SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
THINKPATH INC.
(Name of Registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(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:________(A)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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:
THINKPATH INC.
55 University Avenue, Suite 400
Toronto, Ontario M5J 2H7
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 24, 2003
TO THE SHAREHOLDERS OF THINKPATH INC.:
NOTICE IS HEREBY GIVEN, that a Special Meeting (the "Meeting") of
shareholders of Thinkpath Inc. (the "Company") will be held at 10:00 A.M. on
January 24, 2003, at the Company's executive offices located at 55 University
Avenue, Suite 400, Toronto, Ontario M5J 2H7, for the following purposes:
1. To vote upon the proposal to amend the Company's Articles of
Incorporation to increase the authorized number of the shares
of the Company's common stock from 100,000,000 to 800,000,000
in the form of special resolution being attached hereto as
Exhibit A; and
2. To transact such other business as may properly come before
the Meeting and any continuations and adjournments thereof.
Shareholders of record at the close of business on ####### are entitled
to notice of and to vote at the Meeting.
In order to ensure a quorum, it is important that the shareholders
representing a majority of the total number of shares issued and outstanding and
entitled to vote be present in person or represented by their proxies.
Therefore, whether you expect to attend the Meeting in person or not, please
sign, fill out, date and return the enclosed proxy in the self-addressed,
postage-paid envelope also enclosed. If a shareholder attends the Meeting and
prefers to vote in person, such shareholder can revoke such shareholder's proxy.
In addition, please note that abstentions and broker non-votes are each
included in the determination of the number of shares present and voting for
purposes of determining the presence or absence of a quorum for the transaction
of business. Neither abstentions nor broker non-votes are counted as voted
either for or against a proposal.
By Order of the Board of Directors, December 16, 2002
/s/ Declan A. French
Chairman of the Board of Directors
THINKPATH INC.
55 University Avenue, Suite 400
Toronto, Ontario M5J 2H7
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 24, 2003
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of Thinkpath Inc. (the "Company") for use
at the Special Meeting (the "Meeting") of shareholders of the Company to be held
on January 24, 2003 at 10:00 A.M. at the Company's executive offices located at
55 University Avenue, Suite 400, Toronto, Ontario M5J 2H7 and at any
continuation and adjournment thereof. Anyone giving a proxy may revoke it at any
time before it is exercised by giving the Chairman of the Board of Directors of
the Company written notice of the revocation, by submitting a proxy bearing a
later date, or by attending the Meeting and voting. This statement, the
accompanying Notice of Meeting and form of Proxy have been first sent to the
shareholders on or about #######.
In addition, please note that abstentions and broker non-votes are
included in the determination of the number of shares present and voting for
purposes of determining the presence or absence of a quorum for the transaction
of business. Neither abstentions nor broker non-votes are counted as voted
either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form, which
are received in time will be voted in accordance with the shareholder's
directions, and unless contrary directions are given, will be voted for the
proposals described below.
Please note that all references to dollar amounts in this Proxy, unless
otherwise indicated, are to United States dollars.
OWNERSHIP OF SECURITIES
Only shareholders of record at the close of business on #########, the
date fixed by the Board of Directors in accordance with the Company's By-Laws
(the "Record Date"), are entitled to vote at the Meeting. As of the date hereof,
there were 55,897,691 issued and outstanding shares of the Company's common
stock.
Each outstanding share of common stock is entitled to one vote on all
matters properly coming before the Meeting. A majority of the shares of the
outstanding common stock is necessary to constitute a quorum for the Meeting.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as of December 16, 2002 the names and
beneficial ownership of the Company's common stock beneficially owned, directly
or indirectly, by: (i) each person who is a director or executive officer of the
Company; (ii) all directors and executive officers of the Company as a group;
and (iii) all holders of 5% or more of the outstanding shares of the common
stock of the Company:
Name and Address of Amount and Nature of Percentage of Shares
Beneficial Owner (1) Beneficial Ownership (2) Outstanding
- -------------------- ------------------------ --------------------
Declan A. French 2,910,694 (3) 5.2%
Laurie Bradley -- --
Tony French 70,133 (4) *
Kelly Hankinson 180,167 (5) *
John Dunne 41,424 (6) *
Arthur S. Marcus 30,500 (7) *
Katherine Evans 100,336 (8) *
Denise Dunne-Fushi 4,450,000 8.0%
Stonestreet Capital 14,519,903 (9) 26.0%
Alpha Capital 6,272,695 (10) 11.2%
All Directors and Officers
as a Group (6 persons) (3 - 7) 3,333,254 5.9%
* Less than 1%.
(1) Except as set forth above, the address of each individual is 55 University
Avenue, Suite 400, Toronto, Ontario M5J 2H7.
(2) Based upon information furnished to the Company by the directors and
executive officers or obtained from the Company's stock transfer books. The
Company has been informed that these persons hold the sole voting and
dispositive power with respect to the common stock except as noted herein. For
purposes of computing "beneficial ownership" and the percentage of outstanding
common stock held by each person or group of persons named above as of December
16, 2002, except as indicated any security which such person or group of persons
has the right to acquire within 60 days after such date is deemed to be
outstanding for the purpose of computing beneficial ownership and the percentage
ownership of such person or persons, but is not deemed to be outstanding for the
purpose of computing the percentage ownership of any other person.
(3) Includes 101,333 shares of common stock issuable upon the exercise of
options granted to Declan A. French that are currently exercisable or
exercisable within the next 60 days. Also includes 1,647,103 shares of common
stock issued to Declan A. French as a bonus pursuant to his employment
agreement.
(4) Includes 126,167 shares of common stock issuable upon the exercise of
options that are currently exercisable or exercisable within the next 60 days.
(5) Includes 1,333 shares of common stock issuable upon the exercise of options
that are currently exercisable or exercisable within the next 60 days.
(6) Includes 1,333 shares of common stock issuable upon the exercise of options
that are currently exercisable or exercisable within the next 60 days.
(7) Includes 27,500 shares of common stock issuable upon the exercise of options
that are currently exercisable or exercisable within the next 60 days. Excludes
347,902 shares of common stock issued in the name of Gersten, Savage, Kaplowitz,
Wolf & Marcus, LLP, the Company's United States legal counsel, of which Mr.
Marcus is a partner.
(8) Includes 100,336 shares of common stock issued in consideration for
financial and accounting advisory services rendered.
(9) Does not include 366,718 shares of Common Stock issuable upon the exercise
of certain warrants.
(10) Does not include 16,652,432 shares of Common Stock issuable upon the
exercise of certain warrants, as well as shares of Common Stock which may be
issuable upon the conversion of $250,000 principal amount of convertible
debentures.
DESCRIPTION OF SECURITIES
The Company's total authorized capital stock currently consists of
100,000,000 shares of common stock, with no par value, and 1,000,000 shares of
preferred stock, with no par value per share. The following descriptions contain
all material terms and features of the Company's securities and are qualified in
all respects by reference to the Company's Articles of Incorporation and Bylaws,
each as amended.
Common Stock
The Company is currently authorized to issue up to 100,000,000 shares
of common stock, no par value per share, of which as December 16, 2002,
55,897,691 shares of common stock are outstanding, excluding the shares of
common stock to be issued (i) upon the conversion of the outstanding shares of
the 12% Senior Secured Convertible Debenture, and (ii) upon the exercise of all
outstanding warrants and options. All outstanding shares of common stock are,
and all shares of common stock to be outstanding upon the conversion of the
outstanding shares of 12% Senior Secured Convertible Debenture, and the exercise
of outstanding warrants and options (assuming the approval of Proposal 1), will
be validly authorized and issued, fully paid, and non-assessable.
The holders of common stock are entitled to one vote for each share
held of record on all matters submitted to a vote of shareholders. Holders of
common stock are entitled to receive ratably dividends as may be declared by the
Company's Board of Directors out of funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, holders of the
common stock are entitled to share ratably in all assets remaining, if any,
after payment of liabilities. Holders of common stock have no preemptive rights
and have no rights to convert their shares of common stock into any other
securities.
Pursuant to the Business Corporation Act, Ontario, a shareholder of an
Ontario Corporation has the right to have the corporation pay the shareholder
the fair market value for his shares of the corporation in the event such
shareholder dissents to certain actions taken by the corporation, such as
amalgamation or the sale of all or substantially all of the assets of the
corporation and such shareholder follows the procedures set forth in the
Business Corporation Act, Ontario.
Preferred Stock
The Company's Articles of Incorporation authorize the issuance of up to
1,000,000 shares of preferred stock with designations, rights and preferences
determined from time to time by its Board of Directors. Accordingly, the
Company's Board of Directors is empowered, without shareholder approval, to
issue preferred shares with dividend, liquidation, conversion, or other rights
that could adversely affect the rights of the holders of the common stock.
Series A 8% Convertible Preferred Stock
There were 17,500 shares of Series A 8% Convertible Preferred Stock
authorized and issued, none of which remain outstanding.
Series B 8% Convertible Preferred Stock
There were 1,500 shares of Series B 8% Convertible Preferred Stock
authorized and issued, none of which remain outstanding.
Series C 7% Convertible Preferred Stock
Pursuant to a share purchase agreement dated April 18, 2001, (the
"Series C Preferred Stock Purchase Agreement") as amended on June 6, 2001, the
Company issued 1,230 shares of Series C 7% Cumulative Convertible Preferred
Stock (the "Series C Preferred Stock"). Each share of Series C Preferred Stock
has a stated value of $1,000 per share. The shares of Series C Preferred Stock
are convertible into shares of the Company's common stock at the option of the
holders, at any time after issuance until such shares of Series C Preferred
Stock are manditorily converted or redeemed by the Company, under certain
conditions. As of December 16, 2002, there were no Series C Preferred Stock
outstanding. Certain investors have the right to purchase an additional 500
shares of Series C Preferred Stock for $500,000.
As of December 16, 2002, all of the 1,230 shares of Series C
preferred stock have been converted into an aggregate of 25,267,242 shares of
common stock. As of December 16, 2002, all 723,436 warrants issued in connection
with the purchase of the Series C Preferred Stock remain outstanding and none
have been exercised.
12% Senior Secured Convertible Debenture
Pursuant to a share purchase agreement dated December 5, 2002, the
Company entered into a share purchase agreement (the "12% Senior Secured
Convertible Debenture Agreement"), with a syndicate of investors for debentures
of up to $3,000,000. The first debenture of $800,000 was purchased together with
warrants on closing. The debenture will become due twelve months from the date
of issuance. The investors will have the right to acquire up to $800,000 worth
of our common stock at a price of $.0175.
As of December 16, 2002, if the first debenture of $800,000 was to be
converted and all common stock warrants were to be exercised we would be
obligated to issue approximately 91,428,571 shares of our common stock.
Common Stock Purchase Warrants
There are outstanding warrants to purchase an aggregate of
59,590,996 shares of the Company's common stock. 475,000 of the warrants are
exercisable at any time and in any amount until December 30, 2004 at a purchase
price of $3.24 per share, 250,000 of the warrants are exercisable at any time
and in any amount until April 16, 2005 at a purchase price of $3.71 per share,
500,000 of the warrants are exercisable at any time and in any amount until
March 15, 2005 at a purchase price of $3.25 per share, 100,000 of the warrants
are exercisable at any time and in any amount until June 1, 2004 at a purchase
price of $3.25 per share, 225,000 of the warrants are exercisable at any time
and in any amount until July 6, 2005, 532,534 of the warrants are exercisable at
any time and in any amount until August 22, 2005 at a purchase price of $2.4614
per share, 230,693 of the warrants are exercisable at any time and in any amount
until August 22, 2005 at a purchase price of $1.00 per share, 100,000 of the
warrants are exercisable at any time and in any amount until January 20, 2006 at
$1.50 per share, 663,484 of the warrants are exercisable at any time and in any
amount until April 18, 2006 at a purchase price of $.5445 per share, 100,000 of
the warrants are exercisable at any time and in any amount until April 4, 2003
at a purchase price of $.17 per share, 100,000 of the warrants are exercisable
at any time and in any amount until April 4, 2004 at a purchase price of $.17
per share, 45,714,285 of the warrants are exercisable at any time and in any
amount until December 5, 2009 at a purchase price of $.0175 per share, and
10,600,000 of the warrants are exercisable at any time and in any amount until
September 30, 2003 at a purchase price of $.025 per share. The Company may call
any unexercised portion of 963,239 of the 13,876,711 warrants and require their
exercise as follows if the Company's common stock, as reported on the Nasdaq
SmallCap Market, closes above the bid price indicated for any ten consecutive
business days: (i) 1/3 of such unexercised warrants at $6.00 per share, (ii) 1/3
of such unexercised warrants at $7.50 per share; and (iii) 1/3 of such
unexercised warrants at $9.00 per share.
Warrant-holders are not entitled, by virtue of being
warrant-holders, to receive dividends, to vote at or receive notice of any
meeting of shareholders or to exercise any other rights whatsoever as
shareholders. In order to receive one share of the Company's common stock a
warrant-holder must surrender one warrant, accompanied by payment of the
aggregate exercise price of the warrants to be exercised, which payment may be
made, at the warrant-holder's election, in cash or by delivery of a cashiers or
certified check or any combination of the foregoing. Upon receipt of duly
executed warrants and payment of the exercise price, the Company will issue and
cause to be delivered to warrant-holders certificates representing the number of
shares of common stock so purchased.
THIS PROXY STATEMENT CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE
RISKS AND UNCERTAINTITIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY
FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN
FACTORS, INCLUDING THOSE SET FORTH BELOW AND ELSEWHERE IN THIS PROXY STATEMENT.
PROPOSAL 1
TO VOTE UPON THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF THE SHARES OF THE COMPANY'S COMMON STOCK FROM
100,000,000 TO 800,000,000 SHARES.
The Board has adopted a resolution unanimously approving and
recommending to the Company's shareholders for their approval an amendment to
the Company's Articles of Incorporation to provide for an increase in the
authorized number of shares of common stock from 100,000,000 to 800,000,000
shares. IN THE FORM OF A SPECIAL RESOLUTION ATTACHED HERETO AS EXHIBIT A.
As of December 16, 2002, there were 59,590,996 shares issued and
outstanding shares of common stock excluding: (i) 8,370,000 shares issuable upon
the exercise of options issued under the Company's 1998, 2000, 2001 and 2002
Stock Option Plans; (ii) 59,590,996 shares of common stock underlying warrants
issued in private transactions with exercise prices ranging between $0.0175 and
$3.71; (iii) up to approximately 45,714,285 shares of common stock issuable upon
the conversion of the 12% Senior Secured Convertible Debenture.
The Board of Directors believes the increase in the authorized
number of shares of common stock is in the best interests of the Company to have
them available for, among other things, possible issuance in connection with
future acquisitions or financing activities. In addition, it is necessary to
authorize such shares to have them available: (i) for issuance upon the
conversion of the outstanding shares of the 12% Senior Secured Convertible
Debenture; (ii) for issuance upon the exercise of the issued and outstanding
warrants; and, (iii) for issuance upon the exercise of the issued and
outstanding options. In addition, the additional shares of common stock would be
available for any proper corporate purpose including, without limitation, the
issuance in private or public sales as a means of raising working capital, as
consideration to be paid by the Company for the acquisition of other businesses
and properties, the issuance of stock splits or dividends and the implementation
of employee benefit plans.
The additional shares of common stock could be issued for any proper
corporate purpose by the Board of Directors at any time without further
shareholder approval, subject to applicable law. Except as described above,
further authorization from the Company's shareholders will not be solicited
prior to the issuance of common stock. The voting and equity ownership rights of
the Company's shareholders will be diluted by such issuances. Shareholders will
not have preemptive rights to subscribe for shares of common stock, unless the
Company grants such rights at the time of issue. Except as contemplated herein,
the Company currently has no plans or proposals to issue any of the additional
shares of common stock.
The Board of Directors is required to make any determination to issue
shares of common stock based on its judgment as to the best interests of the
Company. Except as contemplated herein, the Company's Board of Directors has no
present intention of issuing additional shares of common stock. Addition
issuances of shares of common stock could, depending on the circumstances, make
more difficult or discourage any attempt to obtain control of the Company by
means of a merger, tender offer, proxy contest or otherwise. When in the
judgment of the Board of Directors such use would be in the best interest of the
Company, such shares could be used to create voting or other impediments or to
discourage persons seeking to gain control of the Company. Such shares could be
privately placed with purchasers favorable to the Board of Directors in opposing
such action. The issuance of new shares of common stock also could be used to
dilute the stock ownership of a person or entity seeking to obtain control of
the Company should the Board consider the action of such entity or person not to
be in the best interest of the Company. Any such issuance could also have the
effect of diluting the earnings per share, book value per share and/or voting
power of the common stock.
Shareholder Vote Required
The ratification of the proposal to amend the Company's Articles of
Incorporation to increase the authorized number of the shares of the Company's
common stock from 100,000,000 to 800,000,000 shares will require the affirmative
vote of 2/3 of the shares of common stock in person or represented by proxy at
the Meeting and entitled to vote on the change of the corporate name. If 2/3 of
the shares of common stock present in person or represented by proxy at the
Meeting vote in favor of amending the Company's Articles of Incorporation to
increase the authorized number of shares of the Company's common stock from
100,000,000 to 800,000,000 shares, the Company will file with the Minister of
Consumer and Business Services for the Province of Ontario articles of amendment
to effect such increase in the authorized shares of the Company's common stock.
In the event the Company is unable to amend its Articles of
Incorporation to increase the authorized number of shares, it will be unable to
issue all of the necessary shares upon the conversion of the Convertible
Debentures and the exercise of outstanding warrants and options and would make
it impossible to raise additional necessary capital, which would have a
materially adverse effect on the Company's operations and financial condition.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE IN FAVOR OF THE
RATIFICATION OF THE PROPOSAL TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF THE SHARES OF THE COMPANY'S COMMON STOCK FROM
100,000,000 TO 800,000,000 SHARES.
SECTION 16(a) REPORTING
Under the securities laws of the United States, the Company's
directors, its executive (and certain other) officers, and any persons holding
10% or more of the Company's common stock must report their ownership of the
Company's common stock and any changes in that ownership to the Securities and
Exchange Commission. Specific due dates for these reports have been established.
During the year ended December 31, 2001, the Company believes all reports
required to be filed under Section 16(a) were filed on a timely basis.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting, which will be presented for consideration
at the Meeting. However, it is possible that certain proposals may be raised at
the Meeting by one or more shareholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy with his or her or its best
judgement.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.
SHAREHOLDER PROPOSALS
In order to be included in the proxy materials for the Company's next
Annual Meeting of shareholders, shareholder proposals must be received by the
Company on or before June 1, 2003.
FORM 10-KSB
A copy of the Company's annual report on Form 10-KSB for the fiscal
year ended December 31, 2001 as filed with the Securities and Exchange
Commission is available to shareholders free of charge by writing to:
Thinkpath Inc.
55 University Avenue, Suite 400
Toronto, Ontario M5J 2H7
Attention: Corporate Secretary
FINANCIAL STATEMENTS
The Company's audited consolidated financial statements for the fiscal
year ended December 31, 2001 and the related Management's Discussion and
Analysis of Financial Condition and Results of Operations are included in the
Company's Form 10-KSB and are incorporated by herein by reference.
By order of the Board of Directors, December 16, 2002
/s/ Declan A. French
Chairman of the Board of Directors
EXHIBIT A
SPECIAL RESOLUTION OF THE SHAREHOLDERS
OF
THINKPATH INC.
(the "Corporation")
RESOLVED THAT
RECITALS:
A. The Articles of the Corporation be amended as follows:
1. to change the authorized share capital of the Corporation by
increasing the number of common shares that the Corporation is
authorized to issue from 100,000,000 to 800,000,000
B. any one officer or director of the Corporation is hereby authorized and
directed on behalf of the Corporation to deliver Articles of Amendment, in
duplicate, to the Director under the Business Corporations Act and to sign and
execute all documents and to do all things necessary or advisable in connection
with the foregoing; and
C. the board of directors of the Corporation is hereby authorized to revoke this
special resolution without further approval of the shareholders of the
Corporation at any time prior to the endorsement by the Director under the
Business Corporations Act, of a certificate of amendment of articles in respect
of the amendments referred to above.
EXHIBIT B
GENERAL PROXY - SPECIAL MEETING OF SHAREHOLDERS OF THINKPATH.INC.
The undersigned hereby appoints Declan A. French, with full
power of substitution, proxy to vote all of the shares of common stock of the
undersigned and with all of the powers the undersigned would possess if
personally present, at the Speciall Meeting of Shareholders of Thinkpath Inc.
(the "Company"), to be held at the principal executive offices of the Company
located at 55 University Avenue, Suite 400, Toronto, Ontario, Canada on January
24, 2003 at 10:00 A.M. local time and at all adjournments thereof, upon the
matters specified below, all as more fully described in the Proxy Statement
dated ######## and with the discretionary powers upon all other matters which
come before the meeting or any adjournment thereof.
This Proxy is solicited on behalf of Thinkpath Inc.'s Board of Directors.
1. To vote upon the proposal to amend the Company's Articles of
Incorporation to increase the authorized number of shares of the
Company's common stock from 100,000,000 to 800,000,000 shares.
_____ FOR _____AGAINST _____ABSTAIN
2. In their discretion, upon such other matter or matters that may
properly come before the meeting, or any adjournments thereof.
(Continued and to be signed on the other side)
(Continued from other side)
Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 and 2.
The undersigned hereby acknowledges receipt of a copy of the accompanying Notice
of Special Meeting and Proxy Statement and hereby revokes any proxy or proxies
heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date: , 2002
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(Print name of Shareholder)
(Print name of Shareholder)
Signature
Signature
Number of Shares