SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [_]
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 Rule 14a-11(c) or Rule 14a-12
PROTOSOURCE 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 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:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PROTOSOURCE CORPORATION
2300 Tulare Street, Suite 210
Fresno, California 93721
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 1, 2001
Fresno, California
March 19, 2001
The Annual Meeting of Stockholders (the "Annual Meeting") of ProtoSource
Corporation, a California corporation (the "Company"), will be held at the
offices of the Company, 2300 Tulare Street, Fresno, California on May 1, 2001 at
10:00 AM (local time) for the following purposes:
1. To elect four directors to the Company's Board of Directors, each to
hold office until his successor is elected and qualified or until his
earlier resignation or removal (Proposal No. 1);
2. To approve the Company's 2000 Employee Stock Option Plan and to
reserve up to 350,000 shares of Common Stock for issuance thereunder
(Proposal No. 2);
3. To approve the Company's 2000 Executive Stock Option Plan and to
reserve up to 350,000 shares of Common Stock for issuance thereunder
(Proposal No. 3);
4. To approve an amendment to the Company's Certificate of Incorporation
to increase the authorized number of shares of common stock from
10,000,000 to 20,000,000 (Proposal No. 4);
5. To consider and act upon a proposal to ratify the Board of Directors'
selection of Angell & Deering as the Company's independent auditors
for the fiscal year ending December 31, 2001 (Proposal No. 5); and
6. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
The foregoing items of business, including the nominees for directors, are
more fully described in the Proxy Statement which is attached and made a part of
this Notice.
The Board of Directors has fixed the close of business on March 5, 2001 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, whether or not you expect to attend the Annual Meeting in
person, you are urged to mark, date, sign and return the enclosed proxy card as
promptly as possible in the postage-prepaid envelope provided to ensure your
representation and the presence of a quorum at the Annual Meeting. If you send
in your proxy card and then decide to attend the Annual Meeting to vote your
shares in person, you may still do so. Your proxy is revocable in accordance
with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
/s/ WILLIAM CONIS
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William Conis
President
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IMPORTANT
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WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY
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PROTOSOURCE CORPORATION
2300 Tulare Street, Suite 210
Fresno, California 93721
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of ProtoSource Corporation, a California
corporation (the "Company"), of proxies in the enclosed form for use in voting
at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
offices of the Company, 2300 Tulare Street, Fresno, California on May 1, 2001 at
10:00 AM (local time), and any adjournment or postponement thereof. Only holders
of record of the Company's common stock, no par value per share (the "Common
Stock"), on March 5, 2001 (the "Record Date") will be entitled to vote at the
Meeting. At the close of business on the Record Date, the Company had
outstanding 4,334,648 shares of Common Stock.
Any person giving a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to its exercise. Any proxy given is revocable prior
to the Meeting by an instrument revoking it or by a duly executed proxy bearing
a later date delivered to the Secretary of the Company. Such proxy is also
revoked if the stockholder is present at the Meeting and elects to vote in
person.
The Company will bear the entire cost of preparing, assembling, printing
and mailing the proxy materials furnished by the Board of Directors to
stockholders. Copies of the proxy materials will be furnished to brokerage
houses, fiduciaries and custodians to be forwarded to the beneficial owners of
the Common Stock. In addition to the solicitation of proxies by use of the mail,
some of the officers, directors and regular employees of the Company may
(without additional compensation) solicit proxies by telephone or personal
interview, the costs of which the Company will bear.
This Proxy Statement and the accompanying form of proxy is being sent or
given to stockholders on or about March 19, 2001.
Stockholders of the Company's Common Stock are entitled to one vote for
each share held. Such shares may not be voted cumulatively.
Each validly returned proxy (including proxies for which no specific
instruction is given) which is not revoked will be voted "FOR" each of the
proposals as described in this Proxy Statement and, at the proxy holders'
discretion, on such other matters, if any, which may come before the Meeting
(including any proposal to adjourn the Meeting).
Determination of whether a matter specified in the Notice of Annual Meeting
of Stockholders has been approved will be determined as follows. Those persons
will be elected directors who receive a plurality of the votes cast at the
Meeting in person or by proxy and entitled to vote on the election. Accordingly,
abstentions or directions to withhold authority will have no effect on the
outcome of the vote. For each other matter specified in the Notice of Annual
Meeting of Stockholders, the affirmative vote of a majority of the shares of
Common Stock present at the Meeting in person or by proxy and entitled to vote
on such matter is required for approval. In any event, prior to any vote, a
quorum of holders of at least 33 and 1/3% of the shares of Common Stock
outstanding on the Record Date is required to conduct the Meeting. Abstentions
will be considered shares present in person or by proxy and entitled to vote
and, therefore, will have the effect of a vote against the matter. Broker
non-votes will be considered shares not present for this purpose and will have
no effect on the outcome of the vote. Directions to withhold authority to vote
for directors, abstentions and broker non-votes will be counted for purposes of
determining whether a quorum is present for the Meeting.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Nominees
At the Annual Meeting, the stockholders will elect four directors to serve
until the next Annual Meeting of Stockholders or until their respective
successors are elected and qualified. In the event any nominee is unable or
unwilling to serve as a director at the time of the Annual Meeting, the proxies
may be voted for the balance of those nominees named and for any substitute
nominee designated by the present Board or the proxy holders to fill such
vacancy, or for the balance of the nominees named without nomination of a
substitute, or the size of the Board may be reduced in accordance with the
Bylaws of the Company. The Board has no reason to believe that any of the
persons named below will be unable or unwilling to serve as a nominee or as a
director if elected.
Assuming a quorum is present, the four nominees receiving the highest
number of affirmative votes of shares entitled to be voted for them will be
elected as directors of the Company for the ensuing year. Unless marked
otherwise, proxies received will be voted "FOR" the election of each of the four
nominees named below. In the event that additional persons are nominated for
election as directors, the proxy holders intend to vote all proxies received by
them in such a manner as will ensure the election of as many of the nominees
listed below as possible, and, in such event, the specific nominees to be voted
for will be determined by the proxy holders.
NAME AGE POSITION
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William Conis 53 Chief Executive Officer, President, Chief
Financial Officer and Director
Theodore Triantafilu 52 Chief Operating Officer - Suncoast Division
and Director
Andrew Stathopoulos 51 Director
Michael A. Gales 55 Director
The following information with respect to the principal occupation or
employment of each nominee for director, the principal business of the
corporation or other organization in which such occupation or employment is
carried on, and such nominee's business experience during the past five years,
has been furnished to the Company by the respective director nominees:
William Conis became a director in 1998 and became ProtoSource
Corporation's Chief Executive Officer and Chief Financial Officer in November
1999. Mr. Conis was Vice President, Eastern Region for Hitachi Data Systems from
July 1997 through July 1999, and was Hitachi's New York-based District Manager
from July 1995 to July 1997. From March 1984 to July 1995, Mr. Conis was a
senior consultant for the Kappa Group, a management consulting firm located in
New Jersey. Mr. Conis earned a Bachelor's degree and Master's degree in
Electrical Engineering from New York University in 1968 and 1971, respectively.
Theodore Triantafilu was the Chief Operating Officer of Suncoast
Automation, Inc. from July 1999 to August 2000. He became Chief Operating
Officer of the Suncoast division and a director upon the completion of the
ProtoSource acquisition in August 2000 and he resigned from such position in
March 2001. Mr. Triantfilu has over 29 years experience in telephone operations,
digital cable television operations, and marketing as well as establishing new
businesses. From 1995 through June 1999, he was the area operations manager for
GTE Media Ventures, Pinellas County, Florida, the first overbuild and launch of
digital CATV and high-speed cable modem service for GTE Corporation. Prior to
that assignment, he served in successive positions of increasing
responsibilities both in Florida and World Headquarters in Irving, Texas for GTE
during his 28-year career. While serving Corporate Headquarters, he attended GTE
Telops Management Development Program for executives.
Andrew Stathopoulos became a director in 1998. He has over 25 years
experience in finance, operations, marketing, mergers and acquisitions,
engineering, manufacturing and consulting. From March 1998 to the present he has
been with the Bank of New York as a Vice President to launch a software and
hardware vendor management program. From 1996 to 1997, he was Vice President of
Finance for New Alliance Corp., an emerging markets investment bank specializing
in Eastern Europe. He was responsible for financial reporting, internal audit
and controls, mid-office and back-office operations, information systems, and
management reporting. From 1994 to 1996, he was Vice President of Business
Development for Nautical Technology Corp., an independent software developer for
the maritime industry. He was responsible for developing and implementing a new
marketing and sales program, seeking strategic partners and providing general
business advice. Also, from 1994 to 1996, he was Vice President of Business
Development for Interbank of New York, a Greek commercial bank where he was
responsible for identifying and marketing new products and pursuing new business
opportunities. From 1992 to 1994, he was the Vice President of Finance and
Administration for Societe Generale Energie, an oil trading products firm. He
was responsible for establishing financial controls, accounting and reporting
procedures; monitoring cash flow and working capital requirements; managing
human resources administration; and dealing with auditors, insurers and vendors.
Mr. Stathopoulos holds a BS degree in Industrial Engineering and an MBA degree
in Finance and International Business, both from Columbia University.
Michael A. Gales became a director in October 1999. Mr. Gales has served as
Executive Vice President/Corporate Finance of Andrew, Alexander, Wise & Company,
Inc., since June 1999. From 1998 to June 1999, Mr. Gales served as Managing
Director of InterBank Capital Group, LLC. Prior to joining InterBank Capital
Group, from 1996 Mr. Gales served as Managing Director/Corporate Finance of
Janssen-Meyers Associates, LP. From 1990 to 1995, Mr. Gales served as Chief
Executive Officer and Chairman of the Board of Anchor Capital Co., LLC. For 13
years prior to 1990, Mr. Gales was in successively senior management roles in
international engineering and technology licensing operations focusing on the
maritime, petroleum and process industries.
No director or executive officer of the Company has any family relationship
with any other director or executive officer of the Company.
Directors serve until the next annual meeting of stockholders or until
their successors are elected and qualified. Officers serve at the discretion of
the Board of Directors.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 2000, the Board of Directors of
the Corporation held two meetings and acted by unanimous written consent on
three occasions. No director nominated for election at the Annual Meeting
attended fewer than 75% of the total number of meetings of the Board of
Directors during the last fiscal year.
Outside Board members receive $100 per hour for time expended on behalf of
ProtoSource Corporation, including attendance at Board meetings. Our audit
committee is composed of Messrs. Stathopoulos and Gales. Our compensation
committee is composed of Messrs. Stathopoulos, Gales and Conis.
The Board does not have a nominating committee or a committee performing
the functions of a nominating committee. Although there are no formal procedures
for stockholders to nominate persons to serve as directors, the Board will
consider nominations from stockholders, which should be addressed to William
Conis at the Company's address set forth above.
The proxy holders intend to vote the shares represented by proxies for all
of the board's nominees, except to the extent authority to vote for the nominees
is withheld.
RECOMMENDATION OF THE BOARD:
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THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES NAMED ABOVE.
PROPOSAL NO. 2
APPROVAL OF THE 2000 EMPLOYEE STOCK OPTION PLAN
At the Annual Meeting, the Company's stockholders are being asked to
approve the 2000 Employee Stock Option Plan (the "2000 Option Plan") and to
authorize 350,000 shares of Common Stock for issuance thereunder. The following
is a summary of principal features of the 2000 Executive Option Plan. The
summary, however, does not purport to be a complete description of all the
provisions of the 2000 Executive Option Plan, a copy of which is attached
hereto.
GENERAL
The 2000 Option Plan was adopted by the Board of Directors in December
2000. The Board of Directors has initially reserved 350,000 shares of Common
Stock for issuance under the 2000 Option Plan. Under the Plan, options may be
granted which are intended to qualify as Incentive Stock Options ("ISOs") under
Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not
("Non-ISOs") intended to qualify as Incentive Stock Options thereunder.
The 2000 Option Plan and the right of participants to make purchases
thereunder are intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"). The
2000 Executive Option Plan is not a qualified deferred compensation plan under
Section 401(a) of the Internal Revenue Code and is not subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
PURPOSE
The primary purpose of the 2000 Option Plan is to attract and retain the
best available personnel for the Company in order to promote the success of the
Company's business and to facilitate the ownership of the Company's stock by
employees. In the event that the 2000 Option Plan is not adopted the Company may
have considerable difficulty in attracting and retaining qualified personnel,
officers, directors and consultants. There are currently no plans, arrangements,
commitments or understandings for the issuance of options pursuant to this plan,
and the Company does not intend to ratify prior grants through this plan.
ADMINISTRATION
The 2000 Option Plan, when approved, will be administered by the Company's
Board of Directors, as the Board of Directors may be composed from time to time.
All questions of interpretation of the 2000 Option Plan are determined by the
Board, and its decisions are final and binding upon all participants. Any
determination by a majority of the members of the Board of Directors at any
meeting, or by written consent in lieu of a meeting, shall be deemed to have
been made by the whole Board of Directors.
Notwithstanding the foregoing, the Board of Directors may at any time, or
from time to time, appoint a committee (the "Committee") of at least two members
of the Board of Directors, and delegate to the Committee the authority of the
Board of Directors to administer the Plan. Upon such appointment and delegation,
the Committee shall have all the powers, privileges and duties of the Board of
Directors, and shall be substituted for the Board of Directors, in the
administration of the Plan, subject to certain limitations.
Members of the Board of Directors who are eligible employees are permitted
to participate in the 2000 Option Plan, provided that any such eligible member
may not vote on any matter affecting the administration of the 2000 Option Plan
or the grant of any option pursuant to it, or serve on a committee appointed to
administer the 2000 Option Plan. In the event that any member of the Board of
Directors is at any time not a "disinterested person", as defined in Rule
16b-3(c)(3)(i) promulgated pursuant to the Securities Exchange Act of 1934, the
Plan shall not be administered by the Board of Directors, and may only by
administered by a Committee, all the members of which are disinterested persons,
as so defined.
ELIGIBILITY
Under the 2000 Option Plan, options may be granted to key employees,
officers, directors or consultants of the Company, as provided in the 2000
Option Plan.
TERMS OF OPTIONS
The term of each Option granted under the Plan shall be contained in a
stock option agreement between the Optionee and the Company and such terms shall
be determined by the Board of Directors consistent with the provisions of the
Plan, including the following:
(a) Purchase Price. The purchase price of the Common Shares subject to
each ISO shall not be less than the fair market value (as set forth in
the 2000 Option Plan), or in the case of the grant of an ISO to a
Principal Stockholder, not less that 110% of fair market value of such
Common Shares at the time such Option is granted. The purchase price
of the Common Shares subject to each Non-ISO shall be determined at
the time such Option is granted, but in no case less than 85% of the
fair market value of such Common Shares at the time such Option is
granted. The purchase price of the Common Shares subject to each
Non-ISO.
(b) Vesting. The dates on which each Option (or portion thereof) shall be
exercisable and the conditions precedent to such exercise, if any,
shall be fixed by the Board of Directors, in its discretion, at the
time such Option is granted.
(c) Expiration. The expiration of each Option shall be fixed by the Board
of Directors, in its discretion, at the time such Option is granted;
however, unless otherwise determined by the Board of Directors at the
time such Option is granted, an Option shall be exercisable for ten
(10) years after the date on which it was granted (the "Grant Date").
Each Option shall be subject to earlier termination as expressly
provided in the 2000 Option Plan or as determined by the Board of
Directors, in its discretion, at the time such Option is granted.
(d) Transferability. No Option shall be transferable, except by will or
the laws of descent and distribution, and any Option may be exercised
during the lifetime of the Optionee only by him. No Option granted
under the Plan shall be subject to execution, attachment or other
process.
(e) Option Adjustments. The aggregate number and class of shares as to
which Options may be granted under the Plan, the number and class
shares covered by each outstanding Option and the exercise price per
share thereof (but not the total price), and all such Options, shall
each be proportionately adjusted for any increase decrease in the
number of issued Common Shares resulting from split-up spin-off or
consolidation of shares or any like Capital adjustment or the payment
of any stock dividend.
Except as otherwise provided in the 2000 Option Plan, any Option
granted hereunder shall terminate in the event of a merger,
consolidation, acquisition of property or stock, separation,
reorganization or liquidation of the Company. However, the Optionee
shall have the right immediately prior to any such transaction to
exercise his Option in whole or in part notwithstanding any otherwise
applicable vesting requirements.
(f) Termination, Modification and Amendment. The 2000 Option Plan (but not
Options previously granted under the Plan) shall terminate ten (10)
years from the earlier of the date of its adoption by the Board of
Directors or the date on which the Plan is approved by the affirmative
vote of the holders of a majority of the outstanding shares of capital
stock of the Company entitled to vote thereon, and no Option shall be
granted after termination of the Plan. Subject to certain
restrictions, the Plan may at any time be terminated and from time to
time be modified or amended by the affirmative vote of the holders of
a majority of the outstanding shares of the capital stock of the
Company present, or represented, and entitled to vote at a meeting
duly held in accordance with the applicable laws of the State of
California.
FEDERAL INCOME TAX ASPECTS OF THE 2000 OPTION PLAN
THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES
UNDER THE 2000 OPTION PLAN. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND
DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL
TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE
INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE
PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX
CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH
PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES
OF PARTICIPATION IN THE 2000 OPTION PLAN AND FOR REFERENCE TO APPLICABLE
PROVISIONS OF THE CODE.
The 2000 Option Plan and the right of participants to make purchases
thereunder are intended to qualify under the provisions of Sections 421, 422 and
423 of the Code. Under these provisions, no income will be recognized by a
participant prior to disposition of shares acquired under the 2000 Option Plan.
If the shares are sold or otherwise disposed of (including by way of gift)
more than two years after the first day of the offering period during which
shares were purchased (the "Offering Date"), a participant will recognize as
ordinary income at the time of such disposition the lesser of (a) the excess of
the fair market value of the shares at the time of such disposition over the
purchase price of the shares or (b) 15% of the fair market value of the shares
on the first day of the offering period. Any further gain or loss upon such
disposition will be treated as long-term capital gain or loss. If the shares are
sold for a sale price less than the purchase price, there is no ordinary income
and the participant has a capital loss for the difference.
If the shares are sold or otherwise disposed of (including by way of gift)
before the expiration of the two-year holding period described above, the excess
of the fair market value of the shares on the purchase date over the purchase
price will be treated as ordinary income to the participant. This excess will
constitute ordinary income in the year of sale or other disposition even if no
gain is realized on the sale or a gift of the shares is made. The balance of any
gain or loss will be treated as capital gain or loss and will be treated as
long-term capital gain or loss if the shares have been held more than one year.
In the case of a participant who is subject to Section 16(b) of the
Exchange Act, the purchase date for purposes of calculating such participant's
compensation income and beginning of the capital gain holding period may be
deferred for up to six months under certain circumstances. Such individuals
should consult with their personal tax advisors prior to buying or selling
shares under the 2000 Option Plan.
The ordinary income reported under the rules described above, added to the
actual purchase price of the shares, determines the tax basis of the shares for
the purpose of determining capital gain or loss on a sale or exchange of the
shares.
The Company is entitled to a deduction for amounts taxed as ordinary income
to a participant only to the extent that ordinary income must be reported upon
disposition of shares by the participant before the expiration of the two-year
holding period described above.
RESTRICTIONS ON RESALE
Certain officers and directors of the Company may be deemed to be
"affiliates" of the Company as that term is defined under the Securities Act.
The Common Stock acquired under the 2000 Option Plan by an affiliate may be
reoffered or resold only pursuant to an effective registration statement or
pursuant to Rule 144 under the Securities Act or another exemption from the
registration requirements of the Securities Act.
REQUIRED VOTE
The approval of the 2000 Option Plan and the reservation of 350,000 shares
for issuance requires the affirmative vote of the holders of a majority of the
shares of the Company's Common Stock present at the Annual Meeting in person or
by proxy and entitled to vote and constituting at least a majority of the
required quorum.
The proxy holders intend to vote the shares represented by proxies to
approve, the 2000 Employee Stock Option Plan.
RECOMMENDATION OF THE BOARD:
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THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE 2000 EMPLOYEE STOCK OPTION PLAN.
PROPOSAL NO. 3
APPROVAL OF THE 2000 EXECUTIVE STOCK OPTION PLAN
At the Annual Meeting, the Company's stockholders are being asked to
approve the 2000 Executive Stock Option Plan (the "2000 Executive Option Plan")
and to authorize 350,000 shares of Common Stock for issuance thereunder. The
following is a summary of principal features of the 2000 Executive Option Plan.
The summary, however, does not purport to be a complete description of all the
provisions of the 2000 Executive Option Plan, a copy of which is attached
hereto.
GENERAL
The 2000 Executive Option Plan was adopted by the Board of Directors in
December 2000. The Board of Directors has initially reserved 350,000 shares of
Common Stock for issuance under the 2000 Executive Option Plan. Under the Plan,
options may be granted which are intended to qualify as ISOs under Section 422
of the Code or which are not Non-ISOs intended to qualify as ISOs thereunder.
The 2000 Executive Option Plan and the right of participants to make
purchases thereunder are intended to qualify as an "employee stock purchase
plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the
"Code"). The 2000 Executive Option Plan is not a qualified deferred compensation
plan under Section 401(a) of the Internal Revenue Code and is not subject to the
provisions of ERISA.
PURPOSE
The primary purpose of the 2000 Executive Option Plan is to attract and
retain the best available executive personnel, consultants and directors for the
Company in order to promote the success of the Company's business and to
facilitate the ownership of the Company's stock by those who provide services to
it. In the event that the 2000 Executive Option Plan is not adopted, the Company
may have considerable difficulty in attracting and retaining qualified officers,
directors and consultants. There are currently no plans, arrangements,
commitments or understandings for the issuance of options pursuant to this plan,
and the Company does not intend to ratify prior grants through this plan.
ADMINISTRATION
The 2000 Executive Option Plan, when approved, will be administered by the
Company's Board of Directors, as the Board of Directors may be composed from
time to time. All questions of interpretation of the 2000 Executive Option Plan
are determined by the Board, and its decisions are final and binding upon all
participants. Any determination by a majority of the members of the Board of
Directors at any meeting, or by written consent in lieu of a meeting, shall be
deemed to have been made by the whole Board of Directors.
Notwithstanding the foregoing, the Board of Directors may at any time, or
from time to time, appoint a Committee of at least two members of the Board of
Directors, and delegate to the Committee the authority of the Board of Directors
to administer the Plan. Upon such appointment and delegation, the Committee
shall have all the powers, privileges and duties of the Board of Directors, and
shall be substituted for the Board of Directors, in the administration of the
2000 Executive Option Plan, subject to certain limitations.
Members of the Board of Directors are permitted to participate in the 2000
Executive Option Plan, provided that any such member may not vote on any matter
affecting the administration of the 2000 Executive Option Plan or the grant of
any option pursuant to it, or serve on a committee appointed to administer the
2000 Executive Option Plan, as it relates to options granted to such person. In
the event that any member of the Board of Directors is at any time not a
"disinterested person", as defined in Rule 16b-3(c)(3)(i) promulgated pursuant
to the Securities Exchange Act of 1934, the Plan shall not be administered by
the Board of Directors, and may only by administered by a Committee, all the
members of which are disinterested persons, as so defined.
ELIGIBILITY
Under the 2000 Executive Option Plan, options may be granted to key
officers, directors or consultants of the Company, as provided in the 2000
Executive Option Plan.
TERMS OF OPTIONS
The term of each Option granted under the Plan shall be contained in a
stock option agreement between the Optionee and the Company and such terms shall
be determined by the Board of Directors consistent with the provisions of the
Plan, including the following:
(a) Purchase Price. The purchase price of the Common Shares subject to
each ISO shall not be less than the fair market value (as set forth in
the 2000 Executive Option Plan), or in the case of the grant of an ISO
to a Principal Stockholder, not less that 110% of fair market value of
such Common Shares at the time such Option is granted. The purchase
price of the Common Shares subject to each Non-ISO shall be determined
at the time such Option is granted, but in no case less than 85% of
the fair market value of such Common Shares at the time such Option is
granted. The purchase price of the Common Shares subject to each
Non-ISO.
(b) Vesting. The dates on which each Option (or portion thereof) shall be
exercisable and the conditions precedent to such exercise, if any,
shall be fixed by the Board of Directors, in its discretion, at the
time such Option is granted.
(c) Expiration. The expiration of each Option shall be fixed by the Board
of Directors, in its discretion, at the time such Option is granted;
however, unless otherwise determined by the Board of Directors at the
time such Option is granted, an Option shall be exercisable for ten
(10) years after the date on which it was granted (the "Grant Date").
Each Option shall be subject to earlier termination as expressly
provided in the 2000 Executive Option Plan or as determined by the
Board of Directors, in its discretion, at the time such Option is
granted.
(d) Transferability. No Option shall be transferable, except by will or
the laws of descent and distribution, and any Option may be exercised
during the lifetime of the Optionee only by him. No Option granted
under the Plan shall be subject to execution, attachment or other
process.
(e) Option Adjustments. The aggregate number and class of shares as to
which Options may be granted under the Plan, the number and class
shares covered by each outstanding Option and the exercise price per
share thereof (but not the total price), and all such Options, shall
each be proportionately adjusted for any increase decrease in the
number of issued Common Shares resulting from split-up spin-off or
consolidation of shares or any like Capital adjustment or the payment
of any stock dividend.
Except as otherwise provided in the 2000 Executive Option Plan, any
Option granted hereunder shall terminate in the event of a merger,
consolidation, acquisition of property or stock, separation,
reorganization or liquidation of the Company. However, the Optionee
shall have the right immediately prior to any such transaction to
exercise his Option in whole or in part notwithstanding any otherwise
applicable vesting requirements.
(f) Termination, Modification and Amendment. The 2000 Executive Option
Plan (but not Options previously granted under the Plan) shall
terminate ten (10) years from the earlier of the date of its adoption
by the Board of Directors or the date on which the Plan is approved by
the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the Company entitled to vote thereon, and
no Option shall be granted after termination of the Plan. Subject to
certain restrictions, the Plan may at any time be terminated and from
time to time be modified or amended by the affirmative vote of the
holders of a majority of the outstanding shares of the capital stock
of the Company present, or represented, and entitled to vote at a
meeting duly held in accordance with the applicable laws of the State
of California.
FEDERAL INCOME TAX ASPECTS OF THE 2000 EXECUTIVE OPTION PLAN
THE FOLLOWING IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION
UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE PURCHASE OF SHARES
UNDER THE 2000 Executive Option PLAN. THIS SUMMARY DOES NOT PURPORT TO BE
COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS
WITH SPECIAL TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE
PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY
IN WHICH THE PARTICIPANT MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER
TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH
PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES
OF PARTICIPATION IN THE 2000 EXECUTIVE OPTION PLAN AND FOR REFERENCE TO
APPLICABLE PROVISIONS OF THE CODE.
The 2000 Executive Option Plan and the right of participants to make
purchases thereunder are intended to qualify under the provisions of Sections
421, 422 and 423 of the Code. Under these provisions, no income will be
recognized by a participant prior to disposition of shares acquired under the
2000 Executive Option Plan.
If the shares are sold or otherwise disposed of (including by way of gift)
more than two years after the first day of the offering period during which
shares were purchased (the "Offering Date"), a participant will recognize as
ordinary income at the time of such disposition the lesser of (a) the excess of
the fair market value of the shares at the time of such disposition over the
purchase price of the shares or (b) 15% of the fair market value of the shares
on the first day of the offering period. Any further gain or loss upon such
disposition will be treated as long-term capital gain or loss. If the shares are
sold for a sale price less than the purchase price, there is no ordinary income
and the participant has a capital loss for the difference.
If the shares are sold or otherwise disposed of (including by way of gift)
before the expiration of the two-year holding period described above, the excess
of the fair market value of the shares on the purchase date over the purchase
price will be treated as ordinary income to the participant. This excess will
constitute ordinary income in the year of sale or other disposition even if no
gain is realized on the sale or a gift of the shares is made. The balance of any
gain or loss will be treated as capital gain or loss and will be treated as
long-term capital gain or loss if the shares have been held more than one year.
In the case of a participant who is subject to Section 16(b) of the
Exchange Act, the purchase date for purposes of calculating such participant's
compensation income and beginning of the capital gain holding period may be
deferred for up to six months under certain circumstances. Such individuals
should consult with their personal tax advisors prior to buying or selling
shares under the 2000 Executive Option Plan.
The ordinary income reported under the rules described above, added to the
actual purchase price of the shares, determines the tax basis of the shares for
the purpose of determining capital gain or loss on a sale or exchange of the
shares.
The Company is entitled to a deduction for amounts taxed as ordinary income
to a participant only to the extent that ordinary income must be reported upon
disposition of shares by the participant before the expiration of the two-year
holding period described above.
RESTRICTIONS ON RESALE
Certain officers and directors of the Company may be deemed to be
"affiliates" of the Company as that term is defined under the Securities Act.
The Common Stock acquired under the 2000 Executive Option Plan by an affiliate
may be reoffered or resold only pursuant to an effective registration statement
or pursuant to Rule 144 under the Securities Act or another exemption from the
registration requirements of the Securities Act.
REQUIRED VOTE
The approval of the 2000 Executive Option Plan and the reservation of
350,000 shares for issuance requires the affirmative vote of the holders of a
majority of the shares of the Company's Common Stock present at the Annual
Meeting in person or by proxy and entitled to vote and constituting at least a
majority of the required quorum.
The proxy holders intend to vote the shares represented by proxies to
approve, the 2000 Employee Stock Option Plan.
RECOMMENDATION OF THE BOARD:
----------------------------
THE BOARD RECOMMENDS A VOTE FOR APPROVAL OF THE 2000 EXECUTIVE STOCK OPTION
PLAN.
PROPOSAL NO. 4
APPROVAL OF AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
The present capital structure of the Company authorizes 10,000,000 shares
of Common Stock. It also authorizes 5,000,000 shares of Preferred Stock, which
is presently undesignated and which may be issued from time to time in one or
more series with such rights, preferences and privileges as may be determined by
the Board of Directors. The Board of Directors believes that this capital
structure is inadequate for the future needs of the Company. Therefore, the
Board of Directors has approved the amendment of the Company's Certificate of
Incorporation (the "Certificate") to increase the authorized number of shares of
Common Stock from 10,000,000 to 20,000,000 shares. No change is proposed to be
made with respect to the number of authorized shares of Preferred Stock. The
Board of Directors believes that a capital structure consisting of 20,000,000
authorized shares of Common Stock and 5,000,000 authorized shares of Preferred
Stock more appropriately reflects the present and future needs of the Company
and recommends such amendment to the Company's stockholders for adoption. On
March 5, 2001, there were 4,334,648 shares of Common Stock and no shares of
Preferred Stock outstanding. The proposed amendment of the Certificate was
approved by the Board on December 11, 2000, subject to stockholder approval at
the Annual Meeting.
Purpose of Authorizing Additional Common Stock
The Company has what the Board of Directors considers to be an insufficient
number of authorized but unissued shares of Common Stock available for future
issue. Authorizing an additional 10,000,000 shares of Common Stock would give
the Board of Directors the authority to issue such Common Stock from time to
time as the Board of Directors deems necessary, without further action of the
stockholders, unless such stockholder action is specifically required by
applicable laws or any stock exchange on which the Company's securities may then
be listed. The Board of Directors believes it is necessary to have the ability
to issue such additional shares of Common Stock for general corporate purposes,
including:
o stock splits, dividends or distributions;
o equity financings - the Company is presently seeking to raise
additional capital by selling and issuing shares of its Common Stock
as dictated by prevailing market conditions or the Company's capital
needs, and the Board of Directors believes it prudent to have shares
available for such issuances on an as-needed basis, without the delay
inherent in seeking stockholder approval for a specific transaction;
and
o acquisition transactions - the Company may make future acquisitions
and may use its capital stock as currency in such acquisitions if
appropriate opportunities arise.
The proposed increase in the authorized number of shares of Common Stock
could have a number of effects on the Company's stockholders depending upon the
exact nature and circumstances of any actual issuances of authorized but
unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Similarly, the issuance of additional
shares to certain persons allied with the Company's management could have the
effect of making it more difficult to remove the Company's current management by
diluting the stock ownership or voting rights of persons seeking to cause such
removal. The Board of Directors is not aware of any attempt, or contemplated
attempt, to acquire control of the Company, and this proposal is not being
presented with the intent that it be utilized as a type of anti- takeover
device.
There are currently no plans, arrangements, commitments or understandings
for the issuance of the additional shares of common stock which are proposed to
be authorized.
Stockholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of Common Stock that may be issued in the
future, and therefore, future issuances of Common Stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.
RECOMMENDATION OF THE BOARD:
----------------------------
THE BOARD RECOMMENDS A VOTE FOR AN INCREASE OF 10,000,000 AUTHORIZED SHARES OF
COMMON STOCK OF THE COMPANY.
PROPOSAL NO. 5
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Angel & Deering has served as the Company's independent auditors since 1995
and has been appointed by the Board to continue as the Company's independent
auditors for the fiscal year ending December 31, 2001. In the event that
ratification of this selection of auditors is not approved by a majority of the
shares of Common Stock voting at the Annual Meeting in person or by proxy, the
Board will reconsider its selection of auditors. Angell & Deering has no
interest, financial or otherwise, in the Company.
A representative of Angell & Deering is not expected to be present at the
Annual Meeting.
The proxy holders intend to vote the shares represented by proxies to
ratify the Board of Directors' selection of Angell & Deering as the Company's
independent auditors for the fiscal year ending December 31, 2001.
RECOMMENDATION OF THE BOARD:
----------------------------
THE BOARD RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF ANGELL &
DEERING AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2001.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth the beneficial ownership of the Company as
of the date of this Proxy, by each person known by the Company to beneficially
own 5% or more of the outstanding shares of voting securities, each of the
Company's directors, named executive officers, and all directors and executive
officers as a group. The applicable percentage is based on 4,334,648 shares
outstanding. The information set forth in the table and accompanying footnotes
has been furnished by the named beneficial owners.
Name of Beneficial Owner (1) Amount and Nature of Percent of
Beneficial Ownership (2) Class (%)
- --------------------------------------------------------------------------------
William Conis(3) 70,300 1.6%
Andrew Stathopoulos(4) 10,000 *
Michael A. Gales(9) 5,000 *
Seymour G. Siegel(5) 2,500 *
Mark Blanchard(7) 43,310 1.0%
Theodore Triantafilu(8) -- --
SHA Cable Holdings(6) 168,200 3.8%
South Ocean, LLC 164,580 3.7%
All officers and directors as a 131,110 3.1%
group (6 persons)
- --------------------
* Less than 1%
(1) Except as otherwise indicated, the address of each beneficial owner is c/o
ProtoSource Corporation, 2300 Tulare Street, Suite 210, Fresno, CA 93721.
(2) Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect
to the shares shown. Except where indicated by footnote and subject to
community property laws where applicable, the persons named in the table
have sole voting and investment power with respect to all shares of voting
securities shown as beneficially owned by them.
(3) Includes presently exercisable options to purchase (i) 10,000 shares at
$6.00 per share at any time until October 2003, and (ii) 60,000 shares at
$6.875 per share anytime until November 2004. Does not include shares
issuable upon exercise of 45,000 options that are not presently
exercisable.
(4) Represents stock options to purchase 10,000 shares at $6.00 per share at
any time until October 2003. Does not include shares issuable upon the
exercise of 5,000 options that are not presently exercisable.
(5) Represents options to purchase 2,500 shares at $6.00 per share at any time
until February 2005.
(6) In accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
Alan Docter, Adam Wagner, Rob Israel, Diane Israel, Lynne Israel, Gerald
Bedrin, Atti Vilpulla, David Weinberger, John Wagner, Daniel Marx, Paul
Beck, Eric Salomon, Steve Marvin and Colin Frey may be deemed a control
persons of the shares owned by SHA Cable Holdings.
(7) Includes 43,310 shares owned by his wife, Virginia M. Blanchard.
(8) Does not include shares issuable upon exercise of 30,000 options that are
not presently exercisable.
(9) Represents 5,000 options to purchase shares of common stock at $6.00 per
share at anytime until October 2004. Does not include shares issuable upon
exercise of 10,000 options that are not exercisable.
SUMMARY COMPENSATION TABLE
The following table discloses certain compensation paid to our Chief
Executive Officer for the calendar years ended December 31, 1999 and 1998.
Long Term
Compensation
Name and Principal Other Annual All Other Awards/Securities
Position Year Salary ($) Compensation Bonus Compensation Underlying Options(#)
- -------- ---- ---------- ------------ ----- ------------ ---------------------
William Conis, Chief
Executive Officer 1999 $27,259 - - - 100,000
1998 - - - - -
Raymond J. Meyers,
Former Chief Executive
Officer 1999 $162,795 - - - 20,000
1998 $140,005 - - - -
Option Grants in 1999
The following table provides the specified information concerning grants of
options to purchase ProtoSource's common stock made during 1999 to the Named
Executive Officers.
Individual Grants
-----------------
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted Fiscal Year Per Share Date
- ---- ------- ----------- --------- ----
William Conis 100,000 50.4% $6.875 2004
Raymond J. Meyers 20,000 10.1% $6.00 2004
Aggregate Option Exercises and 1999 Year-End Values
The following table provides the specified information concerning exercises
of options to purchase our common stock in 1999 and unexercised options held as
of December 31, 1999 by the Named Executive Officers.
Number of Securities Underlying Value of Unexercised
Unexercised Options at December In-the-Money Options at December
31, 1999 (shares) 31, 1999 (1)
------------------------------- --------------------------------
Number of
Shares
Acquired on Value
Name Exercise Realized Exercisable Unexerciseable Exercisable Unexerciseable
---- -------- -------- ----------- -------------- ----------- --------------
William Conis -0- -0- 5,000 110,000 $0 $0
Raymond Meyers -0- -0- 36,667 20,000 $91,668 $5,000
The closing stock price of the Common Stock on December 31, 1999, as reported on
the Nasdaq SmallCap Market was $6.25.
AVAILABILITY OF CERTAIN DOCUMENTS
INCLUDED HEREWITH ARE COPIES OF THE COMPANY'S FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1999 AND FORM 10-QSB FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2000. THIS PROXY STATEMENT ALSO REFERS TO CERTAIN DOCUMENTS OF THE
COMPANY THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. SUCH DOCUMENTS ARE
AVAILABLE TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY
STATEMENT IS DELIVERED, UPON ORAL OR WRITTEN REQUEST, WITHOUT CHARGE, DIRECTED
TO PROTOSOURCE CORPORATION, 2300 TULARE STREET, SUITE 210, FRESNO, CALIFORNIA
93721, TELEPHONE NUMBER (559) 486-8600. IN ORDER TO ENSURE TIMELY DELIVERY OF
THE DOCUMENTS, SUCH REQUESTS SHOULD BE MADE BY MARCH 31, 2001.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented to
the Annual Meeting. If any other business is properly brought before the Annual
Meeting, proxies in the enclosed form will be voted in respect thereof as the
proxy holders deem advisable.
It is important that the proxies be returned promptly and that your shares
be represented. Stockholders are urged to mark, date, execute and promptly
return the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors,
/s/ WILLIAM CONIS
-----------------
William Conis,
President
Fresno, California
March 19, 2001
PROXY PROXY
PROTOSOURCE CORPORATION
PROXY FOR ANNUAL MEETING TO BE HELD ON MAY 1, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM CONIS and MICHAEL GALES, or either
of them, as proxies, each with the power to appoint his substitute, to represent
and to vote all the shares of common stock of ProtoSource Corporation (the
"Company"), which the undersigned would be entitled to vote, at the Company's
Annual Meeting of Stockholders to be held on May 1, 2001 and at any adjournments
thereof, subject to the directions indicated on the reverse side hereof.
In their discretion, the Proxies are authorized to vote upon any other
matter that may properly come before the meeting or any adjournments thereof.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE, BUT IF
NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES AND FOR THE PROPOSALS LISTED ON THE REVERSE SIDE.
IMPORTANT--This Proxy must be signed and dated on the reverse side.
- --------------------------------------------------------------------------------
THIS IS YOUR PROXY
YOUR VOTE IS IMPORTANT!
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
ProtoSource Corporation to be held at the offices of the Company, on May 1, 2001
at 10:00 a.m. (local time).
Please read the proxy statement which describes the proposals and presents
other important information, and complete, sign and return your proxy promptly
in the enclosed envelope.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1-6
1. ELECTION OF DIRECTORS -- For Withhold
Nominees:
William Conis [_] [_]
Theodore Triantafilu [_] [_]
Andrew Stathopoulos [_] [_]
Michael A. Gales [_] [_]
- --------------------------------------------------------------------------------
(Except nominee(s) written above)
For Against Abstain
2. Proposal to approve the Company's 2000 [_] [_] [_]
Employee Stock Option Plan.
For Against Abstain
3. Proposal to approve the Company's 2000 [_] [_] [_]
Executive Stock Option Plan.
For Against Abstain
4. Proposal to approve an increase in the [_] [_] [_]
number of authorized shares of
common stock
For Against Abstain
5. Proposal to ratify Angell & Deering as [_] [_] [_]
independent auditors.
If you plan to attend the Annual Meeting please mark this box [_]
Dated:________________, 2001
Signature ______________________________________________________________________
Name (printed) _________________________________________________________________
Title __________________________________________________________________________
Important: Please sign exactly as name appears on this proxy. When signing as
attorney, executor, trustee, guardian, corporate officer, etc., please indicate
full title.
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE