SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2)).
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
PROCYON CORPORATION
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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)(4) and 0-11.
1) Title of each class 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 0-11:1 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
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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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PROCYON CORPORATION
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 5, 1998
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Notice is hereby given that the Annual Meeting of Shareholders of Procyon
Corporation, a Colorado corporation (the "Company"), will be held at the
Clearwater Beach Hotel, 500 Mandalay Boulevard, Clearwater, Florida 34615 on
Saturday, December 5, 1998, at 9:00 A.M. Eastern time, or at any adjournment or
adjournments thereof, for the following purposes:
1. To elect five directors to hold office for the term set forth in the
accompanying Proxy Statement and until their successors shall have
been duly elected and qualified;
2. To consider and act upon a proposal to adopt a comprehensive stock
option plan;
3. To ratify the appointment of Giunta, Ferlita & Walsh, P.A. as
independent auditors; and
4. To consider and transact such other business as may properly come
before the meeting or any adjournment thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING, although only
shareholders of record at the close of business on November 13, 1998, will be
entitled to notice of, and to vote at, the meeting or any adjournment thereof.
The transfer books of the Company will not be closed.
By Order of the Board of Directors,
John C. Anderson
President
Clearwater, Florida
November 17, 1998
IMPORTANT
PLEASE MARK, DATE, SIGN, NOTE ANY CHANGE OF ADDRESS AND RETURN THE ENCLOSED
PROXY CARD IMMEDIATELY IN THE ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
NECESSARY IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE MEETING, WE WILL BE
GLAD TO RETURN YOUR PROXY SO THAT YOU MAY VOTE IN PERSON.
PROCYON CORPORATION
1150 CLEVELAND STREET, SUITE 410
CLEARWATER, FLORIDA 33755
(727) 447-2998
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 5, 1998
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General
The enclosed proxy is solicited by the Board of Directors of Procyon
Corporation (hereinafter referred to as the "Company") for use at the Annual
Meeting of Shareholders to be held at the Clearwater Beach Hotel, 500 Mandalay
Boulevard, Clearwater, Florida at 9:00 a.m., Eastern Time, on Saturday, December
5, 1998, for the purposes set forth in the foregoing Notice of Annual Meeting of
Shareholders. This Proxy Statement and the form of proxy will be mailed to
shareholders on or about November 17, 1998. A shareholder giving a proxy has the
power to revoke it at any time prior to its exercise by notifying the Secretary
of the Company. Unless the proxy is revoked, or unless it is received in such
form as to render it invalid, the shares represented by it will be voted in
accordance with the instructions contained therein.
The record date with respect to this solicitation is November 13, 1998. All
holders of record of Common Stock and Preferred Stock of the Company as of the
close of business on that date are entitled to vote at the meeting. As of
November 13, 1998, the Company had a total of 5,811,110 shares of Common and
Preferred Stock outstanding. Each share is entitled to one vote. A majority of
the votes entitled to be cast constitutes a quorum. If a quorum exists, action
on any matter other than the election of directors will be approved if the votes
cast in person or by proxy at the meeting favoring the action exceed the votes
cast opposing the action. In the election of directors, that number of
candidates equaling the number of directors to be elected having the highest
number of votes cast in favor of their election will be elected. Abstentions and
broker non-votes are not counted in the calculation of the vote. The Company's
President, who is expected to vote for the directors nominated by the Board of
Directors and to vote in accordance with the recommendations of the Board of
Directors, owns approximately 74% of the Company's outstanding shares of Common
Stock. A proxy may be revoked by the shareholder at any time prior to its being
voted. If a proxy is properly signed and is not revoked by the shareholder, the
shares it represents will be voted at the meeting in accordance with the
instructions of the shareholder. If the proxy is signed and returned without
specifying choices, the shares will be voted in accordance with the
recommendations of the Board of Directors. The cost of this solicitation will be
borne by the Company. Employees and directors of the Company may solicit proxies
but will not receive any additional compensation for such solicitation. Proxies
may be solicited personally or by mail, facsimile, telephone or telegraph.
As a matter of policy, proxies, ballots and voting tabulations that
identify individual shareholders are held confidential by the Company. Such
documents are available for examination only by the inspectors of election, none
of whom is an employee of the Company, and certain employees associated with
tabulation of the vote. The identity of the vote of any shareholder is not
disclosed except as may be necessary to meet legal requirements.
I. ELECTION OF DIRECTORS
All nominees for election as directors, except Mr. Thompson, are now
members of the Board of Directors. The Board of Directors knows of no reason why
any nominee would be unable to serve as a director. If any nominee should for
any reason become unable to serve, the shares represented by all valid proxies
will be voted for the election of such other person as the Board of Directors
may designate or the Board of Directors may reduce the number of directors to
eliminate the vacancy.
The following material contains information concerning the nominees,
including their recent employment, positions with the Company, other
directorships and age as of the date of this Proxy Statement.
Capacities in Director
Name Age Which Served Since
---- --- ------------ -----
John C. Anderson 55 President, Chief Executive and 1994
Financial Officer, and Director
Chester L. Wallack 57 Director 1995
Fred W. Suggs, Jr. 52 Director 1995
Alan B. Crane 48 Director 1995
Richard T. Thompson 57 Director Nominee
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John C. Anderson. Mr. Anderson has served as a director of the Company and
also as its President and Chief Executive and Financial Officer since November,
1994, when he purchased a controlling interest in the Company. From 1989 to
1994, he served as President of Rush-In Mart, Inc., an import-export firm doing
business primarily in the former Soviet Union. From 1978 to 1989, he served as
President of Stuffit Company, Inc., a print and mail direct marketing firm with
over 300 employees and eleven locations. From 1970 to 1978, he served as
President of Radius International, a firm engaged in retail and exporting
activities. Mr. Anderson received a B.S. degree in Business Administration from
Kansas State University.
Chester L. Wallack. Mr. Wallack serves as Chief Executive Officer of Felton
West, Inc., a real estate development and construction company in Dover,
Delaware. Mr. Wallack is a retired United States Air Force officer having served
as a pilot and in various management capacities. He graduated from the
University of Kansas with a B.S. degree in Industrial Management and from
Southern Illinois University with an M.B.A. degree in Finance.
Fred W. Suggs, Jr. Mr. Suggs has been a practicing attorney since 1975. He
is a partner in the Greenville, South Carolina office of Ogletree, Deakins,
Nash, Smoak & Stewart, specializing in labor and employment law. He has been
certified as a specialist in labor and unemployment law by the South Carolina
Supreme Court and is a frequent lecturer on labor and employment law issues. Mr.
Suggs graduated from Kansas State University with a B.S. degree and he received
his J.D. degree from the University of Alabama.
Alan B. Crane. Mr. Crane is a partner in Crane Farms, a farming partnership
in Larned, Kansas. In 1994, Mr. Crane was appointed by the governor of Kansas to
the Kansas Water Authority to oversee project expenditures. He received a B.S.
degree from Kansas State University.
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Richard T. Thompson. Since 1989, Mr. Thompson has been a principal of
Sunproof Corporation of Florida which markets and installs products, such as
window film and solar shades, to reduce heat and glare in automobiles,
residences and commercial offices. From 1986 to 1988, he was an officer and
owner of American Industries, an injection molding enterprise. From 1979 through
1984, Mr. Thompson was the president and owner of Pinellas Millwork Company. In
1970, he purchased an office furniture and supply company, which was
subsequently merged with another office products store to create one of the
largest office products store in the Midwest. Mr. Thompson continued to serve as
an officer and part owner until 1979.
Key Employee
Ronald L. Maddix. Mr. Maddix has served as the President and Chief
Executive Officer of the Company's wholly-owned subsidiary, Amerx Health Care
Corporation, since July 1996. From February 1995 to June 1996, Mr. Maddix served
as President of SunStates Medical Products, Inc., a distributor of medical
capital equipment. From July 1993 to February 1995, he served as President of
Granitec Corporation, a manufacturer of building materials. From July 1992 to
July 1993, he served as President of Environmed International, Inc., a medical
products company. From March 1987 to July 1992, Mr. Maddix served as Vice
President of Marketing for a microsurgical laser manufacturer. Mr. Maddix
attended Parsons College majoring in Business Administration.
Common Stock Ownership
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of November 13, 1998 by (i) each person known by
the Company to own beneficially more than 5% of the outstanding Common Stock,
(ii) each director or nominee, and (iii) all executive officers and directors as
a group. Each person has sole voting and sole investment or dispositive power
with respect to the shares shown except as noted. The address of each person
listed is 1150 Cleveland Street, #410, Clearwater, Florida 54615.
Shareholdings on
November 13, 1998
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Number of Percent of
Name and Address Shares(1) Class
- ---------------- --------- ----------
John C. Anderson............................. 3,386,000 74.0 %
Chester L. Wallack........................... 60,000 1.3
Fred W. Suggs................................ 100,000 2.2
Alan B. Crane................................ 86,000 1.9
Richard T. Thompson.......................... 45,000 1.0
All directors and officers
as a group (five persons).................. 3,632,000 80.2%
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(1) Consists of 36,000, 60,000, 100,000, 86,000 and 15,000 shares of
Series A Preferred Stock owned by Messrs. Anderson, Wallack, Suggs,
Crane and Thompson respectively, which Preferred Stock is convertible
into an equal number of shares of Common Stock of the Company. Such
conversion occurs (i) at the option of the holder, or (ii)
automatically, effective as of the close of a public offering of
Common Stock if such public offering satisfies certain size and price
per share requirements.
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Executive Compensation and Other Matters
Summary Compensation Table. The table on the following page sets forth the
annual and long-term compensation for services in all capacities to the Company
for the three fiscal years ended June 30, 1998, 1997 and 1996 of the Company's
Chief Executive Officer (the "Named Officer"). No other officer of the Company
received total annual salary and bonus in excess of $100,000 during the year
ended June 30, 1998.
Long Term Compensation
Awards
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Fiscal Annual Compensation Securities Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options/SARs(#) Compensation($)
- --------------------------- ---- --------- -------- --------------- ---------------
John C. Anderson, 1998 $144,000 $ -0- -- $-0-
President, Chief Executive 1997 144,000 -0- -- -0-
and Financial Officer and 1996 144,000 -0- -- -0-
Director
Option Grants Table. No grants of stock options were made during the fiscal
year ended June 30, 1998.
Fiscal Year-End Options/Option Values Table. The Named Officer does not
have any options to purchase the Company's securities.
Compensation of Directors
No employee of the Company receives any additional compensation for his
services as a director. No non-employee director receives any compensation for
his service; however, the Board of Directors has authorized payment of
reasonable travel or other out-of-pocket expenses incurred by non-management
directors in attending meetings of the Board of Directors. The Board of
Directors may consider alternative director compensation arrangements from time
to time.
Board and Committee Attendance
In fiscal year 1998, the Board of Directors held one formal meeting and all
directors attended that board meeting. There were no committees of the Board of
Directors during fiscal 1998. The Board recently established a Compensation
Committee and appointed Messrs. Wallack, Suggs and Crane to serve as its
members.
The Board of Directors has unanimously approved and recommends that
shareholders vote FOR the director nominees identified above.
II. PROPOSAL TO APPROVE OMNIBUS STOCK OPTION PLAN
In 1987, the Company's Board of Directors adopted an Incentive Stock Option
Plan pursuant to which 1,000,000 shares of Common Stock were reserved for
issuance. This plan was designed to comply with Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), which provides that no incentive
option may be granted more than ten years after effectiveness of the plan. No
options were ever granted under this plan.
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The Board of Directors has adopted, subject to shareholder approval at the
Annual Meeting, the Company's 1998 Omnibus Stock Option Plan (the "1998 Plan").
The 1998 Plan is a new comprehensive benefit plan that gives the Company the
ability to offer a variety of equity based incentives and awards to persons who
are key to the Company's growth, development and financial success. The Board of
Directors believes that the adoption of the 1998 Plan will assist the Company in
attracting and retaining qualified personnel, advisors and directors.
The full text of the 1998 Plan is set forth in Exhibit "A" of this Proxy
Statement, which is incorporated herein by this reference.
Summary of 1998 Plan
The 1998 Plan permits the grant of awards to directors, employees and
consultants of the Company and its subsidiaries. The 1998 Plan provides for the
grant of incentive stock options ("Incentive Stock Options") within the meaning
of the Code, non-qualified stock options, restricted shares, performance units,
performance shares, dividend equivalent, share appreciation rights ("SARs") and
other forms of awards, including deferrals of earned awards, (collectively, the
"Awards"). Employees and non-employees to whom an offer of employment has been
extended, directors and consultants of the Company are all eligible participants
for all Awards, except that Incentive Stock Options may be granted only to
employees.
The 1998 Plan is to be administered by the Compensation Committee of the
Board of Directors, or such other committee designated by the Board of Directors
(the "Committee"). The Committee construes and interprets the 1998 Plan,
determines the terms and conditions of the Awards granted under the 1998 Plan,
including the individuals who are to granted Awards, the exercise price, if any,
the number of shares subject to an Award and the vesting and duration of Awards,
subject to any restrictions contained in the 1998 Plan. If the 1998 Plan is
approved by the shareholders, the Board of Directors intends to appoint a
Compensation Committee composed of the three non-employee directors and
designate such Compensation Committee as the administrator of the 1998 Plan.
The maximum number of shares of Common Stock reserved and available for
Awards under the 1998 Plan will be 1,000,000 and the Compensation Committee may
limit the number of shares that may be awarded in the form of restricted stock
Awards. Adoption of the 1998 Plan will permit the Company to issue up to
1,000,000 shares of Common Stock, which would constitute approximately 14.7% of
the total shares of Common Stock outstanding assuming all such shares were
issued, all Preferred Shares presently outstanding were converted to Common
Stock and no other shares of Common were issued. The Company does not anticipate
issuing Awards representing all or a majority of the available shares for some
period of time and expects that this number of shares will be sufficient for
compensatory issuances in the near future. The Company believes that, while the
potential future issuance of shares under the 1998 Plan will be dilutive to
present and future shareholders, the issuance of Awards under the 1998 Plan for
compensatory purposes will have the effect of motivating management and others
to perform, which in turn should be reflected through the increase in value of
the Company's Common Stock and any increase will offset, to some degree, the
dilution to be experienced by current and future shareholders.
The exercise price of Incentive Stock Options granted under the 1998 Plan
must be at least equal to the fair market value of the Common Stock of the
Company on the date of grant, and must be 110% of fair market value when granted
to an employee who owns shares representing more than 10% of the voting power of
all classes of stock of the Company. The exercise price of non-qualified stock
options granted under the 1998 Plan can not be less than 85% of the fair market
value of the Common Stock on the date of grant. The term of all options granted
under the 1998 Plan may not exceed ten years, except the term of Incentive Stock
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Options granted to a 10% or more stockholder may not exceed five years. The 1998
Plan may be amended or terminated by the Board of Directors, but no such action
may impair the rights of a participant under a previously granted option.
The 1998 Plan provides for the award of SARs and Performance Units and
Performance Shares. A SAR is an incentive Award that permits the holder to
receive (per share covered thereby) the amount by which the fair market value of
a share of Common Stock on the date of exercise exceeds the fair market value of
such share on the date the SAR was granted or at such date as the Compensation
Committee designates. The Compensation Committee may grant SARs independently,
in addition to, or in tandem (such that the exercise of the SAR or related stock
option will result in forfeiture of the right to exercise the related stock
option or SAR for an equivalent number of shares) with a stock option Award. A
Performance Unit or Performance Share is an incentive Award whereby the Company
commits to make a distribution depending on the attainment of a performance
objective and condition established by the Committee and the base value of the
Performance Unit or Performance Share.
Upon termination of services of a non-employee director or consultant, all
options issuable, but not yet granted, to such persons for services rendered
shall be granted and all options shall remain exercisable for the original
option term. Options granted to an employee are exercisable for specified
periods of time ranging from one month to one year following an employee's
termination depending on the circumstances of the termination, except that
options granted to an employee terminated for cause shall not be exercisable to
any extent after termination. An unexercised option is exercisable only to the
extent that it was exercisable on the date of termination.
The 1998 Plan provides that, in the event the Company enters into an
agreement providing for the merger of the Company into another corporation, an
exchange of shares with another corporation, the reorganization of the Company
or the sale of substantially all of the Company's assets, unvested stock options
become immediately vested and exercisable. Upon the consummation of the merger,
exchange, reorganization or sale of assets, the successor corporation must
assume all Awards or substitute another Award on substantially identical terms
to the outstanding Award.
Tax Information
The tax effects on the recipient and on the Company of Awards made under
the 1998 Plan depend on the particular type of Award. Under many forms of Award
that can be made pursuant to the 1998 Plan, the fair market value of the benefit
of the Award is includable in the recipient's gross income as compensation
income for Federal and state income tax purposes at the time he or she receives
payment or is entitled to receive payment (whether in cash or shares) without
further restrictions or conditions. The Company is entitled to a tax deduction
in the amount which the recipient is required to include in his or her gross
income.
Special rules apply to the taxation of grants of restricted shares and
grants of stock options. In the case of restricted shares, under federal income
tax law and under the tax laws of some states, the recipient has the option to
elect within 30 days of the grant to be taxed when the grant is made on the
market value of the shares at that time, or on the date when all restrictions
lapse on the market value of the shares at that later time (including, in the
case of officers and directors, restrictions on the freedom to sell their shares
which arise under the "short swing" provisions of Section 16(b) of the
Securities Exchange Act of 1934).
Stock options have special rules. No income for federal tax purposes is
recognized upon the grant of the option, or in the case of incentive stock
options qualifying under Section 422A of the Internal Revenue Code, upon its
exercise. If shares purchased under an incentive stock option are not sold for 2
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years after the option was granted and one year after it was exercised, gain
upon the sale of the shares is taxed as long term capital gain under the federal
tax law and the tax law of some states. If sold sooner, the difference between
the option exercise price and the market value of the shares at the time of
exercise is taxable compensation under federal law and any further gain is
long-term or short term capital gain depending on whether the shares were held
for the capital gain holding period, which is currently 12 months.
In the case of the exercise of a non-qualified option, the difference
between the option price and the market value of the shares purchased is
ordinary income to the employee. When the shares are sold, the gain or loss is
treated as long- or short- term capital gain or loss depending on whether the
long-term holding period was met.
The Company is allowed a tax deduction for an amount, which to the employee
is taxable compensation, when there is a sale or disposition of incentive stock
option shares before the holding period is met and also when non-qualified stock
options are exercised.
Registration Under Securities Act of 1933
Management anticipates that shares of the Company's Common Stock reserved
under the 1998 Plan will be registered under the Securities Act of 1933. Until
such Common Stock is registered, any shares issued pursuant to any Award under
the 1998 Plan will be "restricted" securities.
III. SELECTION OF AUDITORS
The firm of Giunta, Ferlita & Walsh, P.A. has examined the financial
statements of the Company for the fiscal year ended June 30, 1998. Subject to
shareholder approval, Giunta, Ferlita & Walsh, P.A. has been re-appointed by the
Board of Directors to serve as the Company's independent auditors for the
ensuing fiscal year. Representatives of Giunta, Ferlita & Walsh, P.A. are
expected to be present at the Annual Meeting with the opportunity to make a
statement if it is their desire to do so, and will be available to respond to
appropriate questions from shareholders.
The Board of Directors recommends a vote FOR ratification of Giunta,
Ferlita & Walsh, P.A. as independent auditors for the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the securities laws of the United States, the Company's directors,
its executive officers, and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission and the Company. Specific due dates for these
reports have been established and the Company is required to disclose any
failure to file, or late filing, of such reports. Based solely on the Company's
review of Forms 3, 4 and 5 and amendments thereto furnished to the Company and
written representations with respect to filing of such Forms, the Company is not
aware of any failure to file, or late filing, of any such reports during the
1998 fiscal year.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 31, 1996, the Company entered into an Agreement and Plan of
Exchange (the "Agreement") with Amerx Health Care Corp., a corporation based in
Clearwater, Florida ("Amerx"). The Agreement provided that the Company would
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acquire Amerx through a share exchange in which all of the issued and
outstanding common stock of Amerx would be exchanged for a total of 3,000,000
(post-split) shares of Common Stock of the Company (the "Exchange"). The
Agreement provided that as a condition to the Exchange, the Company would
complete a five for one reverse split of its issued and outstanding shares of
Common Stock. The reverse stock split was approved by the Company's shareholders
on April 15, 1996. The reverse stock split became effective on May 8, 1996 and
the Exchange was completed as of May 9, 1996. Prior to the Exchange, Amerx was
wholly-owned by John C. Anderson.
During fiscal 1995, Mr. Anderson advanced $348,363 to the Company which was
used to fund operations and an investment in a certificate of deposit. The
certificate of deposit was pledged to guaranty a letter of credit which was
obtained by the Company in order to finance certain proposed inventory
purchases. The anticipated inventory purchases were not made, and the letter of
credit was not used. Effective July 1, 1995, Mr. Anderson converted $117,500 of
the advance plus accrued interest of $15,500 into paid in capital, which was
accounted for as part of the Exchange. The remainder of the advances were repaid
during fiscal 1996 following liquidation of the certificate of deposit. Mr.
Anderson has continued to advance funds to the Company. During fiscal 1998, Mr.
Anderson advanced $266,316 to the Company to fund operations and at June 30,
1998, the Company owed him $213,316 on these advances which is represented by a
non-interest bearing note due June 30, 1999, collateralized by all of the assets
of the Company.
The Company's directors and director nominee, consisting of Messrs.
Anderson, Wallack, Suggs, Crane and Thompson, have purchased a total of 342,000
shares of Preferred Stock at a price of $1 per share. Such purchases were made
on terms and conditions which were identical to the purchases made by all other
private investors.
ANNUAL REPORT
The Annual Report to Shareholders for the fiscal year ended June 30, 1998
is being sent to all shareholders with this Proxy Statement. The Annual Report
to Shareholders does not form any part of the material for the solicitation of
any Proxy. The Annual Report to Shareholders contains the Company's Annual
Report on Form 10-KSB for the year ended June 30, 1998 as filed with the
Securities and Exchange Commission. An additional copy, without exhibits, is
available without charge to any shareholder of the Company upon written request
to John C. Anderson, Procyon Corporation, 1150 Cleveland Street, Suite 410,
Clearwater, Florida 33755.
SHAREHOLDER PROPOSALS
Shareholders who intend to submit proposals for inclusion in the Proxy
Statement relating to the year ending June 30, 1999 must do so by sending the
proposal and supporting statements, if any, to the Company no later than July
20, 1999. Such proposals should be sent to the attention of the Corporate
Secretary, Procyon Corporation, 1150 Cleveland Street, Suite 410, Clearwater,
Florida 33755.
OTHER MATTERS
Except for the matters described herein, management does not intend to
present any matter for action at the Annual Meeting and knows of no matter to be
presented at such meeting that is a proper subject for action by the
shareholders. However, if any other matters should properly come before the
Annual Meeting, it is intended that votes will be cast pursuant to the authority
granted by the enclosed Proxy in accordance with the best judgment of the person
or person acting under the Proxy.
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Exhibit A
PROCYON CORPORATION
1998 OMNIBUS STOCK OPTION PLAN
1. Purpose
The purpose of this Plan is to promote the interest of the Corporation and its
stockholders and the Corporation's success by providing a method whereby a
variety of equity-based incentive and other Awards may be granted to Employees
and Directors of the Corporation and its Subsidiaries and to selected
Consultants.
2. Definitions
A. "Award" means any form of stock option, restricted stock, Performance
Unit, Performance Share, stock appreciation right, dividend equivalent
or other incentive award granted under the Plan.
B. "Award Notice" means any written notice from the Corporation to a
Participant or agreement between the Corporation and a Participant
that establishes the terms applicable to an Award.
C. "Board of Directors" means the Board of Directors of the Corporation.
D. "Code" means the Internal Revenue Code of 1986, as amended. Any
reference to the Code includes the regulations promulgated pursuant to
the Code.
E. "Committee" means the Compensation Committee of the Board of
Directors, or such other committee designated by the Board of
Directors, which is authorized to administer the Plan under Section 3
hereof. The number of persons who shall serve on the Committee shall
be specified from time to time by the Board of Directors; however, in
no event shall there be fewer than two members of the Committee.
F. "Common Stock" means Common Stock of the Corporation, no par value per
share.
G. "Consultant" means any individual who renders services directly to the
Corporation or a Subsidiary or to the Corporation's customers as
defined and designated from time to time by the Committee.
H. "Corporation" means Procyon Corporation, a Colorado corporation.
I. "Director" means a member of the Board of Directors or a member of the
Board of Directors of a Subsidiary.
J. "Employee" means any employee of the Corporation or a Subsidiary and
also includes non-employees to whom an offer of employment has been
extended.
K. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
L. "Fair Market Value" means, on any given date (i) if the Common Stock
is traded in the over-the-counter market and not in The Nasdaq Stock
Market or on any national securities exchange, the per share closing
bid prices of the Common Stock as reported by a generally accepted
reporting service for such market, (ii) if the Common Stock is traded
in The Nasdaq Stock Market or on a national securities exchange, the
per share closing price of the Common Stock on which it is so listed,
(iii) if trading in the Common Stock is not reported by Nasdaq, the
lowest per share bid price of the Common Stock as reported in the
"pink sheets" published by National Quotation Bureau, Incorporated,
(iv) if no such reported price is reported for such date pursuant to
(i), (ii) or (iii) above, then the bid, closing sale or bid price,
respectively, on the first preceding day on which so reported, or (v)
if the Common Stock is not so traded and/or reported for a 30-day
period immediately preceding the date for determining Fair Market
Value, the Committee shall, in good faith and in conformity with the
requirements of Section 422 of the Code, establish a method for
determining the Fair Market Value.
M. "Non-Employee Director" means Directors who are not also Employees of
the Corporation or a Subsidiary.
N. "Participant" means any individual to whom an Award is granted under
the Plan.
O. "Performance Share" means a Unit expressed in terms of, or valued by
reference to, a share of Common Stock.
P. "Performance Unit" means a Unit valued by reference to designated
criteria established by the Committee, other than Common Stock.
Q. "Plan" means this Plan, which shall be known as Procyon Corporation
1998 Omnibus Stock Option Plan.
R. "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, or
any successor rule.
S. "Subsidiary" means a corporation or other business entity of which the
Corporation directly or indirectly has an ownership interest of 50% or
more, or of which it has a right to elect or appoint 50% or more of
the board of directors or other governing body. A Subsidiary shall
include both currently owned Subsidiaries as well as any Subsidiary
hereafter acquired.
T. "Unit" means a bookkeeping entry used by the Corporation to record the
grant of an Award until such time as the Award is paid, cancelled,
forfeited or terminated.
3. Administration
A. The Plan shall be administered by the Committee. The Committee shall
have the authority to:
i. construe and interpret the Plan;
-2-
ii. promulgate, amend and rescind rules relating to the
implementation of the Plan;
iii. make all determinations necessary or advisable for the
administration of the Plan, including the selection of Employees,
Consultants and affiliated individuals who shall be granted
Awards, the number of shares of Common Stock or Units to be
subject to each Award, the Award price, if any, the vesting or
duration of Awards, and the designation of stock options as
incentive stock options or non-qualified stock options;
iv. determine the disposition of Awards in the event of a
Participant's divorce or dissolution of marriage;
v. determine whether Awards will be granted alone or in combination
or in tandem with other Awards; vi. determine whether cash will
be paid or Awards will be granted in replacement of, or as
alternatives to, other grants under the Plan or any other
incentive or compensation plan of the Corporationr a Subsidiary.
B. Subject to the requirements of applicable law, the Committee may
correct any defect, supply any omission, or reconcile any
inconsistency in the Plan, any Award, or any Award Notice; take any
and all other actions it deems necessary or advisable for the proper
administration of the Plan; designate persons other than members of
the Committee to carry out its responsibilities; and prescribe such
conditions and limitations as it may deem appropriate; except that the
Committee may not delegate its authority with regard to the selection
for participation of, or the granting of Awards to, persons under
Section 16 of the Exchange Act. Any determination, decision, or action
of the Committee in connection with the construction, interpretation,
administration, or application of the Plan shall be final, conclusive
and binding upon all persons validly claiming under or through
Participants.
B. The Committee may at any time, and from time to time amend or cancel
any outstanding Award, but only with the consent of the person to whom
the Award was granted. Any Award granted may be converted, modified,
forfeited or canceled, prospectively or retroactively, in whole or in
part, by the Committee in its sole discretion. However, no such action
may impair the rights of any person to whom the Award was granted
without his or her consent. The Committee may, in its sole discretion,
in whole or in part, waive any restrictions or conditions applicable
to, or accelerate the vesting of, any Award.
4. Eligibility
A. Any Employee is eligible to become a Participant in the Plan.
B. Directors who are not Employees of the Corporation or a Subsidiary
shall be eligible to receive Awards in accordance with Section 7.
C. Consultants who are not Employees or Directors of the Corporation
shall be eligible to receive Awards in accordance with Section 8.
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5. Shares Available
Subject to Section 16 hereof, the maximum number of shares of Common Stock
issuable on exercise of options (including incentive options) or other Awards
granted under the Plan shall be 1,000,000. Notwithstanding the foregoing
sentence, the maximum number of shares of Common Stock that may be awarded under
this Plan in the form of restricted stock awards pursuant to Section 10 may be
limited by the Committee. If an option or SAR expires or is terminated,
surrendered or canceled without have been fully exercised, if restricted stock
or Performance Shares are forfeited, or if any other grant results in any shares
not being issued, the unused shares covered by any such Award shall again be
available for grant under the Plan to any Participant who is not subject to
Section 16 of the Exchange Act.
6. Term
The Plan shall become effective on December 5, 1998. No Award shall be granted
pursuant to the Plan on or after the tenth anniversary date of such date, but
Awards granted prior to such tenth anniversary may extend beyond that date to
the date(s) specified in the agreement(s) covering such Awards.
7. Awards to Non-Employee Directors
Options granted to Directors who are not Employees of the Corporation or a
Subsidiary shall be subject to the following terms:
A. The exercise price shall be not less than 85% of the Fair Market Value
of the underlying Shares of Common Stock on the date of the grant,
payable in accordance with the alternatives stated in Section 9.B.(ii)
and (iii) of the Plan;
B. The term of the options shall be not more than ten (10) years;
C. The options shall be subject to Section 14 of the Plan. Awards to
Consultants
8. Consultants shall receive Awards in accordance with the following terms:
A. No Awards of incentive stock options shall be made to Consultants.
B. Awards of non-qualified stock options to such Consultants shall be
subject to the following terms:
i. The exercise price shall be not less than 85% of the Fair Market
Value of the underlying shares of Common Stock on the date of the
grant, payable in accordance with the alternatives stated in
Sections 9.B.(ii) and (iii) of the Plan;
ii. The term of the options shall be not more than ten (10) years;
iii. The options shall be subject to Section 14 of the Plan.
-4-
9. Stock Options
A. Awards may be granted in the form of stock options. Stock options
may be incentive stock options within the meaning of Section 422
of the Code or non-qualified stock options (i.e., stock options
which are not incentive stock options).
B. Subject to Section 9.C. relating to incentive stock options,
options shall be in such form and contain such terms as the
Committee deems appropriate. While the terms of options need not
be identical, each option shall be subject to the following
terms:
i. The exercise price shall be the price set by the Committee
but may not be less than 85% of the Fair Market Value of the
underlying shares of Common Stock on the date of the grant.
ii. The exercise price shall be paid in cash (including check,
bank draft, or money order), or at the discretion of the
Committee, all or part of the purchase price may be paid by
delivery of the optionee's full recourse promissory note,
delivery of Common Stock already owned by the Participant
for at least six (6) months and valued at its Fair Market
Value, by the surrender of all or part of an Award
(including the Award being exercised), in other property,
rights and credits, deemed acceptable by the Committee, or
any combination of the foregoing methods of payment. In the
case of incentive stock options, the terms of payment shall
be determined at the time of grant.
iii. Promissory notes given as payment of the exercise price, if
permitted by the Committee, shall contain such terms as set
by the Committee which are not inconsistent with the
following: the unpaid principal shall bear interest at a
rate set from time to time by the Committee; payments of
principal and interest shall be made no less frequently than
annually; no part of the note shall be payable later than
ten (10) years from the date of purchase of the underlying
shares of Common Stock; and the optionee shall give such
security as the Committee deems necessary to ensure full
payment.
iv. The term of an option may not be greater than ten (10) years
from the date of the grant.
v. Neither a person to whom an option is granted nor such
person's legal representative, heir, legatee or distributee
shall be deemed to be the holder of, or to have any of the
rights of a holder or owner with respect to, any shares of
Common Stock subject to such option unless and until such
person has exercised the option.
C. The following special terms shall apply to grants of incentive stock
options:
i. Subject to Section 9.C.(ii) of the Plan, the exercise price of
each incentive stock option shall not be less than 100% of the
Fair Market Value of the underlying shares of Common Stock on the
date of the grant.
ii. No incentive stock option shall be granted to any Employee who
directly or indirectly owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the
Corporation, unless at the time of such grant the exercise price
of the option is at least 110% of the Fair Market Value of the
underlying shares of Common Stock subject to the option and such
option is not exercisable after the expiration of five (5) years
from the date of the grant.
-5-
iii. No incentive stock option shall be granted to a person in his
capacity as a Employee of a Subsidiary if the Corporation has
less than a 50% ownership interest in such Subsidiary.
iv. Options shall contain such other terms as may be necessary to
qualify the options granted therein as incentive stock options
pursuant to Section 422 of the Code, or any successor statute,
including that such incentive stock options shall be granted only
to Employees, that such incentive stock options are
non-transferrable, and which shall conform to all other
requirements of the Code.
10.Restricted Stock
A. Awards may be granted in the form of restricted stock.
B. Grants of restricted stock shall be awarded in exchange for
consideration in an amount determined by the Committee. The price, if
any, of such restricted stock shall be paid in cash, or at the
discretion of the Committee, all or part of the purchase price may be
paid by delivery of the Participant's full recourse promissory note,
delivery of Common Stock already owned by the Participant for at least
six (6) months and valued at its Fair Market Value, or any combination
of the foregoing methods of payment, provided no less than the par
value of the stock is paid in cash, and the Participant has rendered
no less than three (3) months prior service to the Corporation.
C. Restricted stock awards shall be subject to such restrictions as the
Committee may impose and may include, if the Committee shall so
determine, restrictions on transferability and restrictions relating
to continued employment.
D. The Committee shall have the discretion to grant to a Participant
receiving restricted shares all or any of the rights of a shareholder
while such shares continue to be subject to restrictions.
11. Performance Units and Performance Shares
A. Awards may be granted in the form of Performance Units or Performance
Shares. Awards of Performance Units and Performance Shares shall refer
to a commitment by the Corporation to make a distribution to the
Participant or to his beneficiary depending on the attainment of the
performance objective(s) and other conditions established by the
Committee and the base value of the Performance Unit or Performance
Shares, respectively, as established by the Committee.
B. Settlement of Performance Units and Performance Shares may be in cash,
in shares of Common Stock, or a combination thereof. The Committee may
designate a method of converting Performance Units into Common Stock,
including, but not limited to, a method based on the Fair Market Value
of Common Stock over a series of consecutive trading days.
-6-
C. Participants shall not be entitled to exercise any voting rights with
respect to Performance Units or Performance Shares, but the Committee
in its sole discretion may attach dividend equivalents to such Awards.
12. Stock Appreciation Rights
A. Awards may be granted in the form of stock appreciation rights. Stock
appreciation rights may be awarded in tandem with a stock option, in
addition to a stock option, or may be free-standing and unrelated to a
stock option.
B. A stock appreciation right entitles the Participant to receive from
the Corporation an amount equal to the positive difference between the
Fair Market Value of Common Stock on the date of exercise of the stock
appreciation right and the grant price or some other amount as the
Committee may determine at the time of grant (but not less than the
Fair Market Value of Common Stock on the date of grant).
C. With respect to persons subject to Section 16 of the Exchange Act, a
stock appreciation right may only be exercised during a period which
begins on the third business day following a date when the
Corporation's quarterly summary statement of sales and earnings is
released to the public and ends on the 12th business day following
such date. This Section 12.C. shall not apply if the exercise occurs
automatically on the date when a related stock option expires.
D. Settlement of stock appreciation rights may be in cash, in shares of
Common Stock, or a combination thereof, as determined by the
Committee.
13. Deferral of Awards
At the discretion of the Committee, payment of an Award, dividend equivalent, or
any portion thereof may be deferred until a time established by the Committee.
Deferrals shall be made in accordance with guidelines established by the
Committee to ensure that such deferrals comply with applicable requirements of
the Code and its regulations. Deferrals shall be initiated by the delivery of a
written, irrevocable election by the participant to the Committee or its
nominee. Such election shall be made prior to the date specified by the
Committee. The Committee may also (A) credit interest equivalents on cash
payments that are deferred and set the rates of such interest equivalents and
(B) credit dividends equivalents on deferred payments denominated in the form of
shares of Common Stock.
14. Exercise of Stock Options or Awards Upon Termination of Employment or
Services.
A. Upon cessation of service as a Non-Employee Director or Consultant,
for whatever reason, any and all stock options issuable to such
persons, but not yet granted as of the date of cessation of service,
for services rendered by the Non-Employee Director or Consultant since
the grant date immediately preceding the date of cessation of service,
shall be promptly granted and shall remain exercisable until the
expiration of the term of the option. In addition, all stock options
granted under Sections 7 and 8 and held by the Non-Employee Director
or Consultant as of the date of cessation of service may be exercised
by the Non- Employee Director or Consultant or his/her heirs or legal
-7-
representatives until the expiration of the option term. Subject to
Section 22, stock options granted to other Participants under Section
9 may permit the exercise of options upon the Participant's
termination of employment within the following periods, or such
shorter periods as determined by the Committee at the time of grant:
i. If on account of death, within twelve (12) months of such event
by the person or persons to whom the Participant's rights pass by
will or the laws of descent or distribution.
ii. If on account of retirement (as defined from time to time by
Corporation policy), stock options may be exercised within three
(3) months of such termination. iii. If on account of
resignation, options may be exercised within one (1) month of
such termination.
iv. If for cause (as defined from time to time by Corporation
policy), no unexercised option shall be exercisable to any extent
after termination.
v. If on account of the taking of a leave of absence for the purpose
of serving the government or the country in which the principal
place of employment of the Participant is located, either in a
military or a civilian capacity, or for such other purpose or
reason as the Committee may approve, a Participant shall not be
deemed during the period of any such absence alone, to have
terminated his service, except as the Committee may otherwise
expressly provide.
vi. If on account of disability, within one year following the
disability of the Participant.
vii. If for any reason other than death, retirement, resignation,
cause, or disability, options may be exercised within three (3)
months of such termination.
B. An unexercised option shall be exercisable only to the extent that
such option was exercisable on the date the Participant's employment
or service terminated. Notwithstanding the foregoing, and except as
provided in Section 14.A. above, terms relating to the exercisability
of options may be amended by the Committee before or after such
termination.
C. In no case may an unexercised option be exercised to any extent by
anyone after expiration of its term.
D. To the extent any Award other than stock options is exercisable by a
Participant, such Award shall be exercisable only until termination
(in the case of Employees only) or within the time periods specified
in A.(i) to A.(vii) above. In the case of a non-Employee Participant,
such Award will be exercisable in accordance with the terms thereof
unless the Committee has required continued service to the Corporation
or a Subsidiary as a condition to the exercise of an Award, in which
event the exercise of an Award following termination of services by a
non-Employee Participant shall be as provided for by the Committee.
-8-
15. Assignability
The rights of a Participant under the Plan shall not be assignable by such
Participant. No Participant may create a lien on any funds, securities, rights
or other property to which such Participant may have an interest under the Plan,
or which is held by the Corporation for the account of the Participant under the
Plan.
16. Adjustment of Shares Available
The Committee shall make appropriate and equitable adjustments in the shares of
Common Stock available for future Awards and the number of shares of Common
Stock covered by unexercised, unvested or unpaid Awards upon the subdivision of
the outstanding shares of Common Stock; the declaration of a dividend payable in
Common Stock; the declaration of a dividend payable in a form other than Common
Stock in an amount that has a material effect on the price of the shares of
Common Stock; the combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise) into a lesser number of shares
of Common Stock; a recapitalization; or a similar event.
17. Payment of Withholding Taxes
As a condition to receiving or exercising an Award, as the case may be, the
Participant shall pay to the Corporation or the employer Subsidiary the amount
of all applicable Federal, state, local and foreign taxes required by law to be
paid or withheld relating to receipt or exercise of the Award. Alternatively,
the Corporation may withhold shares of Common Stock with an aggregate Fair
Market Value equal to such withholding taxes, from any Award in shares of Common
Stock, to the extent the withholding is required by law. The Corporation may
also accept delivery of Common Stock already owned by the Participant for at
least six (6) months and valued at its Fair Market Value. The Corporation also
may deduct such withholding taxes from any Award paid in cash.
-9-
18. Amendments
The Board of Directors may amend the Plan at any time and from time to time,
subject to the receipt of stockholder approval where required by Rule 16b-3, by
the Code, by The Nasdaq Stock Market or other exchange regulations or by state
corporation law. Rights and obligations under any Award granted before amendment
of the Plan shall not be materially altered or impaired adversely by such
amendment, except with consent of the person to whom the Award was granted.
19. Regulatory Approvals and Listings
Notwithstanding any other provision in the Plan, the Corporation shall have no
obligation to issue or deliver certificates for shares of Common Stock under the
Plan prior to (A) obtaining approval from any governmental agency which the
Corporation determines is necessary or advisable, (B) admission of such shares
to listing on the stock exchange on which the Common Stock may be listed, and
(C) completion of any registration or other qualification of such shares under
any state or Federal law or ruling of any governmental body which the
Corporation determines to be necessary or advisable.
20. No Right to Continued Employment or Grants
Participation in the Plan shall not give any Employee any right to remain in the
employ of the Corporation or any Subsidiary. Further, the adoption of this Plan
shall not be deemed to give any Employee or other individual the right to be
selected as a Participant or to be granted an Award.
21. No Right, Title, or Interest in Corporation Assets
No Participant shall have any rights as a stockholder of the Corporation until
Participant acquires an unconditional right under an Award to have shares of
Common Stock issued to such Participant. In the case of a recipient of a stock
option, the unconditional right to have shares of Common Stock issued to such
Participant shall be defined as the date upon which the Participant has
exercised the stock option and tendered valid consideration to the Corporation
for the exercise thereof. To the extent any person acquires a right to receive
payments from the Corporation under this Plan, such rights shall be no greater
than the rights of an unsecured creditor of the Corporation.
22. Special Provision Pertaining to Persons Subject to Section 16
Notwithstanding any other item of this Plan, the following shall apply to
persons subject to Section 16 of the Exchange Act, except in the case of death
or disability or unless Section 16 shall be amended to provide otherwise than as
described below, in which event this Plan shall be amended to conform to Section
16, as amended:
A. Restricted stock or other equity securities (within the meaning used
in Rule 16b-3 of the Exchange Act or any successor rule) offered
pursuant to this Plan must be held for at least six (6) months from
the date of grant; and
-10-
B. At least six (6) months must elapse from the date of acquisition of
any stock option, Performance Unit, Performance Share, stock
appreciation right or other derivative security (within the meaning
used in Rule 16b-3 of the Exchange Act or any successor rule) issued
pursuant to the Plan to the date of disposition of such derivative
security (other than upon exercise or conversion) or its underlying
equity security.
23. Indemnification
In addition to such other rights of indemnification as they may have as
Directors, the members of the Board of Directors or the Committee administering
the Plan shall be indemnified by the Corporation against reasonable expenses,
including attorneys' fees, actually and necessarily incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal
therein, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any Award
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by legal counsel selected by the
Corporation) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding, except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such member is liable for
negligence or misconduct in the performance of his duties; provided that within
60 days after institution of any such action, suit or proceeding, the member
shall in writing offer the Corporation the opportunity, at its own expense, to
handle and defend the same.
24. Merger, Reorganization, Exchange or Sale of Assets
In the event the Company enters into an agreement providing for the merger of
the Company into another corporation, an exchange of shares with another
corporation, the reorganization of the Company or the sale of substantially all
of the Company's assets, any unvested Awards shall become immediately vested and
exercisable as of the date of such merger agreement, exchange agreement,
reorganization or sale agreement. Upon consummation of the merger, exchange,
reorganization or sale of assets, each vested stock option, Performance Unit,
Performance Share and stock appreciation right shall either be assumed by the
successor corporation or, if not so assumed, the successor corporation shall
substitute a vested stock option, Performance Unit, Performance Share or stock
appreciation right for each outstanding vested stock option, Performance Unit,
Performance Share and stock appreciation right on substantially identical terms
to the terms of outstanding Awards in this form.
25. Governing Law
The Plan shall be governed by and construed in accordance with the laws of the
State of Colorado.
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PROCYON CORPORATION
Annual Meeting of Shareholders to be held on December 5, 1998
KNOW ALL MEN BY THESE PRESENTS: that the undersigned shareholder of Procyon
Corporation (the "Company") hereby constitutes and appoints John C. Anderson and
Chester L. Wallack, or either of them, as attorneys and proxies, each with the
power to appoint his substitute, and hereby authorizes them to represent and
vote, as designated below, all of the shares of Common Stock or Preferred Stock
of the Company which the undersigned is entitled to vote at the Annual Meeting
of Shareholders of the Company to be held December 5, 1998, and at any and all
adjournments thereof with respect to the matters set forth below and described
in the Notice of Annual Meeting of Shareholders and Proxy Statement dated
November 17, 1998, receipt of which is acknowledged.
1. To consider and act upon a proposal to elect Messrs. John C.
Anderson, Chester L. Wallack, Fred W. Suggs, Jr., Alan B. Crane and
Richard T. Thompson as directors to hold office for one-year terms
or until their successors are elected and qualified.
|_| FOR ELECTION OF ALL NOMINEES (except as shown below)
|_| WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES
Instruction: To withhold authority to vote for any individual nominee,
strike through the nominee's name below.
John C. Anderson
Chester L. Wallack
Fred W. Suggs, Jr.
Alan B. Crane
Richard T. Thompson
2. To consider and act upon a proposal to approve a comprehensive stock
option plan.
|_| FOR APPROVAL
|_| AGAINST APPROVAL
|_| ABSTAIN
3. To ratify the appointment of Giunta, Ferlita & Walsh, P.A. as
independent auditors of the Company.
|_| FOR RATIFICATION
|_| AGAINST RATIFICATION
|_| ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting or any and
all adjournments thereof.
|_| AUTHORIZED TO VOTE
|_| ABSTAIN
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). IF NO INDICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE NOMINEES LISTED AND FOR PROPOSALS 2 AND 3 AND THE PROXY HOLDERS
WILL VOTE ON ANY PROPOSAL UNDER 4 IN THEIR DISCRETION AND IN THEIR BEST
JUDGMENT.
Please mark, date, and sign exactly as your name appears on your stock
certificate. When shares are held by joint tenants, both should sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
Dated:
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Signature
[Mailing Label]
Dated:
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Signature if held jointly