SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
|X| Filed by Registrant.
|_| Filed by Party other than the Registrant
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
VIAVID BROADCASTING, INC.
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than Registrant)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total Fee Paid:
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|_| Fee paid previously with preliminary materials.
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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:
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2) Form, Schedule or Registration Statement Number:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
VIAVID BROADCASTING, INC.
3955 GRAVELEY STREET
BURNABY, BRITISH COLUMBIA, CANADA V5C 3T4
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 29, 2000
Notice is hereby given that the Annual Meeting of Shareholders of
ViaVid Broadcasting, Inc. (the "Company") will be held at the offices of the
Company at 3955 Graveley Street, Burnaby, British Columbia, Canada, on Friday,
September 29, 2000, at 11:00 AM, local time, for the following purposes:
1. To elect four (4) directors of the Company to hold office
until the next Annual Meeting of Shareholders in 2001 and until their
respective successors are elected and qualified;
2. To consider and vote on a proposal to approve an amendment to
the Company's Articles of Incorporation to contain certain provisions
to eliminate or limit the personal liability of Directors and officers
to the Company under certain circumstances; and
3. To transact such other business as may properly come before
the meeting, or any adjournments thereof.
Information with respect to the above is set forth in the Proxy
Statement which accompanies this Notice. Only holders of shares of the Company's
Common Stock of record at the close of business on August 23, 2000 (the "Record
Date") are entitled to notice of and to vote at the Meeting.
We hope that all of our shareholders who can conveniently do so will
attend the Meeting. Shareholders who do not expect to be able to attend the
Meeting are requested to mark, date and sign the enclosed proxy and return the
same in the enclosed addressed envelope which requires no postage and is
intended for your convenience.
Cheryl Watkins, Secretary
Dated: August 29, 2000
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<PAGE>
VIAVID BROADCASTING, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
The enclosed proxy is solicited by the Board of Directors of ViaVid
Broadcasting, Inc., a Nevada corporation (the "Company"), from the holders of
shares of Common Stock, $.001 par value ("Common Stock") to be voted at the
Annual Meeting of Shareholders (the "Meeting") to be held at the offices of the
Company at 3955 Graveley Street, Burnaby, British Columbia, Canada, on Friday,
September 29, 2000, at 11:00 AM, local time, and at any adjournments thereof.
The only business which the Board of Directors intends to present or
knows that others will present at the Meeting is: (i) the election of four (4)
Directors of the Company to hold office until the next Annual Meeting of
Shareholders in 2001 and until their successors have been elected and qualified;
and (ii) to consider and vote on a proposal to approve an amendment to the
Company's Articles of Incorporation to contain certain provisions to eliminate
or limit the personal liability of Directors and officers to the Company under
certain circumstances. Management does not know of any other business to be
brought before the Meeting but it is intended that as to any other business, a
vote may be cast pursuant to the proxy in accordance with the judgment of the
person or persons acting thereunder. If proxies in the enclosed form are
properly executed and returned, the Common Stock represented thereby will be
voted at the Meeting in accordance with the shareholder's direction. Unless
otherwise specified, proxies in the enclosed form will be voted for the election
of the four (4) Directors named as nominees and in favor of the proposal to
approve the amendment of the Articles of Incorporation. Any shareholder giving a
proxy has the power to revoke it at any time before the proxy is voted by
revoking it in writing, by executing a later dated proxy or appearing at the
Meeting and voting in person. Any writing revoking a proxy should be addressed
to Cheryl Watkins, Secretary of the Company, at the address set forth below.
The Directors to be elected at the Meeting will be elected by a
plurality of the votes cast by the holders of Common Stock present in person or
by proxy and entitled to vote. The proposal to amend the Articles of
Incorporation will require the affirmative vote present in person or by proxy of
the holders of a majority of the outstanding shares of Common Stock. With regard
to the election of Directors, votes may be cast for or withheld from each
nominee. Votes that are withheld will have no effect on the outcome of the
election because Directors will be elected by a plurality of votes cast.
Abstentions may be specified on the proposal submitted to a stockholder
vote other than the election of Directors. Abstentions will be counted as
present for purposes of determining the existence of a quorum regarding the
proposal on which the abstention is noted. However,
<PAGE>
abstentions on the proposal will have the effect of a vote against the proposal
to amend the Company's Articles of Incorporation.
Under the rules of the New York Stock Exchange, brokers who hold shares
in street name have the authority to vote on certain routine matters on which
they have not received instructions from beneficial owners. Brokers holding
shares of the Company's Common Stock in street name who do not receive
instructions are entitled to vote on the election of Directors. Under applicable
Delaware law, "broker non-votes" on any proposal (where a broker submits a proxy
but does not vote a customer's shares on such proposal) will be considered not
entitled to vote on that proposal and thus will not be counted in determining
the outcome of such vote. Likewise, where authority to vote for the election of
Directors is withheld by a stockholder, such shares will not be counted in
determining the outcome of such vote. Therefore, broker non-votes with respect
to the election of Directors and stockholders who mark their proxies to withhold
authority to vote their shares will have no effect on the outcome of such
proposal, although broker non-votes and proxies submitted where the vote for the
election of Directors is withheld are counted in determining the existence of a
quorum.
Only holders of record of Common Stock as of the close of business on
August 23, 2000 are entitled to vote at the Meeting or any adjournments thereof.
On such date, the Company had outstanding voting securities consisting of
[_____________] shares of Common Stock, each of which shares is entitled to one
(1) vote on all proposals submitted to a vote of shareholders at the Meeting.
The Company's principal executive office address is located at 3955
Graveley Street, Burnaby, British Columbia, Canada V5C 3T4, and its telephone
number is (604) 669-0047. This Proxy Statement and the enclosed Form of Proxy
will be mailed to the Company's shareholders on or about August 29, 2000.
1. ELECTION OF DIRECTORS
At the Meeting, it is proposed to elect four (4) Directors to hold
office until the next Annual Meeting of Shareholders in 2001 and until their
respective successors are elected and qualified. It is intended that, unless
otherwise indicated, the shares of Common Stock represented by proxies solicited
by the Board of Directors will be voted for the election as Directors of the
four nominees hereinafter named. If, for any reason, any of said nominees shall
become unavailable for election, which is not now anticipated, the proxies will
be voted for the other nominees and may be voted for a substitute nominee
designated by the Board of Directors. Each nominee has indicated that he is
willing and able to serve as a Director if elected, and, accordingly, the Board
of Directors does not have in mind any substitute.
-2-
<PAGE>
The nominees as Director and their age are as follows:
Name Age
---- ---
Brian Kathler 37
Paul Watkins 37
Robert Gamon 53
James King 55
Brian Kathler has been the President and a Director of the Company
since January, 1999. Mr. Kathler has served as the President and a director of
the Company's wholly-owned subsidiary, ViaVid Broadcasting Corp. since October
31, 1998. Prior to joining the Company, Mr. Kathler was a self-employed computer
consultant from July, 1997 to November, 1998. Mr. Kathler provided technical
consulting services to several public companies based in Vancouver, British
Columbia, Canada as a self-employed computer consultant. Mr. Kathler was a
co-founder and a director of Riptide Technologies, a company involved in the
business of software consulting, from 1996 to July, 1997. Mr. Kathler was
employed as a senior software engineer by MPR Teltech, a company involved in the
business of telephone research from 1994 to 1996. Mr. Kathler possesses more
than fourteen years of experience in the computer software development,
consulting and management industry. Over this fourteen year period, Mr. Kathler
has worked in a number of areas of the software development industry ranging
from programming to assisting companies in getting started.
Paul Watkins has been a Director since January, 1999. Mr. Watkins has
also served as a director of the Company's subsidiary, ViaVid Broadcasting
Corp., since October 31, 1998. Mr. Watkins founded Watkins Communications Inc.,
an Internet marketing and news dissemination company with clients in the
financial industry, in 1994. Mr. Watkins has been the president and director of
Watkins Communications Inc. from 1994 to the present. Watkins Communications
Inc. has clients listed on the Vancouver Stock Exchange, Alberta Stock Exchange
and Toronto Stock Exchange for which it electronically files and disseminates
press releases and financial information. Mr. Watkins has a background in
computer sciences and has over 10 years experience in the business of investor
communications. Paul Watkins and Cheryl Watkins are husband and wife.
Robert Gamon joined the Company's board of directors on November 23,
1999. Mr. Gamon has been a director of the Company's subsidiary, ViaVid
Broadcasting Corp. since November, 1998. Mr. Gamon was an investment advisor
with Pacific International Securities of Vancouver, British Columbia from
November, 1997 to November, 1999. Mr. Gamon was an investment advisor with
Georgia Pacific Securities of Vancouver, British Columbia from 1991 to November,
1997.
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<PAGE>
James King has worked in the video industry since 1990. From February
of 1992 to June 1999, Mr. King was President of VTR Video. VTR manufactured and
distributed video products in Canada for major Hollywood studios. In June 1999,
Technicolor, a manufacturer of video and optical products, purchased VTR Video.
Mr. King continues as the head of Technicolor Canada. Mr. King is a graduate of
The University of British Columbia, and is a registered Professional Engineer.
Prior to 1990 Mr. King worked in management roles with Union Carbide, Gas
Products Division. He was a senior consultant with Roy Jorgensen Associates, a
firm specializing in Maintenance Management systems for Cities, Municipalities
and Provincial Governments.
EXECUTIVE OFFICERS
The executive officers of the Company are the following:
Name Position
---- --------
Brian Kathler President
Cheryl Watkins Secretary and Treasurer
Mr. Kathler's employment background is described above.
Cheryl Watkins has been the Secretary and Treasurer of the Company
since January, 1999. Ms. Watkins has over 10 years of experience as a legal
assistant in the area of securities and corporate commercial work. She
co-founded Watkins Communications Inc. with her husband, Paul Watkins, in 1994.
Ms. Watkins worked with Watkins Communications Inc. from October, 1997 to
present as corporate secretary and as an administrative consultant to publicly
traded companies. Ms. Watkins provided administration and legal assistant
services to Princeton Financial Services from March, 1997 to July, 1998. Ms.
Watkins was employed by Gerald J. Shields Law Corp. from March 1996 to March,
1997 where she provided administration and legal assistant and accounting
services. Ms. Watkins was employed by Strategic Capital from February, 1994 to
March, 1996 where she provided administration and legal assistant and accounting
services.
DIRECTOR AND OFFICER SECURITIES REPORTS
The Federal securities laws require the Company's Directors and
executive officers, and persons who own more than ten percent (10%) of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and
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<PAGE>
reports of changes in ownership of any equity securities of the Company. Copies
of such reports are required to be furnished to the Company. To the Company's
knowledge, based solely on a review of the copies of such reports and other
information furnished to the Company, all persons subject to these reporting
requirements filed the required reports on a timely basis with respect to the
Company's year ended March 31, 2000.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or awarded to our President
during the fiscal year ended March 31, 2000 for all services rendered to us in
that year. No other executive officer received compensation exceeding $100,000
during the year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-----------------------------------------------------------------------
BONUS/ANNUAL SECURITIES LONG-TERM
NAME AND INCENTIVE UNDERLYING INCENTIVE ALL OTHER
PRINCIPAL POSITION YEAR SALARY AWARD OPTIONS PAYOUTS COMPENSATION
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brian Kathler 1999 $39,000 -0- (1) -0- -0-
2000 $15,000
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Options granted to Mr. Kathler in 1999 were cancelled in January 2000.
EMPLOYMENT AGREEMENTS
The services of Brian Kathler, President of the Company, are provided
pursuant to a consulting agreement dated February 1, 2000 between Kathler
Holdings Ltd and the Company. The following services of Mr. Kathler are provided
pursuant to this agreement: (1) general direction and supervision of the
Company's business and financial affairs; (2) overall direction to the Company's
management; (3) management of the Company's day-to-day operations; and (4)
performing such other duties and observing such instructions as may be
reasonably assigned to Mr. Kathler by the Company's Board of Directors. The
agreement has a term of one year. The compensation paid to Kathler Holdings Inc.
is currently $5,000 per month. The services of Mr. Kathler under this agreement
are on a full time basis.
The services of Paul Watkins, a director, are provided pursuant to a
consulting agreement dated February 1, 2000 between Watkins Communications Inc.
and the Company. The
-5-
<PAGE>
following services of Mr. Watkins are provided to the Company pursuant to this
agreement: (1) the exercise of general direction and supervision over the
marketing and development of the Company's business; (2) providing direction to
the Company's management; (3) assisting with the Company's day-to-day
operations; and (4) performing such other duties and observing such instructions
as may be reasonably assigned by the Company's Board of Directors. The agreement
is for a term of one year. The compensation that the Company pays to Watkins
Communications Inc. is currently $5,000 per month. The services of Mr. Watkins
under this agreement are on a full-time basis.
The Company employs Cheryl Watkins as its Secretary and Treasurer to
provide administrative, accounting and corporate services. Ms. Watkins is an
employee at will without a written employment agreement, and is paid $2,800 per
month for her services.
The services of Robert Gamon, a director, are provided pursuant to a
consulting agreement between the Company, Mr. Gamon and 595871 B.C. Ltd. dated
December 1, 1999. The following services of Mr. Gamon are provided to the
Company pursuant to this agreement: (1) supervising the financing activities of
the Company; (2) advising the Company on its capital structure and the structure
of future financings; and (3) performing such other duties and observing such
instructions as may be reasonably assigned by the Company's Board of Directors.
The agreement is for a term of one year. The compensation that the Company pays
to 595871 B.C. Ltd. is $5,000 per month. The services of Mr. Gamon under this
agreement are on a full time basis.
The Company believes that the compensation paid to Kathler Holdings
Inc., Watkins Communications Inc., 595871 B.C. Ltd. and Ms. Cheryl Watkins is
below market compensation rates for companies in the Company's industry. The
consultant fees paid to Kathler Holdings Inc. and Watkins Communications Inc.
were increased effective August 31, 1999 to bring these rates of remuneration
closer to market rates. The Company believes that the terms of the agreements
with Kathler Holdings Inc., Watkins Communications Inc., 595871 B.C. Ltd. and
Ms. Cheryl Watkins are at least as fair to the Company as would have been
obtained from an unrelated third party in an arms-length negotiation.
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company acquired its subsidiary, ViaVid Broadcasting Corp., on
January 27, 1999 from Paul Watkins, Cheryl Watkins, 549419 BC Ltd. and Kathler
Holdings Inc. in consideration for the issue of 5,100,000 shares of its common
stock issued as follows:
o Kathler Holdings Inc. was issued 1,700,000 shares. Kathler Holdings
Inc. is a private company controlled by Brian Kathler, the President
and a Director of the Company.
o Paul Watkins, a Director, was issued 850,000 shares.
o Cheryl Watkins, Secretary and Treasurer, was issued 850,000 shares.
o 549419 BC Ltd. was issued 1,700,000 shares. 549419 BC Ltd. is a private
company controlled by Robert Gamon, a Director. These shares are now
held by 595871 BC Ltd., a private company controlled by Robert Gamon, a
Director.
The Company entered into a consulting contract with Kathler Holdings
Inc. for the services of Brian Kathler, its President and a Director. The
Company also entered into a consulting contract with Watkins Communications Inc.
for the services of Mr. Paul Watkins, a Director, and 595871 BC Ltd. for the
services of Mr. Robert Gamon, a Director. The terms of such agreements are
described above.
The Company also repaid on September 15, 1999 the following loans to
its shareholders and Directors:
Shareholder/Director Loan Repayment
-------------------- --------------
Kathler Holdings Inc. $3,240
549419 B.C. Ltd. $4,520
Paul Watkins $4,790
The Company has no other loans outstanding to any of its officers,
Directors or principal shareholders. The loans were repaid out of the proceeds
from the sale of securities.
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<PAGE>
2. APPROVE ADOPTION OF AMENDMENT TO ARTICLES OF INCORPORATION
The Board of Directors of the Company has determined that it is
advisable to amend the Company's Articles of Incorporation to contain certain
provisions permitted by Nevada law that will, under certain circumstances,
eliminate or limit the personal liability of a Director or officer to the
Company or its stockholders for damages for a breach of their fiduciary duties
as Director or officers. The proposed amendment, to be a new Section 9 of the
Articles, is set forth in full in the Addendum hereto. The amendment will not
eliminate or limit the liability of Directors or officers for (a) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (b) the payment of distributions to stockholders in violation of Nevada
law.
In recent years, the frequency and magnitude of claims and litigation
against Directors and officers of corporations have increased. Over the same
period, the cost of Directors' and officers' insurance policies has increased
substantially, with the amount of risk covered by such policies having
significantly decreased. As a result, and because the potential personal
liability associated with service as a Director or officer of a corporation can
be significant, it has become increasingly difficult for corporations to find
and retain talented and experienced Directors and officers. The proposed
amendment to the Articles of Incorporation should enable the corporation to more
effectively reduce the potential personal liability of members of the Board of
Directors associated with their service as Directors and to expand the scope of
the Company's indemnification of its Directors and officers. This should enable
the Company to continue finding and retaining talented and experienced Directors
and officers.
The Board of Directors believes that the amendment will enhance the
Company's ability to attract and retain qualified members of the Board of
Directors as well as encourage Directors to continue to make independent
decisions in good faith on behalf of the Company. The Company believes that the
more favorable corporate environment afforded by the amendment will enable it to
attract new Directors and to retain its current Directors.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE IN
FAVOR OF THE PROPOSED AMENDMENT.
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<PAGE>
COMMON STOCK OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of the Record Date, the Company had issued and outstanding
[______________] shares of its Common Stock. The following table sets forth, as
of the Record Date, certain information regarding beneficial ownership of the
Common Stock by (i) those persons beneficially holding more than five percent of
the Company's Common Stock, (ii) the Company's Directors who beneficially own
shares of the Common Stock and (iii) all of the Company's Directors and officers
as a group.
<TABLE>
<CAPTION>
Name and Address of Beneficial Number of Shares Percentage of Outstanding
Owner (1) Beneficially Owned(2) Common Stock
---------------------------------------------- ----------------------------------- -----------------------------------
<S> <C> <C>
Brian Kathler 1,635,000 (3) 24%
Robert Gamon 1,635,000 (4) 24%
Paul Watkins 817,500 12%
Cheryl Watkins 817,500 12%
James King 56,800 (5) 1%
All Directors and officers as a group (5 4,961,800 [ ]%
persons)
</TABLE>
--------------------------------
(1) Unless otherwise indicated, the address of such person is c/o the
Company.
(2) For purposes of the above table, a person is considered to
"beneficially own" any shares with respect to which he or she exercises sole or
shared voting or investment power or of which he or she has the right to acquire
the beneficial ownership within 60 days following August 23, 2000.
(3) The 1,635,000 shares of common stock beneficially owned by Brian
Kathler are registered in the name of Kathler Holdings Inc., a private company
controlled by Mr. Kathler.
(4) The 1,635,000 shares of common stock beneficially owned by Robert Gamon
are registered in the name of 595871 BC Ltd., a private company controlled by
Mr. Gamon.
(5) Includes 50,000 shares issuable on exercise of an option at $1.00 per
share. Also includes 5,000 shares held by Mr. King's wife, as to which he
disclaims a beneficial interest and 600 shares held by Mr. King's minor
children, as to which he disclaims a beneficial interest.
-9-
<PAGE>
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Company's Board of Directors has not appointed an audit committee,
a compensation committee or a nominating committee.
The Company's Board of Directors held three meetings during the year
ended March 31, 2000.
SUBMISSION OF SHAREHOLDERS' PROPOSALS FOR 2001 ANNUAL MEETING
Any proposals which shareholders intend to present for a vote of
shareholders at the Company's 2001 Annual Meeting and which such shareholders
desire to have included in the Company's proxy statement and form of proxy
relating to that meeting must be sent to the Company's executive office and
received by the Company not later than May 1, 2001.
PUBLIC ACCOUNTANTS
Although the Company has not selected its independent accountants for
the year 2001, it expects to select the firm of Davidson & Company, Chartered
Accountants. Davidson & Company has audited the Company's financial statements
since 1999, and management of the Company believes it is in the Company's best
interest to continue to have Davidson & Company audit the Company's financial
statements for the year ended March 31, 2001.
Davidson & Company served as the Company's independent accountants in
1999 and in 2000. Representatives of that firm are expected to be present at the
annual meeting with the opportunity to make a statement if they so desire and
are expected to be available to respond to appropriate questions.
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<PAGE>
GENERAL
The cost of soliciting proxies will be borne by the Company. In
addition to solicitation by use of the mails, certain officers and regular
employees may solicit proxies personally and by telephone and the Company will
request banks, brokerage houses and nominees and fiduciaries to forward
soliciting material to their principals and will reimburse them for their
reasonable out-of-pocket expenses.
The Company's Annual Report on Form 10-KSB for the year ended March 31,
2000, including financial statements, is being mailed to shareholders herewith.
However, that report is not part of the proxy soliciting information.
By Order of the Board of Directors
Cheryl Watkins, Secretary
Dated: August 29, 2000
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<PAGE>
ADDENDUM
9. DIRECTORS' AND OFFICERS' LIABILITY: No director or officer of the
Corporation shall be personally liable to the Corporation or any of its
stockholders for damages for breach of fiduciary duty as a director or officer
involving any act or omission of any such director or officer. However, the
foregoing provision shall not eliminate or limit the liability of a director or
officer for (a) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (b) the payment of dividends in violation of
Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of
this Section 9 by the stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions prior to such
repeal or modification.
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<PAGE>
APPENDIX: FORM OF PROXY
VIAVID BROADCASTING, INC.
3955 GRAVELEY STREET
BURNABY, BRITISH COLUMBIA, CANADA V5C 3T4
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Brian Kathler and Cheryl Watkins, and each of
them, as proxies, each with the power to appoint his or her substitute, and
hereby authorizes them to represent and vote, as designated below, all the
shares of common stock of ViaVid Broad-casting, Inc. held of record by the
undersigned on August 23, 2000 at the annual meeting of shareholders to be held
on September 29, 2000 or any adjournment thereof.
1. Election of Directors
|_| For all nominees listed below (except as marked to
contrary below)
|_| Withhold Authority to vote for all nominees listed
below
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.
Brian Kathler Paul Watkins
Robert Gamon James King
2. The proposal to approve the adoption of an amendment to the
Company's Articles of Incorporation.
|_| In Favor |_| Against |_|Abstain
<PAGE>
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR EACH OF THE PROPOSALS.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
WHEN SHARES ARE HELD BY JOINT TENANTS, 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.
Dated: _______________, 2000
------------------------------------------
Signature
Title (if required)
------------------------------------------
Signature (if held jointly)
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