SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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Check the appropriate box:
/ / Preliminary Proxy Statement
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14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Boston Acoustics, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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and 0-11
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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
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previously. Identify the previous filing by registration statement number,
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July 9, 1997
BOSTON ACOUSTICS, INC.
300 JUBILEE DRIVE
PEABODY, MA 01960
Dear Stockholder:
It is my pleasure to invite you to attend the Annual Meeting of Stockholders
of Boston Acoustics, Inc. (the "Company"). The Meeting will be held at the
Company on Tuesday, August 12, 1997, at 3:00 p.m.
The notice of meeting and proxy statement which follow describe the business
to be transacted at the Meeting. In addition, we plan to give you a report on
the status of the Company's business. Stockholders will have an opportunity to
comment and ask questions during the Meeting.
It is important that your shares be represented at the Meeting, regardless
of the number you may hold. Therefore, whether or not you plan to attend, please
sign, date and return the proxy card as soon as possible. This will not prevent
you from voting your shares in person if you do come to the Meeting.
I look forward to seeing you on August 12th.
Sincerely yours,
ANDREW G. KOTSATOS
CHIEF EXECUTIVE OFFICER
BOSTON ACOUSTICS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AUGUST 12, 1997, 3:00 P.M.
You are hereby notified that the Annual Meeting of Stockholders of Boston
Acoustics, Inc. (the "Company") will be held on August 12, 1997 at 3:00 p.m. at
the offices of the Company, 300 Jubilee Drive, Peabody, Massachusetts, to
consider and act upon the following matters:
1. To fix the number of directors of the Company at five (5) and to
elect five (5) directors for the ensuing year.
2. To approve the 1997 Stock Plan.
3. To ratify the action of the Directors in appointing Arthur Andersen
LLP as auditors for the Company.
4. To act upon such other business as may properly come before the
meeting or any adjournment thereof.
Even if you plan to attend the Meeting personally, please be sure to sign,
date and return the enclosed proxy in the enclosed envelope to:
The First National Bank of Boston
c/o Boston EquiServe
P. O. Box 1628
Boston, MA 02105
Only stockholders of record on the books of the Company at the close of
business on June 30, 1997 are entitled to receive notice of, and to vote at, the
Annual Meeting and at any adjournment thereof.
By order of the Board of Directors,
JOSEPH D.S. HINKLEY
CLERK
July 9, 1997
Important: In order to secure a quorum and to avoid the expense of additional
proxy solicitation, please vote, date and sign your proxy and return it promptly
in the envelope provided even if you plan to attend the Meeting personally. If
you do attend the Meeting and desire to withdraw your proxy and vote in person,
you may do so. Your cooperation is greatly appreciated.
BOSTON ACOUSTICS, INC.
EXECUTIVE OFFICES
300 JUBILEE DRIVE
PEABODY, MA 01960
PROXY STATEMENT
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement and the accompanying proxy form are being mailed by
Boston Acoustics, Inc. (the "Company") to the holders of record of the Company's
outstanding shares of Common Stock, $.01 par value ("Common Stock"), commencing
on or about July 9, 1997. The accompanying proxy is solicited by the Board of
Directors of the Company for use at the Annual Meeting of Stockholders to be
held on August 12, 1997 (the "Meeting") and any adjournments thereof. The cost
of solicitation of proxies will be borne by the Company. Directors, officers and
employees may assist in the solicitation of proxies by mail, telephone,
telegraph, and personal interview without additional compensation.
When a proxy is returned, prior to or at the Meeting, properly signed, the
shares represented thereby will be voted by the proxies named in accordance with
the stockholder's instructions indicated on the proxy card. You are urged to
specify your choices on the enclosed proxy card. If the proxy is signed and
returned without specifying choices, the shares will be voted FOR the election
of Directors as set forth in this Proxy Statement, FOR proposal 2, FOR proposal
3 and in the discretion of the proxies as to other matters that may properly
come before the Meeting. SENDING IN A PROXY WILL NOT AFFECT A STOCKHOLDER'S
RIGHT TO ATTEND THE MEETING AND VOTE IN PERSON. A proxy may be revoked by notice
in writing delivered to the Clerk of the Company at any time prior to its use,
by a duly-executed proxy bearing a later date, or by voting in person by ballot
at the Meeting. A stockholder's attendance at the Meeting will not by itself
revoke a proxy.
VOTING SECURITIES AND RECORD DATE
The Company has one class of Common Stock outstanding. Each share of Common
Stock is entitled to one vote. The Board of Directors has fixed June 30, 1997 as
the record date for the Meeting. Only holders of record of the Company's Common
Stock on the record date are entitled to notice of and to vote at the Meeting.
On the record date, there were 3,291,366 shares of Common Stock issued and
outstanding.
Under Massachusetts law and the Company's By-laws, the presence of holders
of a majority in interest of the issued and outstanding Common Stock entitled to
vote at the Meeting, represented in person or by proxy, shall constitute a
quorum.
Election of directors is by plurality of the votes cast at the Meeting.
Approval of the 1997 Stock Plan and ratification of the appointment of Arthur
Andersen LLP as the Company's auditors requires a vote of the majority of the
Common Stock represented in person or by proxy at the Meeting and voting
thereon. With regard to the election of directors, votes may be left blank, cast
in favor or withheld; votes that are left blank will be excluded entirely from
the vote and will have no effect. Votes that are withheld will have the effect
of a negative vote. Abstentions may be specified on all proposals (other than
the election of directors) and will be counted as present for purposes of the
proposal on which the abstention is noted. Because the proposals to approve the
1997 Stock Plan and to ratify the appointment of Arthur Andersen LLP as the
Company's auditors require the approval of a majority of the votes properly cast
at the Meeting, either in person or by proxy, abstentions will have the effect
of a negative vote. Broker non-votes (i.e., shares held by a broker or nominee
which are represented at the Meeting, but with respect to which the broker or
nominee is not empowered to vote on a particular proposal) will be counted in
determining a quorum for each proposal. However, broker non-votes will be
treated as unvoted shares and, accordingly,
will not be counted in determining the outcome of any proposal which requires
the affirmative vote of a majority of the votes cast.
The Company's Annual Report to Stockholders, including financial statements
for the fiscal year ended March 29, 1997, is being mailed to stockholders of
record of the Company concurrently with this Proxy Statement. The Annual Report
to Stockholders is not, however, a part of the proxy soliciting materials.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
One of the purposes of the Meeting is to fix the number of directors of the
Company at five (5) and to elect five (5) directors to serve until the next
annual meeting of stockholders and until their successors shall have been duly
elected and qualified. It is intended that the proxies solicited by the Board of
Directors will be voted in favor of the five (5) nominees named below, unless
otherwise specified on the proxy card. All of the nominees have consented to be
named and to serve if elected. Andrew G. Kotsatos, Fred E. Faulkner, Jr., George
J. Markos, and Lisa M. Mooney were previously elected by the stockholders.
Gerald Walle is not currently a member of the Board.
The Board knows of no reason why any of the nominees will be unavailable or
unable to serve as a Director, but in such event, proxies solicited hereby will
be voted for the election of another person or persons to be designated by the
Board of Directors.
Lisa M. Mooney is the sister of Paul F. Reed, an executive officer.
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES LISTED
BELOW.
The following are summaries of the background and business experience and
descriptions of the principal occupations of the nominees:
Andrew G. Kotsatos (age 57) has been a Director and Assistant Clerk since
co-founding the Company in February 1979. He served as Executive Vice President
of the Company from its inception until April 1986 and as President until
November 1996, when he became Chief Executive Officer and Treasurer. Mr.
Kotsatos previously held positions with two other audio manufacturers, KLH
Research and Development Corporation and Advent Corporation. His last position
at Advent was Audio Products Manager and Chief Speaker Designer.
Fred E. Faulkner, Jr. (age 50) has been a Director of the Company since
December 1986 and has served as President and Chief Operating Officer of the
Company since March 1997. Mr. Faulkner was previously employed by the Millipore
Corporation, a leader in separation technology, for 28 years working in a
variety of positions. His last position at Millipore was Vice President of
Technical Operations of Millipore's Microelectronics Division.
George J. Markos (age 48) has been a Director of the Company since August
1996. Mr. Markos has been Senior Vice President and General Counsel of
Yell-O-Glow Corporation, a produce distributor, since 1991. Between 1988 and
1991, Mr. Markos was Senior Counsel and Assistant Secretary of Norton Company,
Inc., a manufacturer of abrasive products and industrial ceramics.
Lisa M. Mooney, formerly Lisa M. Reed, (age 31) has been a Director of the
Company since May 1996. She was Director of Corporate Planning of the Company
from January 1994 to June 1996. Previously, Mrs. Mooney was a lending officer in
the Global Banking unit of the Bank of Boston. Mrs. Mooney holds an
undergraduate degree from the University of Pennsylvania and a MBA from Boston
University.
2
Gerald Walle (age 44) has been nominated for election as a Director to the
Company for the first time. Mr. Walle has been employed by the Millipore
Corporation, a leader in separation technology, for the past nine years. Since
1988 he has been Vice President and General Manager of Millipore's
Microelectronics Division. Previously, Mr. Walle was in international marketing
and business development for Bendix Corporation and Instrumentation Laboratory
and strategic planning for Mars & Company. He is a graduate of the Harvard
Business School and Ecole Polytechnique, Paris, France.
BOARD OF DIRECTORS
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors met four times during the fiscal year ended March 29,
1997. The Board of Directors has standing Audit and Compensation Committees. The
Board has no nominating committee. All of the directors attended 80% or more of
the meetings of the Board and of the Board committees on which they served
during the fiscal year ended March 29, 1997.
The Compensation Committee is responsible for evaluating compensation plans
for employees, management and directors, and making recommendations on
compensation to the Board. It currently consists of George J. Markos and Lisa M.
Mooney. During the fiscal year ended March 29, 1997, the Compensation Committee
also included Fred E. Faulkner, Jr. The Compensation Committee met once during
the fiscal year ended March 29, 1997. The Audit Committee, which consists of
George J. Markos and Lisa M. Mooney, oversees the accounting and audit functions
of the Company, including matters relating to the appointment and activities of
the Company's auditors. During the fiscal year ended March 29, 1997, the Audit
Committee also included Fred E. Faulkner, Jr. The Audit Committee met once
during the fiscal year ended March 29, 1997. It is proposed that if elected
Gerald Walle will become a member of the Compensation Committee and the Audit
Committee.
COMPENSATION OF DIRECTORS
Each Director who is not an officer of the Company is entitled to an annual
fee of $6,000, an additional annual fee of $1,500 for service on the Audit
Committee, and an additional annual fee of $1,000 for service on the
Compensation Committee.
PRINCIPAL AND MANAGEMENT STOCKHOLDERS
The following table reflects the number of shares of the Company's Common
Stock beneficially owned as of June 30, 1997 (i) by each person who is known by
the Company to own beneficially more than 5% of the Company's Common Stock, (ii)
by each of the Directors and nominees for Director, (iii) by each of the
executive officers named in the Summary Compensation Table in this Proxy
Statement and (iv) by all Directors, nominees for Director and executive
officers as a group. In accordance with Rule 13d-3 under the Securities Exchange
Act of 1934, as amended, a person is deemed to be the beneficial owner, for
purposes of this table, of any shares of Common Stock if he or she has or shares
voting power or investment power with respect to such security or has the right
to acquire beneficial ownership at any time within sixty days of June 30, 1997.
As used herein "voting power" is the power to vote or direct the voting of
shares, and "investment power" is the power to dispose of or direct the
disposition of shares. Except as indicated in the notes following the table
below, each individual named has sole voting and investment power with respect
to the shares listed as being beneficially owned by such individual.
3
NUMBER OF SHARES
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED COMMON STOCK
- --------------------------------------------- ----------------- -----------------
Andrew G. Kotsatos........................... 961,275(1) 29.1
300 Jubilee Drive
Peabody, MA 01960
Fred E. Faulkner, Jr......................... 25,958(2) **
300 Jubilee Drive
Peabody, MA 01960
T. Rowe Price Associates, Inc................ 415,000(3) 12.6
100 East Pratt Street
Baltimore, MD 21202
Moses A. Gabbay.............................. 35,787(4) 1.1
Ira S. Friedman.............................. 11,924 **
Robert L. Spaner............................. 7,606 **
Debra A. Ricker-Rosato....................... 13,577(5) **
Lisa M. Mooney............................... 159,174 4.8
George J. Markos............................. 0 **
Gerald Walle*................................ 0 **
All Directors and Executive Officers as a 1,223,102(6) 36.7
group (10 persons)...........................
- ------------------------
* Nominee for Director.
** Indicates less than 1% ownership.
(1) Includes 244,986 shares owned by Mr. Kotsatos' wife, individually and as
trustee for the benefit of their children, as to which beneficial ownership
is disclaimed.
(2) Includes 400 shares held by Mr. Faulkner's wife as custodian for their
children as to which beneficial ownership is disclaimed.
(3) According to a letter dated February 14, 1997 from Dorothy B. Jones,
Assistant Vice President of T. Rowe Price Associates, Inc. (Price
Associates), Price Associates has sole voting power for 20,000 shares and
sole dispositive power for 415,000 shares. These securities are owned by
various individual and institutional investors which Price Associates serves
as investment adviser with power to direct investments and/or sole power to
vote the securities. For purposes of the reporting requirements of the
Securities Exchange Act of 1934, as amended, Price Associates is deemed to
be a beneficial owner of such securities; however, Price Associates
expressly disclaims that it is, in fact, the beneficial owner of such
securities.
(4) Includes 7,545 shares jointly owned by Mr. Gabbay and his son and 7,546
shares jointly owned by Mr. Gabbay and his daughter.
(5) Includes 11,910 shares jointly owned by Ms. Ricker-Rosato and her husband.
(6) Includes 245,386 shares as to which the Directors and named executive
officers disclaimed beneficial ownership as described above. See footnotes 1
and 2.
4
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following tables and notes present the compensation received by the
Company's Chief Executive Officer and the four most highly paid executive
officers other than the Chief Executive Officer for each of the last three
fiscal years.
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ ------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION UNDERLYING COMPENSATION
PRINCIPAL POSITION YEAR(1) ($) ($) ($)(2) OPTIONS (#) ($)
- ------------------------------------- ------- ------- ------- ------------ ------------ ------------
Francis L. Reed...................... 1997 200,000 98,487 34,575 -- 69,763(3)
(Former Chief Executive Officer & 1996 225,150 169,890 17,540 -- 69,763
Treasurer) (6) 1995 200,200 122,139 8,676 -- 69,018
Andrew G. Kotsatos................... 1997 250,000 85,000 17,533 40,000 36,629(4)
(Chief Executive Officer & 1996 190,375 66,164 18,352 -- 35,439
Treasurer) (7) 1995 170,500 61,394 23,393 -- 33,980
Ira S. Friedman...................... 1997 172,308 22,838 -- -- 2,345(5)
(Vice President-Marketing) 1996 140,981 29,479 -- 10,000 2,009
1995 124,154 25,817 -- -- 118
Moses A. Gabbay...................... 1997 158,750 32,305 -- 25,000 1,870(5)
(Vice President-Engineering) 1996 148,750 31,680 -- -- 2,240
1995 138,750 29,480 -- -- 146
Robert L. Spaner..................... 1997 110,577 22,040 -- 20,000 1,524(5)
(Vice President-Sales) 1996 101,538 20,836 -- 10,000 1,429
1995 80,000 16,873 -- -- 77
Debra A. Ricker-Rosato............... 1997 94,609 18,726 -- 2,500 1,111(5)
(Vice President-Finance) 1996 84,167 17,563 -- 5,000 1,066
1995 74,750 15,683 -- -- 83
- ------------------------
(1) The Company's fiscal year ends on the last Saturday of March.
(2) Reflects car allowances provided by the Company.
(3) Represents the amount paid in premiums for two life insurance policies, each
with split dollar arrangements, one covering the life of Mr. Reed and the
other covering the survivor of Mr. Reed and his spouse. The Company, Mr.
Reed and Mr. Reed's spouse entered into agreements concerning the respective
life insurance policies pursuant to which the Company did receive upon the
insureds' deaths, an amount equal to the aggregate amount of its premium
payments under the respective policies and the beneficiary of the policies
will receive the excess.
(4) Includes $34,483 paid in premiums for two life insurance policies, each with
split dollar arrangements, one covering the life of Mr. Kotsatos and the
other covering the survivor of Mr. Kotsatos and his spouse. The Company, Mr.
Kotsatos and Mr. Kotsatos' spouse entered into agreements concerning the
life insurance policies pursuant to which the Company will receive, in the
event of the insureds' deaths, an amount equal to the aggregate amount of
its premium payments under the respective policies and the beneficiary of
the policies will receive the excess. Also includes $2,146 contributed by
the Company under a defined contribution plan established under Section
401(k) of the Internal Revenue Code, as amended (the "Code").
5
(5) Reflects Company contributions under a defined contribution plan established
under Section 401(k) of the Code.
(6) Mr. Reed died on November 16, 1996.
(7) Mr. Kotsatos was appointed Chief Executive Officer and Treasurer on November
26, 1996. Previously, he was President and Chief Operating Officer.
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table sets forth certain information concerning grants of
stock options made during the fiscal year ended March 29, 1997 to the named
executive officers:
INDIVIDUAL GRANTS
------------------------------------------------- POTENTIAL REALIZABLE
PERCENT VALUE AT ASSUMED
NUMBER OF OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS EXERCISE PRICE
UNDERLYING GRANTED TO OR BASE APPRECIATION FOR
OPTIONS EMPLOYEES PRICE PER OPTION TERM (2)
GRANTED IN FISCAL SHARE EXPIRATION ----------------------
NAME (#) 1997 ($/SH)(1) DATE 5% ($) 10% ($)
- ----------------------------------- ----------- ---------- --------- ---------- ---------- ----------
Andrew G. Kotsatos................. 40,000(3) 40.1 19.25 01/07/02 212,736.80 470,092.70
Moses A. Gabbay.................... 25,000(4) 25.5 17.50 01/07/02 120,873.18 267,098.13
Robert L. Spaner................... 20,000(5) 20.4 17.50 01/07/02 96,698.55 213,678.50
Debra A. Ricker-Rosato............. 2,500(6) 2.6 17.50 01/07/02 12,087.32 26,709.81
- ------------------------
(1) All options, except the options granted to Mr. Kotsatos, were granted at an
exercise price equal to market value of the Company's Common Stock on the
date of grant as determined by the closing price of the Common Stock on the
Nasdaq National Market. The options granted to Mr. Kotsatos were granted at
an exercise price equal to 110% of market value of the Company's Common
Stock on the date of grant as determined by the closing price of the Common
Stock on the NASDAQ National Market.
(2) The 5% and 10% assumed annual compound rates of stock price appreciation are
mandated by rules of the Securities and Exchange Commission and do not
represent the Company's estimate or projection of future Common Stock
prices.
(3) So long as Mr. Kotsatos remains an employee of the Company, options for the
purchase of shares of Common Stock are exercisable in annual installments
equal to one fifth of the total number of shares underlying such options on
each of January 7, 1997, 1998, 1999, 2000 and 2001.
(4) So long as Mr. Gabbay remains an employee of the Company, options for the
purchase of shares of Common Stock are exercisable in annual installments
equal to one fifth of the total number of shares underlying such options on
each of January 7, 1998, 1999, 2000, 2001 and 2002.
(5) So long as Mr. Spaner remains an employee of the Company, options for the
purchase of shares of Common Stock are exercisable in annual installments
equal to one fourth of the total number of shares underlying such options on
each of January 7, 1998, 1999, 2000 and 2001.
(6) So long as Ms. Ricker-Rosato remains an employee of the Company, options for
the purchase of shares of Common Stock are exercisable in annual
installments equal to one third of the total number of shares underlying
such options on each of January 7, 1998, 1999, and 2000.
6
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
The following table sets forth information with respect to the named
executive officers concerning the exercise of options during the last fiscal
year and unexercised options held as of the end of the fiscal year.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)(2)
SHARES ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE REALIZED ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- --------------- --------------- ----------- ------------- ----------- --------------
Andrew G. Kotsatos........... -- -- 8,000 32,000(3) 36,000 144,000
Moses A. Gabbay.............. -- -- -- 25,000(4) -- 156,250
Ira S. Friedman.............. -- -- 3,333 6,667(5) 17,498 35,002
Robert L. Spaner............. -- -- 3,333 26,667(6) 14,165 153,335
Debra A. Ricker-Rosato....... -- -- 1,667 5,833(4) 7,083 29,792
- ------------------------
(1) Value realized equals fair market value on the date of exercise, less the
exercise price, times the number of shares acquired without deducting taxes
or commissions paid by employee.
(2) Value of unexercised options equals fair market value of the shares
underlying in-the-money options on March 29, 1997 ($23.75 per share), which
was the last trading day of the Company's fiscal year, less exercise price,
times the number of options outstanding.
(3) The exercise price of this option is $19.25 per share.
(4) The exercise price of this option is $17.50 per share.
(5) The exercise price of this option is $18.50 per share.
(6) The exercise prices of these options are $17.50 and $19.50 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Lisa M. Mooney, a member of the Compensation Committee of the Board of
Directors during the fiscal year ended March 29, 1997, is the sister of Paul F.
Reed, an executive officer. Lisa M. Mooney and Paul F. Reed were the daughter
and son of Francis L. Reed, the former Chief Executive Officer and Treasurer of
the Company, who died on November 16, 1996, and Dorothea T. Reed, a former
director of the Company, who died on January 5, 1997. Although Fred E. Faulkner,
Jr. participated in the deliberations and decisions of the Compensation
Committee during fiscal 1997, he resigned from the Compensation Committee in
March 1997 when he became President and Chief Operating Officer.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND
THE STOCK PERFORMANCE GRAPH CONTAINED ELSEWHERE HEREIN SHALL NOT BE INCORPORATED
BY REFERENCE INTO ANY SUCH FILINGS NOR SHALL THEY BE DEEMED TO BE SOLICITING
MATERIAL OR DEEMED FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED.
7
REPORT OF THE COMPENSATION COMMITTEE
During the fiscal year ended March 29, 1997, the Compensation Committee of
the Board of Directors was responsible for establishing and administering the
compensation policies which govern annual salary, bonuses, and stock-based
incentives (currently stock options) for directors and officers.
OVERVIEW
The Company has historically established levels of executive compensation
that provide for a base salary intended to allow the Company to hire and retain
qualified management. The Company has also provided annual cash incentive
bonuses based on the Company's performance during the fiscal year to reward
executives for their contributions to the Company's achievements. From time to
time the Company has also granted stock options to executives and key employees
to keep the management focused on the stockholders' interests. The Compensation
Committee believes that the Company's past and present executive compensation
practices provide an overall level of compensation that is competitive with
companies of similar size, complexity and financial performance and that its
executive compensation practices have allowed it to retain key personnel whose
contribution has maintained and increased the Company's profitability.
The Compensation Committee determines the compensation of the executive
officers of the Company and sets policies for and reviews the compensation
awarded to the other officers of the Company. This is designed to ensure
consistency throughout the officer compensation programs. In reviewing the
individual performances of the executive officers (other than the Chief
Executive Officer and President) the Compensation Committee takes into account
the views of the Chief Executive Officer and the President. In fiscal 1997, the
Compensation Committee determined the base salary and bonus for executive
officers, other than for the Chief Executive Officer and the President, based
largely on recommendations by the Company's Chief Executive Officer and
President.
The Compensation Committee expects to review annually the annual and
long-term compensation of all the Company's executives and employees to assure
that all of the Company's executives and employees continue to be properly
motivated to serve the interests of the Company's stockholders.
EXECUTIVE OFFICER COMPENSATION
BASE SALARY. Base salary is generally set within the ranges of salaries of
executive officers with comparable qualifications, experience and
responsibilities at other companies of similar size, complexity and
profitability taking into account the position involved and the level of the
executive's experience. In addition, consideration is given to other factors,
including an officer's contribution to the Company as a whole. Since fiscal year
1996, the base salary for the named executive officers, other than the Chief
Executive Officer and the President, increased on average approximately $15,202.
The Compensation Committee awarded such increases to keep the Company a
competitive employer and to allow for increases in the cost of living.
ANNUAL BONUS COMPENSATION. Over the past five fiscal years, the Company has
awarded cash bonuses to its executive officers on a discretionary basis. In
determining bonus awards, the Compensation Committee considers the financial and
nonfinancial achievements of the Company, including revenue growth,
profitability, expansion of the Company's markets and new product introductions.
8
In fiscal 1997, the Compensation Committee slightly increased the cash
bonuses of the executive officers, including the persons serving as Chief
Executive Officer during fiscal 1997, generally in proportion to increases in
base compensation. The Compensation Committee believes that bonuses are
necessary to keep total compensation of the Company's executives competitive
with executive compensation at similarly situated companies. It is expected that
bonus compensation will continue to move in parallel with increases in base
salary until such time as the Company's financial results, the individual
performance of the executive or the job market for key executives, warrants a
change in the percentage of total compensation which is comprised of bonuses.
LONG TERM INCENTIVES. Currently, stock options are the Company's primary
long-term incentive vehicle. Stock option awards have been made from time to
time to persons who currently serve as middle and upper level managers,
including the Chief Executive Officer and other executive officers named in the
Summary Compensation Table. The size of awards has historically been based on
position, responsibilities, and individual performance. The Compensation
Committee believes that the long-term incentives awarded by the Company in
fiscal 1994, 1995 and 1996 were generally below the levels found at the
comparable companies. In fiscal 1997, the Company made awards to middle and
upper level managers in an effort to improve this aspect of the Company's
compensation program and will continue to monitor this aspect of compensation.
The Compensation Committee is aware that the Company's grants of stock
options are less frequent and smaller in size than the grants of many comparable
companies, although the Board believes that the overall mix of compensation
components has been adequate. The Compensation Committee believes that this
aspect of compensation must receive more emphasis in the future to assure that
all of the Company's key employees continue to focus on the profitability of the
Company and, thus, the interests of the Company's stockholders. Accordingly, the
Compensation Committee has recommended to the Board of Directors the
authorization of additional stock options for employees. As a result of this
recommendation and other factors, the Board of Directors has submitted Proposal
No. 2 of this Proxy Statement to a vote of the stockholders of the Company.
Although Fred E. Faulkner, Jr. participated in the deliberations and
decisions of the Compensation Committee during fiscal 1997, he resigned from the
Compensation Committee in March 1997 when he became President and Chief
Operating Officer.
CHIEF EXECUTIVE OFFICER COMPENSATION. In determining the compensation of
the Company's former Chief Executive Officer, Francis L. Reed, for fiscal 1997,
the Compensation Committee considered the demonstrated leadership he brought to
the Company and the excellent performance of the Company during fiscal 1996. Mr.
Reed's bonus compensation for fiscal 1997 was reduced due to a partial year of
service. Subsequent to Francis L. Reed's death, Andrew G. Kotsatos succeeded Mr.
Reed as Chief Executive Officer and Treasurer. Mr. Kotsatos' salary did not
increase during fiscal 1997 as a result of his assuming the role of Chief
Executive Officer and Treasurer. However, Mr. Kotsatos was awarded options to
purchase 40,000 shares of Common Stock, as reflected in the stock option table,
in recognition of his additional responsibilities.
The Compensation Committee
George J. Markos
Lisa M. Mooney
9
STOCK PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return of the
Company's Common Stock against the cumulative total return on the CRSP Total
Return Index for the NASDAQ Stock Market (U.S. Companies) and a Company-selected
peer group index that includes: Harmon Industries, Inc., Polk Audio, Inc. and
Cambridge SoundWorks, Inc., over a five-year period beginning March 31, 1992 and
ending March 29, 1997. The peer group index was formed on a weighted average
basis based on market capitalizations, adjusted at the end of each year.
Cumulative total return is measured assuming an initial investment of $100 on
March 31, 1992 and reinvestment of dividends. On August 28, 1996, International
Jensen, Inc., a former member of the peer group index, was acquired by Recoton
Corporation and is no longer operated as a separate entity. Accordingly, the
Company has replaced International Jensen, Inc. with Cambridge SoundWorks, Inc.
as a member of the Company's peer group index.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG BOSTON ACOUSTICS, INC.,
THE NASDAQ MARKET-US INDEX AND A PEER GROUP INDEX
CUMULATIVE TOTAL RETURN
-----------------------------------------------------
3/92 3/93 3/94 3/95 3/96
BOSTON ACOUSTICS INC........................................... BOSA 100 96 100 101 104
PEER GROUP..................................................... PPEER1 100 119 196 262 276
NASDAQ STOCK MARKET (U.S.)..................................... INAS 100 115 124 138 187
3/97
BOSTON ACOUSTICS INC........................................... 146
PEER GROUP..................................................... 250
NASDAQ STOCK MARKET (U.S.)..................................... 208
10
PROPOSAL NO. 2 -- APPROVAL OF THE 1997 STOCK PLAN
DESCRIPTION OF 1997 STOCK PLAN
GENERAL. On May 28, 1997, the Board of Directors adopted the Company's 1997
Stock Plan and 300,000 shares of Common Stock were reserved for issuance
thereunder as options to employees, officers, directors and consultants of the
Company and to permit a director who is not also an officer or employee of the
Company to purchase shares of Common Stock with his or her cash fee for service
as a director (the 1997 Stock Plan, as amended, the "Plan"). The Board of
Directors has reserved 20,000 shares of Common Stock for issuance pursuant to
the purchase feature of the Plan. The Plan is intended to encourage ownership of
the Company's Common Stock by employees, officers, directors and consultants of
the Company. The Plan provides for the granting of incentive stock options
("ISOs") which are intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986 (the "Code") as well as non-qualified stock
options ("Non-Qualified Options") which do not meet the requirements of Section
422 of the Code. If any unexercised option granted pursuant to the Plan lapses
or terminates for any reason, the shares of Common Stock covered thereby are
again available for subsequent option grants under the Plan.
As of June 30, 1997, no options issued under the Plan have been received or
allocated and no director has had an opportunity to make a direct purchase
Common Stock under the Plan.
ADMINISTRATION OF THE PLAN. The Plan will be administered by the
Compensation Committee of the Board of Directors. Subject to the terms of the
Plan, the Compensation Committee determines the employees to whom options will
be granted, the number of shares to be covered by such options and the terms of
such options.
STOCK OPTION FEATURES. The Compensation Committee may, at its discretion,
select any eligible person to participate in the Plan. Non-Qualified Options may
be granted to any director, officer, employee or consultant of the Company. Only
employees of the Company are eligible to receive ISOs. As of June 13, 1997,
there were approximately 264 persons eligible to receive options issued pursuant
to the Plan. The number of options granted to any eligible person is within the
discretion of the Compensation Committee, subject to certain conditions
concerning ISOs.
The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to ISOs which first become exercisable in any calendar year by
an employee may not exceed $100,000. ISOs may not be granted at less than the
fair market value of the Common Stock on the date of grant or 110% of fair
market value in the case of incentive stock options granted to any optionee
holding 10% or more of the total combined voting power of all classes of stock
of the Company. In addition, no ISO is exercisable after 10 years from the date
on which it is granted, and in the case of ISOs granted to an employee holding
10% or more of the total combined voting power of all classes of stock of the
Company, the term shall not exceed 5 years from the date of grant.
Options issued under the Plan are exercisable only by the optionee during
the life of the Optionee and, generally, are not transferable, except by will or
the laws of descent and distribution. The Compensation Committee shall determine
the period of time during which an optionee may exercise an option following the
termination of employment or service to the Company subject to certain
restrictions set forth below with respect to ISOs. ISOs are generally only
exercisable while an optionee is employed by the Company, except that the
Compensation Committee may determine to permit exercise within up to three
months after termination of employment to the extent such option has vested at
the time of such
11
termination. If an optionee dies while employed by the Company or within three
months of the termination of his or her employment by the Company, such
optionee's ISOs may be exercised up to 12 months after his or her death. If an
optionee is permanently disabled during his or her employment by the Company,
such optionee's options may be exercised up to one year following termination of
his or her employment due to such disability.
The exercise price of options granted under the Plan is determined by the
Compensation Committee on the date of grant, subject to the limitation that the
exercise price may not be less than par value. However, there are certain
pricing restrictions for ISO's as set forth above. The exercise price of options
granted under the Plan must be paid in full upon exercise in cash, by delivery
of shares of Common Stock already owned by the optionee, by any other means the
Compensation Committee deems acceptable, or a combination thereof.
In the event of a consolidation or merger or sale of all or substantially
all of the assets of the Company in which outstanding shares of Common Stock are
exchanged for securities, cash or other property of any other corporation or
business entity or in the event of a liquidation of the Company, the Board of
Directors of the Company, or the board of directors of any corporation assuming
the obligations of the Company may, in its discretion, take any one or more of
the following actions as to outstanding options: (i) provide that such options
shall be assumed, or equivalent options shall be substituted, by the acquiring
or succeeding corporation (or an affiliate thereof); (ii) upon written notice to
the optionees, provide that all unexercised options will terminate immediately
prior to the consummation of such transaction unless exercised by the optionee
within a specified period following the date of such notice; (iii) in the event
of a merger under the terms of which holders of the Common Stock of the Company
will receive upon consummation thereof a cash payment for each share surrendered
in the merger (the "Merger Price"), make or provide for a cash payment to the
optionees equal to the difference between (A) the Merger Price times the number
of shares of Common Stock subject to such outstanding options (to the extent
then exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding options in exchange for the
termination of such options; and (iv) provide that all or any outstanding
options shall become exercisable in full immediately prior to such event;
provided that any action taken by the Board of Directors in connection with
above described events shall be in compliance with the applicable rules
promulgated by the SEC applicable to stock option plans intended to be qualified
for exemption from liability under Section 16(b) of the Securities Exchange Act
of 1934, as amended.
In the event of a stock dividend, stock split or other change in corporate
structure or capitalization affecting the Common Stock, the number and kind of
shares of stock or securities of the Company to be subject to the Plan and the
options then outstanding or to be granted thereunder, and the option price, will
be appropriately and proportionately adjusted by the Compensation Committee,
whose determination will be binding on all persons.
TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors may
terminate, modify or amend the Plan except that no amendment or modification for
which stockholder approval is required under Section 422 of the Code is
permissible without the approval of the stockholders of the Company. With
respect to ISOs, the Plan shall terminate on the earlier of (i) May 28, 2007 or
(ii) the date on which all shares available for issuance under the Plan have
been issued pursuant to the exercise or cancellation of options granted under
the Plan.
ACCOUNTING EFFECTS. Under current accounting rules, neither the grant nor
exercise of options under the Plan is expected to result in any charge to the
earnings of the Company. Options with variable exercise
12
prices or at an exercise price less the fair market value on the date of grant
may result in charges to earnings under certain circumstances.
DIRECT PURCHASES OF STOCK BY DIRECTORS WHO ARE NOT OFFICERS. The Plan
authorizes the purchase of up to 20,000 shares of Common Stock by a Director who
is not an officer or employee of the Company ("Eligible Director") using all or
a portion of the cash fee earned by such Eligible Director for service as a
director. Eligible Directors must make an irrevocable election to purchase
shares under the Plan at least six months prior to such purchase. The Company
shall issue shares to electing Eligible Directors in lieu of cash fees at the
closing price reported by NASDAQ for trading on the last day of the Company's
fiscal year for which trading is reported. Shares purchased shall be issued
effective as of the last day of the Company's fiscal year. Each electing
Eligible Director shall also receive an interest payment on the amount of fees
so paid in Common Stock equal to the prime rate (as reported in The Wall Street
Journal) accruing on the amount of such fees which are deferred from the date
such fees would otherwise have been paid in cash (currently, on a quarterly
basis) through the last day of the Company's fiscal year. Shares of Common Stock
purchased by Eligible Directors under the direct purchase provisions of the Plan
must be held for at least six months from the date of purchase. As of June 13,
1997, there were two Eligible Directors.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a brief summary
of certain Federal income tax consequences of option grants and exercises under
the Plan based upon the Federal income tax laws in effect on the date hereof.
1. INCENTIVE STOCK OPTIONS. An employee receiving an ISO will not realize
taxable income upon the grant of the ISO or upon its timely exercise. Exercise
of an ISO will be timely if made during its terms and if the employee remains an
employee of the Company or a subsidiary corporation at all times during the
period beginning on the date of grant of the ISO and ending on the date three
months before the date of exercise (or one year before the date of exercise in
the case of a disabled employee). Exercise of an ISO will also be timely if made
within twelve months of the date of death (provided it is exercisable by its
terms) by the legal representative of an employee who dies while in the employ
of the Company or a subsidiary corporation. However, the Plan limits the right
of the legal representative of any participant to exercise an option to one year
following death. Upon a sale of the stock received upon exercise, except as
noted below, the employee will generally recognize long-term capital gain or
loss equal to the difference between the amount realized upon such sale and the
exercise price. The Company, under these circumstances, will not be entitled to
any Federal income tax deduction in connection with the exercise of the ISO or
the sale of such stock.
If the stock acquired pursuant to an exercise of an ISO is disposed of by
the employee prior to the expiration of two years from the date of grant or
within one year from the date such stock is issued to him or her upon exercise
(a "disqualifying disposition"), any gain realized by the employee generally
will be taxable at the time of such disqualifying disposition, as follows: (i)
at ordinary income rates to the extent of the difference between the exercise
price and the lesser of the fair market value of the stock on the date the ISO
is exercised (the value on a later date is likely to govern in the case of an
employee whose sale of the stock at a profit could subject him or her to suit
under Section 16(b) of the Securities Exchange Act of 1934, as amended) or the
amount realized on such disqualifying disposition, and (ii) if the stock is a
capital asset of the employee, as short-term or long-term capital gain to the
extent of any excess of the amount realized on such disqualifying disposition
over the fair market value of the stock on the date which governs the
determination of the employee's ordinary income. In such case, the Company may
claim a Federal income tax deduction at the time of such disqualifying
disposition for the amount taxable to the employee
13
as ordinary income. Any capital gain realized by the employee will be long-term
capital gain if the employee's holding period for the stock at the time of
disposition is more than one year; otherwise it will be short-term. The amount
by which the fair market value of the stock on the exercise date of an ISO
exceeds the exercise price will be an item of tax preference for purposes of the
alternative minimum tax imposed by the Code.
2. NON-QUALIFIED OPTIONS. In the case of Non-Qualified Options (and in the
case of an untimely exercise of an ISO), the employee will not be taxed upon
grant of any such option, but rather, at the time of exercise of such
Non-Qualified Options, the employee, except as noted below, will realize
ordinary income for Federal income tax purposes in an amount equal to the excess
of the fair market value of the shares purchased over the exercise price. The
Company will generally be entitled to a tax deduction at such time and in the
same amount that the employee realizes ordinary income. If stock so acquired is
later sold or exchanged, then the difference between the sales price and the
fair market value of such stock on the date of exercise of the option is
generally taxable as long-term or short-term capital gain or loss depending upon
whether the stock has been held for more than one year after such date.
As stated above, generally income is realized by an employee upon exercise
of an Non-Qualified Option (or untimely exercise of an ISO). However, in the
case of such exercise of an option by an employee whose sale of shares at a
profit could subject the employee to suit under Section 16(b) of the Securities
Exchange Act of 1934, realization of income is postponed so long as a sale of
the shares would expose the employee to such suit, unless the employee elects
within 30 days after the exercise to be taxed as of the exercise date in the
manner described above. Absent such election, such an employee will realize
ordinary income at the time a sale would no longer expose him or her to such
suit in an amount equal to the excess of the fair market value of the shares at
that time over the exercise price. That fair market value will also govern for
purposes of the Company's deduction and for determining the employee's gain or
loss upon subsequent disposition of the shares.
3. EXERCISE WITH SHARES. An employee who pays the exercise price of a
Non-Qualified Option, in whole or in part, by delivering shares of the Company's
stock already owned by him or her will realize no gain or loss for Federal
income tax purposes on the shares surrendered, but otherwise will be taxed
according to the rules described above for Non-Qualified Options. (See "Certain
Federal Income Tax Consequences--2. Non-Qualified Options.") With respect to
shares acquired upon exercise which are equal in number to the shares
surrendered, the basis of such shares will be equal to the fair market value of
such shares on the date of exercise, and the holding period for such additional
shares will commence on the date the option is exercised.
When shares of the Company's stock are surrendered upon exercise of an ISO,
(i) no gain or loss will be recognized as a result of the exchange, (ii) a
number of shares received which is equal to the number of shares surrendered
will have a basis equal to that of the shares surrendered, and (except for
purposes of determining whether a disposition will be a disqualifying
disposition) will have a holding period which includes the holding period of the
shares exchanged and (iii) the remaining shares received will have a zero basis
and will have a holding period which begins on the date of the exchange. If any
of the shares received are disposed of within two years of the date of grant of
the ISO or within one year after exercise, the shares with the lowest basis
(i.e., a zero basis) will be deemed to be disposed of first, and such
disposition will be a disqualifying disposition giving rise to ordinary income
as discussed above.
The foregoing summary is not a complete description of the Federal income
tax aspects of the Plan. Moreover, the foregoing summary relates only to Federal
income tax; there may also be Federal estate and gift tax consequences
associated with the Plan, as well as foreign, state and local tax consequences.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE
1997 STOCK PLAN.
14
PROPOSAL NO. 3 -- RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors of the Company has appointed Arthur Andersen LLP as
auditors of the Company for the fiscal year ending March 28, 1998 and further
directed that management submit the selection of auditors for ratification by
the stockholders. Arthur Andersen LLP were the Company's auditors for the fiscal
year ended March 29, 1997.
Representatives of Arthur Andersen LLP are expected to be present at the
Meeting, with the opportunity to make a statement if they desire to do so, and
are expected to be available to respond to appropriate questions.
The Board of Directors recommends that you vote FOR the proposal to ratify
the choice of Arthur Andersen LLP as the Company's auditors.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
On June 13, 1997, the Company redeemed an aggregate of 898,201 shares of its
Common Stock from the estates of its co-founder, Francis L. Reed, and his wife,
Dorothea T. Reed. The shares were purchased at $26 5/8 per share.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Directors, executive officers and persons who own more than 10% of the
outstanding shares of Common Stock of the Company to file with the Securities
and Exchange Commission and The Nasdaq Stock Market reports of ownership and
changes in ownership of voting securities of the Company and to furnish copies
of such reports to the Company. Based solely on a review of copies of such
reports furnished to the Company or written representations from certain persons
that no reports were required for those persons, the Company believes that all
Section 16(a) filing requirements were complied with during the fiscal year
ended March 29, 1997, except that, through inadvertence: Andrew G. Kotsatos, an
executive officer and a Director, made one late filing, reporting two late
transactions.
STOCKHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Any stockholder proposal intended to be presented for consideration at the
Company's 1998 Annual Meeting of Stockholders, and included in the Company's
proxy statement must be received by the Company not later than March 10, 1998.
Any stockholder desiring to submit a proposal should consult applicable
regulations of the Securities and Exchange Commission.
OTHER MATTERS
As of the date of this Proxy Statement, management of the Company knows of
no matter not specifically referred to above as to which any action is expected
to be taken at the Meeting of Stockholders. It is intended, however, that the
persons named as proxies will vote the proxies, insofar as the same are not
limited to the contrary, in regard to such other matters and the transaction of
such other business as may properly be brought before the Meeting, as seems to
them to be in the best interests of the Company and its stockholders.
15
DETACH HERE
BOSTON ACOUSTICS, INC.
Proxy Solicited on Behalf of the Board of Directors of the Company for the
Annual Meeting of Stockholders - August 12, 1997
P
The undersigned hereby appoints Andrew G. Kotsatos and Fred E.
R Faulkner, Jr., or either of them, with full power of substitution, as
proxies of the undersigned to represent and vote all shares of stock of
O BOSTON ACOUSTICS, INC. which the undersigned would be entitled to vote,
if personally present, at the Annual Meeting of Stockholders of said
X Corporation, to be held at the Company's offices at 300 Jubilee Drive,
Peabody, Massachusetts on August 12, 1997 at 3:00 P.M., and at any
Y adjournments thereof, as directed below, on all matters coming before said
meeting.
This proxy when properly executed will be voted as directed on the
reverse side. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ELECTION AS DIRECTORS OF THE NOMINEES LISTED ON THE REVERSE SIDE, FOR
PROPOSAL 2, FOR PROPOSAL 3 AND IN THE DISCRETION OF THE PROXIES ON ITEM 4.
The undersigned hereby revokes all proxies heretofore given by the
undersigned to vote at said meeting or any adjournments thereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
----------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
----------------
DETACH HERE
/x/ Please mark
votes as in
this example.
1. To fix the number of directors
of the Company at five and to elect
five directors for the ensuing year.
2. To approve the 1997 Stock Plan. FOR AGAINST ABSTAIN
Nominees: Andrew G. Kotsatos, Fred E. / / / / / /
Faulkner, Jr., George J. Markos, Lisa M.
Mooney, Gerald Walle
FOR WITHHELD
/ / / / 3. To ratify the action of the / / / / / /
Directors in selecting Arthur
Andersen LLP as auditors for the
Company.
/ / 4. To transact such other business as may properly come before
-------------------------------------- the meeting.
For all nominees except as noted above
MARK HERE
FOR ADDRESS / / COMMENTS / /
CHANGE AND
NOTE AT LEFT
NOTE: If shares are registered in more than one name, signatures of
all such persons are required. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Signature Date: Signature: Date:
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