-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BlaDS7VfrKz5G+0Tjz5jpGdr3qzCYwk3Ab8zmqO7IcN9TO+Gcy+2kex69JvFzKHa vfxEJa5ww4SWM+dQGhAwnw== 0000890725-99-000004.txt : 19991018 0000890725-99-000004.hdr.sgml : 19991018 ACCESSION NUMBER: 0000890725-99-000004 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEVELOPED TECHNOLOGY RESOURCE INC CENTRAL INDEX KEY: 0000890725 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRICAL APPARATUS & EQUIPMENT, WIRING SUPPLIES [5063] IRS NUMBER: 411713474 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 000-21394 FILM NUMBER: 99727107 BUSINESS ADDRESS: STREET 1: 7300 METRO BLVD SUITE 550 CITY: EDNA STATE: MN ZIP: 55439 BUSINESS PHONE: 6128200755 MAIL ADDRESS: STREET 1: 7300 METRO BLVD SUITE 550 STREET 2: SUITE 170 CITY: EDNA STATE: MN ZIP: 55439 DEF 14A 1 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 _X_ Filed by the Registrant ____ 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 240.14a-11c or 240.14a-12 DEVELOPED TECHNOLOGY RESOURCE, INC., A MINNESOTA CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box) __X__ No fee required. _____ Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and O-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: DEVELOPED TECHNOLOGY RESOURCE, INC. 7300 Metro Blvd., Suite 550 Edina, Minnesota 55439 (ph: 612-820-0022) _____________________ NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held November 18, 1999 To the Shareholders of Developed Technology Resource, Inc. The Annual Meeting of the Shareholders of Developed Technology Resource, Inc. (the "Company" or "DTR"), will be held on Thursday, November 18, 1999, at 10:00 a.m. CST, at the One Corporate Center, 7300 Metro Boulevard, Suite 160, Edina, Minnesota 55439, for the following purposes: 1. To elect three directors of the Company. 2. To transact such other business as may properly come before the meeting or any adjournments thereof. The Board of Directors has fixed the close of business on September 8, 1999, as the record date for the determination of shareholders entitled to vote at the Annual Meeting and to receive notice thereof. The transfer books of the Company will not be closed. A PROXY STATEMENT AND FORM OF PROXY ARE ENCLOSED. SHAREHOLDERS ARE REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY TO WHICH NO POSTAGE NEED BE AFFIXED IF MAILED IN THE ENCLOSED ENVELOPE IN THE UNITED STATES. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON IF THEY DESIRE. By Order of the Board of Directors /s/ LeAnn H. Davis LeAnn H. Davis Secretary and Chief Financial Officer Edina, Minnesota U.S.A. October 1, 1999 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN Please indicate your voting instructions on the enclosed proxy, date and sign it, and return it in the envelope provided, which is addressed for your convenience. PLEASE MAIL YOUR PROXY PROMPTLY DEVELOPED TECHNOLOGY RESOURCE, INC. 7300 Metro Blvd., Suite 550 Edina, Minnesota 55439 Telephone (612) 820-0022 _____________________ PROXY STATEMENT for the Annual Meeting of Shareholders November 18, 1999 _____________________ GENERAL INFORMATION This proxy statement is furnished to shareholders by the Board of Directors of Developed Technology Resource, Inc. (the "Company") for solicitation of proxies for use at the Annual Meeting of Shareholders to be held on Thursday, November 18, 1999, at 10:00 a.m. CST, at the One Corporate Center, 7300 Metro Boulevard, Suite 160, Edina, Minnesota 55439, and at all adjournments thereof, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. Shareholders may revoke proxies before exercise by submitting a subsequently dated proxy or by voting in person at the Annual Meeting. Unless a shareholder gives contrary instructions on the proxy card, proxies will be voted at the meeting to elect as directors the three nominees listed thereon. This proxy statement and the enclosed proxy are being mailed to the shareholders of Developed Technology Resource, Inc. on or about October 15, 1999. The Company will be providing without charge to each stockholder a copy of Form 10-KSB for the year ended December 31, 1998, including the financial statements and schedules thereto, filed with the Securities and Exchange Commission, and this proxy in September 1999. If a stockholder requests copies of any exhibits of such Form 10-KSB, the Company may require the payment of a fee covering its reasonable expenses. A written request should be addressed to the Company at the address shown above. The cost of soliciting proxies, including their preparation, assembly, and mailing, will be borne by the Company. In addition to the solicitation of proxies by use of the U.S. Postal Service, certain officers and regular employees who will receive no extra compensation for their services may solicit proxies in person or by telephone or facsimile. The Company may reimburse brokerage firms and others for expenses in forwarding solicitation materials to the beneficial owners of Common Stock. OUTSTANDING SHARES AND VOTING RIGHTS At the close of business on August 9, 1999, there were outstanding 805,820 shares of Common Stock, par value $.01 per share, which is the only outstanding class of stock of the Company. Each share is entitled to one vote. As provided in the Articles of Incorporation of the Company, there is no right of cumulative voting. All matters being voted upon by the shareholders require a majority vote of the shares represented at the Annual Meeting either in person or by proxy. The presence at the Annual Meeting in person or by proxy of the holders of a majority of the outstanding shares of the Company's Common Stock entitled to vote constitutes a quorum for the transaction of business. Shares voted as abstentions on any matter (or a "withhold authority" vote as to directors) will be counted as present and entitled to vote for purposes of determining a quorum and for purposes of calculating the vote with respect to such matter, but will not be deemed to have been voted in favor of such matter. If a broker submits a proxy that indicates the broker does not have discretionary authority to vote certain shares on a particular matter, those shares will be counted as present for purposes of determining a quorum, but will not be considered present and entitled to vote for purposes of calculating the vote with respect to such matter. PRINCIPAL SHAREHOLDERS AND MANAGEMENT OWNERSHIP The following table contains information as of August 9, 1999, concerning the beneficial ownership of the Company's Common Stock by persons known to the Company to beneficially own more than 5% of the Common Stock, by each director, by each executive officer named in the Summary Compensation Table, and by all current and nominated directors and executive officers as a group. Shares reported as beneficially owned include those for which the named persons may exercise voting power or investment power, and all shares owned by persons having sole voting and investment power over such shares unless otherwise noted. The number of shares reported as beneficially owned by each person as of August 9, 1999, includes the number of shares that such person has the right to acquire within 60 days of that date, such as through the exercise of stock options or warrants that are exercisable within that period. Amount and Nature Name and Address of of Beneficial Owner Percentage Beneficial Owner OwnedA Vladimir Drits 71,835 (1) 6.9% 11901 Meadow Lane West Minnetonka, MN 55305 Erlan Sagadiev 103,000 (2) 10.0% 7300 Metro Blvd, Suite 550 Edina, MN 55439 Roger W. Schnobrich B 35,700(3) 3.5% 222 South Ninth Street Suite 3200 Minneapolis, MN 55402 John P. Hupp B, C 104,300 (4) 10.1% 7300 Metro Blvd, Suite 550 Edina, MN 55439 Peter L. Hauser B 41,000 (5) 4.0% 2820 IDS Tower Minneapolis, MN 55402 Beneficial Owners of 5% or 355,835 34.5% more, Officers and Directors as a group All current directors and 181,000 17.6% officers as a group (3 people) A The total number of shares outstanding assuming the exercise of all currently exercisable and vested options and warrants held by all executive officers, current directors, and holders of 5% or more of the Company's issued and outstanding Common Stock is 1,030,820 shares. Does not assume the exercise of any other options or warrants. B Designates a Director of the Company. C Designates an Executive Officer of the Company. (1) Includes 23,335 shares of Common Stock gifted by Mr. Drits to his spouse and children. (2) Includes presently exercisable options for the purchase of 100,000 shares at $1.22 per share. (3) Includes presently exercisable options for the purchase of 15,000 shares at $1.50 per share and 5,000 shares at $3.00 issued under the terms of the 1997 Outside Directors Stock Option Plan. (4) Includes presently exercisable options for the purchase of 100,000 shares at $1.22 per share. (5) Includes 6,000 shares held in IRA for the benefit of Mr. Hauser. Includes presently exercisable options for the purchase of 5,000 shares at $3.00 issued under the terms of the 1997 Outside Directors Stock Option Plan. ELECTION OF DIRECTORS The Bylaws of the Company provide that the number of directors shall be as fixed from time to time by resolution of the shareholders, subject to increase by the Board of Directors. The Board is authorized to fill vacancies resulting from increases in the size of the Board or otherwise. Currently there are three directors. The Board of Directors has nominated for election the Directors named below. Each of the nominees is currently a director of the Company whose current term expires at the 1998 Annual Meeting. Unless authority is withheld, the proxies will be voted FOR these nominees to serve as directors until the next Annual Meeting of Shareholders and until their successors are elected and have been qualified. If any one of the nominees is unable to serve as a director by reason of death, incapacity or other unexpected occurrence, the proxies will be voted for such substitute nominee as is selected by the Board of Directors, but in no event will proxies be voted for more than three nominees. The Board of Directors is unaware of any reason why the nominees would not be available for election or, if elected, would not be able to serve. Officers and Directors The following table sets forth the current and proposed directors and executive officers of the Company, their ages and positions with the company as of August 9, 1999: Name Age Position Peter L. Hauser(1)(2) 58 Director Roger W. 69 Director Schnobrich(1)(2) John P. Hupp 40 Director, President LeAnn H. Davis 29 Chief Financial Officer, Corporate Secretary (1) Member of the Compensation Committee. (2) Member of the Audit Committee. Pursuant to an Underwriting Agreement dated April 23, 1993, between the Company and Equity Securities Trading Co., Inc. ("Equity Securities") in connection with the Company's initial public offering, the Company granted Equity Securities the right until April 1998 to nominate one member who is reasonably satisfactory to the Company for election to the Company's Board of Directors. Equity Securities never exercised this right to nominate a member to the board for this election. Each nominee, if elected, will serve until the Annual Meeting of Shareholders in the year 2000 and until a successor has been elected and duly qualified or until the director's earlier resignation or removal. Mr. Hauser has been a director of the Company since October 1993. Since 1977, he has been employed by Equity Securities Trading Co., Inc., a Minneapolis-based brokerage firm, and is currently a vice president and principal. Mr. Schnobrich has been a director of the Company since October 1993. He is a partner with Hinshaw & Culbertson, a Minneapolis law firm which serves as legal counsel to the Company. Until 1997, he was an owner and attorney with Popham, Haik, Schnobrich & Kaufman, Ltd., a Minneapolis-based law firm which he co-founded in 1960. He also serves as a director of Rochester Medical Corporation, a company that develops, manufactures and markets improved, latex free, disposable urological catheters. Mr. Hupp has been the Company's President since June 1995, and a director since April 1996. He was Corporate Secretary from July 1994 until September 1997, and was Director of Legal Affairs from July 1993 to June 1995. From June 1992 until June 1993, Mr. Hupp was President of Magellan International Ltd., which marketed on-line and hard copy information for a Russian information company. From March to June 1992, he served as Of Counsel for the law firm of Hale & Dorr, establishing the firm's Moscow office. His work included negotiating and establishing joint ventures for clients. From September 1990 to January 1992, Mr. Hupp was Senior Project Manager and Corporate Counsel with Management Partnership International, Ltd. (MPI). Prior to his work at MPI, Mr. Hupp was a trial lawyer for the firm of Bollinger & Ruberry and Pretzel & Stouffer in Chicago for six years. Mr. Hupp received a J.D. Degree from the University of Illinois College of Law and B.A. degrees in Russian Area Studies and Political Science. Mr. Hupp has intensive language training from the Leningrad State University in St. Petersburg, Russia. LeAnn H. Davis, CPA was employed by the Company as the Controller on July 7, 1997 and on September 25, 1997 was named Chief Financial Officer and Corporate Secretary. Prior to joining the Company, Ms. Davis worked as CFO of Galaxy Foods Company in Orlando, Florida from December 1995 to June 1997. From 1994 to 1995, she was a senior auditor for Coopers and Lybrand LLP in Orlando, FL. From 1992 to 1994, she worked for the local public accounting firm of Pricher and Company in Orlando as a senior auditor and tax accountant. Prior to 1992, Ms. Davis worked for Arthur Andersen LLP as a staff auditor. Ms. Davis obtained a BS in Business Administration and a BS in Accounting from Palm Beach Atlantic College in West Palm Beach, Florida in May 1990, and a Masters in Accounting from Florida State University, Tallahassee, Florida in August 1991. Each Executive Officer of the Company is elected or appointed by the Board of Directors of the Company and holds office until a successor is elected, or until the earlier of death, resignation or removal. To the knowledge of the Company, no executive officer or director of the Company is a party adverse to the Company or has material interest adverse to the Company in any legal proceeding. The information given in this Proxy Statement concerning the Directors is based upon statements made or confirmed to the Company by or on behalf of such Directors, except to the extent that such information appears in its records. The Board of Directors recommends a vote FOR each nominee for election to the Board of Directors. Meetings of the Board and Committees The Board of Directors held four formal meetings during 1998 and adopted certain resolutions by written minutes of action. The Board of Directors has two standing committees; an audit committee and a compensation committee. All directors attended all of the formal meetings. The Audit Committee is responsible for reviewing the services rendered by the Company's independent auditors and the accounting standards and principles followed by the Company. The Audit Committee held one meeting during 1998, which was attended by all Committee members. The Compensation Committee is responsible for making recommendations to the Board of Directors regarding the salaries and compensation of the Company's executive officers. The Compensation Committee met four times during fiscal 1998. Certain Transactions The law firm of Hinshaw & Culbertson provides legal services to the Company. Roger Schnobrich, a director of the Company, is a partner in the firm. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who own more than 10 percent of the registered class of the Company's equity securities to file reports of ownership on Forms 3, 4, and 5 with the SEC. Officers, directors and greater than 10 percent shareholders are required by SEC regulation to furnish the Company with copies of all Forms 3, 4, and 5 they file. Based upon the Company's review of the copies of such forms it has received from certain reporting persons that they were not required to file Forms 5 for the year ended December 31, 1998, the Company believes that all of its executive officers, directors and greater than 10% beneficial owners complied with all filing requirements applicable to them with respect to transactions during 1998. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the cash and noncash compensation for year ended December 31, 1998, the two-month transition period ended December 31, 1997, and the years ended October 31, 1997 and 1996 awarded to or earned by the Chief Executive Officer: Summary Compensation Table Annual Compensation Long-Term Other Compensation Fiscal Salary Bonus Annual Awards/Options Name and Principal Year Compens- Position Ended __($)__ __($)__ ation($) _____(#)_____ John P. Hupp, 1998 $95,000 $16,000 none none President(1) 2-month $15,000 none none none 1997 1997 $87,500 none none none 1996 $75,000 none none 250,000(2) (1)Mr. Hupp became President on June 16, 1995. Beginning June 15, 1993, as the Company's Director of Legal Affairs, Mr. Hupp began to receive a full-time salary of $5,000 per month. Effective June 16, 1995, upon assuming the position of President, his salary was increased to $6,250 per month. Effective January 1997, his salary was increased to $7,500 per month; and effective October 1998, his salary was increased to $9,167 per month. (2)Under the Amendment dated September 30, 1996 to the 1992 Stock Option Plan, Mr. Hupp was issued an option to purchase 250,000 shares at an exercise price of $1.22. This amendment was approved by the shareholders at the 1996 Annual Meeting. Aggregated Option Exercises: Last Fiscal Year and Fiscal Year-End Option Values The following table summarizes for the named executive officers the number of stock options exercised during the year ended December 31, 1998, the aggregate dollar value realized upon exercise, the total number of unexercised options held at December 31, 1998 and the aggregate dollar value of in-the-money unexercised options held at December 31, 1998. Value realized upon exercise is the difference between the fair market value of the underlying stock on the exercise date and the exercise price of the option. Value of Unexercised In-the-Money Options at year- end is the difference between its exercise price and the fair market value of the underlying stock on December 31, 1998 which was $3.34 per share. Aggregated Option Exercises in Fiscal 1997 and Fiscal Year-End Option Values
Number of Value of Unexercised Name and Shares Unexercised Options In-the-Money Options Principal Acquired Value at December 31, 1998(#) at December 31, 1998($) Position on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable John P. None None 101,667 150,000 $212,000 $318,000 Hupp(1), President
(1) Includes 250,000 options granted under September 30, 1996 employment agreement. Employment Agreements Mr. Hupp's original employment agreement dated June 1, 1995 was amended on September 30, 1996 and then amended and restated on October 1, 1998. The new employment agreement provides for compensation of $110,000 per year and standard employee benefits during the employment term expiring September 30, 2001. In addition, Mr. Hupp or his successors will receive salary and benefits for a twelve-month period upon total death or disability of Mr. Hupp or if the Company terminates the Agreement without cause. Under terms of the Agreement, Mr. Hupp will devote his best efforts to the performance of his duties, and agrees to certain restrictions related to participation in activities felt to conflict with the best interests of the Company. Compensation of Directors No director who is also an employee of the Company received any additional compensation for services as a director. The non-employee directors of the Company include Messrs. Hauser and Schnobrich. During 1998, non-employee directors received no cash compensation for their services as a director or committee member. Mr. Schnobrich is an attorney with Hinshaw & Culbertson, which serves as counsel for the Company and which receives payment of legal fees for such services. It is the Company's intention to issue to each outside director an option for 5,000 shares of the Company's Common Stock each year under terms of the 1997 Outside Director's Stock Option Plan upon their election to the Board at the Company's annual meeting. The option will vest equally over the calendar year. Options granted under the 1997 Outside Directors Stock Option Plan are not intended to and do not qualify as incentive stock options as described in Section 422 of the Internal Revenue Code. RELATIONSHIP OF INDEPENDENT PUBLIC ACCOUNTANTS The Board of Directors selects the independent certified public accountants for the Company each year. The Board of Directors elected to retain the firm of Deloitte & Touche LLP to audit the Company's financial statements for the year ended December 31, 1998, for the two-month transition period ended December 31, 1997, and for the year ended October 31, 1997. During the audit of the Company's financial statements for the year ended December 31, 1998, Deloitte & Touche LLP relied on the financial statements of several foreign subsidiaries. Four of these subsidiaries were audited by KPMG as a first time audit. The Company has not, prior to engaging the new accountant, consulted the new accountant regarding the application of accounting principles to a specific completed or contemplated transaction, or regarding the type of audit opinion that might be rendered on the Company's financial statements. The Board of Directors has not yet selected its independent auditors for the current year. They are in the process of reviewing the firms that can plan and perform the audit work necessary in all of its foreign locations. The Company plans to select one firm to perform all of the audit work in order to facilitate better efficiency in audit planning and performance along with timely reporting. OTHER BUSINESS Management knows of no other matters that will be presented for consideration at the meeting. If any other matter properly comes before the meeting, proxies will be voted in accordance with the best judgment of the person or persons acting under them. PROPOSALS FOR 2000 ANNUAL MEETING Shareholders who intend to submit proposals for inclusion in the Company's 2000 Proxy Statement and Proxy for shareholder action at the 2000 Annual Meeting must do so by sending the proposal and supporting statements, if any, to the Company at its corporate offices no later than March 29, 2000. By Order of the Board of Directors /s/ LeAnn H. Davis LeAnn H. Davis Chief Financial Officer and Secretary October 1, 1999 DEVELOPED TECHNOLOGY RESOURCE, INC. Annual Meeting of Shareholders - November 18, 1999 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints John P. Hupp or his appointee as proxy of the undersigned, with full power of substitution, for and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Shareholders of Developed Technology Resource, Inc., to be held at the One Corporate Center, 7300 Metro Boulevard, Suite 160, Edina, Minnesota 55439 at 10:00 a.m. CST on Thursday, November 18, 1999, and at any adjournments thereof, and to vote all shares of stock of said Company standing in the name of the undersigned, as designated below, with all the powers which the undersigned would possess if personally at such meetings. 1. Election of Directors duly nominated: Peter L. Hauser, John P. Hupp, and Roger W. Schnobrich. _____ FOR _____ WITHHELD FOR ALL _____ WITHHELD FOR THE FOLLOWING ONLY (Write the nominee's name in space below): 2. The authority of Directors to vote, in their discretion, on all other business that may properly come before the meeting. _____ GRANTED _____ WITHHELD THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE GIVEN FOR VOTING ON THE MATTERS ABOVE, THIS PROXY WILL BE VOTED FOR item 1, electing all duly nominated Directors as listed and GRANTED for item 2, granting the Directors authority to vote in their discretion on all other business coming before the meeting. Shareholders who are present at the meeting may withdraw their Proxy and vote in person if they so desire. The undersigned has received the proxy statement dated October 1, 1999. Dated _____________, 1999 _____________________ ________________ Signature Print Name Dated _____________, 199 _____________________ ________________ Signature Print Name Please sign exactly as name(s) appear(s) on this Proxy. If shares are registered in more than one name, the signatures of all persons are required. A corporation should sign in its full corporate name by a duly authorized officer, stating their title. Trustees, guardians, executors and administrators should sign in their official capacity, giving their full title as such. If a partnership, please sign in partnership name by authorized person. Please check as appropriate: __ I DO plan on attending the Annual Meeting of Shareholders. __ I DO NOT plan on attending the Annual Meeting of Shareholders. PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY This Proxy may also be returned via facsimile to (612) 820-0011. -----END PRIVACY-ENHANCED MESSAGE-----