<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section 240.14a-12
Exigent International, 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)(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:
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(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>
[LETTERHEAD OF EXIGENT INTERNATIONAL]
July 2, 1997
Dear Beneficial Shareholder:
I am pleased to announce Exigent International, Inc.'s Annual Meeting of
Shareholders. The meeting is to be held at the Rialto Hilton, Ballroom A, 200
Rialto Place, Melbourne, Florida, on Wednesday, July 30, 1997, at 10:00 a.m.
Only shareholders of record at the close of business on June 11, 1997, shall be
entitled to notice of the meeting. Only shareholders of record at the close of
business on June 11, 1997, shall be entitled to exercise a proxy for the
meeting. Proxy ballots have been sent to all such shareholders of record. The
enclosed copy of the proxy statement covers the formal business of the meeting
and is for information only.
Respectfully,
/s/ Don F. Riordan, Jr.
- -----------------------
Don F. Riordan, Jr.
Secretary
1225 Evans Road . Melbourne, Florida 32904-2314
(407) 952-7550 Fax (407) 952-7555
<PAGE>
EXIGENT INTERNATIONAL, INC.
1225 Evans Road
Melbourne, Florida 32904
___________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 30, 1997
___________________________________________________________
PLEASE TAKE NOTICE THAT the Annual Meeting of Shareholders of EXIGENT
INTERNATIONAL, INC. (the "Company") will be held at Rialto Hilton, Ballroom A,
200 Rialto Place, Melbourne, Florida on Wednesday, July 30, 1997, at 10:00 a.m.
EDT, for the purposes enumerated below:
1. To elect seven (7) directors to serve on the Board for a term of one year
and until their successors are duly elected.
2. To ratify the appointment of Hoyman, Dobson & Company, P.A. as the Company's
independent Certified Public Accountants for the audit of fiscal year ending
January 31, 1997.
3. To ratify the appointment of Berman, Hopkins, Wright, Arnold & LaHam, LLP to
perform the independent valuation of the Company, as of January 31, 1997,
for the purpose of establishing the capital stock value in the Software
Technology, Inc. Employee Stock Ownership Plan (ESOP).
4. To act upon such other matters as may properly come before the meeting or
any postponements or adjournments thereof.
Only shareholders of record at the close of business on June 11, 1997 shall
be entitled to notice of and to exercise their vote at the meeting or any
postponements or adjournments thereof.
All shareholders who find it convenient to do so are cordially invited to
attend the meeting in person. Whether or not you plan to attend the meeting,
please specify your vote on the accompanying proxy sheet, sign, date, and return
it as promptly as possible in the postage paid envelope provided.
A copy of the Company's Annual Report (including Form 10-K) and first
quarter report on Form 10-Q are enclosed.
DATED at Melbourne, Florida this 2nd day of July, 1997.
BY ORDER OF THE BOARD OF DIRECTORS
"Don F. Riordan, Jr."
Don F. Riordan, Jr., Secretary
<PAGE>
EXIGENT INTERNATIONAL, INC.
PROXY STATEMENT
July 2, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors and management of Exigent International, Inc., a Delaware
corporation (the "Company"), of proxies for use at the Annual Meeting of
Shareholders of the Company (the "Annual Meeting") to be held at the Rialto
Hilton, Ballroom A, 200 Rialto Place, Melbourne, Florida, on Wednesday, July 30,
1997, at 10:00 a.m. EDT, and at any and all postponements or adjournments
thereof, for the purposes set forth in the accompanying Notice of Meeting. The
cost of the proxy solicitation will be borne by the Company.
This Proxy Statement, Notice of Meeting and accompanying proxy were first
mailed to shareholders on or about July 2, 1997.
General Information
The Board of Directors has fixed June 11, 1997 as the record date for the
meeting. Only shareholders of record at the close of business on June 11, 1997
are entitled to notice of and to vote the class of shares of the Company held by
them, on such date at the Annual Meeting or any and all postponements or
adjournments thereof. As of June 11, 1997, 697,320 Class A Preferred Shares and
3,786,475 Common Shares were issued and outstanding.
Each share of each class entitles the holder thereof to cast one vote on
each matter to be voted upon at the Annual Meeting. The holders of Class A
Preferred Shares are entitled to elect 75% of the members of the Board of
Directors of the Company. Holders of Common Shares are only entitled to elect
25% of the members of the Board of Directors of the Company. The two nominees
who receive the greatest number of votes of holders of Common Shares will be
designated the directors elected by the holders of Common Shares. If more than
two nominees receive the same number of votes (which is also the greatest
number), Dean W. Boley and/or Daniel J. Stark (if included in that number) will
be designated the directors elected by the holders of Common Shares. If both Mr.
Boley and Mr. Stark do not receive the greatest number of votes of holders of
Common Shares, the holders of Common Shares present at the meeting, in person or
by proxy, will vote on the designation of the two directors from among those
nominees receiving the greatest number of votes from the holders of Common
Shares. Except with respect to matters which require voting by class,
shareholders of all classes will vote together on all matters properly brought
before the shareholders.
If the accompanying proxy sheet is properly signed and returned to the
Company and not revoked, it will be voted in accordance with the instructions
contained therein. Unless contrary instructions are given, the designated proxy
holder in the accompanying proxy sheet will vote FOR the Board of Directors
slate of nominees, FOR ratification of the appointment of Hoyman, Dobson &
Company, P.A. as the Company's independent Certified Public Accountants for the
financial audit of fiscal year ending January 31, 1997, and FOR ratification of
the appointment of Berman, Hopkins, Wright, Arnold & LaHam, LLP to perform the
independent valuation of the Company as of January 31, 1997, for the purpose of
establishing the capital stock value in the Company's Employee Stock Ownership
Plan (ESOP). Each such proxy granted by a shareholder other than ESOP
participants may be revoked by such shareholder at any time before it is
exercised by filing with the Secretary of the Company a revoking instrument or a
duly executed proxy bearing a later date. For the shareholders other than ESOP
participants, the powers of the proxy holders will be suspended if the person
executing the proxy attends the Annual Meeting in person and so requests.
Attendance at the Annual Meeting will not, in itself, constitute revocation of
the proxy.
The presence at the Annual Meeting, in person or by proxy, of one-third of
the issued shares on July 30, 1997 will constitute a quorum.
<PAGE>
Stock Ownership of Directors, Executives and Certain Other Shareholders
The following table reflects shares held as of June 11, 1997, by each
director, executive officer, and 5% or greater shareholder of the Company.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Title of Class Total Number of Percent
-------------- Securities Owned of
Name and Address Beneficially (1) Class (2)
- ---------------- ---------------- ---------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Dean W. Boley Common 729,402 18%
832 Palmetto Terrace Class A Preferred 110,632 16%
Oviedo, Florida Warrants 74,610 7%
- ------------------------------------------------------------------------------------------------------------------------------------
Jeffrey C. Clift Common 9,660 *
571 Wethersfield Place Class A Preferred 1,781 *
Melbourne, Florida Warrants 1,200 *
- ------------------------------------------------------------------------------------------------------------------------------------
Rudiger D. Lichti Common 335,252 9%
304 Palm Court Class A Preferred 50,694 7%
Indialantic, Florida Warrants 34,188 3%
- ------------------------------------------------------------------------------------------------------------------------------------
William K. Presley Common 15,546 *
635 Kenwood Court Class A Preferred 2,329 *
Satellite Beach, Florida Warrants 1,572 *
- ------------------------------------------------------------------------------------------------------------------------------------
Don F. Riordan, Jr. Common 341,618 9%
414 LaCosta Street Class A Preferred 51,558 7%
Melbourne Beach, Florida Warrants 34,770 3%
- ------------------------------------------------------------------------------------------------------------------------------------
Daniel J. Stark Common 713,930 18%
5180 Sandlake Drive Class A Preferred 110,486 16%
Melbourne, Florida Warrants 74,514 7%
- ------------------------------------------------------------------------------------------------------------------------------------
Benard R. Smedley Common 5,000 *
295 A1A, # 205 Class A Preferred 0 *
Satellite Beach, Florida Warrants 0 *
- ------------------------------------------------------------------------------------------------------------------------------------
P. Bradley Walker (3) Common 51,950 1%
12 Green Brier Class A Preferred 0 0%
Parkersburg, West Virginia Warrants 46,200 4%
- ------------------------------------------------------------------------------------------------------------------------------------
STI ESOP (4) Common 2,275,212 52%
1226 Evans Road Class A Preferred 340,886 49%
Melbourne, Florida Warrants 229,896 21%
- ------------------------------------------------------------------------------------------------------------------------------------
Total number of shares owned Common 1,867,106 43%
by directors and executive Class A Preferred 276,786 40%
officers as a group Warrants 232,866 22%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than 1%.
(1) Except as described below, all owners have sole voting power and sole
investment power over all shares listed. The number of shares owned
does not include shares allocated to such person's account in the ESOP,
but does include the number of shares which may be received if the
listed Class A Preferred Shares are converted to Common Shares and the
listed warrants are exercised.
(2) These figures include the Common Shares which could be received by the
listed holder upon conversion of Class A Preferred Shares exclusive of
all other Class A Preferred Shareholders. These figures also include
only Common Shares which could be issued upon the conversion of the
outstanding Common Stock Purchase Warrants held by the listed holders
Shares exclusive of all other warrant holders. Holders of the warrants
could receive up to 1,070,270 Common Shares upon exercise of the
warrants.
(3) The Shares and Warrants listed as beneficially owned by Mr. Walker are
owned by The Walker Group, Inc. which received shares and warrants as a
shareholder of Monogenesis Corporation in the distribution by
Monogenesis to its shareholders. Mr.
<PAGE>
Walker is Chairman and control shareholder of The Walker Group, Inc.
In addition, Joseph Walker & Sons, Inc. which employs Mr. Walker as a
consultant received warrants from STI as compensation for services
which warrants were exchanged for warrants of the Issuer.
(4) The ESOP shares are voted by the trustee, Don Riordan.
Brad Walker, a director of Software Technology, Inc., the company's wholly
owned subsidiary (OSTIO) from March of 1996 to January of 1997 and a director of
the Company since May of 1996, provides consulting services to the Company and
STI through Joseph Walker & Sons, Inc. ("JWSI") which received $94,620 in
consulting fees from STI during the past year as well as warrants. Of that
amount, $45,000 was paid for completion of the obligations under the agreement
between STI and JWSI. JWSI also expects to provide consulting services to
Exigent and STI in the future from which fees Mr. Walker is expected to benefit.
In addition, Mr. Walker is Secretary of Monogenesis Corporation which
received shares of stock and warrants of the Company which it distributed to its
shareholders in connection with a registration statement. He is also Chairman
and control shareholder of The Walker Group, Inc. which received shares of stock
of the Company from Monogenesis in the distribution.
ITEM 1.
ELECTION OF DIRECTORS
The Board of Directors of the Company (referred to herein as the "Board")
is composed of seven directors who are elected at the annual meeting to hold
office until the next succeeding annual meeting or until their successors shall
have been elected and qualified. The Board proposes that the following seven (7)
nominees, all of whom are currently serving directors, be elected for a term of
one year and until their successors are duly elected and qualified: Dean Willis
Boley, Jeffrey Charles Clift, William Keith Presley, Don Francis Riordan, Jr.,
Daniel Joseph Stark, Bernard R. "Bernie" Smedley, and Philip Bradley Walker.
The Board has no reason to believe that any of the foregoing nominees will
not serve if elected, but if any of them should become unavailable to serve as a
director, and if the Board shall designate a substitute nominee, the persons
named as proxies will vote for the substitute nominee designated by the Board of
Directors.
Election of directors will require the affirmative vote of a majority of
the shares represented in person or by proxy and entitled to vote at the Annual
Meeting. If elected, all nominees are expected to serve until the 1998 annual
meeting of shareholders and until their successors are duly elected and
qualified.
Information concerning the persons nominated for election as directors is
set forth below.
Dean W. Boley
Director since: 1978
Mr. Boley, age 59, was one of the founders of STI and has been a director and
employee of STI since its beginning in 1978. He is currently a director of
Exigent. He retired as President of STI in October 1992. Mr. Boley has held
various offices with STI including the office of the Chairman of the Board,
Secretary, Treasurer and Vice President. He received a B.S. in Petroleum
Engineering from West Virginia University in 1961.
Jeffrey C. Clift
Director since: 1992
Mr. Clift, age 41, was a director of STI from February 1993 to 1997. He is
currently a director and President and Chief Operations Officer of Exigent, and
served as President and Chief Executive Officer of STI from October 1992 through
January 1997. Prior to becoming President of STI, Mr. Clift had been Director
of Operations for STI since 1988. From 1983 to 1988, he was
<PAGE>
a Software/Systems engineer for STI. As a Software/Systems engineer, he gained
experience in the analysis, design and development of real-time software systems
for Department of Defense satellite applications including space data
processing, satellite system and subsystem testing, ground station operations,
mission support and payload processing. From 1978 to 1982, he was a software
engineer for Harris Corporation. Mr. Clift received a B.S. in Electrical
Engineering from the University of Florida in 1977.
William K. Presley
Director since: 1987
Mr. Presley, age 50, has held positions with STI as Chairman of the Board and
Vice President and President 1987. He is currently serving as a Director and
Chief Technical Officer of Exigent. He has been employed by STI since July, 1983
and currently serves in an oversite role for all of the company's technologies.
He has a management role in both the government and commercial sectors. He
serves in a senior software management role for the Naval Research Lab and the
MATT program. He reviews technical issues and provides technical and management
assistance to NRL and has coordinated interface activities between multiple
government and contractor agencies responsible for MATT software. He has
provided technical leadership to both Motorola Sat Comm for the Iridium, Inc.
project and to the STI OS/COMET(TM) development team for this project. Mr.
Presley is recognized as a world leading technologest for "flying" a
constellation of satellites utilizing STI's Command and Control software. Before
coming to STI, Mr, Presley was involved in all phases of realtime software
development of embedded microprocessor applications in tactical communications
systems for the U.S. defense community. He assisted the Harris Satellite
Division in developing the NBC Satellite Network Control System. As a work
package leader for the AJ/Control Modem, Network Terminal, he received an
outstanding engineering award for his achievement. He served in various
capacities at Industrial Nucleonics: systems design, field service, hardware and
applications engineering. He wrote specifications and assisted members of a
development team in the design and documentation of hardware and software
elements, all in accordance with DoD and MIL-STD guidelines. He has been a
project leader for STI, leading software development for a complex automated
satellite test and integration facility. He received a B.S. in Electrical
Engineering from Auburn University, Alabama in 1969 and is a member of the Tau
Beta Pi, the National Engineering Honorary Society.
Don F. Riordan, Jr.
Director since: 1980
Mr. Riordan, age 50, has been a Director of STI since 1980 and
Secretary/Treasurer and Chief Financial Officer since 1991 as well as holding
the offices of Chairman of the Board, Vice President, Secretary and Treasurer at
various times prior to 1991. Mr. Riordan is currently a Director and
Secretary/Treasurer and Chief Financial Officer of Exigent, and is a Director
and Secretary/Treasurer of STI. He has been employed by STI since 1979 and, in
addition to administrative duties, has provided software engineering support for
Process Control Commercial Contracts. Prior to joining STI, Mr. Riordan was
project leader on several projects for the Air Force Eastern Test Range at Cape
Canaveral as well as an on-site programmer for several Air Force ETR Missile
Tracking Stations supporting computer controlled radar systems. He received a
B.S. in Mathematics from Wake Forest University, Winston-Salem, North Carolina
in 1968.
Daniel J. Stark
Director since: 1978
Mr. Stark, age 53, was one of the founders of STI and has been a Director since
1978. He has been a Vice President since 1983. He has also held the offices of
President, Chairman of the Board, Secretary and Treasurer as well as Vice
President in certain years prior to 1983. Mr. Stark is currently a Director and
Vice President of Exigent, and is a Director and Vice President of STI. He has
been an employee of STI from 1993 to the present and from 1978 to 1989. From
1989 to 1993, he was a software engineer with, and an owner of, Sysgen
International Inc. where he developed the interface command and telemetry CTRUS
box to the COMET operating system as well as other projects, many of which were
related to the COMET operating system. Prior to joining STI, Mr. Stark was a
system programmer with the RCA Service Corporation from 1976 to 1978. Mr. Stark
received a B.A. in Mathematics from Bellarmine College, Louisville, Kentucky
<PAGE>
in 1965 and a M.S. in Mathematics from the Florida Institute of Technology,
Melbourne, Florida in 1971.
B. R. "Bernie" Smedley
Mr. Smedley, age 60, became a director of Exigent on February 7, 1997. In 1994,
he took early retirement from Motorola, Inc. to become President and Chief
Executive Officer of AirNet, an infrastructure products company for Wirless
Local Loop cellular and PCS markets. Mr. Smedley started his career at Goodyear
Aerospace in 1962, and in 1969 became engineering manager for Xerox Data
Systems. He joined Motorola, Inc. in 1976, where he led the company's successful
entry in wireless RF data systems resulting in the successful effort to develop
and supply a nationwide wireless computer data communications system for IBM and
subsequently the Motorola/IBM joint venture ARDIS. In 1980, he was put in charge
of Motorola's Improved Mobile Telephone System (IMTS) business which included
the fledgling cellular systems operations, which, under his leadership, became
the cellular industry's world leader by 1990. Concurrently with cellular, he
developed other businesses in the field of wireless communications, i.e.,
cellular service company joint ventures in Asia, the Middle East and Latin
America, also Altair, which is a broadband wireless in-building Ethernet product
which connects desk top P.C. and workstation devices as a Local Area Network.
Altair technology is based on Motorola's broadband wireless in-building network
technology which Mr. Smedley initiated. In 1991, he was appointed General
Manager of the newly formed Wireless Enterprise Systems (WES). Mr. Smedley
initiated several start-up businesses centered around broadband technology for
application, such as wireless PBXs and local loop access with capabilities of
high capacity data, video and toll quality voice systems. WES also included
other Motorola narrowband initiatives in the hand-held computing and
communication service business such as the Motorola Network Interface and
General Magic participation and The Envoy hand-held data terminal. In his
position as Director of Advanced Radio Networking, Mr. Smedley had the
responsibility as a director of Satellite Communications, Inc. for the IRIDIUM
project and as Vice-Chairman of the corporate-wide Wireless RF Data Advisory
Board, which coordinates all of Motorola's data communications businesses'
activities and priorities. Mr. Smedley has a B.A. degree in Engineering from
Washington and Jefferson College and a BSEE degree from Carnegie-Mellon
University, both of Pennsylvania. He also has attended advanced studies in
engineering and marketing at several universities.
P. Bradley Walker
Director since: 1996
Mr. Walker, age 37, served as a director of STI from March 1996 through January
1997. He is currently a director of Exigent and has been a consultant to Joseph
Walker & Sons, Inc. (which provides consulting services to STI) since 1992. Mr.
Walker is also the sole proprietor of PBW Consulting. He has been the Chairman
and an owner of The Walker Group, Inc., a family holding company, for the past
eight years. He is also Secretary of Monogenesis Corporation. The Walker Group,
Inc., owns stock and warrants of Exigent.
The Board of Directors of the Company met two times during fiscal year
1997. The incumbent directors who are nominees for election, except for Mr.
Boley who was unable to attend the first meeting, attended both meetings.
Committees of the Board of Directors
The Company's Board of Directors currently has standing Compensation,
Nominating, and Intellectual Property Committees. Mr. Smedley and Mr. Walker
currently serve as the Nominating Committee. They also serve on the current
Compensation Committee with Mr. Clift and Mr. Riordan. Mr. Smedley, Mr. Presley,
Mr. Clift, and Mr. Stark currently serve as the Intellectual Property Committee.
Since the Company was only formed in 1996 and did not acquire the stock of STI
until January 30, 1997, none of the committees met in fiscal year 1997. The
Nominating Committee has not at this time adopted any procedures regarding the
consideration of nominees recommended by shareholders.
<PAGE>
Executive Compensation
The following table sets forth the compensation of the President (and at
the time the Chief Executive Officer), the four most highly compensated
executive officers and the two most highly compensated employees of STI who are
not also executive officers for the fiscal years ending January 31, 1997, 1996
and 1995. Determination of most highly compensated officers and employees is
based upon compensation for fiscal year 1997 and does not necessarily reflect
the most highly compensated employees for fiscal years 1996 and 1995. The
Company was formed in 1996 and did not not pay any compensation during fiscal
years 1996 and 1997.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
Annual Long-Term
Compensation Compensation
- --------------------------------------------------------------------------------------------------------------------------
Name and Year Salary Bonus Other Annual Restricted Stock
Principal Position ($) ($) Compensation (1) ($) Awards (2) ($)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Jeffery C. Clift 1997 126,186 0 3,500 0
President, CEO 1996 116,928 25,013 3,500 24,987
1995 112,752 30,000 3,500 -0-
- --------------------------------------------------------------------------------------------------------------------------
Jack D. Daily 1997 112,364 0 3,500 0
Vice President 1996 108,099 14,012 3,500 17,594
1995 100,239 15,000 3,500 0
- --------------------------------------------------------------------------------------------------------------------------
Garry W. Fuller 1997 140,984 0 0 0
1996 121,090 0 0 0
1995 109,361 667 0 0
- --------------------------------------------------------------------------------------------------------------------------
William K. Presley 1997 111,168 2,503 3,500 9,588
Chairman, Vice President 1996 103,219 0 3,500 0
1995 100,940 5,000 3,500 0
- --------------------------------------------------------------------------------------------------------------------------
Daniel J. Stark 1997 90,664 0 3,500 124,305
Vice President 1996 87,034 0 3,500 110,556
1995 86,503 0 3,500 0
- --------------------------------------------------------------------------------------------------------------------------
James A. Traficant 1997 115,125 0 3,500 0
Vice President 1996 107,532 110,005 3,500 124,025
1995 101,700 33,000 3,500 0
- --------------------------------------------------------------------------------------------------------------------------
Kenneth E. Zepf 1997 128,648 0 0 4,588
1996 103,219 0 0 0
1995 102,076 0 0 0
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These are annual directors' fees. All directors receive $3,500 per year in
directors' fees.
(2) STI issued a total of 18,552 shares in restricted stock bonuses in April
1996 valued at $260,285. Of these shares, 9,692 shares valued at $135,978
were issued to the persons listed in this table. The value of all of STI's
shares as of January 31, 1996 was $9,783,400. All restricted stock was
vested upon grant. Dividends will be paid to the extent paid on any shares.
STI has a history of paying annual dividends. All shares of stock of STI
were exchanged for Common Shares and Class A Preferred Shares as of January
30, 1997.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Prior to this year, executive compensation was determined by STI's board of
directors which consisted of executive officers of STI. Effective for fiscal
year 1997, STI established a compensation committee. The members of the current
committee are Mr. Smedley, Mr. Walker, Mr. Clift, and Mr. Riordan. All members
of the compensation committee with the exception of Mr. Walker are employees and
past or present officers of STI and/or the Company. Mr. Walker provides
consulting services to STI and the Company.
<PAGE>
ITEM 2.
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Company has appointed Hoyman, Dobson & Company, P.A. as the Company's
independent accountants for the fiscal year ending January 31, 1997.
Services provided to the Company by Hoyman, Dobson & Company with respect
to fiscal year 1996 included the examination of the Company's consolidated
financial statements, audit of the annual report, services related to filings
with the IRS and DOL and consultations on various tax and information service
matters.
Representatives of Hoyman, Dobson & Company, P.A. are expected to be
present at the Annual Meeting with the opportunity to make a statement if they
desire to do so (although no statement is expected) and to respond to
appropriate questions.
In the event shareholders do not ratify the appointment of Hoyman, Dobson &
Company, P.A. as the Company's independent accountants for the fiscal year end,
such appointment and necessary actions will be reconsidered by the Board of
Directors.
Ratification of the appointment of Hoyman, Dobson & Company, P.A. as the
Company's independent accountants for the 1997 fiscal year will require the
affirmative vote of a majority of the shares represented in person or by proxy
and entitled to vote at the Annual Meeting.
The Board recommends that the shareholders vote "FOR" ratification of the
appointment of Hoyman, Dobson & Company, P.A. as the Company's independent
accountants for the 1997 fiscal year.
<PAGE>
ITEM 3.
RATIFICATION OF APPOINTMENT OF INDEPENDENT VALUATORS
The Company has appointed Berman, Hopkins, Wright, Arnold & LaHam, LLP to
perform the independent valuation of the Company as of January 31, 1997, for the
purpose of establishing the capital stock value in the Company's Employee Stock
Ownership Plan (ESOP). Berman, Hopkins, Wright, Arnold & LaHam, LLP has served
the Company since 1985.
Services provided to the Company by Berman, Hopkins, Wright, Arnold &
LaHam, LLP with respect to Fiscal 1997 included the examination of the Company's
consolidated financial statements and the audited annual report, the
determination of the fair market value for the Company's stock, and services
related to filings with the IRS and DOL.
In the event shareholders do not ratify the appointment of Berman, Hopkins,
Wright, Arnold & LaHam, LLP as the Company's independent valuators for the
fiscal year end, such appointment and necessary actions will be reconsidered by
the Board of Directors.
Ratification of the appointment of Berman, Hopkins, Wright, Arnold & LaHam,
LLP as the Company's independent valuators for the 1997 fiscal year will require
the affirmative vote of a majority of the shares represented in person or by
proxy and entitled to vote at the Annual Meeting.
The Board recommends that the shareholders vote "FOR" ratification of the
appointment of Berman, Hopkins, Wright, Arnold & LaHam, LLP as the Company's
independent valuators for the 1997 fiscal year.
PROPOSALS OF SHAREHOLDERS FOR THE 1998 ANNUAL MEETING
Proposals by shareholders intended to be presented for action at the 1998
Annual Meeting of shareholders must be received by the Company at its principal
executive offices, 1225 Evans Road, Melbourne, Florida 32904-2314, not later
than March 31, 1998. It is suggested that such proposals be submitted by
Certified Mail - Return Receipt Requested.
BY ORDER OF THE BOARD OF DIRECTORS
"Don F. Riordan, Jr."
Don F. Riordan, Jr., Secretary
<PAGE>
Exigent International, Inc.
PROXY
The undersigned being a shareholder of Exigent International, Inc. entitled
to vote at the Annual Meeting of Shareholders, hereby constitutes and appoints
Don F. Riordan, Jr., Corporate Secretary, Stuart P. Dawley, Corporate Counsel,
and each of them, attorneys and proxies, with power of substitution, to vote all
of the Common Shares of Exigent International, Inc. held of record in the name
of the undersigned at the close of business on June 11, 1997 at the Annual
Meeting of Shareholders of Exigent International, Inc. to be held on July 30,
1997, at 10:00 a.m. EDT at the Rialto Hilton, Ballroom A, 200 Rialto Place,
Melbourne, Florida or at any postponement or adjournment thereof, in accordance
with the Notice and Proxy Statement received, for the election of directors and
other matters described therein and as may properly come before the meeting.
The undersigned hereby ratifies and confirms any and all acts and things
that said Proxy may do and cause to be done in the premises, whether at said
meeting or at any change, adjournment, and continuation thereof, and hereby
revokes all prior proxies heretofore executed.
1. Election of Directors:
____ FOR all nominees listed below (except as indicated to the
contrary below)
____ WITHHOLD authority to vote for ALL nominees below
Dean W. Boley
Jeffrey C. Clift
William K. Presley
Don F. Riordan, Jr.
B. R. "Bernie" Smedley
Daniel J. Stark
P. Bradley Walker
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Instructions:
To withhold authority to vote for any individual nominee, place a check by
"_FOR" above and mark through the nominee's name.
If you check WITHHOLD, none of the listed nominees or write-ins will be voted
for by this proxy.
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2. Ratify appointment of Hoyman, Dobson & Company, P.A. as the Company's
independent Certified Public Accountants for the audit of fiscal year
ending January 31, 1997.
____ FOR ____ OPPOSED
3. Ratify appointment of Berman, Hopkins, Wright, Arnold & LaHam, LLP to
perform the independent valuation of the company as of January 31, 1997,
for the purpose of establishing the capital stock value in the Company's
Employee Stock Ownership Plan (ESOP).
____ FOR ____ OPPOSED
4. To act upon such other matters as may properly come before the meeting or
any postponements or adjournments thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. This Proxy, when properly executed, will be
voted in accordance with the specifications indicated; but, if no indication is
made, it will be voted FOR the slate of directors provided above and FOR
ratification of items 2 through 3. The Secretary knows of no other business to
be brought before the meeting. However, if any other matters properly come
before the meeting, it is expected that the shareholders will vote on such
matters in their discretion.
____________________________________
Shareholder Signature
(LABEL)
____________________________________
Date
Note: Please mark, sign, date and return the proxy promptly using the enclosed
envelope. This proxy must be signed exactly as the name or names appearing on
the label. If you are signing as a trustee, executor or in any capacity other
than as an individual, please so indicate.
