about October 15, 2001.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2001 is incorporated by reference in this Proxy Statement. A copy of
such Form 10-KSB is enclosed with this Proxy Statement. In the event this Proxy
Statement was delivered without a copy of such Form 10-KSB, the Company will,
upon written or oral request, provide without charge a copy of such Form 10-KSB
(other than exhibits to such document, unless such exhibits are specifically
incorporated by reference into such document). Requests should be directed to
Sharps Compliance Corp., 9050 Kirby Drive, Houston, Texas 77054, Attention: Gary
L. Shell, Vice President and Chief Financial Officer, telephone (713) 432-0300.
The date of this Proxy Statement is October 15, 2001
VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS
General
The Board has fixed the close of business on September 21, 2001 as the
record date (the "Record Date") for the Annual Meeting. Only holders of record
of the outstanding shares of Common Stock at the close of business on the Record
Date are entitled to notice of and to vote at the Annual Meeting and any
adjournment(s) thereof. At the close of business on September 21, 2001, there
were 8,705,356 shares of Common Stock outstanding and entitled to be voted at
the Annual Meeting. The Common Stock is the only class of stock entitled to vote
at the Annual Meeting. Each share of Common Stock is entitled to one vote on
each matter presented to the stockholders.
Quorum and Vote Required
The presence, in person or by proxy, of a majority of the total shares
of Common Stock issued and outstanding at the close of business on the Record
Date is necessary to constitute a quorum for transaction of business at the
Annual Meeting. Assuming the existence of a quorum, the affirmative vote of a
plurality of the shares of Common Stock present, either in person or represented
by proxy, and entitled to vote at the Annual Meeting is required to elect
directors. If a quorum is not present in person or by proxy, the Annual Meeting
may be adjourned until a quorum is obtained.
Abstentions are counted toward the calculation of a quorum and will
have the same effect as a vote against a proposal. Broker non-votes will be
counted toward the calculation of a quorum but will have no effect on the voting
outcome of a proposal.
Security Ownership of Management and Certain Beneficial Owners
The following table and notes thereto set forth certain information
with respect to the shares of Common Stock beneficially owned by (i) each
director and nominee for director of the Company, (ii) all executive officers of
the Company, including those listed in the Summary Compensation Table set forth
under the caption "Executive Compensation" below, (iii) all directors and
executive officers of the Company as a group and (iv) each person known by the
Company to be the beneficial owner of 5% or more of the outstanding Common
Stock, as of the Record Date:
Common Stock
-------------------------------------------------
Amount and Nature of Percent of Class
Name of Beneficial Owner Beneficial Ownership(1) Owned Beneficially(2)
------------------------ ----------------------- ---------------------
Lee Cooke 128,169(3) 1.5%
John W. Dalton(4) 1,100,000(5) 12.6%
Parris H. Holmes, Jr. (6) 781,682(7) 9.0%
Dr. Burt Kunik(8) 2,936,344(9) 33.7%
Herb Schneider(10) 800,000 9.2%
Gary L. Shell 42,500 *
Philip C. Zerrillo 48,334(11) *
All executive officers and directors
as a group (5 individuals) 3,937,029(12) 44.8%
----------
*Represents less than 1% of the issued and outstanding shares of Common Stock.
(1) Each of the persons named in the table has sole voting and investment
power with respect the shares reported, subject to community property laws
where applicable and the information contained in this table and these
notes.
(2) The percentages indicated are based on outstanding stock options
exercisable within 60 days for each individual and 8,705,356 shares of
Common Stock issued and outstanding on the Record Date.
(3) Includes 41,822 shares that Mr. Cooke has the right to acquire upon the
exercise of stock options, exercisable within 60 days.
(4) Mr. Dalton's address is 9258 Elizabeth, Houston, Texas 77055.
2
(5) Includes 50,000 shares that Mr. Dalton has the right to acquire upon the
exercise of stock options, exercisable within 60 days; does not include
272,000 shares owned by Mr. Dalton's adult children, of which Mr. Dalton
disclaims beneficial ownership.
(6) Mr. Holmes's address is 10111 Reunion Drive, Suite 450, San Antonio, Texas
78216.
(7) Includes 18,269 shares that Mr. Holmes has the right to acquire upon the
exercise of stock options, exercisable within 60 days, 300,000 shares
owned by Mr. Holmes' wife and 4,967 shares that Mr. Holmes' wife has the
right to acquire upon the exercise of stock options, exercisable within 60
days.
(8) Dr. Kunik's address is 9050 Kirby Drive, Houston, Texas 77054.
(9) Includes 8,334 shares that Dr. Kunik has the right to acquire upon the
exercise of stock options, exercisable within 60 days.
(10) Mr. Schneider's address is 4027 Sunridge Road, Pebble Beach, California
93953.
(11) Includes 8,334 shares that Dr. Zerrillo has the right to acquire upon the
exercise of stock options, exercisable within 60 days.
(12) Includes 81,725 shares that five directors and executive officers and one
spouse have the right to acquire upon the exercise of stock options,
exercisable within 60 days.
ITEM 1 ON PROXY
ELECTION OF DIRECTORS
Nominees
The By-laws of the Company provide that the Board of Directors shall
consist of not fewer than three nor more than fifteen members and that the
number of directors, within such limits, shall be determined by resolution of
the Board of Directors at any meeting or by the stockholders at the Annual
Meeting. The Board of Directors of the Company has set the number of directors
comprising the Board of Directors at five. If all of the nominees listed below
are elected by the stockholders at the Annual Meeting, one vacancy will remain,
which may be filled by the Board of Directors upon selection of a qualified
candidate.
The Board of Directors has nominated for director the individuals named
below to be elected at the Annual Meeting. Each of the nominees has agreed to
stand for election as a director of the Company, to serve until the 2002 Annual
Meeting or until their respective successors have been duly elected and
qualified.
The table below sets forth the names and ages of the nominees for
director and the year each nominee first became a director of the Company. Each
of the nominees is presently serving as a director of the Company.
Biographical information on the nominees is set forth below under "Management."
Year first became a
Name and Age Director of the Company
------------ -----------------------
Lee Cooke (57) 1992
Parris H. Holmes, Jr. (57) 1998
Dr. Burt Kunik (63) 1998
Philip C. Zerrillo (43) 1999
Unless otherwise indicated on any duly executed and dated proxy, the
persons named in the enclosed proxy intend to vote the shares that it represents
for the election of the nominees listed in the table above for the term
specified. Although the Company does not anticipate that the above-named
nominees will refuse or be unable to accept or serve as directors of the Company
for the term specified, the persons named in the enclosed form of proxy intend,
if either of such nominees is unable or unwilling to serve as a director, to
vote the shares represented by the proxy for the election of such other person
as may be nominated or designated by management, unless they are directed by the
proxy to do otherwise.
3
Assuming the presence of a quorum, the affirmative vote of the holders
of a plurality of the shares of Common Stock, represented in person or by proxy
at the Annual Meeting, is required for the election of directors. Assuming the
receipt by each such nominee of the affirmative vote of at least a plurality of
the shares of Common Stock represented at the Annual Meeting, such nominees will
be elected as directors. Proxies will be voted in accordance with the
specifications marked thereon, and if no specification is made, will be voted
"FOR" the nominees.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
ELECTION OF EACH OF THE INDIVIDUALS NOMINATED
FOR ELECTION AS DIRECTORS.
ITEM 2 ON PROXY
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
As of the date of this Proxy Statement, management does not intend to
present any other items of business and is not aware of any matters to be
presented for action at the Annual Meeting other than that described above.
However, if any other matters should come before the Annual Meeting, it is the
intention of the persons named as proxies in the accompanying proxy card to vote
in accordance with their best judgment on such matters.
MANAGEMENT
Set forth below is information with respect to each director and
executive officer of the Company as of September 21, 2001. The executive
officers are elected by the Board of Directors and serve at the discretion of
the Board. There are no family relationships between any two directors or
executive officers.
Name Age Position
------------------------ --- ----------------------------------------------
Dr. Burt Kunik 63 Chairman of the Board, Chief Executive Officer
and President
Lee Cooke(1) 57 Director
Parris H. Holmes, Jr.(1) 57 Director
Philip C. Zerrillo(1) 43 Director
Gary L. Shell 46 Vice President and Chief Financial Officer
----------
(1) Member of the Audit and Compensation Committees
The following is a description of the biographies of the Company's
executive officers and directors and nominees for director for the past five
years.
Dr. Burt Kunik has been a director, Chairman of the Board, Chief
Executive Officer and President of the Company since July 1998. He founded
Sharps Compliance, Inc. ("SCI"), now a wholly owned subsidiary of the Company,
in May 1994 and has served as a director and Chief Executive Officer of SCI
since that time. Dr. Kunik has 24 years of experience as an endodontist,
including management experience of three successful start-up companies in the
medical waste and insurance industries. Prior to starting SCI, Dr. Kunik spent
five years with 3CI Complete Compliance Corporation, which he co-founded. Its
successor, American 3CI (Nasdaq: TCCC), currently is engaged in the business of
medical waste services in the southeastern/southwestern United States. Other
previous business experience includes management roles in real estate, oil and
gas, cattle ranching and the travel industry. Dr. Kunik has been very active in
the medical waste industry for ten years. He served as Chairman of the Medical
Waste Institute in 1992 and has served on the board of the Environmental
Industry Association.
4
Lee Cooke has been a director of the Company since March 1992. He
served as Chairman of the Board, Chief Executive Officer and President of the
Company from March 1992 until July 1998. Since 1991 he has been President and
Chief Executive Officer of Habitek International, Inc., d/b/a U.S. Medical
Systems, Inc., a consulting firm creating new economy enterprises globally. Mr.
Cooke serves as an advisory director to M2K, an interactive marketing firm, and
the Staubach Group, CTLLC. He was President and Chief Executive Officer of
CUville, Inc., d/b/a Good2CU.com, from 1999 until 2000. He served as Chief
Executive Officer of The Greater Austin Chamber of Commerce from 1983 to 1987.
From 1988 to 1991 he served in the elected position of Mayor of Austin, Texas.
Mr. Cooke is a director of New Century Equity Holdings Corp., formerly known as
Billing Concepts Corp., a holding company focused on high growth,
technology-based companies and investments.
Parris H. Holmes, Jr. has been a director of the Company since July
1998. He previously served on the Company's Board of Directors from March 1992
until April 1996. Mr. Holmes has served as Chairman of the Board and Chief
Executive Officer of New Century Equity Holdings, Inc., formerly known as
Billing Concepts Corp., since May 1996. He served as both Chairman of the Board
and Chief Executive Officer of USLD Communications Corp. ("USLD") from September
1986 until August 1996 and served as Chairman of the Board of USLD until June
1997. Prior to March 1993, Mr. Holmes also served as President of USLD. Mr.
Holmes is also Chairman of the Board of Tanisys Technology, Inc., a developer,
manufacturer and marketing of memory module test equipment. Mr. Holmes also
served as a director of SCI prior to its acquisition by the Company in February
1998. On December 18, 1996, the Securities and Exchange Commission (the
"Commission") filed a civil injunctive action in the United States District
Court for the District of Columbia alleging that Mr. Holmes failed to file
timely 12 reports regarding certain 1991 and 1992 transactions in the stock of
USLD as required by Section 16(a) of the Securities and Exchange Act of 1934, as
amended. Section 16(a) requires officers and directors of such companies to file
reports with the Commission regarding their personal transactions in the
securities of their company. Mr. Holmes settled this action on December 18,
1996, without admitting or denying the allegations of the complaint, by
consenting to the entry of an injunction with respect to these requirements and
paying a civil penalty of $50,000.
Philip C. Zerrillo, Ph.D., has been a Director of the Company since
September 1999. Dr. Zerrillo has served as Dean of The University of Texas
Graduate School of Business since September 1999 and is a member of the faculty
of The University of Texas. He has been a visiting professor at several
universities, including Thommasat University (Thailand) and Northwestern
University's J.L. Kellogg Graduate School of Management, since 1991, and is the
author of numerous published articles in the fields of distribution channel
management and business system innovation.
Gary L. Shell joined the Company as Vice President and Chief Financial
Officer in January 2001. He previously served as Vice President, Finance, for
Horizontal Drilling International, Inc., a horizontal directional drilling
company, from March 1991 to September 2000 and Raymond International Inc., an
engineering and construction company, from 1982 to 1991.
Committees, Meetings and Board Compensation
The business of the Company is managed under the direction of its Board
of Directors. The Company's Board of Directors has established two standing
committees: The Audit Committee and the Compensation Committee.
Audit Committee. The Audit Committee is comprised of certain directors
who are not employees of the Company or any of its subsidiaries. Messrs.
Zerrillo, Cooke and Holmes are the current members of the Audit Committee, with
Dr. Zerrillo serving as Chairman. The Audit Committee acts on behalf of the
Board of Directors with respect to the Company's financial statements,
record-keeping, auditing practices and matters relating to the Company's
independent public accountants, including recommending to the Board of Directors
the firm to be engaged as independent public accountants for the next fiscal
year; reviewing with the Company's independent public accountants the scope and
results of the audit and any related management letter; consulting with the
independent public accountants and management with regard to the Company's
independent public accountants; and reviewing the independence of the
independent public accountants. A copy of the Audit Committee's Charter is
attached hereto as Appendix "A."
Compensation Committee. The Compensation Committee is comprised of
certain directors who are not employees of the Company or any of its
subsidiaries. Messrs. Zerrillo, Cooke and Holmes are the current members of the
Compensation Committee, with Mr. Holmes serving as Chairman. The Compensation
Committee reviews and makes recommendations to the Board of Directors concerning
major compensation policies and compensation of officers and executive employees
and administers the Company's 1993 Stock Plan.
5
Board of Director and Committee Meetings. The Board of Directors met
three times in the 12 months ended June 30, 2001 and took action on numerous
occasions by unanimous written consent. During the fiscal year, each of the
directors of the Company attended at least 75% of the aggregate of the meetings
of the Board of Directors and committees of which such director was a member.
Compensation of Directors
Meeting Fees. The Company reimburses its directors for travel expenses
to attend Board meetings but does not provide any other cash compensation.
Stock Options. From January 1993 through June 1998, each non-employee
director was granted a stock option to purchase 40,000 shares under the
Company's 1993 Stock Plan (the "Stock Plan") at the time of their election or
appointment to the Board of Directors. Pursuant to an amendment to the Stock
Plan, beginning July 1998, each non-employee director was granted an option to
purchase 25,000 shares under the Company's 1993 Stock Plan upon election or
appointment to the Board of Directors of the Company. See "Executive
Compensation - Employee Benefit Plans - Sharps Compliance Corp. 1993 Stock
Plan." These options vest over a three-year period beginning with the date of
service as a director. Options outstanding at February 27, 1998, the effective
date of the Company's acquisition of SCI, became 100% vested under the terms of
the Stock Plan.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning
compensation of the Company's Chief Executive Officer and Vice President and
Chief Financial Officer for fiscal 2001.
Summary Compensation Table
Long-Term
Compensation Awards
--------------------------
Annual Compensation Restricted Securities
Name and Principal Fiscal ---------------------- Other Annual Stock Underlying All Other
Position Year Salary ($) Bonus ($) Compensation ($) Awards($) Options (#) Compensation ($)
------------------ ------ ---------- --------- ---------------- ---------- ----------- ----------------
Dr. Burt Kunik 2001 $180,000 0 0 0 35,000 0
Chairman of the Board, 2000 $177,808 $ 41,200 0 0 25,000 0
President and Chief 1999 $180,000 $173,000 0 0 0 0
Executive Officer
Gary L. Shell 2001 $ 53,077(1) 0 0 0 75,000 0
Vice President and 2000 N/A
Chief Financial Officer 1999 N/A
----------
(1) Mr. Shell was employed by the Company effective January 1, 2001. The
amount shown reflects Mr. Shell's salary from his hire date through June
30, 2001, the Company's fiscal year end. Mr. Shell's annual salary is
$120,000.
6
Stock Option Grants in Fiscal 2001
The following table provides certain information related to options
granted to the named executive officers during fiscal 2001 pursuant to the 1993
Stock Plan. The Company has never granted stock appreciation rights.
Individual Grants
---------------------------
% of Total
Number of Options
Securities Granted to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted(#) 2001 ($/Sh) Date
------------------ ----------- ---------- --------- -----------
Dr. Burt Kunik 35,000 12% $.51 4/24/08
Gary L. Shell 75,000 25% $.51 4/24/08
Aggregated Option Exercises in Fiscal 2001 and Fiscal Year-end Option Values
There were no option exercises by the named executive officers during
the 2001 fiscal year. The following table provides the number and value of
options held at fiscal year end. The Company does not have any outstanding stock
appreciation rights.
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options at FY End(#) Options at FY End($)(1)
Shares Acquired Value --------------------------- ---------------------------
Name Upon Option Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
-------------- ----------------------- ----------- ----------- ------------- ----------- -------------
Dr. Burt Kunik 0 N/A 8,334 51,666 $83.34 $17,667
Gary L. Shell 0 N/A 0 75,000 0 $37,500
----------
(1) Market value of the underlying securities as determined by reference to
the closing price of the Common Stock on the NASD OTC Bulletin Board on
June 30, 2001 ($1.01) minus the exercise price.
Employee Benefit Plans
Sharps Compliance Corp. 1993 Stock Plan
General. Effective November 16, 1993, the stockholders of the Company
approved the Stock Plan. Under the Stock Plan, (a) employees of the Company and
any subsidiary of the Company may be awarded incentive stock options ("ISOs"),
as defined in Section 422A(b) of the Internal Revenue Code of 1986, as amended
(the "Code"), and (b) employees, consultants and affiliates or any other person
or entity, as determined by the Administrator to be in the best interests of the
Company, may be granted (i) stock options which do not qualify as ISOs
("Non-qualified Options"), (ii) awards of stock in the Company ("Awards"), (iii)
stock appreciation rights ("SARs") in conjunction with, or independently of,
options granted thereunder, (iv) performance awards in the form of units
("Units") representing phantom shares of stock, (v) non-employee director
options and (vi) opportunities to make direct purchases of stock in the Company
("Purchases"). ISOs and Non-qualified Options are collectively referred to as
"Options," and together with Awards, SARs, Units, Purchases and non-employee
director options are collectively referred to as "Stock Rights."
Shares Subject to the Stock Plan. The Stock Plan authorizes the
issuance of up to 2,000,000 shares. At September 30, 2001, options to purchase
1,075,140 shares had been granted. If any Stock Right granted under the Stock
Plan terminates, expires or is surrendered, new Stock Rights may thereafter be
granted covering such shares.
Administration. The Stock Plan is administered by the Board of
Directors (the "Administrator"). Subject to the terms of the Stock Plan, the
Administrator has the authority to determine the persons to whom Stock Rights
(except non-
7
employee director options) shall be granted, the number of shares covered by
each such grant, the exercise or purchase price per share, the time or times at
which Stock Rights shall be granted, whether each option granted shall be an ISO
or a Non-qualified Option, whether restrictions such as repurchase options are
to be imposed on shares subject to Stock Rights and the nature of such
restrictions, if any. The interpretation or construction by the Administrator of
the Stock Plan or with respect to any Stock Rights granted thereunder shall,
unless otherwise determined by the Board of Directors, be final. The option
price for ISOs may not be less than 100% of the fair market value of the Common
Stock on the date of grant, or 110% of the fair market value with respect to any
ISO issued to a holder of 10% or more of the Company's shares. There is no price
requirement for Non-qualified Stock Options. In no event may the aggregate fair
market value (determined on the date of the grant of an ISO) of Common Stock for
which ISOs granted to any employee under the Stock Plan are exercisable for the
first time by such employee during any calendar year exceed $100,000. The Stock
Plan further directs the Administrator to set forth provisions in Option
agreements regarding the exercise and expiration of Options according to stated
criteria. The Administrator oversees the methods of exercise of Options, with
attention being given to compliance with appropriate securities laws and
regulations. The Stock Plan permits the use of already owned Common Stock as
payment for the exercise price of Stock Rights.
Eligibility for Granting of Stock Rights. ISOs may be granted under the
Stock Plan only to employees of the Company. Non-qualified Options, SARs and
Units may be granted to any officer, employee, consultant or affiliate of the
Company, or any other person or entity, as determined by the Administrator to be
in the best interests of the Company.
Non-employee Director Options. Under the Stock Plan, any director who
is not an officer or full-time employee of the Company or a related company
(totaling three eligible individuals at September 30, 2001) is granted a
five-year Option to purchase 25,000 shares of Common Stock at the then fair
market value upon joining the Board of Directors. In addition, non-employee
directors will receive, on the first business day after the date of each annual
meeting of stockholders of the Company commencing with the annual meeting of
stockholders immediately following the full vesting of any previously granted
non-employee director Option, an Option to purchase an additional 10,000 shares
of Common Stock at an exercise price per share equal to the fair market value of
the Common Stock on the date of grant. The Options vest one-third a year for
three years. In addition, the Stock Plan provides for the granting of
discretionary stock options to qualified directors. Upon the resignation of a
director, the non-employee director Option may, at the discretion of the
Administrator, be continued as a Non-qualified Option under the Stock Plan if
the director continues to be affiliated with the Company.
Awards. Restricted stock awards may be granted under the Stock Plan at
the discretion of the Administrator. The grantee purchases the number of shares
subject to the Award, usually for a nominal price such as the par value. The
shares, however, are held in escrow and may not be sold until they are vested in
accordance with the terms of the grant, such as continued employment for a
specific period of time, accomplishment by the Company of certain goals, or a
combination of criteria. Upon termination of the Award, all unvested shares are
repurchased by the Company for the same nominal purchase price originally paid
for the stock. As of September 30, 2001, the Company had not granted any Awards
under the Stock Plan.
Stock Appreciation Rights. Options (except non-employee director
options) granted under the Stock Plan may be granted in tandem with SARs
("tandem SARs") or independently of and not in tandem with an Option ("naked
SARs"). SARs will become exercisable at such time or times, and on such
conditions, as specified in the grant. Any tandem SAR granted with an ISO may be
granted only at the date of grant of such ISO. Any tandem SAR granted with a
Non-qualified Option may be granted either at or after the time such Option is
granted. As of September 30, 2001, the Company had not granted any SARs under
the Stock Plan.
A tandem SAR is the right of an optionee, without payment to the
Company (except for applicable withholding taxes), to receive the excess of the
fair market value per share on the date which such SAR is exercised over the
option price per share as provided in the related underlying Option. A tandem
SAR granted with an Option shall pertain to, and be exercised only in
conjunction with, the related underlying Option granted under the Stock Plan and
shall be exercisable and exercised only to the extent that the underlying Option
is exercisable. The tandem SAR shall become either fully or partially
non-exercisable and shall then be fully or partially unexercisable and fully or
partially forfeited if the exercisable portion, or any part thereof, of the
underlying Option is exercised, and vice versa.
A naked SAR may be granted irrespective of whether the recipient holds,
is being granted or has been granted any Options under any stock plan of the
Company. A naked SAR may be granted irrespective of whether the recipient holds,
is being granted or has been granted any tandem SARs. A naked SAR may be made
exercisable without regard to the exercisability of any Option.
8
Units. The Stock Plan provides that performance awards in the form of
Units may be granted either independently of or in tandem with a Stock Right,
except that such Units shall not be granted in tandem with ISOs. Units granted
shall be based on various performance factors and have such other terms and
conditions at the discretion of the Administrator. As of September 30, 2001, the
Company had not granted any Units under the Stock Plan.
Termination and Amendment of the Stock Plan. The Board of Directors may
terminate or amend the Stock Plan in any respect or at any time, except that no
amendment requiring stockholder approval under the provisions of the Code and
related regulations relating to ISOs or under Rule16b-3 will be effective
without approval of stockholders as required and within the times set by such
rules.
Employment Agreements
The Company entered into an employment agreement with Dr. Burt Kunik
effective January 1, 2001. This agreement provides for a two-year term, unless
terminated as provided therein, an annual salary of $180,000 and an incentive
bonus at the discretion of the Compensation Committee.
The employment agreement with Dr. Kunik provides that if he is
terminated without "cause" (as defined in the employment agreement) or if he
resigns his employment for "good reason" (as defined in the employment
agreement), he will be entitled to, at his election, either (i) a lump-sum
payment in the amount equal to his base salary for the unexpired term of the
agreement or (ii) continuation of his base salary and benefits through the
unexpired term of the agreement.
Dr. Kunik's employment agreement is subject to early termination as
provided therein, including termination by the Company for "cause" (as defined
in the employment agreement) or termination by the employee for "good reason"
(as defined in the employment agreement). The employment agreement also provides
that if, at any time within 12 months of a change of control, the employee
ceases to be an employee by reason of (i) termination by the employer without
"cause" (as defined in the employment agreement) or (ii) voluntary termination
by the employee for "good reason upon change of control" (as defined in the
employment agreement), in addition to the severance stated above, he shall
receive an additional payment that, when added to all other payments received in
connection with a change of control, will result in the maximum amount allowed
to be paid to an employee without triggering an excess parachute payment (as
defined by the Internal Revenue Code), and all benefits (as defined by the
employment agreement) shall continue throughout the remainder of the term of the
agreement. In the event the employer is merged or acquires a company in a field
outside of the current product alignment, the employer and the employee could
consider the assignment of existing product lines and technology to the employee
or his assignee as part of or in lieu of the above severance pay.
A change of control is deemed to have occurred if (i) more than 30% of
the combined voting power of the employer's then outstanding securities is
acquired, directly or indirectly, or (ii) at any time during the 24-month period
after a tender offer, merger, consolidation, sale of assets or contested
election, or any combination of such transactions, at least a majority of the
employer's Board of Directors shall cease to consist of "continuing directors"
(meaning directors of the employer who either were directors prior to such
transaction or who subsequently became directors and whose election, or
nomination for election by the employer's stockholders, was approved by a vote
of at least two thirds of the directors then still in office who were directors
prior to such transaction), or (iii) the stockholders of the employer approve a
merger or consolidation of the employer with any other corporation, other than a
merger or consolidation that would result in the voting securities of the
employer outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving entity) at least 60% of the total voting power represented by the
voting securities of the employer or such surviving entity outstanding
immediately after such merger or consolidation, or (iv) the stockholders of the
employer approve a plan of complete liquidation of the employer or an agreement
of sale or disposition by the employer of all or substantially all of the
employer's assets.
Compensation Committee Interlocks and Insider Participation
Philip C. Zerrillo, Lee Cooke and Parris H. Holmes, Jr., directors of
the Company, served on the Compensation Committee during the fiscal year ended
June 30, 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Dr. Burt Kunik, a director of the Company and nominee for election as a
director of the Company, sole director of SCI and Chairman of the Board, Chief
Executive Officer and President of the Company, owns 2,928,000 shares of Common
9
Stock of the Company and holds options to acquire 60,000 additional shares of
Common Stock of the Company. Parris H. Holmes, Jr., a director of the Company, a
nominee for election as a director of the Company and a former director of SCI,
beneficially owns 785,446 shares of Common Stock of the Company and beneficially
holds options to acquire 74,902 additional shares of Common Stock of the
Company. John W. Dalton, a former director of SCI, owns 1,050,000 shares of
Common Stock of the Company and holds options to acquire 50,000 additional
shares of Common Stock of the Company.
Effective January 1, 2001, the Company entered into an employment
agreement with Dr. Kunik. This agreement provides for a two-year term, unless
terminated as provided therein, an annual salary of $180,000 and an incentive
bonus at the discretion of the Compensation Committee. For a complete
description of the terms of Dr. Kunik's employment agreement, including
severance provisions, see "Executive Compensation - Employment Agreements."
Dr. Kunik has executed a personal liability promissory note dated
November 17, 1999 in the principal amount of $320,000 payable to SCI. The
principal amount bears interest at the rate of 8% per annum, with accrued
interest due on November 17, 2000 and November 17, 2001 and the principal amount
plus accrued interest due on November 17, 2002. The interest payment due on
November 17, 2000 was deferred until November 17, 2001, by resolution of the
Board of Directors. The note is a full recourse obligation of Dr. Kunik.
SECTION 16(a) REPORTING
Paragraph 16(a) of the Securities Exchange Act of 1934, as amended,
requires that the Company's directors, executive officers and persons who
beneficially own more than 10% of a registered class of the Company's equity
securities file with the Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
Directors, executive officers and greater than 10% stockholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
forms they file.
To the Company's knowledge, based solely on a review of the copies of
the Section 16(a) reports furnished to the Company during the fiscal year ended
June 30, 2001, all Section 16(a) filing requirements applicable to its
directors, executive officers and greater than 10% beneficial owners were
complied with.
STOCKHOLDERS' PROPOSALS FOR 2002 ANNUAL MEETING
Any proposals of holders of Common Stock intended to be presented
pursuant to Rule 14a-8 under the Exchange Act ("Rule 14a-8") at the Annual
Meeting of Stockholders to be held in 2002 must be received by the Company,
addressed to the Secretary of the Company at 9050 Kirby Drive, Houston, Texas
77054, by June 18, 2002 to be considered for inclusion in the Company's proxy
statement and form of proxy related to such meeting. After June 18, 2002, notice
to the Company of a stockholder proposal submitted otherwise than pursuant to
Rule 14a-8 will be considered untimely, and the person named in proxies
solicited by the Board of Directors of the Company for its 2002 Annual Meeting
of Stockholders may exercise discretionary authority voting power with respect
to any such proposal as to which the Company does not receive timely notice.
By order of the Board of Directors
W. Audie Long
Corporate Secretary
Houston, Texas
October 15, 2001
-----------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR STOCK TO BE VOTED ARE
URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY OR PROXIES IN THE
SELF-ADDRESSED ENVELOPE.
10
APPENDIX "A"
SHARPS COMPLIANCE CORP.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee of Sharps Compliance Corp. (the
"Corporation") is to assist the Board of Directors in fulfilling its oversight
responsibilities by reviewing the financial reports and other financial
information provided by the Corporation to any governmental body or the public;
the Corporation's systems of internal controls regarding finance, accounting,
legal compliance and ethics that management and the Board have established; and
the Corporation's auditing, accounting and financial reporting processes
generally. Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Corporation's
policies, procedures and practices at all levels. The Audit Committee's primary
duties and responsibilities are to:
o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system.
o Review and appraise the audit efforts of the Corporation's independent
accountants.
o Provide an open avenue of communication among the independent
accountants, financial and senior management and the Board of
Directors.
The Audit Committee will fulfill these responsibilities primarily by carrying
out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of two or more directors as determined by
the Board, each of whom shall be independent directors and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. Any of
the following would be considered to impair a director's independence:
o A director who is an employee or has been an employee during the past
three years.
o A director who accepts compensation in excess of $60,000 from the
Corporation or any of its affiliates during the previous fiscal year,
other than compensation for board service, benefits under a
tax-qualified retirement plan or non-discretionary compensation.
o A director who is a partner in a controlling shareholder or executive
officer of any for-profit business organization to which the
Corporation made or received payments in any of the past three years
that exceed 5% of the Corporation's or business organization's
consolidated gross revenues for that year, or $200,000, whichever is
greater. Payments resulting solely from investments in the
Corporation's securities need not be considered for this purpose.
o A director who is employed as an executive of another corporation
where any of the Corporation's executives serve on that corporation's
compensation committee.
o A director who is an immediate family member of an individual who has
been an executive officer of the Corporation' or its affiliates during
the past three years.
All members of the Committee shall be financially literate, and at least one
member of the Committee shall have accounting or related financial management
expertise. Committee members may enhance their familiarity with finance and
accounting by participating in educational programs conducted by the Corporation
or an outside consultant.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board and shall serve until their successors shall
be duly elected and qualified. Unless a chairman is elected by the full Board,
the members of the Committee may designate a chairman by majority vote of the
full Committee membership.
A-1
III. MEETINGS
The Committee shall meet at least three times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its chairman should be available as
requested by the independent accountants or management to discuss any issues
related to the Corporation's quarterly financials prior to filing the
Corporation's Form 10-Q.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Audit Committee shall:
Documents/Reports Review
------------------------
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the Corporation's annual financial statements and any reports or
other financial information submitted to any governmental body, or the
public, including any certification, report, opinion or review rendered by
the independent accountants.
Independent Accountants
-----------------------
3. Recommend to the Board of Directors the selection of the independent
accountants and review the scope of work to be performed by the
independent accountants in connection with both the annual audit and the
quarterly reviews. On an annual basis, the Committee should review and
discuss with the accountants all significant relationships the accountants
have with the Corporation to determine the accountants' independence.
4. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
5. Periodically consult with the independent accountants out of the presence
of management about internal controls and the fullness and accuracy of the
Corporation's financial statements.
Financial Reporting Processes
-----------------------------
6. In consultation with the independent accountants, review the integrity of
the organization's financial reporting processes, both internal and
external.
7. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in
its financial reporting.
8. Consider and approve, if appropriate, major changes to the Corporation's
auditing and accounting principles and practices as suggested by the
independent accountants or management.
Process Improvement
-------------------
9. Establish regular and separate systems of reporting to the Audit Committee
by each of management and the independent accountants regarding any
significant judgments made in management's preparation of the financial
statements and the view of each as to the appropriateness of such
judgments.
10. Following completion of the annual audit, review with each of management
and the independent accountants any significant difficulties encountered
during the course of the audit, including any restrictions on the scope of
work or access to required information.
11. Review any significant disagreement among management and the independent
accountants in connection with the preparation of the financial
statements.
A-2
12. Review with the independent accountants and management the extent to which
changes or improvements in financial or accounting practices, as approved
by the Audit Committee, have been implemented. (This review should be
conducted at an appropriate time subsequent to implementation of changes
or improvements, as decided by the Committee.)
Ethical and Legal Compliance
----------------------------
13. Establish, review and update periodically a Code of Ethical Conduct and
ensure that management has established a system to enforce this Code.
14. Review management's monitoring of the Corporation's compliance with the
Corporation's Ethical Code, and ensure that management has the proper
review system in place to ensure that the Corporation's financial
statements, reports and other financial information disseminated to
governmental organizations, and the public, satisfy legal requirements.
15. Review, with the Corporation's counsel, legal compliance matters,
including corporate securities trading policies.
16. Review with the Corporation's counsel any legal matter that could have a
significant impact on the Corporation's financial statements.
17. Perform any other activities consistent with this Charter, the
Corporation's Bylaws and governing law, as the Committee or the Board
deems necessary or appropriate.
A-3
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SHARPS COMPLIANCE CORP.
9050 Kirby Drive
Houston, Texas 77054
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoint(s) Dr. Burt Kunik and Gary L. Shell, and
each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes each of them to represent and vote, as designated below, all
of the shares of the Common Stock, par value $0.01 per share, of Sharps
Compliance Corp. (the "Company") held of record by the undersigned at the close
of business on September 21, 2001, at the Annual Meeting of Stockholders to be
held on November 19, 2001, or any adjournment(s) thereof.
1. PROPOSAL TO ELECT FOUR DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL
MEETING OF STOCKHOLDERS OR UNTIL THE ELECTION AND QUALIFICATION OF THEIR
RESPECTIVE SUCCESSORS.
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below
LEE COOKE PARRIS H. HOLMES, JR. DR. BURT KUNIK PHILIP C. ZERRILLO
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided:
--------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
|_| FOR |_| AGAINST |_| ABSTAIN
(Please sign on other side)
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(continued from front)
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1 and in the
discretion of the Proxies with respect to any other matter that is properly
presented at the meeting.
Please execute this proxy as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by the president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING
THE ENCLOSED ENVELOPE.
DATED: ________________________________, 2001
___________________________________________
Signature
___________________________________________
Signature If Held Jointly
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