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 Rule 14a-12
The Dewey Electronics 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)(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:
THE DEWEY ELECTRONICS CORPORATION
_________________________________________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
THE DEWEY ELECTRONICS CORPORATION (the "Corporation") will be held at the
office of the Corporation at 27 Muller Road, Oakland, New Jersey, on
Wednesday, December 7, 2005 at 10 a.m. (Eastern Standard Time) for the
purposes of
(1) electing five directors to serve until the next annual meeting
of stockholders and until their successors shall be elected and shall
qualify;
(2) transacting such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on October
25, 2005 as the record date for determination of stockholders entitled to
notice of and to vote at the meeting.
If you will be unable to attend the meeting, you are respectfully
requested to sign and return the accompanying proxy in the enclosed
envelope.
By Order of the Board of Directors
FRANCES D. DEWEY
Secretary
October 28, 2005
THE DEWEY ELECTRONICS CORPORATION
_______________________________________
PROXY STATEMENT
This proxy statement is furnished to the stockholders of The Dewey
Electronics Corporation (hereinafter referred to as the "Corporation") in
connection with the solicitation of proxies for the annual meeting of
stockholders to be held on December 7, 2005. The mailing address of the
Corporation's executive offices is 27 Muller Road, Oakland, New Jersey
07436, and its telephone number is (201) 337-4700. The Corporation plans
to commence the mailing of this proxy statement to stockholders on or
about November 4, 2005.
The enclosed proxy is solicited by the management of the
Corporation. A person giving the proxy has the power to revoke it at any
time before its exercise by notice to such effect delivered to the
Secretary of the Corporation.
The Corporation will bear the cost of the solicitation of proxies,
including the charges and expenses of brokerage firms and others for
forwarding solicitation material to beneficial owners of stock. In
addition to the use of the mails, proxies may be solicited by personal
interviews, by telephone or by electronic means. No additional
compensation will be paid to the Corporation's directors, officers or
other employees for such services.
It is important that your shares are represented at the meeting.
Whether or not you expect to attend the meeting, please be sure
that the enclosed proxy card is properly completed, dated, signed and
returned without delay in the enclosed envelope, which requires no
postage if mailed in the United States. You may revoke your proxy at any
time prior to the time it is voted.
VOTING SECURITIES OUTSTANDING; VOTES REQUIRED
Shares of Common Stock, 1,362,031 of which were outstanding as of
the close of business on September 30, 2005, are the only voting
securities of the Corporation and are entitled to one vote per share.
Only holders of Common Stock of record at the close of business on
October 25, 2005, will be entitled to vote at the annual meeting of
stockholders.
A plurality of the votes cast by the stockholders entitled to vote
at the annual meeting is required to elect the director nominees, and a
majority of the votes cast by the stockholders entitled to vote at the
annual meeting is required to take any other action. Votes withheld, and
abstentions and broker non-votes, will not have the effect of votes cast
either in favor of or in opposition to a nominee or any other business
properly brought before the annual meeting, but will be treated as
present for quorum purposes.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
ownership of the Corporation's Common Stock, as of September 30, 2005
(except as otherwise noted), by: (i) each person who is known by the
Corporation to own beneficially more than five percent of the
Corporation's Common Stock, (ii) each of the Corporation's directors and
nominees for director, (iii) each of the Corporation's executive officers
for whom information is provided in the "Summary Compensation Table"
below, and (iv) all executive officers and directors as a group. The
information presented in the table is based upon certain filings with the
Securities and Exchange Commission by such persons, as indicated in the
notes to the table below, or upon information otherwise provided by such
persons to the Corporation. According to such filings or other
information, such persons have sole voting and investment power with
respect to shares reported as beneficially owned (except as indicated in
the notes to the table below).
The address of each person who is a director or officer of the
Corporation is 27 Muller Road, Oakland, New Jersey 07436.
Name of Beneficial Owner Number of Shares % of the
Beneficially Common
Owned Stock
Frances D. Dewey 474,383 (1) 34.83%
John H.D. Dewey 69,317 (2) 5.04%
Alexander A. Cameron 12,649 *
LTG. James M. Link (USA Retired) -- --
Nathaniel Roberts 1,475 *
John B. Rhodes
(nominee for director) -- --
Thom A. Velto 15,715 (3) 1.15%
All Directors and Executive
Officers as a Group
(8 persons) 603,549 (4) 43.14%
* Less than 1%.
(1) Does not include any shares of Common Stock beneficially owned by
Mrs. Dewey's son, John H.D. Dewey. Mrs. Dewey disclaims any
beneficial interest in the shares of Common Stock beneficially
owned by John H.D. Dewey.
(2) Includes 27,258 shares of Common Stock owned of record by a
trust for the benefit of a daughter of Frances D. Dewey, of which
John H.D. Dewey (Mrs. Dewey's son) is the sole trustee. Does not
include any shares of Common Stock beneficially owned by Mrs.
Dewey. Mr. Dewey disclaims any beneficial interest in the shares
of Common Stock beneficially owned by Mrs. Dewey. Also includes
12,000 shares issuable upon exercise of stock options granted under
the Corporation's 1998 Stock Option Plan.
(3) Includes 5,000 shares issuable upon exercise of stock options
granted under the Corporation's 1998 Stock Option Plan.
(4) Includes 37,000 shares issuable upon exercise of stock
options.
ELECTION OF DIRECTORS
At the annual meeting of stockholders, five directors are to be
elected, to serve for the ensuing year and until their respective
successors are elected and qualify. The shares represented by the
accompanying proxy will be voted for the re-election of Frances D. Dewey,
John H.D. Dewey, LTG James M. Link (USA Ret) and Nathaniel Roberts, and
for the election of John B. Rhodes, unless a contrary specification is
made. If any such nominee becomes unavailable for any reason, or if a
vacancy should occur before the election (which events are not
anticipated), the shares represented by the accompanying proxy may be
voted for such other person as may be determined by the holders of such
proxies, or the Board of Directors may elect to reduce the number of
directors. In the coming year, the Board anticipates that it will
consider the possibility of expanding the size of the Board.
Mr. Alexander Cameron, who has been a member of the Board of
Directors, is not standing for reelection. His many years of guidance as
a Board member have made a valuable impact on the Corporation.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ELECTION
OF THE ABOVE NOMINEES AS DIRECTORS.
Information Concerning Directors and Nominees
The following table sets forth the name of each nominee for
election to the Board of Directors, his or her age, principal occupation
during the past five years and the name and principal business of any
corporation or organization in which such occupation is carried on, and
the period during which he or she has served as director. John H.D.
Dewey is a son of Frances D. Dewey.
Name Age Principal Occupation Director
During Past Five Years Since
Other Directorships and
Positions With
Corporation
Frances D.
Dewey 78 Director of the Corporation 1955
(Chairperson of the Board
since June 14, 2002)
Secretary of the Corporation
John H.D.
Dewey 40 President and Chief Executive 1999
Officer of the Corporation
(since December 4, 2002;
Acting Chief Executive Officer
from June 14, 2002 until
December 4, 2002)
Management Consultant
(until June 14, 2002)
President, Monastery Graphics,
Inc. (1)
Information Technology
Consulting
LTG James M.
Link (USA Retired) 63 President 2001
Director (since July 21, 2001)
Teledyne Brown Engineering
Systems Engineering
Nathaniel
Roberts 38 General Manager 1999
Callery-Judge Grove
Citrus Suppliers
John B.
Rhodes 49 Not-For-Profit Management --
(Education and Healthcare):
Trustee
NY Institute for Special Education
("NYISE")
Chairman
Cornerstone (joint initiative of
NYISE and University of Penn.
(Graduate School of Education))
Trustee (since 2003)
Hospital for Joint Diseases,
New York City
Consultant (since 2003)
SPARC (Sickness Prevention
Achieved Through Regional
Cooperation)
Vice President (until 2002)
(serving pharmaceutical/biotech
and aerospace/defense companies)
Booz Allen Hamilton, Inc.
Management Consulting
--
(1) Since becoming an employee of the Corporation in 2002, Mr. Dewey has
not played an active role in Monastery Graphics' business.
During the Corporation's last fiscal year ended June 30, 2005, the
Board of Directors held nine meetings. Each incumbent director attended
all meetings, except Messrs. Link and Cameron, who attended seven
meetings and four meetings respectively.
The Corporation's current policy regarding compensation of
directors is to pay $4,000 per annum plus $400 for each Board meeting
attended. No payments for services as a director during fiscal year 2005
were made to John H.D. Dewey (who received compensation as an officer of
the Corporation). Annual compensation of $25,000 was paid to Frances D.
Dewey as Chairperson of the Board, in lieu of the directors fees
described above. In December 2001, stockholders approved a Stock Option
Plan for Non-Employee Directors under which options exercisable for a
total of 50,000 shares of Common Stock may be granted. To date, no
options have been granted under this plan, which is administered by the
Board.
The Board has a Stock Option Committee which is composed of Messrs.
Cameron and Roberts. The Committee administers the 1998 Stock Option
Plan of the Corporation. One meeting was held during the last fiscal
year; all members attended. The Board also has an Executive Compensation
Committee composed of Messrs. Roberts, Cameron, Dewey and Link. The
Committee administers executive compensation and held one meeting during
the last fiscal year; all members attended the meeting.
The Board also has a Business Development Committee composed of
John H.D. Dewey and General Link. During the last fiscal year, General
Link received $24,000 for serving on this Committee. No payments for
serving on this Committee were made to John H.D. Dewey (who received
compensation as an officer of the Corporation).
The Board does not have a nominating committee or an audit
committee.
Executive Officers
In addition to John H. D. Dewey (see "Information Concerning
Directors and Nominees" above), the Corporation's executive officers are:
Thom A. Velto, age 56, who has been Treasurer of the Corporation since
February 1990; Edward L. Proskey, age 49, who was elected Vice President,
Operations of the Corporation in June 1994 (this title was changed to
Senior Vice President, Operations in June 2003); and Francis DeLorenzo,
age 45, who was elected Vice President, Business Development and
Marketing on June 3, 2000 (this title was changed to Vice President,
Government Programs in June 2003). Prior to such election, Mr. DeLorenzo
had been employed by the Corporation since 1991 in various program
management capacities.
Summary Compensation Table
The following table sets forth the aggregate compensation paid by
the Corporation during the Corporation's last three fiscal years to (1)
the chief executive officer of the Corporation and (2) the other
executive officers of the Corporation whose aggregate of salary and bonus
compensation for the fiscal year ended June 30, 2005 exceeded $100,000.
Name and Principal Fiscal Salary Bonus Securities
Position Year Ended Underlying
Options/SARs (#)
John H.D. Dewey, June 30, 2005 $130,000 -- --
President June 30, 2004 $128,461 $15,000 --
and Chief June 30, 2003 $120,000 -- 12,000
Executive
Officer
Thom A. Velto June 30, 2005 $103,418 -- --
Treasurer June 30, 2004 $104,130 $ 8,000 --
June 30, 2003 $99,109 $10,000 3,000
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End
Option Values
None of the executive officers of the Corporation for whom
information is provided in the "Summary Compensation Table" above
exercised any stock options during the Corporation's fiscal year ended
June 30, 2005. The following table sets forth, for each such executive
officer, (1) the total number of securities underlying unexercised
options as of the end of the Corporation's last fiscal year (June 30,
2005) and (2) the value of unexercised, in-the-money options as of the
end of the Corporation's last fiscal year.
Name Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal Year at Fiscal Year End ($)
End (#)
Exercisable Unexercisable Exercisable Unexercisable
John H.D.
Dewey 12,000 -- $23,640 --
Thom A.
Velto 5,000 -- $14,460 --
Option Grants in Last Fiscal Year
The Corporation did not grant any stock options to its executive
officers during the fiscal year ended June 30, 2005.
Retirement Benefits
The Corporation has a non-contributory pension plan for all active
employees, under which, in general, employees with 25 or more years of
service can receive 20% of their average monthly earnings (based on
earnings during the five years preceding retirement) up to a specified
maximum of $850 per month for life assuming normal retirement at age 65
and vested employees with lesser service receive lesser amounts. Upon
the employee's death, 50% of the monthly benefit is payable to the
employee's spouse for life. Mrs. Dewey receives survivor's benefits of
$602 per month but does not otherwise participate in the pension plan.
The Corporation's executive officers will receive the monthly maximum
amount of $850 at retirement, based upon current compensation levels and
assuming normal retirement at age 65.
Certain Relationships and Related Transactions
During 1988, Gordon C. Dewey, the Corporation's co-founder, lent
the Corporation a total of $200,000. The loans, which are unsecured,
provide for the payment of interest at the fixed rate of 9%. The loans
are repayable upon demand by Frances D. Dewey, his widow.
Insurance Arrangements
The Corporation has insurance coverage under which its directors
and officers (as well as the Corporation) are indemnified under certain
circumstances with respect to litigation and other costs and liabilities
arising out of actual or alleged misconduct of such directors and
officers. The Corporation pays all premiums to the insurer, the Federal
Insurance Company of the Chubb Group of Insurance Companies.
Section 16(a) Beneficial Ownership Reporting Compliance
For the fiscal year ended June 30, 2005, based solely on a review
of copies of reports furnished to the Corporation or written
representations that no other reports were required, the Corporation
believes that all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to its executive officers and
directors were complied with.
Certain Corporate Governance Matters
Code of Business Conduct and Ethics. The Corporation has adopted a
Code of Business Conduct and Ethics that applies to all of its directors,
officers and employees. A copy of the code is available, free of charge,
upon written request to the Corporate Secretary, The Dewey Electronics
Corporation, at the Corporation's executive offices. Any substantive
amendments to the code and any grant of a waiver from a provision of the
code requiring disclosure under applicable SEC rules will be disclosed in
a report on Form 8-K.
Stockholder Communications with the Board of Directors. The
Corporation's Board of Directors has adopted the following policy by
which stockholders may communicate with the Board or with individual
directors or Board committees. The communication should be in writing,
addressed to the Board or applicable committee or directors, c/o
Corporate Secretary, The Dewey Electronics Corporation, at the
Corporation's executive offices. The Corporate Secretary will review all
such correspondence received and will periodically, at least quarterly,
forward to the applicable directors a summary of all such correspondence
together with copies of correspondence that the Corporate Secretary
believes should be seen in its entirety. Correspondence or summaries will
be forwarded to the applicable directors on an expedited basis where the
Corporate Secretary deems it appropriate. Communications raising
concerns related to the Corporation's accounting, internal controls, or
auditing matters will be immediately brought to the attention of those
members of the Board of Directors who are responsible for the oversight
of the Corporation's accounting and financial reporting practices
(currently, the entire Board of Directors).
Directors may at any time review a log of correspondence received
by the Corporation that is addressed to the director (or to the full
Board or a Board committee on which he or she serves) and may request
copies of any such correspondence.
The Corporation believes that it is important for directors to
directly hear concerns expressed by stockholders. Accordingly, it is the
Corporation's policy that Board members are expected to attend the Annual
Meeting of Stockholders absent a compelling commitment that prevents such
attendance. All of the members of the Board of Directors at the time of
the 2004 Annual Meeting attended such meeting.
Director Nominations. The candidates for election as directors at
the annual meeting have been nominated by the Board. The Corporation
does not have a nominating committee; the Board believes that it is
desirable for such decisions to be made by the entire Board. Recently
implemented SEC rules require that the Corporation disclose whether
members of the Board of Directors who are responsible for the nominating
function are "independent", as that term is defined in stock exchange or
Nasdaq rules. Although the Corporation's shares do not trade on Nasdaq,
if the Nasdaq definition of "independence" were to apply, Alexander A.
Cameron, LTG James M. Link and Nathaniel Roberts would be "independent"
directors for these purposes and John H.D. Dewey and Frances D. Dewey
would not be "independent" directors for these purposes.
In evaluating director candidates for purposes of recommending
director candidates to the Board, the Board will consider the following
factors: the candidate's moral character and personal integrity; whether
the candidate has expertise and experience relevant to the Corporation's
business; whether the candidate's expertise and experience complements
the expertise and experience of the other directors; whether the
candidate would be independent of any particular constituency and able to
represent the interests of all stockholders of the Corporation; the
congeniality of the candidate with the other directors; whether the
candidate would have sufficient time available to devote to Board
activities; and any other factors deemed relevant by the Board. John B.
Rhodes, a nominee for director, was recommended to the Board for
consideration as a nominee by the Chairperson of the Board.
The Board will consider director candidates recommended by
stockholders of the Corporation. Stockholders may recommend an
individual for consideration by submitting to the Board the name of the
individual, his or her background (including education and employment
history), a statement of the particular skills and expertise that the
candidate would bring to the Board, the name, address and number of
shares of the Corporation beneficially owned by the stockholder
submitting the recommendation, any relationship or interest between such
stockholder and the proposed candidate, and any additional information
that would be required under applicable SEC rules to be included in the
Corporation's proxy statement if such proposed candidate were to be
nominated as a director.
Such submissions should be addressed to the Board of Directors c/o
Corporate Secretary, at the Corporation's executive offices. In order
for a candidate to be considered for any annual meeting, the submission
must be received by the Corporation no later than the May 15 preceding
such annual meeting. The Corporation anticipates that its next annual
meting will be held in December 2006 (the month when it typically holds
its annual meetings).
The Board will evaluate the biographical information and background
material relating to each potential candidate and may seek additional
information from the submitting stockholder, the potential candidate,
and/or other sources. The Board may hold interviews with selected
candidates. Individuals recommended by stockholders will be considered
under the same factors as individuals recommended by other sources.
"Audit Committee Financial Expert." The Corporation does not have
an "audit committee financial expert" serving on its Board of Directors,
as that term is defined by SEC rules. The Board believes that the
directors collectively have sufficient knowledge of financial and
auditing matters to effectively oversee the Corporation's accounting and
financial reporting practices. Furthermore, the Board has the power to
engage experts or consultants as it deems appropriate to carry out its
responsibilities.
INDEPENDENT PUBLIC ACCOUNTANTS
The principal accountant selected by the Board of Directors for the
Corporation's current fiscal year is Deloitte & Touche LLP. It is
expected that a representative of Deloitte & Touche LLP will be present
at the annual meeting of stockholders with the opportunity to make a
statement if they desire to do so and to respond to appropriate
questions.
Fees
Audit Fees. The aggregate fees billed by Deloitte & Touche LLP for
professional services rendered to the Corporation for the audit of the
Corporation's annual financial statements for the fiscal year ended June
30, 2005 and reviews of the financial statements included in the
Corporation's Forms 10-Q for such year were $95,000. Such fees for the
fiscal year ended June 30, 2004 were $85,000.
Tax Fees. The aggregate fees billed by Deloitte & Touche LLP for
tax services rendered to the Corporation during the fiscal year ended
June 30, 2005 were $2,265 and $3,470 for fiscal year ended June 30, 2004.
Such services consisted of research for tax planning.
Audit-Related Fees; All Other Fees. Deloitte & Touche LLP did not
render any other services to the Corporation for the fiscal years ended
June 30, 2005 and June 30, 2004.
Audit Report
The Board does not have an audit committee. The Board as a whole
is responsible for the oversight of the Corporation's accounting and
financial reporting practices. Management is responsible for preparing
the Corporation's financial statements and the independent auditors are
responsible for auditing those statements.
In discharging its oversight responsibility, the Board (1) reviewed
and discussed the audited financial statements of the Corporation at and
for the fiscal year ended June 30, 2005 with management, (2) received
from the independent auditors in writing the matters required to be
communicated by Statement on Auditing Standards No. 61, (3) received the
written disclosures and the letter from the independent auditors required
by the Independence Standards Board's Standard No. 1 and (4) discussed
with the independent auditors the matters referred to in Statement on
Auditing Standards No. 61 and the auditors' independence from the
Corporation.
Based on the reviews and discussions referred to above, the Board
included the Corporation's audited financial statements in the
Corporation's Annual Report on Form 10-K for the fiscal year ended June
30, 2005, for filing with the Securities and Exchange Commission.
Submitted by the Board of Directors,
Alexander A. Cameron
Frances D. Dewey
John H.D. Dewey
LTG James M. Link (USA Ret)
Nathaniel Roberts
STOCKHOLDER PROPOSALS
Any proposals of stockholders which are intended to be presented at
the Corporation's next annual meeting of stockholders must be received by
the Corporation for inclusion in the Corporation's proxy statement and
form of proxy relating to such meeting not later than June 30, 2006. If
a stockholder proposal is received by the Corporation after September 20,
2006, the persons named as proxies in the form of proxy for the
Corporation's 2006 Annual Meeting of Stockholders will be entitled to
exercise their discretionary voting power with respect to such proposal.
DISCRETIONARY AUTHORITY
While the notice of annual meeting of stockholders calls for
transaction of such other business as may come before the meeting,
management has no knowledge of any matters to be presented for action by
the stockholders other than as set forth above. The accompanying form of
proxy gives discretionary authority, however, in the event that any
additional matters should be presented.
By Order of the Board of Directors
FRANCES D. DEWEY
Secretary
October 28, 2005
REVOCABLE PROXY
THE DEWEY ELECTRONICS CORPORATION
__PLEASE MARK VOTES AS IN THIS EXAMPLE
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints FRANCES D. DEWEY AND JOHN H.D. DEWEY, or
either of them, with power of substitution, attorneys and proxies to
represent the undersigned at the annual meeting of stockholders of The
Dewey Electronics Corporation to be held on December 7, 2005 at 10:00
A.M. (Eastern Standard Time) at the offices of the Corporation at 27
Muller Road, Oakland, New Jersey, and any adjournments thereof with all
power which the undersigned would possess if personally present and to
vote all shares of common stock of the Corporation held by the
undersigned, which may be entitled to vote at said meeting upon the
following matter and upon other matters as may come before the meeting.
1. ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL EXCEPT
(except as marked to the contrary below)
Frances D. Dewey, John H.D. Dewey, James M. Link,
John Rhodes, Nathaniel Roberts
INSTRUCTION: To withhold authority to vote for any individual nominee,
mark "For All Except" and write that nominee's name in the space provided
below:
This proxy, when properly executed, will be voted in the manner directed
herein. If no direction is given, this proxy will be voted FOR the
election of the nominees listed above.
Please sign exactly as your name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President, or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
Please be sure to sign and date this Date_______________
Proxy in the box below.
_______________________________ _____________________________
Stockholder sign above Co-holder (if any sign above)