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SCHEDULE 14A
(RULE 14a)
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 Section 240.14a-11(c) or Section 240.14a-12
METATEC INTERNATIONAL, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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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[Metatec Logo]
METATEC INTERNATIONAL, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 2001
To the Shareholders of
METATEC INTERNATIONAL, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of
Metatec International, Inc., an Ohio corporation (the "Company"), will be held
at the Company's principal executive offices located at 7001 Metatec Boulevard,
Dublin, Ohio 43017, on Tuesday, May 15, 2001, at 1:00 p.m., local time, for the
following purposes:
1. To elect three Class II directors; and
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The close of business on March 20, 2001, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the meeting and any adjournment thereof.
In order that your shares may be represented at this meeting and to
assure a quorum, please sign and return the enclosed proxy promptly. A return
addressed envelope, which requires no postage, is enclosed. If you are able to
attend the meeting and wish to vote in person, at your request we will cancel
your proxy.
By Order of the Board of Directors
Julia A. Pollner, Secretary
Dated: April 13, 2001
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METATEC INTERNATIONAL, INC.
PROXY STATEMENT
GENERAL
This Proxy Statement is being furnished to the holders of common
shares, without par value, of the Company ("Metatec Shares") in connection with
the solicitation of proxies by the Board of Directors of the Company to be used
at the Company's Annual Meeting of Shareholders. The Annual Meeting will be held
at the Company's principal executive offices located at 7001 Metatec Boulevard,
Dublin, Ohio 43017, on Tuesday, May 15, 2001, at 1:00 p.m., local time, for the
purposes set forth on the accompanying Notice of Annual Meeting.
The approximate date on which this Proxy Statement and the form of
proxy will be first sent to shareholders is April 13, 2001.
PROXIES AND VOTING
The close of business on March 20, 2001, has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. On the record date, 6,136,113
Metatec Shares were outstanding and entitled to vote. Each Metatec Share is
entitled to one vote.
All Metatec Shares represented by properly executed proxies will be
voted at the Annual Meeting in accordance with the choices indicated on the
proxy. If no choices are indicated on a proxy, the Metatec Shares represented by
that proxy will be voted in favor of the nominees for election as Class II
directors. Any proxy may be revoked at any time prior to its exercise by
delivering to the Company a subsequently dated proxy or by giving notice of
revocation to the Company in writing or in open meeting. A shareholder's
presence at the Annual Meeting will not by itself revoke the proxy. Abstentions
will not be counted in determining the votes cast for the election of directors
and will not have a positive or negative effect on the outcome of the election.
If your Metatec Shares are held in street name, you will need to instruct your
broker regarding how to vote your Metatec Shares. If you do not provide your
broker with voting instructions regarding the election of directors, your broker
will nevertheless have discretion to vote your Metatec Shares for the election
of directors. There are certain matters, however, over which your broker will
not have discretion to vote your Metatec Shares without your instructions--these
situations are referred to as "broker non-votes". If such a matter comes before
the Annual Meeting (which is not anticipated), your Metatec Shares will not be
voted on that matter. Abstentions, but not broker non-votes, will be considered
as Metatec Shares present and entitled to vote at the Annual Meeting and will be
counted for purposes of determining whether a quorum is present.
Shareholders do not have the right to cumulate their votes in electing
directors, and the nominees who receive the highest number of votes will be
elected.
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ELECTION OF DIRECTORS
The number of directors currently is fixed at nine. The Board of
Directors is divided into three classes, Class I, Class II, and Class III, with
three directors in each class. The directors in each class are elected to
three-year terms. The terms of office of one class of directors expire each year
at the annual meeting of shareholders and at such time as their successors are
duly elected and qualified. The term of office of the Class II directors expires
concurrently with the holding of the Annual Meeting, and the three incumbent
directors in Class II have been nominated for re-election. There is a vacancy in
each of the Class I and Class III directors.
At the Annual Meeting, it is the intention of the persons named in the
accompanying form of proxy, unless a contrary position is indicated on such
proxy, to vote the proxy for the election of the three nominees named in the
following table as Class II directors, each to hold office until the 2004 annual
meeting of shareholders and until a successor is elected and qualified. In the
event that any nominee named below as a Class II director is unable to serve
(which is not anticipated), the persons named in the proxy may vote for another
nominee of their choice.
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CLASS II DIRECTORS
(NOMINEES FOR ELECTION)
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METATEC SHARES OF
DIRECTOR THE COMPANY
NAME OF NOMINEE/DIRECTOR OF THE BENEFICIALLY
AND POSITION WITH THE PRINCIPAL OCCUPATION(S) DURING THE COMPANY OWNED AS OF MARCH PERCENT
COMPANY AGE PAST FIVE YEARS SINCE 8, 2001(1) OF CLASS
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
President of D&D Properties, Inc.
and President of MGB, Inc., two
companies engaged in the real
Jerry D. Miller, estate business, since May 1992.
Director 65 President and Treasurer of the 1976 19,500 *
Company from its incorporation in
1976 until May 1993. Chairman of
the Board of the Company from June
1978 until August 1989.
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
Principal of Stonehenge Financial
Holdings, Inc., a private equity
investment firm, since August 1999.
Vice Chairman of Banc One Capital
Corp., a subsidiary of Banc One
James V. Pickett, Director 59 Holding Corporation, from 1993 1995 145,123(2) 2.4%
through July 1999. Principal of
Pickett Realty Advisors, Inc., an
asset management firm for hotel
owners, since December 1991. Mr.
Pickett is also a director of
Wendys International, Inc.
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
Senior Vice President of Finance
and Chief Financial Officer of
R.G. Barry Corporation , a
manufacturer and marketer of home
Daniel D. Viren, Director 45 comfort footwear, since June 2000; 2000 5,000 *
was also Senior Vice President of
Administration of R.G. Barry
Corporation from 1992 to July 1998;
Senior Vice President and Chief
Financial Officer of the Company
from July 1998 to June 2000.
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
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Set forth below is information relating to directors whose terms will
continue after the Annual Meeting.
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CLASS III DIRECTORS
(TERMS EXPIRING IN 2002)
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METATEC SHARES OF
DIRECTOR THE COMPANY
OF THE BENEFICIALLY
NAME OF DIRECTOR AND PRINCIPAL OCCUPATION(S) DURING THE COMPANY OWNED AS OF MARCH PERCENT
POSITION WITH THE COMPANY AGE PAST FIVE YEARS SINCE 8, 2001(1) OF CLASS
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
President and Chief Operating
Officer of Bank One, N.A.,
Columbus, a national banking
David P. Lauer association, from June 1997 through
Director 58 his retirement in January 2000. 2001 -0- *
Mr. Lauer was the managing partner
of the Columbus Office of Deloitte
& Touche LLP from January 1989
through his retirement in June 1997.
Mr. Lauer is also a director of
Wendy's International, Inc. and
AirNet Systems, Inc.
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
Jeffrey M. Wilkins, Chairman of the Board and Chief
Chairman of the Board, Executive Office of the Company
President, and Chief 56 since 1989, and President since 1989 770,628(3) 11.6%
Executive Officer of the July 1998. Mr. Wilkins is also a
Company director of CheckFree Holdings, Inc.
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
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CLASS I DIRECTORS
(TERMS EXPIRING IN 2003)
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METATEC SHARES OF
DIRECTOR THE COMPANY
OF THE BENEFICIALLY
NAME OF DIRECTOR AND PRINCIPAL OCCUPATION(S) DURING THE COMPANY OWNED AS OF PERCENT
POSITION WITH THE COMPANY AGE PAST FIVE YEARS SINCE MARCH 8, 2001(1) OF CLASS
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
Chairman, Chief Executive Officer and
President of the Fishel Company, a
Joseph F. Keeler, Jr., national underground utility
Director 60 contractor, since 1978. Mr. Keeler 1997 267,534(4) 4.3%
has been with The Fishel Company
since 1967.
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
Chairman, Chief Executive Officer and
Peter J. Kight, President of Checkfree Corporation, a
Director 44 company that provides a nationwide 1994 80,834 1.3%
electronic bill paying system, since
January 1981.
---------------------------- ------- ------------------------------------- ------------ ------------------- ----------
----------
* Less than 1%
(1) Except as otherwise indicated in the notes to this table, the persons
named in the table and their spouses (if applicable) have sole voting
and investment power with respect to all Metatec Shares owned by them.
For each of the directors, this table includes the following number of
Metatec Shares which may be acquired
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upon the exercise of options that are currently exercisable or
exercisable within 60 days of March 8, 2001: Mr. Kight - 17,500 Metatec
Shares; Mr. Keeler - 20,000 Metatec Shares; Mr. Lauer - -0- Metatec
Shares; Mr. Miller - 17,500 Metatec Shares; Mr. Pickett - 17,500
Metatec Shares; Mr. Wilkins - 325,000 Metatec Shares; and Mr. Viren -
-0- Metatec Shares.
(2) Includes 24,000 Metatec Shares owned by a corporation controlled by Mr.
Pickett.
(3) Includes 4,000 Metatec Shares owned by a trust for the benefit of one
of Mr. Wilkins' grandchildren, of which Mr. Wilkins is the trustee.
Also includes 46,000 Metatec Shares owned by a limited partnership, of
which Mr. Wilkins is a general partner.
(4) Includes 48,334 Metatec Shares owned by a family limited partnership,
of which Mr. Keeler is a partner.
In addition to the Metatec Shares beneficially owned by Mr. Wilkins, as
set forth above, Christopher T. Haynor, Jeffrey F. Tarplin, Martin G. Stokman,
and Tammi Nance-Spayde, the other named executive officers in the Summary
Compensation Table set forth below, beneficially owned 11,141, 25,000, 12,000,
and 7,500 Metatec Shares, respectively, as of March 8, 2001, which in each case
constituted less than one percent of the outstanding Metatec Shares as of such
date. Each such person and their spouses (if applicable) have sole voting and
investment power with respect to all Metatec Shares owned by them. The number of
Metatec Shares beneficially owned by Messrs. Haynor, Tarplin, Stokman and Ms.
Nance-Spayde include 7,975, 25,000, 12,000, and 7,500 Metatec Shares,
respectively, which may be acquired upon the exercise of options which are
currently exercisable or exercisable within 60 days of March 8, 2001. On January
2, 2001, Christopher A. Munro, the Company's Chief Operating Officer, received
40,000 Metatec Shares (the "Restricted Metatec Shares") pursuant to the terms of
a restricted share agreement entered into in connection with his employment by
the Company. All 40,000 of the Restricted Metatec Shares will be forfeited by
Mr. Munro to the Company if Mr. Munro's employment is terminated for any reason
prior to January 2, 2002 (or if he violates any provision of the restricted
share agreement prior to that date). A total of 20,000 of the Restricted Metatec
Shares will be forfeited by Mr. Munro to the Company if Mr. Munro's employment
is terminated for any reason prior to January 2, 2003 (or if he violates any
provision of the restricted share agreement prior to that date).
As of March 8, 2001, the number of Metatec Shares owned by all
directors and executive officers of the Company as a group (13 persons) was
1,435,260 (21.6%). The foregoing amount includes 504,975 Metatec Shares which
may be acquired upon the exercise of options which are currently exercisable or
exercisable within 60 days of March 8, 2001.
BOARD OF DIRECTORS COMMITTEES AND MEETINGS
The Board of Directors held five meetings during 2000. Each director
attended at least 75% of the meetings held by the Board of Directors and the
committees on which he served during 2000.
The Board of Directors has established an Executive Committee, a
Compensation Committee, and an Audit Committee. The members of the Executive
Committee are Jeffrey M. Wilkins, Joseph F. Keeler, Jr., and James V. Pickett.
The Executive Committee, which may
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exercise all of the authority of the Board of Directors between its meetings,
did not meet during 2000. The members of the Compensation Committee are Jerry D.
Miller, Joseph F. Keeler, Jr., and James V. Pickett. The Compensation Committee,
which is responsible for administering the Company's stock option plans and
which may exercise the authority of the Board of Directors with respect to the
compensation of employees of the Company, held one meeting and took action three
by written consent during 2000. The members of the Audit Committee are David P.
Lauer, Joseph F. Keeler, James V. Pickett and Daniel D. Viren. The Audit
Committee, which is responsible for recommending the appointment of the
independent auditors, reviewing with the independent auditors the annual audit
of the Company's accounts by the independent auditors, and all related matters,
along with other activities undertaken by such committee, held three meetings
during 2000. See also "Executive Compensation--Compensation Committee Report on
Executive Compensation" and "Report of Audit Committee" included elsewhere in
this Proxy Statement.
The Board of Directors has no standing nominating committee or
committee performing similar functions.
COMPENSATION OF DIRECTORS
Employee directors receive no additional compensation for service on
the Board of Directors or its committees. Directors of the Company who are not
also employees of the Company receive a fee of $1,500 per board meeting and a
quarterly retainer of $1,500. In addition, directors of the Company who are not
officers or employees of the Company do not receive any additional compensation
for committee meetings attended, with the exception of members of the Audit
Committee. Each member of the Audit Committee receives an annual fee of $2,000
for serving on that committee, and the Chairman of the Audit Committee receives
an annual fee of $4,000 for chairing that committee. The Company has a directors
deferred compensation plan pursuant to which directors may defer all or a
portion of their director fees.
Directors of the Company who are not officers or employees of the
Company or any of its subsidiaries currently receive stock options pursuant to
the Company's 1999 Directors Stock Option Plan. Under this plan, immediately
following each annual meeting of shareholders of the Company, each eligible
director is automatically granted an option to purchase 5,000 Metatec Shares.
These options are fully vested at the time of grant and must be exercised within
five years of the grant date. In addition, each new director is automatically
granted an option, on a one-time basis, to purchase 10,000 Metatec Shares. These
one-time options have five-year terms and vest in equal annual installments over
a four-year period. All options are granted at an exercise price equal to the
fair market value of the Metatec Shares on the last trading day prior to the
annual meeting relating to the date of grant.
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EXECUTIVE COMPENSATION
Set forth below is summary information regarding the annual and
long-term compensation of the Company's chief executive officer and its four
most highly compensated executive officers, other than the chief executive
officer, at the end of 2000.
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SUMMARY COMPENSATION TABLE
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LONG-TERM
ANNUAL COMPENSATION AWARDS
------------------- ------
OTHER METATEC SHARES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS (1) COMPENSATION(2) OPTIONS GRANTED(3) COMPENSATION (4)
------------------ ---- ------ --------- --------------- ------------------ ----------------
Jeffrey M. Wilkins 2000 $450,000 $ -- $6,750
Chairman of the Board 1999 $449,055 $ -- 100,000 $8,210
President, and Chief 1998 $288,462 $126,940 $4,814
Executive Officer
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Christopher T. Haynor 2000 $100,000 $ -- $140,810 11,900 $7,500
Vice President, Sales 1999 $ 87,611 $ 3,509 $ 61,961 7,500 $6,220
1998 $ 66,346 $ 19,501 $ 86,120 $3,583
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Jeffrey F. Tarplin (5) 2000 $150,231 $ -- $ 35,000 $ 981
Vice President and 1999 $ 82,403 $ 24,652 $ 50,000 40,000 $ --
General Manager, Internet
Products Group
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Martin G. Stockman (6) 2000 $131,344 $ 15,073 $3,447
Vice President, Europe 1999 $114,954 $ 6,332 $ 366
1998 $ 33,171 $ 18,698 24,000 $1,636
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Tammi Nance-Spayde (7) 2000 $119,295 $ -- 10,000 $4,474
Vice President-Business 1999 $ 98,876 $ 4,254 10,000 $3,846
Management and HR/OD 1998 $ 38,462 $ 18,116 10,000 $ 993
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(1) Mr. Wilkins' bonus was paid pursuant to his employment agreement with
the Company. For 1999 and 1998, bonuses to the other named executive
officers were earned pursuant to the Company's Open Book Management
Plan. Under this plan, executives and employees (called "associates" at
the Company) share a portion of the Company's pre-tax income each year.
The amount of pre-tax income shared by executives and employees depends
upon the Company's actual performance for the year relative to its
targeted pre-tax income for that year. Individual financial awards are
based upon the number of points earned under the plan by the executive
or employee during the year.
(2) For Mr. Tarplin, other annual compensation includes a $35,000 cost of
living bonus paid in 2000 and a $50,000 signing bonus paid in 1999.
Amounts listed under other annual compensation for Mr. Haynor include
commissions paid for the years 1998, 1999, and 2000.
(3) This column sets forth the number of Metatec Shares subject to options
granted during the indicated year pursuant to the Company's 1990 Stock
Option Plan.
(4) Represents amounts contributed by the Company as matching contributions
to its 401(K) retirement plan, excess group term life insurance and
pension plan for our European subsidiary.
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(5) Mr. Tarplin joined the Company in July 1999.
(6) Mr. Stokman joined the Company in September 1998.
(7) Ms. Nance-Spayde joined the Company in August 1998.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth all grants of stock options during 2000
to the executive officers named in the Summary Compensation Table:
POTENTIAL
INDIVIDUAL GRANTS REALIZABLE VALUE
---------------------------------------------------------------- AT ASSUMED ANNUAL
% OF TOTAL RATES OF STOCK
NUMBER OF OPTIONS EXERCISE APPRECIATION FOR
METATEC SHARES GRANTED TO PRICE OPTION TERM(3)
NAME AND UNDERLYING EMPLOYEES IN PER EXPIRATION ------------------------
PRINCIPAL POSITION OPTIONS GRANTED (1) FISCAL YEAR SHARE(2) DATE 5% 10%
------------------- ------------ -------- ---- -- ---
Jeffrey M. Wilkins
Chairman of the Board 0 00.0% $0.00 0/00/00 $ 0 $ 0
President, and Chief
Executive Officer
Christopher T. Haynor 11,900 4.4% $2.50 6/02/10 $18,710 $47,414
Vice President, Sales
Jeffrey F. Tarplin 0 00.0% $0.00 0/00/00 $ 0 $ 0
Vice President and
General Manager, Internet
Products Group
Martin G. Stokman 0 00.0% $0.00 0/00/00 $ 0 $ 0
Vice President, Europe
Tammi Nance-Spayde 10,000 3.7% $2.50 6/02/10 $15,722 $39,844
Vice President, Business
Management and HR/OD
----------
(1) Except as otherwise indicated in the notes to this table, all of the
options were granted under the Company's 1990 Stock Option Plan and are
subject to a four-year vesting schedule.
(2) The per share exercise price is equal to the fair market value of
Metatec Shares on the date of grant.
(3) The dollar amounts under the 5% and 10% columns are the result of
calculations required by the rules of the Securities and Exchange
Commission. Although permitted by these rules, the Company did not use
an alternate formula for a grant date valuation because the Company is
not aware of a formula that would determine with reasonable accuracy a
present value based on future unknown factors.
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OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR END OPTION VALUES
The following table sets forth stock options exercised during 2000 by
the executive officers named in the Summary Compensation Table and the value of
in-the-money stock options held by those individuals as of December 31, 2000:
NUMBER OF
METATEC SHARES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
METATEC SHARES 12/31/00 12/31/00
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED(1) UNEXERCISABLE UNEXERCISABLE(2)
---- ------------ ----------- ------------- ----------------
Jeffrey M. Wilkins 0 0 318,750/6,250 $0/$0
Chairman of the Board
President, and Chief
Executive Officer
Christopher T. Haynor 0 0 7,770/22,800 $0/$0
Vice President, Sales
Jeffrey F. Tarplin 0 0 25,000/15,000 $0/$0
Vice President and
General Manager, Internet
Products Group
Martin G. Stokman 0 0 12,000/12,000 $0/$0
Vice President, Europe
Tammi Nance-Spayde 0 0 7,500/22,500 $0/$0
Vice President, Business
Management and HR/OD
----------
(1) Aggregate market value of the Metatec Shares covered by the option less
the aggregate price paid by the executive officer.
(2) The value of in-the-money options was determined by subtracting the
exercise price from the closing price of Metatec Shares as of December
31, 2000.
EMPLOYMENT AGREEMENT WITH MR. WILKINS
The Company and Mr. Wilkins are parties to an Amended and Restated
Employment Agreement, as amended (the "Employment Agreement"), pursuant to which
Mr. Wilkins is serving as Chairman of the Board and Chief Executive Office of
the Company. The Employment Agreement continues until terminated by the parties.
The Employment Agreement may be terminated by the Company for "Cause" (defined
as dishonesty constituting a felony) or because of Mr. Wilkins' "Long-Term
Disability." The Employment Agreement may also be
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terminated by Mr. Wilkins for "Good Reason" (defined as any material reduction
in authority, title, or responsibility, any reduction in compensation or
benefits or any assignment of additional duties) or by either party upon at
least one year's notice. Mr. Wilkins' current annual base salary is $450,000.
Mr. Wilkins is also entitled to receive fringe benefits, as determined by the
Board of Directors, of the type which are typically provided to chief executive
officers of similarly situated companies, and an annual incentive bonus (payable
in quarterly installments, calculated on a cumulative basis) equal to a
specified percentage of the net pre-tax profit of the Company (calculated
without consideration of any such bonuses paid or payable to Mr. Wilkins). Mr.
Wilkins did not receive a bonus in 2000 under this incentive bonus calculation.
For calendar year 2001, Mr. Wilkins will be entitled to receive an amount equal
to three percent of the net pre-tax profit of the Company for that year, up to a
maximum of $7.5 million of net pre-tax profit, and two and one-half percent of
the net pre-tax profit, if any, in excess of $7.5 million. For calendar year
2002 and thereafter, Mr. Wilkins will be entitled to receive an amount equal to
two and one-half percent of the net pre-tax profit of the Company. Upon
termination of the Employment Agreement, unless the termination is by the
Company for Cause or unless the termination is a voluntary termination by Mr.
Wilkins without Good Reason, Mr. Wilkins is entitled to receive a single payment
equal to his full annual salary in effect at the time. Mr. Wilkins is entitled
to continue to receive the incentive bonuses for the three calendar years of the
Company ending after the date of his termination and is also entitled to receive
group life and group health insurance coverage for the one-year period following
the date of his termination.
The Company has the option to purchase all of Mr. Wilkins' Metatec
Shares at fair market value upon Mr. Wilkins' death or Long-Term Disability or
upon his voluntary termination other than Good Reason or upon the Company's
termination for Cause. For a period of three years after termination of his
employment, Mr. Wilkins is prohibited from competing against the Company unless
he is terminated by the Company without Cause or he voluntarily resigns for Good
Reason.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Company's Compensation Committee are Joseph F.
Keeler, Jr., Jerry D. Miller and James V. Pickett. Until May 1993, prior to his
appointment to the Compensation Committee, Mr. Miller served as President of the
Company. There are no interlocking relationships between any executive officers
of the Company and any entity whose directors or executive officers serve on the
Company's Board of Directors or the Compensation Committee.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors regularly reviews
executive compensation policies and levels and evaluates the performance of
management in the context of the Company's performance. The Compensation
Committee is composed entirely of independent outside directors. The
Compensation Committee believes that the Company's compensation policy must be
designed to attract, retain, reward, and motivate highly qualified individuals
to manage the Company to meet corporate growth and earnings objectives and to
maximize shareholder value. The Company's compensation policy has three primary
components, which are described below.
Base Salary. The primary component of executive compensation is an
annual base salary. In establishing the amount of an executive officer's annual
base salary (other than the chief executive officer), the Compensation Committee
reviews a recommendation made by the Company's chief executive officer and
considers other factors as well, including the position held by the executive
officer, his or her accomplishments during the year, his or her level of
responsibility and experience, and the relationship of the executive officer's
salary to the salaries of other managers and associates of the Company. After
considering these factors, the Compensation Committee subjectively determines
the amount of each executive officer's annual base salary.
The annual base salary of Mr. Wilkins, the Company's chairman,
president, and chief executive officer, is paid pursuant to his employment
agreement with the Company. The Board of Directors and its Compensation
Committee each has the authority to increase Mr. Wilkins' annual base salary. In
2000, Mr. Wilkins' base salary was $450,000, the same base salary he received in
1999.
Annual Incentive. A second component of executive compensation is the
sharing by executives and all employees (called "associates" at the Company) on
an annual basis of a predetermined portion of the Company's pre-tax income under
the Company's Open Book Management Plan. The amount of pre-tax income shared by
executives and associates depends upon the Company's actual performance for the
year relative to its targeted pre-tax income for that year. The Open Book
Management Plan--which uses a point system to determine individual financial
rewards--is designed to give associates a stake in the outcome of the Company's
business.
Mr. Wilkins does not participate in the Open Book Management Plan.
Instead, under his employment agreement with the Company, Mr. Wilkins receives
an annual incentive bonus in addition to his base salary. The amount of this
annual incentive bonus (which is payable in quarterly installments, calculated
on a cumulative basis) is equal to a specified percentage of the net pre-tax
profit of the Company (calculated without consideration of any such bonuses paid
or payable to Mr. Wilkins). Mr. Wilkins did not receive an incentive bonus in
either 1999 or 2000 under this incentive bonus calculation. For calendar year
2001, Mr. Wilkins will be entitled to receive an amount equal to three percent
of the net pre-tax profit of the Company, up to a maximum of $7.5 million of net
pre-tax profit, and two and one-half percent of the net pre-tax
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profit, if any, in excess of $7.5 million. For calendar year 2002 and
thereafter, Mr. Wilkins will be entitled to receive an amount equal to two and
one-half percent of the net pre-tax profit of the Company.
Long-Term Stock Incentives. Stock options form the third component of
executive compensation. The Company's 1990 Stock Option Plan is designed to
align a portion of the executive and key associates compensation package with
the long-term interests of shareholders. All options are granted by the
Compensation Committee, whose members are not eligible to participate in this
Plan. The Company's associates are granted options in amounts subjectively
determined by the Compensation Committee to be appropriate given the relative
positions and responsibilities of the associates.
The Compensation Committee did not grant any options to Mr. Wilkins in
2000.
Jerry D. Miller, Chairman
Joseph F. Keeler, Jr.
James V. Pickett
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors, and greater than 10% shareholders are required by the
Securities and Exchange Commission's regulations to furnish the Company with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such forms furnished to the Company, the Company believes that during
2000 all Section 16(a) filing requirements applicable to its officers and
directors were complied with by such persons except as follows: (i) Jeffrey M.
Wilkins, Chairman of the Board, President, and Chief Executive Officer of the
Company, failed to timely report the acquisition of 4,000 Metatec Shares by a
trust which is for the benefit of one of Mr. Wilkins' grandchildren, of which
Mr. Wilkins is the trustee, and the disposition in 1997 of 100 Metatec Shares
owned by a trust for the benefit of one of Mr. Wilkins' children, of which Mr.
Wilkins was the trustee, in connection with the termination of such trust; (ii)
A. Grant Bowen, a former director of the Company, failed to timely report the
acquisition of 5,000 Metatec Shares acquired on May 8, 2000.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth certain information with respect to the
only persons known by the Company to own beneficially 5% or more of Metatec
Shares:
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---------------------------------------- -------------------------------------- --------------------------------------
AMOUNT AND NATURE OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP (1) PERCENT OF OWNERSHIP
---------------------------------------- -------------------------------------- --------------------------------------
Jeffrey M. Wilkins
7001 Metatec Boulevard
Dublin, Ohio 43017 770,628 (2) 11.6%
---------------------------------------- -------------------------------------- --------------------------------------
Dimensional Fund Advisors, Inc.
1299 Ocean Avenue
Santa Monica, California 90401 509,800 8.3%
---------------------------------------- -------------------------------------- --------------------------------------
----------
(1) Beneficial ownership as of December 31, 2000, except in the case of Mr.
Wilkins, which is as of March 8, 2001.
(2) Includes the following: (i) 325,000 Metatec Shares which may be
acquired upon the exercise of options which are currently exercisable
or exercisable within 60 days of March 8, 2001; (ii) 4,000 Metatec
Shares owned by a trust which is for the benefit of one of Mr. Wilkins'
grandchildren, of which Mr. Wilkins is the trustee; and (iii) 46,000
Metatec Shares owned by a limited partnership, of which Mr. Wilkins is
a general partner.
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in the
cumulative total return (assuming reinvestment of dividends) on Metatec Shares
to the yearly percentage change in the cumulative total return of the NASDAQ
Computer and Data Processing Services Index and the NASDAQ Stock Market Index -
United States. This comparison is shown for the five previous fiscal years of
the Company. The graph and the amounts in the graph assume that $100 was
invested on December 31, 1995 in Metatec Shares or in the applicable stock index
and that all dividends were reinvested during the applicable fiscal year.
[PERFORMANCE GRAPH]
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Dec-95 Dec-96 Dec-97 Dec-98 Dec-99 Dec-00
------ ------ ------ ------ ------ ------
Metatec International $100 $ 61 $ 43 $ 68 $ 27 $ 9
NASDAQ - Computer & DP $100 $123 $152 $271 $594 $275
NASDAQ Stock Mrkt - US $100 $123 $151 $213 $395 $238
The foregoing graph is not--nor is it intended to be--any indication of
the future performance of Metatec Shares.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors assists the Board in
fulfilling its oversight responsibilities for the quality and integrity of the
accounting, auditing, and reporting practices of the Company. In fulfilling its
oversight responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report on Form 10-K for the Company's 2000 fiscal year
with management, including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements. The
current members of the Audit Committee are David P. Lauer, its Chairman, Joseph
F. Keeler, Jr., James V. Pickett, and Daniel D. Viren. A. Grant Bowen, who
retired from the Company's Board of Directors in February 2001, served as
Chairman of the Audit Committee throughout 2000. Mr. Lauer has served on the
Audit Committee since February 27, 2001.
The full responsibilities of the Audit Committee are set forth in its
charter, which is reviewed and amended periodically by the Board of Directors. A
copy of the Audit Committee Charter is attach to this Proxy Statement as
Appendix A. All members of the Audit Committee are independent directors as
defined by the rules and regulations of Nasdaq, with the exception of Daniel D.
Viren, who served as the Company's Senior Vice President and Chief Financial
Officer from July 1999 to June 2000. The Company's Audit Committee Charter
permits the Board of Directors to appoint one non-independent director to the
Audit Committee under exceptional and limited circumstances. In appointing Mr.
Viren to the Audit Committee, the Board of Directors considered his extensive
experience in dealing with financial statements and audit matters outside the
scope of his employment with the Company and believed that his membership on the
Audit Committee was in the best interests of the Company and its shareholders.
The Committee held three meetings during the 2000 fiscal year, and each member
of the Audit Committee attended at least 75% of the meetings.
In fulfilling its responsibilities, the Audit Committee recommended to
the Board of Directors (and the Board has approved) the selection of Deloitte &
Touche LLP as the Company's independent auditors for the 2001 fiscal year. Among
other things, the Audit Committee:
o Discussed and considered the independence of Deloitte & Touche
LLP, including reviewing as necessary all relationships and
services which might bear on the objectivity of the auditor;
o Received written affirmation that the auditor is in fact
independent;
o Discussed the overall audit process, including receiving and
reviewing the Company's financial statements and related
reports; and
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o Provided to the independent auditors full access to the Audit
Committee (and the Board of Directors to report on any and all
matters appropriate.
The Audit Committee also met with selected members of management and
the auditors to review financial statements (including quarterly reports)
discussing such matters as the quality of earnings; estimates, reserves and
accruals; suitability of accounting principles; highly judgmental areas; and
audit adjustments whether or not recorded. In addition, the Audit Committee
considered the quality and adequacy of the Company's internal controls and the
status of pending litigation, taxation matters and other areas of oversight to
the financial reporting and audit process that the committee felt appropriate.
Management has the primary responsibility for the financial statements
and the reporting process, including the systems of internal controls.
Management's responsibility for financial reporting and the report and opinion
of Deloitte & Touch LLP are filed separately in the Company's Annual Report on
Form 10-K for the 2000 fiscal year and should be read in conjunction with this
report and any review of the audited financial statements.
Based upon its work and the information received in the inquiries
outlined above, the Audit Committee is satisfied that its responsibilities under
the charter for the period ending December 31, 2000, were met and that the
financial reporting and audit processes of the Company are functioning
effectively. Furthermore, in reliance on the reviews and discussions referred to
above, the Audit Committee recommended to the Board of Directors (and the Board
has approved) that the audited financial statements be included in the Annual
Report on Form 10-K for the 2000 fiscal year for filing with the Securities and
Exchange Commission.
David P. Lauer, Chairman
Joseph F. Keeler, Jr.
James V. Pickett
Daniel D. Viren
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the independent public accountants for
the Company for its fiscal year ended December 31, 2000, and it has been
selected by the Board of Directors to be the Company's independent public
accountants for the fiscal year ending December 31, 2001. A representative of
Deloitte & Touche LLP is expected to be present at the Annual Meeting and to
have an opportunity to make a statement if desired and to respond to appropriate
questions.
Aggregate fees billed to the Company for the year ending December 31,
2000, by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu,
and their respective affiliates (collectively, "Deloitte") are as follows:
Audit Fees $112,405
Financial Information Systems
Design and Implementation Fees -0-
All Other Fees $ 83,750(1)(2)
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----------
(1) Includes fees for tax consulting and other non-audit services.
(2) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's
independence.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2002 annual
meeting of shareholders must be received by the Company for inclusion in the
proxy statement and form of proxy on or prior to 120 days in advance of the
first anniversary of the date of this Proxy Statement. If a shareholder intends
to present a proposal at the 2002 annual meeting of shareholders, but does not
seek to include such proposal in the Company's proxy statement and form of
proxy, such proposal must be received by the Company on or prior to 45 days in
advance of the first anniversary date of this Proxy Statement or the persons
named in the form of proxy for the 2002 annual meeting will be entitled to use
their discretionary voting authority should such proposal then be raised at such
meeting, without any discussion of the matter in the Company's proxy statement
or form of proxy.
OTHER MATTERS
Management does not know of any other matters which may come before the
Annual Meeting. However, if any other matters properly come before the Annual
Meeting, the persons named in the accompanying form of proxy intend to vote the
proxy in accordance with their judgment on such matters.
The Company will bear the cost of soliciting proxies. In addition to
the use of the mails, proxies may be solicited by officers, directors, and
regular employees, personally or by telephone or telegraph. The Company will
reimburse banks, brokers, and nominees for any out-of-pocket expenses incurred
by them in sending proxy materials to the beneficial owners of Metatec Shares
held by any banks, brokers or nominees. If follow-up requests for proxies are
necessary, the Company may employ other persons to make these requests.
JULIA A. POLLNER
Secretary
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APPENDIX A
METATEC INTERNATIONAL, INC.
Audit Committee Charter
I. PURPOSE
-------
The primary function of the Audit Committee (the "Committee") of the
Board of Directors (the "Board") of Metatec International, Inc. (the "Company")
is to assist the Board in fulfilling its oversight responsibilities by
reviewing:
1. The financial reports and other financial information provided by the
Company to any governmental bodies or the public;
2. The Company's systems of internal controls regarding finance,
accounting, and legal compliance that management and the Board have
established; and
3. The Company's auditing, accounting and financial reporting processes
generally.
Consistent with this function, the Committee should encourage
continuous improvement of, and should foster adherence to, the Company's
policies, procedures and practices at all levels. The Committee's primary duties
and responsibilities are to:
1. Serve as an independent and objective party to monitor the Company's
financial reporting process and internal control system.
2. Review and appraise the audit efforts of the Company's independent
accountants.
3. Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board.
While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. Those
functions are the responsibility of management and the independent accountants.
Nor is it the duty of the Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent accountants, or to
assure compliance with laws, regulations, or the Company's organizational
documents, policies or procedures.
-17-
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II. COMPOSITION
-----------
The Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be an independent director.
"Independent director" means a person other than an officer or employee of the
Company or its subsidiaries or any other individual having a relationship which,
in the opinion of the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. The following
persons shall not be considered independent:
1. A director who is employed by the Company or any of its affiliates for
the current year or any of the past three years;
2. A director who accepts any compensation from the Company or any of its
affiliates in excess of $60,000 during the previous fiscal year, other
than compensation for board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
3. A director who is a member of the immediate family of an individual who
is, or has been in any of the past three years, employed by the Company
or any of its affiliates as an executive officer. Immediate family
includes a person's spouse, parents, children, siblings, mother-in-law,
father-in-law, brother-in-law, sister-in-law, son-in-law,
daughter-in-law, and anyone who resides in such person's home;
4. A director who is a partner in, or a controlling shareholder or an
executive officer of, any for-profit business organization to which the
Company made, or from which the Company received, payments (other than
those arising solely from investments in the Company's securities) that
exceed 5% of the Company's or business organization's consolidated
gross revenues for that year, or $200,000, whichever is more, in any of
the past three years; or
5. A director who is employed as an executive of another entity where any
of the Company's executives serve on that entity's compensation
committee.
Notwithstanding the foregoing, one director who is not independent as
defined above, and is not a current employee of the Company or an immediate
family member of any such employee, may be appointed to the Committee if the
Board, under exceptional and limited circumstances, determines that membership
on the Committee by the individual is required by the best interests of the
Company and its shareholders.
All members of the Committee shall be financially literate, with a
working familiarity with basic finance and accounting practices and the ability
to read and understand fundamental financial statements. At least one member of
the Committee shall have past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable
experience or background which results in that member's financial
sophistication, including being or having been a chief executive officer, chief
financial officer, or other senior officer of a corporation with financial
oversight responsibilities.
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Unless a Chairman of the Audit Committee is designated by the Board,
the members of the Committee may designate a Chairman by majority vote of the
full Committee membership.
III. MEETINGS
--------
The Committee shall meet at least four times annually, prior to the
Company's quarterly earnings releases, either in person or by conference call,
or more frequently as circumstances dictate, as determined by the Board or the
Committee. As part of its job to foster open communication, the Committee shall
meet at least annually with management and the independent accountants in
separate executive sessions to discuss any matters that the Committee or either
of such groups believe should be discussed privately. In addition, the Committee
or at least its Chairman shall meet, in person or by conference call, with the
independent accountants and management quarterly to review the Company's
financial statements.
IV. RESPONSIBILITIES AND DUTIES
---------------------------
To fulfill its responsibilities, the Committee shall:
Review of Documents and Reports
-------------------------------
1. Review this Charter not less often than annually and suggest
modifications to it as conditions dictate, as determined by the
Committee.
2. Review with financial management and the independent accountants the
Company's audited financial statements to be included in its Annual
Report on Form 10-K, prior to its filing, or to be included in the
Company's Annual Report to Shareholders, prior to its mailing.
3. Review with financial management and the independent accountants the
Company's financial results for each quarter prior to the release of
earnings. The Chairman of the Committee or his designee from the
Committee may represent the entire Committee for purposes of this
review and such review by the Chairman shall qualify as a meeting of
the Committee for purposes of this Charter.
Independent Accountants
-----------------------
4. Recommend to the Board the selection of the independent accountants,
considering independence and effectiveness, and review and approve the
fees and other compensation to be paid to the independent accountants.
In addition, the Committee shall ensure that the independent
accountants submit, on a periodic basis, a formal written statement
delineating all relationships between the independent accountants and
the Company, actively engage in a dialogue with the independent
accountants with respect to any disclosed relationships or services
that may affect the independent accountants' objectivity and
independence, and, as necessary, recommend that the Board take
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appropriate action in response to the independent accountants' report
to satisfy itself of the independent accountants' independence.
5. Review the performance of the independent accountants and recommend or
approve any proposed discharge of the independent accountants when
circumstances warrant. The independent accountants' ultimate
accountability shall be to the Board and the Committee, as
representatives of shareholders. As such, the Board and the Committee
shall have ultimate authority and responsibility to select, evaluate,
and, when appropriate, replace the independent accountants.
6. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Company's financial statements.
Financial Reporting Processes
-----------------------------
7. In consultation with the independent accountants, review the integrity
of the Company's financial reporting processes, both internal and
external.
8. Consider the independent accountants' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.
9. Consider and approve, if appropriate, major changes to the Company's
auditing or accounting principles and practices as suggested by the
independent accountants or management.
Process Improvement
-------------------
10. Establish regular separate systems of reporting to the Audit Committee
by each of management and the independent accountants regarding any
significant judgments made in management's preparation of the financial
statements and the view of each as to appropriateness of such
judgments.
11. Following completion of the annual audit, review separately with each
of management and the independent accountants any significant
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information.
12. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.
13. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as
approved by the Committee, have been implemented.
-20-
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Compliance
----------
14. Review with management the Company's systems in place which are
intended to ensure that Company's financial statements, reports and
other financial information disseminated to governmental bodies and the
public satisfy legal requirements.
15. Review with the Company's legal counsel legal compliance matters,
including corporate securities trading policies.
16. Review with the Company's legal counsel any legal matter that the
Committee has been advised could have a significant impact on the
Company's financial statements.
17. Conduct such other discussions with the independent accountants as are
required by applicable law or by accounting standards applicable to the
Company or to the independent accountants' activities on behalf of the
Company, and comply with all requirements applicable to the Committee
under applicable law or the rules and regulations of Nasdaq.
18. Perform any other activities consistent with this Charter, the
Company's code of regulations and governing law, as the Committee or
the Board deems necessary or appropriate.
Adopted May 16, 2000
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PROXY
METATEC INTERNATIONAL, INC.
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Jeffrey M. Wilkins and Julia A. Pollner,
and each of them, with full power of substitution, proxies to vote and act with
respect to all Common Shares, without par value (the "Shares"), of Metatec
International, Inc., an Ohio corporation (the "Company"), which the undersigned
is entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday,
May 15, 2001, at the Company's principal executive offices located at 7001
Metatec Boulevard, Dublin, Ohio 43017, at 1:00 p.m., local time, and at any and
all adjournments thereof, with all the powers the undersigned would possess if
present in person, on the following proposals and any other matters that may
properly come before the Annual Meeting.
FOR WITHHOLD FOR ALL EXCEPT
1. AUTHORITY TO ELECT ALL NOMINEES [ ] [ ] [ ]
LISTED BELOW AS CLASS II DIRECTORS
(except as marked to the contrary below):
JERRY D. MILLER JAMES V. PICKETT DANIEL D. VIREN
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.
--------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. IN THEIR DISCRETION, THE PROXIES ARE [ ] [ ] [ ]
AUTHORIZED TO VOTE UPON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING OF ANY ADJOURNMENT THEREOF.
The Shares represented by this Proxy will be voted upon the proposals
listed above in accordance with the instructions given by the undersigned, but
if no instructions are given, this Proxy will be voted to elect all directors as
set forth in Item 1, above, and in the discretion of the proxies, on any other
matter which properly comes before the annual Meeting.
---------------------
Please be sure to sign and date Date
this Proxy in the box below.
-------------------------------------------------------------
----Shareholder sign above----Co-holder (if any) sign above--
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
METATEC INTERNATIONAL, INC.
--------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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