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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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[GENELINK LOGO]
December 1, 2000
TO OUR SHAREHOLDERS:
Enclosed along with this letter is a Notice of Annual Meeting of Shareholders
scheduled for December 27, 2000 and the accompanying Proxy Statement and Proxy.
I would like to take this opportunity to bring you up to date on some exciting
developments concerning the Company;
- -- GeneLink is extremely excited about its new relationship with HealthScreen
America, a personal health management company. HealthScreen provides medical
services that help determine your risk for diseases such as osteoporosis,
cancer, heart disease and diabetes, through CT scans other imaging tests. We
have entered into a letter of intent with HealthScreen America, whereby
HealthScreen will offer our DNA banking services to all its clients.
- -- While our patents are still pending, we hope to have an answer from the U.S.
Patent Office early next year.
- -- GeneLink continues to penetrate the deathcare industry. We have engaged the
services of Ronald P. Robertson as Director of Special Markets. Mr. Robertson
has over thirty years experience as a sales and marketing executive in the
funeral and cemetery industries, most recently as Vice President of Sales for
The Loewen Group International, Inc. Mr. Robertson will focus on the cemetery
and cremation industries.
- -- We have entered into a Distribution and Supply Contract with LifeLink
Genetics, Inc. Based in Iowa, LifeLink Genetics is a newly developed company to
specifically market GeneLink's DNA Collection Kit to the deathcare industry,
focusing on the cemetery and cremation business. This Supply Contract will
generate an instant revenue stream for our products.
- -- GeneLink has been endorsed by the International Order of the Golden Rule, an
organization of 1,000 independently owned funeral homes, and we have signed up
the initial responses and scheduled training for this month.
- -- Prime Business Successions, Inc., owner of 140 funeral homes, continues to
offer our product, and sales are steadily increasing on a monthly basis.
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P.O. Box 3212 - Margate, New Jersey 08402 - (609) 823-6991 - Fax (609) 823-6616
Email: genelink@aol.com - Web Address: bankdna.com
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- -- GeneLink's contract with the University of North Texas Health Science Center
at Fort Worth now includes 75 year storage terms for GeneLink clients, which
storage is guaranteed by the University. We believe that GeneLink is the only
DNA banking company that offers DNA storage for this length of time.
- -- We have attended the National Genetic Counselors Convention held in Georgia
last month, and we hope to continue to receive their support. GeneLink has been
a supporter of the National Genetic Counselors organization for the past
4 years.
- -- GeneLink's investment banking firm, Brennan, Dyer & Company, continues their
support for the Company and continues to raise capital for the Company.
We look forward to a very exciting and successful year. We wish you and your
families a Happy, Healthy & Prosperous New Year.
Very truly yours,
/s/ John R. DePhillipo
- ----------------------
John R. DePhillipo
Chairman/CEO
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GENELINK, INC.
100 S. Thurlow Street
Margate, New Jersey 08402
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 27, 2000
To the Shareholders of Genelink, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Genelink, Inc. (the "Company"), a Pennsylvania corporation, will be held at 9:00
a.m. on December 27, 2000 at Tropicana Hotel & Casino Resort, Pageant Room,
Brighton Avenue and the Boardwalk, Atlantic City, New Jersey (the "Meeting"),
for the following purposes:
1. To elect two (2) directors to serve until the next Annual Meeting of
Shareholders or until their respective successors are elected and
qualified,
2. To approve the Company's 2000 Stock Option Plan, and
3. To transact such other business as may properly be brought before the
Meeting or any adjournment(s) thereof.
Only shareholders of record at the close of business on November 30,
2000, are entitled to notice of, and to vote at, the Meeting or any
adjournment(s) thereof.
Whether or not you plan to be present at the Meeting, you are requested
to sign and return the enclosed proxy in the envelope provided so that your
shares will be represented. The giving of such proxy will not affect your right
to vote in person should you later decide to attend the Meeting. Please date and
sign the enclosed proxy and return it promptly in the enclosed envelope.
By Order of the Board of Directors,
John R. DePhillipo
Chairman of the Board
Margate, New Jersey
December 1, 2000
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GENELINK, INC.
100 S. THURLOW STREET
MARGATE, NEW JERSEY 08402
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 27, 2000
This Proxy Statement is furnished to shareholders of Genelink, Inc.
(the "Company"), a Pennsylvania corporation, in connection with the solicitation
of proxies on behalf of the management of the Company for use at the Annual
Meeting of Shareholders to be held at Tropicana Hotel & Casino Resort, Pageant
Room, Brighton Avenue and the Boardwalk, Atlantic City, New Jersey on December
27, 2000 at 9:00 a.m., and at any and all adjournments thereof (the "Meeting"),
for the purpose of considering and acting upon the matters referred to in the
preceding Notice of Annual Meeting and more fully discussed below.
This Proxy Statement and the accompanying form of proxy were first
mailed to shareholders of the Company entitled to notice of, and to vote at, the
Meeting on or about December 1, 2000.
Quorum and Voting
The presence, in person or by proxy, of the holders of a majority of
the shares of Common Stock issued and outstanding is necessary to constitute a
quorum at the Meeting. Shareholders are entitled to one vote per share of Common
Stock held on any matter which may properly come before the Meeting. Any
shareholder executing and delivering the accompanying proxy has the power to
revoke the same by giving notice to the Secretary of the Company. The presence
at the Meeting of a shareholder will not revoke his proxy. Proxies in the
accompanying form which are properly executed, duly returned to the Company and
not revoked will be voted in accordance with the instructions therein. The
candidates receiving the highest number of votes up to the number of directors
to be elected shall be elected directors of the Company. IF NO INSTRUCTION IS
GIVEN WITH RESPECT TO ANY PROPOSAL TO BE ACTED UPON, THE PROXY WILL BE VOTED FOR
THE ELECTION OF ALL OF THE NOMINEES NAMED IN THE PROXY AND FOR APPROVAL OF THE
COMPANY'S 2000 STOCK OPTION PLAN. No matter is expected to be considered at the
Meeting other than the proposals set forth in the accompanying Notice of Annual
Meeting, but if any other matters are properly brought before the Meeting for
action, it is intended that the persons named in the proxy and acting thereunder
will vote their discretion on such matters.
Record Date and Shares Outstanding
The close of business on November 30, 2000, has been fixed as the
record date for the determination of shareholders entitled to receive notice of,
and to vote at, the Meeting. The stock transfer books will not be closed. As of
November 30, 2000, there were issued and outstanding 12,814,832 shares of the
Company's Common Stock.
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PRINCIPAL SHAREHOLDERS
The following table sets forth information as of November 30, 2000
regarding (i) each person known to the Company to beneficially own more than
five percent of its Stock and (ii) the Company's directors as a group.
Approximate
Number of Shares Percentage
Name Beneficially Owned Of Stock Outstanding
---- ------------------ --------------------
Robert P. Ricciardi(1) 4,250,000 24.99%
Edmund T. and
Linda J. DelGuercio 2,250,000 17.64%
John R. DePhillipo(2) 1,978,820 13.43%
Maria DePhillipo(3) 1,768,800 13.87%
Directors as a Group 6,228,820(1)(2) 38.42%
(1) Includes options to acquire 400,000 shares at an exercise price of
$0.10 per share and options to acquire 1,000,000 shares at an exercise price of
$1.00.
(2) Includes options to acquire 478,820 shares at an exercise price of
$0.10 per share, options to acquire 500,000 shares at an exercise price of $0.20
per share and options to acquire 1,000,000 shares at an option price of $1.00
per share. Mr. DePhillipo is the spouse of Maria DePhillipo.
(3) Maria DePhillipo is the trustee of various family trusts owning an
aggregate of 400,000 shares of Common Stock and disclaims any beneficial
ownership of these shares. Maria DePhillipo is the spouse of John R. DePhillipo.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Long-Term
Year Annual Compensation Compensation
---- ------------------------------- ------------------------
Awards Payouts
------ -------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Other Securities
Annual Restricted Underlying
Compen- Stock Options/ LTIP All Other
Salary Bonus sation Award(s) SARs (#) Payouts Compensation
($) ($) ($) ($) ($) ($)
------ ----- ------ -------- -------- ------- ------------
JOHN DePHILLIPO, CHIEF
EXECUTIVE OFFICER
1999 $137,500 ------- -------- --------- -------- $100,000(2) $2,400(3)
1998 $125,000 ------- -------- --------- -------- $200,000(2) $4,445(3)
1997 -------- ------- $110,000(1) --------- -------- -------- -----
ROBERT P. RICCIARDI, 1999 $ 60,000 ------- -------- --------- -------- $100,000(2) -----
TREASURER
1998 $ 30,000 ------- -------- --------- -------- $100,000(2) -----
1997 -------- ------- -------- --------- -------- -------- -----
WILLIAM PARISI, 1999 -------- ------- -------- --------- -------- -------- -----
PRESIDENT
1998 -------- ------- -------- --------- -------- -------- -----
1997 -------- ------- $ 45,000(1) --------- -------- -------- -----
TABLE
- -----
(1) - Represents the value of compensation expense relating to cash received
and treated as subscriptions receivable
(2) - Represents the value of vested $ .10 options issued for deferred
compensation
(3) - Represents the cost of life insurance premiums provided from the
Company
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OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants Price Appreciation for Option Term
---- --------------------------------------------------------------- -----------------------------------
(a) (b) (c) (d) (e) (f) (g)
Number of
Securities Percent of
Underlying Total Options/
Option/ SARs Granted to Exercise of
SARs Granted Employees in Base Price Expiration
Name (#) Fiscal Year ($/Sh) Date 5% ($) 10%($)
---- --- ----------- ------ ---- ------ ------
John R.
DePhillipo 1,000,000 45.3% $1.00 07/01/04 $0 $0
Robert P.
Ricciardi 1,000,000 45.3% $1.00 07/01/04 $0 $0
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION/SAR VALUES
(a) (b) (c) (d) (e)
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Fiscal Options/SARs at Fiscal
Shares Acquired Year-End (#) Year-End ($)
Name On Exercise (#) Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- --------------- -------------- ------------------------- -------------------------
John R. DePhillipo 621,180 $163,212 378,820/1,300,000 $ 7,882/$40,000
Robert P. Ricciardi 0 0 800,000/1,200,000 $40,000/$60,000
Employment Agreements with Executive Officers
The Company entered into an employment agreement with John R.
DePhillipo, the Chief Executive Officer and President of the Company, dated
February 24, 1998, which provides for an initial salary of $125,000 per year, an
initial term of five (5) years, benefits, a grant of options to acquire
1,200,000 shares at an exercise price of $0.10 per share, 800,000 of which have
vested, with the remaining balance vested in equal annual installments of
200,000 each, commencing January 1, 2001, registration rights and a two (2) year
restrictive covenant.
The Company entered into a consulting agreement with Dr. Ricciardi
dated, February 24, 1998, which provides for initial compensation of $30,000 per
year in 1998 and $60,000 per year in 1999, an initial term of five (5) years,
the grant of options to acquire 1,000,000 shares at an exercise price of $0.10
per share, 600,000 of which have vested, with the remaining balance vesting in
equal installments of 200,000 each, commencing January 1, 2001, registration
rights, and requires Dr. Ricciardi to perform eight (8) hours of consulting
services per week.
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Compensation of Directors
Directors of the Company are not paid any fees for service as directors
of the Company.
REPORT ON EXECUTIVE COMPENSATION
Introduction
The Board of Directors is responsible for establishing and maintaining
the Company's executive compensation program which is designed to attract and
retain executives who are committed to the long-term success of the Company and
the enhancement of shareholder value.
Compensation Components
Base salary is received annually and any increases are based on the
performance of the Company. Due to the Company's financial and cash flow
position, it was not able to make regular payments of monetary compensation to
any of its executive officers under the agreements described above throughout
1999. The incentive compensation component is paid in the form of stock option
grants. The Board has taken into consideration the inability of the Company to
pay monetary compensation to its executive officers in determining the number of
stock options it granted to the Company's executive officers in 1999.
COMPARISON OF 13 MONTH CUMULATIVE TOTAL RETURN AMONG
GENELINK, INC., THE S & P SMALLCAP 600 INDEX AND THE
S & P HEALTH CARE (MEDICAL PRODUCTS & SUPPLIES) INDEX
11/24/1998 12/1998 12/1999
---------- ------- -------
Genelink, Inc. 100.00 78.67 16.67
S & P Smallcap 600 100.00 112.38 126.32
S & P Health Care (medical products and supplies) 100.00 114.01 105.60
PROPOSAL 1 - ELECTION OF DIRECTORS
In accordance with the Company's By-Laws, the number of directors has
been fixed at two (2) and, accordingly, two (2) directors will be elected at the
Meeting. Each director elected will serve as a director until his or her
successor is elected and shall have qualified. The two (2) persons named below
are management's nominees for election as directors and are the current members
of the Company's Board of Directors.
Management has no reason to believe that any of its nominees will be
unable to serve if elected to office and, to the knowledge of management, its
nominees intend to serve the entire term for which election is sought.
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NOMINEES
Information with respect to each of management's nominees is set forth
in the following table:
Shares of Stock
Beneficially Approximate
Owned as of Percentage of Stock
Name 11/3/00 Outstanding
---- ------- -----------
JOHN R. DEPHILLIPO, 58, Chairman, Chief Executive Officer, President, 1,978,820(1) 13.43%
Secretary and Director of the Company. Mr. DePhillipo, educated at Temple
University in Business Administration, served from 1990 to 1994 as the
Chairman/CEO of Applied Safety, Inc., which developed a retro-fit driver's
side airbag for installation in new or used vehicles. In August 1994,
Applied Safety ceased operations and entered into a license and royalty
agreement with a New York Stock Exchange company which was a worldwide
manufacturer and supplier of airbags. In October 1995, after a lawsuit was
filed in Florida by the other party seeking to terminate the agreement and avoid
future royalty payments, Applied Safety filed for protection under Chapter 11 of
the U.S. Bankruptcy Code, Case #95-17950 DAS. In September 1997, Applied
Safety's plan was confirmed by the bankruptcy court, and Applied Safety has
emerged from bankruptcy.
ROBERT P. RICCIARDI, PH.D., 53, Treasurer and Director of the Company. Dr. 4,250,000(2) 24.99%
Robert Ricciardi is a Professor of Microbiology at the University of
Pennsylvania, where he is Chairman of the Microbiology and Virology Program
of the Molecular Biology Graduate Group. He received his Ph.D. from the
University of Illinois at Urbana in cellular biology. He was a postdoctoral
fellow at Brandeis University and Harvard Medical School in the Department of
Biological Chemistry and was awarded fellowships by the American Cancer
Society, National Institute of Health and Charles A. King Trust. He
developed one of the first techniques in molecular biology which has been
widely used both to map genes and determine the proteins they encode. While
most of his research has centered on basic mechanisms of cancer, he has
developed, patented and has a patent pending for recombinant delivery vectors
for use as vaccines and for potential use in gene therapy. Dr. Ricciardi has
served as a consultant to The National Institutes of Health, Smith Kline and
Beecham's Department of Molecular Genetics, and Children's Hospital of
Philadelphia's Department of Infectious Disease. He has authored 55
publications, has been awarded a NATO Visiting Professorship at Ferrara
Medical School, Italy, and has been an invitational speaker at various
scientific meetings and a seminar guest speaker at the Mayo Clinic and Johns
Hopkins University.
(1) Includes options to acquire 478,820 shares at an exercise price of
$0.10 per share, options to acquire 500,000 shares at an exercise price of $0.20
per share and options to acquire 1,000,000 shares at an option price of $1.00
per share.
(2) Includes options to acquire 400,000 shares at an exercise price of
$0.10 per share and options to acquire 1,000,000 shares at an exercise price of
$1.00.
PROPOSAL 2 - APPROVAL OF THE COMPANY'S 2000 STOCK OPTION PLAN
At the Meeting there will be presented to the Stockholders for their
approval a 2000 Incentive Stock Option Plan (the "2000 Stock Option Plan"),
which was adopted by the Board of Directors on May 22, 2000, subject to the
approval of the Company's Shareholders.
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The 2000 Stock Option Plan shall be administered by the Board of
Directors. Both members of the Board of Directors are officers of the Company
and, individually, are holders of greater than ten percent of the outstanding
and issued shares of the Company.
The complete text of the 2000 Stock Option Plan appears as Exhibit A to
the Proxy Statement. While its main features are summarized below, such summary
is in all respects subject to the complete text of the 2000 Stock Option Plan
set forth in Exhibit A.
Purposes of the Plan
The purposes of the 2000 Stock Option Plan are to enable the Company to
attract and retain the services of key employees and persons with managerial,
professional or supervisory responsibilities, including, but not limited to,
members of the Board of Directors, officers of, and consultants to, the Company,
responsible for the past and continued success of the Company, and to provide
them with increased motivation and incentive to exert their best efforts on
behalf of the Company by enlarging their personal stake in its success.
Type and Amount of Option Grants
The maximum number of shares of the Company's Common Stock which may be
subjected to options granted under the 2000 Stock Option Plan is 2,500,000,
subject to adjustment in accordance with Section 4.1 of the 2000 Stock Option
Plan, and will consist of incentive stock options and non-qualified stock
options.
Eligibility
Under the 2000 Stock Option Plan, grants of options may be made to
those persons who the Board of Directors determines have the capacity to make a
substantial contribution to the success of the Company. Grants of incentive
stock options may be made only to employees of the Company.
Terms of Incentive Stock Option Grants
The 2000 Stock Option Plan contemplates that incentive stock options
may be granted with respect to shares of Common Stock by the Board of Directors,
in accordance with the provisions of the 2000 Stock Option Plan, which include:
(a) Each incentive stock option granted shall be evidenced by a written
agreement, which agreement shall state the number of shares of Common Stock
which may be purchased upon exercise of such incentive stock option.
(b) Each grant shall, in no event, be less that one hundred percent
(100%) of the fair market value of a share of Common Stock on the date the
incentive stock option is granted.
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(c) No incentive stock options shall be exercised more than 10 (ten)
years from the date of grant of such incentive stock option (5 (five) years from
the date of grant in the case of an optionee who owns 10% or more of the
outstanding stock of the Company).
(d) Incentive stock options shall vest as determined by the Board of
Directors.
(e) Successive grants may be made to the same individual whether or not
any options previously granted to such individual remain unexercised.
(f) Incentive stock options granted under the 2000 Stock Option Plan
are intended to qualify under Section 422 of the Internal Revenue Code as
"Incentive Stock Options."
Agreements evidencing incentive stock options may contain such other
terms and provisions, consistent with the 2000 Stock Option Plan, as the Board
of Directors may approve. Shares covered by incentive stock options which are
terminated for any reason or expire unexercised may be made the subject of new
incentive stock options.
Federal Tax Consequences of Incentive Stock Options
Under present provisions of the Internal Revenue Code, as long as
options under the 2000 Stock Option Plan qualify as "incentive stock options,"
they will not result in taxable income to the optionee or a deduction to the
Company at the time granted nor, if holding period requirements are observed, at
the time exercised. If the optionee holds the stock more than two years from
date of grant and one year from date of exercise, the optionee's gain or loss
will be recognized as capital gain or loss at the time the stock is purchased,
pursuant to the option, is sold or otherwise disposed of, and the Company will
not be entitled to any deduction in computing its taxable income as a result of
the grant or exercise of the option. If these holding requirements are not met,
in general, the optionee will recognize ordinary taxable income and the Company
will be entitled to a deduction measured by the excess of the fair market value
of the shares of Common Stock at the time of exercise over the option price.
The tax basis to the optionee for stock acquired on exercise of the
incentive stock option would be the fair market value at the date the option was
granted. The difference between the fair market value at the date of exercise
and the option price of the incentive stock option will be an item of tax
preference to the optionee. Thus, it will have to be included when making the
alternative minimum tax calculation for the year in which the incentive stock
option was exercised.
Terms of Non-Qualified Stock Option Grants
(a) Each grant shall, in no event, be less than one hundred percent
(100%) of the fair market value of a share of Common Stock on the date the
option is granted.
(b) Non-qualified stock options granted under the 2000 Stock Option
Plan are exercisable at such rate and during such periods as determined by the
Board of Directors.
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(c) Upon exercise of a non-qualified stock option, payment in full of
the exercise price must be made in cash or upon cashless exercise.
(d) Options shall vest as determined by the Board of Directors.
Agreements evidencing non-qualified stock options may contain such
other terms and provisions, consistent with the 2000 Stock Option Plan, as the
Board of Directors may approve. Shares covered by non-qualified stock options
which are terminated for any reason or expire unexercised may be made the
subject of new non-qualified stock options.
Federal Tax Consequences of Non-Qualified Stock Options
An optionee receiving non-qualified stock options will not realize
taxable income upon the granting of a non-qualified stock option under the 2000
Stock Option Plan, nor would the Company be subject to a deduction upon such
grant. Upon the exercise of a non-qualified stock option, the optionee shall
realize compensation income in the amount of the excess of the fair market value
of the Common Stock on the day of exercise over the option exercise price, and
the Company will receive a corresponding deduction. The tax basis of any Common
Stock received will be the fair market value of such shares on the date the
option is exercised.
Upon the exercise of a non-qualified stock option, the Company is
entitled to require as a condition of delivery of the shares of Common Stock
that the optionee remit an amount sufficient to satisfy all federal, state and
local withholding taxes relating thereto. An optionee has the right to use
Common Stock of the Company whether owned or obtainable upon exercise of an
option, to pay such withholding taxes.
General
Options granted under the 2000 Stock Option Plan are not transferable
by an optionee.
The maximum number of shares of Common Stock that may be sold under the
2000 Stock Option Plan, and the number of shares and prices, are subject to
adjustment to reflect stock splits, combination of shares, recapitalization,
mergers, consolidations, spin-offs, reorganizations, liquidations, issuances of
rights or warrants and similar events.
Approval by Shareholders
The following options were granted on May 22, 2000, subject to
shareholder approval of the 2000 Stock Option Plan:
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Name Options to Purchase Common Stock Exercise Price
---- -------------------------------- --------------
John R. DePhillipo 500,000(1) $0.20
Robert P. Ricciardi 300,000(2) $0.20
(1) Incentive stock options.
(2) Non-qualified stock options.
The 2000 Stock Option Plan requires for its adoption the favorable vote
of a majority of all of the shares present at the Meeting in person or by Proxy.
If the 2000 Stock Option Plan is not approved, all incentive stock options
granted to date pursuant to the 2000 Stock Option Plan shall be treated as
non-qualified.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE 2000 STOCK OPTION PLAN.
OTHER MATTERS
As of the date hereof, management does not intend to present, nor has
it been informed that other persons intend to present, any matters for action at
the Meeting, other than those specifically referred to herein. If, however, any
other matters should properly come before the Meeting, it is the intention of
the persons named in the proxies to vote the shares represented thereby in
accordance with their best judgment on such matters.
The expenses of soliciting proxies in the form included with this Proxy
Statement and the cost of preparing, assembling and mailing materials in
connection with such solicitation of proxies will be borne by the Company. In
addition to the use of mail, the Company's directors, executive officers and
employees may solicit proxies personally or by telephone or telegraph.
By Order of the Board of Directors:
John R. DePhillipo
Chairman of the Board
Margate, New Jersey
December 1, 2000
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EXHIBIT "A"
GENELINK, INC.
2000 STOCK OPTION PLAN
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GENELINK, INC.
2000 STOCK OPTION PLAN
1. PURPOSES OF THE PLAN
The purposes of this 2000 Stock Option Plan are to enable
GeneLink, Inc. (the "Company") and its Subsidiaries to attract
and retain the services of key employees and persons with
managerial, professional or supervisory responsibilities,
including, but not limited to, members of the Board of
Directors, officers of, and consultants to, the Company and its
Subsidiaries, responsible for the past and continued success of
the Company and its Subsidiaries, and to provide them with
increased motivation and incentive to exert their best efforts
on behalf of the Company and its Subsidiaries by enlarging
their personal stake in their success.
2. GENERAL PROVISIONS
2.1 Definitions
As used in the Plan:
(a) "Act" means the Securities Exchange Act of
1934, including any and all amendments
thereto.
(b) "Board of Directors" means the Board of
Directors of the Company.
(c) "Code" means the Internal Revenue Code of
1986, including any and all amendments
thereto.
(d) "Committee" means the committee, if any,
appointed by the Board of Directors from
time to time to administer the Plan pursuant
to Section 2.2.
(e) "Common Stock" means the Company's Voting
Common Stock, $.01 par value.
(f) "Company" means GeneLink, Inc., a
Pennsylvania corporation.
(g) "Fair Market Value" means, with respect to a
specific date, the last reported sale price
of the Common Stock in the over-the-counter
market, as reported by NASDAQ if the Common
Stock is trading on the NASDAQ National
Market; or, if the Common Stock is listed or
traded on a national securities exchange in
the event that the Fair Market Value is not
on the date Fair Market Value is being
determined, Fair Market Value means the last
reported sale price of Common Stock on such
exchange; in the event that the Fair Market
Value is not determinable by any of the
foregoing means, then the Fair Market Value
shall be determined in good faith by the
Board of Directors or the Committee, as the
case may be, on the basis of such methods
and considerations as the Board of Directors
or the Committee, as the case may be, shall
deem appropriate, including,
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17
but not limited to the last sale price by
the Company of its Common Stock or any
securities convertible into Common Stock.
(h) "Incentive Stock Option" means an option
granted under the Plan which is intended to
qualify as an incentive stock option under
Section 422 of the Code.
(i) Non-Qualified Stock Option" means an option
granted under the Plan which is not an
Incentive Stock Option
(j) "Option Event" means the date upon which
beneficial ownership (determined in
accordance with Rule 13d-3 under the Act) of
shares of the Company"s Common Stock are
acquired (other than directly from the
Company in exchange for cash or property) by
any Person (as used in Sections 13 or 14 of
the Act), other than any persons who is an
officer or director of the Company on July
20, 1998, who thereby becomes the beneficial
owner (as defined in Rule 13d-3 under the
Act) of more than 20% of the issued and
outstanding share of the Company"s Common
Stock.
(k) "Participant" means a person to whom a Stock
Option has been granted under the Plan.
(l) "Plan" means this 2000 Stock Option Plan.
(m) "Stock Option" means an Incentive Stock
Option or a Non-Qualified Stock Option
granted under the Plan.
(n) "Subsidiary" means any corporation (other
than the Company) in an unbroken chain of
corporations beginning with the Company if,
at the time of the granting of the Stock
Option, each of the corporations other than
the last corporation in the unbroken chain
owns 50% or more of the total voting power
of all classes of stock in one of the other
corporations in such chain.
2.2 Administration of the Plan
(a) The Plan shall be administered by the Board
of Directors, provided, however that the
Board of Directors may appoint a Committee
to administer the Plan, which shall at all
times consist of two (2) or more persons,
each of whom shall be members of the Board
of Directors. The Board of Directors may
from time to time remove members from, or
add members to, the Committee. Vacancies on
the Committee, howsoever caused, shall be
filled by the Board of Directors. The
Committee shall select one of its members as
Chairperson, and shall hold meetings at such
times and places as it may determine.
(b) The Board of Directors or the Committee, as
the case may be, shall have the full power,
subject to and within the limits of the
Plan, to: (i) interpret and administer the
Plan, and Stock Options granted under it;
(ii) make and interpret rules and
regulations for the
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administration of the Plan and to make
changes in and revoke such rules and
regulations (and in the exercise of this
power, shall generally determine all
questions of policy and expediency that may
arise and may correct any defect, omission,
or inconsistency in the Plan or any
agreement evidencing the grant of any Stock
Option in a manner and to the extent it
shall deem necessary to make the Plan fully
effective); (iii) determine those persons to
whom Stock Options shall be granted and the
number of Stock Options to be granted to any
person; (iv) determine the terms of Stock
Options granted under the Plan, consistent
with the provisions of the Plan; and (v)
generally, exercise such powers and perform
such acts in connection with the Plan as are
deemed necessary or expedient to promote the
best interests of the Company. The
interpretation and construction by the Board
of Directors or the Committee, as the case
may be, of any provision of the Plan or of
any Stock Option shall be final, binding and
conclusive.
(c) The Board of Directors or the Committee, as
the case may be, may act only by a majority
of its members then in office; however, the
Board of Directors or the Committee, as the
case may be, may authorize any one (1) or
more of its members or any officer of the
Company to execute and deliver documents on
behalf of the Board of Directors or the
Committee, as the case may be.
(d) No member of the Board of Directors or the
Committee, as the case may be, shall be
liable for any action taken or omitted to be
taken or for any determination made by him
or her in good faith with respect to the
Plan, and the Company shall indemnify and
hold harmless each member of the Board of
Directors or the Committee, as the case may
be, against any cost or expense (including
counsel fees) or liability (including any
sum paid in settlement of a claim with the
approval of the Board of Directors or the
Committee, as the case may be) arising out
of any act or omission in connection with
the administration or interpretation of the
Plan, unless arising out of such person's
own fraud or bad faith.
2.3 Effective Date
The Plan shall be effective upon approval by the
shareholders of the Company.
2.4 Duration
Unless sooner terminated by the Board of Directors,
the Plan shall remain in effect until December 31,
2005.
2.5 Shares Subject to the Plan
The maximum number of shares of Common Stock which
may be subject to Stock Options granted under the
Plan shall be 2,500,000. The maximum number of shares
of Common Stock and the Stock Options shall be
subject to adjustment in accordance with Section 4.1,
and shares to be issued upon
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exercise of Stock Options may be either authorized
and unissued shares of Common Stock or authorized and
issued shares of Common Stock purchased or acquired
by the Company for any purpose. If a Stock Option or
portion thereof shall expire or is terminated,
canceled or surrendered for any reason without being
exercised in full, the unpurchased shares of Common
Stock which were subject to such Stock Option or
portion thereof shall be available for future grants
of Stock Options under the Plan.
2.6 Amendments
The Plan may be suspended, terminated or reinstated,
in whole or in part, at any time by the Board of
Directors. The Board of Directors may from time to
time make such amendments to the Plan as it may deem
advisable, including, with respect to Incentive Stock
Options, amendments deemed necessary or desirable to
comply with Section 422 of the Code and any
regulations issued thereunder; provided, however,
that without the approval of the Company's
shareholders no amendment shall be made which:
(a) Increases the maximum number of shares of
Common Stock which may be subject to Stock
Options granted under the Plan (other than
as provided in Section 4.1); or
(b) Extends the term of the Plan; or
(c) Increases the period during which a Stock
Option may be exercised beyond ten (10)
years from the date of grant; or
(d) Otherwise materially increases the benefits
accruing to Participants under the Plan; or
(e) Materially modifies the requirements as to
eligibility for participation in the Plan.
Except as otherwise provided herein, termination or
amendment of the Plan shall not, without the consent
of a Participant, affect such Participant's rights
under any Stock Option previously granted to such
Participant.
2.7 Participants and Grants
Stock Options may be granted by the Board of
Directors or the Committee, as the case may be, to
those persons who the Board of Directors or the
Committee, as the case may be, determines have the
capacity to make a substantial contribution to the
success of the Company. The Board of Directors or the
Committee, as the case may be, may grant Stock
Options to purchase such number of shares of Common
Stock (subject to the limitation of Section 2.5) as
the Board of Directors or the Committee, as the case
may be, may, in its sole discretion, determine. In
granting Stock Options, the Board of Directors or the
Committee, as the case may be, on an individual
basis, may vary the number of Incentive Stock Options
or Non-Qualified Stock Options as between
Participants and may grant Incentive Stock Options
and/or Non-Qualified Stock Options to a Participant
in such amounts
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as the Board of Directors or the Committee, as the
case may be, may determine in its sole discretion.
3. STOCK OPTIONS
3.1 General
All Stock Options granted under the Plan shall be
evidenced by written agreements executed by the
Company and the Participant to whom granted and dated
as of the applicable date of grant, which agreement
shall state the number of shares of Common Stock
which may be purchased upon the exercise thereof and
shall contain such investment representation and
other terms and conditions as the Board of Directors
or the Committee, as the case may be, may from time
to time determine, or, in the case of Incentive Stock
Options, as may be required by Section 422 of the
Code, or any other applicable law. Each such grant
shall be signed on behalf of the Company by a member
of the Board of Directors or the Committee, as the
case may be, or by an officer delegated such
authority by the Board of Directors or the Committee,
as the case may be.
3.2 Price
Subject to the provisions of Sections 3.6(d) and 4.1,
the purchase price per share of Common Stock subject
to a Stock Option shall, in no case, be less than one
hundred percent (100%) of the Fair Market Value of a
share of Common Stock on the date the Stock Option is
granted.
3.3 Period
The duration or term of each Stock Option granted
under the Plan shall be for such period as the
Committee shall determine but in no event more than
ten (10) years from the date of grant thereof.
3.4 Exercise
Subject to Section 4.4, Stock Options may be
exercisable immediately upon the grant of the Stock
Option or at such other time or times as the Board of
Directors or the Committee, as the case may be, shall
specify when granting the Stock Option. Once
exercisable, a Stock Option shall be exercisable, in
whole or in part, by delivery of a written notice of
exercise to the Secretary of the Company at the
principal office of the Company specifying the number
of whole shares of Common Stock as to which the Stock
Option is then being exercised together with payment
of the full purchase price for the shares being
purchased upon such exercise. Until the shares of
Common Stock as to which a Stock Option is exercised
are issued, the Participant shall have none of the
rights of a shareholder of the Company with respect
to such shares.
3.5 Payment
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21
The purchase price for shares of Common Stock as to
which a Stock Option has been exercised and any
amount required to be withheld, as contemplated by
Section 4.3, may be paid:
(a) In United States dollars in cash, or by
check, bank draft or money order payable in
United States dollars to the order of the
Company; or
(b) By the delivery by the Participant to the
Company of whole shares of Common Stock
having an aggregate Fair Market Value on the
date of payment equal to the aggregate of
the purchase price of Common Stock as to
which the Stock Option is then being
exercised or by the withholding of whole
shares of Common Stock having such Fair
Market Value upon the exercise of such Stock
Option; or
(c) By a combination of both (a) and (b) above.
The Board of Directors or the Committee, as the case
may be, may, in its discretion, impose limitations.
conditions and prohibitions on the use by a
Participant of shares of Common Stock to pay the
purchase price payable by such Participant upon the
exercise of a Stock Option.
3.6 Special Rules for Incentive Stock Options
Notwithstanding any other provision of the Plan, the
following provisions shall apply to Incentive Stock
Options granted under the Plan:
(a) Incentive Stock Options shall only be
granted to Participants who are employees of
the Company or a Subsidiary.
(b) To the extent that the aggregate Fair Market
Value of Common Stock, with respect to which
Incentive Stock Options are exercisable for
the first time by a Participant during any
calendar year under the Plan and any other
Stock Option Plan of the Company, exceeds
$100,000, such Stock Options shall be
treated as Non-Qualified Stock Options.
(c) Any Participant who disposes of shares of
Common Stock acquired upon the exercise of
an Incentive Stock Option by sale or
exchange either within two (2) years after
the date of the grant of the Incentive Stock
Option under which the shares were acquired
or within one (1) year of the acquisition of
such shares, shall promptly notify the
Secretary of the Company at the principal
office of the Company of such disposition,
the amount realized, the purchase price per
share paid upon exercise and the date of
disposition.
(d) No Incentive Stock Option shall be granted
to a Participant who, at the time of the
grant, owns stock representing more than ten
percent (10%) of the total combined voting
power of all classes of stock either of the
Company or any parent or Subsidiary of the
Company, unless the purchase price of the
shares of Common
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Stock purchasable upon exercise of such
Incentive Stock Option is at least one
hundred ten percent (110%) of the Fair
Market Value (at the time the Incentive
Stock Option is granted) of the Common Stock
and the Incentive Stock Option is not
exercisable more than five (5) years from
the date it is granted.
3.7 Termination of Employment or Relationship
(a) In the event a Participant's employment by,
or relationship with, the Company or its
Subsidiaries shall terminate for any reason
other than those reasons specified in
Sections 3.7(b), (c), (d), (e) or (f) while
such Participant holds Stock Options, then
all rights of any kind under any outstanding
Stock Option held by such Participant which
shall not have previously lapsed or
terminated shall expire immediately.
(b) If a Participant's employment by, or
relationship with, the Company or its
Subsidiaries shall terminate as a result of
such Participant's total disability, each
Stock Option held by such Participant (which
has not previously lapsed or terminated)
shall immediately become fully exercisable
as to the total number of shares of Common
Stock subject thereto (whether or not
exercisable to that extent at the time of
such termination) and shall remain so
exercisable by such Participant for a period
of six (6) months after termination unless
such Stock Option expires earlier by its
terms. For purposes of the Plan, "total
disability" shall mean permanent mental or
physical disability as determined by the
Board of Directors or the Committee, as the
case may be.
(c) In the event of the death of a Participant,
each Stock Option held by such Participant
(which has not previously lapsed or
terminated) shall immediately become fully
exercisable as to the total number of shares
of Common Stock subject thereto (whether or
not exercisable to that extent at the time
of death) by the executor or administrator
of the Participant's estate or by the person
or persons to whom the deceased
Participant's rights thereunder shall have
passed by will or by the laws of descent or
distribution, and shall remain so
exercisable for a period of six (6) months
after such Participant's death unless such
Stock Option expires earlier by its terms.
(d) If a Participant's employment by the Company
or a Subsidiary shall terminate by reason of
such Participant's retirement in accordance
with Company policies, each Stock Option
held by such Participant at the date of
termination (which has not previously lapsed
or terminated) shall immediately become
fully exercisable as to the total number of
shares of Common Stock subject hereto
(whether or not exercisable to that extent
at the time of such termination) and shall
remain so exercisable by such Participant
for a period of three (3) months after
termination, unless such Stock Option
expires earlier by its terms.
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(e) In the event the Company or a Subsidiary
terminates the employment of a Participant
who at the time of such termination had been
continuously employed by the Company or a
Subsidiary during the five (5) year period
immediately preceding such termination, for
any reason except "good cause" (hereafter
defined) and except upon such Participant's
death, total disability or retirement in
accordance with Company policies, each Stock
Option held by such Participant (which has
not previously lapsed or terminated and
which has been held by such Participant for
more than six (6) months prior to such
termination) shall immediately become fully
exercisable as to the total number of shares
of Common Stock subject thereto (whether or
not exercisable to that extent at the time
of such termination) and shall remain so
exercisable for a period of three (3) months
after such termination unless such Stock
Option expires earlier by its terms. A
termination for "good cause" shall have
occurred only if the Participant in question
is terminated, by written notice (i) because
of his or her conviction of a felony for a
crime involving an act of fraud or
dishonesty, (ii) intentional acts or
omissions on such Participant's part causing
material injury to the property or business
of the Company or any Subsidiary, or (iii)
because such Participant shall have breached
any material term of any employment
agreement in place between such Participant
and the Company or any Subsidiary and shall
have failed to correct such breach within
any grace period provided for in such
agreement. "Good cause" for termination
shall not include bad judgment or any act or
omission reasonably believed by such
Participant, in good faith, to have been in,
or not opposed to, the best interests of the
Company and its Subsidiaries.
(f) In the event of the termination of a
Participant's service as a Director of the
Company, who at the time of such termination
had continuously served as a Director of the
Company during the five (5) year period
immediately preceding such termination, and
such termination is for any reason except
for such Participant's death or total
disability or the removal of such
Participant as Director (by the
shareholders, the Board of Directors or
otherwise) for "good cause" (as defined in
Section 3.7(e)(i) and (ii)), each Stock
Option held by such Participant (which has
not previously lapsed or terminated and
which has been held by such Participant for
more than six (6) months prior to such
termination) shall immediately become fully
exercisable as to the total number of shares
of Common Stock subject thereto (whether or
not exercisable to that extent at the time
of such termination) and shall remain so
exercisable for a period of three (3) months
after such termination unless such Stock
Option expires earlier by its terms.
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24
3.8 Effect of Leaves of Absence
It shall not be considered a termination of
employment when a Participant is on military or sick
leave or such other type of leave of absence which is
considered a continuing intact the employment
relationship of the Participant with the Company or
any of its Subsidiaries. In case of such leave of
absence, the employment relationship shall be deemed
to have continued until the later of (i) the date
when such leave shall have lasted ninety (90) days in
duration, or (ii) the date as of which the
Participant's right to re-employment shall have no
longer been guaranteed either by statute or contract.
3.9 Acceleration and Redemption
Upon the occurrence of an Option Event, (a) all Stock
Options granted and outstanding under the Plan shall
become immediately exercisable in full regardless of
any terms of said Stock Option to the contrary: and
(b) until the earlier to occur of the stated
expiration date of the Stock Option and the
expiration of the ninety (90) day period following
written notice from the Company to all Participants
of the occurrence of the Option Event, all
Participants shall have the right to demand that the
Company cancel and redeem any and all Stock Options
held by the Participants by paying with respect to
each such Stock Option a price equal to the
difference between the purchase price per share of
Common Stock subject to such Stock Option and the
highest price that can be determined to have been
paid by any Person (as that word is used in Section
2.1(j)) for any share or shares of the Company"s
Common Stock prior to the earlier to occur of the
stated expiration date of the Stock Option and the
expiration of the aforementioned ninety (90) day
demand period.
4. MISCELLANEOUS PROVISIONS
4.1 Adjustments Upon Changes in Capitalization
In the event of changes to the outstanding shares of
Common Stock of the Company through reorganization,
merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend,
stock consolidation or otherwise, or in the event of
a sale of all or substantially all of the assets of
the Company, an appropriate and proportionate
adjustment shall be made in the number and class of
shares as to which Stock Options may be granted and
the maximum number of Stock Options which may be
granted to any Participant in any consecutive twelve
(12) month period. A corresponding adjustment
changing the number or class of shares and/or the
exercise price per share of unexercised Stock Options
or portions thereof which shall have been granted
prior to any such change shall likewise be made.
Notwithstanding the foregoing, in the case of a
reorganization, merger or consolidation, or sale of
all or substantially all of the assets of the
Company, in lieu of adjustments as aforesaid, the
Board of Directors or the Committee, as the case may
be, may in is discretion accelerate the date after
which a Stock Option may or may not be exercised or
the stated expiration date thereof. Adjustments or
changes under this Section 4.1 shall be made by the
Board of Directors or the Committee, as the case may
be, whose
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determination as to what adjustments or changes shall
be made, and the extent thereof, shall be final,
binding and conclusive.
4.2 Non-Transferability
No Stock Option shall be transferable except by will
or the laws of descent and distribution, nor shall
any Stock Option be exercisable during the
Participant's lifetime by any person other than the
Participant or his or her guardian or legal
representative.
4.3 Withholding
The Company's obligations under the Plan shall be
subject to applicable federal, state and local tax
withholding requirements. Federal, state and local
withholding tax due at the time of a grant or upon
the exercise of any Stock Option may, in the
discretion of the Board of Directors or the
Committee, as the case may be, be paid in shares of
Common Stock already owned by the Participant or
through the withholding of shares otherwise issuable
to such Participant, upon such terms and conditions
as the Board of Directors or the Committee, as the
case may be, shall determine. If the Participant
shall fail to pay, or make arrangements satisfactory
to the Board of Directors or the Committee, as the
case may be, for the payment, to the Company of all
such federal, state and local taxes required to be
withheld by the Company, then the Company shall, to
the extent permitted by law, have the right to deduct
from any payment of any kind otherwise due to such
Participant an amount equal to any federal, state or
local taxes of any kind required to be withheld by
the Company.
4.4 Compliance with Law and Approval of Regulatory Bodies
No Stock Option shall be exercisable and no shares
will be delivered under the Plan except in compliance
with all applicable federal and state laws and
regulations including, without limitation, compliance
with all federal and state securities laws and
withholding tax requirements and with the rules of
NASDAQ, if the Common Stock is listed on the NASDAQ
National Market, and of all domestic stock exchanges
on which the Common Stock may be listed. Any share
certificate issued to evidence shares for which a
Stock Option is exercised may bear legends and
statements the Board of Directors or the Committee,
as the case may be, shall deem advisable to assure
compliance with federal and state laws and
regulations. No Stock Option shall be exercisable and
no shares will be delivered under the Plan, until the
Company has obtained the consent or approval from
regulatory bodies, federal or state, having
jurisdiction over such matters as the Board of
Directors or the Committee, as the case may be, may
deem advisable. In the case of the exercise of a
Stock Option by a person or estate acquiring the
right to exercise the Stock Option as a result of the
death of the Participant, the Board of Directors or
the Committee, as the case may be, may require
reasonable evidence as to the ownership of the Stock
Option and may require consents and releases of
taxing authorities that it may deem advisable.
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4.5 No Right to Employment
Neither the adoption of the Plan nor its operation,
nor any document describing or referring to the Plan,
or any part thereof, nor the granting of any Stock
Options hereunder, shall confer upon any Participant
under the Plan any right to continue in the employ of
the Company or any Subsidiary, or shall in any way
affect the right and power of the Company or any
Subsidiary to terminate the employment of any
Participant at any time with or without assigning a
reason therefor, to the same extent as might have
been done if the Plan had not been adopted.
4.6 Exclusion from Pension Computations
By acceptance of a grant of a Stock Option under the
Plan, the recipient shall be deemed to agree that any
income realized upon the receipt or exercise thereof
or upon the disposition of the shares received upon
exercise will not be taken into account as "base
remuneration", "wages", "salary" or "compensation" in
determining the amount of any contribution to or
payment or any other benefit under any pension,
retirement, incentive, profit-sharing or deferred
compensation plan of the Company or any Subsidiary.
4.7 Abandonment of Options
A Participant or Eligible Director may at any time
abandon a Stock Option prior to its expiration date.
The abandonment shall be evidenced in writing, in
such form as the Board of Directors or the Committee,
as the case may be, may from time to time prescribe.
A Participant or Eligible Director shall have no
further rights with respect to any Stock Option so
abandoned.
4.8 Interpretation of the Plan
Headings are given to the Sections of the Plan solely
as a convenience to facilitate reference, such
headings, numbering and paragraphing shall not in any
case be deemed in any way material or relevant to the
construction of the Plan or any provision hereof. The
use of the masculine gender shall also include within
its meaning the feminine. The use of the singular
shall also include within Its meaning the plural and
vice versa.
4.9 Use of Proceeds
Funds received by the Company upon the exercise of
Stock Options shall be used for the general corporate
purposes of the Company.
4.10 Construction of Plan
The place of administration of the Plan shall be in
the Commonwealth of Pennsylvania, and the validity,
construction, interpretation, administration and
effect of the Plan and of its rules and regulations,
and rights relating to the Plan, shall be determined
solely in accordance with the laws of the
Commonwealth of Pennsylvania.
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PROXY
GENELINK, INC.
The undersigned, a shareholder of Genelink, Inc. (the Company"), a
Pennsylvania corporation hereby appoints John R. DePhillipo, as the true and
lawful attorney and proxy of the undersigned, with full power of substitution,
for and in the name of the undersigned, to vote and otherwise act on behalf of
the undersigned at the Annual Meeting of Shareholders of the Company to be held
at Tropicana Hotel & Casino Resort, Pageant Room, Brighton Avenue and the
Boardwalk, Atlantic City, New Jersey on December 27, 2000 at 9:00 a.m., or at
any adjournment or adjournments thereof (the "Meeting"), with respect to all
shares of the Company's Stock which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present, on the
following matters:
1. Election of Directors
[ ] FOR all nominees listed below except as marked to [ ] WITHHOLD AUTHORITY to vote for all nominees
the contrary below listed below
John R. DePhillipo; Dr. Robert P. Ricciardi
2. Approval of the Company's 2000 Stock Option Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR NAMED ABOVE AND FOR
THE COMPANY'S 2000 STOCK OPTION PLAN.
The undersigned hereby revokes any proxy heretofore given to vote upon
or act with respect to such shares and hereby ratifies and confirms that the
proxies listed on the reverse side, or either of them, may lawfully do by virtue
hereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY.
The undersigned hereby also acknowledges receipt of the Notice of
Annual Meeting of Shareholders and Proxy Statement.
Name:
--------------------------------------
Signature:
---------------------------------
Number of Shares:
--------------------------
Dated: December _____, 2000
Please date this proxy and sign your name
exactly as it appears on your stock
certificate. Where there is more than one
owner, each should sign.
PLEASE SIGN THIS PROXY AND RETURN IT
PROMPTLY TO THE COMPANY VIA FACSIMILE AT
609-823-6616 OR VIA COURIER, WHETHER OR NOT
YOU EXPECT TO ATTEND THE MEETING. YOU MAY
NEVERTHELESS VOTE IN PERSON IF YOU ATTEND.