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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
SIPEX CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
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 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:
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SIPEX CORPORATION
22 LINNELL CIRCLE
BILLERICA, MASSACHUSETTS 01821
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 2002
------------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SIPEX
Corporation, a Massachusetts corporation (the "Company"), will be held at the
Company's corporate offices, located at 233 South Hillview Drive, Milpitas,
California 95035 on May 17, 2002, at 10:00 a.m., local time, for the purposes of
considering and acting upon the following matters:
1. To elect one member to the Board of Directors to serve for a
three-year term as the Class III Director.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Information relating to the above matters is set forth in the attached
Proxy Statement. Only stockholders of record at the close of business on April
8, 2002, will be entitled to notice of and to vote at the meeting and any
adjournment thereof.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors,
Frank R. DiPietro
Clerk
Billerica, Massachusetts
Date: April 22, 2002
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE READ THE ATTACHED PROXY
STATEMENT AND THEN COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO ENSURE REPRESENTATION OF YOUR
SHARES AT THE MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE
UNITED STATES.
SIPEX CORPORATION
22 LINNELL CIRCLE
BILLERICA, MASSACHUSETTS 01821
------------------------
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 17, 2002
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SIPEX Corporation (the "Company") for use
at the Annual Meeting of Stockholders to be held at the Company's corporate
offices, located at 233 South Hillview Drive, Milpitas, California 95035 on
Friday, May 17, 2002, at 10:00 a.m. local time, and at any adjournments thereof.
Only stockholders of record as of the close of business on April 8, 2002,
the record date fixed by the Board of Directors, will be entitled to notice of,
and to vote at, the Annual Meeting and at any adjournments thereof. At the close
of business on April 8, 2002, there were an aggregate of 24,909,634 shares of
common stock, par value $0.01 per share (the "Common Stock"), of the Company
issued, outstanding and entitled to vote. The holders of Common Stock are
entitled to one vote per share on any proposal presented at the Annual Meeting.
Stockholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the meeting and vote in person.
Any proxy may be revoked by a stockholder at any time before it is exercised by
delivering a written revocation or a later dated proxy to the Clerk of the
Company or by attending the Annual Meeting and voting in person.
The Company's Annual Report on Form 10-K containing financial statements
for the fiscal year ended December 31, 2001 is being mailed together with this
Proxy Statement to all stockholders entitled to vote. It is anticipated that
this Proxy Statement and the accompanying proxy will be first mailed to
stockholders on or about April 22, 2002.
QUORUM AND VOTES REQUIRED
The representation, in person or by proxy, of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting is
necessary to constitute a quorum for the transaction of business. Shares
represented by proxies pursuant to which votes have been withheld from any
nominee for director, or which contain one or more abstentions or broker
"non-votes," are counted as present or represented for purposes of determining
the presence or absence of a quorum for the Annual Meeting. A "non-vote" occurs
when a broker or other nominee holding shares for a beneficial owner returns a
proxy but the broker does not have discretionary voting power with respect to a
particular proposal and has not received instructions from the beneficial owner.
The election of the Class III Director is by a plurality of the votes cast
by stockholders entitled to vote at the Annual Meeting. For all other matters,
if any, that may be submitted to stockholders at the Annual Meeting, the
affirmative vote of the majority of shares present, in person or represented by
proxy, and voting on that matter is required for approval. The vote on each
matter submitted to stockholders is tabulated separately. Abstentions are
included in the number of shares present and represented and voting on each
matter. Broker "non-votes" are not considered voted for the particular matter
and have the practical effect of reducing the number of affirmative votes
required to achieve a majority for such matter by reducing the total number of
shares from which the majority is calculated.
The persons named as attorneys in the proxies are officers of the Company.
All properly executed proxies returned in time to be counted at the Annual
Meeting will be voted. Any stockholder giving a proxy has the right to withhold
authority to vote for the nominee to the Board of Directors by clearly marking
the appropriate box provided on the proxy.
ALL PROXIES WILL BE VOTED IN ACCORDANCE WITH THE STOCKHOLDERS'
INSTRUCTIONS, AND IF NO CHOICE IS SPECIFIED, THE ENCLOSED PROXY CARD (OR ANY
SIGNED AND DATED COPY THEREOF) WILL BE VOTED IN FAVOR OF THE MATTERS SET FORTH
IN THE ACCOMPANYING NOTICE OF MEETING.
The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter upon which a vote may properly be taken
should be presented at the Annual Meeting, shares represented by all proxies
received by the Board of Directors will be voted with respect thereto in
accordance with the judgment of the persons named as attorneys in the proxies.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 8, 2002 information with respect
to the beneficial ownership of the Company's Common Stock by (i) each person who
is known to the Company to be the beneficial owner of more than five percent of
its Common Stock, (ii) each director, or nominee for director, of the Company,
(iii) each of the executive officers named in the Summary Compensation Table
under the caption "Executive Compensation Summary" below, and (iv) all directors
and executive officers of the Company as a group. Except as otherwise indicated
in the footnotes to the table, the beneficial owners listed have sole voting and
investment power (subject to community property laws where applicable) as to all
of the shares beneficially owned by them. As of April 8, 2002, there were
24,909,634 shares of common stock outstanding.
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP PERCENT OF CLASS
--------------------------------------- ----------------------- ----------------
State of Wisconsin Investment Board(2).................... 2,312,100 9.3%
P.O. Box 7842
Madison, WI 53707
T. Rowe Price Associates, Inc.(3)......................... 2,203,800 8.9%
100 East Pratt Street
Baltimore, MD 21202
Brown Investment Advisory & Trust Co.(4).................. 2,262,402 9.1%
19 South Street
Baltimore, MD 21202
RS Investment Management Co. LLC(5)....................... 2,042,800 8.2%
388 Market Street
San Francisco, CA 94111
James E. Donegan(6)....................................... 206,500 *
Frank R. DiPietro(7)...................................... 107,211 *
Raymond W.B. Chow(8)...................................... 125,666 *
Manfred Loeb(9)........................................... 17,000 *
Lionel H. Olmer(10)....................................... 18,004 *
John L. Sprague(11)....................................... 25,500 *
Willy M.C. Sansen(12)..................................... 20,500 *
Stephen E. Parks(13)...................................... 88,000 *
Douglas M. McBurnie(14)................................... 6,500 *
2
AMOUNT AND NATURE OF
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP PERCENT OF CLASS
--------------------------------------- ----------------------- ----------------
Bruce W. Diamond(15)...................................... 111,503 *
All directors and executive officers as a group (10
persons)(16)............................................ 726,384 2.8%
---------------
* Less than 1% of the outstanding Common Stock
(1) Unless otherwise indicated, to the knowledge of the Company, each person
listed above has sole voting and investment power with respect to the
shares and maintains a mailing address at: c/o SIPEX Corporation, 22
Linnell Circle, Billerica, MA 01821.
(2) Based solely on information provided in a Schedule 13G filed with the
Securities and Exchange Commission on February 13, 2002, State of Wisconsin
Investment Board had sole dispositive power of 2,312,100 shares and sole
voting power of 2,312,100 shares.
(3) Based solely on information provided in a Schedule 13G/A filed with the
Securities and Exchange Commission on February 22, 2002, T. Rowe Price
Associates, Inc., a registered investment advisor, together with T. Rowe
Price New Horizons Fund, Inc. agreed to file jointly. T. Rowe Price
Associates, Inc. may be deemed to beneficially own 2,203,800 shares, have
sole dispositive power of 2,203,800 shares, and sole voting power of
326,200 shares. T. Rowe Price New Horizons Fund, Inc. may be deemed to
beneficially own 1,275,000 shares and have sole voting power of 1,275,000
shares.
(4) Based solely on information provided in a Schedule 13G/A filed with the
Securities and Exchange Commission on March 9, 2001, Brown Investment
Advisory & Trust Company and its wholly owned subsidiary Brown Advisory
Incorporated had sole dispositive power of 1,075,741 and 1,168,111 shares,
respectively, and sole voting power of 1,028,051 and 1,168,111 shares,
respectively. In addition, Brown Investment Advisory & Trust Company had
shared dispositive power of 18,550 shares and shared voting power of 500
shares.
(5) Based solely on information provided in a Schedule 13G/A filed with the
Securities and Exchange Commission on March 7, 2002, RS Investment
Management Co. LLC had shared voting power and shared dispositive power
over 2,042,800 shares.
(6) Includes 206,500 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(7) Includes 106,000 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(8) Includes 124,000 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(9) Includes 15,000 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(10) Includes 18,004 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(11) Includes 24,500 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(12) Includes 20,500 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(13) Includes 88,000 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(14) Includes 6,500 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(15) Includes 110,000 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
(16) Includes 719,004 shares issuable pursuant to stock options which are
exercisable prior to June 8, 2002.
3
PROPOSAL I
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes. Each class serves a
three-year term. Each Class I director is serving a term ending at the Annual
Meeting of Stockholders to be held in 2003. Each Class II director's term will
expire at the Annual Meeting to be held in 2004. The Class III director's term
will expire at the Annual Meeting of Stockholders being held May 17, 2002. All
directors will hold office until their successors have been duly elected and
qualified.
Prior to the annual meeting Douglas M. McBurnie and Manfred Loeb were the
Class I Directors; John L. Sprague, Lionel H. Olmer and Willy M.C. Sansen were
the Class II Directors; and James E. Donegan was the Class III Director.
The Board of Directors has nominated and recommended that Mr. James E.
Donegan, who is currently serving as the Class III Director of the Company, be
elected the Class III Director, to hold office until the Annual Meeting of
Stockholders to be held in 2005 or until his successor has been duly elected and
qualified or until his earlier resignation or removal. Mr. Donegan has indicated
his willingness to serve; however if he should be unable or unwilling to serve
if elected; the proxies will be voted for the election of a substitute nominee
designated by the Board of Directors or for fixing the number of directors at a
lesser number. Shares represented by all proxies received by the Board of
Directors and not so marked as to withhold authority to vote for Mr. Donegan,
will be voted FOR the election of Mr. Donegan.
The following table sets forth for Mr. Donegan and for each director whose
term of office will extend beyond the Annual Meeting, the year each director was
first elected a director, his age, the positions currently held by each director
with the Company, the year each director's term will expire and the class of
director of each director.
NOMINEE OR DIRECTOR'S NAME
AND YEAR NOMINEE OR DIRECTOR YEAR TERM CLASS OF
FIRST BECAME A DIRECTOR AGE POSITION(S) HELD WILL EXPIRE DIRECTOR
---------------------------- --- ---------------------------- ----------- --------
NOMINEE:
James E. Donegan (1985)................... 56 Chairman of the Board and 2002 III
Chief Executive Officer
CONTINUING DIRECTORS:
Manfred Loeb (1982-1987; 1992)............ 75 Director 2003 I
Douglas M. McBurnie (2000)................ 59 Director 2003 I
Lionel H. Olmer (1988).................... 67 Director 2004 II
John L. Sprague (1993).................... 72 Director 2004 II
Willy M. C. Sansen (1997)................. 58 Director 2004 II
NOMINEE FOR ELECTION AT THE ANNUAL MEETING
Mr. Donegan joined the Company in April 1985. Mr. Donegan has been Chairman
of the Board and Chief Executive Officer of the Company since April 1985 and was
the President from April 1985 until June 1999. Before joining the Company, Mr.
Donegan held the position of Group Vice President of the Electronic Components
Group at Midland Ross Corporation. Prior to Midland Ross Corporation, Mr.
Donegan was Vice President and General Manager at Cameron & Barkley and Company.
Prior to working at Cameron & Barkley and Company, Mr. Donegan spent ten years
with the General Electric Company in various manufacturing positions. Mr.
Donegan currently serves as a Director of Genesis Microchip Inc., a manufacturer
of video semiconductors.
4
DIRECTORS WHOSE TERMS EXTEND BEYOND THE MEETING
Mr. Loeb has been a director of the Company from 1982 to 1987 and from 1992
to the present. From 1983 to December 1992, he served as the Executive Director
of Tractebel S.A. and Chief Executive Officer of the Electricity and Gas
International Division of Tractebel S.A. From 1993 to 1999, Mr. Loeb served as
an Honorary Director of Tractebel S.A. and Chairman of Tractebel, Inc. (USA).
Mr. McBurnie has been a director of the Company from July 2000 to the
present. Mr. McBurnie was formerly Senior Vice President, Computer, Consumer &
Network Products Group, of VLSI Technology. From June 1994 to August 1997, Mr.
McBurnie was with National Semiconductor where he was Senior Vice President and
General Manager of its Communications and Consumer Group. Previously, Mr.
McBurnie was Vice President and General Manager of National Semiconductor's
Local Area Network Division. Prior to joining National Semiconductor, he held
key executive positions at a number of Silicon Valley companies, including Xidex
Corporation, Precision Monolithics and Fairchild Semiconductor.
Mr. Olmer has been a director of the Company since 1988. From 1981 to 1985,
he served as Undersecretary of Commerce for International Trade in the Reagan
Administration. From 1985 until the present, he has been a partner in the law
firm of Paul, Weiss, Rifkind, Wharton & Garrison, concentrating on international
trade law.
Dr. Sprague has been a director of the Company since 1993. He has been the
president of John L. Sprague Associates, Inc., a consulting firm, since 1988. In
addition to serving as a director of the Company, Dr. Sprague currently serves
as a director of California Micro Devices, a manufacturer of electronic
components.
Dr. Sansen has been a director of the Company since July 1997. He has been
a full professor at the Katholieke University Leuven in Belgium since 1981. He
currently heads the Medical and Integrated Circuits and Sensors Division of the
Electrical Engineering Department. Dr. Sansen is the author of six electronics
books and more than three hundred papers and is currently a Fellow at the
Katholieke University Leuven Institute of Electrical and Electronics
Engineering, and past chairman of the Electrical Engineering Department of
Katholieke University Leuven.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held eighteen meetings during the
fiscal year ended December 31, 2001. During their tenure, each of the directors,
other than Mr. Sansen, attended at least 75% of the meetings of the Board of
Directors and applicable committee meetings during fiscal 2001. Mr. Sansen
attended thirteen meetings of the Board of Directors during fiscal 2001.
The Company has standing Compensation and Audit Committees. The
Compensation Committee, of which Mr. Loeb and Dr. Sprague are members, reviews
and evaluates the compensation and benefits of all officers of the Company,
reviews general policy matters relating to compensation and benefits of
employees of the Company and makes recommendations concerning these matters to
the Board of Directors. The Compensation Committee administers the Company's
1994 Stock Option and Incentive Plan ("1994 Stock Plan"), 1996 Incentive Stock
Option Plan ("1996 Stock Plan"), 1996 Non-Employee Director Stock Option Plan
("1996 Director Stock Plan"), 1996 Employee Stock Purchase Plan ("1996 Stock
Purchase Plan"), 1997 Stock Option Plan ("1997 Stock Plan"), 1999 Stock Option
Plan ("1999 Stock Plan"), the 2000 Non-Qualified Stock Option Plan (the "2000
Non-Qualified Plan") and the 2002 Nonstatutory Stock Option Plan (the "2002
Non-Qualified Plan"). The Compensation Committee held no separate meetings
during fiscal 2001.
5
The Audit Committee, of which Mr. McBurnie, Mr. Olmer and Dr. Sprague are
members, reviews with the Company's independent auditors, the scope and timing
of their audit services and any other services they are asked to perform, the
auditor's report on the Company's consolidated financial statements following
completion of their audit and the Company's policies and procedures with respect
to internal accounting and financial controls. Each member of the Audit
Committee is independent, as that term is defined in Rule 4200(a) of the
National Association of Securities Dealers listing standards. The Audit
Committee held four meetings during fiscal 2001.
The Board of Directors does not have a standing nominating committee or
committee performing similar functions.
AUDIT COMMITTEE REPORT
The Audit Committee is comprised of Mr. Douglas M. McBurnie, Mr. Lionel H.
Olmer and Dr. John L. Sprague. The Audit Committee operates under a written
charter adopted by the Board of Directors.
The Audit Committee has reviewed and discussed with management and KPMG
LLP, the Company's independent auditors, the audited financial statements for
the fiscal year ended December 31, 2001. The Audit Committee has discussed with
the independent auditors the matters required to be discussed by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). In addition,
the Audit Committee has received from the independent auditors the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committees) and discussed with them their
independence. Based on the reviews and discussions referred to above, the Audit
Committee has recommended to the Board of Directors that the foregoing audited
financial statements be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2001.
Readers of this report should note that the Company's independent auditors
are responsible for auditing the Company's financial statements, which in turn
are prepared by management. The role of the Audit Committee does not supersede
or alter those responsibilities, nor does it provide any special assurances
regarding the Company's financial statements or involve any professional
evaluation of the quality of the audits performed by the independent auditors.
Respectfully submitted,
Douglas M. McBurnie
Lionel H. Olmer
John L. Sprague
6
COMPENSATION AND OTHER
INFORMATION CONCERNING DIRECTORS AND OFFICERS
EXECUTIVE COMPENSATION SUMMARY
The following table sets forth certain information concerning the annual
and long term compensation for services in all capacities to the Company for the
fiscal years ended December 31, 1999, 2000 and 2001, of those persons who were,
during this time (i) the chief executive officer and (ii) the other four most
highly compensated executive officers of the Company (such five officers
collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION(1)
------------------------ ---------------
SECURITIES ALL OTHER
FISCAL UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($)(2) OPTIONS(#) ($)(3)
--------------------------- ------ --------- ----------- ---------- ------------
James E. Donegan............... 2001 $282,754 $ 0 60,000 $36,764(4)
Chairman and Chief 2000 291,692 0 0 20,922
Executive Officer 1999 249,923 200,000 150,000 15,205
Bruce W. Diamond............... 2001 246,948 100,000 510,000(5) 40,210(6)
President and Chief
Operating Officer
Frank R. DiPietro.............. 2001 225,731 0 60,000 17,373(7)
Executive Vice President of 2000 230,000 0 0 9,844
Finance, Chief Financial 1999 199,135 200,000 100,000 9,741
Officer, Treasurer and
Clerk
Stephen E. Parks............... 2001 230,898 0 8,000 8,315
Executive Vice President 2000 250,000 0 0 89,865(8)
for Sales and Marketing 1999 128,846 175,000 325,000 53,061(9)
Raymond W.B. Chow.............. 2001 182,019 0 58,000 3,955
Senior Vice President and 2000 197,187 0 0 3,950
Chief Technology Officer 1999 182,235 100,000 100,000 3,771
---------------
(1) The Company did not make any restricted stock awards, grant any stock
appreciation rights or make any long term incentive payments during fiscal
years 1999, 2000 or 2001.
(2) Bonuses are reported in year earned even if actually paid in subsequent
year.
(3) Includes contributions made by the Company on behalf of the Named Executive
Officers to the Company's Tax Deferred Savings Plan, and insurance premiums
paid by the Company.
(4) Includes $11,563 for relocation costs in 2001 in connection with Mr.
Donegan's move from Massachusetts to California.
(5) Includes options for 500,000 shares granted in connection with the initial
employment of Mr. Diamond.
(6) Includes $37,968 for relocation costs in 2001.
(7) Includes $9,296 for relocation costs for 2001.
(8) Includes $83,333 of loan forgiveness in 2000.
(9) Includes $51,041 for relocation costs in 1999.
7
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth stock options granted during the year ended
December 31, 2001 to the Named Executive Officers. No stock appreciation rights
("SARs") were granted during the year ended December 31, 2001.
INDIVIDUAL GRANTS
------------------------------
PERCENT OF POTENTIAL REALIZABLE VALUE AT
NUMBER OF TOTAL OPTIONS ASSUMED ANNUAL RATES OF
SECURITIES GRANTED TO STOCK PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OR OPTION TERMS($)(3)
OPTIONS FISCAL BASE PRICE PER EXPIRATION ------------------------------
NAME GRANTED(#) YEAR(%)(1) SHARE($)(2) DATE 5% 10%
---- ---------- ------------- -------------- ---------- ------------- --------------
James E. Donegan......... 50,000(4) 2.1% $ 6.87 04/17/11 $ 216,025 $ 547,451
10,000(5) 0.4% $ 6.00 10/01/11 $ 37,734 $ 95,625
Bruce W. Diamond......... 500,000(6) 21.0% $12.68 01/16/11 $3,989,550 $10,110,304
10,000(5) 0.4% $ 6.00 10/01/11 $ 37,734 $ 95,625
Frank R. DiPietro........ 50,000(4) 2.1% $ 6.87 04/17/11 $ 216,025 $ 547,451
10,000(5) 0.4% $ 6.00 10/01/11 $ 37,734 $ 95,625
Stephen E. Parks......... 8,000(5) 0.3% $ 6.00 10/01/11 $ 30,187 $ 76,500
Raymond W.B. Chow........ 50,000(4) 2.1% $ 6.87 04/17/11 $ 216,025 $ 547,451
8,000(5) 0.3% $ 6.00 10/01/11 $ 30,187 $ 76,500
---------------
(1) A total of 2,386,370 options were granted to employees (including the Named
Executive Officers) in fiscal year 2001.
(2) All options were granted at fair market value on the date of the grant.
(3) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compound rates of appreciation (5% and 10%) on
the market value of the Company's Common Stock on the date of option grant
over the term of the options. These numbers are calculated based on rules
promulgated by the Securities and Exchange Commission and do not reflect the
Company's estimate of future stock price growth. Actual gains, if any, on
stock option exercises and Common Stock holdings are dependent on the timing
of such exercise and the future performance of the Company's Common Stock.
There can be no assurance that the rates of appreciation assumed in this
table can be achieved or that the amounts reflected will be received by the
individuals.
(4) These options will vest in equal annual increments over five years from the
date of grant, 04/17/01.
(5) These options are vested.
(6) This option will vest in equal annual increments over five years from the
date of grant, 1/16/01.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table sets forth information with respect to options to
purchase the Company's Common Stock granted to the Named Executive Officers,
including (i) the number of unexercised options outstanding
8
at December 31, 2001; and (ii) the value of such unexercised options at December
31, 2001. There were no shares acquired on exercise by the Named Executive
Officers in the fiscal year ended December 31, 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE TABLE
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE MONEY
SHARES OPTIONS AT YEAR-END OPTIONS AT YEAR-END(1)($)
ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
James E. Donegan............. -- -- 156,500 200,000 110,865 307,200
Bruce W. Diamond............. -- -- 10,000 500,000 68,500 81,250
Frank R. DiPietro............ -- -- 86,000 130,000 102,460 299,000
Stephen E. Parks............. -- -- 88,000 230,000 54,800 0
Raymond W.B. Chow............ -- -- 104,000 130,000 88,760 299,000
---------------
(1) Value is based on the difference between the option exercise price and the
fair market value of the Company's Common Stock on December 31, 2001,
multiplied by the number of shares underlying the options.
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has entered into the following employment agreements with the
Named Executive Officers:
Mr. Donegan and the Company entered into an employment agreement on May 14,
1999. The employment agreement provides that Mr. Donegan will serve as President
and Chief Executive Officer of the Company or in such other positions as the
Board of Directors determines. Mr. Donegan may voluntarily terminate this
employment after giving the Company written notice of intent to terminate at
least thirty (30) days prior to the effective date of such termination. The
Company may terminate his employment at any time with or without cause. If the
Company terminates Mr. Donegan's employment without cause or if Mr. Donegan
terminates his employment for good reason (as defined in the employment
agreement), he will be entitled to receive a lump sum payment equal to
twenty-four months' base salary plus his highest annual bonus amount from the
three most recent years. In addition, upon a termination by the Company without
cause or a termination by Mr. Donegan for good reason, all outstanding stock
options of Mr. Donegan will become vested. Pursuant to the employment agreement,
Mr. Donegan's salary is established annually by the Board of Directors, but may
not be less than $252,000 per year. The amount of his annual bonus is at the
sole discretion of the Board of Directors. Furthermore, Mr. Donegan has agreed
that he will not directly or indirectly compete with the Company during the
course of his employment and for an additional one-year period thereafter.
Mr. DiPietro and the Company entered into an employment agreement on May
14, 1999. The employment agreement provides that Mr. DiPietro will serve as
Executive Vice President of Finance and Chief Financial Officer of the Company
or in such other positions as the Board of Directors determines. Mr. DiPietro
may voluntarily terminate this employment after giving the Company written
notice of intent to terminate at least thirty (30) days prior to the effective
date of such termination. The Company may terminate his employment at any time
with or without cause. If the Company terminates Mr. DiPietro's employment
without cause if Mr. DiPietro terminates his employment for good reason (as
defined in the employment agreement), he will be entitled to receive a lump sum
payment equal to eighteen months' base salary plus his highest annual bonus from
the three most recent years. In addition, upon a termination by the
9
Company without cause or termination by Mr. DiPietro for good reason, all
outstanding stock options of Mr. DiPietro will become vested. Pursuant to the
employment agreement, Mr. DiPietro's salary is established annually by the Board
of Directors, but may not be less than $183,750 per year. The amount of his
annual bonus is at the sole discretion of the Board of Directors. Furthermore,
Mr. DiPietro has agreed that he will not directly or indirectly compete with the
Company during the course of his employment and for an additional one-year
period thereafter.
Mr. Chow and the Company entered into an employment agreement on May 14,
1999. The employment agreement provides that Mr. Chow will serve as Senior Vice
President and Chief Technology Officer of the Company or in such other positions
as the Board of Directors determines. Mr. Chow may voluntarily terminate this
employment after giving the Company written notice of intent to terminate at
least thirty (30) days prior to the effective date of such termination. The
Company may terminate his employment at any time with or without cause. If the
Company terminates Mr. Chow's employment without cause or Mr. Chow terminates
his employment for good reason (as defined in the employment agreement), he will
be entitled to a lump sum payment equal to one years' base salary plus his
highest annual bonus amount from the three most recent years. In addition, upon
a termination by the Company without cause or a termination by Mr. Chow for good
reason, all outstanding stock options of Mr. Chow will become vested. Pursuant
to the employment agreement, Mr. Chow's salary is established annually by the
Board of Directors, but may not be less than $183,750 per year, unless Mr. Chow
so agrees. The amount of his annual bonus is at the sole discretion of the Board
of Directors.
Mr. Parks and the Company entered into an employment agreement on August 9,
1999. The employment agreement provides that Mr. Parks will serve as President
or Chief Operating Officer of the Company or in such other position as the Board
of Directors determines. Mr. Parks may voluntarily terminate this employment
after giving the Company written notice of intent to terminate at least thirty
(30) days prior to the effective date of such termination. The Company may
terminate his employment at any time with or without cause. If the Company
terminates Mr. Parks's employment without cause or Mr. Parks terminates his
employment for good reason (as defined in the employment agreement), he will be
entitled to a lump sum payment equal to eighteen months' base salary plus the
highest annual bonus amount from the three most recent years. Pursuant to the
employment agreement, Mr. Parks's salary is established annually by the Board of
Directors, but may not be less than $249,600 per year, unless Mr. Parks so
agrees. The amount of his annual bonus is at the sole discretion of the Board of
Directors. Furthermore, Mr. Parks has agreed that he will not directly or
indirectly compete with the Company during the course of his employment and for
an additional one-year period thereafter. As of January 1, 2001 Mr. Parks'
position with the Company is Executive Vice President for Sales and Marketing.
Mr. Diamond and the Company entered into an employment agreement on
February 22, 2001. The employment agreement provides Mr. Diamond will serve as
President and Chief Operating Officer of the Company or in such other positions
as the Board of Directors determines. Mr. Diamond may voluntarily terminate this
employment after giving the Company written notice of intent to terminate at
least thirty (30) days prior to the effective date of such termination. The
Company may terminate his employment at any time with or without cause. If the
Company terminates Mr. Diamond's employment without cause or Mr. Diamond
terminates his employment for good reason (as defined within the employment
agreement), he will be entitled to a lump sum payment equal to eighteen months
base salary plus the highest annual bonus amount from the three most recent
years. In addition, upon termination by the Company without cause or a
termination by Mr. Diamond for good reason, all outstanding stock options of Mr.
Diamond will become vested. Pursuant to the employment agreement, Mr. Diamond's
salary is established annually by the Board of Directors, but may not be less
than $275,000 per year, unless Mr. Diamond so agrees. The amount of his annual
bonus is at the sole discretion of the Board of Directors.
10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors currently consists of
Mr. Loeb and Dr. Sprague, each of whom is an independent, non-employee director.
The Compensation Committee is responsible for developing the compensation
programs that relate to the Company's executive officers, senior management and
other key employees and for establishing the specific short and long term
compensation elements thereunder. The Compensation Committee also oversees the
general compensation structure for all of the Company's employees. In addition,
the Compensation Committee administers the Company's 1988 Stock Plan, 1991 Stock
Plan, 1993 Stock Plan, 1994 Stock Plan, 1996 Stock Plan, 1996 Director Stock
Plan, 1996 Stock Purchase Plan, 1997 Stock Plan, 1999 Stock Plan and the 2000
Non-Qualified Plan. Of these Plans, only the 1996 Stock Purchase Plan, 1997
Stock Plan, the 1999 Stock Plan and the 2000 Non-Qualified Plan have shares
remaining which are available for grant.
The Company's executive compensation program established by the
Compensation Committee is designed to provide levels of compensation in formats
that assist the Company in attracting, motivating and retaining qualified
executives by providing a competitive compensation package geared to individual
and corporate performance. The Compensation Committee strives to establish
performance criteria, evaluate performance and establish base salary, annual
bonuses and long term incentives for the Company's key decision makers based
upon performance and is designed to provide appropriate incentives for
maximization of the Company's short and long term financial results for the
benefit of the Company's stockholders.
In order to meet its objectives, the Compensation Committee has chosen
three basic components for the Company's executive compensation program to meet
the Company's compensation philosophy. Base salaries, the fixed regular
component of executive compensation, are based upon (i) base salary levels among
a competitive peer group, (ii) the Company's past financial performance and
future expectations, (iii) the general and industry-specific business
environment and (iv) individual performance. Annual bonuses, which are directly
linked to the Company's yearly performance, are designed to provide additional
cash compensation based on short term performance of certain key employees.
Stock option grants, under the long term component of executive compensation,
are designed to incentivize and reward executive officers and key employees for
delivering value to the Company's stockholders over a longer, measurable period
of time. Historically, the Company has used the grant of stock options that vest
over some measurable period of time, currently five years, to accomplish this
objective.
Mr. Donegan is the Chief Executive Officer and Chairman of the Board of
Directors. His fiscal 2001 performance was evaluated on the basis of the factors
described above applicable to executive officers generally. His base salary was
based on a number of factors, including the base salaries of executives
performing similar functions for peer companies and his employment contract. The
annual bonus and stock option grant components of his compensation, as well as
his salary, reflect the Company's financial performance, the continued
introduction and commercialization of new products and progress toward achieving
business goals, as well as the achievement by Mr. Donegan of other non-financial
goals. In assessing Mr. Donegan's performance for fiscal 2001, the Compensation
Committee concluded that the financial and non-financial goals on which his
compensation was based had been achieved.
In general, under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code"), the Company cannot deduct, for federal income tax
purposes, compensation in excess of $1,000,000 paid to certain executive
officers. This deduction limitation does not apply, however, to compensation
that constitutes "qualified performance-based compensation" within the meaning
of Section 162(m) of the Code and the regulations promulgated thereunder. The
Company has considered the limitations on deductions imposed by Section 162(m)
of the Code, and it is the Company's present intention that, for so long as it
is consistent with
11
its overall compensation objective, substantially all tax deductions
attributable to executive compensation will not be subject to the deduction
limitations of Section 162(m) of the Code.
Respectfully submitted by the Compensation Committee:
Manfred Loeb
John L. Sprague
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Board of Directors has established a Compensation Committee
consisting of Mr. Loeb and Dr. Sprague. No person who served as a member of the
Compensation Committee was, during the fiscal year ended December 31, 2001, an
officer or employee of the Company or any of its subsidiaries, was formerly an
officer of the Company or any of its subsidiaries, or had any relationship
requiring disclosure herein. No executive officer of the Company serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's Board of
Directors or Compensation Committee.
COMPENSATION OF DIRECTORS
During 2001, directors who were not employees of the Company were entitled
to receive $2,500 per quarter as a retainer, $1,000 for each meeting of the
Board of Directors attended in person, $500 for each teleconference meeting of
the Board of Directors and $1,000 for each committee meeting, unless such
committee meeting is held on the same day as a meeting of the Board of Directors
in which case the compensation is reduced to $500. Such non-employee directors
elected not to accept their fees for the last quarter of 2001 and the first
quarter of 2002. The fees described above are planned to be reinstated in the
second quarter of 2002 at 50% of these amounts level and at 100% beginning with
the third quarter of 2002. No employee of the Company receives separate
compensation for services rendered as a director. All directors are reimbursed
for expenses in connection with attending Board and committee meetings.
On March 14, 1997, the Board of Directors of the Company adopted the 1997
Stock Option Plan, which was approved by the Company's stockholders at the
Special Meeting in Lieu of Annual Meeting held on May 30, 1997. Among other
provisions of the 1997 Stock Option Plan, each director, who is not also an
employee or consultant of the Company, received on the third Monday in July,
1997 (and has and will continue to receive on the same day each year thereafter)
an option to purchase 5,000 shares of Common Stock (the "Director Options").
Each person who is not also an employee or consultant of the Company and becomes
a director after the third Monday in July, 1997 will receive, upon the date of
his or her initial election as a director, an option to purchase 5,000 shares of
Common Stock. In 1999, the Company increased this option grant from 5,000 to
7,500 shares. The Director Options granted will vest one-fifth on each
anniversary of the date of grant and have an exercise price equal to the fair
market value of the Common Stock on the date of grant. The term of each Director
Option will be for a period of ten years from the date of grant. Director
Options will be subject to accelerated vesting under certain circumstances and
may be transferred to the extent vested. On February 17, 1999, the Board of
Directors adopted the 1999 Stock Plan, which was approved by the Company's
stockholders at the Annual Meeting held on May 28, 1999. The 1999 Stock Plan
provides for 1,200,000 shares of the Company's Common Stock to be reserved for
the grant of incentive stock options to employees of the Company and the grant
of non-qualified stock options, stock awards and opportunities to make direct
purchases of stock in the Company to employees, directors, officers and
consultants of the Company. Directors are eligible to receive option grants
under the 1999 Stock Plan and the Company intends to grant options to the
Directors consistent with past practices. On September 21, 2001, the Board of
Directors adopted the 2002 Nonstatutory Stock Option Plan. The 2002 Nonstatutory
Stock Option Plan provides for 1,000,000 shares of the Company's Common Stock to
be reserved for grant of non-qualified stock options,
12
stock awards and opportunities to make direct purchases of stock in the Company
to employees, directors, officers and consultants of the Company. Directors are
eligible to receive option grants under the 2002 Nonstatutory Stock Option Plan
and the Company intends to grant options to the Directors consistent with past
practices.
The Company has purchased directors' and officers' liability insurance
covering all of the Company's directors and officers. The aggregate premium for
this insurance policy in 2001 was $273,030.
STOCK PERFORMANCE GRAPH
The following performance graph compares the percentage change in the
cumulative total stockholder return on the Company's Common Stock during the
five year period from December 31, 1996 through December 31, 2001, with the
cumulative total return on (i) a group consisting of the Company's peer
corporations on a line-of-business basis (the "Peer Group") and (ii) the Nasdaq
Composite Index (Total Return). The comparison assumes $100 was invested on
December 31, 1996 in the Company's Common Stock, the Peer Group and the Nasdaq
Composite Index and assumes reinvestment of dividends, if any. The Peer Group
consists of all corporations that are members of the semiconductor industry with
3674 as their Primary Standard Industrial Classification Number.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG SIPEX CORPORATION,
PEER GROUP AND NASDAQ COMPOSITE INDEX
LOGO
-------------------------------------------------------------------------------------------------------------------
12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------------------------------------------------------------------------------------------------------------------
SIPEX Corporation Common Stock $100.00 $187.60 $217.83 $152.33 $148.45 $79.69
Peer Group $100.00 $104.21 $156.89 $337.57 $250.83 $203.56
Nasdaq Composite Index (Total Return) $100.00 $122.32 $172.52 $304.29 $191.25 $152.46
13
DECEMBER 31, 1996 DECEMBER 31, 2001
($) ($)
----------------- -----------------
SIPEX Corporation Common Stock............................. 100.00 79.69
Peer Group................................................. 100.00 203.56
Nasdaq Composite Index (Total Return)...................... 100.00 152.46
---------------
* $100 invested on January 1, 1997 in Common Stock or the appropriate index,
including reinvestment of dividends, through fiscal year ended December 31,
2001.
(1) This chart is not "soliciting material," is not deemed filed with the
Securities and Exchange Commission and is not to be incorporated by
reference in any filings of the Company under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made
before or after the date hereof and irrespective of any general
incorporation language in any such filing.
(2) The stock price performance shown on the graph is not necessarily indicative
of future price performance. Information used on this graph was obtained
from Media General Financial Services, Inc., a source believed to be
reliable, although the Company is not responsible for any errors or
omissions in such information.
CERTAIN TRANSACTIONS
On December 14, 1998, the Company made a loan to Frank R. DiPietro,
Executive Vice President of Finance, Chief Financial Officer, Treasurer and
Clerk of the Company, in the sum of $250,000 cash. The loan was secured by a
Pledge and Security Agreement dated December 14, 1998 and was evidenced by the
issuance and delivery to the Company of a Promissory Note bearing interest at a
rate of 8% per annum, with interest payable on a monthly basis and the principal
and any remaining interest payable at maturity. The loan was extended pursuant
to the issuance and delivery of a Promissory Note dated December 21, 2000. On
March 17, 2001, the Company elected to forgive amounts owed pursuant to the
Promissory Note at a rate of 25% per year over the next four years, so long as
Mr. DiPietro remains an employee of the Company. The largest aggregate amount of
indebtedness under such Promissory Note during the fiscal year ended December
31, 2001 was $250,000. As of April 8, 2002, $187,500 remained outstanding.
In November 1999, the Company made a loan to Stephen E. Parks, Executive
Vice President for Sales and Marketing of the Company, in the sum of $250,000
cash. The largest aggregate amount of indebtedness under such Promissory Note
during the fiscal year ended December 31, 2001 was $138,889. As of April 8,
2002, $34,723 remained outstanding.
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected the firm of KPMG LLP as the Company's
independent accountants for the 2002 fiscal year. KPMG LLP has served as the
Company's independent accountants commencing with the year ended December 31,
1995.
Representatives of KPMG LLP are expected to be present at the Annual
Meeting. They will have the opportunity to make a statement if they desire to do
so and will also be available to respond to appropriate questions from
stockholders.
14
INDEPENDENT AUDITORS FEES
The Company retained KPMG LLP to audit the consolidated financial
statements for 2001. The aggregate fees billed for professional services by KPMG
in 2001 for these various services were:
Audit Fees: $160,000 for services rendered for the annual audit of the
Company's consolidated financial statements for 2001 and the quarterly reviews
of the financial statements included in the Company's Forms 10-Q.
Tax Fees: $38,000 for services rendered to the Company for the preparation
of the Company's federal and state income tax returns for 2001.
All Other Fees: The aggregate fees billed by KPMG for services other than
those described above for the fiscal year ended December 31, 2001 were $86,000.
SIPEX's Audit Committee has determined that the provision of the services
provided by KPMG as set forth herein are compatible with maintaining KPMG's
independence.
Although the Company expects to continue to retain KPMG for audit services,
the Company's managers make all management decisions and are responsible for
establishing and maintaining the Company's system of internal accounting
controls.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who own more than ten percent of a
registered class of the Company's equity securities (collectively, "Reporting
Persons"), to file reports of ownership on Forms 3, 4 and 5 with the Securities
and Exchange Commission and the Company. Based on the Company's review of copies
of such forms and written representations from the Reporting Persons, the
Company believes that all its officers, directors and greater than ten percent
stockholders complied with all filing requirements applicable to them with
respect to transactions during fiscal year 2001.
EXPENSES AND SOLICITATION
The cost of soliciting proxies on behalf of the Company will be borne by
the Company. The Company will pay banks, brokers and other entities that
exercise fiduciary powers which hold shares of Common Stock of record in nominee
name or otherwise or as a participant in a registered clearing agency or which
hold shares of Common Stock on behalf of beneficial owners and deposit such
shares for safekeeping with another entity that exercises fiduciary powers their
reasonable expenses for completing the mailing to security holders of proxy
soliciting material and annual reports supplied by the Company. Further
solicitation may be made by the officers and employees of the Company by mail,
telephone, telegraph or personal interview without additional compensation. The
Company also may retain a professional proxy solicitation service at the
Company's expense to assist in the solicitation of proxies if necessary.
DEADLINE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the Company's proxy
materials to be furnished to all stockholders entitled to vote at the 2003
Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received at
the Company's principal executive offices not later than December 18, 2002.
15
The SEC rules allow the proxies of Company management to use their
discretionary voting authority with respect to any stockholder proposal, when
and if raised at the Annual Meeting of stockholders, that is not intended to be
included in the Company's proxy statement, without any discussion of the matter
in the proxy statement, unless the stockholder has notified the Company of such
proposal not less than forty-five (45) calendar days in advance of the
anniversary of the mailing date of the prior year's proxy statement. The
discretionary vote deadline for the 2003 Annual Meeting of Stockholders is March
8, 2003.
------------------------
THE BOARD OF DIRECTORS ENCOURAGES STOCKHOLDERS TO ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY
EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
16
SKU 1504-PS-02
DETACH HERE
PROXY
SIPEX CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 17, 2002
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of SIPEX Corporation, a Massachusetts
corporation (the "Corporation"), hereby acknowledges receipt of the Notice of
Annual Meeting of Stockholders and Proxy Statement, each dated April 22, 2002
and hereby appoints James E. Donegan and Frank R. DiPietro, and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
Annual Meeting of Stockholders of the Corporation to be held at the
Corporation's corporate offices, located at 233 South Hillview Drive, Milpitas,
California 95035 on Friday, May 17, 2002 at 10:00 a.m., local time, and at any
adjournment or adjournments thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on all the matters set forth on the reverse side.
[SEE REVERSE SIDE] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE SIDE]
DETACH HERE
[X] PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
THIS PROXY WILL BE VOTED AS DIRECTED, OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR AND AS SAID PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OF STOCKHOLDERS.
1. To elect Mr. James E. Donegan as a member of the Board of Directors to
serve for a three-year term as a Class III Director
[ ] FOR [ ] WITHHOLD
and, in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
(This proxy should be dated and must be signed by the stockholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
Signature: Date: Signature: Date:
------------------ ---------- ------------------ ----------