UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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141 Mt. Bethel Road
Warren, NJ 07059
_________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 20, 2004
_________________________
TO THE STOCKHOLDERS:
1) | The election of three Class III Directors of ANADIGICS to hold office until 2007. |
2) | The ratification of the appointment of Ernst & Young LLP as independent auditors of ANADIGICS for the fiscal year ending December 31, 2004. |
3) | The transaction of such other business as may properly be brought before the meeting or any adjournment thereof. |
By order of the Board of Directors
![](https://capedge.com/proxy/DEF 14A/0001206774-04-000360/tomshieldssig.jpg)
Thomas C. Shields
Secretary
IMPORTANT: Please sign, date, and return the enclosed Proxy immediately whether or not you plan to attend the meeting. A return envelope, which requires no postage if mailed in the United States, is enclosed for that purpose. |
![](https://capedge.com/proxy/DEF 14A/0001206774-04-000360/anadigics.jpg)
141 Mt. Bethel Road
Warren, NJ 07059
_________________________
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
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SOLICITATION OF PROXIES
ANNUAL MEETING QUORUM REQUIREMENTS
quorum is present. Only holders of record of Common Stock at the close of business on April 2, 2004, the record date, are entitled to notice of and to vote at the Annual Meeting of Stockholders and any adjournment or postponement thereof.
PRINCIPAL STOCKHOLDERS
Name and Address | Number of Shares | % Beneficial Ownership | ||
---|---|---|---|---|
Kopp Investment Advisors, LLC | 4,580,630(1) | 14.9%(1) | ||
7701 France Avenue South, Suite 500, Edina, MN 55435 | ||||
State of Wisconsin Investment Board | 1,573,600(2) | 5.1%(2) | ||
P.O. Box 7842, Madison WI 53707 |
(1) | As reported by Kopp Investment Advisors, LLC and related entities on Schedule 13G filed with the Securities and Exchange Commission on January 23, 2004. In its Schedule 13G, Kopp Investment Advisors, LLC states that it has sole voting power as to 3,487,380 shares, shared voting power as to no shares, sole dispositive power with respect to 950,000 shares and shared dispositive power with respect to 3,493,130 shares. In addition, Mr. LeRoy C. Kopp, who controls Kopp Holding Company, LLC which owns 100% of Kopp Investment Advisors, LLC, has sole voting power as to 137,000 shares, shared voting power as to no shares, sole dispositive power with respect to 137,000 shares and shared dispositive power with respect to no shares. |
(2) | As reported by the State of Wisconsin Investment Board and related entities on Schedule 13G filed with the Securities and Exchange Commission on February 11, 2004. In its Schedule 13G, the State of Wisconsin Investment Board states that it has sole voting power as to 1,573,600 shares, shared voting power as to no shares, sole dispositive power with respect to 1,573,600 shares and shared dispositive power with respect to no shares. |
INFORMATION REGARDING DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
BOARD OF DIRECTORS
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PROPOSAL I: ELECTION OF DIRECTORS
The Board of Directors recommends a vote “FOR” each of the nominees listed below:
DIRECTORS CONTINUING IN OFFICE UNTIL 2004
(Class III Directors)
![]() | RONALD ROSENZWEIG (Age 66) Mr. Rosenzweig, a co-founder of ANADIGICS in 1985, has served as a Director of the Company since its inception and as Chairman of the Board of Directors since 1998. From the Company’s inception in 1985 until 1998, Mr. Rosenzweig served as President and Chief Executive Officer of the Company. He was a co-founder of Microwave Semiconductor Corp. and served as the company’s President and Chief Executive Officer and director from 1968 to 1983. Mr. Rosenzweig received his Bachelor Degree in Chemical Engineering from City College of New York. | |
![]() | LEWIS SOLOMON (Age 70) Mr. Solomon has served as a Director of the Company since September 1994 and, previously, from 1985 to 1989. Mr. Solomon has been Chairman of G&L Investments, a consulting firm specializing in technology, since 1990 in addition to serving as a director on the boards of Harmonic Inc., Artesyn Technologies Inc., Terayon Communications Inc. and several private companies. Prior to joining G&L Investments, Mr. Solomon was an Executive Vice President with Alan Patricof Associates from 1983 to 1986, and a Senior Vice President of General Instrument from 1967 to 1983. Mr. Solomon received a Bachelor Degree in Physics from St. Joseph’s College and a Masters Degree in Industrial Engineering from Temple University. | |
![]() | GARRY McGUIRE (Age 57) Mr. McGuire was elected as a Director by the Board of Directors in March 2004 to fill the position left by the resignation of David Fellows in April 2003. He has served as the Chief Financial Officer for AVAYA, a global leader in communication systems and applications since its formation in October 2000. Previously, Mr. McGuire served as President and Chief Executive Officer of Williams Communications Solutions LLC. Mr. McGuire has a Bachelor of Science degree from the University of Dayton School of Business and is a member of the Board of Trustees of the University. |
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DIRECTORS CONTINUING IN OFFICE UNTIL 2005
(Class I Directors)
![]() | HARRY T. REIN (Age 59) Mr. Rein has served as a director of the Company since 1985. He is a General Partner with Foundation Medical Partners. Mr. Rein was the principal founder of Canaan Partners in 1987, a venture capital investment firm and served as its managing general partner until 2002. Prior to that, he was President and CEO of GE Venture Capital Corporation. Mr. Rein joined General Electric Company in 1979 and directed several of GE’s lighting businesses as general manager before joining the venture capital subsidiary. Mr. Rein attended Emory University and Oglethorpe College and holds an MBA from the Darden School at the University of Virginia. | |
![]() | DENNIS F. STRIGL (Age 58) Mr. Strigl has served as a Director since January 2000. He has served as President and CEO of Verizon Wireless, the largest wireless communications provider in the US, since its formation in April 2000, and is an Executive Vice President of Verizon Communications. Previously, Mr. Strigl served as President and Chief Executive Officer of Bell Atlantic Mobile, Group President and Chief Executive Officer of the Global Wireless Group of Bell Atlantic, Vice President of Operations and Chief Operating Officer of Bell Atlantic New Jersey, Inc. (formerly New Jersey Bell Telephone Company) and served on its Board of Directors. Mr. Strigl currently serves on the board of directors of The PNC Financial Services Group and PNC Bank. Mr. Strigl holds an undergraduate degree in Business Administration from Canisius College and an M.B.A. from Fairleigh Dickinson University. |
(Class II Directors)
![]() | PAUL BACHOW (Age 52) Mr. Bachow has served as a Director of the Company since January 1993. He has been President of Bachow & Associates, Inc., a private investment firm, since he founded the firm in 1989. Bachow & Associates serves as the manager of Bachow Market Direction Fund, a private hedge fund. Bachow & Associates also serves as the manager of Paul S. Bachow Co-Investment Fund, L.P. and Bachow Investment Partners III, L.P., private equity investment funds. Mr. Bachow has a B.A. from American University, a J.D. from Rutgers University, and a Masters Degree in tax law from New York University, and is a C.P.A. |
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![]() | BAMI BASTANI (Age 50) Dr. Bastani has served as a Director, President and Chief Executive Officer of the Company since October 1998. Prior to joining ANADIGICS, Dr. Bastani served as Executive Vice President, System LSI Group for Fujitsu Microelectronics, Inc., from 1996 to 1998. Dr. Bastani held various positions at National Semiconductor including Vice President and General Manager—Embedded Technology Division, Vice President and General Manager—Memory Products Division, and Vice President—Technology Development from 1985 to 1996. Dr. Bastani served on the board of directors of Globespan Virata in 2003, and is a national member of the AEA Board of Directors. Dr. Bastani received a B.S.E.E. from the University of Arkansas and a M.S. and Ph.D. in Electrical Engineering from the Ohio State University. |
Committees of the Board
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Director Nominations
Communications With Directors
Audit Committee Pre-Approval Policies and Procedures
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are being, or have been, provided by the independent accountants to the Company without the requisite pre-approval, such individual must immediately notify the Chief Financial Officer, who must promptly notify the Chairman of the Audit Committee and appropriate senior management so that prompt action may be taken to the extent deemed necessary or advisable.
Audit Committee Report
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ANADIGICS, INC.
Lewis Solomon
Harry Rein
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Executive Officers of the Company
Name | Age | Position | ||
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Bami Bastani | 50 | President, Chief Executive Officer and Director | ||
Ronald Rosenzweig | 66 | Chairman of the Board of Directors and Director | ||
Charles Huang | 56 | Executive Vice President and Chief Technical Officer | ||
Thomas C. Shields | 45 | Senior Vice President and Chief Financial Officer |
Stock Ownership of Directors and Management
Name | Common Stock Beneficially Owned | % Beneficial Ownership | ||||||
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Paul Bachow | 263,794 | (1) | * | |||||
Harry Rein | 174,750 | (2) | * | |||||
Lewis Solomon | 132,000 | (3) | * | |||||
Bami Bastani | 967,334 | (4) | 3.06 | % | ||||
Ronald Rosenzweig | 434,513 | (5) | 1.38 | % | ||||
Dennis Strigl | 112,500 | (6) | * | |||||
Garry McGuire | 0 | * | ||||||
Charles Huang | 875,995 | (7) | 2.78 | % | ||||
Thomas C. Shields | 166,251 | (8) | * | |||||
All Directors and Executive Officers as a group | 3,127,137 | 9.91 | % |
(1) | Includes 159,750 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
(2) | Includes 129,750 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
(3) | Includes 87,000 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
(4) | Includes 575,000 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
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(5) | Includes 230,000 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
(6) | Includes 67,500 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
(7) | Includes 437,250 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
(8) | Includes 15,000 shares of common stock issuable pursuant to options, currently exercisable or exercisable within 60 days. |
* | Less than 1%. |
COMPENSATION AND OTHER TRANSACTIONS WITH
DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS
Compensation
Summary Compensation Table
Long-Term Compensation Awards (Securities Underlying Options) | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation | ||||||||||||||||
Name and Principal Position | Year | Salary | Bonus(1) | Other Annual Compensation(2) | ||||||||||||
Bami Bastani | 2003 | $ | 445,536 | $ | 287,418 | $ | 17,809 | 150,000 | ||||||||
Chief Executive Officer | 2002 | 445,536 | 273,930 | 5,414 | (3 | ) | ||||||||||
2001 | 445,536 | 292,498 | 5,540 | (4 | ) | |||||||||||
Ronald Rosenzweig | 2003 | $ | 75,000 | $ | 20,700 | $ | 13,433 | 45,000 | ||||||||
Chairman of the Board | 2002 | 82,861 | 14,738 | 3,623 | 15,000 | |||||||||||
2001 | 100,000 | 30,421 | 379,648 | 15,000 | ||||||||||||
Charles Huang | 2003 | $ | 165,000 | $ | 120,000 | $ | 3,124 | 45,000 | ||||||||
Executive Vice President | 2002 | 230,000 | 126,299 | — | — | |||||||||||
2001 | 230,000 | 150,331 | — | 30,000 | ||||||||||||
Thomas C. Shields | 2003 | $ | 225,000 | $ | 170,000 | $ | 4,903 | 45,000 | ||||||||
Senior Vice President and | 2002 | 225,000 | 163,421 | 3,324 | (5 | ) | ||||||||||
Chief Financial Officer | 2001 | 225,000 | 166,875 | 2,000 | (6 | ) |
(1) | Represents bonuses earned as follows: 2003’s bonus earned was paid during 2003 and February 2004. 2002’s bonus earned was paid during 2002 and February 2003. 2001’s bonus earned was paid during 2001 and February 2002. |
(2) | Represents the value of income tax preparation services provided to Dr. Bastani and Mr. Rosenzweig (by the Company’s auditors in 2001 and 2002), exercise of stock options by Mr. Rosenzweig ($356,150 in 2001), premiums paid for medical insurance covering Dr. Bastani, Mr. Rosenzweig ($11,686 in 2003), Dr. Huang, and Mr. Shields, and executive health plan benefits provided to Dr. Bastani and Mr. Shields. |
(3) | Pursuant to the Company’s voluntary stock option exchange program on August 4, 2003, Dr. Bastani surrendered options to purchase 100,000 shares at an exercise price of $15.53 per share and was issued options on February 6, 2004 to purchase 33,334 shares at an exercise price of $7.27 per share. |
(4) | Pursuant to the Company’s voluntary stock option exchange program on August 4, 2003, Dr. Bastani surrendered options to purchase 100,000 shares at an exercise price of $15.9375 per share and was issued options on February 6, 2004 to purchase 33,334 shares at an exercise price of $7.27 per share. |
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(5) | Pursuant to the Company’s voluntary stock option exchange program on August 4, 2003, Mr. Shields surrendered options to purchase 50,000 shares at an exercise price of $11.82 per share and was issued options on February 6, 2004 to purchase 16,667 shares at an exercise price of $7.27 per share. |
(6) | Pursuant to the Company’s voluntary stock option exchange program on August 4, 2003, Mr. Shields surrendered options to purchase 35,000 shares at an exercise price of $13.59 per share and was issued options on February 6, 2004 to purchase 11,667 shares at an exercise price of $7.27 per share. |
Stock Options and Certain Other Compensation
Option Grants in Last Fiscal Year
Number of Securities Underlying Options Granted (1) | Percent of Options Granted to Employees in Fiscal Year | Exercise Price per Shares (2) | Expiration Date | |||||||||||||||||
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Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term (3) | ||||||||||||||||||||
Name | 5% | 10% | ||||||||||||||||||
Bami Bastani | 150,000 | 17.5 | % | $ | 2.84 | 01/02/12 | $ | 267,909 | $ | 678,934 | ||||||||||
Ronald Rosenzweig | 15,000 | 1.8 | % | 2.84 | 01/02/13 | 26,791 | 67,893 | |||||||||||||
30,000 | 3.5 | % | 2.89 | 05/22/13 | 54,525 | 138,177 | ||||||||||||||
Charles Huang | 45,000 | 5.25 | % | 2.84 | 01/02/13 | 80,373 | 203,680 | |||||||||||||
Thomas C. Shields | 45,000 | 5.25 | % | 2.84 | 01/02/13 | 80,373 | 203,680 |
(1) | All options described above were granted pursuant to the Company’s 1995 Long-Term Incentive and Share Award Plan (the “1995 Plan”). One-third of the options become exercisable one year from the date of grant. The remaining two-thirds of the options become exercisable ratably on a quarterly basis over the following two years. |
(2) | The exercise price of the stock options was based on the fair market value of the stock on the date of grant. |
(3) | Amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. The 5% and 10% assumed annual rates of compounded stock price appreciation are mandated by rules of the Securities and Exchange Commission and do not represent the Company’s estimate or projection of the Company’s future common stock prices. These amounts represent assumed rates of appreciation in the value of the Company’s common stock from the fair market value on the date of grant. Actual gains, if any, on stock option exercises are dependent on the future performance of the Company’s common stock. The amounts reflected in the table may not necessarily be achieved. |
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Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Stock Price at December 31, 2003 — $5.96
Shares Acquired On Exercise | Value Realized | Number of Securities Underlying Unexercised Options at Fiscal Year End | Value of Unexercised In-the-money Options at Fiscal Year End | ||||||||||
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Name | Exercisable | Unexercisable | Exercisable | Unexercisable | |||||||||
Bami Bastani | — | — | 525,000 | 150,000 | $939,750 | $468,000 | |||||||
Ronald Rosenzweig | — | — | 115,250 | 45,000 | $206,298 | $140,400 | |||||||
Charles Huang | — | — | 217,861 | 45,000 | $294,964 | $140,400 | |||||||
Thomas C. Shields | — | — | 0 | 45,000 | — | $140,400 |
Equity Compensation Plan Disclosure
As of December 31, 2003 | A | B | C | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column A) | |||||||||
Equity Compensation Plans approved by security holders | ||||||||||||
1994 Long-Term Incentive and Share Award Plan | 35,280 | $0.38 | 0 | |||||||||
1995 Long-Term Incentive and Share Award Plan for Officers and Directors * | 2,217,010 | $8.45 | 1,714,884 | |||||||||
1997 Long-Term Incentive and Share Award Plan for Employees * | 3,652,647 | $6.84 | 2,398,365 | |||||||||
Total | 5,904,937 | $7.30 | 4,113,249 | |||||||||
Equity Compensation Plans not Approved by Security Holders | N/A | N/A | N/A |
* | Securities available for future issuance under the 1995 Plan and 1997 Long-Tem Share Award Plans may be issued as restricted shares. |
Report on Repricing of Options
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shares of the Company’s common stock with an exercise price of $7.27 per share, which equaled the closing market value of the Company’s common stock price on the grant date.
Ten-Year Option Repricings
Name | Date of New Option Grant | Number of Securities Underlying Options Repriced | Market Price of Stock at Time of Repricing & New Exercise Price | Exercise Price at Time of Repricing | Length of Original Option Term Remaining at Date of Repricing | ||||||||
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Bami Bastani | 2/6/2004 | 50,000 | $7.27 | $34.33 | 7 years, 11 months | ||||||||
President & CEO | 2/6/2004 | 33,334 | $7.27 | $15.94 | 6 years, 11 months | ||||||||
2/6/2004 | 33,334 | $7.27 | $15.53 | 5 years, 10 months | |||||||||
Tom Shields | 2/6/2004 | 16,667 | $7.27 | $11.82 | 8 years, 5 months | ||||||||
Sr. Vice President & CFO | 2/6/2004 | 11,667 | $7.27 | $13.59 | 7 years, 9 months | ||||||||
2/6/2004 | 11,667 | $7.27 | $15.56 | 6 years, 11 months | |||||||||
2/6/2004 | 25,000 | $7.27 | $21.75 | 5 years, 6 months | |||||||||
2/6/2004 | 6,250 | $7.27 | $34.33 | 5 years, 10 months | |||||||||
Charles Huang | 2/6/2004 | 12,500 | $7.27 | $34.33 | 5 years, 10 months | ||||||||
Executive Vice President & CTO |
SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ANADIGICS, INC.
Dennis Strigl
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Compensation of Directors
Executive Employment Agreements
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Compensation Committee Report On Executive Compensation
1) | A base salary which is established at levels considered appropriate for the duties and scope of responsibilities of each Executive Officer’s position. |
2) | A bonus potential which is tied directly to operating objectives. |
3) | A stock option award to increase stock ownership in the Company and align executive compensation with stockholder interests. |
4) | Other compensation and employee benefits generally available to all employees of the Company, such as health insurance and participation in the ANADIGICS, Inc. Employee Savings and Protection Plan (“401(k) Plan”). |
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SUBMITTED BY THE COMPENSATION & HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF ANADIGICS, INC.
Dennis Strigl
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PERFORMANCE GRAPH
![](https://capedge.com/proxy/DEF 14A/0001206774-04-000360/d14488line.jpg)
PROPOSAL II: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Fee Category | Fiscal Year 2003 | % of Total | Fiscal Year 2002 | % of Total | ||||||||||||||
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Audit Fees | $ | 334,060 | 74.8 | $ | 312,100 | 63.1 | ||||||||||||
Audit-Related Fees (1) | $ | 51,748 | 11.6 | $ | 30,900 | 6.2 | ||||||||||||
Tax Fees (2) | $ | 48,987 | 11.0 | $ | 129,790 | 26.3 | ||||||||||||
All Other Fees (3) | $ | 11,455 | 2.6 | $ | 22,000 | 4.4 | ||||||||||||
Total Fees | $ | 446,250 | 100 | $ | 494,790 | 100 |
1) | Audit Related Fees: Aggregate fees billed for professional services rendered during 2003 related to the filing of our $75 million shelf registration, audits of employee benefit plans, consultations on Sarbanes-Oxley and acquisitions. 2002 fees related to audits of the employee benefits plans, consultations on accounting standards, acquisitions, and the issuance of convertible security notes. |
2) | Tax Fees: Aggregate fees billed for professional services rendered during 2003 related to domestic tax compliance assistance and foreign tax consulting. 2002 fees principally related to domestic tax compliance assistance, including our NOL carryback claim and foreign tax consulting. |
3) | All Other Fees: Aggregate fees billed for professional services rendered during 2003 principally related to services performed at foreign locations and consultations on our option exchange program. 2002 fees related to consultations on strategic initiatives and our option exchange program. |
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Audit Committee and the Board of Directors have appointed Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending December 31, 2004.
STOCKHOLDER PROPOSALS
OTHER MATTERS
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANADIGICS, Inc.
The undersigned hereby appoints Dr. Bami Bastani and Thomas C. Shields proxies, with power to act without the other and with power of substitution, and hereby authorizes them to represent and vote, as designated on the other side, all the shares of stock of ANADIGICS, Inc. standing in the name of the undersigned with all powers which the undersigned would possess if present at the Annual Meeting of Stockholders of the Company to be held May 20, 2004 or any adjournment thereof.
(Continued, and to be marked, dated and signed, on the other side)
Address change/Comments (Mark the corresponding box on the reverse side) |
The Board of Directors recommends a vote FOR proposals I and II.
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Proposal I: | ELECTION OF DIRECTORS |
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Proposal II: | APPOINTMENT OF INDEPENDENT | FOR | AGAINST | ABSTAIN | ||
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This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR all proposals.
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Signature(s) _______________________________________________________________ Date_________________________ |
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. |
Please check here if you expect to attend the Annual Meeting of Shareholderso
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