SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
C2, INC.
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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:
2) Aggregate number of securities to which transaction applies:
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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5) Total fee paid:
[ ] 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:
C2, Inc.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 2000
NOTICE IS HEREBY GIVEN, that the annual meeting of shareholders of C2,
Inc., a Wisconsin corporation, will be held on Thursday, April 27, 2000, at 9:00
a.m., local time, at the Galleria Conference Room, Firstar Center, 777 East
Wisconsin Avenue, Milwaukee, Wisconsin, for the following purposes:
1. To elect five directors to hold office until the 2001 annual meeting
of the shareholders and until their successors are duly elected and qualified.
2. To consider and act upon such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on March 15,
2000, as the record date for the determination of the shareholders entitled to
notice of, and to vote at, the annual meeting or any adjournment or postponement
thereof.
A proxy for the annual meeting and a proxy statement are enclosed.
By Order of the Board of Directors
C2, Inc.
/s/ David E. Beckwith
David E. Beckwith
Secretary
March 22, 2000
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO
ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE FILL IN, SIGN AND PROMPTLY
MAIL BACK THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF
DIRECTORS. IF, FOR ANY REASON, YOU SUBSEQUENTLY CHANGE YOUR PLANS, YOU MAY, OF
COURSE, REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS ACTUALLY VOTED.
C2, Inc.
700 N. Water Street, Suite 1200
Milwaukee, Wisconsin 53202
PROXY STATEMENT
For
ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 27, 2000
This proxy statement is being furnished to shareholders by the Board
of Directors (the "Board") of C2, Inc. (the "Company") beginning on or about
March 22, 2000, in connection with a solicitation of proxies by the Board for
use at the annual meeting of shareholders to be held on Thursday, April 27,
2000, at 9:00 a.m., local time, at the Galleria Conference Room, Firstar Center,
777 East Wisconsin Avenue, Milwaukee, Wisconsin and all adjournments or
postponements thereof (the "Annual Meeting") for the purposes set forth in the
attached Notice of Annual Meeting of Shareholders.
Execution of a proxy given in response to this solicitation will not
affect a shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does not
in itself revoke a proxy. Any shareholder giving a proxy may revoke it at any
time before it is exercised by giving notice thereof to the Company in writing
or in open meeting.
A proxy, in the enclosed form, which is properly executed, duly
returned to the Company and not revoked will be voted in accordance with the
instructions contained therein. The shares represented by executed but unmarked
proxies will be voted FOR the five persons nominated for election as directors
and on such other business or matters which may properly come before the Annual
Meeting in accordance with the best judgment of the persons named as proxies in
the enclosed form of proxy. Other than the election of directors, the Board has
no knowledge of any matters to be presented for action by the shareholders at
the Annual Meeting.
Only holders of record of the Company's common stock, $1 par value per
share (the "Common Stock"), at the close of business on March 15, 2000, are
entitled to vote at the Annual Meeting. On that date, the Company had
outstanding and entitled to vote 5,202,664 shares of Common Stock, each of which
is entitled to one vote per share.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect five directors,
each to hold office until the 2001 annual meeting of shareholders and until his
or her successor is duly elected and qualified. Set forth below are the Board's
nominees to serve as directors of the Company. Unless shareholders otherwise
specify, the shares represented by the proxies received will be voted in favor
of the election as directors of the five persons named as nominees herein. The
Board has no reason to believe that any of the listed nominees will be unable or
unwilling to serve as a director if elected. However, in the event that any
nominee should be unable to serve or for good cause will not serve, the shares
represented by proxies received will be voted for another nominee selected by
the Board.
The following sets forth certain information, as of March 15, 2000,
about the Board's nominees for election at the Annual Meeting. Except as
otherwise noted, each nominee has engaged in the principal occupation or
employment and has held the offices shown for more than the past five years.
Nicholas F. Brady, 69, has been a director of the Company since March
1998. Mr. Brady has served as Chairman of the Board of Darby Advisors, Inc.
since February 1993; Chairman of Darby Overseas Investments, Ltd. since February
1994; Chairman of Darby Emerging Markets Investments LDC since November 1994;
Chairman of Darby Chile Fund, LLC and Darby Chile Holdings, Ltd. since February
1996; and as Secretary of the United States Department of Treasury from
September 1988 until January 1993. Mr. Brady is also a director of Amerada Hess
Corporation, H. J. Heinz Company and various Templeton Mutual Funds.
William T. Donovan, 48, has been a director of the Company and has
served as Chairman and Chief Financial Officer of the Company since December
1997. Mr. Donovan has been a principal of Lubar & Co. (venture capital and
investments) located in Milwaukee, Wisconsin since 1980. Mr. Donovan is also a
director of Grey Wolf, Inc.
William H. Lacy, 55, has been a director of the Company since February
2000. Mr. Lacy served as Chairman and Chief Executive Officer of Mortgage
Guaranty Insurance Corporation located in Milwaukee, Wisconsin from 1996 to 1999
and as its President from 1987 to 1996. Mr. Lacy also served as Chairman and
Chief Executive Officer of MGIC Investment Corporation located in Milwaukee,
Wisconsin (secondary mortgage market activities) from 1987 to 1999. Mr. Lacy is
also a director of Johnson Controls, Inc.
David J. Lubar, 45, has been a director of the Company since November
1997 and President of the Company since December 1997. Mr. Lubar has been a
principal of Lubar & Co. (venture capital and investments) located in Milwaukee,
Wisconsin since 1983.
Sheldon B. Lubar, 70, has been a director of the Company since
December 1997. Mr. Lubar is also the Chairman and a principal of Lubar & Co.
(venture capital and investments) located in Milwaukee, Wisconsin. Mr. Lubar is
also a director of Weatherford International, Inc., Firstar Corporation,
Massachusetts Mutual Life Insurance Co., Jefferies Group, Inc., MGIC Investment
Corporation and various private, industrial companies.
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Sheldon B. Lubar is the father of David J. Lubar and the father-in-law
of Oyvind Solvang, Vice President of the Company.
Directors will be elected by a majority of the votes cast at the
Annual Meeting (assuming a quorum is present). An abstention from voting will be
tabulated as a vote withheld on the election, and will be included in computing
the number of shares present for purposes of determining the presence of a
quorum, but will not be considered in determining whether each of the nominees
has received a majority of the votes cast at the Annual Meeting. A broker or
nominee holding shares registered in its name, or the name of its nominee, which
are beneficially owned by another person and for which it has not received
instructions as to voting from the beneficial owner, has the discretion to vote
the beneficial owner's shares with respect with to the election of directors.
THE BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES
EACH SHAREHOLDER TO VOTE "FOR" ALL NOMINEES. SHARES OF COMMON STOCK REPRESENTED
BY EXECUTED BUT UNMARKED PROXIES WILL BE VOTED "FOR" ALL NOMINEES.
BOARD OF DIRECTORS
General
The Board held three meetings in 1999. The Company has Audit,
Compensation and Finance Committees of the Board. The Audit Committee consists
of Albert O. Nicholas (Chairperson) and Messrs. Brady and S. Lubar. The
principal functions performed by the Audit Committee, which met once in 1999,
are to meet with the Company's independent public accountants before the annual
audit to review procedures and the scope of the audit; to review the results of
the audit; to review the financial control mechanisms used by the Company and
the adequacy of the Company's accounting and financial controls; and to annually
recommend to the Board a firm of independent public accountants to serve as the
Company's auditors. The Audit Committee does not currently have a formal written
charter, but intends to adopt one by June 14, 2000.
The Compensation Committee consists of Messrs. Brady, Nicholas and S.
Lubar. The principal functions of the Compensation Committee, which met once in
1999, are to administer the Company's deferred and incentive compensation plans;
to annually evaluate salary grades and ranges; to establish guidelines
concerning average compensation increases; and to specifically establish
compensation (except for awards under the Company's equity incentive plans) of
all officers, directors and subsidiary or division presidents.
The Finance Committee consists of Messrs. Donovan, D. Lubar and S.
Lubar. The principal function of the Finance Committee, which met once in 1999,
is to review prospective acquisition candidates, the structure, financing and
terms of prospective acquisitions and the financing arrangements of the Company
and its subsidiaries.
The Company does not have a nominating committee to consider persons
recommended by shareholders to become nominees. Recommendations for
consideration by
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the Company should be sent to the Secretary of the Company in writing together
with appropriate biographical information concerning each proposed nominee.
Director Compensation
Each of Messrs. Brady, Nicholas and S. Lubar received an option for
12,000 shares of Common Stock at a per share exercise price of $4.00 in March
1999, in accordance with the terms of the Company's 1998 Equity Incentive Plan
(the "Incentive Plan"). On February 8, 2000, upon being named a director of the
Company, Mr. Lacy received an option for 12,000 shares of Common Stock at a per
share exercise price of $5.00 under the Incentive Plan. Under the terms of the
Incentive Plan, the Company is authorized to grant to each person first elected
as a non-employee director of the Company an option for 12,000 shares of Common
Stock. Options granted to non-employee directors under the Incentive Plan have a
per share exercise price equal to 100% of the market value of a share of Common
Stock on the date of grant as determined by the Board of Directors and become
exercisable ratably at 20% per year over a period of five years from the date of
grant.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of March 5, 2000, by: (i) each director
and nominee; (ii) each of the executive officers named in the Summary
Compensation Table set forth below; (iii) all of the directors, nominees and
executive officers (including the executive officers named in the Summary
Compensation Table) as a group; and (iv) each person or other entity known by
the Company to own beneficially more than 5% of the Common Stock. Except as
otherwise indicated in the footnotes, each of the holders listed below has sole
voting and investment power over the shares beneficially owned. The beneficial
ownership set forth below is based on information provided to the Company by the
beneficial owners.
Number of Shares
Name and Address Beneficially Owned (1) Percent of Class
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Sheldon B. Lubar 1,063,143 (2) 20.2%
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
David J. Lubar 939,164 (3) 17.8
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
0yvind Solvang 660,086 (4) 12.5
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
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Number of Shares
Name and Address Beneficially Owned (1) Percent of Class
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Susan Lubar Solvang $660,086 (5) 12.5%
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
Kristine Lubar MacDonald 638,014 (6) 12.1
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
Joan P. Lubar 584,973 (7) 11.1
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
Marianne S. Lubar 423,927 (8) 8.1
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
Albert O. Nicholas 313,100 6.0
700 N. Water Street
Suite 1010
Milwaukee, WI 53202
Nicholas F. Brady 280,700 5.3
1133 Connecticut Ave. NW,
Suite 200
Washington, DC 20036
William T. Donovan 167,816 (9) 3.1
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
William H. Lacy 0 --
700 N. Water Street
Suite 1200
Milwaukee, WI 53202
All directors and executive officers 3,445,709 65.5
as a group (7 persons).
(1) Includes shares of Common Stock issuable upon the exercise of stock options
exercisable within 60 days of March 5, 2000.
(2) Shares reported by Sheldon Lubar include 182,000 shares held by various
Lubar family minor children's trusts over which Sheldon Lubar may be deemed
to share voting power and investment power as a trustee. Of these shares,
50,000 shares are also included as beneficially owned by David Lubar.
Shares reported by Sheldon Lubar also include 415,615 shares held directly
by Sheldon Lubar's wife and 8,312 shares held by the Lubar Family
Foundation for which she may be deemed to have voting power and investment
power as a director. The remaining 457,216 shares are held directly by Mr.
Lubar or his retirement plans.
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(3) Shares reported by David Lubar include 501,628 shares over which he may be
deemed to share voting power and investment power as a trustee. David Lubar
shares voting and investment power over 423,250 shares held by various
Lubar family minor children's trusts. Of these shares, 50,000 are also
included as beneficially owned by Sheldon Lubar and 78,378 represent shares
for which David Lubar's wife shares voting and investment power. The
remaining 437,536 shares are held by David Lubar directly.
(4) Shares reported by 0yvind Solvang include 50,000 shares over which he may
be deemed to share voting power and investment power as trustee, 433,086
shares held directly by his wife (Susan L. Solvang), and 143,000 shares
over which his wife may be deemed to share voting power and investment
power as a trustee.
(5) Shares reported by Susan L. Solvang include 433,086 shares held by her
directly, 42,000 shares held directly by her husband (0yvind Solvang),
143,000 shares for which she may be deemed to share voting power and
investment power as a trustee, and 50,000 shares for which her husband may
be deemed to share voting power and investment power as a trustee.
(6) Shares reported by Kristine L. MacDonald include 425,546 shares held by her
directly and 213,368 shares for which she may be deemed to share voting
power and investment power as a trustee.
(7) Shares reported by Joan P. Lubar include 441,973 shares held by her
directly and 143,000 shares for which she may be deemed to share voting
power and investment power as a trustee.
(8) Shares reported by Marianne S. Lubar include 415,615 shares held by her
directly and 8,312 shares held by the Lubar Family Foundation for which she
may be deemed to have voting power and investment power as a director.
(9) Shares reported by William T. Donovan include 20,000 shares held by a
partnership in which Mr. Donovan is a general partner. Mr. Donovan
disclaims beneficial interest in 15,935 of these shares.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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EXECUTIVE COMPENSATION
Summary Compensation Information
The following table sets forth certain information concerning the
compensation earned last year by each of the Company's most highly compensated
executive officers whose total cash compensation exceeded $100,000 in the fiscal
year ended December 31, 1999. The persons named in the table are sometimes
referred to herein as the "named executive officers."
Summary Compensation Table
Annual Long Term
Compensation Compensation
----------------------------- --------------------
Securities
Name and Underlying Stock All Other
Principal Position Year Salary($) Bonus($) Options(#) Compensation($)
------------------ ---- -------- ------- ---------- ---------------
William T. Donovan 1999 $155,000 $0 100,000 $2,320 (1)
David J. Lubar 1999 $106,000 $0 100,000 $1,610 (1)
Oyvind Solvang 1999 $106,000 $14,000 60,000 $1,760 (1)
(1) The amount includes matching contributions made under the Company's 401(k) plan.
Stock Options
The Company has in effect the Incentive Plan pursuant to which options
to purchase Common Stock may be granted to officers and other key employees of
the Company and its subsidiaries. The following table presents certain
information as to grants of stock options made during fiscal 1999 to William T.
Donovan, David J. Lubar and Oyvind Solvang. No other executive officer was
granted options in fiscal 1999.
Option Grants in 1999 Fiscal Year
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation
Individual Grants For Option Term (2)
----------------------------------------------------- -------------------
% of Total At 10%
Options Options Exercise At 5% Annual Annual
Granted Granted to Price Expiration Growth Growth
Name (#)(1) Employees ($/Share) Date Rate Rate
- ---- ------ --------- --------- ---------- ---- ----
William T. Donovan....... 100,000 38.5% $4.00 3/4/09 $251,558 $637,497
David J. Lubar........... 100,000 38.5% $4.00 3/4/09 $251,558 $637,497
Oyvind Solvang........... 60,000 23.0% $4.00 3/4/09 $150,934 $382,498
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(1) The options reflected in the table were granted on March 4, 1999, and
became or will become exercisable in 20% increments on March 4, 2000, 2001,
2002, 2003 and 2004.
(2) This presentation is intended to disclose the potential value which would
accrue to the optionee if the option were exercised the day before it would
expire and if the per share value had appreciated at the compounded annual
rate indicated in each column. The assumed rates of appreciation of 5% and
10% are prescribed by the rules of the Securities and Exchange Commission
regarding disclosure of executive compensation. The assumed annual rates of
appreciation are not intended to forecast possible future appreciation, if
any, with respect to the price of the Common Stock.
Report on Executive Compensation
The Company's approach to compensating its executive officers is
different from that of many public corporations. The Chairman of the
Compensation Committee (Sheldon B. Lubar) makes his recommendations for salaries
and bonuses to the Compensation Committee and those recommendations are
generally approved by the Committee. To date, the factors considered by the
Chairman have been the financial performance of the Company or the operating
unit for which the executive has responsibility and the achievement of
non-financial goals in the business plan or developed during the fiscal year.
Financial performance is measured by actual operating cash flow and net income
compared to the amounts included in the business plan developed prior to the
beginning of the fiscal year, but any secular developments affecting performance
which may have occurred during the fiscal year are considered. The Chairman has
not given any specific weight to any one factor.
Section 162(m) Limitation. The Company anticipates that all 2000
compensation to executives will be fully deductible under Section 162(m) of the
Internal Revenue Code. Therefore, the Compensation Committee determined that a
policy with respect to qualifying compensation paid to executive officers for
deductibility is not necessary.
C2, Inc.
COMPENSATION COMMITTEE
Sheldon B. Lubar
Nicholas F. Brady
Albert O. Nicholas
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PERFORMANCE INFORMATION
The following graph compares on a cumulative basis changes since March
5, 1999 (the date on which the Common Stock was first publicly traded) in (a)
the total shareholder return on the Common Stock with (b) the total return on
the NASDAQ Index and (c) the total return on the Russell 2000 Index. Due to the
nature of the Company's business, no published industry or line-of-business
index exists and, the Company does not believe it can reasonably identify a peer
group for comparison. The changes have been measured by dividing (a) the sum of
(i) the amount of dividends for the measurement period, assuming dividend
reinvestment, and (ii) the difference between the price per share at the end of
and the beginning of the measurement period, by (b) the price per share at the
beginning of the measurement period. The graph assumes $100 was invested on
March 5, 1999 in Common Stock, the NASDAQ Index and the Russell 2000 index.
[Performance Graph]
March 5, June 30, September 30, December 31,
1999 1999 1999 1999
-------------------------------------------------------
C2, Inc. $100 $104.17 $ 95.83 $ 82.29
Nasdaq 100 114.93 117.50 174.12
Russell 2000 100 114.99 107.36 126.82
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CERTAIN TRANSACTIONS
The Lubar family, Lubar & Co. Incorporated, Venture Capital Fund,
L.P., a fund managed by Lubar & Co., and William T. Donovan own 5.3%, 0.8%, 6.0%
and 0.7%, respectively, of Emmpak Foods, Inc., a customer of Total Logistics
Control, LLC, a 66.67% owned subsidiary of the Company. During the Company's
1999 fiscal year, Emmpak Foods, Inc. accounted for approximately $2.8 million in
gross revenue for Total Logistics Control, LLC. David J. Lubar serves as a
director of Emmpak Foods, Inc.
Sheldon B. Lubar and David J. Lubar are officers and directors of
Lubar & Co. Incorporated, and each own 50% of its capital stock. The Company's
headquarters shares offices with Lubar & Co. Incorporated. The office building
is owned by 700 North Water LLC, which is owned primarily by Sheldon B. Lubar,
David J. Lubar and the Lubar family (90%) and William T. Donovan (5%). The
Company pays its pro rata share of the rent, utilities and other expenses of
these premises. These expenses are approximately $7,000 per month.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers to file reports concerning their
ownership of Company equity securities with the Securities and Exchange
Commission and the Company. Based solely upon information provided to the
Company by individual directors and executive officers, the Company believes
that during the fiscal year ended December 31, 1999, all its directors and
executive officers complied with the Section 16(a) filing requirements, except
that Form 5 filings required with respect to the receipt of options to purchase
Common Stock by Sheldon B. Lubar, Nicholas F. Brady, Albert O. Nicholas, David
J. Lubar, William T. Donovan and 0yvind Solvang were not timely filed.
MISCELLANEOUS
Independent Auditors
Arthur Andersen LLP acted as the independent auditors for the Company
in 1999 and it is anticipated that such firm will be similarly appointed to act
in 2000. Representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting with the opportunity to make a statement if they so desire.
Such representatives are also expected to be available to respond to appropriate
questions.
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Shareholder Proposals
Proposals that shareholders of the Company intend to present at and
have included in the Company's proxy statement for the 2001 annual meeting of
shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
as amended ("Rule 14a-8"), must be received by the Company by the close of
business on November 20, 2000. Additionally, if the Company receives notice of a
shareholder proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., a
proposal a shareholder intends to raise at the 2001 annual meeting of
shareholders but does not intend to have included in the Company's proxy
statement for such meeting) after February 5, 2001, the persons named in proxies
solicited by the Board for the 2001 annual meeting of shareholders may exercise
discretionary voting power with respect to such proposal.
Other Matters
The cost of soliciting proxies will be borne by the Company. In
addition to soliciting proxies by mail, proxies may be solicited personally and
by telephone by certain officers and regular employees of the Company. The
Company will reimburse brokers and other nominees for their reasonable expenses
in communicating with the persons for whom they hold Common Stock.
By Order of the Board of Directors
C2, Inc.
/s/ David E. Beckwith
David E. Beckwith
Secretary
March 22, 2000
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C2, INC.
Proxy for Annual Meeting of Shareholders to be held April 27, 2000
The undersigned constitutes and appoints WILLIAM T. DONOVAN and DAVID E.
BECKWITH, or either of them, the true and lawful proxies of the undersigned,
with full power of substitution, to vote as designated below, all shares of C2,
Inc. which the undersigned is entitled to vote at the annual meeting of
shareholders of such corporation to be held at the Galleria Conference Room,
Firstar Center, 777 East Wisconsin Avenue, Milwaukee, Wisconsin on April 27,
2000, at 9:00 A.M., Central Time, and at all adjournments or postponements
thereof.
1. Election [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
of Directors below (except as marked to vote for all
to the contrary below) nominees listed below
Nicholas F. Brady, William T. Donovan, David J. Lubar, Sheldon B. Lubar and
William H. Lacy
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
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2. In their discretion upon all such other business as may properly come
before the meeting.
THE UNDERSIGNED HEREBY REVOKES ANY OTHER PROXY HERETOFORE EXECUTED BY THE
UNDERSIGNED FOR THE MEETING AND ACKNOWLEDGES RECEIPT OF NOTICE OF THE
ANNUAL MEETING AND THE PROXY STATEMENT.
(Please sign on the other side)
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PROXY NO. (Continued from other side) NO. OF SHARES
The shares represented by this proxy when properly executed will be
voted in the manner directed herein by the undersigned shareholder; but, if
no direction is indicated, this proxy will be voted FOR Item 1.
DATE: ________________________________, 2000
Signature ___________________________________
Signature if held jointly ___________________
Please sign exactly as your name appears on
your stock certificate. Joint owners should
each sign personally. A corporation should
sign full corporate name by duly authorized
officers and affix corporate seal. When
signing as attorney, executor, administrator,
trustee or guardian, give full title as such.
PLEASE SIGN AND MAIL PROXY IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF C2, INC.
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