<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
BOBBY ALLISON WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
[Bobby Allison Letterhead]
May 5, 1999
Dear Common Shareholder and Series B Preferred Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of
Shareholders, which will be held at 10:00 a.m. EDT on Monday, June 5, 2000, at
the Company's new headquarters to be opened between now and then at 1200 Starkey
Road, Suite 105, Tampa, Florida.
Information about the meeting and the various matters on which the
shareholders will act is included in the enclosed Notice of Meeting and Proxy
Statement and you may vote by marking the enclosed Proxy Card and returning it
to the Company in the enclosed self-addressed postage paid return envelope.
Finally, the Company has enclosed a copy of the Company's 1999 Annual Report.
It is important that your shares be represented at the meeting. Whether
you plan to attend or not, we hope that you will complete and return your Proxy
in the enclosed envelope as promptly as possible.
We look forward to seeing you at the shareholders meeting.
Yours very truly,
Robert L. McGinnis
Chairman and Chief Executive Officer
<PAGE> 3
BOBBY ALLISON WIRELESS CORPORATION
2055 LAKE AVENUE S.E., SUITE A
LARGO, FLORIDA 33771
(727) 584-7902
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 5, 2000
The Annual Meeting of Shareholders of Bobby Allison Wireless
Corporation, a Florida corporation (the "Company"), will be held at the new to
be opened corporate headquarters of the Company at 1200 Starkey Road, Suite 105,
Tampa, Florida, on Monday, June 5, 2000, at 10:00 a.m. EDT.
At the Annual Meeting shareholders will consider and act upon the
following matters:
1. The election by the holders of the Common Stock of the Company
of two directors, each director to hold office until his
successor is duly elected and qualified;
2. The election by the holders of Series B Preferred Stock of the
Company of one director to hold office until his successor is
duly elected and qualified;
3. The proposal to ratify the appointment of BDO Seidman LLP as
independent auditors for the Company for the year ending
December 31, 2000; and
4. The transaction of such other business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 5, 2000,
as the record date for the determination of shareholders entitled to vote at the
Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting.
By Order of the Board of Directors
Robert L. McGinnis
Chairman of the Board
May 5, 2000
WHETHER YOU PLAN TO ATTEND THE MEETING OR NOT, WE URGE YOU TO MARK, SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENVELOPE PROVIDED IN ORDER
THAT AS MANY SHARES AS POSSIBLE MAY BE REPRESENTED AT THE MEETING AND TO ASSURE
A QUORUM. THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
SHOULD YOU LATER DETERMINE TO ATTEND THE MEETING.
<PAGE> 4
BOBBY ALLISON WIRELESS CORPORATION
2055 LAKE AVENUE, S.E., SUITE A
LARGO, FLORIDA 33771
PROXY STATEMENT
The following information is furnished to holders of the Company's
Common Stock and Series B Preferred Stock ("Voting Shareholders") in connection
with the SOLICITATION OF PROXIES BY THE BOARD OF DIRECTORS of Bobby Allison
Wireless Corporation (the "Company"), to be voted at the Annual Meeting of
shareholders to be held on Monday, June 5, 2000 at the new corporate
headquarters of the Company at 1200 Starkey Road, Suite 105, at 10:00 a.m. EDT.
A copy of the Annual Report of the Company for the fiscal year ended December
31, 1999, and a form of proxy for use at the meeting are enclosed with this
Proxy Statement. This Proxy Statement and the enclosed proxy are first being
mailed to Voting Shareholders on or about May 5, 2000.
GENERAL INFORMATION
PROXY
Voting Shareholders are requested to execute and return the enclosed
proxy in the accompanying envelope. The proxy may be revoked at any time before
it is voted by written notice to the Secretary of the Company. Proxies which are
returned properly executed, and not revoked, will be voted in accordance with
the shareholders' directions specified thereon. Where no direction is specified,
as applicable, proxies will be voted FOR each of the nominees for directors and
FOR the appointment of BDO Seidman, LLP as the Company's independent auditors
for the fiscal year ended December 31, 2000. On any other matters that may
properly come before the meeting, proxies will be voted by the persons named in
the proxy in accordance with their best judgment.
RECORD DATE AND VOTING SECURITIES
Voting Shareholders of record at the close of business on May 5, 2000,
are entitled to notice of, and to vote at, the Annual Meeting. As of May 5,
2000, there were 480,000 shares of the Company's Common Stock issued and
outstanding, and entitled to vote and 50 shares of the Company's Series B
Preferred Stock issued and outstanding, and entitled to vote. The holders of
Common Stock are entitled to one vote per share, exercisable in person or by
proxy, for the election of directors and all other matters. The holders of
Series B Preferred Stock are entitled to one vote per share, exercisable in
person or by proxy, for the election of one director.
A majority of the outstanding shares of Common Stock entitled to vote
is necessary to provide a quorum at this meeting. The election of the two (2)
directors to be elected by holders of Common Stock requires the affirmative vote
of a plurality of the Common Stock votes cast at the meeting. The election of
the one (1) director by the holders of Series B Preferred Stock shall be elected
by the affirmative vote of a majority of the outstanding shares of Series B
Preferred Stock. Proxies marked as abstentions will be treated as shares present
for purposes of determining whether a quorum is present. An abstention or a
proxy instructing that a vote be withheld is considered a negative vote. Broker
non-votes do not apply as no shares of Common Stock currently trade and thus are
not held in street name.
EXPENSES OF SOLICITATION
The cost of soliciting proxies is paid by the Company. Solicitation is
being made principally by mail; in addition certain officers and directors of
the Company and persons acting under their instructions may also solicit proxies
on behalf of management by telephone or in person. The cost of such additional
solicitation, if any, and such expenses is not expected to be material.
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of May 5, 2000 by (i) each person
or entity known by the Company to own more than 5% of the outstanding Common
Stock; (ii) each Named Executive Officer of the Company; (iii) each director of
the Company, and (iv) all executive officers and directors of the Company as a
group.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER SHARES(1) PERCENTAGE(2)
------------------------ --------- -------------
<S> <C> <C>
Robert L. McGinnis(3) 193,332 22.45%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
James L. Ralph(3) 197,498 22.94%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
James S. Holbrook, Jr.(4)(5) 340,019 38.08%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209
Sterne, Agee & Leach Group, Inc.(4)(5) 291,441 32.6%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209
Sterne, Agee & Leach, Inc.(4)(5) 291,441 32.6%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209
The Trust Company of Sterne, Agee & Leach, Inc.(4)(5) 291,441 32.6%
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209
All directors and executive officers as a group (3 persons) 730,849 80.07%
</TABLE>
(*) Indicates beneficial ownership of less than 1% of the outstanding shares of
the Company's Common Stock.
(1) Includes shares of Common Stock owned and shares of Common Stock into which
shares of convertible preferred stock of the Company owned by such person
is convertible. The only direct owner of the Common Stock at this time are
Robert L. McGinnis, James L. Ralph, Sterne, Agee & Leach, Inc. and The
Trust Company of Sterne, Agee & Leach, Inc.
(2) Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act of
1934 ("Exchange Act"). Under Rule 13d-3(d), shares not outstanding which
are subject to options exercisable within 60 days are deemed outstanding
for the purpose of calculating the number and percentage owned by such
person, but not deemed outstanding for the purpose of calculating the
percentage owned by any other person listed. As of December 31, 1999, the
Company had 850,790 shares of Common Stock assuming conversion of all of
the outstanding convertible preferred stock and which number was adjusted
for such options applicable.
2
<PAGE> 6
(3) Messrs. McGinnis and Ralph are Named Executive Officers, directors and five
percent (5%) shareholders. Each of Messrs, McGinnis and Ralph hold an
option to purchase up to 10,000 shares of Common Stock at $6.00 per share
which are currently exercisable.
(4) Mr. Holbrook is a director and 5% beneficial owner of the Company. Mr.
Holbrook is the Co-Chairman of the Board and CEO of Sterne, Agee & Leach
Group, Inc. which serves as the parent company for, among other companies,
Sterne, Agee and Leach, Inc. and The Trust Company of Sterne, Agee & Leach,
Inc. Consequently, Mr. Holbrook, Sterne, Agee & Leach Group, Inc., Sterne,
Agee and Leach, Inc. and The Trust Company of Sterne, Agee & Leach, Inc.
constitute a voting group under Rule 13d-1 promulgated under the Securities
Exchange Act of 1934, as amended, thereby requiring Mr. Holbrook to report
beneficial ownership of all shares owned by Sterne, Agee & Leach Group,
Inc., Sterne, Agee and Leach, Inc. and The Trust Company of Sterne, Agee &
Leach, Inc. Furthermore, Sterne Agee & Leach Group, Inc., Sterne, Agee &
Leach, Inc. and The Trust Company of Sterne Agee & Leach, Inc. must report
beneficial ownership of the shares owned by each other but they do not
report beneficial ownership of shares owned by Mr. Holbrook individually.
Mr. Holbrook disclaims beneficial ownership of all securities held by
Sterne, Agee & Leach Group, Inc., Sterne, Agee & Leach, Inc. and The Trust
Company of Sterne, Agee & Leach, Inc. Sterne, Agee & Leach Group, Inc.,
Sterne, Agee & Leach, Inc. and The Trust Company of Sterne, Agee & Leach,
Inc., as trustees, disclaim beneficial ownership of all securities held by
The Trust Company of Sterne, Agee & Leach, Inc. for the benefit of third
parties.
(5) Mr. Holbrook beneficially owns 8 shares of Series B Preferred Stock (4
through a general partnership) convertible into 33,328 shares of Common
Stock, 2 shares of Series C Preferred Stock convertible into 5,000 shares
of Common Stock and a warrant to purchase 10,250 shares of Common Stock at
$10.00 per share, which assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes approximately
5.44% of the total outstanding shares of Common Stock. Sterne, Agee & Leach
Group, Inc. beneficially owns 24 shares of Series B Preferred Stock (4
through a general partnership) convertible into 99,984 shares of Common
Stock, 8 shares of Series C Convertible Preferred Stock convertible into
20,000 shares of Common Stock and a warrant to purchase 20,500 shares of
Common Stock at $10.00 per share which, assuming conversion of all of the
convertible preferred stock and the exercise of this warrant constitutes
approximately 15.70% of the outstanding shares of Common Stock. Sterne,
Agee and Leach, Inc. beneficially owns 30,000 shares of Common Stock and 2
shares of Series C Preferred Stock convertible into 5,000 shares of Common
Stock which, assuming conversion of all convertible preferred stock,
constitutes approximately 3.90% of the total outstanding shares of Common
Stock. The Trust Company of Sterne, Agee and Leach, Inc. beneficially owns
as trustee of a trust for the benefit of Sterne, Agee and Leach, Inc. or
its assigns 100,000 shares of Common Stock which has been committed to be
distributed to independent third parties pursuant to a Memorandum of
Understanding in accordance with the exemption from registration contained
in Section 3(a)(10) of the Securities Act of 1933, as amended, which
assuming conversion of all of the convertible preferred stock, represents
approximately 11.2% of the outstanding shares of Common Stock, and, as
co-trustee of a trust benefitting the adult and independent children of
James S. Holbrook, Jr., 2 shares of Series B Preferred Stock convertible
into 8,332 shares of Common Stock, 1 share of Series C Preferred Stock
convertible into 2,500 shares of Common Stock, and a warrant to purchase
5,125 shares of Common Stock at $10.00 per share which, assuming
conversion of all of the convertible preferred stock and the warrant,
constitutes approximately 1.8% of the outstanding shares of Common Stock.
3
<PAGE> 7
ELECTION OF DIRECTORS
PROPOSAL 1
At the Annual Meeting, three directors will be elected to hold office
until their successors are elected and qualified, two by the holders of Common
Stock and one by the holders of Series B Preferred Stock. It is the intention of
the persons named as proxies, or their substitutes, to vote FOR the election of
the nominees listed below, unless and to the extent otherwise specified in any
particular proxy. Management of the Company does not contemplate that any of the
nominees will become unavailable for any reason, but if that should occur before
the meeting, proxies will be voted for another nominee, or other nominees, to be
selected by the Board of Directors. Any vacancies that may occur during the year
may be filled by an individual appointed by the Board of Directors to serve for
the remainder of the term of any such director position. In accordance with the
Company's bylaws and Florida law, a stockholder entitled to vote for the
election of directors may withhold authority to vote for certain nominees for
director or may withhold authority to vote for all nominees for director. Each
director nominee to be voted upon by the holders of Common Stock receiving a
plurality of the votes cast in person or by proxy at the meeting will be elected
director. The one director nominees to be voted upon by the holders of Series B
Preferred Stock will be elected directors if each receives the vote of the
majority of the outstanding shares of Series B Preferred Stock. Abstentions will
not be treated as a vote for or against any particular director nominee, and
will not affect the outcome of the election.
None of the nominees for election as a director is proposed to be
elected pursuant to any arrangement or under standing between the nominee and
any other person or persons. All nominations for membership on the Board of
Directors originated with the Board of Directors.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND NOMINEES
The Company's bylaws provide for a minimum of one and a maximum of nine
directors. The Board of Directors fixed the number of directors at three. From
October 27, 1998 to date, the Company has had only three directors and has not
had a standing audit, nominating or compensation committee. During the fiscal
year ended December 31, 1999, the Board of Directors has one meeting in which
all directors participated and acted by unanimous consent ten times.
The following is a brief summary of each nominee's business experience
during at least the past five years, unless otherwise indicated, and other
directorships held.
COMMON STOCK NOMINEES
ROBERT L. McGINNIS, age 59, has served as Chairman of the Board, Chief
Executive Officer and Treasurer of the Company since December 31, 1998. Mr.
McGinnis served as Chief Executive Officer of Bobby Allison Cellular Systems of
Florida, Inc. from its inception in 1993 until its merger with the Company on
December 31, 1998
JAMES L. RALPH, age 36, has served as President, Secretary and Director
since December 31, 1998. From its inception in 1993 until its merger with the
Company on December 31, 1998, Mr. Ralph served as the President and Chief
Operating Officer of Bobby Allison Cellular Systems of Florida, Inc.
4
<PAGE> 8
SERIES B PREFERRED STOCK NOMINEE
JAMES S. HOLBROOK, JR., age 55, has served as Director since December
31, 1998 and served as Chairman of Board and Chief Executive Officer from August
27, 1998 until December 31, 1998. Mr. Holbrook is, and has for the past five (5)
years been, the chief executive officer of Sterne Agee and its affiliated
companies.
EXECUTIVE COMPENSATION.
The following table sets forth certain information regarding
compensation paid or accrued by the Company for services rendered in all
capacities during the years ended December 31, 1997, 1998 and 1999, for the
chief executive officers and the four other most highly compensated executive
officers of the Company whose total annual salary and bonus in the last fiscal
year exceeded $100,000 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation (2) Compensation
------------------------------------------ --------------
Number of
Salary Bonus Other Annual Stock Options All Other
Name and Principal Position (1) Year ($) ($) Compensation (3) Granted Compensation
- --------------------------------- ---- ------ ----- ----------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. McGinnis, Chairman and 1999 $135,000 $41,000(4) $30,979 10,000 $15,000(5)
CEO 1998 $132,534 0 $19,200 -- --
1997 $ 86,723 0 $19,200 -- --
James L. Ralph, President and COO 1999 $135,000 $41,000(4) $14,738 10,000 $10,000(5)
1998 $129,939 0 $17,200 -- --
1997 $ 88,125 0 $17,200 -- --
</TABLE>
- --------------------------
(1) Robert L. McGinnis became the Chairman of the Board and CEO and James L.
Ralph became the President and COO immediately following the Merger,
January 1, 1999, and subject to their employment agreements. See
"Employment Agreements."
(2) Dollar value of perquisites and other benefits were less that the lesser of
$50,000 or 10% of the total salary and bonus for each Named Executive
Officer.
(3) Represents the dollar value of insurance premiums paid by the Company with
respect to life, health, dental and disability insurance and automobile
allowance for the benefit of the Named Executive Officer.
(4) Represents incentive compensation payable to officers as of December 31,
1999.
(5) Represents annual value of life insurance premiums to Messrs Mr. McGinnis
and Ralph paid under the Split-Dollar Agreement between the Company and
each of Messrs. McGinnis and Ralph. See "Employment Agreements."
5
<PAGE> 9
EMPLOYMENT AGREEMENTS
Pursuant to the merger of Bobby Allison Cellular Systems of Florida,
Inc. into the Company's subsidiary effective December 31, 1999, Robert L.
McGinnis and James L. Ralph became the Named Executive Officers of the Company.
They have each entered into employment agreements with the Company effective
December 31, 1998, a summary of which are discussed below.
McGINNIS AGREEMENT. Pursuant to the employment agreements entered into
between the Company and Robert L. McGinnis ("McGinnis Agreement") on December
31, 1998, Mr. McGinnis became the Company's Chief Executive Officer. The
McGinnis Agreement shall have an initial term of three (3) years. Upon the
expiration of the initial term, the McGinnis Agreement shall automatically renew
for successive one (1) year terms unless sooner terminated by either party
giving written notice one hundred twenty (120) days prior to the commencement of
such renewal term. During the first twelve (12) months of the McGinnis
Agreement, Mr. McGinnis shall receive a minimum annual base compensation of One
Hundred Thirty-Five Thousand Dollars ($135,000). At the end of such initial
twelve (12) month period and each twelve (12) month period thereafter, the
Company's Board of Directors shall review Mr. McGinnis' annual salary to
determine the next twelve (12) months annual compensation; provided, however,
that Mr. McGinnis' annual salary shall be increased a minimum of six percent
(6%) each year. The McGinnis Agreement requires that the Board of Directors
approve an incentive compensation plan which provides additional compensation to
Mr. McGinnis based upon the Company's net income and which at a minimum shall be
equal to two percent (2%) of the Company's net income for any applicable
employment year. The Board of Directors may also reward Mr. McGinnis additional
discretionary compensation in the form of bonuses or other rewards. In the event
that Mr. McGinnis terminates the McGinnis Agreement for the Company breach of
its terms, then the Company shall pay Mr. McGinnis severance compensation equal
to two-thirds (2/3) of Mr. McGinnis' annual compensation at the time of the
termination if during the initial three (3) year term and one-fourth (1/4) of
Mr. McGinnis' annual compensation at the time of the termination if during a
renewal term.
Pursuant to the McGinnis Agreement, Mr. McGinnis will be entitled to
receive other benefits such as an automobile, health insurance, disability
insurance, reimbursement of business expenses and the right to participate in
other employee benefit plans, retirement plans, deferred compensation plans and
other fringe benefits generally made available to executive and management
employees of the Company. The McGinnis Agreement further provides that Mr.
McGinnis will be eligible to participate in a stock option plan of the Company
which has reserved for issuance at least ten percent (10%) of the issued and
outstanding capital stock of the Company. As previously stated, no stock option
plan has yet been adopted.
Finally, the McGinnis Agreement provides that the Company shall fund
the premium of a life insurance policy on Mr. McGinnis' life which will provide
a split-dollar benefit, i.e, death benefit to the Company and cash surrender
value to Mr. McGinnis' designated beneficiaries or estate in the event of his
death. The life insurance policy shall be a permanent life policy with a face
amount that will cause the annual premium to exceed the annual cost of term life
insurance by $15,000. If Mr. McGinnis is terminated, then Mr. McGinnis shall
become the sole owner of the policy. Mr. McGinnis and the Company entered into a
Split-Dollar Agreement on February 10, 1999, effective December 31, 1998.
RALPH AGREEMENT. Pursuant to the employment agreements entered into
between the Company and James L. Ralph ("Ralph Agreement") on December 31, 1998,
Mr. Ralph became the Company's President. The Ralph Agreement shall have an
initial term of three (3) years. Upon the expiration of the initial term, the
Ralph Agreement shall automatically renew for successive one (1) year terms
unless sooner terminated by either party giving written notice one hundred
twenty (120) days prior to the commencement of such renewal term. During the
first twelve (12) months of the Ralph Agreement, Mr. Ralph shall receive a
minimum annual base compensation of One Hundred Thirty-Five Thousand Dollars
($135,000). At the end of such initial twelve (12) month period and each twelve
(12) month period thereafter, the Company's Board of Directors shall review Mr.
Ralph's annual salary to determine the
6
<PAGE> 10
next twelve (12) months annual compensation; provided, however, that Mr. Ralph's
annual salary shall be increased a minimum of six percent (6%) each year. The
Ralph Agreement requires that the Board of Directors approve an incentive
compensation plan which provides additional compensation to Mr. Ralph based upon
the Company's net income and which at a minimum shall be equal to two percent
(2%) of the Company's net income for any applicable employment year. The Board
of Directors may also reward Mr. Ralph additional discretionary compensation in
the form of bonuses or other rewards. In the event that Mr. Ralph terminates the
Ralph Agreement for the Company's breach of its terms, then the Company shall
pay Mr. Ralph severance compensation equal to two-thirds (2/3) of Mr. Ralph's
annual compensation at the time of the termination if during the initial three
(3) year term and one-fourth (1/4) of Mr. Ralph's annual compensation at the
time of the termination if during a renewal term.
Pursuant to the Ralph Agreement, Mr. Ralph will be entitled to receive
other benefits such as an automobile, health insurance, disability insurance,
reimbursement of business expenses and the right to participate in other
employee benefit plans, retirement plans, deferred compensation plans and other
fringe benefits generally made available to executive and management employees
of the Company. The Ralph Agreement further provides that Mr. Ralph will be
eligible to participate in a stock option plan of the Company which has reserved
for issuance at least ten percent (10%) of the issued and outstanding capital
stock of the Company. As previously stated, no stock option plan has yet been
adopted.
Finally, the Ralph Agreement provides that the Company shall fund the
premium of a life insurance policy on Mr. Ralph' life which will provide a
split-dollar benefit, i.e., death benefit to the Company and Mr. Ralph' s
designated beneficiaries or estate in the event of his death. The life insurance
policy shall be a permanent life policy with a face amount that will cause the
annual premium to exceed the annual cost of term life insurance by $10,000. If
Mr. Ralph is terminated, then Mr. Ralph shall become the sole owner of the
policy. Mr. Ralph and the Company entered into a Split-Dollar Agreement on
February 10, 1999, effective December 31, 1998.
INCENTIVE COMPENSATION PLAN.
On December 31, 1999, pursuant to the terms of the McGinnis Agreement
and the Ralph Agreement, the Company adopted an Incentive Compensation Plan for
each of Mr. McGinnis and Mr. Ralph. These incentive plans provide that within 90
days following each fiscal year, the Company shall pay each of Mr. McGinnis and
Mr. Ralph a bonus equal to 4% of the Company's consolidated pre-tax income
(before the incentive bonus is accrued) as reported in the Company's financial
statements included in its year end filing with the SEC (i.e. Form 10-KSB or
equivalent) for each fiscal year beginning with the year ended December 31,
1999. The incentive plans each have a term equivalent to the McGinnis Agreement
and Ralph Agreement, respectively.
EMPLOYEE STOCK OPTIONS
Pursuant to the terms of the McGinnis Agreement and the Ralph
Agreement, the Company adopted the Bobby Allison Wireless Corporation 1999 Stock
Option Plan ("Option Plan") effective January 1, 1999. The Option Plan provides
that the Company may grant options to purchase up to ten (10%) of the
outstanding Common Stock and common stock equivalents but in no event greater
than 100,000 shares.
On March 31, 1999, the Company granted incentive stock options to
certain employees of the Company for the right to purchase up to 42,000 shares
of Common Stock at $6.00 per share exercisable immediately, including options to
purchase up to 10,000 shares of Common Stock granted to each of Messrs. McGinnis
and Ralph. On May 1, 1999, the Company granted a new employee options to
purchase 10,500 shares of Common Stock, 2,500 exercisable immediately, 3,500
exercisable on May 1, 2000 and 4,500 exercisable on May 1, 2001. Effective
November 9, 1999, the Company granted options to purchase 3,000 shares of Common
Stock to various employees which vest at various times from June 1, 2000 to
November 1, 2000. The Company has not yet granted any options in the year 2000.
7
<PAGE> 11
The following table sets forth the options granted during the year
ended December 31, 1999 for each Named Executive Officer:
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
Exercise of
Number of Securities Underlying Percent of Total Options/SARs Base Price Expiration
Name Options/SARs Granted (#) Granted to Employees in Fiscal Year ($/share) Date
------ ------------------------------- ----------------------------------- ----------- ----------
<S> <C> <C> <C> <C>
Robert L. McGinnis...... 10,000 18.02% $6.00 03/31/09
James L. Ralph.......... 10,000 18.02% $6.00 03/31/09
</TABLE>
The Company also granted 107,500 non-plan options in 1999, 100,000 of
which are only exercisable upon the occurrence of specific contingencies.
COMPENSATION OF DIRECTORS
Directors do not currently receive any compensation for serving as a
director of the Company. The Company does, however, reimburse directors for
their travel and other expenses incurred in connection with attending meetings
of the Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DEBENTURES
Pursuant to the Merger, each of Messrs. McGinnis and Ralph were issued
debentures of the Company in the principal amount $125,000 payable in
installment over three (3) years at an interest rate of 7.5% per annum.
WARRANTS AND STOCK OPTIONS WITH CONTINGENT EXERCISABILITY
On November 19, 1999, the Company consummated a revolving note loan
from Colonial Bank in the amount of $1 million. This note was unconditionally
guaranteed by Mr. Holbrook, Sterne, Agee & Leach Group, Inc. and a trust of
which The Trust Company of Sterne, Agee & Leach, Inc. is a co-trustee
benefitting Mr. Holbrook's independent adult children, in the amounts of
$500,000, $250,000 and $250,000, respectively, in consideration for warrants to
purchase 20,500, 10,250 and 10,250 shares, respectively (as adjusted pursuant to
the terms of the warrants), of Common Stock for $10.00 per share exercisable
until November 19, 2003. Furthermore, in the event that the guarantors are
required to make payment against the guaranties, then upon such payment, they
each will have the right to exercise an option, separate and apart from the
warrants, to convert such payment on the guaranty into shares of Common Stock at
a price of $10.00 per share (or a maximum of 100,000 shares). In the event that
the loan is either (i) repaid by the Company or (ii) the guarantors are
otherwise released from the guaranties, then such option shall expire but the
warrants shall continue to exist until exercised or their expiration at the end
of four years.
Effective May 3, 2000, a distribution was made from the trust in
accordance with its terms which resulted in the transfer of $125,000 of the
guarantee and consequently warrants to purchase 5,125 shares of Common Stock and
the corresponding option.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who beneficially own more than 10%
of the Common Stock ("Section 16 Insiders"), to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Section 16 Insiders are required by the SEC regulations to furnish the Company
with copies of all SEC forms required under Section 16(a) of the Securities
Exchange Act of 1934 ("Section 16(a) Forms"). Based solely on review of the
Section 16(a) Forms as furnished to the Company, the Company believes that for
the period from January 1, 1999 through December 31, 1999,
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<PAGE> 12
all Section 16 Insiders filed their Section 16(a) Forms in a timely manner,
except that (i) Sterne, Agee & Leach Group, Inc. Sterne, Agee & Leach, Inc., The
Trust Company of Sterne, Agee & Leach, Inc. and James S. Holbrook, Jr. were late
filing their joint Form 4 to report the purchase in August of shares of the
Company's Series C Convertible Preferred Stock and (ii) Robert L. McGinnis and
James L. Ralph were each late filing their Form 5 to report the grant of options
on March 31, 1999 pursuant to the Bobby Allison Wireless Corporation 1999 Stock
Option Plan.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
PROPOSAL 2
The Board of Directors has appointed the firm BDO Seidman, LLP, as its
Independent Auditors for the calender year ending December 31, 2000. Although
shareholder ratification is not required, the Board has determined that it would
be desirable to request an expression from the shareholders as to whether or not
they concur in the forgoing appointment.
At the time of the Company's initial public offering, the Company's
balance sheet for the fiscal year ended December 31, 1996 and the related
statements of operations and deficit accumulated during the development stage,
shareholders equity and cash flows for the period from April 19, 1996 (date of
inception) to December 31, 1996 were audited by the independent accounting firm
of KPMG LLP, formerly known as KPMG Peat Marwick LLP ("KPMG"). KPMG expressed
its unqualified opinion as to such financial statements of the Company in its
report dated February 20, 1997, except as to the last paragraph of Note 9, which
is as of May 5, 1997.
On November 21, 1997, the Company changed its fiscal year end to the
Saturday nearest January 31, in conformity with the National Retail Federation
fiscal calendar. The Company filed a Form 8-K on December 3, 1997 giving notice
of this change and the Company's intent to reflect the fiscal year transition on
Form 10-KSB for the year ended January 31, 1998.
The Company filed for bankruptcy on January 12, 1998. Subsequently, the
U.S. Bankruptcy Court, Southern District of Florida, did not authorize the
expenditure of the Company's funds for an audit. Therefore, the Company was
unable to engage KPMG to complete an audit of the Company's financial statements
for the one month ended January 31, 1997 and the year ended January 31, 1998. As
a result of the Company's failure to have an audit completed, the Company did
not file a Form 10-KSB for such fiscal year.
There were no disagreements during 1996 or 1997 between the Company and
KPMG on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KPMG would have caused it to make reference to the
subject matter of the disagreement in its report. Since its emergence from
bankruptcy, the Company contacted KPMG regarding its audit. However, KPMG has
declined to stand for reelection which was confirmed by its letter to the
Company dated January 8, 1999.
On January 7, 1999, in anticipation of KPMG's declination to stand for
reelection, the Company engaged BDO Seidman, LLP ("BDO Seidman") as the
successor independent auditor, which engagement was approved by the Board of
Directors of the Company on the same date. BDO Seidman is an international
accounting and consulting organization with three offices in Florida. BDO
Seidman was engaged on January 7, 1999 to audit the Company's financial
statements for the one-month ended January 31, 1997 and the fiscal year ended
January 31, 1998. BDO Seidman, LLP has served as auditors of the consolidated
financial statements of the Company and its subsidiary since such time and has
further audited the consolidated financial statements of the Company and its
subsidiary for the year ended December 31, 1999.
The Company has been advised by BDO Seidman, LLP that they did not have
any direct financial interest or material indirect financial interest in the
Company or its subsidiary, and that during the above time, BDO Seidman,
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<PAGE> 13
LLP has not had any connection with the Company or its subsidiary in the
capacity of promoter, underwriter, voting trustee, director, officer or
employee. Representatives of BDO Seidman, LLP will be present at the shareholder
meeting and will have the opportunity to make a statement in they desire to do
so. Those representatives will also available to respond to appropriate
questions. BDO Seidman, LLP has advised that all professional services were
provided at customary rates and terms.
The Board recommends a vote FOR ratification of the appointment of BDO
Seidman, LLP as Independent Auditors for the Company for the calender year
ending December 31, 2000. If the shareholders should not ratify the appointment
of BDO Seidman, LLP by a majority vote, the Board of Directors will reconsider
the appointment.
OTHER MATTERS
The Board of Directors knows of no other business to be transacted, but
if any other matters do come before the meeting, the persons named as proxies in
the accompanying proxy, or their substitutes, will vote or act with respect to
them in accordance with their best judgment.
SHAREHOLDERS' PROPOSALS
Any proposal which a shareholder expects to present at the next annual
meeting to be held in 2001 must be received at the Company's principal executive
office shown on the first page of this Proxy Statement not later than January 5,
2001, in order to be included in the proxy material for the 2001 meeting. All
proposals must comply with the Rule 14a-8 of Regulation 14A of the proxy rules
of the Securities and Exchange Commission.
By Order of the Board of Directors
10
<PAGE> 14
COMMON STOCK PROXY
BOBBY ALLISON WIRELESS CORPORATION
Proxy for Annual Meeting of Shareholders, June 5, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. McGinnis and James L. Ralph,
and either of them, proxies for the undersigned, with full power of
substitution, to represent the undersigned and to vote, as designated below, all
of the shares of the common stock of Bobby Allison Wireless Corporation (the
Company) which the undersigned is entitled to vote at the annual meeting of
shareholders of the Company to be held on Monday, June 5, 2000, and at any
adjournment thereof.
1. The election as directors of all nominees listed below (except as
marked to the contrary below):
Robert L. McGinnis and James L. Ralph
[ ] FOR all nominees listed above [ ] VOTE WITHHELD
(except as marked to the for all
contrary) nominees listed above
(INSTRUCTION: TO WITHHOLD YOUR AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE LINE BELOW:)
2. The ratification of the appointment of BDO Seidman, LLP as
independent auditors for the Company for the year ending December 31, 2000:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
____________________________________________________
3. In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be voted as
directed herein. If no direction is given, this proxy will be voted FOR Item 1
and Item 2.
Dated _________________, 2000
Phone No.______________________ ____________________________________
Signature of Stockholder
____________________________________
Signature of Stockholder
Where stock is registered jointly in the names of two or more persons, ALL
should sign. Signature(s) should correspond exactly with the name(s) as shown
above. Please mark, sign, date, and return the proxy card promptly in the
enclosed envelope. No postage need be affixed if mailed in the United States.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE> 15
SERIES B PREFERRED STOCK PROXY
BOBBY ALLISON WIRELESS CORPORATION
Proxy for Annual Meeting of Shareholders, June 5, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert L. McGinnis and James L. Ralph,
and either of them, proxies for the undersigned, with full power of
substitution, to represent the undersigned and to vote, as designated below, all
of the shares of the Series B Preferred Stock of Bobby Allison Wireless
Corporation (the Company) which the undersigned is entitled to vote at the
annual meeting of shareholders of the Company to be held on Monday, June 5,
2000, and at any adjournment thereof.
1. The election as director of nominee listed below (i):
James S. Holbrook, Jr.
[ ] FOR nominee listed above [ ] VOTE WITHHELD
for nominee
listed above
2. In their discretion, the Proxies are authorized to vote upon such
other matters as may properly come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS and will be voted as
directed herein. If no direction is given, this proxy will be voted FOR Item 1.
Dated _________________, 2000
Phone No.______________________ ____________________________________
Signature of Stockholder
____________________________________
Signature of Stockholder
Where stock is registered jointly in the names of two or more persons, ALL
should sign. Signature(s) should correspond exactly with the name(s) as shown
above. Please mark, sign, date, and return the proxy card promptly in the
enclosed envelope. No postage need be affixed if mailed in the United States.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
