SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
- --------------------------------------------------------------------------------
(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 transactions 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>
ACI TELECENTRICS, INCORPORATED
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1999
------------------
TO THE SHAREHOLDERS OF ACI TELECENTRICS, INCORPORATED:
The 1999 Annual Meeting of Shareholders of ACI Telecentrics, Incorporated
will be held at the Minneapolis Marquette Hotel, 710 Marquette Avenue,
Minneapolis, Minnesota, 55402 at 3:30 p.m. on Thursday, May 13, 1999, for the
following purposes:
1. To set the number of members of the Board of Directors at seven (7).
2. To elect members of the Board of Directors.
3. To take action on any other business that may properly come before
the meeting or any adjournment thereof.
Accompanying this Notice of Annual Meeting is a Proxy Statement, form of
Proxy and the Company's 1999 Annual Report to Shareholders.
Only shareholders of record as shown on the books of the Company at the
close of business on March 31, 1999 will be entitled to vote at the 1999 Annual
Meeting or any adjournment thereof. Each shareholder is entitled to one vote
per share on all matters to be voted on at the meeting.
You are cordially invited to attend the 1999 Annual Meeting. Whether or
not you plan to attend the 1999 Annual Meeting, please sign, date and mail the
enclosed form of Proxy in the return envelope provided as soon as possible. The
Proxy is revocable and will not affect your right to vote in person in the
event you attend the meeting. The prompt return of proxies will help your
Company avoid the unnecessary expense of further requests for proxies.
By Order of the Board of Directors,
Rick N. Diamond
CHIEF EXECUTIVE OFFICER
Dated: April 8, 1999
Minneapolis, Minnesota
<PAGE>
ACI TELECENTRICS, INCORPORATED
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 13, 1999
------------------
The accompanying Proxy is solicited by the Board of Directors of ACI
Telecentrics, Incorporated (the "Company") for use at the 1999 Annual Meeting
of Shareholders of the Company to be held on May 13, 1999, at the location and
for the purposes set forth in the Notice of Annual Meeting, and at any
adjournment thereof.
The cost of soliciting proxies, including the preparation, assembly, and
mailing of the proxies and soliciting material, as well as the cost of
forwarding such material to the beneficial owners of stock, will be borne by
the Company. Directors, officers and regular employees of the Company may,
without compensation other than their regular remuneration, solicit proxies
personally or by telephone.
Any shareholder giving a Proxy may revoke it any time prior to its use at
the 1999 Annual Meeting by giving written notice of such revocation to the
Secretary or any other officer of the Company or by filing a later dated
written Proxy with an officer of the Company. Personal attendance at the 1999
Annual Meeting is not, by itself, sufficient to revoke a Proxy unless written
notice of the revocation or a later dated Proxy is delivered to an officer
before the revoked or superseded Proxy is used at the 1999 Annual Meeting.
Proxies will be voted as directed therein. Proxies which are signed by
shareholders but which lack specific instruction with respect to any proposal
will be voted in favor of such proposal as set forth in the Notice of Meeting
or, with respect to the election of directors, in favor of the number and slate
of directors proposed by the Board of Directors and listed herein.
The presence at the Annual Meeting in person or by proxy of the holders of
a majority of the outstanding shares of the Company's Common Stock entitled to
vote shall constitute a quorum for the transaction of business. If a broker
returns a "non-vote" proxy, indicating a lack of voting instructions by the
beneficial holder of the shares and a lack of discretionary authority on the
part of the broker to vote on a particular matter, then the shares covered by
such non-vote shall be deemed present at the meeting for purposes of
determining a quorum but shall not be deemed to be represented at the meeting
for purposes of calculating the vote required for approval of such matter. If a
shareholder abstains from voting as to any matter, then the shares held by such
shareholder shall be deemed present at the meeting for purposes of determining
a quorum and for purposes of calculating the vote with respect to such matter,
but shall not be deemed to have been voted in favor of such matter. An
abstention as to any proposal will therefore have the same effect as a vote
against the proposal.
The mailing address of the principal executive office of the Company is
3100 West Lake Street, Suite 300, Minneapolis, Minnesota 55416. The Company
expects that this Proxy Statement, the related Proxy and Notice of Meeting will
first be mailed to shareholders on or about April 8, 1999.
1
<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 31, 1999 as the
record date for determining shareholders entitled to vote at the 1999 Annual
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the 1999 Annual Meeting. At the close of business on March 9, 1999,
there were 5,742,812 shares of the Company's Common Stock, no par value, issued
and outstanding. The Common Stock is the only outstanding class of capital
stock of the Company. Each share of Common Stock is entitled to one vote on
each matter to be voted upon at the 1999 Annual Meeting. Holders of Common
Stock are not entitled to cumulative voting rights.
PRINCIPAL SHAREHOLDERS AND MANAGEMENT SHAREHOLDINGS
The following table provides information as of March 9, 1999 concerning
the beneficial ownership of the Company's Common Stock by (i) the persons known
by the Company to own more than 5% of the Company's outstanding Common Stock,
(ii) each director of the Company, (iii) the named executive officers in the
Summary Compensation Table, and (iv) all directors and executive officers as a
group. Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock owned by
them.
<TABLE>
<CAPTION>
NAME (AND ADDRESS OF 5% NUMBER OF SHARES PERCENT
OWNER) OR IDENTITY OF GROUP BENEFICIALLY OWNED(1) OF CLASS
- ----------------------------- ----------------------- ---------
<S> <C> <C>
Rick N. Diamond 2,100,000(2) 35.7%
3100 West Lake Street
Minneapolis, MN 55416
Gary B. Cohen 2,100,000(3) 35.7%
3100 West Lake Street
Minneapolis, MN 55416
Dana Olson 112,000(4) 1.9%
Seymour Levy 7,000(5) *
Phillip T. Levin 7,000(6) *
James W. Lupient 6,000(7) *
Douglas W. Franchot 6,000(8) *
Thomas F. Madison 5,000(9) *
Steven A. Kahn 5,000 *
All Executive Officers 4,348,657 73.9%
and Directors as a Group
(10 Individuals)
</TABLE>
- ------------------
* Less than 1%.
(1) Under the rules of the Securities and Exchange Commission, shares not
actually outstanding are nevertheless deemed to be beneficially owned by a
person if such person has the right to acquire the shares within 60 days.
Pursuant to such SEC rules, shares deemed beneficially owned by virtue of
a person's right to acquire them are also treated as outstanding when
calculating the percent of class owned by such person and when determining
the percentage owned by a group.
(2) Includes 525,000 shares held by the Rick A. Diamond Term Trust U/A dated
2/3/97.
2
<PAGE>
(3) Includes 525,000 shares held by the Cohen Term Trust U/A dated 2/3/97.
(4) Includes 112,000 shares which may be purchased by Mr. Olson upon exercise
of currently exercisable options.
(5) Includes 6,000 shares which may be purchased by Mr. Levy upon exercise of a
currently exercisable option.
(6) Includes 6,000 shares which may be purchased by Mr. Levin upon exercise of
a currently exercisable option.
(7) Includes 6,000 shares which may be purchased by Mr. Lupient upon exercise
of a currently exercisable option.
(8) Includes 6,000 shares which may be purchased by Mr. Franchot upon exercise
of a currently exercisable option.
(9) Includes 5,000 shares which may be purchased by Mr. Madison upon exercise
of a currently exercisable option.
ELECTION OF DIRECTORS
(PROPOSALS #1 AND #2)
The Bylaws of the Company provide that the number of directors shall be
the number set by the shareholders, which shall be not less than one. The Board
of Directors unanimously recommends that the number of directors be set at
seven and that seven directors be elected. Unless otherwise instructed, the
Proxies will be so voted.
Under applicable Minnesota law, approval of the proposal to set the number
of directors at seven and the election of the nominees to the Board of
Directors require the affirmative vote of the holders of the greater of (1) a
majority of the voting power of the shares represented in person or by proxy at
the Annual Meeting with authority to vote on such matter, or (2) a majority of
the voting power of the minimum number of shares that would constitute a quorum
for the transaction of business at the Annual Meeting.
In the absence of other instruction, the Proxies will be voted for each of
the individuals listed below. If elected, such individuals shall serve until
the next annual meeting of shareholders and until their successors shall be
duly elected and shall qualify. All of the nominees are members of the present
Board of Directors. If, prior to the 1999 Annual Meeting of Shareholders, it
should become known that any one of the following individuals will be unable to
serve as a director after the 1999 Annual Meeting by reason of death,
incapacity or other unexpected occurrence, the Proxies will be voted for such
substitute nominee(s) as is selected by the Board of Directors. Alternatively,
the Proxies may, at the Board's discretion, be voted for such fewer number of
nominees as results from such death, incapacity or other unexpected occurrence.
The Board of Directors has no reason to believe that any of the following
nominees will be unable to serve.
<TABLE>
<CAPTION>
NAME AND AGE OF DIRECTOR
DIRECTOR/NOMINEE AGE CURRENT POSITION WITH THE COMPANY SINCE
- --------------------- ----- ------------------------------------------------- ---------
<S> <C> <C> <C>
Rick N. Diamond 36 Chairman of the Board, Chief Executive Officer 1987
Gary B. Cohen 37 President, Chief Financial Officer and Director 1987
Seymour Levy 75 Director 1996
Douglas W. Franchot 53 Director 1996
Phillip T. Levin 55 Director 1996
James W. Lupient 64 Director 1996
Thomas F. Madison 63 Director 1996
</TABLE>
BUSINESS EXPERIENCE OF THE DIRECTOR NOMINEES
RICK N. DIAMOND is co-founder of the Company and has served as the Chief
Executive Officer and a director of the Company since its inception in 1987.
Mr. Diamond holds a B.A. degree from the
3
<PAGE>
University of Wisconsin and J.D. degree from Washington University in St.
Louis, Missouri. Prior to and since founding the Company, he has been active in
community and business affairs.
GARY B. COHEN is co-founder of the Company and has served as the Company's
President and as a director since its inception in 1987. Mr. Cohen has served
as the Company's Chief Financial Officer since November 1998. Mr. Cohen holds a
B.S. degree from the University of Minnesota. Prior to and since founding the
Company, he has been active in community and business affairs.
SEYMOUR LEVY has served as President of Sy Levy & Associates, Inc., a
management and organizational consulting firm since 1974.
DOUGLAS W. FRANCHOT has served as President of Wood, Franchot Inc., an
executive search consulting company since August 1985.
PHILLIP T. LEVIN has served as a director and officer of Metacom, a
distributor of audio cassettes, since he co-founded it in 1970. Mr. Levin has
also served as Chairman of the Board of Directors of Zomax Optical Media, Inc.,
a manufacturer of compact discs, since April 1996.
JAMES W. LUPIENT has served as Chief Executive Officer of Lupient
Automotive Group, which owns and operates twenty-three automobile franchises in
sixteen locations in Minnesota and Wisconsin, since January 1986. Mr. Lupient
serves on the Board of Directors of the Greater Minneapolis Chamber of
Commerce, the Better Business Bureau, North Memorial Medical Center, the St.
Louis Park Rotary Foundation and Firstar Bank.
THOMAS F. MADISON has served as Chairman of Communications Holdings, Inc.,
a distributor of communication equipment since December 1996. Mr. Madison has
served as President and CEO of MLM Partners, a venture capital firm since
January 1993. From February 1994 to September 1994, Mr. Madison served as Vice
Chair and Office of the CEO of Minnesota Mutual Insurance. From July 1988 to
December 1992, Mr. Madison served as President -- US WEST Communications
Markets.
BOARD AND COMMITTEE MEETINGS
During fiscal 1998, the Board of Directors held five formal meetings and
three telephone conference calls. No director attended less than 75% of the
meetings of the Board and the committees on which such director served during
1998 with the exception of Mr. Lupient who attended 2 out of 8 meetings. The
Company's Board of Directors has two standing committees, the Audit Committee
and the Compensation Committee.
The Audit Committee members are Phillip T. Levin and Thomas F. Madison.
This committee reviews the selection and work of the Company's independent
auditors and the adequacy of internal controls for compliance with corporate
policies and directives. During 1998, the Audit Committee met twice.
The Compensation Committee members are Seymour Levy, Phillip T. Levin and
Douglas W. Franchot. This committee recommends to the Board of Directors from
time to time the salaries to be paid to executive officers of the Company and
any plan for additional compensation it deems appropriate. In addition, this
committee is vested with the same authority as the Board of Directors with
respect to the granting of options and the administration of the Company's 1996
Stock Option Plan. During 1998, the Compensation Committee met once.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth certain information regarding compensation
paid or accrued during each of the Company's last three fiscal years to the
Chief Executive Officer, and the two other most highly compensated executive
officers of the company whose salary and bonus exceeded $100,000 in the last
fiscal year. No other executive officer's total annual salary and bonus
exceeded $100,000 based on salary and bonus earned during fiscal year 1998.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------- ---------------------- --------
RESTRICTED LTIP
STOCK PAYOUTS
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($) OTHER($) AWARDS($) OPTIONS ($)
- ----------------------------- ------------- ---------------- ---------- --------------- ------------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Rick N. Diamond, 1998 163,894 -- 28,036(1) -- -- --
Chief Executive 1997 175,000 -- 19,657(1) -- -- --
Officer 1996 158,333 -- 17,935(1) -- -- --
Gary B. Cohen, 1998 163,894 -- 28,545(1) -- -- --
President 1997 175,000 -- 19,751(1) -- -- --
1996 158,333 -- 19,672(1) -- -- --
Steve Kahn 1998 128,414(2) -- -- -- 5,000 --
Chief Financial Officer 1997 125,000 -- -- -- -- --
1996 36,683 13,906 -- -- 28,000 --
Dana Olson 1998 117,154 -- -- -- 5,000 --
Vice President 1997 100,000 -- -- -- -- --
1996 87,575 19,485 -- -- 140,000 --
</TABLE>
- ------------------
(1) Other compensation reported represents (a) the premiums paid by the company
for life insurance for the benefit of such officer (b) value of personal
use portion of company provided automobile (c) and other miscellaneous
income. The dollar value of each such benefit for the year ended December
31, 1998 is R. Diamond (a) $26,086, (b) $1,950, (c) $0; G. Cohen (a)
$21,920, (b) $6,625, (c) $0. The dollar value of each such benefit for the
year ended December 31, 1997 is R. Diamond (a) 17,692, (b) $1,965, (c) $0;
G. Cohen (a) $13,140, (b) $6,611, (c) $0. Messrs. Kahn and Olson had no
other compensation in 1996-1998. The dollar value of each such benefit for
the year ended December 31, 1996 is: R. Diamond (a) $11,545, (b) $2,340,
(c) $4,050; G. Cohen (a) $10,960, (b) $8,712, (c) $0.
(2) Includes compensation paid and accrued to Mr. Kahn through his termination
date.
OPTION GRANTS DURING 1998 FISCAL YEAR
The following table provides information regarding stock options granted
during fiscal 1998 to the named executive officers in the Summary Compensation
Table. The Company has not granted any stock appreciation rights.
5
<PAGE>
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------------
PERCENT OF TOTAL EXERCISE OR
OPTIONS OPTIONS GRANTED BASE PRICE EXPIRATION
NAME GRANTED IN FISCAL YEAR PER SHARE(1) DATE
- ----------------- -------------- ------------------ -------------- -------------
<S> <C> <C> <C> <C>
Rick N. Diamond -0- -- -- --
Gary B. Cohen -0- -- -- --
Steve Kahn 5,000(2) 1.5% $ 1.50 May 11, 2008
Dana Olson 5,000(3) 1.5% $ 1.50 May 11, 2008
</TABLE>
- ------------------
(1) All of these options were granted pursuant to the Company's 1996 Stock
Option Plan.
(2) Option was granted on May 12, 1998 and becomes exercisable with respect to
1,667 shares on each of May 12, 1999, 2000 and 2001.
(3) Option was granted on May 12, 1998 and becomes exercisable with respect to
1,667 shares on each of May 12, 1999, 2000 and 2001.
OPTION EXERCISES DURING 1998 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table provides information as to options exercised by the
named executive officers in the Summary Compensation Table during fiscal 1998
and the number and value of options at December 31, 1998. The Company does not
have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISEED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT DECEMBER 31, 1998(1) DECEMBER 31, 1998(2)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- --------------- ------------------------------- -------------------------
<S> <C> <C> <C> <C>
Rick N. Diamond -- -- -- --
Gary B. Cohen -- -- -- --
Dana Olson 112,000 33,000 -- --
Steven A. Kahn -- 33,000 -- --
</TABLE>
- ------------------
(1) Includes options exercisable within 60 days of fiscal year end.
(2) There are no "In-the-money" options at December 31, 1998 as the option
exercise price exceeds the $0.375 closing sale price for the Company's
Common Stock at December 31, 1998 as quoted by the Nasdaq SmallCap Market.
COMPENSATION TO DIRECTORS
Members of the Board of Directors receive a per-meeting payment of $500
for formal meetings and $200 for meetings held by telephone conference call. In
addition, the Board of Directors has granted to each director nonqualified
options to purchase 6,000 shares of Common Stock, with the exception of Mr.
Madison who has been granted 5,000 shares, which became exercisable
immediately.
Wood, Franchot Inc., an executive search firm, billed the Company $7,302
and $43,026 for services provided to the Company in 1998 and 1997,
respectively. Douglas W. Franchot, a director of the Company, is President of
Wood, Franchot Inc.
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Each of Mr. Diamond and Mr. Cohen has entered into an employment agreement
with the Company providing for a two-year term with a minimum annual base
salary of $175,000 and for 24 months' continuation of base salary and health
benefits if employment is terminated by the Company for
6
<PAGE>
any reason during the initial two-year term of the agreement. If employment is
terminated by either party following the initial two-year term, Mr. Diamond and
Mr. Cohen will receive 12 months salary and health benefits. These agreements
require each of Mr. Diamond and Mr. Cohen to vote his shares for election of
the other to serve on the Company's Board of Directors. Each of these
agreements includes strict confidentiality protections and prohibits each of
Mr. Diamond and Mr. Cohen from competing with the Company for a period equal to
the period during which the Company is obligated to make severance payments.
BUY/SELL AGREEMENTS. Each of Mr. Diamond and Mr. Cohen has entered into a
Buy/Sell Agreement with the Company and each other. These Agreements give each
of Mr. Diamond and Mr. Cohen the option to purchase shares of the Company's
stock from the other in the event the other dies, attempts a voluntary sale of
stock, or is subject to a possible involuntary transfer of the stock. In
addition, these Agreements require each of Mr. Diamond and Mr. Cohen to
maintain life insurance on each other and to use the proceeds thereof to
purchase shares from the decedent's estate at fair market value. The Company
has an option to purchase any shares not purchased by Mr. Diamond or Mr. Cohen,
as the case may be. In all instances, purchase options are at fair market
value, as measured by the average market price of the Company's publicly traded
common stock over a period of 90 days prior to the event giving rise to an
option.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, the
Company believes that, during fiscal year 1998, all officers, directors and
greater than ten-percent beneficial owners complied with the applicable filing
requirements, with the exception of Form 5 reports for Seymour Levy, Phillip T.
Levin, James W. Lupient, Douglas W. Franchot, Thomas F. Madison, Dana A. Olson
and Lois J. Dirksen which were filed, but not on a timely basis.
CERTAIN TRANSACTIONS
STOCK OPTION VOTING AGREEMENT. Each holder of stock options under the
Company's 1996 Stock Option Plan has entered into a voting agreement which
grants to Mr. Diamond and Mr. Cohen (acting jointly) the voting rights for all
shares acquired pursuant to exercise of such options, until the earlier of five
years from date of exercise or until the holder sells such shares in the public
market. Shares sold into the public market will not thereafter be subject to
the voting agreement.
OTHER BUSINESS
Management knows of no other matters to be presented at the 1999 Annual
Meeting. If any other matter properly comes before the 1999 Annual Meeting, the
appointees named in the proxies will vote the proxies in accordance with their
best judgment.
SHAREHOLDER PROPOSALS
Any appropriate proposal submitted by a shareholder of the Company and
intended to be presented at the 2000 Annual Meeting must be received by the
Company by November 15, 1999 to be included in the Company's proxy statement
and related proxy for the 2000 Annual Meeting.
7
<PAGE>
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1998, including financial statements, accompanies this
Notice of Annual Meeting and Proxy Statement. No portion of the Annual Report
is incorporated herein or is to be considered proxy soliciting material.
FORM 10-KSB
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH PERSON WHOSE PROXY IS
BEING SOLICITED, UPON WRITTEN REQUEST OF ANY SUCH PERSON, A COPY OF THE
COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31,
1998, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE
FINANCIAL STATEMENTS AND A LIST OF EXHIBITS TO SUCH FORM 10-KSB. THE COMPANY
WILL FURNISH TO ANY SUCH PERSON ANY EXHIBIT DESCRIBED IN THE LIST ACCOMPANYING
THE FORM 10-KSB UPON THE ADVANCE PAYMENT OF REASONABLE FEES. REQUESTS FOR A
COPY OF THE FORM 10-KSB AND/OR ANY EXHIBIT(S) SHOULD BE DIRECTED TO GARY COHEN,
PRESIDENT AND CHIEF FINANCIAL OFFICER, ACI TELECENTRICS, INCORPORATED, 3100
WEST LAKE STREET, SUITE 300, MINNEAPOLIS, MINNESOTA 55416. YOUR REQUEST MUST
CONTAIN A REPRESENTATION THAT, AS OF MARCH 31, 1999, YOU WERE A BENEFICIAL
OWNER OF SHARES ENTITLED TO VOTE AT THE 1999 ANNUAL MEETING OF SHAREHOLDERS.
COPIES OF THE COMPANY'S 10KSB, PROXY AND OTHER INFORMATION MAY ALSO BE OBTAINED
FROM THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT http://www.sec.gov.
BY ORDER OF THE BOARD OF DIRECTORS
Rick N. Diamond, Chief Executive Officer
Dated: April 8, 1999
8
<PAGE>
ACI TELECENTRICS, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1999
3:30 P.M.
MINNEAPOLIS MARQUETTE HOTEL
710 MARQUETTE AVENUE
MINNEAPOLIS, MINNESOTA
- --------------------------------------------------------------------------------
ACI TELECENTRICS, INC.
3100 WEST LAKE STREET, SUITE 300
MINNEAPOLIS, MINNESOTA 55416 PROXY
- ------------------------------------------------------------------------------
The undersigned hereby appoints RICK N. DIAMOND and GARY B. COHEN, and each of
them, with full power of substitution, his or her Proxies to represent and vote,
as designated, all shares of the Common Stock of ACI Telecentrics, Incorporated
registered in the name of the undersigned at the 1999 Annual Meeting of
Shareholders of the Company to be held at the Minneapolis Marquette Hotel, 710
Marquette Avenue, Minneapolis, Minnesota at 3:30 p.m., on Thursday, May 13,
1999, and at any adjournment thereof. The undersigned hereby revokes all proxies
previously granted with respect to such Annual Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
SEE REVERSE FOR VOTING INSTRUCTIONS.
<PAGE>
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to ACI Telecentrics, Inc., c/o Shareowner
Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1. Set the number of directors at seven (7). [ ] For [ ] Against [ ] Abstain
2. Election of directors: 01 Rick N. Diamond 05 Phillip T. Levin [ ] Vote FOR [ ] Vote WITHHELD
02 Gary B. Cohen 06 James W. Lupient all nominees from all nominees
03 Seymour Levy 07 Thomas F. Madison
04 Douglas W. Franchot
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE, ---------------------------------------------------
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
---------------------------------------------------
3. Other Matters. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the Annual Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL
SPECIFICALLY IDENTIFIED ABOVE.
Address Change? Mark Box [ ] Date ______________________________________, 1999
Indicate changes below:
---------------------------------------------------
---------------------------------------------------
PLEASE DATE AND SIGN ABOVE
exactly as name appears at the left, indicating,
where proper, official position or representative
capacity. For stock held in joint tenancy, each
joint owner should sign.
</TABLE>
