Audit Committee
|
|
|
|
Number of Members:
|
|
Three
|
|
|
|
Current Members:
|
|
Randall A. Hughes, Richard Okumoto and
Richard C. Yonker
|
|
|
|
Number of Meetings in 2007:
|
|
Six
|
|
|
|
Functions:
|
|
The Audit Committees
primary functions are to assist the Board of Directors in fulfilling its
oversight responsibilities relating to the Companys financial statements,
system of internal controls, and auditing, accounting and financial
reporting processes.
Other specific duties and
responsibilities of the Audit Committee are to appoint, compensate,
evaluate and, when appropriate, replace the Companys independent
registered public accounting firm; review and pre-approve audit and
permissible non-audit services; review the scope of the annual audit;
monitor the independent registered public accounting firms relationship
with the Company; and meet with the independent registered public
accounting firm and management to discuss and review the Companys
financial statements, internal controls, and auditing, accounting and
financial reporting processes.
|
|
|
|
Nominating and
Corporate Governance Committee
|
|
|
|
Number of Members
|
|
Three
|
|
|
|
Current Members:
|
|
Gregg Adkin, Matthew Raggett and Richard C.
Yonker
|
|
|
|
Number of Meetings in 2007:
|
|
Two
|
|
|
|
Functions:
|
|
The Nominating and
Corporate Governance Committees primary functions are to identify
qualified individuals to become members of the Board of Directors and
determine the composition of the Board and its committees. Other specific
duties and responsibilities are to recommend nominees to fill vacancies on
the Board, investigate suggestions for candidates for membership on the
Board, and monitor compliance with Board and Board committee membership
criteria.
|
Prior to
each annual meeting of stockholders, the Nominating and Corporate Governance
Committee identifies nominees first by evaluating the current directors whose
term will expire at the annual meeting and who are willing to continue in
service. These candidates are evaluated based on the criteria described above,
including as demonstrated by the candidates prior service as a director, and
the needs of the Board with respect to the particular talents and experience of
its directors. In the event that a director does not wish to continue in
service, the Nominating and Corporate Governance Committee determines not to
re-nominate the Director, or a vacancy is created on the Board as a result of a
resignation, an increase in the size of the board or other event, the Committee
will consider various candidates for Board membership, including those suggested
by the Committee members, by other Board members, by any executive search firm
engaged by the Committee and by stockholders. The Committee recommended all of
the nominees for election included in this Proxy Statement. All of the nominees
are members of the Board standing for re-election as directors
A
stockholder who wishes to suggest a prospective nominee for the Board should
notify the Secretary of the Company or any member of the Committee in writing
with any supporting material the stockholder considers appropriate. In addition,
the Companys Bylaws contain provisions that address the process by which a
stockholder may nominate an individual to stand for election to the Board of
Directors at the Companys Annual Meeting of Stockholders. In order to nominate
a candidate for director, a stockholder must give timely notice in writing to
the Secretary of the Company and otherwise comply with the provisions of the
Companys Bylaws. To be timely, the Companys Bylaws provide that the Company
must have received the stockholders notice not less than 60 days nor more than
90 days prior to the scheduled date of the meeting. However, if notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders less than 75 days prior to the meeting date, the Company must
receive the stockholders notice by the earlier of (i) the close of business on
the 15th day after the earlier of the day the Company mailed notice of the
annual meeting date or provided public disclosure of the meeting date and (ii)
two days prior to the scheduled date of the annual meeting. Information required
by the Bylaws to be in the notice includes the name and contact information for
the candidate and the person making the nomination and other information about
the nominee that must be disclosed in proxy solicitations under Section 14 of
the Securities Exchange Act of 1934 and the related rules and regulations under
that Section.
Stockholder nominations must be made in accordance with the procedures
outlined in, and include the information required by, the Companys Bylaws and
must be addressed to: Secretary, LogicVision, Inc., 25 Metro Drive, Third Floor,
San Jose, California 95110. You can obtain a copy of the Companys Bylaws by
writing to the Secretary at this address.
Stockholder Communications with the
Board of Directors
If you
wish to communicate with the Board of Directors, you may send your communication
in writing to: Secretary, LogicVision, Inc., 25 Metro Drive, Third Floor, San
Jose, California 95110. You must include your name and address in the written
communication and indicate whether you are a stockholder of the Company. The
Secretary will review any communication received from a stockholder, and all
material communications from stockholders will be forwarded to the appropriate
director or directors or committee of the Board based on the subject
matter.
Compensation of Directors
The
Companys non-employee directors each receive a cash retainer of $10,000 per
year, payable in equal quarterly installments. The Chairman of the Board
receives an additional cash retainer of $10,000 per year, payable in equal
quarterly installments. The Chair of the Audit Committee receives an additional
cash retainer of $5,000 per year, payable in equal quarterly installments, and
the Chairs of the other Committees of the Board of Directors receive an
additional cash retainer of $2,000 per year, payable in equal quarterly
installments. In addition, the Company reimburses directors for reasonable
expenses in connection with attendance at meetings of the Board of Directors and
committee meetings. Directors who are employees of the Company do not receive
any cash compensation for their services as directors.
7
In addition
to cash compensation for services as a member of the Board, under the Companys
2000 Stock Incentive Plan, directors who are not employees also receive an
initial grant of an option to purchase 8,000 shares of Common Stock at the fair
market value of the Common Stock on the date of grant, which vests in two equal
annual
installments on each of the first two anniversaries of the date of
grant, or, if earlier, immediately prior to the next two regular annual meetings
of the Companys stockholders following the date of grant. On the first business
day following each regular annual meeting of the Companys stockholders after
appointment or election to the Board, each non-employee director receives an
option to purchase 4,000 shares of Common Stock at the fair market value of the
Common Stock on the date of grant, which vests in full on the first anniversary
of the date of grant, or if earlier, immediately prior to the next regular
annual meeting of the Companys stockholders following the date of grant. Each
non-employee director who is not initially elected at a regular annual meeting
of stockholders receives an option to purchase a pro rata portion of 4,000
shares based on the number of full months remaining from the date of election
until the next regular annual meeting, which vests in full immediately prior to
the next regular annual meeting of the Companys stockholders following the date
of grant. Each director option that has been outstanding at least six months
will vest in full upon a change in control.
The table below shows the compensation
paid to each non-employee director for their service in 2007.
2007 Director
Compensation
Director
|
|
Fees Earned or Paid in Cash ($)
|
|
Option Awards ($) (1) (2)
|
|
Total ($)
|
Gregg E. Adkin
|
|
20,000
|
|
7,074
|
|
27,074
|
Randall A.
Hughes
|
|
10,000
|
|
7,074
|
|
17,074
|
Richard Okumoto
|
|
9,375
|
|
4,945
|
|
14,320
|
Matthew
Raggett
|
|
12,000
|
|
7,074
|
|
19,074
|
Richard C. Yonker
|
|
13,125
|
|
7,074
|
|
20,199
|
____________________
(1)
|
|
Amounts
listed in this column represent the compensation expense of option awards
recognized by the Company under Statement of Financial Accounting
Standards No. 123 (revised 2004) (FAS 123R) for the 2007 fiscal year,
rather than amounts paid to or realized by a named individual, and
includes expense recognized for awards granted prior to 2007. Please refer
to Note 9 to our consolidated financial statements in our 2007 Annual
Report on Form 10-K for the underlying assumptions for this expense. There
can be no assurance the options will be exercised (in which case no value
will be realized by the individual) or that the value on exercise will
approximate the compensation expense recognized by the
Company.
|
|
|
|
(3)
|
|
The
following table provides the number of shares of Common Stock subject to
outstanding options held at December 31, 2007 for each director, as
applicable (as adjusted for a 1-for 2.5 reverse split of the Companys
Common Stock effected on March 12,
2008):
|
|
|
Number of Shares
Underlying
|
Name
|
|
Unexercised Options
|
Gregg E. Adkin
|
|
22,000
|
Randall A.
Hughes
|
|
23,000
|
Richard Okumoto
|
|
12,000
|
Matthew
Raggett
|
|
23,000
|
Richard C. Yonker
|
|
20,000
|
8
EXECUTIVE COMPENSATION
The
Summary Compensation Table and the tables that follow provide compensation
information for James T. Healy, as President and Chief Executive Officer, and
the two most highly compensated executive officers of the Company who were
serving as executive officers at the end of 2007, which in 2007 were Bruce M.
Jaffe and Ronald H. Mabry.
Summary Compensation
Table
|
|
|
|
|
|
Option
|
|
Non-Equity
Incentive Plan
|
|
All
Other
|
|
|
Name and Principal
Position
|
|
Year
|
|
Salary ($)
|
|
Awards ($) (1)
|
|
Compensation ($) (2)
|
|
Compensation ($)
(3)
|
|
Total ($)
|
James T. Healy
|
|
2007
|
|
300,000
|
|
143,994
|
|
80,000
|
|
12,000
|
|
535,994
|
President and Chief Executive
|
|
2006
|
|
300,000
|
|
28,432
|
|
-
|
|
12,000
|
|
340,432
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bruce M. Jaffe
|
|
2007
|
|
234,310
|
|
69,387
|
|
48,000
|
|
-
|
|
351,697
|
Vice President, Finance and Chief
|
|
2006
|
|
210,000
|
|
26,061
|
|
-
|
|
-
|
|
236,061
|
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald H. Mabry
|
|
2007
|
|
254,148
|
|
87,135
|
|
24,000
|
|
7,200
|
|
372,483
|
Vice President, Field Operations &
|
|
2006
|
|
234,438
|
|
14,216
|
|
-
|
|
7,200
|
|
255,854
|
Applications Engineering
|
|
|
|
|
|
|
|
|
|
|
|
|
____________________
(1)
|
|
Amounts listed in this column
represent the compensation expense of option awards recognized by the
Company under FAS 123R for the corresponding fiscal year, rather than
amounts paid to or realized by a named individual, and includes expense
recognized for awards granted prior to such year. Please refer to Note 9
to our consolidated financial statements in our 2007 Annual Report on Form
10-K and 2006 Annual Report on Form 10-K for the underlying assumptions
for this expense. There can be no assurance the options will be exercised
(in which case no value will be realized by the individual) or that the
value on exercise will approximate the compensation expense recognized by
the Company.
|
|
|
|
(2)
|
|
Amounts listed in this column
represent bonuses paid under the annual incentive compensation plan for
2007. These amounts are not reported in the Bonus column because the award
is tied to corporate performance goals.
|
|
(3)
|
|
Represents payments made with
respect of an auto allowance.
|
Salary
The
annual salaries of the named executive officers are reflected under the Salary
column of the Summary Compensation Table. The Compensation Committee reviews
salaries on an annual basis, and may recommend to the independent members of the
Board of Directors adjustments to each executive officers salary from time to
time based on the individuals contributions and responsibilities on a
case-by-case basis.
Incentive
Compensation
All named executive officers received a
bonus under our cash bonus plan for the 2007 fiscal year. This bonus is
reflected under the Non-Equity Incentive Plan Compensation column of the Summary
Compensation Table because the bonus is tied to the corporate performance of the
Company. Under the cash bonus plan for the 2007 fiscal year, which was based
upon both qualitative and quantitative goals, bonuses to executive officers were
based upon the achievement of specified targets relating to bookings, revenues,
net income/net loss, net end-of-period cash and qualitative objectives. The
independent members of the Board of Directors, taking into account the
recommendations of the Compensation Committee of the Board of Directors,
approved the 2007 cash bonus plan. Achievement of each of the target objectives
for bookings, revenues, net income/net loss, and net end-of-period cash would
have resulted in payment of up to 20% of the target bonus, provided that the
Company met or exceeded minimum threshold targets of bookings, revenues, net
income/net loss, and net end-of-period cash. Executive officers were eligible to
receive 120% of their target bonuses if the Company met or exceeded the highest
threshold targets for bookings, revenues, net income/net loss, net end-of-period
cash and qualitative objectives. 2007 target bonuses for the named executive
officers were as follows: $100,000 for James T. Healy, President and Chief
Executive Officer, $60,000 for Bruce M. Jaffe, Vice President of Finance and
Chief Financial Officer, and $24,000 for Ronald H. Mabry, Vice President of
Field Operations and Applications Engineering.
9
Stock Option Awards
In 2007,
all named executive officers received grants of options to purchase Common
Stock. The exercise price was the fair market value of the Companys Common
Stock on the grant date. Although these awards will generally vest and become
exercisable over a four-year period, the amounts disclosed in the Option Awards
column of the Summary Compensation Table attributable to the 2007 awards reflect
the portion of these awards expensed by the Company in the 2007 fiscal year
under FAS 123R. The balance of the amount set forth in the Option Awards column
is attributable to the amounts expensed by the Company in the 2007 fiscal year
for outstanding stock option awards from previous years under FAS
123R.
The
amounts, if any, actually realized by the named executive officers for the 2007
awards will vary depending on the vesting of the award and the price of the
Companys Common Stock in relation to the exercise price at the time of
exercise. Detail regarding the number of exercisable and unexercisable options
held by each named executive officer at year-end is set forth in the Outstanding
Equity Awards at Fiscal Year-End Table below.
On March
8, 2007, the Company completed an exchange offer with its eligible employees,
including its executive officers, to exchange some or all of their outstanding
stock options to purchase Common Stock with an exercise price greater than $3.70
per share (as adjusted for a 1-for 2.5 reverse split of the Companys Common
Stock effected on March 12, 2008) for replacement options. Each of our executive
officers exchanged all of their eligible options for replacement options. The
exchange ratio applicable to our executive officers was one-for-1.25. The
exercise price per share of each replacement option granted was $2.50 and each
replacement option has a one year vesting period, one-half of which vested on
the date that was six months after the replacement options issuance date and
the remainder vesting in equal monthly installments over the next six months.
Employment Contracts, Termination of
Employment and Change-in-Control Arrangements
In 2003,
the Compensation Committee recommended, and the Board of Directors approved, the
amendment of the outstanding stock option agreements then in effect and the form
of stock option agreement used under the Companys 2000 Stock Incentive Plan to
provide for acceleration of vesting in full in certain circumstances following a
change in control of the Company. Because the amendment applied to all
outstanding stock option agreements and the form of stock option agreement, the
provision regarding acceleration of vesting applies to options that are held by,
or may be issued to, the named executive officers.
In
February 2006, the Company entered into Change of Control Severance Agreements
with each of James T. Healy, Bruce M. Jaffe and Ronald H. Mabry. These
agreements were approved by the independent members of the Board. Each agreement
provides that in the event of an involuntary termination of the executive within
three months before or twelve months after a change of control of the Company,
he will be entitled to (i) a cash payment equal to 150% of his annual base
salary as of the termination date, (ii) a cash payment equal to 150% of the his
target bonus and target commission for the year in which he is terminated, (iii)
the immediate acceleration of vesting and exercisability of his outstanding
options to acquire the Companys Common Stock and (iv) reimbursement of his and
his eligible dependents health insurance premiums for up to twelve months from
the date of termination. Each of the executives has agreed not to solicit
employees of the Company for a period of 18 months following any termination of
employment giving rise to severance payments, and not to compete with the
Company for the period during which they receive severance payments. If,
however, a change of control occurs and the consideration per share of Company
Common Stock as a result of the change of control is less than $3.30, then the
percentages relating to cash payments will be reduced to 50% and the
non-solicitation period will be reduced to six months. Under these agreements, a
change of control includes a merger or consolidation involving the Company in
which the Companys stockholders immediately prior to such merger or
consolidation own 50% or less of the voting power of the surviving entitys
voting securities, sale of all or substantially all of the Companys assets, the
approval by the Companys stockholders of a plan of complete liquidation or
dissolution, and the acquisition by a person or related group of persons of 50%
or more of the voting power of the Companys voting securities.
10
2007 Outstanding Equity Awards At Fiscal Year-End
|
|
|
|
|
|
Option
Awards
(1)
|
|
|
|
|
Number of Securities
|
|
Number of Securities
|
|
|
|
|
|
|
Underlying Unexercised
|
|
Underlying Options (#)
|
|
|
|
|
Name
|
|
Options (#) Exercisable
|
|
Un-Exercisable
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
James T. Healy
|
|
4,000
|
|
12,000
|
|
2.68
|
|
|
2/2/2017
|
|
|
|
97,778
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
64,000
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
8,000
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
20,000
|
|
20,000
|
|
3.30
|
|
|
2/16/2016
|
|
|
|
14,222
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
Bruce M. Jaffe
|
|
10,000
|
|
10,000
|
|
3.30
|
|
|
2/15/2016
|
|
|
|
17,600
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
2,556
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
14,000
|
|
42,000
|
|
2.68
|
|
|
2/2/2017
|
|
|
|
13,444
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
48,000
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
Ronald H. Mabry
|
|
25,600
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
14,000
|
|
42,000
|
|
2.68
|
|
|
2/2/2017
|
|
|
|
10,000
|
|
10,000
|
|
3.30
|
|
|
2/15/2016
|
|
|
|
12,800
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
21,908
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
|
|
19,692
|
|
-
|
|
2.50
|
|
|
3/8/2017
|
|
____________________
(1)
|
|
The number of shares
and the exercise price for each option listed in this table has been
adjusted to reflect a 1-for 2.5 reverse split of the Companys Common
Stock effected on March 12, 2008.
|
|
|
|
(2)
|
|
Except as otherwise
noted in note (3), all options listed in this table become exercisable as
to 25% of the shares on the first anniversary of the grant date, with the
remaining shares vesting ratably each six-month period thereafter over the
following three years. Except as otherwise noted, the options have a term
of ten years, subject to earlier termination in certain events relating to
termination of employment. Vesting of the options is subject to
acceleration under the circumstances described under Employment
Contracts, Termination of Employment and Change-in-Control
Arrangements.
|
|
(3)
|
|
On March 8, 2007, the
Company completed an exchange offer with its eligible employees, including
its executive officers, to exchange some or all of their outstanding stock
options to purchase Common Stock that had an exercise price greater
than $3.70 per share (as adjusted for a 1-for 2.5 reverse split of the
Companys Common Stock effected on March 12, 2008) for replacement
options. Each of our executive officers exchanged all of their eligible
options for replacement options. The exchange ratio applicable to our
executive officers was one-for-1.25. The exercise price per share of each
replacement option granted was $2.50 and each replacement option has a one
year vesting period, one-half of which vested on the date that was six
months after the replacement options issuance date and the remainder
vesting in equal monthly installments over the next six months. Each
replacement option has an expiration term of ten years. Options that did
not have an exercise price greater than $3.70 per share were not eligible
for exchange, and such options vest as to 25% of the shares on the first
anniversary of the grant date, with the remaining shares vesting ratably
each six-month period thereafter over the following three
years.
|
11
REPORT OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS
The Audit
Committee operates under a written charter adopted by the Board of Directors and
the Audit Committee on August 3, 2000 and amended on January 22, 2004. The
members of the Audit Committee are Randall A. Hughes, Richard Okumoto and
Richard C. Yonker, each of whom meets the independence standards established by
The NASDAQ Stock Market.
The Audit
Committee oversees the Companys financial reporting process on behalf of the
Board of Directors and is responsible for providing independent, objective
oversight of the Companys accounting functions and internal control over
financial reporting. It is not the duty of the Audit Committee to plan or
conduct audits or to determine that the Companys financial statements are
complete and accurate and are in accordance with generally accepted accounting
principles. Management is responsible for the Companys financial statements and
the reporting process, including the system of internal control over financial
reporting. The independent registered public accounting firm is responsible in
their report for expressing an opinion on the conformity of those financial
statements with generally accepted accounting principles.
The Audit
Committee has reviewed and discussed the Companys audited financial statements
contained in the 2007 Annual Report on Form 10-K with the Companys management
and its independent registered public accounting firm. The Audit Committee met
with the independent registered public accounting firm and discussed issues
deemed significant by the independent registered public accounting firm,
including those matters required by Statement on Auditing Standards No. 61
(Codification of Statements on Auditing Standards). In addition, the Audit
Committee has received the written disclosures from the independent registered
public accounting firm required by Independence Standards Board Standard No. 1
(Independence Discussions with the Audit Committees) and discussed with the
independent registered public accounting firm their independence from the
Company.
Based
upon the reviews and discussions outlined above, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included in
the Companys Annual Report on Form 10-K for the year ended December 31, 2007,
for filing with the Securities and Exchange Commission.
|
Audit Committee
|
|
|
|
Randall A. Hughes
|
|
Richard Okumoto
|
|
Richard C. Yonker
|
12
PROPOSAL 2
RATIFICATION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit
Committee of the Board of Directors has appointed the firm of Burr, Pilger &
Mayer LLP as the Companys independent registered public accounting firm for the
fiscal year ending December 31, 2008. Burr, Pilger & Mayer LLP replaced
PricewaterhouseCoopers LLP as the Companys independent registered public
accounting firm on June 15, 2006, and served as the Companys independent
registered public accounting firm with respect to the audit of our financial
statements for the fiscal years ended December 31, 2006 and 2007.
Representatives of Burr, Pilger & Mayer LLP are expected to be present at
the Annual Meeting. They will have an opportunity to make a statement, if they
desire to do so, and will be available to respond to appropriate questions.
Although stockholder ratification of the Companys independent registered public
accounting firm is not required by the Companys Bylaws or otherwise, the
Company is submitting the selection of Burr, Pilger & Mayer LLP to its
stockholders for ratification to permit stockholders to participate in this
important corporate decision.
Principal Accountant Fees and
Services
The
following table presents fees for professional audit services rendered by the
Companys independent registered public accounts for the audit of its annual
financial statements for 2007 and 2006, and fees billed for other services
rendered by its independent registered public accounts.
|
|
Year Ended December 31,
|
|
|
2007
|
|
2006
|
|
|
(in
thousands)
|
Audit
Fees
|
|
$
181
|
|
$
250
(1)
|
Audit-Related
Fees
|
|
3
|
|
5
|
Tax
Fees
|
|
-
|
|
25
|
All Other
Fees
|
|
18
|
|
4
|
Total
|
|
$
202
|
|
$
284
|
____________________
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(1)
|
|
Includes $154,100 fees paid to PricewaterhouseCoopers
LLP, and includes $95,719 to our current independent registered public
accounting firm, Burr, Pilger & Mayer LLP.
|
Audit
Fees consist of fees billed for professional services rendered for the audit of
the Companys consolidated financial statements and the review of the Companys
interim consolidated financial statements included in quarterly reports and
services that are normally provided by the Companys independent registered
public accounting firm in connection with statutory and regulatory filings or
engagements.
Audit-Related Fees consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of the Companys consolidated financial statements and are not reported under
Audit Fees.
Tax Fees
consist of fees billed for professional services rendered for tax advice,
planning and compliance (domestic and international). These services include the
preparation and review of income tax returns, and international returns, and
assistance regarding transfer pricing, federal, state and international tax
compliance, and international tax planning.
All Other
Fees consist of fees for products and services other than the services described
above, including subscription to online services and attendance at training
classes.
Pre-Approval Policies and
Procedures
It is the
Companys policy that all audit and non-audit services to be performed by
LogicVisions independent registered accounting firm be approved in advance by
the Audit Committee. All of the services provided in 2007 were pre-approved.
13
Required Vote
Ratification will require the affirmative vote of a majority of the
shares present and voting at the Annual Meeting in person or by proxy and
entitled to vote. In the event ratification is not obtained, the Audit Committee
will review its future selection of the Companys independent registered public
accounting firm but will not be required to select a different independent
registered public accounting firm for the Company.
The Board of Directors recommends
a vote FOR ratification of Burr, Pilger & Mayer LLP as
the
Companys independent registered public accounting
firm.
14
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information as of March 15, 2008 as to shares
of the Common Stock beneficially owned by: (i) each person who is known by the
Company to own beneficially more than 5% of its Common Stock, (ii) each of the
Companys current directors, (iii) each of the Companys nominees for director,
(iii) each of the Companys executive officers named under Executive
Compensation -- Summary Compensation Table, and (iv) all directors and
executive officers of the Company as a group (as adjusted for a 1-for 2.5
reverse split of the Companys Common Stock effected on March 12, 2008).
Ownership information is based upon information furnished by the respective
individuals or entities, as the case may be. Unless otherwise noted below, the
address of each beneficial owner is c/o LogicVision, Inc., 25 Metro Drive, Third
Floor, San Jose, California 95110. The percentage of Common Stock beneficially
owned is based on 9,678,569 shares outstanding as of March 15, 2008. In
addition, shares issuable pursuant to options or warrants which may be exercised
within 60 days of March 15, 2008 are deemed to be issued and outstanding and
have been treated as outstanding in calculating the percentage ownership of
those individuals possessing such interest, but not for any other individuals.
Thus, the number of shares considered to be outstanding for the purposes of this
table may vary depending on the individuals particular circumstances.
|
|
|
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Right to Acquire
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Percentage of
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Number of Shares
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Beneficial Ownership
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Common Stock
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of Common Stock
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within 60 days of
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Beneficially
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Name and
Address of Beneficial
Owner
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Beneficially
Owned (1)
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March 15, 2008
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Total
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Owned
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Directors, Nominees and Named
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Executive Officers:
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Gregg E. Adkin (2)
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939,170
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18,000
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957,170
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9.9%
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James T. Healy
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43,116
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192,662
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235,778
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2.4%
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Randall A. Hughes
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10,000
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19,000
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29,000
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*
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Richard Okumoto
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0
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0
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0
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*
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Mathew Raggett
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6,206
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19,000
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25,206
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*
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Richard C. Yonker
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0
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16,000
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16,000
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*
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Bruce M. Jaffe
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31,903
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98,797
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130,700
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1.3%
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Ronald H. Mabry
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0
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93,730
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97,330
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*
|
|
|
|
|
|
|
|
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5% Stockholders:
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|
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|
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Austin W. Marxe and David M.
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Greenhouse (3)
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781,332
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0
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781,332
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8.1%
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MicroCapital LLC (4)
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1,088,534
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0
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1,088,534
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11.3%
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Lewis Asset Management,
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Corp.(5)
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961,248
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0
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961,248
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9.9%
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Pacific Asset Partners (6)
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484,000
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0
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484,000
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5.0%
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Valley Ventures II, L.P. and
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|
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Valley Ventures III, L.P. (7)
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939,170
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0
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939,170
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9.7%
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All Directors and Executive Officers
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as a group (10
persons)
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1,058,647
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535,214
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1,593,861
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15.6%
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____________________
*
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Less than 1%.
|
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(1)
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To the Companys knowledge, the
persons named in the 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 the information
contained in the notes to this table.
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(2)
|
|
Includes 346,491 shares held by
Valley Ventures II, L.P. and 592,679 shares held by Valley Ventures III,
L.P. Mr. Adkin is a managing member of VV II Management, L.L.C., the
general partner of Ventures II and a managing member of VV III Management,
L.L.C., the general partner of Ventures III. Mr. Adkin is also a limited
partner of Ventures II and Ventures III. Mr. Adkin disclaims beneficial
ownership of the Companys shares held by Valley Ventures II, L.P. and
Valley Ventures III, L.P., except to the extent that his interest in the
shares arise from his interest, if any, in those entities. See note
(7).
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(3)
|
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According to a Schedule 13G/A
filed jointly on February 13, 2008 by Austin W. Marxe and David M.
Greenhouse, Messrs. Marxe and Greenhouse share voting and dispositive
power over 113,752 shares of Common Stock owned by Special Situations
Technology Fund, L.P., and 667,580 shares of Common Stock owned by Special
Situations Technology Fund II, L.P. The principal place of business for
Messrs. Marxe and Greenhouse is 527 Madison Avenue, Suite 2600, New York,
NY 10022.
|
15
(4)
|
|
According to a Schedule 13G/A
filed jointly on December 7, 2007 by MicroCapital LLC, Ian P. Ellis and
MicroCapital Fund, LP, MicroCapital LLC, a registered investment adviser
and Mr. Ellis, a managing member and majority owner of MicroCapital LLC,
have shared voting and dispositive power over 1,088,534 shares, and
MicroCapital Fund, LP has shared voting and dispositive power over 794,847
shares. MicroCapital LLC acts as investment advisor and general partner to
MicroCapital Fund, LP and as investment advisor to MicroCapital Fund Ltd.
The address of the principal office of MicroCapital LLC, Mr. Ellis and
MicroCapital Fund, LP is 623 Fifth Avenue, Suite 2502, New York, NY
10022.
|
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(5)
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According to a Schedule 13G/A
filed jointly on June 27, 2007 by Lewis Asset Management, Corp. and Lewis
Opportunity Fund, LP, Lewis Asset Management, Corp. has shared voting and
dispositive power over 961,249 shares and Lewis Opportunity Fund, LP has
shared voting and dispositive power over 781,486 shares. The address of
the principal business office for Lewis Asset Management, Corp is 45
Rockefeller Plaza, Suite 2570, New York, NY 10111.
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(6)
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|
According to a Schedule 13G filed
jointly on December 29, 2006 by Pacific Asset Partners, an investment
adviser, has sole voting and dispositive power over the shares listed. The
address of the principal place of business for Pacific Asset Partners is
222 Kearney Street, Suite 410, San Francisco, CA 94108.
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|
(7)
|
|
According to an amended Schedule
13D/A filed jointly on June 27, 2006 by Valley Ventures II, L.P., Valley
Ventures III, L.P., VV II Management, L.L.C., VV III Management, L.L.C.,
John M. Holliman III, Gregg E. Adkin and Lawrence J. Aldrich, Ventures II
holds 346,491 shares and Ventures III holds 572,679 shares. VV II
Management, L.L.C., the general partner of Valley Ventures II, has sole
power to vote or to direct the vote and sole power to dispose or direct
the disposition of the shares of Common Stock held by Ventures II. Each of
Messrs. Adkin and Holliman, as managing members of VV II, has sole power
to vote or to direct the vote of the shares held by Ventures II and shared
power to dispose or direct the disposition of the shares held by Ventures
II. VV III Management, L.L.C., the general partner of Valley Ventures III,
has sole power to vote or to direct the vote and sole power to dispose or
direct the disposition of the shares of Common Stock held by Ventures III.
Each of Messrs. Adkin and Holliman, as managing members of VV III, has
shared power to vote or to direct the vote of the shares held by Ventures
III and shared power to dispose or direct the disposition of the shares
held by Ventures III. Messrs. Adkin and Holliman are limited partners of
Ventures II and Ventures III. Each of VV II, VV III, Mr. Adkin and Mr.
Holliman disclaims beneficial ownership of all shares of Common Stock held
by Ventures II and Ventures III except to the extent that his or its
interest in the shares arises from his or its interest, if any, in those
entities. The business address for each person and entity is 80 East Rio
Salado Parkway, Suite 705, Tempe, AZ 85281. Mr. Adkin is a director of the
Company.
|
16
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Under the
securities laws of the United States, the Companys directors, executive
officers and any persons holding more than 10% of the Companys Common Stock are
required to report their initial ownership of the Companys Common Stock and any
subsequent changes in that ownership to the Securities and Exchange Commission.
Specific due dates for these reports have been established and the Company is
required to identify in this Proxy Statement those persons who failed to timely
file these reports. To the Companys knowledge, based solely on a review of such
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 2007, all
Section 16(a) filing requirements applicable to our officers, directors and 10%
stockholders were satisfied for 2007.
STOCKHOLDER PROPOSALS FOR THE 2009
ANNUAL MEETING
Proposals
of stockholders of the Company that are intended to be presented by such
stockholders at the Companys 2009 Annual Meeting must be received by the
Secretary of the Company no later than December 15, 2008 in order that they may
be included in the Companys proxy statement and form of proxy relating to that
meeting.
A
stockholder proposal not included in the Companys proxy statement for the 2009
Annual Meeting will be ineligible for presentation at the meeting unless the
stockholder gives timely notice of the proposal in writing to the Secretary of
the Company at the principal executive offices of the Company and otherwise
complies with the provisions of the Companys Bylaws. To be timely, the Bylaws
provide that the Company must have received the stockholders notice not less
than 60 days nor more than 90 days prior to the scheduled date of the meeting.
However, if notice or prior public disclosure of the date of the annual meeting
is given or made to stockholders less than 75 days prior to the meeting date,
the Company must receive the stockholders notice by the earlier of (i) the
close of business on the 15th day after the earlier of the day the Company
mailed notice of the annual meeting date or provided public disclosure of the
meeting date and (ii) two days prior to the scheduled date of the annual
meeting.
Whether
or not you intend to be present at the Annual Meeting, we urge you to return
your signed proxy promptly.
|
By order of the Board of Directors
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|
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Bruce M. Jaffe
Secretary
|
April 2, 2008
The Companys 2007 Annual Report on
Form 10-K has been mailed with this Proxy Statement. The Company will provide
copies of exhibits to the Annual Report on Form 10-K, but will charge a
reasonable fee per page to any requesting Stockholder. Any such request should
be addressed to the Company at 25 Metro Drive, Third Floor, San Jose, California
95110, Attention: Investor Relations Department. The request must include a
representation by the stockholder, that as of March 28 2008, the stockholder was
entitled to vote at the Annual Meeting.
17
P
R
O
X
Y
|
|
PROXY
LOGICVISION,
INC.
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby authorizes James T. Healy or Bruce M. Jaffe, as Proxies
with full power in each to act without the other and with the power of
substitution in each, to represent and to vote all the shares of stock the
undersigned is entitled to vote at the Annual Meeting of Stockholders of
LogicVision, Inc. (the Company) to be held at the executive offices of
LogicVision, Inc., 25 Metro Drive, Third Floor, San Jose, California
95110, on May 15, 2008 at 9:00 a.m., or at any postponement or adjournment
thereof, and instructs said Proxies to vote as follows:
Shares represented by this proxy
will be voted as directed by the stockholder.
If no such directions are indicated, the Proxies will have the
authority to vote FOR the election of directors, FOR Proposal 2, and in
accordance with the discretion of the Proxies on any other matters as may
properly come before the Annual
Meeting.
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CONTINUED AND
TO BE SIGNED ON REVERSE SIDE
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Address
Change/Comments (Mark the corresponding box on the reverse
side)
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^ FOLD AND DETACH HERE
^
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18
The Board of Directors recommends a
vote FOR the election of directors and FOR Proposal
2.
|
Please
[___]
|
|
Mark Here
|
|
for Address
|
|
Change or
|
|
Comments
|
|
SEE REVERSE
SIDE
|
1.
|
|
To
elect (01) Gregg E. Adkin, (02) James T. Healy, (03) Randall A. Hughes,
(04) Richard Okumoto, (05) Matthew Raggett, and (06) Richard C. Yonker as
directors of the Company to serve until the next Annual Meeting of
Stockholders or until their successors are duly elected and
qualified.
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FOR ALL
|
|
WITHHELD
|
|
(Instruction: To withhold authority to vote for any
individual
|
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|
NOMINEES
|
|
FOR
ALL
|
|
nominee, write that nominees name in the space provided
below):
|
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NOMINEES
|
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[___]
|
|
[___]
|
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For
all nominees except as noted above
|
2.
|
|
To
ratify the appointment of Burr, Pilger &
|
|
3.
|
|
In their discretion, the
Proxies are authorized
|
|
|
Mayer LLP as the Companys
independent
|
|
|
|
to vote upon such other
business as may
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|
registered public accounting firm.
|
|
|
|
properly come before the
meeting or any
|
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|
|
|
|
|
postponements or
adjournments thereof.
|
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FOR
|
|
AGAINST
|
|
ABSTAIN
|
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[___]
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[___]
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[___]
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This proxy when properly executed
will be voted
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in the manner directed herein by
the
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undersigned stockholder. If no
direction is given,
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this proxy will be voted FOR the
election of
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directors and FOR Proposal
2.
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PLEASE MARK, SIGN, DATE AND
RETURN
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THE PROXY PROMPTLY USING
THE
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ENCLOSED
ENVELOPE.
|
Please sign where indicated above.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in full partnership name by an authorized
person.
19
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF
INTERNET OR TELEPHONE VOTING,
BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A
WEEK.
Internet and telephone voting is
available through 11:59 PM Eastern Time
on May 14, 2008.
Your Internet or telephone vote
authorizes the named proxies to vote your shares in the same manner
as if
you marked, signed and returned your proxy card.
INTERNET
|
|
TELEPHONE
|
|
MAIL
|
http://www.proxyvoting.com/lgvn
|
|
1-
866-540-5760
|
|
Mark, sign and
date
|
Use the
Internet to vote your proxy.
|
|
Use any
touch-tone telephone to
|
|
your proxy
card and
|
Have your
proxy card in hand when
|
OR
|
vote your
proxy. Have your proxy
|
OR
|
return it in
the
|
you access the
web site.
|
|
card in hand
when you call.
|
|
enclosed
postage-paid
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|
envelope.
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|
If you vote your proxy by Internet or
by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date
your proxy card and return it in the enclosed postage-paid envelope.
You can view the Annual Report and
Proxy Statement
on the internet at www.proxyvoting.com/lgvn
20
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