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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
- ----------------------------------------------------------------
VIEW SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person Filing Proxy Statement, if not 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:
Not Applicable
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
Not Applicable
- ----------------------------------------------------------------
(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):
Not Applicable
- ----------------------------------------------------------------
(3) Proposed maximum aggregate value of transaction: Not Applicable
- ----------------------------------------------------------------
(5) Total fee paid: Not Applicable
- ----------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
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[ ] 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: Not Applicable
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.: Not Applicable
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(3) Filing Party: Not Applicable
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(4) Date Filed: Not Applicable
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VIEW SYSTEMS, INC.
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 30, 2000
------------------------
TO THE STOCKHOLDERS OF VIEW SYSTEMS, INC.:
It is my pleasure to invite you to the Annual Meeting of Stockholders (the
"Annual Meeting") of VIEW SYSTEMS, INC., a Florida corporation (the "Company"),
at 9:00 a.m.,Eastern Standard Time, on June 30, 2000, at the offices of View
Systems, Inc., 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046, for the
following purposes:
1. To elect five (4) directors to serve for the ensuing year and until their
successors are elected;
2. To appoint Stegman & Co. as our independent auditors for the year ending
December 31, 2000;
3. To adopt our View Systems, Inc. 2000 Restricted Share Plan;
4. To transact such other business as may properly come before the Annual
Meeting or any postponements or adjournments thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Only stockholders of record at the close of business on May 20, 2000, are
entitled to notice of and to vote at the Annual Meeting. We are mailing proxy
solicitation material to our stockholders commencing on or about June 1, 2000.
We must receive your proxy on or before June 25, 2000, in order for your proxy
to be voted at the meeting.
You are invited to attend the Annual Meeting in person. Regardless of
whether you intend attend the meeting in person, we urge you to read the
attached proxy statement and sign and date the accompanying proxy card and
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return it in the enclosed postage-prepaid envelope. It is important that your
shares be represented at the meeting. YOU MAY REVOKE YOUR PROXY IN THE MANNER
DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT HAS BEEN
VOTED AT THE ANNUAL MEETING. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY
VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED A PROXY.
By Order of the Board of Directors
----------------------------------
Andrew L. Jiranek
VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
Columbia, Maryland
April 30, 2000
YOUR VOTE IS IMPORTANT
Table of Contents
<TABLE>
<CAPTION>
<S> <C>
GENERAL INFORMATION..............................................................................................4
INFORMATION REGARDING THE MEETING................................................................................4
PROPOASAL NO. 1 ELECTION OF DIRECTORS............................................................................7
PROPOSAL NO. 2 APPOINTMENT OF INDEPENDENT AUDITORS...............................................................9
PROPOSAL NO. 3 ADOPTION OF RESTRICTED SHARE PLAN.................................................................9
BENEFICIAL OWNERSHIP............................................................................................11
EXECUTIVE COMPENSATION..........................................................................................12
CERTAIN TRANSACTIONS............................................................................................15
COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT.......................................................16
OTHER MATTERS...................................................................................................17
</TABLE>
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VIEW SYSTEMS, INC.
----------------
PROXY STATEMENT FOR THE
2000 ANNUAL MEETING OF STOCKHOLDERS
---------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL INFORMATION
The enclosed proxy is solicited on behalf of VIEW SYSTEMS,INC. (the
"Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Monday, June 30, 2000, at 9:00 a.m., local time, or
at any adjournment or postponement thereof, for the purposes set forth herein
and in the accompanying Notice of Annual Meeting of Stockholders. The Annual
Meeting will be held at our offices at 9693 Gerwig Lane, Suite O, Columbia,
Maryland 21046. The telephone number at that location is (410) 290-5919. When
proxies are properly dated, executed and returned, the shares they represent
will be voted at the Annual Meeting in accordance with the instructions of
the stockholder. If no specific instructions are given, the shares will be
voted for the election of the nominees for directors set forth herein, for
the ratification of the appointment of STEGMAN & COMPANY as independent
auditors as set forth herein for the adoption of our Restricted Share Plan
and, at the discretion of the proxy holders, upon such other business as may
properly come before the Annual Meeting or any adjournment or postponement
thereof.
These proxy solicitation materials, the accompanying proxy card and the
Company's annual report to shareholders as set forth on Form 10KSB for the year
ended December 31, 1999, were first mailed to stockholders on or about June 1,
2000, to all stockholders entitled to vote at the Annual Meeting. We have
included the information required by Rule 14a-3 of the Rules of the Securities
and Exchange Commission in this proxy statement, including the information
contained on Form 10KSB which contains audited financial statements for our last
two fiscal years, ended December 31, 1998 and 1999.
INFORMATION REGARDING THE MEETING
You will be entitled to vote, either in person or by proxy, at the
meeting on:
- The election of five (4) directors to serve for the ensuing year
and until their successors are elected;
- The appointment of Stegman & Company as our independent auditors
for the year ending December 31, 2000;
- The adoption of our View Systems, Inc. 2000 Restricted Share
Plan;
- The transaction of such other business as may properly come
before the Annual Meeting or any postponements or adjournments
thereof.
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BOARD OF DIRECTORS RECOMMENDATION
The Board recommends a vote FOR the election of nominees for the Board
of Directors, FOR the adoption of the View Systems, Inc. 2000 Restricted Share
Plan, and FOR the appointment of Stegman & Company as our independent auditors
for 2000.
RECORD DATE AND SHARES OUTSTANDING
Stockholders of record at the close of business on May 20, 2000, are
entitled to notice of and to vote at the Annual Meeting. As of the date of this
proxy, 8,136,080 shares of our Common Stock, $0.001 par value, were issued and
outstanding.
ATTENDANCE AT THE MEETING
All of the stockholders on May 20, 2000, can attend. Due to limited
space in the meeting room, we are limiting persons who can attend the meeting to
our stockholders, their representatives, our employees and directors and our
representatives.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company at or before the taking of the vote at
the Annual Meeting a written notice of revocation bearing a later date than the
proxy, (ii) duly executing a later dated proxy relating to the same shares and
delivering it to the Secretary of the Company at or before the taking of the
vote at the Annual Meeting or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be delivered to View Systems, Inc. at 9693 Gerwig Lane,
Suite O, Columbia, Maryland 21046, Attention: Secretary, or hand-delivered to
our Secretary at or before the taking of the vote at the Annual Meeting.
VOTING AND SOLICITATION
Each stockholder is entitled to one vote for each share of Common Stock
on all matters presented at the Annual Meeting. Stockholders do not have the
right to cumulate their votes in the election of directors.
We will bear the cost of soliciting proxies. In addition, we may
reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation material to such beneficial
owners. In addition, proxies may be solicited by directors, officers and
employees of the Company in person or by telephone, telegram or other means of
communication. No additional compensation will be paid for such services.
You may vote by signing and dating the proxy card you receive with this
proxy statement and returning it in the prepaid envelope. If you return your
signed proxy card but do no mark the boxes showing how you wish to vote, your
shares will be voted FOR the four proposals. Additionally, all comments written
on the proxy card or elsewhere will be forwarded to our management,
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but your identity will be dept confidential unless you ask that your name be
disclosed.
The shares on your proxy card represent all of your shares, including
those shares held in your accounts at various brokerages. If you do not return
your proxy card, your shares will not be voted.
QUORUM; ABSTENTIONS; BROKER NON-VOTES
The required quorum for the transaction of business at the Annual
Meeting is a majority of the shares of Common Stock issued and outstanding on
the Record Date. They may be present at the meeting or represented by proxy.
There must be a quorum for the meeting to be held, and a proposal must be
approved by more than 50% of the shares voting at a meeting at which there is a
quorum to be adopted. The 4 nominees for director receiving the highest number
of affirmative votes will be elected as directors. Shares that are voted "FOR",
"AGAINST" or "ABSTAIN" on a matter are treated as being present at the Annual
Meeting for purposes of establishing a quorum and are also treated as shares
"represented and voting" at the Annual Meeting (the "Votes Cast") with respect
to such matter.
If you submit a properly executed proxy card, even if you abstain from
voting, then you will be considered par of the quorum. However, abstentions are
not counted in the tally of votes FOR or AGAINST a proposal.
Broker non-votes will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but will not be
counted for purposes of determining the number of Votes Cast with respect to the
proposal on which the broker has expressly not voted. Thus, a broker non-vote
will not affect the outcome of the voting on a proposal.
VOTING ON "OTHER BUSINESS"
Although we do not know of any other business to be considered at the
meeting other than the proposals described in this proxy statement, if any other
business is presented at the meeting, your signed proxy card gives authority to
Gunther Than, our President and CEO, and Andrew L. Jiranek, our Vice President,
Secretary and General Counsel, to vote on those matters at their discretion.
STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
The rules of the Securities and Exchange Commission provide that
stockholder proposals may be considered for inclusion in the proxy material for
our annual meetings under certain circumstances. The Company currently intends
to hold its 2001 Annual Meeting of Stockholders in June 2001 and to mail proxy
statements relating to such meeting in April 2001. The date by which stockholder
proposals must be received by the Company for inclusion in the proxy statement
and form of proxy for its 2001 Annual Meeting of Stockholders is April 15, 2001.
Such stockholder proposals need to be accompanied by specific information
regarding the proposal. uch stockholder proposals should be submitted to View
Systems, Inc. at 9693 Gerwig Lane, Suite O, Columbia, Md. 21046, Attention:
Secretary.
The proxy card for the 2001 Annual Meeting of Stockholders will grant
the proxy holders discretionary authority to vote on any matter raised at the
2001 Annual Meeting of Stockholders. If a stockholder intends to submit a
proposal at the 2001 Annual Meeting of Stockholders, which is not eligible
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for inclusion in the proxy statement, and a form of proxy relating to that
meeting, the stockholder must do so no later than March 14, 2001. If such
stockholder fails to comply with the foregoing notice provision, the proxy
holders will be allowed to use their discretionary voting authority when and if
the proposal is raised at the 2001 Annual Meeting of Stockholders.
PROPOSAL NO. 1--ELECTION OF DIRECTORS
NOMINEES
A board of four (4) directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the four (4) nominees named below, all of whom are presently directors
of the Company. In the event that any nominee is unable or declines to serve as
a director at the time of the Annual Meeting, the proxies will be voted for a
nominee who shall be designated by the present Board of Directors to fill the
vacancy. In the event that additional persons are nominated for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will assure the election of as many of the nominees listed below as
possible, and, in such event, the specific nominees to be voted for will be
determined by the proxy holders. We are not aware of any nominee who will be
unable or will decline to serve as a director. The term of office for each
person elected as a director will continue until the next annual meeting of the
stockholders or until such director's successor has been duly elected and
qualified.
VOTE REQUIRED
The five nominees receiving the highest number of affirmative votes of
the shares entitled to be voted shall be elected to the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE NOMINEES
LISTED BELOW.
The names of the nominees and certain information about them as of
April 30, 2000, are set forth below:
<TABLE>
<CAPTION>
- --------------------------------- ---------------------------- ----------------------------------- -----------------------
Name of Nominee Age Position with the Company Since
- --------------------------------- ---------------------------- ----------------------------------- -----------------------
<S> <C> <C> <C>
Martin Maassen 58 Chairman of the Board May, 1999
(1)(2) of Directors
- --------------------------------- ---------------------------- ----------------------------------- -----------------------
Michael Bagnoli 42 Director May, 1999
(1)(2)
- --------------------------------- ---------------------------- ----------------------------------- -----------------------
Gunther Than 53 Director September,
1998
- --------------------------------- ---------------------------- ----------------------------------- -----------------------
David Barbara (2) 49 Director May, 1999
- --------------------------------- ---------------------------- ----------------------------------- -----------------------
</TABLE>
- ------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
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Dr. Martin Maassen has served as a Director of the Company since May
1999. In April, 2000, Dr. Maassen was appointed Chairman of the Board by the
current Directors, after Gunther Than stepped down as Chairman of the Board. Dr.
Maassen is board-certified in internal medicine and emergency medicine and has
served as a staff physician in the emergency departments of Jackson County,
Deaconess, Union and St. Elizabeth hospitals in Indiana since 1977. Since 1996,
he has been the President of Lafayette Emergency Care, P.C. in Lafayette,
Indiana. In addition to practicing medicine he maintains an expertise in
computer technologies and their medical applications. He holds a Bachelors and a
MD degree from Indiana University.
Dr. Michael Bagnoli has served as a Director of the Company since May,
1999. Dr. Bagnoli holds degrees as a medical doctor and a dental specialist.
Since 1988 he has practiced dentistry in the specialty area of oral and
masiofacial surgery. Through his practice, he introduced orthroscopic surgery
along with the full scope of arthroplastic and total joint reconstruction to the
community. Dr. Bagnoli was founder, CEO and president of a successful medical
products company, Biotek, Inc., which sold to a larger interest in 1994.
Gunther Than has served our President and Chief Executive Officer since
September, 1998. Throughout his career Gunther has been involved in leading edge
technologies, and has devoted his efforts to our technology on a full-time basis
since forming RealView in May 1994. He served as President and Chief Executive
Officer of RealView until we acquired it in October 1998. He has served as our
President and Chief Executive Officer since then. He also serves as President,
CEO and Board Member of View Technologies. Before RealView, he was vice
president and a principal, from 1980 to 1984, of Patterson Dental Corporation,
the largest dental industry supplier in the world.
Prior to Patterson Dental Corporation, Mr. Than's career included:
General Manager at Rutland Biotech, Vancouver, Canada, a developer of medical
and health related proprietary products; Director of Information Systems of
Salkin and Linoff, a Minneapolis, Minnesota retailer of soft goods and ladies
apparel, with $100MM in sales and over 500 retail outlets including Peck and
Peck; Manager of Systems and Programs, Fairway Foods, a $2 billion sales
division of Holiday Worldwide, Inc, and; Systems Programmer, Twin Disc, Inc, a
Wisconsin manufacturer of power transmissions for heavy equipment, ships and
construction implements.
Mr. Than is a graduate of the University of Wisconsin, with a dual
degree in engineering physics and applied mathematics. He has completed graduate
level studies toward a Ph.D. in mathematics at the University Of Wisconsin and
towards an MBA at Marquette University. Mr. Than became President, CEO and
Chairman in September, 1998, and stepped down as Chairman in April, 2000.
Dr. David Barbara has served as a Director of the Company since May,
1999. Dr. Barbara has held a variety of executive positions with hospitals in
Lafayette, Indiana. From 1994 to 1997, Dr. Barbara was a surgeon with the
Arnette Clinic in Lafayette, Indiana and from 1997 to 1998, Dr. Barbara was a
surgeon for the Vein Treatment Center in Indianapolis, Indiana. Since 1998, he
has been a surgeon with _a 120-physician multi-specialty clinic in Atlanta,
Georgia. He holds a BA from Xavier University and MD from the University of
Kentucky, and is a board certified surgeon.
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BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of three meetings
during 1998. Other than Mr. Colonna, no director attended fewer than 75% of the
total number of meetings of the Board of Directors or committees of the Board of
Directors held in 1998 during the period in which such directors were members of
the Board of Directors. The Board of Directors has an Audit Committee and a
Compensation Committee.
The Audit Committee currently consists of Messrs. Colonna, Duffy,
Stevens and Wilger and met once during 1998. This committee is primarily
responsible for approving the services performed by the Company's independent
auditors and for reviewing and evaluating the Company's accounting principles
and its system of internal accounting controls.
The Compensation Committee currently consists of Messrs. Duffy,
Jankowski and Stevens and met three times during 1998. This committee reviews
the Company's executive compensation policy and 1992 Stock Plan and makes
recommendations to the full Board of Directors for approval.
BOARD OF DIRECTORS COMPENSATION
Directors do not receive any cash compensation for their services as
members of the Board of Directors, although they are reimbursed for their
expenses in attending out-of-town meetings. There are no other family
relationships between directors and executive officers of the Company.
PROPOSAL NO. 2-- APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected STEGMAN & COMPANY, independent
auditors, to audit the consolidated financial statements of the Company for the
fiscal year ending December 31, 2000, and recommends that stockholders vote for
ratification of such appointment. In the event of a negative vote on such
ratification, the Board of Directors will reconsider its selection.
STEGMAN & COMPANY has audited the Company's financial statements since
1998. Its representatives are expected to be present at the Annual Meeting with
the opportunity to make a statement if they desire to do so and are expected to
be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR
RATIFICATION OF THE APPOINTMENT OF STEGMAN & COMPANY AS THE COMPANY'S
INDEPENDENT AUDITORS.
PROPOSAL NO. 3--RATIFICATION OF
APPROVAL OF VIEW SYSTEMS, INC. 2000 RESTRICTED SHARE PLAN
Our Board has adopted and approved the View Systems, Inc. 2000
Restricted Share Plan.
Our restricted share plan provides for grants to employees, officers,
independent directors and consultants of shares of our common stock. The purpose
of the plan is to enable us to attract and retain the best available personnel
and to encourage stock ownership by our employees, officers, independent
directors and consultants in order to give them a greater personal stake in our
successes.
Our Board of Directors and our Compensation Committee administers the
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plan and is responsible for determining the type, amount and terms of any
consideration awarded to a recipient. Under the plan, any rights to stock vest
in a recipient in accordance with the terms of the plan and agreement governing
the grant.
DESCRIPTION OF THE PLAN.
Eligibility. All of our and our subsidiaries' employees, officers and
independent directors are eligible to participate in the plan. Our non-employee
agents, consultants, advisors and independent contractors are also eligible to
participate. We currently have approximately 23 employees, officers and
directors eligible to participate in the plan.
The plan is administered by the Board and the Compensation Committee
which designates from time to time the individuals to whom awards are made under
the plan, the amount of any such award and the price and other terms and
conditions of any such award. The Board may delegate any or all authority for
administration of the plan to a committee of the Board. Subject to the
provisions of the plan, the Board and the Compensation Committee may adopt and
amend rules and regulations relating to the administration of the plan. Only the
Board may amend, modify or terminate the plan.
Types of Awards. The plan permits us to grant shares of our common
stock. Our common stock awarded under the plan may be authorized and unissued
shares or shares acquired in the market. If any award granted under the plan
expires, terminates or is cancelled, or if shares sold or awarded under the plan
are forfeited to or repurchased by us, the shares again become available for
issuance under the plan.
The plan shall continue in effect until April, 2010, subject to earlier
termination by the Board. The Board may suspend or terminate the plan at any
time.
The Board and Compensation Committee determine the persons to whom
shares of our common stock are granted, the number of shares to be covered by
each grant, the vesting period of each grant and the other terms of each grant.
We do not receive any monetary consideration upon the granting of options.
Grants of shares vest in accordance with the terms of an agreement
entered into at the time of grant. Upon the occurrence of certain conditions,
the number of shares subject to the grant vests in the shareholder, less the
amount necessary to satisfy our withholding obligations to taxing authorities.
The grants of shares of our common stock would require charges to our
income at the time of the grant and/or over the life of the award based upon
whether the shares of our common stock had a readily ascertainable market value
on the date of grant.
Share Restructure; Extraordinary Event. The plan provides that, if the
number of outstanding shares of our common stock is increased or decreased or
changed into or exchanged for a different number or kind of our shares or
securities or of another corporation by reason of any recapitalization, stock
split or similar transaction, appropriate adjustment will be made by the Board
in the number and kind of shares available for awards under the plan. In the
event of an Extraordinary event, which means the commencement of a tender offer
for our shares or assets, then any restrictions on the shares shall lapse.
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TAX CONSEQUENCES.
An employee who receives stock in connection with the performance of
services will generally realize taxable income at the time of receipt unless the
shares are substantially nonvested for purposes of Section 83 of the Code and no
Section 83(b) election is made. If the shares are not vested at the time of
receipt, the employee will realize taxable income in each year in which a
portion of the shares substantially vest, unless the employee elects to
accelerate the recognition of income under Section 83(b) within 30 days after
the original transfer. We will generally be entitled to a tax deduction in the
amount includible as income by the employee at the same time or times as the
employee recognizes income equal to the amount of the cash bonus paid at the
time of receipt.
BOARD RECOMENDATION
The Board unanimously recommends that you vote FOR the adoption of our
2000 Equity Incentive Plan.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of April 23, 2000 (except as noted)
certain information with respect to the beneficial ownership of our Common Stock
by (i) each of our directors, (ii) each of the executive officers named in the
Summary Compensation Table below and (iii) all directors and executive officers
as a group. Except as indicated in the footnotes to this table, the persons and
entities named in the table have sole voting and investment power with respect
to all shares of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
NAME OF BENEFICIAL OWNER AND SHARES PERCENT
RELATIONSHIP TO US ------ -------
- ------------------
OFFICERS, DIRECTORS AND 5% SHAREHOLDERS COMMON STOCK
BENEFICIALLY OWNED
<S> <C> <C>
Gunther Than, President, CEO and Director 2,171,800 26.9%
Bruce Lesniak Senior V.P. of Corporate Development 190,000 2.1%
Andrew L. Jiranek, V.P., Secretary, General Counsel 122,200 1.5%
Martin J. Maassen, Chairman of the Board 247,800 1.5%
David Bruggeman, Vice President of Engineering 39,000 1.1%
Mike Bagnoli Director 40,000 0.6%
All Executive Officers, Directors & 5% Shareholders as a Group (6 persons) 2,810,800 35.0%
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of Common Stock subject to
options or warrants currently exercisable or exercisable within 60 days of April
23, 2000 are deemed to be beneficially owned by the person holding such option
or warrant for computing the percentage ownership of such person, but are not
treated as outstanding for computing the percentage of any other person.
(2) Includes the following numbers of options to acquire shares of
common stock which are exercisable within 60 days of April 23, 2000: for
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Gunther Than, 349,000; for Bruce Lesniak, 40,000; for Andrew Jiranek, 15,000;
and for all directors and executive officers, 404,000.
(3) The address for each beneficial owner listed above is View Systems,
Inc., 9693 Gerwig Lane, Suite O, Columbia, Maryland 21046.
EXECUTIVE COMPENSATION AND OTHER MATTERS
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation earned in each of the last
three years by the Company's Chief Executive Officer who is the only executive
officer that received compensation in excess of $100,000 (collectively the
"Named Executive Officers") in the fiscal year ended December 31, 1999:
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------
NAME AND ALL SECURITIES
PRINCIPAL OTHER UNDERLYING RESTRICTED
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS STOCK
- -------- ---- ------ ----- ------------ ------- -----
<S> <C> <C> <C> <C> <C> <C>
Gunther Than 1999 $72,000 $900,000(1) -- 120,000 300,000
President, CEO
and Chairman
1998 0 0 0 0 0
</TABLE>
- --------------------------------------------------------------------------------
(1) Represents fair value on date of receipt of 300,000 shares awarded in
exchange for a covenant not to compete and covenant not to solicit
employees and customers and 250,000 shares awarded as bonus for
effecting acquisition of Eastern Tech.
OPTION/SAR GRANTS
The following table sets forth certain information concerning
option/SAR grants for the year ended December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
NAME AND UNDERLYING GRANTED TO EXERCISE
PRINCIPAL OPTIONS/SARS EMPLOYEES IN PRICE PER EXPIRATION
& POSITION GRANTED FISCAL YEAR SHARE DATE
<S> <C> <C> <C> <C>
Gunther Than, 250,000 100% $2.00 None
President, CEO
and Chairman
40,000 75% $ .01 July 1, 2004
30,000 80% $2.07 Aug.18, 2005
</TABLE>
- The 40,000 share option is an incentive stock option that vests at the
rate of 5,000 options per month commencing September 16, 1999.
- The 30,000 share option is a non-qualified option which vests at the
rate of 5,000 options per month commencing July 1, 1999.
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AGGREGATED OPTION/SAR EXERCISES
IN LAST FISCAL YEAR AND YEAR END VALUES
The following table sets forth certain information concerning option
exercises and options held for the fiscal year ending December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS OPTIONS/SARS
ACQUIRED AT FY-END @ FY/END ($)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME AND POSITION EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ----------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Gunther Than 0 0 320,000 37,200
President, Chief exercisable
Executive Officer 50,000
and Director unexercisable
</TABLE>
- We recognized $37,200 in expenses associated with the issuance of
options to Gunther Than in 1999.
LONG TERM INCENTIVE PLANS
The following table sets forth certain information concerning long term
incentive plan awards for the fiscal year ending December 31, 1999.
<TABLE>
<CAPTION>
NAME AND PRINCIPAL NUMBER OF SHARES TERM UNTIL
& POSITION OF RESTRICTED STOCK PAYOUT
<S> <C> <C>
Gunther Than 300,000 --
President, Chief
Executive Officer
and Chairman
</TABLE>
- 150,000 vested in 1999 and 150,000 vested in 2000.
GUNTHER THAN, PRESIDENT, CEO, DIRECTOR
Mr. Than has an executive employment agreement for $6,000 per month.
Under the agreement, he received 300,000 shares of our common stock in exchange
for a covenant-not-to-compete or solicit our employees. Mr. Than's employment
agreement will continue in effect unless terminated by either Mr. Than or us on
a sixty-day notice.
BRUCE LESNIAK, SENIOR VICE-PRESIDENT OF CORPORATE DEVELOPMENT
Mr. Lesniak has an independent contractor agreement for $4,000 per
month. Either party may cancel said agreement on thirty days notice. Mr. Lesniak
has also participated in our restricted share plan for 140,000 fully vested
shares, and we recognized $140,000 in expense associated with the
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<PAGE>
issuance of these shares. We have also agreed, for every month of service,
beginning July 1, 1999, to grant Mr. Lesniak options to purchase 4,000 shares
for a nominal option price. In addition, Mr. Lesniak is to receive commissions
for sales of products and any negotiated business combination he procures, upon
such terms as are subsequently agreed at the time the opportunity is identified.
ANDREW L. JIRANEK, VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
Mr. Jiranek has an employment agreement for $6,000.00 per month. Either
party may cancel the agreement on sixty days notice. Mr. Jiranek has
participated in our restricted share plan for 100,000 fully vested shares, and
we have recognized $135,000 in expense in 1999. Mr. Jiranek has also received,
under our 1999 stock option plan, an incentive stock option to purchase a total
of 18,000 shares and a non-qualified stock option to purchase a total of 18,000
shares. These options vest under the stock option plan at the rate of 1,500
incentive options and 1,500 non-qualified options every month, beginning
September 16, 1999, and July 1, 1999, respectively.
DAVID C. BRUGGEMAN, VICE PRESIDENT OF ENGINEERING
Mr. Bruggeman has an employment agreement with us for $6,000 per month.
The agreement may be canceled by either party on thirty days notice. Mr.
Bruggeman has participated in our restricted share plan for 48,000 shares, and
we recognized $24,000 in expense associated with the issuance of these shares in
1999. These shares are vesting at a rate of 4,000 shares per month beginning
March 1, 1999.
JOHN CURRAN, VICE PRESIDENT OF MANUFACTURING
Mr. Curran has an employment agreement with ETMC for $5,000 per month.
The agreement may be canceled by either party on thirty days notice. Mr. Curran
has also received 12,000 shares under our restricted share plan, and we
recognized $12,000 in expense associated with the issuance of these shares in
1999. These shares are vesting at a rate of 1,000 shares per month beginning
July 1, 1999.
EMPLOYMENT AGREEMENTS
We have adopted a policy of entering into employment agreements with
our senior management, and have entered into such agreements with Messrs. Than,
Bruggeman, Curran, Lesniak and Jiranek. The terms of the employment agreements
for Messrs. Than and Jiranek, provide that if termination is without cause,
these executives are entitled to severance payments for three (3) years equal to
the salary and bonuses they received in the year prior to termination. Bonuses
are determined in the discretion of the board of directors. These agreements
expressly survive acquisition by another company.
Our employment agreements include non-compete agreements and
confidentiality provisions which survive termination. In the event that we seek
enforcement of our confidentiality and non-compete agreements in court, it is
possible that the court may strike all or part of an agreement on the grounds
that it is unenforceable or unnecessary to protect our interests. These
agreements expressly survive acquisition by another company.
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<PAGE>
CERTAIN TRANSACTIONS
The following information summarizes certain transactions we engaged in
during the last two years, or we propose to engage in, involving our executive
officers, directors, 5% stockholders or immediate family members of those
persons:
Prior to the acquisition of Real View in October 1998, our principal
shareholders were Pamela Wilkinson with 974,800 shares and Julie Birns with
975,200 shares.
Gunther Than, Chairman of the Board, President and CEO, acquired
1,046,800 shares of common stock as a result of our acquisition of RealView
Systems. Leokadia Than, Gunther Than's mother, received 200,000 shares through
the exchange of RealView shares.
On May 27, 1999, we entered into a redemption agreement with Mr. Than,
whereby we redeemed 25,000 shares of common stock owned by Mr. Than in exchange
for a total cash payment of $50,000. As part of this agreement, we granted Mr.
Than an option to purchase back these 25,000 shares for $50,000, plus interest
on $50,000 from May 27, 1999, to the date of redemption, at a rate of 10% per
annum.
On September 30, 1999, we redeemed 34,860 shares of common stock of
Gunther Than in exchange for forgiveness of $67,719.35 in loans Gunther Than had
taken from us during 1999. As part of this agreement, Mr. Than was granted an
option to purchase these 34,860 shares back for $67,719.35, plus interest at the
rate of 10% per annum thereon from September 30, 1999, to the date of
redemption. Mr. Than continues to be indebted in the amount of approximately
$20,000 in loans he has taken from the Company during 1999.
For information concerning stock and options awarded to Mr. Than during
1998 and 1999, see "Executive Compensation," beginning at page 48
We have ssued 200,000 shares of common stock to Leokadia Than, Gunther
Than's mother, in exchange for forgiveness of loans totaling $177,000 and unpaid
and accrued interest in the amount of $33,000 on these loans. In December, 1999,
we loaned Leokadia Than $35,000. There are no certain terms for repayment of
this loan. In addition, Ms. Than purchased 10,000 shares of the common stock of
RealView Systems, Inc. and exchanged this stock certificate for 13,333 shares of
the common stock of View Systems, Inc. in July, 1999. Mr. Than disclaims
beneficial ownership of Leokadia Than's shares.
For information concerning stock and options awarded to Andrew L. Jiranek,
Bruce Lesniak, David Bruggeman and John Curran, see "Executive Compensation,"
beginning at page 48.
Martin Maassen, Chairman of Board, received $21,000 in consulting fees
from us prior to becoming a director. He also purchased 111,000 shares from us
on August 18, 1999, as part of our rule 506 offering at terms established for
that offering.
Mr. Michael Bagnoli purchased 20,000 shares from us on August 8, 1999,
as part of our Rule 506 offering, and another 20,000 shares as part of our
November 11, 1999 offering.
Linda Than, the wife of Gunther Than, and our Comptroller, received
15
<PAGE>
100,000 shares under our restricted share plan and was the recipient of 66,700
shares in the RealView share exchange.
The former shareholders and management of Xyros loaned monies to Xyros
for working capital, and took back promissory notes, which mature on December
31, 1999, and accrue interest at the rate of 10% per annum. As part of our
acquisition of Xyros, we agreed to guaranty the repayment of this indebtedness.
As of March 31, 2000, the outstanding principal amount of these loans had been
paid down to $110,000. Some of the management of Xyros became involved in our
management following the acquisition and some did not.
View Technologies, Inc., a privately held Colorado corporation founded
in 1994, is a related company. It was founded and organized by Gunther Than, our
President, CEO and chairman. Mr. Than is also President, CEO and chairman of
View Technologies. View Technologies produces software and hardware products
used in computer networks which transmit and store diagnostic medical imagery.
Some of the shareholders of View Technologies were also shareholders in RealView
Systems, Inc., a company acquired by us in October 1998.
We share human resources with View Technologies. We account for any
resources that are jointly used. From time to time, as is necessary, View
Systems and/or View Technologies will loan each other funds. On September 30,
1999, we redeemed 130,937 shares of common stock, held by View Technologies for
the redemption price of $2.13 per share, canceling View Technologies
indebtedness of $278,895.81 to us. View Technologies is in debt to us in the
approximate amount of $90,000, as of December 31, 2000, approximately $30,000 of
which was advanced in the fourth quarter of 1999. We believe we will be able to
collect the indebtedness owed by View Technologies to View Systems.
The board of directors approved all of these transactions on terms it
believes were as fair as those attainable from third parties.
Our policy in dealing with transactions between a related party and us
is intended to make each transaction fair and on market terms. All transactions
involving compensation, including options and restricted stock grants, must be
approved by the Compensation Committee. All other transactions must be approved
by a majority of directors who are not interested in the transaction after full
disclosure by the related party.
Gunther Than is a director of MediaComm Broadcasting. We own 840,000
shares of MediaComm. In November 1999, Mr. Than received options to acquire
150,000 shares of MediaComm for $2.00 per share. The options were granted as
compensation for his services as a director.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act of 1934, as amended, and regulations of
the Securities and Exchange Commission (the "SEC") thereunder require the
Company's executive officers and directors, and persons who own more than 10% of
a registered class of the Company's equity securities, to file reports of
initial ownership and changes in ownership with the SEC. Officers, directors and
greater than ten percent stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of the copies of such forms received by the
Company, or on written representations from certain reporting persons that no
other reports were required for such persons, during the
16
<PAGE>
period from January 1, 1998 to December 31, 1998, all of the Section 16(a)
filing requirements applicable to the Company's executive officers, directors
and 10% stockholders were complied with, except that (1)Gunther Than, Andrew
Jiranek, Lawrence Seiler, Martin Maassen, David Barbara and Michael Bagnoli did
not file their initial Form 3s until October 29, 1999, when such forms were due
on October 13, 1999; (2) Michael Bagnoli did not file his Form 4 reporting the
acquisition of 20,000 shares of our common stock in a private placement
approximately 30 days late; (3) Martin Maassen needs to file an amended Form 3
to correct the amount of shares that he owned on the date he filed his Form 3.
EXHIBITS
INDEX OF EXHIBITS
4.1 View Systems, Inc. 2000 Restricted Share Plan
OTHER MATTERS
The Company knows of no other matters to be brought before the Annual
Meeting. If any other matters properly come before the Annual Meeting, it is the
intention of the persons named in the accompanying proxy to vote the shares
represented as the Board of Directors may recommend.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Andrew L. Jiranek
VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
Dated: April 30, 1999
17
<PAGE>
PROXY
ANNUAL MEETING OF SHAREHOLDERS
VIEW SYSTEMS, INC.
9693 Gerwig Lane, Suite O
Columbia, Maryland 21046
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of View Systems, Inc., acknowledges receipt
of the Notice of Annual Meeting of Stockholders and Proxy Statement, and
appoints Gunther Than and Andrew L. Jiranek as Proxies and attorney-in-fact,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote as designated on the reverse, all the shares of Common
Stock of View Systems, Inc. held of record by the undersigned on June 30, 2000,
at the Annual Meeting of Stockholders to be held on June 30, 2000, or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND, WHEN PROPERLY
EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL PROPOSALS
AND ELECTION SET FORTH IN THIS PROXY.
18
<PAGE>
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE|
/X/ Please mark your vote
as in this example.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
1. PROPOSAL TO ELECT DIRECTORS
Nominees:
Martin Maassen [ ] [ ] [ ]
Gunther Than
Michael Bagnoli [ ] [ ] [ ]
David Barbara [ ] [ ] [ ]
</TABLE>
(INSTRUCTION: to withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
2. PROPOSAL TO APPROVE THE APPOINTMENT [ ] [ ] [ ] OF STEGMAN & COMPANY AS THE
INDEPENDENT PUBLIC ACCOUNTANTS OF THE CORPORATION.
3. PROPOSAL TO APPROVE ADOPTION OF RESTRICTED SHARE PLAN
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
[ ] [ ] [ ]
</TABLE>
4.IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
[ ] [ ] [ ]
</TABLE>
This proxy, when properly executed will be voted in the manner directed herein
by the undersigned stockholder, if no direction is made, this proxy will be
voted FOR Proposals 1, 2 and 3.
BY SIGNING THIS PROXY, YOU REPRESENT AND WARRANT TO THE CORPORATION THAT YOU ARE
ENTITLED TO VOTE THE NUMBER OF SHARES IN THE MANNER PRESCRIBED. THE CORPORATION
MAY RELY UPON THIS REPRESENTATION AND YOU AGREE TO PROVIDE THE CORPORATION, UPON
REQUEST, WITH EVIDENCE THAT YOU ARE AUTHORIZED TO VOTE THE SHARES AS
REPRESENTED.
PLEASE SIGN YOUR NAME EXACTLY AS IT APPEARS ON THE CORPORATION'S RECORDS, AND
INDICATE THE NUMBER AND CLASS OF SHARES OF COMMON STOCK OF THE CORPORATION YOU
HELD AS OF MAY 20, 2000. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH
19
<PAGE>
SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION OR OTHER ENTITY,
PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF
A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY BY USING THE ENCLOSED
ENVELOPE.
Dated _________, 2000
-------------------------- --------------------------
(Signature of Shareholder) (Signature of Shareholder
if held jointly)
Exact name(s) of Shareholder(s), as set forth in the corporation's records:
- -----------------------------------------------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
- -----------------------------------------------------------------------------
Signature Signature if held jointly
Dated: 2000
- ------- -------------- ----
Note: Please sign above exactly as name appears above. When shares are held by
joint interests both should sign. When signing as attorney, as executor,
administrator, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership please sign in partnership name by authorized person.
20
<PAGE>
Exhibit 4.1
VIEW SYSTEMS, INC.
2000 RESTRICTED SHARE PLAN
1. PURPOSE. The purpose of this 2000 RESTRICTED SHARE PLAN ("Plan") is
to further the interests of VIEW SYSTEMS, INC. (the "Company") by providing
incentives for directors, officers and employees of the Company who may be
designated for participation therein ("Participants") and to provide additional
means of attracting and retaining competent personnel.
2. ADMINISTRATION. The Executive Compensation Committee (the
"Committee") consisting of 3 nonemployee members of the Board of Directors of
the Company shall administer the Plan. The Committee will make all discretionary
decisions involving the Plan. A majority of the Committee shall constitute a
quorum, and the acts of a majority shall be the acts of the Committee. The
Committee shall have the sole authority to (i) award shares under the Plan; (ii)
consistent with the Plan, determine the provisions of the Restricted Share
Agreements entered into hereunder, including the shares to be awarded, the
restrictions and other terms and conditions applicable to each award of shares
under the Plan; (iii) interpret the Plan and the Restricted
21
<PAGE>
Share Agreements evidencing the restrictions imposed upon stock awarded under
the Plan and the shares awarded under the Plan; (iv) adopt, amend and rescind
rules and regulations for the administration of the Plan; and (v) generally
administer the Plan and make all determinations in connection therewith which
may be necessary or advisable, and all such actions of the Committee shall be
binding upon all participants. Any decision or selection reduced to writing and
signed by all of the members of the Committee shall be as fully effective as if
it had been made at a meeting duly held. The determinations of the Committee in
the administration of the Plan, as described herein, shall be final and
conclusive.
3. PARTICIPANTS. The Committee shall determine and designate from time
to time those directors, officers and employees of the Company who are eligible
to participate in the Plan. Pursuant to this Plan, the Committee may award to
Participants shares of common stock, par value $.001 per share ("Shares"), of
the Company, subject to certain restrictions and risk of forfeiture, in such
amounts and upon such terms as the Committee shall from time to time determine.
The Committee shall determine, in its sole discretion, the number of shares to
be awarded ("Awards") to each such employee selected. The Committee may, within
the terms of the Plan, be selective and non-uniform with respect to its
determination of the amount of Awards and the eligible employees to whom such
Awards are made.
4. SHARES SUBJECT TO THE PLAN. The Company has reserved 2,000,000
Shares for issuance to Participants under the Plan ("Restricted Shares"). If any
Awards granted under this Plan are forfeited, in whole or in part, the
Restricted Shares so released from the Award may be the subject of other Awards
under the Plan.
5. SHARE RESTRUCTURE. In the event there is any change in the Company's
Shares, as by stock splits, reverse stock splits, stock dividends, or other
relevant changes in the capitalization of the Company occurring after the
adoption of this Plan by the Board, the number and type of Restricted Shares
available for Awards under the Plan shall be appropriately adjusted by the
Committee. The decision of the Committee as to the amount and timing of any such
adjustment shall be conclusive.
6. EFFECT OF AWARD. The granting of an Award shall take place only when
a Restricted Share Agreement (the "Agreement") substantially in the form of the
agreement attached hereto is executed by the Company and the Participant. Such
Agreement shall contain such further terms and conditions, not inconsistent with
the terms of this Plan, related to the grant of the Restricted Shares. By
accepting the Award and executing the Agreement, each Participant undertakes and
agrees to be bound by all terms and provisions of this Plan and the Agreement.
The execution of the Agreement shall entitle such Participant to receive the
number of Restricted Shares specified in the Agreement, subject to the
restrictions contained in the Agreement.
7. RESTRICTIONS.
(a) The term "Restricted Period" as to any Restricted Shares
refers to the period of time that such Restricted Shares are subject to the
restrictions contained herein and in the Agreement.
(b) During the Restricted Period:
(i) No Restricted Shares may be transferred by the
Participant;
22
<PAGE>
(ii) The Restricted Shares shall be forfeited and
shall automatically be transferred to the Company in the event of termination of
the Participant's employment with the Company for any reason other than an
Extraordinary Event (as defined in Section 8); and
(iii) The Restricted Shares shall be subject to such
other terms, conditions and restrictions as determined by the Committee and set
forth in the Agreement
(c) With respect to any Restricted Shares awarded under this
Plan, the Committee, in it sole and absolute discretion, shall specify the
Restricted Period in the Agreement.
8. EXTRAORDINARY EVENT. In the event of the commencement of a tender
offer (other than by the Company) for any of the Company's common shares or a
sale or transfer, in one or a series of transactions, of assets having a fair
market value of 50% or more of the fair market value of all assets of the
Company, or a merger, consolidation or share exchange pursuant to which the
common shares of the Company are or may be exchanged for or converted into cash,
property or securities of another issuer, or the liquidation of the Company (an
"Extraordinary Event"), then the restrictions on the Restricted Shares shall
terminate and lapse immediately, without risk of forfeiture, on the "Event
Date." The "Event Date" is the date of the commencement of a tender offer, if
the Extraordinary Event is a tender offer, and in the case of any other
Extraordinary Event, the day preceding the record date in respect of such
Extraordinary Event, or if no record date is fixed, the day preceding the date
as of which shareholders of record become entitled to the consideration payable
in respect of such Extraordinary Event. Notwithstanding the foregoing, the
termination of the restrictions shall be conditioned on the actual occurrence
and completion of the Extraordinary Event.
9. PLAN LOANS. The Company recognizes that it is not in the best
interests of the Company for the Participant to sell Shares (or be required to
sell Shares, whether or not such Shares have been granted under the Plan) in
order to be able to pay taxes due as a result of any Awards made under the Plan.
Consequently, the Committee, upon the reasonable request of Participants, is
authorized to and shall make loans to Participants ("Plan Loans") in amounts
equal to the Participants' tax obligations resulting from any Award hereunder.
The Plan Loans shall be made at such rates and upon such other terms as the
Committee deems reasonable or appropriate. The Committee is further authorized
to forgive repayment of all or any part of any Plan Loan at any time or from
time to time, unconditionally or subject to such conditions as the Committee
deems reasonable or appropriate.
10. AMENDMENTS AND TERMINATION. The Committee may amend, suspend,
discontinue or terminate the Plan, but no such action may, without the consent
of the holder of any Award granted hereunder, alter or impair such Award.
11. PERIOD OF PLAN. The Plan has been adopted by the Board of Directors
on, and shall be effective as of, March 15, 2000. Unless extended or earlier
terminated by the board of Directors, the Plan shall continue in effect until,
and shall terminate on, the tenth anniversary of the effective date of the Plan.
23
