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
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
[x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
SUNVEST RESORTS, INC.
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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.
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(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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____________________________________________________________________________
SUNVEST RESORTS, INC.
3500 NW Boca Raton Boulevard
Building 811
Boca Raton, Florida 33431
(561) 368-0032
Notice of Annual Meeting of Shareholders
DATE: June 22, 2000
TIME: 10:00 A.M. Eastern Standard Time
PLACE: US DATA AUTHORITY
3500 NW Boca Raton Boulevard
Building 806 - Network Operations Center
Boca Raton, Florida 33431
Dear Shareholder:
You are cordially invited to attend the 2000 Annual
Meeting of Shareholders (the "Annual Meeting") of SunVest
Resorts, Inc., a Florida corporation (the "Company"), which
will be held on Thursday, June 22, 2000, at 3500 NW Boca
Raton Boulevard, Building 806 - Network Operations Center,
Boca Raton, Florida 33431, commencing at 10:00 A.M.
At the Annual Meeting, we will ask you to:
(1) Elect seven (7) directors to hold office until the
next annual meeting of shareholders or until their
respective successors have been elected or
appointed.
(2) Approve Amended and Restated Articles of
Incorporation of the Company, which, among other
things, will change the Company's name to "U.S.
Data Authority, Inc.," increase the number of
authorized shares of the Company's common stock
from 25 million to 100 million and create a class
of preferred stock with 30 million shares
authorized.
(3) Approve the Company's 2000 Stock Incentive Plan.
(4) Transact such other business as may properly come
before the Annual Meeting or any adjournment
thereof.
These items are fully discussed in the following pages,
which constitute part of this Notice. Only shareholders of
record on the Company's books at the close of business on
May 30, 2000, will be entitled to vote at the Annual
Meeting. A list of shareholders entitled to vote will be
available for inspection at the Company's offices for 10
days prior to the Annual Meeting.
Whether or not you plan to attend the Annual Meeting,
the Company requests that you vote your shares as early as
possible. You may do so by marking, signing, dating and
returning the enclosed proxy card in the accompanying
postage-paid envelope. You may revoke any proxy in the
manner described in the Proxy Statement at any time prior to
its exercise at the Annual Meeting. If you attend the
Annual Meeting and prefer to vote in person, you may do so.
By Order of the Board of Directors,
By: /S/ Ronald J. Austin
Ronald J. Austin
Secretary
Boca Raton, Florida
May 31, 2000
______________________________________________________________________
SUNVEST RESORTS, INC.
3500 NW Boca Raton Boulevard
Building 811
Boca Raton, Florida 33431
(561) 368-0032
PROXY STATEMENT FOR THE
2000 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why did you send me this proxy statement?
-----------------------------------------
We sent you this proxy statement and the enclosed proxy
card because the Board of Directors of SunVest Resorts,
Inc., a Florida corporation (the "Company") is soliciting
your proxy to vote at the Annual Meeting of the Company's
shareholders on June 21, 2000, beginning at 10:00 A.M. (the
"Annual Meeting"). The Annual Meeting will be held at 3500
NW Boca Raton Boulevard, Building 806 - Network Operations
Center, Boca Raton, Florida 33431. This proxy statement
summarizes the information that you need to know to vote
intelligently at the Annual Meeting. However, you do not
need to attend the Annual Meeting to vote your shares.
Instead, you may simply complete, sign and return the
enclosed proxy card. We will begin sending this proxy
statement, the attached Notice of Annual Meeting and the
enclosed proxy card on May 31, 2000, to all shareholders
entitled to vote. Only shareholders who owned the Company's
common stock, par value $.02 per share (the "Common Stock")
at the close of business on May 30, 2000 (the "Record Date")
are entitled to vote. On the Record Date there were
25,000,000 shares of the Common Stock issued and outstanding
held by 501 shareholders of record. The Common Stock is the
Company's only class of voting stock. Presence in person or
by proxy of a majority of the shares of Common Stock
outstanding as of the Record Date is required for a quorum.
How many votes do I have?
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Each share of Common Stock that you own entitles you to
one vote. The enclosed proxy card indicates the number of
shares of Common Stock that you own.
How do I vote by proxy?
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Whether or not you plan to attend the Annual Meeting,
we urge you to complete, sign and return the enclosed proxy
card and return it to us promptly in the accompanying
envelope. Returning the proxy card will not affect your
right to attend and vote at the Annual Meeting.
If you properly complete and sign the proxy card and
send it to us in advance of the Annual Meeting, your "proxy"
(the individual named on your proxy card) will vote your
shares as you have directed. If you sign the proxy card but
do not make specific choices, your proxy will vote your
shares as recommended by the Board of Directors "FOR" all
three proposals set forth herein.
If any other matter is presented at the Annual Meeting,
your proxy will vote your shares in accordance with his best
judgment. At the time this proxy statement went to press,
we knew of no other matters to be raised at the Annual
Meeting.
May I revoke my proxy?
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If you give a proxy, you may revoke it at any time
before it is exercised. You may revoke your proxy in any of
three ways:
* You may send in another proxy with a later date.
* You may notify the Company's Secretary in writing
before the Annual Meeting that you have revoked your proxy.
* You may vote in person at the Annual Meeting.
How do I vote in person?
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If you plan to attend the Annual Meeting and vote in
person, we will give you a ballot when you arrive. However,
if your shares are held in the name of your broker, bank or
other nominee, you must bring an account statement or letter
from the nominee indicating that you are the beneficial
owner of the shares on the Record Date.
What vote is required to approve each proposal?
Proposal 1: Elect seven directors.
- -----------
The seven nominees for director who receive the highest
number of affirmative votes will be elected. So, if you
indicate "withhold authority" to vote for all or a
particular nominee on your proxy card, your vote will not
count either "for" or "against."
Proposal 2: Approve Amended and Restated Articles of Incorporation.
- ------------
The affirmative vote of a majority of the Company's
Common Stock present in person or by proxy at the Annual
Meeting will be required to approve the Amended and Restated
Articles of Incorporation.
Abstentions or "broker non-votes" will be counted as
negative votes.
Proposal 3: Approve the Company's 2000 Stock Incentive Plan.
- ------------
The affirmative vote of a majority of the Company's
Common Stock present in person or by proxy at the Annual
Meeting will be required to approve the Company's 2000 Stock
Incentive Plan.
Abstentions or "broker non-votes" will be counted as
negative votes.
Is voting confidential?
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We keep all the proxies, ballots and voting tabulations
private as a matter of practice. We let only our Inspector
of Election examine these documents. We will not disclose
your vote to management unless it is necessary to comply
with legal requirements. We will, however, forward to
management any written comments that you make, on the proxy
card or elsewhere.
BACKGROUND INFORMATION
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Since 1996, the Company has engaged in the business of
converting hotels into resort condotels. In 1998, the
Company also entered the business of converting a multi-unit
single family rental resort project into an active adult
community. The Company conducted the resort condotel
business through two wholly-owned subsidiaries, Cove
Development, Inc. ("Cove") and Colony Plaza Development,
Inc. ("Colony"), and the active adult community conversion
business through a Florida limited liability company,
Lakeshore Club Development. LC ("Lakeshore"). Since 1996,
the Company has been controlled by a group of individuals
consisting of Herbert Hirsch, Harvey Birdman, Diane Birdman,
Louis Birdman and Bonita Hirsch ("the HB Group"), which
personally guaranteed the bank debt associated with the
three conversion projects, owned approximately 80% of the
9,000,000 outstanding shares of the Common Stock and
constituted the officers and directors of the Company.
During late April 2000, the Company underwent a
fundamental transformation. Specifically:
1. On April 21, 2000, Colony merged into Cove and, on
April 25, 2000, the Company distributed the 9,000,000 shares
of the common stock of Cove and the 9,000,000 membership
Units in Lakeshore to all the shareholders pro-rata as a
special dividend.
2. On April 25, 2000, the members of the HB Group resigned
as directors and officers of the Company and elected (a) as
directors, five of the seven individuals who have been
nominated for election as directors in this Proxy Statement
and who then served as the directors of US Data Authority,
Inc. ("USDA"), a Florida corporation engaged in an Internet-
related business and (b) as officers, the then corresponding
officers of USDA.
3. On April 28, 2000, the Common Stock underwent a 3.6:1
reverse stock split, whereby the 9,000,000 shares
outstanding turned into 2,500,000 shares outstanding. As a
result, the Company's trading symbol on the OTC Bulletin
Board was changed from "SUNE" to "SUNED."
4. Effective May 1, 2000, the Company then having
essentially no assets or liabilities, USDA merged with and
into the Company, with the shareholders of USDA receiving in
the merger approximately 22,500,000 new post-reverse stock
split shares of the Common Stock, or approximately 90% of
the equity of the Company.
The Annual Report accompanying this Proxy Statement
contains information about USDA. Please read it carefully.
Although this Proxy Statement relates to the Company's 1999
fiscal year, wherever we considered it material, the
information contained in this Proxy Statement also reflects
the merger with USDA and the Company's current situation.
PROPOSAL 1: ELECTION OF DIRECTORS
Each of the current directors has been nominated for
election to the Board of Directors. If any such nominee is
unable or unwilling to serve as a nominee for the office of
director at the time of the Annual Meeting, the proxies may
be voted either (i) for a substitute nominee who shall be
designated by the proxy holder or by the present Board of
Directors to fill such vacancy or (ii) for the balance of
the nominees, leaving a vacancy. The Board of Directors has
no reason to believe that any of the following nominees will
be unwilling or unable to serve if elected as a director.
Such persons have been nominated to serve until the next
annual meeting of shareholders following the 2000 annual
meeting or until their successors, if any, are elected or
appointed.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE ELECTION OF ALL SEVEN NOMINEES FOR DIRECTOR. UNLESS
MARKED OTHERWISE, PROXIES WILL BE VOTED "FOR" THE ELECTION
OF EACH OF THE NOMINEES NAMED BELOW.
A. Information Concerning Nominees for Directors
The biography of each nominated director of the Company
follows. Except as otherwise indicated, each nominee has
been or was engaged in his present or last principal
occupation, in the same or a similar position, for more than
five years.
Name Age Position with Company and Principal
Occupation
David J.
Applebaum 41 Dr. Applebaum has served as a director
of the Company since April 25, 2000, and was
a director of USDA during March 14 - May 1,
2000. He has been a Board certified plastic
surgeon in Palm Beach County since 1991, and
a significant investor in USDA since 1999.
He is President of the Palm Beach County IPA,
an association of plastic surgeons. Dr.
Applebaum is a graduate of the University of
Texas and the Baylor College of Medicine.
Michael A.
Cutler 46 Mr. Cutler has served as a director
of the Company since April 25, 2000, and was
a director of USDA during March 14 - May 1,
2000. For the last ten years, he has been a
director of the Personal Communications
Industry Association ("PCIA"), acting in
various lobbying capacities and involved in
PCIA's FCC rule-making efforts. During 1976-
1996, Mr. Cutler served as President of
Commsite International, Inc., a
communications site management and
acquisition company. He earned a B.A. in
political science from the University of
Delaware and his JD from the Potomac Law
School in Washington, DC.
Ralph A.
Haller 52 Mr. Haller has served as a director
of the Company since May 11, 2000. He has
served as President of Fox Ridge
Communications, Inc., a telecommunications
consulting firm, since June 1996. Prior to
that time, for a period of 25 years, Mr.
Haller worked for the Federal Communication
Commission (FCC). He held several positions
within the FCC, including Chief of the FCC's
Private Radio Bureau, a position he held for
nearly nine years. During the last two years
of his tenure with the FCC, he was in charge
of developing rules for the new wireless
personal communication services. He currently
serves as president of Frequency Finder,
Inc., and serves on the Board of Directors of
the American Mobile Communications
Association, and of the Broadcast Pioneers of
the Washington area. He holds a B.S. degree
in Electrical Engineering from the University
of Kansas.
Richard J.
Lucibella 46 Mr. Lucibella has served as a director
of the Company since April 25, 2000, and was
a director of USDA during March 14 - May 1,
2000. Since 1997, he has been an investor in
CyBear, Inc., an Internet-related healthcare
company, where he served as President from
January through November 1997. From March
through September 1994, Mr. Lucibella served
as President of Coastal Physician Group, Inc.
He earned an MBA from the Wharton School of
the University of Pennsylvania, and a MPH
from Johns Hopkins University.
Raymond J.
Markman 72 Mr. Markman has served as a director of
the Company since May 11, 2000. He is a
private investor and President of Life
Planning, a company engaged in the
development and execution of financial
strategies, planning and investment for high
net worth individuals and corporations, which
he founded in 1988.
Adam M.
Reiser 37 Mr. Reiser has served as a director
of the Company since April 25, 2000. He
served as the Chief Technologist of the
Company since May 1, 2000, and served in such
capacity for USDA from January 1999 through
May 1, 2000. From September 1997 through
December 1998, he served as President and CEO
of Axxsys International, Inc., a Boca Raton-
based MIS consulting firm. From July 1994
through December 1996, he owned and managed a
private systems integration consulting firm.
Melvyn B.
Siegel 61 Mr. Siegel has served as a director
of the Company since April 25, 2000, and as
Chairman of the Board and Chief Executive
Officer of the Company since May 11, 2000.
He was a director of USDA during March 14 -
May 1, 2000. For the past five years he has
been a private investor.
B. Board Committees and Directors' Compensation
Until May 11, 2000, the Company had no standing
committees of the Board of Directors. At its May 11, 2000,
meeting, the Board of Directors created the following
standing committees: Audit, Nominating, Corporate Governance
and Compensation. Each of the committees has a written
charter that has been approved by the Board. The members of
the committees are identified in the following table.
Corporate
Director Audit Nominating Governance Compensation
-------- ----- ---------- ---------- ------------
D. Applebaum Chair
M. Cutler Chair
R. Haller v v
R. Lucibella v Chair
R. Markman Chair v
A. Reiser
M. Siegel v v v v
Due to their non-existence, the committees held no
meetings in 1999.
The Audit Committee recommends for approval by the
Board of Directors an independent firm of certified public
accountants whose duty it is to audit the financial
statements of the Company for the fiscal year in which they
are appointed. The Audit Committee monitors the activities
of the Company's internal and external auditors, including
the audit scope, the external audit fees, auditor
independence matters and the extent to which the independent
auditors may be retained to perform advisory services. The
Audit Committee also reviews the results of the internal and
external audit work to assess the adequacy and
appropriateness of the Company's financial and accounting
controls. The Audit Committee reviews changes in accounting
standards that impact the financial statements and discusses
with management major events, including legal matters and
tax audits, that may have significant financial impact or
are the subject of discussions with the independent
auditors. Except as may be otherwise provided herein, the
composition of the Audit Committee and the attributes of its
members, and the responsibilities of the Audit Committee as
reflected in its charter, are intended to be in accord with
the Securities and Exchange Commission rules and NASD
listing requirements adopted in December 1999 with regard to
corporate audit committees. Two out of the three members of
the Audit Committee are independent, as defined in Rule
4200(a)(14) of the NASD listing standards.
The Nominating Committee makes recommendations to the
Board regarding the size and composition of the Board. The
Nominating Committee establishes procedures for the
nomination process, recommends candidates for election to
the Board of Directors and nominates officers for election
by the Board. The Nominating Committee will consider
nominees proposed by the shareholders. Any shareholder who
wishes to recommend a prospective nominee for the Board of
Directors for the Nominating Committee's consideration may
do so by giving the candidate's name and qualifications in
writing to the Secretary of the Company at the address shown
on the first page of this Proxy Statement.
The Corporate Governance Committee reviews and reports
to the Board on a periodic basis with regard to matters of
corporate governance. The Corporate Governance Committee
also reviews and assesses the effectiveness of the Board's
Guidelines on Significant Corporate Governance Issues and
recommends to the Board proposed revisions thereto. In
addition, the Corporate Governance Committee makes
recommendations to the Board regarding the agenda for the
Company's annual meetings of shareholders and reviews
shareholder proposals and makes recommendations to the Board
for action on such proposals.
The Compensation Committee administers the Company's
stock option plans, including the review and grant of stock
options to officers and other employees under the Company's
stock option plans. The Compensation Committee also reviews
and approves various other Company compensation policies and
matters, and reviews and approves salaries and other matters
relating to compensation of the executive officers of the
Company. Two out of the three members of the Compensation
Committee are independent, as defined in Rule 4200(a)(14) of
the NASD listing standards. The third member, M. Siegel, is
the Chief Executive Officer of the Company who receives no
compensation from the Company.
The Board of Directors held two meetings during 1999.
Each director is expected to attend each meeting of the
Board and those committees on which he or she serves. In
addition to the meetings, the Board and its committees
review and act upon matters through written consent
procedures.
The Board of Directors has adopted Guidelines on
Significant Corporate Governance Issues ("Corporate
Governance Guidelines") and the Board's Corporate Governance
Committee is responsible for overseeing the Corporate
Governance Guidelines and reporting and making
recommendations to the Board concerning corporate governance
matters. Among other matters, the Board's Corporate
Governance Guidelines include the following:
* A majority of the members of the Board of Directors are
independent directors, as defined in the applicable rules
for NASDAQ-traded issuers. Independent directors do not
receive consulting, legal or other fees from the Company
other than Board compensation.
* Directors stand for re-election every year. Directors
may not stand for re-election after age 75.
* Members of Board committees are appointed by the Board.
* A majority of the members of the Audit, Nominating,
Compensation and Corporate Governance Committees are
independent directors.
* The Board has a process whereby the Board and its
members are subject to periodic self-evaluation and
assessment.
* The Board no less than annually reviews the Company's
strategic long-range plan, business unit initiatives,
capital projects and budget matters.
* The Board has established the position of Lead
Independent Director, which is currently held by David J.
Applebaum. Independent directors meet on a regular basis
apart from other Board members and management
representatives, and the Lead Independent Director is
responsible for setting the agenda and running these
meetings.
* Succession planning and management development are
reported periodically by the Chief Executive Officer to the
Board.
* The Board evaluates the performance of the Chief
Executive Officer and other senior management personnel at
least annually.
* Incentive compensation plans are intended to link pay
directly and objectively to measured financial goals set in
advance by the Compensation Committee.
None of the members of the Board of Directors has
received any compensation in 1999. The directors will be
eligible for participation in the Company's 2000 Stock
Incentive Plan presented for approval at the Annual Meeting.
C. Security Ownership of Certain Beneficial Owners
The following table shows the only shareholder whom we
know to be the "beneficial owner" of more than five percent
of the Common Stock as of May 30, 2000:
Name and Address Number of Shares
of Beneficial Owner of Common Stock* Percent of Class(1)
Big Sky & Associates, LLC 12,526,625 50.11%
P.O. Box 28909
Las Vegas, Nevada 89126
Melvyn B. Siegel 3,025,000(2) 12.10%
7908 Bayshore Drive
Margate, New Jersey 08402
* Information relating to beneficial ownership of the
Common Stock is based upon "beneficial ownership" concepts
set forth in rules of the SEC under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Under such rules, a person is deemed to be a
"beneficial owner" of a security if that person has or
shares "voting power," which includes the power to vote or
direct the voting of such security, or "investment power,"
which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be
a beneficial owner of any security of which that person has
the right to acquire beneficial ownership within 60 days.
Under the rules, more than one person may be deemed to be a
beneficial owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to which he
has no beneficial interest. For instance, beneficial
ownership includes spouses, minor children and other
relatives residing in the same household, and trusts,
partnerships, corporations or deferred compensation plans
which are affiliated with the principal.
(1) The percentages are based on 25,000,000 shares of
Common Stock outstanding, plus shares of Common Stock
that may be acquired by the beneficial owner within 60
days of May 30, 2000, by exercise of options and
warrants.
(2) Includes 250,000 shares owned by Mr. Siegel's wife
as to which he disclaims beneficial ownership,
2,250,000 shares held by Winspire Venture Capital, LLC,
of which Mr. Siegel is the Manager, and 290,000 shares
held by Windforms Venture Capital, LLC, of which Mr.
Siegel is the Manager.
D. Security Ownership of the Company's Officers,
Directors and Nominees
The following chart shows the number of shares of
Common Stock that each executive officer, director and
nominee for director of the Company beneficially owns, and
the total Common Stock that such persons own as a group:
Number of
Name of Beneficial Owner Shares of Percent of
Common Stock Class(1)
- ----------------------------------- ------------- ------
Dominick F. Maggio, President 1,000,000 4.00%
Ronald H. Leventhal, Executive Vice 50,000 0.20%
President
David J. Applebaum, Director 12,526,903(2) 50.11%
Michael A. Cutler, Director 500,000(3) 2.00%
Richard J. Lucibella, Director 40,000 0.20%
Adam M. Reiser, Director and Chief 250,000 1.00%
Technologist
Melvyn B. Siegel, Director, 3,025,000(4) 12.10%
Chairman of the Board and Chief
Executive Officer
All directors and named executive 17,401,903 69.61%
officers as a group (7 persons)
_______________________
* Information relating to beneficial ownership of common
stock is based upon "beneficial ownership" concepts set
forth in rules of the SEC under Section 13(d) of the
Exchange Act. Under such rules, a person is deemed to
be a "beneficial owner" of a security if that person
has or shares "voting power," which includes the power
to vote or direct the voting of such security, or
"investment power," which includes the power to dispose
of or to direct the disposition of such security. A
person is also deemed to be a beneficial owner of any
security of which that person has the right to acquire
beneficial ownership within 60 days. Under the rules,
more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be
deemed to be a beneficial owner of securities as to
which he has no beneficial interest. For instance,
beneficial ownership includes spouses, minor children
and other relatives residing in the same household, and
trusts, partnerships, corporations or deferred
compensation plans which are affiliated with the
principal.
(1) The percentages are based on 25,000,000 shares of
Common Stock outstanding.
(2) Includes 12,526,625 shares held by Big Sky
Associates, LLC, of which Mr. Applebaum is the Manager.
(3) Includes 135,000 shares held by Data Investment,
LLC, of which Mr. Cutler is the Manager.
(4) Includes 250,000 shares owned by Mr. Siegel's wife
as to which he disclaims beneficial ownership,
2,250,000 shares held by Winspire Venture Capital, LLC,
of which Mr. Siegel is the Manager, and 290,000 shares
held by Windforms Venture Capital, LLC, of which Mr.
Siegel is the Manager.
E. Executive Compensation
No executive officer received any compensation during 1999.
The following table sets forth the compensation to be
paid in 2000 to the executive officers of the Company
pursuant to contractual arrangements entered into by USDA
and succeeded to by the Company by operation of the Merger.
Annual Compensation
Other Annual
Name and Principal Year Salary Bonus ($) Compensation
Position (b) ($) (d) ($)
(a) (c) (e)
Melvyn B. Siegel 2000 --- --- ---
Chairman/Chief
Executive Officer
Dominick F. Maggio 2000 104,167 * ---
President
Ronald H. Leventhal 2000 153,846 * ---
Executive Vice President
* The bonus to which the executive officer may be entitled
for 2000 is not calculable as of the date of this Proxy
Statement.
Long Term Compensation
Securi-
Re- ties and All Other
stricted Underlying LTIP Compen-
Name and Principal Stock Options Pay- sation
Position Year Awards /SARs outs
(a) (f) (g) (h) (i)
Melvyn B. Siegel 2000 --- --- --- ---
Chief Executive Officer
Dominick F. Maggio 2000 --- --- --- ---
President
Ronald H. Leventhal 2000 --- 1,100,000 --- ---
Executive Vice President (1)
(1) Pursuant to his employment arrangement with USDA, to
which the Company succeeded by operation of the Merger, Mr.
Leventhal was granted an option to purchase 24.444 shares of
the common stock of USDA at $1,800 per share. At the 4500:1
conversion ration applicable in the Merger, his option was
converted to 1,100,000 post-reverse split shares of the
Company Common Stock, exercisable at $.40 per share. The
terms of his option call for the vesting schedule of:
300,000 shares on October 10, 2000, 400,000 shares on
October 10, 2001 and 400,000 shares on October 10, 2002, and
an exercise period of twelve months after each relevant
vesting date.
F. Aggregated Option Exercises in Last Fiscal Year
and FY-end Option Values
The Company had no currently exercisable options or
warrants during fiscal year 1999.
PROPOSAL 2: APPROVAL OF AMENDED AND RESTATED ARTICLES OF
INCORPORATION.
A. Introduction
The Company's Articles of Incorporation currently
authorizes the issuance of twenty-five million (25,000,000)
shares of Common Stock, with a par value $.02 per share. As
a result of the Merger, the Company currently has all of the
25,000,000 shares of Common Stock issued and outstanding and
has no shares remaining available for other purposes. As
discussed below, one of the corporate purposes for making
additional shares of capital stock available is to raise
equity capital. Market conditions often dictate that such
equity capital, particularly raised in a private placement,
be in the form of preferred stock. Finally, the current
business of the Company consists in its entirety of
providing Internet services, which is the business formerly
conducted by USDA.
Accordingly, on May 11, 2000, the Board of Directors
adopted resolutions setting forth, among other things (i)
the proposed amendments to the Company's Articles of
Incorporation; and (ii) a call for submission of the Amended
and Restated Articles of Incorporation for approval by the
Company's shareholders at the Annual Meeting.
The following is the text of Articles I and III of the
Amended and Restated Articles of Incorporation of the
Company, as proposed:
ARTICLE I - NAME.
The name of the Corporation shall be US
DATA AUTHORITY, INC., and its principal
place of business shall be 3500 NW Boca
Raton Boulevard, Building 811, Boca Raton,
Florida 33431.
.
.
.
ARTICLE III - CAPITAL STOCK.
A. AUTHORIZED SHARES. The total
number of shares of all classes of capital
stock which the Corporation shall have
authority to issue is 130,000,000,
consisting of 100,000,000 shares of common
stock, par value $0.02 per share (the
"Common Stock") and 30,000,000 shares of
preferred stock, par value $1.00 per share
(the "Preferred Stock"). The shares may be
issued from time to time as authorized by
the Board of Directors of the Corporation
without further approval of the shareholders
except as otherwise provided herein or to
the extent that such approval is required by
statute, rule or regulation.
B. COMMON STOCK. Except as
otherwise provided by statute or Preferred
Stock Designations (as defined below), the
holders of the Common Stock shall
exclusively possess all voting power. Each
holder of shares of Common Stock shall be
entitled to one vote for each share held of
record by such holder as to each matter
submitted to shareholders for approval.
There shall be no cumulative voting rights
in the election of directors of the
Corporation.
C. PREFERRED STOCK. The shares of
Preferred Stock may be issued from time to
time in one or more series as may be
established by the Board of Directors of the
Corporation. The Board of Directors is
hereby expressly authorized to fix and
determine by resolution(s) the number of
shares of each series of Preferred Stock and
the designation thereof, any voting and
other powers, preferences and relative
participating, optional or special rights,
including the number of votes, if any, per
share and such qualifications, limitations
or restrictions on any such powers,
preferences and rights as shall be stated in
the resolution(s) providing for the issue of
the series (a "Preferred Stock
Designation") and as may be permitted by the
Act. The number of authorized shares of
Preferred Stock may be increased or
decreased (but not below the number of
shares of such class or series then
outstanding) by the affirmative vote of
holders of a majority of the voting power of
the then outstanding shares of capital
stock, voting together as a single class,
without a separate vote of the holders of
the Preferred Stock, or any series thereof,
unless the vote of such holders if required
pursuant to any Preferred Stock Designation.
B. Purpose and Effect of the Proposed Amendment and Restatement
With respect to the change in the Company's name, the
Board of Directors believes that the name under which the
Company's current Internet services provider business had
been conducted prior to the Merger will allow for closer
identification between such businesses and the company
conducting it in the minds of customers, suppliers and
strategic partners. Accordingly, it is highly desirable to
change the Company's name to US Data Authority, Inc. In
fact, after the name change is approved by the shareholders
and becomes effective upon filing of the Amended and
Restated Articles of Incorporation with the Florida
Department of State, the Company will apply for a change of
its OTC Bulletin Board trading symbol from "SUNED" to
"USDA."
With respect to the increase in the number of
authorized shares of the Common Stock, the Board of
Directors believes that the availability of additional
authorized but unissued shares will provide the Company with
the flexibility to issue Common Stock for a variety of
corporate purposes, such as to effect future stock splits
and stock dividends, to make acquisitions through the use of
stock, to raise equity capital, to adopt additional stock
options or other employee benefit plans or to reserve
additional shares for issuance under such plans and under
plans of acquired companies. The Board of Directors
believes that the proposed increase in authorized Common
Stock will make sufficient shares available for use pursuant
to the purposes described herein.
With respect to the authorization to issue preferred
stock, the Board of Directors believes that the availability
of authorized but unissued preferred stock will provide the
Company with the flexibility to raise equity capital under
circumstances where the investors desire a liquidation
preference, a stated dividend rate or other preferential
rights not available with respect to the Common Stock.
Allowing for the terms of any series of such preferred stock
to be determined by the Board of Directors will give the
Company the flexibility to tailor such terms to the
particular market circumstances and relative bargaining
positions of the Company and the investors.
It is emphasized that, other than as may be permitted
or required under the outstanding stock options, the Board
of Directors has no immediate plans, understanding,
agreements or commitments to issue additional Common Stock
or any preferred stock for any purpose. No additional
action or authorization by the Company's shareholders would
be necessary prior to the issuance of such shares, unless
required by applicable law or the rules of any stock
exchange or national securities association trading system
on which the Common Stock is then listed or quoted. The
Company reserves the right to seek a further increase in
authorized shares from time to time in the future as
considered appropriate by the Board of Directors.
Under the Company's Amended and Restated Articles of
Incorporation, the Company's shareholders do not have
preemptive rights with respect to the Common Stock. Thus,
should the Board of Directors elect to issue additional
shares of common stock, existing shareholders would not have
any preferential rights to purchase such shares. In
addition, if the Board of Directors elects to issue
additional shares of Common Stock or shares of preferred
stock convertible into Common Stock, such issuance could
have a dilutive effect on the earnings per share, voting
power and shareholdings of current shareholders.
The proposed amendment to increase the authorized
number of shares of Common Stock could, under certain
circumstances, have an anti-takeover effect, although this
is not the intention of this proposal. For example, in the
event of a hostile attempt to take over control of the
Company, it may be possible for the Company to endeavor to
impede the attempt by issuing shares of Common Stock,
thereby diluting the voting power of the other outstanding
shares and increasing the potential cost to acquire control
of the Company. The proposed amendment, therefore, may have
the effect of discouraging unsolicited takeover attempts,
thereby potentially limiting the opportunity for the
Company's shareholders to dispose of their shares at the
higher price generally available in takeover attempts or
that may be available under a merger proposal. The proposed
amendment may have the effect of permitting the Company's
current management, including the current Board of
Directors, to retain its position and place it in a better
position to resist changes that shareholders may wish to
make if they are dissatisfied with the conduct of the
Company's business. However, the Board of Directors is not
aware of any attempt to take control of the Company, and the
Board of Directors has not presented this proposal with the
intent that it be utilized as a type of anti-takeover
device.
If the proposed amendment is adopted, it will become
effective upon filing the Amended and Restated Articles of
Incorporation, together with a certificate, with the Florida
Department of State.
C. Vote Necessary to Approve the Proposal
The affirmative vote of the holders of a majority of
the outstanding shares of the Common Stock entitled to vote
at the Annual Meeting, assuming a quorum is present, is
necessary for approval of this proposal. Therefore,
abstentions and broker non-votes (which may occur if a
beneficial owner of stock whose shares are held in a
brokerage or bank account fails to provide the broker or the
bank with voting instructions as to such shares) effectively
count as votes against this proposal.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
PROPOSAL TO APPROVE THE COMPANY'S AMENDED AND RESTATED
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK FROM TWENTY-FIVE MILLION
(25,000,000) TO ONE HUNDRED MILLION (100,000,000) AND TO
AUTHORIZE THIRTY MILLION (30,000,000) SHARES OF PREFERRED
STOCK. UNLESS A CONTRARY CHOICE IS SPECIFIED, PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR
APPROVAL OF THIS PROPOSAL.
PROPOSAL 3: APPROVAL OF THE COMPANY'S 2000 STOCK INCENTIVE PLAN
The Board of Directors believes that persons whose
efforts are intended to and could enhance the financial
condition of the Company should be given an incentive to
exert their best efforts in this regard. Experience has
shown, the Board of Directors believes, that an incentive in
the form of stock of the Company is most likely to motivate
the recipient to work towards enhancing the long-term value
of the Company, as reflected in the market value of its
stock, rather than towards short-term gains, and thus better
to align his/her interests with those of the Company's
shareholders.
Accordingly, in its meeting on May 11, 2000, the Board
of Directors adopted resolutions setting forth, among other
things, (i) the text of the Company's 2000 Stock Incentive
Plan; (ii) the reasons for such plan; and (iii) a call for
the submission of such plan for approval by the Company's
shareholders at the Annual Meeting.
The Company's 2000 Stock Incentive Plan (the "Stock
Incentive Plan") grants the Board of Directors the authority
(which it may delegate to the Compensation Committee of the
Board of Directors) to grant incentive awards based on the
Common Stock. The classes of persons who will be eligible
to participate in the Stock Incentive Plan are: (i)
executive officer employees, (ii) non-executive officer
employees, (iii) directors and (iv) consultants and
advisors. The number of persons in each class and the basis
for their participation are not determinable at this time.
These awards may be in the form of stock options (both
incentive and non-statutory), restricted stock grants (both
of shares of the Common Stock and securities convertible
into Common Stock) or stock appreciation right. No grants
may be made under the Plan after the expiration of the tenth
(10th) anniversary of the approval of the Plan by the
shareholders. The total amount of shares of the Common
Stock that would be available under the Plan is 2,000,000,
or approximately 7.41% of the total number of shares
outstanding on a fully diluted basis.
A copy of the Plan is attached as Exhibit A to this
Proxy Statement.
The affirmative vote of the holders of a majority of
the outstanding shares of the Common Stock entitled to vote
at the Annual Meeting, assuming a quorum is present, is
necessary for approval of this proposal. Therefore,
abstentions and broker non-votes (which may occur if a
beneficial owner of stock whose shares are held in a
brokerage or bank account fails to provide the broker or the
bank with voting instructions as to such shares) effectively
count as votes against this proposal.
Recommendation of the Board
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
APPROVAL OF THE COMPANY'S 2000 STOCK INCENTIVE PLAN. UNLESS
A CONTRARY CHOICE IS SPECIFIED, PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE VOTED FOR APPROVAL OF THIS
PROPOSAL.
OTHER MATTERS
Compliance with Section 16(a) Reporting Requirements
- ----------------------------------------------------
Prior to January 21, 2000, i.e. throughout 1999, the
Company's Common Stock was not registered under the Exchange
Act. As a result, Section 16(a) of the Exchange Act and
related regulations did not require the Company's executive
officers and directors, and certain persons who own more
than 10% of the Common Stock, to file reports of their
holdings and transactions in the Common Stock with the SEC.
Independent Public Accountants
- ------------------------------
Hixon, Marin, Powell & De Sanctis, P.A., served as the
Company's independent accounting firm for the year ended
December 31, 1999, and have been selected to serve as the
Company's independent accounting firm for the current fiscal
year. Representatives of Hixon, Marin, Powell & De Sanctis,
P.A., are not expected to be present at the Annual Meeting.
2000 Shareholder Proposals or Nominations
- -----------------------------------------
From time to time shareholders of the Company submit
proposals that they believe should be voted upon at the
annual meeting or nominate persons for election to the Board
of Directors. Pursuant to Rule 14a-8 under the Exchange
Act, some shareholder proposals may be eligible for
inclusion in the Company's 2001 proxy statement. Any such
shareholder proposals must be submitted in writing to the
Secretary of the Company no later than December 13, 2000.
Shareholders interested in submitting such a proposal are
advised to contact knowledgeable counsel with regard to the
detailed requirements of applicable securities laws. The
submission of a shareholder proposal does not guarantee that
it will be included in the Company's proxy statement.
Alternatively, under the Company's Bylaws, a proposal
or a nomination that the shareholder does not seek to
include in the Company's proxy statement pursuant to Rule
14a-8 may be submitted in writing to the Secretary of the
Company for the 2001 annual meeting of shareholders not less
than 30 days prior to the date of the 2001 annual meeting.
If the date of the announcement of the date of the 2001
annual meeting is less than 40 days before the date of such
annual meeting, the shareholder must submit any such
proposal or nomination no later than the close of business
on the 10th day following the day on which public
announcement of the date of such meeting is first made. The
shareholder's submission must include certain specified
information concerning the proposal or nominee, as the case
may be, and information as to the shareholder's ownership of
Common Stock of the Company. If you would like a copy of
the Company's Bylaws, the Company will send you one without
charge at your request. Proposals or nominations not
meeting these requirements will not be entertained at the
annual meeting. If the shareholder does not also comply
with the requirements of Rule 14a-4(c)(2) under the Exchange
Act, the Company may exercise discretionary voting authority
under proxies it solicits to vote in accordance with its
best judgment on any such proposal or nomination submitted
by a shareholder. Shareholders should contact the Secretary
of the Company in writing to make any submission or to
obtain additional information as to the proper form and
content of submissions.
Financial Statements
- --------------------
The Company's financial statements for the year ended
December 31, 1999, as well as the unaudited financial
statements of the Company as of April 30, 2000, and a
balance sheet of the Company as of May 1, 2000, reflecting
the merger with USDA, are included in the Company's 1999
Annual Report to Shareholders. Copies of the annual report
are being sent to the Company's shareholders concurrently
with the mailing of this Proxy Statement.
Other Matters Before the Annual Meeting
- ---------------------------------------
As of the date hereof, there are no other matters that
the Board of Directors intends to present, or has reason to
believe others will present, at the Annual Meeting. If
other matters come before the Annual Meeting, the persons
named in the accompanying form of proxy will vote in
accordance with their best judgment with respect to such
matters.
Proxy Solicitation
The expense of solicitation of proxies will be borne by
the Company. Proxies will be solicited by the Company
though its directors, officers and other employees, who will
receive no compensation. These persons may solicit proxies
personally or by written communication, telephone or other
electronic means. The Company is required to request
brokers and nominees who hold stock in their name to furnish
the Company's proxy material to beneficial owners of the
stock and will reimburse such brokers and nominees for their
reasonable out-of-pocket expenses in so doing.
BY ORDER OF
THE BOARD OF DIRECTORS
By: /S/Ronald J. Austin
__________________________________
Ronald J. Austin
Secretary
___________________________________________________________________________
EXHIBIT "A"
SUNVEST RESORTS, INC.
2000 STOCK INCENTIVE PLAN
1. PURPOSE The purpose of this 2000 Stock
Incentive Plan (the "Plan") of SunVest Resorts, Inc., a
Florida corporation (the "Company"), is to advance the
interests of the Company's shareholders by enhancing the
Company's ability to attract, retain and motivate persons
who make (or are expected to make) important contributions
to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and
thereby better aligning the interests of such persons with
those of the Company's shareholders. Except where the
context otherwise requires, the term "Company" shall include
any of the Company's present or future subsidiary
corporations, as defined in Section 424(f) of the Internal
Revenue Code of 1986, as amended, and any regulations
promulgated thereunder (the "Code").
2. ELIGIBILITY
All of the Company's employees, officers, directors,
consultants and advisors (and any individuals who have
accepted an offer for employment) are eligible to be granted
options, restricted stock awards, or other stock-based
awards (each, an "Award") under the Plan. Each person who
has been granted an Award under the Plan shall be deemed a
"Participant".
3. ADMINISTRATION, DELEGATION
(a) Administration by Board of Directors.
------------------------------------
The Plan will be administered by the Board of
Directors of the Company (the "Board"). The Board shall have
authority to grant Awards and to adopt, amend and repeal
such administrative rules, guidelines and practices relating
to the Plan as it shall deem advisable. The Board may
correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Award in the manner and to
the extent it shall deem expedient to carry the Plan into
effect and it shall be the sole and final judge of such
expediency. All decisions by the Board shall be made in the
Board's sole discretion and shall be final and binding on
all persons having or claiming any interest in the Plan or
in any Award. No director or person acting pursuant to the
authority delegated by the Board shall be liable for any
action or determination relating to or under the Plan made
in good faith.
(b) Delegation to Compensation Committee.
------------------------------------
To the extent permitted by applicable law,
the Board may delegate to the Compensation Committee of the
Board the power to make Awards and exercise such other
powers under the Plan as the Board may determine. All
references in the Plan to the "Board" shall mean the Board
or the Compensation Committee of the Board to the extent
that the Board's powers or authority under the Plan have
been delegated to such Committee.
4. STOCK AVAILABLE FOR AWARDS
(a) Number of Shares.
----------------
Subject to adjustment under Section 8, Awards
may be made under the Plan for up to 2,000,000 shares of
common stock, $0.02 par value per share, of the Company (the
"Common Stock"). If any Award expires or is terminated,
surrendered or canceled without having been fully exercised
or is forfeited in whole or in part or results in any Common
Stock not being issued, the unused Common Stock covered by
such Award shall again be available for the grant of Awards
under the Plan, subject, however, in the case of Incentive
Stock Options (as hereinafter defined), to any limitation
required under the Code. Shares issued under the Plan may
consist in whole or in part of authorized but unissued
shares or treasury shares.
(b) Per-Participant Limit.
---------------------
The maximum number of shares of Common Stock
with respect to which an Award may be granted to any
Participant under the Plan in any calendar year shall be
limited as provided in Section 162(m) of the Code.
5. STOCK OPTIONS
(a) General.
-------
The Board may grant options to purchase
Common Stock (each, an "Option") and determine the number of
shares of Common Stock to be covered by each Option, the
exercise price of each Option and the conditions and
limitations applicable to the exercise of each Option,
including conditions relating to applicable federal or state
securities laws, as it considers necessary or advisable. An
Option which is not intended to be an Incentive Stock Option
(as hereinafter defined) shall be designated a "Nonstatutory
Stock Option".
(b) Incentive Stock Options.
-----------------------
An Option that the Board intends to be an
"incentive stock option" as defined in Section 422 of the
Code (an "Incentive Stock Option") shall only be granted to
employees of the Company and shall be subject to and shall
be construed consistently with the requirements of Section
422 of the Code. The Company shall have no liability to a
Participant, or any other party, if an Option (or any part
thereof) which is intended to be an Incentive Stock Option
is not an Incentive Stock Option.
(c) Exercise Price.
--------------
The Board shall establish the exercise price
at the time each Option is granted and specify it in the
applicable option agreement.
(d) Duration of Options.
-------------------
Each Option shall be exercisable at such
times and subject to such terms and conditions as the Board
may specify in the applicable option agreement.
(e) Exercise of Option.
------------------
Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper
person or by any other form of notice (including electronic
notice) approved by the Board together with payment in full
as specified in Section 5(f) for the number of shares for
which the Option is exercised.
(f) Payment Upon Exercise.
---------------------
Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as
follows:
(1) in cash or by check, payable to the
order of the Company;
(2) except as the Board may, in its sole
discretion, otherwise provide in an option agreement, by (i)
delivery of an irrevocable and unconditional undertaking by
a creditworthy broker to deliver promptly to the Company
sufficient funds to pay the exercise price or (ii) delivery
by the Participant to the Company of a copy of irrevocable
and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient
to pay the exercise price;
(3) by delivery of shares of Common Stock
owned by the Participant valued at their fair market value
as determined by (or in a manner approved by) the Board in
good faith ("Fair Market Value"), which Common Stock was
owned by the Participant at least six months prior to such
delivery;
(4) to the extent permitted by the Board,
in its sole discretion by (i) delivery of a promissory note
of the Participant to the Company on terms determined by the
Board, or (ii) payment of such other lawful consideration as
the Board may determine; or
(5) by any combination of the above
permitted forms of payment.
6. RESTRICTED STOCK
(a) Grants.
------
The Board may grant Awards entitling
recipients to acquire shares of Common Stock, subject to the
right of the Company to repurchase all or part of such
shares at their issue price or other stated or formula price
(or to require forfeiture of such shares if issued at no
cost) from the recipient in the event that conditions
specified by the Board in the applicable Award are not
satisfied prior to the end of the applicable restriction
period or periods established by the Board for such Award
(each, a "Restricted Stock Award").
(b) Terms and Conditions.
--------------------
The Board shall determine the terms and
conditions of any such Restricted Stock Award, including the
conditions for repurchase (or forfeiture) and the issue
price, if any. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of
the Participant and, unless otherwise determined by the
Board, deposited by the Participant, together with a stock
power endorsed in blank, with the Company (or its designee).
At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no
longer subject to such restrictions to the Participant or if
the Participant has died, to the beneficiary designated, in
a manner determined by the Board, by a Participant to
receive amounts due or exercise rights of the Participant in
the event of the Participant's death (the "Designated
Beneficiary"). In the absence of an effective designation by
a Participant, Designated Beneficiary shall mean the
Participant's estate.
7. OTHER STOCK-BASED AWARDS
The Board shall have the right to grant other Awards
based upon the Common Stock having such terms and conditions
as the Board may determine, including the grant of shares
based upon certain conditions, the grant of securities
convertible into Common Stock and the grant of stock
appreciation rights.
8. ADJUSTMENTS FOR CHANGES IN COMMON STOCK AND CERTAIN
OTHER EVENTS
(a) Changes in Capitalization.
-------------------------
In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination
of shares, reclassification of shares, spin-off or other
similar change in capitalization or event, or any
distribution to holders of Common Stock other than a normal
cash dividend, (i) the number and class of securities
available under this Plan, (ii) the per-Participant limit
set forth in Section 4(b), (iii) the number and class of
securities and exercise price per share subject to each
outstanding Option, (iv) the repurchase price per share
subject to each outstanding Restricted Stock Award, and (v)
the terms of each other outstanding Award shall be
appropriately adjusted by the Company (or substituted Awards
may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or
substitution) is necessary and appropriate. If this Section
8(a) applies and Section 8(c) also applies to any event,
Section 8(c) shall be applicable to such event, and this
Section 8(a) shall not be applicable.
(b) Liquidation or Dissolution.
--------------------------
In the event of a proposed liquidation or
dissolution of the Company, the Board shall upon written
notice to the Participants provide that all then unexercised
Options will (i) become exercisable in full as of a
specified time at least 10 business days prior to the
effective date of such liquidation or dissolution and (ii)
terminate effective upon such liquidation or dissolution,
except to the extent exercised before such effective date.
The Board may specify the effect of a liquidation or
dissolution on any Restricted Stock Award or other Award
granted under the Plan at the time of the grant of such
Award.
(c) Acquisition and Change in Control Events
----------------------------------------
(1) Definitions
(a) An "Acquisition Event" shall mean:
(i) any merger or consolidation of
the Company with or into another entity as a result of which
the Common Stock is converted into or exchanged for the
right to receive cash, securities or other property; or
(ii) any exchange of shares of the
Company for cash, securities or other property pursuant to a
statutory share exchange transaction.
(b) A "Change in Control Event" shall
mean:
(i) any merger or consolidation
which results in the voting securities of the Company
outstanding immediately prior thereto representing
immediately thereafter (either by remaining outstanding or
by being converted into voting securities of the surviving
or acquiring entity) less than 50% of the combined voting
power of the voting securities of the Company or such
surviving or acquiring entity outstanding immediately after
such merger or consolidation;
(ii) the acquisition by an
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of
beneficial ownership of any capital stock of the Company if,
after such acquisition, such Person beneficially owns
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (A) the then-outstanding
shares of Common Stock of the Company (the "Outstanding
Company Common Stock") or (B) the combined voting power of
the then-outstanding voting securities of the Company
entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however,
that for purposes of this subsection (ii), the following
acquisitions shall not constitute a Change in Control Event:
(A) any acquisition directly from the Company, (B) any
acquisition by the Company, (C) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company, or (D) any acquisition by any corporation
pursuant to a transaction which results in all or
substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately
prior to such transaction beneficially own, directly or
indirectly, more than 50% of the then-outstanding shares of
common stock and the combined voting power of the then-
outstanding voting securities entitled to vote generally in
the election of directors, respectively, of the resulting or
acquiring corporation in such transaction (which shall
include, without limitation, a corporation which as a result
of such transaction owns the Company or substantially all of
the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such transaction, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, respectively;
(iii) any sale of all or
substantially all of the assets of the Company; or
(iv) the complete liquidation of the
Company.
(2) Effect on Options
(a) Acquisition Event. Upon the
occurrence of an Acquisition Event (regardless of whether
such event also constitutes a Change in Control Event), or
the execution by the Company of any agreement with respect
to an Acquisition Event (regardless of whether such event
will result in a Change in Control Event), the Board shall
provide that all outstanding Options shall be assumed, or
equivalent options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof); provided
that if such Acquisition Event also constitutes a Change in
Control Event, except to the extent specifically provided to
the contrary in the instrument evidencing any Option or any
other agreement between a Participant and the Company, such
assumed or substituted options shall be immediately
exercisable in full upon the occurrence of such Acquisition
Event. For purposes hereof, an Option shall be considered to
be assumed if, following consummation of the Acquisition
Event, the Option confers the right to purchase, for each
share of Common Stock subject to the Option immediately
prior to the consummation of the Acquisition Event, the
consideration (whether cash, securities or other property)
received as a result of the Acquisition Event by holders of
Common Stock for each share of Common Stock held immediately
prior to the consummation of the Acquisition Event (and if
holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the
outstanding shares of Common Stock); provided, however, that
if the consideration received as a result of the Acquisition
Event is not solely common stock of the acquiring or
succeeding corporation (or an affiliate thereof), the
Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received
upon the exercise of Options to consist solely of common
stock of the acquiring or succeeding corporation (or an
affiliate thereof) equivalent in fair market value to the
per share consideration received by holders of outstanding
shares of Common Stock as a result of the Acquisition Event.
Notwithstanding the foregoing, if the
acquiring or succeeding corporation (or an affiliate
thereof) does not agree to assume, or substitute for, such
Options, then the Board shall, upon written notice to the
Participants, provide that all then unexercised Options will
become exercisable in full as of a specified time prior to
the Acquisition Event and will terminate immediately prior
to the consummation of such Acquisition Event, except to the
extent exercised by the Participants before the consummation
of such Acquisition Event; provided, however, in the event
of an Acquisition Event under the terms of which holders of
Common Stock will receive upon consummation thereof a cash
payment for each share of Common Stock surrendered pursuant
to such Acquisition Event (the "Acquisition Price"), then
the Board may instead provide that all outstanding Options
shall terminate upon consummation of such Acquisition Event
and that each Participant shall receive, in exchange
therefor, a cash payment equal to the amount (if any) by
which (A) the Acquisition Price multiplied by the number of
shares of Common Stock subject to such outstanding Options
(whether or not then exercisable), exceeds (B) the aggregate
exercise price of such Options.
(b) Change in Control Event that is not
an Acquisition Event. Upon the occurrence of a Change in
Control Event that does not also constitute an Acquisition
Event, except to the extent specifically provided to the
contrary in the instrument evidencing any Option or any
other agreement between a Participant and the Company, all
Options then-outstanding shall automatically become
immediately exercisable in full.
(3) Effect on Restricted Stock Awards
(a) Acquisition Event that is not a
Change in Control Event. Upon the occurrence of an
Acquisition Event that is not a Change in Control Event, the
repurchase and other rights of the Company under each
outstanding Restricted Stock Award shall inure to the
benefit of the Company's successor and shall apply to the
cash, securities or other property which the Common Stock
was converted into or exchanged for pursuant to such
Acquisition Event in the same manner and to the same extent
as they applied to the Common Stock subject to such
Restricted Stock Award.
(b) Change in Control Event. Upon the
occurrence of a Change in Control Event (regardless of
whether such event also constitutes an Acquisition Event),
except to the extent specifically provided to the contrary
in the instrument evidencing any Restricted Stock Award or
any other agreement between a Participant and the Company,
all restrictions and conditions on all Restricted Stock
Awards then-outstanding shall automatically be deemed
terminated or satisfied.
(4) Effect on Other Awards
(a) Acquisition Event that is not a
Change in Control Event. The Board shall specify the effect
of an Acquisition Event that is not a Change in Control
Event on any other Award granted under the Plan at the time
of the grant of such Award.
(b) Change in Control Event. Upon the
occurrence of a Change in Control Event (regardless of
whether such event also constitutes an Acquisition Event),
except to the extent specifically provided to the contrary
in the instrument evidencing any other Award or any other
agreement between a Participant and the Company, all other
Awards shall become exercisable, realizable or vested in
full, or shall be free of all conditions or restrictions, as
applicable to each such Award.
9. GENERAL PROVISIONS APPLICABLE TO AWARDS
(a) Transferability of Awards.
-------------------------
Except as the Board may otherwise determine
or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person
to whom they are granted, either voluntarily or by operation
of law, except by will or the laws of descent and
distribution, and, during the life of the Participant, shall
be exercisable only by the Participant. References to a
Participant, to the extent relevant in the context, shall
include references to authorized transferees.
(b) Documentation.
-------------
Each Award shall be evidenced by a written
instrument in such form as the Board shall determine. Each
Award may contain terms and conditions in addition to those
set forth in the Plan.
(c) Board Discretion.
----------------
Except as otherwise provided by the Plan,
each Award may be made alone or in addition or in relation
to any other Award. The terms of each Award need not be
identical, and the Board need not treat Participants
uniformly.
(d) Termination of Status.
---------------------
The Board shall determine the effect on an
Award of the disability, death, retirement, authorized leave
of absence or other change in the employment or other status
of a Participant and the extent to which, and the period
during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated
Beneficiary may exercise rights under the Award.
(e) Withholding.
-----------
Each Participant shall pay to the Company, or
make provision satisfactory to the Board for payment of, any
taxes required by law to be withheld in connection with
Awards to such Participant no later than the date of the
event creating the tax liability. Except as the Board may
otherwise provide in an Award, when the Common Stock is
registered under the Exchange Act, Participants may satisfy
such tax obligations in whole or in part by delivery of
shares of Common Stock, including shares retained from the
Award creating the tax obligation, valued at their Fair
Market Value. The Company may, to the extent permitted by
law, deduct any such tax obligations from any payment of any
kind otherwise due to a Participant.
(f) Amendment of Award.
------------------
The Board may amend, modify or terminate any
outstanding Award, including but not limited to,
substituting therefor another Award of the same or a
different type, changing the date of exercise or
realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant's
consent to such action shall be required unless the Board
determines that the action, taking into account any related
action, would not materially and adversely affect the
Participant.
(g) Conditions on Delivery of Stock.
-------------------------------
The Company will not be obligated to deliver
any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan
until (i) all conditions of the Award have been met or
removed to the satisfaction of the Company, (ii) in the
opinion of the Company's counsel, all other legal matters in
connection with the issuance and delivery of such shares
have been satisfied, including any applicable securities
laws and any applicable stock exchange or stock market rules
and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements
as the Company may consider appropriate to satisfy the
requirements of any applicable laws, rules or regulations.
(h) Acceleration.
------------
The Board may at any time provide that any
Options shall become immediately exercisable in full or in
part, that any Restricted Stock Awards shall be free of
restrictions in full or in part or that any other Awards may
become exercisable in full or in part or free of some or all
restrictions or conditions, or otherwise realizable in full
or in part, as the case may be.
10. MISCELLANEOUS
(a) No Right To Employment or Other Status.
--------------------------------------
No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued
employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss
or otherwise terminate its relationship with a Participant
free from any liability or claim under the Plan, except as
expressly provided in the applicable Award.
(b) No Rights As a Shareholder.
--------------------------
Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have
any rights as a shareholder with respect to any shares of
Common Stock to be distributed with respect to an Award
until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company
effects a split of the Common Stock by means of a stock
dividend and the exercise price of and the number of shares
subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record
date for such dividend), then an optionee who exercises an
Option between the record date and the distribution date for
such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not
outstanding as of the close of business on the record date
for such stock dividend.
(c) Effective Date and Term of Plan.
-------------------------------
The Plan shall become effective on the date
as of which it is both adopted by the Board and approved by
the Company shareholders. No Awards shall be granted under
the Plan after the completion of ten years from the date the
Plan was approved by the Company's shareholders, but Awards
previously granted may extend beyond that date.
(d) Amendment of Plan.
-----------------
The Board may amend, suspend or terminate the
Plan or any portion thereof at any time.
(e) Governing Law.
-------------
The provisions of the Plan and all Awards
made hereunder shall be governed by and interpreted in
accordance with the laws of the State of Florida, without
regard to any applicable conflicts of law.
________________________________________________________________
PROXY
SUNVEST RESORTS, INC. This Proxy is Solicited on Behalf of the
Board of Directors. The undersigned
3500 NW Boca Raton hereby appoints Dominick F. Maggio, as
Boulevard Proxy with the power to appoint his
Building 811 substitute, and hereby authorizes him to
Boca Raton, Florida represent and to vote as designated
33431 below all the shares of common stock of
SunVest Resorts, Inc. held of record by
the undersigned on May 30, 2000, at the
Annual Meeting of Shareholders to be
held on June 22, 2000, or any
adjournment thereof.
1. ELECTION OF DIRECTORS (The Board of Directors
recommends a vote "FOR" all nominees listed below.)
[ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY
as marked to the contrary below) for all nominees
listed below.
David J. Applebaum
Michael A. Cutler
Ralph A. Haller
Richard J. Lucibella
Raymond J. Markman
Adam M. Reiser
Melvyn B. Siegel
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)
______________________________________________________________
2. APPROVAL OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. APPROVAL OF 2000 STOCK INCENTIVE PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN HIS DISCRETION, THE PROXY IS AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
This Proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder. If
no direction is made, this Proxy will be voted FOR the
election of all listed nominees and FOR Proposals 2 and 3.
[ ] Please check if you plan to attend the meeting.
______________________, 2000
PLEASE MARK, SIGN, DATE AND RETURN Date
THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
________________________________________
Signature
________________________________________
Signature if held jointly
(Please sign exactly as
your name appears. When
joint tenants hold
shares, both should sign.
When signing as attorney,
executor, administrator,
trustee or guardian,
please give full title as
such. If a corporation,
please sign in full
corporate name by
President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.)
