SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
ss. 240.14a-11(c) or ss. 240.14a-12
INFORMATICA CORPORATION
-----------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------
(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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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[LOGO OMITTED]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held May 28, 2002
-------------------------------
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of Informatica Corporation, a Delaware corporation
("Informatica"), will be held on Tuesday, May 28, 2002 at 3:00 p.m., local
time, at Informatica's corporate headquarters, 2100 Seaport Boulevard, Redwood
City, CA 94063, for the following purposes:
1. To elect two Class II directors for a term of three years or until their
respective successors have been duly elected and qualified.
2. To ratify the appointment of Ernst & Young LLP as Informatica's
independent auditors.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement of the Annual Meeting.
These items of business are more fully described in the Proxy Statement
accompanying this Notice of Annual Meeting.
Only holders of record of Informatica's common stock at the close of
business on April 5, 2002, the record date, are entitled to vote on the matters
listed in this Notice of Annual Meeting.
All stockholders are cordially invited to attend the Annual Meeting in
person. However, to ensure your representation at the Annual Meeting, please
vote as soon as possible using one of the following methods: (1) by using the
Internet as instructed on the enclosed proxy card, (2) by telephone (please see
your proxy card for instructions) or (3) by mail, using the enclosed paper
proxy card and postage-prepaid envelope. For further details, please see the
section entitled "Voting" on page two of the accompanying Proxy Statement. Any
stockholder attending the Annual Meeting may vote in person even if he or she
has voted using the Internet, telephone, or proxy card.
By Order of the Board of Directors
of Informatica Corporation
/s/ Gaurav S. Dhillon
----------------------------------
Gaurav S. Dhillon
Chief Executive Officer,
Secretary and Director
Redwood City, California
April 16, 2002
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WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE BY TELEPHONE
OR BY USING THE INTERNET AS INSTRUCTED ON THE ENCLOSED PROXY CARD OR COMPLETE,
SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
INFORMATICA CORPORATION
-------------
PROXY STATEMENT
FOR
2002 ANNUAL MEETING OF STOCKHOLDERS
-------------
PROCEDURAL MATTERS
General
This Proxy Statement is being furnished to holders of common stock, par
value $0.001 per share (the "Common Stock"), of Informatica Corporation, a
Delaware corporation ("Informatica" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of Informatica for use at the
Annual Meeting of Stockholders (the "Annual Meeting") to be held on Tuesday,
May 28, 2002 at 3:00 p.m., local time, and at any adjournment or postponement
thereof for the purpose of considering and acting upon the matters set forth
herein. The Annual Meeting will be held at Informatica's corporate offices,
located at 2100 Seaport Boulevard, Redwood City, CA 94063. The telephone number
at that location is (650) 385-5000.
This Proxy Statement, the accompanying form of proxy card and the
Company's Annual Report to Stockholders are first being mailed on or about
April 16, 2002 to all stockholders entitled to vote at the Annual Meeting.
Stockholders Entitled to Vote; Record Date
Only holders of record of Informatica's Common Stock at the close of
business on April 5, 2002 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting. Such stockholders are entitled to cast one vote for
each share of Common Stock held as of the Record Date on all matters properly
submitted for the vote of stockholders at the Annual Meeting. As of the record
date, there were 79,253,282 shares of Common Stock outstanding and entitled to
vote at the Annual Meeting. No shares of preferred stock were outstanding. For
information regarding security ownership by management and by the beneficial
owners of more than 5% of Informatica's Common Stock, see "Share Ownership by
Principal Stockholders and Management."
Quorum; Required Vote
The presence of the holders of a majority of the shares of Common Stock
entitled to vote generally at the Annual Meeting is necessary to constitute a
quorum at the Annual Meeting. Such stockholders are counted as present at the
meeting if they (1) are present in person at the Annual Meeting or (2) have
properly submitted a proxy card or voted by telephone or by using the Internet.
A plurality of the votes duly cast is required for the election of directors.
The affirmative vote of a majority of the votes duly cast is required to ratify
the appointment of auditors.
Under the General Corporation Law of the State of Delaware, an abstaining
vote and a broker "non-vote" are counted as present and entitled to vote and
are, therefore, included for purposes of determining whether a quorum is
present at the Annual Meeting; however, broker "non-votes" are not deemed to be
"votes cast." As a result, broker "non-votes" are not included in the
tabulation of the voting results on the election of directors or issues
requiring approval of a majority of the votes cast and, therefore, do not have
the effect of votes in opposition in such tabulations. A broker "non-vote"
occurs when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting
power with respect to that item and has not received instructions from the
beneficial owner.
Voting
Voting by attending the meeting. A stockholder may vote his or her shares
in person at the Annual Meeting. A stockholder planning to attend the Annual
Meeting should bring proof of identification for entrance to the Annual
Meeting.
Voting by proxy card. All shares entitled to vote and represented by
properly executed proxy cards received prior to the Annual Meeting, and not
revoked, will be voted at the Annual Meeting in accordance with the
instructions indicated on those proxy cards. If no instructions are indicated
on a properly executed proxy card, the shares represented by that proxy card
will be voted as recommended by the Board of Directors. If any other matters
are properly presented for consideration at the Annual Meeting, including,
among other things, consideration of a motion to adjourn the Annual Meeting to
another time or place (including, without limitation, for the purpose of
soliciting additional proxies), the persons named in the enclosed proxy card
and acting thereunder will have discretion to vote on those matters in
accordance with their best judgment. The Company does not currently anticipate
that any other matters will be raised at the Annual Meeting. Any proxy card
given pursuant to this solicitation may be revoked by the person giving it at
any time before it is voted. A proxy card may be revoked (1) by filing with the
Secretary of the Company, at or before the taking of the vote at the Annual
Meeting, a written notice of revocation or a duly executed proxy card, in
either case dated later than the prior proxy card relating to the same shares,
or (2) by attending the Annual Meeting and voting in person (although
attendance at the Annual Meeting will not of itself revoke a proxy). Any
written notice of revocation or subsequent proxy card must be received by the
Secretary of the Company prior to the taking of the vote at the Annual Meeting.
Such written notice of revocation or subsequent proxy card should be hand
delivered to the Secretary of the Company or should be sent so as to be
delivered to Informatica Corporation, 2100 Seaport Boulevard, Redwood City, CA
94063, Attention: Corporate Secretary.
Voting by telephone or the Internet. A stockholder may vote his or her
shares by calling the toll-free number indicated on the enclosed proxy card and
following the recorded instructions or by accessing the website indicated on
the enclosed proxy card and following the instructions provided.
When a stockholder votes via the Internet or by telephone, his or her vote
is recorded immediately. Informatica encourages its stockholders to vote using
these methods whenever possible. If a stockholder attends the Annual Meeting,
he or she may also submit his or her vote in person, and any previous votes
that were submitted by the stockholder, whether by Internet, telephone or mail,
will be superseded by the vote that such stockholder casts at the Annual
Meeting.
Expenses of Solicitation
Informatica will bear all expenses of this solicitation, including the
cost of preparing and mailing this proxy material. The Company may reimburse
brokerage firms, custodians, nominees, fiduciaries and other persons
representing beneficial owners of Common Stock for their reasonable expenses in
forwarding solicitation material to such beneficial owners. Directors, officers
and employees of the Company may also solicit proxies in person or by
telephone, letter, e-mail, telegram, facsimile or other means of communication.
Such directors, officers and employees will not be additionally compensated,
but they may be reimbursed for reasonable out-of-pocket expenses in connection
with such solicitation. The Company may engage the services of a professional
proxy solicitation firm to aid in the solicitation of proxies from certain
brokers, bank nominees and other institutional owners. The Company's costs for
such services, if retained, will not be material.
Procedure for Submitting Stockholder Proposals
Requirements for stockholder proposals to be considered for inclusion in
the Company's proxy materials. Stockholders may present proper proposals for
inclusion in the Company's proxy statement and for consideration at the next
annual meeting of its stockholders by submitting their proposals in writing to
the Secretary of the Company in a timely manner. In order to be included in the
Company's proxy materials for the 2003 annual meeting of stockholders,
stockholder proposals must be received by the Secretary of the Company no later
than December 17, 2002, and must otherwise comply with the requirements of Rule
14a-8 of the Securities Exchange Act of 1934 (the "Exchange Act").
2
Requirements for stockholder proposals to be brought before an annual
meeting. In addition, the Company's Bylaws establish an advance notice
procedure for stockholders who wish to present certain matters before an annual
meeting of stockholders. In general, nominations for the election of directors
may be made by (1) the Board of Directors, (2) any nominating committee
appointed by the Board of Directors or (3) any stockholder entitled to vote who
has written notice delivered to the Secretary of the Company within the Notice
Period (as defined below), which notice must contain specified information
concerning the nominees and concerning the stockholder proposing such
nominations.
The Company's Bylaws also provide that the only business that may be
conducted at an annual meeting is business that is (1) specified in the notice
of meeting given by or at the direction of the Board of Directors, (2) properly
brought before the meeting by or at the direction of the Board of Directors, or
(3) properly brought before the meeting by any stockholder entitled to vote who
has written notice delivered to the Secretary of the Company within the Notice
Period (as defined below), which notice must contain specified information
concerning the matters to be brought before such meeting and concerning the
stockholder proposing such matters.
The "Notice Period" is defined as that period not less than 45 days nor
more than 75 days prior to the anniversary of the date on which the Company
first mailed its proxy materials for the previous year's annual meeting of
stockholders. As a result, the Notice Period for the 2003 annual stockholder
meeting will start on February 1, 2003 and end on March 2, 2003.
If a stockholder who has notified the Company of his or her intention to
present a proposal at an annual meeting does not appear to present his or her
proposal at such meeting, the Company need not present the proposal for vote at
such meeting.
A copy of the full text of the Bylaw provisions discussed above may be
obtained by writing to the Secretary of the Company. All notices of proposals
by stockholders, whether or not included in the Company's proxy materials,
should be sent to Informatica Corporation, 2100 Seaport Boulevard, Redwood
City, CA 94063, Attention: Corporate Secretary.
PROPOSAL ONE
ELECTION OF DIRECTORS
General
The Company's Board of Directors is currently comprised of five members
who are divided into three classes with overlapping three-year terms. A
director serves in office until his or her respective successor is duly elected
and qualified or until his or her earlier death or resignation. Any additional
directorships resulting from an increase in the number of directors will be
distributed among the three classes so that, as nearly as possible, each class
will consist of an equal number of directors. Vincent Worms resigned as a
director of the Company on February 15, 2002, which created a vacancy on the
Board of Directors. The Board has not nominated a successor for Mr. Worms and
no more than two directors shall be elected at the Annual Meeting.
Nominees for Class II Directors
Two Class II directors are to be elected at the Annual Meeting for a
three-year term ending in 2005. The Board of Directors has nominated Diaz H.
Nesamoney and A. Brooke Seawell for re-election as Class II directors. Unless
otherwise instructed, the proxyholders will vote the proxies received by them
for the re-election of Messrs. Nesamoney and Seawell. The Company expects that
Messrs. Nesamoney and Seawell will accept such nomination; however, in the
event that either such nominee is unable or declines to serve as a director at
the time of the meeting, the proxies will be voted for any nominee who shall be
designated by the Board of Directors to fill the vacancy. The term of office of
each person elected as director will continue until such director's term
expires in 2005 or until such director's successor has been elected and
qualified.
The Board of Directors recommends a vote "FOR" the nominees listed above.
3
Information Regarding Nominees and Other Directors
Nominees for Class II Directors for a Term Expiring in 2005
Name Age Principal Occupation and Business Experience
---------------------------- ----- ----------------------------------------------------------------------
Diaz H. Nesamoney .......... 37 President and Chief Operating Officer of the Company.
Mr. Nesamoney co-founded the Company and has served as President
and has been a member of the Board of Directors since the
Company's inception in February 1993. Mr. Nesamoney assumed the
additional role of Chief Operating Officer in February 2000. Prior to
co-founding the Company, Mr. Nesamoney was employed by Unisys
Corporation from May 1988 to February 1993, where his last
position was Development Manager. Mr. Nesamoney holds an
M.S.C.S. degree from Birla Institute of Technology & Science, India.
A. Brooke Seawell .......... 54 General Partner, Technology Crossover Ventures. Mr. Seawell has
been a Director of the Company since December 1997. From
January 1997 to August 1998, Mr. Seawell was Executive Vice
President of NetDynamics, an internet applications server company.
From March 1991 to January 1997, Mr. Seawell was Senior Vice
President and Chief Financial Officer of Synopsys. Mr. Seawell holds
a B.A. degree in Economics and an M.B.A. degree in Finance and
Accounting from Stanford University. Mr. Seawell serves on the
Board of Directors of NVIDIA Corporation, a three-dimensional
graphics processor company, as well as several privately-held
companies.
Incumbent Class III Directors Whose Terms Expire in 2003
Name Age Principal Occupation and Business Experience
---------------------------- ----- -----------------------------------------------------------------------
Gaurav S. Dhillon .......... 36 Chief Executive Officer and Secretary of the Company. Mr. Dhillon
co-founded the Company and has served as the Chief Executive
Officer and has been a member of the Board of Directors since the
Company's inception in February 1993. Prior to co-founding the
Company, Mr. Dhillon was employed by Sterling Software, a software
company, from December 1991 to November 1992, where his last
position was Project Manager. Prior to that, he was a Systems
Architect with Unisys Corporation. Mr. Dhillon holds a B.S.E.E.
from Punjab University, India.
David W. Pidwell ........... 54 Venture Partner, Alloy Ventures. Mr. Pidwell has been a Director of
the Company since February 1996. From January 1988 to
January 1996, Mr. Pidwell was President and Chief Executive Officer
of Rasna Corporation, a software company. Mr. Pidwell has been a
venture partner with Alloy Ventures since 1996 and serves on the
boards of directors of a number of private companies. Mr. Pidwell
holds a B.S.E.E. in electrical engineering and an M.S.I.S.E. degree in
computer systems engineering from Ohio University and has
completed three years of work at Stanford University on a Ph.D. in
engineering economic systems.
4
Incumbent Class I Director Whose Term Expires in 2004
Name Age Principal Occupation and Business Experience
---------------------------- ----- ----------------------------------------------------------------------
Janice D. Chaffin .......... 47 Vice President and General Manager of Hewlett-Packard
Corporation's Solutions Organization. Ms. Chaffin has been a
Director of the Company since December 2001. From 1996 to the
present, Ms. Chaffin has served as General Manager at Hewlett-
Packard Corporation and has also served as a Vice President since
1999. Ms. Chaffin holds a B.A. from the University of California, San
Diego and an M.B.A. from UCLA.
Board Meetings and Committees
During 2001, the Board of Directors held eight meetings (including
regularly scheduled and special meetings), and no directors attended fewer than
75% of the total number of meetings of the Board of Directors and the
committees of which he or she was a member, if any.
The Board of Directors currently has two standing committees: an Audit
Committee and a Compensation Committee. The Board of Directors has no
nominating committee or any committee performing a similar function. The
following describes each committee, its current membership, the number of
meetings held during 2001 and its function. All members of these committees are
non-employee directors.
Audit Committee. The Audit Committee currently consists of Mr. Seawell,
Ms. Chaffin and Mr. Pidwell, each of whom is independent as defined under the
rules of the Nasdaq Stock Market. The Audit Committee met four times in 2001.
The Board has adopted a written charter for the Audit Committee. The Audit
Committee makes recommendations regarding the selection of independent
auditors, reviews the results and scope of audit and other services provided by
the independent auditors, reviews the Company's accounting principles, its
systems of internal accounting controls and procedures to be used in preparing
the Company's financial statements, and receives and considers comments from
the independent auditors on the Company's internal audit controls and addresses
other matters which may come before it or as directed by the Board.
The Audit Committee also meets with the Company's independent auditors on
a quarterly basis, following completion of their quarterly reviews and annual
audit and prior to the Company's earnings announcements, to review the results
of their work. The Audit Committee also meets with the Company's independent
auditors to approve the annual scope of the audit services to be performed.
Compensation Committee. The Compensation Committee currently consists of
Mr. Pidwell and Mr. Seawell. The Compensation Committee met four times in 2001.
In addition to holding regular meetings, the Compensation Committee took action
by written consent during the course of 2001. The Compensation Committee
reviews and approves the compensation and benefits for the Company's executive
officers, administers the Company's stock plans and performs such other duties
as may from time to time be determined by the Board.
Director Compensation
Directors do not receive cash compensation for service on the Board of
Directors or any committee thereof. Directors are eligible to receive options
to purchase the Company's Common Stock pursuant to the Company's 1999
Non-Employee Director Stock Incentive Plan (the "1999 Director Plan"), which
provides for annual automatic grants of nonqualified stock options to
continuing non-employee directors. Under the 1999 Director Plan, each
non-employee director will receive a nonqualified stock option grant of 100,000
shares of the Company's Common Stock upon his or her initial election to the
Board of Directors ("Initial Grant"). On the date of each annual stockholders'
meeting, each individual who is at the time continuing to serve as a
non-employee director will automatically be granted an option to purchase
20,000 shares of the Company's Common Stock ("Subsequent Grant"). All options
automati-
5
cally granted to non-employee directors will have an exercise price equal to
100% of the fair market value on the date of grant. Each Initial Grant shall
vest and become exercisable in four equal annual installments and each
Subsequent Grant shall vest and become exercisable on the first anniversary of
the grant date. To date under the 1999 Director Plan, the Company has granted
each of Mr. Seawell, Mr. Worms and Mr. Pidwell an option to purchase 20,000
shares of the Company's Common Stock in both 2000 and 2001, for a total of
120,000 shares of Common Stock, and has granted Ms. Chaffin an option to
purchase 100,000 shares of the Company's Common Stock.
In addition to the option grants the non-employee directors receive
pursuant to the 1999 Director Plan, the Company granted each of Mr. Seawell,
Mr. Worms and Mr. Pidwell an option to purchase 20,000 shares of the Company's
Common Stock on December 11, 2001. The options were granted pursuant to the
1999 Stock Incentive Plan.
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed Ernst & Young LLP as independent
auditors of the Company to audit the consolidated financial statements of the
Company for fiscal year 2002. Although ratification by stockholders is not
required by law, the Board has determined that it is desirable to request
ratification of this selection by the stockholders. Notwithstanding its
selection, the Board, in its discretion, may appoint new independent auditors
at any time during the year if the Board believes that such a change would be
in the best interest of Informatica and its stockholders. If the stockholders
do not ratify the appointment of Ernst & Young LLP, the Board may reconsider
its selection.
Ernst & Young LLP has audited the Company's financial statements since the
Company's inception. A representative of Ernst & Young LLP is expected to be
present at the Annual Meeting with the opportunity to make a statement if he or
she desires to do so, and is expected to be available to respond to appropriate
questions.
The Board of Directors recommends a vote "FOR" this proposal.
Fee Disclosure
Audit Fees. The aggregate fees billed by Ernst & Young LLP for
professional services rendered for the audit of the Company's annual financial
statements for the year ended December 31, 2001 and for the reviews of the
financial statements included in the Company's Quarterly Reports on Form 10-Q
for that year were $331,000.
Financial Information Systems Design and Implementation Fees. Ernst &
Young LLP did not render any services related to financial information systems
design and implementation for the year ended December 31, 2001.
All Other Fees. The aggregate fees billed by Ernst & Young LLP for
services rendered to the Company, other than for services described above, for
the year ended December 31, 2001 were $671,000. These other services consisted
of audit and tax related services, such as review of SEC registration
statements, tax compliance and consultations on accounting, financial system
security and controls, and tax matters.
SHARE OWNERSHIP BY PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of Informatica's Common Stock as of March 15, 2002 for the
following: (1) each person or entity who is known by the Company to own
beneficially more than 5% of the outstanding shares of the Company's Common
Stock, (2) each of the Company's directors; (3) each of the executive officers
named in the Summary Compensation Table; and (4) all directors and executive
officers of the Company as a group.
6
Common Stock Percentage
Name Beneficially Owned (1) Beneficially Owned (2)
----------------------------------------------- ------------------------ -----------------------
T. Rowe Price (3) ............................. 10,869,300 13.72%
100 E. Pratt Street
Baltimore, MD 21202
Gaurav S. Dhillon (4) ......................... 5,056,251 6.38%
Diaz H. Nesamoney (5) ......................... 5,026,751 6.34%
AXA (3)
1290 Avenue of the Americas
New York, NY 10104 ........................... 4,667,985 5.89%
Putnam Investments, LLC (3)
One Post Office Square
Boston, MA 02109 ............................. 4,239,881 5.35%
Earl E. Fry (6) ............................... 367,739 *
David W. Pidwell (7) .......................... 283,880 *
Barton S. Foster (8) .......................... 232,082 *
A. Brooke Seawell (9) ......................... 220,000 *
Kyle L. Bowker ................................ 0 *
Janice D. Chaffin ............................. 0 *
All directors and executive officers as a group
(8 persons) (10) ............................. 11,186,703 14.12%
----------
* Less than one percent of the outstanding Common Stock.
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is
not necessarily indicative of beneficial ownership for any other purpose.
Under such rule, beneficial ownership includes any shares over which the
individual or entity has voting power or investment power and any shares
of Common Stock that the individual has the right to acquire within 60
days of March 15, 2002 through the exercise of any stock option or other
right. Unless otherwise indicated in the footnotes, each person or entity
has sole voting and investment power (or shares such powers with his or
her spouse) with respect to the shares shown as beneficially owned.
(2) The total number of shares of Common Stock outstanding as of March 15,
2002 is 79,249,432.
(3) This information was obtained from filings made with the SEC pursuant to
Section 13(g) of the Exchange Act.
(4) Includes 1,091,791 shares subject to options exercisable within 60 days
of March 15, 2002. The Gaurav Dhillon Charitable Remainder Trust, of
which Mr. Dhillon is the trustee, is the record holder of 150,000 of
these shares. The Gaurav Dhillon Living Trust dated December 18, 2000, of
which Mr. Dhillon is also trustee, is the record holder of 701,836 of
these shares.
(5) Includes 1,091,791 shares subject to options exercisable within 60 days
of March 15, 2002.
(6) Includes 364,040 shares subject to options exercisable within 60 days of
March 15, 2002.
(7) Includes 20,000 shares subject to options exercisable within 60 days
March 15, 2002. The remaining 263,880 shares are held of record by the
Pidwell Family Living Trust dated June 25, 1987, of which Mr. Pidwell is
trustee.
(8) Mr. Foster is no longer an executive officer of the Company effective
March 20, 2002 but will continue in the Company's employment until July
31, 2002. Includes 232,082 shares subject to options exercisable within
60 days of March 15, 2002.
(9) Consists solely of shares subject to options exercisable within 60 days
of March 15, 2002.
(10) Includes 3,019,704 shares subject to options exercisable with 60 days of
March 15, 2002.
7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act ("Section 16(a)") requires the Company's
executive officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities ("10% Stockholders"), to
file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5
with the SEC and the Nasdaq Stock Market. Such executive officers, directors
and 10% Stockholders are also required by SEC rules to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such reports furnished to the
Company and written representations that no other reports were required to be
filed during 2001, the Company believes that its executive officers, directors
and 10% Stockholders have complied with all Section 16(a) filing requirements
applicable to them, with the following exceptions:
o Barton Foster filed a late Form 4 reporting one transaction in August
2001.
o David Pidwell filed a late Form 4 reporting an exercise of stock options
in May 2001. Mr. Pidwell also filed a Form 5 in February 2001 to report
three transactions required to be, but not previously, reported on Form 4.
o Clive Harrison, a former executive officer of the Company, filed a Form
5 in February 2001 to report five transactions required to be, but not
previously, reported on Form 4.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee is currently composed of Mr. Pidwell
and Mr. Seawell. No interlocking relationship exists between any member of the
Company's Compensation Committee and any member of the compensation committee
of any other company, nor has any such interlocking relationship existed in the
past. No member of the Compensation Committee is or was formerly an officer or
an employee of the Company.
8
EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
The following table sets forth information concerning compensation
received by the Chief Executive Officer and each of the four most highly
compensated executive officers during the last fiscal year for services
rendered to the Company in all capacities for the three years ended December
31, 2001 (the "Named Executive Officers"):
Long-Term
Compensation Awards
------------------------------
Number of
Annual Compensation Shares
----------------------------------- Underlying All Other
Name and Principal Position Year Salary ($) Bonus ($) Options Compensation
------------------------------ ------ ------------ ----------- ------------ ---------------
Gaurav S. Dhillon ............ 2001 247,083 -- 100,000 49,257(1)
Chief Executive Officer, 2000 215,000 142,000 178,000 --
Secretary and Director 1999 150,000 90,000 200,000 --
Diaz H. Nesamoney ............ 2001 247,083 -- 100,000 58,714(2)
Chief Operating Officer, 2000 215,000 142,500 178,000 --
President and Director 1999 150,000 90,000 200,000 --
Kyle L. Bowker ............... 2001 93,750 125,000 500,000 5,107(3)
Executive Vice President, 2000 -- -- -- --
Worldwide Field Operations 1999 -- -- -- --
Earl E. Fry .................. 2001 218,333 12,500 55,000 10,697(4)
Chief Financial Officer, 2000 200,000 75,000 -- --
Senior Vice President 1999 -- -- 720,000 --
Barton S. Foster (5) ......... 2001 300,000 6,250 -- 10,697(6)
Senior Vice President, 2000 162,500 65,000 550,000 --
Worldwide Marketing 1999 -- -- -- --
----------
(1) This amount includes vacation pay of $40,952, $1,500 in 401(k) retirement
plan contributions, $360 in life insurance premiums, and $6,445 in
medical and disability plan payments.
(2) This amount includes vacation pay of $49,222, $1,500 in 401(k) retirement
plan contributions, $360 in life insurance premiums, and $7,632 in
medical and disability plan payments.
(3) This amount includes $1,500 in 401(k) retirement plan contributions, $360
in life insurance premiums, and $3,247 in medical and disability plan
payments.
(4) This amount includes $1,500 in 401(k) retirement plan contributions, $360
in life insurance premiums, and $8,837 in medical and disability plan
payments.
(5) Mr. Foster is no longer an executive officer of the Company effective
March 20, 2002.
(6) This amount includes $1,500 in 401(k) retirement plan contributions, $360
in life insurance premiums, and $8,837 in medical disability plan
payments.
9
Option Grants in Last Fiscal Year
The following table sets forth, as to the Named Executive Officers,
information concerning stock options granted during the year ended
December 31, 2001.
Individual Grants
------------------------------------------------------------ Potential Realizable Value at
Number of % of Total Assumed Annual Rates of
Shares Options Stock Price Appreciation for
Underlying Granted to Exercise Option Term (4)
Options Employees in Price Per Expiration ------------------------------
Name Granted (1) Year (2) Share Date (3) 5% 10%
--------------------------- ------------- -------------- ------------- ----------- ------------- --------------
Gaurav S. Dhillon ......... 100,000 2.60 $ 17.0625 3/12/11 $1,073,052 $2,719,323
Diaz H. Nesamoney ......... 100,000 2.60 $ 17.0625 3/12/11 $1,073,052 $2,719,323
Kyle L. Bowker ............ 500,000 13.00 $ 7.56 8/16/11 $2,377,222 $6,024,347
Earl E. Fry ............... 55,000 1.43 $ 17.0625 3/12/11 $ 590,178 $1,495,628
Barton S. Foster .......... -- -- -- -- -- --
----------
(1) The options in this table are incentive stock options or nonstatutory
stock options granted under the 1999 Stock Incentive Plan and 1999
Director Plan, as applicable, and have exercise prices equal to the fair
market value of the Company's Common Stock on the date of grant. All such
options have ten-year terms and vest over a period of four years at a
rate of 2.03% each month.
(2) The Company granted options to purchase 3,847,350 shares of Common Stock
in the year ended December 31, 2001.
(3) The options in this table may terminate before their expiration upon the
termination of optionee's status as an employee or consultant or upon the
optionee's disability or death.
(4) Under rules promulgated by the SEC, the amounts in these two columns
represent the hypothetical gain or "option spread" that would exist for
the options in this table based on assumed stock price appreciation from
the date of grant until the end of such options' ten-year term at assumed
annual rates of 5% and 10%. Annual compounding results in total
appreciation of 63% (at 5% per year) and 159% (at 10% per year). The 5%
and 10% assumed annual rates of appreciation are specified in SEC rules
and do not represent the Company's estimate or projection of future stock
price growth. The Company does not necessarily agree that this method can
properly determine the value of an option, and there can be no assurance
that the potential realizable values shown in this table will be
achieved.
10
Option Exercises and Holdings
The following table sets forth, as to the Named Executive Officers,
certain information concerning the number of shares of the Company's Common
Stock subject to both exercisable and unexercisable stock options as of
December 31, 2001. Also reported are values for "in-the-money" options that
represent the positive spread between the respective exercise prices of
outstanding stock options and the fair market value of the Company's Common
Stock as of December 31, 2001.
Number of Shares Underlying Value of Unexercised
Unexercised Options at In-The-Money Options at
Shares Year-End Year-End(1)
Acquired on Value ------------------------------- ------------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----------------------- ------------- ----------- ------------- --------------- ------------- --------------
Gaurav S. Dhillon ..... -- -- 1,025,332 252,668 $12,631,321 $ 914,679
Diaz H. Nesamoney...... -- -- 1,025,332 252,668 $12,631,321 $ 914,679
Kyle L. Bowker ........ -- -- -- 500,000 -- $3,475,000
Earl E. Fry ........... -- -- -- -- -- --
Barton S. Foster ...... 20,000 $141,133 -- -- -- --
----------
(1) The market value of underlying securities is based on the closing price
of the Company's Common Stock on December 31, 2001 (the last trading day
of 2001)
Employment Arrangements
Pursuant to the terms of his offer of employment with the Company, Kyle L.
Bowker, Informatica's Executive Vice President, Worldwide Field Operations,
will receive a severance package equivalent to his gross base salary
compensation for a period of six months and continued vesting of his
outstanding stock options for a period of six months after either (i) he is
terminated without cause or (2) there is a change in control of Informatica and
Mr. Bowker is not offered a substantially similar position with the surviving
company. The full terms of Mr. Bowker's offer of employment are set forth in
Exhibit 10.16 to the Company's Form 10-K for the year ended December 31, 2001
filed with the SEC.
TRANSACTIONS WITH MANAGEMENT
Mr. Foster entered into a Stock Option Pledge Agreement with the Company
on May 21, 2001 while he was an executive officer of the Company. Pursuant to
this agreement, Mr. Foster delivered a Promissory Note to the Company in
exchange for loan proceeds from the Company in the amount of $150,000. The loan
is secured by Mr. Foster's option to purchase 530,000 shares of the Company's
Common Stock. The interest rate on the principal amount of the loan is 4.25%
per annum and the Promissory Note is payable in full on July 1, 2002. Pursuant
to the terms of a Separation Agreement between the Company and Mr. Foster dated
March 22, 2002 (the "Separation Agreement"), the Promissory Note is payable in
full on October 31, 2002, if Mr. Foster is able to realize or would have been
able to realize (for five consecutive trading days) net proceeds of at least
$150,000 from the exercise and sale of shares of Common Stock subject to his
stock option. Otherwise, the loan will be forgiven in full.
Mr. Foster also entered into an Agreement on the Forgiveness of Employee
Loan with the Company on September 13, 2001. Pursuant to this agreement, Mr.
Foster delivered a Promissory Note to the Company in exchange for loan proceeds
from the Company in the amount of $150,000. The interest rate on the principal
amount of the loan is 3.82% per annum. This loan, including accrued interest,
has been forgiven in full pursuant to the terms of the Separation Agreement.
Mr. Fry, an executive officer of the Company, entered into an Agreement on
the Forgiveness of Employee Loan with the Company on September 13, 2001.
Pursuant to this agreement, Mr. Fry delivered a Promissory Note to the Company
in exchange for loan proceeds from the Company in the amount of $150,000. The
interest rate on the principal amount of the loan is 3.82% per annum. Pursuant
to the terms of this transaction, Mr. Fry's loan will be forgiven in pro rata
quarterly installments over a period of two years so long as he remains an
employee of the Company.
11
REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
With respect to the Company's financial reporting process, the management
of the Company is responsible for (1) establishing and maintaining internal
controls and (2) preparing the Company's consolidated financial statements. The
independent auditors are responsible for auditing these financial statements.
It is the responsibility of the Audit Committee to oversee these activities.
The Board of Directors has determined that each member of the Audit Committee
is "independent" as required by the listing standards of the Nasdaq National
Market. The Board of Directors has adopted a written charter for the Audit
Committee. In the performance of its oversight function, the Audit Committee
has:
o reviewed and discussed the audited financial statements with management;
o discussed with Ernst & Young LLP, its independent auditors, the matters
required to be discussed by the Statement on Auditing Standards No. 61,
Communication with Audit Committees, as currently in effect;
o received the written disclosures and the letter from the independent
accountants required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, as currently in effect;
o considered whether the provision of information technology consulting
services relating to financial information systems design and
implementation and other non-audit services by Ernst & Young LLP is
compatible with maintaining Ernst & Young LLP's independence and has
discussed with Ernst & Young LLP the auditors' independence.
Based upon the reports and discussions described in this Report, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.
AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
David W. Pidwell
A. Brooke Seawell
Janice D. Chaffin
12
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee was formed in March 1999 and currently consists
of Messrs. Seawell and Pidwell. The Compensation Committee generally reviews
and approves the Company's executive compensation policies, including the base
salary levels and target incentives for the Company's executive officers at the
beginning of each year, and approves the performance objectives of the
executive officers in their areas of responsibility. The Compensation Committee
also administers the Company's stock plans, including the Company's 1999 Stock
Incentive Plan, the 2000 Employee Stock Incentive Plan (the "2000 Stock Plan")
and the 1999 Employee Stock Purchase Plan. No member of the Compensation
Committee is a former or current officer or employee of Informatica or any of
its subsidiaries. Certain meetings of the Compensation Committee are also
attended by Mr. Dhillon, Mr. Nesamoney and Earl Fry, who provide background and
market information and make recommendations to the Compensation Committee on
salary levels, officer performance objectives, and corporate financial goals.
However, Mr. Dhillon, Mr. Nesamoney, and Mr. Fry are not entitled to vote on
any actions taken by the Compensation Committee.
Executive Officer Compensation Programs
The objectives of the executive officer compensation program are to
attract, retain, motivate and reward key personnel who possess the necessary
leadership and management skills, through competitive base salary, annual cash
bonus incentives, long-term incentive compensation in the form of stock
options, and various benefits, including medical and life insurance plans. The
executive compensation policies of the Compensation Committee are intended to
combine competitive levels of compensation and rewards for above average
performance and to align relative compensation with the achievements of key
business objectives, optimal satisfaction of customers, and maximization of
stockholder value. The Compensation Committee believes that stock ownership by
management is beneficial in aligning management and stockholder interests,
thereby enhancing stockholder value.
Base Salaries. Salaries for the Company's executive officers are
determined primarily on the basis of the executive officer's level of
responsibility, general salary practices of peer companies and the officer's
individual qualifications and experience. The base salaries are reviewed
annually and may be adjusted by the Compensation Committee in accordance with
certain criteria which include individual performance, the functions performed
by the executive officer, the scope of the executive officer's on-going duties,
general changes in the compensation peer group in which the Company competes
for executive talent, and the Company's financial performance generally. The
weight given each such factor by the Compensation Committee may vary from
individual to individual.
Incentive Bonuses. The Compensation Committee believes that a cash
incentive bonus plan can serve to motivate the Company's executive officers and
management to address annual performance goals, using more immediate measures
for performance than those reflected in the appreciation in value of stock
options. The bonus amounts are based upon recommendations by management and a
subjective consideration of factors including such officer's level of
responsibility, individual performance, contributions to the Company's success
and the Company's financial performance generally.
Stock Option Grants. Stock options may be granted to executive officers
and other employees under the 1999 Stock Incentive Plan or the 2000 Stock Plan.
Because of the direct relationship between the value of an option and the stock
price, the Compensation Committee believes that options motivate executive
officers to manage the Company in a manner that is consistent with stockholder
interests. Stock option grants are intended to focus the attention of the
recipient on the Company's long-term performance which the Company believes
results in improved stockholder value, and to retain the services of the
executive officers in a competitive job market by providing significant
long-term earnings potential. To this end, stock options generally vest and
become fully exercisable over a four-year period. The principal factors
considered in granting stock options to executive officers of the Company are
prior performance, level of responsibility, other compensation and the
executive officer's ability to influence the Company's long-term growth and
profitability. However, neither the 1999 Stock Incentive Plan nor the 2000
Stock Plan provides any quantitative method for weighting these factors, and a
decision to grant an award is primarily based upon a subjective evaluation of
the past as well as future anticipated performance of the executive officer.
13
In July 2001, the Board approved a voluntary stock option exchange program
for the Company's employees (the "Exchange Program") because the Board
determined that existing options no longer had sufficient value to motivate and
retain the Company's employees in the current market environment. Under the
Exchange Program, eligible employees, including Mr. Fry and Mr. Foster, were
given the opportunity to cancel outstanding options to purchase the Company's
Common Stock that were previously granted to them in exchange for a new
non-qualified stock option grant for an equal number of shares of the Company's
Common Stock to be granted at least six months and one day from the
cancellation date of the exchanged options. No members of the Company's Board
of Directors or executive officers, other than Mr. Fry and Mr. Foster, were
eligible for the Exchange Program. On March 15, 2002, replacement options were
granted to participating employees under the Exchange Program.
Other Compensation Plans. The Company has adopted certain general employee
benefit plans in which executive officers are permitted to participate on
parity with other employees. The Company also provides a 401(k) deferred
compensation plan.
Deductibility of Compensation. Section 162(m) of the Internal Revenue Code
("IRC") disallows a deduction by the Company for compensation exceeding $1.0
million paid to certain executive officers, excluding, among other things,
performance based compensation. Because the compensation paid to executive
officers has not approached the limitation, the Compensation Committee has not
had to use any of the available exemptions from the deduction limit with regard
to such officers' compensation. The Compensation Committee remains aware of the
IRC Section 162(m) limitations, and the available exemptions, and will address
the issue of deductibility when and if circumstances continue to warrant the
use of such exemptions.
Chief Executive Officer Compensation
The compensation of the Chief Executive Officer is reviewed annually on
the same basis as discussed above for all executive officers. Mr. Dhillon's
base salary for the year ended December 31, 2001 was $247,083. Mr. Dhillon's
base salary was established in part by comparing the base salaries of chief
executive officers at other companies of similar size. Mr. Dhillon's base
salary was below the median of the base salary range for Chief Executive
Officers of comparable companies. Mr. Dhillon received an option to purchase
100,000 shares of the Company's Common Stock and no bonus for the year ended
December 31, 2001.
COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS
David W. Pidwell
A. Brooke Seawell
14
COMPANY STOCK PRICE PERFORMANCE GRAPH
The following graph compares the cumulative total return to stockholders
on the Company's Common Stock with the cumulative total return of the Nasdaq
National Market (U.S. Companies) Index and the Nasdaq Computer and Data
Processing Services Group Index. The graph assumes that $100 was invested on
April 28, 1999 (the date of the Company's initial public offering) in the
Company's Common Stock and in each of the indices discussed above, including
reinvestment of dividends. No dividends have been declared or paid on the
Company' Common Stock. Note that historic stock price performance is not
necessarily indicative of future stock price performance.
COMPANY STOCK PRICE PERFORMANCE GRAPH
12/31/01 76.601 71.212 205.437
11/30/01 75.950 67.759 188.447
10/31/01 66.486 59.729 131.247
9/28/01 58.926 51.379 55.925
8/31/01 70.867 60.827 108.452
7/31/01 79.532 73.713 117.089
6/29/01 84.935 84.003 245.788
5/31/01 82.715 79.393 264.902
4/30/01 82.815 79.262 357.497
3/30/01 72.064 64.514 188.489
2/28/01 83.807 78.202 338.029
1/31/01 108.250 102.236 437.137
12/29/00 96.540 88.429 560.144
11/30/00 101.955 95.084 494.662
10/31/00 132.332 131.089 668.979
9/29/00 144.173 143.203 660.130
8/31/00 165.698 156.674 707.914
7/31/00 148.182 139.026 566.332
6/30/00 156.675 154.818 580.051
5/31/00 133.273 127.617 284.936
4/28/00 151.555 145.362 296.885
3/31/00 180.188 189.664 543.763
2/29/00 183.984 200.846 607.037
1/31/00 154.576 169.563 331.389
12/31/99 160.502 192.045 376.526
11/30/99 131.563 142.539 257.950
10/29/99 117.295 122.713 255.741
9/30/99 108.591 114.138 179.640
8/31/99 108.442 108.586 198.655
7/30/99 104.043 103.110 184.610
6/30/99 105.953 109.599 126.009
5/28/99 97.229 97.590 84.950
4/30/99 100.000 100.000 100.000
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Nasdaq Stock Market (U.S.)
Nasdaq Computer & Data Processing
Informatica Corporation
-----------------------------------
15
OTHER MATTERS
The Board of Directors does not know of any other matters to be presented
at the Annual Meeting. If any additional matters are properly presented at the
Annual Meeting, the persons named in the enclosed proxy card will have
discretion to vote shares they represent in accordance with their own judgment
on such matters.
It is important that your shares be represented at the Annual Meeting,
regardless of the number of shares that you hold. You are, therefore, urged to
vote by telephone or by using the Internet as instructed on the enclosed proxy
card or execute and return, at your earliest convenience, the enclosed proxy
card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
Redwood City, California
April 16, 2002
16
INFORMATICA CORPORATION
2100 SEAPORT BOULEVARD
REDWOOD CITY, CALIFORNIA 94063
ATTN: LEGAL DEPARTMENT
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and to create an electronic voting
instruction form.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have
your proxy card in hand when you call. You will be prompted to enter your
12-digit Control Number which is located below and then follow the simple
instructions the Vote Voice provides you.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Informatica Corporation, c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK: INFORMATICA KEEP THIS PORTION FOR YOUR RECORDS
---------------------------------------------------------------------------------------------------------------------------------
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
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INFORMATICA CORPORATION
----
For Withhold For All To withhold authority to vote, mark "For All Except"|
All All Except and write the nominee's number on the line below. |
1. Election of Class II Directors
Nominee: 01) Diaz H. Nesamoney [ ] [ ] [ ] ----------------------------------------------------
02) A. Brooke Seawell
For Against Abstain
2. Ratification of appointment of Ernst & Young LLP as independent auditor of Informatica for the year
ending December 31, 2002. [ ] [ ] [ ]
STOCKHOLDERS ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO POSTAGE IF MAILED WITHIN THE UNITED STATES.
MARK HERE FOR ADDRESS CHANGE AND NOTE ON THE RIGHT [ ]
NOTE: Please sign exactly as your name appears hereon. When shares are registered
in the names of two or more persons, whether as joint tenants, as community property
or otherwise, both or all of such persons should sign. When signing as attorney,
executor, administrator, trustee, guardian or another fiduciary capacity, please give
full title as such. If a corporation, please sign in full corporate name by President
or other authorized person. If a partnership, please sign in partnership name by
authorized person.
---------------------------------- ----- ------------------------------------ -------
---------------------------------- ----- ------------------------------------ -------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
---------------------------------------------------------------------------------------------------------------------------------
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Proxy
INFORMATICA CORPORATION
PROXY FOR 2002 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Informatica Corporation, a Delaware
corporation ("Informatica"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and accompanying Proxy Statement, each dated April 16,
2002, and hereby appoints Gaurav S. Dhillon and Earl D. Fry, or either of them,
proxies and attorneys-in-fact, each with full power of substitution, to
represent the undersigned at the Annual Meeting of Stockholders of Informatica
to be held on Tuesday, May 28, 2002 at 3:00 p.m. local time at Informatica's
corporate offices located at 2100 Seaport Boulevard, Redwood City, California
94063 and at any adjournment or postponement thereof, and to vote all shares of
Common Stock of Informatica held of record by the undersigned on April 5, 2002,
as hereinafter specified upon the proposals on the reverse side.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INFORMATICA CORPORATION FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY
28, 2002. IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING OF
STOCKHOLDERS, PLEASE COMPLETE,SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
"FOR" THE PROPOSALS STATED ON THE REVERSE SIDE, AND AS SAID PROXIES DEEM
ADVISABLE, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THESE PROPOSALS.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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