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 240.14-12
DGSE Companies , Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
1) Title of each class 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 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 filling 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 No.:______________________________
3) Filing Party; ___________________________________________________
4) Date Filed: _____________________________________________________
DGSE Companies, INC.
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held June 27, 2005
Notice is hereby given that the Annual Meeting of Shareholders of DGSE
Companies, Inc. will be held on Monday, June 27, 2005, at 6:00 P.M. at the
Company's executive offices at 2817 Forest Lane, Dallas, Texas 75234, for the
purpose of considering and voting upon:
1. The election of Directors.
2. Transacting such other business as may properly come before
the meeting.
The close of business on April 29, 2005, has been fixed as the record date for
determining the shareholders entitled to notice of and to vote at this meeting
and any adjournment thereof, and only shareholders of record on such date shall
be entitled to notice of and to vote at the meeting.
Please promptly date, sign and mail the enclosed proxy using the enclosed return
envelope which needs no postage if mailed within the United States.
By order of the Board of Directors
/s/ Dr. L.S. Smith
Dr. L.S. Smith, Ph.D
Chairman of the Board and Secretary
Dated: May 10, 2005
PROXY STATEMENT
----------------
DGSE Companies, Inc.
2817 Forest Lane
Dallas, Texas 75234
---------------
ANNUAL MEETING OF SHAREHOLDERS
This statement is furnished to shareholders in connection with the solicitation
by the Board of Directors of DGSE Companies, Inc. (the "Company") of proxies to
be voted at the Annual Meeting of Shareholders of the Company to be held on June
27, 2005, at 6:00 P.M. at the Company's executive offices at 2817 Forest Lane,
Dallas, Texas 75234, and any adjournment thereof. This proxy statement and the
proxies solicited hereby are first being sent or delivered to shareholders on or
about May 10, 2005. Certain employees of the Company may solicit proxies by
telephone or in person. The expense of preparing, printing and mailing the
proxies will be borne by the Company. A copy of the Company's Annual Report on
Form 10-K (including the financial statements) ("Form 10-K") is enclosed
herewith.
VOTING
The proxy may be revoked by the shareholder at any time prior to its use. If it
is signed properly by the shareholder and is not revoked, it will be voted at
the meeting. If a shareholder specifies how the proxy is to be voted with
respect to the election of Directors , it will be voted in the manner specified
on the enclosed proxy. If no instructions are received, the proxy will be voted
for the election of the slate of directors as set forth in the proxy.
At the close of business on April 29, 2005, 4,913,290 shares of the Company's
Common Stock, par value $.01 per share, were outstanding and eligible for voting
at the meeting. Each shareholder of record is entitled to one vote for each
share held in all matters to come before the meeting. Only shareholders of
record at the close of business on April 29, 2005, are entitled to notice of and
to vote at the meeting.
ELECTION OF DIRECTORS
The Company's Board of Directors at a meeting held on April 14, 2005, nominated
five persons to be elected at the Annual Meeting to serve as Directors of the
Company for a term of one year and until their respective successors shall have
been elected and shall have qualified.
It is the intention of the persons named in the proxy to vote for the election
of the persons named below. If any nominee is unable or unwilling to serve,
which the Board of Directors does not anticipate, the persons named in the proxy
will vote for another person in accordance with their judgment.
The following table and notes thereto set forth the age, principal occupation,
period of time served as a Director of the Company, business experience, and
other directorships held by each of the five nominees for election as Directors:
Year First
Elected
Director or
Appointed
Officer of
Name Age Position Company
---- --- -------- -----------
Dr. L.S. Smith
Ph.D (1) 58 Chairman of the 1980
Board of Direc-
tors, Chief
Executive Officer
and Secretary
W.H. Oyster (2) 52 Director, Presi- 1990
dent and Chief
Operating Officer
William P. Cordeiro (3) 60 Director 1999
Paul Hagen (4) 55 Director 2004
Craig Alan-Lee (5) 47 Director 2004
Business Experience During Last Five Years
------------------------------------------
(1) Chairman of Board of Directors, and Chief Executive Officer and
Secretary of the Company since 1980.
(2) Director, President and Chief Operating of the Company since January
1990.
(3) Director and independent member and financial expert of the Audit
Committee of the Company since June 1999. Management Professor, School
of Business and Economics, California State University since June 1990.
Partner, Bartik, Cordeiro & Associates, Inc., a management consulting
firm since January 1990.
(4) Director and member of the Audit Committee of the Company since
December 2004. President of Premier Marketing, Inc., a retail
consulting firm. President of Silverman Consultants, Inc., a
wholly-owned subsidiary of the Company from April 2002 through November
2004. From October 1996 through April 2002, Vice President Bobby
Wilkerson, Inc. a retail consulting company.
(5) Director and independent member of the Audit Committee of the Company
since December 2004. Senior loan consultant with Castle Funding, Inc.,
a mortgage loan company since November 1994.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table and notes thereto set forth certain information as of April
29, 2005, pertaining to securities ownership by persons known to the Company to
own 5% or more of the Company's Common Stock.
The information contained herein has been obtained from the Company's records,
from various filings made by the named individuals with the Securities and
Exchange Commission, or from information furnished directly by the individual or
entity to the Company:
Name and address Amount and nature Percent
of beneficial owner of beneficial owner(1) of class(1)
------------------- ---------------------- -----------
Dr. L. S. Smith, Ph.D 3,414,665 (2)(5) 59.3%
2817 Forest Lane
Dallas, Texas 75234
Craig Alan-Lee 325,000 (5) (6) 6.6%
11230 Dilling Street
North Hollywood,
California 91602
John Michael Paulson 275,000 (3) 5.6%
2250 East Tropicana
# 19-121, Las Vegas,
Nevada 89119
Edward White 275,000 (3) 5.6%
21700 Oxnard Street
Woodland Hills,
California 91367
W. H. Oyster 288,615 (4) 5.6%
2817 Forest Lane
Dallas, TX 75234
(1) To the best knowledge of the Company, all shares are held of record
with sole voting and investment power except as otherwise stated in the
footnotes below. All calculations are based on 4,913,290 shares
outstanding as of the above referenced date, adjusted for exercisable
stock options.
(2) Includes 577,777 and 267,857 shares currently exercisable under stock
options with exercise prices of $2.25 and $1.12 per share,
respectively, and 743,282 shares subject to proxies pursuant to which
Dr. L.S. Smith holds sole voting power.
(3) Includes 275,000 shares held in the Allen E. Paulson Living Trust of
which John Michael Paulson is a co-trustee with Edward White.
(4) Includes 250,000 shares currently exercisable under stock options with
an average exercise price of $2.23 per share. In addition, W.H. Oyster
has given Dr. L.S. Smith a proxy to vote his 38,615 shares currently
outstanding.
(5) Craig Alan-Lee has given Dr. L.S. Smith a proxy to vote his 320,000
shares currently outstanding.
(6) Includes 5,000 shares currently exercisable under a stock option with
an exercise price of $2.82 per share.
SECURITY OWNERSHIP OF MANAGEMENT
The following sets forth information as of April 29, 2005, with respect to the
Company's Common Stock owned beneficially by persons named therein who are
officers or nominees for election as directors of the Company and by directors
and officers as a group. The information contained herein has been obtained from
the Company's records, from various filings made by the named individuals with
the Securities and Exchange Commission, or from information furnished directly
by the individual to the Company:
Name and address Amount and nature Percent
of beneficial owner of beneficial owner(1) of class(1)
----------------------- ---------------------- ------------
Dr. L. S. Smith, Ph.D. 3,414,665 (2) (6) 59.3%
Chairman and Chief
Executive Officer
2817 Forest Lane
Dallas, Texas 75234
W. H. Oyster 288,615 (3) 5.6%
President
2817 Forest Lane
Dallas, TX 75234
John Benson 160,500 (4) 3.2%
Chief Financial Officer
2817 Forest Lane
Dallas, TX 75234
William P. Cordeiro 22,500 (5) .5%
Director
1340 E. Alosta # 200
Glendora, CA 91740
Craig Alan-Lee 325,000 (6)(7) 6.6%
Director
11230 Dilling Street
North Hollywood,
California 91602
Paul Hagen 5,000 (7) -
Director
5719 Lorinwoods Dr.
Houston, Texas 77066
All directors and officers 3,847,165 (8) 62.1%
as a group (6 individuals)
----------------------------
(1) To the best knowledge of the Company, all shares are held of record
with sole voting and investment power except as otherwise stated in the
footnotes below. All calculations are based on 4,913,290 shares
outstanding as of the above referenced date, adjusted for exercisable
stock options.
(2) Includes 577,777 and 267,857 shares currently exercisable under stock
options with exercise prices of $2.25 and $1.12 per share,
respectively, and 743,282 shares subject to proxies pursuant to which
Dr. L.S. Smith holds sole voting power.
(3) Includes 250,000 shares currently exercisable under stock options with
an average exercise price of $2.23 per share. In addition, W.H. Oyster
has given Dr. L.S. Smith a proxy to vote his 38,615 shares currently
outstanding.
(4) Includes 150,000 shares currently exercisable under stock options with
an average exercise price of $2.02 per share. In addition, John Benson
has given Dr. L.S. Smith a proxy to vote his 11,500 shares currently
outstanding.
(5) Includes 22,500 shares currently exercisable under stock options with
an exercise price of $ 2.47 per share.
(6) Craig Alan-Lee has given Dr. L.S. Smith a proxy to vote his 320,000
shares currently outstanding.
(7) Includes 5,000 shares currently exercisable under a stock option with
an exercise price of $2.82 per share.
(8) Includes 577,777, 267,857, 250,000, 150,000, 45,000 and 10,000 shares
currently exercisable under stock options with an exercise price or
average price, as the case may be, of $2.25, $ 1.12, $2.23, $ 2.02,
$2.47 and $2.82, respectively and 743,282 shares subject to proxies
which Dr. L.S. Smith holds sole voting powers.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain officers to send reports of their ownership and of changes
in ownership of the Company's Common Stock to the Securities and Exchange
Commission. Based on the Company's review of the reports it has received, the
Company believes all of its directors and officers complied with all reporting
requirements applicable to them with respect to transactions in 2004.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The business affairs of the Company are managed by or under the direction of the
Board of Directors. During 2004, the Company's Board of Directors met six (6)
times. All members of the Board of Directors were present at each of the
meetings.
In September 2004 Dr. L.S. Smith received voting proxies from certain
shareholders covering 743,285 shares of the Company's outstanding common stock.
These transactions resulted in Dr. L.S. Smith controlling the voting power of
2,569,031 shares of the Company's common stock or 52.3 percent of the shares
currently outstanding. The Company therefore may be treated as a "Controlled
Company" under rule 4350 of the NASDAQ Stock Market and the Company has elected
to be so classified. As a result, the Company does not have a nominating or
compensation committee of the Board of Directors, or any committee performing
similar functions.
An audit committee of the Board of Directors was formed during June 1999, and
met six times during the year 2004. The audit committee oversees the operation
of a comprehensive system of internal controls to ensure the integrity of the
Company's financial statements and compliance with laws, regulations and
corporate policies. The audit committee has reviewed and discussed the audited
financial statements of the Company for the year ended December 31, 2004 with
senior management. The audit committee has discussed with BKR Cornwell Jackson,
the independent auditors of the Company, the matters required to be discussed by
the Statement on Auditing Standards No. 61 (Communication with Audit
Committees). The audit committee has also received the written disclosures and
the letter from BKR Cornwell Jackson required by Independent Standards Board
Standard No. 1 (Independence Discussion with Audit Committees) and the audit
committee has discussed with BKR Cornwell Jackson the independence of BKR
Cornwell Jackson as auditor of the Company. Based on the foregoing, the audit
committee of the Company has recommended to the Board of Directors that the
audited financial statements of the Company be included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004 for filing with the
United States Securities Exchange Commission. Specific functions and
responsibilities of the audit committee are set forth in the charter adopted by
the Board of Directors which is attached as Appendix A to this proxy statement.
The members of the Audit Committee are William P. Cordeiro, Paul Hagen and Craig
Alan-Lee. Craig Alan-Lee and William P. Codeiro are independent members and
William P. Codeiro is the chairman and financial expert of the committee. Paul
Hagen was an employee of the Company until his appointment to the board of
directors and audit committee. As a result he is not independent as defined in
Rule 4200 of the NASDAQ Stock Market. However, the Company has concluded that he
otherwise meets the criteria for independence set forth in Section 10A(m)(3) of
the Securities Exchange Act of 1934 and the rules thereunder and that he is not
a current officer or employee or Family Member of such officer or employee of
the Company. The Board of Directors has made the determination that the
appointment of Mr. Hagen is in the best interest of the Company and its
shareholders due to his extensive executive experience in the jewelry industry
and his knowledge of the Company's operations. Mr. Hagen may be a director and
member of the audit committee for no more than two years.
Compensation of Directors
Directors who are also employees of the Company do not receive any compensation
for serving as a director or as a member of a committee of the Board of
Directors. Directors who are not employees of the Company receive a fee in the
amount of $ 500 for each meeting of the Board of Directors and each committee
meeting of the Board of Directors attended. In addition, William P. Cordeiro has
been granted options for the purchased of 22,500 shares of the Company's Common
Stock at an exercise price equal to the then fair market value of the Company's
Common Stock. Both Craig Alan-Lee and Paul Hagen have been granted an option to
purchase 5,000 shares of the Company's Common Stock at an exercise price equal
to the then fair market value of the Company's Common Stock.
EXECUTIVE COMPENSATION
The following information is furnished with respect to each of the most highly
compensated executive officers of the Company whose cash compensation from the
Company and its subsidiaries during the Company's last fiscal year exceeded $
100,000.
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation Long-Term
------------------------ Compensation
------------
Awards
Name Securities
and Under-
Principal lying
Position Year Salary Bonus Options
---------------------------------------------------------------- ------------
Dr. L.S. Smith 2004 $157,197 $ 73,200 -
Chief Executive 2003 $149,625 $ 57,288 -
Officer 2002 $149,625 $ 38,751 267,857
W.H. Oyster 2004 $143,730 $49,400 -
President and 2003 $136,806 $35,009 -
Chief Operating 2002 $136,806 $22,876 -
Officer
John Benson 2004 $ 87,581 $28,200 -
Chief Financial 2003 $ 83,363 $22,566 -
Officer 2002 $ 83,363 $10,621 -
Securities Authorized for Issuance Under Equity Compensation Plans.
The Company has a stock option (the "Plan") adopted effective January 1, 2004.
The Plan was approved by shareholders on June 21, 2004.
The purpose of the Plan is to provide additional incentive to officers,
directors and key employees of the Company by encouraging them to acquire new or
additional share ownership in the Company, thus increasing their proprietary
interest in the Company's business and providing them with an increased personal
interest in the Company's continued success and progress. These objectives will
be promoted through the grant of options to acquire the Company's Common Stock,
$ .01 par value per share (" Shares"), pursuant to the terms of the Plan.
The aggregate number of Shares for which options may be granted under the Plan
shall be One Million Seven Hundred Thousand (1,700,000) including One Million
Four Hundred Twenty Thousand Six Hundred Thirty Four (1,420,634) Shares reserved
under options previously granted and currently outstanding. The following table
sets forth shares reserved under options currently outstanding and additional
Shares reserved for future grants under the Plan:
AVERAGE
PER SHARE
NUMBER OF OPTION
SHARES PRICE
---------
Shares reserved for current
Outstanding options:
Officers and Directors 1,290,634 $ 2.00
All others 140,000 $ 3.04
--------- ========
Total outstanding 1,430,634 $ 2.10
========
Shares reserved for future grants 269,366
---------
Plan Total 1,700,000
=========
The Board of Directors of the Company in its sole discretion may grant options
to purchase Shares under the Plan. The price at which shares may be purchased
pursuant to an option under the Plan shall be the closing market value as of the
date the option is granted.
Each option granted under the Plan shall expire and all rights there under shall
cease on the date which shall be the six month anniversary of the date of
termination of employment or service as a director with the Company of the
option holder.
Options granted under the plan may be exercised, in whole or in part, at any
time on or after the date of grant.
Unless amended by the Board of Directors of the Company and approved by
Shareholders of the Company, the Plan will automatically terminate on December
31, 2013.
PERFORMANCE PRESENTATION
The following graph compares the five-year cumulative return to stockholders for
the Company's common stock against the NASDAQ Composite Index, the S&P 600
Smallcap Index and the S&P Retail Index for the period from January 1, 2000 to
December 31, 2004. The comparison assumes $ 100 was invested in January 1, 2000
in the common stock and in each of the three indices and assumes reinvestment of
dividends. The Company has not paid any dividends.
COMPARISON OF FIVE YEAR CUMLATIVE RETURN
COMPANY NASDAQ S&P S&P
COMMON COMPOSITE RETAIL 600
DATE STOCK INDEX INDEX SMALL CAP
---- ------ --------- ------- ---------
1999 100 100 100 100
2000 143 61 79 111
2001 56 48 92 117
2002 18 33 70 99
2003 40 49 100 137
2004 48 53 121 159
AUDITORS
The Company has selected BKR Cornwell Jackson to be its principal accountants
for the current fiscal year.
Their fees for the fiscal year ended December 31, 2004, were as follows:
Description of Service Amount of Fee
---------------------- -------------
Audit Fees $ 46,200
Financial Information System
Design and Implementation Fees -0-
Other Fees $ 4,000 (1)
================================================================================
(1) Fees billed for the review of quarterly report on Form 10-QSB for the
period ended September 30, 2004
A representative of BKR Cornwell Jackson will be present at the shareholders'
meeting and will have the opportunity to make a statement if he desires to do
so. Further, the representative of BKR Cornwell Jackson will be available to
respond to appropriate questions.
SUBMISSION OF SHAREHOLDER PROPOSALS FOR THE
2006 ANNUAL SHAREHOLDERS MEETING
Shareholders who wish to submit proposals for inclusion in the proxy statement
and for consideration at the annual meeting must do so on a timely basis. In
order to be included in the proxy statement for the 2006 annual meeting,
proposals must relate to proper subjects and must be received by the Corporate
Secretary, DGSE Companies, Inc., 2817 Forest Lane, Dallas, Texas 75234, before
January 20, 2006.
OTHER MATTERS
The Board of Directors does not know of any other matters that will be presented
for action at the meeting. However, if any matters properly come before the
meeting or any adjournments, it is intended that the holders of the proxies
named in the accompanying proxy will have discretionary authority to vote the
shares represented by the proxies in accordance with their best judgment.
By Order of the Board of Directors
/s/ Dr. L.S. Smith
Dr. L. S. SMITH, Ph.D
Chairman of the Board
and Secretary
Appendix A
DGSE COMPANIES, INC.
Audit Committee Charter
Organization
This charter governs the operations of the Audit Committee of Dallas Gold &
Silver Exchange, Inc. The Audit Committee shall review and reassess this charter
on at least an annual basis and obtain the approval of the Board of Directors.
The Audit Committee shall be appointed by the Board of Directors and shall
consist of at least three directors, two of whom are independent of management
and the Company. Members of the Audit Committee shall be considered independent
if they have no relationship that may interfere with the exercise of their
independence from management and the Company and meet the standards of
independence required by the NASDAQ or any other exchange on which the common
stock of Dallas Gold & Silver Exchange, Inc. is traded. The members shall be
financially literate, or shall become financially literate within a reasonable
period of time after appointment to the audit committee, and at least one member
shall have accounting or related financial management expertise as required by
the rules of the NASDAQ or any other exchange on which the common stock of
Dallas Gold & Silver Exchange, Inc. is traded.
The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the Company's
financial statements and financial reporting process, the systems of internal
accounting and financial controls, the internal audit function, the annual
independent audit of the Company's financial statements, and the legal
compliance and ethics programs as established by management and the Board of
Directors. In so doing, it is the responsibility of the Audit Committee to
maintain free and open communication between the Audit Committee, independent
auditors, the internal auditors and management of the Company. In discharging
its oversight role, the audit committee is empowered to investigate any matter
brought to its attention with full access to all books, records, facilities, and
personnel of the Company and the power to retain outside counsel at the
Company's expense, or other experts for this purpose.
Responsibilities and Processes
The primary responsibility of the Audit Committee is to oversee the Company's
financial reporting process on behalf of the Board and report the results of
their activities to the Board. Management is responsible for preparing the
Company's financial statements, and the independent auditors are responsible for
auditing those financial statements. The Audit Committee, in carrying out its
responsibilities, believes its policies and procedures should remain flexible to
best react to changing conditions and circumstances. The audit committee should
take the appropriate actions to set the overall corporate "tone' for quality
financial reporting, sound business risk practices, and ethical behavior.
The following shall be the principal recurring processes of the Audit Committee
in carrying out its oversight responsibilities. The processes are set forth as a
guide with the understanding that the Audit Committee may supplement them as
appropriate.
o The Audit Committee shall have a clear understanding with management
and the independent auditors that the independent auditors are
ultimately accountable to the Board and the Audit Committee, as
representatives of the Company's shareholders. The Audit Committee and
the Board shall have the ultimate authority and responsibility to
evaluate and, where appropriate, replace the independent auditors. The
Audit Committee shall discuss with the auditors their independence from
management and the Company and the matters included in the written
disclosures required by the Independence Standards Board. Annually, the
Audit Committee shall review and recommend to the Board the selection
of the Company's independent auditors.
o The Audit Committee shall review the interim financial statements with
management0 prior to the filing of the Company's Quarterly Reports on
Form 1O-Q. Also, the Audit Committee shall discuss the results of the
quarterly review and any other matters required to. be communicated to
the audit committee by the independent auditors under generally
accepted auditing standards. The chair of the Audit Committee may
represent the entire committee for the purposes of this review.
o The Audit Committee shall review with management and the independent
auditors the financial statements to be included in the Company's
Annual Reports on Form 1O-K (or the annual reports to shareholders if
distributed prior to the filing of Form 1O-K), including their judgment
about the quality, not just acceptability, of accounting principles,
the reasonableness of significant judgments, and the clarity of the
disclosures in the financial statements. Also, the Audit Committee
shall discuss the results of the annual audit and any other matters
required to be communicated to the audit committee by the independent
auditors under generally accepted auditing standards.
FORM OF PROXY
-------------
PROXY DGSE Companies, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Dr. L. S. Smith and John Benson as
Proxies, each with the power to appoint his substitute and hereby authorizes
them to represent and to vote as designed below, all the shares of Common Stock
of DGSE Companies, Inc. held of record by the undersigned on April 29, 2005, at
the Annual Meeting of Shareholders to be held June 27, 2005, or any adjournment
thereof.
1. ELECTION OF DIRECTORS
FOR all nominees listed below(except WITHHOLD AUTHORITY to vote for all
as marked to the contrary below) nominees listed
____________________________________ ____________________________________
INSTRUCTION: To withhold authority to vote for any individual, cross
out the nominee's name in the List below.
Dr. L. S. Smith W. H. Oyster William P. Cordeiro Craig Alan-Lee Paul Hagen
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Please sign exactly as name below. When shares
are held by joint tenants, both should sign.
When signing as attorney, as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by authorized
person.
Dated:___________________________________, 2005
Signature______________________________________
Signature if held jointly______________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.