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EXHIBIT 99.1
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
XYPOINT Corporation
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SPECIAL MEETING OF SHAREHOLDERS
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The undersigned shareholder of XYPOINT Corporation, a
P Washington corporation, ("XYPOINT") hereby acknowledges receipt of
R the Notice of Special Meeting of Shareholders and Proxy
O Statement/Prospectus, each dated December ___, 2000, and hereby
X appoints Kenneth A. Arneson and Gregg Blodgett, or either of them,
Y as proxies and attorneys-in-fact with full power to each of
substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the Special Meeting of Shareholders
of XYPOINT to be held on January ___, 2001 at 8:00 a.m. Pacific
time, at the DoubleTree Hotel, 300 112th Avenue SE, Bellevue,
Washington 98004, and at any adjournment(s) or postponement(s)
thereof (the "Meeting"), and to vote all shares of capital stock
of XYPOINT that the undersigned would be entitled to vote if then
and there personally present, on the matters set forth below:
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PROPOSAL NO. 1 - APPROVAL OF THE MERGER AGREEMENT; APPOINTMENT OF SHAREHOLDERS'
AGENT.
To approve the Agreement and Plan of Reorganization, dated as of November
15, 2000, among TeleCommunication Systems, Inc., a Maryland corporation
("TCS"), Windward Acquisition Corp., a Washington corporation wholly
owned by TCS ("Windward"), and XYPOINT Corporation, and the transactions
contemplated thereby, including without limitation, (a) the merger of
XYPOINT with and into Windward, with Windward surviving the merger as a
wholly-owned subsidiary of TCS (the "Merger"), and (b) the appointment of
Joseph Manzinger as the Shareholder's Agent pursuant to the Agreement and
the Escrow Agreement related to the Merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL NO. 2 - CONVERSION OF XYPOINT SERIES A PREFERRED STOCK INTO COMMON
STOCK.
With respect to holders of XYPOINT Series A preferred stock, to approve
the automatic and elective conversion of such shares into XYPOINT common
stock immediately prior to and conditioned upon the closing of the
Merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
PROPOSAL NO. 3 - CONVERSION OF XYPOINT SERIES X JUNIOR PREFERRED STOCK INTO
COMMON STOCK.
With respect to holders of XYPOINT Series X Junior preferred stock, to
approve the automatic and elective conversion of such shares into XYPOINT
common stock immediately prior to and conditioned upon the closing of the
Merger.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
CONTINUED AND TO BE SIGNED ON THE NEXT PAGE SEE NEXT PAGE
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PROPOSAL NO. 4 - APPROVAL OF ACCELERATION OF VESTING OF STOCK OPTION GRANTS.
To approve, pursuant to section 280G(b)(5)(B) of the Internal Revenue
Code of 1986, as amended (the "Code"), the acceleration of the vesting of
the unvested portions of stock option grants to certain key employees of
XYPOINT so as to avoid "parachute payment" treatment under Section 280G
of the Code.
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YES NO Name of Employee
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[ ] [ ] Gregg Blodgett
[ ] [ ] Reuven Carlyle
[ ] [ ] Greg Kleven
[ ] [ ] John Clark
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This Proxy should be marked, dated, signed by the shareholder(s) exactly as his,
her or its name appears on the XYPOINT stock certificate held by the
undersigned. When shares are held by joint 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 its
President or other authorized officer. If a partnership, please sign in
partnership name by an authorized person.
THIS PROXY WILL BE VOTED AS DIRECTED AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR
ADJOURNMENT(S) THEREOF. THIS PROXY WILL BE VOTED FOR THE PROPOSALS IF NO
SPECIFICATION IS MADE.
DATED: , 2000
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Printed name(s) exactly as shown on Stock Certificate
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(Signature)
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(Title - If signing on behalf of an entity)
PLEASE FAX THIS PROXY USING THE ENCLOSED RETURN FACSIMILE COVER PAGE TO: JASON
LAUKAITIS, VENTURE LAW GROUP, (425) 739-8750, AND RETURN THE ORIGINAL IN THE
ENCLOSED POSTAGE-PAID RETURN ENVELOPE TO: JASON LAUKAITIS, VENTURE LAW GROUP,
4750 CARILLON POINT, KIRKLAND, WASHINGTON 98033.
