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Network Computing Devices Inc – ‘PRES14A’ for 3/21/01

On: Monday, 2/26/01, at 12:32pm ET · For: 3/21/01 · Accession #: 912057-1-6616 · File #: 0-20124

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/26/01  Network Computing Devices Inc     PRES14A     3/21/01    1:30K                                    Merrill Corp/FA

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRES14A     Preliminary Proxy Solicitation Material -- Special    11     46K 
                          Meeting                                                

PRES14A 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

                                                                [Download Table]
                                                                       
Filed by the Registrant /X/                                            

Filed by a Party other than the Registrant / /                         

Check the appropriate box:                                             
/X/        Preliminary Proxy Statement                                 
/ /        Confidential, for Use of the Commission Only (as permitted  
           by Rule 14a-6(e)(2))                                        
/ /        Definitive Proxy Statement                                  
/ /        Definitive Additional Materials                             
/ /        Soliciting Material Pursuant to Section 240.14a-11(c) or    
           Section 240.14a-12                                          

                                      NETWORK COMPUTING                
                            DEVICES, INC.                              
-----------------------------------------------------------------------
           (Name of Registrant as Specified In Its Charter)            

                                      NETWORK COMPUTING                
                            DEVICES, INC.                              
-----------------------------------------------------------------------
              (Name of Person(s) Filing Proxy Statement)               

Payment of Filing Fee (Check the appropriate box):                              

                                                                [Download Table]
                                                                            
/X/        No fee required.                                                 
/ /        Fee computed on table below per Exchange Act Rules 14a-6(i)(4)   
           and 0-11.                                                        
           (1)  Title of each class of securities to which transaction      
                applies:                                                    
                ------------------------------------------------------------
           (2)  Aggregate number of securities to which transaction applies:
                ------------------------------------------------------------
           (3)  Per unit price or other underlying value of transaction     
                computed pursuant to Exchange Act Rule 0-11 (set forth the  
                amount on which the filing fee is calculated and state how  
                it was determined):                                         
                ------------------------------------------------------------
           (4)  Proposed maximum aggregate value of transaction:            
                ------------------------------------------------------------
           (5)  Total fee paid:                                             
                ------------------------------------------------------------

/ /        Fee paid previously with preliminary materials.                  

           Check box if any part of the fee is offset as provided by        
/ /        Exchange Act Rule 0-11(a)(2) and identify the filing for which   
           the offsetting fee was paid previously. Identify the previous    
           filing by registration statement number, or the Form or Schedule 
           and the date of its filing.                                      

           (1)  Amount Previously Paid:                                     
                ------------------------------------------------------------
           (2)  Form, Schedule or Registration Statement No.:               
                ------------------------------------------------------------
           (3)  Filing Party:                                               
                ------------------------------------------------------------
           (4)  Date Filed:                                                 
                ------------------------------------------------------------

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[LOGO]

February 27, 2001                                                               

Dear Stockholder:                                                               

    A special meeting of stockholders of Network Computing Devices, Inc. will be
held on March 21, 2001 at 10:00 a.m. local time, at NCD's headquarters at 301   
Ravendale Drive, Mountain View, California, for the purpose of considering and  
approving an amendment to NCD's Certificate of Incorporation to effect a reverse
stock split of between 1-for-2 and 1-for-4. You are cordially invited to attend.

  The Notice of Special Meeting of Stockholders and a Proxy Statement, which
describe the formal business to be conducted at the meeting, follow this letter.

    After reading the Proxy Statement, please promptly mark, sign and return the
enclosed proxy card in the prepaid envelope to assure that your shares will be  
represented. Your shares cannot be voted unless you date, sign, and return the  
enclosed proxy card or attend the annual meeting in person. Regardless of the   
number of shares you own, your careful consideration of, and vote on, the       
matters before our stockholders is important.                                   

Very truly yours,                                                               

RUDOLPH G. MORIN                                                                

PRESIDENT AND CHIEF EXECUTIVE OFFICER                                           

PRES14A 3rd Page of 11 TOC 1st Previous Next ↓Bottom Just 3rd
NETWORK COMPUTING DEVICES, INC. 

----------------

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 

--------------------- 

To Be Held March 21, 2001 

TO THE STOCKHOLDERS:                                                            

    Notice is hereby given that a special meeting of the stockholders of Network
Computing Devices, Inc., a Delaware corporation, will be held on March 21, 2001,
at 10:00 a.m. local time, at our principal offices located at 301 Ravendale     
Drive, Mountain View, California, for the following purposes:                   

1.  To consider and approve an amendment to our Amended and Restated    
       Certificate of Incorporation to permit the Board of Directors to effect a
 reverse split of our outstanding Common Stock by a ratio of between
1-for-2 and 1-for-4.                                              

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

Stockholders of record at the close of business on February 5, 2001 are 
entitled to notice of, and to vote at, this meeting and any adjournment or      
postponement.                                                                   

                                       By Order of the Board of Directors,

                    Rudolph G. Morin

                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER

Mountain View, California                                                       
February 27, 2001                                                               

IMPORTANT: PLEASE FILL IN, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD 
IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE TO ASSURE THAT YOUR SHARES ARE        
REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY CHOOSE TO VOTE IN
PERSON EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD.                     

PRES14A 4th Page of 11 TOC 1st Previous Next ↓Bottom Just 4th
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS 

The accompanying proxy is solicited by the Board of Directors of Network
Computing Devices, Inc., a Delaware corporation, for use at a special meeting of
stockholders to be held on March 21, 2001, or any adjournment or postponement,  
for the purposes set forth in the accompanying Notice of Special Meeting of     
Stockholders. The date of this Proxy Statement is February 27, 2001, the        
approximate date on which this Proxy Statement and the accompanying form of     
proxy were first sent or given to stockholders.                                 

SOLICITATION AND VOTING OF PROXIES

We will bear the cost of soliciting proxies. In addition to soliciting  
stockholders by mail through its employees, we will request banks and brokers,  
and other custodians, nominees and fiduciaries, to solicit their customers who  
have our stock registered in the names of such persons and will reimburse them  
for their reasonable, out-of-pocket costs. We have retained the services of     
ChaseMellon Shareholder Services, L.L.C. to aid in the solicitation of proxies, 
deliver proxy materials to brokers, nominees, fiduciaries and other custodians  
for distribution to beneficial owners of stock and to solicit proxies therefrom.
ChaseMellon will receive a fee of approximately $6,500 and reimbursement of all 
reasonable out-of-pocket expenses. In addition, we may use the services of our  
officers, directors and others to solicit proxies, personally or by telephone,  
without additional compensation.                                                

 On February 5, 2001, we had outstanding 17,613,237 shares of Common Stock
and 220,000 shares of Series B Preferred Stock, all of which are entitled to    
vote with respect to all matters to be acted upon at the annual meeting. Each   
stockholder of record as of that date is entitled to one vote for each share of 
Common Stock and 10 votes for each share of Series B Preferred Stock held by him
or her. Our Bylaws provide that a majority of all of the shares of the 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 each be counted as present 
for purposes of determining the presence of a quorum.                           

   All valid proxies received before the meeting will be exercised. All shares
represented by a proxy will be voted, and where a stockholder specifies by means
of his or her proxy a choice with respect to any matter to be acted upon, the   
shares will be voted in accordance with the specification so made. If no choice 
is indicated on the proxy, the shares will be voted in favor of the proposal. A 
stockholder giving a proxy has the power to revoke his or her proxy at any time 
before the time it is exercised by delivering to our Secretary a written        
instrument revoking the proxy or a duly executed proxy with a later date, or by 
attending the meeting and voting in person.                                     

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PRES14A 5th Page of 11 TOC 1st Previous Next ↓Bottom Just 5th
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth, as of February 5, 2001, 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 director, (iii) our Chief Executive Officer and the other      
executive officer and former executive officers who earned at least $100,000    
during the year ended December 31, 2000, and (iv) all directors and executive   
officers as a group:                                                            

                                                        [Enlarge/Download Table]

                                                             NUMBER OF    PERCENT OF  
                                                              SHARES     COMMON STOCK 
NAME OF BENEFICIAL OWNER(1)                                    OWNED    OUTSTANDING(2)
---------------------------                                  ---------  --------------
                                                                                      
Guenther Pfaff(3) .......................................... 4,000,500       21.7%    
  Underbachstrasse 22                                                                 
  CH-6318 Walchwil, Switzerland                                                       
SCI Systems, Inc.(4) ....................................... 3,300,000       15.6%    
  2101 West Clinton Avenue                                                            
  Huntsville, Alabama 35805                                                           
Tektronics, Inc.(5) ........................................ 1,750,000        9.3%    
  P.O. Box 500, MS 55-722                                                             
  Beaverton, OR 97077                                                                 
Alan Andreini(6) ........................................... 1,171,600        6.6%    
  395 Hudson Street                                                                   
  New York, NY 10014                                                                  
Kiskiminetas Springs School(7) ............................. 1,036,800        5.8%    
  1888 Brett Lane                                                                     
  Saltsburg, PA 15681                                                                 
Robert G. Gilbertson(8).....................................   722,894        3.9%    
Rudolph G. Morin(9).........................................   432,139        2.4%    
Douglas H. Klein(10)........................................   177,543        1.0%    
Stephen A. MacDonald(11)....................................    51,250          *     
Michael A. Garner(12).......................................    18,250          *     
Gregory S. Wood(13).........................................         0          *     
John DeSantis(14)...........................................    17,192          *     
Directors and executive officers                             5,419,768       27.4%    
  as a group (8 persons)(15)................................                          

------------------------                                                        

* Less than 1%.                                                           

(1) The persons or entities named in the table above 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 contained in the footnotes to this table.

 (2) Calculated on the basis of 17,613,237 shares of Common Stock outstanding as
     of February 5, 2001, except that shares of Common Stock underlying options,
     warrants and convertible notes exercisable or convertible within 60 days of
 February 5, 2001 are deemed outstanding for purposes of calculating the
beneficial ownership of Common Stock of the holders of such options.  

(3) Includes shares of Series B Preferred Stock that are convertible into     
2,200,000 shares of Common Stock and a warrant that is exercisable for
600,000 shares of Common Stock.                                       

(4) Represents the number of shares into which a 13 month convertible note    
amounting to $3.3 million may be converted at any time during the note
period.                                                               

(5) Includes a warrant to purchase 1,000,000 shares which is currently        
exercisable.                                                          

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PRES14A 6th Page of 11 TOC 1st Previous Next ↓Bottom Just 6th
(6) Based on a Schedule 13G Amendment filed by Alan Andreini on February 14,  
  2000 reflecting ownership of securities listed in this table for his own
account and by persons for whom he exercises trading authority. As of 
  December 31, 1999, Mr. Andreini's accounts held 934,500 shares of common
 stock. As of December 31, 1999, Mr. Andreini was authorized to exercise
trading authority over: (i) an account of Kiskiminetas at PaineWebber,
     which held 170,000 shares of common stock; (ii) the account of The Andreini
 Foundation (the "Foundation") which held 23,500 shares of common stock;
(iii) the account of John D. Andreini (who is deceased) and Blanche M.
Andreini (the "Parents") at Cheevers Hand & Angeline, Inc., which held
   41,700 shares of common stock; and (iv) an account at Piper Jaffray, Inc.
   for the benefit of his son, Alan J. Andreini, Jr., under Illinois Uniform
    Transfers to Minors Act, which held 2,000 shares of common stock. Pursuant
  to the rules promulgated under the federal securities laws, Mr. Andreini
    may be deemed to be the beneficial owner of the common stock owned by each
     such person because he has shared investment and voting power in respect of
  the account of Kiskiminetas and the account of the Parents, and has sole
     investment and voting power in respect of the Foundation and of the account
     of his son. Mr. Andreini disclaims beneficial ownership of the common stock
held by Kiskiminetas, the Parents and the Foundation.                 

(7) Based on a Schedule 13G filed by Kiskiminetas Springs School              
("Kiskiminetas") on February 10, 2000, Kiskiminetas is a non-profit   
     educational institution that has an endowment composed of Network Computing
   Devices, Inc. common stock and certain other securities. The voting power
  and the investment power of Kiskiminetas over the shares of common stock
  vested in the Finance Committee of the Board of Trustees of Kiskiminetas
(the "Finance Committee"), which is exercised by the approval of the  
     majority of the members thereof. The Finance Committee is composed of seven
     members. The Members of the Finance Committee are Alan J. Andreini, Michael
  Yukevich, Jr., John A. Pidgeon, Allen R. Glick, Carl L. Kalnow, James P.
Moore, Jr., Maynard H. Murch, IV, and Janice Fuellhart. Since the     
  decision-making power is vested in the Finance Committee, we need not be
  concerned with which individuals are responsible for administering which
brokerage account.                                                    

(8) Includes 702,500 shares of Common Stock that may be acquired upon exercise
     of options that are currently exercisable or will become exercisable within
60 days after February 5, 2001.                                       

(9) Includes 415,729 shares of Common Stock that may be acquired upon exercise
     of options that are currently exercisable or will become exercisable within
60 days after February 5, 2001.                                       

 (10) Includes 170,375 shares of Common Stock that may be acquired upon exercise
of options that are currently exercisable or will become exercisable
within 60 days after February 5, 2001.                              

(11) Consists of 51,250 shares of Common Stock that may be acquired upon      
exercise of options that are currently exercisable or will become   
exercisable within 60 days after February 5, 2001.                  

(12) Consists of 18,250 shares of Common Stock that may be acquired upon      
exercise of options that are currently exercisable or will become   
exercisable within 60 days after February 5, 2001.                  

(13) Mr. Wood's employment with the Company as its Chief Financial Officer    
     terminated in November 2000. He is expected to be included in the Summary
     Compensation Table in the Company's 2001 Proxy Statement and is therefore
included in this table pursuant to the rules of the Securities and  
Exchange Commission.                                                

(14) Mr. DeSantis' employment with the Company as its Senior Vice President of
Sales and Marketing terminated in April 2000. He is expected to be  
  included in the Summary Compensation Table in the Company's 2001 Proxy
      Statement and is therefore included in this table pursuant to the rules of
the SEC.                                                            

(15) Includes 1,958,104 shares of Common Stock that may be acquired upon      
exercise of options that are currently exercisable or will become   
      exercisable within 60 days after February 5, 2001. Also includes shares of
  Series B Preferred Stock that are convertible into 2,200,000 shares of
Common Stock and a warrant that is exercisable for 600,000 shares of
Common Stock. See footnote 3.                                       

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APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION 
TO EFFECT A ONE-FOR-FOUR REVERSE SPLIT OF THE 
OUTSTANDING SHARES OF COMMON STOCK

PROPOSED AMENDMENT                                                              

  Our board of directors has proposed amending Article IV of our certificate
of incorporation to effect a reverse stock split in which the outstanding shares
of common stock, referred to as "old common stock," will be combined and        
reconstituted as a smaller number of shares of common stock, referred to as "new
common stock," in a ratio of between two and four shares of old common stock for
each share of new common stock. The permissible ratios between two and four will
vary by increments of 0.1, such that we could effect a 1-for-2.8 reverse split  
but not a 1-for-2.75 reverse split. The exact ratio will be determined by the   
board based on prevailing market conditions at the time the reverse stock split 
is effected. Stockholders are being asked to approve a separate amendment to the
certificate of incorporation corresponding to each of the possible reverse split
ratios between two and four, with the board having the authority to give its    
final approval to only one of such amendments.                                  

 By approving the proposed amendment, the stockholders will be authorizing
the board to implement the reverse split at any time on or before December 31,  
2001 or to abandon the reverse split at any time. If the amendment has not been 
filed with the Delaware Secretary of State by the close of business on the      
foregoing date, the board will either resolicit stockholder approval or abandon 
the reverse split.                                                              

 The text of the proposed amendment is attached to this proxy statement as
Appendix A.                                                                     

PURPOSES AND EFFECTS OF THE REVERSE STOCK SPLIT                                 

  The purposes of the reverse stock split are to reduce the number of common
shares of our stock outstanding, to increase the per share trading price of our 
common stock and to bolster the company's attempt to secure the continued       
listing of our common stock on the Nasdaq National Market or re-listing upon any
other national exchange.                                                        

The immediate effect of the reverse stock split will be to decrease the 
number of shares of common stock outstanding from approximately 17,613,237      
shares to between approximately 8,806,618 shares and approximately 4,403,319    
shares. In addition, the reverse split will result in a proportionate decrease  
in the number of shares authorized for issuance under our stock option and stock
purchase plans and the number of shares of common stock issuable upon exercise  
of outstanding options, and a proportionate increase in the exercise prices of  
outstanding options. As a result, following the effective date, the number of   
shares of common stock issuable upon the exercise of outstanding options will be
reduced from approximately 3,124,498 shares to between approximately 1,562,249  
shares and approximately 781,125 shares.                                        

  The reverse stock split will also decrease the number of shares into which
an outstanding convertible note may be converted and the number of shares into  
which all outstanding warrants may be converted. As a result, the number of     
shares into which the convertible note may be converted will be reduced from    
3,300,000 to between approximately 1,650,000 shares and approximately 825,000   
shares and the number of shares into which the warrants may be converted will be
reduced from 1,600,000 shares to between approximately 800,000 shares and       
approximately 400,000 shares.                                                   

 The reduction in the number of outstanding shares is expected to increase
the trading price of our common stock, although there can be no assurance that  
such price will increase in proportion to the ratio of the reverse stock split  
ratio. The trading price of our common stock depends on many factors, including 
many which are beyond our control. The higher stock price may increase investor 
interest and reduce resistance of brokerage firms to recommend the purchase of  
our common stock. On the other hand, to the extent that negative investor       
sentiment regarding our common stock is not based on our underlying business    
fundamentals, the reverse split may not overcome such sentiment enough to       
increase our stock price to a level that consistently exceeds $1.00 per share.  

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   On November 9, 2000, we received a notice from Nasdaq that our common stock
had failed to maintain a minimum bid price of $1.00 over the last 30 consecutive
trading days as required for continued listing on the Nasdaq National Market.   
The notice states that if at any time before February 4, 2001, the closing bid  
price of our common stock is not at least $1.00 for a minimum of 10 consecutive 
trading days, Nasdaq will reevaluate our compliance with its listing            
qualifications. We have filed an appeal of Nasdaq's delisting proceeding,       
pending which our common stock will remain listed on the Nasdaq National Market.
Since December 1, 2000, the closing sale price of our common stock has ranged   
from $0.10 to $0.625 per share.                                                 

  If the market price for our common stock remains below $1.00 per share and
our common stock is no longer listed on the Nasdaq National Market, our common  
stock may be deemed to be penny stock. If our common stock is considered penny  
stock, it would be subject to rules that impose additional sales practices on   
broker-dealers who sell our securities. For example, broker-dealers must make a 
special suitability determination for the purchaser, receive the purchaser's    
written consent to the transaction prior to sale, and make special disclosures  
regarding sales commissions, current stock price quotations, recent price       
information and information on the limited market in penny stock. Because of    
these additional obligations, some brokers may not effect transactions in NCD   
stock, which could adversely affect the liquidity of such common stock.         

 The shares of new common stock will be fully paid and non-assessable. The
amendment will not change the terms of our common stock. The shares of new      
common stock will have the same voting rights and rights to dividends and       
distributions and will be identical in all other respects to the common stock   
now authorized. No stockholder's percentage ownership of common stock will be   
altered except for the effect of rounding fractional shares.                    

VOTE REQUIRED AND BOARD OF DIRECTORS' RECOMMENDATION                            

    The affirmative vote of a majority of the outstanding shares of common stock
and a majority of the outstanding shares Series B Preferred Stock is required   
for approval of this proposal. Abstentions and broker non-votes will be counted 
as present for purposes of determining if a quorum is present but will have the 
same effect as a negative vote on this proposal.                                

   THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDER VOTE FOR
APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO EFFECT A       
REVERSE SPLIT OF THE OUTSTANDING SHARES OF COMMON STOCK.                        

 The board of directors believes that the reverse stock split is likely to
result in the bid price of our common stock increasing over the $1.00 minimum   
bid price requirement, thereby permitting the continued listing of our common   
stock on the Nasdaq National Market. However, the market price of our common    
stock may not rise in proportion to the reduction in the number of outstanding  
shares resulting from the reverse split. Moreover, our share price, together    
with the trading price of a large number of similar securities, has been subject
to a downward trend over the past nine months, and the price may not remain     
above $1.00 even if it exceeds that price initially following the reverse split.
Further, the liquidity of our common stock may be adversely affected by the     
reduced number of shares outstanding after the reverse stock split. In addition,
the split will increase the number of stockholders who own "odd lots," which    
consist of blocks of fewer than 100 shares. Stockholders who hold odd lots may  
be required to pay higher brokerage commissions when they sell their shares and 
may have greater difficulty in making sales.                                    

EFFECTIVENESS OF THE REVERSE STOCK SPLIT                                        

    If this proposal is approved by stockholders, management intends to file the
amendment to our certificate of incorporation with the Delaware Secretary of    
State promptly after the board of directors approves the final conversion ratio,
upon which the reverse split will become effective. Upon the filing of the      
amendment, all the old common stock will be converted into new common stock as  
set forth in the                                                                

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amendment. Even if the reverse stock split is approved by stockholders, our     
board of directors has discretion to decline to carry out the reverse split if  
it determines for any reason that the reverse split will not be in our best     
interests. If the reverse split is not implemented on or before December 31,    
2001, the board of directors will either resolicit stockholder approval or      
abandon the reverse split.                                                      

CERTIFICATES AND FRACTIONAL SHARES                                              

  As soon as practicable after the effective date, NCD will request that all
stockholders return their stock certificates representing shares of old common  
stock outstanding on the effective date in exchange for certificates            
representing the number of whole shares of new common stock into which the      
shares of old common stock have been converted as a result of the reverse stock 
split. Each stockholder will receive a letter of transmittal from NCD's transfer
agent containing instructions on how to exchange certificates. STOCKHOLDERS     
SHOULD NOT SUBMIT THEIR OLD CERTIFICATES TO THE TRANSFER AGENT UNTIL THEY       
RECEIVE THESE INSTRUCTIONS. In order to receive new certificates, stockholders  
must surrender their old certificates in accordance with the transfer agent's   
instructions, together with the properly executed and completed letter of       
transmittal.                                                                    

   Beginning with the effective date, each old certificate, until exchanged as
described above, will be deemed for all purposes to evidence ownership of the   
number of whole shares of new common stock into which the shares evidenced by   
the old certificates have been converted.                                       

No fractional shares will be issued. Any fractional shares created as a 
result of the reverse split will be rounded to the nearest whole share.         

STOCKHOLDER PROPOSALS TO BE PRESENTED 
AT NEXT ANNUAL MEETING

    Our bylaws require advance notice of any stockholder proposals to be brought
before a stockholders' meeting. Under the bylaws, in order for business to be   
properly brought before a meeting by a stockholder, the stockholder must have   
given timely notice thereof in writing to the Secretary of the Company.         

 To be timely, a stockholder proposal to be presented at an annual meeting
must be received at our principal executive offices not less than 120 calendar  
days in advance of the date that our proxy statement was released to            
stockholders in connection with the previous year's annual meeting of           
stockholders, except that if the date of the annual meeting is advanced by more 
than 30 calendar days from the date contemplated at the time of the previous    
year's proxy statement the stockholder proposal must be received not later than 
the close of business on the 10th day following the day on which the date of the
meeting is made public.                                                         

    Because the deadline for presenting stockholder proposals at the 2001 annual
meeting was December 31, 2000, no such stockholder proposals may be presented   
unless the annual meeting is scheduled for a date after May 1, 2001.            

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TRANSACTION OF OTHER BUSINESS 

At the date of this proxy statement, the Board of Directors knows of no 
business that will be conducted at the special meeting other than as 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 persons named in the accompanying form of proxy to vote the    
proxy on such matters in accordance with their best judgment.                   

                                      By Order of the Board of Directors

                     Michael A. Garner
             SECRETARY

February 27, 2001                                                               

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NETWORK COMPUTING DEVICES, INC.         

PROXY SOLICITED BY THE BOARD OF DIRECTORS         
FOR THE SPECIAL MEETING OF STOCKHOLDERS         
TO BE HELD MARCH 21, 2001       

The undersigned hereby appoints Rudolph G. Morin or Michael A. Garner, or       
either of them, each with full power of substitution, as the proxyholder(s)     
of the undersigned to represent the undersigned and vote all shares of the      
Common Stock of Network Computing Devices, Inc. (the "Company") which the       
undersigned would be entitled to vote if personally present at the Special      
Meeting of Stockholders of the Company on March 21, 2001, and at any            
adjournments or postponements of such meeting, as follows:                      

  To approve an amendment to the Company's Certificate of Incorporation to
permit the Board of Directors to effect a reverse split of the        
outstanding Common Stock by a ratio of between 1-for-2 and 1-for-4.   

/ /   FOR      / /   AGAINST      / /   ABSTAIN   

The Board recommends that you vote FOR the above proposal.  This proxy, when    
properly executed, will be voted in the manner directed above.  WHEN NO         
CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSAL.  This     
proxy may be revoked by the undersigned at any time, prior to the time it is    
voted by any of the means described in the accompanying proxy statement.        

                     Date and sign exactly as name(s) appear(s) on
                   this proxy. If signing for estates, trusts,
                         corporations or other entities, title or capacity
                     should be stated. If shares are held jointly,
each holder should sign.

                            ----------------------------------------------------
                            (Signature(s) of Stockholder(s))

                            ----------------------------------------------------
                            (Signature(s) of Stockholder(s))

 Dated              , 2001
--------------

                            PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
             IT PROMPTLY IN THE ENCLOSED ENVELOPE.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRES14A’ Filing	Date	First	Last	Other Filings

	12/31/01	7	9	10-K, NT 10-K
	5/1/01	9
For Period End:	3/21/01	2	11
	2/27/01	2	10
Filed on:	2/26/01
	2/5/01	3	6
	2/4/01	8
	12/31/00	5	9	10-K
	12/1/00	8
	11/9/00	8
	2/14/00	6		SC 13G/A
	2/10/00	6
	12/31/99	6		10-K, NT 10-K
				List all Filings

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Filing Submission 0000912057-01-006616 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Network Computing Devices Inc – ‘PRES14A’ for 3/21/01

On: Monday, 2/26/01, at 12:32pm ET · For: 3/21/01 · Accession #: 912057-1-6616 · File #: 0-20124

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14AFiling Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Preliminary Proxy Solicitation Material — Special Meeting — Schedule 14A
Filing Table of Contents