SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy 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
REPTRON ELECTRONICS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration No.:
(3) Filing Party:
(4) Date Filed:
[LOGO]
Reptron
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14401 McCormick Drive . Tampa, Florida 33626-3046 . 813.854.2351
May 21, 2002
Dear Shareholder:
I am pleased to invite you to the Annual Meeting of Shareholders to be held
on Monday, June 24, 2002, at Reptron's headquarters located at 14401 McCormick
Drive, Tampa, Florida 33626. The meeting will begin at 9:00 a.m., local time.
As we have done in the past, in addition to considering the matters described
in the accompanying proxy statement, we will review major developments since
our last shareholders' meeting.
We hope that you will attend the meeting in person, but even if you are
planning to come, we strongly encourage you to designate the proxies named on
the enclosed proxy card to vote your shares. This will ensure that your shares
will be represented at the meeting. The accompanying proxy statement explains
more about proxy voting. Please read it carefully. We look forward to your
participation.
Sincerely,
/s/ Michael L. Musto
Michael L. Musto
Chairman of the Board of Directors
and Chief Executive Officer
REPTRON ELECTRONICS, INC.
Notice of Annual Meeting of Shareholders
To Be Held June 24, 2002
Dear Shareholder:
On Monday, June 24, 2002, Reptron Electronics, Inc. will hold its 2002
Annual Meeting of Shareholders at Reptron's headquarters located at 14401
McCormick Drive, Tampa, Florida 33626. The meeting will begin at 9:00 a.m.,
local time.
We are holding this meeting to:
1. Elect two Class I directors to hold office for three year terms
expiring in 2005; and
2. Attend to other business properly presented at the meeting.
Your Board of Directors has selected April 26, 2002, as the record date for
determining shareholders entitled to vote at the meeting. This proxy statement,
proxy card and Reptron's 2001 Annual Report to Shareholders are being mailed on
or about May 21, 2002.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Leigh A. Lane
Leigh A. Lane
Secretary
Tampa, Florida
May 21, 2002
TABLE OF CONTENTS
Page
----
QUESTIONS AND ANSWERS......................... 1
PROPOSALS ON WHICH YOU MAY VOTE............... 3
STOCK OWNERSHIP............................... 6
DIRECTORS AND EXECUTIVE OFFICERS.............. 9
EXECUTIVE COMPENSATION........................ 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 18
REPTRON STOCK PRICE PERFORMANCE GRAPH......... 19
SHAREHOLDER PROPOSALS......................... 20
INDEPENDENT AUDITORS.......................... 20
AUDIT COMMITTEE REPORT........................ 21
OTHER MATTERS................................. 22
i
QUESTIONS AND ANSWERS
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Q: Why did you send me this proxy statement?
A: We sent you this proxy statement and the enclosed proxy card because
Reptron's Board of Directors is soliciting your proxy to vote your shares
at Reptron's 2002 Annual Meeting of Shareholders. This proxy statement
summarizes information that we are required to provide to you under the
rules of the Securities and Exchange Commission and which is designed to
assist you in voting.
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Q: What may I vote on?
A: (1) The election of two Class I directors to hold office for a three-year
term expiring in 2005; and
(2) Any other business properly presented at the Annual Meeting.
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Q: How does Reptron's Board of Directors recommend I vote on the proposal?
A: Reptron's Board of Directors recommends a vote FOR the proposal.
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Q: Who is entitled to vote?
A: Only those shareholders who owned Reptron common stock at the close of
business on April 26, 2002 (the "Record Date"), are entitled to vote at the
Annual Meeting.
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Q: How do I vote?
A: You may vote your shares either in person or by proxy. Whether you plan to
attend the meeting and vote in person or not, we urge you to complete the
enclosed proxy card and return it promptly in the enclosed envelope. If you
return your signed proxy card but do not mark the boxes showing how you
wish to vote, your shares will be voted FOR the proposal. You have the
right to revoke your proxy at any time before the meeting by either:
. notifying Reptron's corporate secretary in writing;
. voting in person; or
. returning a later-dated proxy card.
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Q: How many shares can vote?
A: As of the Record Date, 6,417,196 shares of Reptron's common stock were
issued and outstanding. Every Reptron shareholder is entitled to one vote
for each share of common stock held on the Record Date.
1
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Q: What is a "quorum"?
A: A "quorum" is a majority of the outstanding shares of Reptron's common
stock. The shares may be present at the meeting or represented by proxy.
There must be a quorum for the meeting to be held. If you submit a properly
executed proxy card, even if you abstain from voting, you will be considered
part of the quorum. However, abstentions are not counted in the tally of
votes FOR or AGAINST a proposal. A WITHHELD vote is the same as an
abstention. If a broker, bank, custodian, nominee or other record holder of
Reptron common stock indicates on a proxy that it does not have
discretionary authority to vote certain shares on a particular matter, the
shares held by that record holder (referred to as "broker non-votes") will
also be counted as present and considered part of a quorum but will not be
counted in the tally of votes FOR or AGAINST a proposal.
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Q: How will voting on any other business be conducted?
A: Although we do not know of any business to be considered at the Annual
Meeting other than the proposals described in this proxy statement, if any
other business is properly presented at the Annual Meeting, your signed
proxy card gives authority to Paul J. Plante, Reptron's President, Chief
Operating Officer, Chief Accounting Officer and director, and William A.
Byrd, Reptron's Manager of Financial Reporting, or either of them, to vote
on such matters at their discretion.
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Q: When are the shareholder proposals for the next Annual Meeting of
Shareholders due?
A: All shareholder proposals to be considered for inclusion in next year's
proxy statement must be submitted in writing, no later than January 21, 2003
to Leigh A. Lane, Corporate Secretary, Reptron Electronics, Inc., 14401
McCormick Drive, Tampa, Florida 33626. In addition, the proxy solicited by
Reptron's Board of Directors for the 2003 Annual Meeting of shareholders
will confer discretionary authority to vote on any shareholder proposal
presented at that meeting, unless we are provided with notice of such
proposal by April 7, 2003.
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Q: Who will pay for this proxy solicitation?
A: Reptron will pay all the costs of soliciting these proxies. In addition to
mailing proxy solicitation materials, our directors and employees may also
solicit proxies in person, by telephone or by other electronic means of
communication. We will also reimburse brokerage houses and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation materials to our shareholders.
2
PROPOSALS ON WHICH YOU MAY VOTE
Proposal 1. Election of Directors
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Reptron's Board of Directors is divided into three classes serving
staggered three-year terms. The current terms of the three classes of directors
expire in 2002 (Class I directors), 2003 (Class III directors) and 2004 (Class
II directors). At the Annual Meeting, you and the other shareholders will elect
two individuals to serve as directors until the 2005 Annual Meeting of
Shareholders. The Board of Directors has nominated Michael L. Musto and William
U. Parfet to stand for election at the Annual Meeting for Class I director
seats. John J. Mitcham, who is currently a director of Reptron, has declined to
stand for re-election as a director, therefore, only two Class I directors will
stand for re-election. Detailed information on each nominee and other members
of our Board of Directors is provided on pages 9 through 11. Each of the
nominees for director is a current member of Reptron's Board of Directors.
The individuals named as proxies will vote the enclosed proxy for the
election of Messrs. Musto and Parfet unless you direct them to withhold your
votes. If either nominee becomes unable or unwilling to stand for election, the
Board may reduce its size or designate a substitute. If a substitute is
designated, proxies voting on the original nominee will be cast for the
substituted nominee.
Information Regarding the Board of Directors and Committees
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The full Board of Directors considers all major decisions concerning
Reptron. However, the Board of Directors has established the following three
standing committees in order that certain important areas can be addressed in
more depth than may be possible in a full Board of Directors meeting:
... Compensation Committee. The Compensation Committee reviews and approves
Reptron's compensation plans covering the chief executive officer; reviews
the compensation of the other executive officers; reviews the
competitiveness of Reptron's total compensation practices; determines the
annual base salary and incentive awards to be paid to the chief executive
officer and reviews the annual base salary and incentive awards to be paid
to the other executive officers. During 2001, the members of the
Compensation Committee were Vincent Addonisio, John J. Mitcham and William
U. Parfet. The Compensation Committee held one meeting in 2001.
... Audit Committee. The Audit Committee reviews and recommends to the
directors the appointment of the independent auditors to be selected to
audit the financial statements of Reptron; reviews the engagement proposal
of the independent auditors and provides its recommendations with respect
to such proposal to Reptron's Chief Financial Officer; inquires as to the
independence of the auditors, and obtains at least annually the auditors
written statement describing their independent status; meets with the
independent auditors and Reptron's Chief Financial Officer to review the
scope of the proposed audit for the current year, and at the conclusion of
such audit reviews the audit, including any
3
comments or recommendations of the independent auditors; meets with
Reptron's Chief Financial Officer, legal counsel and the independent
auditors in review of Reptron's quarterly financial statements prior to the
release of Reptron's earnings; reviews Reptron's 10-Q's and 10-K and
provides Reptron's Chief Financial Officer with their comments, if any,
prior to the filing of such documents; provides sufficient opportunity for
the independent auditors to meet with the members of the Audit Committee
without members of management present; submits the minutes of all meetings
to, or discusses the matters reviewed at each meeting with, the Board of
Directors; investigates any matter brought to its attention within the
scope of its duties, with the power to retain outside counsel for this
purpose, as deemed necessary by the Audit Committee. The Audit Committee's
responsibilities are more fully set forth in a written charter, which was
adopted by the board of directors, and is attached to the proxy statement
for Reptron's 2001 annual meeting of shareholders. During 2001, the members
of the Audit Committee were Vincent Addonisio, William L. Elson, John J.
Mitcham, and William U. Parfet. With the exception of Willliam L. Elson all
of the Audit Committee members are independent as independence is defined
in Rule 4200(a)(15) of the National Association of Securities Dealers'
listing standards. Mr. Elson is not independent as defined in Rule
4200(a)(15) of the National Association of Securities Dealers listing
standards because of his relationship to Reptron. See the section entitled
" Certain Relationships and Related Transactions" below. Under this Rule, a
single non-independent member of a three member audit committee is
acceptable provided such individual is not a current employee or officer of
Reptron nor an immediate family member of any such persons, and the Board
of Directors believes it in the best interest of Reptron and its
shareholders to have the non-independent director serve on the audit
committee. The Board of Directors has approved Mr. Elson as a
non-independent member of the Audit Committee under the current NASDAQ view
of the rule because the Board of Directors believes it is in the best
interests of Reptron and its shareholders that Mr. Elson continue his
participation as an audit committee member due to his education and
professional background and experience with, and his knowledge of, Reptron.
The Audit Committee held five meetings in 2001.
... Stock Option Committee. The Stock Option Committee is responsible for
selecting the recipients of options to purchase shares of Reptron's common
stock, determining the terms and conditions and number of shares of common
stock subject to each option and making any other determinations necessary
or advisable for the administration of Reptron's Incentive Stock Option
Plan, Reptron's 2002 Incentive Stock Option Plan and the Non-Employee
Director Stock Option Plan. During 2001, the members of the Stock Option
Committee were Michael L. Musto and Leigh A. Lane. The Stock Option
Committee held one meeting in 2001.
Reptron does not have a nominating committee. This function is performed by
the Board of Directors. The Board of Directors met seven times during 2001.
Each director attended more than 75% of the total number of meetings of the
Board and Committees on which he or she served.
4
Compensation of Directors
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Directors who are not employees of Reptron are paid $6,000 annually plus
$1,000 for each Board of Directors meeting attended, and $1,000 for each
committee meeting attended if such meeting occurs on a day other than a
scheduled meeting of the Board of Directors. In addition, Reptron reserved
450,000 shares of Reptron's common stock for future issuance upon the exercise
of stock options that may be granted to its non-employee directors. All
directors receive reimbursement of reasonable out-of-pocket expenses incurred
in connection with meetings of the Board of Directors. No director who is an
employee of Reptron receives separate compensation for services rendered as a
director.
2001 Stock Option Grants to Non-Employee Directors
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Number of
Securities Underlying Exercise or
Name Options Granted Base Price Expiration Date
---- --------------------- ----------- ---------------
Vincent Addonisio 15,000 $7.14 4/19/2011
William L. Elson. 10,000 $7.14 4/19/2011
John J. Mitcham.. 10,000 $7.14 4/19/2011
William U. Parfet 20,000 $7.14 4/19/2011
Vote Required; Recommendation
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The two nominees for election as Class I directors will be elected at the
meeting by a plurality of all the votes cast at the meeting, meaning that the
two nominees for Class I director who receive the most votes will be elected.
In an uncontested election for directors, the plurality requirement is not a
factor. A properly executed proxy marked "WITHHOLD AUTHORITY" with respect to
the election of one or more directors will not be voted with respect to the
director or directors indicated, although it will be counted for purposes of
determining whether there is a quorum. Your Board of Directors unanimously
recommends a vote FOR each of the nominees for election as a director.
5
STOCK OWNERSHIP
There were a total of 6,417,196 shares of Reptron common stock outstanding
on April 26, 2002. The following table shows the amount of Reptron common stock
beneficially owned (unless otherwise indicated) as of the close of business on
April 26, 2002 by: (1) any person who is known by Reptron to be the beneficial
owner of more than 5% of the outstanding shares of common stock, (2) Reptron's
directors, (3) the executive officers named in the Summary Compensation Table
below and (4) all directors and executive officers of Reptron as a group.
Shares of Reptron Common
Stock Beneficially Owned
-----------------------
Number Percent
----------- -------
Directors and Named Executive Officers
--------------------------------------
Michael L. Musto (1)........................... 2,145,752 32.0%
Paul J. Plante (2)............................. 368,605 5.5%
Bonnie Fena (3)................................ 12,500 *
Christopher M. O'Brien (4)..................... 2,500 *
Michael R. Nichols (5)......................... 102,210 1.6%
Leigh A. Lane (6).............................. 2,500 *
Vincent Addonisio (7).......................... 27,000 *
William L. Elson (8)........................... 52,300 *
John J. Mitcham (9)............................ 40,000 *
William U. Parfet (10)......................... 20,000 *
All directors and executive officers as a group
(10 persons, including those named above)(11) 2,773,367 38.8%
Shareholders
------------
Milan Mandaric (12)............................ 571,800 8.9%
One Oakwood Boulevard, Suite 200
Hollywood, Florida 33020
Ryback Management Corporation (13)............. 473,684 6.9%
7711 Carondelet Avenue
St Louis, Missouri 63105
Forum Capital Markets LLC (14)................. 468,686 7.3%
53 Forest Ave, 3rd Floor
Old Greenwich, CT 06870
Paradigm Capital Management, Inc (15).......... 334,500 5.2%
Nine Elk Street
Albany, New York 12207
Royce & Associates, Inc. (16).................. 545,000 8.5%
1414 Avenue of Americas
New York, New York 10019
Dimensional Fund Advisors, Inc (17)............ 481,500 7.5%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Avenir Corporation (18)........................ 432,234 6.7%
1725 K St, NW, Suite 401
Washington, DC 20006
C.L. King & Associates, Inc. (19).............. 779,300 12.1%
Nine Elk Street Albany,
New York 12207
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* Less than 1% of the outstanding common stock.
6
(1) The number of shares shown in the table includes (i) 464,848 shares held
directly by Mr. Musto; (ii) 280,700 shares issuable to the Michael L.
Musto Revocable Living Trust (the "MLM Trust") upon the conversion of the
6% Convertible Subordinated Notes due 2004 (the "Notes"), of which half
were purchased by the MLM Trust on January 7, 1999 and half were purchased
on August 26, 1999, which are convertible into shares of Reptron common
stock at the rate of 35.0877 shares of common stock per $1,000 principal
amount of the Notes; (iii) 1,277,704 shares held by MLM Investment Company
Limited Partnership ("MLMLP") of which MLM, Inc., a Nevada corporation
("MLM, Inc."), is the managing general partner, Mr. Musto is the president
and controlling shareholder of MLM, Inc., and has sole voting and
dispositive power over the shares held by MLMLP; and (iv) 122,500 shares
held by the MLM Trust. Excludes 4,000 shares subject to options that are
exercisable by Mr. Musto's mother.
(2) The number of shares shown in the table includes (i) 52,000 shares held
directly by Mr. Plante; (ii) 312,500 shares subject to options that are
exercisable within 60 days of April 26, 2002; and (iii) 4,105 shares
issuable to an IRA for the benefit of Mr. Plante's spouse upon the
conversion of the Notes.
(3) The number of shares shown in the table includes (i) 1,000 shares held
directly by Ms. Fena; and (ii) 11,500 shares subject to options that are
exercisable within 60 days of April 26, 2002.
(4) The number of shares shown in the table includes only shares subject to
options that are exercisable within 60 days of April 26, 2002.
(5) The number of shares shown in the table includes (i) 87,710 shares held
directly by Mr. Nichols; and (ii) 14,500 shares subject to options that
are exercisable within 60 days of April 26, 2002.
(6) The number of shares shown in the table includes only shares subject to
options that are exercisable within 60 days of April 26, 2002.
(7) The number of shares shown in the table includes (i) 2,000 shares held
directly by Mr. Addonisio and (ii) 25,000 shares subject to options that
are exercisable within 60 days of April 26, 2002.
(8) The number of shares shown in the table includes (i) 12,300 shares held by
the William L. Elson P.C. Profit Sharing Plan; and (ii) 40,000 shares
subject to options that are exercisable within 60 days of April 26, 2002.
(9) The number of shares shown in the table includes (i) 25,000 shares held
directly by Mr. Mitcham; and (ii) 15,000 shares subject to options that
are exercisable within 60 days of April 26, 2002.
(10) The number of shares shown in the table includes only shares subject to
options that are exercisable within 60 days of April 26, 2002.
(11) Includes: (1) 32,805 shares issuable upon the conversion of the Notes; and
(ii) 446,000 shares subject to options that are exercisable within 60 days
of April 26, 2002.
(12) Reptron has reason to believe that Mr. Mandaric beneficially owns 571,800
shares.
(13) The number of shares shown in the table is based upon a Schedule 13G filed
with the Securities and Exchange Commission on February 10, 1999 and are
shares issuable upon the conversion of $13,500,000 of the Notes.
(14) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the Securities and Exchange Commission on February 8, 2000.
(15) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the Securities and Exchange Commission on January 10, 2002.
(16) The number of shares shown in the table is based upon a Schedule 13D filed
with the Securities and Exchange Commission on February 14, 2002.
(17) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the Securities and Exchange Commission on February 12, 2002
(18) The number of shares shown in the table is based upon a Schedule 13G/A
filed with the Securities and Exchange Commission on February 15, 2002
(19) The number of shares shown in the table is based upon a Schedule 13G filed
with the Securities and Exchange Commission on January 10, 2002.
7
Section 16(a) Beneficial Ownership Reporting Compliance
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Section 16(a) of the Securities and Exchange Act of 1934, as amended,
requires directors, executive officers and persons holding more than ten
percent of Reptron's common stock to report their initial ownership of the
common stock and any changes in that ownership to the Securities and Exchange
Commission. The Securities and Exchange Commission has designated specific due
dates for these reports and Reptron must identify in this proxy statement those
persons who did not file these reports when due. Based solely on our review of
copies of the reports received by us and written representations of our
directors and executive officers, we believe that only Mr. Nichols failed to
timely file one Form 4 reporting two transactions in fiscal 2001.
8
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is certain information, as of April 26, 2002, concerning
Reptron's executive officers, continuing directors, and nominees for election
as directors.
Year First
Became a
Name Position(s) Age Director
- ---- ----------- --- ----------
Michael L. Musto(1).... Chief Executive Officer and Director
(director nominee for a term expiring in 2005) 60 1973
Paul J. Plante......... President, Chief Operating Officer, Acting Chief
Financial Officer and Director (term expiring in
2004) 44 1994
Bonnie Fena............ President--Reptron Manufacturing Services 54 --
Christopher M. O'Brien. Executive Vice President--Reptron Distribution 45 --
Michael R. Nichols..... Regional Vice President--Reptron Distribution 46 --
Leigh A. Lane(1)(2).... Corporate Credit Manager, Secretary and Director
(term expiring in 2003) 37 1994
Vincent Addonisio(3)(4) Director (term expiring in 2003) 47 2000
William L. Elson(3).... Director (term expiring in 2004) 54 1994
John J. Mitcham(3)(4).. Director (term expiring in 2002) 61 1998
William U. Parfet(3)(4) Director (director nominee for a term expiring in
2005) 55 2001
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(1) Mr. Musto and Ms. Lane serve on Reptron's Stock Option Committee.
(2) Ms. Lane is the daughter of Mr. Musto.
(3) Messrs. Addonisio, Elson, Mitcham and Parfet serve on Reptron's Audit
Committee.
(4) Messrs. Addonisio, Mitcham and Parfet serve on Reptron's Compensation
Committee.
9
Michael L. Musto. Mr. Musto has been Chief Executive Officer and a director
of Reptron since its inception in 1973. He was President of Reptron from 1973
to 1999. Prior to 1973, Mr. Musto worked for nine years in electronic
components distribution for Northland Electronics and Diplomat Electronics.
Paul J. Plante. Mr. Plante was appointed President of Reptron in December
1999, Chief Operating Officer of Reptron in January 1997, Acting Chief
Financial Officer of Reptron in 2001, and has been a director since 1994. Mr.
Plante has been employed by Reptron since 1986 and previously served as its
Vice President of Finance, Chief Financial Officer and Treasurer (1987-1997).
From 1983-1986, he was Controller of K-Byte Manufacturing, which is now a
division of Reptron. Prior to 1983, Mr. Plante worked for a regional accounting
firm (1980-83). Mr. Plante is a Certified Public Accountant and is a graduate
of Michigan State University, with a Bachelor of Arts degree in accounting. He
also has an MBA degree from the University of South Florida.
Bonitta Fena. Ms. Fena has served as President of Reptron Manufacturing
Services Division since April 2002. Prior to her current role, she served as
the President of the Reptron Manufacturing Services Hibbing Facility from May
1998 to April 2002. Prior to joining Reptron, Ms. Fena was President of Hibbing
Electronics Corporation (1987 to 1998) and from 1974 to 1987 Ms. Fena served as
Vice President and co-founder of Hibbing Electronics Corporation.
Christopher M. O'Brien. Mr. O'Brien was appointed Executive Vice President
- - Reptron Distribution in February 2002. Prior to this appointment, Mr. O'Brien
served as Reptron's central regional manager (2001-2002). Prior to joining
Reptron, Mr. O'Brien served as regional vice president of Wyle Electronics
(1999-2001) and has held numerous positions at Sterling Electronics
Corporation, including field sales manager, regional vice president and senior
vice president of sales (1992-1999).
Michael R. Nichols. Mr. Nichols currently serves as Regional Vice President
for Reptron Distribution. Prior to his current position, Mr. Nichols held
several positions with Reptron including Vice President of Sales - Reptron
Distribution (1990-2002), southeast regional sales manager (1985-1990), sales
manager for the Tampa sales office (1982-1985) and field salesperson. Mr.
Nichols has been employed by Reptron since 1978. He is a graduate of the
University of Florida with a Bachelor of Arts degree in management and
marketing.
Leigh A. Lane. Ms. Lane serves as Reptron's secretary and has been a
director since 1994. Ms. Lane has served in a number of administrative
positions, including Operations Manager (1989-1991) and Corporate Credit
Manager (1991-present).
Vincent Addonisio. Mr. Addonisio has been a director of Reptron since May
2000. Mr. Addonisio has served as an executive of CGI Information Technology
Services, Inc. ("CGI"), a provider of end-to-end information technology
solutions, since 1998. Mr. Addonisio currently serves as Chief Administrative
Officer and Executive Vice President of CGI. Mr. Addonisio was President of
Parker Communications Network, Inc., a privately-held point of sale
10
marketing network company, from 1997 to 1998. From 1993 to 1996, Mr. Addonisio
was a director and served in various executive positions with ABR Information
Services, Inc., including Executive Vice President, Chief Financial Officer,
and Treasurer. Mr. Addonisio is a Certified Public Accountant and holds a
Bachelor of Science degree in Accounting from the Binghamton University (SUNY)
and an MBA from the Georgia Institute of Technology.
William L. Elson. Mr. Elson has served as Reptron's outside general counsel
since 1979 and has been a director since 1994. He has practiced law as a sole
practitioner since 1975 and worked for Coopers & Lybrand from 1973 to 1975. Mr.
Elson is a Certified Public Accountant and is a graduate of Wayne State
University, with a J.D. degree and a Bachelor of Science degree in accounting.
Mr. Elson has been of counsel to the law firm of Holland & Knight LLP in Tampa,
Florida since July 2000.
John J. Mitcham. Mr. Mitcham has served as a director of Reptron since
1998. Mr. Mitcham has been a strategic advisor to the Chief Executive Officer
and board of directors of Tricord Systems, Inc., ("Tricord"), a technology
company, since November 2000. Prior to his current role, Mr. Mitcham held
several positions with Tricord, including Chairman of the board of directors
(October 1998 to November 2000), Co-Chief Executive Officer (May 1999 to
November 2000) and President and Chief Executive Officer (May 1995 to April
1999). From 1989 to 1995, Mr. Mitcham served as President of AT&T Paradyne
Corporation, a developer and manufacturer of broad band network access products
and technology. Mr. Mitcham holds a Bachelor's degree in business
administration from the University of Houston.
William U. Parfet. Mr. Parfet has been a director of Reptron since April
19, 2001. Mr. Parfet has been the Chairman and Chief Executive Officer of MPI
Research, Inc. since 1999; and Mr. Parfet was the Co-Chairman of MPI Research,
LLC from 1995-1999. Mr. Parfet is also a member of the board of directors of
Apogent Technologies Inc., CMS Energy Corporation, Monsanto Company, PAR EXEL
International Corporation, Pharmacia Corporation and Stryker Corporation.
11
EXECUTIVE COMPENSATION
Under rules established by the Securities and Exchange Commission, Reptron
is required to provide certain information concerning total compensation earned
or paid to: (1) Reptron's chief executive officer and (2) the four other most
highly compensated executive officers whose annual salaries and bonuses
exceeded $100,000 during 2001 (the "Named Executive Officers").
Summary Compensation Table
The following table sets forth certain compensation information for the
Named Executive Officers :
Annual
Compensation(1)
-----------------
Securities
Fiscal Underlying All Other
Name and Principal Position Year Salary(2) Bonus Options Compensation(3)
- --------------------------- ------ --------- ------- ---------- ---------------
Michael L. Musto................... 2001 $380,000 $ -- -- $ 125
Chairman of the Board 2000 400,000 -- -- 152
And Chief Executive Officer 1999 400,000 -- -- 822
Paul J. Plante..................... 2001 $299,250 $ -- -- $1,175
President, Chief Operating Officer 2000 309,000 60,000 -- 602
and Acting Chief Financial Officer 1999 300,000 -- -- 1,514
Bonnie Fena........................ 2001 $220,000 $ -- 5,000 $1,170
President, Reptron Manufacturing 2000 200,000 52,250 500 1,170
Services 1999 200,000 -- -- 950
Christopher M. O'Brien (4)......... 2001 $155,000 $ -- 10,000 $ --
Executive Vice President, 2000 -- -- -- --
Reptron Distribution 1999 -- -- -- --
Michael R. Nichols................. 2001 $237,500 $ -- 20,000 $ 125
Vice President, Sales 2000 200,000 80,000 -- 152
Reptron Distribution 1999 200,000 50,000 -- 822
- ---------------------
(1) The aggregate amount of perquisites and other personal benefits, if any,
did not exceed the lesser of $50,000 or 10% of the total annual salary and
bonus reported for each Named Executive Officer and has therefore been
omitted.
(2) Includes any amount deferred by the executive pursuant to Reptron's 401(k)
plan.
(3) Includes annual premiums paid by Reptron for a $10,000 life insurance
policy for each of the executive officers. Also includes the amount
contributed by Reptron to the account of each Named Executive Officer under
Reptron's 401(k) plan.
(4) Mr. O'Brien joined Reptron in April 2001.
12
Option Grants During Fiscal Year 2001
The following table sets forth information concerning options granted to
the Named Executive Officers during 2001:
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation for
2001 Stock Option Grants(1) Option Term(2)
- -------------------------------------------------------------------------- ----------------------
Percent of 2001 Exercise
Options Granted or Base Expiration Assumed Assumed
Name Options Granted to Employees Price Date Rate 5% Rate 10%
- ---- --------------- --------------- -------- ---------- ------- --------
Michael L. Musto -- -- -- -- -- --
Paul J. Plante -- -- -- -- -- --
Bonnie Fena 5,000 1.4% $8.56 2/22/11 $26,917 $ 68,212
Christopher M. O'Brien 10,000 2.9% $6.18 4/16/11 $38,866 $ 98,493
Michael R. Nichols 20,000 5.7% $6.09 2/5/11 $76,599 $194,118
- ---------------------
(1) Each of these options was granted pursuant to the Reptron ISO Plan and is
subject to the terms of such plan. As long as the optionee maintains
continuous employment with Reptron, these options vest over a four year
period at a rate of one-fourth of the shares on each anniversary of the
date of grant.
(2) Potential gains are net of the exercise price but before taxes associated
with the exercise. Amounts represent hypothetical gains that could be
achieved for the respective options if they were exercised at the end of
the option term. The assumed 5% and 10% rates of stock appreciation are
based on appreciation from the exercise price per share. These rates are
provided in accordance with the rules of the SEC and do not represent
Reptron's estimate or projection of the future price of Reptron's Common
Stock. Actual gains, if any, on stock option exercises are dependent on the
future financial performance of Reptron, overall stock market conditions
and the option holders' continued employment through the vesting period.
13
Option Exercises During Fiscal Year 2001 and Fiscal Year End Option Values
The following table sets forth information concerning options exercised by
the Named Executive Officers during fiscal year 2001 and the number and value
of options held at fiscal year end. Reptron does not have any outstanding stock
appreciation rights.
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at In-The-Money Options at
Acquired December 31, 2001 December 31, 2001(1)($)
on Value ------------------------- -------------------------
Name Exercise Realized(2)($) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- -------------- ----------- ------------- ----------- -------------
Michael L. Musto -- -- -- -- -- --
Paul J. Plante -- -- 275,000 75,000 -- --
Bonnie Fena -- -- 5,125 10,375 -- --
Christopher M. O'Brien -- -- -- 10,000 -- --
Michael R. Nichols -- -- 14,500 15,500 -- --
- ---------------------
(1) The closing price for Reptron's common stock as reported on Nasdaq on
December 31, 2001 was $3.11. Value is calculated on the basis of the
difference between the option exercise price and $3.11 multiplied by the
number of shares of Reptron's common stock to which the exercise relates.
(2) Value realized is calculated based on the difference between the option
exercise price and the closing market price of Reptron's common stock on
the date of exercise multiplied by the number of shares to which the
exercise relates.
Ten Year Option Repricings
The following table sets forth information concerning the repricing of
stock options held by the Named Executive Officers during the last 10 years:
Length of
Number of Market Original
Securities Price Of Exercise Option Term
Underlying Stock At Price at Remaining At
Options Time of Time of New Date if
Repriced Or Repricing or Repricing or Exercise Repricing or
Name Date Amended Amendment Amendment Price Amendment(1)
- ---- -------- ----------- ------------ ------------ -------- ------------
Michael L. Musto -- -- -- -- -- --
Paul J. Plante 11/02/98 50,000 $4.00 $18.00 $6.00 6 years
11/02/98 150,000 $4.00 $11.00 $6.00 7 years
Bonnie Fena 11/02/98 10,000 $4.00 $11.82 $6.00 7 years
Christopher M. O'Brien -- -- -- -- -- --
Michael R. Nichols 11/02/98 40,000 $4.00 $18.00 $6.00 6 years
- ---------------------
(1) The length of original option terms did not change as a result of the
repricing. Represents approximate years remaining.
14
Equity Compensation Plan Information
- --------------------------------------------------------------------------------
The following table provides information about our common stock that may be
issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2001, including Reptron
Incentive Stock Option Plan, Reptron 2002 Incentive Stock Option Plan and the
Reptron Non-employee Director Plan.
Number of Securities
Remaining Available
Number of Securities for Future Issuance
to be Issued Upon Weighted Average Under Equity
Exercise of Exercise Price of Compensation Plans
Outstanding Outstanding (Excluding
Options, Warrants Options, Warrants Securities Reflected
Plan Category and Rights (a) and Rights(b) in Column (a)) (c)
- ------------- -------------------- ----------------- --------------------
Equity Compensation Plans Approved by
Shareholders........................... 1,425,431 $6.63 2,024,569
Equity Compensation Plans Not Approved by
Shareholders........................... -- $ -- --
Employment and Severance Contracts
We are a party to employment agreements with Messrs. Musto and Plante
effective June 5, 1998 and January 5, 1999, respectively. These agreements
continue until terminated (as provided in the agreements), and provide for an
annual base salary and certain other benefits. The annual base salaries for
fiscal 2002 for Messrs. Musto and Plante are $400,000 and $315,000,
respectively. However, Messrs. Musto and Plante, as well as our entire senior
management team, received a temporary ten percent pay reduction effective July
1, 2001 in response to difficult industry conditions. This decrease in pay will
be restored when business conditions improve. Mr. Musto's employment agreement
provides that he is entitled to severance if his employment is terminated by us
for any reason or upon a "change of control" (as defined in the employment
agreement). In such case, Messrs. Musto would receive 2.99 times his average
annual base compensation. Mr. Plante's employment agreement provides that he is
entitled to severance if his employment is terminated by us "without cause" or
upon a "change of control" (as such terms are defined in the employment
agreement). In such case, Mr. Plante would receive 2.99 times his average
annual base compensation.
Compensation Committee Interlocks and Insider Participation
During 2001, the Compensation Committee consisted of Messrs. Addonisio,
Mitcham and Parfet, all of whom are outside directors. Under rules established
by the Securities and Exchange Commission, Reptron is required to provide a
description of certain transactions and relationships between any Compensation
Committee member and Reptron. No such transactions occurred during 2001. None
of the members of the compensation committee are current or former officers or
employees of Reptron.
15
Compensation Committee Report on Executive Compensation
- --------------------------------------------------------------------------------
The following Report of the Compensation Committee and the performance
graph included elsewhere in this Proxy Statement do not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Reptron filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent Reptron
specifically incorporates this Report or the performance graph by reference in
such filings.
Compensation Policy: Reptron's compensation program for executives
consists of three key elements:
. a base salary
. a performance-based annual bonus
. periodic grants of stock options
The Compensation Committee believes that this three-part approach best
serves the interests of Reptron and its shareholders because it enables Reptron
to meet the requirements of the highly competitive environment in which Reptron
operates while ensuring that executive officers are compensated in a way that
advances both the short- and long-term interests of shareholders. In
determining compensation, consideration is given both to Reptron's overall
performance and to individual performance, taking into account the
contributions made by the executive toward improving Reptron's performance.
Consideration is also given to the executive's position, location and level of
responsibility, and the job performance of the executive in planning, providing
direction for, and implementing Reptron's strategy. The Compensation
Committee's primary objective in establishing compensation programs is to
support Reptron's goal of maximizing the value of shareholders' investment in
Reptron.
. Base Salary. Base salaries for Reptron's executive officers, as well
as changes in such salaries, are based upon such factors as competitive
industry salaries; a subjective assessment of the nature of the
position; the contribution and experience of the executive, and the
length of the executive's service. The Compensation Committee believes
that Reptron's compensation of its executive officers falls within the
median of industry compensation levels. Base salaries are based upon
qualitative and subjective factors, and no specific formula is applied
to determine the weight of each factor. Most of the Reptron executive
management team, including the Chief Executive Officer and the Chief
Operating Officer, had their base salaries reduced by 10% effective
July 1, 2001. These reductions were made in response to difficult
industry conditions and may be restored if conditions improve in the
future.
. Annual Bonus. Payments to Reptron's executive officers under annual
bonus plans are earned through successful completion of stated
objectives, which Reptron has determined to be critical elements for
successful operations. The Chief Executive Officer and Chief Operating
Officer are eligible to receive annual bonus payments based solely on
achieving certain levels of profitability. No bonuses were earned in
2001.
16
. Stock Options. Reptron's long term incentives are in the form of stock
option awards. The objective of these awards is to advance Reptron's
and its shareholders' longer term interests and complement incentives
tied to annual performance. These awards provide rewards to executives
upon the creation of incremental shareholder value and attainment of
long term earnings goals. Stock options only produce value to
executives if the price of Reptron's stock appreciates, thereby
directly linking the interests of our executives with those of our
shareholders. The executive's right to the stock options vests over a
period prescribed by Reptron's Stock Option Committee. Neither the
Chief Executive Officer or the Chief Operating Officer received any
stock options in 2001.
Compensation of Reptron's Chief Executive Officer: Mr. Michael L. Musto's
compensation was reduced by 10% effective July 1, 2001 in response to difficult
industry conditions. Mr. Musto's 2001 compensation, when initially established,
was reviewed by the Compensation Committee applying the principles outlined
above in the same manner as they were applied to the other executives of
Reptron. In addition, the Compensation Committee reviews the compensation paid
to chief executive officers of comparable companies and considers those
compensation levels in determining Mr. Musto's compensation.
Internal Revenue Code Limits on Deductibility of Compensation: Section 162(m)
of the Internal Revenue Code generally disallows a tax deduction to public
corporations for compensation over $1,000,000 paid for any fiscal year to the
corporation's chief executive officer and four other most highly compensated
executive officers as of the end of any fiscal year. However, the statute
exempts qualifying performance-based compensation from the deduction limit if
certain requirements are met. Reptron expects no adverse tax consequences under
Section 162(m) for 2001.
Submitted by the Compensation Committee
Vincent Addonisio
John J. Mitcham
William U. Parfet
17
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, Reptron and its subsidiaries engage in transactions with
companies where one of Reptron's executive officers or directors or a member of
his or her immediate family has a direct or indirect interest. All of these
transactions, including those described below, are in the ordinary course of
business and at competitive rates and prices.
Reptron leases one of its sales offices (located in Detroit, Michigan) from
Michael L. Musto, Reptron's Chief Executive Officer. The building includes
office and warehouse space and totals approximately 10,000 square feet. Rent
expense on this facility totaled $72,000 in 2001. The lease expires in November
2003. The Reptron Manufacturing division leases a total of 127,000 square feet
of manufacturing and administrative offices in Hibbing, Minnesota, which
facility is owned in part by four individuals on the senior management team of
Reptron Manufacturing. Rent expense on these offices totaled $484,000 in 2001.
The lease expires in December 2002.
Mr. Elson, a Director of Reptron, provides legal services to Reptron and
received approximately $190,000 for legal services rendered during 2001. In
addition, Mr. Elson, is also of counsel to the law firm of Holland & Knight LLP
which served as counsel to Reptron during the fiscal year ended December 31,
2001.
Mr. Musto, Reptron's Chief Executive Officer, beneficially owns a portion
of Reptron's 6.75% convertible subordinated notes valued at approximately $8.0
million. In 2001, Mr. Musto received approximately $540,000 in interest
payments on these notes. Also, Mr. Plante, Reptron's President, Chief Operating
Officer and Acting Chief Financial Officer, beneficially owns a portion of
Reptron's 6.75% convertible subordinated notes valued at approximately
$117,000. In 2001, Mr. Plante received approximately $8,000 in interest
payments on these notes.
Reptron occasionally leases an airplane from a company controlled by Mr.
Musto, Reptron's Chief Executive Officer. The lease is based on a per hour use
charge. During 2001, payments for the use of the airplane were approximately
$68,000.
18
REPTRON STOCK PRICE PERFORMANCE GRAPH
The following graph is a comparison of the cumulative total returns for
Reptron's common stock as compared with the cumulative total return for The
Nasdaq Stock Market (U.S.) Index and the average performance of a group
consisting of Reptron's peer corporations on a line-of-business basis. The
following Corporations make-up our peer group: ACT Manufacturing, Inc., All
American Semiconductor, Pioneer Standard Electronics, Inc., and Plexus
Corporation. The cumulative return of Reptron was computed by dividing the
difference between the price of Reptron's common stock at the end and the
beginning of the measurement period (December 31, 1996 to December 31, 2001) by
the price of Reptron's common stock at the beginning of the measurement period.
The total return calculations are based upon an assumed $100 investment on
December 31, 1996.
[CHART]
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG REPTRON ELECTRONICS, INC.,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND A PEER GROUP
12/96 3/97 6/97 9/97 12/97 3/98 6/98 9/98 12/98 3/99 6/99 9/99
Reptron
Electronics, Inc. $100.00 $98.79 $116.36 $88.79 $50.30 $55.76 $54.24 $24.85 $25.15 $17.58 $17.27 $20.61
Nasdaq Stock
Market (U.S.) $100.00 $94.57 $111.90 $130.82 $122.48 $143.34 $147.28 $132.89 $172.68 $193.65 $211.83 $217.11
Peer Group $100.00 $110.25 $143.18 $182.12 $127.61 $124.22 $110.93 $98.48 %148.45 $117.65 $147.81 $155.84
12/99 3/00 6/00 9/00 12/00 3/01 6/01 9/01 12/01
Reptron
Electronics, Inc. $42.42 $53.03 $56.67 $78.79 $30.00 $34.24 $22.30 $12.61 $15.12
Nasdaq Stock
Market (U.S.) $320.89 $360.25 $313.24 $288.25 $193.01 $144.08 $169.81 $117.81 $153.15
Peer Group $165.94 $246.09 $326.99 $416.71 $198.05 $174.45 $208.59 $146.44 $179.46
* $100 Invested on 12/31/96 in stock or index--including reinvestment of
dividends. Fiscal year ending December 31.
19
SHAREHOLDER PROPOSALS
Shareholders interested in presenting a proposal for consideration at
Reptron's Annual Meeting of Shareholders in 2003 may do so by following the
procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934
and Reptron's bylaws. To be eligible for inclusion, shareholder proposals must
be received by Reptron's Corporate Secretary no later than January 21, 2003. In
addition, the proxy solicited by Reptron's Board of Directors for the 2003
Annual Meeting of shareholders will confer discretionary authority to vote on
any shareholder proposal presented at that meeting, unless we are provided with
notice of such proposal by April 7, 2003.
INDEPENDENT AUDITORS
Our consolidated financial statements for the year ended December 31, 2001
have been audited by Grant Thornton LLP, independent auditors. A representative
of Grant Thornton LLP is expected to be present at the meeting in order to
respond to appropriate questions and to make any other statement deemed
appropriate.
The Board of Directors selects the independent auditors for Reptron each
year. The Board of Directors intends to continue the services of Grant Thornton
LLP for the fiscal year ending December 31, 2002.
20
AUDIT COMMITTEE REPORT
Reptron's management is responsible for preparing Reptron's financial
statements. Reptron's independent auditors are responsible for auditing the
financial statements. The activities of the Audit Committee are in no way
designed to supersede or alter these traditional responsibilities. Except to
the extent required by the rules of the NASDAQ stock market, membership on the
Audit Committee does not call for the professional training and technical
skills generally associated with career professionals in the field of
accounting and auditing. In addition, Reptron's independent auditors and the
internal audit staff have more available time and information than does the
Audit Committee. Accordingly, the Audit Committee's role does not provide any
special assurances with regard to Reptron's financial statements, nor does it
involve a professional evaluation of the quality of the audits performed by the
independent auditors.
In this context, the Audit Committee has reviewed and discussed the audited
financial statements for the year ended December 31, 2001, with management. The
Audit Committee has also discussed with the independent accountants the matters
required to be discussed by SAS 61 (Codification of Statements on Auditing
Standard, AU (S)380). The Audit Committee has received the written disclosures
and the letter from the independent accountants required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standards No. 1,
Independence Discussions with Audit Committees), and has discussed with the
independent accountants the independent accountants' independence. Based on a
review and discussion of the foregoing, the Audit Committee recommended to
Reptron's Board of Directors that the audited financial statements for the year
ended December 31, 2001, be included in Reptron's Annual Report on Form 10-K
for the year ended December 31, 2001 for filing with the Securities and
Exchange Commission.
Submitted by the Audit Committee
Vincent Addonisio
William L. Elson
John J. Mitcham
William U. Parfet
21
Audit Fees
- --------------------------------------------------------------------------------
The aggregate fees billed by Grant Thornton LLP for professional services
rendered in connection with the audit of Reptron's financial statements
included in Reptron's Annual Report on Form 10-K for fiscal year 2001, as well
as for the review of Reptron's financial statements included in Reptron's
Quarterly Reports on Form 10-Q during fiscal year 2001 totaled $120,000.
Financial Information Systems Design And Implementation Fees
- --------------------------------------------------------------------------------
No fees were billed by Grant Thornton LLP for information technology
services rendered during fiscal year 2001.
All Other Fees
- --------------------------------------------------------------------------------
We were billed $107,000 by Grant Thornton LLP for professional services
rendered during fiscal year 2001 other than fees for services referenced in the
above captioned "Audit Fees" and "Financial Information Systems Design and
Implementation Fees."
The Audit Committee considered whether Grant Thornton LLP's provision of
the above non-audit services is compatible with maintaining such firm's
independence.
OTHER MATTERS
As of the date of this proxy statement, Reptron knows of no business that
will be presented for consideration at the Annual Meeting of Shareholders other
than the items referred to above. If any other matter is properly brought
before the meeting for action by shareholders, proxies in the enclosed form
returned to Reptron will be voted in accordance with the judgment of the proxy
holder.
22
DETACH HERE
- --------------------------------------------------------------------------------
REPTRON ELECTRONICS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints PAUL J. PLANTE and WILLIAM A. BYRD, or
either of them, each with power of substitution and revocation, as the
proxy or proxies of the undersigned to represent the undersigned and vote
all shares of the Common Stock of Reptron Electronics, Inc. that the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Shareholders of Reptron Electronics, Inc., to be held at
Reptron's headquarters located at 14401 McCormick Drive, Tampa, Florida
33626, on June 24, 2002, at 9:00 a.m., and at any adjournments thereof,
upon the matters set forth on the reverse side and more fully described in
the Notice and Proxy Statement for said meeting and in their discretion
upon all other matters that may properly come before said meeting.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY WILL BE VOTED FOR THE
LISTED NOMINEES FOR DIRECTOR AND AS THE PROXYHOLDERS DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
1. Election of Directors, Nominees:
[_] FOR ALL NOMINEES LISTED BELOW [_] WITHHOLD AUTHORITY (to
vote except as marked to the
contrary for all nominees
listed below)
INSTRUCTION: To withhold authority to vote for one or more of the nominees
listed below, strike a line through the name(s) of the nominee(s) in the
list below. Your share will be voted for the remaining nominee(s).
Class I
Michael L. Musto
William U. Parfet
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
DETACH HERE
- --------------------------------------------------------------------------------
MARK HERE IF YOU PLAN TO ATTEND THE ANNUAL MEETING [_] MARK HERE FOR ADDRESS
CHANGE AND NOTE AT LEFT [_]
The Annual Meeting may be held as scheduled only if a majority of the shares
outstanding are represented at the Annual Meeting by attendance or proxy.
Accordingly, please complete this proxy and return it promptly in the enclosed
envelope. Please date and sign exactly as your name(s) appear on your shares.
If signing for estates, trusts, partnerships, corporations or other entities,
your title or capacity should be stated. If shares are held jointly, each
holder should sign.
DATED: __ 2002
PLEASE MARK,
SIGN, DATE AND
RETURN THE
PROXY CARD
PROMPTLY USING
THE ENCLOSED
ENVELOPE
Signature ____
Signature if
held jointly _