<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. N/A)
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
XPLOR CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(A)(a)(2) of Schedule 14A.
[ ] $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 9Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[x] Fee paid previously with preliminary materials.
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
Xplor Corporation
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO THE OWNERS OF COMMON STOCK OF XPLOR CORPORATION
The Annual Meeting of Stockholders of Xplor Corporation, a
Delaware corporation (the "Company"), will be held at the offices of D.H. Blair
Investment Banking Corp., 44 Wall Street, Second Floor, New York, New York, on
June 25,1996, at 9:30 AM, local time, for the following purposes:
1) To elect five directors to serve until the next Annual Meeting of
Stockholders;
2) To approve the 1995 Stock Option Plan;
3) To ratify the appointment of Arthur Andersen LLP as independent
auditors of the Company to serve for the fiscal year ending December
31, 1996;
4) To approve an amendment to the Certificate of Incorporation to increase
the number of authorized shares of Common Stock to 15,000,000; and
5) To transact such other business as may properly come before the meeting
and any adjournments thereof.
The Board of Directors has fixed the close of business on May 13,
1996 as the record date for determining stockholders entitled to notice of and
to vote at the meeting and any adjournments thereof.
By order of the Board of Directors
James E. Gayle
Chairman, President & Chief Executive Officer
Denver, Colorado
May 18, 1996
<PAGE> 3
Xplor Corporation
1675 Broadway
Denver, Colorado 80202
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 1996
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of Xplor Corporation
(the "Company") to be voted at the Annual Meeting of Stockholders of the Company
to be held at the offices of D.H. Blair Investment Banking Corp., 44 Wall
Street, Second Floor, New York, New York on June 25, 1996, at 9:30AM, local
time, and at any adjournments thereof.
All proxies delivered pursuant to this solicitation are
revocable at any time at the option of the persons executing them by giving
written notice to the Company, by delivering a later-dated proxy or by voting in
person at the Annual Meeting.
The mailing address of the principal offices of the Company is
1675 Broadway, Denver, Colorado 80202. The approximate date on which this Proxy
Statement and form of proxy are first being sent or given to stockholders is May
18, 1996.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting in accordance
with the directions given. Regarding the election of directors to serve until
the next Annual Meeting of Stockholders, in voting by proxy, stockholders may
vote in favor of all nominees or withhold their votes as to all nominees, or
withhold their votes as to specific nominees. With respect to the other
proposals to be voted upon, stockholders may vote in favor of the proposal,
against the proposal or may abstain from voting. Stockholders should specify
their choices on the enclosed form of proxy.
If no specific instructions are given with respect to the
matters to be acted upon, the shares represented by a signed proxy will be voted
FOR the election of all nominees, FOR the approval of the 1995 Stock Option
Plan, FOR the proposal to ratify the appointment of Arthur Andersen LLP as
independent auditors and FOR the amendment of the Certificate of Incorporation
to increase the number of authorized shares of Common Stock.
The election of directors will require the affirmative vote of
a plurality of the shares of Common Stock voting at the Annual Meeting; the
approval of the 1995 Stock Option Plan and the ratification of the appointment
of Arthur Andersen LLP as independent auditors will require the affirmative
vote of a majority of the shares of Common Stock voting on the proposal; and the
approval of the amendment of the Certificate of Incorporation to increase the
number of authorized shares of Common Stock will require the affirmative vote of
a majority of the shares of Common Stock outstanding.
Only owners of record of shares of Common Stock of the Company
at the close of business on May 13, 1996 are entitled to vote at the meeting or
adjournments thereof. Each owner of record on the record date is entitled to one
vote for each share of Common Stock of the Company so held. On May 13, 1996,
there were 2,037,171 shares of Common Stock of the Company issued and
outstanding.
<PAGE> 4
ELECTION OF DIRECTORS
(Item 1)
The number of directors of the Company fixed in accordance
with the By-Laws of the Company is five, each of whom is to be elected at the
Annual Meeting of Stockholders.
Should any one or more of the nominees become unable to serve
for any reason, which is not anticipated, the Board of Directors may designate
substitute nominees, in which event the persons named in the enclosed proxy will
vote proxies that would otherwise be voted for all named nominees for the
election of such substitute nominee or nominees.
NOMINEES FOR ELECTION
--------------------------------------------------------------------------------
JAMES E. GAYLE Director since 1994
Houston, Texas Age 46
Mr. Gayle was elected as a director and as chief executive officer of the
Company in June 1994, Chairman effective July 1994 and President effective
September 1994. Since 1979, he has been Chairman, President and sole stockholder
of HGX Energy Corporation which provides market and contract consulting services
to independent oil and gas exploration and production companies, natural gas
pipeline companies and local distribution companies. Previously, he held
positions at Lone Star Gas Company (a division of ENSERCH), Valero Transmission
Company and Exxon and has been directly involved in the oil and gas business for
over twenty years.
--------------------------------------------------------------------------------
MARTIN A. BELL Director since 1991
New York, New York Age 44
Mr. Bell is the Vice Chairman and General Counsel at D. H. Blair Investment
Banking Corp. and has been General Counsel of that organization and predecessor
companies since 1991. D. H. Blair Investment Banking Corp. is a member of the
New York Stock Exchange.
--------------------------------------------------------------------------------
J. MORTON DAVIS Director since 1986
New York, New York Age 68
Mr. Davis is presently, and has been since 1962, Chairman of the Board of D. H.
Blair Investment Banking Corp. and predecessor companies. Since 1967 he has also
served as President of Engex Inc., a closed-end, non-diversified investment
company. Mr. Davis is also a director of American List Corp. and Parliament Hill
Corporation.
--------------------------------------------------------------------------------
2
<PAGE> 5
--------------------------------------------------------------------------------
RICHARD GOLDBERGER Director since 1995
Cranford, New Jersey Age 66
Mr. Goldberger was elected a director in September 1995. He has been Chairman
and Chief Executive Officer of Linda's Flame Roasted Chicken (restaurants and
restaurant franchising) since 1992 and is a director of United Jersey Banks. Mr.
Goldberger was Chairman, Chief Executive Officer and founder of Garden State
Brickface Company from 1953 until 1989.
--------------------------------------------------------------------------------
LEONARD TOBOROFF Director since 1994
New York, New York Age 63
Mr. Toboroff, a private investor, has been for more than the last five years
Vice Chairman of Riddell Sports Inc., a manufacturer of protective sports
equipment. He serves as a director of Riddell, Allis-Chalmers Corporation (oil
field services), Banner Aerospace Inc. (aviation parts and aircraft sales),
Engex Inc. (closed-end, non-diversified investment company) and Saratoga
Beverages Inc. (branded water products).
--------------------------------------------------------------------------------
BOARD AND COMMITTEE MEETINGS
The Board of Directors met once and acted by written consent
twice in 1995. The only Board Committee is the Stock Option Plan Committee
comprised of Messrs. Davis, Goldberger and Toboroff which met once in 1995. The
Board of Directors has no standing audit, nominating or compensation committees.
The Board of Directors, excluding officers, acting as a committee of the whole,
performs these functions.
DIRECTOR COMPENSATION
Directors of the Company receive no fee or retainer for
serving as a director. Each Director is entitled to reimbursement of expenses
incurred in attending meetings. Directors who are not officers or employees of
the Company and are not holders of 5% or more of the Company's outstanding stock
receive annually options to purchase 10,000 shares of the Company's stock at an
exercise price equal to the fair market value at the time of grant.
RECOMMENDATION OF THE BOARD OF DIRECTORS CONCERNING THE ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR
JAMES E. GAYLE, MARTIN A. BELL, J. MORTON DAVIS, RICHARD GOLDBERGER AND LEONARD
TOBOROFF AS DIRECTORS TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF
STOCKHOLDERS AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED. PROXIES
RECEIVED BY THE COMPANY WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY
CHOICE IN THEIR PROXIES.
3
<PAGE> 6
OWNERSHIP OF EQUITY SECURITIES IN THE COMPANY
Set forth below is information concerning stock ownership of
all persons known by the Company to own beneficially 5% or more of the Company's
Common Stock, all directors, and all directors and officers of the Company as a
group, based upon the 2,037,171 shares of Common Stock outstanding on May 13,
1996.
<TABLE>
<CAPTION>
Name of Beneficial Holder Amount and Nature
or Identity of Group of Beneficial Ownership (1) Percent of Class
-------------------- --------------------------- ----------------
<S> <C> <C>
J. Morton Davis(2) 1,066,512(3)(4) 51.6%
James E. Gayle 25,000(4) 1.2%
Martin A. Bell 30,500(4)(5) 1.5%
Richard Goldberger 10,000(4) .5%
Kinder Investments, L.P.(6) 503,000(7) 19.8%
Leonard Toboroff 10,000(4) .5%
All directors and officers 1,142,012(4) 53.3%
as a group (5 persons)
</TABLE>
----------------------------
(1) All persons named have sole voting and investment power, except as
otherwise noted.
(2) 44 Wall Street, New York, NY 10005.
(3) Includes: (i) 766,307 shares owned by D.H. Blair Investment Banking
Corp. ("Blair Investment"); (ii) warrants to purchase 10,000 shares at $2.125
per share expiring June 10, 1997 owned by Blair Investment; (iii) warrants to
purchase 20,000 shares at $3.29 per share expiring September 1, 1999 owned by
Blair Investment; (iv) 163,411 shares owned by Rivkalex Corp. ("Rivkalex"); (v)
70,954 shares owned by Rosalind Davidowitz, Mr. Davis' spouse; and (vi) 35,840
shares owned by Parliament Hill Corporation ("PHC"). Mr. Davis is the sole
stockholder of Blair Investment. Blair Investment may be deemed to beneficially
own 796,307 or 38.5% of the Company's Common Stock. Ms. Davidowitz may be
deemed to beneficially own 270,205 shares or 13.3% of the Company's Common
Stock. Rivkalex may be deemed to beneficially own 163,411 shares or 8% of the
Company's Common Stock. Mr. Davis has sole power to vote or to direct the vote,
to dispose or to direct the disposition of shares owned by Blair Investment.
Ms. Davidowitz and the Board of Directors of PHC, of which Mr. Davis is a
director and Chairman, have the power to vote or to direct the vote, to
dispose or to direct the disposition of shares owned by PHC. Ms. Davidowitz
has sole voting and dispositive control of the shares owned by herself and
Rivkalex. Mr. Davis disclaims beneficial ownership of all shares attributed to
Rosalind Davidowitz and Rivkalex. PHC is a private corporation of which
Rosalind Davidowitz beneficially owns 72.6% and Blair Investment beneficially
owns 13.4%. The number of shares shown does not include any shares beneficially
owned by Kinder Investments, L.P. and referred to in note (7) below, the
ownership of which are disclaimed by Mr. Davis, Ms. Davidowitz and Blair
Investment.
(4) Includes immediately exercisable options to purchase shares as
follows: Mr. Davis, 30,000 shares; Mr. Gayle, 25,000 shares; Mr. Bell, 30,000
shares; Mr. Goldberger, 10,000 shares; Mr. Toboroff, 10,000 shares; and all
officers and directors as a group, 105,000 shares.
(5) Excludes shares owned by Blair Investment, with which Mr. Bell is
employed, as beneficial ownership of such shares is disclaimed by Mr. Bell.
(6) 779 CR 403, Greenville, NY 12083.
(7) Includes 500,000 shares issuable pursuant to the warrant
exercisable at $2.00 per share issued in 1995 as described in Item 13. The
General Partner of Kinder Investments, L.P. ("Kinder") is Kenton E. Wood who has
sole voting and dispositive power over shares owned by Kinder. Mr. Wood is also
Chief Executive Officer and a director and stockholder of D.H. Blair & Co., Inc.
("Blair"). Certain limited partners of Kinder are also stockholders of Blair.
The limited partners of Kinder are the children and grandchildren of J. Morton
Davis and Rosalind Davidowitz. The number of shares shown does not include any
shares owned by Blair Investment, Mr. Davis or Ms. Davidowitz, the beneficial
ownership of which are disclaimed by Kinder and Mr. Wood.
4
<PAGE> 7
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In connection with a proposed acquisition in 1995, the Company
secured a commitment for a $1.0 million loan from Kinder Investments, L.P.
("Kinder"). In consideration for the commitment, on October 23, 1995 the Company
issued a warrant to purchase 500,000 shares of Common Stock exercisable at $2.00
per share through October 23, 2000. The limited partners of Kinder are the
children and grandchildren of J. Morton Davis and Rosalind Davidowitz. See Note
(7) to the preceding table. During 1995, the Company purchased, for $102,000,
interests in certain producing properties from two partnerships of which
Parliament Hill Corporation is the general partner. See Note (3) to the
preceding table.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the
Company for the three years ended December 31, 1995 to its chief executive
officer. At no time during this period did the Company pay any executive officer
annual compensation exceeding $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------ ----------------------
NAME AND POSITION FISCAL YEAR SALARY($) BONUS($) OPTION AWARDS (#)
----------------- ----------- --------- -------- -----------------
<S> <C> <C> <C> <C>
James E. Gayle 1993 - 0 - - 0 - - 0 -
Chairman, President 1994 71,508 - 0 - 100,000
& CEO (A) 1995 96,000 - 0 - 150,000
James A. Scarpone 1993 24,462 20,000 20,000
Chairman & CEO 1994 12,000 - 0 - - 0 -
1995 - 0 - - 0 - - 0 -
</TABLE>
------------------------------------
(A) Mr. Gayle became chief executive officer in June 1994, replacing
Mr. Scarpone. The amount shown as salary compensation for 1994 includes
consulting fees paid during 1994 to Mr. Gayle's affiliate, HGX Energy
Corporation, which had been acting as a consultant to the Company prior to his
election.
The Company does not have a long-term incentive plan or a
retirement plan. It maintains only the stock option plans reflected in the
foregoing and following tables. The following table sets forth information with
respect to fiscal 1995 concerning individual grants of stock options, exercises
and values relating to the Company's chief executive officer.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-----------------
% OF TOTAL OPTIONS
NUMBER OF SECURITIES GRANTED EMPLOYEES EXERCISE OR BASE
NAME UNDERLYING OPTIONS IN FISCAL YEAR PRICE ($/SHARE) EXPIRATION DATE
---- ------------------ -------------- --------------- ---------------
<S> <C> <C> <C> <C>
James E. Gayle 150,000(A) 94% $1.50 JUNE 27, 2005
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
------------------------------------------------------------------------
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- ------------ ------------------ ------------- -------------
<S> <C> <C> <C> <C>
James E. Gayle - 0 - - 0 - 25,000/225,000(A) $14,062/$98,438(A)
</TABLE>
------------------------------------
(A) Includes options with respect to 79,683 shares under the 1995 Stock
Option Plan adopted by the Board in 1995 which is subject to stockholder
approval.
5
<PAGE> 8
APPROVAL OF 1995 STOCK OPTION PLAN
(Item 2)
The Company's 1985 Stock Option Plan ("1985 Plan") expired in
August 1995 in accordance with its provisions. The Board recommends the approval
of the 1995 Stock Option Plan ("1995 Plan") which is substantially the same as
the 1985 Plan. A majority of the votes cast at the meeting is required for
approval. Except as otherwise specified in the proxy, proxies will be voted for
approval of the 1995 Plan.
The 1995 Plan is designed to motivate and reward key employees
and consultants to attain and surpass long-range performance goals and to be
competitive with other companies in securing and retaining key employees and
consultants.
A summary of the material features of the 1995 Plan appears
below. The full text of the 1995 Plan is set forth in Appendix A and should be
referred to for a complete description of its provisions.
Effective Date and Expiration.
The 1995 Plan will become effective as of June 28,1995, if
approved by stockholders, and will terminate on June 28, 2005. No award may be
made under the 1995 Plan after its expiration date, but awards made previously
may extend beyond that date.
Administration.
The 1995 Plan will be administered by the Stock Option Plan
Committee of the Board of Directors which consists entirely of disinterested
directors as defined by Rule 16b-3 under the Securities Exchange Act of 1934.
The Committee has full authority to interpret the 1995 Plan and to establish
rules for its administration. The Committee may, in its discretion, accelerate
the date on which an option may be exercised if the Committee determines that to
do so would be in the best interests of the Company and the participants in the
1995 Plan.
Limitations on Awards.
The 1995 Plan provides that over its ten-year term, stock
options for not more than 500,000 shares of the Company's Common Stock
(approximately 24.5% of currently outstanding shares) may be issued. On May 13,
1996, the closing bid price for Company's Common Stock was $3.00 on the NASDAQ
SmallCap Market.
Eligibility for Awards.
Awards can be made to any employee or consultant. An award to
any key employee who also serves as a director must be approved by the Board of
Directors. Non-employee directors are not eligible to receive awards. It is
impossible to determine the exact number of persons who will be eligible under
the Plan during its term because the selection of participants is a
discretionary decision of the Committee. One option has been granted under the
1995 Plan, subject to stockholder approval, to James E. Gayle for 79,683 shares
at $1.50 per share which is reflected in the tables set forth under "Executive
Compensation".
Determination of Amount and Form of Award.
The amount of individual awards to employees or consultants
will be determined by the Committee, subject to the limitations of the 1995
Plan. In determining the amount and form of
6
<PAGE> 9
an award, consideration will be given to the functions and responsibilities of
the employee or consultant, his or her potential contributions to the success of
the Company and other factors deemed relevant by the Committee. The Committee
can grant non-statutory (nonqualified) options or options qualifying as
incentive stock options under the Internal Revenue Code of 1986, as amended
(ISOs). The term of an option cannot exceed ten years from the date of grant.
The option price for each grant shall be determined by the Committee. The option
price of any ISO must be not less than the fair market value of a share of
Common Stock on the date of grant.
Amendment.
The Board of Directors can amend, suspend or terminate the
1995 Plan, but , without the stockholders' approval, cannot, among other things,
materially increase the benefits accruing to participants, materially modify the
requirements for eligibility, or extend the term of the 1995 Plan or increase
the number of shares of stock which may be issued under the 1995 Plan (except in
the case of recapitalization, stock split or other changes in the corporate
structure for which events the Committee may make appropriate adjustments).
Federal Income Tax Consequences.
The grant of an ISO or a nonqualified stock option does not
result in income for the grantee or in a deduction for the Company. The exercise
of a nonqualified stock option does result in ordinary income for the optionee
and a deduction for the Company measured by the difference between the option
price and the fair market value of the shares received at the time of exercise.
Income tax withholding is required.
Neither the grant nor the exercise of an ISO results in
taxable income for the grantee. The excess of the market value on the exercise
date over the option price of the shares, however, is an "item of adjustment"
for alternative minimum tax purposes. When a grantee disposes of shares acquired
by exercise of an ISO, the grantee's gain (the difference between the sale
proceeds and the price paid by the grantee for the shares) upon the disposition
will be taxed as capital gain provided the grantee (i) does not dispose of the
shares within two years after the date of grant nor within one year after the
issuance of shares upon exercise and (ii) exercises the option while an employee
of the Company or a subsidiary or within three months after termination of
employment for reasons other than death or disability. If the shares are
disposed of before the expiration of either period, the grantee generally will
realize ordinary income in the year of the disqualifying disposition.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR
THE PROPOSAL TO APPROVE THE 1995 STOCK OPTION PLAN. PROXIES RECEIVED BY THE
COMPANY WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY CHOICE IN THEIR
PROXIES.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(Item 3)
The Board of Directors of the Company has appointed the firm
of Arthur Andersen LLP to serve as independent auditors of the Company for the
fiscal year ending December 31, 1996, subject to ratification of this
appointment by the stockholders of the Company. One or more representatives of
Arthur Andersen LLP will be present at the Annual Meeting, will have an
opportunity to make a statement and will be available to respond to appropriate
questions.
7
<PAGE> 10
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR
THE PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR THE 1996 FISCAL YEAR. PROXIES RECEIVED BY THE
COMPANY WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY CHOICE IN THEIR
PROXIES.
PROPOSED AMENDMENT OF THE CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
(Item 4)
The Certificate of Incorporation of the Company currently
authorizes the issuance of up to 5,000,000 shares of Common Stock with a par
value of $0.1 per share and 1,000,000 shares of Preferred Stock with a par value
of $0.1 per share. As of May 13, 1996, of the 5,000,000 shares of Common Stock
authorized, 2,031,171 shares were outstanding and approximately 1,372,000 shares
are reserved for issuance upon the exercise of outstanding warrants and under
the 1985 Stock Option Plan and 1995 Stock Option Plan (assuming the approval of
the latter), leaving fewer than 1,600,000 shares available for other purposes.
There are no shares of Preferred Stock outstanding. The Board of Directors deems
it advisable to amend the Certificate of Incorporation to increase the number of
authorized shares of Common Stock to 15,000,000 shares. The Board has adopted,
and recommends that the stockholders approve, the following resolution:
RESOLVED, that it is desirable for the Company to increase the
number of authorized shares of Common Stock from 5 million to 15
million shares and to accomplish the same it is hereby declared
advisable the Certificate of Incorporation be amended by changing the
first sentence of Article FOURTH to read as follows:
The Corporation shall have authority to be exercised by the
Board of Directors, to issue 15,000,000 shares of common
voting stock of the par value of $0.01 per share (the "Common
Stock") having an aggregate par value of $150,000 and
1,000,000 shares of preferred stock of the par value of $0.01
per share (the "Preferred Stock") having an aggregate par
value of $10,000.
The additional shares of Common Stock would become part of the
existing class of Common Stock, and the additional shares, when issued, would
have the same rights and privileges as the shares of Common Stock now issued.
There are no preemptive rights relating to the Common Stock.
If the proposed amendment is approved, the additional
authorized shares would be available for issuance by the Board of Directors for
any proper corporate purpose at any time without further stockholder approval
except as otherwise required by applicable law or securities exchange listing
rules. The Board of Directors believes that it is desirable to give the Company
this flexibility in considering such matters as acquisitions, raising additional
capital, stock dividends, or other corporate purposes, although the Company has
no present plans, agreements or understandings regarding the issuance of the
proposed additional shares. To the extent that any future issue of shares is
made on other than a pro rata basis to current stockholders, the present
ownership of current stockholders may be diluted.
8
<PAGE> 11
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR
THE PROPOSAL TO APPROVE THE AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK. PROXIES RECEIVED BY
THE COMPANY WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A CONTRARY CHOICE IN
THEIR PROXIES.
PROXY PROCEDURE AND EXPENSES OF SOLICITATION
All expenses incurred in connection with the solicitation of
proxies will be borne by the Company. The Company will reimburse brokers,
fiduciaries and custodians for their costs in forwarding proxy materials to
beneficial owners of Common Stock held in their names. Solicitation may be
undertaken by mail, telephone and personal contact by directors, officers and
employees of the Company without additional compensation.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1997
Annual Meeting of Stockholders must be received by the Company on or before
January 13, 1997 to be eligible for inclusion in the Company's proxy statement
and proxy relating to that meeting.
OTHER INFORMATION
As to any other matter or proposal that may properly come
before the meeting, including voting for the election of any person as a
director in place of a nominee named herein who becomes unable to serve and
voting on a proposal omitted from the proxy statement pursuant to the rules of
the Securities and Exchange Commission, it is intended that proxies received
will be voted in accordance with the discretion of the proxy holders.
The form of proxy and the proxy statement have been approved
by the Board of Directors and are being mailed and delivered to stockholders by
its authority.
James E. Gayle
Chairman, President & Chief Executive Officer
Denver, Colorado
May 18, 1996
THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, FOR THE FISCAL YEAR ENDED DECEMBER
31, 1995 WHICH INCLUDES AUDITED FINANCIAL STATEMENTS IS ENCLOSED
HEREWITH.
9
<PAGE> 12
APPENDIX A
XPLOR CORPORATION
1995 STOCK OPTION PLAN
ARTICLE I
PURPOSE AND EFFECTIVE DATE
1.1 Purpose. The purpose of the Plan is to provide financial
incentives for selected Employees and Consultants of Xplor Corporation thereby
promoting the long-term growth and financial success of Xplor Corporation by (i)
attracting and retaining Employees and Consultants of outstanding ability, (ii)
strengthening Xplor Corporation's capability to develop, maintain, and direct a
competent management team, (iii) providing an effective means for selected
Employees and Consultants to acquire and maintain ownership of Xplor Stock, and
(iv) providing incentive compensation opportunities competitive with those of
other corporations.
1.2 Effective Date and Expiration of Plan. The Plan is adopted with an
Effective Date of June 28, 1995, conditioned upon and subject to approval,
within one year of the Effective Date, by a majority of the votes cast at a
meeting of stockholders of the Company, or any adjournment thereof. Unless
earlier terminated by the Board pursuant to Section 6.3, the Plan shall
terminate on the tenth anniversary of its Effective Date. No Award shall be made
pursuant to the Plan after its termination date, but Awards made prior to the
termination date may extend beyond that date.
ARTICLE II
DEFINITIONS
The following words and phrases, as used in the Plan, shall have these
meanings:
2.1 "Award" means any Option.
2.2 "Award Agreement" means the written agreement, in the form adopted
by the Committee, pursuant to which a Participant is notified of an Award and
agrees to the terms and conditions thereof.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.5 "Committee" means those members of a committee of the Board formed
to grant Awards constituted in such a manner as to permit the Plan to comply
with Rule 16b-3 under the Exchange Act as it applies to a plan intended to
qualify thereunder as a discretionary plan and in such a manner as to satisfy
the Code and other applicable law.
2.6 "Company" means Xplor Corporation and its successors and assigns.
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2.7 "Consultant" means any person, including an advisor, who is
engaged by the Company to render services and is compensated for such services,
not including Directors who are not compensated for their services or are paid
only directors' fees by the Company.
2.8 "Director" means a member of the Board of Directors of the
Company.
2.9 "Effective Date" means June 28, 1995.
2.10 "Employee" means any person, including Officers and Directors,
employed by the Company or any Subsidiary of the Company. The payment of a
director's fee by the Company shall not be sufficient to constitute "employment"
by the Company.
2.11 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
2.12 "Fair Market Value" means: (a) if Xplor Stock is listed on a stock
exchange or the NASDAQ National Market System, the closing price (or closing
bid, if no sales occurred) on the trading day prior to determination thereof;
(b) if Xplor Stock is otherwise traded and/or regularly quoted, the mean between
the high and low asked price on the trading day prior to determination thereof;
or (c) in the absence of an established market, the fair market value determined
by the Committee in good faith.
2.13 "Incentive Stock Option" means an option within the meaning of
Section 422 of the Code.
2.14 "Nonstatutory Stock Option" means an Option granted under the Plan
other than an Incentive Stock Option.
2.15 "Officer" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.
2.16 "Option" means either a Nonstatutory Stock Option or an Incentive
Stock option to purchase Xplor Stock.
2.17 "Option Price" means the price at which Xplor Stock may be
purchased under an Option as provided in Section 5.4.
2.18 "Participant" means an Employee or a Consultant to whom an Award
has been made under the Plan.
2.19 "Personal Representative" means the person or persons who, upon
the death, disability or incompetency of a Participant, shall have acquired, by
will or by the laws of descent and distribution or by other legal proceedings,
the right to exercise an Option theretofore granted to such Participant.
2.20 "Plan" means the Xplor Corporation 1995 Stock Option Plan.
2.21 "Subsidiary" means a corporation, domestic or foreign, the
majority of the voting stock of which is owned directly or indirectly by the
Company.
2.22 "Xplor Corporation" means the Company and all of its Subsidiaries
on and after the Effective Date.
2.23 "Xplor Stock" means Common Stock of the Company.
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ARTICLE III
ADMINISTRATION
3.1 Committee to Administer. The Plan shall be administered by the
Committee of two or more Directors. The Committee shall have full power and
authority to interpret and administer the Plan and to establish and amend rules
and regulations for its administration. The Committee's decisions shall be final
and conclusive with respect to the interpretation of the Plan and any Award made
under it.
A majority of the members of the Committee shall constitute a quorum
for the conduct of business at any meeting. The Committee shall act by majority
vote of the members present at a duly convened meeting, which may include a
meeting by conference telephone call held in accordance with applicable law.
Action may be taken without a meeting if written consent thereto is given in
accordance with applicable law.
3.2 Powers of Committee. (a) Subject to the provisions of the Plan,
the Committee shall have authority, in its discretion, to determine those
Employees and Consultants who shall receive an Award, the time or times when
such Award shall be made, the vesting schedule, if any, for the Award and the
type of Award to be granted, whether an Incentive Stock Option or a Nonstatutory
Stock Option shall be granted and the number of shares to be subject to each
Option.
(b) An Option may be granted by the Committee to an Employee or
Consultant who is a Director of the Company only if approved by the Board. A
Director shall not participate in a vote approving a grant to himself or herself
of an Option.
(c) The Committee shall determine and set forth in an Award Agreement
the terms of each Award, including such terms, restrictions, and provisions as
shall be necessary to cause certain options to qualify as Incentive Stock
Options. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Award Agreement relating to an
Award, in such manner and to the extent the Committee shall determine in order
to carry out the purposes of the Plan. The Committee may, in its discretion,
accelerate the date on which any Option may be exercised if the Committee
determines that to do so will be in the best interests of the Company and the
Participants in the Plan.
ARTICLE IV
AWARDS
4.1 Awards. Awards under the Plan shall consist of Incentive Stock
Options or Nonstatutory Stock Options. All Awards shall be subject to the terms
and conditions of the Plan and to such other terms and conditions consistent
with the Plan as the Committee deems appropriate. Awards under a particular
section of the Plan need not be uniform and Awards under two or more sections
may be combined in one Award Agreement. Any combination of Awards may be granted
at one time and on more than one occasion to the same Participant.
4.2 Eligibility For Awards. An Award may be made to any Employee or
Consultant selected by the Committee. In making this selection and in
determining the form and amount of the Award, the Committee may give
consideration to the functions and responsibilities of the respective Employee
or Consultant, his or her present and potential contributions to the success of
the Company, the value of his or her services to the Company, and such other
factors deemed relevant by the Committee.
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4.3 Shares Available Under the Plan. The Xplor Stock to be offered
under the Plan pursuant to Options may be unissued Xplor Stock or be Xplor Stock
previously issued and outstanding and reacquired by the Company. Subject to
adjustment under Section 6.2, no more than 500,000 shares of Xplor Stock shall
be issuable upon exercise of Options. Any shares of Xplor Stock subject to an
Option which for any reason is canceled or terminated without having been
exercised, shall again be available for Awards under the Plan.
ARTICLE V
STOCK OPTIONS
5.1 Award of Stock Options. The Committee may, from time to time,
subject to Section 3.2(b) and other provisions of the Plan and such terms and
conditions as the Committee may prescribe, award Incentive Stock Options and
Nonstatutory Stock Options to any Employee or Consultant. Awards of Incentive
Stock Options and Nonstatutory Stock Options must be separate and not in tandem.
5.2 Period of Option. (a) An Option granted under the Plan shall be
exercisable only in accordance with the vesting schedule approved by the
Committee. The Option may be exercised at any time during the term of the
Option, in whole or in installments, as specified in the related Award
Agreement. Subject to Section 5.6, the duration of each Option shall not be more
than ten years from the date of grant.
(b) Except as provided in Section 5.6, an Option may not be exercised
by a Participant, if such Participant is an Employee or Consultant, unless he or
she is then, and continually (except for sick leave, military service, or other
approved leave of absence) after the grant of the Option has been, an Employee
or Consultant of the Company.
5.3 Award Agreement. Each Option shall be evidenced by a Award
Agreement.
5.4 Option Price, Exercise and Payment. The Option Price of Xplor
Stock under each Option shall be determined by the Committee, but an Incentive
Stock Option shall only be granted at a price not less than 100 percent of the
Fair Market Value of Xplor Stock at the date such Option is granted, as
determined by the Committee.
Options may be exercised from time to time, in whole or in part, by
giving written notice to the Secretary of the Company, specifying the number of
shares to be purchased. The notice of exercise shall be accompanied by payment
in full of the Option Price in cash. The Company shall not issue or transfer
Xplor Stock upon exercise of an Option until the Option Price is fully paid.
5.5 Limitations on Incentive Stock Options. Each provision of the Plan
and each Award Agreement relating to an Incentive Stock Option shall be
construed so that each Incentive Stock Option shall be an incentive stock option
as defined in Section 422 of the Code, and any provisions of the Award Agreement
thereof that cannot be so construed shall be disregarded.
5.6 Termination of Employment or Consulting Relationship. (a) In the
event of termination of an Optionee's continuous status as an Employee or
Consultant with the Company (as the case may be), such Optionee may, but only
within ninety (90) days (or such other period of time of not less than thirty
(30) days as is determined by the Committee, with such determination in the case
of an Incentive Stock Option being made at the time of grant of the Option and
not exceeding ninety (90) days) after the date of such termination (but in no
event later than the expiration date of the term of such Option as set forth in
the Award Agreement), exercise his Option to the extent that Optionee was
entitled to exercise it at the date of such termination. To the extent that
Optionee was
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<PAGE> 16
not entitled to exercise the Option at the date of such termination, or if
Optionee does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.
(b) Notwithstanding the provisions of Section 5.6(a) above, in the
event of termination of an Optionee's Continuous Status as an Employee or
Consultant with the Company as a result of Optionee's total and permanent
disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only
within twelve (12) months from the date of such termination (but in no event
later than the expiration date of the term of such Option as set forth in the
Award Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of such termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified herein, the Option shall terminate.
(c) In the event of the death of an Optionee, the Option may be
exercised, at any time within twelve (12) months following the date of death,
(but in no event later than the expiration date of the term of such Option as
set forth in the Award Agreement), by the Optionee's Personal Representative. To
the extent that Optionee was not entitled to exercise the Option at the date of
death, or if the Option is not exercised to the extent so entitled within the
time specified herein, the Option shall terminate.
(d) Options granted to persons subject to Section 16(b) of the Exchange
Act must comply with Rule 16b-3 thereunder and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.
5.7 Shareowner Rights and Privileges. A Participant shall have no
rights as a shareowner with respect to any shares of Xplor Stock covered by an
Option until the issuance of a stock certificate to the Participant representing
such shares.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Nontransferability. Unless otherwise provided by the Committee, no
Option under the Plan shall be transferable by the Participant otherwise than by
will or, if the Participant dies intestate, by the laws of descent and
distribution. All Awards shall be exercisable or received during the
Participant's lifetime only by such Participant or his Personal Representative.
Any transfer contrary to this Section 6.1 will nullify the Option.
6.2 Adjustments Upon Changes in Stock. In case of any reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other changes in the corporate structure
or shares of the Company, appropriate adjustments may be made by the Committee
(or if the Company is not the surviving corporation in any such transaction, the
board of directors of the surviving corporation) in the aggregate number and
kind of shares subject to the Plan, and the number and kind of shares and the
price per share subject to outstanding Options. Appropriate adjustments may also
be made by the Committee in the terms of any Awards under the Plan to reflect
such changes and to modify any other terms of outstanding Awards on an equitable
basis.
6.3 Amendment, Suspension, and Termination of Plan.
(a) The Board may suspend or terminate the Plan or any portion thereof
at any time, and may amend the Plan from time to time in such respects as the
Board may deem advisable in order
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<PAGE> 17
that any Awards thereunder shall conform to any change in applicable laws or
regulations or in any other respect the Board may deem to be in the best
interests of the Company; provided, however, that no such amendment shall,
without stockholder approval, (i) except as provided in Section 6.2, increase
the number of shares of Xplor Stock which may be issued under the Plan, (ii)
materially increase the benefits accruing to Participants under the Plan, or
(iii) materially modify the requirements as to eligibility for participating in
the Plan, or (iv) extend the termination date of the Plan. No such amendment,
suspension, or termination shall alter or impair any outstanding Options without
the consent of the Participant affected thereby.
(b) With the consent of the Participant affected thereby, the Committee
may amend or modify any outstanding Options in any manner to the extent that the
Committee would have had the authority under the Plan initially to award such
Options, as so modified or amended, including without limitation, to change the
date or dates as of which such Options may be exercised.
6.4 Nonuniform Determinations. The Committee's determinations under
the Plan, including without limitation, (i) the determination of the Employees
and Consultants to receive Awards, (ii) the form, amount, and timing of such
Awards, (iii) the terms and provisions of such Awards and (iv) the Award
Agreements evidencing the same, need not be uniform and may be made by it
selectively among Employees and Consultants who receive, or who are eligible to
receive, Awards under the Plan, whether or not such Employees or Consultants are
similarly situated.
6.5 General Restriction. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares may then be listed,
and shall be further subject to the approval of counsel for the Company with
respect to such compliance.
As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.
6.6 No Right To Employment. Neither the action of the Company in
establishing the Plan, nor any action taken by it or by the Board or the
Committee under the Plan, nor any provision of the Plan, shall be construed as
giving to any person or Participant the right to be retained in the employ of or
as a Consultant to the Company or any Subsidiary.
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<PAGE> 18
XPLOR CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS JUNE 25, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoints J. Morton Davis and James E. Gayle or each of them as
shall be in attendance at the meeting, as proxy or proxies, with full power of
substitution, to represent the undersigned at the Annual Meeting of Stockholders
of Xplor Corporation to be held on June 25, 1996, and at any adjournment
thereof, and to vote as specified on this Proxy the number of shares of Common
Stock of Xplor Corporation the undersigned would be entitled to vote if
personally present upon the matters referred to on the reverse side hereof, and
in their discretion upon any other business as may properly come before the
meeting.
IF NOT MARKED TO THE CONTRARY, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, 3
AND 4.
IMPORTANT:
THIS PROXY IS CONTINUED AND MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
<PAGE> 19
XPLOR CORPORATION
PLEASE MARK YOUR VOTE IN THE OVAL ( ) IN THE FOLLOWING MANNER
USING DARK INK ONLY
THE BOARD OF DIRECTORS PROPOSES AND RECOMMENDS A VOTE
FOR PROPOSALS 1, 2 , 3 AND 4.
<TABLE>
<CAPTION>
(To withhold authority to vote for any individual
nominees strike a line through the nominee's name to
the left and fill in the "For all Except" oval.)
<S> <C> <C> <C> <C>
FOR ALL
1. ELECTION OF FIVE DIRECTORS - Nominees: James E. Gayle, Martin A. Bell, FOR AGAINST ABSTAIN EXCEPT
J.Morton Davis, Richard Goldberger and Leonard Toboroff. ( ) ( ) ( ) ( )
2. APPROVE 1995 STOCK OPTION PLAN as set forth as Appendix A to Proxy FOR AGAINST ABSTAIN
Statement. ( ) ( ) ( )
3. RATIFY SELECTION OF ARTHUR ANDERSEN LLP as independent FOR AGAINST ABSTAIN
auditors for the fiscal year ending December 31, 1996. ( ) ( ) ( )
4. APPROVE AN AMENDMENT OF CERTIFICATE OF INCORPORATION to FOR AGAINST ABSTAIN
increase the number of authorized shares of Common Stock. ( ) ( ) ( )
Mark here if you plan to attend the Annual Meeting.( )
</TABLE>
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Signature(s) of holders of Common Stock should agree with the name(s) shown on
this Proxy. For joint accounts, both owners should sign.
Dated: , 1996
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