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
|X| Definitive proxy statement
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11 or Rule 14a-12
AMERICOM USA, INC.
- ------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
|X| No fee required
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(I)(1), or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(I)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
|_| Fee paid previously by written 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>2
AmeriCom USA, Inc.
1303 Grand Avenue
Arroyo Grande, CA 93420
(805) 542-6700
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On December 14, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of AmeriCom
USA, Inc., a Delaware corporation ("AmeriCom"), will be held on December 14,
1999 at 4:00 p.m. (PDT), at Embassy Suites Hotel, 333 Madonna Road, San Luis
Obispo, California 93405, for the following purposes, which are more completely
discussed in the accompanying Proxy Statement:
1. To elect five directors, each to hold office until the next Annual Meeting
of Stockholders and until their successors are elected and qualified; and
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Only stockholders of record at the close of business on November 22, 1999 are
entitled to notice of and to vote at the Annual Meeting of the Stockholders.
By Order of the Board of Directors
/s/ HELEN E. COOPER
------------------------------
Helen E. Cooper
Secretary
November 23, 1999
YOU ARE CORDIALLY INVITED TO ATTEND AMERICOM'S ANNUAL MEETING OF STOCKHOLDERS.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU
OWN. EVEN IF YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENVELOPE
PROVIDED. IF YOU ATTEND THIS MEETING, YOU MAY VOTE EITHER IN PERSON OR BY PROXY.
ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON AT ANY TIME PRIOR
TO THE EXERCISE THEREOF.
<PAGE>3
PROXY STATEMENT
of
AmeriCom USA, Inc.
1303 Grand Avenue
Arroyo Grande, CA 93420
(805) 542-6700
Information Concerning the Solicitation
This Proxy Statement is furnished to the stockholders of AmeriCom USA, Inc.
("AmeriCom") in connection with the solicitation of proxies on behalf of
AmeriCom's Board of Directors for use at AmeriCom's Annual Meeting of
Stockholders (the "Meeting") to be held on December 14, 1999 at 4:00 p.m. (PDT),
at Embassy Suites Hotel, 333 Madonna Road, San Luis Obispo, California 93405,
and at any and all adjournments thereof. Only stockholders of record on November
5, 1999 will be entitled to notice of and to vote at the Meeting.
The proxy solicited hereby, if properly signed and returned to AmeriCom and not
revoked prior to its use, will be voted at the Meeting in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted "FOR" the nominees for the Board of Directors and,
at the proxy holders' discretion, on such other matters, if any, which may come
before the Meeting (including any proposal to adjourn the Meeting). Any
shareholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with AmeriCom USA, Inc. written notice of its revocation
addressed to Secretary, AmeriCom USA, Inc., 1303 Grand Avenue, Arroyo Grande CA
93420, (ii) submitting a duly executed proxy bearing a later date, or (iii)
appearing in person at the Meeting and giving the Secretary notice of his or her
intention to vote in person.
AmeriCom will bear the entire cost of preparing, assembling, printing and
mailing proxy materials furnished by the Board of Directors to stockholders.
Copies of proxy materials will be furnished to brokerage houses, fiduciaries and
custodians to be forwarded to beneficial owners of the common stock. In addition
to the solicitation of proxies by use of the mail, some of the officers,
directors, employees and agents of AmeriCom may, without additional
compensation, solicit proxies by telephone or personal interview, the cost of
which AmeriCom will also bear.
This Proxy Statement and form of proxy were first mailed to stockholders on or
about November 29, 1999.
Record Date and Voting Rights
AmeriCom is currently authorized to issue up to 100,000,000 shares of common
stock, par value $0.0001, and 20,000,000 shares of preferred stock, par value
$0.0001. As of November 22, 1999, 38,027,735 shares of common stock were issued
and outstanding. No shares of preferred stock are outstanding. Each share of
common stock shall be entitled to one vote on all matters submitted for
stockholder approval, including the election of a director. The record date for
determination of stockholders entitled to notice of, and to vote at the Meeting,
is November 22, 1999. AmeriCom's Certificate of Incorporation does not provide
for cumulative voting.
One-third (1/3) of the shares of common stock of AmeriCom entitled to vote must
be represented in person or by proxy at the Meeting to constitute a quorum for
the transaction of business. Directors shall be elected by a plurality of the
votes of common shares present in person or represented by proxy at the Meeting
and entitled to vote on the election of directors. Under Delaware law,
abstentions and broker non-votes shall be counted for purposes of determining
quorum. Broker non-votes, however, will not be counted for purposes of
calculating voting power, but abstentions will be counted towards calculating
voting power.
<PAGE>4
ELECTION OF DIRECTORS
Nominees for Directors
The nominees for directors have consented to being named nominees in this Proxy
Statement and have agreed to serve as directors if elected at the Annual
Meeting. In the event that the nominees are unable to serve, the persons named
in the proxy have discretion to vote for other persons if such other persons are
designated by the Board of Directors. The Board of Directors has no reason to
believe that the nominees will be unavailable for election. The nominees who are
elected shall hold office for one year or until their successors are elected and
qualified.
The following sets forth the persons nominated by the Board of Directors for
election as directors and certain information with respect to those persons.
<TABLE>
<S> <C> <C> <C>
Name Age Principal Occupation Director Since
-------------------- ------ ----------------------- ----------------
Robert Cezar 57 Chairman/CEO 1994
Kenneth Barnett 47 Director New
Tom Hopfensperger 47 President/COO New
Henri Tchen 52 Director New
Christopher Thomas 50 Director New
</TABLE>
Background of Nominees
Robert M. Cezar, founder of AmeriCom USA, Inc. and Diversified Associates
International (a privately held telecommunications company that merged with
AmeriCom USA in 1998) has served as Chairman, Chief Executive Officer and a
director of AmeriCom since 1994. AmeriCom's corporate vision has been built
around Mr. Cezar's inventions - AdCast, E-commPlus, MyChannel, MyLine and
others.
Christopher Thomas, is a private investor. Mr. Thomas previously served as
President and Chief Executive Officer of Sizzler USA, Inc. from May 1997 to
August 1999. He also served as Executive Vice President and Chief Financial
Officer of Sizzler International, Inc. from April 1984 to April 1997 and
President and Chief Operating Officer of Sizzler USA, Inc. from January 1997 to
April 1997. In June 1996 Sizzler International, Inc. and four of its
subsidiaries, Inc. filed for bankruptcy protection. All five entities
reorganized under their bankruptcies and in June 1997, the respective
Reorganization Plan for each company was confirmed which concluded the
bankruptcy proceedings.
Tomas Hopfensperger, served as President of the AdCast Division of AmeriCom in
August 1999 and was recently promoted to the position of President and COO of
AmeriCom. Mr. Hopfensperger held senior management positions in Broadcasting
where he most recently served as Director of New Media for KGO/KSFO, the San
Francisco affiliates of Disney' GO.
Kenneth Barnett, spent 15 years in banking, serving as corporate credit or loan
officer at Banque Nationale de Paris and Tokai Bank New York branches, and
Senior Credit Officer for Tokai Bank North America. He served as Treasurer of
Kingston Technology Corporation from 1996 to 1998. In January 1999 Mr. Barnett
co-founded Synapse Capital, LLC, an investment firm providing a broad range of
financial advisory and management services to company founders, and active
investing in technology start-ups.
<PAGE>5
Henri Tchen, was corporate loan officer in banking for 16 years, at Irving
Trust, Marine Midland, Banque Nationale de Paris, and at Tokai Bank's New York
branch, where he led the Corporate Finance department. From 1989 to 1994 Mr.
Tchen served as Director of Strategic Planning & Commercial Real Estate for the
U.S. subsidiary of Dah Chong Hong, a Hong Kong based trading company, managing
buildings and car dealership facilities. He served from 1994 to 1998 as Chief
Financial Officer of Kingston Technology Corporation, one of the leading
independent manufacturers of computer memory modules. In January 1999 Mr. Tchen
co-founded Synapse Capital, LLC, an investment firm providing a broad range of
financial advisory and management services to company founders, and active
investing in technology start-ups.
Vote Required
The plurality of votes of common shares present in person or represented by
proxy and entitled to vote on the election of directors is required to elect the
nominees.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING FOR THE NOMINEES FOR
DIRECTORS
DIRECTORS AND EXECUTIVE OFFICERS
Identification of AmeriCom's Directors and Executive Officers
The current directors and executive officers of AmeriCom, their ages and
positions held are as follows:
<TABLE>
<S> <C> <C>
Name Age Title
-------------------- ---------- ---------------------------------
Robert M. Cezar 57 Director, President, Chief
Executive Officer
David H. Loomis 61 Director, Chief Financial
Officer, Treasurer, Vice
President of Finance
Craig D. Machado 53 Director, Vice President, Sales
and Marketing
Thomas J. Hopfensperger 47 President
Thomas W. Seykora 56 Chief Financial Officer
Helen E. Cooper 58 Secretary
</TABLE>
There are no agreements or understandings for any officer or director to resign
at the request of another person and none of the above-named officers or
directors is acting on behalf of or will act at the direction of any other
person.
<PAGE>6
Set forth below are the names of the directors and officers of the Company, all
positions and offices held with AmeriCom, the period of service, and business
experience during at least the last five years:
ROBERT M. CEZAR, has served as Chairman, Chief Executive Officer and a director
of AmeriCom since 1994. From 1994 to 1999, Mr. Cezar served as a director, chief
executive officer and president of RMC Diversified Associates International
Ltd., a California company involved in telecommunication services. From 1996 to
1998, Mr. Cezar was also vice president of engineering for Enhanced Service
Providers, a telecommunications company.
DAVID H. LOOMIS, has served as Chief Financial Officer, Treasurer, Vice
President of Finance and a director of AmeriCom since 1994. From 1963 to 1991,
Mr. Loomis served in various positions at Loomix, a $23 million agri-business
company culminating as chief financial officer and a director. From 1996 to
1998, Mr. Loomis served as chief financial officer and a director of RMC
Diversified Associates International Ltd., a California company. Mr. Loomis
received his Bachelor of Science degree in Social Science from California
Polytechnic State University in 1961.
GARY M. HOGUE, served as Chief Operating Officer of AmeriCom since 1998. From
1994 to 1998, Mr. Hogue was the Administrative Manager for Torch Operating
Company, Santa Maria District, an oil production company operating facilities
both offshore and onshore in California. From 1969 to 1992, Mr. Hogue served in
a number of positions with Atlantic Richfield Co. (ARCO), the last of which was
Personnel Director for ARCO Oil and Gas, Western District. Mr. Hogue received
his Bachelor of Science degree in Economics from Sonoma State College in 1972
and his Masters of Business Administration in 1982 from Pepperdine University,
Malibu, California.
HELEN E. COOPER, has served as Secretary and Vice President of Administration of
AmeriCom since 1994. From 1993 to 1994, Ms. Cooper served as a director,
corporate secretary and vice president of administration of RMC Diversified
Associates International Ltd., a California company. From 1996 to 1998, Ms.
Cooper served as an administrative assistant at Enhanced Service Providers, a
telecommunications company. Since April 1998, Ms. Cooper has been employed by
AmeriCom. Ms. Cooper received her teaching degree in 1962 from Oxford University
and the Froebel Institute, United Kingdom.
CRAIG D. MACHADO, has served as Vice President, Sales and Marketing and as a
director of AmeriCom since 1998. From 1991 to 1995, Mr. Machado served as vice
president, marketing and merchandising at Calgene Fresh, Inc., a genetically
engineered fresh tomato company. From 1995 to 1998, Mr. Machado was the director
of marketing for APIO, Inc., an agricultural distribution and processing company
located in Guadalupe, California. Mr. Machado has served as president of the
Northern California Produce Council in 1976 and 1977 and was recognized by the
Sacramento Bee as the Creative Advertiser of the Year for 1987. Mr. Machado
received his Bachelor of Science degree in Architectural Engineering from
California State University, Sacramento, California in 1966.
WINSTON LEE, has served as Vice President of International Corporate Development
since October 1998. In 1987 Mr. Lee founded Gateway Communications Limited,
Taipei, Taiwan, an international direct dial rate arbitrage company which
developed an automatic aggregation system. From 1994 to 1998, Mr. Lee was
managing director of Strait Venture Inc., Taiwan, which represents several large
telecommunications companies in the Far East, including China. Mr. Lee received
his Bachelor of Architecture degree in 1977 from Rice University and his Master
of Business Administration from New York University in 1982.
Family Relationship
There are no family relationship between any director and executive officer.
<PAGE>7
Board of Directors
The Board of Directors held 4 meetings during the year ended June 30, 1999, and
each director attended all meetings.
Committees of the Board
The Board has recently established a Compensation Committee and an Audit
Committee. Messrs. Loomis and Machado were members of the Compensation Committee
while Mr. Loomis served on the Audit Committee. The Committees were formed after
the close of the Company's fiscal year, hence no committee meetings were held
during the last fiscal year.
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued by
AmeriCom on behalf of the Chief Executive Officer and President of AmeriCom for
the last three completed fiscal years and the only officer who received a salary
in excess of $100,000.
Columns regarding "Restricted Stock Awards" and "Long-Term Incentive Plan (LTIP)
Payouts" are excluded because no reportable payments were made to such executive
officers for the relevant years.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Long Term
Annual Compensation Compensation
-------------------------------------------
Awards
Securities
Other Annual Underlying
Name and Principal Position Compensation Options
Year Salary ($) Bonus ($) ($) (#) All Other
Compensation ($)
- -------------------------------------------------------------------------------------------------------------------------
Robert M. Cezar, Chief 1999 $137,500 0 0 935,000 0
Executive Officer 1998 $ 11,150 0 0 0 0
1997 0 0 0 0 0
David Loomis, C.F.O. 1999 $96,000 $40,000* 0 675,000 $192,165**
1998 0 0 0 0 0
1997 0 0 0 0 0
</TABLE>
* A bonus of AmeriCom's shares was given on 2/18/99 to 5 individuals.
** Previously accrued salaries for 1997 and 1998.
The Company and its subsidiaries do not currently have employment agreements in
place with its executive officers. All executive officers serve at the pleasure
of the Board.
Stock Option Plan
On March 26, 1999, AmeriCom established the 1999 Stock Option Plan (the "1999
Plan") to serve as a vehicle to attract and retain the services of key employees
and to help such key employee realize a direct proprietary interest in the
Company. The 1999 Plan requires approval by shareholders within one year of its
creation. The 1999 Plan provides for grants of up to 15,000,000 shares of Common
Stock as non-statutory and incentive stock options. Under the 1999 Plan,
officers, directors, consultants and employees of AmeriCom are eligible for
participation. The exercise price of any incentive stock option granted under
the 1999 Plan may not be less than 100% of the fair market value of the Common
Stock of AmeriCom on the date of grant. The fair market value for which an
optionee may be granted incentive stock options in any calendar year may not
<PAGE>8
exceed $100,000. Shares subject to options under the 1999 Plan may be purchased
for cash. Unless otherwise provided by the Board, an option granted under the
1999 Plan is exercisable for a term of ten years (or for a shorter period up to
ten years). The 1999 Plan is administered by the Board of Directors and its
Compensation Committee, which has discretion to determine optionees, the number
of shares to be covered by each option, the exercise schedule, and other terms
of the options. The 1999 Plan may be amended, suspended, or terminated by the
Board, but no such action may impair rights under a previously granted option.
Each option is exercisable only so long as the optionee remains employed by
AmeriCom. No option is transferable by the optionee other than by will or the
laws of descent and distribution. As of June 30, 1999, options to acquire
10,282,581 shares of Common Stock were outstanding.
Options Granted in Last Fiscal Year
The following table sets forth options granted by AmeriCom during the last
fiscal year to the executives listed in the summary compensation table.
<TABLE>
<S> <C> <C> <C> <C>
Option/SAR Grants in Last Fiscal Year
Percentage of Total
Options/SARs Granted
Options/SARs to Employees in
Name Granted Fiscal Year (1) Exercise Price $/sh Expiration Date
- -------------------------- ------------------ ---------------------- --------------------- --------------------
Robert M. Cezar 935,000 9.1% 2.20 2009
- -------------------------- ------------------ ---------------------- --------------------- --------------------
David Loomis 675,000 6.7% 2.00 2009
- -------------------------- ------------------ ---------------------- --------------------- --------------------
</TABLE>
(1) Reflected as a percentage of the total number of options to purchase common
shares granted (10,282,581) during the most recently fiscal year ended June
30, 1999.
No incentive stock options were exercised by the Named Executive Officers
during the most recent fiscal year ended June 30, 1999.
Director Compensation
At this time, AmeriCom does not pay its directors compensation for their
attendance at board meetings. Further, at this time, AmeriCom does not provide
pension, retirement or similar benefits to its officers and directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
AmeriCom's executive officers and directors, and persons who own more than 10%
of AmeriCom's Common Stock, to file reports of ownership on Form 3 and changes
in ownership on Form 4 or 5 with the Securities and Exchange Commission (the
"SEC"). Such executive officers, directors and 10% stockholders are also
required by SEC rules to furnish AmeriCom with copies of all Section 16(a) forms
they file. Based solely upon its review of copies of such forms received by it,
or on written representations from certain reporting persons that no other
filings were required for such persons, AmeriCom believes that, during the year
ended June 30, 1999, all Section 16(a) filing requirements applicable to its
<PAGE>9
executive officers, directors and 10% stockholders were complied with except as
follows: Mr. Winston Lee filed three late reports representing one stock
transaction each in April, May and July, 1999; and subsequent to AmeriCom's
fiscal year end, Mr. Robert Cezar filed one late Form 4 reporting two stock
transactions in August, 1999.
Principal Stockholders
The following table sets forth, as of August 31, 1999 each director and officer
of the Company and each person known by the Company to be the beneficial owner
of five percent or more of the Company's Common Stock and except if noted, the
holder thereof has sole voting and investment power with respect to the shares
shown.
<TABLE>
<S> <C> <C>
Percentage
Number of Beneficially
Name and Address Shares Owned
- --------------------------------- ----------------- --------------
Robert Cezar 16,504,679(1) 45.0%
1303 Grand Avenue, Suite 221
Arroyo Grande, California 93420
David Loomis, Director 2,260,684 6.2%
1303 Grand Avenue, Suite 221
Arroyo Grande, California 93420
Helen Cooper 993,919(2) 2.6%
1303 Grand Avenue, Suite 221
Arroyo Grande, California 93420
Gary Hogue 100,000(3) 0.3%
1303 Grand Avenue, Suite 221
Arroyo Grande, California 93420
Craig Machado 556,120 1.5%
21 La Gaviota
Pismo Beach, California 93449
All directors and executive officers as a _______________ ______________
group (6 persons) 20,415,402 55.7%
</TABLE>
- ---------------------
(1) Of which 4,548,370 is held in the Robert M. Cezar trust.
(2) Of which 665,690 is held in the Helen E. Cooper trust.
(3) Includes 100,000 shares issuable under stock options exercisable within 60
days of August 31, 1999.
<PAGE>10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 1, 1999, AmeriCom signed an agreement to merge with Telespace Ltd. Mr.
Winston Lee is the Chief Executive Officer and majority shareholder of Telespace
Ltd. The merger transaction was terminated by mutual consent on September 8,
1999.
In July 1998 AmeriCom acquired, as a wholly owned subsidiary, RMC Diversified
Associates International, Ltd. ("RMC Intl."). At the time of this transaction
Robert Cezar, David Loomis, Craig Machado and Helen Cooper were officers,
directors and principal shareholders of RMC Intl.
As of June 30, 1999, officers and relatives of officers had outstanding loans to
AmeriCom of $638,145 which represents approximately 48% of the total notes and
loans owed by AmeriCom. $475,000 of this amount bears interest at 10% per annum
and is due March 27, 2000. $3,145 of this amount bears interest at 14% per
annum. The remaining loan amounts are non-interest bearing. All of the loans
from affiliates are unsecured and, except for the $475,000 loan, are payable on
demand.
OTHER MATTERS
Relationship With Independent Accountants
Weinberg & Company, P.A. has served as AmeriCom's independent accountant since
January 1999. AmeriCom has had no disagreements with the accountants on
accounting and financial disclosures. A representative of Weinberg & Company,
P.A. may be present at the 1999 Annual Meeting of Stockholders and, if present,
will have the opportunity to make a statement if he or she desires to do so and
be available to respond to appropriate questions from stockholders.
Other Matters
The Board of Directors of AmeriCom knows of no other matters that may or are
likely to be presented at the Meeting. However, if additional matters should
properly be presented at the Meeting, it is the intention of the persons named
in the enclosed proxy to vote such proxy in accordance with their best judgment
on such matters pursuant to the discretionary authority granted to them by the
terms and conditions of the proxy.
Shareholder Proposals
Proposals to be presented by shareholders and be included in AmeriCom's Proxy
Statement and Proxy for its 2000 Annual Meeting must be received by AmeriCom's
Secretary at 1303 Grand Avenue, Arroyo Grande, CA 93420, no later than July 29,
2000.
Pursuant to AmeriCom's Bylaws, any shareholder proposal that is not delivered to
AmeriCom's Secretary by the fifth day following the day on which notice of the
2000 Annual Meeting is mailed or publicly announced, will not be allowed to be
presented at the meeting.
<PAGE>11
Additional Information
A copy of AmeriCom's Annual Report for the fiscal year ended June 30, 1999,
containing AmeriCom's 1999 audited financial statements, including the report of
its independent public accountants, accompanies this Proxy Statement. Upon
receipt of a written request, AmeriCom will furnish to any stockholder, without
charge, a copy of AmeriCom's 1999 Form 10-KSB. Stockholders should direct any
request to AmeriCom USA, Inc., 1303 Grand Avenue, Arroyo Grande, CA 93420,
Attention: Helen Cooper. Stockholders can also access all AmeriCom USA, Inc.
documents filed with the SEC, by visiting our Web site at www.americomusa.net.
AmeriCom USA, Inc.
By Order of the Board of Directors
/s/ ROBERT M. CEZAR
-----------------------------------
Robert M. Cezar
Chairman and CEO
Arroyo Grande, California
November 29, 1999
<PAGE>12
AmeriCom USA, Inc.
1303 Grand Avenue
Arroyo Grande, CA 93420
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David Loomis and Helen Cooper, and each of them,
as proxies with the power to appoint his/her or their successor, and hereby
authorizes them to represent and to vote, as designated below, all the shares of
common stock of AmeriCom USA, Inc. ("AmeriCom"), held of record by the
undersigned on November 5, 1999, at the Annual Meeting of Stockholders to be
held on December 14, 1999, at 4:00 p.m. (PDT), at Embassy Suites Hotel, 333
Madonna Road, San Luis Obispo, California 93405 and at any and all adjournments
thereof.
1. Election of Directors to serve until the next Annual Meeting of
Stockholders:
FOR Robert M. Cezar _____ WITHHOLD AUTHORITY _____
FOR Ken Barnett _____ WITHHOLD AUTHORITY _____
FOR Tom Hopfensperger _____ WITHHOLD AUTHORITY _____
FOR Henri Tchen _____ WITHHOLD AUTHORITY _____
FOR Chris Thomas _____ WITHHOLD AUTHORITY _____
2. 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 and returned, will be voted in the manner
directed herein by the undersigned shareholder. If no direction is made, this
proxy will be voted FOR all the nominees.
Please sign exactly as your name appears on your share certificates. When shares
are held by joint tenants, all joint tenants should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If the signatory is a corporation, please sign the full corporate name
by the president or another authorized officer. If the signatory is a
partnership, please sign in the partnership name by an authorized person.
_________________________ _______________________________
Name (Print) Name (Print) (if held jointly)
Dated: _________ ___________________________ _______________________________
Signature Signature (if held jointly)
--------------------------- ------------------------------
(Address) (Address)
---------------------------- -------------------------------
(City, State, Zip) (City, State, Zip)
I will ___ attend the meeting.
Number of persons to attend _____. I will not ____ attend the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
