<PAGE>
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, AS AMENDED.
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
|_| Preliminary proxy statement
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Globecomm Systems Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0--11:
--------------------------------------------------------------------------------
<PAGE>
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
GLOBECOMM SYSTEMS INC.
45 OSER AVENUE
HAUPPAUGE, NEW YORK 11788
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOVEMBER 16, 2000
---------------------
The Annual Meeting of Stockholders (the "Annual Meeting") of Globecomm
Systems Inc. (the "Company") will be held at the offices of the Company, 45
Oser Avenue, Hauppauge, New York 11788 on November 16, 2000, at 10:00 a.m.
(eastern standard time) for the following purposes:
(1) To elect nine directors to serve until the next Annual Meeting of
Stockholders or until their respective successors shall have been
elected and qualified;
(2) To consider and vote on a proposal to amend the Company's 1997 Stock
Incentive Plan to increase the number of shares of common stock
authorized to be issued thereunder from 2,556,958 to 3,356,958, an
increase of 800,000 shares;
(3) To ratify the appointment of Ernst & Young LLP, as independent
auditors of the Company for fiscal year ending June 30, 2001; and
(4) To transact such other business as may properly come before the
Annual Meeting.
Only stockholders of record at the close of business on September 25, 2000
will be entitled to notice of, and to vote at, the Annual Meeting. A list of
stockholders eligible to vote at the meeting will be available for inspection
at the meeting and for a period of ten days prior to the meeting during regular
business hours at the corporate headquarters at the address above.
Whether or not you expect to attend the Annual Meeting, your proxy vote is
important. To assure your representation at the meeting, please sign and date
the enclosed proxy card and return it promptly in the enclosed envelope, which
requires no additional postage if mailed in the United States or Canada.
By Order of the Board of Directors
/s/ Paul J. Johnson
----------------------------
Paul J. Johnson
Secretary
October 13, 2000
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD
BE COMPLETED AND RETURNED PROMPTLY
<PAGE>
GLOBECOMM SYSTEMS INC.
PROXY STATEMENT
OCTOBER 13, 2000
This Proxy Statement is furnished to stockholders of record of Globecomm
Systems Inc. (the "Company") as of September 25, 2000 in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board of
Directors" or "Board") for use at the Annual Meeting of Stockholders to be held
on November 16, 2000 (the "Annual Meeting").
Shares cannot be voted at the meeting unless the owner is present in
person or by proxy. All properly executed and unrevoked proxies in the
accompanying form that are received in time for the meeting will be voted at
the meeting or any adjournment thereof in accordance with instructions thereon,
or if no instructions are given, will be voted (i) "FOR" the election of the
named nominees, (ii) "FOR" the approval to increase the number of shares of
common stock, par value $.001 per share (the "Common Stock") which may be
issued under the 1997 Stock Incentive Plan (the "1997 Plan"), and (iii) "FOR"
the ratification of Ernst & Young LLP, independent public auditors, as auditors
of the Company for the fiscal year ending June 30, 2001, and will be voted in
accordance with the best judgment of the persons appointed as proxies with
respect to other matters which properly come before the Annual Meeting. Any
person giving a proxy may revoke it by written notice to the Company at any
time prior to exercise of the proxy. In addition, although mere attendance at
the Annual Meeting will not revoke the proxy, a stockholder who attends the
meeting may withdraw his or her proxy by voting in person. The holders of the
stock issued and outstanding and entitled to vote, present in person or by
proxy, will be counted for purposes of determining whether a quorum is present
at the Annual Meeting. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business at the Annual Meeting. Abstentions will be counted in tabulations
of the votes cast on each of the proposals presented at the Annual Meeting,
whereas broker non-votes will not be counted for purposes of determining
whether a proposal has been approved.
The Annual Report of the Company (which does not form a part of the proxy
solicitation material), with the financial statements of the Company for the
fiscal year ended June 30, 2000, is being distributed concurrently herewith to
stockholders.
The mailing address of the principal executive offices of the Company is
45 Oser Avenue, Hauppauge, New York 11788. This Proxy Statement and the
accompanying form of proxy are being mailed to the stockholders of the Company
on or about October 13, 2000.
VOTING SECURITIES
The Company has only one class of voting securities outstanding, its
Common Stock. At the Annual Meeting, each stockholder of record at the close of
business on September 25, 2000 will be entitled to one vote for each share of
Common Stock owned on that date as to each matter presented at the Annual
Meeting. On September 25, 2000, 11,881,511 shares of Common Stock were
outstanding. A list of stockholders eligible to vote at the Annual Meeting will
be available for inspection at the Annual Meeting and for a period of ten days
prior to the Annual Meeting during regular business hours at the principal
executive offices of the Company at the address specified above.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Unless otherwise directed, the persons appointed in the accompanying form
of proxy intend to vote at the Annual Meeting for the election of the nine
nominees named below as directors of the Company to serve until the next Annual
Meeting of Stockholders or until their successors have been elected and
qualified. If any nominee is unable to be a candidate when the election takes
place, the shares represented by valid proxies will be voted in favor of the
remaining nominees. The Board of Directors currently has nine members, all of
whom are nominees for re-election. The Board of Directors does not currently
anticipate that any nominee will be unable to be a candidate for election.
STOCKHOLDER APPROVAL
The affirmative vote of a plurality of the votes of the shares of
Company's outstanding Common Stock present in person or represented by proxy at
the Annual Meeting and entitled to vote on the election of directors is
required to elect the directors.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THESE
NOMINEES.
INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTORS
The Board of Directors currently has nine members. The following
information with respect to the principal occupation or employment, other
affiliations and business experience of each of the nine nominees has been
furnished to the Company by such nominee. Except as indicated, each of the
nominees has had the same principal occupation for the last five years.
David E. Hershberg, 63, founded the Company in 1994 and has served as
Chief Executive Officer and Chairman of the Board of Directors since its
inception and is Chairman of the Board of Directors of NetSat Express, Inc.
From 1976 to 1994, Mr. Hershberg was the President of Satellite Transmission
Systems, Inc., or STS, a provider of satellite ground segment systems and
networks, which he founded and which became a subsidiary of California
Microwave, Inc., or CMI, and which is currently a subsidiary of L3
Communications Corporation. From 1990 to 1994, Mr. Hershberg also served as
Group President of the Satellite Communications Group of CMI, where he also had
responsibility for EFData, Inc., a manufacturer of satellite communications
modems and for Viasat Technology Corp., a manufacturer of communications
systems which specialized in portable and mobile satellite communications
equipment. Mr. Hershberg is a Director of Primus Telecommunications Group,
Inc., a telecommunications company providing long distance services. In 1998,
Mr. Hershberg was given the award of Long Island Entrepreneur of the Year for
Emerging Technology. He holds a B.S.E.E. from Rensselaer Polytechnic Institute,
an M.S.E.E. from Columbia University and an M.S. in Management Science from
Stevens Institute of Technology.
Kenneth A. Miller, 55, has served as President and a Director since
joining the Company in October 1994 and is a Director of NetSat Express, Inc.
From 1978 to 1994, he held various positions with STS, and succeeded Mr.
Hershberg as President of STS in 1994. Prior to his employment at STS, Mr.
Miller was Manager of Satellite Systems at Comtech and a Satellite
Communications Staff Officer with the United States Army. Mr. Miller holds a
B.S.E.E. from the University of Michigan and an M.B.A. from Hofstra University.
2
<PAGE>
Donald G. Woodring, 53, has served as Vice President-Network and Systems
Analysis and a Director since joining the Company in September 1994. From 1982
to 1994, he was Assistant Vice President for System Analysis at STS. From 1980
to 1982, he was employed by NATO and from 1972 to 1980 was employed by the U.S.
Naval Research Laboratory. Mr. Woodring holds a B.S. from Penn State
University and an M.S.E.E. from Catholic University.
Stephen C. Yablonski, 53, has served as Vice President and a Director
since joining the Company in June 1995. Additionally, in November 1999, he was
promoted to the title of General Manager. From 1988 to 1995, he was employed
by STS, most recently as Vice President of the Commercial Systems and Networks
Division. Prior to that he was Vice President of Engineering at Argo
Communications, a telecommunications services provider. Mr. Yablonski holds a
B.S.E.E. from Brown University and an M.S.E.E. from the University of
Pennsylvania.
Herman Fialkov, 78, has been a Director of the Company since January 1995.
In 1968, Mr. Fialkov started the venture capital firm of Geiger & Fialkov and
has been involved in venture investments since that time. He was a General
Partner of PolyVentures Associates I, L.P., a high technology venture capital
fund from 1987 to 1999. He has been a Special Partner of Newlight Associates,
L.P. since 1997. From 1972 to 1983, he was President and later Chairman of
Standard Microsystems Corporation, a manufacturer and provider of large-scale
integrated circuits and local area network products. He also is a Director of
Primus Telecommunications Group, Inc. and a Trustee of Polytechnic University.
Mr. Fialkov holds a B.Ad.E. from New York University.
Benjamin Duhov, 72, has been a Director of the Company since January 1996.
Since 1993, he has been a consultant and the President of Stamford Consulting
Group which provides consulting services to the aerospace industry. He worked
for Thomson-CSF Inc. from June 1975 to October 1993, as Vice President, Defense
Programs. Mr. Duhov holds a B.S.E.E. from Washington University, St. Louis, MO.
C.J. Waylan, 59, has been a Director of the Company since January 1997.
Since 1997, he has served as President, Chief Executive Officer and Director at
Constellation Communications, Inc., a satellite communications provider of
voice, data, positioning and other services to mobile and fixed-site users.
From May 1996 to September 1997, Dr. Waylan served as Executive Vice President
of NextWave Telecom Inc., a provider of wireless personal telecommunications
services. Prior to joining NextWave, Dr. Waylan worked for GTE Corporation from
February 1981 to April 1996, where he served as Executive Vice President for
GTE Mobilnet and President of GTE Spacenet Corporation. He is also a Director
at Radyne Comstream, Inc. Dr. Waylan holds a B.S. from the University of Kansas
and an M.S.E.E. and a Ph.D. from the Naval Postgraduate School.
A. Robert Towbin, 65, has been a Director of the Company since November
1997 and has been a Managing Director of C.E. Unterberg, Towbin, an investment
banking firm, since September 1995. In January 2000, he was elected to
Co-Chairman of C.E. Unterberg, Towbin. From January 1994 to August 1995 he was
the President and Chief Executive Officer of the Russian-American Enterprise
Fund, a U.S. Government owned investment fund. From 1987 to 1994, he was
co-head of technology banking and a Managing Director of Lehman Brothers. From
1977 to 1986, Mr. Towbin held various executive positions with L.F. Rothschild,
Unterberg, Towbin, an investment banking firm. He also is a Director of Bradley
Real Estate, Inc., Globalstar Telecommunications Ltd., Gerber Scientific, Inc.,
K&F Industries Inc. and TrueTime, Inc. Mr. Towbin holds a B.A. from Dartmouth
College.
Richard E. Caruso, 54, has been a Director of the Company since February
2000. He currently serves as President of the application service provider
market at Nortel Networks. From 1983 to 1994, Mr. Caruso held various positions
with Bellcore, including Vice President of industry markets. From 1994
3
<PAGE>
to 1999, Mr. Caruso served as Vice President and General Manager of digital
media projects for IBM Global Media and Entertainment Industries and General
Manager of solutions for IBM Global Telecom and Media Industries. He is also a
Director of SL Industries, Inc. Mr. Caruso holds a B.S. in Science from Rutgers
University and an M.S. in Science from the New Jersey Institute of Technology.
COMMITTEES OF THE BOARD
The Audit Committee of the Board of Directors consists of Richard E.
Caruso, Benjamin Duhov and Herman Fialkov and reviews, acts on and reports to
the Board of Directors with respect to various auditing and accounting matters,
including the selection of the Company's auditors, the scope of the annual
audits, fees to be paid to the auditors, the performance of the Company's
independent auditors and the accounting practices of the Company.
The Company's Board of Directors adopted a written charter for the Audit
Committee on May 25, 2000. A copy of this charter shall be included as an
exhibit to this Proxy Statement.
Each of the members of the Company's Audit Committee are independent, as
determined by the Securities and Exchange Commission's audit committee rules.
The Compensation Committee of the Board of Directors consists of Mr.
Fialkov and Dr. Waylan and determines the salaries and incentive compensation
of the officers of the Company and provides recommendations for the salaries
and incentive compensation of the other employees and the consultants of the
Company. The Compensation Committee also administers various incentive
compensation, stock and benefit plans.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company's Compensation Committee consists of Mr. Fialkov and Dr.
Waylan. Neither of these individuals was an officer or employee of the Company
at any time during the 2000 fiscal year or at any other time.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS
During fiscal 2000, the Board of Directors held four regular meetings and
two special meetings. There was one meeting of the Audit Committee and no
meetings of the Compensation Committee during fiscal 2000. All directors
attended 75% or more of the (i) meetings of the Board of Directors and (ii)
meetings of the Committees of the Board on which they served (except that
Richard E. Caruso was unable to attend the audit committee meeting of the Board
of Directors).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the requirements of Section 16 of the Securities Exchange Act of
1934, as amended, the Company's directors, executive officers, and any persons
holding more than ten percent of the Company's Common Stock are required to
report their ownership of the Company's Common Stock and any changes in that
ownership to the Securities and Exchange Commission and the Nasdaq National
Market Surveillance Department. Specific due dates for these reports have been
established and the Company is required to report in this Proxy Statement any
failure to file by these dates during 2000. The Company believes that during
the fiscal year ended June 30, 2000, all filing requirements under Section
16(a) applicable to its officers, directors and greater than ten percent
beneficial owners were complied with on a timely basis.
4
<PAGE>
COMPENSATION OF DIRECTORS
Mr. Caruso, Mr. Fialkov and Dr. Waylan receive a fee of $500 per month.
Other directors do not receive any cash compensation for their service as
members of the Board of Directors, although they are reimbursed for certain
expenses incurred in connection with attendance at Board and Committee
meetings.
Stock Option Grant. Under the Automatic Option Grant component of the
Company's 1997 Stock Incentive Plan (the "1997 Plan"), each individual who
first becomes a non-employee Board member on or after August 7, 1997 will
receive an option grant for 15,000 shares of Common Stock on the date such
individual joins the Board, provided such individual has not been in the prior
employ of the Company and provided he is not serving as a member of the Board
pursuant to contractual rights granted to certain groups of stockholders in
connection with their purchase of stock in the Company.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
The executive officers of the Company as of September 25, 2000 were the
following:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
David E. Hershberg ............ 63 Chief Executive Officer and Chairman of the Board of Directors
and Chairman of the Board of Directors of NetSat Express, Inc.
Kenneth A. Miller ............. 55 President and Director and Director of NetSat Express, Inc.
Donald G. Woodring ............ 53 Vice President--Network and Systems Analysis and Director
Stephen C. Yablonski .......... 53 Vice President, General Manager and Director
Paul J. Johnson ............... 45 Vice President--Contracts and Corporate Secretary
Andrew C. Melfi ............... 47 Vice President, Chief Financial Officer and Treasurer
Paul Eterno ................... 45 Vice President--Human Resources
Marni S. Ehrlich .............. 46 Chief Executive Officer and Director--NetSat Express, Inc.
Burt H. Liebowitz ............. 63 President, Chief Operating Officer and Director--NetSat Express, Inc.
William M. Bartens ............ 33 Chief Financial Officer and Treasurer--NetSat Express, Inc.
</TABLE>
INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS OR ARE NOT
NOMINEES FOR ELECTION AS DIRECTORS
Paul J. Johnson, 45, has served as Vice President--Contracts since joining
the Company in October 1996. From 1991 to 1996, he was Director of Contracts
for STS. Mr. Johnson holds a B.B.A. from St. Bonaventure University.
Andrew C. Melfi, 47, has served as Vice President and Treasurer since
September 1997 and as Chief Financial Officer since joining the Company in
January 1996. From 1982 to 1995, he was the Controller of STS. Mr. Melfi holds
an M.B.A. and a B.B.A. in Accounting from Dowling College.
Paul Eterno, 45, has served as Vice President of Human Resources of the
Company since November 1999 and he served as Senior Director of Human Resources
from January 1998 to
5
<PAGE>
November 1999. From October 1997 to January 1998, Mr. Eterno served as a
consultant to the Company. From July 1995 to October 1997, he served as Senior
Vice President of Human Resources for US Computer Group, a turnkey provider of
computer service maintenance and products. Prior to that, he served most
recently as Senior Director of Human Resources at STS, where he was employed
from April 1983 through June 1995. Mr. Eterno holds a B.S. in Management from
the New York Institute of Technology and an M.B.A. in Executive Management from
St. John's University.
Marni S. Ehrlich, 46, has served as Chief Executive Officer and a Director
of NetSat Express, Inc. since October 1999. Mr. Ehrlich has 20 years of senior
management experience in Internet services, international telecommunications
business and e-business, most notably with IBM and AT&T. From January 1997
through October 1999, Mr. Ehrlich held positions as global solutions director
of IBM's ISP division and was previously program director for IBM's voice and
IP solutions division. From June 1995 through January 1997, he was product
marketing director for AT&T WorldNet Service, and was a founder of the AT&T
Internet service. He jointly holds a patent for Internet radio advertising
mediation, and has lectured worldwide on how to become a valued-added Internet
Service Provider. Mr. Ehrlich holds a B.A. in Marketing from Fairleigh
Dickinson University.
Burt H. Liebowitz, 63, has served as President, Chief Operating Officer
and a Director of NetSat Express, Inc. since April 1999. From 1992 to 1999, he
served as Vice President of Technology and Chief Technical Officer for Loral
Orion, responsible for the development of VSAT products and enterprise software
support for Orion's international networking and Internet access business.
Prior to joining Loral Orion, Mr. Liebowitz was Principal Engineer at the MITRE
Corporation from 1989 to 1992. Mr. Liebowitz is the author of two books on
distributed processing, and numerous articles on the development of highly
reliable, high performance computing and communications systems. He holds three
patents related to data networking over satellites. Mr. Liebowitz holds a
B.E.E. and M.S. in Mathematics from Rensselaer Polytechnic Institute, and an
M.S.E.E. from Polytechnic Institute of Brooklyn.
William M. Bartens, 33, has served as Chief Financial Officer and
Treasurer of NetSat Express, Inc. since May 1999 and he served as Controller of
the Company from October 1997 to April 1999. From October 1996 through
September 1997, he was an Audit Manager at Ernst & Young LLP and held various
audit staff positions with Ernst & Young LLP from January 1991 through
September 1996. Mr. Bartens holds a B.A. in Economics from the State University
of New York at Stony Brook and an M.S. in Accounting from Long Island
University--C.W. Post.
6
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
paid by the Company for services rendered during the fiscal years ended June
30, 2000, 1999 and 1998 to: (i) the Company's Chief Executive Officer and (ii)
the four other most highly paid executive officers of the Company, each of
whose compensation during fiscal 2000 was at least $100,000 (together, the
"Named Executive Officers"). None of the Named Executive Officers who were
named in the Company's Proxy Statement for the fiscal year ending June 30, 2000
resigned or were dismissed.
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY (1) BONUS COMPENSATION OPTIONS COMPENSATION (2)
---------------------------------------------- ------ ---------------- ---------- ----------------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
David E. Hershberg,
Chairman and Chief Executive Officer ......... 2000 $ 217,077 -- -- -- $4,038
1999 190,964 -- -- -- 6,400
1998 165,000 -- -- -- 6,400
Marni S. Ehrlich,
Chief Executive Officer--NetSat Express, Inc. 2000 179,808(3) -- $ 187,260(4) 10,000 2,800
1999 -- -- -- -- --
1998 -- -- -- -- --
Burt H. Liebowitz,
President and Chief Operating Officer
NetSat Express, Inc. ......................... 2000 182,308 $75,000 -- -- 9,233
1999 26,154(3) -- -- 15,000 --
1998 -- -- -- -- --
Kenneth A. Miller,
President .................................... 2000 197,016 -- -- 9,500 4,146
1999 177,305 -- -- 15,000 6,400
1998 160,000 -- -- -- 6,400
Stephen C. Yablonski,
Vice President and General Manager ........... 2000 150,539 -- -- 14,500 3,946
1999 134,421 -- -- 10,000 5,597
1998 120,000 -- -- -- 3,600
</TABLE>
----------
(1) Other compensation in the form of perquisites and other personal benefits
has been omitted as the aggregate amount of such perquisites and other
personal benefits constituted the lesser of $50,000 or 10% of the total
annual salary and bonus of the Named Executive Officer for such year.
(2) Includes annual registrant contributions to the Company's 401(k) plan.
(3) Employed for less than a full year.
(4) Compensation for relocating expenses.
7
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information regarding option grants made
pursuant to the 1997 Plan during fiscal 2000 to each of the Named Executive
Officers. The Company has never granted any stock appreciation rights.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE
NUMBER OF APPRECIATION FOR
SECURITIES PERCENTAGE OF OPTION TERM (4)
UNDERLYING OPTIONS TOTAL OPTIONS EXERCISE EXPIRATION --------------------------
NAME GRANTED (1) GRANTED (2) PRICE (3) DATE 5% 10%
------------------------------ -------------------- --------------- ----------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
David E. Hershberg ........... -- -- -- -- -- --
Marni S. Ehrlich ............. 10,000 3.0% $ 21.00 11/26/09 $132,068 $334,686
Burt H. Liebowitz ............ -- -- -- -- -- --
Kenneth A. Miller ............ 9,500 2.8 21.00 11/26/09 125,464 317,952
Stephen C. Yablonski (5) ..... 7,500 2.2 21.00 11/26/09 99,051 251,014
7,000 2.1 11.75 5/26/10 51,727 131,085
</TABLE>
----------
(1) Each option grant becomes exercisable in four equal annual installments
commencing one year after the date of the option grant, except for
options granted to Marni S. Enrlich, which were fully vested at the time
of grant.
(2) Based on an aggregate of 338,400 options granted to employees in fiscal
2000, including options granted to the Named Executive Officers.
(3) The exercise price may be paid in one or more of the following forms: (i)
cash or check made payable to the Company, (ii) shares of Common Stock
held for the requisite period necessary to avoid a charge to the
Company's earnings for financial reporting purposes and valued at fair
market value on the date of exercise or (iii) through a special sale and
remittance procedure through a broker.
(4) Amounts represent hypothetical gains that could be achieved for the
respective options at the end of the ten-year option term. The assumed 5%
and 10% rates of stock appreciation are mandated by rules of the
Securities and Exchange Commission and do not represent the Company's
estimate of the future market price of the Common Stock.
(5) The two sets of securities underlying option grants for Mr. Yablonski
reflect options granted at different exercise prices and on different
dates.
8
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth, for each of the Named Executive Officers,
certain information concerning option exercises and the value of unexercised
options at the end of fiscal 2000.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED NET VALUES OF UNEXERCISED
SHARES SHARES UNDERLYING OPTIONS IN-THE-MONEY OPTIONS (1)
ACQUIRED ON VALUE ------------------------------- ------------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------------ ------------- ----------- ------------- --------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
David E. Hershberg ........... -- -- -- -- -- --
Marni S. Ehrlich ............. -- -- 10,000 -- -- --
Burt H. Liebowitz ............ 10,000 $164,538 5,000 -- $ 19,375 --
Kenneth A. Miller ............ -- -- 84,975 25,025 725,822 $122,045
Stephen C. Yablonski ......... 26,075 310,894 106,627 24,138 944,420 91,319
</TABLE>
----------
(1) Value is defined as the fair market price of the Company's Common Stock
at June 30, 2000 less the exercise price. On June 30, 2000, the closing
selling price of a share of the Company's Common Stock was $13.75.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL ARRANGEMENTS
In January 1997, the Company entered into three-year employment agreements
with each of Messrs. Hershberg and Miller (the "Executive Agreements"). Each of
the employment agreements continue from year to year after the third
anniversary date, unless terminated by either party by written notice of
termination given to the other party. Messrs. Hershberg and Miller are
required to devote their full-time efforts to the Company as Chairman of the
Board and Chief Executive Officer, and as President, respectively. The Company
is required to compensate Messrs. Hershberg and Miller at annual rates of
$165,000 and $160,000, respectively (which amounts are reviewed annually by the
Board of Directors and are subject to increase at their discretion). Effective
November 1999, such employment agreements increased to annual rates of $221,500
and $201,400 for Messrs. Hershberg and Miller, respectively. Messrs. Hershberg
and Miller are entitled to all employee benefits generally made available to
executive officers. If the Company terminates the Executive Agreements other
than for disability or cause, the Company will have the following obligations:
(i) if the termination is after the end of the initial three-year term, the
Company must pay the terminated executive one-twelfth of his then applicable
annual base salary as severance pay and (ii) if the termination is before the
end of the initial three-year term, the Company must pay to the terminated
executive, as they become due, all amounts otherwise payable if he had remained
employed by the Company until the end of the third year of the Executive
Agreements. If their employment is terminated other than for cause following a
change of control of the Company, each of Messrs. Hershberg and Miller will be
entitled to receive: (i) a cash payment equal to three times his respective
annual base salary plus fringe benefits and bonus, (ii) a cash payment equal to
three times the Company's 401(k) contribution for such executive and (iii)
medical benefits for one year for the executive and his dependents. In
addition, all stock options will become immediately exercisable upon a change
of control. A "change in control" is defined in the Executive Agreements as
the acquisition of the Company by merger or asset sale, or a change in control
whether effected by a tender offer or a proxy contest.
The Compensation Committee as Plan Administrator of the 1997 Plan will
have the authority to provide for the accelerated vesting of the shares of
Common Stock subject to outstanding options held by any executive officer or
the shares of Common Stock subject to direct issuances held by any such
individual, in connection with certain changes in control of the Company or the
subsequent termination of the executive officer's employment following the
change in control.
9
<PAGE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is responsible for
establishing the base salary and incentive cash bonus programs for the
Company's executive officers and administering certain other compensation
programs for such individuals, subject in each instance to review by the full
Board of Directors. The Compensation Committee also is responsible for the
administration of the 1997 Plan under which grants may be made to executive
officers. The Board of Directors has reviewed and is in accord with the
compensation paid to executive officers in 2000.
GENERAL COMPENSATION POLICY. The fundamental policy of the Compensation
Committee is to provide the Company's executive officers with competitive
compensation opportunities based upon their contribution to the development and
financial success of the Company and their personal performance. It is the
Compensation Committee's objective to have a portion of each executive
officer's compensation contingent upon the Company's performance as well as
upon his own level of performance. Accordingly, the compensation package for
each executive officer is comprised of two elements: (i) base salary which
reflects individual performance and is designed primarily to be competitive
with salary levels in the industry and (ii) long-term stock-based incentive
awards which strengthen the mutuality of interests between the executive
officers and the Company's stockholders.
FACTORS. The principal factors which the Compensation Committee considered
in ratifying the components of each executive officer's compensation package
for 2000 are summarized below. The Compensation Committee may, however, in its
discretion apply entirely different factors in setting executive compensation
for future years.
o BASE SALARY. The base salary for each executive officer is determined on
the basis of the following factors: experience; personal performance; the
salary levels in effect for comparable positions within and outside the
industry; and internal base salary comparability considerations. The
weight given to each of these factors differs from individual to
individual, as the Compensation Committee deems appropriate.
o BONUS. While it is the general policy of the Company not to award
performance-based cash bonuses, from time to time, the Committee may
authorize cash bonuses if such bonuses are deemed to be in the best
interest of the Company. The circumstances for such awards may vary but
may include bonus payments pursuant to the terms of negotiated employment
arrangements.
o LONG-TERM INCENTIVE COMPENSATION. Long-term incentives are provided
through stock option grants. The grants are designed to align the
interests of each executive officer with those of the stockholders and
provide each individual with a significant incentive to manage the
Company from the perspective of an owner with an equity stake in the
Company. Each grant allows the individual to acquire shares of the
Company's Common Stock at a fixed price per share over a specified period
of time (up to 10 years). Each option generally becomes exercisable in
installments over a four-year period, contingent upon the executive
officer's continued employment with the Company. Accordingly, the option
will provide a return to the executive officer only if the executive
officer remains employed by the Company during the vesting period, and
then only if the market price of the underlying shares appreciates over
the option term.
The number of shares subject to each option grant is set at a level
intended to create a meaningful opportunity for stock ownership based on the
officer's current position with the Company, the base salary associated with
that position, the size of comparable awards made to individuals in similar
positions within the industry, the individual's potential for increased
responsibility and promotion over the option term
10
<PAGE>
and the individual's personal performance in recent periods. The Compensation
Committee also considers the number of unvested options held by the executive
officer in order to maintain an appropriate level of equity incentive for that
individual. However, the Compensation Committee does not adhere to any specific
guidelines as to the relative option holdings of the Company's executive
officers. There were 90,500 stock options granted to executive officers in
fiscal 2000.
CEO COMPENSATION. In setting the compensation payable to the Company's
Chief Executive Officer, the Compensation Committee seeks to achieve two
objectives: (i) establish a level of base salary competitive with that paid by
companies within the industry which are of comparable size to the Company and
by companies outside of the industry with which the Company competes for
executive talent, and (ii) make a significant percentage of the total
compensation package contingent upon the Company's performance and stock price
appreciation. In fiscal 2000, Mr. Hershberg did not receive any long-term
stock-based incentive awards.
The base salary established for Mr. Hershberg on the basis of the
foregoing criteria was intended to provide a level of stability and certainty
each year. Accordingly, this element of compensation was not affected to any
significant degree by Company performance factors.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of
the Internal Revenue Code, enacted in 1993, generally disallows a tax deduction
to publicly held companies for compensation exceeding $1 million paid to
certain of the corporation's executive officers. The limitation applies only to
compensation which is not considered to be performance-based. The
non-performance based compensation paid to the Company's executive officers for
the 2000 fiscal year did not exceed the $1 million limit per officer, nor is it
expected that the non-performance based compensation to be paid to the
Company's executive officers for fiscal 2001 will exceed that limit. The 1997
Plan is structured so that any compensation deemed paid to an executive officer
in connection with the exercise of option grants made under that plan with an
exercise price equal to the fair market value of the option shares on the grant
date will qualify as performance-based compensation which will not be subject
to the $1 million limitation. Because it is very unlikely that the cash
compensation payable to any of the Company's executive officers in the
foreseeable future will approach the $1 million limit, the Compensation
Committee has decided at this time not to take any other action to limit or
restructure the elements of cash compensation payable to the Company's
executive officers. The Compensation Committee will reconsider this decision
should the individual compensation of any executive officer ever approach the
$1 million level.
THE COMPENSATION COMMITTEE
MR. HERMAN FIALKOV
DR. C.J. WAYLAN
11
<PAGE>
PERFORMANCE GRAPH
Set forth below is a graph comparing the cumulative total stockholder
return, assuming dividend reinvestment of $100 invested in the Company's Common
Stock on August 8, 1997 (the date public trading of the Company's stock
commenced) through June 30, 2000 with the cumulative total return, assuming
dividend reinvestment of $100 invested in the NASDAQ Stock Market (U.S.) Index
and two Self-Constructed Peer Group Indices calculated similarly for the same
period. The old peer group (the "Old Peer Group") consists of the following
companies: Andrew Corporation, Scientific-Atlanta, Inc., SSE Telecom, Inc., STM
Wireless, Inc. and ViaSat, Inc. Vertex Communication Corporation is no longer
in the Old Peer Group because they are no longer publicly traded. The Company
has selected a new peer group (the "New Peer Group") because it better reflects
similar lines of business and market capitalization. The New Peer Group
consists: Comtech Telecommunications Corp., EMS Technologies, Inc., Radyne
ComStream, Inc., STM Wireless, Inc. and ViaSat, Inc.
COMPARISON OF 35 MONTH CUMULATIVE TOTAL RETURN*
AMONG GLOBECOMM SYSTEMS INC.
THE NASDAQ STOCK MARKET (U.S.) INDEX.
AN OLD PEER GROUP AND A NEW PEER GROUP
[GRAPHIC OMITTED]
* $100 INVESTED ON 8/8/97 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING JUNE 30.
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<PAGE>
PROPOSAL 2
AMENDMENT TO 1997 STOCK INCENTIVE PLAN
You are being asked to approve amendments to our 1997 Stock Incentive Plan
(the "1997 Plan") to increase the number of shares of Common Stock reserved for
issuance under the 1997 Plan by an additional 800,000 shares.
Our Board of Directors adopted the amendment on July 21, 2000, subject to
stockholder approval at this Annual Meeting. Awards of options for the
additional 800,000 shares are not yet determinable, as none are currently
contemplated. The Board may amend or modify the 1997 Plan at any time. The full
text of the amendment will be furnished to any stockholder upon written request
made to the Secretary of the Company.
Our Board believes the amendment is necessary to assure that a sufficient
reserve of Common Stock remains available for issuance under the 1997 Plan in
order to allow the Company to continue to utilize equity incentives to attract
and retain the services of key individuals essential to our long-term growth
and financial success. We rely significantly on equity incentives in the form
of stock options in order to attract and retain key employees and believe that
such equity incentives are necessary for the Company to remain competitive in
the marketplace for executive talent and other key employees. Option grants
made to newly-hired or continuing employees will be based on both competitive
market conditions and individual performance.
The following is a summary of the principal features of the 1997 Plan, as
most recently amended.
1997 STOCK INCENTIVE PLAN
The Company's 1997 Stock Incentive Plan (the "1997 Plan") was adopted by
the Board of Directors on February 26, 1997 and subsequently approved by the
stockholders. 2,280,000 shares of Common Stock have been authorized for
issuance under the 1997 Plan. This share reserve is comprised of (i) the shares
which remained available for issuance under the Predecessor Plans, including
the shares subject to outstanding options thereunder, plus (ii) an additional
increase of 285,000 shares. This share reserve has increased on the first
trading day of each calendar year beginning with the 1998 calendar year by one
percent (1%) of the aggregate shares of Common Stock outstanding on the last
business day of the preceding calendar year. However, in no event may any one
participant in the 1997 Plan receive option grants or direct stock issuances
for more than 1,425,000 shares in the aggregate per calendar year.
The 1997 Plan is divided into five separate components: (i) the
Discretionary Option Grant Program, (ii) the Salary Investment Option Grant
Program, (iii) the Stock Issuance Program, (iv) the Automatic Option Grant
Program and (v) the Director Fee Option Grant Program.
The Discretionary Option Grant, Salary Investment Option Grant and Stock
Issuance Programs are administered by the Compensation Committee. The
Compensation Committee as Plan Administrator has complete discretion to
determine which eligible individuals are to receive option grants or stock
issuances, the time or times when such option grants or stock issuances are to
be made, the number of shares subject to each such grant or issuance, the
status of any granted option as either an incentive stock option or a
non-statutory stock option under the Federal tax laws, the vesting schedule to
be in effect for the option grant or stock issuance and the maximum term for
which any granted option is to remain outstanding.
Under the Discretionary Option Grant Program, eligible individuals may, at
the discretion of the Plan Administrator, be granted options to purchase shares
of Common Stock at an exercise price not less that 85% of their fair market
value on the grant date.
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<PAGE>
Stock appreciation rights are authorized for issuance under the
Discretionary Option Grant Program which provide the holders with the election
to surrender their outstanding options for an appreciation distribution from
the Company equal to the excess of (i) the fair market value of the vested
shares of Common Stock subject to the surrendered option over (ii) the
aggregate exercise price payable for such shares. Such appreciation
distribution may be made in cash or in shares of Common Stock.
The Plan Administrator has the authority to effect the cancellation of
outstanding options under the Discretionary Option Grant Program in return for
the grant of new options for the same or different number of option shares with
an exercise price per share based upon the fair market value of the Common
Stock on the new grant date.
Under the Stock Issuance Program, eligible individuals may, in the Plan
Administrator's discretion, be issued shares of Common Stock directly, through
the purchase of such shares at a price not less than 85% of their fair market
value at the time of issuance or as a bonus tied to the performance of
services.
In the event that there is a change in control of the Company (including
the acquisition of more than 35% of the outstanding voting stock), each
outstanding option under the Discretionary Option Grant Program will
automatically accelerate in full, and all unvested shares under the Stock
Issuance Program will immediately vest. Options currently outstanding under the
Incentive Stock Option Plan will accelerate upon an acquisition of the Company
by merger or asset sale, but such options are not subject to acceleration upon
a hostile change in control of the Company. Options currently outstanding under
the Director Stock Option Plan accelerate upon the optionee's retirement,
disability or death, or if the Company executes an agreement pursuant to which
the Company is acquired by merger or asset sale or an acquisition (or increase
in ownership) by any person to more than 20% of the outstanding voting stock.
Under the Salary Investment Option Grant Program, selected executive
officers and other highly compensated employees may elect to have a portion of
their base salary invested each year in special option grants. The Plan
Administrator will have the discretion to determine the calendar years for
which the program is to be in effect and to select the individuals eligible to
participate in the program. For each year the Plan Administrator elects to
activate the Salary Investment Option Grant Program, each individual selected
for participation may elect, prior to the start of the calendar year, to reduce
his base salary for that calendar year by a specific dollar amount not less
than $5,000 nor more than $50,000. In return, the officer will automatically be
granted, on or before the last trading day in January of the calendar year for
which the salary reduction is to be in effect, a non-statutory option to
purchase than number of shares of Common Stock determined by dividing the
salary reduction amount by two-thirds of the fair market value per share of
Common Stock on the grant date. The option will be exercisable at a price per
share equal to one-third of the fair market value of the option shares on the
grant date. As a result, the built-in gain on the option at the time of grant
will be equal to the salary reduction amount. The option will vest in a series
of 12 equal monthly installments over the calendar year for which the salary
reduction is in effect and will be subject to full and immediate vesting upon
certain changes in the ownership or control of the Company.
Under the Automatic Option Grant Program, each individual who first
becomes a nonemployee Board member will receive an option grant on such date
for 15,000 shares of Common Stock, provided such individual has not otherwise
been in the prior employ of the Company and provided he is not serving as a
member of the Board pursuant to contractual rights granted to certain groups of
stockholders in connection with their purchase of stock in the Company.
Each automatic grant will have a term of 10 years, subject to earlier
termination following the optionee's cessation of Board service. Each option
will be exercisable for those option shares which have
14
<PAGE>
vested. During the period of service as a member of the Board, each
15,000-share grant will vest to the extent of one-third of the number of shares
granted thereby (5,000 shares), on the first anniversary of the date of grant,
and cumulatively to the extent of an additional one-third, on each of the next
two succeeding anniversaries, so that on the third anniversary of the date of
grant (provided service as a Board member has continued throughout the period),
the options granted to any Eligible Director will be fully vested. However,
each outstanding option will immediately vest upon: (i) certain changes in the
ownership or control of the Company or (ii) the death or disability of the
optionee while serving as a Board member.
Under the Director Fee Option Grant Program, nonemployee Board members may
elect to have all or any portion of any annual retainer fee otherwise payable
in cash applied to a special option grant. Each member who elects, prior to the
start of a calendar year, to apply all or any portion of his retainer fee for
that calendar year to the acquisition of an option will automatically be
granted, on the first trading day in the calendar year for which the salary
reduction is to be in effect, a non-statutory option to purchase that number of
shares of Common Stock determined by dividing the amount of the retainer fee
subject to the election by two-thirds of the fair market value per share of
Common Stock on the grant date. The option will be execrable at a price per
share equal to one-third of the fair market value of the option shares on the
grant date. As a result, the built-in gain on the option at the time of grant
will be equal to the amount of the retainer fee subject to the election. The
option becomes exercisable for 50% of the option shares upon completion of six
(6) months of Board service in the calendar year. the option will be subject to
full and immediate vesting upon certain changes in the ownership or control of
the Company.
STOCKHOLDER APPROVAL
The affirmative vote of a plurality of the Company's outstanding Common
Stock represented and voting at the Annual Meeting is required to approve an
increase in the number of shares of Common Stock which may be issued under the
1997 Plan.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE ISSUED
UNDER THE 1997 PLAN FROM 2,556,958 TO 3,356,958 SHARES.
15
<PAGE>
PROPOSAL 3
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
appointed Ernst & Young LLP, independent public auditors of the Company since
November 27, 1996, as auditors of the Company to serve for the year ending June
30, 2001, subject to the ratification of such appointment by the stockholders
at the Annual Meeting. A representative of Ernst & Young LLP will attend the
Annual Meeting of Stockholders with the opportunity to make a statement if he
or she so desires and will also be available to answer inquiries.
STOCKHOLDER APPROVAL
The affirmative vote of a plurality of the Company's outstanding Common
Stock represented and voting at the Annual Meeting is required to ratify the
appointment of Ernst & Young LLP as independent auditors of the Company to
serve for the year ending June 30, 2001.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP.
16
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of September 25, 2000, certain
information with respect to the beneficial ownership of shares of Common Stock
of: (i) all stockholders known by the Company to be the beneficial owners of
more than 5% of its outstanding Common Stock, (ii) each director, nominee for
director and Named Executive Officer of the Company and (iii) all directors and
executive officers of the Company as a group. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange
Commission and includes voting and investment power with respect to shares.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK PERCENTAGE
BENEFICIALLY OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNED(2) OUTSTANDING
-------------------------------------------- -------------------- ------------
<S> <C> <C>
David E. Hershberg ......................... 955,000(3) 8.0%
Kenneth A. Miller .......................... 273,529(4) 2.3%
Donald G. Woodring ......................... 159,444(5) 1.3%
Stephen C. Yablonski ....................... 111,875(6) *
C.J. Waylan ................................ 42,750(7) *
Herman Fialkov ............................. 40,151 *
A. Robert Towbin ........................... 21,590(8) *
Marni S. Ehrlich ........................... 15,000(9) *
Burt H. Liebowitz .......................... 6,500(10) *
Benjamin Duhov ............................. 5,700 *
Richard E. Caruso .......................... -- *
All current directors and executive officers
as a group (15 persons) ................... 1,712,017(11) 14.0%
</TABLE>
----------
* Represents less than 1%.
(1) Except as otherwise indicated, (i) the stockholders named in the table
have sole voting and investment power with respect to all shares
beneficially owned by them and (ii) the address of all stockholders
listed in the table is: c/o GSI, 45 Oser Avenue, Hauppauge, New York
11788.
(2) The number of shares of Common Stock outstanding as of September 25, 2000
is 11,881,511. Amounts shown for each stockholder include (i) all shares
of Common Stock owned by each stockholder and (ii) shares of Common Stock
underlying options, warrants and rights of first refusal exercisable
within 60 days of September 25, 2000.
(3) Includes 171,000 shares of Common Stock held by Deerhill Associates, a
family partnership of which Mr. Hershberg is General Managing Partner.
Mr. Hershberg disclaims beneficial ownership of the shares held by
Deerhill Associates except to the extent of his proportionate pecuniary
interest therein.
(4) Includes 89,250 shares of Common Stock issuable upon exercise of stock
options.
(5) Includes 17,100 shares of Common Stock held by certain members of Mr.
Woodring's family of which Mr. Woodring disclaims beneficial ownership
and 18,911 shares of Common Stock issuable upon exercise of stock
options.
17
<PAGE>
(6) Consists of 1,485 shares of Common Stock held by Mr. Yablonski's wife and
sons of which Mr. Yablonski disclaims beneficial ownership and 108,765
shares of Common Stock issuable upon exercise of stock options.
(7) Includes 42,750 shares of Common Stock issuable upon exercise of stock
options.
(8) Includes 15,000 shares of Common Stock issuable upon the exercise of
stock options.
(9) Includes 15,000 shares of Common Stock issuable upon the exercise of
stock options.
(10) Includes 5,000 shares of Common Stock issuable upon the exercise of stock
options.
(11) See Notes (3) through (10) above.
18
<PAGE>
CERTAIN TRANSACTIONS
From July 1, 1999 through September 25, 2000 the Company granted executive
officers and directors of the Company and employees, some of whom are immediate
family members of the Company's executive officers, a total of 443,900 stock
options for the purchase of the Company's Common Stock with exercise prices
ranging from $ 9.75 to $ 28.00 per share.
In August 1999, NetSat Express, Inc. completed a private placement
yielding gross proceeds of $10,000,0000. A. Robert Towbin, a Director of the
Company, serves as a Co-Chairman of C.E. Unterberg, Towbin and was paid an
investment advisor fee of $500,000 and issued a warrant for 200,000 shares of
NetSat Express, Inc. common stock at $3.00 per share (subject to equitable
adjustment for stock splits) relating to this private placement.
STOCKHOLDER PROPOSALS
Pursuant to the new stockholder proposal rules recently adopted by the
Commission, if the Company has not received notice prior to August 23, 2000 of
any matter a stockholder intends to propose for a vote at the 2001 Annual
Meeting of Stockholders, then a proxy solicited by the Board of Directors may
be voted on such matter in the discretion of the proxy holder, without
discussion of the matter in the proxy statement soliciting such proxy and
without such matter as a separate item on the proxy card.
The deadline for stockholders to submit proposals to be considered for
inclusion in the Company's Proxy Statement for next year's Annual Meeting of
Stockholders is anticipated to be June 17, 2001. Such proposals may be included
in next year's Proxy Statement, if they comply with certain rules and
regulations promulgated by the Commission. Stockholder proposals must be mailed
to the attention of the Company's Secretary at the Company's principal
executive offices located at 45 Oser Avenue, Hauppauge, New York 11788.
OTHER MATTERS
The Board knows of no matters that are to be presented for action at the
Annual Meeting other than those set forth above. If any other matters properly
come before the Annual Meeting, the persons named in the enclosed form of proxy
will vote the shares represented by proxies in accordance with their best
judgment on such matters.
Proxies will be solicited by mail and may also be solicited in person or
by telephone by some regular employees of the Company. The Company may also
consider the engagement of a proxy solicitation firm. Costs of the solicitation
will be borne by the Company.
By Order of the Board of Directors
/s/ Paul J. Johnson
---------------------------
Paul J. Johnson
Secretary
Hauppauge, New York
October 13, 2000
19
<PAGE>
(Form of Proxy)
GLOBECOMM SYSTEMS INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - November 16, 2000
(THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY)
The undersigned stockholder of Globecomm Systems Inc. hereby appoints David E.
Hershberg and Kenneth A. Miller, and each of them, with full power of
substitution, proxies to vote the shares of common stock which the undersigned
could vote if personally present at the Annual Meeting of Stockholders of
Globecomm Systems Inc. to be held at the offices of Globecomm Systems Inc., 45
Oser Avenue, Hauppauge, New York 11788, on November 16, 2000, telephone number
631-231-9800, at 10:00 a.m. (eastern standard time), or any adjournment thereof.
1. ELECTION OF DIRECTORS (for terms as described in the Proxy Statement)
|_| FOR all nominees below |_| WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees below
Richard E. Caruso, Benjamin Duhov, Herman Fialkov, David E. Hershberg,
Kenneth A. Miller, A. Robert Towbin, C. J. Waylan, Donald G. Woodring and
Stephen C. Yablonski.
INSTRUCTION: To withhold authority to vote for an individual nominee, write
the nominee's name in the space provided below.
2. APPROVAL OF AMENDMENT TO 1997 STOCK INCENTIVE PLAN
|_| FOR |_| AGAINST |_| ABSTAIN WITH RESPECT TO
proposal to increase the number of shares of Common Stock which may be
issued under the 1997 Stock Incentive Plan from 2,556,958 shares to
3,356,958 shares.
3. RATIFICATION OF ACCOUNTANTS
|_| FOR |_| AGAINST |_| ABSTAIN WITH RESPECT TO
proposal to ratify the selection of Ernst & Young LLP, as independent
auditors of the Company as described in the Proxy Statement.
----------------------------------------------------------------------------
4. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
PERSONS NOMINATED BY MANAGEMENT AS DIRECTORS AND FOR PROPOSALS 2 AND 3.
Please date and sign exactly as your name appears on the envelope in which
this material was mailed. If shares are held jointly, each stockholder
should sign. Executors, administrators, trustees, etc. should use full title
and, if more than one, all should sign. If the stockholder is a corporation,
please sign full corporate name by an authorized officer.
------------------------------------
Signature of Stockholder
------------------------------------
Print name
Dated:
--------------------------------
