¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
ý
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to §240.14a-11(c) or
§240.14a-12
|
ý
|
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:
|
Sincerely,
|
|
R.
Eugene Goodson
|
|
President
and Chief Executive
Officer
|
Date:
|
May
24, 2007.
|
|
Time:
|
8:30
a.m., local time.
|
|
Place:
|
Our
principal executive offices at 3788 Fabian Way, Palo Alto,
California.
|
|
Items
of Business:
|
At
the annual meeting, you and our other stockholders will be asked
to:
|
|
1.
|
elect
directors to serve for the ensuing year;
|
|
2.
|
approve
the Company’s 2007 Long-Term Incentive Plan;
|
|
3.
|
ratify
the appointment of Burr, Pilger & Mayer LLP as the Company’s
independent registered public accounting firm for the fiscal
year ending
December 31, 2007; and
|
|
4.
|
transact
such other business as may properly come before the meeting or
any
adjournment.
|
|
Record
Date:
|
You
may vote at the annual meeting if you were a stockholder of record
at the
close of business on April 17, 2007.
|
|
Proxy
Voting:
|
Your
vote is important. You may vote on these matters in person or
by proxy. We ask that you complete and return the enclosed
proxy card promptly, whether or not you plan to attend the annual
meeting,
in the enclosed addressed, postage-paid envelope, or vote by
Internet or
telephone, so that your shares will be represented and voted
at the annual
meeting in accordance with your wishes. You can revoke your
proxy at any time prior to its exercise by written notice received
by us,
by delivering to us a duly executed proxy bearing a later date,
or by
attending the annual meeting and voting your shares in
person.
|
|
By
Order of the Board of Directors,
|
|
|
|
Sylvia
Kamenski
|
|
Secretary
|
Palo
Alto, California
|
|
April
30, 2007
|
|
|
Page
|
|
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1
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5
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7
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9
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12
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13
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19
|
|
19
|
|
20
|
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23
|
|
24
|
|
25
|
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26
|
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30
|
|
30
|
|
30
|
|
31
|
|
1.
|
The
election of directors to serve for the ensuing
year.
|
|
2.
|
The
approval of the Company’s 2007 Long-Term Incentive
Plan.
|
|
3.
|
The
ratification of the selection of Burr, Pilger & Mayer LLP as our
independent registered public accounting firm for the year ending
December
31, 2007.
|
·
|
send
written notice that you wish to revoke your proxy to Sylvia
Kamenski, our corporate Secretary, at our address set forth in the
Notice
of Annual Meeting appearing before this proxy
statement;
|
·
|
send
us another signed proxy with a later date;
or
|
·
|
attend
the annual meeting, notify Ms. Kamenski that you are present, and
then vote in person.
|
·
|
Election
of Directors. The six nominees receiving the highest
number of votes cast at the annual meeting will be elected, regardless
of
whether that number represents a majority of the votes
cast.
|
·
|
Other
Matters. The affirmative vote of a majority of the total
number of shares cast at the meeting is needed to approve other matters
to
be voted on at the meeting, including the approval of the Company’s
Long-Term Incentive Plan and the ratification of the independent
registered public accounting firm.
|
|
·
|
Each
person who we know to own beneficially more than 5% of our common
stock;
|
|
·
|
Each
of our current and former executive officers, for whom compensation
information is provided elsewhere in this proxy
statement;
|
|
·
|
Each
director and nominee for director;
and
|
|
·
|
all
executive officers and directors as a
group.
|
Name and Address
|
Common
Stock
Beneficially
Owned
|
Percent of
Outstanding
Shares(1)
|
||||||
Needham
Investment Management, LLC (2)
|
1,428,000
|
5.3 | % | |||||
445
Park Avenue
|
||||||||
New
York, New York 10022
|
||||||||
Needham &
Company, LLC
|
2,009,807
|
7.4 | % | |||||
445
Park Avenue
|
||||||||
New
York, New York 10022
|
||||||||
Needham
Capital Management (Bermuda) L.L.C. (3)
|
1,593,467
|
5.8 | % | |||||
445
Park Avenue
|
||||||||
New
York, New York 10022
|
||||||||
Needham
Capital Management, L.L.C. (4)
|
9,550,838
|
31.9 | % | |||||
445
Park Avenue
|
||||||||
New
York, New York 10022
|
||||||||
Dolphin
Direct Equity Partners, L.P. (5)
|
6,258,062
|
21.8 | % | |||||
129
East 17th Street
|
||||||||
New
York, New York 10003
|
||||||||
William
A. Berry (6)
|
74,662
|
*
|
||||||
George
Boyadjieff (7)
|
473,929
|
1.7 | % | |||||
Jami
K. Dover Nachtsheim (6)
|
72,692
|
*
|
||||||
Peter
E. Salas (6)
|
15,000
|
*
|
||||||
Andre
R. Horn (6)
|
65,000
|
*
|
||||||
Thomas
G. Hood (8)
|
880,263
|
3.2 | % | |||||
R.
Eugene Goodson
|
11,000
|
*
|
||||||
Sylvia
Kamenski (9)
|
75,661
|
*
|
||||||
Wolfgang
Heinze (10)
|
376,761
|
1.4 | % | |||||
Dennis
Capovilla
(11)
|
404,606
|
1.5 | % | |||||
Neil
Bergstrom (12)
|
234,448
|
*
|
||||||
All
current officers and directors as a group (11 persons)
(13)
|
2,081,124
|
7.7 | % |
(1)
|
The
number of shares
of common stock deemed outstanding consists of (i) 27,139,035 shares
of common stock outstanding as of February 16, 2007, and (ii) shares
of common stock issuable pursuant to outstanding Series A shares,
options
or warrants held by the respective persons or group that are exercisable
within 60 days of February 16, 2007, as set forth
below.
|
(2)
|
Consists
of shares of common stock owned by private investment partnerships
and
registered investment companies with respect to which Needham Investment
Management, LLC is a general partner or investment adviser and, therefore,
may be deemed to own. Needham Investment Management, LLC
disclaims beneficial ownership of these
shares.
|
(3)
|
Consists
of 804,063 shares of common stock and 332,704 shares of common stock
issuable upon conversion of Series A shares owned by Needham Capital
Partners III (Bermuda), L.P. and 323,045 shares of common stock and
133,655 shares of common stock issuable upon conversion of Series
A shares
owned by Needham Capital Partners II (Bermuda), L.P., with respect
to
which, in each case, Needham Capital Management (Bermuda) L.L.C.
is a
general partner and, therefore, may be deemed to own. Needham
Capital Management (Bermuda) L.L.C. disclaims beneficial ownership
of
these shares.
|
(4)
|
Consists
of 2,304,511 shares of common stock and 953,557 shares of common
stock
issuable upon conversion of Series A shares owned by Needham Capital
Partners II, L.P.; 4,034,378 shares of common stock and 1,669,338
shares
of common stock issuable upon conversion of Series A shares owned
by
Needham Capital Partners III, L.P.; and 416,652 shares of common
stock and
172,402 shares of common stock issuable upon conversion of Series
A shares
owned by Needham Capital Partners IIIA, L.P., with respect to which,
in
each case, Needham Capital Management, L.L.C. is a general partner
and,
therefore, may be deemed to own. Needham Capital Management,
L.L.C. disclaims beneficial ownership of these
shares
|
(5)
|
Includes
1,630,883 shares of common stock issuable upon conversion of Series A
shares that were issued pursuant to an investment
agreement.
|
(6)
|
Includes
options to purchase 1,429 shares that are exercisable within 60 days
of
February 16, 2007.
|
(7)
|
Includes
options to purchase 17,143 shares that are exercisable within 60
days of
February 16, 2007.
|
(8)
|
Includes
options to purchase 758,393 shares that are exercisable within 60
days of
February 16, 2007.
|
(9)
|
Includes
options to purchase 2,679 shares that are exercisable within 60 days
of
February 16, 2007.
|
(10)
|
Includes
options to purchase 10,714 shares that are exercisable within 60
days of
February 16, 2007.
|
(11)
|
Includes
options to purchase 5,357 shares that are exercisable within 60 days
of
February 16, 2007.
|
(12)
|
Includes
options to purchase 8,482 shares that are exercisable within 60 days
of
February 16, 2007.
|
(13)
|
Includes
options to purchase an aggregate of 62,055 shares that are exercisable
within 60 days of February 16,
2007.
|
Name
|
Age
|
William
A. Berry (1)
|
69
|
George
Boyadjieff, Chairman (3)
|
68
|
R.
Eugene Goodson
|
72
|
Andre
R. Horn (1)(2)
|
78
|
Jami
K. Dover Nachtsheim (1)(2)
|
48
|
Peter
E. Salas (2)(3)
|
52
|
(1)
|
Member
of the Audit Committee.
|
(2)
|
Member
of the Nominating and Corporate Governance Committee.
|
(3)
|
Member
of the Compensation
Committee.
|
|
The
Audit Committee
|
|
|
|
William
A. Berry (Chairman)
|
|
Jami
K. Dover Nachtsheim
|
|
Andre
R. Horn
|
|
·
|
market
data provided by our outside
consultants;
|
|
·
|
internal
review of the executive’s compensation, both individually and relative to
their executive officers; and
|
|
·
|
individual
performance of the executive.
|
The
Compensation Committee
|
|
Peter
E. Salas (Chairman)
|
|
George
Boyadjieff
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)(1)
|
All
Other Compensation
($)
|
Total
($)
|
||||||||||||||||||
Thomas
G. Hood (2)
|
2006
|
$ | 244,761(3) |
--
|
--
|
$ |
55,016
|
$ | 91,665(4) | $ |
391,442
|
||||||||||||||
Chief
Executive Officer
|
|
||||||||||||||||||||||||
George
Boyadjieff (5)
|
2006
|
$ | 84,327(6) |
--
|
--
|
$ |
10,869
|
$ | 3,114(7) | $ |
68,722
|
||||||||||||||
Chief
Executive Officer
|
|
||||||||||||||||||||||||
R.
Eugene Goodson (8)
|
2006
|
$ |
67,058
|
--
|
--
|
$ |
91,691
|
$ | 4,214(9) | $ |
156,992
|
||||||||||||||
Chief
Executive Officer
|
|
||||||||||||||||||||||||
Sylvia
Kamenski
|
2006
|
$ |
175,000
|
--
|
--
|
$ |
22,006
|
$ | 12,900(10) | $ |
209,906
|
||||||||||||||
Vice
President, Finance
|
|
||||||||||||||||||||||||
Wolfgang
Heinze (11)
|
2006
|
$ | 273,200(12) |
--
|
--
|
$ |
66,404
|
--
|
$ |
341,853
|
|||||||||||||||
Vice
President, General Manager Dresden Operations
|
|
||||||||||||||||||||||||
Dennis
Capovilla
|
2006
|
$ |
247,500
|
--
|
--
|
$ |
33,009
|
$ | 74,663(13) | $ |
355,172
|
||||||||||||||
Senior
Vice President, Sales and Marketing
|
|
||||||||||||||||||||||||
Neil
Bergstrom (14)
|
2006
|
$ |
250,000
|
--
|
--
|
$ |
33,009
|
$ | 12,900(10) | $ |
295,909
|
||||||||||||||
Chief
Technology Officer, Senior Vice President, Engineering
|
|
(1)
|
The
assumptions used to value these option awards are consistent with
contemporary practices for their accounting treatment and recognized
in
accordance with SFAS No. 123R, “Share Based Payments.” These
assumptions are set forth in Note 2, “Stock Based Compensation,” of the
footnotes to our Consolidated Financial
Statements.
|
(2)
|
Mr.
Hood’s ceased to serve as our Chief Executive Officer on August 9, 2006,
and his employment with the Company terminated on September 7,
2006.
|
(3)
|
Includes
$32,453 paid in lieu of accrued
vacation.
|
(4)
|
Consists
of a $75,000 severance payment, $15,165 car allowance and $1,500
of
Company matching contributions to 401(k)
plan.
|
(5)
|
Mr.
Boyadjieff, one of our directors, served as our interim Chief Executive
Officer from August 9, 2006 until October 31, 2006. Mr.
Boyadjieff received additional compensation in his role as a non-employee
director before and after serving as our interim Chief Executive
Officer. The amount set forth under “Salary” includes $31,250
paid to Mr. Boyadjieff for retainer and meeting fees as a non-employee
director of the Company, and the amount set forth under “Option Awards”
includes the value of options to acquire 30,000 shares received by
Mr.
Boyadjieff for his service as a non-employee
director.
|
(6)
|
Includes
$1,732 paid in lieu of accrued
vacation
|
(7)
|
Consists
of car allowance.
|
(8)
|
Mr.
Goodson became our Chief Operating Officer on September 18, 2006
and our
Chief Executive Officer on November 1, 2006. The amounts set
forth under “Salary” include $4,750 paid to Dr. Goodson in his role as a
non-employee director prior to becoming Chief Executive Officer,
and the
amount set forth under “Option Awards” includes the value of options to
acquire 40,000 shares received by Dr. Goodson for his service as
a
non-employee director.
|
(9)
|
Consists
of $2,993 of car allowance and $1,221 of Company matching contributions
to
401(k) plan.
|
(10)
|
Consists
$11,400 of car allowance and $1,500 of Company matching contributions
to
401(k) plan.
|
(11)
|
Mr.
Heinze’s employment with the Company terminated on April 16,
2007.
|
(12)
|
Includes
$2,249 paid in lieu of accrued
vacation.
|
(13)
|
Consists
of $61,923 in commission payments, $11,400 car allowance and $1,340
of
Company matching contributions to 401(k)
plan.
|
(14)
|
Mr.
Bergstrom’s employment with the Company terminated on April 2,
2007.
|
Name
|
Grant
Date
|
All
Other Option Awards: Number of Securities Underlying
Options
(#)
|
Exercise
or Base Price of Option Awards ($/Sh)
|
Market
Price on the Date of Grant($)
|
Grant
Date Fair Value of Stock and Option Awards($)
|
||||||||||||
Thomas
G. Hood
|
5/11/06
|
125,000 | (1) | $ |
0.71
|
$ |
0.71
|
$ |
55,016
|
||||||||
George
Boyadjieff
|
2/27/06
|
30,000 | (1) | $ |
0.68
|
$ |
0.68
|
$ |
10,869
|
||||||||
R.
Eugene Goodson
|
7/28/06
|
40,000 | (1) | $ |
0.62
|
$ |
062
|
$ |
15,358
|
||||||||
11/1/06
|
300,000 | (2) | $ |
0.4118
|
$ |
0.55
|
$ |
76,333
|
|||||||||
Sylvia
Kamenski
|
5/11/06
|
50,00 | (1) | $ |
0.71
|
$ |
0.71
|
$ |
22,006
|
||||||||
Wolfgang
Heinze
|
5/11/06
|
75,000 | (1) | $ |
0.71
|
$ |
0,71
|
$ |
33,009
|
||||||||
11/6/06
|
100,000 | (1) | $ |
0.54
|
$ |
0.54
|
$ |
33,395
|
|||||||||
Dennis
Capovilla
|
5/11/06
|
75,000 | (1) | $ |
0.71
|
$ |
0.71
|
$ |
33,009
|
||||||||
Neil
Bergstrom
|
5/11/06
|
75,000 | (1) | $ |
0.71
|
$ |
0.71
|
$ |
33,009
|
||||||||
(1)
|
These
options will vest in four equal annual installments beginning with
the
first anniversary of the grant
date.
|
(2)
|
These
options were granted with an exercise price of $0.41, which was $0.14
below market value at the date of the grant and vest at 25% after
six
months and thereafter in equal monthly installments over the next
six
months.
|
Name
|
Number
of Securities Underlying Unexercised
Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised
Options(#)
Unexercisable
|
Option
Exercise Price($)
|
Option
Expiration Date
|
|||||||||
Thomas
G. Hood
|
62,500 | (1) | $ |
0.58
|
6/6/08
|
||||||||
22,321 | (2) | $ |
0.58
|
3/7/08
|
|||||||||
330,000 | (3) | $ |
0.50
|
6/6/08
|
|||||||||
190,000 | (3) | $ |
1.81
|
6/6/08
|
|||||||||
45,000 | (1) | $ |
2.28
|
6/6/08
|
|||||||||
28,572 | (4) | $ |
8.00
|
6/6/08
|
|||||||||
50,000 | (5) | $ |
3.71
|
6/6/08
|
|||||||||
28,550 | (6) | $ |
7.063
|
1/20/07
|
|||||||||
30,000 | (7) | $ |
6.875
|
5/21/07
|
|||||||||
George
Boyadjieff
|
20,000 | (1) | 20,000 | (1) | $ |
0.50
|
10/5/14
|
||||||
7,500 | (2) | $ |
0.68
|
2/27/16
|
|||||||||
2,143 | (2) | 20,357 | (2) | $ |
0.68
|
2/27/16
|
|||||||
100,000 | (9) | $ |
0.88
|
12/18/13
|
|||||||||
150,000 | (1) | 50,000 | (1) | $ |
0.88
|
12/18/13
|
|||||||
7,500 | (2) | $ |
1.28
|
2/28/15
|
|||||||||
8,571 | (2) | 13,929 | (2) | $ |
1.28
|
2/28/15
|
|||||||
30,000 | (9) | $ |
1.58
|
2/20/14
|
|||||||||
30,000 | (1) | 30,000 | (1) | $ |
1.58
|
2/20/14
|
|||||||
|
|||||||||||||
R.
Eugene Goodson
|
181,818 | (8) | $ |
0.4118
|
11/1/16
|
||||||||
118,182 | (8) | $ |
0.4118
|
11/1/16
|
|||||||||
40,000 | (1) | $ |
0.62
|
7/28/16
|
|||||||||
Sylvia
Kamenski
|
50,000 | (1) | $ |
0.71
|
5/11/16
|
||||||||
26,786 | (2) | 48,214 | (2) | $ |
0.58
|
12/9/15
|
|||||||
35,000 | (1) | 35,000 | (1) | $ |
0.50
|
7/23/11
|
|||||||
Wolfgang
Heinze
|
100,000 | (1) | $ |
0.54
|
11/6/16
|
||||||||
75,000 | (1) | $ |
0.71
|
5/11/16
|
|||||||||
53,371 | (2) | 96,429 | (2) | $ |
0.58
|
12/9/15
|
|||||||
150,000 | (3) | $ |
0.50
|
10/5/14
|
|||||||||
45,000 | (3) | $ |
1.81
|
2/24/11
|
|||||||||
7,500 | (1) | 2,500 | (1) | $ |
2.28
|
2/25/13
|
|||||||
11,429 | (4) | 8,571 | (4) | $ |
8.00
|
2/27/12
|
|||||||
5,000 | (1) | $ |
5.206
|
9/27/07
|
|||||||||
Dennis
Capovilla
|
75,000 | (1) | $ |
0.71
|
5/11/16
|
||||||||
53,571 | (2) | 96,249 | (2) | $ |
0.58
|
12/9/15
|
|||||||
200,000 | (3) | $ |
0.50
|
10/5/14
|
|||||||||
50,000 | (3) | $ |
1.81
|
2/24/11
|
|||||||||
75,000 | (1) | 25,000 | (1) | $ |
1.05
|
7/17/10
|
|||||||
Neil
Bergstrom
|
75,000 | (1) | $ |
0.71
|
5/11/16
|
||||||||
62,500 | (2) | 112,500 | (2) | $ |
0.58
|
12/9/15
|
|||||||
139,286 | (2) | 160,714 | (2) | $ |
1.20
|
7/7/15
|
(1)
|
These
options vest at a rate of 25% per year over four
years.
|
(2)
|
These
options vest at a rate of 25% after six months and then monthly thereafter
for 42 months.
|
(3)
|
These
options vest at a rate of 50% per year over two
years.
|
(4)
|
These
options vest in equal amount annually over seven
years.
|
(5)
|
These
options vested on grant date of March, 31,
2002.
|
(6)
|
These
options vest after six months from grant
date.
|
(7)
|
These
options vested on grant date of August 15,
2004.
|
(8)
|
These
options vest 25% after six months and thereafter in equal monthly
installments over the next six
months.
|
(9)
|
These
options vested on grant date of February 14,
2004.
|
Name
|
Fees
Earned or Paid in Cash ($)
|
Option
Awards ($)(1)
|
Total
($)
|
|||||||||
William
A. Berry
|
$ |
24,000
|
$ |
7,246
|
$ |
31,246
|
||||||
Jami
K. Nachtsheim
|
$ |
27,250
|
$ |
7,246
|
$ |
34,496
|
||||||
Peter
E. Salas
|
$ |
21,250
|
$ |
14,492
|
$ |
35,742
|
||||||
Joseph
B. Reagan (2)
|
$ |
20,750
|
$ |
7,246
|
$ |
27,996
|
||||||
Walter
C. Sedgwick (3)
|
$ |
14,500
|
$ |
7,246
|
$ |
21,746
|
||||||
Andre
R. Horn
|
$ |
20,750
|
$ |
14,492
|
$ |
35,242
|
||||||
(1)
|
The
assumptions used to value these option awards are consistent with
contemporary practices for their accounting treatment and recognized
in
accordance with FAS 123R, “Share Based Payments.” These
assumptions are set forth in Note 2, “Stock Based Compensation,” of the
footnotes to our Consolidated Financial
Statements.
|
(2)
|
Mr.
Reagan’s tenure as a director ended on June 5,
2006.
|
(3)
|
Mr.
Sedgwick’s tenure as a director ended on June 5,
2006.
|
Number
of Shares of Common Stock to be Issued Upon Exercise of Outstanding
Stock
Options
|
Weighted-Average
Exercise Price of Outstanding Stock Options
|
Number
of Shares of Common Stock Remaining Available for Future Issuance
(excluding those in column (a)) Under the Stock Option
Plans
|
|
1997
Stock Incentive Plan (1)
|
4,813,911
|
$1.13
|
820,680
|
1997
Employee Stock Purchase Plan (2)
|
Not
applicable
|
||
1998
Stock Option Plan for Employees and Consultants (1)
|
2,264,374
|
$0.99
|
18,024
|
2007
Long-Term Incentive Plan(1)
|
Not
applicable
|
Not
applicable
|
10,000,000
|
Total
|
7,078,285
|
$1.08
|
10,838,704
|
(1)
|
In
addition to the issuance of stock options, each of the 1997 Plan
and the
1998 Plan allows for the issuance of stock and restricted
stock. Following the adoption of the 2007 Long-Term Incentive
Plan, no additional equity awards or other grants will be made pursuant
to
the 1997 Plan or the 1998 Plan.
|
(2)
|
A
total of 325,000 shares of common stock are reserved for issuance
under
the 1997 Employee Stock Purchase Plan. Through March 31, 2007,
we had issued 280,934 shares under the 1997 Employee Stock Purchase
Plan. In addition, an offering period under the Plan is
currently in effect and scheduled to expire on May 31, 2007, on which
date
we will issue an additional number of shares to be determined at
such
time.
|
|
2005
|
2006
|
||||||
Audit
fees(1)
|
$ |
237,620
|
$ |
250,148
|
||||
Tax
fees
|
--
|
--
|
||||||
All
other fees
|
--
|
--
|
||||||
Total
|
$ |
237,620
|
$ |
250,148
|
(1)
|
Audit
fees represent fees for professional services provided by Burr, Pilger
& Maye r LLP in connection with the audit of our financial statements
for the fiscal years ended December 31, 2005 and 2006 and the review
of
quarterly reports on Form 10-Q filed during 2005 and
2006.
|
|
By
Order of the Board of Directors
|
|
Sylvia
Kamenski
|
|
Secretary
|
Palo
Alto, California
|
|
April
30, 2007
|
|
|
17.
|
Governing
Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with
the laws
of The Commonwealth of Massachusetts, without regard to any applicable
conflicts of law.
|
0000000000.000000 ext | 0000000000.000000 ext | ||||
0000000000.000000 ext | 0000000000.000000 ext | ||||
0000000000.000000 ext | 0000000000.000000 ext | ||||
|
|||||
MR A SAMPLE | Electronic Voting Instructions | ||||
DESIGNATION (IF ANY) | |||||
ADD
1
ADD 2
|
You
can vote by Internet or telephone!
Available
24 hours a day, 7 days a week!
|
||||
ADD 3 | |||||
ADD
4
ADD 5
|
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. | ||||
ADD 6 | |||||
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. | |||||
Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Central Time, on May 24, 2007. | |||||
|
Vote
by Internet
• Log
on to the Internet and go to
www.investorvote.com
•
Follow the steps outlined on the secured website.
|
||||
|
Vote
by telephone
•
Call toll free 1-800-652-VOTE (8683) within the United States,
Canada & Puerto Rico any time on a touch tone telephone.
There is NO CHARGE to you for the call.
•
Follow the instructions provided by the recorded
message.
|
||||
Using
a black ink pen, mark your votes with an
X as shown in this example. Please do not write
outside
the designated areas.
|
x
|
Annual
Meeting Proxy Card
|
123456
|
C0123456789
|
12345
|
01
- William A. Berry
|
02
- George Boyadjieff
|
03
- R. Eugene Goodson
|
|
04
- Andre R. Horn
|
05
- Jami K. Dover Nachtsheim
|
06
- Peter E. Salas
|
o
|
Mark
here to vote FOR all nominees
|
o
|
Mark
here to WITHHOLD vote from all
nominees
|
01
|
02
|
03
|
04
|
05
|
06
|
||||
o
|
For
All EXCEPT- To withhold a vote for one or more nominees,
mark the
box to the left and the corresponding numbered box(es) to the
right.
|
o
|
o
|
o
|
o
|
o
|
o
|
For
|
Against
|
Abstain
|
For
|
Against
|
Abstain
|
|||
2.
To approve the adoption of the Company’s 2007 Long-Term Incentive
Plan.
|
o
|
o
|
o
|
3.
To ratify the selection of Burr, Pilger & Mayer LLP as our independent
registered public accounting firm for the year ending December
31,
2007.
|
o
|
o
|
o
|
|
4.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting and
at any
adjournment or postponement thereof.
|
o
|
o
|
o
|
|||||
|
|
|
|
|
|
Change
of Address— Please print your new address below.
|
Comments—
Please print your comments below.
|
Meeting
Attendance
|
|
||
|
|
|
|
Mark the box to the right if you plan to attend the Annual Meeting. |
o
|
|
Date
(mm/dd/yyyy) — Please print date below.
|
|
Signature
1 — Please keep signature within the box.
|
|
Signature
2 — Please keep signature within the box.
|
|
|
|
SEE
REVERSE SIDE
|
CONTINUED
AND TO BE SIGNED ON REVERSE SIDE
|
SEE
REVERSE SIDE
|