SCHEDULE 14A
(Rule 14-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12
CELLPOINT INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CELLPOINT INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
SEPTEMBER 19, 2001
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
CELLPOINT INC., a Nevada corporation (the "Company"), will be held at 3000
Hillswood Drive, Hillswood Business Park, Chertsey, Surrey KT16 0RS, England on
Wednesday, September 19, 2001, at 4:00 p.m., local time, for the following
purposes:
1. To approve transactions for the issuance of common stock pursuant to
certain financing transactions; and
2. To transact such other business as may be properly brought before the
meeting and all adjournments thereof.
Only stockholders of record at the close of business on August 17, 2001,
will be entitled to notice of, and to vote at, the meeting and any adjournment
thereof.
THE BOARD OF DIRECTORS OF CELLPOINT INC. HOPES THAT YOU WILL FIND IT
CONVENIENT TO ATTEND THE MEETING IN PERSON. IN ANY EVENT, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY TO MAKE SURE THAT YOUR SHARES ARE REPRESENTED
AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY REVOKE THE PROXY YOU HAVE
SENT IN AND VOTE YOUR STOCK PERSONALLY.
By Order of the Board of Directors,
LYNN DUPLESSIS,
Secretary
Surrey, England
August 31, 2001
CELLPOINT INC.
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of CellPoint Inc., a Nevada corporation (the "Company"), of
proxies to be voted at the Special Meeting of Stockholders of the Company to be
held at 3000 Hillswood Drive, Hillswood Business Park, Chertsey, Surrey KT16 0RS
England, on Wednesday, September 19, 2001, at 4:00 p.m., local time, or at any
adjournment or adjournments thereof. Only stockholders of record at the close of
business on August 17, 2001, shall be entitled to notice of, and to vote at, the
meeting. Shares represented by duly executed proxies received by the Company
will be voted in accordance with the instructions contained therein and, in the
absence of specific instructions, will be voted as follows:
1. "FOR" the issuance of common stock pursuant to certain financing
transactions as described herein; and
2. As recommended by the Board of Directors in its discretion, with regard
to all other matters that may properly come before the meeting.
At this time, the Board of Directors knows of no other such matters that
will be presented for consideration at the Special Meeting. The execution of a
proxy will in no way affect a stockholder's right to attend the Special Meeting
and to vote in person. Any proxy executed and returned by a stockholder in
response to this Proxy Statement may be revoked at any time thereafter except as
to any matter or matters upon which, prior to such revocation, a vote shall have
been cast pursuant to the authority conferred by such proxy.
Each proposal requires the affirmative vote of a majority of the votes cast
at the Special Meeting on such proposal. For purposes of determining the number
of votes cast with respect to a particular matter, only those cast "for" or
"against" are included. Shares represented by proxies marked to withhold
authority to vote, and shares represented by proxies that indicate that the
broker or nominee stockholder thereof does not have discretionary authority to
vote them, will be counted only to determine the existence of a quorum at the
Special Meeting.
This Proxy Statement and the accompanying proxy are being sent on or about
August 31, 2001, to stockholders entitled to vote at the Special Meeting. The
cost of solicitation of the Company proxies will be borne by the Company. In
addition to the use of the mails, proxy solicitations may be made by telephone,
telecopier and personal interview by officers, directors and employees of the
Company. However, all proxies granted in response to this Proxy Statement must
be made in writing by signing the enclosed proxy card.
The Company will, upon request, reimburse brokerage houses and persons
holding shares in their names or in the names of their nominees for their
reasonable expenses in sending soliciting material to their principals. The
Company's executive offices are located at 3000 Hillswood Drive, Hillswood
Business Park, Chertsey, Surrey KT16 0RS, England. The Company's telephone
number is +44 1932 895 310.
VOTING SECURITIES AND SECURITY OWNERSHIP
Only stockholders of record at the close of business on August 17, 2001,
will be entitled to vote at the Special Meeting of Stockholders and any
adjournment thereof. At the close of business on August 17, 2001, there were
outstanding 11,013,382 shares of Common Stock, $.001 par value, of the Company.
Each of such shares is entitled to one vote. There was no other class of voting
securities outstanding at that date.
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of August 17, 2001, by (i) each
person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's officers and
directors; and (iii) all officers and directors as a group. Unless otherwise
noted below, each such person had sole voting and investment power over such
shares.
NAME AND ADDRESS OF BENEFICIAL SHARES OF COMMON STOCK PERCENT OF COMMON STOCK
OWNERS AND DIRECTORS AND OFFICERS BENEFICIALLY OWNED BENEFICIALLY OWNED
--------------------------------------------------- ---------------------- -----------------------
5% Beneficial Owners
Novel Electronics Systems & Technologies........... 2,211,800 20.08%
5 Duke of Edinburgh Ave
Port Louis, Mauritius
Directors and Executive Officers:
Stephen Childs..................................... 19,500(a) *
4800 Abbey Road
Placerville, California 95667
United States
Lynn Duplessis (together with Peter Henricsson).... 2,150,000(b) 19.52%
3000 Hillswood Drive
Hillswood Business Park
Chertsey, Surrey KT16 0RS
EnglandEngland
Peter Henricsson (together with Lynn Duplessis).... 2,150,000(c) 19.52%
3000 Hillswood Drive
Hillswood Business Park
Chertsey, Surrey KT16 0RS
England
Mats Jonnerhag..................................... 3,023(d) *
Borsinsikt AB
Box 6044
S-192 06 Sollentuna
Sweden
Bengt Nordstrom.................................... 35,000(e) *
Northstream AB
Sjoangsvagen 7
S-19172 Sollentuna
Sweden
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NAME AND ADDRESS OF BENEFICIAL SHARES OF COMMON STOCK PERCENT OF COMMON STOCK
OWNERS AND DIRECTORS AND OFFICERS BENEFICIALLY OWNED BENEFICIALLY OWNED
--------------------------------------------------- ---------------------- -----------------------
Lars Persson....................................... 30,000(f) *
126 A Old Working Road
Pyrford
Surrey GU 22 8PB
England
Lars Wadell........................................ 0(g) *
Artillergatan 50
5 Tr, SE-114 54 Stockholm
Sweden
Officers and Directors as a Group (7 persons)...... 2,237,523 20.32%
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* Less than 1%
(a) Mr. Childs holds options to acquire 40,000 shares, of which 19,500 are
currently exercisable.
(b) Includes (1) 1,500,000 shares beneficially owned by Peter Henricsson,
Ms. Duplessis' husband, (2) options to acquire 75,000 shares issued to
Ms. Duplessis, and (3) options to acquire 75,000 shares issued to
Mr. Henricsson.
(c) Includes (1) 500,000 shares beneficially owned by Lynn Duplessis,
Mr. Henricsson's wife, (2) options to acquire 75,000 shares issued to
Mr. Henricsson and (3) options to acquire 75,000 shares issued to
Ms. Duplessis.
(d) Includes 1,550 shares held by Borsinsikt AB, of which Mr. Jonnerhag is a 66%
stockholder (owning 1,023 shares).
(e) Mr. Nordstrom holds options to acquire 35,000 shares, all of which are
currently exercisable.
(f) Mr. Persson holds options to acquire 90,000 shares, of which 30,000 are
currently exercisable.
(g) Mr. Wadell holds options to acquire 40,000 shares, none of which is
currently exercisable.
For the purpose of the foregoing table, each of the directors and executive
officers is deemed to be the beneficial owner of shares that may be acquired by
him or her within 60 days through the exercise of options, if any, and such
shares are deemed to be outstanding for the purpose of computing the percentage
of the Company's Common Stock beneficially owned by him or her and by the
directors and executive officers as a group. Such shares, however, are not
deemed to be outstanding for the purpose of computing the percentage of the
Company's Common Stock beneficially owned by any other person.
The foregoing table does not include shares issuable upon conversion of
notes and exercise of warrants currently held by Castle Creek Technology
Partners, LLC ("Castle Creek"). On July 25, 2001, the Company and Castle Creek
entered into a Note Purchase, Modification and Forebearance Agreement, pursuant
to which the Company has agreed to purchase the remaining $9.25 million
principal amount in convertible notes currently held by Castle Creek. The
Company is obligated to pay $3.0 million to Castle Creek by September 24, 2001
and $4.955 million by October 23, 2001 (of which $1.0 million was paid as a
non-refundable deposit on July 25, 2001), plus all accrued and unpaid interest
from the original issuance date through October 23, 2001 or, if earlier, the
date of the purchase. As part of the transaction, the Company has issued to
Castle Creek five-year warrants to purchase 500,000 shares of Common Stock,
exercisable after one year, at an exercise price of $3.14 per share (subject to
specified anti-dilution adjustment). The shares issuable upon exercise of such
warrant are to be registered with the Securities and Exchange Commission. In
addition, the Company has granted to Castle Creek a security interest in its
assets (including the assets of its subsidiaries),
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including its intellectual property. Castle Creek has agreed not to trade in the
Company's stock effective July 25, 2001 until the note repurchase is completed,
in consideration of which Castle Creek was paid $1.0 million as a non-refundable
deposit against the final note purchase payment. The fixed conversion price of
the notes was changed to $4.00 with no floating conversion price if the notes
are purchased on a timely basis and the Company complies with all its other
obligations to Castle Creek in all material respects. The Company also agreed to
certain limitations on the terms of future debt and equity financings, which
limitations would not apply to a financing that provided the proceeds for the
final purchase of the notes. The Company has granted Castle Creek a full release
of all claims and has agreed not to disparage Castle Creek; Castle Creek has
agreed not to disparage the Company. In addition, Castle Creek holds warrants to
purchase 210,526 shares of Common Stock, which are currently exercisable at an
exercise price of $11.40 per share (subject to antidilution adjustments).
PROPOSAL
APPROVAL OF PRIVATE OFFERING TRANSACTIONS
INVOLVING THE FUTURE ISSUANCE OF COMMON STOCK
The Board of Directors has determined that it is in the best interests of
the Company to authorize the issuance of shares of Common Stock in offerings
exempt from registration under the Securities Act of 1933, as amended (the
"Act"). The Company seeks approval of the issuance of Common Stock in two
separate offerings described below. Such offerings shall consist of the issuance
of units consisting of Common Stock and warrants to purchase Common Stock in
exchange for cash consideration. The number or shares to be issued directly and
which will become issuable upon the exercise of warrants may exceed 20% or more
of the voting power outstanding before such issuance.
The purposes of the offerings are to (i) fund the working capital needs of
the Company, and (ii) fund the repurchase of all of the Company's outstanding 6%
convertible notes held by Castle Creek. On July 25, 2001, the Company and Castle
Creek entered into a Note Purchase, Modification and Forebearance Agreement,
pursuant to which the Company agreed to purchase the remaining $9.25 million
principal amount in convertible notes currently held by Castle Creek. The
Company is obligated to pay $3.0 million to Castle Creek by September 24, 2001
and $4.955 million by October 23, 2001 (of which $1.0 million was paid as a
non-refundable deposit on July 25, 2001), plus all accrued and unpaid interest
from the original issuance date through October 23, 2001 or, if earlier, the
date of the purchase.
One offering, to be conducted in the United States in one or mare tranches,
pursuant to Regulation D promulgated under the Act, is of an initial maximum of
70 units, plus if the offering is oversubscribed, an additional 50 units (the
"Regulation D Offering"). Each unit consists of shares of Common Stock and
warrants to purchase Common Stock. The purchase price for each unit is $60,000.
The number of shares comprising one unit will be determined based on a 20%
discount to the volume weighted average price of the Company's Common Stock as
traded on the Nasdaq for five days preceding the closing of each purchase. The
number of warrants to be included in each unit sold in the Regulation D Offering
will be equal to 50% of the number of shares included in the unit. Half of the
warrants will be exercisable at $3.50 per share for a period of 12 months from
the date of issuance and half of the warrants will be exercisable at $5.00 per
share for a period of 24 months from the date of issuance.
The Company expects that the purchasers of such shares would be a limited
number of institutional or individual investors who are "accredited investors"
as defined in Rule 501(a) of Regulation D promulgated under the Act. Purchasers
in such offering have not been identified and, therefore, the consummation of
the offering will depend upon the ability of the Company to identify and reach
agreement with such purchasers upon terms of the sale, including price, which
are acceptable
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to the Board of Directors of the Company. There can be no assurance that the
Regulation D Offering will be consummated.
The other offering is being conducted pursuant to Regulation S under the
Act. The Company is offering for sale an initial maximum of 80 units, plus if
the offering is oversubscribed, an additional 60 units (the "Regulation S
Offering"; the Regulations S offering and the Regulation D Offering being
sometimes collectively referred to as the "Offerings"). The units in the
Regulation S Offering will be offered and sold only to "non-U.S. Persons" as
such term is defined in Regulation S. Each unit in the Regulation S Offering
consists of shares of the Company's Common Stock and warrants to purchase Common
Stock. The shares of Common Stock and the shares issuable upon exercise of the
warrants may, at the request of the holder thereof, be exchanged for Swedish
Depositary Receipts ("SDRs") after those shares have been registered with the
Securities and Exchange Commission ("SEC") in the United States. The purchase
price for each unit is 500,000 Swedish Kronor ("SEK"), which is valid through
the initial closing. The initial closing will take place after a minimum of 70
units are sold, and the units may be sold at multiple closings. The subscription
price is subject to change by agreement between the Company and the placement
agent at any time after the initial closing of the Regulation S Offering.
Initially, 20,000 shares and 10,000 warrants will comprise one unit. Half of the
warrants per unit (5,000) will be exercisable at 33 SEK per share for a period
of six months from the date of the initial closing and half of the warrants per
unit (5,000) will be exercisable at 56 SEK per share for a period of 12 months
from the date of the initial closing. There can be no assurance that the
Regulation S Offering will be consummated.
The shares to be issued in the Offerings will not be registered under the
Act or applicable state securities laws and may not be resold unless they are
subsequently registered under the Act and such state securities laws or unless
an exemption from registration is available. Consequently, the purchasers of
these shares may be unable to liquidate their investment in the Company in the
event of any emergency or for any other reason and may thus be required to
retain their shares for an indefinite period. Accordingly, the price to be paid
by the purchasers for the shares issued in such Offerings is likely to be less
than the market price of the Company's Common Stock on the Nasdaq National
Market at the date of closing of the offering. However, the Company has agreed
to file a registration statement for such shares issued in the offering by
October 31, 2001 or as soon as practicable thereafter. Although any changes in
the market price of the Company's Common Stock are impossible to predict with
any certainty, large block resales by the purchasers of shares issued in such
offering or the perceived possibility of large block future resales may have a
negative impact on the market price of the Company's Common Stock.
The Company will use the proceeds from these Offerings for the expansion and
acceleration of international sales and marketing activities, product
development and research, the repurchase of the Castle Creek notes and working
capital for general corporate purposes. Any proceeds from the exercise of
warrants will be used for the same purposes.
The Company's Common Stock is traded on the Nasdaq National Market. Nasdaq
Marketplace Rule 4350 requires the Company to obtain stockholder approval in
connection with the sale or issuance of shares of its common stock (or
securities convertible into or exercisable for shares of common stock) not in a
public offering when (i) the number of additional shares of common stock being
issued equals or exceeds 20% of the number of shares of common stock that are
outstanding prior to such sale or issuance and (ii) the shares of common stock
will be sold at a price per share that is less than the greater of the (x) per
share book value or (y) per share market value of the shares of common stock at
the time of such sale or issuance.
While there is no assurance that these Offerings will be completed, the
Company is seeking stockholder approval of this proposal, because, after
assuming the completion of the issuance of shares in the Offerings and the
exercise of the warrants included in the Offerings, the aggregate number of
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shares of Common Stock issuable pursuant to the Offerings taken together may
exceed 20% of the currently outstanding shares of Common Stock.
If the stockholders approve this proposal, then the Company will, after such
shares are registered with the SEC, apply to list on Nasdaq the additional
shares of common stock to be issued under the Regulation D Offering and the
Regulation S Offering.
EFFECT OF THE FAILURE TO APPROVE THIS PROPOSAL
Failure to obtain stockholder approval of this proposal will limit the
number of shares of Common Stock that can be issued pursuant to the
Regulation D Offering and the Regulation S Offering, and will therefore limit
the Company's ability to finance its working capital needs and to repurchase the
convertible notes from Castle Creek. A failure by the Company to make the
payments required under the Note Purchase, Modification and Forebearance
Agreement with Castle Creek would be an event of default under the convertible
notes and would permit Castle Creek to exercise all of its rights as a secured
lender of the Company, including, but not limited to foreclosure on the assets
of the Company and its subsidiaries.
CERTAIN RISKS OF THE ISSUANCE OF SHARES OF UNITS PURSUANT TO THE OFFERINGS
Under the terms of the Regulation D Offering, the Company may sell an
initial maximum of 70 units, plus if the Offering is oversubscribed, an
additional 50 units. The number of shares comprising one unit will be determined
based on a 20% discount to the volume weighted average price of the Company's
common stock as traded on Nasdaq for the five days preceding the closing of each
purchase. Because the number of shares that comprise one unit in the
Regulation D Offering is tied directly to the market price the number of shares,
the actual number of shares that the Company sells in the Regulation D Offering
and the associated ownership dilution experienced by stockholders will be
greater if the price of the Company's Common Stock declines. Under the terms of
the Regulation S Offering, the Company may sell an initial maximum of 80 units,
plus if the offering is oversubscribed, and additional 60 units. Initially,
20,000 shares and 10,000 warrants will comprise one unit. After the initial
closing, the subscription price per unit will be subject to change by agreement
between the Company and the placement agent.
The Company has agreed that prior to October 31, 2001 it will file with the
SEC a registration statement covering the shares of Common Stock and the shares
issuable upon exercise of the warrants included in the Regulation D Offering and
the Regulation S Offering. Upon the effectiveness of such registration
statement, a large number of shares will become freely tradeable without
restriction under the Securities Act. The sale of a substantial number of shares
of Common Stock in the public market could cause a reduction in the market price
of the Company's common stock. Sales by stockholders of Common Stock in the
public market could materially adversely affect the prevailing market price for
the Common Stock and could impair the Company's ability to raise additional
capital. Any such sales could materially adversely affect the then-prevailing
market price for the Common Stock or the ability of the Company's stockholders
to sell their shares.
RECOMMENDATION
The Board of Directors has approved the transactions contemplated by the
Regulation D Offering and the Regulation S Offering. The Board of Directors of
the Company believes that it is in the best interests of the Company and its
stockholders that the foregoing proposal be approved so that the Company can
continue to finance its working capital needs and to fund the repurchase of the
convertible notes held by Castle Creek. Without approval of this proposal, the
Company will not have the authority to issue a sufficient number of shares of
Common Stock to raise the capital needed to fund its working capital needs and
to fund the repurchase of the convertible notes.
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Approval requires the affirmative vote of a majority of the votes cast at
the meeting, in person or by proxy, on such proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO APPROVE THE
ISSUANCE OF MORE THAT 20% OF THE OUTSTANDING SHARES OF COMMON STOCK.
INCORPORATION BY REFERENCE
There is hereby incorporated by reference into this Proxy Statement all of
the Company's periodic reports heretofore filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, and the
regulations thereunder.
OTHER MATTERS
As of the date of this Proxy Statement, the Company knows of no matter other
than those set forth herein which will be presented for consideration at the
Special Meeting of Stockholders. If any other matter or matters are properly
brought before the meeting or any adjournment thereof, it is the intention of
the person named in the accompanying proxy to vote, or otherwise act, on such
matters in accordance with his judgment.
LYNN DUPLESSIS,
Secretary
Surrey, England
August 31, 2001
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CELLPOINT INC.
PROXY B SPECIAL MEETING OF STOCKHOLDERS B SEPTEMBER 19, 2001
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, a stockholder of CELLPOINT INC., a Nevada corporation (the
"Company"), does hereby appoint PETER HENRICSSON and LYNN DUPLESSIS, and each of
them, the true and lawful attorneys and proxies, with full power of
substitution, for and in the name, place and stead of the undersigned, to vote,
as designated below, all of the shares of stock of the Company which the
undersigned would be entitled to vote if personally present at the Special
Meeting of Stockholders of the Company to be held at 3000 Hillswood Drive,
Hillswood Business Park, Chertsey, Surrey KT16 0RS England, on September 19,
2001, at 4:00 p.m., local time, and at any adjournment or adjournments thereof.
/X/ Please mark votes as in this example
UNLESS OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL.
1. APPROVAL OF PRIVATE OFFERING TRANSACTIONS INVOLVING THE FUTURE ISSUANCE
OF COMMON STOCK
/ / FOR / / AGAINST / / ABSTAIN
2. TO VOTE WITH DISCRETIONARY AUTHORITY WITH RESPECT TO ALL OTHER MATTERS
WHICH MAY COME BEFORE THE MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given and
ratifies and confirms that all the proxies appointed hereby, or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof. All of said proxies or their substitutes who shall be present and
act at the meeting, or if only one is present and acts, then that one,
shall have and may exercise all of the powers hereby granted to such
proxies. The undersigned hereby acknowledges receipt of a copy of the
Notice of Special Meeting and Proxy Statement, both dated August 31,
2001.
/ / MARK HERE FOR ADDRESS CHANGE AND INDICATE CHANGE:
Signature: ______ Date: _____
Signature: ______ Date: _____
NOTE: Your signature should appear
the same as your name
appears hereon. In signing
as attorney, executor,
administrator, trustee or
guardian, please indicate
the capacity in which
signing. When signing as
joint tenants, all parties
in the joint tenancy must
sign. When a proxy is given
by a corporation, it should
be signed by an authorized
officer and the corporate
seal affixed. No postage is
required if returned in the
enclosed envelope and mailed
in the United States.