SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
CIMETRIX INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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(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)(4) 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:______________________________________________________
2) Form, Schedule or Registration Statement No.:________________________________
3) Filing Party:________________________________________________________________
4) Date Filed:__________________________________________________________________
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CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757
April 15, 2003
Dear Shareholder:
On behalf of the Board of Directors and management, we cordially invite you
to attend the Annual Meeting of Shareholders for Cimetrix Incorporated, which
will be held on Saturday, May 10, 2003, at 9:00 a.m. at the Company's
headquarters, located at 6979 South High Tech Drive, Salt Lake City, Utah.
At the meeting, your Board is asking you to elect four directors, to ratify
the appointment of Tanner + Co. as the Company's independent accountants, and to
transact such other business as may properly come before the meeting or any
adjournment thereof. These proposals are fully set forth in the accompanying
proxy statement, which you are urged to read thoroughly. We will also report on
the progress of the Company.
It is important that your shares are represented and voted at the meeting
whether or not you plan to attend. Accordingly, you are requested to sign, date
and mail the enclosed proxy in the envelope provided at your earliest
convenience.
Very truly yours,
By: /s/ Robert H. Reback
--------------------
Robert H. Reback
President and Chief Executive Officer
CIMETRIX INCORPORATED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 10, 2003
---------------------------------
To our Shareholders:
The Annual Meeting of the Shareholders of Cimetrix Incorporated, a Nevada
corporation (the "Company"), will be held on Saturday, May 10, 2003, commencing
at 9:00 a.m., in the Company's headquarters located at 6979 South High Tech
Drive, Salt Lake City, Utah, to consider and vote on the following matters
described in this notice and the accompanying Proxy Statement:
1. To elect four directors to the Company's Board of Directors to serve for
one-year terms.
2. To ratify the appointment of Tanner + Co. as the Company's independent public
accountants.
3. To transact such other business as may properly come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on March 21, 2003 as
the record date for determination of shareholders entitled to vote at the Annual
Meeting or any adjournments thereof, and only record holders of Common Stock at
the close of business on that day will be entitled to vote. At the record date,
24,089,833 shares of Common Stock were issued and outstanding.
TO ASSURE REPRESENTATION AT THE ANNUAL MEETING, SHAREHOLDERS ARE URGED TO
SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. ANY SHAREHOLDER ATTENDING
THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE PREVIOUSLY RETURNED A
PROXY. A PROXY MAY BE REVOKED BY WRITTEN REVOCATION FILED WITH THE SECRETARY OF
THE COMPANY AT ANY TIME PRIOR TO THE ANNUAL MEETING.
By Order of the Board of Directors,
By: /s/ Brian L. Phillips
----------------------
Brian L. Phillips
Secretary and Treasurer
April 15, 2003
Salt Lake City, Utah
CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is being sent on or about April 15, 2003 in connection
with the solicitation of proxies by the Board of Directors of Cimetrix
Incorporated, a Nevada corporation (the "Company" or "Cimetrix"). The proxies
are for use at the 2003 Annual Meeting of the Shareholders of the Company, which
will be held on Saturday, May 10, 2003, commencing at 9:00 a.m., at the
Company's headquarters, 6979 South High Tech Drive, Salt Lake City, Utah, and at
any adjournment thereof (the "Annual Meeting"). The record date for the Annual
Meeting is the close of business on March 21, 2003 (the "Record Date"). Only
holders of record of the Company's Common Stock on the Record Date are entitled
to notice of the Annual Meeting and to vote at the Annual Meeting. The Company
is making this proxy solicitation.
A proxy card is enclosed. Whether or not you plan to attend the Annual
Meeting in person, please sign, date and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided, to ensure that
your shares will be voted at the Annual Meeting. Any shareholder who returns a
proxy has the power to revoke it at any time prior to its effective use by
filing with the Secretary of the Company an instrument revoking it or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. Unless contrary instructions are given, any such proxy, if not
revoked, will be voted at the Annual Meeting for the four nominees for election
as directors and to ratify the appointment of Tanner + Co. as the Company's
independent public accountants, as set forth in this Proxy Statement.
At the Record Date, March 21, 2003, there were 24,089,833 shares of the
Company's Common Stock issued and outstanding, all of which are entitled to be
voted at the meeting. No other voting securities of the Company were outstanding
at the Record Date. The presence, either in person or by proxy, of persons
entitled to vote a majority of the Company's outstanding Common Stock is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum, but are not considered as having voted for purposes of
determining the outcome of a vote. There is no cumulative voting.
Holders of the Common Stock have one vote for each share on any matter that
may be presented for consideration and action by the share owners at the Annual
Meeting. In order for action to be taken on any matter, votes received in favor
must exceed votes against, except the election of directors. Directors may be
elected by a plurality vote. The four nominees for director receiving the
highest number of votes at the Annual Meeting will be elected.
The cost of preparing, assembling, printing and mailing this Proxy
Statement and the accompanying form of proxy, and the cost of soliciting proxies
relating to the Annual Meeting, will be borne by the Company. The Company may
request banks and brokers to solicit their customers who beneficially own Common
Stock listed of record in names of nominees, and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses for such solicitations. The
solicitation of proxies by mail may be supplemented by telephone, telegram and
personal solicitation by officers, directors and regular employees of the
Company, but no additional compensation will be paid to such individuals.
-1-
ELECTION OF DIRECTORS
Proposal 1
Nominees
The Board of Directors has determined that the four directors named below
will be nominated for election as directors at the Annual Meeting. Each nominee
has consented to being named in the Proxy Statement as a nominee for election as
director and has agreed to serve as director if elected.
The Board of Directors has advised the Company that it intends at the
Annual Meeting to direct the voting of shares covered by the proxies for the
election of the nominees named below, unless contrary instructions are given in
the Proxy form. If any one or more of such nominees should for any reason become
unavailable for election, the Board of Directors may vote for the election of
such substitute nominees as the Board of Directors may propose. The accompanying
form of proxy contains a discretionary grant of authority with respect to this
matter. Each Director presently serves for a term of one year or until his
successor is elected.
The nominees for election as directors at the Annual Meeting are set forth
below.
Director or Position with
Name Age Officer since the Company
- ---- --- ------------- -------------
Joe K. Johnson 45 April 2001 Director, Interim Chief
Financial Officer
Robert H. Reback 43 January 1996 Director, President & CEO
Alan Weber 51 N/A Nominee for Director
Scott C. Chandler 41 N/A Nominee for Director
Biographical Information
There is no family relationship among the current directors and executive
officers. There is no arrangement or understanding between any director and any
other person pursuant to which the director was or is to be selected as a
director or nominee. The following sets forth brief biographical information for
each director and nominee.
Joe K. Johnson has served as a director of the Company since April 2001. He
was also appointed as Interim Chief Financial Officer in November 2002. Since
1998, Mr. Johnson has been the manager of Aspen Capital Resources, LLC, an
investment company that provides bridge financing to public companies. Aspen
Capital Resources, LLC has financed several companies since 1998. From 1983 to
1998, Mr. Johnson was President of Aspen Finance, a Salt Lake City insurance
agency. Mr. Johnson attended the University of Utah, majoring in Finance. Mr.
Johnson served as a director of Covol Technologies, Inc. from 1998 to 1999 and
has served as a director of First Scientific, Inc. since April 2001.
Robert H. Reback, President and Chief Executive Officer, joined Cimetrix as
Vice President of Sales in January 1996, was promoted to Executive Vice
President of Sales in January, 1997 and was promoted to President on June 25,
2001. Mr. Reback was appointed a director in July 2002. Prior to joining
Cimetrix, Mr. Reback was the District Manager of Fanuc Robotics' West Coast
business unit from 1994 to 1995. From 1985 to 1993, he was Director of
Sales/Account Executives for Thesis, Inc., a privately-owned supplier of factory
automation software and was previously a Senior Automation Engineer for Texas
Instruments. Mr. Reback has a B.S. degree in Mechanical Engineering and a M.S.
degree in Industrial Engineering from Purdue University.
-2-
Alan Weber was nominated on April 10, 2003 by the Board of Directors to be
included in this year's proxy statement as a director nominee. Mr. Weber is the
President of Alan Weber and Associates, Inc., a consulting company specializing
in semiconductor Advanced Process Control, eDiagnostics, and other related
manufacturing systems technologies. Before founding his own company he was the
Vice President/General Manager of the KLA-Tencor Control Solutions Division,
which was acquired from ObjectSpace, Inc. in March 2000. While at ObjectSpace,
Mr. Weber was responsible for all aspects of the company's semiconductor
manufacturing system business. Before joining ObjectSpace in early 1997, Mr.
Weber spent eight years at SEMATECH and was responsible for advanced
manufacturing systems and related standards R&D. Prior to this Mr. Weber spent
16 years at Texas Instruments, managing a variety of technology programs in the
semiconductor CAD and industrial automation/control businesses. Mr. Weber has
B.A. and M.E.E. degrees in Electrical Engineering from Rice University.
Scott C. Chandler was nominated on April 10, 2003 by the Board of Directors
to be included in this year's proxy statement as a director nominee. Since 2002
Mr. Chandler has been Managing Partner for Franklin Court Partners, LLC, a
consulting firm designed to help companies develop business plans, raise initial
funding, secure additional rounds of financing and assist in operational and
financial restructuring. From 1998 to 2001, Mr. Chandler was Chief Financial
Officer (1998-2000) and Senior Vice President for Global Business Development
(2000-2001) for RHYTHMS NetConnections, a leading provider of broadband services
utilizing digital subscriber line (DSL) technology. At RHYTHMS, Mr. Chandler was
responsible for raising over $2 Billion for the company and in 2001 led the
financial restructuring of RHYTHMS which resulted in the sale of its assets to
Worldcom. From 1996 to 1998 Mr. Chandler served as President and Chief Executive
Officer of C-COR.net, a pioneer in the cable television industry. Under Mr.
Chandler's leadership, C-COR.net's revenues increased to over $150 million, and
was named by FORTUNE magazine as one of the 100 fastest-growing public
companies. Mr. Chandler earned an M.B.A. from the Wharton School of Business at
the University of Pennsylvania, and a B.A. from Whitworth College. Mr. Chandler
currently serves as a member of the Board of Directors for two privately held
companies.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Proposal 2
The Audit Committee has recommended and the Board of Directors has
appointed Tanner + Co. to serve as the Company's auditors for the fiscal year
ended December 31, 2003. Tanner + Co. has audited the Company's financial
statements since fiscal year ended December 31,1997. Representatives from the
firm are expected to be present at the Annual Meeting of Shareholders, where
they will have an opportunity to make a statement if they desire to do so, and
will be available to respond to appropriate questions.
The Board of Directors recommends that the shareholders vote "for"
ratification of the appointment of Tanner + Co. as the Company's independent
public accountants for fiscal year 2003.
Audit Fees
Tanner + Co. billed the Company approximately $39,000 for professional
services related to the review of the Company's financial statements on Form
10-Q filed in 2001, and for the audit of the Company's annual financial
statements on Form 10-K for the fiscal year ended December 31, 2001. Tanner +
Co. billed the Company approximately $47,000 for professional services related
to the review of the Company's financial statements on Form 10-Q filed in 2002,
and for the audit of the Company's annual financial statements on Form 10-K for
the fiscal year ended December 31, 2002.
Audit-Related Fees
None
-3-
Tax Fees
Tanner + Co. billed the Company approximately $7,000 for services related
to the preparation and filing of the Company's Federal and State Income Tax
returns for the fiscal year ended December 31, 2001. Tanner + Co. billed the
Company approximately $6,000 for services related to the preparation and filing
of the Company's Federal and State Income Tax returns for the fiscal year ended
December 31, 2002.
All Other Fees
Tanner + Co. billed the Company approximately $9,000 for the purchase and
installation of upgraded accounting software and assistance related to the
filing of reports on the EDGAR system of the Securities Exchange Commission for
the fiscal year ended December 31, 2001. Tanner + Co. billed the Company
approximately $3,000 for the purchase of accounting software support and other
accounting assistance for the fiscal year ended December 31, 2002.
BOARD MEETINGS AND COMMITTEES
Board Meetings
The Company's Board of Directors met twelve times during 2002. Each of the
Company's directors attended at least 75% of the meetings of the Board of
Directors. All directors of the Company hold office until the next annual
meeting of shareholders and until their successors have been elected and
qualified.
Audit Committee
The Audit Committee consists of the two non-management directors, Lowell K.
Anderson and Richard Gommermann. Each member of the audit committee is
considered independent and qualified in accordance with applicable independent
director and audit committee listing standards. The Company's Board of Directors
has adopted a written charter for the Audit Committee. The Audit Committee met
one time in fiscal year 2002 and has already met one time in fiscal 2003.
Audit Committee Report
The Audit Committee has met with management and discussed the Company's
internal controls, the quality of the Company's financial reporting, the results
of internal and external audit examinations, and the audited financial
statements. In addition, the Audit Committee has met with the Company's
independent auditors, Tanner + Co., and discussed all matters required to be
discussed by the auditors with the Audit Committee under Statement on Auditing
Standards No. 61 (communication with audit committees). The Audit Committee
received and discussed with the auditors their annual written report on their
independence from the Company and its management, which is made under
Independence Standards Board Standard No. 1 (independence discussions with audit
committees), and considered with the auditors whether the provision of financial
information systems design and implementation and other non-audit services
provided by them to the Company during 2002 was compatible with the auditors'
independence.
In performing these functions, the Audit Committee acts only in an
oversight capacity. In its oversight role, the Audit Committee relies on the
work and assurances of the Company's management, which is responsible for the
integrity of the Company's internal controls and its financial statements and
reports, and the Company's independent auditors, who are responsible for
performing an independent audit of the Company's financial statements in
accordance with generally accepted auditing standards in the United States of
America, and for issuing a report on these financial statements.
-4-
Based upon the reviews and discussions described above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, for filing with the Securities and Exchange Commission.
Respectfully submitted ,
Lowell K. Anderson
Richard Gommermann
EXECUTIVE OFFICERS
The following table sets forth certain biographical information with
respect to the executive officers of the Company:
Name Age Title
- ---- --- -----
Robert H. Reback 43 President and Chief Executive Officer, Director
David P. Faulkner 47 Executive Vice President of Sales and Marketing
Michael D. Feaster 32 Vice President of Software Development
Steven K. Sorensen 44 Vice President and Chief Technical Officer
Each officer serves at the discretion of the Board of Directors. There is
no arrangement or understanding between any officer and any other person
pursuant to which the officer was or is to be selected as a officer or nominee.
There are no family relationships between any of the officers and/or between any
of the officers and directors.
David P. Faulkner was appointed as Executive Vice President of Sales and
Marketing in June 2002. He joined the Company as Executive Vice President of
Operations in August 1996, was appointed Executive Vice President of Marketing
in January 1997, and Managing Director of Machine Control Products in June 2001.
From 1986 to 1996, Mr. Faulkner was employed as manager of PLC Marketing,
manager of Automotive Operations and district sales manager for GE Fanuc
Automation, a global supplier of factory automation computer equipment
specializing in programmable logic controllers, factory software and computer
numerical controls. Mr. Faulkner has a B.S. degree in Electrical Engineering and
an M.B.A. degree from Rensselaer Polytechnic Institute.
Michael D. Feaster, has served as Vice President of Software Development of
the Company since December 1998. From April 1998 to December 1998, he was
Director of Customer Services of the Company. From 1994 to 1998, Mr. Feaster was
Vice President of Software Development at Century Software, Inc. During that
time, Century Software, Inc. was a global supplier of PC to UNIX connectivity
software, specializing in internet access of Windows to legacy mission critical
applications. From 1988 to 1994, he served as a software engineer contractor and
subcontractor for such companies as Fidelity Investments, IAT, Inc., NASA, and
Mexico's Border Inspection Division. Mr. Feaster attended Southwest Missouri
University from 1987 to 1990.
Dr. Steven K. Sorensen, has served as Vice President and Chief Technical
Officer of the Company since November 2001. Prior to that he served as Vice
President and Chief Engineer from May 1990 to November 2001. Prior to joining
the Company, Dr. Sorensen was an Associate Professor of Engineering at Brigham
Young University, Provo, Utah, where he received his Ph.D. degree in Mechanical
Engineering. Dr. Sorensen has been working to develop the Company's technology
for the past thirteen years and is one of the principal architects of many of
the Company's most important products.
-5-
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
Directors of the Company receive no cash compensation, but are reimbursed
for expenses. Each director has been granted stock options to purchase shares of
common stock at an exercise price per share equal to or in excess of 110% of the
market price at the time of grant. Options vest immediately and become
exercisable at a pro rata amount each month, such that 100% of the options
become exercisable within one year after the date of grant. The following table
summarizes the options held by each of the Company's directors.
Exercise Exercise Exercise Exercise
Price Price Price Price
Name $0.35 (1) $1.00 (2) Price $2.50(3) Price $3.50 (4)
- ----- --------- --------- -------------- ---------------
Lowell K. Anderson (5) 50,000 50,000 48,000 24,000
Joe K. Johnson 50,000 50,000 0 0
Richard Gommermann (5) 50,000 50,000 0 0
Randall A. Mackey (5) 50,000 50,000 48,000 24,000
Alan Weber (6) 0 0 0 0
Scott C. Chandler (6) 0 0 0 0
___________________________
(1) All options exercisable at $0.35 per share were granted in October 2002.
(2) All options exercisable at $1.00 per share were granted in July 2001.
(3) Messrs. Anderson and Mackey were each granted options to purchase 8,000,
24,000 and 24,000 shares of the Company's common stock at $2.50 per share, in
January 1998, June 1998 and June 1999, respectively. In January 2003, 8,000 of
these options expired, none having been exercised.
(4) All options exercisable at $3.50 per share were granted in June 2000.
(5) Messrs. Anderson, Gommermann, and Mackey have not been nominated for
re-election to the Board of Directors and their terms as Board members will
expire when their successors are elected at the annual meeting, on May 10, 2003.
(6) On April 10, 2003, Messrs. Weber and Chandler were nominated to serve as
Directors. Their names are being presented for election to the Board at the
annual meeting on May 10, 2003.
-6-
Executive Officer Compensation
The following table discloses compensation, for the three fiscal years
ended December 31, 2002, 2001 and 2000, respectively, paid by the Company to the
named executive officers whose annual compensation equals or exceeds $100,000
(collectively the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-----------------------------------------
Awards Payout
Annual Compensation ------------------------- ------
------------------------------------- Restricted Securities Long-term
Stock Underlying Incentive All Other
Name and Principal Position Year Salary($) Bonus($) Other Awards ($) Options Payout ($) Compensation
- --------------------------- ---- --------- -------- ----- ---------- ---------- ---------- ------------
Robert H. Reback, President 2002 150,046 0 0 0 0 0 10,309 (1)
2001 145,000 0 0 0 650,000 0 9,175 (1)
2000 133,713 20,000 (6) 0 0 100,000 0 7,670 (1)
David P. Faulkner, Executive 2002 149,921 0 0 0 0 0 10,059 (2)
Vice President of Sales and 2001 145,000 0 0 0 500,000 0 8,925 (2)
2000 120,000 15,000 (6) 0 0 100,000 0 7,670 (2)
Michael D. Feaster, Vice 2002 123,509 0 0 0 0 0 6,934 (3)
President of Software 2001 123,500 0 0 0 300,000 0 5,537 (3)
Development 2000 114,328 10,000 (6) 0 0 100,000 0 5,208 (3)
Steven K. Sorensen, Vice 2002 99,750 0 0 0 0 0 2,948 (4)
President and Chief Engineer 2001 97,500 0 0 0 300,000 0 2,859 (4)
2000 97,369 5,000 (6) 0 0 0 0 2,436 (4)
Steven D. Hausle, 2002 57,081 0 (7) 0 0 0 0 1,770 (5)
Former President of 2001 220,000 0 0 0 0 0 5,632 (5)
Semiconductor Division 2000 128,333 0 0 0 200,000 0 3,269 (5)
- ------------------------------------
(1) For the years 2002, 2001 and 2000, respectively, this amount includes
matching contributions of $2,500, $2,400 and $2,400 to the Company's 401k
plan , payments of $1,209, $1,175, and $1,070, for term life insurance
premiums and $6,600, $5,600, and $4,200 for an automobile allowance.
(2) For the years 2002, 2001 and 2000, respectively, this amount includes
matching contributions of $2,250, $2,150, and $2,400 to the Company's 401k
plan, payments of $1,209, $1,175, and $1,070 for term life insurance
premiums and $6,600, $5,600, and $4,200 for an automobile allowance.
(3) Includes matching contributions of $1,634 and $260 to the Company's 401k
plan for year 2002 and 2001, respectively. Also includes $1,100, $1,077,
and $1,008 for term life insurance premiums in 2002, 2001 and 2000,
respectively. Also includes $4,200 for an automobile allowance in 2002,
2001 and 2000.
(4) For the years 2002, 2001 and 2000, respectively, this amount includes
matching contributions of $2,000, $1,947 and $1,700 to the Company's 401k
plan, and payments of $948, $912 and $805 for term life insurance premiums.
(5) Includes matching contributions of $4,228 and $2,567 to the Company's 401k
plan for 2001 and 2000, respectively. Includes $1,404 and $702 for term
life insurance premiums in 2001 and 2000, respectively.
(6) Bonus amounts listed on the table are shown in the year they were earned.
Actual payments were made in the subsequent fiscal period.
(7) Mr. Hausle was no longer employed with the Company effective May 3, 2002.
OPTION GRANTS IN LAST FISCAL YEAR
The table titled "Option Grants in Last Fiscal Year" has been omitted
because there were no options granted to the Executive Officers of the Company
during the fiscal year ended December 31, 2002. However, subsequent to year end,
on January 2, 2003, Mr. Reback was granted options to purchase 300,000 shares of
common stock, Messrs. Faulkner and Feaster were each granted options to purchase
250,000 shares of common stock, and Mr. Sorensen was granted options to purchase
150,000 shares of common stock.
-7-
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options at
Shares Options at Fiscal Year-End (#) Fiscal Year-End ($)(1)
Acquired on Value ------------------------------ ------------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------ ----------- ------------- ----------- -------------
Robert H. Reback 0 0 483,333 266,667 0 0
David P. Faulkner 0 0 458,333 241,667 0 0
Michael D. Feaster 0 0 333,750 166,250 0 0
Steven K. Sorensen 0 0 200,000 100,000 0 0
- -------------------
(1) Closing market value per share of the Company's common stock at December 31,
2002, of $.12, minus the respective exercise prices of $0.35, $1.00, $2.50,
$3.00, or $3.50.
LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR
The table titled "Long-Term Incentive Plans - Awards in Last Fiscal Year"
has been omitted because there were no long-term incentive plan awards during
the year ended December 31, 2002, to either the Company's Executive Officers or
Directors.
EMPLOYMENT AGREEMENTS
President and Chief Executive Officer
The Company has an employment agreement, effective November 30, 2001, with
Robert H. Reback. The agreement provides that Mr. Reback be employed as
President and Chief Executive Officer of the Company for a term ending December
31, 2003. In the agreement, Mr. Reback is to receive an annual salary of
$150,000, which is subject to increases as the Board of Directors determines in
its discretion. In addition, Mr. Reback is eligible to receive a cash bonus at
the end of each fiscal year, upon the satisfaction of the performance objectives
that shall be determined by the Board of Directors on an annual basis.
The employment agreement also provides for the grant of stock options under
the 1998 Incentive Stock Option Plan to purchase 650,000 shares of the Company's
common stock, at an exercise price of $1.00 per share, which was in excess of
110% of fair market value at date of grant. The options are exercisable over a
five year period from the date of grant and vest in equal amounts on December
31, 2001, 2002 and 2003. In addition, the employment agreement provides that Mr.
Reback cannot compete with the Company during the term of the agreement and for
a period of two years thereafter.
The agreement further provides for severance pay equal to Mr. Reback's
annual salary in effect, but not more than the salary left to be paid during the
remainder of the agreement, if Mr. Reback is terminated without cause by the
Company or resigns for "good reason" (as such terms are defined in the
agreement) and, in such events, all of Mr. Reback's options under the Company's
stock option plan become fully exercisable for their remaining term. If a change
in control of the Company occurs, Mr. Reback is entitled to accelerated vesting
of his options.
-8-
Other Executive Officers
The Company also has employment agreements, effective November 30, 2001,
with each of David P. Faulkner, Michael D. Feaster, and Dr. Steven K. Sorensen.
The respective agreements provide that Mr. Faulkner be employed as Executive
Vice President and Managing Director of Machine Control Products, that Mr.
Feaster be employed as Vice President of Software Development, and that Dr.
Sorensen be employed as Vice President and Chief Technical Officer. The term of
each agreement ends on December 31, 2003. Under the respective agreements, Mr.
Faulkner's annual salary is $150,000, Mr. Feaster's annual salary is $125,000,
and Dr. Sorensen's annual salary is $100,000 or, in each case, such higher
salary as the Board of Directors determines. Each agreement provides that the
executive officer is eligible to receive a cash bonus at the end of each fiscal
year, upon the satisfaction of performance objectives as shall be determined by
the President and Chief Executive Officer of the Company on an annual basis.
The respective employment agreements provide for the granting of stock
options under the 1998 Incentive Stock Option Plan to purchase shares of the
Company's common stock, at an exercise price of $1.00 per share. The options are
exercisable over a five-year period from the date of grant and vest in equal
amounts on December 31, 2001, 2002 and 2003. Under the respective agreements,
Mr. Faulkner was granted options to purchase 500,000 shares of common stock, Mr.
Feaster was granted options to purchase 200,000 shares of common stock, and Dr.
Sorensen was granted options to purchase 300,000 shares of common stock. Each
agreement also provides that the executive officer cannot compete with the
Company during the term of the agreement and for a period of two years
thereafter.
Each agreement further provides for severance pay in an amount equal to six
months of the annual salary then payable to the executive officer, but not more
than the salary left to be paid for the remainder of the agreement, if the
executive is terminated without cause by the Company or resigns for "good
reason" (as such terms are defined in the agreements) and, in such events, all
of the options under the option plan become fully exercisable for their
remaining term. If a change of control of the Company occurs, each executive
officer is entitled to accelerated vesting of his options.
The Company entered into an agreement, effective November 30, 2001 with Mr.
Riley Astill as its Chief Financial Officer at an annual salary of $80,000, and
options to purchase 150,000 shares of common stock. However, in November 2002,
Mr. Astill resigned, forfeiting any and all stock options, with no further
payments being due under the agreement.
The Company entered into a letter agreement, effective May 15, 2000, with
Steven D. Hausle, providing for the employment of Mr. Hausle for a period of two
years ending May 15, 2002, with an annual salary of not less than $220,000. The
agreement further provided for the grant of stock options under the 1998
Incentive Stock Option Plan to purchase 200,000 shares of the Company's common
stock, at an exercise price of $5.00 per share. In May 2002, Mr. Hausle's
employment with the Company was terminated along with this agreement, and the
Company has no further obligations related to it.
BOARD OF DIRECTORS INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors, including Lowell K. Anderson, Richard Gommermann,
and Randall A. Mackey, each of whom is an outside director, reviewed and
approved the compensation and fringe benefits for the Company's officers. The
Board evaluates the performance of all officers and administers the Company's
compensation program for its officers. Although the Board of Directors votes on
and approves compensation for the Chief Executive Officer, Mr. Reback abstains
from participating in the vote. There are no relationships that are considered
interlocks.
-9-
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The Company does not have a compensation committee. Decisions regarding
executive compensation are made by the Board of Directors.
Compensation Philosophy
The Company's compensation philosophy for officers conforms to its
compensation philosophy for all employees generally. The Company's compensation
is designed to:
- - Provide compensation comparable to that offered by companies with similar
business, allowing the Company to successfully attract and retain the
employees necessary to its long-term success.
- - Provide compensation that rewards individual achievement and
differentiates among employees based upon individual performance.
- - Provide incentive compensation that varies according to both the
Company's success in achieving its performance goals and the employee's
contribution to that success; and
- - Provide an appropriate linkage between employee compensation and the
creation of shareholder value through awards that are tied to the Company's
financial performance and by facilitating employee stock ownership.
In furtherance of these goals, the Company's officers' compensation
comprises salary, annual cash bonuses, long-term incentive compensation in the
form of stock options and various fringe benefits, including medical benefits,
401(k) savings plan, and a car allowance.
Annual Compensation
Base Salary
The Board of Directors reviewed the salaries of all the officers of the
Company for fiscal year 2002. Salary decisions concerning the officers were
based upon a variety of considerations consistent with the compensation
philosophy stated above. First, salaries were competitively set relative to both
other companies in the software industry and other comparable companies. Second,
the Board of Directors considered each officer's level of responsibility and
individual performance, including an assessment of the person's overall value to
the Company. Third, internal equity among employees was factored into the
decision. Finally, the Board of Directors considered the Company's financial
performance and its ability to absorb any increases in salaries. For fiscal year
2002 there were no increases in base salary for any of the Company's officers.
Annual Incentive Bonuses
Each officer is eligible to receive an annual cash bonus that is generally
paid pursuant to an incentive compensation formula established at the beginning
of a year in connection with the preparation of the Company's operating budget
for the year. In formulating decisions with respect to cash bonus awards, the
Board of Directors evaluates each officer's role and responsibility in the
Company and other factors that the Board deems relevant to motivate each officer
to achieve strategic performance goals. Long-Term Compensation
-10-
Stock Options
The Company has a stock option plan (the 1998 Incentive Stock Option Plan)
that is designed to align the interests of the shareholders and the Company's
officers in the enhancement of shareholder value. Stock options are granted
under the plan by the Board of Directors, including at least a majority vote by
the disinterested members of the board who are currently Lowell K. Anderson,
Richard Gommermann, and Randall A. Mackey. Stock options are granted at an
exercise price not lower than the fair market value of the Company's common
stock on the date of grant. In making decisions regarding the stock option plan,
the Board of Directors evaluates the Company's overall financial performance for
the year, the desirability of long-term service from an officer and the number
of stock options held by other officers in the Company who have the same, more
or less responsibility. To encourage long-term performance, the stock options
granted under the plan generally vest ratably over a four-year period and expire
five years after the date of grant.
Compensation of Chief Executive Officer
Since June 2001, Robert H. Reback has been the President and Chief
Executive Officer of the Company. Compensation for Mr. Reback for fiscal year
2002 was based upon the compensation philosophy stated above. During fiscal year
2002, Mr. Reback received a base annual salary amount of $150,000. This base
salary amount was unchanged from fiscal year 2001. Mr. Reback is also eligible
to receive an annual cash bonus based upon the compensation philosophy regarding
bonuses stated above. Though eligible to receive an annual bonus, Mr. Reback did
not receive any such bonus in fiscal year 2002.
Mr. Reback is eligible to participate in the Company's long-term incentive
programs. During fiscal year 2002, Mr. Reback did not receive any incentive
stock options to purchase shares of the Company's common stock. However,
subsequent to year end, on January 2, 2003, Mr. Reback was granted options to
purchase 300,000 shares of common stock. In fiscal year 2001, Mr. Reback
received options to purchase 650,000 shares of the Company's common stock. The
total compensation for Mr. Reback for fiscal years 2002, 2001 and 2000 is
disclosed in the "Summary Compensation Table" above, and primarily consisted of
salary and stock options.
Respectfully submitted,
Randall A. Mackey
Joe K. Johnson
Lowell K. Anderson
Richard Gommermann
-11-
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 2002 the Company issued 600 warrants to Joe K. Johnson, a
member of the Company's Board of Directors. Each warrant entitles Mr. Johnson to
purchase 500 shares of the Company's common stock at $0.35 per share, for a
total of 300,000 shares. These warrants were authorized to be issued to any
holders of the Company's 1997 Senior Notes, that had either converted their
Senior Notes into the Company's common stock or would agreed to convert their
Senior Notes into common stock at a price greater than $0.75 per share. Mr.
Johnson exchanged $600,000 of 1997 Senior Notes for 400,000 shares of the
Company's common stock in June 1998.
In May 2000, the Company purchased a residential property, which it
immediately resold to Michael D. Feaster, the Company's Vice President of
Software Development. The Company received in return a promissory note, with a
principal balance of $417,557, bearing interest at 10%, secured by the property.
Interest payments were to be made twice each month, with the principal due on
May 31, 2002. On April 3, 2001, Mr. Feaster paid $379,200, leaving a balance due
on the note in the amount of $38,357. On April 27, 2001, Mr. Feaster paid the
remaining balance on the note.
Randall A. Mackey, Chairman of the Board of the Company, is President and a
shareholder of the law firm of Mackey Price & Thompson, which has rendered legal
services to the Company. Legal fees and expenses paid to Mackey Price & Thompson
for fiscal years ending December 31, 2000, 2001 and 2002 totaled $27,964,
$135,825, and $117,068, respectively.
On March 18, 2002, Steven D. Hausle, then President of the Company's
semiconductor division, was suspended pending investigation by the Company into
alleged violations of Company policy and Company proprietary interests. On April
12, 2002, Steven D. Hausle, Daniel J. Garnett M.D., Stephanie A. Garnett,
Axcient Corporation, and Ronald Tripiano, as plaintiffs, filed suit against the
Company, Robert H. Reback and Randall A. Mackey, as defendants, in United States
District Court, Northern District of California, San Jose Division, Case Number
C02-01769. The complaint alleges breach of oral and written contract, fraud,
negligent misrepresentation, breach of privacy, unfair competition, wrongful
termination, negligence and shareholder derivative claims for breach of
fiduciary duties, constructive fraud, negligence, and seeks injunctive and
declaratory relief. The plaintiffs are demanding $16,000,000 and a jury trial.
In response to the complaint, the Company filed a motion to dismiss and/or
transfer. Messrs. Reback and Mackey also filed a motion to dismiss and/or
transfer. Although the court issued "Tentative Rulings" granting and denying
various aspects of the motions, a final ruling on the motions has yet to be
issued. The Company believes the complaint is without merit and intends to
continue to vigorously defend the action. On May 16, 2002, the Company filed an
action in the United States District Court, District of Utah, Case Number
2-02CV-0484K asserting certain claims against Mr. Hausle and Axcient
Corporation. No response has been filed, as by agreement the date to respond
falls within a period after the court rules on the aforesaid motions in the
California case.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers, directors and greater than 10% shareholders to file reports
of ownership and periodic changes in ownership of the Company's common stock
with the Securities and Exchange Commission. These reports are made on Forms
3,4, and 5. Such persons are also required to furnish the Company with copies of
all Section 16(a) reports they file.
-12-
Based solely on its review of the copies of Forms 3, 4, and 5 received with
respect to fiscal year 2002, or written representations from certain reporting
persons, the Company believes that all filing requests applicable to its
directors, officers and greater than 10% beneficial owners were complied with,
except that (i) Dr. Lowell K. Anderson, Richard Gommermann, Joe K. Johnson and
Randall A. Mackey, directors of the Company, through an oversight, each filed a
late Form 4 reporting the receipt of stock options; and (ii) Robert H. Reback,
David P. Faulkner, Dr. Steven K. Sorensen, Michael D. Feaster, officers of the
Company, through an oversight, each filed a late Form 4 reporting the receipt of
stock options.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth information with respect to beneficial
ownership of the Company's common stock (inclusive of options and warrants), as
of April 15, 2003, for each beneficial owner of more than 5% of the Company's
common stock that is known to the Company:
Number of Shares Percent of
Name and Address of Common Stock Ownership
- -------------------------------------- ---------------- -----------
Securities and Exchange Commission v.
Paul A. Bilzerian, et al., Civil Action
89-1854 (SSH) Receivership Estate (1)(2) 6,207,649 25.8%
1994 Bilzerian Irrevocable Trust (1)(2) 1,648,500 6.9%
Joe K. Johnson, Director (3)(4)(5) 1,549,693 6.4%
- ---------------------------------------
(1) The address for the Receivership Estate is Piper Murbury Rudnick & Wolfe
LLP, 1200 Nineteenth Street, N.W., Washington, D.C. 20036-2412. The address
for the 1994 Bilzerian Irrevocable Trust is Park Tower, Suite 2630, 400
North Tampa Street, Tampa, Florida 33602.
(2) Under the terms of the Final Judgment by Consent Against Terri L. Steffen,
Overseas Holding Limited Partnership, Overseas Holding Co., Bicoastal
Holding Co., The Paul A. Bilzerian and Terri L. Steffen 1994 Irrevocable
Trust, Loving Spirit Foundation and Puma Foundation, Civil Action No.
89-1854 (RCL), dated January 16, 2002, Judge Royce C. Lamberth of the
United States District Court for the District of Columbia ordered that such
shares be subject to an irrevocable proxy in favor of the court appointed
receiver who is Deborah R. Meshulan of the Washington, D.C. law firm of
Piper Marbury Rudnick & Wolfe LLP until such shares are disposed of in an
arms-length transaction. Also includes shares delivered to the receiver by
Mr. Ernest B. Haire, III, pursuant to the same civil action. The legal name
of the 1994 trust is "The Paul A. Bilzerian and Terri L. Steffen 1994
Irrevocable Trust for the benefit of Adam J. Bilzerian and Dan B.
Bilzerian".
(3) The address for Mr. Johnson is c/o Cimetrix Incorporated, 6979 South High
Tech Drive, Salt Lake City, Utah 84047-3757.
(4) Includes 83,332 shares of common stock which Mr. Johnson has the right to
acquire within 60 days upon the exercise of stock options. Includes 800,000
shares held by Aspen Capital Resources, LLC, of which Mr. Johnson is the
manager. Also includes shares held by the Johnson Fixed Charitable Trust
and the Johnson Foundation, for which Mr. Johnson is a Trustee.
(5) Shares of common stock subject to options currently exercisable or
exercisable within 60 days after the Record Date are deemed outstanding for
purposes of computing Mr. Johnson's percentage ownership.
-13-
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to beneficial
ownership of the Company's common stock (inclusive of options and warrants), as
of April 15, 2003 for each executive officer of the Company and all executive
officers and directors as a group:
Number of Shares Percent of
Name, Title, and Address(1) of Common Stock Ownership (11)
- ---------------------------- ----------------- ---------------
Joe K.Johnson, Director (2) 1,549,693 6.4%
Dr. Lowell K. Anderson, Director (3) 310,782 1.3%
Richard Gommermann, Director (4) 318,682 1.3%
Randall A. Mackey, Director (5) 155,332 *
Robert H. Reback, President, CEO
and Director (6) 656,833 2.7%
Alan Weber, Director (7) 0 *
Scott C. Chandler Director (7) 0 *
Steven K. Sorensen, VP and Chief Engineer (8) 442,390 1.8%
Michael D. Feaster, VP of Software Dev. (9) 340,000 1.4%
David P. Faulkner, Exec. VP of
Sales & Mktg. (10) 530,833 2.2%
Executive officers and directors
as a group (8 persons) 4,304,545 17.7%
- -----------------------------
* Less than 1%.
(1) The address for Mr. Johnson is 8989 South Schofield Circle, Sandy, Utah
84093. The address for Dr. Anderson is 2848 North Foothill Drive, Provo,
Utah 84604. The address for Mr. Mackey is 1474 Harvard Avenue, Salt Lake
City, Utah 84105. The address for Mr. Gommermann is 515 Ash Street, Denver,
Colorado 80220. The addresses for Messrs. Reback, Sorensen, Feaster, and
Faulkner, are c/o Cimetrix Incorporated, 6979 South High Tech Drive, Salt
Lake City, Utah 84047-3757.
(2) Includes 83,332 shares of common stock which Mr. Johnson has the right to
acquire within 60 days upon the exercise of stock options. Includes 800,000
shares held by Aspen Capital Resources, LLC, of which Mr. Johnson is the
manager. Also includes shares held by the Johnson Fixed Charitable Trust
and the Johnson Foundation, for which Mr. Johnson is a Trustee.
(3) Includes 155,332 shares of common stock which Dr. Anderson has the right to
acquire within 60 days upon the exercise of stock options.
(4) Includes 37,500 shares of common stock which Mr. Gommermann has the right
to acquire within 60 days upon the exercise of warrants. Also includes
83,332 shares of common stock which Mr. Gommermann has the right to acquire
within 60 days upon the exercise of stock options.
(5) Includes 155,332 shares of common stock which Mr. Mackey has the right to
acquire within 60 days upon the exercise of stock options.
(6) Includes 508,333 shares of common stock which Mr. Reback has the right to
acquire within 60 days upon the exercise of stock options. Also includes
37,500 shares which Mr. Reback has the right to acquire within 60 days upon
the exercise of warrants.
(7) Messrs. Weber and Chandler have been nominated to serve as Directors only.
Their terms will begin May 10, 2003 if elected by a majority of votes at
the Shareholders Meeting on that date.
(8) Includes 200,000 shares of common stock which Mr. Sorensen has the right to
acquire within 60 days upon the exercise of stock options.
(9) Includes 340,000 shares of common stock which Mr. Feaster has the right to
acquire within 60 days upon the exercise of stock options.
(10) Includes 508,333 shares of common stock which Mr. Faulkner has the right to
acquire within 60 days upon the exercise of stock options. Also includes
22,500 shares of common stock which Mr. Faulkner has the right to acquire
within 60 days upon the exercise of warrants.
(11) All applicable percentage ownership is based on 24,089,833 shares of common
stock outstanding as of the Record Date, together with applicable options
and warrants for the share owners. Shares of common stock subject to
options currently exercisable or exercisable within 60 days after the
Record Date, are deemed outstanding for computing the percentage ownership
of the person holding the options, but are not deemed outstanding for
computing the percentage of any other person.
-14-
PERFORMANCE GRAPH The following graph shows a comparison of the five year
cumulative total return for the Company's Common Stock, the Nasdaq Stock Market
(U.S.) Index, and the Nasdaq Computer and Data Processing Stocks Index, assuming
an investment of $100 on December 31, 1997. The cumulative return of the Company
was computed by dividing the difference between the price of the Company's
Common Stock at the end and the beginning of the measurement period (December
31, 1997 to December 31, 2002) by the price of the Company's Common Stock at the
beginning of the measurement period.
[OBJECT OMITTED]
-15-
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 (including audited financial statements) accompanies this
proxy statement. An additional copy will be furnished without charge to
beneficial stockholders or stockholders of record upon request to Joe K.
Johnson, Interim Chief Financial Officer, Cimetrix Incorporated, 6979 South High
Tech Drive, Salt Lake City, Utah 84047-3757.
SHAREHOLDERS PROPOSALS
Shareholders who wish to include proposals for action at the Company's 2004
Annual Meeting of Shareholders in next year's proxy statement must, in addition
to other applicable requirements, cause their proposals to be received in
writing by the Company at its address set forth on the first page of this Proxy
Statement no later than January 1, 2004. Such proposals should be addressed to
the Company's Secretary and may be included in next year's proxy statement if
they comply with certain rules and regulations promulgated by the Securities and
Exchange Commission.
OTHER MATTERS
Management knows of no matters other than those listed in the attached
Notice of the Annual Meeting, which are likely to be brought before the Annual
Meeting. However, if any other matters should properly come before the Annual
Meeting or any adjournment thereof, the persons named in the enclosed proxy will
vote all proxies given to them in accordance with their best judgment of such
matters.
By Order of the Board of Directors,
/s/ Brian L.Phillips
--------------------
Brian L. Phillips
Secretary and Treasurer
Salt Lake City, Utah
April 15, 2003
-16-
FORM OF PROXY CARD FOR ANNUAL MEETING OF STOCKHOLDERS OF CIMETRIX INCORPORATED
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CIMETRIX INCORPORATED
I, as shareholder of common stock of Cimetrix Incorporated (the "Company"),
revoke any previous proxies and appoint Joe K. Johnson and Robert H. Reback, and
either of them, as my proxy to attend the annual meeting of shareholders of the
Company to be held on May 10, 2003, and any adjournment thereof, and to
represent, vote, consent, and otherwise act for me and for my shares in the same
manner and with the same effect as if I am personally present. Without limiting
the generality of the foregoing, my proxy shall vote as follows on the following
matters:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED.
IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR THE NOMINEES NAMED
IN PROPOSAL 1, FOR PROPOSAL 2, AND IN ACCORDANCE WITH THEIR DISCRETION ON SUCH
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
- --------------------------------------------------------------------------------
^Fold and Detach Here^
Please mark your votes an indicated in the example [X]
-17-
<page>
FOR all nominees WITHHOLD
listed (except as AUTHORITY to vote
marked to the for all nominees
contrary*). listed.
Item 1 - ELECTION OF DIRECTORS. [ ] [ ]
Nominees for election to the Board of Directors:
Joe K. Johnson
Robert H. Reback
Alan Weber
Scott C. Chandler
(*Draw a line through the name of any director for whom you wish to withhold
authority to vote.)
FOR AGAINST ABSTAIN
Item 2 - RATIFICATION OF APPOINTMENT OF [ ] [ ] [ ]
INDEPENDENT PUBLIC ACCOUNTANTS
Please sign exactly as name appears on this Proxy. 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 President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Signature________________________Dated:__________,2003.
- ---------------------------------------------
Typed or printed name and or title
Signature________________________Dated:__________,2003.
- ---------------------------------------------
Typed or printed name and or title
-18-