SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities and
Exchange Act of 1934
(Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] 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 Section 240.14a-11(c) or
Section 240.14a-12
NAVIDEC, INC.
(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.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
2) Aggregate number of securities to which
transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
_____________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement Number:
3) Filing party:
4) Date filed:
<PAGE>
NAVIDEC, INC.
14 Inverness Drive
Building F, Suite 116
Englewood, Colorado 80112
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ___________, 1997
To the Shareholders of NAVIDEC, Inc.:
An Annual Meeting of the shareholders of NAVIDEC, Inc. (the
"Company") will be held at ________________________ at ______
A.M. (MST) on __________________, or at any adjournment or
postponement thereof, to vote upon the election of directors, to
ratify the reappointment of auditors and to transact such other
business as may properly come before the meeting.
Details relating to this matter are set forth in the attached
Proxy Statement. All shareholders of record as of the close of
business on ______________, 1997 will be entitled to notice of,
and to vote at, such meeting or at any adjournment or
postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF
YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY. THE DELIVERY OF A
PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Ralph Armijo
President and Director
April 30, 1997
PROXY STATEMENT
NAVIDEC, INC.
c/o American Securities Transfer, Inc.
P.O. Box 1596
Denver, CO 80201-1596
(303) 234-5300
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD , 1997
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of NAVIDEC,
Inc. (the "Company"), a Colorado corporation, to be voted at an
Annual Meeting of Shareholders of the Company ("Annual Meeting")
to be held at ______ A.M. on _____________, 1997 at
______________________________ or at any adjournment or
postponement thereof. The Company anticipates that this Proxy
Statement and accompanying form of Proxy will be first mailed or
given to all shareholders of the Company on or about
_______________, 1997. The shares represented by all proxies
that are properly executed and submitted will be voted at the
meeting in accordance with the instructions indicated thereon.
Unless otherwise directed, votes will be cast FOR the proposals
presented. The vote of a majority of the shares represented at
the meeting in person or by proxy will be required to enact any
or all of the proposals.
Any shareholder giving a proxy may revoke it at any time
before it is exercised by delivering written notice of such
revocation to the Company, by substituting a new proxy executed
at a later date, or by requesting, in person, at the Annual
Meeting that the proxy be returned.
All of the expenses involved in preparing, assembling and
mailing this Proxy Statement and the material enclosed herewith
and all costs of soliciting proxies will be paid by the Company.
In addition to the solicitation by mail, proxies may be solicited
by Officers and regular employees of the Company by telephone,
telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular
salaries.
Arrangements will also be made with brokerage houses and
other custodians, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of the shares
held on record date by such persons, and the Company may
reimburse such persons for reasonable out-of-pocket expenses
incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on ______________, 1997, has been
fixed by the Board of Directors of the Company as the record date
for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting. At such date, there were
outstanding 2,804,721 shares of the Company's no par value common
stock (hereinafter referred to as the "Common Stock"), each of
which entitles the holder thereof to one vote per share on each
matter which may come before the meeting. Cumulative voting is
not permitted. The Company has no other class of voting
securities outstanding.
A majority of the issued and outstanding shares of the
Company's common stock entitled to vote, represented in person or
by proxy, constitutes a quorum at any shareholders' meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of the date of April 30,
1997, the Common Stock ownership of each person known by the
Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually, each
executive officer and all directors and executive officers of the
Company as a group. Except as otherwise indicated, each person
has sole voting and investment power, as well as record and
beneficial ownership, with respect to the shares shown. None of
the named persons hold any options, warrants or other securities
convertible into Common Stock within sixty days. As of
_____________, 1997, there were 2,804,721 shares of Common Stock
outstanding.
COMMON STOCK PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY BENEFICIAL
BENEFICIAL OWNER(1) OWNED OWNERSHIP
Ralph Armijo 831,659 30%
Patrick R. Mawhinney 146,057 5%
Harold Anderson II 76,573 3%
Andrew Davis 21,250 1%
Kevin L. Blankenship 76,573 3%
Gerald A. Marroney 0 0%
Lloyd G. Chavez, Jr. 4,250(2) 0.2%
<PAGE>
Cynthia J. Simmons 358,132 13%
84 Willowleaf Drive
Littleton, CO 80125
All directors and
executive officers as
a Group (Five Persons) 1,152,112 42%
------------------------
(1) Except as indicated herein, the address for each person is
14 Inverness Drive, Bldg. F, Suite 116, Englewood, Colorado
80112.
(2) LGC Management owns 4,250 shares of Common Stock. Mr.
Chavez is President of LGC Management and may be deemed the
beneficial owner of such shares.
MANAGEMENT
Directors and Officers
The following table sets forth the name, age and position
with the Company of each officer and director of the Company as
of the date of this Prospectus.
Period from
Name Age Position Which Served
Ralph Armijo 44 President, Chief 7/93
Executive
Officer and
Director
Andrew Davis 44 Vice President 5/96
of Sales
and Marketing and
Director
Patrick R.
Mawhinney 33 Chief Financial 7/96
Officer, Treasurer
and Director
Lloyd G.
Chavez, Jr. 46 Director 4/97
Gerald A.
Marroney 45 Director 4/97
Kevin L.
Blankenship 33 Vice President 7/96
of Interactive
Network Services
and Secretary
Harold
Anderson II 32 Vice President of 7/96
Business
Development
The Company's Board of Directors consists of five members.
All directors hold office until the next annual meeting of the
Company shareholders and their successors are elected and
qualified. The officers are elected by the Board of Directors at
the first meeting after each annual meeting of the Company
shareholders and hold office until their successors are duly
elected and qualified in accordance with the Bylaws of the
Company.
RALPH ARMIJO has served as the President, Chief Executive
Officer and a director of the Company since its inception in
1993. From 1981 to 1993, Mr. Armijo was employed by Tektronix,
Inc., a large communications company which also produced testing
and measuring equipment. Mr. Armijo's responsibilities at
Tektronix progressed from sales manager, to branch manager, to
district manager and, ultimately, to Western Regional Manager, a
position he held for five years. In that position, he was
responsible for a $100 million budget in sales, graphics,
technical support and administration, and he was responsible for
developing new distribution channels, including reseller
agreements. From 1976 to 1981, Mr. Armijo was employed by IBM
Corporation, where he sold computerized accounting and financial
applications to small and medium-sized businesses. Mr. Armijo
received his B.A. from Colorado College and his M.B.A. from the
University of California, Los Angeles.
ANDREW DAVIS has served as Vice President of Sales and
Marketing of the Company since May 1996. He became a director of
the Company in April 1997. From January 1994 to May 1996, Mr.
Davis was manager of wholesale distribution at InFocus Systems, a
manufacturer of high resolution projection systems. From
September 1982 to January 1994, Mr. Davis held various sales and
marketing positions in Tektronix, Inc. including Director of
Marketing for the Interactive Technologies Division. Mr. Davis
attended the University of Denver from 1971 to 1974 where he
studied Business Management and Marketing.
PATRICK R. MAWHINNEY served as the President of IPI from its
inception until its merger with the Company in July 1996 and
since that time has served as Chief Financial Officer, Treasurer
and a director of the Company. From May 1995 until May 1996, Mr.
Mawhinney also served as a financial/accounting consultant for
MIS\Sunguard, a provider of accounting and investment software.
Mr. Mawhinney was employed as an Assistant Vice President of The
Bank of Cherry Creek from November 1993 to May 1995; as a Vice
President of Vectra Banking Corporation from June 1989 to
November 1993; and as Operations Coordinator for Zions
Bancorporation from August 1986 to June 1989. He received his
B.S. from Colorado State University.
LLOYD G. CHAVEZ, JR. became a director of the Company in
April 1997. He has been the Director of Automotive Markets at
the Burt group of automobile dealerships in Denver, Colorado
since 1988. From 1983 to 1994, Mr. Chavez was Vice President of
Fort Dodge Laboratories, a subsidiary of American Home Products,
where he was responsible for business acquisitions, new products
and technologies, joint ventures, intellectual property
acquisitions, strategic planning, market research and sale
projections. From 1982 to 1983, Mr. Chavez was Vice President of
General Genetics Corporation, where he was responsible for
management of biological and pharmaceutical research and
development. Mr. Chavez received his B.A. in Molecular, Cellular,
Development Biology from the University of Colorado, his M.A. in
Old Testament Studies from Denver Seminary, his Ph.D. in
Microbiology and Immunology from the University of Virginia, and
was a post-doctoral Fellow in Chemistry at Cornell University.
GERALD A. MARRONEY became a director of the Company in April
1997. He has served as a State of Colorado District Court Judge
in Pueblo County, Colorado since 1990. Prior to such time he was
a practicing attorney in Pueblo, Colorado. Mr. Marroney received
his B.S. in Political Science from Southern Colorado State
College in 1973 and his J.D. from Oklahoma City University in
1976.
KEVIN L. BLANKENSHIP served as the Vice President of
Technology for IPI from May 1995 until its merger with the
Company in July 1996 and since that time has served as Vice
President of Interactive Network Services and Secretary of the
Company. Mr. Blankenship also serves on the Internet Advisory
Council of Sybase, Inc., a major manufacturer of database
systems. From January 1993 to May 1995, Mr. Blankenship served as
the Director of Client Integration and Development for ADIA
Information Technology and was employed by U.S. West
Communications as Manager of Multimedia Applied Engineering from
September 1986 to January 1993. Prior to 1989, Mr. Blankenship
held various positions of responsibility for software systems
design. Mr. Blankenship has expertise in the field of document
and information management, as well as an extensive background in
complex, heterogeneous, corporate systems and computing
architectures. Mr. Blankenship attended the University of
Colorado between 1982-1987 where he studied Electrical and
Computer Science and Computer Engineering.
HAROLD ANDERSON II served as Vice President of Business
Development for IPI from July 1995 until its merger with the
Company in July 1996 and since that time has served as Vice
President of Business Development of the Company. From September
1986 to July 1995, Mr. Anderson was employed by U.S. West Advance
Technologies and Communications, where he worked in Distributed
Technology Platform Security, served as the Technical Project
Manager, and later acted as a Product Marketing Specialist for
the U.S. West Internet Services Provider/On-line Service Project.
Mr. Anderson received his B.S. degree in Business Administration
from the University of Arizona in 1986 and a Masters degree in
Computer Information Systems from the University of Denver in
1991.
No director or executive officer of the Company is related
to any other director or executive officer. None of the Company's
officers or directors hold any directorships in any public
company. Presently the Company has no nominating, compensation or
audit committees; however the Company does plan to establish
compensation and audit committees subsequent to this offering.
Director Compensation
None of the Company's directors received any compensation
during the most recent fiscal year for serving in their position
as a director. No plans have been adopted to compensate directors
in the future; however it is likely that during fiscal 1997 the
Board of Directors will adopt an employee stock option plan which
includes provision for stock options to be issued to directors.
The Board of Directors (the "Board") currently has no
standing audit, nominating or compensation committees. The Board
intends to designate audit, nominating and compensation
committees during fiscal 1997. During fiscal 1996, the Board
held six meetings. All directors attended at least 75 percent of
these meetings.
EXECUTIVE COMPENSATION
The following table sets out the annual compensation paid to
Ralph Armijo for the last three fiscal years. No other executive
officer has received annual compensation in excess of $100,000.
Summary Compensation Table
ALL
OTHER
NAME AND ANNUAL LONG TERM COMPENSATION COMPEN-
PRINCIPAL COMPENSATION RESTRICTED STOCK SATION
POSITION YEAR SALARY($) BONUS($) AWARDS OPTIONS ($)
Ralph Armijo, 1996 $124,384 $ 0 0 0 $9,000(1)
Chief Execu- 1995 $111,444 $24,000 0 0 $9,000(1)
tive Officer 1994 $ 69,541 $ 0 0 137,660(2) 0
(1) Consists of an automobile allowance.
(2) During 1994 the Company issued stock options to Ralph Armijo
to purchase a total of 137,660 shares of Common Stock for a
total exercise price of $300. Compensation expense of
$10,000 was recorded for this grant.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES DECEMBER DECEMBER
ACQUIRED VALUE 31, 1996(#) 31, 1996($)
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($)(1) UNEXERCISABLE UNEXERCISABLE
Ralph Armijo, 804,881 $ 795,087 -- --
Chief Execu-
tive Officer
- --------------------------
(1) The aggregate exercise price of the shares acquired on
exercise was $1,745. Value realized upon exercise was
determined by the Board of Directors based upon an
independent valuation of the Company at the time the options
were exercised. No market for the Company's securities
existed at December 31, 1995.
No officer or director received any form of compensation
other than cash during 1996 and no long term incentive, bonus or
option plans were or are in place. The Board of Directors
expects to develop employee stock option plans during fiscal
1997.
The current annual salaries of the executive officers of the
Company are as follows: Ralph Armijo, President, $140,000; Andrew
Davis, Vice President of Sales and Marketing, $105,000; Patrick
Mawhinney, Chief Financial Officer, $75,000; Kevin L.
Blankenship, Vice President of Interactive Network Services,
$87,000; and Harold Anderson II, Vice President of Business
Development, $87,000. Total annual compensation for all executive
officers is $494,000.
The Board of Directors may, at its discretion, award
discretionary bonuses in the future. It is anticipated that a
compensation committee will be established during 1997. The
compensation committee will establish salaries, incentives and
other forms of compensation for directors, officers and other
employees of the Company, and establish and administer the
Company's benefit plans and recommend policies relating to such
plans.
Employment Agreements
As a condition to the merger between the Company and IPI,
the Company entered into an employment agreement with Ralph
Armijo. Such agreement will continue through June 30, 1998,
unless earlier terminated for cause and provides for annual
compensation of $140,000. Mr. Armijo also has agreed not to
compete with the Company during his employment term and for a
period of one year thereafter; however, courts sometime find
noncompetition provisions in employment contracts to be
unenforceable or restrict the duration or geographic scope of
such agreements. Accordingly, there can be no assurance that Mr.
Armijo's agreement not to compete would be enforced by a court if
challenged.
The Company entered into an employment agreement with John
R. McKowen employing Mr. McKowen as Director of Investor
Relations for an initial term of six months commencing in August
1996. The agreement was extended by its terms for 24 months
commencing on February 10, 1997. Mr. McKowen's compensation
under the agreement is $5,000 per month and Mr. McKowen is
entitled to an automobile allowance not to exceed $400 per month.
In addition, he was granted options to purchase 212,500 shares of
Common Stock at an exercise price of $4.12 per share, exercisable
no sooner than thirty months following the date of grant and no
later than sixty months from such date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In October 1993, Arthur Armijo, brother of the Company's
President, Ralph Armijo, made a $119,199 loan to the Company. The
loan was evidenced by a promissory note dated October 1, 1993
bearing interest at the rate of 5% per year. The note was paid in
full in February 1997 out of the proceeds of the Company's public
offering.
In November 1993, Arthur Armijo and Ralph Armijo each
personally guaranteed a line of credit in the amount of $200,000
extended by Vectra Bank, Denver, Colorado, to the Company. Such
line of credit and Messrs. Armijo's personal guarantees were
terminated in February 1996. No compensation was paid by the
Company for such personal guarantees. In February 1996, Arthur
Armijo and Ralph Armijo each personally guaranteed the factoring
arrangement of the Company with Colorado State Bank of Denver for
a maximum of $750,000. No compensation was paid by the Company
for such personal guarantees. The factoring arrangement was
terminated in February 1997.
On March 31, 1996, Patrick Mawhinney, a shareholder,
director and Chief Financial Officer of the Company, made a
$45,110 loan to IPI. The loan is evidenced by a promissory note
dated March 31, 1996, which provides for the accrual of interest
at a fixed rate of 10% per year and a maturity date of December
31, 1997.
In June 1996, Schneider Mawhinney & Associates, P.C.
advanced $32,500 to IPI. This advance was repayable on demand
without interest. Patrick Mawhinney's spouse is a principal of
Schneider Mawhinney & Associates. In July 1996, Mr. Mawhinney
made a loan to the Company in the amount of $30,000, evidenced by
a promissory note dated July 26, 1996 and bearing interest at the
rate of 9.75 percent per year. These loans were repaid in
February 1997 out of the proceeds of the Company's public
offering.
In July 1996, Cindy Simmons, a principal shareholder of the
Company, was issued a promissory note of the Company in the
amount of $75,000 as part of the purchase price for IPI. The
promissory note provides for monthly payments of $6,250 due on
the first day of each month beginning August 1, 1996 and maturing
on July 1, 1997.
In August 1996, Ralph Armijo made a loan to the Company in
the amount of $70,000, evidenced by a promissory note dated
August 6, 1996 and bearing interest at the rate of 9.75 percent
per year. Such note was prepaid in full in October 1996.
In January 1997, Ralph Armijo and Patrick Mawhinney
guaranteed a short term promissory note of the Company in the
amount of $70,000. This note was repaid from the resale of
equipment which was purchased with the borrowed funds. No
compensation was paid by the Company for such guarantees.
Although the foregoing transactions were determined without
arm's length negotiations and necessarily involved conflicts of
interest between the interests of the related parties and the
Company, the Company believes that all of the foregoing
transactions were entered into on terms no less favorable to the
Company than could have been obtained from independent third
parties. All future transactions by the Company with officers,
directors and 5% stockholders and their affiliates will be
entered into only if a majority of the outside directors
determine that the terms of such transactions are no less
favorable to the Company than could be obtained from unaffiliated
parties. There are currently no new proposed related party
transactions contemplated by the Company.
<PAGE>
REAPPOINTMENT OF AUDITORS
The Board of Directors has selected Hein + Associates LLP
as the independent certified public accountants to audit the
books, records and accounts of the Company for its 1997 fiscal
year, pending shareholder approval of such appointment. Hein +
Associates LLP has served as the Company's independent auditor
for periods beginning with the 1995 fiscal year and is,
therefore, familiar with the business and financial procedures of
the Company. To the knowledge of the Board of Directors, neither
this firm nor any of its members has any direct or material
indirect financial interest in the Company nor any connection
with the Company in any capacity other than as independent
auditor. Although the ratification of reappointment is not
required to be submitted for shareholder approval, it is a common
practice as a courtesy to shareholders. A failure to approve
this proposal will not affect the Company's plans for this year,
but could affect its decisions in coming years. It has not yet
been determined whether a representative of Hein + Associates LLP
will attend the Annual Meeting. The Company recommends approval
of this resolution.
COMPLIANCE WITH SECTION 16(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934
During fiscal 1996, the Company's officers and directors
were not subject to the reporting requirements under Section
16(a) of the Securities Exchange Act of 1934.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the
1998 Annual Meeting of Shareholders must be received by the
Company on or before December 31, 1997 in order to be eligible
for inclusion in the Company's Proxy Statement and form of Proxy.
To be so included, a proposal must also comply with all
applicable provisions of Rule 14a-8 under the Securities Exchange
Act of 1934.
OTHER MATTERS
The Board of Directors does not know of any other matters to
be brought before the Annual Meeting. If any other matters not
mentioned in this Proxy Statement are properly brought before the
Annual Meeting, the individuals named in the enclosed proxy
intend to vote such proxy in accordance with their best judgment
on such matters.
By Order of the Board of Directors
RALPH ARMIJO
Chief Executive Officer, President
and Director
April 30, 1997
ANNUAL MEETING OF SHAREHOLDERS
NAVIDEC, INC.
PROXY
The undersigned shareholder of NAVIDEC, Inc., a Colorado
corporation, hereby appoints Ralph Armijo, Chief Executive
Officer of NAVIDEC, Inc., my proxy to attend and represent me at
the annual meeting of the shareholders of the corporation to be
held on _________________, 1997 at ______ A.M. (MST), and at any
adjournment thereof, and to vote my shares on any matter or
resolution which may come before the meeting and to take any
other action which I could personally take if present at the
meeting.
1. Election of Directors: Management has nominated the five
following persons to stand for election. You may note "for" or
you may withhold your vote from any of those persons nominated
and vote "for" a person nominated by others or write in your own
nominee. To date no one has been nominated by anyone other than
management.
a. Ralph Armijo For ____
Withhold ____
b. Andrew Davis For ____
Withhold ____
c. Patrick Mawhinney For ____
Withhold ____
d. Lloyd G. Chavez, Jr. For ____
Withhold ____
e. Gerald A. Marroney For ____
Withhold ____
f. Other For ____
Withhold ____
2. Reappointment of Auditors:
RESOLVED, that the reappointment of Hein + Associates LLP as
the auditing firm for the corporation is hereby ratified.
For Against Abstained
______ _______ _________
Failure to check any of these boxes for each proposal will give
Ralph Armijo the authority to vote the proxy at his discretion.
This Proxy gives authority to my proxy to vote for me on such
other matters as may properly come before this meeting.
Shares Owned: _________________
Dated: _________________
Signature of Shareholder
(Sign exactly as name appears on certificate)
Signature if held jointly
