<PAGE>
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
CYBERSENTRY, INC.
---------------------------------------------------
(Name of Registrant as specified in its charter)
_________________________________________
(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction
applies:________________________________________________________
(2) Aggregate number of securities to which transaction
applies:________________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:___________(A)
(4) Proposed maximum aggregate value of transaction:________
(5) Total fee paid:_________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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>
CYBERSENTRY, INC.
412 East Madison
Tampa, Florida 33602
_____________
NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 31, 2000
TO THE STOCKHOLDERS OF CYBERSENTRY, INC.:
NOTICE IS HEREBY GIVEN, that the Special Meeting (the "Meeting") of
Stockholders of CyberSentry, Inc. (the "Company") will be held at 2:00 P.M. on
March 31, 2000 at the Grand Hyatt, East 42/nd/ Street adjacent to Grand Central,
New York, N.Y. 10017 for the following purposes:
1. To elect by Class the Board of Directors of the Company, which Directors
shall serve until the Company's Annual Meeting;
2. To ratify the appointment of BDO Seidman, LLP, as the Company's Certified
Public Accountants for the ensuing year;
3. To ratify the authorization of an additional Twenty Million shares of the
Company's Common Stock;
4. To transact such other business as may properly come before the Meeting and
any continuations and adjournments thereof.
Stockholders of record at the close of business on February 29, 2000 are
entitled to notice of and to vote at the meeting.
In order to ensure a quorum, it is important that stockholders representing
a majority of the total number of shares issued and outstanding and entitled to
vote be present in person or represented by their proxies. Therefore, whether
you expect to attend the meeting in person or not, please sign, fill out, date
and return the enclosed proxy in the self-addressed, postage-paid envelope also
enclosed. If you attend the meeting and prefer to vote in person, you can
revoke your proxy.
In addition, please note that abstentions are included in the determination
of the number of shares present and voting, for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
are not counted as voted either for or against a proposal.
By Order of the Board of Directors,
/s/ Frank Kristan
Chairman of the Board of Directors
March 17, 2000
<PAGE>
CYBERSENTRY, INC.
412 East Madison Street, Suite 1200
Tampa, Florida 33602
_______________________________
PROXY STATEMENT
_______________________________
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 31, 2000
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of CyberSentry, Inc. (the "Company"), for use at the
2000 Special Meeting of Stockholders of the Company (the "Meeting") to be held
on March 31, 2000 at 2:00 P.M. at the Grand Hyatt, East 42/nd/ Street adjacent
to Grand Central, New York, N.Y. 10017 and at any continuation and adjournment
thereof. Anyone giving a proxy may revoke it at any time before it is exercised
by giving the Chairman of the Board of Directors of the Company written notice
of the revocation, by submitting a proxy bearing a later date or by attending
the Meeting and voting. This statement, the accompanying Notice of Meeting and
form of Proxy have been first sent to the stockholders on or about March 21,
2000.
In addition, please note that abstentions are included in the determination
of the number of shares present and voting, for purposes of determining the
presence or absence of a quorum for the transaction of business. Abstentions
are not counted as voted either for or against a proposal.
All properly executed, unrevoked proxies on the enclosed form, which are
received in time will be voted in accordance with the stockholder's directions,
and unless contrary directions are given, will be voted for the proposals
described below.
OWNERSHIP OF SECURITIES
Only stockholders of record at the close of business on February 29, 2000,
the date fixed by the Board of Directors in accordance with the Company's
By-Laws, are entitled to vote at the Meeting. As of February 29, 2000, there
were issued and outstanding 14,021,165 shares of the Company's common stock (the
"Common Stock"), and there were 20,021,165 such shares as of March 16, 2000.
Each outstanding share of Common Stock is entitled to one vote on all
matters properly coming before the Meeting. A majority of the shares of the
outstanding Common Stock is necessary to constitute a quorum for the Meeting.
1
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth as of the date of March 21, 2000, the names
and beneficial ownership of the Company's Common Stock beneficially owned,
directly or indirectly, by (i) each person who is a director or executive
officer of the Company, (ii) all directors and executive officers of the Company
as a group, and (iii) all holders of 5% or more of the outstanding shares of
Common Stock of the Company.
Common Stock
<TABLE>
<CAPTION>
Number of Shares of Percentage of Total Shares of
Outstanding Common Stock Outstanding Common Stock
Name and Address of Beneficial Owner Beneficially Owned (1) Beneficially Owned
- ------------------------------------ ---------------------- ------------------
<S> <C> <C>
Chinon Investments 2,000,000 9.9%
Templar Corporation 775,000 3.9%
43 Deshon Avenue
Bronxville, New York 10708
Patriot Advisors, Inc. (3) 562,400 2.8%
43 Deshon Avenue
Bronxville, New York 10708
Gerald Resnick and Helene Resnick (4) 4,500,000 22.5%
Frank Kristan (5) 0 -
Hal Shankland (2) (6) 750,000 3.7%
Frank Conklin (5) 0 -
Edward Dowling, Jr (5) 0 -
Gilbert Raker (5) 0 -
Fianna Partners, L.P.(6) 6,000,000 29.9%
97 Church Road
Easton, CT 06612
All directors and executive officers as a 8,087,400 40.1%
group (4 entities listed) (8) (9)
</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. Except as indicated by footnotes and subject
to community property laws, where applicable, the persons named above have sole
voting and investment power with respect to all shares of the Common or
preferred stock (the "Preferred Stock"), as the case may be, shown as
beneficially owned by them.
(2) Does not include shares of Preferred Stock owned by such individual. For a
list of the holders of Preferred Stock see the following Preferred Stock charts.
Each share of Preferred Stock is entitled to one vote on all matters requiring a
stockholder vote or other stockholder action.
(3) Patriot has entered into Stock Purchase Agreements with each of Sprint
Communications Company L.P. (the "Sprint Agreement") and RSL Com U.S.A., Inc.
(the "RSL Agreement") pursuant to which Patriot has agreed to purchase, at
specified times and specified amounts, shares of Class A Preferred Stock owned
by RSL (the "RSL Shares") and Sprint (the "Sprint Shares"), respectively. Under
the Sprint Agreement, Patriot agreed to purchase from Sprint at $1.50 per share
(i) 54,000 Sprint Shares within 30 days after confirmation
2
<PAGE>
of the Plan, (ii) 74,087 Sprint Shares within 90 days after confirmation of the
Plan, (iii) at the option of Sprint, all or part of the balance of Sprint Shares
during the period (subject to extension) between 180 days and 455 days after
confirmation of the Plan and (iv) if Sprint still owns any Sprint Shares after
the end of that 455-day period (as extended), all of the remaining Sprint
Shares. Under the RSL Agreement, Patriot agreed to purchase from RSL at $1.50
per share (i) 53,564 RSL Shares within 30 days after confirmation of the Plan,
(ii) 74,395 RSL Shares within 90 days after confirmation of the Plan, (iii) at
the option of RSL, all or part of the balance of RSL Shares during the period
(subject to extension) between 180 days and 455 days after confirmation of the
Plan and (iv) if RSL still owns any RSL Shares after the end of that 455-day
period (as extended), all of the remaining RSL Shares. To the extent that such
options are exercised by RSL and/or Sprint, the shares of Class A Preferred
Stock owned by such entities would decrease by such amounts and the shares of
Class A Preferred Stock owned by Patriot would increase by such amounts.
(4) The Company has issued to Mr. Resnick an option to purchase 500,000 shares
of Common Stock exercisable at $1.00 per share during the term of his employment
with the Company and for one year thereafter. The table includes the shares of
Common Stock subject to that option. Mr. Resnick is no longer employed by the
Company, nor one its Directors, but the Company anticipates executing a
consulting agreement forming part of an amicable resolution to Mr. Resnick's
resignation incorporating the appropriate terms of his employment agreement.
The Company also anticipates executing a mutual release and indemnification
agreement with Mr. Resnick, such indemnification to be subject to the terms of
Mr. Resnick's employment agreement.
(5) While Messrs. Kristan, Conklin, Dowling and Raker own no shares of the
Company's Common Stock in their own name, it is anticipated that the Company
will, pursuant to certain resolutions adopted by its Board of Directors, issue
them options on 50,000 shares thereof in return for service on such Board for
the first year of service thereon. Hal Shankland will also receive options
therefor, which options shall be issued under the same terms as apply to the
above.
(6) The Company has issued to Mr. Shankland an option to purchase 100,000
shares of Common Stock exercisable at $1.00 per share (for the first year) and
at fair market value (after the first year) during the term of his employment
with the Company. The table includes the shares of Common Stock subject to that
option.
(7) On March 6, 2000, the Company issued 6,000,000 of its shares of Common Stock
to Fianna Partners, L.P., in exchange for 420 Limited Partnership Interests, at
$100,000 each, of Fianna Partners.
(8) Includes the shares of Common Stock held by Messrs. Kristan, through Patriot
Advisors, Inc. and Templar Corporation, and Shankland.
(9) Figures may not add up due to rounding in the calculation of individual
percentages.
3
<PAGE>
Class A Preferred Stock (1)
<TABLE>
<CAPTION>
Percentage of Total
Number of Shares of Shares of
Class A Preferred Stock Class A Preferred Stock
Name and Address of Beneficial Owner Beneficially Owned (2) Beneficially Owned (2)
- ------------------------------------ ---------------------- ----------------------
<S> <C> <C>
Raoul Bouille 11,526 .28%
Marina Office, Suite 5
Sandy Bay Road
Clontral SW 2093 Australia
RSL Comm. U.S.A., Inc. (3) 850,062 20.7%
c/o Westinghouse Communications
1001 Brinton Road
Pittsburgh, PA 15221-4533
Sprint Communications Company L.P. (3) 545,705 13.3%
8140 Ward Parkway
Kansas City, MO 64114-2006
Worldcom 399,859 9.8%
P.O. Box 730426
Dallas, TX 75373-0426
David Veltman 2,291,921 56%
3130 Tiffany Drive
Bellair Beach, Florida 34635
</TABLE>
___________
(1) Each share of Class A Preferred Stock may be converted, at the option of
the holder, into one share of Common Stock (subject to adjustment in certain
events) at any time from and after March 25, 2001 and through March 24, 2004.
The holders of shares of Class A Preferred Stock are entitled to elect one
director as a class and, in addition, are entitled to cast one vote (subject to
similar adjustment) per share of Class A Preferred Stock on all other matters
requiring a stockholder vote or other stockholder action by the holders of
Common stock.
(2) 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. Subject to community property laws, where
applicable, the persons named above have sole voting and investment power with
respect to all shares of Class A Preferred Stock shown that they beneficially
own.
(3) See note 4 above under the Common Stock table.
4
<PAGE>
Class B Preferred Stock
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
CLASS A PREFERRED STOCK PERCENTAGE OF CLASS B
Name and Address of Beneficial Owner BENEFICIALLY OWNED BENEFICIALLY OWNED
- ------------------------------------ --------------------- ------------------
<S> <C> <C>
VisionNet, Inc. 2,000,000 66.7%
c/o LibertyOne Limited
80 McLachlan Avenue
Rushcutters Bay
Sydney NSW 2011 Australia
Raoul Bouille 250,000 8.3%
Marina Office, Suite 5
Sandy Bay Road
Clontral SW 2093 Australia
Hal Shankland 750,000 25%
All directors and executive officers as a group 750,000 25%
(last person listed)
</TABLE>
Each share of Class B Preferred Stock may be converted at the option of the
holder into one share of Common Stock (subject to adjustment in certain events)
at any time from and after March 25, 2001 and through March 24, 2004. The
holders of shares of Class B Preferred Stock are entitled to cast one vote
(subject to similar adjustment) per share of Class B Preferred Stock on all
other matters requiring a stockholder vote or other stockholder action by the
holders of Common Stock.
Beneficially 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. Subject to community property laws, where
applicable, the persons named above have sole voting and investment power with
respect to all shares of Preferred Stock shown as beneficially owned by them.
5
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Five directors are to be elected at the Meeting to hold office until the
next meeting of stockholders or until their successors have been duly elected
and qualified. The Company's Certificate of Incorporation and By-Laws provides
that its directors be divided into three classes. The election of directors
requires the affirmative vote of at least the majority of shares of Common Stock
present or represented at a meeting at which a quorum is present or represented.
The By-Laws of the Company provide that the authorized number of directors
shall be as set by the Board of Directors but shall not be less than three. The
Class I directors will hold office until the next annual meeting of
stockholders. The Class II directors will hold office until the annual meeting
to be held two years from the current annual meeting. The Class III Directors
will hold office until the annual meeting to be held three years from the
current annual meeting. There are no agreements with respect to the election of
directors, except that the holders of Class A Preferred Stock and Class B
Preferred Stock, voting together as a class, have the right to elect one member
of the Board of Directors. The holders have nominated Hal Shankland to serve on
the Board of Directors as their nominee. The Company has not to date paid
directors any cash fees for service on the Board of Directors, but it
anticipates remunerating their services for service on the Board by paying them
Five hundred dollars ($500.00) per Meeting attended in person, Two hundred
dollars ($200.00) per Meeting attended in telephonically, in cash or shares of
the Company's Common Stock and to reimburse them for any expenses incurred in
connection therewith.
Stockholder Vote Required
The election of the directors will require the affirmative vote of the
majority of the shares present in person or represented by proxy at the Special
Meeting of Stockholders and entitled to vote on the election of Directors.
The Board of Directors recommends a vote FOR election to the Board of
Directors of the Company each of the following Director Nominees, for the class
denominated.
Name Age Class Position(s)
Frank Kristan....... 41 I Chairman of the Board, CEO and President
Hal Shankland....... 55 III Director, Senior Vice President and Secretary
Frank Conklin....... 42 III Director
Edward Dowling, Jr.. 36 I Director
Gilbert Raker....... 56 II Director
Frank Kristan is the President and CEO of Patriot Advisers, Inc, a provider
of investment advisory services to investment funds, corporations and
individuals. From 1994 to 1997, Patriot managed funds on behalf of Templar
Corporation. When Mr. Kristan concluded his involvement in managing third party
assets, total assets under management exceeded $50 million. Patriot Advisors
has been involved in development-stage financing of Inktomi Corporation and
LibertyOne, Ltd. and the Company. Prior to forming Patriot Advisors, Mr.
Kristan was the Principal and CEO of Kristan Associates, a financial consulting
firm that provided various financial advisory services for the
telecommunications and financial services industries.
6
<PAGE>
He began his career at Affiliated Computer Systems where he provided computer
and operational advisory services to banking and financial services institutions
involved in merger and acquisition transactions. Mr. Kristan earned his BS in
Mathematics from the University of Western Australia.
Hal Shankland, Senior Vice President for Advanced Product Technology,
served as President of TSC from July 1991 until the Merger and has held his
current position with us since the Merger. Mr. Shankland has served as one of
the Company's directors since April 20, 1999. He is an entrepreneur with over
25 years of experience in the computer and telecommunications industries. Mr.
Shankland has worked with Litton Industries, Dyna Com and has served as
President of Hal & Associates, Inc. of Tampa, Florida. Mr. Shankland has been a
computer consultant to numerous corporate clients, including Southern
Management, Inc. As the Company's Senior Vice President, Mr. Shankland is
responsible for operational management of the telecommunications systems and the
integration of new technologies. While serving in the U.S. Air Force, Mr.
Shankland attended Florida State University and the University of Maryland from
1963 until 1967. Mr. Shankland has entered into a three year employment
agreement with the Company.
Frank Conklin is the President and Founder of Sinclair Ventures, LLC.
Sinclair Ventures is the Managing Partner for Fianna Partners, L.P. Sinclair
Ventures, LLC, has developed a new strategy for integrated benefits development.
Mr. Conklin has twenty years of experience in the commercial insurance,
specialty financial-insurance and healthcare services industries. He has served
as an Officer in the Financial Services Division of Alexander & Alexander, where
he specialized in political and export-credit risk insurance and financial
guarantees; he was a co-founder of Credit Enhancement Services Corp., a
specialty insurance broker, and was a Senior Marketing Representative with the
FCIA-US Export/Import Bank. In 1988, Mr. Conklin entered the retained executive
search industry with engagements focused on the insurance, managed care, and
financial services industries. In addition thereto, Mr. Conklin has served as a
financial and investment advisory consultant over the last few years. He is an
investor in another e-business venture, CyberSoft, Inc, a company engaged in
technology farming in the secure electronic data transmission industry. Mr.
Conklin received his BA from Bradley University and its Institute of
International Studies in 1980 and completed graduate coursework in finance at
Baruch College.
Edward R. Dowling, Jr has served as a Director of ours since the beginning
of March of this year. He is the President of the of the Edward R. Dowling
Agency, Inc., a full-service insurance agency, and has held this position since
1996. Mr. Dowling has a great deal of experience in analyzing the market value
of financial services companies, particularly their corporate strategies and
strategic relationships. Mr. Dowling has also been the Edward R. Dowling
Agency's Branch Manger since 1990. Mr. Dowling is the founder, Chairman and CEO
of CARBONEK Financial Services, Inc., a company that provides vendor-neutral
insurance services online. Mr. Dowling has served on numerous boards of inter-
industry associations in the financial services industry, and on several
insurance review boards in New Jersey. He was educated at Wagner College, where
he concentrated on business and economics until 1983.
Gilbert Raker is the Chairman, President and Chief Executive Officer of the
SEMX Corporation, a manufacturer of specialty materials and provider of special
services to the microelectronics and semiconductor industries, which he has led
since 1988. Prior thereto, Mr. Raker served as a Managing Director and Partner
of Ditri Associates, Inc. (1987-1990) and Executive Vice President and CFO of
Kenmare Capital Corporation (1984-1987), both of which were private investment
companies. He had previously held executive positions with three companies
listed on the NYSE; Combustion Equipment Associates, Inc.(1979-1984), Barber Oil
Corporation (1976-1979) and IU International Corporation (1972-1976). Mr.
Raker completed his Ph.D. course work in Finance and received an MBA in
Production
7
<PAGE>
Management from Syracuse University in 1969, and received a BA from Eastern
College in 1965. Mr. Raker is not only an alum but also a Trustee of Eastern
College.
Under the Company's Restated Certificate of Incorporation and Bylaws, its
directors will be divided into three classes and designated as Class I, Class II
and Class III. Class I directors will initially be elected for a term expiring
at the first annual meeting of stockholders, Class II directors will initially
be elected for a term expiring at the second annual meeting of stockholders, and
Class III directors will initially be elected for a term expiring at the third
annual meeting of stockholders. Members of each class will hold office until
their successors are elected and qualified. At each succeeding annual meeting
of the stockholders of the Corporation, the successors of the class of directors
whose term expires at that meeting will be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year following
the year of their election, and until their successors are elected and
qualified. At present, Messrs. Conklin and Shankland have been designated as
Class III, Mr. Raker as Class II and Messrs. Kristan and Dowling as Class I.
There is no family relationship between any of the above named officers or
directors.
The directors' term of office is one year for Class I directors, two years
for Class II directors and three years for Class III directors.
Committees and Meetings of the Board
The Company has established an Audit Committee and a Compensation
Committee. The responsibilities of the Audit Committee includes recommending to
the Board of Directors the firm of independent auditors to serve the Company,
reviewing the independent auditors reports, services and results of audit, and
reviewing the scope, results and adequacy of the Company's internal control
procedures. A majority of the Audit committee will consist of Directors who are
not officers of the Company or any affiliates thereof. The Compensation
Committee will periodically review and evaluate officers' compensation and
administer the Company's Stock Options Plan(s).
The Company will reimburse directors and committee members for all ordinary
and necessary expenses incurred in attending any meeting of the Board of
Directors or any committee thereof. Each director is entitled to 50,000 options
on the Company's Common Stock on becoming a Director and 15,000 such options per
year for serving as a director. Each Director serving on the Audit and
Compensation Committees is entitled to 25,000 options on the Company's Common
Stock upon becoming a Director thereon and 5,000 thereafter.
8
<PAGE>
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN, LLP,
AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has unanimously approved and unanimously recommends
that the stockholders ratify the appointment of BDO Seidman, LLP, as the
Company's Certified Public Accountants for the ensuing year.
Stockholder Vote Required
Ratification of the appointment of BDO Seidman, LLP, as the Company's
Certified Public Accountants will require the affirmative vote of a majority of
the shares present in person or represented by proxy at the 2000 Special Meeting
of Stockholders.
The Board of Directors recommends a vote FOR the ratification of the
appointment BDO Seidman, LLP, as the Company's Certified Public Accountants for
the ensuing year.
9
<PAGE>
PROPOSAL 3
RATIFICATION OF THE AUTHORIZATION OF AN
ADDITIONAL TWENTY MILLION SHARES OF COMMON STOCK
The Company has authorized and effected an exchange of Six million
(6,000,000) of its shares of Common Stock for 420 Limited Partnership Interests
(the "LPIs") of Fianna Partners, L.P. ("Fianna"), valued at One hundred thousand
dollars ($100,000) each. Further, the Company expects that many of its
shareholders will accept the offer to convert their issued and outstanding
shares of Preferred Stock into shares of Common Stock. In anticipation thereof,
and in order to cover future contingencies, the Company will be required to
authorize and issue a greater numbers of shares of Common Stock then is
presently available therefor. Consequently, the Board of Directors has
determined to increase the Company's authorized share capital by Twenty million
(20,000,000) shares of its Common Stock.
The Board has unanimously approved and unanimously recommends that the
stockholders ratify the authorization of an additional 20,000,000 of the
Company's Common Stock.
Stockholder Vote Required
The rules of the National Association of Securities Dealers, Inc. (the
"NASD") require shareholder approval for any issuance of shares greater than
twenty percent (20%) of a company's issued and outstanding shares of common
stock at less than fair market value. The six million shares issued to Fianna
are not subject to this provision in that the shares were issued above market
value and that the Company's Common Stock is not currently trading on the Nasdaq
Stock Market, although it is the Company's intention that it do so. Further,
since any conversion will take place on a one for one basis, no such conversion
would reflect issuance of stock at less than market value.
However, ratification of the authorization of the additional 20,000,000
shares of the Company's Common Stock will require the affirmative vote of a
majority of the shares present in person or represented by proxy at the 2000
Special Meeting of Stockholders because such authorization would, pursuant to
Section 242(b)(1) of the Delaware General Corporation Law (the "GCL"), require
an amendment to the Company's Certificate of Incorporation. Such amendment has
been adopted by the Board of Directors, which text and the resolution adopting
is is attached herewith as Exhibit A and will, pending stockholder approval, be
filed with the Delaware Secretary of State pursuant Section 103 of the GCL.
The Board of Directors recommends a vote FOR the ratification of the
authorization of an additional 20,000,000 shares of the Company's Common Stock.
10
<PAGE>
OTHER MATTERS
The Board of Directors does not know of any matters other than those
referred to in the Notice of Meeting which will be presented for consideration
at the meeting. However, it is possible that certain proposals may be raised at
the meeting by one or more stockholders. In such case, or if any other matter
should properly come before the meeting, it is the intention of the person named
in the accompanying proxy to vote such proxy in accordance with his or her best
judgement.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be borne by the Company.
Solicitations may be made by mail, personal interview, telephone, and telegram
by directors, officers and employees of the Company. The Company will reimburse
banks, brokerage firms, other custodians, nominees and fiduciaries for
reasonable expenses incurred in sending proxy material to beneficial owners of
the Company's capital stock.
STOCKHOLDER PROPOSALS
In order to be included in the materials for the Company's next Annual
Meeting of Stockholders, stockholder proposals must be received by the Company
on or before January 21,2001.
By Order of the Board of Directors,
______________________________
Frank Kristan,
Chairman of the Board of Directors
March 21, 2000
11
<PAGE>
Exhibit A
MINUTES OF
A MEETING OF THE BOARD OF
DIRECTORS OF CYBERSENTRY, INC.
A special meeting of the Board of Directors of CyberSentry, Inc. (the
"Corporation") was held by tele-conference on March 17, 2000 at 10:10 A.M.,
where the Directors Frank Kristan, Hal Shankland, Frank Conklin, Edward Dowling
Jr and Gilbert Raker participated, constituting quorum and a majority.
The Board reviewed actions in the best interests of the Corporation.
NOW, THEREFORE, the Directors hereby adopt the following resolutions:
RESOLVED, that the Certificate of Incorporation of CyberSentry, Inc. is
hereby amended by deleting the first paragraph of the Fourth Article
thereof and replacing it with the following:
"FOURTH: The aggregate number of shares which the Corporation shall have
authority to issue is sixty million shares (60,000,000) shares, consisting of
fifty million (50,000,000)shares of common stock, pa value $.001 per share
(hereinafter referred to as the "Common Stock"), and ten million (10,000,000)
shares of preferred stock, par value $.001 per share (hereinafter, the
"Preferred Stock"). The powers, designations, preferences and relative,
participating, optional or other special rights (and the qualifications,
limitations or restrictions thereof) of the Common Stock and the Preferred Stock
are as follows:", and it is further;
RESOLVED, that the Board submit the proposal to the Special Meeting of
shareholders to be held on March 31, 2000 for approval, and it is
further;
RESOLVED, that the proper officers and directors of the Corporation be
and each of them hereby is, authorized and empowered, in the name of and
on behalf of the Corporation, to execute all such further documents,
certificates or instruments, and to take all such further action, as any
such officer or director may deem necessary, proper, convenient or
desirable in order to carry out each of the intents thereof, and that all
such actions taken by the officers and directors to date, in connection
with the foregoing resolutions, are hereby in all respects confirmed,
ratified and approved.
The Chairman then adjourned the meeting.
___________________________ ___________________________
Frank Kristan, Chairman Frank Conklin, Director
___________________________ ___________________________
Hal Shankland, Director Edward Dowling Jr, Director
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Gilbert Raker, Director
