SCHEDULE 14A
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-12
E-STAMP CORPORATION
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
_________________________________________________________
(Name of Persons(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
NA
---------
(2) Aggregate number of securities to which transaction applies:
NA
---------
(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.
NA
---------
(4) Proposed maximum aggregate value of transaction:
NA
---------
(5) Total fee paid:
NA
---------
[ ] 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:
NA
---------
(2) Form, Schedule or Registration Statement No:
NA
---------
(3) Filing Party:
NA
---------
(4) Date Filed
NA
---------
2
E-STAMP CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Friday, May 12, 2000
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of E-Stamp
Corporation, a Delaware corporation (the "Company"), will be held on Friday,
May 12, 2000, at 2:30 p.m. local time, at the Hyatt Rickeys, 4219 El Camino
Real, Palo Alto, California 94306, for the following purposes as more fully
described in the Proxy Statement accompanying this Notice:
1. To elect three Class I directors to serve for a term of three years
and until their successors are duly elected and qualified;
2. To ratify the appointment of Ernst & Young LLP as independent
auditors of the Company for the fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before the
meeting or at any and all continuation(s) or adjournment(s) thereof.
Only stockholders of record at the close of business on March 27, 2000, are
entitled to receive notice of, to attend and to vote at the Annual Meeting and
any adjournment thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the meeting, you are urged to
mark, sign, date and return the enclosed Proxy Card as promptly as possible in
the postage-prepaid envelope enclosed for that purpose. Stockholders attending
the meeting may vote in person even if they have returned a Proxy.
For the Board of Directors,
/s/ Robert H. Ewald
Robert H. Ewald
President, Chief Executive Officer
and Director
Redwood City, California
April 18, 2000
E-STAMP CORPORATION
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
General
The enclosed Proxy is solicited on behalf of the Board of Directors of E-
Stamp Corporation, a Delaware corporation (the "Company"), for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held on Friday, May
12, 2000, at 2:30 p.m., local time, or at any and all continuation(s) or
adjournment(s) thereof, for the purposes set forth in this Proxy Statement and
in the accompanying Notice of Annual Meeting of Stockholders. The Annual
Meeting will be held at the Hyatt Rickeys, 4219 El Camino Real, Palo Alto,
California 94306. The telephone number at that location is (650) 493-8000. The
Company's headquarters are located at 850 Saginaw Drive, 2nd Floor, Redwood
City, California 94061 and the telephone number is (650) 474-5800.
These proxy solicitation materials were mailed on or about April 18, 2000 to
all Stockholders entitled to vote at the Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
Purposes of the Annual Meeting
The purposes of the Annual Meeting are: (i) to elect three Class I directors
to serve for a term of three years and until their successors are duly elected
and qualified; (ii) to ratify the appointment of Ernst & Young LLP as
independent auditors of the Company for the fiscal year ending December 31,
2000; and (iii) to transact such other business as may properly come before the
meeting or at any and all continuation(s) or adjournment(s) thereof.
Record Date and Outstanding Shares
Stockholders of record at the close of business on March 27, 2000 (the
"Record Date") are entitled to receive notice of and to vote at the Annual
Meeting. On the Record Date, 39,159,547 shares of the Company's Common Stock,
$0.001 par value, were issued and outstanding. For information regarding
security ownership by management and 5% Stockholders, see "OTHER INFORMATION--
Security Ownership."
Revocability of Proxies
Proxies given pursuant to this solicitation may be revoked at any time
before they have been used. Revocation will occur by delivering a written
notice of revocation to the Secretary of the Company or by duly executing a
proxy bearing a later date. Revocation will also occur if the individual
attends the Annual Meeting and votes in person. However, attending the Annual
Meeting in and of itself will not constitute a revocation of proxy.
Voting and Solicitation
Each share of the Company's Common Stock outstanding on the Record Date will
be entitled to one vote on all matters. The three candidates for election as
directors at the Annual Meeting who receive the highest number of affirmative
votes of the shares of the Company's Common Stock present or represented at the
Annual Meeting will be elected. The ratification of the appointment of Ernst &
Young LLP as independent auditors for the fiscal year ending December 31, 2000
will require the affirmative vote of a majority of the shares of the Company's
Common Stock present or represented at the Annual Meeting.
1
Shares of Common Stock represented by properly executed proxies will, unless
such proxies have been previously revoked, be voted in accordance with the
instructions indicated thereon. In the absence of specific instructions,
properly executed proxies will be voted: (i) FOR the election of each of the
Company's director nominees; and (ii) FOR ratification of the appointment of
Ernst & Young LLP as the Company's independent auditors for the fiscal year
ending December 31, 2000. No business other than that set forth in the
accompanying Notice of Annual Meeting of Stockholders is expected to come
before the Annual Meeting. Should any other matter requiring a vote of
stockholders properly arise, the persons named in the enclosed form of proxy
will vote such proxy as the Board of Directors may recommend.
The cost of this solicitation will be borne by the Company. The Company may
reimburse expenses incurred by brokerage firms and other persons representing
beneficial owners of shares in forwarding solicitation material to such
beneficial owners. Proxies may also be solicited by certain of the Company's
directors, officers and regular employees, without additional compensation
other than reimbursement of expenses, personally, by telephone or by telefax.
Quorum; Abstentions; Broker Non-Votes
The required quorum for the transaction of business at the Annual Meeting is
a majority of the shares of Common Stock outstanding on the Record Date. Shares
that are voted "FOR" or "AGAINST" a matter are treated as being present at the
Annual Meeting for purposes of establishing a quorum and are also treated as
shares "represented and voting" at the Annual Meeting (the "Votes Cast") with
respect to such matter.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker non-vote are counted as present and entitled to vote and are,
therefore, included for purposes of determining whether a quorum of shares is
present at a meeting; however, such votes are not deemed to be Votes Cast. As a
result, abstentions and broker non-votes are not included in the tabulation of
the voting results on the election of directors or issues requiring approval of
a majority of the Votes Cast and, therefore, do not have the effect of votes in
opposition in such tabulations. A broker non-vote occurs when a nominee holding
shares for a beneficial owner does not vote on a particular proposal because
the nominee does not have discretionary voting power with respect to that item
and has not received instructions from the beneficial owner.
Deadline for Receipt of Stockholder Proposal
Proposals of the Company's stockholders that are intended to be presented by
such stockholders at the Company's next Annual Meeting of Stockholders must be
received by the Company at its principal executive offices, no later than
December 19, 2000 in order to be considered for possible inclusion in the Proxy
Statement and form of Proxy relating to such meeting.
If a stockholder intends to submit a proposal at the next Annual Meeting of
Stockholders, which is not eligible for inclusion in the proxy statement and
form of proxy relating to such meeting, the stockholder must do so no later
than February 17, 2001. If such a stockholder fails to comply with the
foregoing notice provision, the Company's proxy holders will be allowed to use
their discretionary voting authority when the proposal is raised at the next
Annual Meeting of Stockholders without any mention of the specific proposal in
the proxy statement and form of proxy relating to such meeting.
2
PROPOSAL NO. 1
ELECTION OF DIRECTORS
General
The Company's Board of Directors is currently comprised of nine members,
divided into three classes with overlapping three-year terms. As a result, a
portion of the Company's Board of Directors will be elected each year. Messrs.
Ewald, Rosch and Cresci have been designated Class I directors, and their terms
expire at this Annual Meeting of Stockholders. Messrs. Gumucio, Wagner and
Gramaglia have been designated Class II directors, and their terms expire at
the 2001 Annual Meeting of Stockholders. Messrs. Leitner and Balen and Ms.
Saeger have been designated as Class III directors, and their terms expire at
the 2002 Annual Meeting of Stockholders.
Any additional directorships resulting from an increase in the number of
directors will be distributed among the three classes so that, as nearly as
possible, each class will consist of an equal number of directors.
Unless otherwise instructed, the proxy holders will vote the proxies
received by them for the Company's three nominees named below, all of whom are
currently directors of the Company. In the event that any nominee of the
Company is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy. It is not expected that any
nominee will be unable or will decline to serve as a director. The term of
office of each person elected as a director will continue until the 2003 Annual
Meeting of Stockholders or until his or her successor has been duly elected and
qualified or until his or her earlier death, resignation or removal.
Directors and Nominees for Director
Information Regarding Nominee Directors
Three Class I directors are to be elected at the Annual Meeting for a three-
year term ending in 2003. The Board of Directors has nominated ROBERT H. EWALD,
THOMAS L. ROSCH and ROBERT J. CRESCI for re-election as Class I directors. The
following sets forth information concerning the nominees for Class I directors,
including information as to each nominee's age as of the Record Date, position
with the Company and business experience.
Name of Nominee Age Position
--------------- --- --------
Robert H. Ewald............. 52 President, Chief Executive Officer and Director
Thomas L. Rosch............. 37 Director
Robert J. Cresci............ 56 Director
Robert H. Ewald has been our President and Chief Executive Officer since
February 1999 and has been a Director since January 1999. From July 1996 to
July 1998, Mr. Ewald held various executive positions at Silicon Graphics,
Inc., a manufacturer of computer workstations, servers and supercomputers, most
recently as Executive Vice President and Chief Operating Officer. From August
1984 to June 1996, Mr. Ewald held various management and executive positions
with Cray Research, Inc., a manufacturer of high performance computers,
including President and Chief Operating Officer. Before joining Cray Research,
Inc., Mr. Ewald led the Computing and Communications Division of the Los Alamos
National Laboratory and was responsible for providing computing and
communications services to government customers nationwide between 1980 and
1984. Mr. Ewald is currently a director of Ceridian, Inc., an information
technology services company, and a member of the President's Information
Technology Advisory Committee chartered by the White House. Mr. Ewald received
his B.S. in civil engineering from the University of Nevada and his M.S. in
civil engineering from the University of Colorado.
3
Thomas L. Rosch has served on the Board of Directors since September 1997.
Mr. Rosch joined InterWest Partners in January 2000 where he is currently
general partner and managing director. InterWest Partners is a Silicon Valley-
based venture capital firm that invests in information technology and health
care companies. Previously, Mr. Rosch was a partner at AT&T Ventures from
December 1996 to January 2000. AT&T Ventures is an independent venture capital
fund that invests in information technology companies. Prior to AT&T Ventures,
Mr. Rosch served as a senior member of The Boston Consulting Group from
November 1989 to November 1996. Mr. Rosch currently serves on the board of
directors of Veridicom, Inc. and Signio. Mr. Rosch received his A.B. in
government and philosophy from Harvard University and J.D./M.B.A. from Stanford
University.
Robert J. Cresci has served on the Board of Directors since October 1999.
Since 1990, Mr. Cresci has served as a Managing Director of Pecks Management
Partners Ltd., which specializes in managing portfolios of public and private
convertible securities for institutional clients. Mr. Cresci is a graduate of
the United States Military Academy at West Point and received an MBA from
Columbia University.
Required Vote
The three nominees receiving the highest number of affirmative votes of the
shares present or represented and entitled to be voted for them shall be
elected as directors. Votes withheld from any director are counted for purposes
of determining the presence or absence of a quorum for the transaction of
business, but have no other legal effect in the election of directors under
Delaware law.
Recommendation of the Board of Directors
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" EACH OF THE NOMINEES LISTED ABOVE.
Incumbent Directors Whose Terms of Office Continue After the Annual Meeting
The following sets forth information concerning the directors whose terms of
office continue after the Annual Meeting, including information as to each
director's age as of the Record Date, position with the Company and business
experience.
Name of Nominee Age Position
--------------- --- --------
Marcelo A. Gumucio................................. 62 Chairman of the Board
John V. Balen...................................... 39 Director
Michael Leitner.................................... 34 Director
Adam Wagner........................................ 41 Director
Rebecca Saeger..................................... 44 Director
Jerry Gramaglia.................................... 44 Director
Marcelo A. Gumucio has served as Chairman of the Board since November 1998.
Mr. Gumucio is Managing Partner of Gumucio, Burke and Associates, a private
investment firm which he co-founded in 1992. From April 1996 to July 1997, Mr.
Gumucio was Chief Executive Officer of Micro Focus PLC, an enterprise software
provider. He also served as a member of the Micro Focus' board of directors
from January 1996. Before joining Micro Focus, Mr. Gumucio was President and
Chief Executive Officer of Memorex Telex NV between 1992 and 1996. Mr. Gumucio
currently serves on the board of directors of BidCom, Inc., Digital Island and
Burr Brown Corporation and serves as chairman of the boards of WebSentric and
NetFreight. Mr. Gumucio received his B.S. in mathematics from the University of
San Francisco and M.S. in applied mathematics and operations research from the
University of Idaho. Mr. Gumucio is also a graduate of the Harvard Business
School Advanced Management Program.
4
John V. Balen has served on the Board of Directors since July 1998. Mr.
Balen joined Canaan Partners, a national venture capital investment firm, in
September 1995 where he is currently a general partner. From June 1985 to June
1995, Mr. Balen served as Managing Director of Horsley Bridge Partners, a
private equity investment management firm. Mr. Balen currently serves on the
board of directors of Intraware and Commerce One. Mr. Balen received his B.S.
in electrical engineering and M.B.A. from Cornell University.
Michael Leitner has served on the Board of Directors since January 2000.
Mr. Leitner is a Director of Corporate Development for Microsoft Corporation,
a manufacturer of software products, and has held this position since July
1998. From August 1994 to March 1998, Mr. Leitner served as a Vice President
in the Technology Mergers and Acquisitions Group of Merrill Lynch, an
investment bank. Mr. Leitner currently serves on the board of directors of
divine interVentures, Inc. Mr. Leitner received his B.A. in economics from the
University of California, Los Angeles and M.B.A. from the University of
Michigan.
Adam Wagner has served on the Board of Directors since November 1996. Mr.
Wagner is the founder in principal of Neo Ventures, LLC, a privately held
investment firm, since its formation in September 1999. From June 1992 until
September 1999, Mr. Wagner served as Vice President, Investments at Wagner &
Brown, Ltd., a closely-held oil and gas investment company. Mr. Wagner
currently serves on the board of directors of PFS Thermoplastics, Inc.,
SeaSound, LLC and iSong.com, inc. Mr. Wagner received his B.S. in geology from
the University of Oklahoma and M.B.A. from the University of Southern
California.
Rebecca Saeger has served on the Board of Directors since September 1999.
Since June 1997, Ms. Saeger has served as Executive Vice President of Brand
Marketing for VISA U.S.A., a provider of payment products and services. From
June 1991 to May 1997, Ms. Saeger served in various positions at Foote, Cone &
Belding San Francisco, an advertising agency, including Senior Vice President,
Group Management Supervisor and Director of Account Management. From June 1980
to April 1991, Ms. Saeger worked at Ogilvy and Mather New York, an advertising
agency, where she held a variety of positions, including, Senior Vice
President, Group Director. Ms. Saeger received her B.A. from Muhlenberg
College and M.B.A. from the Wharton School of Business, University of
Pennsylvania.
Jerry Gramaglia has served on the Board of Directors since October 1999.
Mr. Gramaglia is the Chief Marketing Officer of E*Trade Group, Inc., a
financial services company, and has held this position since June 1998. From
March 1997 to June 1998, Mr. Gramaglia served as Vice President, Marketing of
the Consumer division of Sprint Corporation, a telecommunications company.
From November 1994 to January 1997, Mr. Gramaglia was Chief Marketing Officer
of Taco Bell Corp., a subsidiary of PepsiCo, a manufacturer of beverage
products. Mr. Gramaglia received his B.A. from Denison University.
There are no family relationships among any of the directors, officers or
key employees of the Company.
Board of Directors Meetings & Committees
The Board of Directors of the Company held a total of ten (10) meetings and
acted by unanimous written consent three (3) times during the year ended
December 31, 1999. All director nominees and incumbent directors who served as
a director during the year ended December 31, 1999 attended no less than 75%
of the aggregate of all meetings of the Board of Directors and any committees
of the Board on which such director served, if any, during the year ended
December 31, 1999. The Board of Directors established an Audit Committee and
Compensation Committee in July 1998, but has not established a nominating
committee or a committee performing the functions of a nominating committee.
The Audit Committee, which currently consists of John V. Balen, Adam Wagner
and Robert J. Cresci, met four (4) times during the year ended December 31,
1999. The Audit Committee meets with the Company's independent auditors to
review the adequacy of the Company's internal control systems and financial
reporting procedures, reviews the general scope of the Company's annual audit
and reviews and monitors the services provided by the Company's independent
auditors.
5
The Compensation Committee, which currently consists of Thomas L. Rosch,
Rebecca Saeger and Jerry Gramaglia, met four (4) times and acted by unanimous
written consent five (5) times during the year ended December 31, 1999. The
Compensation Committee sets the level of compensation of executive officers and
advises management with respect to compensation levels for key employees. The
Compensation Committee administers the Company's Stock Option Plans and
Employee Stock Purchase Plan.
Director Compensation
Except for our Chairman of the Board, we do not currently compensate our
directors in cash for their service as members of the Board of Directors,
although we reimburse our directors for expenses in connection with attendance
at Board of Director meetings. We currently pay Marcelo Gumucio $10,000 per
month for his service as Chairman of the Board. Under our stock option plan,
directors are eligible to receive stock option grants at the discretion of the
Board of Directors or other administrator of the plan. During the year ended
December 31, 1999, the Board of Directors granted options to purchase an
aggregate of 50,000 shares to Rebecca Saeger at an exercise price per share of
$8.60, granted options to purchase an aggregate of 40,000 shares to Jerry
Gramaglia at an exercise price per share of $18.9375 and granted Marcelo
Gumucio a stock bonus of 62,500 shares.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors
and 10% stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on its review of the
copies of such forms received by it, the Company believes that, during the
fiscal year ended December 31, 1999, all Section 16(a) filing requirements
applicable to its officers, directors and 10% stockholders were satisfied,
except that the Forms 3 for Rebecca Saeger, Robert J. Cresci and Michael
Leitner were filed late.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP, independent
auditors, to audit the consolidated financial statements of the Company for the
fiscal year ending December 31, 2000 and seeks ratification of such
appointment. In the event of a negative vote on such ratification, the Board of
Directors will reconsider its appointment.
Representatives of Ernst & Young LLP are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and are expected to be available to respond to appropriate questions.
Required Vote
The affirmative vote of the holders of a majority of the shares or the
Company's Common Stock present or represented at the Annual Meeting is required
to ratify the appointment of Ernst & Young LLP as the Company's independent
auditors for the fiscal year ending December 31, 2000.
Recommendation of the Board of Directors
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
6
OTHER INFORMATION
Security Ownership
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the Record Date by (i) each
director of the Company, (ii) the Company's Chief Executive Officer and each of
the four other most highly compensated executive officers of the Company during
the year ended December 31, 1999, (iii) all directors and executive officers of
the Company as a group, and (iv) all those known by the Company to be
beneficial owners of more than five percent of outstanding shares of the
Company's Common Stock. This table is based on information provided to the
Company or filed with the Securities and Exchange Commission by the Company's
directors, executive officers and principal stockholders. Unless otherwise
indicated in the footnotes below, and subject to community property laws where
applicable, each of the named persons have sole voting and investment power
with respect to the shares shown as beneficially owned.
Unless otherwise indicated, the address for each stockholder listed in the
following table is c/o E-Stamp Corporation, 850 Saginaw Drive, 2nd Floor,
Redwood City, California 94061. Applicable percentage ownership in the
following table is based on 39,159,547 shares of Common Stock outstanding as of
the Record Date.
Percentage
Number of of Shares
Name of Person or Entity Shares(1) Outstanding
------------------------ ---------- -----------
SSS No. Two Limited(1)................................. 3,151,324 8.1%
Entities affiliated with AT&T Ventures(2).............. 2,162,764 5.5%
Microsoft Corporation(3)............................... 2,026,226 5.2%
Directors and Executive Officers:
Robert H. Ewald(4)..................................... 1,656,250 4.2%
Anthony H. Lewis, Jr.(5)............................... 375,000 *
Martin Pagel(6)........................................ 232,448 *
Nicole Eagan(7)........................................ 344,880 *
Thomas J. Reinemer(8).................................. 331,771 *
Rick D. Prime.......................................... 73,228 *
Sunir Kapoor........................................... 342,506 *
Marcelo A. Gumucio(9).................................. 435,587 1.1%
John V. Balen(10)...................................... 1,497,877 3.8%
Thomas L. Rosch........................................ 0 *
Michael Leitner(11).................................... 2,030,226 5.2%
Adam Wagner(12)........................................ 1,828,020 4.7%
Rebecca Saeger(13)..................................... 8,333 *
Robert J. Cresci(14)................................... 727,448 1.9%
Jerry Gramaglia(15).................................... 5,833 *
All directors and executive officers as a group (16
persons)(16).......................................... 10,076,907 25.7%
- --------
* Less than 1% of the outstanding shares of common stock.
(1) The address for SSS No. Two Limited is Citibank Building, Thompson
Boulevard, Nassau, Bahamas.
(2) The aggregated shares listed for entities affiliated with AT&T Ventures
are owned as follows: 1,946,488 shares are beneficially owned by AT&T
Venture Fund II, L.P. and 216,276 shares are beneficially owned by Venture
Fund I, L.P. The address for AT&T Ventures is 295 N. Maple Avenue, Room
3354A2, Basking Ridge, New Jersey 07920.
(3) The address for Microsoft Corporation is One Microsoft Way, Redmond,
Washington 98502.
7
(4) At April 7, 2000, 601,563 shares held by Mr. Ewald were vested, and
1,054,687 were unvested and subject to a right of repurchase in favor of
us, which right lapses over time.
(5) At April 7, 2000, 375,000 shares held by Mr. Lewis were unvested and
subject to a right of repurchase in favor of us, which right lapses over
time.
(6) At April 7, 2000, 175,077 shares held by Mr. Pagel were vested, and 50,247
shares were unvested and subject to a right of repurchase in favor of us,
which right lapses over time. Includes 38,933 shares issuable upon
exercise of options held by Mr. Pagel within 60 days of April 7, 2000,
31,810 of which would be subject to a right of repurchase in favor of us,
which right lapses over time.
(7) At April 7, 2000, 248,502 shares held by Ms. Eagan were vested, and 84,190
shares were unvested and subject to a right of repurchase in favor of us,
which right lapses over time. Includes 125,000 shares issuable upon
exercise of options held by Ms. Eagan within 60 days of April 7, 2000,
112,812 of which would be subject to a right of repurchase in favor of us,
which right lapses over time.
(8) At April 7, 2000, 230,782 held by Mr. Reinemer were vested, and 76,137
shares were unvested and subject to a right of repurchase in favor of us,
which right lapses over time. Includes 44,062 shares issuable upon
exercise of options held by Mr. Reinemer within 60 days of April 7, 2000,
41,875 of which would be subject to a right of repurchase in favor of us,
which right lapses over time.
(9) At April 7, 2000, 179,091 shares held by Mr. Gumucio were vested and
256,496 shares were unvested and subject to a right of repurchase in favor
of us, which right lapses over time. Includes 62,500 shares issuable upon
exercise of options held by Mr. Gumucio within 60 days of April 7, 2000,
all of which would be subject to a right of repurchase in favor of us,
which right lapses over time.
(10) The shares are beneficially owned by Canaan Equity, L.P. Mr. Balen is a
principal of Canaan Partners. Mr. Balen disclaims beneficial ownership of
these shares.
(11) Includes 2,026,226 shares beneficially owned by Microsoft Corporation. Mr.
Leitner is Director, Corporate Development at Microsoft Corporation. Mr.
Leitner disclaims beneficial ownership of these shares.
(12) Includes 250,000 shares of common stock held by Wagner & Brown, Ltd, Mr.
Wagner's former employer. Mr. Wagner has disclaimed beneficial ownership
of these shares. Includes 62,500 shares of common stock held by Wagner
Family Partnership VI, of which Mr. Wagner is a partner. Mr. Wagner has a
12.5% beneficial ownership of these shares. Includes 200,000 shares of
common stock held in escrow and for which Mr. Wagner is an escrow agent.
Wagner & Brown, Ltd. claims beneficial ownership of 38,280 shares and
Wagner Family Partnership VI claims beneficial ownership of 9,560 shares.
Includes 1,308,750 shares of common stock, held by Unified Holdings,
L.L.C. Mr. Wagner is a managing member of Unified Holdings, L.L.C. Wagner
& Brown, Ltd. claims beneficial ownership of 163,594 shares and Wagner
Family Partnership VI claims beneficial ownership of 56,276 shares.
Includes 3,385 shares of common stock held by Wagner & Brown, Ltd. and
3,385 shares of common stock held by Wagner Family Partnership VI.
(13) Represents 8,333 shares issuable upon exercise of options held by Ms.
Saeger within 60 days of April 7, 2000.
(14) Includes 96,968 shares of common stock held by the Declaration of Trust
for Defined Benefit Plans of Zeneca Holdings Inc., 145,490 shares of
common stock held by the Declaration of Trust for Defined Benefit Plans of
ICI American Holdings Inc. and 484,990 shares held by the Delaware State
Employees' Retirement Fund. Such funds are managed by Pecks Management
Partners Ltd., of which Mr. Cresci is a Managing Director. Mr. Cresci
disclaims beneficial ownership of these shares.
(15) Represents 5,833 shares issuable upon exercise of options held by Mr.
Gramaglia within 60 days of April 7, 2000.
(16) Includes 278,158 shares issued under the 1999 Stock Plan and 1996 Stock
Option and Restricted Stock Plan which were vested and 2,744,465 shares
which were unvested at April 7, 2000 and subject to a right of repurchase
in favor of us, which right lapses over time. Includes 220,034 shares
issuable upon exercise of options within 60 days of April 7, 2000, 188,682
of which would be subject to a right of repurchase in favor of us, which
right lapses over time.
8
Related Party Transactions
Since the beginning of our last fiscal year, there has not been, nor is
there currently proposed, any transaction or series of similar transactions to
which we were or are to be a party in which the amount involved exceeds $60,000
and in which any director, executive officer or holder of more than 5% of our
common stock had or will have a direct or indirect interest other than
compensation arrangements, which are described in the section entitled
"Executive Compensation" in this Proxy Statement and the transactions described
below.
Equity Investment Transactions for Cash
In August 1999, we sold 2,928,521 shares of Series C preferred stock for
$10.31 per share. Each share of preferred stock automatically converted into
shares of our common stock on a 1.25-for-1 basis upon the closing of our
initial public offering. Listed below are the current directors, executive
officers and stockholders who beneficially own more than 5% of our securities
who participated in our Series C preferred stock financing.
Aggregate
Series C Cash
Name Preferred Consideration
---- --------- -------------
Microsoft Corporation................................... 109,231 $1,126,172
Entities affiliated with AT&T Ventures(1)............... 218,462 2,252,343
Canaan Equity, L.P...................................... 113,476 1,169,938
John V. Balen(2)........................................ 113,476 1,169,938
Robert Cresci(3)........................................ 581,959 5,999,997
Michael Leitner(4)...................................... 109,231 1,126,172
Adam Wagner(5).......................................... 5,416 55,839
Martin Pagel............................................ 2,166 22,332
- --------
(1) Includes 196,616 shares of Series C preferred stock held by AT&T Venture
Fund II, L.P. and 21,846 shares of Series C preferred stock held by Venture
Fund I, L.P.
(2) Includes 151,302 shares of Series C preferred stock held by Canaan Equity,
L.P. Mr. Balen disclaims beneficial ownership of these shares.
(3) Includes 77,575 shares of Series C preferred stock held by the Declaration
of Trust for Defined Benefit Plans of Zeneca Holdings Inc. (Nominee:
Fuelship & Co.), 116,392 shares of Series C preferred stock held by the
Declaration of Trust for Defined Benefit Plans of ICI American Holdings
Inc. (Nominee: Northam & Co.) and 387,992 shares of Series C preferred
stock held by the Delaware State Employees' Retirement Fund (Nominee: Nap &
Co.). Such funds are managed by Pecks Management Partners Ltd., of which
Mr. Cresci is a managing director. Mr. Cresci disclaims beneficial
ownership of these shares.
(4) Includes 109,231 shares of Series C preferred stock held by Microsoft
Corporation. Mr. Leitner disclaims beneficial ownership of these shares.
(5) Includes 2,708 shares of Series C preferred stock held by Wagner & Brown,
Ltd., Mr. Wagner's former employer, and 2,708 shares of Series C preferred
stock held by Wagner Family Partnership VI, of which Mr. Wagner is a
partner.
Sales of Equity Securities to Executive Officers
On May 30, 1999, we sold 1,531,250 shares of common stock at a price of
$0.72 per share to Robert H. Ewald. We have the right to repurchase such shares
in the event Mr. Ewald's services to us terminate, which right lapses
progressively over four years after the date of grant. Mr. Ewald paid for such
shares with a full-recourse, five-year $1,102,500 promissory note, secured by
the purchased shares. The note bears interest at a rate of 6% per annum.
On June 12, 1998, we sold an aggregate of 332,692 shares of common stock at
a price of $0.20 per share for 32,031 shares and $0.40 per share for 300,661
shares to Nicole Eagan. We have the right to repurchase
9
such shares in the event Ms. Eagan's services to us terminate, which right
lapses progressively over four years after the date of grant. Ms. Eagan paid
for such shares with a full-recourse, five-year $126,671 promissory note,
secured by the purchased shares. The note bears interest at a rate of 6% per
annum.
On June 12, 1998, we sold an aggregate of 225,325 shares of common stock at
a price of $0.20 per share for 32,031 shares and $0.40 per share for 193,294
shares to Martin Pagel. We have the right to repurchase such shares in the
event Mr. Pagel's services to us terminate, which right lapses progressively
over four years after the date of grant. Mr. Pagel paid for such shares with a
full-recourse, five-year $83,724 promissory note, secured by the purchased
shares. The note bears interest at a rate of 6% per annum.
On June 12, 1998, we sold an aggregate of 306,920 shares of common stock at
a price of $0.20 per share for 32,031 shares and $0.40 per share for 274,889
shares to Thomas J. Reinemer. We have the right to repurchase such shares in
the event Mr. Reinemer's services to us terminate, which right lapses
progressively over four years after the date of grant. Mr. Reinemer paid for
such shares with a full-recourse, five-year $116,362 promissory note, secured
by the purchased shares. The note bears interest at a rate of 6% per annum.
On June 28, 1999, we sold 187,500 shares of common stock at a price of $1.20
per share to Edward F. Malysz. We have the right to repurchase such shares in
the event Mr. Malysz's services to us terminate, which right lapses
progressively over four years after the date of grant. Mr. Malysz paid for such
shares with a full-recourse, five-year $225,000 promissory note, secured by the
purchased shares. The note bears interest at a rate of 6% per annum.
On July 31, 1999, we sold 375,000 shares of common stock at a price of $1.20
per share to Anthony H. Lewis, Jr. We have the right to repurchase such shares
in the event Mr. Lewis' services to us terminate, which right lapses
progressively over four years after the date of grant. Mr. Lewis paid for such
shares with a full-recourse, five-year $450,000 promissory note, secured by the
purchased shares. The note bears interest at a rate of 6% per annum.
On August 18, 1999, we granted Mr. Ewald a stock bonus of 125,000 shares of
common stock. On January 14, 2000, we loaned Mr. Ewald approximately $410,000
for the purpose of satisfying his income tax liability associated with this
stock bonus. This loan bears interest at a rate of 5.88% per annum and is
forgivable over 2 years from the date of the stock bonus based on Mr. Ewald
remaining our employee throughout such period.
On August 18, 1999, we granted Marcelo Gumucio a stock bonus of 62,500
shares of common stock. On December 23, 1999, we loaned Mr. Gumucio
approximately $150,000 for the purpose of satisfying his income tax liability
associated with this stock bonus. This loan bears interest at a rate of 5.74%
per annum and is forgivable over 2 years from the date of the stock bonus based
on Mr. Gumucio's continuing service as a director throughout such period.
Other Transactions
We have entered into indemnification agreements with each of our executive
officers and directors.
We have granted options to our executive officers and some of our directors.
Holders of the common stock issued upon conversion of our preferred stock
are entitled to those shares.
We believe that all related party transactions described above were on terms
no less favorable than could have been obtained from unrelated third parties.
10
Executive Compensation
Summary Compensation Table
The table below summarizes the compensation earned for services rendered to
us in all capacities for the fiscal years ended December 31, 1999 and December
31, 1998 by our former chief executive officer, our current chief executive
officer and our next four most highly compensated executive officers who earned
more than $100,000 during the fiscal year ended December 31, 1999. These
executives are referred to as the Named Executive Officers elsewhere in this
Proxy Statement.
Long-Term
Compensation
Awards
------------
Annual
Compensation
------------------
Securities
Underlying
Options
Name and Principle (# of All Other
Position Year Salary($) Bonus($) Shares) Compensation(1)
------------------ ---- --------- -------- ------------ ---------------
Robert H. Ewald........... 1999 $227,169 $125,000 1,656,250 $2,084
President and Chief 1998
Executive Officer(2) -- -- -- --
Sunir Kapoor.............. 1999 43,160 63,500 -- --
Former Chief Executive 1998 153,042 63,500 370,263 --
Officer and President(3)
Nicole Eagan.............. 1999 172,819 82,268 62,500 1,448
Vice President, Marketing 1998 128,750 28,000 35,000 --
Martin Pagel.............. 1999 160,305 65,954 -- --
Chief Technical Officer 1998 128,750 25,000 18,994 --
Thomas J. Reinemer........ 1999 160,342 79,072 -- 2,860
Vice President, 1998 128,750 28,000 35,000 --
International(4)
Rick D. Prime............. 1999 167,500 -- -- 2,025
Former Vice President, 1998 128,750 -- 12,500 --
Finance(5)
- --------
(1) Represents E-Stamp's contributions to our 401(k) plan in 1999 on behalf of
the Named Executive Officers.
(2) Mr. Ewald joined E-Stamp as our Chief Executive Officer and President in
February 1999.
(3) Mr. Kapoor served as Chief Executive Officer and President of E-Stamp from
February 1996 until February 1999.
(4) Mr. Reinemer served as Vice President, Operations from August 1996 until
March 1999.
(5) Mr. Prime served as Vice President, Finance from October 1997 until July
1999.
Option Grants in the Last Fiscal Year.
The following table sets forth information with respect to stock options
granted to each of the Named Executive Officers in the fiscal year ended
December 31, 1999, including the potential realizable value over the ten-year
term of the options, based on assumed rates of stock appreciation of 5% and
10%, compounded annually, and based upon the fair market value at the date of
grant as determined by the board of directors which was equal to the exercise
price. These assumed rates of appreciation comply with the rules of the
Securities and Exchange Commission and do not represent our estimate of future
stock price. Actual gains, if any, on stock option exercises will be dependent
on the future performance of our common stock.
In the fiscal year ended December 31, 1999, we granted options to purchase
up to an aggregate of 4,886,149 shares to employees, directors and consultants.
All options were granted under our 1996 Stock Option and Restricted Stock Plan
or our 1999 Stock Plan at exercise prices at or above the fair market value of
11
our common stock on the date of grant, as determined in good faith by the board
of directors. All options have a term of ten years. Optionees may pay the
exercise price by cash, certified check, or delivery of already-owned shares of
our common stock. All options to the Named Executive Officers are immediately
exercisable upon grant; however, any unvested shares may be repurchased by us
at their cost in the event of the optionee's termination of employment. All
option shares vest over four years, with 25% of the option shares vesting one
year after the option grant date, and the remaining option shares vesting
ratably each quarter thereafter.
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation For
Individual Grants Option Term
----------------------------------------------- -----------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise
Options Employees in Price Expiration
Name Granted # Last FiscalYear ($/Share) Date 5%($) 10%($)
---- ---------- --------------- --------- ---------- ---------- ------------
Robert H. Ewald......... 1,531,250 31.34 0.72 2/18/09 693,400 1,757,100
125,000 2.56 0.00 2/18/09 540,800 1,340,600
Sunir Kapoor............ -- -- -- -- -- --
Martin Pagel............ -- -- -- -- -- --
Nicole Eagan............ 62,500 1.28 1.20 7/27/09 47,200 119,500
Thomas J. Reinemer...... -- -- -- -- -- --
Rick D. Prime........... -- -- -- -- -- --
Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table describes for the Named Executive Officers their option
exercises for the fiscal year ended December 31, 1999, and exercisable and
unexercisable options held by them as of December 31, 1999.
The "Value of Unexercised In-the-Money Options at December 31, 1999" is
based on a value of $22.25 per share, the fair market value of our common stock
as of December 31, 1999, which was the closing price of our common stock on
December 31, 1999, as reported on The NASDAQ Stock Market's National Market,
less the per share exercise price, multiplied by the number of shares issued
upon exercise of the option. All options were granted under our 1996 Stock
Option and Restricted Stock Plan and our 1999 Stock Plan. The shares vest over
four years, with 25% of the shares vesting one year after the grant date and
the remaining shares vesting ratably each quarter thereafter.
Number of Securities Underlying Value of Unexercised
Unexercised Options At December In-the- Money Options at
Shares 31, 1999(#) December 31, 1999($)
Acquired ------------------------------------- ---------------------------
Name on Exercise(#) Value Realized($) Exercisable Unexercisable UnExercise(#) Unexercisable
---- -------------- ----------------- ----------------- ---------------- ------------- -------------
Robert H. Ewald......... 1,656,250 $35,749,063 -- -- $ -- $ --
Sunir Kapoor............ -- -- -- -- -- --
Martin Pagel............ -- -- 18,993 -- 410,439 --
Nicole Eagan............ -- -- 95,000 -- 2,017,950 --
Thomas J. Reinemer...... -- -- 35,000 -- 756,350 --
Rick D. Prime........... -- -- -- -- -- --
Compensation Committee Interlocks and Insider Participation
Prior to establishing the compensation committee, the board of directors as
a whole performed the functions delegated to the compensation committee. No
member of the board of directors or the compensation committee serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of our board of
directors or compensation committee.
12
Performance Graph
The following line graph compares the cumulative total return to
stockholders of the Company's Common Stock from October 8, 1999 (the date of
the Company's initial public offering) to December 31, 1999 to the cumulative
total return over such period of (i) Nasdaq Composite Index and (ii) a peer
group consisting of Stamps.com, an Internet postage provider that has a product
line that competes directly with the Company's products. The graph assumes that
$100 was invested on October 8, 1999 in the Company's common stock at its
initial public offering price of $17.00 per share and in each of the other two
indices and the reinvestment of all dividends, if any.
The information contained in the Performance Graph shall not be deemed to be
"soliciting material" or to be "filed" with the SEC, nor shall such information
be incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates it by reference into any
such filing. The graph is presented in accordance with SEC requirements.
Stockholders are cautioned against drawing any conclusions from the data
contained therein, as past results are not necessarily indicative of future
performance.
[PERFORMANCE GRAPH APPEARS HERE]
10/8/99 10/29/99 11/30/99 12/31/99
------- -------- -------- --------
E-STAMP CORPORATION.................. $100 $137 $213 $131
PEER GROUP........................... 100 171 234 124
NASDAQ COMPOSITE INDEX............... 100 103 116 141
13
REPORT OF THE COMPENSATION COMMITTEE REGARDING EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is comprised of Thomas L.
Rosch, Rebecca Saeger and Jerry Gramaglia, each of whom is a non-employee
director. The Committee reviews and approves the Company's executive
compensation programs. The role of the Committee is to approve salaries and
other compensation paid to executive officers of the Company and to administer
the Company's stock plans. The Committee approves all stock option grants to
executive officers, all executive officer base salaries and any cash bonus
payments to executive officers and approves all stock option grants to
employees.
The Company's executive pay programs are designed to attract and retain
executives who will contribute to the Company's long-term success, to mesh
executive and stockholder interests through the use of stock options and to
provide a compensation program that recognizes individual contributions and
Company performance.
At this time in the Company's growth, the Committee has determined that the
most effective means of compensation are base salaries, annual incentive
bonuses and long-term incentives through the use of the Company's stock option
plan.
Base Salary
The Committee meets annually to review and approve each executive officer's
salary for the ensuing year. When reviewing base salaries, we consider the
following factors: competitive pay practices, individual performance against
goals, levels of responsibility, breadth of knowledge and prior experience. The
relative importance of these factors varies, depending on the particular
individual whose salary is being reviewed. To provide us with more information
for making compensation comparisons, the Company provides us with surveys of
compensation for a group of comparable companies with revenues similar to the
Company's revenue. Our objective in setting base salaries is generally to pay
salaries at a level roughly comparable to the median for companies with which
the Company competes for personnel and to bias cash compensation towards bonus
compensation rather than salaries. For the year ended December 31, 1999, we
increased the salary levels of the executive officers to a level closer to this
median level. The Committee approved base salaries between $125,000 and
$200,000 for executives other than our Chief Executive Officer.
Compensation of Chief Executive Officer
Mr. Ewald's 1999 base salary was established pursuant to his offer letter at
$250,000. This salary was the result of negotiations between the Company and
Mr. Ewald after considering Mr. Ewald's prior experience and breadth of
knowledge together with competitive pay practices. In determining Mr. Ewald's
bonuses and stock option grants, we not only considered the factors described
above, but also took into consideration his accomplishments during 1999 in
expanding the executive team, the integration of new executives with the
original executive team, and the ongoing development of the Company. Taking all
of these factors into account, we awarded Mr. Ewald a stock bonus of 125,000
shares of the Company's common stock in August 1999 and a cash bonus of
$125,000 for his performance during 1999. The cash bonus was paid during the
first quarter of 2000.
Bonus
The Committee meets annually to review and approve executive and employee
bonuses for the prior year. The bonus award depends on the extent to which
individual performance objectives are achieved. Based on the Company's
transition from a small entrepreneurial organization to a larger, more
structured one, the introduction of its product and services, the completion of
its initial public offering of its common stock, and the creation of an
infrastructure sufficient to support the Company's growth into 2000, the
Committee awarded the executive officers (other than the Chief Executive
Officer) bonuses of $10,000 to $100,000 (prorated based on term of employment
during 1999), and awarded our Chief Executive Officer a bonus of $125,000.
These bonuses were paid in the first quarter of 2000. In addition, the Company
awarded its executive officers cash bonuses of $15,000 for the limited launch
of the Company's Internet postage solution by July 16, 1999 and $15,000 for the
Company acquiring 25,000 revenue customers by December 31, 1999.
14
Stock Options
The Company's stock option plan is designed to provide its executives and
employees with an opportunity to share, along with its stockholders, in the
Company's long-term performance. Initial grants of stock options are generally
made to eligible executives and employees upon commencement of employment, with
additional grants being made periodically based on performance or following a
significant change in job responsibilities. Stock options under the stock
option plans generally vest over a four-year period and expire ten years from
the date of grant. The exercise price of our stock options is usually 100% of
the fair market value of the common stock on the date of grant. The Board of
Directors has delegated the authority to the Committee to grant stock options
to all employees and executive officers. Guidelines for the number of stock
options for each participant under the option plans are generally determined by
the Committee. Initial stock option grants to executive officers are negotiated
as part of their offer letters, and subsequent grants are determined based upon
levels of responsibility, individual performance and competitive compensation
practices. We believe the existing grants and vesting schedules currently align
the executive officers' objectives with those of the Company's stockholders.
Other
Other elements of executive compensation include Company-wide medical and
life insurance benefits and the ability to defer compensation pursuant to a
401(k) plan. During fiscal 1999, the Company matched 50% of the first 4% of
employee pay contributed under the 401(k) plan.
The Committee has considered the potential impact of Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder (the
"Section"). The Section disallows a tax deduction for any publicly-held
corporation for individual compensation exceeding $1 million in any taxable
year for any of the Named Executive Officers, unless such compensation is
performance-based. Since the cash compensation of each of the Named Executive
Officers is below the $1 million threshold and the Committee believes that any
options granted under the Stock Plan will meet the requirements of being
performance-based, the Committee believes that the Section will not reduce the
tax deduction available to the Company. The Company's policy is to qualify, to
the extent reasonable, its executive officers' compensation for deductibility
under applicable tax laws. However, the Committee believes that its primary
responsibility is to provide a compensation program that will attract, retain
and reward the executive talent necessary to the Company's success.
Consequently, the Committee recognizes that the loss of a tax deduction could
be necessary in some circumstances.
Respectfully submitted,
THE COMPENSATION COMMITTEE
Thomas L. Rosch
Rebecca Saeger
Jerry Gramaglia
Other Matters
The Board does not presently intend to bring any other business before the
Annual Meeting. If any other matters properly come before the Meeting, it is
the intention of the persons named in the enclosed Proxy Card to vote the
shares they represent as the Board of Directors may recommend.
FOR THE BOARD OF DIRECTORS
Robert H. Ewald
President, Chief Executive Officer
and Director
Redwood City, California
April 18, 2000
15
[LOGO OF E-STAMP APPEARS HERE]
E-STAMP CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
FRIDAY, MAY 12, 2000
The undersigned hereby appoints Robert H. Ewald and Edward F. Malysz, or
either of them, as proxies and attorneys-in-fact, each with full power of
substitution, to represent the undersigned at the Annual Meeting of Stockholders
of E-Stamp Corporation (the "Company") to be held at Hyatt Rickeys, 4219 El
Camino, Palo Alto, California, 94306 on Friday, May 12, 2000 at 2:30 p.m.
local time, and any adjournments or postponements thereof, and to vote the
number of shares the undersigned would be entitled to vote if personally present
at the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2, AS MORE SPECIFICALLY DESCRIBED
IN THE PROXY STATEMENT. IF SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL
BE VOTED IN ACCORDANCE THEREWITH. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
meeting or any adjournment thereof to the extent authorized by Rule 14a-4(c)
promulgated by the Securities and Exchange Commission.
(Continued and to be signed on the other side.)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
MANAGEMENT RECOMMENDS A VOTE FOR ALL THE NOMINEES FOR DIRECTOR LISTED BELOW AND
A VOTE FOR PROPOSAL 2.
Proposal 1: To elect directors to hold office for three years or until their
successors are elected.
FOR all nominees listed WITHHOLD AUTHORITY Nominees: Robert H.
at right (except as marked to vote FOR ALL nominees Ewald, Thomas L.Rosch
to the contrary). listed at right. and Robert J. Cresci
[_] [_]
To withhold authority to
vote for any nominee(s),
write such nominee(s)'
name(s) below:
_______________________
Proposal 2: To ratify the selection of Ernst & Young L.L.P. as the Company's
independent auditors.
FOR AGAINST ABSTAIN
[_] [_] [_]
Sign exactly as your name(s) appears on your stock certificate. If shares of
stock stand of record in the names of two or more persons or in the name of
husband and wife, whether as joint tenants or otherwise, both or all of such
persons should sign the Proxy. If shares of stock are held of record by a
corporation, the Proxy should be executed by the President or Vice President and
the Secretary or Assistant Secretary. Executors or administrators or other
fiduciaries who execute the Proxy for a deceased Stockholder should give their
full title. Please date the Proxy.
Signature: _____________________________________
Signature: _____________________________________
Date: _____________________________________
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED AT THE MEETING.