SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
CYBERTEL COMMUNICATIONS CORP.
(Name of Registrant as Specified in its Charter)
N/A
(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)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0.
[ ] 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: $0.
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
<PAGE>
CYBERTEL COMMUNICATIONS CORP.
4320 La Jolla Village Drive, Suite 205
San Diego, California 92122
(858) 646-7410
___________________
PROXY STATEMENT
___________________
PURPOSE
This Proxy Statement is being furnished in connection with the
solicitation of proxies by the Board of Directors of Cybertel Communications
Corp., a Nevada corporation ("Cybertel" or the "Company"), to be voted at the
annual meeting of stockholders of the Company (the "Meeting"). The Meeting is
to be held at the Luxor Hotel, 3900 Las Vegas Blvd. South, Las Vegas, Nevada
89119, on December 21, 2000, at 10:00 a.m., Pacific Standard Time. The
accompanying Notice of Annual Meeting of Stockholders, this Proxy Statement,
the enclosed Proxy and the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1999 (the "Annual Report"), will be first mailed to
stockholders on or before December 11, 2000.
(1) The names of each of the Company's current directors, except
Paul J. Mills, who has indicated that he will not be continuing as a director,
and the nominees to become directors as outlined under the caption "Election
of Directors" will be submitted to the stockholders at the Meeting for the
purpose of a vote to retain and/or elect each such director or nominee to
serve until his successor is elected at the next annual meeting of
stockholders or until his prior death, resignation or termination and the
qualification of his successor; and (2) the Company's Board of Directors has
unanimously resolved to adopt the Company's 2000 Stock Option Plan, which will
also be submitted to the Company's stockholders at the Meeting.
The cost of preparing, printing and mailing each of these documents
and of the solicitation of proxies will be borne by the Company. Solicitation
will be made by mail. The Company will request brokers, custodians, nominees
and other like parties to forward copies of proxy soliciting materials and the
Annual Report to beneficial owners of the Company's $0.001 par value common
stock (the "Common Stock") and will reimburse these parties for their
reasonable and customary charges or expenses.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF THE ELECTION OF
THE DIRECTORS AND/OR NOMINEES TO BECOME DIRECTORS AND THE ADOPTION OF THE
COMPANY'S 2000 STOCK OPTION PLAN.
RECORD DATE AND OUTSTANDING SHARES
The Board of Directors has fixed November 16, 2000, as the record
date for the determining the holders of Common Stock entitled to notice of and
to vote at the Meeting. At the close of business on that date, there were
5,973,021 shares of Common Stock outstanding and entitled to vote.
PROXIES AND REVOCABILITY OF PROXIES
The enclosed Proxy is being solicited by the Board of Directors for
use at the Meeting and any adjournments thereof and will not be voted at any
other meeting. All proxies that are properly executed, received by the
Company prior to or at the Meeting, and not properly revoked will be voted at
the Meeting or any adjournment thereof in accordance with the instructions
given therein.
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the President of the Company, at or before the taking of the
vote at the Meeting, a written notice of revocation bearing a later date than
the date of the Proxy; (ii) duly executing a subsequent proxy relating to the
same shares and delivering it to the President of the Company before the
Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute a revocation of
a Proxy). Any written notice revoking a Proxy should be sent to Cybertel
Communications Corp., 4320 La Jolla Village Drive, Suite 205, San Diego,
California 92112, Richard D. Mangiarelli, President, or hand delivered to the
President, at or before the taking of the vote at the Meeting.
QUORUM, VOTING AND VOTE REQUIRED FOR APPROVAL
The presence in person or by proxy of a majority of the total number
of outstanding shares of Common Stock entitled to vote at the Meeting is
required to constitute a quorum for the transaction of business at the
Meeting. Abstentions and broker non-votes will be considered represented at
the Meeting for the purpose of determining the presence of a quorum.
The shares represented by each Proxy will be voted in accordance
with the instructions given therein. Where no instructions are indicated, the
Proxy will be voted in favor of all matters to be voted upon as set forth in
the Proxy and, at the discretion of the persons named in the Proxy, on any
other business that may properly come before the Meeting.
Under applicable law and the Company's Bylaws, if a quorum is
present at the Meeting, the five nominees for election to the Board of
Directors who receive the plurality of votes cast for the election of
directors by the shares present in person or represented by proxy will be
elected directors. Each stockholder will be entitled to one vote for each
share of Common Stock held and will not be entitled to cumulate votes in the
election of directors.
All other matters submitted to a vote of the stockholders at the
Meeting, including the 2000 Stock Option Plan, will be approved, if a quorum
is present, and if a majority of votes cast at the Meeting in person or by
proxy vote in favor thereof.
SHAREHOLDERS PROPOSALS
We anticipate that Cybertel will hold its next annual meeting of
stockholders in May, 2001. All proposals that stockholders desire to submit
for consideration by the stockholders and for inclusion in Cybertel's Proxy or
Information Statement for presentation at the next annual meeting must be
received by Cybertel before December 31, 2000. In addition, stockholders
desiring to submit matters for inclusion in that Proxy or Information
Statement must comply with the procedures set forth in the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial present interest, direct or indirect, by security holdings
or otherwise, other than the election to office in the Election of Directors,
or in the adoption of the 2000 Stock Option Plan, which is not shared by all
other stockholders; however, these person may become future participants in
the 2000 Stock Option Plan, though no options thereunder have presently been
granted. See the caption "2000 Stock Option Plan."
SECURITIES HOLDINGS OF MANAGEMENT AND OTHER PRINCIPAL HOLDERS
Security Ownership of Principal Holders and Management.
-------------------------------------------------------
To the knowledge of management and based upon a review of the stock
ledger maintained by Cybertel's transfer and registrar agent, Pacific Stock
Transfer of Las Vegas, Nevada, which indicated that there 5,973,021 shares
outstanding on the record date, the following table sets forth the beneficial
ownership of persons who own more than 5% of Cybertel's Common Stock as of
that date, and the share holdings of management and nominees to become
directors:
Positions Number and Percentage
Name and Address Held of Shares Beneficially Owned
---------------- ---- ----------------------------
Richard D. Mangiarelli (1) CEO, President 115,000 - 1.92%
4320 La Jolla Village Dr. and Director
Suite 205
San Diego, California
92122
Paul J. Mills (2) Chairman, Director 290,000 - 4.85%
4320 La Jolla Village Dr. and Secretary
Suite 205
San Diego, California
92122
John E. Jordan (3) Director 24,000 - 0.40%
4320 La Jolla Village Dr.
Suite 205
San Diego, California
92122
Kevin P. Johnson Nominee 282,448 - 4.72%
4320 La Jolla Village Dr.
Suite 205
San Diego, California
92122
Bruce G. Caldwell, Ed.D. Nominee 106,250 - 1.77%
4320 La Jolla Village Dr.
Suite 205
San Diego, California
92122
Paul Ferandell Nominee 20,000 - 0.33%
4320 La Jolla Village Dr.
Suite 205
San Diego, California
92122
(1) The 6M Family Trust, which is controlled by Mr.
Mangiarelli's family, owns these shares. This computation of
ownership excludes 1,000,000 shares underlying certain stock
options granted to Mr. Mangiarelli in January, 2000, that have
a $5.00 exercise price, a 5-year life and vested on the date
of the grant, and 1,000,000 shares underlying certain stock
options granted to Mr. Mangiarelli in November, 2000, that
have a $0.90 exercise price, a 5-year life and vested on the
date of the grant because these options have not been
exercised and the underlying shares cannot be voted at the
Meeting or considered for determining whether a quorum is
present at the Meeting. See the caption "Executive
Compensation."
(2) Mr. Mills' adult children hold 190,000 of these shares, and Mr.
Mills may be deemed to have voting control over these shares.
(3) The Jordan Family Trust owns these shares, and the
Jordan Family Trust is controlled by Mr. Jordan.
Contractual Arrangements Regarding Changes in Control and Changes in Control
Since the Beginning of the Last Fiscal Year.
--------------------------------------------
There are no present arrangements or understandings which may result
in a change in control of Cybertel, and there has been no change in the
control of Cybertel since the beginning of its current fiscal year, January 1,
2000.
ELECTION OF DIRECTORS
The Board of Directors of Cybertel will consist of five directors,
each of whom will be elected at the Meeting to serve until his successor is
elected at the next annual meeting of stockholders or until his prior death,
resignation or removal and the qualification of his successor.
Business Experience of Nominees for Election of Directors.
----------------------------------------------------------
Richard D. Mangiarelli, Chief Executive Officer, President and
Director. Mr. Mangiarelli is 59 years old. In 1985, he founded USA Energy
Corporation, a licensed general and electrical contractor dedicated to energy
conservation contracting. He was the Chief Operating Officer of Fulham
Company, an electronic ballast manufacturer, from 1993 to 1995. Mr.
Mangiarelli holds a BA degree from the University of Connecticut and an MBA
degree from Pepperdine University. He is a licensed general contractor and
licensed electrical contractor and is retired from the United States Marine
Corps at the rank of Colonel.
John E. Jordan, Director. Mr. Jordan is 63 years of age. In 1959,
he founded the Jordan Companies, a group of privately held, diversified
companies engaged in energy related engineering, manufacturing and marketing
activities, defense and aerospace consulting and international negotiations.
Kevin P. Johnson, Director. Mr. Johnson is 46 years of age. He
most recently served as President and CEO of Walsh-Lowe Group, one of the
country's most recognized telecommunications consulting firms where he
directed the activities of 125 professional consultants. Prior to joining
Walsh-Lowe, Mr. Johnson developed the premises equipment consulting practice
for Telco Research Corporation where his clients included General Motors,
Federal Express and many Fortune 500 companies.
Bruce G. Caldwell, Ed.D., Director. Dr. Caldwell is 59 years of
age. Dr. Caldwell is the owner of CeramixGolf.com, a golf club manufacturing
firm in Carlsbad, California. After retiring from a career in education that
spanned 25 years, Dr. Caldwell became the Vice President of National Sales for
Public Storage Incorporated and was a Registered Principal with P.S.
Securities. He retired from that career after 10 years of service. He was
also a partner in the ownership of Conroy's Flowers, a national flower
franchise company. He sold his interest in Conroy's Flowers and became the
Vice President of Development for Pixel Inc., a digital multi-media production
firm.
Paul Ferandell, Director. Mr. Ferandell is 56 years of age. He
founded Ferandell Tennis Courts, Inc. in 1975 and has five offices located
throughout California that service the building, resurfacing and maintaining
of commercial and residential tennis courts throughout the State of
California.
Family Relationships Between any Current Director or Executive Officer or a
Nominee to Become a Director.
-----------------------------
There are no family relationships between any current director or
executive officer or any nominee for the Election of Directors.
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
To the knowledge of management, all reports required to be filed by
members of management or 10% stockholders of the Company under Section 16(a)
of the Exchange Act have been timely filed.
Involvement in Certain Legal Proceedings.
-----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Certain Relationships and Related Transactions.
-----------------------------------------------
Except for the 1,000,000 share stock option granted to Mr.
Mangiarelli in January, 2000, and the 1,000,000 share stock option granted to
Mr. Mangiarelli in November, 2000, that are outlined under the heading
"Executive Compensation," and except for the issuance of 30,000 shares of
Common Stock to the 6M Family Trust which is controlled by Mr. Mangiarelli's
family on March 29, 1999, in consideration of $3,900, there have been no
material transactions, series of similar transactions or currently proposed
transactions to which the Company and any director, nominee for election as a
director, executive officer, 5% stockholder or associate of any of these
persons has been party during the past two calendar years.
Executive Compensation.
-----------------------
The following table shows the cash compensation paid by the Company,
as well as other compensation of the Company's Chief Executive Officer,
President and directors for the calendar years ended December 31, 1998 and
1999:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
Other ities All
Name and Year or Annual Rest- Under- LTIP Other
Principal Period Salary Bonus Compen- ricted lying Pay- Comp-
Position Ended ($) ($) sation Stock Options outs ensat'n
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard D. 12/31/98 -0- -0- -0- -0- -0- -0- -0-
Mangiarelli, 12/31/99 49,038 -0- -0- -0- -0- -0- -0-
President,
CEO and Director
Paul J. 12/31/98 -0- -0- -0- -0- -0- -0- -0-
Mills, 12/31/99 -0- -0- -0- -0- -0- -0- -0-
Secretary
and Chairman
John E. 12/31/98 -0- -0- -0- -0- -0- -0- -0-
Jordan, 12/31/99 -0- -0- -0- -0- -0- -0- -0-
Director
</TABLE>
The Company did not issue or grant any cash compensation, deferred
compensation or long-term incentive plan awards to its management during the
years ended December 31, 1999 or 1998. In April, 1999, the Company began
paying its Chief Executive Officer and President, Richard D. Mangiarelli, an
annual salary of $75,000. As of December 31, 1999, the Company had paid Mr.
Mangiarelli $49,038 in salary. Effective October 1, 1999, the Company
increased Mr. Mangiarelli's salary to $200,000 per year.
In January, 2000, the Company granted Mr. Mangiarelli stock options
to acquire 1,000,000 shares of Common Stock that have a $5.00 exercise price,
a 5-year life and that vested on the date of the grant. None of these options
have been exercised.
On November 28, 2000, the Company also granted Mr. Mangiarelli
stock options to acquire 1,000,000 shares of Common Stock that have a $0.90
per share exercise price, a 5-year life and that vested on the date of the
grant. The exercise price was 110% of the market price at the time of the
grant. None of these options have been exercised.
Compensation of Directors.
--------------------------
We do not have any arrangements to compensate our directors for any
services provided as a director. We do not pay any additional amounts to our
directors for committee participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
-------------
On October 1, 1999, the Company entered into Employment Agreements
with Richard D. Mangiarelli, James Boring and Richard Schmidt. Each of these
agreements lasts for a period of three years. Upon the first anniversary of
each Employment Agreement, and each anniversary afterward, each will be
automatically extended unless the Company gives each employee written notice
to the contrary within 30 days of the anniversary date. Mr. Mangiarelli
receives a salary of $200,000, and Mr. Boring's salary is $72,000 per year.
From October 1, 1999, to January 31, 2000, Mr. Schmidt's salary was $5,000 per
month. On February 1, 2000, it increased to $100,000 per year. Messrs.
Mangiarelli, Boring and Schmidt are also entitled to the same benefits that
other Cybertel executives receive, including paid vacation, paid holidays and
leaves of absence. In addition, the Company agreed to issue 100,000
"unregistered" and "restricted" shares of its Common Stock to Mr. Schmidt in
36 equal monthly installments, beginning November 1, 1999.
The Employment Agreements also permit Messrs. Mangiarelli, Boring
and Schmidt to receive 90 days' salary if Cybertel terminates them without
good reason, and a lump sum payment within 30 days of termination if Cybertel
terminates them for good reason. Other than these provisions, the Company does
not have any employment contracts, compensatory plans or arrangements which
would result in payments to any director or executive officer because of his
or her resignation, retirement or other termination of employment with the
Company or its subsidiaries, any change in control of Cybertel or a change in
the person's responsibilities following a change in control of Cybertel.
INDEPENDENT PUBLIC ACCOUNTANTS
Malone & Bailey, PLLC, have been selected by the Board of Directors
to audit the Company's financial statements for the year ended December 31,
2000. They audited the financial statements of the Company for the years
ended December 31, 1999 and 1998. It is not anticipated that a representative
of Malone & Bailey will be present at the Meeting.
2000 STOCK OPTION PLAN
General.
--------
This 2000 Stock Option Plan ("the Incentive Plan"), which was
adopted by the Board of Directors as of April 1, 2000, is intended to serve as
an incentive to, and has as one of its purposes the encouragement of stock
ownership by certain eligible participants rendering services to the Company
and certain affiliates so that they may acquire or increase their proprietary
interest in the Company.
Administration.
---------------
The Incentive Plan will be administered by the Board of Directors and
a Committee of no fewer than two Board members, both of whom will be "non-
employee directors" under Rule 16b-3 under the Exchange Act and "outside
directors" under Internal Revenue Code ("Code") Section 162(m).
The Committee has the power to grant options under the Incentive Plan
to eligible participants, and shall have complete authority: (i) to interpret
the Incentive Plan; (ii) to prescribe, amend and rescind the rules and
regulations to the Incentive Plan; (iii) to determine the details and
provisions of any Stock Option Agreement; (iv) to accelerate any options
granted under the Incentive Plan; and (v) to make all other determinations
necessary or advisable for the administration of the Incentive Plan.
Shares Subject to the Incentive Plan.
-------------------------------------
Options.
--------
The Incentive Plan provides for the granting of options which are
intended to qualify as "incentive stock options" within the meaning of Code
Section 422, as well as non-statutory stock options which are intended not to
qualify as incentive stock options under the Code. The following is a
description of the permissible terms of options under the Incentive Plan.
Individual option grants may be more restrictive as to any or all of the
permissible terms below:
Eligibility. Incentive stock options may only be granted to
employees of the Company, or a parent or subsidiary of the
Company. No person shall be granted more than 500,000 options in
any one-year period.
Termination of Eligibility. If an optionee ceases to be employed
by the Company, or a parent or subsidiary, then all options
granted under the Incentive Plan to such optionee shall expire on
the date of the occurrence giving rise to termination of
eligibility or upon the date that the option expires by its
terms, whichever is earlier, and such option holder shall have no
rights with respects to any unexercised and un-vested options. If
an employee is fired for whatever reason, then he or she will no
longer be eligible for any benefits, and all benefits will expire
on the date of termination or the date that the employee leaves
employment, whichever is earlier.
In the event of death of an optionee, any option that has not
vested in the optionee as of the date of death or termination of
employment, whichever is earlier, shall immediately expire and
shall be null and void. No option shall be transferable by the
optionee.
No person shall be granted any Incentive Option to the extent
that the aggregate fair market value of the a stock (the "Stock")
as defined below to which such options are exercisable for the
first time by the optionee during any calendar year (under all
plans of the Company as determined under Section 422(d) of the
Code exceeds $100,000.
"Stock" shall be shares of the Company's authorized but unissued
or acquired or reacquired Common Stock. The aggregate number of
shares subject to outstanding options shall not exceed 2,500,000
shares of Stock at any time.
Terms and Conditions of Options. Any Incentive Option granted
pursuant to the Incentive Plan shall be evidenced by an agreement ("Stock
Option Agreement") in such form as the Committee shall determine that shall
comply with the following terms and conditions:
Option Exercise Price. Each option shall state the number of
shares of Stock to which it pertains and shall state the option
exercise price as determined by the Committee; provided however,
that: (i) the exercise price of any Incentive Option shall not be
less than the fair market value of the Stock; (ii) the exercise
price of any Incentive Option granted to any person who owns more
than 10% of the total combined voting power of all classes of the
Company's securities shall not be less than 110% of the fair
market value of the Stock; and (iii) the exercise price of any
Non-Qualified Option shall not be less than 85% of the fair
market value of the Stock. In the event that the fair market
value of the Stock declines below the price at which the option
is granted, the Committee shall have the authority to cancel or
modify the exercise price of an unexercised option.
Term of Option. The option term shall be set by the Committee at
the time of the grant, but shall not exceed five years from the
date of the grant.
Method of Exercise. An option shall be exercised by written
notice to the Company by the optionee, with payment of the option
price as outlined below.
Medium and Time of Payment. The option exercise price shall be
payable in full on or before the option exercise date in either
cash or certified bank or cashier's check. Full payment in
shares of Stock having a fair market value on the exercise date
in the amount equal to the option exercise price may also be made
on an exchange basis, through a special sale and remittance
pursuant to which the optionee shall provide written instruction
to (i) a Company-designated brokerage firm; and (ii) the Company
delivers the certificates for the purchased shares directly to
such brokerage firm in order to complete the sale. The Company
may also take any other method of payment complying with the
provisions of Section 422 of the Code with respect to Incentive
Options, provided that the terms of payment are established by
the Committee at the time of grant, and any other method of
payment established by the Committee with respect to Non-
Qualified Options.
Fair Market Value. The fair market value of a share of Stock on
any relevant date shall be determined in accordance with the
following provisions: (i) If the Stock at the time is neither
listed nor admitted to trading on any stock exchange nor traded
in the over-the-counter market, then the fair market value shall
be determined by the Committee after taking into account such
factors as the Committee shall deem appropriate; (ii) if the
Stock is not at the time listed or admitted to trading on any
stock exchange but is traded in over-the-counter market, then
the fair market value shall be the mean between the highest bid
and lowest asked price of one share of Stock; (iii) if the Stock
is at the time listed or admitted to trading on any stock
exchange, than the fair market value shall be the closing
selling price of one share of Stock on the date in question on
the stock exchange determined by the Committee to be the
primary market for the Stock, as such price is officially quoted
in the composite tape of transactions on such exchange, and if
there is no reported sale of Stock on such exchange on the date
in question, than the fair market value shall be the closing
selling price on the exchange on the last preceding date for
which such quotation exists.
Rights as a Shareholder. An optionee or successor shall have no
rights as a stockholder with respect to any Stock underlying any
option until the date of the issuance the Stock to such optionee
as evidenced by a certificate for such Stock. No adjustment
shall be made for dividends (ordinary or extraordinary, whether
in cash, securities, or other property) or distributions or other
rights for which the record date is prior to the date any
certificate representing Stock is issued, after exercise and
payment, except as provided below.
Modification, Extension, and Renewal of Options. Subject to the
terms and conditions of the Incentive Plan, the Committee may
modify, extend or renew outstanding options granted under the
Incentive Plan, or accept the surrender of outstanding options
and authorize the granting of new options in substitution
thereof.
Vesting and Restrictions. The Committee shall have complete
authority and discretion to set the terms, conditions,
restrictions, vesting schedules and any other provisions of any
option in the applicable Stock Option Agreement, and shall have
complete authority to require conditions and restrictions on any
Stock issued pursuant to this Incentive Plan.
Reload Stock Option. The Committee shall have sole discretion to
grant a "reload option" to qualified participants, who are
exclusively limited to employees of the Company, any parent or
any subsidiary.
Adjustments upon changes in capitalization.
-------------------------------------------
Subdivision or Consolidation. The number of shares of Stock
covered by each outstanding option and the exercise price
thereof, shall be proportionateley adjusted for any increase
or decrease in the number of outstanding shares of Stock of
the Company resulting from a subdivision or consolidation of
shares in a forward or reverse split.
Capital Restrictions. Upon a sale or exchange of all or
substantially all of the assets of the Company, or a merger or
consolidation in which the Company is not the surviving company,
or a merger, reorganization or consolidation in which the Company
is the surviving company and stockholders of the Company exchange
their Stock for securities or property, or a liquidation of the
Company as determined by the Committee ("Capital Transaction"),
this Incentive Plan and each option issued under this Incentive
Plan shall terminate, unless such options are assumed by a
successor Company in a merger or consolidation. All optionees
will have the right, during the 15 days prior to such Capital
Transaction, to exercise all vested options. Notwithstanding the
foregoing, in the event there is a merger or consolidation where
the Company is not the surviving Company, all options under this
Incentive Plan shall vest 30 days prior to such merger or
consolidation unless such options are assumed by the successor
company.
Adjustments. All adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and
conclusive.
If there are any required adjustments, the Company must deliver
notice of such action to each optionee, which notice shall set forth the
number of shares subject to option and the exercise price thereof resulting
from such adjustment. Any adjustment, assumption or substitution of an
Incentive Option shall comply with Section 425 of the Code, if applicable.
Non-assignability.
------------------
Options granted under this Incentive Plan may not be sold, pledged,
assigned or transferred in any manner (except that vested options can be
transferred by will or by the laws of intestate succession), and may be
exercised during the lifetime of an optionee only by an optionee. Any
transfer by the optionee of any option granted under this Incentive Plan in
violation of this provision shall void such option, and any Stock Option
Agreement entered into by the optionee and the Company regarding such
transferred option shall be void and have no further force or effect.
Miscellaneous.
--------------
The right of the Company and any successor company to terminate any
employee shall not be diminished or affected because an option has been
granted to such employee.
The Incentive Plan is effective on the date that the Incentive Plan
is adopted by the Board of Directors and options may be granted pursuant to
the Incentive Plan from time to time within a period of 10 years from such
date. Termination of the Incentive Plan shall not affect any option
theretofore granted.
The Board of Directors of the Company may, subject to any required
stockholder approval, suspend, discontinue or terminate the Incentive Plan, or
revise or amend it in any respect whatsoever with respect to any shares of
Stock at that time not subject to options.
The proceeds received by the Company from the sale of Stock pursuant
to options may be used for general corporate purpose.
The Company, during the term of this Incentive Plan, shall at all
times reserve and keep available such number of shares of Stock as shall be
sufficient to satisfy the requirements of the Incentive Plan.
The granting of an option shall not impose any obligations upon the
optionee to exercise such option.
The Incentive Plan shall not take effect until approved by the Board
of Directors. This Incentive Plan shall be approved by a vote of the
stockholders within 12 months from the date of approval by the Board of
Directors. In the event that stockholder approval is not obtained, all
options granted hereunder, wether vested or un-vested, shall be null and void.
Further, any Stock acquired pursuant to the exercise of any options under any
Stock Option Agreement may not count for purposes of determining whether
stockholder approval has been obtained.
Notwithstanding anything else to the contrary in this Incentive Plan
or any Stock Option Agreement, the exercise of an option shall be conditioned
upon payment by such optionee in cash, or other provisions satisfactory to the
Committee, of all local, state, federal or other withholding taxes applicable,
in the Committee's judgment, to the exercise or to later disposition of Stock
acquired upon exercise of an option.
No outstanding option can be accelerated to the extent that it would
be deemed to be an "excess parachute payment" under Section 280(G) of the
Code. Any such determination shall be in the sole and absolute discretion of
the Committee.
Notwithstanding anything contained herein, the Company shall not be
obligated to grant any option under this Incentive Plan or to sell, issue or
effect any transfer of any Stock unless such grant, sale, issuance or transfer
is at such time effectively: (i) registered or exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act"); and (ii)
qualified and exempt from qualifications under the California Corporate
Securities Law of 1968, and any other applicable state securities laws. Each
optionee shall make such representations as may be deemed appropriate by
counsel to the Company for its use to determine any available exemption from
registration under the Securities Act or qualification under any applicable
state securities law.
The certificates representing the Stock issued upon exercise of
options granted pursuant to this Incentive Plan will bear any legends required
by applicable securities laws, rules or regulations as determined by the
Committee.
Any notice to be given under the terms of the Incentive Plan shall
be addressed to the Company in care of its Secretary at its principal office,
and any notice to be given to an optionee shall be addressed to such optionee
at the address maintained at the Company.
ADDITIONAL INFORMATION
Additional information concerning Cybertel, including its reports
for the past twelve months, its 10-SB Registration Statement, as amended, and
its SB-2 Registration Statement, which have been previously filed with the
Securities and Exchange Commission, may be accessed though the EDGAR Archives,
at www.sec.gov. The Incentive Plan has been previously filed with the
Securities and Exchange Commission as an exhibit to its registration statement
on Form S-8, filed with the Securities and Exchange Commission on August 14,
2000, as Exhibit No. 4.3, and is incorporated herein by reference. The
Company's Annual Report accompanies this Proxy Statement.
EXHIBIT INDEX
13 10-KSB Annual Report for the year ended December 31, 1999.
99.1 10-SB Registration Statement, as amended, filed with the Securities
and Exchange Commission on August 2, 1999.*
99.2 SB-2 Registration Statement, as amended, filed with the Securities and
Exchange Commission on May 5, 2000.*
99.3 2000 Stock Option Plan.*
* Incorporated herein by reference.
By Order of the Board of Directors,
December 11, 2000 Richard D. Mangiarelli
San Diego, California Chief Executive Officer,
President and Director
<PAGE>
APPENDIX "A"
PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
CYBERTEL COMMUNICATIONS CORP.
TO BE HELD DECEMBER 21, 2000
By completing and returning this Proxy to Cybertel Communications
Corp. (the "Company"), you will be designating Richard D. Mangiarelli, the
President of the Company, to vote all of your shares of the Company's Common
Stock as indicated below.
Please complete this Proxy by clearly marking the appropriate
column(s), filling out the stockholder information and dating below, and
return to the Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 - ELECTION OF DIRECTORS. Shall the following persons be
elected to serve on the Company's Board of Directors until their successors
are elected at the next annual meeting of stockholders or until their prior
death, resignation or termination and the qualification of their successors?
YES NO ABSTAIN
(1) Richard D. Mangiarelli ____ ____ ____
(2) John E. Jordan ____ ____ ____
(3) Bruce G. Caldwell ____ ____ ____
(4) Kevin P. Johnson ____ ____ ____
(5) Paul Ferandell ____ ____ ____
PROPOSAL 2 - ADOPTION OF 2000 STOCK OPTION PLAN. Shall the Company
adopt the 2000 Stock Option Plan reserving up to 2,500,000 shares of Common
Stock for issuance to certain key employees?
YES NO ABSTAIN
____ ____ ____
The undersigned hereby acknowledges receipt of the Company's Proxy
Statement dated December 11, 2000, and expressly revokes any and all
proxies heretofore given or executed by the undersigned with respect to the
shares of Common Stock represented in this Proxy. (Please sign exactly as
your name appears on your stock certificate(s). Joint owners should both
sign. If signing in a representative capacity, give full titles and attach
proof of authority unless already on file with the Company.)
Dated: ____________, 2000 _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This Proxy is being solicited by, and the above-referenced proposals
are being proposed by, the Board of Directors of the Company. The proposals
to be voted on are not related to or conditioned on the approval of any other
matter. You may revoke this Proxy at any time prior to the vote thereon.
As of November 16, 2000, which is the record date for determining
the stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a proxy that is
executed and returned to the Company, it will be voted "FOR" the election of
the above-named persons as directors and "FOR" the adoption of the 2000 Stock
Option Plan as set forth above. Unless indicated below, by completing and
returning this Proxy, the stockholder grants to Mr. Mangiarelli the discretion
to vote in accordance with his best judgment on any other matters that may be
presented at the Meeting.
____ Withhold discretion to vote on any other matter presented at
the Meeting.
<PAGE>
APPENDIX B
CYBERTEL COMMUNICATIONS CORP.
4320 La Jolla Village Drive, Suite 205
San Diego, California 92122
(858) 646-7410
December 11, 2000
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 21, 2000
TO ALL STOCKHOLDERS:
NOTICE is hereby given that the annual meeting (the "Meeting") of
the stockholders of Cybertel Communications Corp., a Nevada corporation
("Cybertel" or the "Company") has been called to be held at the Luxor Hotel,
3900 Las Vegas Blvd. South, Las Vegas, Nevada 89119, on December 21, 2000, at
10:00 a.m., Pacific Standard Time, for the following purposes:
1. To elect directors for the coming year;
2. To consider and act upon the 2000 Stock Option Plan adopted by
the Board of Directors; and
3. To conduct such other business as may properly come before the
Meeting.
The Board of Directors set 5:00 o'clock p.m. on November 16, 2000,
as the record date for the purpose of determining the stockholders of the
Company who shall be entitled to notice of and to vote at the Meeting.
San Diego, California
December 11, 2000
Cybertel Communications Corp.
BY ORDER OF THE BOARD OF DIRECTORS
