SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
BREAKAWAY SOLUTIONS, INC.
----------------------------------------------------------------------------
(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:
------------------------------------------------------------
PRELIMINARY COPY
FILED ON JANUARY 29, 2001
BREAKAWAY SOLUTIONS, INC.
2 SEAPORT LANE
BOSTON, MASSACHUSETTS 02210
------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MARCH 14, 2001
------------------------
To the Stockholders of Breakaway Solutions, Inc.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the
"Meeting") of Breakaway Solutions, Inc., a Delaware corporation (the "Company"),
will be held at the offices of Hale and Dorr LLP, 60 State Street, Boston,
Massachusetts 02109, on Wednesday, March 14, 2001, at 10:00 a.m. local time, for
the following purposes:
1. To approve an amendment to the Company's Third Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of
the Company's common stock, par value $0.000125 per share, from 80,000,000
shares to 160,000,000 shares; and
2. To transact such other business, if any, as may properly come before the
Meeting or any adjournments thereof.
The Board of Directors has no knowledge of any other business to be
transacted at the Meeting.
Only stockholders of the Company of record at the close of business on
February 8, 2001 are entitled to notice of, and to vote at, the Meeting and any
adjournments thereof. All of the Company's stockholders are cordially invited to
attend the Meeting.
By Order of the Board of Directors
Kevin Comerford, SECRETARY
Boston, Massachusetts
February [ ], 2001
Whether or not you expect to attend the Meeting, you are urged to sign, date
and complete the enclosed proxy card and return it in the accompanying envelope.
No postage is required if mailed in the United States. Any of the Company's
stockholders attending the Meeting may vote in person even if that stockholder
has returned a proxy.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
PRELIMINARY COPY
FILED ON JANUARY 29, 2001
BREAKAWAY SOLUTIONS, INC.
2 SEAPORT LANE
BOSTON, MASSACHUSETTS 02210
------------------------
PROXY STATEMENT
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 14, 2001
------------------------
FIRST MAILED ON OR ABOUT FEBRUARY [ ], 2001
------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Breakaway Solutions, Inc., a
Delaware corporation (the "Company"), for use at the Company's Special Meeting
of Stockholders (the "Meeting") to be held at the offices of Hale and Dorr LLP,
60 State Street, Boston, Massachusetts 02109 on Wednesday, March 14, 2001, at
10:00 a.m. local time, and at any adjournments thereof. The Notice of Special
Meeting, this Proxy Statement and the accompanying proxy card are first being
mailed to the Company's stockholders ("Stockholders"), on or about
February [ ], 2001. The Company's principal executive offices are located at 2
Seaport Lane, Boston, Massachusetts 02210 and its telephone number is
(617) 275-3000.
EXPENSES OF PROXY SOLICITATION
The cost of solicitation of proxies, including expenses in connection with
preparing and mailing this Proxy Statement, will be borne by the Company. Copies
of solicitation materials will be furnished to brokerage houses, nominees,
fiduciaries and custodians to forward to beneficial owners of the Company's
common stock, par value $0.000125 per share (the "Common Stock") held in their
names. The Company will reimburse brokerage firms and other persons representing
beneficial owners of stock for their reasonable expenses in forwarding
solicitation materials to such beneficial owners. In addition to solicitation of
proxies by mail, the Company's directors, officers and other employees may,
without additional compensation, solicit proxies by telephone, facsimile and
personal interviews. The Company has retained a proxy solicitation firm, Morrow
& Co., Inc., to aid it in the solicitation process. The Company will pay this
firm an estimated fee of $5,000.
1
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE OFFICERS
The following table sets forth certain information, as of January 1, 2001,
with respect to the beneficial ownership of shares of the Common Stock by
(i) each person known to the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each of the directors of the Company,
(iii) the Chief Executive Officer and each of the Company's other executive
officers who were serving as executive officers on December 31, 2000 and
(iv) all executive officers and directors of the Company, as a group.
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP (1)
----------------------------------------------
NUMBER OF SHARES OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER(2) STOCK BENEFICIALLY OWNED PERCENT OF COMMON
--------------------------------------- -------------------------- -----------------
5% STOCKHOLDERS:
Internet Capital Group, Inc.(3).................... 25,180,921 42.8%
Invest Inc.(4)..................................... 3,646,562 7.3
Christopher H. Greendale(5)........................ 1,276,800 2.5
Walter W. Buckley, III(6).......................... 25,328,665 43.0
Frank Selldorff.................................... 4,139,400 8.3
OTHER DIRECTORS AND EXECUTIVE OFFICERS:
Bader Al-Rezaihan(7)............................... 3,646,562 6.9
Richard Wallman.................................... -- --
Gordon Brooks(8)................................... 4,980,678 9.2
Kevin Comerford(9)................................. 133,001 *
William Loftus (10)................................ 1,855,232 3.8
Maureen Ellenberger................................ 1,125,605 2.3
John Loftus(11).................................... 495,109 1.0
All executive officers and directors as a group
(10 persons including one former director)(12)... 42,981,052 63.9
------------------------
(1) The inclusion herein of any shares of Common Stock deemed beneficially owned
does not constitute an admission of beneficial ownership of those shares.
Unless otherwise indicated, to the knowledge of the Company based upon
information provided by such persons, each person listed above has sole
voting and investment power with respect to the shares listed. For purposes
of this table, each person is deemed to beneficially own any shares subject
to stock options, warrants or other securities convertible into Common
Stock, held by such person which are currently exercisable (or convertible)
within 60 days after January 1, 2001.
(2) Unless otherwise specified, the address of each officer and director is c/o
Breakaway Solutions, Inc., 2 Seaport Lane, Boston, Massachusetts, 02210.
(3) Includes 176,288 shares issuable upon the exercise of a warrant. In
addition, includes 9,737,447 shares issuable upon the exercise of another
warrant issued to ICG Holdings, Inc., an affiliate of Internet Capital Group
on January 19, 2001. The address of Internet Capital Group, Inc. is 600
Building, 435 Devon Park Drive, Wayne, Pennsylvania 19087.
(4) Includes 1,014,983 shares issuable upon the exercise of a warrant. These
shares and the warrant were issued in a private placement on December 11,
2000. Bader Al-Rezaihan is the sole director and stockholder of Invest Inc.
The address of Invest Inc. is c/o Capital Investment Corporation, Inc., 350
Park Avenue, 19th Floor, New York, New York 10022.
2
(5) Consists of 1,276,800 shares subject to outstanding stock options that are
exercisable within the 60-day period following January 1, 2001.
Mr. Greendale is a former managing director of the Internet Capital Group.
(6) Consists of 25,328,665 shares beneficially owned by Internet Capital Group
and ICG Holdings, Inc. Mr. Buckley is President, Chief Executive Officer and
a director of Internet Capital Group and President and a director of ICG
Holdings, Inc. Mr. Buckley disclaims beneficial ownership of all shares held
by Internet Capital Group and ICG Holdings, Inc.
(7) Mr. Al-Rezaihan, is the sole director and stockholder of Invest Inc. The
address of Mr. Al-Rezaihan is c/o Capital Investment Corporation, Inc., 350
Park Avenue, 19th Floor, New York, New York 10022. Mr. Al-Rezaihan resigned
from the Board on January 8, 2001.
(8) Includes 25,538 shares held in a trust of which Mr. Brooks is the sole
beneficiary and 87,400 shares transferred to a limited liability company of
which Mr. Brooks is the sole manager and voting member. In addition, this
number includes 174,462 shares subject to outstanding stock options held by
a revocable trust of which Mr. Brooks is the sole beneficiary and 4,693,278
shares subject to outstanding stock options that are exercisable within the
60-day period following January 1, 2001.
(9) Includes 123,000 shares subject to outstanding options that are exercisable
within the 60 day period following January 1, 2001.
(10) Includes an aggregate of 2,000 shares held by Mr. Loftus's children.
Mr. Loftus disclaims beneficial ownership of such shares. Mr. Loftus is the
brother of John Loftus who is also included in this table.
(11) Mr. Loftus is the brother of William Loftus who is also included in this
table.
(12) Includes an aggregate of 7,077,540 shares issuable upon the exercise of
outstanding stock options held by such executive officers and directors
within the 60-day period following January 1, 2001. Also includes (i)
9,913,735 shares issuable upon the exercise of warrants held by Internet
Capital Group and 15,414,930 shares held by Internet Capital Group, all of
which are attributable to one director of the Company, and (ii) 1,014,983
shares issuable upon the exercise of warrants held by Invest, Inc. and
2,631,579 shares held by Invest, Inc. all of which are attributable to our
former directors.
RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES
The Board has fixed February 8, 2001 as the record date (the "Record Date")
for determining holders of the Common Stock, who are entitled to vote at the
Meeting. As of the Record Date, the Company had [ ] shares of Common
Stock issued and outstanding and entitled to vote at the Meeting.
Each share of Common Stock entitles the record holder to one vote on each
matter to be voted upon at the Meeting. A majority of the shares of Common Stock
issued and outstanding and entitled to vote at the Meeting will constitute a
quorum for the transaction of business at the Meeting. Shares of Common Stock
present in person or represented by proxy (including shares which abstain or do
not vote with respect to one or more of the matters presented for Stockholder
approval) will be counted for purposes of determining whether a quorum exists at
the Meeting.
The affirmative vote of a majority of the shares of Common Stock outstanding
on the Record Date is required to approve the amendment to the Company's Third
Amended and Restated Certificate of Incorporation (the "Restated Charter").
Shares which abstain from voting, and shares held in "street name" by brokers or
nominees who indicate on their proxies that they do not have discretionary
authority to vote such shares as to a particular matter ("broker non-votes"),
will not be counted as votes in favor of such matter, and will also not be
counted as votes cast or shares voting on
3
such matter. Accordingly, abstentions and broker non-votes will have the same
effect as a vote against the proposed amendment to the Company's Restated
Charter.
Stockholders may vote by mail or in person, at the Meeting. To vote by mail,
sign, date and complete the enclosed proxy card and return it in the enclosed
envelope. No postage is necessary if the proxy card is mailed in the United
States. If you hold your shares through a bank, broker or other nominee, they
will give you separate instructions for voting your shares.
REVOCABILITY OF PROXY AND VOTING OF SHARES
Any Stockholder giving a proxy has the power to revoke it at any time before
the meeting. The proxy may be revoked by filing with the Secretary of the
Company, at the principal executive offices of the Company, 2 Seaport Lane,
Boston, Massachusetts 02210, an instrument of revocation or a duly executed
proxy bearing a later date. The proxy may also be revoked by attending the
Meeting and voting in person. If not revoked, the proxy will be voted at the
Meeting in accordance with the Stockholder's instructions indicated on the proxy
card. If no instructions are indicated, the proxy will be voted FOR the approval
of the amendment to the Company's Restated Charter and in accordance with the
judgment of the proxy holders as to any other matter that may be properly
brought before the Meeting or any adjournments thereof.
PROPOSAL 1--APPROVAL OF AMENDMENT TO
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Company's Restated Charter currently authorizes the issuance of
80.0 million shares of Common Stock. In January 2001, the Board adopted
resolutions, subject to stockholder approval, proposing an amendment to the
Restated Charter providing for an increase in the authorized number of shares of
Common Stock from 80.0 million to 160.0 million shares. If approved by the
stockholders, such amendment would become effective upon the filing of a
certificate of amendment to the Restated Charter with the Secretary of State of
the State of Delaware. As described below, the Company currently has no shares
of Common Stock that are authorized, not subject to any reserves and available
for corporate purposes.
CHARTER AMENDMENT
The Board has adopted resolutions setting forth the proposed amendment to
the first paragraph of Article Fourth of the Restated Charter (the "Charter
Amendment"), the advisability of the Charter Amendment, and a call for
submission of the Charter Amendment for approval by the Stockholders at the
Meeting. The following is the text of the first paragraph of Article Fourth of
the Restated Charter as proposed to be amended:
FOURTH. The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 165,000,000 shares,
consisting of (i) 160,000,000 shares of Common Stock, $0.000125 par value
per share ("Common Stock"), and (ii) 5,000,000 shares of Preferred Stock,
$0.0001 par value per share ("Preferred Stock").
PURPOSE AND EFFECT OF THE PROPOSED CHARTER AMENDMENT
The Board believes it is necessary to increase the number of authorized
shares of Common Stock in order to give the Company, among other things, the
ability to raise and maintain additional capital funds through the sale of
stock. The ability to raise capital is important for the Company in order to
facilitate growth, form strategic relationships and alliances and effect stock
dividends and stock splits. The Company does not currently have sufficient
shares of Common Stock authorized under the Restated Charter to account for, in
addition to its issued and outstanding shares, the shares reserved
4
for issuance under the Company's stock plans and the shares reserved for
issuance upon the exercise of outstanding warrants issued by the Company.
Specifically, on January 19, 2001 the Company issued to ICG Holdings, Inc.,
a Delaware corporation ("ICG Holdings"), warrants to purchase up to 9.7 million
shares of Common Stock at a per share exercise price of $0.6875, such shares and
exercise price subject to adjustment in certain events (the "January Warrants").
The Company issued the January Warrants in connection with the definitive
agreements it entered into on that date with respect to a secured financing (the
"Financing") with ICG Holdings. ICG Holdings is an affiliate of Internet Capital
Group, Inc., a Delaware corporation and the Registrant's largest stockholder
("ICG"). Walter W. Buckley, III, a director of the Company, is President and a
director of ICG Holdings and is President, Chief Executive Officer and a
director of ICG. Pursuant to the Financing, the Company borrowed $5.0 million
from ICG Holdings at an interest rate of 12% per annum (or 18% after an event of
default). Principal and interest are due and payable in full on March 12, 2001
and are fully secured by substantially all of the Company's assets.
Upon the issuance of the January Warrants, of the 80.0 million shares of
Common Stock the Company is authorized to issue, approximately
(i) 48.9 million shares were issued and outstanding, (ii) 21.4 million shares
were reserved for issuance under the Company's stock plans and
(iii) 1.4 million shares were reserved for issuance upon the exercise of
outstanding warrants issued by the Company. Accordingly, the Company had only
approximately 8.3 million shares of Common Stock that were authorized, not
subject to any reserves and available for corporate purposes. As the January
Warrants are exercisable for up to 9.7 million shares of Common Stock, the
issuance of the January Warrants created a commitment by the Company to issue
approximately 1.4 million shares of Common Stock in excess of the 80.0 million
shares of Common Stock authorized for issuance under the Restated Charter.
Under the terms of the January Warrants, if the January Warrants are
exercised and the Company does not then have sufficient shares of Common Stock
authorized and available for issuance for that exercise, the Company is required
to pay to the holder of the January Warrants a cash sum for each unissued share
equal to the difference obtained by subtracting the per share exercise price of
the January Warrants from the fair market value per share of Common Stock.
However, the Company is not required to make any such payment (i) if the Charter
Amendment is approved by the Stockholders at the Meeting or (ii) if ICG and its
wholly owned subsidiaries do not vote all shares of Common Stock over which they
have voting control in favor of the Charter Amendment. Therefore, if the
Stockholders approve the Charter Amendment at the Meeting, the Company will be
able to reserve sufficient shares of Common Stock for issuance under the January
Warrants and will not be required to make cash payments under the terms of the
January Warrants upon an exercise of the January Warrants when the Company does
not have sufficient shares of Common Stock authorized and available for issuance
for that exercise.
The Board also believes that the proposed increase in the number of
authorized shares of Common Stock is desirable to maintain the Company's
flexibility in choosing how to pay for acquisitions. The Company has acquired a
number of companies in order to expand its ability to provide diverse and
innovative solutions to its customers. The Company may acquire additional
companies for these and other business reasons. From time to time, the Company
uses shares of Common Stock to pay for acquisitions. While the Company is in
acquisition discussions from time to time with other companies and may consider
issuing shares of Common Stock in the future for such acquisitions, the Company
does not presently have any such agreements, understandings or arrangements that
will or could result in the issuance of any shares.
In addition, the Board believes that the availability of additional shares
of Common Stock will provide the Company with the flexibility to issue shares
for a variety of other purposes that the Board may deem advisable without
further action by the Company's stockholders, unless required by law,
5
regulation or stock market rule. These purposes could include, among other
things, to finance personal property leases, to finance the purchase of
property, the use of additional shares for various equity compensation and other
employee benefit plans, and other bona fide corporate purposes. Approval of the
proposal will give the Company greater flexibility in pursuing business
opportunities and to attract or retain personnel.
In some situations, the issuance of additional shares of Common Stock could
have a dilutive effect on earnings per share and, for a person who does not
purchase additional shares to maintain his or her pro rata interest, on a
Stockholder's percentage voting power in the Company. The issuance of additional
shares of Common Stock may also adversely affect the market price of the Common
Stock. In addition, depending upon the nature and terms thereof, such issuances
could enable the Board to render more difficult or discourage an attempt to
obtain a controlling interest in the Company or the removal of the incumbent
Board and may discourage unsolicited takeover attempts which might be desirable
to Stockholders. For example, the issuance of shares of Common Stock in a public
or private sale, merger or similar transaction would increase the number of the
Company's outstanding shares, thereby diluting the interest of a party seeking
to take over the Company. Furthermore, many companies have issued warrants or
other rights to acquire additional shares to the holders of Common Stock to
discourage or defeat unsolicited stock accumulation programs and acquisition
proposals. If the Charter Amendment is adopted, more Common Stock of the Company
would be available for such purposes than is currently available.
The Board is not proposing the Charter Amendment in response to any effort
to accumulate the Company's stock or to obtain control of the Company by means
of a merger, tender offer or solicitation in opposition to management. In
addition, the Charter Amendment is not part of any plan by management to
recommend a series of similar amendments to the Board and the Stockholders.
Finally, the Board does not currently contemplate recommending the adoption of
any other amendments to the Restated Charter which could be construed to affect
the ability of third parties to take over or change control of the Company.
If this proposal is approved by the Stockholders at the Meeting, upon the
filing of the Charter Amendment with the Secretary of State of the State of
Delaware, the Company will have approximately 78.6 million authorized but
unissued and unreserved shares of Common Stock.
DESCRIPTION OF THE COMMON STOCK
The holders of Common Stock of the Company are entitled to one vote for each
share held of record on all matters to be voted on by the Stockholders. The
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board out of funds legally available therefor. The Company never
has paid cash dividends on its shares of Common Stock. In the event of
liquidation, dissolution or winding up of the Company, the holders of the shares
of Common Stock are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision has
been made for each class of stock,. if any, having preference over the Common
Stock, Holders of shares of Common Stock have no conversion, preemptive or other
subscription rights, and there are no redemption provisions applicable to the
Common Stock.
THE BOARD BELIEVES THAT THE CHARTER AMENDMENT IS IN THE BEST INTERESTS OF
THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE FOR THIS PROPOSAL.
By Order of the Board of Directors
Kevin Comerford, SECRETARY
Boston, Massachusetts
February [ ], 2001
6
Preliminary Copy
Filed on January 29, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BREAKAWAY SOLUTIONS, INC.
2 SEAPORT LANE
BOSTON, MASSACHUSETTS 02210
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, MARCH 14, 2001
The undersigned stockholder of BREAKAWAY SOLUTIONS, INC., a Delaware
corporation (the "Company"), revoking all prior proxies, hereby appoints
Gordon Brooks and Kevin Comerford, and each or either of them his/her/its
attorneys and agents with full power of substitution to vote as Proxy for the
undersigned stockholder as herein stated at the Special Meeting of
stockholders of the Company to be held at the offices of Hale and Dorr LLP,
60 State Street, Boston, Massachusetts 02109, on Wednesday, March 14, 2001
at 10:00 a.m., local time, and at any adjournment or adjournments thereof,
with all the power which the undersigned would possess if personally present
at said meeting, on the proposals set forth below and in accordance with
their discretion on any other matters that may properly come before the
Special Meeting.
**IMPORTANT**
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND MAIL THIS PROXY
IMMEDIATELY IN THE ENCLOSED ENEVELOPE
SEE REVERSE SIDE
-------------------------------------------------------------------------------
|X| Please mark your votes as in this example.
-------------------------------------------------------------------------------
1. To approve an amendment (the "Amendment") to the Company's Third
Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock, par value
$0.000125 per share, from 80,000,000 to 160,000,000 shares.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
|_| FOR |_| AGAINST |_| ABSTAIN
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2. To transact any other business as may properly come before the special
meeting or any adjournment of postponement of the special meeting,
including potential adjournments or postponements of the Special
Meeting to solicit additional proxies to approve and adopt the
Amendment.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
|_| FOR |_| AGAINST |_| ABSTAIN
-------------------------------------------------------------------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSAL 1 AND 2 SET FORTH ABOVE.
-------------------------------------------------------------------------------
Mark here for address change and note below. |_|
Dated: , 2001
--------------- ----------------------------
Signature(s)
Address:
------------------------ ----------------------------
Signature(s)
-----------------------
-----------------------
-------------------------------------------------------------------------------
Please sign your name exactly as it appears on this proxy. When signing as
attorney, executor, administrator, trustee or guardian, etc., please give your
full title as it appears herein. When signing as joint tenants, all parties in
the joint tenancy must sign. When a proxy is given by a corporation, it should
be signed by an authorized officer.