UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
Cybernet Internet Services International, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
[LOGO of CYBERBET INTERNET APPEARS HERE]
CYBERNET INTERNET
SERVICES INTERNATIONAL, INC.
Stefan-George-Ring 19-23
81929 Munich, Germany
To the Stockholders of Cybernet
Internet Services International, Inc.
You are cordially invited to attend the 1999 Annual Meeting of Stockholders
of Cybernet Internet Services International, Inc., a Delaware Corporation
("Cybernet"), to be held at the Holiday Inn Crowne Plaza, 194 Leopold Strasse,
Munich, Germany, on Monday, May 17, 1999, at 11:00 a.m., local time. A Notice
of Annual Meeting, a Proxy Statement, and a Proxy containing information about
the matters to be acted upon at the Annual Meeting are enclosed.
At the Annual Meeting, you will be asked to elect two directors of Cybernet
to serve until the next annual meeting of stockholders.
The Board of Directors of Cybernet has fixed April 2, 1999, as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the Annual Meeting. The formal notice of the meeting follows on the next
page. No admission tickets or other credentials will be required for
attendance at the meeting. Certain of the Company's directors and officers are
scheduled to be available before and after the meeting to speak with you.
During the meeting, we will answer your questions regarding our business
affairs and will consider the matters explained in the notice and proxy
statement that follow.
It is very important that your views be represented, whether or not you are
able to attend the Annual Meeting. Accordingly, please complete, sign and date
your proxy card and return it to us in the enclosed envelope as soon as
possible. Returning your completed proxy card will not limit your right to
vote in person if you attend the Annual Meeting.
Sincerely,
/s/ Andreas Eder
Andreas Eder
President, Chief Executive Officer
and Chairman of the Board
Munich, Germany
April 27, 1999
[LOGO OF CYBERNET INTERNET APPEARS HERE]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
Cybernet Internet Services International, Inc., a Delaware corporation (the
"Company"), will be held at the Holiday Inn Crowne Plaza, 194 Leopold Strasse,
Munich, Germany, on Monday, May 17, 1999, at 11:00 a.m., local time, for the
following purposes:
(1) To elect two Directors to serve for a three-year term expiring at the
2002 Annual Meeting of Stockholders.
(2) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 2, 1999 as
the record date for the determination of the holders of shares of Common Stock
and Series B Preferred Stock entitled to notice of and to vote at the 1999
Annual Meeting of Stockholders.
By Order of the
Board of Directors
/s/ Andreas Eder
Andreas Eder
President and Chief Executive
Officer
Munich, Germany
April 27, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER THAT
YOUR SHARES MAY BE REPRESENTED AT THE MEETING. NO POSTAGE IS NEEDED IF MAILED
IN THE UNITED STATES.
CYBERNET INTERNET SERVICES INTERNATIONAL, INC.
Stefan-George-Ring 19-23
81929 Munich, Germany
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Cybernet
Internet Services International, Inc., a Delaware corporation (the "Company"),
in connection with the 1999 Annual Meeting of Stockholders to be held at the
Holiday Inn Crowne Plaza, 194 Leopold Strasse, Munich, Germany, on May 17,
1999, at 11:00 a.m., local time, or any adjournment thereof (the "Annual
Meeting"). The Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1998 accompanies this Proxy Statement. This Proxy Statement
and the accompanying Notice of Annual Meeting of Stockholders and the enclosed
proxy card were first sent or given to stockholders of the Company on or about
April 27, 1999.
Holders of record of the Company's Common Stock, par value $.001 per share
(the "Common Stock") and Series B Preferred Stock, par value $.001 per share
(the "Series B Preferred Stock"), as of the close of business on April 2, 1999
will be entitled to vote at the Annual Meeting, and each holder of record of
Common Stock or Series B Preferred Stock, on such date will be entitled to one
vote for each share of Common Stock or Series B Preferred Stock held, as the
case may be. As of April 2, 1999, there were approximately 19,034,798 shares
of Common Stock, and 5,160,000 shares of Series B Preferred Stock outstanding,
respectively.
Shares of Common Stock and Series B Preferred Stock cannot be voted at the
Annual Meeting unless the beneficial owner is present or represented by proxy.
Any stockholder giving a proxy may revoke it at any time before it is voted by
giving written notice of revocation to the Company, c/o Andreas Eder,
President and Chief Executive Officer, at the address shown above, or by
executing and delivering prior to the Annual Meeting a proxy bearing a later
date. Any stockholder who attends the Annual Meeting may revoke a previously
submitted proxy by voting his or her shares of Common Stock or Series B
Preferred Stock in person.
All properly executed proxies, unless previously revoked, will be voted at
the Annual Meeting in accordance with the directions given. With respect to
the election of two Directors to serve until the 2002 Annual Meeting of
stockholders (the "Election Proposal"), stockholders of the Company voting by
proxy may vote in favor of the nominees or may withhold their vote for the
nominees.
The by-laws of the Company (the "By-Laws") provide that a majority of the
outstanding shares of each class of Common Stock and Series B Preferred Stock
entitled to vote on a given matter must be represented in person or by proxy
at the Annual Meeting in order to constitute a quorum for the transaction of
business. Abstentions and broker non-votes will be counted for purposes of
determining the existence of a quorum at the Annual Meeting.
The nominees for election as Directors will be elected by the affirmative
vote of a plurality of the shares of Common Stock and Series B Preferred
Stock, voting together as a single class, present in person or by proxy and
actually voting at the Annual Meeting. Abstentions and broker non-votes will
have no effect on the outcome of the voting to elect the two Director
nominees. A broker non-vote may occur when a nominee holding shares of Common
Stock or Series B Preferred Stock for a beneficial owner does not vote on a
proposal because such nominee does not have discretionary voting power and has
not received instructions from the beneficial owner.
Unless otherwise indicated, all dollar amounts have been converted from
Deutsche Marks to U.S. Dollars at the exchange rate of 1.79 Deutsche Marks for
one U.S. Dollar, which reflects the exchange rate in place on March 24, 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, certain information as of April 2, 1999,
regarding beneficial ownership of Common Stock and Series B Preferred Stock by
(i) each stockholder known by the Company to be the beneficial owner of more
than five percent (5%) of the outstanding shares of Common Stock or Series B
Preferred Stock, as the case may be; (ii) each director of the Company with
respect to the equity securities held by such directors; (iii) each executive
officer of the Company named in the Summary Compensation Table with respect to
the equity securities held by such executive officer; and (iv) all of the
Company's current executive officers and directors as a group with respect to
the equity securities held by such executive officers and directors. Stock
ownership information has been furnished to the Company by such beneficial
owners or is based upon filings made by such owners with the Securities and
Exchange Commission (the "Commission"). As of April 2, 1999, there were
19,034,798 shares of Common Stock, 1,200,000 shares of Series A Preferred
Stock and 5,160,000 shares of Series B Preferred Stock issued and outstanding.
Approximate
Name Shares Beneficially Owned Percentage of Class
------------------------ ------------------------------------- --------------------------------
Percentage Percentage
of Series of Series
Series A Series B Percentage A B
Executive Officers and Common Preferred Preferred of Common Preferred Preferred
Directors Stock Stock Stock Stock Stock Stock
---------------------- --------- ----------- ----------- ---------- ---------- ----------
Andreas Eder............ 1,573,082(1) 177,749 0 8.2% 14.8% *
Stefan-George-Ring 19
81929 Munich, Germany
Alessandro Giacalone.... 318,600(2) 36,000 0 1.7% 3.0% *
Stefan-George-Ring 19
81929 Munich, Germany
Tristan Libischer....... 150,000 0 0 * * *
Mariannengasse 14
1090 Vienna, Austria
Hubert Besner........... 1,261(3) 0 0 * * *
Widenmayerstr. 41
80538 Munich, Germany
G.W. Norman Wareham..... 0 0 0 * * *
1177 West Hastings
Street
Suite 1818
Vancouver, B.C., Canada
V6E 2K3
Robert Fratarcangelo.... 0 0 0 * * *
10842 Oak Crest
Fairfax, Virginia 22030
All executive officers
and directors as a
group
(10 persons)........... 2,042,943(4) 213,749 0 10.7% 17.8% *
Principal Stockholders,
Other Than Executive
Officers and Directors
-----------------------
Rudolf Strobl........... 474,117(5) 53,572 0 2.5% 4.5% *
Gleiwitzerstrasse 15
81929 Munchen, Germany
Holger Timm............. 2,462,175(6) 715,500(7) 5,160,000(8) 11.7% 59.6% 100%
Trabner Strasse 12
14193 Berlin, Germany
Cybermind Interactive
Europe, AG 1,440,000(9) 600,000 5,160,000 7.0% 50% 100%
Am Borsigturm 48
13507 Berlin, Germany
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*Indicates less than 1% beneficial ownership
2
(1) Includes 323,620 shares of Common Stock held by Mr. Eder's spouse. Also
includes 44,437 shares of Series A Preferred Stock, par value $.001 per
share (the "Series A Preferred Stock") held by Mr. Eder that are currently
convertible into Common Stock on a one-for-one basis. Of the 44,437 shares
of Series A Preferred Stock mentioned in the prior sentence, 9,407 shares
are held by Mr. Eder's spouse. Mr. Eder's spouse has sole investment and
sole voting power over all shares of Common Stock and Series A Preferred
Stock held by her and Mr. Eder disclaims beneficial ownership of any of
the shares held by her.
(2) Includes 9,000 shares of Series A Preferred Stock held by Mr. Giacalone
that are currently convertible into Common Stock on a one-for-one basis.
(3) Includes 1,261 shares of Common Stock held by Dr. Besner's spouse who has
sole voting and investment power with respect to such shares. Dr. Besner
disclaims beneficial of any of the shares held by her.
(4) Includes an aggregate of 53,437 shares of Series A Preferred Stock held by
the Company's executive officers and Directors that are currently
convertible into Common Stock on a one-for-one basis.
(5) Includes 13,393 shares of Series A Preferred Stock held by Mr. Strobl that
are currently convertible into Common Stock on a one-for-one basis.
(6) Includes 178,875 shares of Series A Preferred Stock held by Mr. Timm that
are currently convertible into Common Stock on a one-for-one basis. Of the
178,875 shares of Series A Preferred Stock mentioned in the prior
sentence, 150,000 shares are held by Mr. Timm indirectly through Cybermind
Interactive Europe, AG, a German company ("Cybermind"). Mr. Timm can be
deemed to control Cybermind as a result of his position as Chief Executive
Officer and Head of the Managing Board and principal shareholder. Also
includes 1,290,000 shares of Series B Preferred Stock held by Mr. Timm
indirectly through Cybermind that are currently convertible into Common
Stock on a one-for-one basis. Does not include an aggregate of 619,200
shares of Common stock sold by Mr. Timm to Alessandro Giacalone, Christian
Moosmann, Frank Lutze and Hans Bergbreiter pursuant to Stock Purchase
Agreements dated April 8, 1997 (the "April 8 Stock Purchase Agreements").
Also, does not include an aggregate of 72,000 shares of Series A Preferred
Stock sold by Mr. Timm to the same individuals mentioned in the previous
sentence pursuant to the April 8 Stock Purchase Agreements. Each of the
April 8 Stock Purchase Agreements (each of which involved employee
purchasers) provides that, subject to certain conditions, the securities
sold pursuant to it shall revert back to Mr. Timm if the buyer's
employment with the Company or its subsidiaries terminates for any reason
except without cause by the Company or one of its subsidiaries or if the
Company or one of its subsidiaries breaches its employment agreement with
the buyer.
(7) Includes 600,000 shares of Series A Preferred Stock held by Mr. Timm
indirectly through Cybermind. For an explanation of Mr. Timm's
relationship to Cybermind, see Footnote 6 above.
(8) Reflects shares of Series B Preferred Stock held by Mr. Timm indirectly
through Cybermind. For an explanation of Mr. Timm's relationship to
Cybermind, see Footnote 6 above.
(9) Includes 150,000 shares of Series A Preferred Stock held by Cybermind that
are currently convertible into Common Stock on a one-for-one basis. Also
includes 1,290,000 shares of Series B Preferred Stock held by Cybermind
that are currently convertible into Common Stock on a one-for-one basis.
3
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's Directors, executive officers and
persons who beneficially own more than 10% of the Common Stock or Series B
Preferred Stock to file with the Commission initial reports of beneficial
ownership and reports of changes in beneficial ownership of such Common Stock
or Series B Preferred Stock. Directors, executive officers and beneficial
owners of more than 10% of the Common Stock or Series B Preferred Stock are
required by Commission rules to furnish the Company with copies of all such
reports. To the Company's knowledge, based solely upon a review of the copies
of such reports furnished to the Company, all Section 16(a) filing
requirements applicable to the Company's Directors and executive officers have
been complied with since the Company registered under the Exchange Act on
March 31, 1999.
EXECUTIVE OFFICERS
Executive Officers
Executive officers are elected by the Board of Directors following each
annual meeting of stockholders to serve for a term set by the Board of
Directors and until their successors are duly elected and qualified. The
Company's current executive officers are listed below, together with their
age, positions with the Company and business experience for the past five
years.
Andreas Eder............ Age: 39
Mr. Eder, a co-founder of Cybernet Internet Dienstleistungen AG,
("Cybernet AG"), has been Chairman, President, Chief Executive
Officer and Head of the Managing Board of Cybernet AG since its
formation in December 1995, and has been Chairman of the Board of
Directors, President and Chief Executive Officer of the Company
and its predecessor since it acquired Cybernet AG in September
1997. Before founding Cybernet AG, Mr. Eder held management
positions with The Boston Consulting Group from April 1991 to
October 1995 and Siemens-Nixdorf from April 1986 to March 1991.
Mr. Eder holds a Masters degree in Business Administration from
the University of Munich.
Alessandro Giacalone.... Age: 47
Dr. Giacalone has been Chief Operating Officer of the Company and
its predecessor since October 1997 and a Director since February
1999. From September 1994 to May 1997, Dr. Giacalone was the
managing director of the European Computer Research Center
("ECRC") in Munich and from 1990 to September 1994, he was
research group leader at the ECRC. At the ECRC, he built a
commercial internet service enterprise which was the second such
enterprise in Germany. This project was completed by the end of
1996. Between 1984 and 1990, he was an assistant professor of
computer science at the State University of New York. Dr.
Giacalone graduated in computer science from the University of
Pisa and holds master's and doctoral degrees in computer science
from Brown University.
Timon Lutze............. Age: 42
Since March 1999, Mr. Lutze has served as a member of the Board
of Directors of Cybernet AG and as Managing Director, responsible
for the areas of marketing, sales and production. From November
1998 to March 1999, Mr. Lutze was Sales Director of Cybernet AG.
From October 1997 to March 1998, Mr. Lutze was head of the
operational division of Telekommunication Multimedia Consult
GmbH. From April 1996 to September 1997, Mr. Lutze was the Sales
Director of Alcatel Mobile Communications Division. From May 1993
to April 1996, Mr. Lutze held various positions with Alcatel in
Germany. Mr. Lutze graduated from the German military university
with degrees in Aerospace Engineering and Data Processing.
4
Christian Moosmann...... Age: 37
Mr. Moosmann has been Principal Accounting and Financial Officer
of the Company and its predecessor, having joined the Company's
predecessor in this capacity through its affiliate Cybernet AG in
August 1997. Before joining the Company's predecessor, he held
management positions with the ECRC from March 1995 to June 1997,
and with Siemens AG Devision ZFE central research and development
division from June 1990 to February 1995. He holds a degree in
accounting from the University of Rosenheim.
R. Walter Franz......... Age: 37
Mr. Franz is a director of Network Operations and has served in
this capacity since joining the Company in January 1999. From
January 1997 to January 1999, Mr. Franz was Director of
Operations Germany at MCI Worldcom, Inc. From January 1995 to
January 1997, Mr. Franz was Manager of Operations at MFS
Telecommunications GmbH. From June 1989 to December 1994, Mr.
Franz worked for Motorola where he was responsible for the
implementation of the infrastructure necessary to support
Motorola's European computer network.
Tristan Libischer ...... Age: 30
Mr. Libischer has been a Director of the Company and has served
in this capacity since February 17, 1999. He has been a Managing
Director and co-founder of Vianet Telekommunikations AG
("Vianet"), since September 1994 and has continued to serve in
this capacity since the Company acquired Vianet in December 1998.
From February 1992 to August 1994, he held various positions with
BARK Computerhandelgesellschaft mbH & Co. KG ("BARK Computer").
From November 1990 to January 1992, Mr. Libischer was a senior
consultant and sales engineer with 3C Group
Computerhandelsgesellschaft mbH ("3C Group").
Alexander Wiesmueller... Age: 30
Mr. Wiesmueller is a co-founder of Vianet and has been a Managing
Director of Vianet since 1994 and has continued to serve in this
capacity since the Company acquired Vianet in December 1998.
Prior to 1994, he was a technical manager for Buro Organisations
Team-Metro from 1989 to 1994. Mr. Wiesmueller held various
technical positions with Grafotron-Berthold & Stempet from 1986
to 1989, and was a consultant with Bohmann Druck und Verlag (New
Media) from 1985 to 1986.
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The Company's compensation program for executive management includes base
salaries, annual performance-based incentive bonus plans, and stock option
plans. The compensation of each executive officer was established by the Board
of Directors acting upon the recommendations of the Compensation Committee of
the Board of Directors (the "Compensation Committee"). See "- Compensation
Committee Report on Executive Compensation."
5
The following table sets forth the annual long-term and other compensation
for the Chief Executive Officer and the Company's other two most highly
compensated executive officers (the "named executives") during the last fiscal
year, as well as the total annual compensation paid to each individual for the
two previous fiscal years.
Summary Compensation Table
Annual Long-Term
Compensation Compensation
------------ ------------
Securities
Underlying All Other
Fiscal Optional Compensation
Name and Principal Position Year Salary ($)(4) SARs (#) ($)
--------------------------- ------ ------------ ------------ ------------
Andreas Eder................. 1998 96,135 100,000(2) N/A
Chairman, President and
Chief Executive Officer; 1997 65,066(1) 0
Head of Managing Board of
Cybernet AG 1996 (1) (1)
Alessandro Giacalone......... 1998 125,716 100,000(2) N/A
Director, Chief Operating
Officer; 1997 31,429(1) 0
Member of Managing Board of
Cybernet AG 1996 (1) (1)
Rudolf Strobl................ 1998 96,163 0 $251,433(3)
Former Member of Managing
Board of Cybernet AG 1997 70,616(1) 0
1996 (1) (1)
- --------
(1) The named individuals, except Alessandro Giacalone who became an executive
officer in October, 1997, became executive officers of the Company in
connection with the Company's acquisition of Cybernet AG in September
1997. As a result, the information presented for fiscal 1997 represents
payments made by the Company from the time of such acquisition through
December 31, 1997 and no information is presented for fiscal 1996.
(2) Represents shares of Common Stock subject to an option granted to the
named executive on December 27, 1998.
(3) The amount indicated was paid to Mr. Strobl in December 1998 as severance
pay in connection with the termination of his employment agreement. Mr.
Strobl's employment terminated on December 31, 1998.
(4) Although the employment agreement of each executive provides for payment
of a bonus in addition to the annual salary, none was paid during these
periods.
Stock Incentive Plan
The Company maintains the Cybernet Internet Services International, Inc.
1998 Stock Incentive Plan (the "Incentive Plan"). The Board of Directors has
reserved 2,000,000 shares of Common Stock for issuance pursuant to awards that
may be made under the Incentive Plan, subject to adjustment as provided
therein. The number of shares of Common Stock associated with any forfeited
stock incentive are added back to the number of shares that can be issued
under the Incentive Plan. No participant may be granted during any one year
period rights to shares of Common Stock under options and stock appreciation
rights which, in the aggregate, exceed 100,000 shares of Common Stock. During
fiscal 1998, the Compensation Committee granted options to purchase a total of
685,000 shares of Common Stock in varying amounts under the Incentive Plan to
95 employees on November 19, 1998 and December 28, 1998.
The Incentive Plan allows for the grant of incentive stock options, non-
qualified stock options, stock appreciation rights, stock awards, dividend
equivalent rights, performance units and phantom shares. The exercise price of
an incentive stock option may not be less than the fair market value of the
Common Stock on the date of the grant (or less than 110% of the fair market
value if the participant controls more than 10% of the
6
voting power of the Company or a subsidiary thereof). Non-qualified stock
options may be made exercisable at a price equal to, less than or more than
the fair market value of the Common Stock on the date that the option is
awarded. The term of an incentive stock option may not exceed ten years from
the date of grant. However, any incentive stock option granted to a
participant who controls more than 10% of the voting power of the Company or a
subsidiary thereof will not be exercisable after the expiration of five years
after the date the option is granted.
Option/SAR Grants in Last Fiscal Year
The following table provides information on options to purchase Common Stock
that were granted to two of the named executives during fiscal 1998. Mr.
Strobl received no option grants in fiscal 1998.
Potential
Realizable Value at
Assumed Annual
Rates of Stock
Price Appreciation
Individual Grants for Option Term
- ---------------------------------------------------------------------- -------------------
Percent of
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ------------ ------------ -------- ---------- --------- ---------
Andreas Eder............ 100,000 14.6% 32.04 12/27/08 2,015,000 5,016,000
Chairman, President
and Chief Executive
Officer; Head of
Managing Board of
Cybernet AG
Alessandro Giacalone.... 100,000 14.6% 32.04 12/27/08 2,015,000 5,106,000
Director, Chief
Operating Officer;
Member of Managing
Board of Cybernet AG
Employment and Severance Agreements
The Company has entered into employment agreements with each of the
following officers and directors. The material terms of these agreements are
set forth below.
Andreas Eder. On March 1, 1999, the Company entered into an employment
agreement with Mr. Eder to serve as President and Chief Executive Officer. The
agreement provides for a three-year term and an annual base salary of
approximately $125,716 per year. It also permits Mr. Eder to earn an annual
bonus of up to approximately $41,906 if certain performance standards
established by the Compensation Committee are achieved. The Company may
terminate the agreement as a result of Mr. Eder's "disability" or for "cause."
Upon Mr. Eder's death, the Company is obligated to pay to Mr. Eder's estate
his base salary through the date of his death plus his base salary for an
additional period of twelve (12) months after his death. If Mr. Eder resigns
or the Company terminates his employment as a result of Mr. Eder's
"disability" or for "cause", the Company is obligated to pay Mr. Eder his base
salary through the date of termination.
Under the agreement, "disability" is defined as (a) any mental or physical
disability which the Board of Directors deems in good faith would preclude Mr.
Eder from performing his duties; or (b) a mental or physical disability which
lasts for a period of 60 consecutive days or for 90 days in any six-month
period and which the Board of Directors elects to treat as permanent in
nature. The agreement defines "cause" as any material breach of its terms by
Mr. Eder or the commission of a felony or a crime involving moral turpitude.
7
Alessandro Giacalone. On March 1, 1999, the Company entered into an
employment agreement with Dr. Giacalone to serve as Chief Operating Officer on
the same terms as described above with respect to Mr. Eder's agreement.
Tristan Libischer. On December 28, 1998, Vianet (a wholly-owned subsidiary
of the Company, acquired by the Company in December 1998) entered into an
employment agreement with Mr. Libischer to serve as a member of the
Supervisory Board of Vianet. The agreement provides for a five-year term
beginning January 1, 1999 and an annual base salary of approximately $100,573
and permits Mr. Libischer to earn an annual bonus of approximately $33,524 if
certain performance standards established by the Supervisory Board of Vianet
are achieved.
Vianet may terminate the agreement if Mr. Libischer's employment is
terminated for "Good Cause." "Good Cause" is defined as a gross breach of
duty, the inability to properly conduct affairs of Vianet or a vote of no
confidence at an annual meeting of Vianet.
Mr. Libischer is not entitled to severance pay if his employment is
terminated for Good Cause or if he resigns his employment prematurely without
Good Cause and without the permission of the Supervising Board of Vianet. If
Mr. Libischer is unable to perform his duties due to illness or accident,
Vianet is required to pay Mr. Libischer his full base salary for a maximum of
six months and forty-nine percent of his base salary for another three months.
If Mr. Libischer leaves Vianet in the middle of a fiscal year, he will be paid
any bonuses earned on a pro-rata basis.
Alexander Wiesmueller. On December 28, 1998, Vianet entered into an
employment agreement with Mr. Wiesmueller to serve as a member of the
Supervisory Board of Vianet on the same terms as described above with respect
to Mr. Libischer's agreement.
Christian Moosmann. On March 15, 1999, Cybernet AG entered into an
employment agreement with Mr. Moosmann to serve as a member of the Supervisory
Board of Cybernet AG. The agreement provides for a three-year term and
requires the parties to negotiate any extension of the agreement at least 12
months prior to the expiration of the agreement's term. The agreement provides
for an annual base salary of approximately $100,573 and permits Mr. Moosmann
to earn an annual bonus of up to approximately $39,112 if certain performance
standards established by the Supervisory Board of Cybernet AG are achieved.
In the event Mr. Moosmann is unable to work due to illness or other reasons,
Cybernet AG is obligated to pay Mr. Moosmann his base salary for six months.
In the event of Mr. Moosmann's death, Cybernet AG is obligated to pay Mr.
Moosmann's heirs his base salary for six months.
Pursuant to the terms of his employment agreement, on March 15, 1999, Mr.
Moosmann was granted options to purchase 20,000 shares of Common Stock at an
exercise price of $31.41 per share. The options vest over a three-year period
on each anniversary of the grant date in increments of approximately one-
third.
Timon Lutze. On March 15, 1999, Cybernet AG entered into an employment
agreement with Mr. Lutze to serve as a member of the Supervisory Board of
Cybernet AG. The agreement provides for a three-year term and requires the
parties to negotiate any extension of the agreement at least 12 months prior
to the expiration of the agreement's terms. The agreement provides for an
annual base salary of approximately $111,748 and permits Mr. Lutze to earn an
annual bonus of up to approximately $39,112 if certain performance standards
established by the Supervisory Board of Cybernet AG are achieved.
In the event Mr. Lutze is unable to work due to illness or other reasons,
Cybernet AG is obligated to pay Mr. Lutze his base salary for six months. In
the event of Mr. Lutze's death, the Company is obligated to pay Mr. Lutze's
heirs his base salary for six months.
8
Pursuant to the terms of the agreement, on March 15, 1999, Mr. Lutze was
granted options to purchase 30,000 shares of Common Stock at an exercise price
of $31.41 per share The options vest over a three-year period on each
anniversary of the grant date in increments of approximately one-third.
Certain Transactions with Management
Dr. Hubert Besner, a director of the Company, is a partner with the law firm
of Besner Kreifels Weber, which represents the Company and to which the
Company paid fees of approximately $98,303 during fiscal 1998.
In November 1998, Mr. Holger Timm, a former director of the Company who
resigned on December 2, 1998 and a principal stockholder of the Company,
advanced an interest free loan to the Company for approximately $1,494,322.
The Company repaid the loan in December 1998.
In December 1998, the Company paid $2,916,000 in underwriting fees to an
investment bank that is 40% owned by a Company in which Mr. Timm has a
significant interest. The aforementioned underwriting fees were paid in
connection with the public offering of the Company's Common Stock.
The Company is providing Internet connectivity to Cybermind Interactive
Europe, AG, pursuant to a standard service contract. In 1998, Cybermind paid
the Company approximately $67,049 for such services.
Compensation Committee Report on Executive Compensation
This report by the Compensation Committee of the Board of Directors, which
was formed in November 1998, discusses the Compensation Committee's
compensation objectives and policies applicable to the Company's executive
officers. The report reviews the Compensation Committee's policy generally
with respect to the compensation of all executive officers as a group for
fiscal 1998 and specifically reviews the compensation established for the
Company's Chairman, President and Chief Executive Officer as reported in the
Summary Compensation Table. The Compensation Committee is composed entirely of
nonemployee Directors of the Company.
The Compensation Committee of the Board of Directors approves all policies
under which compensation is paid or awarded to the Company's executive
officers. The Compensation Committee is composed of Dr. Besner and Messrs.
Fratarcangelo and Wareham. Mr. Eder is the Chairman, President and Chief
Executive Officer of the Company.
Compensation Philosophy
The Company's executive compensation program has three objectives: (i) to
align the interests of the executive officers with the interests of the
Company's stockholders by basing a significant portion of an executive's
compensation on the Company's performance, (ii) to attract and retain highly
talented and productive executives, and (iii) to provide incentives for
superior performance by the Company's executives. To achieve these objectives,
the Compensation Committee has crafted a program that consists of base salary,
short-term incentive compensation in the form of a bonus, and long-term
incentive compensation in the form of stock options. These compensation
elements are in addition to the general benefit programs that are offered to
all of the Company's employees.
The Compensation Committee reviews the Company's executive compensation
program. In its review, the Compensation Committee assesses the
competitiveness of the Company's executive compensation program and reviews
the Company's financial performance for the previous fiscal year. In future
years, the Compensation Committee will gauge the success of the compensation
program in achieving its objectives in the previous year and will consider the
Company's overall performance objectives.
9
Each element of the Company's executive compensation program is discussed
below.
Base Salaries
The Compensation Committee will annually review the base salaries of the
Company's executive officers. The base salaries for certain of the Company's
executive officers for fiscal 1998 are reflected in the Summary Compensation
Table and were paid in accordance with the provisions of the employment
agreements applicable to each of the Company's executive officers. The
salaries of the Company's executive officers, who do not have employment
agreements, will be set by the Compensation Committee based on its annual
review. In addition to considering the factors listed in the foregoing section
that support the Company's executive compensation program generally, the
Compensation Committee will review the responsibilities of the specific
executive position and the experience and knowledge of the individual in that
position in setting the salary in a given executive's employment agreement or
otherwise. In setting base salaries for employment agreements or otherwise,
the Compensation Committee will also consider individual performance based
upon a number of factors, including a measurement of the Company's historic
and recent financial performance and the individual's contribution to that
performance, the individual's performance on non-financial goals and other
contributions of the individual to the Company's success, and will give each
of these factors relatively equal weight without confining its analysis to a
rigorous formula. As is typical of most corporations, the actual payment of
base salary is not conditioned upon the achievement of any predetermined
performance targets.
Incentive Compensation
Bonuses established for executive officers are intended to motivate the
individual to work hard to achieve the Company's financial and operational
performance goals or to otherwise motivate the individual to aim for a high
level of achievement on behalf of the Company in the coming year. The
Compensation Committee does not have a formula for determining bonus payments,
but establishes general target bonus levels for executive officers at the
beginning of the fiscal year based in relatively equal measures upon the
Compensation Committee's subjective assessment of the Company's projected
revenues and other operational and individual performance factors and may
adjust these targets during the year. The bonuses to the executive officers
are based on the achievement of annual goals, both quantitative, such as
increase in revenues or number of customers, and qualitative such as
successful integration of an acquisition or development of a new segment of
customers. At the end of the year, the results of the Company and each
department are compared to the set goals and recommendations are made to the
Board of Directors with respect to the bonuses for each executive.
Long-Term Incentive Compensation
The Company's long-term incentive compensation plan for its executive
officers is based upon the Company's 1998 Stock Incentive Plan (the "Incentive
Plan"). The Compensation Committee believes that placing a portion of
executives' total compensation in the form of stock options achieves three
objectives. It aligns the interest of the Company's executives directly with
those of the Company's stockholders, gives executives a significant long-term
interest in the Company's success and helps the Company retain key executives.
In determining the number and terms of options to grant an executive, the
Compensation Committee will primarily consider subjectively the executive's
past performance and the degree to which an incentive for long-term
performance would benefit the Company.
Benefits
The Compensation Committee believes the Company must offer a competitive
benefits program to attract and retain key executives. The Company provides
the same medical and other benefits to its executive officers that are
generally available to its other employees.
10
Compensation of the Chief Executive Officer
Mr. Eder has served as the Chief Executive Officer of the Company since
September 1997 and, during fiscal 1998, was compensated in accordance with the
terms of his former employment agreement with the Company which was terminated
on February 28, 1999. During fiscal 1998, Mr. Eder was paid a base salary of
$96,135. In addition, he received an option to purchase 100,000 shares of
Common Stock at an exercise price of $32.04 per share. The criteria upon which
Mr. Eder's compensation was determined is the same as that described above
with regard to all of the other of the Company's executive officers.
Submitted by the Compensation Committee of the Board of Directors.
Dr. Hubert Besner
Robert F. Fratarcangelo
G. W. Norman Wareham
Stock Return Performance Graph
The Company registered under the Exchange Act on March 31, 1999. As a
result, there is not sufficient trading information to allow a stockholder
return performance graph to be prepared in connection with this Proxy
Statement.
BOARD OF DIRECTORS AND COMMITTEES
Board of Directors' Meetings and Attendance
During the last fiscal year, the Board of Directors of the Company held a
total of eight meetings. All members of the Board of Directors have attended
all of the meetings.
Committees of the Board of Directors
The Board of Directors has three committees: an Executive Committee, an
Audit Committee and a Compensation Committee. The Committees were created
contemporaneously with the Company's reincorporation in Delaware.
The Executive Committee consists of Andreas Eder and Hubert Besner. The
Executive Committee was formed in November 1998 and met one time during the
last fiscal year. The Executive Committee has authority to act on the same
matters as the Board of Directors when the Board of Directors is not
available.
The Audit Committee consists of Robert Fratarcangelo and G.W. Norman
Wareham. The Audit Committee was formed in November 1998 and met one time
during the last fiscal year. The Audit Committee reviews the Company's
accounting processes, financial controls and reporting systems, as well as the
selection of the Company's independent auditors and the scope of the audits to
be conducted.
The Compensation Committee consists of Robert Fratarcangelo, Hubert Besner
and G.W. Norman Wareham. The Compensation Committee was formed in November
1998 and met two times during the last fiscal year. The Compensation Committee
reviews executive compensation and organization structure. The Compensation
Committee also administers the Company's Incentive Plan and the Company's 1998
Outside Director's Stock Option Plan (the "Directors' Plan"). None of the
members of the Compensation Committee is currently, or has been at any time
since the formation of the Company or its predecessor, an officer or employee
of the Company or its predecessor.
Family Relationships Between Certain Directors and Executive Officers
No family relationship exists between any director or executive officer and
any other director or executive officer.
11
Cash Compensation of Directors
Directors, who are not also employees of the Company ("Outside Directors"),
receive $15,000 annually (the "Annual Director Fee") and are reimbursed for
out-of-pocket expenses incurred in connection with their service on the Board
of Directors. Each Outside Director can elect to receive his Annual Director
Fee in cash, stock options or a combination thereof. If an Outside Director
elects to receive options, they will be granted pursuant to the Company's
Directors' Plan, which is described below.
Directors' Stock Option Plan
The Company maintains the Directors' Plan for the purpose of granting
options to Outside Directors electing to receive them. The Board of Directors
has reserved 150,000 shares of Common Stock for issuance pursuant to awards
that may be made under the Directors' Plan, subject to adjustment as provided
therein. The number of shares of Common Stock associated with any forfeited
option are added back to the number of shares that can be issued under the
Directors' Plan. As of the date of this Proxy Statement, 4,500 options have
been granted under the Directors' Plan.
Only Outside Directors are eligible to participate in the Directors' Plan.
In lieu of receiving annual Director's fees in cash, each Director who is not
an employee may elect to receive all or a portion of his fees in stock
options. Each Outside Director must make an election on or before January 1 of
the year in which the election is to be made or by such other date as
determined by the committee administering the Directors' Plan. The value of
the stock options will be determined pursuant to the Black-Sholes method, and
the options will be fully vested at the date of grant. Each option granted
pursuant to the Directors' Plan will be evidenced by an agreement and will be
subject to additional terms as set forth in the agreement. The Directors' Plan
was effective on November 16, 1998 and will continue to be effective until the
earlier of ten (10) years after the effective date of the Directors' Plan or
until terminated by the Board of Directors.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
No executive officer of the Company serves as a member of the board of
directors or compensation committee of any entity that has one or more
executive officers serving on the Company's Board of Directors or Compensation
Committee.
ELECTION OF DIRECTORS
(Proposal One)
The Company currently has 6 directors. In accordance with the terms of the
Company's Certificate of Incorporation and Bylaws, the terms of office of the
Board of Directors are divided into three classes: Class A, whose term will
expire at the Annual Meeting; Class B, whose term will expire at the annual
meeting of stockholders to be held in 2000; and Class C, whose term will
expire at the annual meeting of stockholders to be held in 2001. The Class A
directors are Dr. Hubert Besner and Robert Fratarcangelo; the Class B
directors are G. W. Norman Wareham and Dr. Alessandro Giacalone; and the Class
C directors are Andreas Eder and Tristan Libischer. At each annual meeting of
stockholders, the successors to directors whose terms expire at that annual
meeting will be elected to serve from the time of the annual meeting until the
third annual meeting following their election and until their successors are
duly elected and qualified. Any additional directorships resulting from an
increase in the number of directors will be distributed among the three
classes so that, as nearly as possible, each class will consist of one-third
of the directors.
The Board of Directors has nominated Dr. Hubert Besner and Robert
Fratarcangelo for re-election as Directors at the Annual Meeting. Dr. Besner
and Mr. Fratarcangelo currently are members of the Board of Directors and have
consented to serve as Directors if elected. If elected at the Annual Meeting,
Dr. Besner and Mr. Fratarcangelo will serve until the 2002 Annual Meeting and
until the election and qualification of their respective successors or until
their earlier death, resignation or removal.
12
Voting Information with Regard to the Election Proposal
It is the intention of the persons named as proxies to vote the proxies FOR
the election to the Board of Directors of the nominees named above, unless a
stockholder directs otherwise. In the event that a vacancy arises prior to the
Annual Meeting, the proxy may be voted for a substitute nominee designated by
the Board of Directors.
The affirmative vote of a plurality of the votes cast by the holders of the
Common Stock and Series B Preferred Stock, voting together as a single class,
will be required to elect the nominees as Directors of the Company for the
ensuing three year term. Abstentions and broker non-votes will have no effect
on the outcome of the voting to elect the Director nominees.
The Board of Directors recommends a vote "FOR" the election of the nominees
named in this proposal.
Director Information
Set forth below is information concerning the nominees to be elected at the
Annual Meeting for a three-year term expiring at the 2002 Annual Meeting, as
well as certain information concerning the Directors whose terms extend beyond
the Annual Meeting. Set forth below with respect to each Director or Director
nominee is his name, age, principal occupation and business experience for the
past five years and length of service as a Director.
Directors to be Elected at the Annual Meeting
Hubert Besner .......... Age: 36
Dr. Besner is a Director of the Company and a member of the
Supervisory Board of Cybernet AG and has served in this capacity
since February 1996. From April 1994 to the present, he has been
a partner in the law firm of Besner Kreifels Weber in Munich,
Germany. From January 1992 to March 1994, he was the head of the
legal department of Schneider AG, a German real estate
development company. He currently is a director of Marine Shuttle
Operations, Inc., a member of the supervisory board of Schuller
Industsrieentsorgung AG, Typhoon Networks AG and IPO
Beteiligungen AG, and the head of the supervisory board of
PIPECAD Integrierte Softwaresyteme AG. Dr. Besner received his
First State Exam in law from Ludwig-Maximilians-Universitat in
1986, and his doctorate magna cum laude form Ludwig-Maximilians-
Universitat in 1988.
Robert Fratarcangelo ... Age: 60
Mr. Fratarcangelo has been a Director of the Company since
September 1997. Since September 1996, he has been the President
and Chief Executive Office of Criminal Investigative Technology,
Inc. in New Hampshire. From 1993 to 1996, Mr. Fratarcangelo was a
District Manager at EMC2, Inc. in Massachusetts.
Directors Whose Terms Extend Beyond the Annual Meeting
Andreas Eder............ Age: 39
Mr. Eder, a co-founder of Cybernet AG, has been Chairman,
President, Chief Executive Officer and Head of the Managing Board
of Cybenet AG since its formation in December 1995, and has been
Chairman of the Board of Directors, President and Chief Executive
Officer of the Company and its predecessor since it acquired
Cybernet AG in September 1997. Before founding Cybernet AG, Mr.
Eder held management positions with The Boston Consulting Group
from April 1991 to October 1995 and Siemens-Nixdorf from April
1986 to March 1991. Mr. Eder holds a Masters degree in Business
Administration from the University of Munich.
13
Alessandro Giacalone.... Age: 47
Dr. Giacalone has been Chief Operating Officer and a Director of
the Company and its predecessor since October 1997 and a director
since February 1999. From February 1994 to May 1997, Dr.
Giacalone was the managing director of the European Computer
Research Center ("ECRC") in Munich and from 1990 to 1994, he was
research group leader at the ECRC. At the ECRC, he built a
commercial internet service enterprise which was the second such
enterprise in Germany. This project was completed by the end of
1996. Between 1984 and 1990, he was an assistant professor of
computer science at the State University of New York. Dr.
Giacalone graduated in computer science from the University of
Pisa and holds master's and doctoral degrees in computer science
from Brown University.
G.W. Norman Wareham..... Age: 46
Mr. Wareham is the Secretary and a Director of the Company and
has served in these capacities since May 1997. Mr. Wareham is the
Secretary and a director of ZMAX Corporation and has served in
these capacities since September, 1996. He is the President of
Wareham Management Ltd. and has served in this capacity since May
1996. Mr. Wareham is currently a director and officer of
Aquaplan, Inc., British Brasses, Ltd., Solar Energy Limited,
Viper Resources, Inc., and WattMonitor, Inc. and has served in
these capacities since May 1997, December 1998, December 17,
1997, November 1998 and December 1998, respectively. Mr. Wareham
currently serves as a director for two Canadian public companies,
Anthian Resources Corporation and Orko Gold Corporation and has
served in these capacities since June 1998 and February 1997,
respectively. . From June 1995 to January 1996, Mr. Wareham was
an accountant with the Certified General Accounting firm of
Wanzel, Sigmund, & Overes. From April 1993 to February 1995, Mr.
Wareham served as President and Chief Executive Officer of
Transatlantic Financial Corp., a private investment banking
company. From August 1986 to March 1993, Mr. Wareham was the
proprietor of Wareham & Company, providing accounting and
management consulting services.
Tristan Libischer....... Age: 30
Mr. Libischer has been a Director of the Company and has served
in this capacity since February 17, 1999. He has been a Managing
Director and co-founder of Vianet since September 1994 and has
continued to serve in this capacity since the Company acquired
Vianet in December 1998. From February 1992 to August 1994, he
held various positions with BARK Computer. From November 1990 to
January 1992, he was a senior consultant and sales engineer with
3C Group.
INDEPENDENT PUBLIC ACCOUNTANTS
Schitag Ernst & Young served as the Company's independent auditors for the
fiscal year ended December 31, 1998. The Company has engaged Schitag Ernst &
Young to serve as the Company's auditors for fiscal year ending December 31,
1999. Representatives of Schitag Ernst & Young are expected to be present at
the Annual Meeting where they will have an opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate
questions.
SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Stockholders who wish to submit a proposal for consideration at the 2000
Annual Meeting should submit the proposal in writing to the Company at the
address set forth on page 1 of this Proxy Statement. A proponent
14
of a proposal is required to have been a record or beneficial owner of at
least 1% or $2,000 in market value of Common Stock of the Company for a period
of at least one year and must continue to own such securities through the date
on which the 2000 Annual Meeting is held. The Company has the right to request
documentary support (as provided in Rule 14a-8 promulgated by the Commission
pursuant to the Exchange Act) of the proponent's ownership claim within 14
calendar days after receipt of the proposal, and the proponent shall furnish
appropriate documentation within 21 days after receiving such request.
Proposals must be received by the Company on or before December 28, 1999 for
inclusion in next year's proxy materials. Stockholders who submit proposals
must, in all other respects, comply with Rule 14a-8 under the Exchange Act.
MISCELLANEOUS
The Board of Directors does not intend to present and knows of no other
person who intends to present any matter of business at the Annual Meeting
other than as set forth in the accompanying Notice of Annual Meeting of
stockholders. However, if other matters properly come before the meeting, it
is the intention of the persons named on the enclosed proxy card to vote in
accordance with their best judgment.
The Company will bear the costs of preparing and mailing the Proxy
Statement, proxy card and other material that may be sent to stockholders in
connection with this solicitation. In addition to solicitations by mail,
officers and other employees of the Company may solicit proxies personally or
by telephone or telegram.
By Order of the Board of Directors
/s/ Andreas Eder
Andreas Eder
President and Chief Executive
Officer
Munich, Germany
April 27, 1999
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY; THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE 1999 ANNUAL MEETING IN PERSON ARE REQUESTED TO
FILL IN, SIGN AND RETURN THE PROXY FORM AS SOON AS POSSIBLE.
15
CYBERNET INTERNET SERVICES INERNATIONAL, INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1999
The undersigned stockholder of Cybernet Internet Services International, Inc.
(the "Company") hereby appoints Mr. Andreas Eder and Dr. Hubert Besner as
proxies with full power of substitution, acting unanimously or by either of
them if only one be present and acting, to vote all shares of common stock of
the Company which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Stockholders (the "Meeting") to be held at
the Holiday Inn Crowne Plaza, 194 Leopold Strasse, Munich, Germany on Monday,
May 17, 1999 at 11:00 a.m., local time, and at any adjournments thereof, upon
the proposals described in the accompanying Notice of the Meeting and the
Proxy Statement relating to the Meeting (the "Proxy Statement"), receipt of
which is hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 1.
PROPOSAL 1: To elect the nominees listed below to serve as directors of the
Company for a three year term that will expire at the 2002 Annual
Meeting of Stockholders:
Dr. Hubert Besner and Mr. Robert Fratarcangelo
FOR all WITHHOLD
---------- nominees ---------- AUTHORITY to
listed above vote for all
(except as nominees
indicated to listed above.
the contrary
below).
INSTRUCTION: To withhold authority for any individual nominee, mark "FOR"
above, and write that nominee's name in the space below:
------------------------------------------------------
This proxy, when properly executed, will be voted as directed, but
if no direction to the contrary is indicated, it will be voted FOR
Proposal 1.
Discretionary authority is hereby conferred as to all other
matters which may come before the meeting.
If stock is held in the name of more than one person, all holders should sign.
Signatures must correspond exactly with the name or names appearing on the
stock certificate(s). When signing as attorney, executor, administrator,
trustee, guardian or custodian, please indicate the capacity in which you are
acting. If a corporation, please sign in full corporate name by the President
or other authorized officer. If a partnership, please sign in name by
authorized person.
Dated: _________________ , 1999
(Be sure to date your Proxy)
-------------------------------
Name(s) of Stockholder(s)
-------------------------------
Signature(s) of Stockholder(s)
Please mark, date and sign this Proxy, and return it in the enclosed return-
addressed envelope. No postage is necessary.
PLEASE RETURN PROXY AS SOON AS POSSIBLE