UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__ )
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Notes:
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Ÿ | Elect a Board of Directors to serve until the next Annual Meeting, |
Ÿ | Ratify the appointment of Arthur Andersen LLP as our independent public accountants for the current fiscal year, and |
Ÿ | Transact any other business properly brought before the Meeting. |
By Order of the Board of Directors, |
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Kathryn Surace-Smith |
Secretary |
![](https://capedge.com/proxy/DEF 14A/0000950109-01-500885/g29179mett13lan01.jpg)
Ÿ | “We,” “us,” “our” and the “Company” refer to Metawave Communications Corporation, |
Ÿ | “Annual Meeting” or “Meeting” means our 2001 Annual Meeting of Stockholders, |
Ÿ | “Board of Directors” or “Board” means our Board of Directors, and |
Ÿ | “SEC” means the Securities and Exchange Commission. |
Ÿ | The election of directors to serve on our Board of Directors. |
Ÿ | The ratification of our appointment of Arthur Andersen LLP as our independent public accountants for the current fiscal year. |
You may vote by mail. |
You may vote in person at the meeting. |
You may change your mind after you have returned your proxy. |
Ÿ | signing another proxy with a later date, or |
Ÿ | voting in person at the Annual Meeting. |
Ÿ | as present and votes in person at the meeting, or |
Ÿ | has properly submitted a proxy card. |
Ÿ | vote your shares on routine matters, or |
Ÿ | leave your shares unvoted. |
Name | Age | Position | ||
---|---|---|---|---|
Robert H. Hunsberger(1) | 54 | Chairman of the Board and Chief Executive Officer | ||
Bandel L. Carano(2) | 39 | Director | ||
Bruce C. Edwards | 47 | Director | ||
David R. Hathaway(2) | 56 | Director | ||
Scot B. Jarvis(3) | 40 | Director | ||
Douglas O. Reudink | 61 | Director | ||
Jennifer Gill Roberts(3) | 38 | Director | ||
David A. Twyver(3) | 54 | Director |
(1) | Member of the Stock Option Committee |
(2) | Member of the Compensation Committee. |
(3) | Member of the Audit Committee. |
Name and Address | Amount and Nature of Beneficial Ownership(#)(1) | Percent of Common Stock(%)(1)(2) | ||
---|---|---|---|---|
Bandel L. Carano(3) | 3,293,351 | 7.5 | ||
Oak Investment Partners | ||||
525 University Avenue, Suite 1300 | ||||
Palo Alto, CA 94301-1902 | ||||
David R. Hathaway(4) | 1,689,689 | 3.9 | ||
Venrock Associates | ||||
30 Rockefeller Plaza | ||||
New York, NY 10112-0184 | ||||
Jennifer Gill Roberts(5) | 2,053,710 | 4.7 | ||
The Sevin Rosen Funds | ||||
550 Lytton Avenue, Suite 200 | ||||
Palo Alto, CA 94301-1542 | ||||
MeriTech Capital Partners(6) | 4,047,615 | 9.2 | ||
90 Middlefield Road, Suite 200 | ||||
Menlo Park, CA 94025 | ||||
General Motors Investment Management Corporation(7) | 2,782,130 | 6.4 | ||
767 Fifth Avenue | ||||
New York, New York 10153 | ||||
RS Investment Management Co LLC | 2,613,200 | 6.0 | ||
388 Market Street, Suite 200 | ||||
San Francisco, CA 94111 | ||||
PRIMECAP Management Company | 2,607,000 | 6.0 | ||
225 South Lake Avenue #400 | ||||
Pasadena, CA 91101 | ||||
Robert H. Hunsberger(8) | 736,377 | 1.7 | ||
Victor K. Liang(9) | 308,330 | * | ||
Richard P. Henderson(10) | 135,135 | * | ||
Martin J. Feuerstein(11) | 106,468 | * | ||
Stuart W. Fuhlendorf (12) | 118,193 | * | ||
Douglas O. Reudink(13) | 761,151 | 1.7 | ||
Scot B. Jarvis(14) | 24,606 | * | ||
Bruce C. Edwards(15) | 25,263 | * | ||
David A. Twyver(16) | 33,263 | * | ||
All directors and executive officers as a group (12 persons)(17) | 9,285,536 | 20.5 |
* | Represents less than 1% ownership. |
(1) | Beneficial ownership is determined in accordance with SEC rules. In computing the number of shares beneficially owned by a person, we have included shares for which the named person has sole or shared power over voting or investment decisions. The number of shares beneficially owned includes common stock which the named person has the right to acquire, through conversion, option or warrant exercise, or otherwise, within 60 days after March 31, 2001. The persons named in this 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 and except as indicated in the other footnotes to this table. |
(2) | Percentage of beneficial ownership is based on 43,769,509 shares outstanding as of March 31, 2001. For each named person, the percentage ownership includes stock which the person has the right to acquire within 60 days after March 31, 2001, as described in footnote 1. However, such shares shall not be deemed outstanding with respect to the calculation of ownership percentage for any other person. Beneficial ownership calculations for 5% stockholders are based solely on publicly-filed Schedule 13D’s or 13G’s, which 5% stockholders are required to file with the SEC, and which generally set forth ownership interests as of December 31, 2000. |
(3) | Includes 1,222,601 shares held by Oak Investment Partners VI, L.P., 1,985,355 shares held by Oak Investment Partners VIII, L.P., 33,560 shares held by Oak VI Affiliates Fund, L.P., 45,238 shares held by Oak VIII Affiliates Fund, L.P. and 6,597 shares issuable upon the exercise of immediately exercisable options within 60 days of March 31, 2001. Mr. Carano, a director, is a Managing Member of Oak Associates VI, L.L.C., a general partner of Oak Investment Partners VI, L.P., a General Partner of Oak VI Affiliates and a general partner of Oak VI Affiliates Fund, and as such may be deemed to share voting and investment power with respect to such shares. Mr. Carano disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares. |
(4) | Includes 67,868 shares held by Mr. Hathaway, 939,145 shares held by Venrock Associates, 674,079 shares held by Venrock Associates II, L.P., 2,000 shares held in trust for Mr. Hathaway’s sons and 6,597 shares issuable upon the exercise of immediately exercisable options held by Mr. Hathaway within 60 days of March 31, 2001. Mr. Hathaway, a director, is a general partner of Venrock Associates and Venrock Associates II, L.P., and as such, may be deemed to share voting and investment power with respect to such shares. Mr. Hathaway disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares. |
(5) | Includes 1,399,101 shares held by Sevin Rosen Fund IV L.P., 616,240 shares held by Sevin Rosen Fund V L.P., 21,914 shares held by Sevin Rosen V Affiliates Fund L.P., 9,858 shares held by the Roberts Family Trusts and 6,597 shares issuable upon the exercise of immediately exercisable options held by Ms. Roberts within 60 days of March 31, 2001. Ms. Roberts, one of our directors, is a general partner of Sevin Rosen Fund IV L.P., Sevin Rosen Fund V L.P. and Sevin Rosen V Affiliates Fund L.P., and as such, may be deemed to share voting and investment power with respect to such shares. Ms. Roberts disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest in such shares. |
(6) | Includes 3,982,854 shares held by MeriTech Capital Partners and 64,761 shares held by MeriTech Capital Affiliates, L.P. |
(7) | Includes 2,763,330 shares held by Chase Manhattan Bank, as trustee for First Plaza Group Trust, a trust formed under and for the benefit of one or more employee benefit plans of General Motors Corporation. |
(8) | Includes 50,135 shares held by Mr. Hunsberger and 686,242 shares issuable upon the exercise of immediately exercisable options held by Mr. Hunsberger within 60 days of March 31, 2001, 117,594 shares of which are subject to our right of repurchase. |
(9) | Includes 308,330 shares issuable upon the exercise of immediately exercisable options held by Mr. Liang within 60 days of March 31, 2001, 135,417 shares of which are subject to our right of repurchase that lapses over time. |
(10) | Includes 135,135 shares issuable upon the exercise of immediately exercisable options held by Mr. Henderson within 60 days of March 31, 2001, 18,890 shares of which are subject to our right of repurchase that lapses over time. |
(11) | Includes 1,333 shares held by Mr. Feuerstein and 105,135 shares issuable upon the exercise of immediately exercisable options held by Mr. Feuerstein within 60 days of March 31, 2001, 24,241 shares of which are subject to our right of repurchase that lapses over time. |
(12) | Includes 118,193 shares issuable upon the exercise of immediately exercisable options held by Mr. Fuhlendorf within 60 days of March 31, 2001. |
(13) | Includes 711,153 shares held by Dr. Reudink, 16,665 shares held in trust for Dr. Reudink’s son and 33,333 shares issuable upon the exercise of immediately exercisable options held by Dr. Reudink within 60 days of March 31, 2001. |
(14) | Includes 16,666 shares owned by Cedar Grove Investments, LLC, 1,343 shares owned by Cedar Grove Partners LLC, 1,343 shares of which are subject to our right of repurchase that lapses over time and 6,597 shares issuable upon the exercise of immediately exercisable options within 60 days of March 31, 2001. Mr. Jarvis, a managing member of each Cedar Grove entity, disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest in such shares. |
(15) | Includes 2,000 shares held by Mr. Edwards and 23,263 shares issuable upon the exercise of immediately exercisable options held by Mr. Edwards within 60 days of March 31, 2001, 4,167 shares of which are subject to our right of repurchase that lapses over time. |
(16) | Includes 10,000 shares held by Mr. Twyver and 23,263 shares issuable upon the exercise of immediately exercisable options held by Mr. Twyver within 60 days of March 31, 2001, 4,167 shares of which are subject to our right of repurchase that lapses over time. |
(17) | Includes shares referred to in footnotes (3), (4), (5) and (8) through (16). |
Name & Principal Position | Fiscal Year | Annual Compensation | Long-Term Compensation Awards | Other Compensation($) | |||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Salary($) | Bonus($)(1) | Stock Options(#) | |||||||||
Robert H. Hunsberger | 2000 | 295,769 | 30,000 | 166,666 | 613,139 | (2) | |||||
Chairman and Chief Executive Officer | 1999 | 270,766 | 12,150 | 66,666 | 912 | (3) | |||||
1998 | 245,461 | 66,000 | — | 793 | (3) | ||||||
Richard P. Henderson | 2000 | 168,846 | 117,964 | 85,000 | 33,726 | (4) | |||||
Senior Vice President, Pan America | 1999 | 159,539 | 80,686 | 10,000 | 262 | (3) | |||||
1998 | 150,577 | 85,790 | — | 745 | (3) | ||||||
Victor K. Liang | 2000 | 208,846 | 20,000 | 40,000 | 704 | (3) | |||||
President, World Trade | 1999 | 190,263 | 4,309 | 86,666 | 567 | (3) | |||||
1998 | 84,038 | — | 199,999 | 268 | (3) | ||||||
Martin J. Feuerstein | 2000 | 159,327 | 15,000 | 88,333 | 534 | (3) | |||||
Senior Vice President and General Manager, | 1999 | 139,604 | 21,075 | 30,000 | 251 | (3) | |||||
Embedded and Data Products | 1998 | 115,794 | 5,750 | 33,333 | 567 | (3) | |||||
Stuart W. Fuhlendorf | 2000 | 150,000 | 32,500 | 310,000 | 79,392 | (5) | |||||
Chief Financial Officer | 1999 | — | — | — | — | ||||||
1998 | — | — | — | — |
(1) | Includes bonuses earned in the indicated year and paid in the subsequent year. Excludes bonuses paid in the indicated year but earned in the preceding year. Includes commissions. |
(2) | Consists of proceeds from a nonqualified stock option exercise in the amount of $612,209 and life insurance premium paid by us in the amount of $930. |
(3) | Consists of life insurance premiums paid by us. |
(4) | Consists of proceeds from a nonqualified stock option exercise in the amount of $33,125 and life insurance premium paid by us in the amount of $601. |
(5) | Consists of a payment of $79,140 for relocation expenses and life insurance premium paid by us in the amount of $252. |
Name | Individual Grants(1) | Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation For Option Term(4) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of Securities Underlying Options Granted(#) | Percent of Total Options Granted to Employees in Fiscal Year(%)(2) | Exercise of Base Price($/sh)(3) | Expiration Date | ||||||||||
5%($) | 10% ($) | ||||||||||||
Robert H. Hunsberger | 166,666 | (5)(6) | 4.5 | 6.00 | 1/19/10 | 628,892 | 1,593,736 | ||||||
Richard P. Henderson | 10,000 | (5)(6) | 0.3 | 6.00 | 1/19/10 | 37,734 | 95,625 | ||||||
50,000 | (6)(7) | 1.3 | 13.94 | 5/16/10 | 438,340 | 1,110,838 | |||||||
25,000 | (6)(7) | 0.7 | 18.25 | 10/19/10 | 286,933 | 727,145 | |||||||
Victor K. Liang | 40,000 | (6)(7) | 1.1 | 13.94 | 5/16/10 | 350,671 | 888,671 | ||||||
Martin J. Feuerstein | 13,333 | (5)(6) | 0.4 | 6.00 | 1/19/10 | 50,310 | 127,496 | ||||||
50,000 | (6)(7) | 1.3 | 13.94 | 5/16/10 | 438,340 | 1,110,838 | |||||||
25,000 | (6)(7) | 0.7 | 18.25 | 10/19/10 | 286,933 | 727,145 | |||||||
Stuart W. Fuhlendorf | 310,000 | (5)(8) | 8.3 | 12.00 | 3/27/10 | 2,339,488 | 5,928,722 |
(1) | No stock appreciation rights were granted to the Named Executive Officers in the last fiscal year. The options have a 10-year term, but are subject to earlier termination in connection with termination of employment. In the event of certain change-in-control transactions, options held by the Named Executive Officers granted under the 2000 Stock Plan shall be 100% exercisable. |
(2) | In the fiscal year ended December 31, 2000, we granted options to employees to purchase an aggregate of 3,737,517 shares. |
(3) | The exercise price per share is equal to the fair market value per share of the underlying common stock on the date of grant. The exercise price may be paid in cash, in shares of common stock valued at fair market value on the exercise date or through a cashless exercise procedure involving a same-day sale of the purchased shares. The Company may also finance the option exercise by loaning the optionee sufficient funds to pay the exercise price for the purchased shares and the federal and state income tax liability incurred by the optionee in connection with such exercise. |
(4) | The potential realizable value illustrates value that might be realized upon exercise of the options immediately prior to the expiration of their terms, assuming the specified compounded rates of appreciation of the market price per share for the date of grant to the end of the option term. Actual gains, if any, on stock option exercise are dependent upon a number of factors, including the future performance of the common stock and the timing of option exercises, as well as the optionees’ continued employment throughout the vesting period. There can be no assurance that the amounts reflected in this table will be achieved. |
(5) | Option granted pursuant to our 1998 Stock Option Plan. |
(6) | Option is exercisable ratably on a monthly basis over a three-year period from the date of grant. |
(7) | Option granted pursuant to our 2000 Stock Plan. |
(8) | 33,333 shares vested immediately on the effective date of the registration statement on Form S-1 with respect to the Company’s initial public offering. The remaining 276,667 shares vest as to 25% after the first year of service and ratably each month over the remaining 36-month period. |
Name | Shares Acquired on Exercise(#) | Value Realized($)(1) | Number of Unexercised Options at Fiscal Year End(#)(2)(3) | Value of Unexercised In-the-Money Options at Fiscal Year End($)(4) | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
Robert H. Hunsberger | 82,000 | 807,553 | 717,999 | 33,333 | 4,845,007 | 79,166 | ||||||
Richard P. Henderson | 5,000 | 33,125 | 127,777 | 68,889 | 665,830 | 11,875 | ||||||
Victor K. Liang | — | — | 281,109 | 45,556 | 174,166 | 31,666 | ||||||
Martin J. Feuerstein | 6,890 | 60,339 | 97,553 | 75,223 | 201,910 | 34,682 | ||||||
Stuart W. Fuhlendorf | — | — | 33,333 | 276,667 | — | — |
(1) | The value realized is the net value of the shares (market price less the exercise price) received. |
(2) | Certain options granted under the 1998 Stock Option Plan and the 1995 Stock Option Plan may be exercised immediately upon grant and prior to full vesting, subject to the optionee’s entering into a restricted stock purchase agreement with us with respect to any unvested shares. The unvested shares are subject to a right of repurchase in favor of the Company which lapses over time. |
(3) | No stock appreciation rights (SARs) were outstanding during the fiscal year ended December 31, 2000. |
(4) | Based on the $9.125 per share closing price of the Company’s common stock on the Nasdaq National Market on December 29, 2000, minus the exercise price, multiplied by the number of shares underlying the option. |
Bandel Carano |
David Hathaway |
David Twyver (chair) |
Scot Jarvis |
Jennifer Gill Roberts |
Audit Fees | $ 26,600 | |
Financial Information Systems Design and Implementation Fees | $ 0 | |
All Other Fees | $687,230 | |
Audit Fees | $345,000 | |
Financial Information Systems Design and Implementation Fees | $ 0 | |
All Other Fees | $ 98,383 |
![](https://capedge.com/proxy/DEF 14A/0000950109-01-500885/g2917929179halan02.jpg)
* | Assumes $100 invested on April 27, 2000 in stock, at the initial public offering price of $9.00 per share, or in the index, including reinvestment of dividends. Fiscal year ending December 31, 2000. |
4/27/00 | 6/30/00 | 9/30/00 | 12/31/00 | |||||
---|---|---|---|---|---|---|---|---|
Metawave Communications Corporation | 100.00 | 296.53 | 203.47 | 101.39 | ||||
Nasdaq Telecom Index | 100.00 | 101.03 | 84.69 | 53.77 | ||||
Nasdaq Composite Index | 100.00 | 105.09 | 97.32 | 65.46 |
By Order of the Board of Directors, |
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Kathryn Surace-Smith |
Secretary |
Ÿ | Facilitating and maintaining an open avenue of communication among the Board of Directors, Audit Committee, Senior Management, the independent external accountants, and those who have been assigned to implement and monitor compliance with the Company’s internal audit, ethics, and business conduct policies. |
Ÿ | Serving as an independent and objective party to monitor the corporation’s financial reporting process and internal control system. |
Ÿ | Reviewing and appraising the efforts of the independent accountants. |
Ÿ | Providing direction to and oversight of the company’s internal control process and ethics and business conduct. |
Ÿ | Maintain minutes or other records of meetings and activities. |
Ÿ | Report Committee actions to the Board of Directors with such recommendations the Committee may deem appropriate. |
Ÿ | As part of executing the responsibility to promote open communications, the Committee will meet in separate executive sessions without members of senior management present with each of those charged with overseeing implementation and compliance the Company’s internal audit, ethics, and business conduct policies, or with the independent accountants to discuss matters that the Committee or any of those charged with the responsibility believe should be discussed privately. |
Ÿ | Conduct or authorize investigations into any matters within the Audit Committee’s scope of responsibilities. The Audit Committee shall be empowered to retain independent counsel, accountants, or others to assist it in the conduct of any investigation. |
Ÿ | Adopt a formal written charter that is approved by the full Board of Directors that specifies scope of responsibility, process, membership, etc. The charter will be reviewed as necessary, but at least annually. |
Ÿ | Overseeing the company’s compliance with the Foreign Corrupt Practices Act. |
Ÿ | Recommend to the Board of Directors the selection of the independent accountants, considering independence and effectiveness, and approve the fees to be paid to the independent accountants. Annually, the Committee will ensure a formal statement delineating all relationships between the accountant and the company is received from the outside accountants. The committee will discuss with the independent accountants all significant relationships the accountants have with the corporation to determine the accountants’ independence. |
Ÿ | Approve any replacement of the independent accountants. |
Ÿ | Consult with independent accountants out of management’s presence about internal control and the fullness/accuracy of the financial statements. |
Ÿ | Meet with the independent accountants and financial management of the company to review the scope of the proposed external audit for the current year. The external audit scope shall include a requirement that the independent accountants inform the Audit Committee of any significant changes in the independent accountant’s original audit plan and that the outside accountants conduct a SAS 71 Interim Financial Review prior to the company’s filing of each quarterly report to shareholders (Form 10-Q). |
Ÿ | Review the coordination of internal and external audit procedures to promote an effective use of resources and ensure a complete but non-redundant audit. |
Ÿ | Instruct the independent accountants that the Board of Directors is the accountant’s client. |
Ÿ | Review annual financial statements with management and the independent accountants to determine that the independent auditors are satisfied with the disclosure and content of the financial statements, including the nature and extent of any significant changes in accounting principles, and approve such financial statements prior to release of the annual report. |
Ÿ | Advise external auditors’ and management to report the adequacy of the company’s system of internal control. |
Ÿ | Advise financial management and the independent auditor to discuss with the Audit Committee their qualitative judgments about the appropriateness, not just the acceptability, of accounting principles and financial disclosure practices used or proposed to be adopted by the company. |
Ÿ | Provide oversight to the company’s business ethics and compliance program. |
Ÿ | Require management to report on procedures that provide assurance that the corporation’s mission, values, and code of conduct are properly communicated to all employees on an annual basis. |
Ÿ | Review the corporation’s code of conduct, programs, and policies of the company designed by management to assure compliance with applicable laws and regulations and monitor the results of compliance. |
Ÿ | Meet with company’s General Counsel to review any legal matters that may have a major impact on the company’s overall financial condition. |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF METAWAVE COMMUNICATIONS CORPORATION FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 21, 2001
The undersigned stockholder of Metawave Communications Corporation, a Delaware corporation, (the "Company") hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated April 30, 2001, and hereby appoints Stuart Fuhlendorf and Kathryn Surace-Smith, 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 Annual Meeting of Stockholders of Metawave Communications Corporation to be held on Thursday, June 21, 2001 at 5:00 p.m., local time, at 10735 Willows Road NE, Redmond, Washington 98052 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:
PLEASE SIGN ON THE REVERSE SIDE AND RETURN IMMEDIATELY
5FOLD AND DETACH HERE5
Please mark your votes as indicated in this example. | X | |||||||
FOR all of the nominees listed below (except as indicated) | WITHHOLD AUTHORITY to vote for all of the nominees listed below | FOR | AGAINST | ABSTAIN | ||||
1. ELECTION OF DIRECTORS | [_] | [_] | 2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001. | [_] | [_] | [_] | ||
If you wish to withhold authority to vote for any individual nominee, strike a line through that nominee's name in the listed below: Nominees Robert H. Hunsberger Bandel L. Carano Bruce C. Edwards David R. Hathaway Scot B. Jarvis Douglas O. Reudink Jennifer Gill Roberts David A. Twyver | THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS; AND (2) FOR RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2001, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING. | |||||||
Signature__________________________________________________ Signature_______________________________________________________Date:__________________________________, 2001 | ||||||||
(This Proxy should be marked, dated, signed by the stockholder(s) exactly as his or her name appears hereon, and returned promptly 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.) | ||||||||
5FOLD AND DETACH HERE5 |