<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
VOXCOM HOLDINGS, INC.
(Name of Registrant as Speficified in Charter)
----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of filing fee (Check appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
i
<PAGE>
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
ii
<PAGE>
Voxcom Holdings, Inc.
d/b/a MAX Internet Communications, Inc.
8115 Preston Road
Eighth Floor East
Dallas, Texas 75225
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 15, 1999
Notice is hereby given that the annual meeting of the stockholders of
Voxcom Holdings, Inc. will be held on November 15, 1999, at 10:00 a.m.
(Registration to begin at 9:30 a.m.), local time, at the MGM Grand Hotel, Las
Vegas, Nevada, for the following purposes:
1. To consider and vote upon a proposal to elect Lawrence R. Biggs,
Jr., Ronald L. Brown, Larry Cahill, Harold L. Clark, Dr. Alexander Dehmel,
Donald G. McLellan, Brian K. Norman and Brahil Santos as directors of
Voxcom Holdings, Inc.
2. To amend the company's Articles of Incorporation to change its
name to MAX Internet Communications, Inc.
3. To amend the Company's Articles of Incorporation to increase the
number of authorized shares of common stock to 50,000,000.
4. To approve the adoption of the MAX Internet Communications, Inc.
1999 Stock Option Plan;
5. To ratify the selection of Grant Thornton LLP as the company's
auditors; and
6. To transact any other business that properly comes before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on October 18, 1999,
are entitled to notice of, and to vote at, the meeting or any adjournment
thereof. The stock transfer books will not be closed.
We would like you to attend the meeting, but understand that you may not be
able to do so. For your convenience, and to ensure that your shares are
represented and voted according to your wishes, we have enclosed a proxy card
for you to use. Please sign and date the card and return it in the enclosed
envelope as soon as possible. We have provided you with a postage-paid envelope
to return your proxy card. If you attend the meeting, you may revoke your proxy
and vote in person.
By the Order of the Board of Directors
Leslie D. Crone,
Secretary
Dallas, Texas
October 19, 1999
<PAGE>
Voxcom Holdings, Inc.
d/b/a MAX Internet Communications, Inc.
8115 Preston Road
Eighth Floor East
Dallas, Texas 75225
PROXY STATEMENT
FOR
THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held November 15, 1999
SOLICITATION
The Board of Directors of Voxcom Holdings, Inc. is soliciting your proxy in
the form of the enclosed proxy card for use at the annual meeting of
stockholders of the company to be held on November 15, 1999, at 10:00 a.m.
(registration beginning at 9:30 a.m.) local time, at the MGM Grand Hotel, Las
Vegas, Nevada, as set forth in the accompanying Notice of Annual Meeting of
Stockholders (the "Notice") and at any adjournment thereof. This Proxy Statement
and the enclosed proxy card are being mailed to stockholders on or about October
19, 1999.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on October 18, 1999,
will be entitled to vote on matters presented at the meeting or any adjournment
thereof.
As of September 30, 1999, there were issued and outstanding 15,627,823
shares of the company's common stock. The holders of a majority of the shares of
common stock entitled to vote at the meeting must be represented at the meeting
in person or by proxy to have a quorum for the meeting and to act on the matters
specified in the Notice. Votes withheld from any director nominee will be
counted in determining whether a quorum has been reached. Under the Articles of
Incorporation of Voxcom Holdings, Inc., each share of common stock is entitled
to one vote on all matters brought before the meeting or any adjournment
thereof.
Assuming a quorum is present, the affirmative vote of a plurality of the
shares of common stock voted for the election of directors is required for the
election of directors. Votes may be cast in favor of, or withheld from, a
director nominee. Votes that are withheld from a particular nominee will not
affect the outcome of the vote. In the election of directors, stockholders are
not entitled to cumulate their votes and are not entitled to vote for a greater
number of persons than the number of nominees named in this Proxy Statement. The
affirmative vote of at least a majority of the outstanding shares of common
stock entitled to vote thereon is required to approve the amendment of Voxcom
Holdings, Inc. Articles of Incorporation to change Voxcom Holding, Inc.'s name
to MAX Internet Communications, Inc. and increase the number of authorized
shares. The affirmative vote of at least a majority of the outstanding shares of
common stock present and voting at the annual meeting is required to approve the
adoption of the 1999 Stock Option Plan and any other matters that properly come
before the meeting.
Under applicable rules, brokers who hold shares in street name have the
authority to vote in favor of all matters specified in the Notice, if they do
not receive contrary voting instructions from beneficial owners. Under
applicable law, if a broker has not received voting instructions with respect to
certain shares and gives a proxy for those shares, but does not vote the shares
on a particular matter, those shares will not affect the outcome of the vote
with respect to that matter. Any stockholder that is present at the meeting,
either in person or by proxy, but abstains from voting, will be counted for
purposes of determining whether a quorum exists, even if the stockholder
abstains from voting. An abstention will not be counted as an affirmative or
negative vote in the election of the directors. With respect to the proposals to
amend the Articles of Incorporation, an abstention would have the same effect as
a vote against the proposal. The stockholders have no appraisal rights under
Nevada law with respect to the proposals specified in the Notice.
<PAGE>
Any stockholder giving a proxy may revoke it at any time before it is voted
by giving written notice to the company or by attending the meeting in person
and voting such shares. Where a stockholder has appropriately specified how a
proxy is to be voted, it will be voted accordingly, and where no specific
direction is given, it will be voted FOR adoption of each of the proposals set
forth in the Notice and at the discretion of the proxy holders on any matter
proposed to come before the meeting.
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information concerning beneficial
ownership of the company's common stock as of September 30, 1999, by (i) each
person who is known to us to own beneficially more than five percent of the
outstanding shares of common stock, (ii) each director and executive officer of
the company and (iii) all directors and executive officers as a group.
<TABLE>
<CAPTION>
Number of Shares Number of Shares
(Assuming No Exercise (Assuming Exercise
Name and Address of of Class A Warrants of Class A Warrants
Beneficial Owner by Holder) Percent by Holder) Percent
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
- ------------
Lawrence R. Biggs, Jr.(1) 1,470,000 9.2 2,528,000 14.8
8115 Preston Road, 8th Fl. E
Dallas, Texas 75225
Lawrence A. Cahill(1) 3,082,000 19.3 4,932,000 27.7
3330 Southgate, S.W.
Cedar Rapids, Iowa 52404
Jasper Resources, Ltd. 5,800,000 37.2 5,800,000 30.3
Tavora, 98 Centro
Telemaca, Borba,
Parana, Brazil
Kling, Jelko, Dr. Dehmel 1,200,000 7.7 1,200,000 6.3
Weltpapierdienstleistungs, A.G.
Goethestrasse 7
60313 Frankfurt A.M. Germany
Donald G. McLellan (1)(2) 1,187,000 7.4 1,827,000 11.0
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Ronald L. Brown (3) 200,000 1.3 200,000 1.0
13355 Noel Road, Suite 2200
Dallas, Texas 75240
Harold L. Clark 25,000 0.2 25,000 0.2
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Thomas Fehr 10,000 0.1 10,000 0.1
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
</TABLE>
2
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Gwynda Gee/(4)/ 75,000 0.5 75,000 0.5
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Leslie D. Crone/(5)/ 80,000 0.5 80,000 0.5
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Gary Raabe/(6)/ 1,025,000 6.6 1,025,000 6.6
8115 Preston Road, 8th Fl. E.
Dallas, Texas 75225
Directors and executive 7,069,000 39.5 10,617,000 49.6
officers as a group
(12 persons)/(7)/
</TABLE>
______________________
(1) Includes options to purchase 400,000 shares.
(2) Mr. McLellan has 50% voting and investment power in Vision Finance and
Management, a family company which owns of record 400,000 shares of common
stock and 400,000 Class A Warrants included in the table as being
beneficially owned by Mr. McLellan. His spouse owns the other 50% of Vision
Finance and Management. The share amounts include options to purchase
400,000 shares.
(3) Includes option to purchase 150,000 shares.
(4) Includes options to purchase 62,500 shares.
(5) Includes options to purchase 75,000 shares.
(6) Includes options to purchase 825,000 shares.
(7) Includes option to purchase 2,312,500 shares.
The company is not aware of any arrangement which might result in a change
in control in the future.
MANAGEMENT
Directors and Executive Officers
Name Age Position with Company
Lawrence R. Biggs, Jr. 40 Chairman of the Board, Chief Executive Officer
Donald G. McLellan 59 President and Director
Lawrence A. Cahill 62 Director
Ronald L. Brown 53 Director
Harold L. Clark 63 Director
Brahil Santos 35 Director
Brian K. Norman 26 Director
Dr. Alexander Dehmel 43 Proposed Director
Leslie D. Crone 46 Chief Financial Officer and Secretary
Gwynda Gee 31 Vice President of Operations
3
<PAGE>
Gary Raabe 33 Chief Technical Officer
Thomas Fehr 35 Chief Marketing Officer
Lawrence Biggs is the founder of the company and has been Chairman of the
Board and Chief Executive Officer since June 1997. During 1988, Mr. Biggs was
Vice president of Public Telecom Corporation; a private company that developed a
microprocessor controlled desktop telephone designed for specific network
access. From 1989 to 1994, Mr. Biggs was president and CEO of Strategic Telecom,
Inc. ("Strategic"), which manufactured a product known as the Access Phone, that
was placed in more than 100,000 hotel rooms throughout the United States. Mr.
Biggs was a founding director of the National Pay Telephone Association in 1984.
He attended the University of Nevada, Las Vegas from 1977 to 1981.
Donald G. McLellan has been President and director since June 1997. Mr.
McLellan is a native of Australia where he was involved in the formation and
capitalization of entrepreneurial companies in various industries. In 1989, he
found the initial investment monies for Strategic Telecom, Inc., and acted as a
consultant to the company until 1992, when he was appointed C.F.O. In November
1993, Mr. McLellan became C.E.O. of Strategic, serving in that capacity until
May 1995. Mr. McLellan became a Fellow of the Institute of Chartered Accounts
(the Australian equivalent to Certified Public Accountant) in 1963.
Lawrence Cahill has been a Director since June 1997. Mr. Cahill is the
President and Treasurer of Larkin, Inc., a Cedar Rapids, Iowa-based hospitality
management company founded by Mr. Cahill and his brother in 1956. Larkin, Inc.
presently manages over fifteen hotels with approximately 3,500 rooms throughout
the continental United States and has been the largest franchiser of Holiday Inn
hotels. Mr. Cahill specializes in property acquisitions and private investments.
Ronald L. Brown has been a director since June 1997. Mr. Brown is a principal
of the Dallas law firm of Glast, Phillips & Murray, P.C., which serves as
general counsel to the company. He has been in the private practice of law since
1975. In 1983-85, he was an adjunct professor of law at Southern Methodist
University.
Harold L. Clark has been a director since June 1999. From August 1995 until
December 1998, he was chairman of XCD, Inc., a manufacturer of printer
networking equipment. From February 1993 until August 1995, he was president and
chief executive officer of Ameriquest Technologies, Inc., a system integrater
and value-added resaler and distributor. Prior to that he served as president of
Everex Systems, Inc. And of Ingram Micro.
Brahil Santos has been a director since June 1999. From 1995 to 1999 he has
served as Vice President of Phones for All Corporation.
Brian K. Norman has been a director since June 1999. Since March 1997, he
has been an attorney in private practice with the Law Offices of Joseph E.
Ashmore, Jr., P.C., and was a student prior to that.
Dr. Alexander Dehmel is a Managing Director of the Frankfurt, Germany
investment banking firm of Kling, Jelko, Dr. Dehmel Wertpapierdienstleistungs,
AG.
Leslie D. Crone, Chief Financial Officer, joined the company in May 1998.
Prior to this, he was employed in the practice of public accounting for
approximately 20 years. He was a partner in the firm of McGladrey & Pullen from
1984 through 1989 and a senior manager in the firm of Grant Thornton, LLP, from
1992 to 1997. He was self-employed from December 1997 to May 1998. Mr. Crone
became a CPA in 1976.
Gwynda Gee, Vice President of Operations of MAX since March 1999, originally
joined AmeraPress, Inc., as Vice President of Operations in September 1996. In
this capacity, Ms. Gee restructured the customer service and production
departments to maximize employee efficiency, improve product quality and
customer service. Ms. Gee was named President of AmeraPress in January 1998.
From November 1995 to August 1996, Ms. Gee was Vice President of Operations for
Hardwarehouse. Ms. Gee was Systems Director for Voxcom Systems from December
1994 to November 1995. Ms. Gee joined Strategic Telecom in 1989 and during the
course of her tenure advanced to Systems Director before her departure in
December 1994.
4
<PAGE>
Gary J. Raabe, Chief Technical Officer of MAX since April 1998. Prior to
that, from 1993 to 1998, he was the owner and operator of Computer Broker. From
1991 to 1993, he was the operations manager of The Logic Approach. He has
specialized in the development of low cost telecommuting, televideo
conferencing, televideo marketing, video surveillance and video-configuration
systems.
Thomas Fehr, Chief Marketing Officer, since August 1999. Prior to that, he
was with Matrox Graphics, Inc. in Montreal, Canada where he spent the past 10
years in global sales and marketing. Mr. Fehr served as Vice President of
Distribution Sales and Channel Marketing of Graphics Products Division.
Directors serve for a term of one year or until their successors are elected
and qualified. Directors do not receive cash compensation for serving as such.
Executive officers are appointed by and serve at the will of the Board of
Directors. There are no family relationships between or among any of the
directors or executive officers of the company.
Related Party Transactions
The company acquired all of the issued and outstanding stock of Voxcorn
Systems in exchange for 4,000,000 shares of the company's voting common stock
and 4,000,000 Class A Warrants pursuant to an Agreement and Plan of
Reorganization, dated June 9, 1997. In connection with this transaction,
Lawrence R. Biggs, Jr. received 1,200,000 of such warrants; Donald G. McLellan
and Vision Finance and Management received 800,000 of such shares and 800,000 of
such warrants, and Lawrence Cahill received 2,000,000 of such shares and
2,000,000 of such warrants.
In June 1997, concurrent with the closing of the Agreement and Plan of
Reorganization, the company acquired 10,000 shares of AmeraPress common stock,
representing 100% of shares outstanding, pursuant to a Stock Purchase Agreement
dated June 9, 1997. Such transaction resulted from an arms'-length negotiation
between the AmeraPress sellers (Messrs. Biggs, McLellan and Cahill), and the
prior management of the company. The consideration for the sale of AmeraPress
common stock was a Promissory Note in the amount of $10,000,000 payable to
Messrs. Biggs, McLellan, and Cahill payable in 24 monthly installments of
principal plus interest on the unpaid balance at the prime rate, secured by a
Security Agreement-Pledge in favor of Messrs. Biggs, Cahill and McLellan as
Secured Parties. Messrs. Cahill, Biggs and McLellan realized a gain of
approximately $9.3 million on the sale of AmeraPress. In December 1997, the
company requested and the holders agreed to exchange the remaining $8,000,000
amount of the Promissory Note for 80,000 shares of the company's Series A
Preferred Stock, valued at $8,000,000. Such exchange was made in order to
improve the company's financial condition and cash flow.
In April 1998, Lawrence Cahill advanced $300,000 to pay the fees of law
firms representing the company in the case against the Federal Trade Commission.
The company repaid such loan without interest in June 1998.
In May 1998, the company entered into a Consulting Agreement with Jande
International Holdings, LLC to provide consulting services consisting of
financial and securities advice and in connection therewith issued 110,000
shares of common stock valued at $275,000. An affiliate of Jande, Ely Mandell,
was the owner of 25% of the outstanding common stock of the company prior to the
reorganization in June 1997.
In June 1998, the company entered into a Consulting Agreement with S.G.
Financial, Inc., to provide consulting services consisting of exploring
marketing opportunities in Germany for the company's products and securities,
and in connection therewith issued 30,000 shares of common stock valued at
$75,000. An affiliate of S.G. Financial, Daniel Lezak, was a former director,
executive officer and owner of 25% of the common stock of the company prior to
the reorganization in June 1997,
In November 1998 through January 1999, Lawrence Cahill purchased 644,000
shares of common stock directly from the company at $1.25 per share, for a total
purchase price of $805,000.
5
<PAGE>
In January - February 1999, Lawrence Cahill advanced $200,000 to pay general
operating expenses. The company repaid such loans, with interest at 8%, in April
1999.
Glast, Phillips & Murray, P.C., the firm of which Ronald L. Brown is a
member, provides legal services to the company. During the year ended June 30,
1999, Glast, Phillips & Murray, P,C. billed a total of $375,480 of fees and
expenses.
Meeting Attendance
The Board of Directors held two meetings and conducted six actions by
unanimous consent during the year ended June 30, 1999. No director failed to
attend at least 75% of such meetings.
Committees of Directors
The Board of Directors has the following committees:
Committee Members
--------- -------
Audit Harold L. Clark, Chairman
Compensation Harold L. Clark, Chairman
Ronald L. Brown
Larry Cahill
The Audit Committee recommends an independent auditor for the Company,
consults with such independent auditor and reviews the Company's financial
statements. The Compensation Committee recommends to the Board of Directors the
compensation of officers and key employees for the Company and the granting of
stock options.
Section 16(a) Beneficial Ownership Reporting Compliance
Under U.S. securities laws, directors, certain executive officers and
persons holding more than 10% of the Company's common stock must report their
initial ownership of the common stock and any changes in that ownership to the
Securities and Exchange Commission. The Securities and Exchange Commission has
designated specific due dates for these reports and the company must identify in
this Proxy Statement those persons who did not file these reports when due.
Based on its review of the reports filed with the Securities and Exchange
Commission and written representations of its directors and executive officers,
the Company believes, except as set forth below, all persons subject to
reporting filed the required reports on time during the year ended June 30,
1999. The company has determined that two officers who are in charge of
principal business functions, Ms. Gee and Mr. Crone, should have filed Forms 3
to disclose their ownership of the company's securities, which they have done.
6
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Executive Compensation
The following summary compensation table sets forth certain information
regarding compensation paid during each of the three fiscal years ended June 30,
1999, 1998 and 1997, to the persons serving as the company's chief executive
officer and each executive officer whose annual compensation exceeded $ 100,000.
<TABLE>
<CAPTION>
Annual Compensation Awards Long-Term Compensation
------------------- ------------------- ----------------------
Name and Restricted Securities
Principal Fiscal Stock Underlying LTIP All Other
Position Year Salary Commissions/(1)/ Awards Options/SAR's Payouts Compensation
- -------- ---- ------ --------------- ------ ------------- ------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence R. 1999 $151,392 $103,169 $1,600,000 400,000 0 0
Biggs, Jr. 1998 151,392 562,252 0 0 0 0
Chairman 1997 151,392 384,655 0 0 0 0
Donald G. 1999 $102,000 $ 52,084 $1,600,000 400,000 0 0
McLellan 1998 102,000 280,490 0 0 0 0
President 1997 102,000 192,328 0 0 0 0
Gwynda Gee 1999 $105,076 $ 13 $ 130,000 62,500 0 0
V. President 1998 101,458 39,057 0 0 0 0
</TABLE>
_________________________
(1) Commissions paid have been computed on a percentage of sales of AmeraPress
as follows: Lawrence Biggs -4%, Donald G. McLellan - 2%, and Gwynda Gee -
0.4%.
Employment Agreements
There are employment agreements with all executive officers except Mr.
Biggs and Mr. McLellan. There are no salary, bonus or incentive plans covering
cash or securities except the company's 1997 Stock Bonus Plan relating to
individuals or one-person service corporations who render legal, professional,
or consulting services to the company, and the 1999 Stock Option Plan.
1999 Stock Option Plan
The MAX Internet Communications, Inc. 1999 Stock Option Plan (the 1999
Option Plan") provides for the grant to eligible employees and directors of
options for the purchase of common stock. The 1999 Option Plan covers, in the
aggregate, a maximum of 2,600,000 shares of common stock and provides for the
granting of both incentive stock options (as defined in Section 422 of the
Internal Revenue Code of 1986) and non qualified stock options (options which do
not meet the requirements of Section 422). Under the 1999 Option Plan, the
exercise price may not be less than the fair market value of the common stock on
the date of the grant of the option. As of June 30, 1999, options for 1,507,500
shares had been granted under the 1999 Option Plan at exercise prices ranging
from $0.80 to $4.00.
The Board of Directors administers and interprets the 1999 Option Plan
and is authorized to grant options thereunder to all eligible employees of the
company, including officers. The Board of Directors designates the optionees,
the number of shares subject to the options and the terms and conditions of each
option. Certain changes in control of the company will cause the options to vest
immediately. Each option granted under the 1999 Option Plan must be
7
<PAGE>
exercised, if at all, during a period established in the grant which may not
exceed 10 years from the later of the date of grant or the date first
exercisable. An optionee may not transfer or assign any option granted and may
not exercise any options after a specified period subsequent to the termination
of the optionee's employment with the company.
1997 Stock Bonus Plan
The 1997 Stock Bonus Plan (the "1997 Plan") provides for the grant to key
executive and consulting personnel of the right to buy shares of common stock as
determined by a grant of the Board of Directors.
A total of 750,000 shares were reserved for issuance under the 1997 Plan,
at a purchase price equal to the par value of the shares. A total of 575,000
shares were issued in August 1997, of which 200,000 shares were redeemed in 1998
in connection with the sale of a subsidiary company.
The 1997 Plan expired by its terms on September 30, 1997, and no further
shares will be issued thereunder.
MATTERS TO BE BROUGHT BEFORE THE MEETING
Proposal 1. Election of Directors
Eight directors will be elected at the meeting. The persons named below
have been nominated for election as directors. Should any nominee become unable
or unwilling to accept nomination or election, no person will be substituted in
his stead, and the Board of Directors, in accordance with the bylaws of the
company will by resolution reduce the number of members of the Board of
Directors accordingly or nominate a substitute to be elected at the meeting. The
Board of Directors has no reason to believe that any of the nominees will be
unable or unwilling to serve if elected, and to the knowledge of the Board of
Directors, each of the nominees intends to serve the entire term for which
election is sought.
<TABLE>
<CAPTION>
Name(1) Principal Occupation Director Since
------- -------------------- --------------
<S> <C> <C>
Lawrence R. Biggs, Jr. Chairman and Chief Executive Officer of the 1997
Company
Donald G. McLellan President and Chief Operating Officer of the 1997
Company
Larry Cahill President of Larkin, Inc., Cedar Rapids, Iowa 1997
Ronald L. Brown Attorney with Glast, Phillips & Murray, P.C., 1997
Dallas, Texas
Harold C. Clark Consultant, Temecula, California 1999
Brahil Santos Vice President, Phones-for-all Corp., Dallas, 1999
Texas
Brian K. Norman Attorney at Law, Dallas, Texas 1999
Dr. Alexander Dehmel Managing Director, Kling, Jelko, --
Dr. Dehmel A.G., Frankfurt, Germany
</TABLE>
(1) For information concerning the ages, business experience and background of
the nominees, see "MANAGEMENT--Directors and Executive Officers."
8
<PAGE>
The affirmative vote of a plurality of the shares of common stock voted for
the election of directors is required for the election of directors. Votes may
be cast in favor of or withheld from a director nominee. Votes withheld from a
nominee will not affect the outcome of the election. In the election of
directors, stockholders are not entitled to cumulate their votes and are not
entitled to vote for a greater number of persons than the number of nominees for
election.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR AS SET FORTH ABOVE.
Proposal 2. Amendment of the Articles of Incorporation to Change the Name of
Voxcom Holdings, Inc. To MAX Internet Communications, Inc.
In March 1998, the company acquired a company that had the right to
manufacture and sell the MAX i.c. Live multi-media, computer add-in card that
provides hardware and software to perform different functions in personal
computers. Since the acquisition, the company has focused its resources on
developing the MAX i.c. Live product and has sold or divested its other
operating companies. We believe it is desirable for our corporate identity to be
tied to our products, and are recommending to the shareholders that we change
our corporate name to MAX Internet Communications, Inc.
To that end, the company has filed for federal trademark/service mark
protection for the name MAX i.c. Live. We also filed fictitious name
certificates and began operating under the MAX name in June 1999. This amendment
was approved by the Board of Directors, and the Board recommends stockholder
approval. If this proposal is approved by the stockholders, an amendment to the
company's Articles of Incorporation will be filed to effect the name change as
promptly as practicable.
The affirmative vote of the holders of at least a majority of the
outstanding shares of common stock, in person or by proxy, is required to
approve the proposal to amend the Articles of Incorporation to formally change
the name of the Voxcom Holdings, Inc. to MAX Internet Communications, Inc.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE ADOPTION OF THIS
AMENDMENT TO THE ARTICLES OF INCORPORATION TO FORMALLY CHANGE THE NAME OF VOXCOM
HOLDINGS, INC. TO MAX INTERNET COMMUNICATIONS, INC.
Proposal 3. Amendment of the Articles of Incorporation to Increase the Number
of Authorized Shares of Common Stock
The Company, when originally founded, was authorized to issue 50,000,000
shares of common stock. Following its formation, the Company conducted a one-
for-two reverse split in which the number of authorized shares was reduced from
50,000,000 to 25,000,000. There are currently issued and outstanding 15,627,823
shares of common stock, and the Company anticipates that it will engage in
future financings involving the issuance of common stock as needed to fund
anticipated growth. The Board of Directors has therefore determined that the
Articles of Incorporation should be amended to increase the number of authorized
shares from 25,000,000 to 50,000,000.
The affirmative vote of a majority of the outstanding shares of common
stock, in person or by proxy, is required to approve the proposal to amend the
Articles of Incorporation to increase the number of shares of common stock to
50,000,000.
THE BOARD OF DIRECTORS URGE YOU TO VOTE "FOR" THE ADOPTION OF THIS
AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
9
<PAGE>
Proposal 4. Adoption of the company's 1999 Stock Option Plan
General
A copy of the 1999 Plan is attached to this Proxy Statement as Appendix A,
and the following summary is qualified in its entirety by reference to the full
text of the 1999 Plan. The following is a summary of certain provisions of the
1999 Plan.
The company's Board of Directors has approved, and recommends that the
stockholders approve, the adoption of the 1999 Stock Option Plan (the "1999
Plan") under which the company has reserved 2,600,000 shares of common stock for
issuance to key employees, directors and consultants of the company pursuant to
options granted by the Board of Directors (or the Compensation Committee of the
Board of Directors) during the term of the Plan.
The purposes of the 1999 Plan are to encourage key employees, directors and
consultants of the company and its subsidiaries to acquire a proprietary
interest in the company and thus share in the future success of the company's
business; to enable the company, by offering comparable incentives, to attract
and retain quality management personnel, directors and consultants who are in a
position to make important and direct contributions to the success of the
company; and to promote a closer identity of interest between the company's
employees, directors and consultants and its stockholders. The maximum number of
shares reserved for issuance and subject to option under the 1999 Plan will be
2,600,000 shares of common stock. Under the 1999 Plan, officers, key employees,
directors and consultants of the company and its subsidiaries will be eligible
to receive options to purchase common stock. The exercise period of each option
will be determined by the Board of Directors, but no option shall have a term
longer than ten years. Options granted under the 1999 Plan may be either
Incentive Stock Options or options that are not intended to be Incentive Stock
Options ("Nonqualified Stock Options"). The Board of Directors is authorized to
designate the recipients of options, the dates of grants, the number of shares
subject to options, the option price, the terms of payment upon exercise of the
options, and the time during which the options may be exercised. The Board of
Directors may delegate its authority to a committee of the Board of Directors
from time to time under the Plan.
The 1999 Plan will continue for a period of ten years, and no options will
be granted on or after March 31, 2009. All options granted prior to that time
will remain in effect in accordance with their terms. In the event of any future
change in the company's common stock as a result of stock splits or stock
dividends, or combinations or exchanges of stock, or otherwise, the number of
shares available for option and subject to any option and the price per share of
shares subject to any option may be proportionately adjusted by the Board of
Directors, which will administer the 1999 Plan, subject to its power to delegate
authority from time to time to a committee of the Board of Directors to
administer the 1999 Plan.
The Board of Directors has full power to select optionees from and among
the officers, key employees, directors and consultants of the company and its
subsidiaries, and to specify the terms and conditions of any option granted
under the 1999 Plan; however, no option may be granted at an exercise price less
than 100% of the fair market value of the company's common stock on the business
day preceding the date of the grant of such option. No option may be exercisable
more than ten years after the date of its grant, but options may have differing
permissible exercise periods.
The Board of Directors may not grant an Incentive Stock Option to a
consultant who is not a salaried employee of the company, or any of its
subsidiaries, nor may it grant an Incentive Stock Option to any stockholder who
at the time of the grant beneficially owns more than 10% of the company's
outstanding voting securities, unless such option has an exercise price at the
time of the grant of at least 110% of the fair market value of the common stock,
and the option is not exercisable for more than five years from the date of
grant. Incentive Stock Options may not be granted to any person when the effect
would be to permit such person to first exercise options, in any calendar year,
for the purchase of shares of common stock having a fair market value in excess
of $100,000 (determined at the time of the grant of the options).
10
<PAGE>
Incentive Stock Options and Nonqualified Stock Options may not be
transferred except by will or the laws of descent and distribution, and during
the lifetime of the optionee to whom granted, may be exercised only by such
optionee. Incentive Stock Options and Nonqualified Stock Options may be
exercised by the optionee within three months after termination of employment,
directorship or consulting relationship (unless the option expires earlier by
its terms), unless such termination was due to death or disability of the
optionee. In the event of death of an optionee holding an Incentive Stock Option
or Nonqualified Stock Option while employed by, or serving as a director or
consultant of, the company the option shall be exercisable by the person or
persons to whom such optionee's rights pass by will or by the laws of descent
and distribution at any time prior to the expiration date of the option or
within one year after the date of such death, whichever is earlier, but only to
the extent the optionee had the right to exercise such Incentive Stock Option or
Nonqualified Stock Option on the date of his death. In the event of the
disability of an optionee holding an Incentive Stock Option or Nonqualified
Stock Option while employed by, or serving as a director or consultant of the
company, which results in termination of such optionee's employment,
directorship or consulting relationship, the Board of Directors may allow an
Incentive Stock Option or Nonqualified Stock Option to be exercisable by the
optionee at any time prior to the expiration date of the Incentive Stock Option
or Nonqualified Stock Option or within one year after the date of such
termination, whichever is earlier, but only to the extent the optionee had the
right to exercise such option at the date of such termination.
The Board of Directors may amend the 1999 Plan at any time in any manner;
however, no amendment may, without the approval of the company's stockholders
increase the maximum number of shares issuable under the 1999 Plan except in the
case of certain capital adjustments. The 1999 Plan was amended from its original
authorization of 1,600,000 shares to the authorization of 2,600,000 between the
time of its adoption by the Board of Directors and the date of this Proxy
Statement submitting the 1999 Plan for Stockholder approval.
Federal Income Tax Consequences
There are no federal income tax consequences to the optionee or the company
upon the grant of stock options under the 1999 Plan. The federal tax
consequences upon exercise will vary depending on whether the option is an
Incentive Stock Option or a Nonqualified Stock Option.
Incentive Stock Options. When an optionee exercises an Incentive Stock
Option, the optionee will not at that time recognize any income, nor will be
company be entitled to a deduction. The optionee will recognize capital gain or
loss at the time of disposition of the shares acquired through the exercise of
an Incentive Stock Option if the disposition occurs more than two years after
the option was granted and if the shares have been held more than one year after
it was exercised. The company will be not be entitled to a tax deduction if the
optionee satisfies these holding requirements. The net federal income tax effect
to the holder of Incentive Stock Options is to defer, until the acquired stock
is sold, taxation of any increase in the stock's value from the time of grant of
the option to the time of its exercise, and to tax such gain, at the time of
sale, at capital gain rates rather than ordinary rates.
If the holding requirements are not met, then upon sale of the shares the
optionee generally recognizes as ordinary income the excess of the fair market
value of the shares at the date of exercise over the exercise price, and any
increase in the value of the option stock subsequent to exercise is long or
short-term capital gain to the optionee depending on the optionee's holding
period for the stock. However, if the sale is for a price less than the value of
the shares on the date of exercise, the optionee might recognize ordinary income
only to the extent the sale price exceeded the option price. In either case, the
company is entitled to a business expense deduction to the extent of ordinary
income recognized by the optionee.
Nonqualified Stock Options. When an optionee exercises a Nonqualified
stock Option, the optionee recognizes ordinary income in the amount of the
excess of the fair market value of the shares received upon exercise over the
aggregate amount paid for those shares, and the company may deduct as an expense
the amount of income so recognized by the optionee. For capital gains purposes,
the holding period of the shares begins upon the exercise of the option, and the
optionee's basis in the shares is equal to the fair market value of the shares
on the date of exercise.
11
<PAGE>
If, upon exercise of a Nonqualified Stock Option, the optionee pays all or
part of the purchase price by delivering to the company shares of already-owned
stock, there are no federal income tax consequences to the optionee or the
company to the extent of the number of shares so delivered. As to any additional
shares received, the optionee recognizes ordinary income equal to the aggregate
fair market value of the additional shares received, less any cash paid to the
company, and the company is allowed to deduct as an expense the amount of such
income. For purposes of calculating tax upon disposition of the shares acquired,
the holding period and basis of the new shares, to the extent of the number of
old shares delivered, is the same as for those old shares. The holding period
for any additional shares begins on the date the option is exercised, and the
basis in those additional shares is equal to the taxable income recognized by
the optionee, plus the amount of any cash paid to the company.
Grants of Options; Exercise Price
The following eligible participants received immediately vested option
grants during 1999 under the 1999 Plan to acquire the number of shares of common
stock indicated below, subject to the approval of the 1999 Plan by the company's
stockholders at the meeting.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
Number of Securities
Name Dollar Value (1) Underlying Options
---- ---------------- ------------------
<S> <C> <C>
Leslie D. Crone $160,000 75,000
Gwynda Gee 120,000 62,500
Maurica Ferguson 32,000 10,000
Kevin Parker 32,000 10,000
Lawrence R. Biggs, Jr. - 400,000
Larry Cahill - 400,000
Donald G. McLellan - 400,000
Ronald L. Brown - 100,000
Gary Raabe - 25,000
Leanne Sievers - 25,000
</TABLE>
_____________________________
(1) These amounts represent the dollar value of the option grants, based upon
the exercise price of $0.80 -$4.00 and the closing price of $4.00 per share
of common stock on April 1, 1999.
Summary
The Board of Directors believes that the 1999 Plan is in the best interest
of the company's stockholders and is necessary to enable it to attract and
retain highly qualified non-employee directors. The affirmative vote of a
majority of the shares of common stock entitled to vote on, and that vote for or
against or expressly abstain with respect to, this matter is required to adopt
the 1999 Plan.
THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE ADOPTION OF THE VOXCOM
HOLDINGS, INC. 1999 DIRECTORS' STOCK OPTION PLAN.
12
<PAGE>
APPROVAL OF AUDITORS
Proposal 5. Ratification of Appointment of Auditors.
The Board of Directors has appointed Grant Thornton LLP to serve as the
company's independent auditors for the year ending June 30, 2000. The
shareholders are being asked to ratify the Board's appointment. The affirmative
vote, either in person or by proxy, of the holders or more than 50% of the
shares of common stock outstanding as of the Record Date, and that voted for or
against or expressly abstained, is necessary to ratify such appointment.
The Board of Directors recommends a vote "FOR" ratification of the
appointment of Grant Thornton LLP as the company's independent auditors for the
fiscal year ending June 30, 2000.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholders intending to submit proposals to be included in the proxy
materials for the 2000 Annual Meeting of Stockholders must submit their
proposals in writing so that they will be received by the company no later than
July 1, 2000. The proposals should be directed to the Secretary of the company,
Leslie D. Crone, at 8115 Preston Road, Eighth Floor East, Dallas, Texas 75225.
Under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as
amended, proposals of stockholders must conform to certain requirements as to
form and may be omitted from the proxy materials under certain circumstances. To
avoid unnecessary expenditures of time and money by stockholders and the
company, stockholders are urged to review this Rule and, if questions arise,
consult legal counsel prior to submitting a proposal to the company.
MISCELLANEOUS
The Board of Directors of the company knows of no matters other than those
described herein that will be presented for consideration at the meeting. If,
however, other matters come before the meeting, the proxy holders intend to vote
all proxies in accordance with their best judgment in the interest of the
company.
The cost of solicitation of proxies, including the cost of preparing,
printing and mailing proxy materials and the cost of reimbursing brokers for
forwarding proxies and Proxy Statements to their principals, will be borne by
the company. Proxies may also be solicited without extra compensation by the
officers and employees of the company by telephone, facsimile, telegraph or
personally. Arrangements may also be made with brokerage houses and other
custodians, nominees and fiduciaries for the forwarding of solicitation material
to the beneficial owners of shares of common stock held of record by such
persons, and the company may reimburse them for reasonable out-of-pocket
expenses incurred by them.
PLEASE DATE, SIGN, AND RETURN THE PROXY AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. A
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED, AS IT WILL SAVE THE EXPENSE OF
FURTHER MAILINGS.
A copy of the company's 1999 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute any part of the proxy solicitation material.
By Order of the Board of Directors
Leslie D. Crone
Secretary
Dallas, Texas
October 19, 1996
13
<PAGE>
Exhibit A
MAX INTERNET COMMUNICATIONS, INC.
1999 STOCK OPTION PLAN
2,600,000 Shares
ARTICLE I - GENERAL
1.1 Purpose of the Plan.
-------------------
The purpose of the Max Internet Communications, Inc. 1999 Stock Option Plan
(the "Plan") is to assist Max Internet Communications, Inc., a Nevada
corporation (the "Company"), in securing and retaining Key Participants of
outstanding ability by making it possible to offer them an increased
incentive to join or continue in the service of the Company and to increase
their efforts for its welfare through participation or increased
participation in the ownership and growth of the Company.
1.2 Definitions.
-----------
(a) "Acceleration Event" means any event which in the opinion of the
------------------
Board of Directors of the Company is likely to lead to changes in control
of share ownership of the Company, whether or not such change in control
actually occurs.
(b) "Award" means an Option granted to a Key Participant under the
-----
Plan.
(c) "Board of Directors" or "Board" means the Board of Directors of
------------------ -----
the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
----
(e) "Committee" means the committee referred to in Section 1.3.
---------
(f) "Common Stock" means the Common Stock of the Company.
------------
(g) "Fair Market Value" means the closing price of the shares on the
-----------------
principal trading market on which the Common Stock is primarily traded on
the day on which such value is to be determined or, if no shares were
traded on such day, on the next preceding day on which shares were traded,
as reported by NASDAQ. If at any time shares of Common Stock are not
traded on an exchange or in the over-the-counter market, Fair Market Value
shall be the value determined by the Board of Directors or Committee
administering the Plan, taking into consideration those factors affecting
or reflecting value which they deem appropriate.
(h) "Grantee" means a Key Participant to whom an Award is granted
-------
under the Plan.
(i) "Incentive Share" means a share of Common Stock awarded to a Key
---------------
Participant under Article VI hereof on such terms as are determined by the
Committee.
(j) "Incentive Share Agreement" means a written agreement in such
-------------------------
form as the Board or Committee, as applicable, shall approve that evidences
the terms and conditions of an award of Incentive Shares hereunder.
(k) "Incentive Stock Option" means an option to purchase shares of
----------------------
Common Stock which is intended to qualify as an incentive stock option as
defined in Section 422 of the Code.
14
<PAGE>
(l) "Key Participant" means any person, including officers,
---------------
directors, employees, agents and consultants of the Company or any
Subsidiary who are designated a Key Participant by the Board or Committee,
as applicable, and is or is expected to be primarily responsible for the
management, growth, or supervision of some part or all of the business of
the Company. The power to determine who is and who is not a Key Participant
is reserved solely for the Committee.
(m) "Nonqualified Stock Option" means an option to purchase shares of
-------------------------
Common Stock which is not intended to qualify as an Incentive Stock Option
as defined in Section 422 of the Code.
(n) "Option" means an Incentive Stock Option or a Nonqualified Stock
------
Option.
(o) "Optionee" means a Key Participant to whom an Option is granted
--------
under the Plan.
(p) "Parent" means any corporation which qualifies as a parent of a
------
corporation under the definition of "parent corporation" contained in
Section 425(e) of the Code.
(q) "Subsidiary" means any corporation which qualifies as a
----------
subsidiary of a corporation under the definition of "subsidiary
corporation" contained in Section 425(f) of the Code.
(r) "Term" means the period during which a particular option may be
----
exercised as determined by the Committee and as provided in the option
agreement.
1.3 Administration of the Plan.
--------------------------
The Plan shall be administered by a committee (the "Committee") appointed
by the Board of Directors consisting solely of two or more Non-Employee
Directors, as defined in Rule 16b-3 (see Section 1.10, below), or in the
absence of an appointment of such a Committee, the full Board shall serve
as the Committee. Subject to the control of the Board, and without limiting
the control over decisions described in Section 1.7, the Committee shall
have the power to interpret and apply the Plan and to make regulations for
carrying out its purpose. More particularly, the Committee shall determine
which Key Participants shall be granted Options and the terms of such
grants. When granting Options, the Committee shall designate the Option as
either an Incentive Stock Option or a Nonqualified Stock Option.
Determinations by the Committee under the Plan (including, without
limitation, determinations of the person to receive Awards, the form,
amount and timing of such Awards, and the terms and provisions of such
Awards and the agreements evidencing same) need not be uniform and may be
made by it selectively among persons who receive, or are eligible to
receive, Awards under the Plan, whether or not such persons are similarly
situated. In serving on the Committee, members thereof shall be considered
to be acting in their capacity as members of the Board of Directors and
shall be entitled to all rights of indemnification provided by the Bylaws
of the Company or otherwise to members of the Board of Directors.
1.4 Shares Subject to the Plan.
--------------------------
The total number of shares that may be purchased pursuant to Options under
the Plan shall not exceed 2,600,000 shares of Common Stock. Shares subject
to the Options which terminate or expire prior to exercise shall be
available for future Awards under the Plan without again being charged
against the limitation of 2,600,000 shares set forth above. Shares issued
pursuant to the Plan may be either unissued shares of Common Stock or
reacquired shares of Common Stock held in treasury.
1.5 Terms and Conditions of Options.
-------------------------------
All Options shall be evidenced by agreements in such form as the Committee
shall approve from time to time subject to the provisions of Article II and
Article III, as appropriate, and the following provisions:
15
<PAGE>
(a) Exercise. The Committee shall determine whether the Option shall
--------
be exercisable in full at any time during the Term or in cumulative or
noncumulative installments during the Term.
(b) Termination of Employment or Contractor Relationship. An
----------------------------------------------------
Optionee's Options shall expire on the expiration of the Term specified in
Section 2.1 or 3.1 as the case may be, or upon the occurrence of such
events as are specified in the agreement. In the event of exercise of the
Option after termination of employment or contractor relationship, the
Optionee may exercise the Option only with respect to the shares which
could have been purchased by the Optionee at the date of such termination,
and then only for a period of 90 days thereafter. However, the Committee
may, but is not required to, waive any requirements made pursuant to
Section 1.5(b) so that some or all of the shares subject to the Option may
be exercised within the time limitation described in this subsection. An
Optionee's employment or contractor relationship shall be deemed to
terminate on the last date for which he receives a regular wage, salary or
contract payment. Whether military, government or other service or other
leave of absence shall constitute a termination of employment shall be
determined in each case by the Committee at its discretion, and any
determination by the Committee shall be final and conclusive. A termination
of employment or contractor relationship shall not occur where the Optionee
transfers from the Company to one of its Subsidiaries or transfers from a
Subsidiary to the Company.
(c) Death or Disability. Upon termination of an Optionee's employment
-------------------
or contractor relationship by reason of death or disability (as determined
by the Committee consistent with the definition of Section 422(c)(7) of the
Code), the Option shall expire on the earlier of the expiration of (i) the
date specified in the Option which in no event shall be later than 12
months after the date of such termination, or (ii) the Term specified in
Section 2.1 or 3.1 as the case may be. The Optionee or his successor in
interest, as the case may be, may exercise the Option only as to the shares
that could have been purchased by the Optionee at the date of his
termination of employment. However, the Committee may, but is not required
to, waive any requirements made pursuant to Section 1.5(b) so that some or
all of the shares subject to the Option may be exercised within the time
limitation described in this subsection.
(d) Payment. Payment for shares as to which an Option is exercised
-------
shall be made in such manner and at such time or times as shall be provided
in the option agreement, including cash, Common Stock of the Company which
was previously acquired by the Optionee, or any combination thereof. The
Fair Market Value of the surrendered Common Stock as of the date of
exercise shall be determined in valuing Common Stock used in payment for
Options.
(e) Nontransferability. No Option granted under the Plan shall be
------------------
transferable other than by will or by the laws of descent and distribution.
During the lifetime of the Optionee, an Option shall be exercisable only by
the Optionee.
(f) Additional Provisions. Each option agreement may contain such
---------------------
other terms and conditions not inconsistent with the provisions of the
Plan, including the award of cash amounts, as the Committee may deem
appropriate from time to time.
1.6 Stock Adjustments; Mergers.
--------------------------
(a) Generally. Notwithstanding Section 1.4, in the event the
---------
outstanding shares are increased or decreased or changed into or exchanged
for a different number or kind of shares or other securities of the Company
or of any other corporation by reason of any merger, sale of stock,
consolidation, liquidation, recapitalization, reclassification, stock split
up, combination of shares, stock dividend, or transaction having similar
effect, the total number of shares set forth in Section 1.4 shall be
proportionately and appropriately adjusted by the Committee.
(b) Options. Following a transaction described in subsection (a)
-------
above, if the Company continues in existence, the number and kind of shares
that are subject to any Option and the option price per share shall be
proportionately and appropriately adjusted without any change in the
aggregate price to be paid therefor upon
16
<PAGE>
exercise of the Option. If the Company will not remain in existence or
substantially all of its voting Common Stock and Common Stock will be
purchased by a single purchaser or group of purchasers acting together,
then the Committee may (i) declare that all Options shall terminate 30
days after the Committee gives written notice to all Optionee's of their
immediate right to exercise all Options then outstanding (without regard
to limitations on exercise otherwise contained in the Options), or (ii)
notify all Optionee's that all Options granted under the Plan shall apply
with appropriate adjustments as determined by the Committee to the
securities of the successor corporation to which holders of the numbers of
shares subject to such Options would have been entitled, or (iii) take
action that is some combination of aspects of (i) and (ii). The
determination by the Committee as to the terms of any of the foregoing
adjustments shall be conclusive and binding. Any fractional shares
resulting from any of the foregoing adjustments under this section shall
be disregarded and eliminated.
1.7 Acceleration Event.
------------------
If an Acceleration Event occurs in the opinion of the Board of Directors,
based on circumstances known to it, the Board of Directors may, but is not
obligated to, direct the Committee to declare that any or all Options
granted under the Plan shall become exercisable immediately
notwithstanding the provisions of the respective agreements granting any
such Awards.
1.8 Notification of Exercise.
------------------------
Options shall be exercised by written notice directed to the Secretary of
the Company at the principal executive offices of the Company. Such
written notice shall be accompanied by any payment required pursuant to
Section 1.5(d). Exercise by an Optionee's heir or the representative of
his estate shall be accompanied by evidence of his authority to so act in
form reasonably satisfactory to the Company.
1.9 Modification, Extension and Renewal of Awards.
---------------------------------------------
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards or
accept the surrender of outstanding Awards (to the extent not theretofore
exercised) granted under the Plan or under any other plan of the Company
or a Subsidiary, and authorize the granting of new Awards pursuant to the
Plan in substitution therefor, and the substituted Awards may bear such
different or additional terms and conditions as the Committee shall deem
appropriate within the limitations of the Plan. Notwithstanding the
foregoing, however, no modification of an Award shall, without the consent
of the Grantee holding the Award, adversely affect the rights or
obligations of such Grantee.
1.10. Compliance with Rule 16b-3.
--------------------------
It is intended that the provisions of the Plan and any Award shall comply
in all respects with the terms and conditions of Rule 16b-3 under the
Securities Exchange Act of 1934, as in effect on January 1, 1999 and as
amended, or any successor provisions, as it relates to persons subject to
the reporting requirements of Section 16(a) of such Act. Any agreement
granting an Award shall contain such provisions as are necessary or
appropriate to assure such compliance. To the extent that any provision
hereof is found not to be in compliance with such rule as it relates to
such Act, such provision shall be deemed to be modified so as to be in
compliance with such rule, or if such modification is not possible, shall
be deemed to be null and void, as it relates to such Grantee.
ARTICLE II - INCENTIVE STOCK OPTIONS
2.1 Terms of Incentive Stock Options.
--------------------------------
Each Incentive Stock Option granted under the Plan shall be exercisable
only during a Term fixed by the Committee; provided, however, that the Term
shall end no later than 10 years after the date the Incentive Stock Option
is granted.
17
<PAGE>
2.2 Limitation on Options.
---------------------
The aggregate Fair Market Value of Common Stock (determined at the time the
Incentive Stock Option is granted) subject to Incentive Stock Options
granted to a Key Participant under all plans of the Key Participant's
employer corporation and its Parent or Subsidiary corporations and that
become exercisable for the first time by such Key Participant during any
calendar year may not exceed $100,000.
2.3 Special Rule for Ten Percent Shareholder.
----------------------------------------
If at the time an Incentive Stock Option is granted, a participant owns
stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of his employer corporation or of its Parent
or any of its Subsidiaries, as determined using the attribution rules of
Section 424(d) of the Code, then the terms of the Incentive Stock Option
shall specify that the option price shall be at least 110% of the Fair
Market Value of the stock subject to the Incentive Stock Option and such
Incentive Stock Option shall not be exercisable after the expiration of
five years from the date such Incentive Stock Option is granted.
2.4 Interpretation.
--------------
In interpreting this Article II of the Plan and the provisions of
individual option agreements, the Committee and the Board shall be governed
by the principles and requirements of Sections 421, 422 and 425 of the
Code, and applicable Treasury Regulations.
ARTICLE III - NONQUALIFIED STOCK OPTIONS
3.1 Terms and Conditions of Options.
-------------------------------
In addition to the requirements of Section 1.5, each Nonqualified Stock
Option granted under the Plan shall be exercisable only during a Term fixed
by the Committee.
3.2 Section 83(b) Election.
----------------------
The Company recognizes that certain persons who receive Nonqualified Stock
Options may be subject to restrictions regarding their right to trade
Common Stock under applicable securities laws. Such may cause Optionee's
exercising such Options not to be taxable under the provisions of Section
83(c) of the Code. Accordingly, Optionee's exercising such Nonqualified
Stock Options may consider making an election to be taxed upon exercise of
the Option under Section 83(b) of the Code and to effect such election will
file such election with the Internal Revenue Service within thirty (30)
days of exercise of the Option and otherwise in accordance with applicable
Treasury Regulations.
ARTICLE IV - ADDITIONAL PROVISIONS
4.1 Stockholder Approval.
--------------------
The Plan shall be submitted for the approval of the stockholders of the
Company at the first annual meeting of stockholders held subsequent to the
adoption of the Plan and in all events within two years of its approval by
the Board of Directors. If at said meeting the stockholders of the Company
do not approve the Plan, the Plan shall terminate.
18
<PAGE>
4.2 Compliance with Other Laws and Regulations.
------------------------------------------
The Plan, the grant and exercise of Options hereunder, and the obligation
of the Company to sell and deliver shares under such Options, shall be
subject to all applicable Federal and state laws, rules, and regulations
and to such approvals by any government or regulatory agency as may be
required. The Company shall not be required to issue or deliver any
certificates for shares of Common Stock prior to (a) the listing of such
shares on any stock exchange on which the Common Stock may then be listed
and (b) the completion of any registration or qualification or exemption of
such shares under any Federal or state law, or any ruling or regulation of
any government body which the Company shall, in its sole discretion,
determine to be necessary or advisable.
4.3 Amendments.
----------
The Board of Directors may discontinue the Plan at any time, and may amend
it from time to time, but no amendment, without approval by stockholders,
may increase the total number of shares which may be issued under the Plan.
Other than as expressly permitted under the Plan, no outstanding Award may
be revoked or altered in a manner unfavorable to the Grantee without the
consent of the Grantee.
4.4 No Rights As Shareholder.
------------------------
No Grantee shall have any rights as a shareholder with respect to any share
subject to his or her Option prior to the date of issuance to him or her of
a certificate or certificates for such shares.
4.5 Withholding.
-----------
Whenever the Company proposes or is required to issue or transfer shares of
Common Stock under the Plan, the Company shall have the right to require
the Grantee to remit to the Company an amount sufficient to satisfy any
Federal, state or local withholding tax liability in such form as the
Company may determine or accept in its sole discretion, including payment
by surrender or retention of shares of Common Stock prior to the delivery
of any certificate or certificates for such shares.
4.6 Continued Employment Not Presumed.
---------------------------------
This Plan and any document describing this Plan and the grant of any Award
hereunder shall not give any Optionee or other Participant a right to
continued employment or directorship by the Company or its Subsidiaries or
affect the right of the Company or its Subsidiaries to terminate the
employment or directorship of any such person with or without cause.
4.7 Effective Date; Duration.
------------------------
The Plan shall become effective as of April 1, 1999 pursuant to Board of
Director approval received on such date and shall expire on March 31, 2009.
The Plan was amended on September 29, 1999 to increase the number of shares
covered by the Plan from 1,600,000 to 2,600,000, and the Plan shall be
submitted to the Stockholders for approval on November 15, 1999. No Awards
may be granted under the Plan after March 31, 2009, but Awards granted on
or before that date may be exercised according to the terms of the related
agreements and shall continue to be governed by and interpreted consistent
with the terms hereof.
19
<PAGE>
Common Stock Proxy
Voxcom Holdings, Inc.
This Common Stock Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby (1) acknowledges receipt of the Notice of Annual
Meeting of Shareholders of Voxcom Holdings, Inc. (the "Company") to be held at
the MGM Grand Hotel, Las Vegas, Nevada, on November 15, 1999, beginning at 10:00
a.m., local time, and the Proxy Statement in connection therewith and (2)
appoints Leslie D. Crone, and Donald G. McLellan the undersigned's proxies with
full power of substitution for and in the name, place and stead of the
undersigned, to vote upon and act with respect to all of the shares of Common
Stock of the Company standing in the name of the undersigned, or with respect to
which the undersigned is entitled to vote and act, at the meeting and at any
adjournment thereof.
The undersigned directs that the undersigned's proxy be voted as follows:
1. ELECTION OF DIRECTORS:
<TABLE>
<S> <C> <C>
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for [ ] ABSTAIN
(except as marked to the contrary below) all nominees listed below from voting
</TABLE>
Lawrence R. Biggs, Jr.; Donald G. McLellan; Larry Cahill; Ronald L. Brown;
Harold C. Clark; Brahil Santos; Brian K. Norman; Dr. Alexander Dehmel
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the line provided below.)
________________________________________________________________________________
2. RATIFY AMENDMENT OF THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF
VOXCOM HOLDINGS, INC. TO MAX INTERNET COMMUNICATIONS, INC.
[ ] FOR ratification [ ] AGAINST ratification [ ] ABSTAIN from voting
3. RATIFY AMENDMENT OF THE ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK
[ ] FOR ratification [ ] AGAINST ratification [ ] ABSTAIN from voting
4. ADOPTION OF THE COMPANY'S 1999 STOCK OPTION PLAN
[ ] FOR ratification [ ] AGAINST ratification [ ] ABSTAIN from voting
5. RATIFY APPOINTMENT OF GRANT THORNTON LLP AS THE COMPANY'S AUDITORS
[ ] FOR ratification [ ] AGAINST ratification [ ] ABSTAIN from voting
6. IN THE DISCRETION OF THE PROXIES, ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
This proxy will be voted as specified above. If no specification is made,
this proxy will be voted for the election of the director nominees in item 1
above and for the ratification in item 2, 3, 4 and 5 above.
The undersigned hereby revokes any proxy heretofore given to vote or act
with respect to the Common Stock of the Company and hereby ratifies and confirms
all that the proxies, their substitutes, or any of them may lawfully do by
virtue hereof.
If more than one of the proxies named shall be present in person or by
substitute at the meeting or at any adjournment thereof, the majority of the
proxies so present and voting, either in person or by substitute, shall exercise
all of the powers hereby given.
Please date, sign and mail this proxy to the Company.
Date ____________________ ____, 1999
____________________________________ _______________________________
Signature of Shareholder Signature of Shareholder
Please date this proxy and sign your
name exactly as it appears hereon.
Where there is more than one owner,
each should sign. When signing as an
attorney, administrator, executor,
guardian or trustee, please add your
title as such. If executed by a
corporation, the proxy should be
signed by a duly authorized officer.
