<PAGE> 1
SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14 (A) of The Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-12
DELTA CAPITAL TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
__________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
__________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
__________________________________________________________________
(5) Total fee paid:
__________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
__________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
__________________________________________________________________
(3) Filing Party:
__________________________________________________________________
(4) Date Filed:
__________________________________________________________________
<PAGE> 2
DELTA CAPITAL TECHNOLOGIES, INC.
SUITE 225 - 999 - 8TH STREET SOUTH WEST
CALGARY, ALBERTA T2R 1J5
NOTICE OF 2000 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Delta Capital Technologies, Inc.
Notice is hereby given that the 2000 Annual Meeting of Stockholders
(the "Annual Meeting") of Delta Capital Technologies, Inc. (the "Company") will
be held on May 18, 2000 at the offices of our solicitors, Gordon J. Fretwell Law
Corporation, Suite 920 - 800 West Pender Street, Vancouver, British Columbia,
Canada at 10:00 a.m., local time, to consider and act upon the following
matters:
1. To elect five directors, to hold office until the 2001 Annual
Meeting of the Stockholders and until his successor is duly elected and
qualified, or until his earlier death, resignation or removal (Proposal
No. 1);
2. To ratify the appointment of Peterson, Sullivan, P.L.L.C. as the
Company's independent auditors for the year ending December 31, 2000
(Proposal No. 2); and
3. To transact such other business as may properly come before the
Annual Meeting or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on April 27,
2000 as the record date for determining the stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournment or postponement thereof.
The stock transfer books of the Company will remain open for the purchase and
sale of the Company's common stock, par value $0.001 per share.
All stockholders are cordially invited to attend the Annual Meeting.
By order of the Board of Directors,
/s/ Paul Davis
--------------
Paul Davis
President
Calgary, Alberta, Canada
April 28, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN
THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ENSURE REPRESENTATION OF YOUR SHARES
AND THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. IF YOU SEND IN YOUR PROXY
CARD AND THEN DECIDE TO ATTEND THE ANNUAL MEETING TO VOTE YOUR SHARES IN PERSON,
YOU MAY STILL DO SO. YOUR PROXY IS REVOCABLE IN ACCORDANCE WITH THE PROCEDURES
SET FORTH IN THE PROXY STATEMENT ENCLOSED HEREWITH.
<PAGE> 3
DELTA CAPITAL TECHNOLOGIES, INC.
SUITE 225 - 999 - 8TH STREET SOUTH WEST
CALGARY, ALBERTA T2R 1J5
PROXY STATEMENT FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 18, 2000
GENERAL
This Proxy Statement is furnished to the stockholders of Delta Capital
Technologies, Inc., a Delaware corporation (the "Company"), in connection with
the solicitation by the Company's board of directors (the "Board of Directors")
of proxies for use in voting at the annual meeting of stockholders of the
Company (the "Annual Meeting") to be held on May 18, 2000, at the offices of our
solicitors, Gordon J. Fretwell Law Corporation, Suite 920 - 800 West Pender
Street, Vancouver, British Columbia, Canada at 10:00 a.m., local time, and any
adjournment or postponement thereof. The shares represented by the proxies
received, properly marked, dated, executed and not revoked will be voted at the
Annual Meeting. You may revoke your proxy and change your vote at any time prior
to voting at the Annual Meeting by delivering to the Company (to the attention
of Judith Miller, the Company's Secretary) a written notice of revocation or by
attending the Annual Meeting and voting in person.
The Company's Annual Report for the year ended December 31, 1999 is
being mailed to stockholders with the mailing of the Notice of Meeting and Proxy
Statement on or about May 2, 2000.
VOTING SECURITIES AND VOTES REQUIRED
The outstanding voting securities of the Company as of the close of
business on April 27, 2000, the record date for the determination of
stockholders entitled to notice of or to vote at the Annual Meeting (the "Record
Date"), consisted of 14,600,000 shares of common stock, par value of $0.001 per
share ("Common Stock"). Holders of each share of Common Stock are entitled to
one vote on all matters properly brought before the Annual Meeting. Stockholders
are not permitted to cumulate votes for the purpose of electing directors or
otherwise.
Under the Company's Bylaws, the holders of a majority of the shares of
Common Stock issued, outstanding and entitled to vote on any matter shall
constitute a quorum with respect to that matter at the Annual Meeting.
Stockholders holding shares of Common Stock who are present in person or
represented by proxy (including stockholders who abstain from voting their
shares or who do not vote with respect to one or more of the matters presented
for stockholder approval) will be counted for purposes of determining whether a
quorum is present.
The affirmative vote of the holders of plurality of votes cast by the
stockholders entitled to vote at the Annual Meeting is required for the election
of directors. The approval of the ratification of the independent auditors of
the Company for the fiscal year ending 2000 will require the affirmative vote of
holders of a majority of the shares of Common Stock present or represented by
proxy and entitled to vote at the Annual Meeting. Abstentions are shares which
abstain from voting on a particular matter. Abstentions effectively count as
votes against Proposal No. 2, but have no effect on Proposal No. 3.
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<PAGE> 4
Broker non-votes are shares held in "street name" by brokers or nominees who
indicate on their proxies that the do not have discretionary authority to vote
such shares as to a particular matter. Broker non-votes effectively count as
votes against Proposal No. 2, but have no effect on Proposal No. 3.
This solicitation of proxies is being made by and paid for by the
Company. Besides this solicitation by mail, our directors, officers and other
employees may solicit proxies. Such persons will not receive any additional
compensation for assisting in the solicitation. We will also request brokerage
firms, nominees, custodians and fiduciaries to forward proxy materials to the
beneficial owners. We will reimburse such persons and our transfer agent for
their reasonable out-of-pocket expenses in forwarding such material. We may also
retain the services of proxy solicitation, information agent and/or mailing
service to perform the broker nominee search and to distribute proxy materials
to banks, brokers, nominees and intermediaries, for which the Company would not
pay more than $5,000.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of April 27,
2000, with respect to any person (including any "group," as that term is used in
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) who is known to the Company to be the beneficial owner of more
than five percent of any class of the Company's voting securities, and as to
those shares of the Company's equity securities beneficially owned by each of
its directors and nominees for director, the executive officers of the Company
named in the Summary Compensation Table under the heading "Compensation of
Executive Officers" below, and all of its directors and executive officers as a
group. Unless otherwise specified in the table below, such information, other
than information with respect to the directors and officers of the Company, is
based on a review of statements filed with the Securities and Exchange
Commission pursuant to Sections 13(d), 13(f), and 13(g) of the Exchange Act with
respect to the Company's Common Stock. As of the Record Date, there were
14,600,000 shares of Common Stock outstanding.
The number of shares of Common Stock beneficially owned by each person
is determined under the rules of the Commission, and the information is not
necessarily indicative of beneficial ownership for any other purpose. Under such
rules, beneficial ownership includes any shares as to which such person has sole
or shared voting power or investment power and also any shares which the
individual has the right to acquire within 60 days after April 27, 2000 through
the exercise of any stock option or other right. Unless otherwise indicated,
each person has sole investment and voting power (or shares such power with his
or her spouse) with respect to the shares set forth in the following table. The
inclusion herein of any shares deemed beneficially owned does not constitute an
admission of beneficial ownership of those shares. Unless otherwise specified,
the address for each person below is c/o Delta Capital Technologies, Inc., Suite
225-999-8th Street South West, Calgary, Alberta, Canada T2R 1J5.
<TABLE>
<CAPTION>
Shares of
Common Stock Percentage of Common
Name and Address of Beneficial Owner Beneficially Owned Stock Outstanding
------------------------------------ ------------------ --------------------
<S> <C> <C>
T. Davis Capital Corp. 800,000 5.48%
P.O. Box 18002, Tsawwassen Postal Outlet, Delta, British
Columbia, Canada
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C> <C>
Michael E. Horsey 0 0%
502-1230 Hamilton Street, Vancouver,
British Columbia, Canada
Paul Davis(1) 5,000,000(1) 34.25%
8 Stratton Place SW, Calgary, Alberta, Canada
Kevin Wong(2) 803,571(2) 5.50%
341 - 33rd Avenue NE, Calgary, Alberta, Canada
Judith Miller(3) 296,000(3) 2.03%
B201 - 1331 Homer Street, Vancouver,
British Columbia, Canada
Michael Steele(4) 412,500(4) 2.83%
2351 Chicoutimi Drive, NW, Calgary, Alberta,
Canada
All directors and executive officers as a group 7,312,071 50.08%
(5 persons)
</TABLE>
(1) Represents Mr. Davis' beneficial ownership of 5,000,000 shares of the
Company issued to 827109 Alberta Ltd.
(2) Represents Mr. Wong's beneficial ownership of 803,571 shares of the
Company issued to 827109 Alberta Ltd.
(3) Includes 200,000 shares of Common Stock which Ms. Miller has the right
to acquire within 60 days after April 27, 2000 upon exercise of
outstanding options.
(4) Includes 200,000 shares of Common Stock which Mr. Steele has the right
to acquire within 60 days after April 27, 2000 upon exercise of
outstanding warrants.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The persons named in the enclosed proxy will vote to elect as directors
the five nominees named below, unless the proxy is marked otherwise. If a
stockholder returns a proxy without contrary instructions, the persons named as
proxies will vote to elect as directors the nominees named below, each of whom
is currently a member of the Board of Directors of the Company.
Each director will be elected to hold office until the 2001 Annual
Meeting of Stockholders and until his successor is duly elected and qualified.
All of the nominees have indicated their willingness to serve, if elected;
however, if any nominee should be unable to serve, the shares of Common Stock
represented by proxies may be voted for a substitute nominee designated by the
Board of Directors.
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<PAGE> 6
There are no family relationships between or among any officers or
directors of the Company.
Set forth below are the name and age of each member of, and nominee to,
the Board of Directors, and the positions and offices held by him, his principal
occupation and business experience during the past five years, the names of
other publicly held companies of which he serves as a director and the year of
the commencement of his term as a director of the Company. Information with
respect to the number of shares of Common Stock beneficially owned by each
director directly or in directly, as of April 27, 2000, appears above under the
heading "Stock Ownership of Certain Beneficial Owners and Management."
NOMINEES FOR DIRECTOR
PAUL DAVIS, age 48, has been President, Chief Executive Officer and a
Director of the Company since June 4, 1999. Mr. Davis founded, in October, 1996,
SiCom Solutions Inc. which developed the Software. Since SiCom's inception Mr.
Davis has been responsible for developing SiCom's business model, integration
strategy, partnership and financing. In the period 1994 to October, 1996 Mr.
Davis was President and CEO of HPCC High Performance Computing Centre ("HPCC"),
a Calgary, Alberta based private company. During this employment with HPCC Mr.
Davis' responsibility was to develop high performance computing and advanced
applications associated with high-speed networking. In 1994 Mr. Davis received
his Bachelor of Applied Science, Electrical Engineering with a specialty in
computing technology and power engineering.
MICHAEL E. HORSEY, age 58, has been Chairman of the Board and Director
of the Company since February 4, 2000. Mr. Horsey is the principal of Stadium
Partners Services Inc. which assists sports and entertainment owners and
operators in the development and operation of facilities. Mr. Horsey is also the
former President of Northwest Arena Corporation, the developer of the $175
million General Motors Place in Vancouver, British Columbia. He is a former
Deputy Minister of Tourism for the Province of British Columbia and an Executive
Vice-President of a major Canadian advertising agency. Mr. Horsey has had a
long-standing interest in technology, having served as a director for Net Nanny,
the Vancouver-based Internet screening filter Software Company and he has been
involved in several high tech ventures.
KEVIN WONG, age 26, has been Director of Delta Capital since June 4,
1999. Mr. Wong has been Vice President and Director of SiCom Solutions Inc.
since 1997 where he developed the technical information and inception model for
the Software. In the 4 years prior to April, 1997, Mr. Wong attended University
during which time he obtained a law degree from the University of Windsor,
Ontario.
JUDITH MILLER, age 59, has been Secretary and Director of Delta Capital
since April 28, 1998. Ms. Miller has been President and Director of J.A.M.
Corporate Consultants Inc. ("JAM") since March 1994. JAM, which is wholly owned
by Ms. Miller, is a private company incorporated pursuant to the laws of British
Columbia, provides a variety of services including office management and
administration, meeting and special event planning, office redesign/relocation,
and fund raising. Ms. Miller is the sole employee of JAM and accordingly is
responsible for providing JAM's services.
MICHAEL STEELE, age 38, was appointed to the Company's Board of
Directors and as Senior Vice-President, Marketing and Development on April 18,
2000. Mr. Steele entered
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<PAGE> 7
into an employment agreement with the Company whereby he is paid a base salary
of Cdn$96,000 per year for a minimum of five years commencing January 1, 2000.
Mr. Steele is one of the founding partners in The Matridigm Corporation and has
extensive exposure to strategic marketing, research, business planning,
branding, communications and operations. Mr. Steele provides Delta with
extensive senior management/executive skill and contacts with key business
decision-makers, customers, media, bankers and analysts. Mr. Steele has
undertaken key roles in the development of the many companies' foundation
marketing, sales and mergers/acquisition strategies, as well as the preparation
of detailed revenue forecasts. His role at Matridigm was as lead
marketing/strategy/business consultant for the company's clients. His clients
have included: MetroNet Communications, TELUS Advanced Communications, Group
Telecom, TrizecHahn, Boyd Geomatic, Merak Projects Inc., SYNSORB Biotech and
COMAC Food Group among others.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR EACH OF
PAUL DAVIS, MICHAEL E. HORSEY, KEVIN WONG, JUDITH MILLER AND MICHAEL STEELE AS
DIRECTORS OF THE COMPANY TO HOLD OFFICE UNTIL THE 2001 ANNUAL MEETING OF
STOCKHOLDERS AND UNTIL HIS OR HER SUCCESSOR IS DULY ELECTED AND QUALIFIED OR
UNTIL HIS OR HER EARLIER DEATH, RESIGNATION OR REMOVAL.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1999 the board of directors met 4 times. Each director attended
all meetings.
The Company does not have any committees of its board of directors.
DIRECTOR COMPENSATION
None of the Directors receive Director's fees or out-of-pocket
expenses relating to attendance at meetings of the Board of Directors, or
otherwise. However, Judith Miller received certain fees in 1999 for performing
certain administrative services for the Company and commencing January 1, 2000,
Michael Steele receives a base salary of Cdn$96,000 per year. See "Certain
Relationships and Related Transactions".
EXECUTIVE OFFICERS OF THE REGISTRANT
OFFICERS
The following table sets forth the names, ages and positions of the
current executive officers of the Company:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Michael E. Horsey 58 Chairman of the Board and Director
Paul Davis 48 President, Chief Executive Officer and Director
Judith Miller 59 Corporate Secretary and Director
Michael Steele 38 Vice President, Marketing and Developing
</TABLE>
The biographies for each executive officer are set forth under
"Election of Directors - Nominees for Director."
COMPENSATION OF EXECUTIVE OFFICERS
Employment Arrangements
To date the Company does not have written employment agreements with
any of its employees, except an employment agreement with Michael Steele which
commenced January 1, 2000. See "certain Relationships and Related Transactions".
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<PAGE> 8
Summary Compensation Table
The following table sets forth certain information with respect to the
annual and long term compensation paid to the Chief Executive Officer for the
preceding three (3) years. No director or executive officer received
compensation in excess of $100,000 in 1999. See "Certain Relationships and
Related Transactions."
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------------- -----------------------------------
Awards Payouts
------------------------ -------
Securities Restricted All Other
Name and Other Annual Under Shares/ Compen-
Principal Year Salary Bonus Compensation Options Restricted LTIP Sation
Position Ending ($) ($) ($) Granted share Units PayOuts ($)
--------- ------ ------ ----- ------------- ---------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul Davis 1997 Nil Nil Nil Nil Nil Nil Nil
President 1998 Nil Nil Nil Nil Nil Nil Nil
1999 Nil Nil Nil Nil Nil Nil Nil
</TABLE>
Stock Options
On September 15, 1999 the Company entered into a written agreement
which reduced to writing previous verbal arrangements, pursuant to which Judith
Miller was granted a stock option to purchase 200,000 shares of the Company at
an exercise price of $0.0075 per share exercisable on or before December 31,
1999. On December 30, 1999, the Board of Directors approved a resolution to
extend the expiration date of the stock options to March 31, 2000 and the
extension was reduced to writing pursuant to a letter dated January 7, 2000. By
consent resolution dated March 16, 2000 the stock option expiration date was
extended again to March 31, 2001. The options were given as compensation for
prior services and were considered to have no value on the date of grant because
the stock of Delta Capital had no established market value at that time.
The following table summarizes stock options and SAR's held as of
December 31, 1999 by the Company's executive officers and presents the value of
unexercised options and SAR's held by the named executives at year end:
AGGREGATE OPTION/SAR EXERCISES IN LAST YEAR
AND YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities In the Money Options/SAR's
Shares Underlying Unexercised at Fiscal Year End
Acquired Value Options/SAR's at Fiscal Year Unexercisable/Exercisable
Name on Exercise Realized End Unexercisable /Exercisable (1)
---- ----------- -------- ------------------------------ --------------------------
<S> <C> <C> <C> <C>
Paul Davis Nil Nil Nil Nil
Judith Miller Nil Nil 200,000 Unexercised $414,500
</TABLE>
(1) Value is based on the closing sales price of the Company's Common Stock
on December 31, 1999 ($2.08), the last trading day of the Company's
fiscal year, less the applicable option exercise price.
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<PAGE> 9
Stock Option Exercises
Up through April 27, 2000, the only stock options granted by the
Company, remain outstanding.
Long Term Incentive Plans
Up through April 27, 2000, the Company did not have a long term
incentive plan.
Pension Plans
Up through April 27, 2000, the Company did not have a pension plan.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than 10% of the Company's common stock to file with the Commission initial
reports of ownership and reports of changes in ownership of common stock of the
Company. Officers, directors and greater than 10% stockholders are required by
the Commission's regulations to furnish the Company with copies of all Section
16(a) filing requirements.
To the Company's knowledge, none of the directors, executive officers
and greater than 10% stockholders complied with Section 16(a) filing
requirements. However, each director, executive officer and 10% stockholder
delivered manually signed copies of all applicable forms to the United Stated
Securities and Exchange Commission on April 10, 2000.
Report of the Board of Directors
The Board of Directors is responsible for determining the compensation
and benefit packages of each executive officer and employee of the Company. The
Board of Directors establishes compensation policies for the Company's Chief
Executive Officer and all other executive officers and employees of the Company.
Annual compensation for the Company's executives generally consists of
a base salary and from time to time, the Board of Directors may consider the
granting of stock options and the payment of cash bonuses based upon performance
in a particular year.
The salary for executives is generally set by reviewing compensation
for competitive positions in the market and the historical compensation levels
of the executives. Increases in annual salaries are based on actual corporate
and individual performance against targeted performance and various subjective
performance criteria. Targeted performance criteria vary for each executive
based on his area of responsibility, and may include achievement of the
operating budget for the Company as a whole or of a business group of the
Company, continued innovation in development and commercialization of the
Company's technology and products, timely development and commercial
introduction of new products or processes, implementation of financing
strategies and establishment of strategic licensing and development alliances
with third parties. Subjective performance criteria include an executive's
ability to motivate others, develop the skills necessary to grow as the Company
matures, recognize and pursue new business opportunities and
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<PAGE> 10
initiate programs to enhance the Company's growth and success. The Board of
Directors does not use a specific formula based on these targeted performance
and subjective criteria, but instead makes an evaluation of each executive
officer's contributions in light of all such criteria.
Compensation at the executive officer level also includes the long-term
incentives afforded by stock options. The stock option program is designed to
promote the identity of long-term interests between the Company's employees and
its shareholders and assist in the retention of executives. The size of option
grants is generally intended to reflect the executive's position with the
Company and his contributions to the Company, including his success in achieving
the individual performance criteria described above.
Base Salaries
The base salaries of the Company's executive officers have been set by
reviewing compensation for competitive positions in the market and the
historical compensation levels of such executives. The Company has not entered
into an employment agreement with any of its executive officers, except for the
employment agreement with Michael Steele commencing January 1, 2000 whereby Mr.
Steele receives a base salary of Cdn$96,000 per year.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), enacted in 1993, generally disallows a tax deduction to public
companies for compensation over $1 million paid to the corporation's Chief
Executive Officer and four other most highly compensated executive officers.
Qualifying performance compensation will not be subject to the deduction limit
if certain requirements are met. The Company intends to structure the
performance-based portion of the compensation of its executive officers (which
currently consists of stock option grants and performance based bonuses
described above), in a manner that complies with the new statute to mitigate any
disallowance of deductions.
Board of Directors
Paul Davis
Michael E. Horsey
Kevin Wong
Judith Miller
Michael Steele
Common Stock Performance
The Company's common stock is currently traded on the National
Association of Securities Dealers Inc. Automated Quotation System's Bulletin
Board, using the stock symbol "DCTG. The Company's common stock commenced
trading in March 1999 and the highest and lowest prices for it's common stock
during each quarter between March 1999 and April 27, 2000 are as follows:
<TABLE>
<CAPTION>
Quarter April 1-
Ended: 27, 2000 March 2000 December 1999 September 1999 June 1999 March 1999
------- -------- ---------- ------------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
HIGH 3.19 6.00 3.00 3.10 3.00 3.00
LOW 2.00 3.40 2.00 2.00 2.07 2.15
</TABLE>
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<PAGE> 11
These quotations reflect inter-dealer prices without retail mark-up,
mark-down or commission and may not represent actual transactions
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is subject to various conflicts of interest arising out of
its relationships with its executive officers, directors and stockholders,
including conflicts related to the arrangements by which the Company acquired
certain of its assets, as described below are conducted as arm's-length
transactions and were in the best interest of the Company. The Company intends
to continue to exercise its best business judgment and discretion in involving
any such conflicts between the Company and others with respect to these and all
other matters, and the Company believes that it will generally be able to
resolve such conflicts on an equitable basis.
Michael E. Horsey, Chairman of the Board and Director, does not hold
any shares of the Company or any entity affiliated with the Company.
Paul, Davis, President and Director of the Company and President and
Director of 827109 Alberta Ltd., holds 6,750,000 shares of 827109 Alberta Ltd.
and 3,140,857 shares of SiCom. Mr. Davis receives $6,000.00 per month as an
employee of 827109 Alberta Ltd..
Kevin Wong, Director of the Company and is Director and Vice-President
of Technology of 827109 Alberta Ltd.. Mr. Wong owns 2,250,000 shares of 827109
Alberta Ltd. and 440,000 shares of SiCom and he receives C$4,000 per month as an
employee of the 827109 Alberta Ltd..
Rajesh Taneja, Former Director of the Company received C$3,000 per
month as an employee of the Company.
Judy Miller, Director and Secretary of the Company owns 96,000 shares
of the Company and has an opinion to purchase 200,000 shares of the Company for
$0.0075 per share exercisable until March 31, 2001. Ms. Miller originally
participated in a private placement for 24,000 shares of the Company at $.001
per share prior to the consolidation of the Company's shares on a 4:1 basis. The
Company paid Ms. Miller US$2,000 in November 1998 for administrative services
and pursuant to a verbal consulting contract effective June 15, 1999 receives
C$3,500 per month from the Company.
Michael Steele, Director and Vice President, Marketing and Developing,
owns 212,500 restricted shares of the Company and 200,000 warrants of the
Company exercisable at US$2.00 until April 13, 2007. Effective January 1, 2000,
Mr. Steele entered into an employment agreement with the Company whereby he
receives Cdn$96,000 per year for a minimum of five years or until terminated
pursuant to the provisions as contemplated by the employment agreement.
During the last two years the Company has not been a party to and it is
not proposed that the Company will be a party to any transactions in which any
director, nominee for election as a director, executive officer, beneficial
owner of greater than 5% of the Company's common shares or any member of the
immediate family of such persons had or is to have a direct or indirect material
interest except the following:
(a) Share Exchange Agreement with 827109 Alberta Ltd.:
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<PAGE> 12
Pursuant to the Share Exchange Agreement dated June 1, 1999,
the Company issued 5,000,000 common shares to 827109 Alberta
Ltd. in exchange for 5,000,000 common shares of 827109 Alberta
Ltd.. Paul Davis, President and Director of the Company is
President and Director of 827109 Alberta Ltd. and owns
approximately 48.21% of the issued capital of 827109 Alberta
Ltd.. Mr. Davis receives $6,000 per month as an employee of
827109 Alberta Ltd.. Kevin Wong, a Director of the Company and
a Director and officer of 827109 Alberta Ltd. owns
approximately 16.07% of the issued capital of 827109 Alberta
Ltd. and receives C$4,000 per month as an employee of 827109
Alberta Ltd. Rajesh Taneja, a former Director of the Company
received C$3,000 per month as an employee of the Company.
(b) Share Exchange Agreement to acquire The Matridigm Corporation:
Pursuant to the Share Exchange Agreement dated for reference
January 1, 2000, the Company issued in the aggregate 500,000
restricted common shares to the five shareholders of The
Matridigm Corporation, the aggregate of 490,000 warrants
exercisable at US$2.00 until April 13, 2007 to four
shareholders of The Matridigm Corporation and paid Cdn$100,000
in the aggregate to the five shareholders of The Matridigm
Corporation in exchange for 100 common shares of The Matridigm
Corporation, being 100% of the issued and outstanding common
shares of The Matridigm Corporation. Michael Steele, a
shareholder of The Matridigm Corporation entered into an
employment agreement with the Company commencing January 1,
2000 and was appointed to the Company's Board of Directors and
as Senior Vice President Marketing and Developing.
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Peterson, Sullivan, P.L.L.C of Seattle, Washington audited the
Company's financial statements for the year ended December 31, 1999. The Board
of Directors has appointed Peterson, Sullivan P.L.L.C. as the Company's
independent auditors to audit the Company's financial statements for the year
ending December 31, 2000. If the stockholders do not ratify the selection of
Peterson, Sullivan P.L.L.C. as the Company's independent auditors, the Board of
Directors will reconsider the appointment.
Peterson, Sullivan, P.L.L.C. has served as the Company's independent
auditors since March, 2000 and is considered by management of the Company to be
well qualified. The Company has been advised by that firm that neither it nor
any member thereof has any financial interest, direct or indirect, in the
Company or any of its subsidiaries in any capacity. A representative of
Peterson, Sullivan, P.L.L.C. will be present at the Annual Meeting, will be
given the opportunity to make a statement if he or she so desires and will be
available to respond to appropriate questions.
Although the Company is not required to submit the ratification of the
selection of its independent auditors to a vote of shareholders, the Company's
board of directors believes that it is a sound policy to do so. In the event
that the majority of the votes cast are against the selection of Peterson,
Sullivan, P.L.L.C., the directors will consider the vote and the reasons
therefor in future decisions on the selection of independent auditors.
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<PAGE> 13
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF
PETERSON, SULLIVAN P.L.L.C. AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR
ENDING DECEMBER 31, 2000.
SHAREHOLDERS PROPOSALS
January 15, 2001 is the date by which proposals of shareholders
intended to be presented at the 2001 Annual Meeting of Shareholders must be
received by the Company for inclusion into the Company's proxy statement and
form of proxy relating to that meeting.
OTHER MATTERS
The board of directors does not know of any other matters which are
likely to be brought before the meeting. However, in the event that any other
matters properly come before the meeting, the persons named in the enclosed
proxy will vote said proxy in accordance with their judgment on such matters.
/s/ Paul Davis
--------------
Paul Davis
President and Director
April 28, 2000
Calgary, Alberta, Canada
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<PAGE> 14
PROXY
DELTA CAPITAL TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael E. Horsey and Judith Miller,
and each of them, as proxies, each with the power to appoint his or her
substitute to represent and to vote as designated below, all of the shares of
common stock of Delta Capital Technologies, Inc. held of record by the
undersigned on April 27, 2000 with respect to the Annual Meeting of Stockholders
to be held on May 18, 2000, or any adjournment thereof.
If any nominee name above declines or is unable to serve as a director,
the persons named as proxies, and each of them, shall have full discretion to
vote for any other person who may be nominated.
1. Election of Directors
FOR WITHHELD
Nominees: Paul Davis [ ] [ ]
Michael E. Horsey [ ] [ ]
Judith Miller [ ] [ ]
Kevin Wong [ ] [ ]
Michael Steele [ ] [ ]
2. Ratification of the selection of Peterson, Sullivan P.L.L.C. as
auditors of the Company for the year ended December 31, 2000.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon all
other matters properly brought before the meeting.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED IN THE
SPACE PROVIDED. TO THE EXTENT NO DIRECTIONS ARE PROVIDED, THEY WILL BE VOTED
"FOR" THE ELECTION OF ANY OR ALL OF THE NOMINEES FOR DIRECTOR AND FOR PROPOSAL
2, AND IN THE DISCRETION OF THE PROXIES ON ALL OTHER MATTERS PROPERLY BROUGHT
BEFORE THE MEETING AND ANY ADJOURMENT THEREOF. THIS PROXY MAY BE REVOKED AT ANY
TIME PRIOR TO ITS EXERCISE.
Dated May ____, 2000 -----------------------------------
Signature
-----------------------------------
Signature if jointly held
(Where stock is registered jointly in the names of two or more persons,
all should sign. Signature should correspond exactly with the name on the stock
certificate. Persons signing in a representative capacity should indicate that
capacity.)
I DO [ ] DO NOT [ ] PLAN TO ATTEND
THE ANNUAL MEETING IN PERSON.
PLEASE VOTE, DATE, SIGN AND INDICATE WHETHER YOU WILL BE ATTENDING THE
MEETING AND PROMPTLY RETURN THIS PROXY TO THE ATTENTION OF MS. JUDITH MILLER,
CORPORATE SECRETARY OF DELTA CAPITAL TECHNOLOGIES, INC., B201 - 1331 HOMER
STREET, VANCOUVER, BRITISH COLUMBIA, CANADA V6B 5M5
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