SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Advanced Photonix, 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.
[ ] 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:
_______________________________________________________________________
Notice of Annual Meeting of Shareholders
To Be Held
August 23, 2002
To the Shareholders of Advanced Photonix, Inc.:
You are invited to attend the Annual Meeting of Shareholders (the "Annual
Meeting") of Advanced Photonix, Inc. (the "Company"), which will be held at the
Company's corporate office, 1240 Avenida Acaso, Camarillo, California, at 10:00
a.m., Pacific time, on August 23, 2002, to consider the following matter:
(1) The election of four Directors to hold office until the next Annual Meeting
of Shareholders and until their respective successors are duly elected and
qualified. The persons nominated by the Board of Directors (Richard D.
Kurtz, Brock Koren, M. Scott Farese, and Stephen P. Soltwedel) are
described in the accompanying Proxy Statement.
The Board of Directors has fixed the close of business on June 28, 2002 as the
record date for the Annual Meeting. Only shareholders who owned the Company's
Common Stock at the close of business on June 28, 2002 will be entitled to
notice of, and to vote at, the Annual Meeting or any adjournments or
postponements thereof. Shares can be voted at the Annual Meeting only if the
holder is present or represented by proxy.
The accompanying form of proxy is solicited by the Board of Directors of the
Company. Reference is made to the attached Proxy Statement for further
information with respect to the business to be transacted at the Annual Meeting.
A complete list of Shareholders entitled to vote at the Annual Meeting shall be
open to the examination of any stockholder, for any purpose relevant to the
Annual Meeting, during ordinary business hours, for a period of at least 10 days
prior to the Annual Meeting, at the Company's principal office, 1240 Avenida
Acaso, Camarillo, CA 93012.
Shareholders are cordially invited to attend the Annual Meeting. Whether or not
you expect to attend the Annual Meeting in person, please complete, date and
sign the accompanying proxy card and return it without delay in the enclosed
postage prepaid envelope. Your proxy will not be used if you are present and
prefer to vote in person or if you revoke the proxy.
By Order of the Board of Directors
/s/ Susan A. Schmidt
----------------------------------
Susan A. Schmidt
July 22, 2002 Secretary
Proxy Statement
Annual Meeting of Shareholders
August 23, 2002
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Advanced Photonix, Inc., a Delaware corporation
(the "Company"), for use at the 2002 Annual Meeting of Shareholders of the
Company and for any adjournments or postponements thereof (the "Annual Meeting")
to be held at the Company's corporate office, 1240 Avenida Acaso, Camarillo,
California, at 10:00 a.m., Pacific time, on August 23, 2002, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. A Board
of Directors' proxy (the "Proxy") for the Annual Meeting is enclosed, by means
of which you may vote as to the proposal described in this Proxy Statement.
All Proxies that are properly completed, signed and returned to the Company
prior to the Annual Meeting, and which have not been revoked, will be voted in
accordance with the stockholder's instructions contained in such Proxy. In the
absence of instructions, shares represented by such Proxy will be voted FOR the
election of the four nominees to the Board of Directors. The Board of Directors
is not aware of any business to be presented at the Annual Meeting except the
matter set forth in the Notice and described in the Proxy Statement. If any
other matters come before the Annual Meeting, the persons named in the
accompanying Proxy will vote on those matters in accordance with their best
judgment. A stockholder may revoke his or her Proxy at any time before it is
exercised by filing with the Secretary of the Company at its offices at 1240
Avenida Acaso, Camarillo, CA 93012, either a written notice of revocation or a
duly executed Proxy bearing a later date, or by appearing in person at the
Annual Meeting and expressing a desire to vote his or her shares in person.
This Proxy Statement and the accompanying Notice of Annual Meeting of
Shareholders, Proxy and 2002 Annual Report to Shareholders are being sent to
Shareholders on or about July 22, 2002.
VOTING SECURITIES
June 28, 2002 has been fixed as the record date for the determination of
Shareholders entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof. As of that date, the Company had
outstanding 12,251,339 shares of Class A and Class B Common Stock, $.001 par
value. A quorum, representing a majority of the total outstanding shares, must
be established for the meeting to be held and any action to be taken. The
presence, in person or by proxy, of shareholders entitled to cast a majority of
votes will constitute a quorum for the Annual Meeting. Holders of Class A and
Class B Common Stock are entitled to one vote for each share owned. As a
plurality of votes cast is required for the election of directors, abstentions
and broker non-votes will have no effect on the outcome of the election.
Brokers holding shares for beneficial owners must vote those shares according to
the specific instructions they receive from beneficial owners. If specific
instructions are not received, brokers may vote those shares in their
discretion, depending on the type of proposal involved. The Corporation believes
that, in accordance with American Stock Exchange rules applicable to such voting
by brokers, brokers will have discretionary authority to vote on matters
relating to the election of directors. Shares as to which brokers have not
exercised such discretionary authority or received instructions from beneficial
owners are considered "broker non-votes."
1
ELECTION OF DIRECTORS
A Board of four Directors of the Company is to be elected at the Annual Meeting,
each to serve, subject to the provisions of the Company's by-laws, until the
next Annual Meeting of Shareholders and until his successor is duly elected and
qualified. It is management's recommendation that the accompanying form of Proxy
be voted FOR the election as Directors of the four persons named below, all of
whom are currently Directors of the Company. The Board of Directors believes
that the nominees named below are willing to serve as Directors. However, in the
event that any of the nominees should become unable or unwilling to serve as a
Director, the Proxy will be voted for the election of such person or persons as
shall be designated by the Board of Directors. The Board of Directors does not
have a nominating committee. After this election, three vacancies will exist on
the Board that are not intended to be filled at this time.
The following persons are nominees for election as Directors:
Name Age Position
---- --- --------
Richard D. Kurtz 50 Chairman of the Board
Brock Koren 38 Director, President
and Chief Executive Officer
M. Scott Farese 45 Director
Stephen P. Soltwedel 55 Director
Set forth below is certain information relating to the other officers of the
Company:
Name Age Position
---- --- --------
Susan A. Schmidt 37 Chief Financial Officer
and Secretary
Paul Sharman 44 Vice President, Operations
Richard D. Kurtz - Chairman of the Board
----------------------------------------
Mr. Kurtz became a Director of the Company in February 2000 and was elected
Chairman of the Board in July 2000. He is currently an equity owner and Director
of Client Services and Strategic Planning for Quantum Compliance Systems Inc.
Mr. Kurtz joined Quantum, a privately owned software company specializing in the
development and installation of Environmental Health and Safety Management
systems, in July 2001. Prior to joining Quantum, Mr. Kurtz's career reflects 25
years in sales, marketing and strategic planning for various aerospace,
automotive, distribution and medical companies. Most recently, he was Vice
President of Sales and Marketing for Filtertek Inc., an ESCO Technology company,
for over 13 years.
Brock Koren - Director, President and Chief Executive Officer
-------------------------------------------------------------
Mr. Koren joined the Company in July 1998 and was promoted from Vice President,
Sales and Marketing to President and Chief Executive Officer in October 1999, at
which time he also became a Director of the Company. From 1992 until 1998, he
was employed by Hamamatsu, a leading manufacturer of devices for generation and
measurement of infrared, visible, and ultraviolet light, as a Regional Sales
Engineer. In addition to his position on the API Board of Directors, Mr. Koren
also serves as a Director for BioCal, a privately held company located in
Southern California, specializing in DNA Parentage testing and DNA Souvenir.
2
M. Scott Farese - Director
--------------------------
Mr. Farese became a director of the Company in August 1998. He is currently a
Business Unit Director for Filtertek Inc. Mr. Farese joined Filtertek in 1991.
Filtertek, a subsidiary of ESCO Technologies, is the largest worldwide producer
of custom filtration products and fluid control devices and the world's largest
manufacturer of custom molded filter elements.
Stephen P. Soltwedel - Director
-------------------------------
Mr. Soltwedel became a director of the Company in February 2000. Since 1972, he
has been employed by Filtertek, Inc. and is currently Vice President and Chief
Financial Officer. Prior to joining Filtertek, Mr. Soltwedel was employed by the
public accounting firm of Baillies Denson Erickson & Smith in Lake Geneva, WI.
Susan A. Schmidt - Chief Financial Officer and Secretary
--------------------------------------------------------
Ms. Schmidt joined the Company in March 2000. From 1997 to 2000, she was
Director of Finance - Amphitheaters for SFX Entertainment, Inc. in Encino, CA.
SFX was a New York-based promoter and producer of live entertainment events.
From 1992 to 1997 she was Controller for Revchem Plastics, Inc., a privately
held distribution company serving the reinforced plastics industry, and Durall
Plastics, Inc., Revchem Plastics Inc.'s sister manufacturing company in Rialto,
CA.
Paul Sharman - Vice President Operations
----------------------------------------
Mr. Sharman joined API in June 1990. From 1995 to 1999, he was the Director of
Quality and Reliability. From 1999 to March 2000, he held the position of
Director of Operations and in March 2000, he was promoted to Vice President of
Operations.
Directors serve annual terms until the next annual meeting of Shareholders and
until their successors are elected and qualified. Officers serve at the pleasure
of the Board of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 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 (collectively the "Reporting Persons")
to file reports of beneficial ownership and changes in beneficial ownership of
the Company's equity securities with the Securities and Exchange Commission and
to furnish the Company with copies of these reports. Based solely on its review
of the copies of the forms received by it, the Company believes that all of its
officers and directors complied with all filing requirements applicable to them,
except with respect to the late filings of Form 4 by Richard Kurtz and Stephen
Soltwedel to report option grants made in April 2001 and August 2001, which were
reported in October 2001; the late filings of Form 4 by Brock Koren, Paul
Sharman and Susan Schmidt to report an April 2001 option grant, which was
reported in September 2001; and the late filings of Form 4 by M. Scott Farese to
report option grants made in April 2001 and August 2001, both of which were
reported in October 2001, and to report a stock purchase made in October 2001,
which was reported in December 2001.
Meetings and Committees of the Board of Directors
-------------------------------------------------
The Board of Directors held seven meetings during the fiscal year ended March
31, 2002. The Board of Directors has the following standing committees:
Compensation Committee, Audit Committee and Special Committee. The Compensation
Committee was established to evaluate directors and management compensation
plans as well as the Company's stock option and incentive plans. The
Compensation Committee did not meet independently during fiscal 2002; rather,
all compensation matters were decided during the regular board meetings. The
members of the Compensation Committee are Mr. Farese and Mr. Kurtz.
The Special Committee was established during fiscal year 2002 to focus on the
Corporation's demands for governance, future development and any other duties
assigned by the Board of Directors. The Special Committee did not meet
independently during fiscal 2002; all discussions and decisions were made as
part of the regular board meetings. The members of the Special Committee are Mr.
Farese, Mr. Kurtz and Mr. Soltwedel.
3
The Audit Committee is comprised of three independent directors: Mr. Soltwedel,
Mr. Kurtz and Mr. Farese. All of the members of the Audit Committee are
independent directors as defined by Rule 4200(a)(15) of the National Association
of Securities Dealers listing standards. The Audit Committee held three regular
meetings during the fiscal year ended March 31, 2002. As set forth in the Audit
Committee Charter, the Audit Committee is responsible for, among other things,
(a) reviewing the professional services and independence of the independent
auditors, (b) ensuring that the scope of the annual external audit is
sufficiently comprehensive, (c) reviewing, in consultation with the independent
auditors, the plan and results of the annual audit and the adequacy of the
Company's internal control systems and (d) reviewing the results of such audit.
Audit Committee Report
----------------------
The Audit Committee of the Company's Board of Directors is composed of three
independent Directors and operates under a written charter adopted by the Board
of Directors and the Audit Committee. The Audit Committee assists the Board,
through review and recommendation, in its oversight responsibility related to
the quality and integrity of the Company's financial information and reporting
functions, the adequacy and effectiveness of the Company's system of internal
accounting and financial controls, and the independent audit process.
The Company's management has the primary responsibility for the quality and
integrity of the financial statements and the reporting process including the
system of internal controls. The Company's independent public accountants,
Farber & Hass LLP, are responsible for performing an audit and expressing an
opinion as to whether the Company's financial statements are fairly presented,
in all material respects, in conformity with generally accepted accounting
principles. In fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements in the Annual Report on Form 10-KSB
with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.
The Audit Committee reviewed with the independent auditors, their judgments as
to the quality, not just the acceptability, of the Company's accounting
principles and such other matters as are required to be discussed with the Audit
Committee under generally accepted auditing standards. In addition, the Audit
Committee has discussed with the independent auditors the auditors' independence
from management and the Company including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
nonaudit services with the auditors' independence.
The Audit Committee discussed with the Company's independent auditors the
overall scope and plans for their audit. The Audit Committee meets with the
independent auditors, with and without management present, to discuss the
results of their examinations, their evaluations of the Company's internal
controls, and the overall quality of the financial reporting.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board of Directors has
approved) that the audited financial statements be included in the Annual Report
on Form 10-KSB for the year ended March 31, 2002 for filing with the Securities
and Exchange Commission. The Audit Committee and the Board of Directors have
also recommended the selection of Farber & Hass LLP as Advanced Photonix's
independent auditors.
SUBMITTED BY THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Stephen Soltwedel
Richard Kurtz
M. Scott Farese
4
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or accrued by the Company
for services rendered to the Company's Chief Executive Officer and to each of
the other executive officers of the Company whose cash compensation exceeded
$100,000 for services rendered during the last three fiscal years.
SUMMARY COMPENSATION TABLE
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------- ------ -------
Other Securities
Annual Restricted Underlying LTIP All Other
Fiscal Salary Bonus Compensation Stock Awards Options Payouts Compensation
Name and Principal Position Year ($) ($) ($) ($) (#) ($) ($) (1)
--------------------------- ---- ---- ---- ---- ---- ---- ---- ----
Brock Koren 2002 175,000 - - - 100,000 - 16,300
President and Chief Executive 2001 175,000 - - - 50,000 - 9,400
Officer 2000 175,000 12,500 - - 200,000 - 8,600
------------------------------------------------------------------------------------------------------------------------
(1) Represents amounts paid by the Company on behalf of the named person in connection with the Company's 401(k)
Retirement Plan, vacation pay and car allowance.
Employment Agreements
---------------------
The Company currently has no employment agreements with any employee.
Stock Options
-------------
The following tables set forth certain information concerning stock options
granted to the persons named in the Summary Compensation Table during the last
fiscal year and unexercised stock options held by such persons at the end of
such fiscal year.
Option Grants in Fiscal 2002
Individual Grants
-----------------
Number of
Securities % of Total
Underlying Options Granted Exercise or
Options to Employees in Base Price Expiration
Name(1) Granted(#) Fiscal Year ($/Sh)(2) Date
------- ----------- --------------- ----------- ----------
Brock Koren 100,000 11% $.80, $.67 4/20/11, 2/20/12
--------------------------------------------------------------------------------
(1) See "Summary Compensation Table" for principal position.
(2) Includes two option grants of 50,000 each, the first vesting in three equal
installments over two years and the second vesting in full six months from
the date of grant.
Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values
Number of Securities Underlying Value of Unexercised
Shares Unexercised Options at In-the-Money Options
Acquired on Value Fiscal Year End(#) at Fiscal Year End($)
Name(1) Exercise(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
------- ----------- -------- ------------------------- -------------------------
Brock Koren - - 196,667/228,333 $57,200/$105,500
-----------------------------------------------------------------------------------------------------------
(1) See "Summary Compensation Table" for principal position.
5
Compensation of Directors
-------------------------
During 2002, each independent member of the Board of Directors received a
directors' fee in the amount of $2,500 for each meeting attended, subject to a
maximum of $10,000 payable to each independent director. In addition, all
directors, including employee directors, are reimbursed for reasonable travel
expenses incurred in connection with their attending meetings of the Board of
Directors and committees. Each of the directors who is not an employee of the
Company is also eligible for grants of stock options upon their appointment to
the Board of Directors and all directors are eligible for stock option grants on
a discretionary basis so long as they remain on the Board under the Advanced
Photonix 2000 Stock Option Plan. Directors who are also officers of the Company
do not receive cash compensation in consideration for their services as
directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 28, 2002, certain information
concerning the holdings of each person who was known by the Company to be the
beneficial owner of more than five percent (5%) of the outstanding shares of
Class A Common Stock of the Company, by each director and executive officer and
by all directors and officers as a group.
Class A Common Stock
------------------------------------------
Shares Under
Shares Exercisable Percent
Owned Options/Warrants(1) Voting(2)
------ ------------------- ---------
Richard D. Kurtz(3) 45,000 420,000 3.7
Brock Koren(3) 10,000 328,334 2.7
Stephen P. Soltwedel(3) 10,000 300,000 2.5
M. Scott Farese(3) 15,000 289,000 2.4
Paul Sharman(3) 5,000 72,001 .6
Susan A. Schmidt(3) 500 50,001 .4
Directors & Officers as a Group 85,500 1,459,336 11.2
-------------------------------------------------------------------------------
(1) Includes shares under options exercisable on June 28, 2002 and options which
become exercisable within 60 days thereafter.
(2) Represents voting power assuming beneficial owner exercises all exercisable
options and warrants.
(3) The address of this shareholder is c/o Advanced Photonix, Inc.
1240 Avenida Acaso, Camarillo, CA 93012.
The following table sets forth, as of June 28, 2002, the aggregated information
pertaining to all securities authorized for issuance under the Company's equity
compensation plans:
Number of
Securities to be
issued upon Weighted-average
exercise of exercise price Number of
outstanding of outstanding securities
options, options, remaining
warrants and warrants and available for
Plan Category rights rights future issuance
------------- ------ ------ ---------------
Equity compensation plans 2,090,034 $1.44 684,889
approved by shareholders
Equity compensation plans
not approved by shareholders - - -
Total 2,090,034 $1.44 684,889
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See "Executive Compensation".
6
RELATIONSHIP WITH INDEPENDENT AUDITORS
Farber & Hass LLP, independent auditors, audited the Company's financial
statements for fiscal years 2000-2002, and have been selected to audit the
Company's financial statements for fiscal year 2003. Representatives of Farber &
Hass are expected to be present at the Annual Meeting to respond to appropriate
questions from Shareholders and to make a statement if they desire to do so.
Independent Auditor Fees
------------------------
The following table sets forth the aggregate fees billed to the Company for the
fiscal year ended March 31, 2002, by the Company's independent auditor, Farber &
Hass LLP.
Audit Fees $ 35,350
Financial Information Systems
Design and Implementation Fees $ -0-
All Other Fees $ 18,884
------------
Total Fees $ 54,234
The Audit Committee has considered and determined that the provision of services
described above under "All Other Fees" is compatible with maintaining the
auditor's independence.
EXPENSES
The entire cost of preparing, assembling, printing and mailing the Proxy
Statement, the enclosed Proxy, Annual Report and other materials, and the cost
of soliciting Proxies with respect to the Annual Meeting, will be borne by the
Company. The Company will request banks and brokers to solicit their customers
who beneficially own shares listed of record in names of nominees, and will
reimburse those banks and brokers for the reasonable out-of-pocket expenses of
such solicitations. The solicitation of Proxies by mail may be supplemented by
telephone and telegram by officers and other regular employees of the Company,
but no additional compensation will be paid to such individuals.
SHAREHOLDER PROPOSALS
Proposals of Shareholders intended to be presented at the Annual Meeting of
Shareholders in 2003 must be received at the Company's principal executive
office no later than March 17, 2003.
By Order of the Board of Directors
/s/ Susan A. Schmidt
----------------------------------
Camarillo, California Susan A. Schmidt
July 22, 2002 Secretary
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS PROXY
STATEMENT, ON THE WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED MARCH 31, 2002 AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, BUT EXCLUDING EXHIBITS). SUCH REQUESTS SHOULD BE DIRECTED TO
CORPORATE SECRETARY, 1240 AVENIDA ACASO, CAMARILLO, CALIFORNIA 93012.
7
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ADVANCED PHOTONIX, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
AUGUST 23, 2002
The undersigned hereby constitutes and appoints Richard D. Kurtz and M. Scott
Farese or any one of them, as proxies, with full power of substitution, to vote
all shares of stock of Advanced Photonix, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at the Company's Corporate
office, 1240 Avenida Acaso, Camarillo, California, at 10:00 o'clock A.M.,
Pacific Time, on August 23, 2002, or at any adjournments or postponements
thereof:
(1) Election of Directors
FOR all nominees listed below (except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY to vote for all nominees listed below [ ]
Richard D. Kurtz, Brock Koren, M. Scott Farese, Stephen P. Soltwedel
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the above list.)
(2) To transact such other business as may properly come before the meeting or
any adjournment or postponements thereof.
(PLEASE SIGN ON REVERSE SIDE)
--------------------------------------------------------------------------------
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED, OR IF NO
SPECIFICATIONS ARE MADE, WILL BE VOTED BY THE PROXIES FOR THE ELECTION OF THE
ABOVE NOMINEES FOR DIRECTOR, AND TO USE THEIR DISCRETION TO VOTE ON ANY OTHER
MATTER AS MAY PROPERLY COME BEFORE THE MEETING.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING AND ANNUAL
REPORT FURNISHED HEREWITH.
Dated:_____________________, 2002
_________________________________
Signature of Stockholder
_________________________________
Signature of Stockholder
Note: When signing as attorney-in-fact, executor, administrator, trustee or
guardian, please add your title as such, and if signer is a corporation, please
sign with full corporate name by duly authorized officer or officers and affix
the corporate seal. Where stock is issued in the name of two or more persons,
all such persons should sign. Please date, sign and return in the enclosed
envelope promptly.