DEF 14A: Definitive proxy statements
Published on October 4, 2007
SCHEDULE
14A
(RULE
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
Filed
by
the Registrant x
Filed
by
a Party other than the Registrant ¨
Check
the
appropriate box:
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¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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CRYOPORT,
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):
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary materials.
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¨
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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.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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CRYOPORT,
INC.
20382
Barents Sea Circle
Lake
Forest, CA 92630
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NOTICE
OF SPECIAL SHAREHOLDERS MEETING
October
16, 2007
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Dear
Fellow Shareholder,
A
Special
Meeting of the Shareholder’s of CRYOPORT, INC. (hereinafter the “COMPANY”), a
Nevada Corporation, will be held at the Gold Coast Hotel and Casino, 4000 W.
Flamingo Road, Las Vegas, Nevada 89103, California Ball Room, Salon L, on
October 16, 2007 at 10 a.m. local time, pursuant to a resolution of the Board
of
Directors in compliance with the corporate bylaws. At this Special Meeting
of
Shareholders, you will be asked to vote upon several proposals that include
the
following proposed changes: change in the number of authorized number of
directors, change in the Company’s capitalization, change in the Company’s
stated purpose, and other changes as set forth below, and in the attached copy
of Amended and Restated Articles of Incorporation of CryoPort, Inc. (See Exhibit
A attached hereto). These changes are significant and require careful reading
of
all of the material enclosed.
Accompanying
this letter is the formal Notice of the Special Shareholders Meeting, a Proxy
Statement and Exhibits. The Proxy Statement and the Exhibits contain important
information concerning the proposals up for vote at this Special Shareholders
meeting. The Company’s Board and Management urge you to take the time to study
it carefully.
Your
vote
is very important, regardless of how many shares you own, and we hope you can
attend the Special Meeting in person. Whether or not you plan to attend the
Special Meeting, however, please complete, sign and date and return the Proxy
in
the postage paid enclosed envelope. If you attend the Special Meeting, you
may
vote in person if you wish, even though you have previously returned your proxy.
However, if you plan to attend the meeting and your shares are held in the
name
of a broker or other nominee; please bring with you a proxy or letter from
the
broker or nominee to confirm your ownership of the shares.
Sincerely,
Peter
Berry
Chief
Executive Officer and Director
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CRYOPORT,
INC.
Proxy
Statement
Table
of Contents
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| General Information about the Special Shareholders Meeting and Proxy Statement | 2 | |||
| Proposals | 4 | |||
| Proxy | 10 | |||
| Exhibits: | ||||
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Exhibit
A - Restated and Amended Articles of Incorporation
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Exhibit
B - Minutes of Special Board of Directors Meeting, Sept. 14,
2007
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Exhibit
C - Audited Balance Sheet
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CRYOPORT
INC.
NOTICE
OF SPECIAL SHAREHOLDER MEETING
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According
to Article 2. Section 2.4 of the Corporations Bylaws, notice is hereby given
that a Special Meeting of Shareholders of CryoPort, Inc., will be held on
October 16, 2007, The Gold Coast Hotel and Casino, 4000 W. Flamingo Road, Las
Vegas Nevada 89103 at the hour of 10 a.m. local time, in the California Ball
Room, Salon L, pursuant to a resolution of the Corporation’s Board of Directors.
This Special Meeting is being held for the following purposes as outlined in
the
attached Proxy Statement and Exhibits attached thereto and made a permanent
part
therein:
PROXY
STATEMENT
EXHIBIT
A: Restated and Amended Articles of Incorporation
EXHIBIT
B: Copy of Special Board of Directors Meeting held September 14,
2007
PROXY
MATTERS
OF INTEREST
As
a
matter of interest to all shareholders, the Corporation has been listed on
the
OTCBB as of September 11, 2007, and has moved its corporate offices and
manufacturing facility to 20382 Barents Sea Circle, Lake Forest, California
92630. The Corporation’s new general telephone number is (949) 470-2300, and
general fax number is (949) 470-2306.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THESE PROPOSALS AND OTHER MATTERS
OF
WHICH MANAGEMENT IS NOT AWARE AND WHICH PROPERLY MAY COME BEFORE THE MEETING
TO
BE VOTED ON IN ACCORDANCE WITH THE BEST JUDGEMENT OF THE PROXYHOLDER. ALL
SHARES
REPRESENTED BY DULY EXECUTED PROXIES WILL BE VOTED AT THE MEETING.
2
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CRYOPORT,
INC.
ADMINISTRATIVE
ADDRESS
20382
Barents Sea Circle
Lake
Forest, CALIFORNIA 92630
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PROXY
STATEMENT
This
Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of CRYOPORT, INC., a Nevada corporation
(the
“Corporation”), for use at a Special Meeting of Shareholders to be held on
October 16, 2007 at The Gold Coast Hotel and Casino, W. Flamingo Road, Las
Vegas, Nevada 89103, California Ball Room, Salon L, at 10 a.m. (local time)
and
adjournments thereof. The Board of Directors has fixed the date for close
of
notice of and to vote at the Special Shareholders Meeting, the Record Date
being
September 19, 2007. As of the Record Date, the Company had
39,825,686_
shares
of Common Stock issued and outstanding and entitled to vote at the meeting.
A
majority of Common Stock interest must be present in person or by proxy,
at the
Special Shareholder Meeting to constitute a quorum. Each share of Common
Stock
will carry one vote on the proposals described below, as well as other matters
that may properly come before the Special Shareholders Meeting. The affirmative
vote of a majority of the votes cast by holders of Common Stock at the Special
Shareholder Meeting is necessary to approve each of the proposals included
herein. All valid proxies received in time for the Special Shareholder Meeting
will be voted thereon. Any Shareholder who executes and submits their proxy
has
voted, unless by written notice of revocation to Gary Cannon, corporate
secretary at the Corporation’s address stated above; by delivery of a newly
executed proxy bearing a later date; or by orally withdrawing the proxy in
person at the Special Shareholder Meeting. Additionally, ARTICLE 2, Section
2.9,
of the Corporations Bylaws does not allow for any proxy to be valid after
eleven
(11) months from the date of its execution, unless otherwise provided in
the
proxy. Attendance at the Special Shareholder Meeting will not in itself revoke
a
proxy. It is anticipated that this Proxy Statement will be mailed on or about
September 26,, 2007. The Company’s telephone number is (949)
470-2300.
GENERAL
DEVELOPMENT OF THE BUSINESS
The
Company was originally incorporated under the name G.T.5-Limited on May 25,
1990
as a Nevada corporation. The Company’s original focus was to engage in the
business of designing and building exotic body styles for automobiles compatible
with the vehicle’s existing chassis. The Company provided a series of hand
molded body style products that were based on the chassis designs of the
Ford
Mustang, Pantera, Ford Cobra and Ferrari Daytona Spider. The Company’s goal was
to provide customers with a cost effective solution to developing a great
look
to their own vehicles without the high costs associated with buying very
expensive new vehicles. Acceptance of the Company’s concept never materialized,
and revenues during the past few years declined. In 2004, the Company did
not
have any revenues. As a result, the foregoing operations were discontinued.
In January 2005, the Company’s board of directors determined that it would be in
its best interests, and that of its shareholders, to find a suitable acquisition
candidate.
3
In
March
2005, the Company entered into a Share Exchange Agreement with CryoPort Systems,
Inc., a California corporation, and its stockholders, pursuant to which the
Company acquired all of the issued and outstanding shares of CryoPort Systems,
Inc. in exchange for 24,108,105 shares of the Company’s common stock (which
represents approximately 81% of its total issued and outstanding shares of
common stock following the close of the transaction). In connection with
this
transaction, the Company changed its name to CryoPort, Inc., effective March
16,
2005. In addition, the Company’s then directors and officers resigned, and the
directors and officers of CryoPort Systems were elected to fill the vacancies
created by such resignations.
CryoPort
Systems, Inc. was originally formed in California in 1999 as a limited liability
company and was reorganized into a California corporation in December 2000.
CryoPort Systems, Inc. was founded in 1999 principally to capitalize on
servicing the transportation needs of the growing global “biotechnology
revolution”.
The
purpose of this meeting is to restructure the Board to meet the needs of
the
Company now and in the future and to restructure the capitalization of the
Company to secure the funding necessary to attract management and executive
management to ramp up the Company into manufacturing, distribution and recycling
of its CryoPort Express® one way shipper in the cold chain market. The Board of
Directors of the Company at a Special Board of Directors Meeting held on
September 14, 2007 by Resolutions duly passed, made these proposed changes
and
now they are being presented to the Shareholders for their approval and
ratification.
DESCRIPTION
OF SECURITIES
As
of
September 14, 2007 at the time of the Special Board of Directors Meeting
when
the Board approved the proposed changes a total 39,677,561 common
shares were issued and outstanding held by approximately 1,600 shareholders.
One of the proposals before the Shareholders for approval and approved by
the
Board of Directors at that meeting, is to increase the number of authorized
shares from the current 100,000,000 to 125,000,000.
Additionally,
at a Special Board of Directors Meeting held September 14, 2007, approval
was
given to increase the number of authorized Board seats from five (5) to nine
(9)
to allow for full compliance with SEC and Sarbanes-Oxley compliance. It is
not
anticipated that theses seats will be filled immediately, but it is anticipated
that as the Company expands its manufacturing, marketing and recycling of
its
CryoPort Express® one way shipper, and with potential acquit ions, that the need
to fill more independent Board seats will occur.
4
PROPOSALS
Proposal
Number One
Item
One.
Pursuant to a Board of Directors Resolution executed on September 14, 2007,
and
in compliance with the Statutes of the State of Nevada NRS 78.403 to amend
the
Articles of Incorporation of the Company and restate it in a single document
(enclosed in its entirety for your review) the following items are those
that we
are seeking to change:
(A) Amend
Article II. of the Articles of Incorporation to read:
“The
name of the registered Resident Agent in the State of Nevada shall be: CSC
Services of Nevada, Inc., and the registered or statutory address of this
Corporation in the State of Nevada shall be CSC Services of Nevada, Inc.,
502
East John Street, Carson City, Nevada 89706. The Corporation may maintain
an
office in such other place within or without the State of Nevada as may be
designated by the Board of Directors, or by the By-Laws of said Corporation.
(B)
Amend Article III. of the Articles of Incorporation to read:
“The
purpose of this Corporation is to engage in any lawful act or activity
associated with for which a corporation may be organized under Nevada law
other
than the banking business, trust company business or the practice of any
profession otherwise regulated under Nevada law. This Corporation may conduct
all Corporation business of every kind and nature, including the holding
of all
meetings of Directors and Shareholders, outside the State of Nevada as well
as
within the State of Nevada.
(C) Amend
Article IV. of the Article of Incorporation to read:
“
The
powers of the Corporation shall include, but not be limited to the
following:
(a)
The
power to exercise such rights, privileges and powers as may be conferred
upon
Corporations by any existing law when not inconsistent with the purposes
and
objects for which this Corporation is organized;
(b)
The
power to have succession by its corporate name for the period limited in
its
Articles of Incorporation, and when no period is limited, then perpetually
or
until dissolved and its affairs wound up according to Nevada law;
(c) The
power
to undertake legal actions including the power to litigate, submit to mediation
or arbitration under the jurisdiction of any court of law or
equity;
(d)
The
power to make contracts;
(e) The
power
to hold, purchase and convey real and personal property and to mortgage or
lease
any such real or personal property. Such power to hold real and personal
property shall include the power to take the same by devise or bequest in
the
State of Nevada or in any other state, territory or country;
(f)
The
power to appoint such officers and agents, as the affairs of the Corporation
shall require, and to allow them suitable compensation;
(g)
The
power to make By-Laws not inconsistent with the constitution or laws of the
United States of America, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of meetings
of its Stockholders;
(h)
The
power
to wind up and dissolve itself or to be wound up and dissolved;
(i)
The
power
to adopt and use a common seal or stamp, and alter the same
at
its pleasure. The use of a seal or stamp on any corporate documents is
not
necessary. The Corporation may use a seal or stamp, if it desires, but
such use
or nonuse shall not in any way affect the legality of the document;
5
(j) The
power
to borrow funds and contract debts when necessary for the transaction of
its
business, or for the exercise of its corporate rights, privileges, franchises
or
for any other lawful purpose of its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures, and other obligations and evidence
of
indebtedness, payable at a specified time or times, or payable upon the
happening of a specified event or events, whether secured by mortgage,
pledge or
otherwise, or unsecured, for money borrowed or in payment for property
purchased, or acquired, or for any other lawful object;
(k) The
power
of guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge
or
otherwise dispose of the shares of the capital stock of, or any bonds,
securities or evidences of indebtedness created by any other corporation
or
corporations of the State of Nevada, or any other state or government,
and,
while owners of such stock, bonds, securities or evidences of indebtedness,
to
exercise all the rights, powers and privileges of ownership, including
the right
to vote, if any;
(l)
The
power to purchase, hold, sell and transfer shares of its own capital stock,
and
use therefore its capital, capital surplus, surplus or other property of
fund(s);
(m)
The
power to conduct business, have one or more offices, and hold, purchase,
mortgage and convey real and personal property in the State of Nevada,
and in
any of the several states, territories, possessions and dependencies of
the
United States of America, the District of Columbia, and any foreign countries;
(n)
The
power to do all and everything necessary and proper for the accomplishment
of
the objects enumerated in its Articles of Incorporation, or any Amendments
thereof, or necessary or incidental to the protection and benefit of the
Corporation, and in general, to carry on any lawful business necessary
or
incidental to the attainment of the objects and purposes of the Corporation,
whether or not such business is similar in nature to the objects set forth
in
the Articles of Incorporation of the Corporation or any Amendments thereof;
(o)
The
power to make donations for the public welfare or for charitable, scientific
or
educational purposes;
(p)
The
power to enter into Partnerships, (general or limited) or Joint Ventures,
in
connection with lawful activities.”
(D)
Amend
Article V. of the Articles of Incorporation to read:
“Authorized
Number of Shares.”
“The
total number of voting common stock authorized that may be issued by the
Corporation is One and Twenty-Five Million (125,000,000) Shares of common
stock
with par value of $.001, and no other class of stock shall be authorized.
Said
shares may be issued by the Corporation from time to time for such
considerations as may be fixed by the Board of Directors.”
(E)
Amend Article VI. of the Articles of Incorporation to read:
“The
governing Board of this Corporation shall be known as Directors, and the
number
of Directors may from time-to-time be increased or decreased in such manner
as
shall be provided by the By-Laws
of the Corporation, providing that the number of Directors shall not be reduced
to fewer than one (1) or more than nine (9).
6
The
names and addresses of the Board of Directors shall be five (5) in number
as
follows:
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NAME
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MAILING
ADDRESS
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Peter
Berry
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20382
Barents
Sea Circle
Lake
Forest, CA 92630
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Gary
Curtis Cannon
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11479 Tree
Hollow Lane
San
Diego, CA 92128
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Adam
Michelin
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11726 San
Vicente Blvd., Suite 300
Los
Angeles, CA 90049
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Thomas
Fischer
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22196 Eagles
Nest Court
Murrieta, CA 92562
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Stephen
Scott
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9355 Vervain Street
San
Diego, CA 92129
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In
furtherance and not in limitation of the powers conferred by statute, the
Board
of Directors of this Corporation is expressly authorized:
(a)
To
make,
alter, or amend the By-Laws of the Corporation;
(b) To
fix
the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation;
(c) To
designate one (1) or more Committees, each committee to consist of one or
more
of the Directors of the Corporation, which, to the extent provided in a
Resolution passed by a majority of the whole Board, or in the By-Laws of
the
Corporation, shall have and may exercise the powers of the Board of Directors
in
the management of the business and affairs of the Corporation. Such committee,
or committees, shall have such name or names as may be stated in the By-Laws
of
the Corporation or as may be determined from time-to-time by Resolution adopted
by the Board of Directors;
(d)
The
Board of Directors shall have the power and authority at any meeting to sell,
lease or exchange all of the property and assets of the Corporation, including
its goodwill and corporate franchises, if any, upon such terms and conditions
as
the Board of Directors deems expedient and to be in the best interests of
the
Corporation.
(F)
Amend Article VII. of the Articles of Incorporation to read:“No
director or officer of the Corporation shall be personally liable to the
Corporation or any of its stockholders for damages for breach of fiduciary
duty
as a director or officer involving any
act
or omission of any such director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the liability of a director
or
officer (i) for acts or omissions which involve intentional misconduct, fraud
or
a knowing violation of law; or (ii) the payment of dividends in violation
of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification
of
this provision by the Stockholders of the Corporation shall be prospective
only,
and shall not adversely affect any limitation on the personal liability of
a
director or officer of the Corporation for acts or omissions prior to such
repeal or modification.”
7
(G)
Amend
Article VIII. of the Articles of Incorporation to read:“The
capital stock, after the amount of the subscription price, or par value,
has
been paid in, shall not be subject to assessment to pay the debts of the
Corporation.”
(H)
Amend
Article IX. of the Articles of Incorporation to read:
“This
Corporation reserves the right to amend, alter, change or repeal any provisions
contained in the Articles of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon Stockholders herein
are
granted subject to this reservation.”
(I)
Amended
Article X. of the Articles of Incorporation to read:
“The
name and postal address of the Incorporators signing the Amended and Restated
Articles of Incorporation are as follows:
|
NAME
|
MAILING
ADDRESS
|
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| Peter Berry |
20382 Barents
Sea Circle
Lake
Forest, CA 92630
|
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Gary
Curtis Cannon
|
11479 Tree
Hollow Lane
San
Diego, CA 92128
|
(J)
Added Article XI. of the Articles of Incorporation to read:
The
vote
by which the stockholders holding shares in the corporation entitling them
to
exercise at least a majority of voting power, or such greater proportion
of the
voting power as may be required in the case of a vote by classes or series,
or
as may be required by the provisions of the Articles of Incorporation have
voted
in favor of the Amended and Restated Articles of Incorporation is: ______.
SEE
COPY
OF RESTATED ARTICLES OF INCORPORATION IS IN ITS ENTIRETY ATTACHED AS EXHIBIT
A
TO THIS PROXY STATEMENT AND MADE A PERMANENT PART HEREIN.
TO
TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND
ANY
CONTINUATION OR ADJOURNMENT THEREOF.
THE
COMPANY WILL BEAR THE COSTS OF SOLICITATION OF PROXIES FROM ITS SHAREHOLDERS.
IN
ADDITION TO THE USE OF MAILS, PROXIES MAY BE SOLICITED BY OFFICERS AND DIRECTORS
OF THE COMPANY.
8
OFFICERS
AND DIRECTORS WILL NOT BE ADDITIONALLY COMPENSATED, BUT MAY BE REIMBURSED
FOR
OUT-OF-POCKET EXPENSES IN CONNECTION WITH SUCH EFFORTS. ARRANGEMENTS WILL
ALSO
BE MADE WITH BROKERAGE HOUSES AND OTHER CUSTODIANS, NOMINEES, AND FIDUCIARIES
FOR THE FORWARDING OF SOLICITATION MATERIALS TO THE BENEFICIAL OWNERS OF
STOCK
HELD OF RECORD BY SUCH PERSONS, AND THE COMPANY WILL REIMBURSE SUCH PERSONS
FOR
REASONABLE EXPENSES IN FORWARDING SUCH PROXY MATERIAL.
MANAGEMENT
DOES NOT INTEND TO PRESENT ANY OTHER MATTERS AT THE SPECIAL MEETING FOR ACTION
ON THE PART OF SHAREHOLDERS. IF OTHER MATTERS ARE PROPERLY BROUGHT BEFORE
THE
SPECIAL MEETING, THE PERSONS NAMED AS PROXIES WILL VOTE THEM IN ACCORDANCE
WITH
THEIR BEST JUDGMENT. THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
DO NOT
BENEFICIALLY OWN ANY SHARES OF THE COMPANY, BUT RECOMMEND THAT IT IS IN THE
BEST
INTEREST OF THE COMPANY AND SHAREHOLDERS FOR SHAREHOLDERS TO VOTE THEIR SHARES
IN FAVOR OF ALL PROPOSALS SET FORTH IN THIS PROXY STATEMENT.
September
17, 2007
By
the
order of the Board of Directors
By:
/s/ Peter
Berry
Peter
Berry
Chairman
of the Board
9
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PROXY
CRYOPORT,
INC.
|
FOR
THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD TUESDAY OCTOBER 16, 2007.
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE
UNDERSIGNED HEREBY APPOINT GARY CANNON AS PROXY FOR THE UNDERSIGNED, WITH
FULL
POWER OF SUBSTITUTION TO REPRESENT AND VOTE, AS DESIGNATED BELOW, ALL SHARES
OF
COMMON STOCK OF CRYOPORT, INC. WHICH THE UNDERSIGNED IS ENTITLED TO VOTE
AT THE
SPECIAL MEETING OF SHAREHOLDERS ON THE DATE SET FORTH ABOVE, AND ANY
ADJOURNMENTS THEREOF, AS FOLLOWS:
SHAREHOLDER
RATIFICATION OF THE FOLLOWING RESOLUTIONS:
Proposal
Number One
Vote
to
ratify and approve Board of Directors Resolution executed September 14, 2007,
to
amend and restate the Company’s Articles of Incorporation as it is presented in
Exhibit A to the Proxy Statement and in compliance with the Statutes of the
State of Nevada NRS 78.403.
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_____For
|
_____Against
|
_____Abstain
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE “FOR” THE
PROPOSALS SET FORTH IN THE NOTICE OF SPECIAL SHAREHOLDERS MEETING. YOU MAY
REVOKE THIS PROXY AT ANY TIME PRIOR TO THE VOTE HEREOF.
10
THE
UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF SPECIAL MEETING OF SHAREHOLDERS,
AND
HEREBY EXPRESSLY REVOKES ANY AND ALL PROXIES HERETOFORE GIVEN OR EXECUTED
WITH
RESPECT TO THE SHARES REPRESENTED BY THIS PROXY.
THIS
PROXY IS LIMITED TO _________________________SHARES.
PLEASE
SIGN, DATE, AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
BY:________________________________________
DATE:_______________
Signature
_________________________________________
Print
Name
BY:_________________________________________DATE:_______________
(Signature
if held jointly)
_________________________________________
Print
name
PLEASE
SIGN EXACTLY AS NAME(S) APPEAR HEREON. WHEN SHARES ARE HELD BY JOINT OWNERS,
BOTH SHOULD SIGN. WHEN SIGNING IN A REPRESENTATIVE CAPACITY, PLEASE GIVE
FULL
TITLE AND ATTACH PROOF OF AUTHORITY, UNLESS ALREADY ON FILE WITH THE
CORPORATION. IF A CORPORATION OR PARTNERSHIP NAME OF PRESIDENT, OR PARTNER
OR
OTHER AUTHORIZED NAME.
11