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  • Form 4 (May 13, 2013)
  • SC 13G (Apr 11, 2013)
  • DEF 14A (Apr 9, 2013)
  • SC 13D (Apr 3, 2013)
  • Form 4 (Apr 2, 2013)
  • SC 13G (Feb 15, 2013)
Onvia DEF 14A 2005

Documents found in this filing:

  1. Def 14A
  2. Graphic
  3. Graphic
  4. Graphic
  5. Graphic
  6. Graphic
Definitive 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 Under Rule 14a-12

 

 

 

ONVIA, INC.


(Name of Registrant as Specified In Its Charter)

 

 

 


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

 

x    No fee required.

 

¨    Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1)    Title of each class of securities to which transaction applies:

 

 
  (2)    Aggregate number of securities to which transaction applies:

 

 
  (3)    Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 
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¨    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:

 

 
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  (4)    Date Filed:

 

 


LOGO

 


 

Onvia Stockholder Letter

 


 

Dear Fellow Stockholders:

 

2004 was a very productive year for Onvia, Inc. The Company has aggregated a comprehensive database of tactical, hard-to-find intelligent business opportunities which are focused on the largest industry verticals. The breadth of the data allows for multiple products and pricing structures from the same content, to appeal to both large and small businesses. Onvia maintains its low cost structure through the use of sophisticated data collection techniques and technology.

 

2004 was a year focused on improving operations and expanding our strategic plan. Operationally, we continued to preserve capital, grow revenue, and control costs, while building a higher valued customer base with improved retention rates. The Company:

 

    Grew annual revenue to $13.1 million in 2004, an increase of 31% compared to $10.0 million in 2003;

 

    Reduced net loss to $3.9 million in 2004, an improvement of 51% compared to $7.9 million in 2003;

 

    Reduced net loss per share to $0.51 in 2004, compared to $1.03 in 2003;

 

    Reduced cash used in operations to $4.1 million in 2004, compared to $5.6 million in 2003.

 

In 2004, the Company distributed approximately 642,000 public sector opportunities, an increase of 16% over the prior year. Our cost of data acquisition is kept low through the efficient use of technology, and the data contributions of our government agency partners. In 2004, we developed important strategic partnerships with 78 new government agencies up from 49 new agencies signed in 2003.

 

During 2004, we continued to migrate customers into higher value products and drive higher average annual subscription price (ASP), which reflects the average annual value of new and repeat transactions during the quarter. In the fourth quarter, ASP increased by 23% to $744 when compared to the same quarter in 2003. In the fourth quarter of 2004, high value subscribers and enterprise licensees comprised approximately 71% of total users compared to 62% in the same quarter in 2003. Onvia had approximately 25,800 subscribers and enterprise licensees as of December 31, 2004, an increase of approximately 5% over 2003.

 

In 2004 we reconstituted and expanded the Board of Directors to ensure financial oversight and enhanced expertise within our business focus. Roger L. Feldman, a significant shareholder, and James L. Brill, Chief Financial Officer of Diagnostics Products Corporation, a New York Stock Exchange company, joined the Board of Directors in March, filling the vacancies left by two original venture capital investors. In November, we added Robert G. Brown, former Group President of Harte-Hanks, and D. Van Skilling, former Chairman and Chief Executive Officer of Experian Information Systems, Inc. Our Board members and senior management team have increased their personal ownership positions in the Company in 2004, aligning their interests with those of our stockholders.

 

During 2004, Onvia began the process to comply with Section 404 of the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley is the most far-reaching legislation affecting financial reporting, disclosure, and internal controls since the Securities Act of 1933. We will incur significant accounting and legal costs to audit, monitor and test our internal control processes to comply with the Act. In March 2005, the Securities and Exchange Commission extended the compliance date for Section 404 of Sarbanes-Oxley for non-accelerated filers such as Onvia. The extension delays the required compliance date by one year and Onvia will be required to be in compliance for our fiscal year ending December 31, 2006.


We have 50,000 square feet of office space available for sublease. Real estate leasing activities in Seattle are still slow, and we were unsuccessful in subleasing additional space during 2004. Due to the prevailing market conditions, we believe that subleasing our available space will take longer than previously estimated. Onvia has recorded an additional accrual of approximately $916,000, which assumes we will have all our idle space subleased during 2006. The idle lease accrual was approximately $7.5 million as of December 31, 2004.

 

During 2004, we evaluated our strategic strengths and weakness, and developed our future product roadmap. On top of our solid bid notification business, we have decided to invest in new products which we believe to be a logical extension of our existing product offering. This investment will expand our platform in both content and tools. We made this decision after careful consideration and market research. The Board has committed to a fiscally prudent plan that calls for $5.0 million of incremental spending in 2005. In 2005 we expect to release this next generation of products, recruit key executives, and focus our sales efforts on customer retention and migration to higher valued products.

 

We like the outlook for the Company. We have a solid business of distributing bid notifications to businesses that sell their products and services to the public sector. We had fourth quarter 2004 revenue growth rate of 26% compared to the same quarter in 2003, a base of approximately 25,800 subscribers and licenses, a database that delivered approximately 642,000 new government opportunities, a strong balance sheet, a good management team, and an experienced Board of Directors.

 

The success of 2004 would not have been possible without the hard work and dedication of the Company’s employees and the Board of Directors. We also greatly appreciate the support and loyalty of our customers. Thank you.

 

LOGO     

Michael D. Pickett

Chairman of the Board,

Chief Executive Officer, and

President

    


LOGO

 


 

Notice of Annual Stockholders Meeting

 


 

The Annual Stockholders Meeting of Onvia, Inc., a Delaware corporation, will be held on Friday, May 6, 2005, at 1:00 p.m. local time, at our principal executive offices located at 1260 Mercer Street, Seattle, Washington 98109, for the following purposes:

 

1. To elect two Class II directors to serve three year terms ending in 2008.

 

2. To transact such other business as may properly come before the meeting.

 

Stockholders entitled to vote at this meeting are those holders of record as of the close of business on March 21, 2005. The vote of each stockholder is important regardless of the number of shares held. Whether or not you plan to attend the meeting in person, please complete and return your proxy card or vote by telephone or via the internet by following the instructions on your proxy card. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose related to the meeting, during ordinary business hours at our principal offices located at 1260 Mercer Street, Seattle, Washington 98109.

 

By order of the Board of Directors,

LOGO

Michael D. Pickett

Chairman of the Board, Chief Executive Officer,

and President

 

Seattle, Washington

April 8, 2005


ONVIA, INC.

1260 Mercer Street

Seattle, WA 98109

 


 

PROXY STATEMENT

ANNUAL STOCKHOLDERS MEETING

May 6, 2005

 


 

Our Board of Directors is issuing this Proxy Statement to solicit proxies for the Annual Stockholders Meeting on May 6, 2005 at 1260 Mercer Street, Seattle, Washington. This Proxy Statement contains important information about the business matters that will be voted upon at the meeting. This Proxy Statement and proxy card were first sent to stockholders on or about April 8, 2005.

 

Voting Rights

 

Stockholders eligible to vote at the meeting are those identified as owners of record at the close of business on the record date, March 21, 2005. Each outstanding share of common stock is entitled to one vote on all items presented at the meeting. At the close of business on March 21, 2005 the Company had 7,830,604 shares of common stock outstanding and entitled to vote.

 

Time and Place of the Annual Stockholders Meeting

 

The Annual Stockholders Meeting is being held on Friday, May 6, 2005 at 1:00 p.m. local time at our principal executive offices located at 1260 Mercer Street, Seattle, Washington 98109.

 

Multiple Proxy Cards

 

If you received more than one proxy card, it means that you hold shares in more than one account. Please sign and return all proxy cards to ensure that all of your shares are voted.

 

Proxies Not Returned and Broker Non-Votes

 

If your shares are held in your name, you must return your proxy, vote by telephone or via the internet, or attend the Annual Stockholders Meeting in person in order to vote on the proposal. If your shares are held in street name and you do not vote your proxy, your brokerage firm may either:

 

    vote your shares on routine matters; or

 

    leave your shares unvoted.

 

Under the rules that govern brokers who have record ownership of shares that are held in street name for their clients, brokers may vote such shares on behalf of their clients with respect to routine matters (such as the election of directors), but not with respect to non-routine matters. If the proposals to be acted upon at any meeting include both routine and non-routine matters, the broker may turn in a proxy card for uninstructed shares that vote FOR the routine matters, but the broker may not vote on non-routine matters in the absence of a client instruction. This is called a “broker non-vote.”

 

Broker non-votes will be counted for the purpose of determining the presence of a quorum, but will not be counted for the purpose of determining the number of votes cast.

 

We encourage you to provide instructions to your brokerage firm by completing and returning your proxy card. This ensures that your shares will be voted at the meeting.

 

Quorum Requirement

 

Our Bylaws provide that a majority of all of the shares of stock entitled to vote, whether present in person or represented by proxy, shall constitute a quorum for the transaction of business at the meeting. Votes for and


against, abstentions, and “broker non-votes” will be counted as present for purposes of determining the presence of a quorum.

 

Proxy Solicitation

 

The accompanying proxy is solicited by our Board of Directors for use at the Annual Stockholders Meeting. We will bear the costs of soliciting proxies. In addition to soliciting stockholders by mail and through our employees, we may request banks, brokers, custodians, nominees, and fiduciaries to solicit customers for whom they hold shares of our common stock, and will reimburse them for their reasonable, out-of-pocket costs. We may use the services of our directors, officers, and others to solicit proxies, personally, by telephone or otherwise, without additional compensation. We have not retained the services of a proxy solicitor in connection with the Annual Shareholders Meeting.

 

Voting of Proxies

 

The shares represented by the proxy cards received, properly marked, dated, signed, and not revoked, will be voted at the Annual Stockholders Meeting. If the proxy card specifies a choice with respect to any matter to be acted on, the shares will be voted in accordance with that specified choice. Any proxy card which is returned but not marked will be voted FOR each of the director nominees and, as the proxy holders deem desirable, FOR any other matters that may come before the meeting. Broker non-votes will not be considered as voting with respect to any matter for which the broker does not have voting authority. A stockholder giving a proxy has the power to revoke his or her proxy at any time before it is exercised by delivering to the Secretary of the Company a written instrument revoking the proxy with a later date, or by attending the meeting and voting in person.

 

PROPOSAL NO. 1

 

ELECTION OF DIRECTORS

 

We have a classified Board of Directors of seven members consisting of three Class I directors, two Class II directors, and two Class III directors, each of whom will serve until the Annual Stockholders Meetings to be held in 2007, 2005, and 2006, respectively. At each Annual Stockholders Meeting, directors are elected for a term of three years to succeed those directors whose terms expire at the Annual Stockholders Meeting dates.

 

On November 1, 2004, the Board of Directors appointed Robert G. Brown to serve as a Class III Director. Mr. Brown was recommended to the Company’s Nominating and Governance Committee by director Jeffrey C. Ballowe. On November 19, 2004, the Board of Directors appointed D. Van Skilling to serve as a Class I Director. Mr. Skilling was recommended to the Company’s Nominating and Governance Committee by our outside search firm.

 

Two Class II directors are to be elected at this Annual Stockholders Meeting. The Board of Directors has nominated current Class II directors Michael D. Pickett and Roger L. Feldman for election by the stockholders. If elected, the nominees will serve as directors until our 2008 Annual Stockholders Meeting. If any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the election (although we know of no reason to anticipate that this will occur), the proxies may be voted for such substitute nominees as the Board of Directors may designate.

 

If a quorum representing a majority of all outstanding shares of our common stock is present and voting, either in person or by proxy, the nominees for Class II directors receiving the highest number of votes will be elected as Class II directors. Votes withheld from any nominee, abstentions, and broker non-votes will each be counted as present for purposes of determining the presence of a quorum but will not have any effect on the outcome of the voting.

 

The Board of Directors unanimously recommends a vote “FOR” each of the nominees named above.

 

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Class I Directors (Terms Expire at the 2007 Annual Stockholders Meeting)

 

Steven D. Smith, age 46, has served as a director of the Company since January 2000. Since December 2004, Mr. Smith has served as the Senior Managing Director of Ritchie Capital Management, a private equity investment company. From March 1997 to April 2003, Mr. Smith served as Managing Director of GE Equity, a private equity investment company and a subsidiary of GE Capital. From August 1990 to February 1997, Mr. Smith served in a variety of positions at GE Capital, most recently as Managing Director, Ventures. Mr. Smith holds a Bachelor of Business Administration from Southern Methodist University and a Master of Business Administration from The Wharton School of Business at the University of Pennsylvania.

 

James L. Brill, age 53, has served as a director of the Company since March 2004. Since July 1999, he has served as Vice President of Finance and Chief Financial Officer of Diagnostic Products Corporation, a medical diagnostics manufacturer. From August 1998 to June 1999, Mr. Brill served as Chief Financial Officer of Jafra Cosmetics International, a cosmetics manufacturer, and Vice President of Finance and Administration and Chief Financial Officer of Vertel Corporation from 1996 to 1998. Mr. Brill holds a Bachelor of Science from the United States Naval Academy and a Master of Business Administration from UCLA.

 

D. Van Skilling, age 71, has served as a director of the Company since November 2004. He has been President of Skilling Enterprises since March 1999. He retired in April 1999 as Chairman and CEO of Experian Information Systems Inc., positions he held since Experian was formed in 1996. Previously he was employed by TRW, Inc. for twenty-seven years and was Executive Vice President from 1989 to 1996. Mr. Skilling holds a Bachelor of Arts from Colorado College and a Master of Business Administration from Pepperdine University. He currently serves on the boards of directors of The Lamson and Sessions Company, First American Corporation, mcData Corporation, and The American Business Bank, and is Chairman of the Board of Trustees of Colorado College.

 

Class II Director Nominees (Terms Expire at the 2005 Annual Stockholders Meeting)

 

Michael D. Pickett, age 57, has served as a director of the Company since February 1999, as Chief Executive Officer and Chairman of the Board of the Company since April 2001 and from February 1999 to August 2000, and as President since September 2004. Mr. Pickett also served as President and Chief Operating Officer of the Company from August 2000 to April 2001. From July 1999 to August 2000, Mr. Pickett served as Chief Executive Officer of Hardware.com, Inc., an online source for total home improvement solutions, which was acquired by the Company in September 2000. From July 1997 to March 1999, Mr. Pickett was Chairman and Chief Executive Officer of Technology Solutions Network, LLC, a provider of turnkey technology solutions for small businesses. From October 1983 to February 1996, Mr. Pickett served in a variety of positions and most recently as Chairman, Chief Executive Officer, and President of Merisel, Inc., a wholesale distributor of computer hardware and software products and a provider of logistics services. Mr. Pickett holds a Bachelor of Arts in Business Administration from the University of Southern California.

 

Roger L. Feldman, age 43, has served as a director of the Company since March 2004. Mr. Feldman is a principal of West Creek Capital, an investment firm he co-founded in 1992. Prior to forming West Creek Capital, Mr. Feldman was an investment banker and an attorney. Mr. Feldman holds a Bachelor of Arts from the University of Pennsylvania and a Juris Doctor degree from Columbia Law School.

 

Class III Directors (Terms Expire at the 2006 Annual Stockholders Meeting)

 

Jeffrey C. Ballowe, age 49, has served as a director of the Company since December 1999. Before leaving Ziff Davis at the end of 1998, Mr. Ballowe led the launches of five magazines, ZDNet on the Web, ZDTV (now TechTV), and the initial ZD/Softbank investments in Yahoo!, Inc. Mr. Ballowe is the co-founder and past president of the not-for-profit Electronic Literature Organization and a member of the board of trustees of

 

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Lawrence University. Currently Mr. Ballowe serves as a director of Verticalnet and as a member of the advisory board of Internet Capital Group. Mr. Ballowe holds a Bachelor of Arts from Lawrence University, a Master of Arts in French from the University of Wisconsin, and a Master of Business Administration from the University of Chicago.

 

Robert G. Brown, age 58, has served as director of the Company since November 2004. Mr. Brown is currently President of Brightwood Advisors, a private company providing business consulting to technology companies and investors. Prior to Brightwood Advisors, Mr. Brown was Group President with Harte-Hanks, a provider of direct marketing services, and President and CEO of ZD Market Intelligence, a division of Ziff Davis, Inc. Mr. Brown holds a Bachelor of Science in Industrial Engineering from Lehigh University and a Master of Business Administration from the Harvard Business School.

 

There are no family relationships among any of the directors or executive officers of the Company.

 

Determination of Director Independence

 

After review and consideration of the applicable legal standards for director independence, the Board of Directors has determined that each of the following directors is an “independent director” as defined in Marketplace Rule 4200(a)(15) of the National Association of Securities Dealers (the “NASD”):

 

Jeffrey C. Ballowe

James L. Brill

Robert G. Brown

Roger L. Feldman

D. Van Skilling

Steven D. Smith

 

These directors are referred to as “Independent Directors” in this Proxy Statement. The Board of Directors has also determined that each member of the three committees of the Board of Directors meets the independence requirements applicable to those committees prescribed by NASDAQ, the Securities and Exchange Commission (the “SEC”) and/or the Internal Revenue Service. The Board of Directors has further determined that Mr. Brill, a member of the Audit Committee, is an “audit committee financial expert” as such term is defined in Item 401(h) of Regulation S-K promulgated by the SEC.

 

Board Meetings and Committees

 

The Board of Directors met seven times during 2004, and all Board of Director and committee meetings were attended by every director, except for one Nominating and Governance Committee meeting missed by one director. The Board of Directors had a Compensation Committee, an Audit Committee, and a Nominating and Governance Committee in 2004.

 

Mr. Ballowe, Mr. Brill, and Mr. Smith were members of the Audit Committee during 2004, with Mr. Brill serving as the chairperson. Mr. Brill met the “financial expert” criteria under the NASDAQ requirements, and also met the “audit committee financial expert” criteria as described above. All other members of the Audit Committee are financially literate and are financially sophisticated based on their professional experiences. The Audit Committee retains our independent auditors, reviews their independence, reviews and approves the planned scope of our annual audit, reviews and approves any fee arrangements with our auditors, oversees their work, reviews and pre-approves any non-audit services that they may perform, reviews the adequacy of accounting and financial controls, reviews our critical accounting policies, and reviews and approves any related

 

4


party transactions. The Audit Committee met five times in 2004. For 2005, Mr. Brill, Mr. Smith, and Mr. Brown serve on the Audit Committee, with Mr. Brill serving as chairperson.

 

Mr. Ballowe, Mr. Brill, and Mr. Feldman were members of the Compensation Committee during 2004, with Mr. Ballowe serving as the chairperson. The Compensation Committee establishes and administers our policies regarding annual executive salaries, cash incentives, and long-term equity incentives. The Compensation Committee met two times in 2004. For 2005, Mr. Ballowe, Mr. Feldman, and Mr. Skilling serve on the Compensation Committee, with Mr. Ballowe serving as chairperson.

 

Mr. Ballowe, Mr. Brill, Mr. Feldman, and Mr. Smith were members of the Nominating and Governance Committee during 2004. The Nominating and Governance Committee was established in 2004. The Nominating and Governance Committee identifies and recruits individuals to serve as directors of the Company, makes recommendations to the Board of Directors regarding membership and chairs of the Board’s committees, advises the Board of Directors with respect to matters of Board composition and procedures, develops and recommends to the Board of Directors corporate governance guidelines, considers nominations to the Board of Directors received from stockholders, monitors Company compliance with Onvia’s Code of Business Ethics and Conduct, and oversees the annual evaluation of the effectiveness of the Board of Directors and its committees. The Nominating and Governance Committee met three times in 2004. For 2005, Mr. Feldman, Mr. Skilling, and Mr. Brill serve on the Nominating and Governance Committee, with Mr. Feldman serving as chairperson. A copy of the Nominating and Governance Committee charter is not available on Onvia’s website, however, a copy was filed as an exhibit to last year’s Proxy Statement.

 

Director Nominations

 

The Board of Directors has adopted procedures for nominating director candidates and considering nominees recommended by stockholders (the “Nomination Procedures”). The Nomination Procedures describe the process by which director candidates are selected, the qualifications that those candidates should possess, and the procedure for stockholders to submit recommendations for director nominees. The Nomination Procedures are administered by the Nominating and Governance Committee and are described below.

 

The Nominating and Governance Committee believes that candidates for director should meet certain minimum qualifications, including being able to read and understand financial statements, having substantial business experience, having high moral character and personal integrity, and having sufficient time to attend to their duties and responsibilities to the Company. Exceptional candidates who do not meet all of these criteria may still be considered. The Nominating and Governance Committee will also consider the potential director’s independence, whether the member would be considered a “financial expert” as described in the applicable listing and SEC standards, and the diversity that the potential director would add to the Board of Directors in terms of gender, ethnic background, and professional experience.

 

The Nominating and Governance Committee identifies potential candidates through their members’ networks of contacts, by soliciting recommendations from other directors or executive officers, and engaging in a search firm to identify and screen suitable director nominees. After the Nominating and Governance Committee has identified a potential candidate, publicly available information about the person is collected and reviewed. If the Nominating and Governance Committee decides to further pursue the potential candidate after this initial review, contact is made with the person. If the potential candidate expresses a willingness to serve on the Board of Directors, interviews are conducted with the potential candidate and additional information is requested. Candidates are chosen by a majority vote of the members of the Nominating and Governance Committee for recommendation to the Board of Directors.

 

5


Director Nominations by Stockholders

 

The Nominating and Governance Committee will consider director candidates recommended by stockholders on the same basis as other candidates, provided that the following procedures are followed in submitting recommendations:

 

  1.   Stockholders desiring to nominate a director candidate should submit a written recommendation to the Secretary of the Company at 1260 Mercer Street, Seattle, WA 98109.

 

  2.   Submissions must include the potential candidate’s five-year employment history with employer names and a description of the employer’s business, the candidate’s experience with financial statements, and the candidate’s other board memberships.

 

  3.   Submissions must be accompanied by a written consent of the director candidate to stand for election if nominated by the Nominating and Governance Committee and approved by the Board of Directors, and to serve if elected by the stockholders.

 

  4.   Submissions must be accompanied by proof of ownership of the Company’s common stock by the person submitting the recommendation.

 

  5.   Recommendations must be received by January 13, 2006 to be considered for nomination at the 2006 Annual Stockholders Meeting. Recommendations received after January 13, 2006 will be considered for nomination at the 2007 Annual Stockholders Meeting.

 

Director Compensation

 

Every director of the Company receives an initial stock option grant of 4,000 shares of our common stock under our 2000 Directors’ Plan upon becoming a director, vesting over four years with a ten year term and with the exercise price equal to the fair market value as of the grant date. Each Independent Director receives an automatic annual stock option grant to purchase 1,000 shares of our common stock under the 2000 Directors’ Plan on the date of our Annual Stockholders Meeting, vesting in one year with a ten year term and with the exercise price equal to the fair market value as of the grant date. At the 2004 Annual Stockholders Meeting, Mr. Ballowe and Mr. Smith each received an option to purchase 1,000 shares of our common stock under our 2000 Directors’ Plan. Mr. Brill and Mr. Feldman each received an initial stock option grant under the 2000 Directors’ Plan to purchase 4,000 shares of our common stock on March 31, 2004. Mr. Brown and Mr. Skilling each received an initial stock option grant under the 2000 Directors’ Plan to purchase 4,000 shares of our common stock on November 1, 2004 and November 19, 2004, respectively.

 

The Board of Directors has instituted a policy to compensate each director who is an Independent Director as follows: (i) $5,000 per quarter if such director attended every Board of Directors meeting during such quarter or a prorated portion if all meetings during the requisite quarter were not attended; (ii) a stock option grant of 18,750 shares of the Company’s common stock, vesting over four years with a ten year term and with the exercise price equal to the fair market value as of the grant date, under our Amended and Restated 1999 Stock Option Plan (“1999 Plan”) on the date on which such director first qualified as an Independent Director, followed by annual stock option grants of 5,000 shares, vesting over four years with a ten year term and with the exercise price equal to the fair market value as of the grant date, on each anniversary date of the 18,750 share grant; and (iii) a stock option grant of 15,000 shares of the Company’s common stock, vesting over five years with a ten year term and with the exercise price of $2.50 above the closing price as of the grant date, under our 1999 Plan on the fifth anniversary date on which a director qualified as an Independent Director. In 2004, Mr. Ballowe and Mr. Smith each received compensation of $20,000 for attendance at Board of Directors meetings, Mr. Brill and Mr. Feldman each received $15,000, and Mr. Brown and Mr. Skilling each received $5,000. Mr. Ballowe received his fifth anniversary stock option grant of 15,000 shares under the 1999 Plan on December 20, 2004. Mr. Smith received an annual stock option grant of 5,000 shares under the 1999 Plan on April 1, 2004. Mr. Brill and Mr. Feldman each received a stock option grant of 18,750 shares under the 1999 Plan on March 31, 2004.

 

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Mr. Brown and Mr. Skilling each received a stock option grant of 18,750 shares under the 1999 Plan on November 1, 2004 and November 19, 2004, respectively.

 

All directors are reimbursed for out-of-pocket expenses incurred in connection with activities as directors, including attendance at Board of Directors and committee meetings.

 

Stockholder Communications with Directors

 

We have established a communication mechanism so that our stockholders can communicate with our directors. Stockholders are welcome to communicate directly to the Board of Directors by contacting director, Chief Executive Officer, and President Mr. Pickett by email at investorrelations@onvia.com with a subject line noting “Stockholder Communications to Michael Pickett” or by writing to Michael D. Pickett, Onvia, Inc., 1260 Mercer Street, Seattle, Washington 98109, ATTN: Stockholder Communications. Mr. Pickett will relay all such stockholder communications to the entire Board of Directors, a Board committee, or an individual director, as deemed appropriate, at the next scheduled Board of Directors or committee meeting. No material action has been taken by the Board of Directors resulting from a stockholder communication.

 

Director Attendance at Annual Stockholders Meetings

 

It is the Company’s policy to invite all directors to attend the Annual Stockholders Meeting each year. Mr. Pickett attended our 2004 Annual Stockholders Meeting and is planning to attend our 2005 Annual Stockholders Meeting.

 

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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth, as of March 1, 2005, certain information with respect to the beneficial ownership of our common stock by (i) each stockholder known by us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors and nominees for director, (iii) the Named Executive Officers identified in the Summary Compensation Table, and (iv) all executive officers and directors as a group.

 

Name of Beneficial Owner(1)


   Number of Shares
Beneficially Owned(2)


   Percent of
Class(3)


 

James F. Adelson (4)

Stephen J. Heyman (4)

Asamara, LLC (4)

Nadel and Gussman (4)

15 East 5th Street, 32nd Floor

Tulsa, OK 74103

   1,376,239    17.58 %

Barry R. Feirstein, (5)

540 Madison Avenue, 15th Floor

New York, NY 10022

   700,000    8.94 %

Diker Value-Tech Fund, LP (6)

Diker GP, LLC (6)

Diker Management, LLC (6)

Charles M. Diker (6)

Mark N. Diker (6)

745 Fifth Avenue, Suite 1409

New York, NY 10151

   639,993    8.18 %

Harvey Hanerfeld (7)

1919 Pennsylvania Avenue NW, Suite 725

Washington, DC 20006

   639,300    8.17 %

Roger L. Feldman, Director (7)

1919 Pennsylvania Avenue NW, Suite 725

Washington, DC 20006

   637,898    8.14 %

Michael D. Pickett, Director, CEO, and President (8)

1260 Mercer Street

Seattle, WA 98109

   486,487    5.94 %

Irvine N. Alpert, Executive Vice President (9)

   56,286    *  

Jeffrey C. Ballowe, Director (10)

1260 Mercer Street

Seattle, WA 98109

   48,439    *  

Matthew S. Rowley, Chief Information Officer (11)

   41,878    *  

Clayton W. Lewis, Former President and Chief Operating Officer

   35,854    *  

Cameron S. Way, Controller and Chief Accounting Officer (12)

   23,771    *  

Steven D. Smith, Director (13)

1260 Mercer Street

Seattle, WA 98109

   17,626    *  

James L. Brill, Director (14)

1260 Mercer Street

Seattle, WA 98109

   16,078    *  

 

8


Name of Beneficial Owner(1)


   Number of Shares
Beneficially Owned(2)


   Percent of
Class(3)


 

D. Van Skilling, Director

1260 Mercer Street

Seattle, WA 98109

   10,000    *  

Robert G. Brown, Director

1260 Mercer Street

Seattle, WA 98109

   6,000    *  

All directors and officers as a group (10 persons) (15)

   1,344,463    16.10 %

 *   Less than 1%
(1)   Except as otherwise indicated, the persons named in this table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and to the information in the footnotes to this table.
(2)   Under the rules of the Securities and Exchange Commission, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options, warrants, or other convertible securities.
(3)   Calculated on the basis of 7,827,672 shares of common stock outstanding as of March 1, 2005, provided that any additional shares of common stock that a stockholder has the right to acquire within 60 days after March 1, 2005 are deemed to be outstanding for the purpose of calculating that stockholder’s beneficial ownership.
(4)   Reflected in Schedule 13G filed on April 12, 2004. Asamara, LLC has sole voting and dispositive power over 1,014,481 shares. Stephen J. Heyman is the managing member of Asamara, LLC. Nadel and Gussman Energy, L.L.C. has sole voting and dispositive power over 361,758 shares. James F. Adelson is the managing member of Nadel and Gussman Energy, L.L.C. Mr. Heyman and Mr. Adelson are reported to have shared voting and dispositive power over 1,379,239 shares.
(5)   Reflected in Schedule 13G/A filed on February 10, 2005.
(6)   Reflected in Schedule 13G/A filed on February 14, 2005. Diker Value-Tech Fund, LP, a limited partnership, beneficially owns 304,104 shares. Diker GP, LLC, is the sole general partner of Diker Value-Tech Fund, LP and beneficially owns 622,623 shares. Diker Management, LLC is the investment manager of Diker-Value Tech Fund, LP, is the investment adviser of separately managed accounts, and beneficially owns 639,993 shares. Charles M. Diker and Mark N. Diker are the managing members of Diker GP, LLC and Diker Management, LLC. and beneficially own 639,993 shares.
(7)   Mr. Hanerfeld and Mr. Feldman are stockholders of West Creek Capital, Inc., which is the general partner of West Creek Capital, L.P., the investment adviser of West Creek Partners Fund L.P., which owns 370,000 shares. Mr. Hanerfeld and Mr. Feldman are voting members of Cumberland Investment Partners, L.L.C., which owns 247,070 shares. Mr. Hanerfeld personally owns 22,230 shares and Mr. Feldman personally owns 14,750 shares, according to Schedule 13G/A filed on February 10, 2005. Mr. Feldman’s beneficial ownership also includes 1,000 shares issuable upon exercise of options granted under the 2000 Directors’ Plan, which will be vested within 60 days of March 1, 2005, and 5,078 shares issuable upon exercise of options granted under the 1999 Plan, which will be vested within 60 days of March 1, 2005.
(8)   Includes 129,509 shares of common stock; 352,978 shares issuable upon exercise of options granted to Mr. Pickett under the 1999 Plan, which will be vested within 60 days of March 1, 2005; and 4,000 shares issuable upon exercise of options granted under the 2000 Directors’ Plan, which will be vested within 60 days of March 1, 2005.
(9)   Includes 4,177 shares of common stock and 52,109 shares issuable upon exercise of options granted to Mr. Alpert under the 1999 Plan, which will be vested within 60 days of March 1, 2005.
(10)   Includes 21,950 shares of common stock; 7,000 shares issuable upon exercise of options granted to Mr. Ballowe under the 2000 Directors’ Plan, which will be vested within 60 days of March 1, 2005; and 19,489 shares issuable upon exercise of options granted under the 1999 Plan, which will be vested within 60 days of March 1, 2005.
(11)   Includes 2,110 shares of common stock and 39,768 shares issuable upon exercise of options granted to Mr. Rowley under the 1999 Plan, which will be vested within 60 days of March 1, 2005.

 

9


(12)   Includes 3,691 shares of common stock and 20,080 shares issuable upon exercise of options granted to Mr. Way under the 1999 Plan, which will be vested within 60 days of March 1, 2005.
(13)   Includes 7,000 shares issuable upon exercise of options granted to Mr. Smith under the 2000 Directors’ Plan, which will be vested within 60 days of March 1, 2005, and 10,626 shares issuable upon exercise of options granted under the 1999 Plan, which will be vested within 60 days of March 1, 2005.
(14)   Includes 10,000 shares of common stock; 1,000 shares issuable upon exercise of options granted to Mr. Brill under the 2000 Directors’ Plan, which will be vested within 60 days of March 1, 2005; and 5,078 shares issuable upon exercise of options granted under the 1999 Plan, which will be vested within 60 days of March 1, 2005.
(15)   Includes 525,206 shares of common stock subject to options exercisable within 60 days of March 1, 2005.

 

EXECUTIVE OFFICERS

 

Michael D. Pickett, age 57, has served as Chief Executive Officer and Chairman of the Board of the Company since April 2001. Mr. Pickett has also served as President of the Company since September 2004.

 

Clayton W. Lewis, age 45, served as President and Chief Operating Officer of the Company from December 2001 until his departure in September 2004. Prior to becoming President and Chief Operating Officer, Mr. Lewis served as Vice President of Marketing from August 2000 to December 2001, Vice President of Business Affiliations from July 1999 to July 2000, and Director of Business Development from March 1999 to June 1999. From October 1995 to June 1998, Mr. Lewis served as Executive Vice President of ETC, a telecommunications company and a subsidiary of Telecommunications, Inc. From December 1989 to October 1995, Mr. Lewis was Senior Vice President of Business Development at RXL Pulitzer, the multimedia division of the Pulitzer Publishing Company. In addition, Mr. Lewis has held a variety of public positions including serving as chief of staff for a member of the United States Congress, and key roles in state government. Mr. Lewis holds a Bachelor of Arts in Business Administration from the University of Washington. Mr. Lewis resigned from Onvia on September 17, 2004. His resignation was not due to any disagreements with the Company’s management or the Board.

 

Irvine N. Alpert, age 53, has served as Executive Vice President of the Company since July 2001. From February 1995 to July 2001, Mr. Alpert was the founder and Chief Executive Officer of ProjectGuides, Inc., an architecture, engineering, and construction market information service, which was acquired by Onvia in June 2001. From 1993 to 1995, Mr. Alpert served as President of RCI Environmental, Inc., a regional construction company. From 1990 to 1993, Mr. Alpert served as Vice President of Sales and Marketing for Hart Crowser, Inc., a regional geotechnical and environmental consulting firm. Mr. Alpert holds a Bachelor of Arts from the University of California, Santa Cruz and a Master of Environmental Planning from the University of California, Berkeley.

 

Matthew S. Rowley, age 41, has served as Chief Information Officer of the Company since July 2001. Prior to becoming Chief Information Officer of the Company, Mr. Rowley served as Vice President of Development from June 2001 to July 2001, Director of Site Development from December 2000 to June 2001, and Development Manager from August 2000 to December 2000. From November 1999 to August 2000, Mr. Rowley served as Director of Electronic Commerce of Hardware.com, Inc., an online source for total home improvement solutions, which was acquired by Onvia in September 2000. From May 1999 to November 1999, Mr. Rowley was Director of Electronic Commerce Operations of Multiple Zones International, a direct reseller of name-brand information technology products and services to small to medium businesses. From December 1997 to May 1999, Mr. Rowley served in a variety of positions and most recently as Program Manager, Internet Electronic Commerce Practice of BEST Consulting, an information technology firm specializing in electronic commerce solutions. From September 1988 to December 1997, Mr. Rowley served in a variety of positions and most recently as Project Manager, Lead Technical Engineer, and Systems Analyst at the Battelle Seattle Research Center and Pacific NW National Laboratory. Mr. Rowley holds a Bachelor of Arts from Seattle Pacific University.

 

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Cameron S. Way, age 33, has served as Chief Accounting Officer and Controller of the Company since January 2003. Prior to becoming Chief Accounting Officer, Mr. Way served as Controller since September 2001, Assistant Controller from December 2000 to September 2001, and finance manager from August 1999 to December 2000. Mr. Way was an audit manager with PricewaterhouseCoopers LLP from January 1999 to August 1999 prior to joining the Company. Mr. Way holds a Bachelor of Arts from Claremont McKenna College.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, our executive officers, and persons who beneficially own more than 10% of our common stock to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC. These people are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

 

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations from certain reporting persons that no other reports were required, we believe that during 2004 all reporting persons complied with all applicable filing requirements.

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

The following table shows the compensation earned by (a) the person who served as our Chief Executive Officer during the fiscal year that ended December 31, 2004; (b) the four other most highly compensated individuals who served as executive officers during the fiscal year ended December 31, 2004 (together, the “Named Executive Officers”); and (c) the compensation received by the Named Executive Officers for the two preceding fiscal years.

 

Summary Compensation Table

 

                    Long-Term
Compensation
Awards


    
     Year

   Annual Compensation

   Securities
Underlying
Options


   All Other
Compensation


Name and Principal Position


      Salary

   Bonus

     

Michael D. Pickett (1)

Chairman of the Board, Chief Executive Officer, and President

   2004
2003
2002
   $
 
 
222,177
177,900
134,475
   $
 
 
4,808
0
143,750
   600,000
0
0
   $
 
 
0
0
52,384

Irvine N. Alpert (2)

Executive Vice President

   2004
2003
2002
    
 
 
180,000
180,000
180,000
    
 
 
3,462
50
0
   100,000
30,000
16,900
    
 
 
74,776
93,965
46,161

Clayton W. Lewis (3)

Former President and Chief Operating Officer

   2004
2003
2002
    
 
 
175,929
220,000
220,000
    
 
 
0
0
12,500
   0
0
87,000
    
 
 
0
0
0

Matthew S. Rowley (4)

Chief Information Officer

   2004
2003
2002
    
 
 
170,000
170,000
170,000
    
 
 
3,269
50
95,625
   60,000
0
24,500
    
 
 
0
0
0

Cameron S. Way (5)

Chief Accounting Officer and Controller

   2004
2003
2002
    
 
 
101,000
100,622
91,000
    
 
 
1,942
0
3,900
   30,000
22,000
0
    
 
 
0
0
0

(1)   Mr. Pickett’s annual salary as of December 31, 2004 was $250,000. Onvia paid Mr. Pickett $4,808 as a company wide one-week bonus to all employees in December 2004. Mr. Pickett’s employment agreement was amended in February 2002, to provide for an annual base salary of $120,000, an annual housing stipend, and a one-time bonus of $125,000 based on achievement of criteria or the occurrence of certain events determined by the Board of Directors, which was paid in June 2002. Mr. Pickett was also paid a bonus of $18,750 in January 2002 based on performance achievement during 2001. Mr. Pickett’s employment agreement was further amended in September 2002, providing for an annual base salary of $177,900. Mr. Pickett’s other compensation consists of housing stipend expenses of $52,384 in 2002 paid by Onvia before Mr. Pickett’s employment agreement was amended in September 2002 to eliminate the housing stipend. Mr. Pickett’s salary was increased to $250,000 in May 2004.
(2)   Mr. Alpert’s annual salary as of December 31, 2004 was $180,000. Onvia paid Mr. Alpert $3,462 as a company wide one-week bonus to all employees in December 2004. Mr. Alpert’s other compensation consists of commissions of $74,776, $93,965, and $46,161 in 2004, 2003, and 2002, respectively, pursuant to his commission agreement with Onvia.
(3)   Mr. Lewis’s annual salary as of September 17, 2004, the date of his termination of employment with the Company, was $220,000. Mr. Lewis received a bonus of $12,500 in January 2002 based on performance achievement during 2001.
(4)  

Mr. Rowley’s annual salary as of December 31, 2004 was $170,000. Onvia paid Mr. Rowley $3,269 as a company wide one-week bonus to all employees in December 2004. In January 2002 Mr. Rowley was paid

 

12


 

a bonus of $85,000 pursuant to his employment agreement with Onvia, and a bonus of $10,625 was paid in 2002 based on performance achievement during 2001.

(5)   Mr. Way’s annual salary as of December 31, 2004 was $101,000. Onvia paid Mr. Way $1,942 as a company wide one-week bonus to all employees in December 2004. Mr. Way received a bonus of $3,900 in January 2002 based on performance achievement during 2001. Mr. Way’s annual salary was increased to $110,000 as of January 26, 2005.

 

Employment Agreements

 

Mr. Pickett and the Company entered into an employment agreement in March 2001 that provided for an annual base salary of $250,000. The employment agreement was subsequently amended in February 2002 to provide for an annual base salary of $120,000, an annual housing stipend, and a one-time bonus of $125,000 based on achievement of criteria or the occurrence of certain events determined by the Board of Directors, which was paid in June 2002. Mr. Pickett’s employment agreement was further amended in September 2002 to provide for an annual base salary of $177,900 and eliminate the housing stipend. Mr. Pickett’s salary was increased to $250,000 in May 2004. Upon termination of Mr. Pickett’s employment by the Company without cause or by Mr. Pickett for good reason, Mr. Pickett will receive a lump sum payment of $250,000 and 12 months of benefits and accelerated vesting of all unvested options granted under the 2000 Directors’ Plan. Upon a change in control transaction, 50% of the then unvested options granted under the 1999 Plan to Mr. Pickett shall vest, and the remaining unvested options shall vest and become exercisable upon termination of Mr. Pickett’s employment by the Company without cause or by Mr. Pickett for good reason within 12 months of a change in control transaction. On November 29, 2004, Onvia granted Mr. Pickett 600,000 stock options with an exercise price of $10.00.

 

Mr. Lewis and the Company entered into an employment agreement in September 2001 that provided for an annual base salary of $200,000. The employment agreement was subsequently amended in February 2002, after Mr. Lewis was designated as President and Chief Operating Officer in December 2001, to increase Mr. Lewis’s annual salary to $220,000 and to provide for a bonus based on achievement of criteria determined by the Board of Directors. Mr. Lewis left the Company on September 17, 2004. No severance payment was paid in connection with Mr. Lewis’s termination of employment.

 

Mr. Alpert and the Company entered into an employment agreement in February 2002 that provided for an annual base salary of $180,000. In addition, Mr. Alpert was granted options to purchase 16,900 shares of the Company’s common stock, with vesting to begin immediately in 48 equal monthly installments, as long as Mr. Alpert is employed by the Company. On January 31, 2003, Mr. Alpert was granted options to purchase 30,000 shares of the Company’s common stock, with vesting to begin immediately in 48 equal monthly installments, as long as Mr. Alpert is employed by the Company. Upon termination of Mr. Alpert’s employment by the Company without cause or by Mr. Alpert for good reason, Mr. Alpert will receive six months base salary, benefits, and accelerated vesting of all unvested options granted under the 1999 Plan. Upon a change in control transaction, 25% of the then unvested options granted to Mr. Alpert shall vest and the remaining unvested options shall vest and become exercisable upon termination of Mr. Alpert’s employment by the Company without cause or by Mr. Alpert for good reason within 12 months of a change in control transaction. Mr. Alpert and the Company also entered into a Commission and Bonus Plan in September 2001, which provides that Mr. Alpert will receive a commission on contracts that Mr. Alpert secures. On November 29, 2004, Onvia granted Mr. Alpert 100,000 stock options with an exercise price of $7.50.

 

Mr. Rowley and the Company entered into an employment agreement in September 2001 that provided for an annual base salary of $170,000, and a performance bonus of $85,000, which was paid in January 2002. In February 2002, Mr. Rowley was granted options to purchase 24,500 shares of the Company’s common stock, with vesting to begin immediately in 48 equal monthly installments, as long as Mr. Rowley is employed by the Company. Upon termination of Mr. Rowley’s employment by the Company without cause or by Mr. Rowley for

 

13


good reason, Mr. Rowley will receive six months base salary, benefits, and accelerated vesting of all unvested options granted under the 1999 Plan. Upon a change in control transaction, 25% of the then unvested options granted to Mr. Rowley shall vest and the remaining unvested options shall vest and become exercisable upon termination of employment by the Company without cause or by Mr. Rowley for good reason within 12 months of a change in control transaction. On November 29, 2004, Onvia granted Mr. Rowley 40,000 stock options. On January 26, 2005, Onvia granted Mr. Rowley 20,000 stock options with an exercise price of $7.50.

 

2004 STOCK OPTION GRANTS

 

The following table provides information with respect to stock options granted to the Named Executive Officers during 2004. In addition, as required by the SEC rules, the table sets forth the hypothetical gains that would exist for the options based on assumed rates of annual compound stock price appreciation during the option term. The exercise price may be paid in cash, in shares of common stock valued at fair market value on the exercise date or through a cashless exercise procedure involving a same-day sale of the purchased shares. No stock appreciation rights were granted to these individuals during the year.

 

The Board of Directors believed that the premium-priced stock options granted to the Named Executive Officers were critical to aligning the interests of such executives with stockholders because the only way premium-priced stock options benefit such executives is if stockholder value increases first. It was the intent of the Compensation Committee to provide incentives to the Named Executive Officers to remain employees of the Company for the long term. The new stock option grant will be Mr. Pickett’s sole incentive compensation package for the foreseeable future.

 

     Number of
Securities
Underlying
Options
Granted (1)


  

% of Total
Options
Granted to
Employees in
Last

Fiscal Year (2)


    Exercise
Price Per
Share


   Expiration
Date


  

Potential Realizable

Value at Assumed

Annual Rate of Stock
Price Appreciation for
Option Term (3)


Name


              5%

   10%

Michael D. Pickett (4)

   600,000    61 %   $ 10.00    11/29/2014    $ 69,261    $ 3,664,284

Irvine N. Alpert (5)

   100,000    10 %     7.50    11/29/2014      261,544      860,714

Matthew S. Rowley (6)

   40,000    4 %     7.50    11/29/2014      104,617      344,286

Cameron S. Way (7)

   30,000    3 %     7.50    11/29/2014      78,463      258,214

(1)   Options vest ratably and become exercisable over a 60 month period. The options have a 10 year term, but are subject to earlier termination in connection with termination of employment. In the event of certain change of control transactions and termination of employment, see “Employment Agreements” section.
(2)   Based on a total of 990,000 option shares granted to employees during 2004 under the 1999 Plan.
(3)   The potential realizable value illustrates value that might be realized upon exercise of the options immediately prior to the expiration of their terms, assuming the specified compounded rates of appreciation of the market price per share on the date of grant to the end of the option term. Actual gains, if any, on stock option exercises are dependent upon a number of factors, including the future performance of the common stock and the timing of option exercises, as well as the optionees’ continued employment throughout the vesting period. There can be no assurance that the amounts reflected in this table will be achieved.
(4)   On November 29, 2004, Mr. Pickett was granted options to purchase 600,000 shares of the Company’s common stock, with an exercise price of $10.00 when the average closing price over the previous 90 business days before the grant date was $5.17, with vesting to begin immediately in 60 equal monthly installments as long as Mr. Pickett is employed by the Company.
(5)   On November 29, 2004, Mr. Alpert was granted options to purchase 100,000 shares of the Company’s common stock, with an exercise price of $7.50 when the average closing price over the previous 90 business days before the grant date was $5.17, with vesting to begin immediately in 60 equal monthly installments as long as Mr. Alpert is employed by the Company.

 

14


(6)   On November 29, 2004, Mr. Rowley was granted options to purchase 40,000 shares of the Company’s common stock, with an exercise price of $7.50 when the average closing price over the previous 90 business days before the grant date was $5.17, with vesting to begin immediately in 60 equal monthly installments as long as Mr. Rowley is employed by the Company. On January 26, 2005, Mr. Rowley was granted options to purchase 20,000 shares of the Company’s common stock with an exercise price of $8.17 (which was $2.50 above the closing price of the stock on such grant date), with vesting to begin immediately in 60 equal monthly installments as long as Mr. Rowley is employed by the Company. The stock option grant on January 26, 2005 does not appear in the above table.
(7)   On November 29, 2004, Mr. Way was granted options to purchase 30,000 shares of the Company’s common stock, with an exercise price of $7.50 when the average closing price over the previous 90 business days before the grant date was $5.17, with vesting to begin immediately in 60 equal monthly installments as long as Mr. Way is employed by the Company.

 

OPTIONS EXERCISED IN 2004, OPTIONS EXERCISEABLE AT FISCAL YEAR END, AND

OPTION VALUES AT FISCAL YEAR END

 

The following table provides certain stock option information with respect to each Named Executive Officer including: the shares acquired on stock option exercises in 2004 and the value realized on such exercises; the number of exercisable (not yet exercised) stock options at fiscal year end and their value; and the number of unexerciseable stock options at fiscal year end and their value. When calculating the value of “in-the-money” stock options, we are calculating the positive difference between the exercise price of a stock option and the market price of the shares subject to such option at the end of the fiscal year. The Company has not granted any stock appreciation rights.

 

     Shares
Acquired on
Option
Exercises


  

Value

Realized on
Exercised
Options


   Number of
Exercisable
Options at
Fiscal Year
End


   Number of
Unexerciseable
Options at
Fiscal Year
End


   Value of
Exercisable
In-The-
Money
Options at
Fiscal Year
End (1)


   Value of
Unexerciseable
In-The-Money
Options at
Fiscal Year
End (1)


Michael D. Pickett

   0    $ 0    316,979    590,000    $ 1,108,297    $ 0

Irvine N. Alpert

   0      0    40,034    121,889      170,351      97,298

Matthew S. Rowley

   0      0    32,775    48,715      126,786      42,179

Cameron S. Way

   0      0    15,829    42,001      60,552      47,944

Clayton W. Lewis (2)

   67,499      262,757    0    0      0      0

(1)   Based on the $6.32 per share closing price of the Company’s common stock on the NASDAQ Stock Market on December 31, 2004, less the exercise price of the options.
(2)   Mr. Lewis terminated his employment with the Company on September 17, 2004.

 

15


EQUITY COMPENSATION PLAN INFORMATION

 

We currently maintain three compensation plans that provide for the issuance of our common stock to officers, directors, employees, and consultants. These consist of the 1999 Plan, the 2000 Directors’ Plan, and the 2000 Employee Stock Purchase Plan (“ESPP”), all of which have been approved by stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the 1999 Plan and 2000 Directors’ Plan as of December 31, 2004. The ESPP has 300,000 shares reserved for purchase, and 261,299 shares available for purchase as of December 31, 2004.

 

Plan category


   Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights


   Weighted average
exercise price of
outstanding options,
warrants and rights


   Number of securities
remaining available
for future issuance


Equity compensation plans approved by security holders

                

Amended and Restated 1999 Stock Option Plan (1)

   1,786,166    $ 6.73    108,402

2000 Directors’ Stock Option Plan

   36,000    $ 71.78    24,000

Acquired Stock Option Plans

   2,111    $ 50.00    —  

Warrants Issued for Acquisitions

   76,043    $ 11.20    —  
    
  

  

Total

   1,900,320    $ 8.19    132,402
    
  

  

(1)   Each year, beginning in 2001 and ending in 2009, on the first day of the year the number of shares reserved for issuance under the 1999 Plan is automatically increased by the lesser of: (i) 320,000 shares; (ii) 4% of our outstanding common stock on the last day of the immediately preceding fiscal year; or (iii) a lesser number as determined by the Board of Directors. On January 1, 2004, the number of shares reserved for issuance under the 1999 Plan was increased by 307,151 shares, which was 4% of the outstanding common stock on December 31, 2003. The figures in the table above do not include the January 1, 2005 increase of 312,795 shares under the 1999 Plan, which was 4% of the outstanding common stock on December 31, 2004.

 

Legal Proceedings

 

During the year ended December 31, 2001, five securities class action suits were filed against Onvia, former executive officers Glenn S. Ballman and Mark T. Calvert, and Onvia’s lead underwriter, Credit Suisse First Boston (CSFB). The suits were filed in the United States District Court for the Southern District of New York on behalf of all persons who acquired securities of Onvia between March 1, 2000 and December 6, 2000. On or around April 19, 2002, these five suits were consolidated, a lead plaintiff was appointed, and the consolidated complaint was filed. The complaint charged defendants with violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (and Rule 10b-5 promulgated thereunder) and Sections 11 and 15 of the Securities Act of 1933, for issuing a Registration Statement and Prospectus that contained material misrepresentations and/or omissions. The complaint alleged that the Registration Statement and Prospectus were false and misleading because they failed to disclose (i) the agreements between CSFB and certain investors to provide them with significant amounts of restricted Onvia shares in the initial public offering (IPO) in exchange for excessive and undisclosed commissions; and (ii) the agreements between CSFB and certain customers under which the underwriters would allocate shares in the IPO to those customers in exchange for the customers’ agreement to purchase Onvia shares in the after-market at predetermined prices. The complaint sought an undisclosed amount of damages, as well as attorneys’ fees. On October 9, 2002, an order of dismissal without prejudice was entered, dismissing former officers Glenn S. Ballman and Mark T. Calvert. In June 2003, Onvia, along with most of the companies named as defendants in this litigation, accepted the proposal negotiated among plaintiffs, underwriters, and issuers. The major points of the settlement are: (1) insurers will provide a $1 billion

 

16


guaranty payable to plaintiffs; (2) companies will assign excess compensation claims against underwriters to plaintiffs; (3) companies will agree not to assert pricing claims or claims for indemnification against the underwriters; (4) companies and their officers and directors will be released from any further litigation relating to these claims; and (5) companies will agree to cooperate in any document discovery. A final settlement agreement has been negotiated, the court has issued preliminary approval subject to one modification relating to a bar order, and we are awaiting final court approval. If the final settlement is approved, Onvia will be released from any future liability under this lawsuit; therefore, we have not made an accrual for a loss contingency related to this suit. We have a $30 million directors and officers liability policy that would cover any award up to $30 million, subject to a $250,000 deductible. Onvia has incurred approximately $125,000 for attorneys’ fees in defense of this suit as of February 15, 2005. According to the terms of the settlement agreement, defense fees incurred after June 1, 2003 will be refunded if the final settlement is approved. Approximately $23,000 of the defense fees incurred to date were incurred after June 1, 2003 and would be refunded to Onvia if the final settlement is approved. In the event that the final settlement agreement is not approved and Onvia is found liable for damages, which we believe is a remote possibility, the $125,000 in attorneys’ fees already incurred would be applied to our deductible and we would be liable for the balance of any additional fees and awards in excess of those already paid up to our $250,000 deductible, and any award in excess of our $30 million liability policy.

 

On February 3, 2005, a lawsuit was filed against Onvia in King County, Washington. The complaint alleged that Onvia had sent an unsolicited facsimile to recipients in violation of the federal Telephone Consumer Protection Act, Washington’s facsimile law, and the Washington Consumer Protection Act. The plaintiff is seeking injunctive relief as well as incidental statutory damages of $500 per facsimile on behalf of the plaintiff and each member of the proposed class who received a facsimile on or about August 23, 2001. We send facsimiles to customers with whom we have an existing business relationship, or to vendors with whom our agency partners have an existing relationship. We believe that we have strong defenses and will defend against this lawsuit aggressively. At this time, the plaintiff class has not been certified.

 

In addition, from time to time the Company is subject to various other legal proceedings that arise in the ordinary course of business. While management believes that the disposition of these matters will not have a material adverse effect on the financial position, results of operations, or cash flows of the Company, the ultimate outcomes are inherently uncertain.

 

17


CERTAIN TRANSACTIONS

 

Loan to Former Officer

 

On April 10, 2000, the Company issued a loan to Kristen M. McLaughlin, Onvia’s former Chief Strategy Officer, for $350,000 at an annual interest rate of six percent. The loan is secured by Ms. McLaughlin’s 45,000 shares of the Company’s common stock and is due on the earlier of the following: (1) April 10, 2005; (2) after a public offering of the Company’s common stock in which the officer is a selling stockholder; or (3) the expiration of any lock-up period imposed by contract or securities laws following an acquisition of the Company. On March 30, 2001, Onvia and Ms. Laughlin entered into a retention agreement whereby Ms. McLaughlin was induced to remain as an employee of the Company in exchange for the note being turned into a nonrecourse loan. Until her termination of employment with Onvia in August 2002, Ms. McLaughlin paid down a portion of her promissory note, leaving approximately $270,954 as of March 1, 2005. On February 22, 2005, during the Company’s open trading window, the Company entered into an arm’s length agreement with Ms. McLaughlin under which the Company will cancel the collateralized shares if the closing price of Onvia’s stock closes at a price at which the fair market value of the collateralized shares would be equivalent to the balance of the note between February 22, 2005 and April 10, 2005, the due date of the note. If Onvia’s stock fails to close at or above this value during this period, the Company will cancel the collateralized shares on April 11, 2005 at the closing price on that date. If the fair market value of the cancelled shares exceeds the balance of the note on the date of cancellation, Onvia will refund the excess value to Ms. McLaughlin. If the value of the shares is below the balance due on the note on the date of cancellation, Onvia will record a loss on the settlement of the note equivalent to the shortfall. Ms. McLaughlin retains the right to pay the balance of the note in cash up to the due date of the note.

 

Indemnification Agreements

 

The Company has entered into indemnification agreements with some of its officers and directors containing provisions that require the Company to indemnify such officers and directors against liabilities that may arise by reason of their status or service as officers or directors, and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. These indemnification agreements do not cover liabilities arising from willful misconduct of a culpable nature.

 

Other Related Party Transactions

 

There were no other related party transactions.

 

Notwithstanding anything to the contrary set forth in any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate future filings, including this Proxy Statement, in whole or in part, the Compensation Committee Report, the Audit Committee Report, and the Stock Performance Graph shall not be deemed to be incorporated by reference into any such filings.

 

COMPENSATION COMMITTEE’S POLICY ON EXECUTIVE COMPENSATION

 

The following describes the compensation policy existing during the fiscal year ended December 31, 2004, applicable to the Company’s executive officers. The Compensation Committee is responsible for establishing and monitoring our general compensation policies and compensation plans, as well as the specific compensation levels for executive officers including the chief executive officer. The Compensation Committee reviews and establishes annual base salary levels, annual cash bonus opportunity levels, and long-term incentive opportunities for each executive officer. The executive officers were not present during, and did not participate in, deliberations or decisions involving their own compensation.

 

18


General Compensation Policy

 

Under the supervision of the Board of Directors, our compensation policy is designed to attract and retain qualified key executives critical to our growth and long-term success. It is the objective of the Board of Directors to have a portion of each executive’s compensation contingent upon our performance as well as upon the individual’s personal performance. Accordingly, each executive officer’s compensation package is comprised of three elements: (i) base salary which reflects individual performance and expertise; (ii) variable bonus awards payable in cash and tied to the achievement of certain performance goals that the Board of Directors establishes from time to time for the Company; and (iii) long-term stock-based incentive awards which are designed to strengthen the mutuality of interests between the executive officers and our stockholders.

 

The summary below describes in more detail the factors that the Board of Directors considers in establishing each of the three primary components of the compensation package provided to the executive officers.

 

Base Salary

 

The level of base salary is established primarily on the basis of the individual’s qualifications and relevant experience, the strategic goals for which he or she has responsibility, the compensation levels at similar companies, and the incentives necessary to attract and retain qualified management. Base salary is reviewed and potentially adjusted each year to take into account the individual’s performance, any changes in responsibility, and to maintain a competitive salary structure. Company performance does not play a significant role in the determination of base salary.

 

Cash-Based Incentive Compensation

 

Cash bonuses are awarded on a discretionary basis to executive officers on the basis of their success in achieving designated individual goals and our success in achieving specific company-wide goals, such as customer satisfaction, revenue growth, and earnings growth.

 

Long-Term Incentive Compensation

 

Our stock option plans provide executives and other key employees with incentive to maximize long-term stockholder value. Awards under this plan by the Board of Directors take the form of stock options designed to give the recipient a significant equity stake and thereby closely align his or her interests with those of our stockholders. Factors considered in making such awards include the individual’s position, his or her performance and responsibilities, and internal comparability considerations. The Board of Directors is not required to adhere strictly to these guidelines and may vary the size of the option grant made to each executive officer where it determines that the circumstances warrant alternative treatment.

 

Each option grant allows the executive officer to acquire shares of common stock at a fixed price per share (the fair market value on the date of grant or above) over a specified period of time (up to 10 years). The options typically vest in periodic installments over a four or five year period, contingent upon the executive officer’s continued employment with Onvia.

 

Compensation of the Chief Executive Officer

 

Michael D. Pickett has served as our Chief Executive Officer since April 2001. His base salary for the fiscal year ended December 31, 2004 was $250,000. Other than a $4,808 company wide one-week bonus paid to Mr. Pickett and the option grant described in the 2004 Option Grants table, no other compensation, bonus, commission, or stipend was paid to Mr. Pickett during 2004. Mr. Pickett’s compensation was determined by the Compensation Committee, which is comprised of all Independent Directors.

 

19


The factors discussed above in “Base Salaries,” “Cash-Based Incentive Compensation,” and “Long-Term Incentive Compensation” were applied in establishing the amount of Mr. Pickett’s base salary, bonus, and stock option grant. Significant factors in establishing Mr. Pickett’s base salary, bonus, and stock option grant were his previous experience as chairman, president, and chief executive officer of a publicly held company; the compensation levels at companies that compete with the Company for business and executive talent; and the Company’s performance.

 

Deductibility of Executive Compensation

 

The Compensation Committee has considered the impact of Section 162(m) of the Internal Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which section disallows a deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the CEO and four other most highly compensated executive officers, respectively, unless such compensation meets the requirements for the “performance-based” exception to Section 162(m). As the cash compensation paid by the Company to each of its executive officers is expected to be below $1 million and the Compensation Committee believes that options granted under the 1999 Plan to such officers will meet the requirements for qualifying as performance-based, the Compensation Committee believes that Section 162(m) will not affect the tax deductions available to the Company with respect to the compensation of its executive officers. It is the Compensation Committee’s policy to qualify, to the extent reasonable, its executive officers’ compensation for deductibility under applicable tax law. However, the Company may from time to time pay compensation to its executive officers that may not be deductible.

 

At the end of 2004 the Compensation Committee of the Board of Directors of the Company consisted of the following:

 

Jeffrey C. Ballowe, Chair

Roger L. Feldman

D. Van Skilling

 

In March 2004, Mr. Feldman and Mr. Brill replaced resigning directors Nancy J. Schoendorf and Kenneth A. Fox, respectively, on the Compensation Committee. In November 2004, Mr. Skilling replaced Mr. Brill. No member of the Compensation Committee or executive officer of the Company has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity.

 

20


AUDIT COMMITTEE REPORT

 

The Audit Committee of the Board of Directors is composed of three Independent Directors and operates under a written charter adopted by the Board of Directors in March 2004. Until March 2004 the Audit Committee was composed of Nancy J. Schoendorf, Jeffrey C. Ballowe, and Steven D. Smith. In March 2004, James L. Brill replaced resigning director Nancy J. Schoendorf on the Audit Committee. In November 2004 Mr. Brown replaced Mr. Ballowe. Each of the 2004 and current members of the Audit Committee is an Independent Director.

 

The Audit Committee recommends to the Board of Directors the selection of an accounting firm to be engaged as our independent auditors. The independent auditors are responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Accounting Oversight Board (United States) and to issue a report thereon. Management is responsible for our internal controls and the financial reporting process. The Audit Committee is responsible for monitoring and overseeing these processes.

 

The Audit Committee held five meetings during 2004. The meetings were designed to facilitate and encourage communications between the Audit Committee, management, and our independent registered public accounting firm, Deloitte & Touche LLP. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee reviewed and discussed the audited consolidated financial statements for fiscal year 2004 with management and the independent auditors.

 

The Audit Committee discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as amended.

 

The Audit Committee has received and reviewed the written disclosures and the letter from the independent auditors, Deloitte & Touche LLP as required by Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees. Additionally, the Audit Committee has discussed with Deloitte & Touche LLP the issue of its independence from the Company.

 

Based on its review of the audited consolidated financial statements and the various discussions noted above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

 

At the end of 2004 the Audit Committee of the Board of Directors of the Company consisted of the following:

 

James L. Brill, Chair

Robert G. Brown

Steven D. Smith

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

 

Deloitte & Touche LLP served as our independent registered public accounting firm in 2004 and 2003. Audit and audit-related fees aggregated $168,213 and $154,168 for the years ended December 31, 2004 and 2003, respectively and were composed of the following:

 

Audit Fees

 

The aggregate fees billed for the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2004 and 2003 and for reviews of the Company’s financial statements included in the Company’s quarterly reports on Form 10-Q were $141,969 and $128,264, respectively.

 

21


Audit-Related Fees

 

The aggregate fees billed for audit related services for the fiscal years ended December 31, 2004 and 2003 were $3,465 and $2,480, respectively. These fees relate to services in conjunction with consultation on internal controls including Sarbanes-Oxley Section 404 for the fiscal year ended December 31, 2004 and the external review of audit working papers for the fiscal year ended December 31, 2003.

 

Tax Fees

 

The aggregate fees billed for tax services for the fiscal years ended December 31, 2004 and 2003 were $22,779 and $23,424, respectively. These fees relate to various tax compliance and consulting services for the fiscal years ended December 31, 2004 and 2003.

 

All Other Fees

 

There were no other fees that are not included above for the fiscal years ended December 31, 2004 and 2003.

 

The Audit Committee’s charter provides that it shall pre-approve all audit and non-audit services. Our Audit Committee pre-approved all services provided by our auditor in 2004. The Audit Committee of the Board of Directors has considered the role of Deloitte & Touche LLP in providing non-audit services to the Company and has concluded that such services are compatible with Deloitte & Touche LLP’s independence as our auditors.

 

Representatives of Deloitte & Touche LLP will be present at the Annual Stockholders Meeting and available to answer questions.

 

22


STOCK PERFORMANCE GRAPH

 

The following graph compares the cumulative total stockholder return data for our common stock since March 1, 2000 (the date of our initial public offering) to the cumulative return over such period of the NASDAQ National Market Composite Index and the Inter@Active Week Internet Index. The graph assumes that $100 was invested on March 1, 2000, in our common stock and in each of the comparative indices. The graph further assumes that such amount was initially invested in our common stock at a per share opening price of $210.00, the reverse split adjusted price on the date of our initial public offering. The stock price performance on the following graph is not necessarily indicative of future stock price performance.

 

LOGO

 

*Assumes $100 invested on March 1, 2000 in stock or index, including reinvestment of dividends.

 

     3/01/00

   12/31/00

   12/31/01

   12/31/02

   12/31/03

   12/31/04

Onvia

   $ 100    $ 4.02    $ 2.57    $ 1.21    $ 2.21    $ 3.01

AMEX Inter@Active Week Internet Index

     100      43.62      22.77      12.95      22.42      27.11

NASDAQ Composite Index

     100      51.64      40.77      27.92      41.88      45.47

 

23


TRANSACTION OF OTHER BUSINESS

 

As of the date of this Proxy Statement, the Board of Directors does not know of any business to be considered at the 2005 Annual Stockholders Meeting other than the proposal described in this Proxy Statement. If any other matter or matters are properly brought before the meeting, or any adjournment or postponement of the meeting, it is the intention of the person named in the accompanying form of proxy to vote the proxy on such matters in accordance with his or her best judgment.

 

STOCKHOLDER PROPOSALS TO BE PRESENTED

AT NEXT ANNUAL STOCKHOLDERS MEETING

 

A stockholder proposal must be addressed to the Secretary and received at the principal executive offices at 1260 Mercer Street, Seattle, Washington 98109 by the close of business on December 6, 2005 to be considered for inclusion in the proxy materials for the Company’s 2006 Annual Stockholders Meeting.

 

For business to be brought before the Annual Stockholders Meeting by a stockholder, other than those proposals included in the proxy materials, the Company’s Bylaws provide that notice of such business must be received at the Company’s principal executive offices not less than 90 nor more than 120 days prior to the first anniversary of the previous year’s Annual Stockholders Meeting. The notice must specify the stockholder’s name, address, number of shares of the Company beneficially owned, a description of the desired business to be brought before the Annual Stockholders Meeting, and the reasons for conducting such business at the Annual Stockholders Meeting.

 

By order of the Board of Directors,

LOGO

Michael D. Pickett

Chairman of the Board, Chief Executive Officer,

and President

 

April 8, 2005

Seattle, Washington

 

24


 

ONVIA, INC.

 

PROXY FOR ANNUAL STOCKHOLDERS MEETING

To Be Held On May 6, 2005

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ONVIA, INC.

 

The undersigned hereby appoints Michael D. Pickett as proxy for the undersigned, with full powers of substitution, with all the powers the undersigned would possess if personally present, to vote the stock of the undersigned in ONVIA, INC. at the Annual Stockholders Meeting to be held on May 6, 2005 at 1:00 p.m. local time, at Onvia’s executive offices at 1260 Mercer Street, Seattle, Washington 98109, and any adjournment or postponements thereof with all powers the undersigned would possess if personally present. The undersigned hereby revokes any proxy previously given with respect to such stock.

 

This proxy, if properly executed, will be voted in accordance with the instructions given. Unless revoked or otherwise instructed, the shares represented by this proxy will be voted “FOR the director nominees” in item 1 and will be voted in accordance with the discretion of the proxies upon all other matters which may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors at present knows of no other matters to be brought before the meeting. PLEASE DATE AND MAIL IN THE ENCLOSED POSTAGE-PAID ENVELOPE, OR VOTE BY INTERNET OR TELEPHONE.

 

(Continued and to be signed on other side)

 

 


 

ONVIA, INC.

 

Two New Ways to Vote

VOTE BY INTERNET OR TELEPHONE

24 Hours a Day – 7 Days a Week

It’s Fast and Convenient

 

INTERNET

www.proxyvoting.com/onvi

 

TELEPHONE

1-888-426-7035

  MAIL

1. Go to the website listed above

2. Have your proxy card ready

3. Enter your Control Number located above your name and address

4. Follow the simple instructions on the website

 

1. Use any touch-tone telephone

2. Have your proxy card ready

3. Enter your Control Number above your name and address

4. Follow the simple recorded instructions

 

1. Mark, sign, and date your proxy card

2. Detach your proxy card

3. Return your proxy card in the postage paid envelope provided

 

 

Detach proxy card here if you are voting by mail.

 

Ú    DETACH PROXY CARD HERE    Ú

 

Please Detach Here

Ú    You Must Detach This Portion of the Proxy Card    Ú

Before Returning it in the Enclosed Envelope

 

Please mark your votes as in this example: x

 

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THIS PROXY. IF THIS PROXY IS EXECUTED BUT NO SPECIFICATION IS MADE, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR AND OTHERWISE IN THE DISCRETION OF THE PERSON NAMED AS PROXY ON ALL OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.

 

1.   To elect as directors the two (2) nominees set forth below:

 

¨    FOR all the nominees listed below
(except as marked to the contrary
below)
  ¨  

WITHHOLD AUTHORITY to vote

for all nominees listed below.

Instruction:     To withhold authority to vote for any individual nominee,
                    strike a line through the nominee’s name in the list below:
     01. Michael D. Pickett   02. Roger L. Feldman

 

2. In his discretion, the proxy is authorized to vote upon such other business as may properly come before the meeting.

 

Please vote, date, and sign below, and promptly return in the enclosed envelope.

                                                                                           

Signature

Date:                                                                           

                                                                                  

Signature

Date:                                                                           

 

NOTE: Please sign exactly as the name appears stenciled on this proxy. When signing as attorney, executors, administrators, trustee, or guardian, please set forth your full title. If the stockholder is a corporation, the signature should be that of an authorized officer who should indicate his or her title.

 

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