SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ALL COMMUNICATIONS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
5) Total fee paid:
[_] Fee paid previously with preliminary materials:
________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ALL COMMUNICATIONS CORPORATION
225 Long Avenue
Hillside, New Jersey 07205
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28,1999
To the Stockholders of All Communications Corporation:
NOTICE IS HEREBY GIVEN that an Annual Meeting of Stockholders (the "Annual
Meeting") of All Communications Corporation, a New Jersey corporation (the
"Company"), will be held on Friday May 28, 1999 at 9:00 a.m., local time at the
Holiday Inn, 304 Route 22 West, Springfield, New Jersey 07081, for the purpose
of considering and acting upon the following:
1. The election of two directors to serve a three year term each as
Class III Directors;
2. Ratification of the appointment of BDO Seidman, LLP as the
Company's independent accountants for the fiscal year ending December 31,
1999; and
3. The transaction of such other business as may properly come before
the Annual Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 21, 1999 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting. Accordingly, only holders of Common Stock of
record on such date will be entitled to vote at the Annual Meeting.
By Order of the Board of Directors,
ANDREA GRASSO
Secretary
Hillside, New Jersey
May 3, 1999
It is important that your shares be represented at this meeting in order
that a quorum may be assured. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, YOU ARE URGED TO DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED CARD IN THE
POSTAGE PREPAID ENVELOPE PROVIDED AND TO DO SO IN ADEQUATE TIME FOR YOUR
DIRECTIONS TO BE RECEIVED AND TABULATED PRIOR TO THE SCHEDULED MEETING.
<PAGE>
ALL COMMUNICATIONS CORPORATION
May 3, 1999
To Our Stockholders:
On behalf of the Board of Directors, it is our pleasure to invite you to
attend the 1999 Annual Meeting of Stockholders (the "Annual Meeting") of All
Communications Corporation (the "Company"), which will be held at 9:00 a.m,
local time on Friday, May 28, 1999 at the Holiday Inn, 304 Route 22 West,
Springfield, New Jersey 07081.
At the Annual Meeting, you will be asked to consider and vote on the
following proposals:
1. To elect two Class III Directors for a three year term each;
2. To ratify the appointment of BDO Seidman, LLP, as independent
auditors of the Company for the fiscal year ending December 31, 1999; and,
3. To act upon such other business as may properly come before the
Annual Meeting.
It is important that your Shares be represented at the Annual Meeting
whether or not you are able to attend. Accordingly, you are urged to sign, date
and mail the enclosed proxy promptly.
Sincerely,
RICHARD REISS
Chairman, President and Chief Executive Officer
<PAGE>
1
ALL COMMUNICATIONS CORPORATION
225 Long Avenue
Hillside, New Jersey 07205
PROXY STATEMENT
1999 ANNUAL MEETING OF STOCKHOLDERS
To be held on Friday, May 28, 1999
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors (the "Board") of All Communications
Corporation (the "Company"), a New Jersey corporation, to be voted at the 1999
Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held
at the Holiday Inn, 304 Route 22 West, Springfield, New Jersey, on Friday, May
28, 1999, at 9:00 a.m. local time, or at any postponement or adjournment
thereof. This Proxy Statement, the Notice of Annual Meeting and the accompanying
form of proxy are first being mailed to stockholders on or about May 3, 1999.
Only holders of record of the Company's common stock, no par value ("Common
Stock") at the close of business on April 21, 1999 (the "Record Date") are
entitled to vote on the matters to be presented at the Annual Meeting. The
number of shares of Common Stock outstanding on such date and entitled to vote
was 4,910,000. Holders of Common Stock are entitled to one vote on each matter
to be voted upon by the stockholders at the Annual Meeting for each share held.
At the Annual Meeting, stockholders will be asked to consider and vote upon
(1) the election of two directors each to serve a three year term as a Class III
Director; and (2) the ratification of the appointment of BDO Seidman, LLP as the
Company's independent auditors for the fiscal year ending December 31, 1999 (the
"Independent Auditors Proposal"). At the Annual Meeting, stockholders may also
be asked to consider and take action with respect to such other matters as may
properly come before the Annual Meeting.
QUORUM AND VOTE REQUIREMENTS
The presence, in person or by proxy, of holders of record of a majority of
the shares of Common Stock issued and outstanding and entitled to vote is
required for a quorum to transact business at the Annual Meeting, but if a
quorum should not be present, the Annual Meeting may be adjourned from time to
time until a quorum is obtained. Proxies submitted with votes withheld for the
election of directors, abstentions and broker non-votes are included in
determining whether a quorum is present. Directors are elected by a plurality of
votes cast. Approval of the Independent Auditors Proposal and all other matters
to properly come before the Meeting requires the affirmative vote of a majority
of the votes cast by holders of Common Stock entitled to vote at the Annual
Meeting. Abstentions are not counted in tabulating the number of votes cast for
the Independent Auditors' Proposal and any other matters properly
<PAGE>
2
brought before the Annual Meeting. Votes withheld have no impact on the election
of Directors except to reduce the number of votes for the nominees. Broker
non-votes are counted only for purposes of determining whether a quorum is
present and, therefore, will not be included in vote totals and will have no
effect on the outcome of the votes on all other proposals to be acted upon at
the Annual Meeting.
SOLICITATION AND REVOCATION
PROXIES IN THE FORM ENCLOSED ARE BEING SOLICITED BY, AND ON BEHALF OF, THE
BOARD. THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY HAVE BEEN DESIGNATED
AS PROXIES BY THE BOARD.
All Common Stock represented by properly executed proxies which are
returned and not revoked prior to the time of the Annual Meeting will be voted
in accordance with the instructions, if any, given thereon. If no instructions
are provided in an executed proxy, it will be voted (1) in favor of the nominees
for election as directors named below and (2) FOR the Independent Auditors
Proposal and in accordance with the proxyholder's discretion as to any other
business raised at the Annual Meeting. Any stockholder who executes a proxy may
revoke it at any time before it is voted by delivering to the Company a written
statement revoking such proxy, by executing and delivering a later dated proxy,
or by voting in person at the Annual Meeting. Attendance at the Annual Meeting
by a stockholder who has executed and delivered a proxy to the Company shall not
in and of itself constitute a revocation of such proxy.
The Company will bear its own cost of the solicitation of proxies. Proxies
will be solicited initially by mail. Further solicitation may be made by
directors, officers and employees of the Company personally, by telephone or
otherwise, but any such person will not be specifically compensated for such
services. The Company also intends to make, through banks, brokers or other
persons, a solicitation of proxies of beneficial holders of the Common Stock.
Upon request, the Company will reimburse brokers, dealers, banks and similar
entities acting as nominees for reasonable expenses incurred in forwarding
copies of the proxy materials relating to the Annual Meeting to the beneficial
owners of Common Stock which such persons hold of record.
PROPOSAL NO. 1 ELECTION OF DIRECTORS
The following table sets forth certain information with respect to the two
nominees for Class III Director for a three year term each expiring at the 2002
Annual Meeting of Stockholders. The Board of Directors knows of no reason why
any of its nominees will be unable or will refuse to accept election. If any
nominee becomes unable or refuses to accept election, the Board of Directors
will either reduce the number of directors to be elected or select a substitute
nominee. If a substitute nominee is selected, proxies will be voted in favor of
such nominee. All Directors shall be elected by a plurality of the votes cast.
<PAGE>
3
<TABLE>
<CAPTION>
Class of Director
Name and Principal Occupation Age Director Since
- ----------------------------- ----- -------- --------
<S> <C> <C> <C>
Eric Friedman 50 Class III 1996
Served as Director of the Company since
1996. Vice President and Treasurer of
Chem International Inc., since 1996;
Certified Public Accountant and partner
in Shachat and Simson, a Certified Public
Accounting firm prior to 1996.
Peter N. Maluso 44 Class III 1996
Served as a Director of the Company
since 1996. Principal at
International Business Machines, Inc.,
responsible for IBM Global Services
Legacy Transformation Consulting
Practice in Northeastern United States;
since 1995. From 1988 to 1995, Senior
Manager at KPMG Peat Marwick, a
certified public accounting firm.
</TABLE>
The following table sets forth certain information with respect to the
Company's Class I and II Directors whose terms of office will continue after the
Annual Meeting.
<TABLE>
<CAPTION>
Class of Director
Name, Principal Occupation Age Directors Since
- ----------------------------- ----- --------- --------
<S> <C> <C> <C>
Richard Reiss 42 Class I 1991
Served as Chairman of the Board and
President of the Company since 1991;
President and Chairman of the Board of
AllComm Products Corp. since 1997.
Robert B. Kroner 69 Class II 1991
Served as Director of the Company
since 1991; Vice President and General
Counsel since 1997; Director of
AllComm Products Corp. since 1997;
Self employed New Jersey Attorney
prior to 1997.
</TABLE>
<PAGE>
4
<TABLE>
<CAPTION>
Class of Director
Name and Principal Occupation Age Directors Since
- ----------------------------- ----- --------- --------
<S> <C> <C> <C>
Andrea Grasso 38 Class II 1996
Served as Secretary of the Company since
1995 and a Director since 1996. Served as
Office Administrator of the Company since
1991; Director and Secretary of AllComm
Products Corp. since 1997.
</TABLE>
Recommendation and Vote
The Board unanimously recommends a vote FOR the election of the Nominees to
the Board of Directors.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of March 31, 1999, certain information
with respect to the shares of Common Stock beneficially owned by stockholders
known to the Company, based on filings with the Securities and Exchange
Commission, to own beneficially more than 5% of the outstanding shares of Common
Stock:
<TABLE>
<CAPTION>
Beneficial Owner Number of Shares Beneficially Owned Percent of Class
- ---------------- ----------------------------------- ----------------
<S> <C> <C>
George W. Mauerman 257,000 (1) 5.2%
6585 S. Yale
Suite 500
Tulsa, Oklahoma, 74136
</TABLE>
- ----------
(1) The stockholder has sole investment and voting power with respect to 29,000
shares; shared investment power with respect to 228,000 shares; and no
voting power with respect to 228,000 shares.
<PAGE>
5
Security Ownership of Management
The following table sets forth, as of March 31, 1999, the beneficial
ownership of Common Stock of the Company by each director, each of the named
executive officers in the Summary Compensation Table herein, and all executive
officers and directors as a group.
<TABLE>
<CAPTION>
Number of
Shares Beneficially Percent of Shares
Name Owned (1) Beneficially Owned
- ---- ------------------- ------------------
<S> <C> <C>
Richard Reiss 2,825,000(2) 49.6%
Leo Flotron 283,000(3) 5.7%
Joseph Scotti 283,000(3) 5.7%
Robert B. Kroner 152,500(4) 3.1%
Eric Friedman 34,500(5) *
Peter N. Maluso 59,500(6) 1.2%
Andrea Grasso 25,000 *
All directors and
executive officers
as a group (8 persons) 3,766,500(7) 63.0%
</TABLE>
- ----------
*Less than 1%
(1) Unless otherwise indicated by footnote, the named persons have sole voting
and investment power with respect to the shares of Common Stock
beneficially owned.
(2) Includes 790,000 shares subject to presently exercisable stock options and
50,000 shares held by a trust for the benefit of Mr. Reiss' children, of
which he is the trustee.
(3) Includes 83,000 shares subject to presently exercisable stock options.
(4) Includes 2,500 shares subject to presently exercisable stock options.
(5) Includes 9,500 shares subject to presently exercisable stock options and
12,500 shares subject to presently exercisable warrants.
(6) Includes 9,500 shares subject to presently exercisable stock options.
(7) Includes aggregate 1,069,000 shares subject to presently exercisable stock
options and 12,500 shares subject to presently exercisable warrants.
DIRECTORS; COMPENSATION OF DIRECTORS
The Board of Directors held five meetings during 1998, and all directors
attended at least 75% of those meetings of the Board of Directors and all
committees on which they served.
No cash compensation was paid to any director for his services to the Board
of Directors or any committee. In consideration for services rendered as a
director in 1998, each non-
<PAGE>
6
employee director received options to purchase 2,000 shares of Common Stock at
an exercise price equal to the fair market value of a share of Common Stock on
the date of grant.
The Board of Directors has an Audit Committee, whose members are Messrs.
Reiss, Friedman and Maluso. The Audit Committee periodically consults with the
Company's management and independent public accountants on financial matters,
including the Company's internal financial controls and procedures. The Audit
Committee met once in 1998, and all members attended the meeting. The Board of
Directors also has a Compensation Committee, whose members are Messrs. Friedman,
Kroner and Maluso. The Compensation Committee reviews and makes recommendations
concerning salaries, bonuses and other compensation for officers of the Company.
The Compensation Committee met once in 1998 and all members attended the
meeting. The Company's Stock Option Plan is administered by the Stock Option
Plan Committee composed of Messrs. Friedman and Maluso. The Board of Directors
does not have a committee which performs nominating functions.
EXECUTIVE OFFICERS
The following individuals are executive officers of the Company but are not
Directors or Nominees for Director:
Scott Tansey has been Vice President of Finance since 1996 and Treasurer
since 1997. Mr. Tansey served as Director, Finance and Administration of Data
Transmission Services from 1992 until 1996. He is a Certified Public Accountant.
Leo Flotron has been a Vice President of Sales and Marketing since October
1995 and is primarily responsible for videoconferencing and network products.
From 1988 to 1995, Mr. Flotron held various positions with Sony Electronics,
Inc.
Joseph Scotti has been a Vice President of Sales and Marketing since August
1995 and is primarily responsible for all aspects of voice communications. Mr.
Scotti held various positions with Northern Telecom from 1990 to 1995.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based on a review of Forms 3, 4 and 5 submitted to the Company during and
with respect to 1998, all statements of beneficial ownership required to be
filed with the Securities and Exchange Commission (the "Commission') were timely
filed.
EXECUTIVE COMPENSATION
The following table shows, for the fiscal years ended December 31, 1998,
1997 and 1996, certain compensation information as to the Chief Executive
Officer and each executive officer of the Company who served as an executive
officer during the fiscal year ended December 31, 1998, and whose salary and
bonus exceeded $100,000 in 1998 (the "Named Executive Officers").
<PAGE>
7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
------------------- ------------
Securities
Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Stock Options(#) Compensation($)
--------------------------- ---- --------- -------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Richard Reiss, President 1998 170,208 -- 80,000 18,124(2)
and Chief Executive Officer 1997 133,000 25,000 850,000 13,434(2)
Chairman of the Board 1996 108,000 50,000 -- --
Leo Flotron, Vice President 1998 114,000 82,285(1) 20,000 4,832(3)
1997 104,000 54,307 95,000 4,800(3)
1996 68,640 31,760 -- --
Joseph Scotti, Vice President 1998 114,000 82,285 20,000 4,832(3)
1997 104,000 54,307 95,000 4,800(3)
1996 68,640 31,760 -- --
</TABLE>
(1) Represents commissions under Employment Agreement.
(2) Includes $12,360 and $9,111 for automobile lease and insurance payments and
$5,764 and $4,323 for life insurance premiums paid by the Company in 1998
and 1997, respectively.
(3) Includes an automobile allowance of $4,832 in 1998 and $4,800 in 1997.
Employment Agreements
Effective January 1, 1997, the Company entered into an employment agreement
with Richard Reiss, President of the Company. The agreement was to expire
December 31, 2001 and provided for Mr. Reiss to receive an annual base salary as
follows: $138,000 for the fiscal year ending December 31,1997; 175,000 for the
fiscal year ending December 31, 1998; and $210,000 for the fiscal year ending
December 31, 1999. The annual base salary for Mr. Reiss for the fourth and fifth
years of the employment agreement was to be for amounts recommended by the
Compensation Committee of the Board of Directors, but in no event less than
$210,000 per annum. Effective March 21, 1997, the employment agreement with Mr.
Reiss was amended. In consideration for Mr. Reiss agreeing to extend the term of
the agreement for an additional year, through December 31, 2002, and to a
reduction of his salary, the Company granted Mr. Reiss an option outside of the
Company's stock option plan to purchase up to 750,000 shares of Common Stock,
exercisable at any time through March 20, 2002, at a price of $5.00 per share.
The employment agreement, as amended, provides for Mr. Reiss to receive an
annual base salary as follows: $133,000 for the fiscal year ending December 31,
1997; $170,000 for the fiscal year ending December 31, 1998; and $205,000 for
the fiscal year ending December 31, 1999. The annual base salary for Mr. Reiss
for the fourth, fifth and sixth years of the employment agreement shall be for
amounts recommended by the Compensation Committee, but in no event less than
$205,000 per annum
<PAGE>
8
Effective January 1, 1997, the Company entered into employment agreements
with Joseph Scotti, Vice President-Sales and Marketing of Voice Products and Leo
Flotron, Vice President-Sales and Marketing of Videoconferencing Products of the
Company. The agreements expire on December 31, 1999 and each provide for the
following annual base salary: $104,000 for the fiscal year ending December 31,
1997; $114,000 for the fiscal year ending December 31, 1998; and $124,000 for
the fiscal year ending December 31, 1999. Additionally, Messrs. Scotti and
Flotron are each entitled to receive one-half of 1% of net sales of the Company,
paid biannually, during the term of their employment agreements. Effective
January 11, 1999 the employment agreements of Messrs. Scotti and Flotron were
extended to December 31, 2000. All material provisions of the existing
employment agreements continue except that stock options outside of the
Company's stock option plan were granted to each individual in the amount of
300,000 shares each; 150,000 vesting on December 31, 1999 and 150,000 vesting on
December 1, 2000. Vesting of the options are subject to continued employment
with the Company on the date of vesting. The exercise price of the option is
$.937 per share, the fair market value of a share of Common Stock on the date of
the grant.
The Company has agreed to secure, and pay the premiums on, a life insurance
policy on the life of Mr. Reiss, in the amount of $1,000,000, with the benefits
payable to his estate or designated beneficiary. The Company has also agreed to
provide Mr. Reiss with the use of an automobile. Mr. Reiss' employment agreement
entities him to participate in all Company pension and profit-sharing plans and
to receive an option to purchase an aggregate of up to 100,000 shares of Common
Stock under the Company's stock option plan. The Company has agreed to provide
each of Messrs. Scotti and Flotron with an automobile expense allowance of $500
per month.
The Company has the right to terminate the aforementioned employment
agreements for "cause" as defined in the employment agreements. The Company has
the right to terminate Mr. Reiss without cause, upon not less than 90 days'
prior written notice in the event that Mr. Reiss is unable to perform his
required duties for a period of 120 consecutive days due to "total and permanent
disability," as defined in the employment agreement. In such event, Mr. Reiss
shall be entitled to receive compensation for the remainder of the term of the
employment agreement. The Company may terminate the employment agreements of
Messrs. Scotti and Flotron without cause, upon not less than ten days' prior
written notice in the event that either Mr. Scotti or Mr. Flotron are unable to
perform their required duties for a period of 90 consecutive days due to "total
and permanent disability." In such event the employee shall be entitled to
compensation for the 90-day disability period. Each of the aforementioned
employees may terminate his employment with the Company at any time upon 90
days' prior written notice. In such event, the employee shall only be entitled
to the compensation due through the date of termination. Such employees have
also agreed not to disclose any confidential information of the Company during
the term of employment or thereafter. In addition, these employees have agreed
not to compete with the Company during the term of their employment and for a
period of one year after the date of termination of their employment with the
Company.
<PAGE>
9
OPTION GRANTS DURING THE FISCAL YEAR ENDED
DECEMBER 31,1998
The following table sets forth individual grants of stock options by the
Company pursuant to the Company's Stock Option Plan to the Named Executive
Officers during the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
Number of % of Total
Securities Options Granted
Underlying to Employees in Exercise Expiration
Name Options Granted# Fiscal Year Price ($/sh.) Date
- ---- ---------------- ---------------- ------------- ----------
<S> <C> <C> <C> <C>
Richard Reiss 80,000 29.9% $1.305 June 19, 2003
Leo Flotron 20,000 7.4% 1.1875 June 19, 2003
Joseph Scotti 20,000 7.4% 1.1875 June 19, 2003
</TABLE>
The options set forth in the table above were granted on June 19, 1998, and
become exercisable on June 19, 1999, so long as the option holder is
continuously employed from the date of grant to the date of exercisability. The
exercise price of the options is equal to the fair market value of a share of
Common Stock on the date of grant, except for the incentive stock options to
purchase 80,000 shares of Common Stock granted to Mr. Reiss which is equal to
110% of the fair market value on the date of grant.
AGGREGATED OPTION EXERCISES IN LAST FISCAL
YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth information with respect to the Named Executive
Officers regarding the exercise of options during the last fiscal year and
unexercised options held at the end of the fiscal year ended December 31, 1998.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED VALUE FISCAL YEAR END FISCAL YEAR END
ON EXERCISE REALIZED EXERCISABLE/ EXERCISABLE
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------- --------------- ----------------
<S> <C> <C> <C> <C>
Richard Reiss -- -- 790,000/140,000 0/0
Leo Flotron -- -- 83,000/32,000 0/0
Joseph Scotti -- -- 83,000/32,000 0/0
</TABLE>
- ----------
(1) Based on the closing bid price per share of Common Stock on the OTC
Electronic Bulletin Board on December 31,1998 of $0.75, no options were
in-the-money.
<PAGE>
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Company leases office and warehouse facilities from Vitamin Realty
Associates, L.L.C., a limited liability company, which is 10% owned by Eric
Friedman, a director and shareholder of the Company. This lease is for a period
of five years and expires on May 31, 2002. The base rental for the premises
during the term of the lease is $87,040 per annum plus operating expenses. The
Company has an option to renew the lease for an additional five year term
PROPOSAL NO. 2 RATIFICATION OF THE
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of the Company has appointed the firm of BDO
Seidman, LLP as independent auditors to audit the consolidated financial
statements of the Company and its subsidiaries for the fiscal year ending
December 31, 1999, subject to ratification by the stockholders of the Company.
A member of BDO Seidman, LLP is expected to be present at the Annual
Meeting and to be provided with an opportunity to make a statement if such
member desires to do so and to be available to respond to appropriate questions
from stockholders.
Recommendation and Vote
Approval of the Independent Auditor Proposal requires the affirmative vote
of a majority of the votes cast by holders of Common Stock entitled to vote at
the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE APPROVAL OF THE INDEPENDENT AUDITORS PROPOSAL.
CHANGE OF AUDITORS
On February 16, 1998, the certified public accounting firm of Schneider
Ehrlich & Wengrover, LLP ("Schneider") resigned as independent accountants of
the Company by mutual agreement with the Company.
On February 16, 1998, the Audit Committee of the Company's Board of
Directors approved the engagement of BDO Seidman, LLP as the Company's principal
accountant to audit the Company's financial statements.
During the Company's fiscal years ended December 31, 1997 and 1996 and the
period from January 1, 1998 to February 16, 1998, there were no disagreements
between the Company and Schneider on any matter of accounting principles or
practices, financial statements disclosure
<PAGE>
or auditing scope or procedure.
For the Company's fiscal years ended December 31, 1997 and 1996, the
principal accountant's report on the financial statements of the Company did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
For the Company's fiscal years ended December 31, 1997 and 1996, Schneider
did not advise the Company of any of the following:
(i) Internal controls necessary for the Company to develop reliable
financial statements did not exist;
(ii) Information had come to Schneider's attention that led it to no
longer be able to rely on management's representations, or that had made it
unwilling to be associated with the financial statements prepared by
management;
(iii) The need to expand significantly the scope of its audit or that
information had come to its attention that if further investigated may: (1)
materially impact the fairness or reliability of either a previously issued
audit report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal period(s) subsequent
to the date of the most recent financial statements covered by an audit
report or (2) cause it to be unwilling to rely on management's
representations or be associated with the Company's financial statements,
or
(iv) information had come to its attention that it had concluded
materially impacted the fairness or reliability of either (1) previously
issued audit report or the underlying financial statements or (2) the
financial statements issued to or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial statements
covered by an audit report.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals to be included in the Company's proxy statement with
respect to the 2000 Annual Meeting of Stockholders must be received by the
Company at its executive offices located at 225 Long Avenue, Hillside, New
Jersey 07205 no later than December 30, 1999.
DISCRETIONARY AUTHORITY
A duly executed proxy given in connection with the Company's 2000 Annual
Meeting of Stockholders will confer discretionary authority on the proxies named
therein, or any of them, to vote at such meeting on any matter of which the
Company does not have written notice on or
<PAGE>
12
before March 14, 2000, without advice in the Company's proxy statement as to the
nature of such matter.
OTHER BUSINESS OF THE MEETING
The Company is not aware of any matters to come before the Annual Meeting
other than those stated in this Proxy Statement. However, inasmuch as matters of
which management of the Company is not now aware may come before the Annual
Meeting or any adjournment thereof the proxies confer discretionary authority
with respect to acting thereon, and the persons named in such proxies intend to
vote, act and consent in accordance with their discretion with respect thereto.
ADDITIONAL INFORMATION
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED
DECEMBER 31,1998, MAY BE OBTAINED WITHOUT CHARGE BY ANY STOCKHOLDER TO WHOM THIS
PROXY STATEMENT IS SENT, UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER,
ALL COMMUNICATIONS CORPORATION, 225 LONG AVENUE, P.O. BOX 794, HILLSIDE, NEW
JERSEY 07205 ANY SUCH COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB SO
FURNISHED WILL NOT INCLUDE ANY EXHIBITS THERETO, BUT WILL BE ACCOMPANIED BY A
LIST BRIEFLY DESCRIBING ALL SUCH EXHIBITS, AND THE COMPANY WILL FURNISH ANY SUCH
EXHIBIT UPON REQUEST AND UPON PAYMENT OF THE FEE THEREFOR.
<PAGE>
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
ALL COMMUNICATIONS CORPORATION
May 28, 1999
Please Detach and Mail in the Envelope Provided
|X| Please mark your
votes as in this
example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
FOR ALL
NOMINEES
(except as indicated
to the contrary below.) WITHHOLD
1. Election of Directors: |_| |_|
Nominees: Eric Friedman
Peter Maluso
IF YOU DO NOT WISH YOUR SHARED VOTES "FOR" A PARTICULAR NOMINEE(S), MARK
THE "FOR ALL NOMINEES" BOX ABOVE AND STRIKE A LINE THROUGH THE NAME(S) OF
THE NOMINEE(S) YOU DO NOT WISH TO VOTE FOR. YOUR SHARES WILL BE VOTED FOR
THE REMAINING NOMINEE(S).
2. Ratification of the selection of BDO FOR AGAINST ABSTAIN
Seidman LLP as Independent auditors |_| |_| |_|
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. THIS PROXY WHEN PROPERLY
EXECUTED WILL BE VOTED AS DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
Mark box at right for address change and note changes made. |_|
Please be sure to sign and date this proxy
<PAGE>
ALL COMMUNICATIONS CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS ON MAY 28, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Kate Shuster and Maureen Rini, and each of
them, with full power of substitution and power to act alone, as proxies to vote
all of the shares of Common Stock which the undersigned would be entitled to
vote if personally present and acting at the Annual Meeting of Stockholders of
All Communications Corporation, to be held May 28, 1999, and at any adjournment
or adjournments thereof, on the matters set forth on the reverse side and such
other matters as may properly come before the meeting.
