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))
ACI TELECENTRICS, INCORPORATED
- --------------------------------------------------------------------------------
(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 26, 2000
------------------
TO THE SHAREHOLDERS OF ACI TELECENTRICS, INCORPORATED:
The 2000 Annual Meeting of Shareholders of ACI Telecentrics, Incorporated
will be held at the offices of Fredrikson & Byron, P.A., Pipestone Voyageurs
Room, 1100 International Centre, 900 Second Avenue South, Minneapolis,
Minnesota, 55402 at 3:30 p.m. on Friday, May 26, 2000, for the following
purposes:
1. To set the number of members of the Board of Directors at six (6).
2. To elect members of the Board of Directors.
3. To approve an increase in the number of shares reserved under the
Company's 1996 Stock Option Plan from 430,000 to 1,000,000.
4. 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 22, 2000 will be entitled to vote at the 2000 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 2000 Annual Meeting. Whether or not
you plan to attend the 2000 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,
/s/ Rick N. Diamond
Rick N. Diamond
CHIEF EXECUTIVE OFFICER
Dated: April 28, 2000
Minneapolis, Minnesota
<PAGE>
ACI TELECENTRICS, INCORPORATED
------------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
MAY 26, 2000
------------------
The accompanying Proxy is solicited by the Board of Directors of ACI
Telecentrics, Incorporated (the "Company") for use at the 2000 Annual Meeting of
Shareholders of the Company to be held on May 26, 2000, 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 2000 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 2000 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 2000 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 28, 2000.
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<PAGE>
OUTSTANDING SHARES AND VOTING RIGHTS
The Board of Directors of the Company has fixed March 22, 2000 as the
record date for determining shareholders entitled to vote at the 2000 Annual
Meeting. Persons who were not shareholders on such date will not be allowed to
vote at the 2000 Annual Meeting. At the close of business on March 22, 2000,
there were 5,767,121 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 2000 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 22, 2000 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.
NAME (AND ADDRESS OF 5% NUMBER OF SHARES PERCENT
OWNER) OR IDENTITY OF GROUP BENEFICIALLY OWNED(1) OF CLASS
- --------------------------- --------------------- --------
Rick N. Diamond 2,150,000(2) 34.7%
3100 West Lake Street
Minneapolis, MN 55416
Gary B. Cohen 2,150,000(3) 34.7%
3100 West Lake Street
Minneapolis, MN 55416
Dana Olson 146,500(4) 2.4%
Lois Dirksen 43,157(5) *
Seymour Levy 32,000(6) *
Phillip T. Levin 32,000(7) *
Douglas W. Franchot 31,000(8) *
Thomas F. Madison 30,000(9) *
All Executive Officers 4,636,657 74.8%
and Directors as a Group
(10 Individuals)
- ------------------
* 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 50,000 shares which may be purchased by Mr. Diamond upon exercise
of currently exercisable options.
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<PAGE>
(3) Includes 40,000 shares held by the Cohen Family Trust U/A dated 6/11/99 and
50,000 shares which may be purchased by Mr. Cohen upon exercise of
currently exercisable options.
(4) Includes 146,500 shares which may be purchased by Mr. Olson upon exercise
of currently exercisable options.
(5) Includes 42,000 shares which may be purchased by Ms. Dirksen upon exercise
of currently exercisable options.
(6) Includes 31,000 shares which may be purchased by Mr. Levy upon exercise of
currently exercisable options.
(7) Includes 31,000 shares which may be purchased by Mr. Levin upon exercise of
currently exercisable options.
(8) Includes 31,000 shares which may be purchased by Mr. Franchot upon exercise
of currently exercisable options.
(9) Includes 30,000 shares which may be purchased by Mr. Madison upon exercise
of currently exercisable options.
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 six and
that six 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 six 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 2000 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 2000 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.
NAME AND AGE OF DIRECTOR
DIRECTOR/NOMINEE AGE CURRENT POSITION WITH THE COMPANY SINCE
- ---------------- --- -------------------------------------- --------
Rick N. Diamond 37 Chairman of the Board, Chief Executive
Officer 1987
Gary B. Cohen 38 President and Director 1987
Seymour Levy 76 Director 1996
Douglas W. Franchot 54 Director 1996
Phillip T. Levin 56 Director 1996
Thomas F. Madison 64 Director 1996
3
<PAGE>
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 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 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.
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 1999, the Board of Directors held five formal meetings and
one telephone conference call. No director attended less than 75% of the
meetings of the Board and the committees on which such director served during
1999 with the exception of Mr. Levin who attended 4 out of 6 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 1999, the Audit Committee met once.
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 1999, 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
$100,000 based on salary and bonus earned during fiscal year 1999.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
----------------------------------- --------------------- -------
RESTRICTED LTIP
STOCK PAYOUTS
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY($) BONUS($) OTHER($) AWARDS($) OPTIONS ($)
- --------------------------- ----------- --------- -------- --------- ---------- ------- -------
<S> <C> <C> <C> <C>
Rick N. Diamond, 1999 157,836 12,138 16,706(1) -- -- --
Chief Executive 1998 163,894 -- 28,036(1) -- -- --
Officer 1997 175,000 -- 19,657(1) -- -- --
Gary B. Cohen, 1999 157,836 12,138 14,325(1) -- -- --
President 1998 163,894 -- 28,545(1) -- -- --
1997 175,000 -- 19,751(1) -- -- --
Dana Olson, 1999 140,000 12,138 -- -- -- --
Vice President 1998 117,154 -- -- -- 5,000 --
1997 100,000 -- -- -- -- --
Lois Dirksen, 1999 101,308 12,138 -- -- 7,500 --
Vice President 1998 88,096 -- -- -- 5,000 --
1997 90,000 12,821 -- -- -- --
</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, 1999 is R. Diamond (a) $11,194, (b) $5,512, (c) $0; G. Cohen (a)
$4,948, (b) $9,377, (c) $0. 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. Mr. Olson and Ms.
Dirksen had no other compensation in 1997-1999.
5
<PAGE>
OPTION GRANTS DURING 1999 FISCAL YEAR
The following table provides information regarding stock options granted
during fiscal 1999 to the named executive officers in the Summary Compensation
Table. The Company has not granted any stock appreciation rights.
<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- -- -- --
Dana Olson -0- -- -- --
Lois Dirksen 2,500(2) 4.7% $ 1.00 March 31, 2009
2,500(3) 4.7% $ 1.06 June 30, 2009
2,500(4) 4.7% $ 0.81 December 3, 2009
</TABLE>
- ------------------
(1) All of these options were granted pursuant to the Company's 1996 Stock
Option Plan.
(2) Option was granted on March 31, 1999 and became exercisable immediately.
(3) Option was granted on June 30, 1999 and became exercisable immediately.
(4) Option was granted on December 3, 1999 and became exercisable immediately.
OPTION EXERCISES DURING 1999 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 1999
and the number and value of options at December 31, 1999. The Company does not
have any outstanding stock appreciation rights.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT DECEMBER 31, 1999(1) DECEMBER 31, 1999
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Rick N. Diamond -- -- -- --
Gary B. Cohen -- -- -- --
Dana Olson 123,000 22,000 -- --
Lois Dirksen 18,500 22,000 $2,500 --
</TABLE>
- ------------------
(1) Includes options exercisable within 60 days of fiscal year end.
COMPENSATION TO DIRECTORS
Non-employee 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 11,000 shares of Common Stock, with
the exception of Mr. Madison who has been granted 10,000 shares, which became
exercisable immediately.
Wood, Franchot Inc., an executive search firm, billed the Company $0,
$7,302 and $43,026 for services provided to the Company in 1999, 1998 and 1997,
respectively. Douglas W. Franchot, a director of the Company, is President of
Wood, Franchot Inc.
6
<PAGE>
EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
Each of Mr. Diamond and Mr. Cohen has entered into an employment agreement
dated June 30, 1996, with the Company. These agreements have an initial term of
two years with automatic one year extensions, unless terminated in writing
within sixty (60) days prior to the renewal date. The agreements provide for a
minimum annual base salary, currently at $250,000. 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 1999, all officers, directors and
greater than ten-percent beneficial owners complied with the applicable filing
requirements.
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.
APPROVAL OF AN INCREASE IN THE NUMBER OF SHARES
RESERVED UNDER THE COMPANY'S 1996 STOCK OPTION PLAN
(PROPOSAL #3)
AMENDMENT
As of December 31, 1999, the Company had outstanding incentive and
nonqualified options for the purchase of an aggregate of 292,500 shares of the
Company's common stock granted under the
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<PAGE>
Company's 1996 Stock Option Plan. In order to provide sufficient shares for
future options, the Board of Directors proposes that the number of shares
reserved under the 1996 Plan be increased from 430,000 to 1,000,000 shares. The
Board believes that granting fairly-priced stock options to employees and
directors is an effective means to promote the future growth and development of
the Company. Such options, among other things, increase employees' and
directors' proprietary interest in the Company's success and enables the Company
to attract and retain qualified personnel. The Board therefore recommends that
all shareholders vote in favor of increasing the number of shares reserved under
the 1996 Plan from 430,000 to 1,000,000.
A general description of the basic features of the 1996 Plan is presented
below, but such description is qualified in its entirety, by reference to the
full text of the 1996 Plan, a copy of which may be obtained without charge upon
written request to Russ Jackson, the Company's Chief Financial Officer.
SUMMARY OF 1996 STOCK OPTION PLAN
On June 30, 1996, the Board of Directors adopted and shareholders of the
Company approved the 1996 Stock Option Plan (the "Option Plan") to provide for
the granting of stock options to employees, directors consultants and officers
of the Company. The Option Plan permits the granting of incentive stock options
meeting the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended ("Incentive Options"), and also nonqualified stock options
("Nonqualified Options") which do not meet the requirements of Section 422. The
Company has reserved 430,000 shares of its Common Stock for issuance upon
exercise of options granted under the Option Plan, and at December 31, 1999, the
Company had granted options for 292,500 shares.
Incentive Options may not be granted at exercise prices less than the fair
market value of the Common Stock on the date of grant (or, for an option granted
to a person holding more than 10% of the Company's voting stock, at less than
110% of fair market value) and the Company does not intend to grant any
Nonqualified Options at an exercise price less than 85% of fair market value on
the date of grant. Generally, an optionee who leaves the Company for reasons
other than death or termination for cause will have three months after
termination within which to exercise his or her options. Options may not be
transferred other than by will or the laws of descent and distribution and may
be exercised only by the optionee during his or her lifetime. Options which have
been granted to employees who terminate employment due to death may be exercised
until the normal expiration date of the option. The term of each option
(including Incentive Options granted to a person holding more than 10% of the
Company's voting stock) is fixed at the date of grant and generally will not
exceed five years. Options may be fully exercisable immediately or may become
exercisable in installments. The exercisability of all outstanding options
automatically accelerates if the Company dissolves, liquidates or merges or
consolidates with another corporation and is not the surviving corporation.
Each holder of stock options under the Option Plan is required to enter
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. See "Certain
Transactions".
VOTE REQUIRED. The Board of Directors recommends that the shareholders
approve the amendment to the 1996 Plan to increase the number of shares reserved
for issuance under the 1996 Plan from 430,000 to 1,000,000. Under applicable
Minnesota law, approval of the amendment to the 1996 Plan requires 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,
8
<PAGE>
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.
OTHER BUSINESS
Management knows of no other matters to be presented at the 2000 Annual
Meeting. If any other matter properly comes before the 2000 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 2001 Annual Meeting must be received by the
Company by November 15, 2000 to be included in the Company's proxy statement and
related proxy for the 2001 Annual Meeting.
ANNUAL REPORT
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1999, 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, 1999, 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 RUSSELL JACKSON, 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 22, 2000, YOU WERE A BENEFICIAL OWNER OF SHARES ENTITLED TO
VOTE AT THE 2000 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
/s/ Rick N. Diamond
Rick N. Diamond, Chief Executive Officer
Dated: April 28, 2000
9
<PAGE>
ACI TELECENTRICS, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 26, 2000
3:30 P.M.
FREDRIKSON & BYRON, P.A.
PIPESTONE VOYAGEURS ROOM
1100 INTERNATIONAL CENTRE
900 SECOND AVENUE SOUTH
MINNEAPOLIS, MINNESOTA
ACI TELECENTRICS, INC.
3100 WEST LAKE STREET, SUITE 300
MINNEAPOLIS, MINNESOTA 55416 PROXY
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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 2000 Annual Meeting of
Shareholders of the Company to be held at the offices of Fredrikson & Byron,
P.A., Pipestone Voyageurs Room, 1100 International Centre, 900 Second Avenue
South, Minneapolis, Minnesota at 3:30 p.m., on Friday, May 26, 2000, 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.
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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.
[ARROW] PLEASE DETACH HERE [ARROW]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH PROPOSAL.
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1. Set the number of directors at six (6). [ ] For [ ] Against [ ] Abstain
2. Election of directors: 01 Rick N. Diamond 04 Douglas W. Franchot [ ] Vote FOR [ ] Vote WITHHELD
02 Gary B. Cohen 05 Phillip T. Levin all nominees from all nominees
03 Seymour Levy 06 Thomas F. Madison (except as marked)
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(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. Approve an amendment to increase the number of shares reserved under
the Company's 1996 Stock Option Plan from 430,000 to 1,000,000. [ ] For [ ] Against [ ] Abstain
4. 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 [ ] Indicate changes below: Date _________________________, 2000
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Signature(s) in Box
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.
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