<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SYMPLEX 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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101
SEC 1913 (3-99)
<PAGE>
SYMPLEX COMMUNICATIONS CORPORATION
35 Research Drive
Ann Arbor, MI 48103
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 10, 2000
To Our Stockholders:
The Annual Meeting of Stockholders of Symplex Communications Corporation, a
Delaware corporation (the "Company"), will be held on May 10, 2000 at 10:00
a.m., Eastern Daylight Time, at Conlin, McKenney & Philbrick, P.C., 350 South
Main, Suite 400, Ann Arbor, MI 48104, for the following purposes, all of which
are more completely set forth in the accompanying Proxy Statement.
1. To elect one (1) director to the Board of Directors of the Company (to
be elected by the holders of Series A Convertible Preferred Stock of the
Company).
2. To ratify the appointment of Ehrhardt, Keefe, Steiner & Hottman, LLP as
the Company's auditors for the fiscal year ending December 31, 2000.
3. To transact such other business as may properly come before the meeting,
or any adjournment thereof.
Pursuant to the terms of the Company's Certificate of Incorporation, the
holders of the Company's Series A Convertible Preferred Stock are entitled to
elect one member to the Company's Board of Directors. The director nominee for
that seat receiving the highest number of votes in favor of election from the
holders of Series A Convertible Preferred Stock will be elected to a one year
term. The other four seats on the Board of Directors were filled by those
director nominees receiving the highest number of votes in favor of election
from the holders of Common Stock and Series A Convertible Preferred Stock
(voting as a single class) at the 1999 Annual Meeting and serve two and three
year terms. In order for the other proposals listed above to be approved, each
proposal must be approved by the affirmative vote of holders of a majority of
shares Common Stock and Series A Convertible Preferred Stock (voting as a single
class).
All Common Stockholders and all Preferred Stockholders are cordially
invited to attend the meeting, although only Common and Preferred Stockholders
of record at the close of business on April 5, 2000 will be entitled to notice
of, and to vote at, the meeting or any and all adjournments thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Thomas Radigan
Secretary of the Corporation
April 17, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. YOUR
PROMPT RETURN OF THE PROXY WILL HELP TO ASSURE A QUORUM AT THE MEETING AND AVOID
ADDITIONAL COMPANY EXPENSE FOR FURTHER SOLICITATION. YOUR PROXY MAY BE REVOKED
AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
SYMPLEX COMMUNICATIONS CORPORATION
35 Research Drive
Ann Arbor, MI 48103
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
May 10, 2000
SOLICITATION OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Symplex Communications Corporation, a
Delaware corporation ("Symplex" or the "Company"), for use at the Annual Meeting
of Stockholders of the Company to be held on May 10, 2000 at 10:00 a.m., Eastern
Daylight Time, at Conlin, McKenney & Philbrick, P.C., 350 South Main, Suite 400,
Ann Arbor, MI 48104, and at any and all adjournments of such meeting.
If the enclosed Proxy Card is properly executed and returned in time to be
voted at the meeting, the shares of Common Stock and Series A Convertible
Preferred Stock represented will be voted in accordance with the instructions
contained therein. Executed proxies that contain no instructions will be voted
FOR each of the proposals described herein. Abstentions (proxies not returned)
and broker non-votes will be treated as stockholders absent from the Annual
Meeting. The proxies will be tabulated and votes counted by Pacific Trust
Company. It is anticipated that this Proxy Statement and the accompanying Proxy
Card will be mailed to the Company's stockholders on or about April 17, 2000.
Stockholders who execute proxies for the Annual Meeting may revoke their
proxies at any time prior to their exercise by delivering written notice of
revocation to the Company, by delivering a duly executed Proxy Card bearing a
later date, or by attending the meeting and voting in person.
The costs of the meeting, including the costs of preparing and mailing the
Proxy Statement and Proxy, will be borne by the Company. Additionally, the
Company may use the services of its Directors, officers and employees to solicit
proxies, personally or by telephone, but at no additional salary or
compensation. The Company will also request banks, brokers, and others who hold
shares of Common Stock and Series A Preferred Stock of the Company in nominee
names to distribute proxy soliciting materials to beneficial owners, and will
reimburse such banks and brokers for reasonable out-of-pocket expenses which
they may incur in so doing.
OUTSTANDING CAPITAL STOCK
The record date for stockholders entitled to vote at the Annual Meeting is
April 5, 2000. At the close of business on that day, there were (i)8,676,743
shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), outstanding and entitled to vote at the meeting, and (ii) 1,224,490
shares of the Company's Series A Convertible Preferred Stock, $.01 par value per
share (the "Series A Preferred Stock"), outstanding and entitled to vote at the
meeting. The Series A Preferred Stock is convertible into Common Stock of the
Company on a one-for-one basis, and the holders thereof are entitled to vote on
all matters presented to the stockholders of the Company for their action or
consideration.
<PAGE>
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of Common Stock and Series A Preferred Stock is necessary to
constitute a quorum for each matter voted upon at the Annual Meeting. In
deciding all questions, each holder of Common Stock and Series A Preferred Stock
is entitled to one vote, in person or by proxy, for each share held in his or
her name on the record date. Abstentions and broker non-votes, if any, will not
be included in vote totals and, as such, will have no effect on any proposal.
ACTION TO BE TAKEN AT THE MEETING
The accompanying proxy, unless the stockholder otherwise specifies in the
proxy, will be voted (i) FOR the election of each of the nominees named herein
for the office of director; (ii) FOR the selection of Ehrhardt, Steiner, Keefe &
Hottman, LLP, independent public accountants, as the auditors of the Company for
the fiscal year ending December 31, 2000; and (iii) at the discretion of the
proxy holders, on any other matter that may properly come before the meeting or
any adjournment thereof.
Where stockholders have appropriately specified how their proxies are to be
voted, they will be voted accordingly. If any other matter of business is
brought before the meeting, the proxy holders may vote the proxies at their
discretion. The Directors do not know of any such other matter or business.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of the Company as of April 5, 2000, each person known by
the Company to own beneficially more than 5% of the outstanding Common Stock and
Common Stock Equivalents, certain executive officers, each Director and Director
nominee of the Company, and all Directors and executive officers as a group.
Except as may be indicated in the footnotes to the table and subject to
applicable community property laws, the Company believes that each of such
persons has the sole voting and dispositive power over the shares held by him or
her except as otherwise indicated.
Number of
Name and Address Common Shares Percent of
Of Beneficial Owner Beneficially Owned Outstanding Shares
- ------------------- ------------------ ------------------
Surinder S. Chandok(1) 1,233,990(2) 12.8%
35 Research Drive
Ann Arbor, MI 48103
H&W Land Co. 975,000(3) 10.1%
33900 Concord
Livonia, MI 48150
Opus Capital, LLP(4) 771,667(5) 8.0%
1113 Spruce Street, Ste. 400
Boulder, CO 80302
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Opus Capital Fund, LLC(6) 771,667 8.0%
1113 Spruce Street, Ste. 400
Boulder, CO 80302
Gary R. Brock 686,667(7) 7.1%
35 Research Drive
Ann Arbor, MI 48103
Thomas Radigan 119,773(8) 1.2%
35 Research Drive
Ann Arbor, MI 48103
Thomas R. Mayer. 107,000(9) 1.1%
35 Research Drive
Ann Arbor, MI 48103
Patricia Kalmbach 47,000(9) *
35 Research Drive
Ann Arbor, MI 48103
All directors and executive
officers as a group
(five persons) 2,194,430(10) 22.8%
- ----------------------------------------
*Less than one percent.
(1) Became beneficial owner of shares of Common Stock and director in February
1999 after completion of a private placement by the Company.
(2) Includes 1,224,490 preferred shares convertible on demand into an
equivalent amount of common shares. Includes options to purchase 9,500
common shares, which are currently exercisable or become exercisable within
60 days.
(3) Includes warrants to purchase 350,000 common shares, which are currently
exercisable or become exercisable within 60 days.
(4) The general partners of Opus Capital, LLP are Dieter Heidrich and Daryl
Yurek, 1113 Spruce Street, Boulder, CO 80302.
(5) Opus Capital, LLP is the manager of Opus Capital Fund, LLC (the "Fund").
Includes 771,667 common shares owned by the Fund.
(6) The manager of Opus Capital Fund, LLC is Opus Capital LLP.
(7) Includes options to purchase 126,667 common shares, which are currently
exercisable or become exercisable within 60 days.
(8) Includes options to purchase 78,940 common shares, which are currently
exercisable or become exercisable within 60 days.
(9) Includes option to purchase 47,000 common shares, which are currently
exercisable or become exercisable within 60 days.
(10) Includes options to purchase 309,107 common shares, which are currently
exercisable or become exercisable within 60 days.
PROPOSAL 1 - ELECTION OF DIRECTOR
Nominee
Pursuant to the Bylaws, the authorized number of directors of the Company
has been set at five and one Director is to be elected at the meeting for the
term set forth opposite his name. The nominee will be elected to hold office
until the expiration of his term as set forth below, or until the next annual
meeting of stockholders or until his successor is elected and qualified.
Pursuant to the terms of the Company's Certificate of Incorporation, the
holders of the Company's Series A Preferred Stock are entitled to elect one
member to the Company's Board of Directors. The director nominee for that seat
receiving the highest number of votes in favor of election from the holders of
Series A Preferred Stock will be elected to a one year term. The other four
seats on the Board of Directors were filled by those director nominees receiving
the highest number of votes in favor of
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<PAGE>
election from the holders of Common Stock and Series A Preferred Stock (voting
as a single class) at the 1999 Annual Meeting and are elected to two and three
year terms.
If a quorum is present, the nominee for the Series A Preferred Stock seat
having the highest number of votes cast in favor of his election by the holders
of Series A Preferred Stock will be elected. Should any nominee become unable
or unwilling to accept nomination or election, the proxy holders may vote the
proxies for the election, in his or her stead, of any other person the Board of
Directors may recommend. Each nominee has expressed his intention to serve the
entire term for which election is sought.
To be elected by the holders of Series A Preferred Stock:
Year First
Became a
Name Age Director
- ---- --- --------
Surinder S. Chandok 58 1999
Surinder S. Chandok became a Director of the Company in February 1999. Mr.
Chandok served as the Chairman and Chief Executive Officer of Imageware
Corporation from 1994 through 1997. For the past several years he has provided
business expertise and guidance to a number of software development companies
and has served on the boards of directors of a number of such companies.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEE FOR THE
---
BOARD OF DIRECTORS
Committees of the Board of Directors
The Company has an Audit Committee and a Compensation Committee. The
Audit Committee is responsible for (i) reviewing the scope of, and the fees for,
the annual audit, (ii) reviewing with the independent auditors the corporate
accounting practices and policies, (iii) reviewing with the independent auditors
their final report, and (iv) being available to the independent auditors during
the year for consultation purposes. The Audit Committee met two times in the
fiscal year ended December 31, 1999. The Compensation Committee determines the
compensation of the officers of the Company and performs other similar
functions. The Compensation Committee met two times in the fiscal year ended
December 31, 1999.
Directors are reimbursed for expenses incurred for attending any Board or
committee meeting. There is no family relationship between any current or
prospective Director of the Company and any other current or prospective
executive officer of the Company.
During the fiscal year ended December 31, 1999, there were eleven meetings
of the Board of Directors. All Directors attended at least 75% of the meetings
of the Board and committees of the Board on which they were members.
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<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Directors, executive officers and holders of more than 10% of the
Company's Common Stock and Series A Preferred Stock to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and Series A Preferred Stock. Except as stated below
in this paragraph, based solely upon a review of Forms 3 and 4 and amendments
thereto furnished to the Company during the fiscal year ended December 31, 1999,
and Forms 5 and amendments thereto furnished to the Company with respect to the
fiscal year ended December 31, 1999, to the best of the Company's knowledge, the
Company's Directors, officers and holders of more than 10% of its Common Stock
and Series A Preferred Stock complied with all Section 16(a) filing
requirements.
Executive Officers
The following persons are the executive officers of the Company:
Name Age Position
- ---- --- --------
Gary R. Brock 50 Chief Executive Officer and President
Thomas Radigan 56 Chief Financial Officer, Treasurer and Secretary
All executive officers are appointed by the Board of Directors and serve at
the Board's discretion.
Gary R. Brock has been Chief Executive Officer, President and a Director of
the Company since May 27, 1997. From October 1994 to May 1997 Mr. Brock was
Regional Vice President of General DataComm, Inc., a data communication company.
From 1991 to 1994 Mr. Brock was Vice President of Marketing of Ascom-Timeplex,
Inc., a telecommunications company. He has over 26 years experience in the
computer, telecommunications and data networking industry, with over 15 years of
such experience in senior sales and marketing management positions.
Thomas Radigan was appointed Acting Secretary, Treasurer and Chief
Financial Officer in February 1997 and assumed those positions on a permanent
basis in August 1997. Mr. Radigan has been a Director of the Company since
1997. For over ten years, Mr. Radigan has been an independent financial
consultant providing financial and related services on a contract basis to
several companies, mostly in high technology industries. Such services have
been provided through Business of Finance, Inc., a financial consulting firm
wholly-owned by Mr. Radigan. Mr. Radigan has performed Chief Financial Officer
services on a contract basis to Opus Capital, LLP, a firm that has provided
management and financial consulting services to the Company. Mr. Radigan is a
Certified Public Accountant.
-5-
<PAGE>
Executive Compensation
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------------------------------- ------------
Securities
Other Annual Underlying
Name and Principal Position Year Salary ($) Bonus($) Compensation($) Options/SARS (#)
- --------------------------- ---- ---------- -------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
Gary R. Brock(1) 1999 165,000 75,000
Chief Executive Officer
and President
</TABLE>
- --------------------------
(1) Mr. Brock joined the Company in May 1997.
Gary R. Brock, Chief Executive Officer and President, is eligible for a
quarterly cash bonus of $27,500 if the Company meets mutually agreed upon
performance goals, which may include, among other things, bookings, net income
and revenue growth.
Thomas Radigan, Chief Financial Officer, is compensated at a daily rate of
$600 for each day spent after May 2, 1999 on the affairs of the Company, plus
reimbursement of his reasonable expenses. Mr. Radigan's appointment may be
terminated by either party on 30 days notice.
The following table presents information concerning individual grants of
options to purchase Common Stock of the Company made during the fiscal year
ended December 31, 1999, to each of the Named Executive Officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Securities Percent of Total
Underlying Unexercised Options/SARs Granted Exercise of
Options/SARs at FY-End to Employees in Fiscal Base Price
1999 Year 1999 ($ Per Share) Expiration
---------------------- --------- ------------- ----------
<S> <C> <C> <C> <C>
None -- -- -- --
</TABLE>
The following table sets forth the fiscal year-end value of unexercised
options to purchase Common Stock of the Company for each Named Executive
Officer. No options or SARs were exercised by the Named Executive Officers
during the fiscal year ended December 31, 1999.
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<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs In-the-Money Options/SARs
at FY-End 1999 at FY-End 1999(1)
-------------- -----------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Gary R. Brock 117,408 9,259 --- ---
</TABLE>
- --------------------------------------------------------------------------------
(1) The fair market value of the Company's Common Stock at December 31, 1999,
as determined by the last trade on the Canadian Venture Stock Exchange, was
$0.25 per share. The exercise price of the option is $0.31 per share.
Director Compensation
Directors of the Company do not receive compensation as such, but are
reimbursed for travel costs and expenses incurred in attending Board and
Committee meetings. In April 1997, the Company granted nonstatutory stock
options under the April 1997 Stock Option Plan to purchase 35,000 shares of
Common Stock each to non-employee Directors Patricia Kalmbach and Thomas Mayer.
The options are exercisable at $0.31 per share and expire five years from the
date of grant. The Board of Directors meets monthly.
In September 1999, the Company granted an additional 30,000 shares each to
Ms. Kalmbach and Mr. Mayer and 50,000 shares to Surinder Chandok, Chairman of
the Board, under the April 1997 Plan. The options are exercisable at $0.20 per
share and expire five years from the date of grant. As of February 29, 2000, the
number of these options exercisable for Ms. Kalmbach, Mr. Mayer and Mr.
Chandok's are 9,000, 9,000 and 11,000, respectively. The remainder vest at the
rate of 1,000 per board meeting for Ms. Kalmbach and Mr. Mayer and 1,500 for Mr.
Chandok.
PROPOSAL 2 - APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Ehrhardt, Keefe, Steiner,
& Hottman, LLP, independent public accountants, as the auditors of the Company
for the fiscal year ending December 31, 2000, subject to the approval of such
appointment by the stockholders at the Annual Meeting. Ehrhardt, Keefe, Steiner
& Hottman, LLP were engaged by the Company as its principal independent
accountants on March 16, 1998 to audit its financial statements for its fiscal
years ending December 31, 1998 and 1999.
The ratification of the appointment of Ehrhardt, Keefe, Steiner &
Hottman, LLP will be determined by the vote of the holders of a majority of the
shares of Common Stock and Series A Preferred Stock (voting as a single class)
present in person or represented by proxy at the Annual Meeting.
If the foregoing appointment of Ehrhardt, Keefe, Steiner & Hottman, LLP
is not ratified by the stockholders, the Board of Directors will appoint other
independent accountants whose appointment for any period subsequent to the 2000
Annual Meeting will be subject to the approval of the stockholders at that
meeting. A representative of Ehrhardt, Keefe, Steiner & Hottman, LLP is expected
to be present at the Annual Meeting and will have an opportunity to make a
statement should he or she so desire and to respond to appropriate questions.
-7-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO RATIFY THE
APPOINTMENT OF THE FIRM OF EHRHARDT, KEEFE, STEINER & HOTTMAN, LLP
STOCKHOLDER PROPOSALS
The Securities and Exchange Commission has amended the provisions of Rule
14a-4 under the Securities Exchange Act of 1934 to provide that the Company's
proxies solicited in connection with its annual meeting of stockholders,
including the 2001 Annual Meeting, may confer discretionary voting authority on
Company management with respect to certain types of stockholder proposals that
may be raised at the Annual Meeting unless the proposing stockholder notifies
the Company at least 45 days prior to the date of mailing the prior year's proxy
that such proposal will be made at the meeting.
Any proposals from stockholders to be presented for consideration for
inclusion in the proxy material in connection with the 2001 Annual Meeting of
Stockholders of the Company must be submitted in accordance with the rules of
the Securities and Exchange Commission and received by the Secretary of the
Company at the Company's principal executive offices no later than the close of
business on December 22, 2000.
OTHER MATTERS
All information contained in this Proxy Statement relating to the
occupations, affiliations and securities holdings of Directors and officers of
the Company and their relationship and transactions with the Company is based
upon information received from the individual Directors and officers. All
information relating to any beneficial owner of more than 5% of the Company's
Common Stock and Series A Preferred Stock is based upon information contained in
reports filed by such owner with the Securities and Exchange Commission.
AVAILABILITY OF ANNUAL REPORT
The Company will furnish without charge a copy of its Annual Report on Form
10-KSB, including the financial statements, for the fiscal year ended December
31, 1999, filed with the Securities and Exchange Commission pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 to any stockholder (including
any beneficial owner) upon written request to Thomas Radigan, Chief Financial
Officer, 35 Research Drive, Ann Arbor, Michigan 48103. A copy of the exhibits
to such report will be furnished to any stockholder upon written request
therefor and payment of a nominal fee.
Ann Arbor, Michigan
April 17, 2000
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<PAGE>
PROXY CARD
SYMPLEX COMMUNICATIONS CORPORATION
SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD MAY 10, 2000
The undersigned hereby constitutes, appoints and authorizes Gary Brock or
Thomas Radigan the true and lawful attorney and Proxy of the undersigned with
full power of substitution and appointment, for and in the name, place and stead
of the undersigned to act for and vote as designated below, all of the
undersigned's shares of Common Stock and shares of Series A Convertible
Preferred Stock of Symplex Communications Corporation, a Delaware corporation,
at the Annual Meeting of Stockholders to be held on May 10, 2000 at 10:00 a.m.,
Eastern Daylight Time, at Conlin, McKenney & Philbrick, P.C., 350 South Main,
Suite 400, Ann Arbor, MI 48104, and at any and all adjournments thereof, for the
following purposes:
1. To elect one (1) director to the Board of Directors of the Company:
A. To be elected by the holders of Series A Convertible Preferred
Stock of the Company:
[_] For the nominee listed below (except as marked to the
contrary):
Surinder S. Chandok
(INSTRUCTION: To withhold authority to vote for any individual nominee,
draw a line through or otherwise strike out his or her name. If authority
to vote for the election of any nominee is not withheld, the execution of
this Proxy shall be deemed to grant such authority.)
2. To ratify the appointment of Ehrhardt, Keefe, Steiner & Hottman, LLP as
auditors for the Company for the fiscal year ending December 31, 2000:
[_] FOR [_] AGAINST [_] ABSTAIN
3. To transact such other business as may properly come before the meeting,
or any adjournment thereof:
[_] FOR [_] AGAINST [_] ABSTAIN
The undersigned hereby revokes any Proxies as to said shares heretofore
given by the undersigned, and ratifies and confirms all that said attorneys and
Proxies may lawfully do by virtue hereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1 AND 2. THIS PROXY CONFERS DISCRETIONARY AUTHORITY IN RESPECT TO
MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE MAILING OF THE NOTICE OF THE
ANNUAL MEETING OF STOCKHOLDERS TO THE UNDERSIGNED.
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and Proxy Statement furnished herewith.
Dated: ________________, 2000
--------------------------------------
--------------------------------------
Signature(s) of Stockholder(s)
Signature(s) should agree with the name(s) shown hereon. Executors,
administrators, trustees, guardians and attorneys should indicate when signing.
Attorneys should submit powers of attorney.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SYMPLEX
COMMUNICATIONS CORPORATION. PLEASE SIGN AND RETURN THIS PROXY TO THE COMPANY.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND
THE MEETING.
