<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Reality Interactive, 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.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
REALITY INTERACTIVE, INC.
Suite 400
7500 Flying Cloud Drive
Eden Prairie, MN 55344
April 15, 1997
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of
Reality Interactive, Inc., to be held at 3:30 p.m. on Monday, May 19, 1997, at
the AmeriSuites, 11369 Viking Drive, Eden Prairie, Minnesota.
Information about the business of the meeting and the nominees for election
as members of the Board of Directors is set forth in the formal meeting notice
and the proxy statement on the following pages.
We hope you can attend the meeting. However, if you will not be able to
join us, we urge you to exercise your right as a shareholder and vote. The vote
of every shareholder is important, and your prompt cooperation in completing,
signing and returning the enclosed proxy will be appreciated.
Sincerely,
/s/ Paul J. Wendorff
Paul J. Wendorff
Chairman, President and
Chief Executive Officer
<PAGE>
REALITY INTERACTIVE, INC.
Suite 400
7500 Flying Cloud Drive
Eden Prairie, MN 55344
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 19, 1997
TO THE SHAREHOLDERS OF REALITY INTERACTIVE, INC.:
Notice is hereby given that the Annual Meeting of Shareholders of Reality
Interactive, Inc. will be held at 3:30 p.m. on Monday, May 19, 1997, at the
AmeriSuites, 11369 Viking Drive, Eden Prairie, Minnesota, for the following
purposes:
1. To elect a Board of Directors.
2. To ratify the selection of Price Waterhouse LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997.
3. To consider and act upon any other business as may properly come before the
meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 9, 1997 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE IN ORDER TO
SAVE ANY FURTHER SOLICITATION EXPENSE. IF YOU LATER DESIRE TO REVOKE YOUR
PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.
By Order of the Board of Directors,
/s/ Wesley W. Winnekins
Wesley W. Winnekins
Secretary
Dated: April 15, 1997
<PAGE>
REALITY INTERACTIVE, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
MAY 19, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Reality Interactive, Inc. for use at the
Annual Meeting of Shareholders of the Company to be held at 3:30 p.m. on Monday,
May 19, 1997, at the AmeriSuites, 11369 Viking Drive, Eden Prairie, Minnesota,
and at any adjournment thereof. Shares represented by a proxy will be voted in
the manner directed by a shareholder. If no direction is made, the proxy will
be voted FOR the proposals set forth in this Proxy Statement. This Proxy
Statement and the accompanying form of proxy are being sent or given to
shareholders beginning on or about April 15, 1997 along with the Company's 1996
Annual Report to Shareholders.
Only shareholders of record at the close of business on April 9, 1997 are
entitled to notice of and to vote at the meeting or at any adjournment thereof.
On April 9, 1997, there were 4,677,407 shares of Common Stock of the Company
outstanding. Each share is entitled to one vote. Cumulative voting is not
permitted. Shares voted as abstentions on any matter (or a "withhold vote for"
as to a director) will be counted as shares that are present and entitled to
vote for purposes of determining the presence of a quorum at the meeting and as
unvoted, although present and entitled to vote, for purposes of determining the
approval of each matter as to which the shareholder has abstained. If a broker
submits a proxy that indicates the broker does not have discretionary authority
as to certain shares to vote on one or more matters, those shares will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum at the meeting, but will not be considered
as present and entitled to vote with respect to such matters. A shareholder
giving the enclosed proxy may revoke it at any time prior to its use by giving
written notice of such revocation to the Company at least five days prior to the
meeting or to the Secretary at the meeting.
The Board of Directors knows of no matters other than those described in
this Proxy Statement that may be brought before the meeting. However, if any
other matters are properly brought before the meeting, persons named in the
enclosed proxy or their substitutes will vote in accordance with their best
judgment on such matters.
All expenses in connection with the solicitation of proxies will be paid by
the Company. In addition to solicitation by mail, officers, directors and
regular employees of the Company who will receive no extra compensation for
their services, may solicit proxies by telephone, facsimile or personal calls.
A representative of Price Waterhouse LLP will be present at the Annual
Meeting to respond to appropriate questions and will make a statement if such
representative desires to do so.
1
<PAGE>
PROPOSAL NUMBER ONE - ELECTION OF DIRECTORS
It is the intention of the Company's management that the shares represented
by proxy, unless otherwise indicated thereon, be voted for the election of
Messrs. Wendorff, Eibensteiner and Bernards (the "Nominees"), each of whom has
consented to serve as a Director of the Company if so elected, and to hold
office until the next regular meeting of the shareholders.
In January 1997, Ronald A. Matricaria, President, Chief Executive Officer
and Chairman of St. Jude Medical, Inc., resigned as a member of the Company's
Board of Directors due to increasing business commitments at St. Jude Medical,
Inc.. As of April 15, 1996, the Company has not identified a suitable
replacement for Mr. Matricaria. The Company is currently seeking a qualified
candidate to fill this vacant seat.
Absent other instructions, the proxies will be voted FOR each of the
Nominees. If at the time of the Annual Meeting any Nominee shall have become
unable to serve as a Director for any reason, which event is not expected to
occur, the proxies will be voted for such nominees, if any, as shall be
designated by the Board of Directors.
Information regarding the Directors of the Company is set forth below:
NAME AGE OFFICES
---- --- -------
Paul J. Wendorff 43 Chairman of the Board, President and
Chief Executive Officer
Ronald E. Eibensteiner* 46 Director
James A. Bernards* 50 Director
- ----------------------------------------
* Denotes a member of the Compensation and Audit Committees
PAUL J. WENDORFF has served as the Company's Chairman of the Board,
President and Chief Executive Officer since the Company's inception in May 1994.
From December 1990 to May 1994, he served as Director of Strategic Markets for
Fourth Shift Corporation. From November 1983 to December 1990, he was Manager
of Mid Range Software for Management Science America, Inc. Prior to that he
served in various sales management positions for the American Hospital Supply
Corporation between December 1976 and November 1983.
RONALD E. EIBENSTEINER has served as a director of the Company since its
inception in May 1994. He has been involved in the formation of several
technology companies and, as President of Wyncrest Capital, Inc., has been a
seed investor in numerous development stage companies. He is a director of IVI
Publishing, Inc., an electronic publisher of health and medical titles in
interactive multimedia formats; IntraNet Solutions, an intranet based document
management company; and currently serves as Chairman of OneLink Communications,
an interactive voice response provider to the telecommunications industry. He
was also Chairman of Prodea Software Corporation, a data warehousing software
company, until its sale to Platinum TECHNOLOGY, INC. in January 1996.
JAMES A. BERNARDS has served as a director of the Company since July 1994.
He also is President of Facilitation, Inc., a provider of business and financial
consulting services. From 1981 to 1993 he was President of the accounting firm
Stirtz, Bernards & Co. He has been President of Brightstone Capital, Ltd., a
venture capital fund, since 1986, and is a director of Health Fitness Physical
Therapy Corporation, a provider of preventative and rehabilitative healthcare
services, and FSI International, Inc., a developer,
2
<PAGE>
manufacturer and marketer of products used in the technology areas of
microlithography, surface conditioning and chemical management.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON
STOCK REPRESENTED AT THE MEETING IS REQUIRED FOR THE ELECTION OF THE NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.
MEETINGS OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES
During the fiscal year ended December 31, 1996, the Board of Directors met
six times. All of the incumbent directors attended at least 75% of the meetings
of the Board of Directors and meetings of the committees on which they served.
The Board of Directors and its committees also act from time to time by written
consent in lieu of meetings.
The Board of Directors of the Company has standing audit and compensation
committees which have a current membership as indicated in the foregoing
section. The Board of Directors has no standing nominating committee.
The Audit Committee makes recommendations as to the selection of auditors
and their compensation, and reviews with the auditors the scope of the annual
audit, matters of internal control and procedure and the adequacy thereof, the
audit results and reports and other general matters relating to the Company's
accounts, records, controls and financial reporting. There was no formal
meeting of the Audit Committee during fiscal 1996.
The Compensation Committee reviews and recommends to the Board of Directors
the compensation guidelines for executive officers. There was no formal meeting
of the Compensation Committee during fiscal 1996.
During 1996, the Company paid $1,000 to Mr. Matricaria for each of the four
Board of Directors meetings he attended. Other outside directors did not
receive compensation during 1996 for serving on the Board of Directors.
Directors who are also employees of the Company do not receive any additional
compensation for serving on the Board of Directors.
3
<PAGE>
EXECUTIVE OFFICERS
NAME AGE OFFICES
---- --- -------
Paul J. Wendorff 43 President, Chief Executive Officer
Wesley W. Winnekins 35 Chief Financial Officer, Secretary
Bruce W. Fischer 51 Director of Business Development
Andrew R. Keith 40 Director of Marketing
James J. Morrison 40 Director of Production
Steven C. Peterson 33 Director of Technology
See the biographical information for Mr. Wendorff under "Election of
Directors."
WESLEY W. WINNEKINS, a certified public accountant, has served as the
Company's Chief Financial Officer since June 1995 and as the Company's Secretary
since January 1996. From June 1993 to May 1995, he was the Director of
Operations/Controller at Ruth Stricker's Fitness Unlimited, Inc. From November
1991 to June 1993, he served as the Accounting Manager for Fourth Shift
Corporation, and from September 1990 to October 1991, he served as the Corporate
Controller for Authorware, Inc. From June 1985 to September 1987, he served as
an auditor for Arthur Andersen & Co.
BRUCE W. FISCHER has served as the Company's Director of Business
Development Since June 1994. From December 1989 to June 1994, he served as a
marketing Product Manager for Fourth Shift Corporation. From September 1987 to
December 1989, he was a manager at Options Group, Inc., and from January 1981 to
September 1987, he was Senior Industry Consultant for Management Science
America.
ANDREW R. KEITH has served as the Company's Director of Marketing since May
1995. From October 1992 to April 1995, he served as National Marketing Manager
for Ideal Learning/Lifetouch Inc. ("Lifetouch"). From May 1992 to October 1992,
he was a principal and co-founder of Mediapros Ltd., a company subsequently
acquired by Lifetouch, and from December 1989 to April 1992, he was Product
Marketing Manager for Authorware, Inc. From September 1984 to November 1989, he
was Manager of Marketing Communications for Crossfield News Publishing Systems.
JAMES J. MORRISON has served as Director of Production since June 1994. He
was manager of Customer Software Services and Product Manager for Fourth Shift
Corporation from October 1988 to June 1994. From June 1987 to October 1988, he
was Manufacturing Systems Consultant for Cullinet, Inc., and from September 1981
to June 1987, he was Manager of Process Integration for Donaldson Company, Inc.
STEVEN C. PETERSON has served as the Company's Director of Technology since
June 1994. From December 1993 to June 1994, he served as Director of Product
Development for Database Network Services Ltd, and from April 1988 to December
1993, he held various management and technical positions in product development,
training, consulting and product support at Fourth Shift Corporation.
4
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than 10% of the
Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC"). Such
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers and directors of
the Company's Common Stock, the Company believes that such persons complied with
all Section 16(a) filing requirements in a timely manner for the fiscal year
ending December 31, 1996.
EXECUTIVE COMPENSATION
The following table sets forth the compensation awarded to or earned in
fiscal years 1994, 1995 and 1996 by the Company's Chief Executive Officer. No
other executive officer of the Company earned salary and bonus in excess of
$100,000 during 1996.
SUMMARY COMPENSATION TABLE
LONG-TERM
FISCAL ANNUAL COMPENSATION COMPENSATION
------------------- ------------
NAME YEAR SALARY (1) BONUS OPTIONS (2)
- ---- ---- ---------- ----- -----------
Paul J. Wendorff 1996 $115,333 $15,000 75,000
President and Chief Executive Officer 1995 84,000 -- 30,000
1994 45,500 -- 30,000
- -------------------------------
(1) Mr. Wendorff's salary in 1994 was paid from the Company's inception in May
1994 to December 31, 1994. The current annual salary of Mr. Wendorff is
$125,000.
(2) In 1996, Mr. Wendorff was granted an option to purchase 75,000 shares of
Common Stock, at $4.54 per share, in connection with a 1996 performance
plan approved by the Compensation Committee of the Board of Directors. On
March 5, 1997, this option was canceled by the Compensation Committee, and
an option to purchase 75,000 shares of Common Stock was granted to Mr.
Wendorff at an exercise price of approximately $.89 per share in connection
with a 1997 performance plan. Such options shall become 100% vested on the
fifth anniversary of the grant date, but may vest earlier if certain
performance objectives are achieved. As of March 15, 1997, none of these
performance objectives had been met. For 1995 and 1994, options to
purchase a total of 60,000 shares of Common Stock were granted at $1.98 per
share. Of this amount, options to purchase 30,000 shares of Common Stock
are currently vested. The remainder of such options vest in two equal
installments over the next two years.
5
<PAGE>
The following table summarizes the options granted to the executive officer
named in the Summary Compensation Table in 1996.
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
NUMBER OF SECURITIES PERCENT OF TOTAL OPTIONS
UNDERLYING OPTIONS GRANTED TO EMPLOYEES EXERCISE EXPIRATION
NAME GRANTED IN FISCAL 1996 PRICE DATE
- ---- -------------------- ----------------------- -------- ----------
<S> <C> <C> <C> <C>
Paul J. Wendorff 75,000 41.4% $.89375 3/5/02
</TABLE>
No options were exercised by the executive officer named in the Summary
Compensation Table during fiscal year 1996. The following table summarizes the
number of unexercised options held by the executive officer named in the Summary
Compensation Table as of December 31, 1996.
OPTION VALUES AT DECEMBER 31, 1996
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT END OF IN-THE-MONEY OPTIONS
FISCAL 1996 AT END OF FISCAL 1996 (1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Paul J. Wendorff 30,000 105,000 $-- $--
- -------------------
</TABLE>
(1) Value based on the difference between the closing price of the Company's
Common Stock as reported by the NASDAQ Small Cap Market on December 31,
1996 and the option exercise price per share multiplied by the number of
shares subject to the option. No options were in-the-money as of December
31, 1996.
6
<PAGE>
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information with respect to
beneficial ownership of the Company's Common Stock as of February 28, 1997 by:
(i) each director of the Company, (ii) each executive officer of the Company
named in the Summary Compensation Table, (iii) all directors and executive
officers of the Company as a group and (iv) each person or entity known by the
Company to own beneficially more than 5% of the Company's Common Stock. Unless
noted below, the address of each of the following shareholders is the same as
the Company.
BENEFICIAL OWNERSHIP (1)
-----------------------
NAME SHARES PERCENT
---- --------- -----------
Perkins Capital Management, Inc.(2)....... 1,824,850 32.8%
730 E. Lake Street
Wayzata, Minnesota 55391
Paul J. Wendorff(3)....................... 599,575 12.7
The Perkins Opportunity Fund(4)........... 550,000 11.1
730 E. Lake Street
Wayzata, Minnesota 55391
Ronald E. Eibensteiner(5)................. 291,488 6.1
Suite 1860
Midwest Plaza
801 Nicolett Mall
Minneapolis, Minnesota 55402
Brightstone Funds(6)...................... 253,195 5.3
7200 Metro Blvd.
Edina, Minnesota 55439
James A. Bernards(7)...................... -- --
All directors and executive officers
as a group (7 persons)(8)............... 1,247,778 25.4
- --------------------
(1) Shares of Common Stock subject to options or warrants currently exercisable
or exercisable within 60 days of February 28, 1997 are deemed to be
outstanding for purposes of computing the percentage of shares beneficially
owned by the person holding such options or warrants, but are not deemed to
be outstanding for purposes of computing such percentage for any other
person. Except as indicated by footnote, the persons named in the table
above have the sole voting and investment power with respect to all shares
of Common Stock shown as beneficially owned by them.
(2) Includes 884,500 shares of Common Stock subject to warrants.
(3) Includes 30,000 shares of Common Stock subject to options.
(4) Includes 275,000 shares of Common Stock subject to warrants. Perkins
Capital Management, Inc. serves as investment advisor to The Perkins
Opportunity Fund, which holds voting and dispositive power over such
shares. Perkins Capital Management, Inc. disclaims beneficial ownership of
such shares.
7
<PAGE>
(5) Includes 176,300 shares of Common Stock and 115,188 shares of Common Stock
subject to warrants and options, owned in each case by Wyncrest Capital,
Inc., an investment fund controlled by Mr. Eibensteiner.
(6) Includes 111,111 shares of Common Stock held by Brightstone Fund V; 68,975
shares of Common Stock and 43,109 shares of Common Stock subject to
warrants held by Brightstone Fund VI; and 30,000 shares of Common Stock
subject to options held by Brightstone Capital, Ltd. Brightstone Capital,
Ltd. is the general partner of Brightstone Fund V and Brightstone Fund VI.
(7) Excludes an aggregate of 253,195 shares held by Brightstone Capital, Ltd.,
Brightstone Fund V and Brightstone Fund VI. See Note 5 above. Mr.
Bernards is the President of Brightstone Capital, Ltd. Mr. Bernards
disclaims beneficial ownership of such shares.
(8) See Notes 2 through 7 above. Includes an additional 274,215 shares of
Common Stock and 82,500 shares of Common Stock subject to options held by
officers not listed in the above table.
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 1995, Marcel Eibensteiner, the brother of Ronald Eibensteiner,
guaranteed $100,000 of the Company's indebtedness to BankWindsor on terms and
conditions identical to other guarantors. In consideration for the guarantee,
the Company issued to Mr. Eibensteiner warrants to purchase 20,000 shares of
Common Stock. The warrants are exercisable at a price per share of $3.00 and
expire in 2000.
As part of a bridge financing effort in 1995, the Company issued warrants
to purchase 43,109 and 25,188 shares of Common Stock along with two convertible
promissory notes in the amounts of $200,000 and $120,000 to Brightstone Fund VI
and Wyncrest Capital, Inc., respectively. Mr. Bernards, a director of the
Company, is the President of Brightstone Capital, Ltd., which is the general
partner of Brightstone Fund VI, and Mr. Eibensteiner, a director of the Company,
is the President of Wyncrest Capital, Inc. The convertible promissory notes
carried interest at 9.0% per annum. The warrants are exercisable over a
three-year period at a price of $2.40 per share. On September 12, 1995, in
connection with a private placement of Preferred Stock, the Company issued
68,975 and 40,300 shares of Preferred Stock at a purchase price of $3.00 per
share to Brightstone Fund VI and Wyncrest Capital, respectively, upon the
conversion of the two convertible promissory notes and accrued interest thereon.
In connection with the Company's private placement of 726,900 shares of
Preferred Stock from September 1996 to December 1996, Mr. Wendorff, George
Robinson (a former executive officer of the Company), Wesley Winnekins, Bruce
Fischer, James Morrison and Andrew Keith purchased shares of Preferred Stock for
cash consideration of $3.00 per share on terms and conditions identical to other
investors in the private placement.
9
<PAGE>
PROPOSAL NUMBER TWO - RATIFY APPOINTMENT OF AUDITORS
The Board of Directors has appointed Price Waterhouse LLP as the Company's
independent auditors for the year ending December 31, 1997, and recommends that
the shareholders ratify that appointment. Price Waterhouse LLP has no
relationship with the Company other than that arising from its employment as
independent auditors. Representatives from Price Waterhouse LLP will 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
from shareholders.
THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES OF COMMON
STOCK REPRESENTED AT THE MEETING IS REQUIRED TO RATIFY THIS APPOINTMENT. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THIS APPOINTMENT.
PROPOSALS FOR THE NEXT ANNUAL MEETING
According to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended, a shareholder may require that certain proposals suggested by
the shareholder be voted upon at a shareholder meeting. Information concerning
any such proposal may be submitted to the Company for inclusion in the Company's
proxy statement. Any such proposal to be considered at the Company's Annual
Meeting of shareholders to be held in 1998 should be submitted to the Company on
or before December 16, 1997.
By Order of the Board of Directors,
/s/ Wesley W. Winnekins
Wesley W. Winnekins
Secretary
April 15, 1997
10
<PAGE>
PROXY
REALITY INTERACTIVE, INC.
ANNUAL MEETING OF SHAREHOLDERS -- MAY 19, 1997
The undersigned hereby appoints Paul J. Wendorff and Wesley W. Winnekins
(the "Proxies"), each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
Common Stock of Reality Interactive, Inc., held of record by the undersigned on
April 9, 1997, at the ANNUAL MEETING OF SHAREHOLDERS to be held on May 19, 1997,
or any adjournment thereof.
(1) ELECTION OF / / FOR all nominees / / WITHHOLD AUTHORITY
DIRECTORS: (except as marked below) to vote for nominees
PAUL J. WENDORFF RONALD E. EIBENSTEINER JAMES A. BERNARDS
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
(2) The proposal to ratify and approve the appointment of Price Waterhouse LLP
as the Company's independent auditor.
/ / FOR / / AGAINST / / ABSTAIN
(CONTINUED, AND TO BE COMPLETED AND SIGNED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM THE OTHER SIDE)
THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED IN
FAVOR OF THE PROPOSALS.
Dated: , 1997
----------------------------
Signed:
-----------------------------------
Signature of Shareholder
Signed:
-----------------------------------
Signature of Shareholder (if held
jointly)
Please vote, date and sign this proxy as
your name is printed hereon. When signing
as attorney, executory administrator,
trustee, guardian, etc. give full title as
such. If the stock is held jointly, each
owner should sign. If a corporation, please
sign in full corporate name by President or
other authorized officer. If a partnership,
please sign in partnership name by
authorized person.
PLEASE VOTE, DATE AND SIGN THIS PROXY PROMPTLY. A RETURN ENVELOPE IS ENCLOSED
FOR YOUR CONVENIENCE.
