SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
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
Salient Cybertech, Inc.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
Salient Cybertech, Inc.
-------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
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 O-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 O-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 O-11(a) (2) and identify the filing for which the
offseting 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> 1
Salient Cybertech, Inc.
1715 Stickney Point Rd., Suite A-12, Sarasota FL 34231
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SATURDAY MAY 13, 2000.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Salient Cybertech, Inc., a Delaware corporation (the "Company"), will
be held at the Conference Area of the Hyatt Hotel, at the following
address:
Hyatt Hotel
1000 Boulevard of the Arts
Sarasota FL 34236
on Saturday, May 13, 2000 at 2 PM, for the purpose of considering
and acting upon the following matters:
1. The election of two Class I directors to serve until the
2003 Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
2. The ratification of the appointment of Stan J. H. Lee
and Company , to audit the company's financial statements.
3. The ratification of the appointment of Melanie Meer
as the Company's Secretary.
4. The approval by the shareholders of options issued to
officers, directors and consultants of the company under the 1998
Stock Option Plan.
5. 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 March 20,
2000 as the record date for the determination of stockholders entitled
to notice of and to vote at the meeting. Accordingly, only
stockholders of record at the close of business on that date will be
entitled to vote at the meeting. A complete list of the stockholders
entitled to vote will be available for inspection by any stockholder
during the meeting. In addition, the list will be open for
examination by any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten
days prior to the meeting at the office of the Company, located at
1715 Stickney Point Rd., Suite A-12, Sarasota FL 34231.
The enclosed proxy is solicited by the Board of Directors of
the Company. Reference is made to the attached proxy statement
for further information with respect to the business to be
transacted at the meeting. The Board of Directors urges you to
sign, date and return the enclosed proxy promptly. You are
cordially invited to attend the meeting in person. The return of
the enclosed proxy will not affect your right to vote in person if
you do attend the meeting.
/s/Melanie Meer
Secretary DATE: March 28, 2000
<PAGE> 2
Salient Cybertech, Inc.
1715 Stickney Point Rd., Suite A-12, Sarasota FL 34231
PROXY INFORMATION STATEMENT
GENERAL
This information is furnished by the Board of Directors of Salient
Cybertech, Inc. (the "Company") for the Company's 2000 Annual
Meeting of Stockholders (the "Meeting"), which will be held on the
date, at the time and place, and for the purposes set forth in the
foregoing notice, and at any adjournment or postponement thereof.
This proxy statement and the foregoing notice are first being sent to
stockholders of the Company (the "Stockholders") on or about March 31,
2000.
The Board of Directors does not intend to bring any matter before the
Meeting except as specifically indicated in the notice and does not
know of anyone else who intends to do so. If any other matters
properly come before the Meeting, however, shareholders in attendance,
or their duly constituted substitutes acting at the Meeting, will be
authorized to vote or otherwise act thereon in accordance with their
judgment on such matters. Any proxy may be revoked at any time prior
to its exercise by notifying the Secretary in writing, by delivering a
duly executed proxy bearing a later date, or by attending the Meeting
and voting in person.
VOTING SECURITIES AND SECURITY OWNERSHIP
Voting Securities
At the close of business on March 20, 2000, the record date fixed for
the determination of Stockholders entitled to notice of and to vote at
the Meeting, there were 5,254,900 outstanding shares of the Company's
Common Stock, its only class of voting securities currently issued.
Each share of Common Stock entitles the record holder thereof to one
vote. The presence at the Meeting, in person or by proxy, of a
majority of such outstanding shares of Common Stock will constitute a
quorum.
The affirmative vote of a majority of shares of Common Stock present,
in person or by proxy, and entitled to vote at the Meeting will be
required to elect directors. The affirmative vote of a majority of
shares of Common Stock present, in person or by proxy, and entitled to
vote at the Meeting will be required to approve the stock options
issued to officers, directors and consultants. The affirmative vote of
a majority of shares of Common Stock present, in person or by proxy,
and entitled to vote at the Meeting will be required to approve the
the appointment of Stan J. H. Lee and Company, to audit the Company's
financial statements for the year ended December 31, 2000. The
affirmative vote of a majority of shares of Common Stock present, in
person or by proxy, and entitled to vote at the Meeting will be
required to approve the appointment of Melanie Meer as the Company's
Secretary.
Proxies submitted which contain abstentions or broker non-votes will
be deemed present at the Meeting in determining the presence of a
quorum. Shares of Common Stock that are voted to abstain with respect
to any matter are considered shares entitled to vote, and cast, with
respect to that matter. Shares of Common Stock subject to broker non-
votes with respect to any matter will not be considered as shares
entitled to vote with respect to that matter.
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 20,
2000 regarding the beneficial ownership of the Company's Common Stock
by (i)each stockholder known by the Company to be the beneficial owner
of more than 5% of the Company's Common Stock, (ii) by each Director
and executive officer of the Company and (iii) by all executive
officer and Directors of the Company as a group. Each of the persons
<PAGE> 3
named in the table has sole voting and investment power with respect
to Common Stock beneficially owned. The number of shares indicated
does not include unexercised stock options.
Name of Number of Shares
Beneficial Owner Beneficially Owned Percent of Class
- ----------------- ------------------ ----------------
Paul Sloan 208,984 5.52%
CEO, President,
Director
James Vondra 41,476 0.79%
Director
Todd Finch 0 0%
Director
James Marquis 0 0%
Director
Kim Adolphe 1,896,000 34.53%
Director, President
of Subsidiary
Melanie Meer 0 0%
Secretary
All Directors & Officers 2,146,460 40.84%
as a group (6 persons)
The following table sets forth information at March 20, 2000 with
respect to the beneficial ownership of the Company's Stock by (a) each
director and each nominee for election as a director of the Company,
(b) each current executive officer named in the Summary Compensation
Table under the caption "EXECUTIVE COMPENSATION" and (c) all directors
and executive officers of the Company as a group (6 persons). Unless
otherwise indicated, each person named below and each person in the
group named below has sole voting and dispositive power with respect
to the shares of Common Stock indicated as beneficially owned by such
person or group. The number of shares indicated does not include
unexercised stock options.
Name of Number of Shares
Beneficial Owner Beneficially Owned Percent of Class
- -------------------- ------------------ ----------------
Paul Sloan 208,984 5.52%
CEO, President,
Director
James Vondra 41,476 0.79%
Director
Todd Finch 0 0%
Director
James Marquis 0 0%
Director
Kim Adolphe 1,896,000 34.53%
Director, President
of Subsidiary
Melanie Meer 0 0%
Secretary
All Directors & Officers 2,146,460 40.84%
as a group (6 persons)
<PAGE> 4
PROPOSAL ONE - ELECTION OF CLASS I DIRECTORS
The Company's By-Laws provide for the election of two CLASS I
Directors to serve for a term of three year, until the 2003 Annual
Meeting of Stockholders and the election and qualification of
their respective successors. Unless otherwise directed, proxies
will be voted for the election of Kim Adolphe and James Marquis
as directors.
Each of the nominees has indicated a willingness to serve as a
director of the Company. In the event that any of the nominees
should become unavailable or unable to serve for any reason, the
persons named in the enclosed proxy will vote for one or more
alternate nominees as the Board of Directors may recommend.
The following table sets forth certain information about each nominee.
Name Age Position
- ----- --- --------
Jim Marquis 57 Director.
Kim Adolphe 41 Director.
Mr. Jim Marquis, elected to Board of Directors of the Company on
May 22, 1999, is currently Vice President and Board member of Kimchuk,
Inc., an electronics manufacturing and engineering design firm. He
also sits on the Board of Directors of Smartcom, Inc.,
Thermal Waste Technologies, Smart Communications, Inc., Investment
Funding LLC, Licom Inc., and Baron Express LLC, and is a partner of
Professional Properties. Mr. Marquis has been with Kimchuk, Inc. since
1971. Mr. Marquis received a BSEE from the University of Bridgeport
in 1968 and an MBA from the University of Connecticut in 1974.
Mrs. Kim Adolphe became a Director of the Company in
September 1999, immediately upon Gemini Learning Systems, Inc.'s
("Gemini") purchase by the Company. For the past 5 years, she has been
President and CEO of Gemini.
Mrs. Adolphe, President and CEO of Gemini since its inception in
1990, runs Gemini on a day to day basis. Her role is to oversee the
strategic direction of the company and to ensure that the people
and processes to accomplish Gemini's corporate objectives are in place.
She has held this position continuously, on a full time basis, since
1990.
Mrs. Adolphe is a director and alumni member of Canadian Advanced
Technology Alliance (CATA). She was the founding President of the
Calgary UNIX User's Group (CUUG), spearheading the first Internet
service in Calgary. Mrs. Adolphe has published papers in such
journals as Canadian Artificial Intelligence and co-authored an
international award-winning paper on the SWIFT (SoftWare Intelligent
Freeform Training) methodology.
The Directors to be elected at the Annual Meeting will hold office
until the 2003 Annual Meeting of shareholders and their successor
is elected and qualified. Thereafter, each director will be elected
to a three-year term, with one-third of the number of authorized
directors being elected at each annual meeting of shareholders. The
Board of Directors has unanimously approved the election of the
nominees listed below.
Class I: Jim Marquis, Kim Adolphe
The affirmative vote of at least a majority of the shares represented
and voting at the Annual Meeting at which a quorum is present (which
shares voting affirmatively also constitute at least a majority of the
required quorum) is necessary for election of directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF ALL NOMINEES FOR DIRECTORS.
<PAGE> 5
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Stan J. H. Lee
and Company as the Company's principal certified public accountants
for the fiscal year ending December 31, 2000. It is anticipated that
a representative of Stan J. H. Lee and Company will be present at
the Meeting, and will respond to appropriate questions of
stockholders.
PROPOSAL TWO - RATIFICATION OF SELECTION OF AUDITORS
The firm of Bobbitt, Pittenger and Company PA (BPC) audited the financial
statements of the Company for the fiscal year ended Dec. 31, 1998.
through June 30, 1999. On March 20, 2000, pursuant to a vote of the
Board of Directors, the firm of Stan J. H. Lee and Company was
selected to audit the financial statements of the Company for the year
ended Dec. 31, 1999.
The report of BPC on the Company's financial statements for the
previous year did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit
scope, or accounting principles. During the entire period of the
engagement of BPC, through June. 30, 1999, there had been no
disagreement on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to BPC's satisfaction, would have
caused BPC to make reference in connection with its reports to the subject
matter of the disagreement.
The firm of Stan J. H. Lee and Company audited the financial
statements of the Company for the year ended Dec. 31, 1999.
Accordingly, the Board of Directors will offer the following
resolution at the Annual Meeting:
RESOLVED, that the appointment by the Board of Directors of Stan J.
H. Lee and Company, independent public accountants, to audit the
financial statements of the Company for the year ended Dec. 31, 2000
be, and hereby is, ratified and approved.
The affirmative vote of at least a majority of the shares represented
and voting at the Annual Meeting at which a quorum is present (which
shares voting affirmatively also constitute at least a majority of the
required quorum) is necessary for approval of Proposal No. 2. Under
Delaware law, there are no rights of appraisal or dissenters rights
which arise as a result of a vote to ratify the selection of auditors.
THE BOARD OF DIRECTORS DEEMS PROPOSAL TWO TO BE IN THE BEST INTERESTS
OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR"
APPROVAL THEREOF.
PROPOSAL THREE- APPOINTMENT OF SECRETARY
The Company's By-Laws provide for the election of Officers
to serve until replaced for cause or as otherwise provided in the
By-Laws of the Company.
The Company had appointed Melanie Meer as interim Secretary of the
Company on March 20, 2000, to hold office until the next Annual
Meeting of the Company.
Melanie Meer has indicated a willingness to serve as Secretary
of the Company. In the event that she should become unavailable
or unable to serve for any reason, the persons named in the enclosed
proxy will vote for one or more alternate nominees as the Board of
Directors may recommend.
The following table sets forth certain information about the nominee.
Name Age Position
- ----- --- --------
Melanie Meer 40 Nominee as Secretary
<PAGE> 6
Ms. Melanie Meer became interim Secretary of the Company on March 20,
2000. Prior to this appointment Ms. Meer was, for the last 12
years, a freelance consultant to businesses and non-profit organizations
in the areas of internal accounting and finance. Ms. Meer has a Bachelor
of Science Degree in marketing from SUNY.
The Secretary to be elected at the Annual Meeting will hold office
until replaced for cause or as otherwise provided in the By-Laws of
the Company. The Board of Directors has unanimously approved the
election of the nominee listed below to the position of Secretary.
Melanie Meer
The affirmative vote of at least a majority of the shares represented
and voting at the Annual Meeting at which a quorum is present (which
shares voting affirmatively also constitute at least a majority of the
required quorum) is necessary for election of officers.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF THE NOMINEE FOR SECRETARY.
INFORMATION CONCERNING LEGAL PROCEEDINGS
The Company is currently not a party to any pending or threatened
litigation of a meritorious or material nature or that could result in
a significant financial impact. From time to time the Company may be
involved in lawsuits in the normal course of its business, that do not
have a material impact upon the Company.
INFORMATION CONCERNING MEETINGS OF THE BOARD OF DIRECTORS
The Directors held several informal telephone discussions and voted
on issues by special ballot. The entire Board of Directors considers
issues before it, and may form committees for certain purposes.
COMPENSATION OF DIRECTORS
The Directors received no cash compensation in 1999, but did receive
the following stock options during 1999:
Name Amount Exercise Price Term Amount Exercised
- ----- ------ -------------- ---- ----------------
Mr. Provost(1) 50,000 1.44 5 yr 0
Mr. Sloan 50,000 1.44 5 yr 0
Mr. Cohen(2) 10,000 1.12 10 yr 0
Mr. Solomon(3) 10,000 1.12 10 yr 0
Mr. Vondra 10,000 1.12 10 yr 0
Mr. Marquis 10,000 1.12 10 yr 0
__________________
(1) Larry Provost retired from the Board in February, 2000.
(2) Lester Cohen retired from the Board in May, 1999.
(3) Michael Solomom retired from the Board in May, 1999.
EXECUTIVE COMPENSATION
The primary objectives of the Company's executive compensation
structure are to maintain executive compensation at competitive levels
to retain qualified personnel and to reward individuals for their
respective contributions to the Company's success. Bonuses may be
granted in order to reward and acknowledge employees for, among other
things, individual initiative and achievement. A number of factors are
considered in determining compensation of executives, such as
historical financial results, anticipated revenues and earnings for
<PAGE> 7
the next fiscal year, individual contributions to, and length of
service with, the Company, compensation levels at other companies
(both within and outside the Company's industry), and equity and
fairness within the top levels of management. Decisions on executive
officer compensation are, however, primarily subjective. No
predetermined weight is generally assigned to any of the factors
mentioned above. A guideline in determining bonus compensation for
division presidents and other designated executive officers has
historically been the achievement of budgeted sales and earnings
levels, but no other specific corporate performance related targets
are otherwise used and the achievement of such goals is not, in all
cases, determinative of whether an executive officer will receive
bonus compensation or the amount of such compensation.
Summary Compensation Table
Name and Principle All Other Compensation
Position Year Salary Pecuniary Shares
- ------------------- ---- ------ ----------------------
Larry Provost* 1999 $78,000(3) 50,000(4)
Chairman, Secretary 1998 $52,000(3) $18,000(1) 20,000(4)
Treasurer and Chief 1997 $18,000 196,350 (2)
Financial Officer
Paul Sloan 1999 $78,000(3) 50,000(4)
President, Chief 1998 $60,000(5) 20,000(4)
Executive Officer 1997 $60,000(6)
and Director
Lester Cohen** 1999 10,000(4)
VP Marketing, 1998 10,000(4)
Director
Michael Solomon*** 1999 10,000(4)
Senior VP 1998 10,000(4)
Director
Jim Vondra 1999 10,000(4)
Director 1998 10,000(4)
Kim Adolphe 1999 $123,000(8) 2,000,000(9)
Director, and President 1998 70,000(8)
of Subsidiary 1997 37,650(8)
James Marquis 1999 10,000(4)
_______________
* Retired from all positions in February, 2000.
** Retired from all positions in May, 1999.
*** Retired in May, 1999.
(1) Mr. Provost received a $18,000 stipend to cover the costs of
maintaining an office.
(2) Mr. Provost received an aggregate of 196,350 shares as part of
total compensation during fiscal year 1997.
(3) Mr. Provost and Mr. Sloan received $0 as of December 31, 1999. This
amount is accrued and payable by the Company.
(4) Shares in stock option plan (unexercised).
(5) Mr. Sloan has received $25,000 as of December 31, 1998. The balance
of $35,000 is accrued and payable by the Company.
(6) Mr. Sloan has received $40,000 as of December 31, 1997. The balance
of $20,000 is accrued and payable by the Company.
(7) This represents one month's salary.
<PAGE> 8
(8) Salary and auto expenses received from Subsidiary. This is consolidated
and carried back two years, even though the Subsidiary was only
purchased in September, 1999.
(9) Shares received as compensation for the purchase of Gemini. The
original sale price was 20,000,000 shares, which were subject to
the 1 for 10 reverse split in November, 1999,
In addition, the Company may award stock options to key employees,
members of management, directors and consultants under stock option
programs as bonuses based on service and performance.
CERTAIN TRANSACTIONS AND RELATED TRANSACTIONS
Except as described below or under "Compensation of Directors" and
"Executive Compensation" the Company has not engaged in transactions
required to be disclosed with individuals who were officers,
directors, principal stockholders or affiliates thereof.
Mr. Sloan provided office and work space during 1998 to the Company in
owned properties at 2527 Montery St, Sarasota FL and 4266 Higel
Avenue, Sarasota FL. The total amount paid was $11, 513.
COMPLIANCE WITH SECTION 16(a)
Management believes all reports required by this section have been
filed by Directors, Officers and Beneficial Owners.
PROPOSAL FOUR - SHAREHOLDER APPROVAL OF OPTIONS GRANTED UNDER THE 1998
STOCK OPTION PLAN
The 1998 Stock Option Plan was approved by the Board of Directors of
the Company on April 10, 1998, and ratified by the Shareholders on May
16, 1998.
The purpose of the 1998 Stock Option Plan is to attract and retain and
provide additional incentive to selected employees, officers,
directors, agents, consultants and independent contractors of the
Company, or of any parent or subsidiary of the Company. Each option
granted pursuant to the 1998 Stock Option Plan is required to be
designated at the time of grant as either an "incentive stock option"
or as a "non-qualified stock option." The following description of the
1998 Stock Option Plan is qualified in its entirety by reference to
the 1998 Stock Option Plan itself.
Administration of the Plan
The 1998 Stock Option Plan is administered under the direction of the
Board of Directors of the Company by the committee appointed by the
Board, which consists of the President and Secretary/Treasurer of the
Company, which determines who among those eligible will be granted
options, the time or times at which options will be granted, the
number of shares to be subject to options, the durations of options,
any conditions to the exercise of options and the manner in and price
at which options may be exercised. The Board is authorized to amend,
suspend or terminate the 1998 Stock Option Plan, except that it is not
authorized without stockholder approval (except with regard to
adjustments resulting from changes in capitalization) to (i) increase
the maximum number of shares that may be issued pursuant to the
exercise of options granted under the 1998 Stock Option Plan; (ii)
permit the grant of a stock option under the 1998 Stock Option Plan
with an option price less than 85% of the fair market value of the
shares at the time such option is granted (or 11O% for greater than
1O% stockholders); (iii) change the eligibility requirements for
participation in the 1998 Stock Option Plan; (iv) extend the term of
any option or the period during which any option may be granted under
the 1998 Stock Option Plan; or (v) decrease an option exercise price
(although an option may be canceled and a new option granted at a
lower exercise price).
<PAGE> 9
Shares Subject to the Plan
The 1998 Stock Option Plan provides that options may be granted with
respect to a total of 500,000 shares of Common Stock, subject to
adjustment upon certain changes in capitalization without receipt of
consideration by the Company. In addition, if the Company is involved
in a merger, consolidation, dissolution or liquidation, the options
granted under the 1998 Stock Option Plan will be adjusted or, under
certain conditions, will terminate, subject to the right of the option
holder to exercise his option or a comparable option substituted at
the discretion of the Company prior to such event. If any option
expires or terminates for any reason, without having been exercised in
full, the unpurchased shares subject to such option will be available
again for the purposes of the 1998 Stock Option plan.
Participation
Any employee, officer, director, agent, consultant or independent
contractor of the Company is eligible to receive incentive stock
options or non-qualified stock options granted under the 1998 Stock
Option Plan.
Option Price
The exercise price of each option will be determined by the Board (or
any committee appointed by the Board), but incentive stock options may
not be priced less than 85% of the fair market value of the shares of
Common Stock covered by the option on the date the option is granted.
If an incentive stock option is to be granted to an employee who owns
over 10% of the total combined voting power of all classes of the
Company's stock, then the exercise price may not be less than 110% of
the fair market value of the Common Stock covered by the option on the
date the option is granted.
Terms of Options
The Board (or any committee appointed by the Board), in its
discretion, establishes the term of each option, provided that the
maximum term of each option is 1O years. Options granted to an
employee who owns over 1O% of the total combined voting power of all
classes of stock of the Company expires not more than five years after
the date of grant. The 1998 Stock Option Plan provides for the
earlier expiration of options of a participant in the event of certain
terminations of employment.
Options Grants
As of the date hereof, the following options to purchase a total of
320,000 shares of Common Stock have been granted pursuant to the 1998
Stock Option Plan:
Issue Exercise Amount
Name Amount Date Price Term Exercised
- ---- ------ ----- ------ ---- ---------
Mr. Provost* 20,000 5/15/98 $0.32 5 yr 0
50,000 2/24/99 1.44 5 yr 0
Mr. Sloan 20,000 5/15/98 $0.32 5 yr 0
50,000 2/24/99 1.44 5 yr 0
35,000 5/13/00 2.00 5 yr 0
Mr. Cohen* 10,000 5/15/98 $0.25 10 yr 0
10,000 2/24/99 1.12 10 yr 0
Mr. Solomon* 10,000 5/15/98 $0.25 10 yr 0
10,000 2/24/99 1.12 10 yr 0
Mr. Vondra 10,000 5/15/98 $0.25 10 yr 0
10,000 2/24/99 1.12 10 yr 0
10,000 5/13/00 2.00 10 yr 0
<PAGE> 10
Issue Exercise Amount
Name Amount Date Price Term Exercised
- ---- ------ ----- ------ ---- ---------
Mrs. Adolphe 25,000 5/13/00 2.00 5 yr 0
Mr. Finch 10,000 5/13/00 2.00 10 yr 0
Mr. Marquis 10,000 5/13/00 2.00 10 yr 0
Ms. Meer 10,000 5/13/00 2.00 10 yr 0
_____
* Retired
Options to purchase an aggregate of 20,000 shares were also issued in
1998 to consultants. The Company currently intends to grant options to
purchase 10,000 shares of Common Stock ("Shares") to each of the board
members, and a further 25,000 Shares to Paul Sloan, 15,000 Shares to Kim
Adolphe and 10,000 Shares to Melanie Meer, as executive compensation, all
share options to be issued after the 2000 Annual Meeting.
Approval and Termination
The 1998 Stock Option Plan was approved by the Board of Directors of
the Company on April 10, 1998 and the Shareholders on May 16, 1998
and, unless sooner terminated by the Board of Directors (or any
committee appointed by the Board), will terminate on April 10, 2008.
Accordingly, the Board of Directors will offer the following
resolution at the Annual Meeting:
RESOLVED, that the shares listed above as Option Grants under the 1998
Stock Option Plan are ratified and approved.
The affirmative vote of at least a majority of the shares represented
and voting at the Annual Meeting at which a quorum is present (which
shares voting affirmatively also constitute at least a majority of the
required quorum) is necessary for approval of Proposal No. 4.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL
NUMBER FOUR.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 2000 Annual
Meeting of Stockholders must be received by the Company by December
31, 1999 in order to be considered for inclusion in the Company's
proxy statement and any form of proxy relating to that meeting.
SOLICITATION OF PROXIES
The Company will bear the cost of the solicitation of proxies
for the Meeting, including the cost of preparing, assembling and
mailing proxy materials, the handling and tabulation of proxies
received and charges of brokerage and other institutions, nominees
and fiduciaries in forwarding such materials to beneficial owners.
The solicitation may be made in person or by telephone or
telegraph by directors, officers and regular employees of the
Company, or by a professional proxy solicitation organization
engaged by the Company.
<PAGE> 11
ANNUAL REPORT ON FORM 10-KSB
The Company's audited financial statements for the year ending
December 31, 1999 and related disclosures are incorporated by
reference herein from the Company's 1999 Annual Report 10-KSB which is
available at no cost upon written or oral request from the Secretary,
and is also available from the SEC Filings link from the Company web
site at www.salientcyber.com.
By order of the Board of Directors,
/s/Melanie Meer
Secretary Date: March 28, 2000
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO
FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
<PAGE> 12
Salient Cybertech, Inc.
1715 Stickney Point Road, Suite A-12, Sarasota FL 34231
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SATURDAY MAY 13, 2000 AT 2PM
FOR HOLDERS OF RECORD AS OF MARCH 20, 2000
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of SALIENT CYBERTECH, INC. (the
"Company"), revoking all previous proxies, hereby appoints PAUL
SLOAN as the attorney and proxy of the undersigned, with full
power of substitution and resubstitution, to vote all shares of
Common Stock of the Company which the undersigned would be
entitled to vote if personally present at the Annual Meeting of
Stockholders of the Company, to be held at 2 PM. at the Hyatt Hotel,
Conference Area, 1000 Boulevard of the Arts, Sarasota FL 34236 on
May 13, 2000, and at any adjournment or postponement thereof,
provided that said proxies are authorized and directed to vote as
indicated with respect to the following matters:
Indicate your vote by marking an "X"
DIRECTORS:
Directors recommend a vote for election of the following directors:
1-Kim Adohphe
2-James Marquis
____ FOR all nominees _____ WITHHOLD all nominees
____ WITHHOLD vote for any individual nominee. Write in numbers
below:
______________________________
PROPOSALS:
PROPOSAL 2- Ratification of appointment of Stan J. H. Lee and
Company as auditors for the year ending December 31, 2000.
Directors recommend a vote "FOR" Proposal 2.
____ FOR ____ AGAINST _____ ABSTAIN
PROPOSAL 3- Election of Melanie Meer as Secretary of the
Company.
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Directors recommend a vote "FOR" Proposal 3.
____ FOR ____ AGAINST _____ ABSTAIN
PROPOSAL 4- Ratification of Options issued pursuant to the
1998 Stock Option Plan.
Directors recommend a vote "FOR" Proposal 4
____ FOR ____ AGAINST _____ ABSTAIN
Such other business as may properly come before the meeting
or any adjournment thereof.
The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting and Proxy Statement.
Signature______________________________ Date_____________________
Print Name_____________________________
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