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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrantþ
Filed by a Party other than the Registranto
Check the appropriate box:
o Preliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Adeza Biomedical Corporation
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1. To elect two Class I directors to hold office until the 2008 Annual Meeting of Stockholders and until their successors are elected and qualified. | |
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005. | |
3. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. |
BY ORDER OF THE BOARD OF DIRECTORS | |
Emory V. Anderson | |
President, Chief Executive Officer and Secretary |
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Term Expires | ||||||||||
on the Annual | ||||||||||
Meeting Held | ||||||||||
Name | Age | Position | in the Year | |||||||
Andrew E. Senyei, MD(2) | 55 | Chairman of the Board | 2006 | |||||||
Emory V. Anderson | 51 | President, Chief Executive Officer and Director | 2007 | |||||||
Nancy D. Burrus(1)(2) | 50 | Director | 2005 | |||||||
Michael P. Downey(1)(2) | 57 | Director | 2006 | |||||||
Kathleen D. LaPorte(3) | 43 | Director | 2007 | |||||||
Craig C. Taylor(1)(3) | 54 | Director | 2005 |
(1) | Member of audit committee |
(2) | Member of compensation committee |
(3) | Member of nominating and corporate governance committee |
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Amount and Nature of | ||||||||||||
Beneficial Ownership(2) | ||||||||||||
Percent | ||||||||||||
Name and Address of Beneficial Owner(1) | Stock | Options | of Class | |||||||||
Directors and Executive Officers | ||||||||||||
Kathleen D. LaPorte(3) | 2,853,875 | 22,500 | 17.30 | % | ||||||||
Andrew E. Senyei(4)(5) | 1,793,804 | 38,729 | 11.01 | % | ||||||||
Craig C. Taylor(6) | 839,183 | 24,380 | 5.19 | % | ||||||||
Nancy D. Burrus(7) | 615,551 | 22,500 | 3.84 | % | ||||||||
Michael P. Downey(8) | — | 22,500 | * | |||||||||
Emory V. Anderson(9) | 25,423 | 525,246 | 3.21 | % | ||||||||
Mark D. Fischer-Colbrie(10) | — | 169,447 | 1.01 | % | ||||||||
Durlin E. Hickok(11) | 980 | 168,482 | 1.01 | % | ||||||||
Robert O. Hussa(12) | 43,956 | 32,715 | * | |||||||||
Marian E. Sacco(13) | — | 173,687 | 1.04 | % | ||||||||
All directors and executive officers as a group (10 persons)(18) | 6,172,772 | 1,200,185 | 41.40 | % | ||||||||
5% Stockholders | ||||||||||||
Entities affiliated with Sprout Capital(3) | 2,853,875 | — | 17.18 | % | ||||||||
Enterprise Partners V, L.P.(4) | 1,781,857 | — | 10.73 | % | ||||||||
AMVESCAP PLC(17) | 1,269,519 | — | 7.64 | % | ||||||||
Entities affiliated with Charter Venture Capital(14) | 1,179,981 | — | 7.11 | % | ||||||||
Aeneas Venture Corporation(15) | 907,011 | — | 5.46 | % | ||||||||
Entities affiliated with Alliance Technology Ventures(16) | 845,291 | — | 5.09 | % | ||||||||
Entities affiliated with Asset Management(6) | 822,985 | 1,880 | 4.97 | % |
* | Less than 1%. | |
(1) | Unless otherwise indicated, the address of each of the named individuals is c/o Adeza Biomedical Corporation, 1240 Elko Drive, Sunnyvale, California 94089. | |
(2) | Beneficial ownership of shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or of which |
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a person has the right to acquire ownership within 60 days after March 31, 2005. Except as otherwise noted, each person or entity has sole voting and investment power with respect to the shares shown. | ||
(3) | Includes 2,344 shares underlying options that are exercisable within 60 days of March 31, 2005 and 20,156 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005, 57,077 shares held of record by DLJ Capital Corp., 285,387 shares held of record by DLJ First ESC L.P., 1,372,993 shares of record held by Sprout Capital VII, L.P., 15,948 shares of record held by Sprout CEO Fund, L.P., and 1,122,470 shares held of record by Sprout Growth II, L.P. Kathleen LaPorte, a member of our board of directors, is a managing director of DLJ Capital Corp. DLJ Capital Corp. is a wholly-owned subsidiary of Credit Suisse First Boston (USA), Inc. Credit Suisse First Boston (USA), Inc. is a subsidiary of Credit Suisse First Boston, Inc. DLJ LBO Plans Management Corp. is the general partner of DLJ First ESC, L.P. DLJ LBO Plans Management Corp. is an indirect subsidiary of Credit Suisse First Boston (USA), Inc. DLJ Capital Corp. is the managing general partner of Sprout Capital VII, L.P. and Sprout Growth II, L.P. and is the sole general partner of Sprout CEO Fund, L.P. According to information provided by DLJ Capital Corp., Credit Suisse First Boston, Inc. is the parent company of Credit Suisse First Boston (USA), Inc. and may be deemed to beneficially own the shares owned by DLJ Capital Corp., Sprout CEO Fund, L.P., DLJ First ESC, L.P., Sprout Capital VII, L.P. and Sprout Growth II, L.P.; however, Credit Suisse First Boston, Inc. disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. Ms. LaPorte disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. DLJ Capital Corp., Sprout CEO Fund, L.P., DLJ First ESC, L.P. Sprout Capital VII, L.P. and Sprout Growth II, L.P. are located at 1 Madison Avenue, New York, NY 10010. | |
(4) | Includes 1,781,857 shares held of record by Enterprise Partners V, L.P. Andrew Senyei, M.D., a member of our board of directors, William Stensrud, Thomas Clanoy, Naser Partovi and James H. Berglund are general partners of Enterprise Partners V, L.P. and may be deemed to beneficially own the shares owned by Enterprise Partners V, L.P.; however, each person disclaims beneficial ownership of these shares except to the extent of his proportionate pecuniary interest therein. The address for Enterprise Partners V, L.P. is 2223 Avenida de la Playa, Suite 300, La Jolla, California 92037, attn: Andrew Senyei. | |
(5) | Includes 11,854 shares underlying options that are exercisable within 60 days of March 31, 2005 and 26,875 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005, and 8,962 shares of record held by Andrew Senyei, a member of our Board of Directors, 995 shares of record held by the Alison Marie Senyei Trust, 995 shares of record held by the Grant Drew Senyei Trust, and 995 shares of record held by the Kelly Joanne Senyei Trust. | |
(6) | Includes 4,224 shares underlying options that are exercisable within 60 days of March 31, 2005 and 20,156 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005, 465,035 shares held of record by Asset Management Associates 1984, L.P. and 357,950 shares held of record by Asset Management Associates 1989, L.P. Craig Taylor, a member of our board of directors, John Schoch and Franklin P. Johnson, Jr. are the general partners of AMC Partners 84, L.P. and Messrs. Taylor, Schoch, Johnson and Ferrell Sanders are the general partners of AMC Partners 89, L.P. AMC Partners 84, L.P. is the general partner of Asset Management Associates 1984, L.P. and AMC Partners 89, L.P. is the general partner of Asset Management Associates 1989, L.P. AMC Partners 84, L.P. and Messrs. Taylor, Schoch and Johnson may be deemed to beneficially own the shares owned by Asset Management Associates 1984, L.P., and AMC Partners 89, L.P. and Messrs. Taylor, Schoch, Johnson and Ferrell may be deemed to beneficially own the shares owned by Asset Management Associates; however, each entity and person disclaims beneficial ownership of these shares except to the extent of his or its proportionate pecuniary interest therein. The address for the Asset Management Associates funds is 480 Cowper Street, 2nd Floor, Palo Alto, CA 94301. | |
(7) | Includes 2,344 shares underlying options that are exercisable within 60 days of March 31, 2005 and 20,156 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005, and 615,551 shares held of record by STF II, L.P., a fund affiliated |
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with Suez Ventures. Nancy D. Burrus, a member of our board of directors, Guy H. Conger and David E. Gold are general partners of STF II, L.P. and may be deemed to beneficially own the shares owned by STF II, L.P.; however each person disclaims beneficial ownership of the shares except to the extent of his or her proportionate pecuniary interest therein. The address for STF II, L.P. is 2180 Sand Hill Road, Suite 450, Menlo Park, CA 94025. | ||
(8) | Includes 938 shares underlying options that are exercisable within 60 days of March 31, 2005 and 21,562 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005. | |
(9) | Includes 351,031 shares underlying options that are exercisable within 60 days of March 31, 2005, and 174,215 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005. |
(10) | Includes 133,666 shares underlying options that are exercisable within 60 days of March 31, 2005, and 35,781 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005. |
(11) | Includes 130,826 shares underlying options that are exercisable within 60 days of March 31, 2005, and 37,656 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005. |
(12) | Includes 17,481 shares underlying options that are exercisable within 60 days of March 31, 2005, and 15,234 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005. |
(13) | Includes 138,921 shares underlying options that are exercisable within 60 days of March 31, 2005, and 34,766 shares underlying options that are exercisable and subject to vesting or a right of repurchase within 60 days of March 31, 2005. |
(14) | Includes 2,498 shares held of record by Charter Advisors Fund IV, L.P., 7,920 shares held by record of Charter Entrepreneurs Fund IV, L.P. and 1,169,563 shares held of record by CLS-I-IV, LLC. A. Barr Dolan, Fred M. Schwarzer, Nelson N.H. Teng and Donald C. Harrison are the managers of CLS I-IV, LLC and A. Barr Dolan and Ravi Chiruvolu are the managers of Charter Ventures IV Partners, LLC, the general partner of Charter Entrepreneurs Fund IV, L.P. and Charter Advisors Fund IV, L.P. Messrs. Dolan, Schwarzer, Teng and Harrison may be deemed to beneficially own the shares owned by CLS IV, LLC; however each person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. Charter Ventures IV Partners, LLC and Messrs. Dolan and Chiruvolu may be deemed to beneficially own the shares owned by Charter Entrepreneurs Fund IV, L.P. and Charter Advisors Fund IV, L.P.; however each person and entity disclaims beneficial ownership of the shares except to the extent of his or its proportionate pecuniary interest therein. The address for Charter Venture Capital is 525 University Avenue, Suite 1400, Palo Alto, CA 94301. |
(15) | Includes 907,011 shares of record held by Aeneas Ventures Corporation. Aeneas Venture Corporation, a wholly owned subsidiary of the President and Fellows of Harvard College, assists in the investment and management of the Harvard University endowment fund. Voting and investment authority over the shares held by Aeneas Ventures Corporation is shared by Kim Davis, Michael Eisenson, Tim Palmer and Mark Rosen, all of whom are Managing Directors of Charlesbank Capital Partners, LLC, the investment advisor to Aeneas Ventures Corporation. The address for Aeneas Venture Corporation is c/o Charlesbank Capital Partners, LLC, 600 Atlantic Avenue, 26th Floor, Boston, MA 02210. |
(16) | Includes 838,269 shares held of record by Alliance Technology Ventures III, L.P., and 7,022 shares held of record by ATV III Affiliates Fund, L.P. The General Partner for both Alliance Technology Ventures III, L.P. and ATV III Affiliates Fund, L.P. is ATV III Partners, LLC. The managers of ATV III Partners, LLC are Michael A. Henos, William L. Lyman, J. Connor Seabrook and Michael R. Slawson. ATV III Partners, LLC and Messrs. Henos, Lyman, Seabrook and Slawson may be deemed to beneficially own the shares owned by Alliance Technology Ventures III, L.P. and ATV III Affiliates Fund, L.P.; however, each person and entity disclaims beneficial ownership of the shares except to the |
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extent of his or its proportionate pecuniary interest therein. The address for the Alliance Technology Ventures is 8995 Westside Parkway, Alpharetta, GA 30004. | |
(17) | Includes 1,099,819 shares held of record by AIM Advisors, Inc., 90,000 shares of record held by INVESCO Asset Management Limited and 79,700 shares of record held by INVESCO Institutional (N.A.), Inc. The address for the AMVESCAP PLC is 11 Devonshire Square, London EC2M 4YR, England. |
(18) | Total number of shares includes common stock held by entities affiliated with directors and executive officers. See footnotes 3 through 13 above. |
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Long Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Awards | |||||||||||||||||||||
Annual Compensation | |||||||||||||||||||||
Securities | All Other | ||||||||||||||||||||
Name and Principal Position(s) | Year | Salary | Bonus | Underlying Options | Compensation(1) | ||||||||||||||||
Emory V. Anderson | 2004 | $ | 337,209 | $ | 168,605 | 168,750 | — | ||||||||||||||
President and Chief Executive | 2003 | 310,277 | 108,597 | — | — | ||||||||||||||||
Officer | |||||||||||||||||||||
Mark D. Fischer-Colbrie | 2004 | 229,839 | 68,952 | 37,500 | $ | 76,000 | (2) | ||||||||||||||
Vice President, Finance and | 2003 | 216,293 | 43,259 | — | 33,500 | (2) | |||||||||||||||
Administration and Chief Financial Officer | |||||||||||||||||||||
Durlin E. Hickok | 2004 | 229,412 | 45,882 | 37,500 | — | ||||||||||||||||
Vice President, Medical Affairs | 2003 | 218,720 | 43,744 | — | — | ||||||||||||||||
Robert O. Hussa | 2004 | 203,500 | 20,350 | 18,750 | — | ||||||||||||||||
Vice President, Research and | 2003 | 199,346 | 19,935 | — | — | ||||||||||||||||
Development | |||||||||||||||||||||
Marian E. Sacco | 2004 | 222,310 | 44,462 | 37,500 | — | ||||||||||||||||
Vice President, Sales and | 2003 | 209,388 | 41,878 | — | — | ||||||||||||||||
Marketing |
(1) | In accordance with the rules of the SEC, the other annual compensation disclosed in this table does not include various perquisites and other personal benefits received by a named executive officer that does not excess the lesser of $50,000 or 10% of such officer’s salary and bonus disclosed in this table. |
(2) | Represents forgiveness of loan. |
Individual Grants | Reasonable Realizable | |||||||||||||||||||||||
Value at Assumed Annual | ||||||||||||||||||||||||
% of Total | Rate of Stock Price | |||||||||||||||||||||||
Options | Exercise | Appreciation | ||||||||||||||||||||||
Granted to | Or Base | For Option Term($) | ||||||||||||||||||||||
Options | Employees in | Price | Expiration | |||||||||||||||||||||
Name | Granted | Fiscal Year(1) | ($/sh) | Date | 5% | 10% | ||||||||||||||||||
Emory V. Anderson | 168,750 | 28 | % | 10.00 | 08/04/2014 | 1,061,260 | 2,689,440 | |||||||||||||||||
Mark D. Fischer-Colbrie | 37,500 | 6 | % | 10.00 | 08/04/2014 | 235,835 | 597,653 | |||||||||||||||||
Durlin E. Hickok | 37,500 | 6 | % | 10.00 | 08/04/2014 | 235,835 | 597,653 | |||||||||||||||||
Robert O. Hussa | 18,750 | 3 | % | 10.00 | 08/04/2014 | 117,918 | 298,827 | |||||||||||||||||
Marian E. Sacco | 37,500 | 6 | % | 10.00 | 08/04/2014 | 235,835 | 597,653 |
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(1) | The percentage of options is based upon an aggregate of 609,150 options granted during fiscal year 2004 to employees, including the named executive officers. |
Value of Unexercised | ||||||||||||||||||||||||
Number of Unexercised | In-the-Money Options | |||||||||||||||||||||||
Shares | Options at Year End | At Year End(1) | ||||||||||||||||||||||
Acquired on | Value | |||||||||||||||||||||||
Name | Exercise | Realized | Exercisable(2) | Unexercisable | Exercisable | Unexercisable | ||||||||||||||||||
Emory V. Anderson | — | — | 549,389 | 228,901 | $ | 8,317,157 | $ | 2,214,054 | ||||||||||||||||
Mark D. Fischer-Colbrie | — | — | 122,700 | 46,747 | 1,723,211 | 429,422 | ||||||||||||||||||
Durlin E. Hickok | — | — | 120,713 | 48,749 | 1,840,094 | 461,980 | ||||||||||||||||||
Robert O. Hussa | — | — | 56,031 | 17,187 | 938,966 | 129,074 | ||||||||||||||||||
Marian E. Sacco | — | — | 130,719 | 42,968 | 2,056,803 | 380,005 |
(1) | Based on the closing price of the common stock as reported on the Nasdaq National Market at December 31, 2004, less the exercise price, multiplied by the number of shares underlying the option. |
(2) | Each of the outstanding options listed maybe exercised at any time, whether vested or unvested. Upon the exercise of an unvested option or the unvested portion of an option, the holder will receive shares of restricted stock that are subject to our repurchase right at the original purchase price of the shares. The repurchase right lapses in accordance with the vesting schedule applicable to the option. |
• | breach of their duty of loyalty to us or our stockholders; | |
• | acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; | |
• | unlawful payments of dividends or unlawful stock repurchases or redemptions; and | |
• | any transaction from which the director derived an improper personal benefit. |
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Severance and Change of Control Agreements |
Management continuity agreements |
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THE COMPENSATION COMMITTEE | |
Andrew E. Senyei, MD, Chair | |
Nancy D. Burrus | |
Michael P. Downey |
(a) | (b) | (c) | ||||||||||
Number of Securities | ||||||||||||
Remaining Available for | ||||||||||||
Future Issuance Under | ||||||||||||
Number of Securities to | Weighted Average | Equity Compensation Plans | ||||||||||
Be Issued upon Exercise | Exercise Price of | (Excluding Securities | ||||||||||
Plan Category | of Outstanding Options | Outstanding Options | Reflected in Column(a)) | |||||||||
1995 Stock Option and Restricted Stock Plan | 2,147,101 | $ | 4.70 | — | ||||||||
2004 Equity Incentive Plan | 97,500 | $ | 19.70 | 1,801,981 | ||||||||
Total | 2,244,601 | $ | 5.35 | 1,801,981 | (1) | |||||||
(1) | Includes a total of 1,716,456 shares of common stock remaining available for future issuance under the Company’s 2004 Equity Incentive Plan as of March 31, 2005. The 2004 Equity Incentive Plan contains an “evergreen” provision that automatically increases on January 1 of each year, the lesser of an |
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additional (a) 3% of the number of the Company’s shares issued and outstanding as of the preceding December 31, (b) 525,000 shares and (c) a number of shares set by the Board. In addition, shares subject to options that expire unexercised under the 1995 Stock Option and Restricted Stock Plan will be available for grant under the 2004 Equity Incentive Plan. There are no shares available for future issuance under the Company’s 1995 Stock Option and Restricted Stock Plan. |
• | reviewed and discussed the audited financial statements as of and for the fiscal year ended December 31, 2004 with the Company’s management and with Ernst & Young LLP, the Company’s independent registered public accounting firm; | |
• | discussed with Ernst & Young LLP the matters required to be discussed by Statement of Auditing Standards No. 61, Communication with Audit Committees, as amended by Statement of Auditing Standards No. 90, Audit Committee Communications; | |
• | reviewed the written disclosures and the letter from Ernst & Young LLP required by the Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees, discussed with Ernst & Young LLP their independence, and concluded that the non-audit services performed by Ernst & Young LLP are compatible with maintaining their independence; | |
• | based on the foregoing reviews and discussions, recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 filed with the Securities and Exchange Commission; and | |
• | instructed Ernst & Young LLP that the audit committee expects to be advised if there are any subjects that require special attention. |
THE AUDIT COMMITTEE | |
Michael P. Downey | |
Nancy D. Burrus | |
Craig C. Taylor |
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2004 | 2003 | ||||||||
Audit Fees(1) | $ | 949,938 | $ | 117,500 | |||||
Tax Fees(2) | $ | 46,642 | $ | 33,712 | |||||
Total | $ | 996,580 | $ | 151,212 | |||||
(1) | Audit fees represent fees for professional services provided in connection with the audit of the Company’s financial statements and review of the Company’s quarterly financial statements and audit services provided in connection with other statutory or regulatory filings. |
(2) | For fiscal 2004 and 2003 tax fees principally related to preparation services for Federal and State returns. |
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* | $100 invested on 12/10/04 in stock or 11/30/04 in index-including reinvestment of dividends. Fiscal year ending December 31. |
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By Order of the Board of Directors | |
Emory V. Anderson | |
President, Chief Executive Officer and Secretary |
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Adeza Biomedical Corporation
1240 Elko Drive
Sunnyvale, CA 94089
Proxy Solicited by the Board of Directors
for the Annual Meeting of Stockholders
to be Held Thursday, June 9, 2005
10:00 a.m.
The undersigned hereby appoints Emory V. Anderson and Mark D. Fischer-Colbrie or any one of them with full power of substitution, proxies to vote at the Annual Meeting of Stockholders of Adeza Biomedical Corporation (the “Company”) to be held on June 9, 2005 at 10:00 a.m., local time, and at any adjournment thereof, hereby revoking any proxies heretofore given, to vote all shares of Common Stock of the Company held or owned by the undersigned as directed on the reverse side of this proxy card, and in their discretion upon such other matters as may come before the meeting.
1. To elect Nancy D. Burrus and Craig C. Taylor as Class I directors, to hold office until the 2008 Annual Meeting of Stockholders and until their successors are elected and qualified, the nominees listed below:
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___ | FOR | ___ | WITHHOLD AUTHORITY | |||||
All nominees listed | to vote (as to all nominees) | |||||||
(except as indicated | ||||||||
below) |
To withhold authority to vote for any individual nominee, write the nominee’s name on the line provided below.
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2005.
___ For | ___ Against | ___ Abstain |
The Board recommends that you vote FOR the above proposals. This proxy, when properly executed, will be voted in the manner directed above. WHEN NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSALS. This proxy may be revoked by the undersigned at any time, prior to the time it is voted by any of the means described in the accompanying proxy statement.
Signature(s) of Stockholder(s) | ||
Date and sign exactly as name(s) appear(s) on this proxy. If signing for estates, trusts, corporations or other entities, title or capacity should be stated. If shares are held jointly, each holder should sign. | ||
Date: , 2005 |
PLEASE COMPLETE, DATE AND SIGN THIS PROXY
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.