<PAGE>
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 Pursuant to Section240.14a-11(c) or
Section240.14a-12
SITE TECHNOLOGIES, INC.
(FORMERLY DELTAPOINT, 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):
-----------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SITE TECHNOLOGIES, INC.
380 EL PUEBLO RD., STE. 100
SCOTTS VALLEY, CA 95066
------------------------
May 15, 1998
TO THE SHAREHOLDERS OF SITE TECHNOLOGIES, INC.
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Site Technologies, Inc. (the "Company"), which will be held at 380 El Pueblo
Rd., Suite 100, Scotts Valley, California, on Friday, June 19, 1998, at 10:00
a.m.
Details of the business to be conducted at the Annual Meeting are given in
the attached Proxy Statement and Notice of Annual Meeting of Shareholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Annual Meeting. If you decide to attend the Annual Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of the Company. We look
forward to seeing you at the Annual Meeting.
Sincerely,
/s/ Jeffrey F. Ait
Jeffrey F. Ait
CHIEF EXECUTIVE OFFICER
<PAGE>
SITE TECHNOLOGIES, INC.
380 EL PUEBLO RD., STE. 100
SCOTTS VALLEY, CA 95066
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 19, 1998
------------------------
To the Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders ("Annual
Meeting") of Site Technologies, Inc. (the "Company") will be held at 380 El
Pueblo Rd, Suite 100, Scotts Valley, California, on Friday, June 19, 1998, at
10:00 a.m. for the following purposes:
1. To elect six directors of the Board of Directors to serve until the next
Annual Meeting or until their successors have been duly elected and
qualified;
2. To ratify the appointment of Price Waterhouse LLP as the Company's
independent public accountants for the fiscal year ending December 31,
1998; and
3. To transact such other business as may properly come before the meeting
or any adjournments or postponements thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement accompanying this Notice.
Only shareholders of record at the close of business on April 29, 1998 are
entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such shareholders will be
available for inspection at the Company's headquarters located at, 380 El Pueblo
Rd, Suite 100, Scotts Valley, California, during ordinary business hours for the
ten-day period prior to the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting in
person. However, to assure your representation at the Annual Meeting, you are
urged to mark, sign, date and return the enclosed proxy card as promptly as
possible in the postage-prepaid envelope enclosed for that purpose. Any
shareholder attending the Annual Meeting may vote in person even if he or she
has returned the proxy.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Jeffrey F. Ait
Jeffrey F. Ait
CHIEF EXECUTIVE OFFICER
Scotts Valley, California
May 15, 1998
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, YOU ARE REQUESTED
TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
<PAGE>
SITE TECHNOLOGIES, INC.
380 EL PUEBLO RD., SUITE 100
SCOTTS VALLEY, CA 95066
------------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 19, 1998
------------------------
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Site Technologies, Inc., a California
corporation (the "Company"), for the Annual Meeting of Shareholders (the "Annual
Meeting") to be held at 380 El Pueblo Rd., Suite 100, Scotts Valley, California,
on Friday, June 19, 1998, at 10:00 a.m. Pacific Time, and at any adjournment or
postponement of the Annual Meeting. These proxy materials were first mailed to
shareholders on or about May 15, 1998.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual Meeting
are summarized in the accompanying Notice of Annual Meeting of Shareholders.
Each proposal is described in more detail in this Proxy Statement.
INFORMATION CONCERNING VOTING AND SOLICITATION OF PROXIES
RECORD DATE AND SHARES OUTSTANDING
Only shareholders of record at the close of business on April 29, 1998 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. As
of the Record Date, 8,516,380 shares of the Company's Common Stock were issued
and outstanding. No shares of Preferred Stock were outstanding.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time prior to its use by delivering to the Secretary of the
Company a written instrument revoking the proxy or a duly executed proxy bearing
a later date or by attending the Annual Meeting and voting in person.
VOTING AND SOLICITATION
Each shareholder is entitled to one vote for each share of Common Stock on
all matters to be voted on by the shareholders. Every shareholder voting for the
election of directors (Proposal One) may cumulate such shareholder's votes and
give one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of shares that such shareholder is entitled to
vote, or distribute such shareholder's votes on the same principle among as many
candidates as the shareholder may select, provided that votes cannot be cast for
more than the number of directors to be elected. However, no shareholder shall
be entitled to cumulate votes unless the candidate's name has been placed in
nomination prior to the voting and the shareholder, or any other shareholder,
has given notice at the meeting, prior to the voting, of the intention to
cumulate the shareholder's votes. In the event that cumulative voting is
requested or additional candidates are nominated for election, the proxy holders
will vote the shares as to which proxies are submitted in their discretion in
order to cause as many of the Company's nominees to be elected as possible, as
selected from among management's nominees or as the present Board of Directors
shall determine in its discretion. On all other matters, each share of Common
Stock has one vote. All votes will be tabulated by the inspector of election
appointed for the meeting, who will separately tabulate affirmative and negative
votes, abstentions and broker non-votes.
<PAGE>
QUORUM REQUIRED
The Company's bylaws provide that the holders of a majority of the Company's
Common Stock entitled to vote at the Annual Meeting, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at the Annual Meeting. Abstentions and broker non-votes will be counted for the
purpose of determining the presence of a quorum.
VOTES REQUIRED
PROPOSAL 1. If a quorum is present and voting, the six nominees for
director receiving the highest number of affirmative votes will be elected.
Abstentions and broker non-votes will not be counted in the election of
directors.
PROPOSAL 2. Ratification of the appointment of Price Waterhouse LLP as the
Company's independent public accountants for the fiscal year ending December 31,
1998 requires the affirmative vote of a majority of those shares present in
person, or represented by proxy, and cast either affirmatively or negatively at
the Annual Meeting.
PROXIES
Whether or not you are able to attend the Company's Annual Meeting, you are
urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you direct on your proxy
when properly completed. In the event no directions are specified, such proxies
will be voted FOR the Nominees of the Board of Directors (as set forth in
Proposal No. 1), FOR Proposal No. 2 and in the discretion of the proxy holders
as to other matters that may properly come before the Annual Meeting. You may
also revoke or change your proxy at any time before the Annual Meeting. To do
this, send a written notice of revocation or another signed proxy with a later
date to the Secretary of the Company at the Company's principal executive
offices before the beginning of the Annual Meeting. You may also automatically
revoke your proxy by attending the Annual Meeting and voting in person. All
shares represented by a valid proxy received prior to the Annual Meeting will be
voted.
SOLICITATION OF PROXIES
The Company will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy,
and any additional soliciting material furnished to shareholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries, and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
In addition, the Company may reimburse such persons for their costs of
forwarding the solicitation material to such beneficial owners. The original
solicitation of proxies by mail may be supplemented by solicitation by
telephone, telegram, or other means by directors, officers, employees or agents
of the Company. No additional compensation will be paid to these individuals for
any such services. The Company has also retained U.S. Stock Transfer Corporation
to assist in the solicitation of proxies. U.S. Stock Transfer Corporation will
be reimbursed by the Company for its out-of-pocket expenses. Except as described
above, the Company does not presently intend to solicit proxies other than by
mail.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The directors who are being nominated for reelection to the Board of
Directors (the "Nominees"), their ages as of April 30, 1998, their positions and
offices held with the Company and certain biographical information are set forth
below. The proxy holders intend to vote all proxies received by them in the
accompanying form FOR the Nominees listed below unless otherwise instructed. In
the event any Nominee is unable or declines to serve as a director at the time
of the Annual Meeting, the proxies will be
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<PAGE>
voted for any nominee who may be designated by the present Board of Directors to
fill the vacancy. As of the date of this Proxy Statement, the Board of Directors
is not aware of any Nominee who is unable or will decline to serve as a
director. The six Nominees receiving the highest number of affirmative votes of
the shares entitled to vote at the Annual Meeting will be elected directors of
the Company to serve until the next Annual Meeting or until their successors
have been duly elected and qualified.
<TABLE>
<CAPTION>
NOMINEES AGE POSITIONS AND OFFICES HELD WITH THE COMPANY
- -------------------------------------- --- --------------------------------------------------------------------
<S> <C> <C>
Jeffrey F. Ait........................ 41 Chief Executive Officer, Chief Financial Officer and Director
Stephen Mendel (1), (2)............... 50 Director
Allan Kaplan.......................... 42 Director
Terry Millard (1), (2)................ 36 Director
Steven Fingerhood..................... 40 Director
Steven Farber......................... 39 Director
</TABLE>
- ------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
MR. AIT joined the Company in March 1997 as Chief Executive Officer. From
January 1996 until March 1997 he served as Vice President of Internet at The
Santa Cruz Organization, Inc. ("SCO"), a software developer and publisher. From
October 1995 until January 1996 he served as Vice President of acquisitions of
SCO. From October 1993 until October 1995 he served as Vice President of Channel
Sales and Marketing at SCO. From August 1990 to October 1993 he served as Vice
President Government Systems Group at SCO.
MR. MENDEL has served as a director of the Company since July 1997. From
January 1994 to July 1997, he served as a director of Site/technologies/inc.
From March 1993 to March 1994, Mr. Mendel served as Chief Executive Officer,
President and Director of AXS Inc., an image database software provider. From
January 1990 to March 1993, he served as Chief Executive Officer, President and
Director of Ithaca Software, a 3-D interactive portable graphics software
developer. Mr. Mendel currently serves as a director of Direct Language
Communications, Inc., a multilingual communication services provider, and
Knowledge Revolution, Inc., a motion simulation software provider.
MR. KAPLAN has served as a director of the Company since April 1998. Mr.
Kaplan is the Managing Principal of Mainstream Investments ("Mainstream"), a San
Francisco-based investment advisory firm directed toward software finance. He
has participated as a board member for several private companies. Prior to his
association with Mainstream, Mr. Kaplan was with Goldman Sachs & Co. He is a
graduate of the University of California, Santa Cruz, holds a JD from the
University of California, Berkeley ("Boalt Hall") and is a member of the
California Bar.
MR. MILLARD has served as a director of the Company since April 1998. Mr.
Millard founded Inlet Inc. ("Inlet") in 1994 with his brother Todd Millard.
Inlet is a nationwide provider of customer Internet design, development,
maintenance and hosting solutions for the magazine industry. He heads Inlet's
business operations, including sales, marketing and strategic development
programs. From March 1994 to February 1995, Mr. Millard served as Vice President
of Operations for Mitchell International. From January 1993 to March 1994, he
served as Controller for Silver Eagle Casino. From February 1990 to December
1992 he served as a consultant for McGladrey and Pullen, an accounting and
Consulting firm. Mr. Millard is a member of the new media committee for the
American Business Press and is a board member of the Eastern Iowa Enterprise
Council.
MR. FINGERHOOD has served as a director of the Company since April 1998. Mr.
Fingerhood has served as Chairman and CEO of Direct Language Communications,
Inc. ("DLC") since he organized its creation in November 1993. From September
1990 until November 1993, he was Chairman & CEO of DLC's
3
<PAGE>
predecessor, Direct Language, Inc. DLC provides a comprehensive array of
multilingual communication services to a select group of clients, assisting them
to "globalize" their products, services and internal operations for an
international marketplace. From July 1996 until September 1990, he served as a
director of Mainsoft Corporation, which is a leading supplier of cross-platform
software application development solutions for enterprise customers. He is a
graduate of Harvard College and Harvard Law School and is a member of the State
Bar of California.
MR. FARBER is a private investor. He has seventeen years of experience in
the high-tech sector. Most recently, Farber was Chief Executive Officer of
Interwoven, a venture-backed Internet software company. Previously, he has been
part of the management teams at Informix Software, Intellicorp, and Vantive
Corporation.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended December 31, 1997, the Board of Directors held
seven meetings and acted by written consent on sixteen occasions. For the fiscal
year, each of the directors during the term of their tenure attended or
participated in at least 75% of the aggregate of (i) the total number of
meetings or actions by written consent of the Board of Directors and (ii) the
total number of meetings held by all Committees of the Board of Directors on
which each such director served. The Board of Directors has two standing
committees, which were formed on December 1, 1995, the Audit Committee and the
Compensation Committee.
During the fiscal year ended December 31, 1997, the Audit Committee of the
Board of Directors held one meeting. The Audit Committee reviews, acts on and
reports to the Board of Directors with respect to various auditing and
accounting matters, including the selection of the Company's auditors, the scope
of the annual audits, fees to be paid to the Company's auditors, the performance
of the Company's auditors and the accounting practices of the Company. During
1997, Messrs. Hummer, Grady, Mendel, Holt and Marengi served as members of the
Audit Committee. The current members of the Audit Committee are Messrs. Mendel
and Millard.
During the fiscal year ended December 31, 1997, the Compensation Committee
of the Board of Directors held one meeting. The Compensation Committee reviews
the performance of the executive officers of the Company and reviews the
compensation programs for other key employees, including salary and cash bonus
levels and option grants under the 1995 Stock Option Plan, the 1990 Key Employee
Incentive Stock Option Plan and the 1992 Non-Statutory Stock Option Plan. During
1997, Messrs. Hummer, Grady, Mendel, Holt and Marengi served as members of the
Audit Committee. The current members of the Compensation Committee are Messrs.
Mendel and Millard.
DIRECTOR COMPENSATION
Except for grants of stock options, directors of the Company generally do
not receive compensation for services provided as a director. The Company also
does not pay compensation for committee participation or special assignments of
the Board of Directors.
Non-employee Board members are eligible for option grants pursuant to the
provisions of the Automatic Option Grant Program and the Non-Statutory Option
Grant Program under the Company's 1995 Stock Option Plan. Under the Automatic
Option Grant Program, each individual who was a non-employee Board member on the
date of the Company's initial public offering and each individual who first
becomes a non-employee Board member after the date of such offering will be
granted an option to purchase 50,000 shares on the date such individual joins
the Board. In addition, at each Annual Shareholders Meeting, beginning with the
1997 Annual Meeting, each individual who has served as a non-employee Board
member for at least six months prior to such Annual Meeting will receive an
additional option grant to purchase 2,500 shares of Common Stock.
4
<PAGE>
Directors who are also employees of the Company are eligible to receive
options and are eligible to be issued shares of Common Stock directly under the
1995 Stock Option Plan and, if an executive officer of the Company, are eligible
to receive bonuses under the Executive Bonus Plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.
5
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, certain information regarding beneficially
ownership of the Company's Common Stock as of April 30, 1998 by (i) each person
who is known by the Company to own beneficially more than five percent of the
Company's Common Stock, (ii) each of the Company's directors and the executive
officers named in the Summary Compensation Table and (iii) all current directors
and executive officers as a group. Beneficial ownership has been determined in
accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain
shares may be deemed to be beneficially owned by more than one person (if, for
example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the
person has the right to acquire shares (for example, upon exercise of an option
or warrant) within sixty (60) days of the date as of which the information is
provided; in computing the percentage ownership of any person, the amount of
shares is deemed to include the amount of shares beneficially owned by such
person (and only such person) by
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<PAGE>
reason of such acquisition rights. As a result, the percentage of outstanding
shares of any person as shown in the following table does not necessarily
reflect the person's actual voting power at any particular date.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF SHARES
NAME AND ADDRESS BENEFICIALLY BENEFICIALLY
OF BENEFICIAL OWNER(1) OWNED OWNED(2)
- ------------------------------------------------------------------------- ----------------- --------------------
<S> <C> <C>
Jeffrey F. Ait(3)........................................................ 619,000 6.8%
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
John Ambrose(4).......................................................... 0 *
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
Song Huang(5)............................................................ 39,375 *
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
Scott Allen(6)........................................................... 2,917 *
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
Stephen Mendel(7)........................................................ 173,713 2.0%
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
Allan Kaplan(8).......................................................... 83,250 1.0%
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
Terry Millard(9)......................................................... 410,000 4.8%
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
Steven Fingerhood(10).................................................... 173,713 2.0%
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
Steven Farber(11)........................................................ 50,000 *
c/o Site Technologies, Inc.
380 El Pueblo Rd, Ste 100
Scotts Valley, CA 95066
All current directors and executive officers as a group (5
persons)(12)........................................................... 1,385,963 14.3%
</TABLE>
- ------------------------
* Less than 1%.
(1) To the Company's knowledge, the persons named in the table have sole voting
and investment power with respect to all shares of Common Stock shown
beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes to this table.
(2) Percentage ownership is based on: 8,516,380 shares of Common Stock
outstanding as of April 30, 1998 and any shares issuable pursuant to
securities convertible into or exercisable for shares of Common Stock by
the person or group in question on April 30, 1998 or within 60 days
thereafter.
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<PAGE>
(3) Includes 600,000 shares of Common Stock subject to a stock option, which is
currently exercisable or exercisable within sixty (60) days after April 30,
1998.
(4) Mr. Ambrose served as the Company's Chief Executive Officer from April 22,
1996 through March 25, 1997
(5) Consists of a stock option grant which is currently exercisable or
exercisable within sixty (60) days of April 30, 1998.
(6) Consists of a stock option grant which is currently exercisable or
exercisable within sixty (60) days of April 30, 1998.
(7) Includes an option to purchase 20,000 shares of Common Stock granted in
July 1997 and an option to purchase 30,000 shares of Common Stock granted
in February 1998 which are immediately exercisable but subject to a right
of repurchase upon termination of service as a director that lapses in
equal annual installments over three years and lapses in full on a
specified change in control. Also includes 123,713 shares of Common Stock
held by SLF Partners II, L.P. and SLF Partners III, L.P. Mr. Mendel, a
director of the Company, is a special limited partner in each of SLF
Partners II, L.P. and SLF Partners III, L.P. Mr. Mendel disclaims
beneficial ownership of the securities held by these entities except for
his pecuniary interest therein arising from his limited partnership
interest in SLF Partners II, L.P. and SLF Partners III, L.P.
(8) Includes an option to purchase 50,000 shares of Common Stock granted in
April 1998 which is immediately exercisable but subject to a right of
repurchase upon termination of service as a director that lapses in equal
annual installments over three years and lapses in full on a specified
change in control.
(9) Includes an option to purchase 50,000 shares of Common Stock granted in
April 1998 which is immediately exercisable but subject to a right of
repurchase upon termination of service as a director that lapses in equal
annual installments over three years and lapses in full on a specified
change in control. Also includes 360,000 shares of Common Stock held by
Inlet, Inc. Mr. Millard is President of Inlet, Inc.
(10) Consists of an option to purchase 50,000 shares of Common Stock granted in
April 1998 which is immediately exercisable but subject to a right of
repurchase upon termination of service as a director that lapses in equal
annual installments over three years and lapses in full on a specified
change in control. Also includes 123,713 shares of Common Stock held by SLF
Partners II, L.P. and SLF Partners III, L.P. Mr. Fingerhood is a director
of the Company, and a general partner in each of SLF Partners II, L.P. and
SLF Partners III, L.P. Mr. Fingerhood disclaims beneficial ownership of the
securities held by these entities except for his pecuniary interest therein
arising from his general partnership interest in SLF Partners II, L.P. and
SLF Partners III, L.P.
(11) Includes an option to purchase 50,000 shares of Common Stock granted in
April 1998 which is immediately exercisable but subject to a right of
repurchase upon termination of service as a director that lapses in equal
annual installments over three years and lapses in full on a specified
change in control.
(12) Consists of 535,963 shares of Common Stock and 800,000 shares of Common
Stock subject to stock options currently exercisable or exercisable within
sixty (60) days of April 30, 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors was formed on
December 1, 1995, and the members of the Compensation Committee are Messrs.
Mendel and Millard. Neither of these individuals was at any time during 1997 or
at any other time, an officer or employee of the Company. No executive officer
of the Company serves as a member of the board of directors or compensation
committee
8
<PAGE>
of any entity that has one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Stephen Mendel joined the Company's board of directors upon the Company's
acquisition of Site Technologies, Inc. ("Site") in July 1997 (the
"Acquisition"). Prior to the Site Acquisition, Mr. Mendel was a member of the
board of directors and shareholder of Site. Steven L. Fingerhood was also a
shareholder of Site prior to joining the Company's board of directors in April
1998.
The Company acquired Inlet Divestiture Corp. ("Inlet") in November 1997. Mr.
Millard is President of Inlet and joined the Company's board of directors in
April 1998.
EXECUTIVE COMPENSATION AND RELATED INFORMATION
The following table sets forth the compensation earned by the Company's
Chief Executive Officer, two employees who earned (or would have earned) salary
and bonus for the 1997 fiscal year in excess of $100,000 and a former Chief
Executive Officer (collectively, the "Named Officers") for services rendered in
all capacities to the Company and its subsidiaries for that fiscal year:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-------------
AWARDS
-------------
ANNUAL COMPENSATION NUMBER OF
------------------------------------------------------ SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS (#) COMPENSATION ($)
- --------------------------------- --------- ---------- ------------ ----------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey F. Ait(1) ............... 1997 $ 116,888 $ 45,000(2) $ 4,500(3) 225,000 $ 169(4)
Chief Executive Officer, Chief 1996 -- -- -- -- --
Financial Officer and Director 1995 -- -- -- -- --
John J. Ambrose(5) .............. 1997 28,000 -- 1,500(3) -- 95,007(7)
Chief Executive Officer and 1996 78,461 25,000(6) 4,500(3) 145,000 26(4)
Director 1995 -- -- -- -- --
Song Huang(8) ................... 1997 110,000 7,500 4,800(9) -- 208(4)
Vice President of Business 1996 87,375 45,000 4,400(9) 70,000 190(4)
Development 1995 -- -- -- -- --
Scott Allen(10) ................. 1997 50,420 5,625 1,385(11) 50,000 94(4)
Vice President of Marketing 1996 -- -- -- -- --
1995 -- -- -- -- --
</TABLE>
- ------------------------
(1) Mr. Ait joined the Company as Chief Executive Officer and a director of the
Company, effective March 25, 1997; his annual salary is currently set at
$165,000.
(2) Represents a signing bonus of $15,000 and quarterly objective bonuses of
$30,000.
(3) Represents a $500 per month car allowance.
(4) Represents life insurance premiums paid by the Company with respect to
insurance policies on the lives of Messrs. Ait, Ambrose, Huang and Allen.
(5) Mr. Ambrose served as the Company's Chief Executive Officer from April 22,
1996 through March 25, 1997.
9
<PAGE>
(6) Represents a signing bonus of $25,000.
(7) Represents a $7 life insurance premium and a severance payment of $95,000.
(8) Mr. Huang joined the Company as Vice President Internet Product Marketing
in January 1996.
(9) Represents a $400 per month car allowance.
(10) Mr. Allen joined the Company as Vice President of Marketing in July 1997.
(11) Represents a $500 per month car allowance for 12 weeks.
STOCK OPTION INFORMATION
The following table contains information concerning stock option grants made
to the Named Officers during the fiscal year ended December 31, 1997. No
freestanding stock appreciation rights were granted to these individuals during
such year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH)(3) DATE
- ---------------------------------------------------------------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C>
Jeffrey F. Ait.................................................. 225,000(1) 35.3% $ 2.25 03/25/07
John J. Ambrose................................................. -- 0% -- --
Song Huang...................................................... 0 0% -- 07/25/07
Scott Allen..................................................... 50,000(2) $ 1.13 --
</TABLE>
- ------------------------
(1) The option listed is immediately exercisable. The shares purchasable
thereunder are subject to repurchase by the Company at the original exercise
price paid per share upon the optionee's cessation of service prior to
vesting in such shares. The repurchase right lapses and the optionee vests
in a series of equal monthly installments over thirty-six months of service
commencing on the date of grant of the option. These options were granted at
an exercise price equal to the fair market value of the Company's Common
Stock as determined by the Board of Directors of the Company on the date of
grant. Each option has a maximum term of ten (10) years, subject to earlier
termination in the event of the optionee's cessation of service with the
Company.
(2) The option listed vests 25% in one year from the date of grant of the option
and then in a series of equal monthly installments over thirty-six months of
service commencing one year from the date of grant of the option. The option
was granted at an exercise price equal to the fair market value of the
Company's Common Stock as determined by the Board of Directors of the
Company on the date of grant. Each option has a maximum term of ten (10)
years, subject to earlier termination in the event of the optionee's
cessation of service with the Company
(3) The exercise price may be paid in cash, in shares of the Company's 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. The
Company may also finance the option exercise by loaning the optionee
sufficient funds to pay the exercise price for the purchased shares,
together with any federal and state income tax liability incurred by the
optionee in connection with such exercise.
10
<PAGE>
The following table sets forth information concerning option holdings for
the fiscal year ended December 31, 1997 with respect to each of the Named
Officers. No stock appreciation rights were exercised during such year or were
outstanding at the end of that year.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT
YEAR END (#) FISCAL YEAR END(1)
SHARES ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------ ---------------- ------------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Jeffrey F. Ait...................... 0 0 225,000 0 0 0
John J. Ambrose..................... 0 0 0 0 0 0
Song Huang.......................... 0 0 28,333 41,667 0 0
Scott Allen......................... 0 0 0 50,000 0 3,000
</TABLE>
- ------------------------
(1) Based on the closing price per share of the Company's Common Stock as listed
on the OTCBB as of December 31, 1997 of $1.19, less the per share exercise
price.
BONUS PLAN. The Company has adopted a bonus plan for executive officers
that will pay officers based on the Company achievements and objectives set by
the Board of Directors.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
The Company is asking the shareholders to ratify the appointment of Price
Waterhouse LLP as the Company's independent public accountants for the fiscal
year ending December 31, 1998. The affirmative vote of the holders of a majority
of shares present or represented by proxy and voting at the Annual Meeting will
be required to ratify the appointment of Price Waterhouse LLP.
In the event the shareholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the Company's and its
shareholders' best interests.
Price Waterhouse LLP has audited the Company's financial statements for its
last eight fiscal years. Its representatives are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF PRICE WATERHOUSE LLP TO SERVE AS THE COMPANY'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The members of the Board of Directors, the executive officers of the Company
and persons who hold more than 10% of the Company's outstanding Common Stock are
subject to the reporting requirements of Section 16(a) of the Securities
Exchange Act of 1934, as amended, which require them to file reports with
respect to their ownership of the Company's Common Stock and their transactions
in such Common Stock. Based upon the copies of Section 16(a) reports that the
Company received from such persons for their 1997 fiscal year transactions in
the Common Stock and their Common Stock holdings and the written representations
received from one or more of such persons, the Company believes that all
reporting requirements under Section 16(a) for such fiscal year were met in a
timely manner by its executive officers.
11
<PAGE>
FORM 10-KSB
THE COMPANY WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF THE
COMPANY'S FORM 10-KSB REPORT FOR FISCAL YEAR 1997, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULE AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO SITE
TECHNOLOGIES, INC., 380 EL PUEBLO ROAD, SUITE 100, SCOTTS VALLEY, CALIFORNIA
95066, ATTN: SHARON L. FUGITT, CONTROLLER.
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Shareholder proposals that are intended to be presented at the 1999 Annual
Meeting that are eligible for inclusion in the Company's proxy statement and
related proxy materials for that meeting under the applicable rules of the
Securities and Exchange Commission must be received by the Company not later
than December 27, 1998 in order to be included. Such shareholder proposals
should be addressed to Site Technologies, Inc., 380 El Pueblo Rd., Scotts
Valley, California 95066, Attn: Sharon L. Fugitt, Corporate Secretary.
OTHER MATTERS
The Board knows of no other matters to be presented for shareholder action
at the Annual Meeting. However, if other matters do properly come before the
Annual Meeting or any adjournments or postponements thereof, the Board intends
that the persons named in the proxies will vote upon such matters in accordance
with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
Scotts Valley, California
May 15, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF
YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
12
<PAGE>
SITE TECHNOLOGIES, INC.
1998 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Site Technologies, Inc., a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement, each dated May 15, 1998 and hereby appoints
Jeffrey F. Ait and Stephen Mendel, or either of them, proxies and
attorney-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1998 Annual
Meeting of Shareholders of Site Technologies, Inc. to be held on June 19, 1998,
at 10:00 a.m., Pacific Time, at 380 El Pueblo Road, Suite 100, Scotts Valley,
CA, and at any adjournment(s) thereof, and to vote all shares of Common Stock
which the undersigned would be entitled to vote if then and there personally
present, on the matters set forth on the reverse side, and, in their
discretion, upon such other matter or matters which may properly come before
the meeting and any adjournment(s) thereof.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE ELECTION OF THE SPECIFIED NOMINEES AS
DIRECTORS, FOR THE RATIFICATION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998, AND AS SAID PROXIES
DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
SEE REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
<PAGE>
1. Proposal to elect Jeffrey F. Ait, Stephen Mendel, Allan Kaplan, Terry
Millard, Steven Fingerhood and Steven Farber as Directors to serve until the
next Annual Meeting of Shareholders, or until their successors are duly elected
and qualified.
/ / FOR / / AGAINST / / ABSTAIN
2. Proposal to ratify the appointment of Price Waterhouse, LLP as the
independent accountants of the Company.
/ / FOR / / AGAINST / / ABSTAIN
In their discretion, upon such other matter or matters which may properly come
before the meeting and any adjournment(s) thereof.
MARK HERE FOR
ADDRESS CHANGE / /
AND NOTE BELOW
This Proxy should be marked,
dated, signed by the
shareholder(s) exactly as his
or her name appears hereon,
and returned promptly in the
enclosed envelope. Persons
signing in a fiduciary
capacity should so indicate.
If shares are held by joint
tenants or as community
property, both should sign.
Signature: ____________ Date: __
Signature: ____________ Date: __
