Securities and Exchange Commission
Washington, D.C. 20549
We are transmitting herewith the attached Proxy Statement and
Proxy Card.
The filing fee of $ 125.00 has been remitted by wire to the
Mellon Bank for our CIK account.
Sincerely
Hans R. Bucher
HANS R. BUCHER
President
Xedar Corp.
Boulder, Co.
XEDAR CORPORATION
2500 Central Avenue
Boulder, Colorado 80301
Telephone: (303) 443-6441
-----------------------------------
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 1996
------------------------------------
The annual meeting of the shareholders of Xedar Corporation,
a Colorado corporation, will be held at the offices of the
Company, 2500 Central Avenue, Boulder, Colorado 80301, on
Friday, June 28, 1996 at 2:00 p.m. or at any adjournment or
postponement thereof, to act upon the following:
(1) To elect three (3) directors of the Company.
(2) To consider such other business as may properly
come before the meeting.
Details relating to the above matters are set forth in the
attached Proxy Statement. Management is not aware of any
other matters to come before the meeting. The Board of
Directors has fixed the close of business on April 26, 1996,
as the record date for shareholders entitled to notice of and
to vote at the meeting.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING.
IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU ARE URGED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY. A
BUSINESS REPLY ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
THE GIVING OF A PROXY WILL NOT AFFECT YOUR RIGHT TO VOTE IN
PERSON IF YOU ATTEND THE MEETING.
Sincerely yours,
Marlis Bucher
MARLIS BUCHER
Secretary
Boulder, Colorado
April 30, 1996
PROXY STATEMENT
XEDAR CORPORATION
2500 Central Avenue
Boulder, Colorado 80301
Telephone: (303) 443-6441
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 28, 1996
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors of Xedar
Corporation (the "Company"), a Colorado corporation, to be
voted at the Annual Meeting of Shareholders of the Company to
be held at 2:00 p.m. on Friday, June 28, 1996, or at any
adjournment or postponement thereof, at the offices of the
Company, 2500 Central Avenue, Boulder, Colorado. The Company
anticipates that this Proxy Statement and accompanying form
of Proxy will be first mailed or delivered to the
shareholders of the Company on or about the date indicated on
the facing page.
Any shareholder giving a Proxy may revoke it at any time
before it is exercised by delivering written notice of such
revocation to the Company's Secretary, by substituting a new
proxy executed at a later date, or by requesting, in person,
at the Annual Meeting that the proxy be returned. Shares
represented by valid Proxies will be voted in accordance with
the instructions indicated thereon. Unless otherwise
directed, votes will be cast for the election of the
directors hereinafter named. The majority of the shares of
common stock represented at the meeting in person or by proxy
constitutes a quorum.
All of the expenses involved in preparing, assembling and
mailing this Proxy Statement and the material enclosed
herewith will be paid by the Company.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
Shareholders of record as of the close of business on April
26, 1996, (the "record date"), will be entitled to notice of
and to vote at the Annual Meeting. As of the record date,
there were outstanding 1,837,224 shares of the Company's no
par value common stock (hereinafter called "common stock"),
each of which is entitled to one vote. Cumulative voting is
prohibited. The Company has no other class of voting
securities.
Security Ownership of Certain Beneficial Owners
The following table sets forth the number of shares of the
Company's no par value common stock owned beneficially at
March 30, 1996 by each person known by the Company to have
owned beneficially more than five percent of such shares then
outstanding.
Amount and Nature
Name and Address of of Beneficial Percentage
Beneficial Owner Ownership of Class
------------------- ----------------- ----------
Hans R. Bucher 417,590 23.1%
2890 Table Mesa Drive
Boulder, CO 80303
Security Ownership of Management
The following table sets forth the number of shares of the
Company's no par value common stock owned beneficially at
March 30, 1996, by each director, by each person nominated as
a director of the Company and by all of the Company's present
officers and directors as a group.
Amount and Nature
Name and Address of of Beneficial Percentage
Beneficial Owner Title Ownership of Class
- ------------------- ----- ----------------- ----------
Hans R. Bucher Director 417,590 (1) 23.1%
2890 Table Mesa Drive
Boulder, CO 80303
Gary A. Agron Director 0 0%
Michael J. O'Connell Director 10,000 0.6%
Marlis Bucher Secretary 15,225 0.8%
All present officers and 442,815 24.5%
directors as a group
(4 in number)
(1) Mr. Bucher's beneficial ownership includes all shares
owned by Marlis Bucher.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect three
directors of the Company. Each director will hold office
until the next Annual Meeting of Shareholders and thereafter
until his successor is elected and has qualified. Cumulative
voting is not permitted in the election of directors. In the
absence of instructions to the contrary, the person named in
the accompanying proxy will vote in favor of the election of
each of the persons named below as the Company's nominees for
directors of the Company. All of the nominees are presently
members of the Board of Directors. Each of the nominees has
consented to be named herein and to serve if elected. It is
not anticipated that any nominee will become unable or
unwilling to accept nomination or election, but if such
should occur, the person named in the proxy intends to vote
for the election in his stead of such other person as the
management of the Company may recommend. A majority of votes
cast will be necessary to elect each director.
Assuming they are elected to the Board of Directors, each
nominee intends to elect Hans R. Bucher as the Company's
President and Treasurer and Marlis Bucher as the Company's
Secretary for the ensuing year.
The following table sets forth certain information as to each
nominee's principal occupation or employment, his age and the
year when he first became a director of the Company.
Director
Position Held and/or
with the Principal Officer
Name Age Company Occupation since
Hans R. Bucher 59 President,Treas- Chief Executive 1974
urer and Director Officer of
Company
Michael J. 62 Director Accountant 1980
O'Connell
Gary A. Agron 51 Director Attorney 1978
Hans R. Bucher, President, Treasurer, and Director
Mr. Bucher received his bachelor of science degree in
electrical engineering from the Abendtechnikum der
Innerschweiz in Lucerne, Switzerland in 1962. He received
his masters of science degree in electrical engineering from
Cornell University in 1967, while also working for
Westinghouse Electric Corporation. Mr. Bucher is the co-
author of The Philosophy of Low Light Level Camera Design
delivered in 1969 before the Electro-Optical Design
Conference in New York. Mr. Bucher was employed by
Westinghouse Electric Corporation from 1963 to 1967 where he
was section manager of image tube testing and was responsible
for the evaluation of the first lunar camera tube.
Thereafter from 1967 to 1971, Mr. Bucher was a project
engineer for camera design at Ball Brothers Research
Corporation in Boulder, Colorado. During 1971 and 1972, he
was engineering manager of the video systems department of
Ball Brothers and until his association with Xedar in May
1974, Mr. Bucher was manager of the electro-optics
development department at Ball Brothers. Mr. Bucher was
employed by Xedar as its vice president from May 1974 until
June 1976, when he was elected president. Mr. Bucher
devotes substantially all of his time to the business of the
Company.
Michael J. O'Connell, Director
Mr. O'Connell received his bachelor of science degree in
business administration from the University of Denver in 1961
and his masters of science degree in business administration
from the University of Denver in 1968. He has been a
certified public accountant since 1963 and is a member of the
American Institute and Colorado Society of Certified Public
Accountants, Institute of Management Accountants, Colorado
Society of Certified Public Accountants, and the Financial
Managers Group for the Design Profession. Mr. O'Connell has
thirty-five years of professional experience in public
accounting and private industry and currently has a business
consulting practice in Westminster, Colorado. Mr. O'Connell
devotes such time as is necessary to the affairs of the
Company in his capacity as a director.
Gary A. Agron, Director
Mr. Agron received his bachelor of arts degree in political
science from the University of Colorado in 1966. In 1969,
Mr. Agron earned his juris doctor degree from the University
of Colorado School of Law. From 1969 until present, Mr.
Agron has been engaged in the private practice of law in
Denver, Colorado. He is also a director of U.S. Pawn, Inc.,
a publicly held pawn shop operator and Meadow Valley
Corporation, a publicly held heavy construction contractor.
Mr. Agron has acted as the Company's securities counsel since
its inception on May 6, 1974. Mr. Agron devotes such time
as is necessary to the affairs of the Company.
The Company has no standing audit, nominating, compensation
or similar committees. During the year ended December 31,
1995, the Board of Directors held one meeting. During the
year ended 1995, each director received $1,000 for all
meetings attended.
EXECUTIVE COMPENSATION
During the Company's most recent fiscal year, no officer or
director was paid remuneration in excess of $60,000 except
Mr. Bucher, who received a salary of $127,215 in 1995.
Information concerning remuneration paid or agreed to be paid
to all of the Company's officers and directors as a group
during the fiscal year ended December 31, 1995, is set forth
in the following table:
SUMMARY COMPENSATION TABLE
Long-Term Compensation
ANNUAL COMPENSATION
Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other
and Annual
Principal Compen-
Position Salary Bonus sation
(1) Year ($) ($) ($) ($) ($) ($) ($)
CEO 1995 127,315 3,000 - - - - -
Hans 1994 121,160 - - - - - -
Bucher1993 96,950 9,695 - - - - -
(1) Includes CEO and there were no other highly compensated
executives whose salary and bonus exceeded $100,000.00
Current Remuneration
During the fiscal year ended December 31, 1995, Hans R.
Bucher, president and treasurer of the Company, received an
annual salary of $127,215.
The Company maintains no pension or retirement plans, annuity
contracts or other deferred compensation plans or any stock
purchase, profit-sharing or thrift plans for the benefit of
its officers, directors or employees.
Proposed Remuneration
During the fiscal year ending December 31, 1996, the Company
intends to pay Mr. Bucher, its president and treasurer, an
annual salary of $131,040.
Mr. Agron will continue to provide legal services on behalf
of the Company and Mr. O'Connell intends to provide financial
and accounting services on a paid consulting basis.
STOCK OPTION PLAN FOR BOARD OF DIRECTORS
In June 1994 the Shareholders approved the establishment of a
stock option plan for the Company's Board of Directors to
reserve 50,000 shares of the Company's common stock. No
options have been granted under this plan.
INCENTIVE STOCK OPTION PLAN
In June 1994 the Shareholders approved to increase the number
of shares reserved for issuance under the Incentive Stock
Option Plan for the benefit of the Company's key employees by
100,000 shares. The total number of shares reserved under
this plan now total 200,000 shares. The Company has issued
40,000 options under this plan all of which have been
exercised as of December 31, 1995.
Certain Relationships and Related Transactions
Hans Bucher is a general partner in Central Avenue
Investment, a general partnership from which the Company
leased its office and plant facilities. The Company believes
that the lease is fair and reasonable and on as beneficial
terms as could be obtained from any unaffiliated third party
consistent with other rentals assessed in the market area for
similar facilities.
INDEPENDENT AUDITORS
KPMG Peat Marwick, Denver, Colorado conducted the audit of
the Company's accounting records for the year ended December
31, 1995 and has been engaged to audit the Company's
financial statements for the year ending December 31, 1996.
KPMG Peat Marwick has advised the Company that it has no
direct or indirect financial interest in the Company, and
that, since the Company's inception, it has had no connection
with the Company other than as its independent auditors.
A representative of KPMG Peat Marwick will be in attendance
at the Annual Meeting and will have an opportunity to make a
statement if he so desires. This representative is also
expected to be available to respond to appropriate questions
at that time.
It is the Company's understanding that KPMG Peat Marwick is
obliged to maintain audit independence as prescribed by the
accounting profession and certain requirements of the
Securities and Exchange Commission. As a result, the
directors of the Company do not specifically approve, in
advance, nonaudit services provided by KPMG Peat Marwick nor
do they consider the effect of such services, if any, to have
an effect on audit independence.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to
submit a proper proposal for inclusion in the proxy materials
relating to the next Annual Meeting of Shareholders must do
so in writing and it must be received at the Company's
principal executive offices by the end of the year, December
31, 1996. The proponent must be a record of beneficial owner
entitled to vote at the next Annual Meeting on his proposal
and must continue to own such security entitling him to vote
through the date on which the meeting is held.
ANNUAL REPORT
The Annual Report to Shareholders concerning the operations
of the Company during the year ended December 31, 1995,
including certified financial statements for the year ended,
has been enclosed with this Proxy Statement. The Annual
Report is not incorporated in the Proxy Statement and is not
to be considered a part of the soliciting material.
METHOD OF SOLICITATION
Arrangements may be made with the brokerage houses,
custodians, nominees and other fiduciaries to forward proxy
solicitation materials to the beneficial owners of the shares
held of record by such persons, and the Company may reimburse
them for their reasonable out-of-pocket expenses incurred by
them in so doing. In addition to solicitation by mail,
certain officers and employees of the Company who will
receive no compensation for their services other than their
regular salaries, may solicit proxies by telephone,
telegraph and personally.
OTHER BUSINESS
The management of the Company is not aware of any other
matters which are to be presented at the Annual Meeting of
Shareholders, nor has it been advised that other persons will
present any such matters. However, if other matters
properly come before the meeting, the individual named in the
accompanying proxy shall vote on such matters in accordance
with his best judgement.
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1995, FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION, TO EACH
SHAREHOLDER OF RECORD OR EACH SHAREHOLDER WHO OWNED COMMON
STOCK OF THE COMPANY LISTED IN THE NAME OF A BANK OR BROKER,
AS NOMINEE, AT THE CLOSE OF BUSINESS ON APRIL 26, 1996.
REQUESTS SHOULD BE ADDRESSED TO THE COMPANY'S SECRETARY,
XEDAR CORPORATION, 2500 CENTRAL AVENUE, BOULDER, COLORADO
80301.
The above Notice of Annual Meeting of Shareholders and Proxy
Statement are sent by order of the Board of Directors.
Marlis Bucher
MARLIS BUCHER
Secretary
Boulder, Colorado
April 30, 1996
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
XEDAR CORPORATION
TO BE HELD FRIDAY, JUNE 28, 1996
The undersigned hereby appoints Hans R. Bucher as the lawful
agent and Proxy for the undersigned (with all powers the
undersigned would possess if personally present, including
full power of substitution), and hereby authorizes him to
represent and to vote, as designated below, all the shares of
common stock of Xedar Corporation held of record by the
undersigned on April 26, 1996 at the Annual Meeting of
shareholders to be held Friday, June 28, 1996, or any
adjournment thereof.
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES listed WITHHOLD AUTHORITY
below (except as marked to vote for all
to the contrary below) nominees listed below
Hans R. Bucher, Michael J.
O'Connell, Gary A. Agron
(INSTRUCTION: To withhold authority to vote for any
nominees, write the nominees' names on the space provided
below).
------------------------------------------------------
2. In his discretion, the Proxy is authorized to vote
upon any other matters which may properly come before
the Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this
proxy will be voted in the manner directed herein by
the undersigned stockholder. WHERE NO CHOICE IS
SPECIFIED BY THE STOCKHOLDER, THE PROXY WILL BE VOTED
FOR THE ELECTION OF DIRECTORS PROPOSED IN ITEM (1)
ABOVE.
The undersigned hereby revokes all previous proxies relating
to the shares covered hereby and confirms all that said proxy
or his substitutes may do by virtue hereof.
Please sign exactly as name When shares are held by joint
appears below. tenants, both should sign. When
signing as attorney, 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 ,1996
------------------ -------------------------------
Signature
PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE. ------------------------------
Signature if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT
THE MEETING.
