UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
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 240.14a-11(c) or 240.14a-12
UNITED SYSTEMS TECHNOLOGY, INC.
(Name of Registrant as Specified in Its Charter)
Randall L. McGee
(Name of Person(s) filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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:*
__________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________
* Set forth the amount on which the filing fee is calculated and state how
it was defined.
[ ] 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:________________________________________________
UNITED SYSTEMS TECHNOLOGY, INC.
_________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 26, 1996
_________________________________________________________________
The Annual Meeting of Shareholders of United Systems
Technology, Inc., an Iowa corporation, will be held at 9:00 a.m.,
Central Time, Wednesday June 26, 1996 at the Company's executive
offices, 3021 Gateway Drive, Suite #240, Irving, Texas, 75063,
for the following purposes:
1. To elect five members of the Board of Directors of the
Company;
2. To ratify or reject the selection of Grant Thornton LLP as
the independent accountants for the Company;
3. To consider and act upon such other business as may properly
come before the meeting or any adjournment thereof.
All shareholders are cordially invited to attend the
meeting, although only shareholders of record at the close of
business on May 10, 1996 will be entitled to vote.
A Proxy Statement explaining the matters to be acted upon at
the meeting follows. Please read it carefully. Also enclosed is
a copy of the Company's Annual Report for the fiscal year ended
December 31, 1995.
Randall L. McGee, Secretary
May 17, 1996
3021 Gateway Drive, #240
Irving, Texas 75063
YOUR VOTE IS IMPORTANT
Shareholders are urged to designate their choices as to the
matters to be acted upon, and to date, sign, and return the
enclosed proxy card in the envelope provided, which requires no
postage if mailed in the United States. Your prompt return of
the Proxy will help to assure a quorum at the meeting and to
avoid additional Company expense for further solicitation.
UNITED SYSTEMS TECHNOLOGY, INC.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 26, 1996
_________________________________________________________________
PROXY STATEMENT
_________________________________________________________________
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the
solicitation of Proxies in behalf of the Board of Directors of
United Systems Technology, Inc., an Iowa corporation, for use at
the Company's Annual Meeting of Shareholders, to be held on
Wednesday, June 26, 1996, and at any and all adjournments of such
meeting. This Proxy Statement and Proxy are being mailed on or
about May 22, 1996 to shareholders of record of the Company on
May 10, 1996.
If the enclosed Proxy Card is properly executed and returned
in time to be voted at the meeting, the shares represented will
be voted in accordance with the instructions contained therein.
Executed Proxies that contain no instructions will be voted (1)
for the nominees for director indicated herein and (2) in favor
of ratification of the selection of Grant Thornton LLP as
independent accountants for the Company. In their discretion,
the proxies are also authorized to vote upon such other business
as may properly come before the meeting or any and all
adjournments thereof.
A shareholder who executes a Proxy for the Annual Meeting
may revoke it any time before it is voted. A Proxy may be
revoked by delivering written notice of revocation to the
Company, by delivering a duly executed Proxy bearing a later
date, or by attending the meeting and voting in person.
The Company's executive offices are located at 3021 Gateway
Drive, Suite 240, Irving, Texas 75063.
VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on May
10, 1996 will be entitled to vote at the Annual Meeting. As of
May 10, 1996, 38,643,163 shares of Common Stock, par value $.10
per shares; 500,000 shares of Series B Preferred Stock, par
value $.10 per share; 750,000 shares of Series C Preferred
Stock, par value $.10 per share; 500,000 shares of Series D
Preferred Stock, par value $.10 per share; and 300,000 shares of
Series E Preferred Stock, par value $.10 per share were issued
and outstanding. Each Common Shareholder is entitled to one vote
per share on each matter to be voted upon at the meeting. Series
B Preferred Shareholders are entitled to a total of 3,831,805
votes on each matter to be voted upon at the meeting. Series C
Preferred Shareholders are entitled to a total of 1,283,615 votes
on each matter to be voted upon at the meeting. Series D
Preferred Shareholders are entitled to a total of 2,051,865 votes
on each matter to be voted upon at the meeting. Series E
Preferred Shareholders are entitled to a total of 2,016,085 votes
on each matter to be voted upon at the meeting.
A quorum for the Annual Meeting will exist if a majority of
the shares entitled to vote are present in person or by Proxy.
If a quorum is present, election of directors for the ensuing
year and the ratification of Management's selection of
independent accountants will require an affirmative vote by a
majority of the votes to which shareholders voting at the meeting
are entitled to vote with respect to each such matter.
Meeting costs, including the costs of preparing and mailing
the Proxy Statement and Proxy, will be borne by the Company. The
Company may, in addition, use the services of its directors,
officers and employees to solicit Proxies, personally or by
telephone, but at no additional salary or compensation. The
Company will also request banks, brokers, and others who hold
shares of the Company in nominee names to distribute annual
reports and Proxy soliciting materials to beneficial owners, and
will reimburse such banks and brokers for reasonable out-of-
pocket expenses which they may incur in so doing.
Election of Directors
The Company's Board of Directors has nominated the five
persons listed below for election as directors for the ensuing
year. Directors will hold office until the Annual Meeting of
Shareholders held in 1997, and until their successors are duly
elected and qualified, or until their death, resignation or
removal. The nominees are presently directors of the Company and
have served in that capacity since originally elected. A
shareholder using the enclosed Proxy Card can vote for all or any
of the nominees or such shareholder may withhold his vote from
all or any of such nominees. If the Proxy Card is properly
executed but unmarked, it will be voted for all of the nominees.
Each of the nominees has agreed to serve as a director if
elected; however, should any nominee become unable or unwilling
to accept nomination or election, the persons named in the Proxy
will exercise their voting power in favor of such other person or
persons as the Board of Directors of the Company may recommend.
There are no family relationships among these nominees.
<TABLE>
<S> <C> <S>
Name Age Position
Thomas E. Gibbs 47 Chairman of the Board,
Chief Executive Officer,
President and Director
Jordan Issackedes 64 Director
David G. Sengpiel 43 Director
Scott A. Burri 33 Director
Earl H. Cohen 48 Director
</TABLE>
Thomas E. Gibbs, Chairman of the Board, Chief Executive
Officer, President and Director. Mr. Gibbs founded Mentor
Systems, Inc. in 1981, served as its President until 1987 when
the company was sold to Philadelphia Suburban Corporation, and
continued as President until 1988. From 1988 to 1989, Mr. Gibbs
served as Chairman of PSC Information Services, Inc., the
information technology subsidiary of Philadelphia Suburban
Corporation and President of Digital Systems, Inc., a PSC
Information Services subsidiary. From 1989 to 1990, Mr. Gibbs
was Senior Vice President for Information Technology at
Philadelphia Suburban Corporation. In 1990, Mr. Gibbs became
President of PSC Information Services, Inc. and served in that
capacity until 1991 when two of the five PSC Information Services
companies were acquired by Systems and Computer Technology Corp.
("SCT"). After the acquisition, Mr. Gibbs became President of
Mentor Information Systems, Inc., one of the two companies
acquired by SCT, until 1993. In addition, from 1992 until 1993
he served as President of Moore Governmental Systems, Inc.,
another SCT subsidiary. Mr. Gibbs was elected to his current
position of Chairman of the Board, Chief Executive Officer and
President of the Company effective January 1, 1994. Mr. Gibbs
received a Bachelor of Science degree, Masters of Business
Administration and a Ph.D. degree from the University of
Cincinnati.
Jordan Issackedes, Director. Mr. Issackedes began his
career in 1953 with the accounting firm of Coopers & Lybrand.
From 1960 to 1969, Mr. Issackedes was employed by the Okinite
Company in various management capacities, culminating in his
serving as Vice President of Finance and a member of the Board of
Directors from 1966 to 1969. From 1969 to 1982, Mr. Issackedes
was President, Chief Operating Officer and a member of the Board
of Directors of General Felt Industries, Inc. From 1983 trough
1985, Mr. Issackedes was President and principal owner of C&J
Zimmerman, a flooring manufacturer and contractor. From 1984 to
1988, Mr. Issackedes was affiliated with Software Plus, Inc., a
privately-held corporation which develops and markets specialized
computer software systems, initially as a member of its Board of
Directors and of the executive committee of the Board, and from
1985 to 1988 as its Chairman of the Board and Chief Executive
Officer. Currently Mr. Issackedes is President of Jordan
Issackedes Associates, Inc., a management services firm which Mr.
Issackedes founded in 1983. Mr. Issackedes was a consultant to
the Company from July 1988 until October 1989 when he was elected
to the position of Chairman of the Board, Chief Executive Officer
and President, which he held until December 31, 1993. He has
served as a director of the Company since December, 1988.
David G. Sengpiel, Director. Mr. Sengpiel has been a Vice-
President of Equity Dynamics, Inc., a financial consulting firm
located in Des Moines, Iowa, since March 1995. From 1993 until
1995, Mr. Sengpiel was the Alternate Investment Manager with Farm
Bureau Life Insurance Company. From 1990 to 1993, Mr. Sengpiel
held the position of President of Vantage Cable International, a
subsidiary of Farm Bureau Life Insurance Company. Mr. Sengpiel
received a Bachelor of Science degree in Business from Carroll
College.
Scott A Burri, Director. Mr. Burri has been employed by
Ventana Growth Funds, a California-based asset management firm,
since 1992, and is responsible for the management, analysis and
oversight of a number of portfolio companies. Prior to 1992, Mr.
Burri was employed as an investment banker at First Boston
Corporation in New York, New York and Credit Suisse in Zurich,
Switzerland. Mr. Burri has previously served on the Boards of
public and private companies. Mr. Burri received a Bachelor of
Science degree from Oregon State University and Master of
Business degree from the University of Southern California.
Earl H Cohen, Director. Mr. Cohen is an attorney and has
served as Chief Executive Officer of the law firm of Mansfield &
Tanick, P.A. since 1992. Prior to joining the law firm of
Mansfield & Tanick in 1990, Mr. Cohen was an attorney in private
practice from 1976 through 1990. From 1973 through 1976, Mr.
Cohen served as Trust Officer of Norwest Bank Minneapolis. Mr.
Cohen received his Bachelor of Science degree in Business from
the University of Minnesota in 1970 and his law degree from the
University of Minnesota in 1973. Mr. Cohen has previously served
on the boards of private companies.
The Board of Directors has established a Compensation/Stock
Option Committee and an Audit Committee. The Compensation/Stock
Option Committee was originally established by the Board of
Directors in January, 1987 to administer the Company's Stock
Option Plan. In June, 1988 the duties of the Committee were
expanded to include the review of management compensation. The
Committee held one meeting during the year ended December 31,
1995 and was comprised of John Pappajohn, Jordan Issackedes and
Scott Burri. The Audit Committee was established by the Board of
Directors in June, 1988 to monitor preparation of the Company's
financial statements. The Committee held one meeting during the
year ended December 31, 1995 and was comprised of John Pappajohn,
Jordan Issackedes and Scott Burri. The Company has no other
committees of the Board of Directors. Committee appointments for
the upcoming year will be made at the annual meeting of the Board
of Directors.
The Board of Directors held 5 meetings during the year ended
December 31, 1995. All Directors attended 75% or more of all
meetings of the Board and of the committees on which they served.
Executive Officers
The Executive officers of the Company are appointed annually
by the Board of Directors and serve an indefinite term. All
executive officers of the Company are employed on a full-time
basis. No family relationship exists between any executive
officer of the Company.
<TABLE>
<S> <C> <S>
Name Age Position
Thomas E. Gibbs 47 Chairman of the Board,
Chief Executive Officer,
President and Director
Randall L. McGee 39 Secretary, Treasurer and
Vice-President - Finance
</TABLE>
Thomas E. Gibbs, Chairman of the Board, Chief Executive
Officer, President and Director. See Resume on Page 3 of this
Proxy Statement.
Randall L. McGee, Secretary/Treasurer and Vice President -
Finance. Mr. McGee was appointed Secretary, Treasurer and
Controller of the company in October, 1988. Mr. McGee is a
certified public accountant and, from 1982 until he joined the
Company, served as Controller of National FSi, Inc., a provider
of computer software and ancillary services for the management of
pension and other employee benefit plans. Mr. McGee received a
Bachelor of Arts Degree in Accounting from the University of
Northern Iowa in 1979.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the ownership of each person
who is known to the Company to be the beneficial owner of more
than 5% of the Company's Common Stock as of May 10, 1996.
<TABLE>
<S> <C> <C>
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
John Pappajohn 8,328,255 (1) 20.4%
666 Walnut Street
Des Moines, IA 50309
Farm Bureau Mutual 7,899,755 (2) 17.0%
Insurance Company
5400 University Avenue
West Des Moines, IA 50263
Edgewater Private 6,166,666 16.0%
Equity Fund L.P.
666 Grand Avenue, Suite 200
Des Moines, IA 50309
Dralvar Capital Corp. 5,000,000 12.9%
2650 IDS Center
80 South Eight Street
Minneapolis, MN 55402
Thomas E. Gibbs 4,060,000 (3) 9.7%
4701 American Blvd., #2319
Euless, TX 76040
Ventana Growth Fund 3,233,615 (4) 7.9%
18881 Von Karmon
Tower 17 - Suite 350
Irvine, CA 92715
</TABLE>
_________________________________________________________________
(1) Includes: (i) 3,150,000 shares of Common Stock issuable on
exercise of warrants held by Mr. Pappajohn; (ii) 202,500
shares of Common Stock owned by Mary Pappajohn, the wife of
Mr. Pappajohn; and (iii) 400,000 shares of Common Stock owned
by Evia Associates, a partnership owned by John and Mary
Pappajohn. Mr. Pappajohn disclaims beneficial ownership of
the shares of Common Stock owned by his wife and 200,000
shares of the shares of Common Stock owned by Evia Associates.
(2) Farm Bureau Mutual Insurance Company ("Farm Bureau") is deemed
to be the beneficial owner of such shares because it is the
holder of 500,000 shares of Series B Preferred Stock which, as
of May 10, 1996 were convertible into 3,831,805 shares of
Common Stock; the holder of 500,000 shares of Series D
Preferred Stock which, as of May 10, 1996, were convertible
into 2,051,865 shares of Common Stock and the holder of
300,000 shares of Series E Preferred Stock which, as of May
10, 1996, were convertible into 2,016,085 shares of Common
Stock. Farm Bureau is the beneficial owner of 63% if the
Company's Preferred Stock by virtue of its ownership of the
500,000 shares of Series B Preferred Stock, 500,000 shares of
Series D Preferred Stock and 300,000 shares of Series E
Preferred Stock. The 500,000 shares of Series B Preferred
Stock are entitled to a total of 3,831,805 votes, the Series D
Preferred Stock are entitled to 2,051,865 votes and the Series
E Preferred Stock are entitled to a total of 2,016,085 votes
at the Annual Meeting of Shareholders which is the subject of
the Proxy Statement.
(3) Includes 3,000,000 shares of Common Stock issuable on exercise
of options held by Mr. Gibbs. Under the terms of these
options, 750,000 shares became exercisable on February 17,
1995, 750,000 shares became exercisable on February 17, 1996,
375,000 shares become exercisable on July 11, 1996, 375,000
shares become exercisable on July 11, 1997, 375,000 become
exercisable on July 11, 1998 and 375,000 shares become
exercisable on July 11, 1999.
(4) Ventana Growth Fund ("Ventana") is deemed to be the
beneficial owner of such shares because it is the holder of
warrants to purchase 950,000 shares of Common Stock and it is
the holder of 750,000 shares of Series C Preferred Stock
which, as of May 10, 1996, were convertible into 1,283,615
shares of Common Stock. Ventana is the beneficial owner of
37% of the Company's Preferred Stock by virtue of its
ownership of the 750,000 shares of Series C Preferred Stock.
The 750,000 shares of Series C Preferred Stock are entitled to
a total of 1,283,615 votes at the Annual Meeting of
Shareholders which is the subject of this Proxy Statement.
The following table sets forth the ownership of each of the
directors of the Company, and the directors and officers as a
group, of the Company's Common Stock as of May 10, 1996.
<TABLE>
<S> <C> <C>
Name and Address Amount and Nature Percent
of Beneficial Owner Of Beneficial Ownership of Class
Thomas E. Gibbs 4,060,000 (1) 9.7 %
Jordan Issackedes 1,618,000 (2) 4.1 %
Randall L. McGee 500,000 (3) 1.3 %
Scott A. Burri 280,000 *
All Officers and Directors
as a group (6 persons) 6,458,000 15.0 %
</TABLE>
* Percent of class less than 1 %
(1) Includes 3,000,000 shares of Common Stock issuable on
exercise of options held by Mr. Gibbs. Under the terms of
these options, 750,000 shares became exercisable on February
17, 1995, 750,000 shares became exercisable on February 17,
1996, 375,000 shares become exercisable on July 11, 1996,
375,000 shares become exercisable on July 11, 1997, 375,000
become exercisable on July 11, 1998 and 375,000 shares become
exercisable on July 11, 1999.
(2) Includes (i) 750,000 shares of Common Stock issuable on
exercise of a warrant and an option held by Mr. Issackesdes
and (ii) 250,000 shares of Common Stock which Mr. Issackedes
has the right to purchase from the Company at any time. The
warrant is immediately exercisable by the holder thereof and
the option is exercisable on July 11, 1996.
(3) Includes 500,000 shares of Common Stock issuable in exercise
of an option held by Mr. McGee. Under the terms of the option,
125,000 shares become exercisable on July 11, 1996, 125,000
shares become exercisable on July 11, 1997, 125,000 shares
become exercisable on July 11, 1998 and 125,000 shares become
exercisable on July 11, 1999.
Management Compensation
Executive Compensation
The following table sets forth the compensation paid or
accrued by the Company for service rendered during the last
fiscal year to the Company's Chief executive Officer and each of
the most highly compensated officers of the Company whose
compensation exceeds $ 100,000.
Summary Compensation Table
<TABLE>
<S> <C> <C> <C> <C>
Name and Annual Compensation Long Term All Other
Principal Position Year Salary Bonus Compensation Compensation
Thomas E. Gibbs 1995 $133,750 -0- -0- -0-
Chairman of the Board
Chief Executive Officer
and President
</TABLE>
None of the Company's officers currently have written
employment agreements with the company.
Stock Option and Warrant Grants in Last Fiscal Year
In July, 1995, the Company granted an option to Mr. Gibbs to
purchase 1,500,000 shares of its Common Stock at a price of $.035
per share, and granted an option to Mr. McGee to purchase 500,000
shares of its Common Stock as a price of $ .035 per share. In
July, 1995, the Company canceled an option issued to Mr. Gibbs in
February 1994 to purchase 1,500,000 shares of its Common Stock
and issued a new option to Mr. Gibbs to purchase 1,500,000 shares
of its Common Stock at a price of $.035 per share.
Aggregate Stock Option and Warrant Exercises in the
Last Fiscal Year and Fiscal Year-End Option and Warrant Values
The following table sets forth information regarding year-end
value of options and warrants held by the Company's Chief
Executive Officer for the year ending December 31, 1995. No
options or warrants were exercised by the Company's Chief
Executive Officer during the year.
<TABLE>
<S> <C> <C> <C> <C>
Value of
Number of Unexercised
Unexercised In-The-Money
Shares Value Options/Warrants Options/Warrants(1)
Acquired Realized ---At Year End--- ---At Year End---
Name Exercise At Exercise Exercisable Unexercisable Exercisable Unexercisable
Thomas E.
Gibbs -0- -0- 1,500,000 1,500,000 -0- -0-
</TABLE>
(1) 1995 closing bid price was $.02.
Compensation Pursuant to Plans
The Company adopted a Stock Option Plan on May 25, 1982.
This plan was terminated in September, 1986. All options granted
under this plan have expired or been extinguished. The Board of
Directors of the Company adopted a new Stock Option Plan on
September, 27, 1986 (the "Plan"). The Company currently has a
total of 12,000,000 shares of Common Stock for issuance pursuant
to the Plan. The Plan was approved by the stockholders of the
Company on June 3, 1987. The Plan is designed as an incentive
for directors and employees and is administered by the
Compensation/Stock Option Committee of the Board of Directors,
which selects optionees and determined the number of shares of
Common Stock subject to each option and whether such option is an
incentive or non-statutory stock option. The Plan provided that
no option may be granted at a price less than the fair market
value of the Common Stock on the date of grant. Unless otherwise
specified, the options expire ten years from the date of grant
and may not be exercised in whole or in part during the entire
one-year period from date of grant. Thereafter, options may be
exercised in whole or in part, depending on the terms of the
particular option. There are currently 4,810,000 options
outstanding under the Plan. The Company is proposing that the
shareholders approve an amendment to the Plan to increase the
number of authorized shares thereunder to 12,000,000.
Effective January 16, 1992, the Company established the USTI
Employees' 401 (K) Profit Sharing Plan and Trust (the "Plan"),
which is a defined contribution plan that covers substantially
all full-time employees of the Company eligible to participate.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("REISA"), and Section
401(K) if the Internal Revenue Code. The Company may elect to
make contributions for the benefit of the participants in the
Plan, based on semi-annual resolutions of the Board of Directors.
The Company made contributions for the benefit of the
participants in the Plan in the amount of $ 1,425 for the year
ended December 31,1995
The Company offers a medical insurance plan for all full-
time employees of the Company. The Company has no pension,
profit sharing or insurance program for the benefit of its
directors, officers or employees.
Director Compensation
No officer or director of the Company receives any cash
compensation for services as a director. Non-management
directors receive reasonable expenses incurred for attendance at
meetings of the Board of Directors.
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS
Share Issuances
In February 1994, the Company sold 3,333,3334 shares of the
Company's Common Stock at a price of $.06 per share, for a total
of $200,000. This private placement sale of stock was made to
Mr. John Pappajohn and Edgewater Private Equity Fund L.P. In
October 1994, the Company sold 7,600,000 shares of the Company's
Common Stock at a price of $.05 per share. This private
placement sale included the sale of stock to Mr. John Pappajohn,
Edgewater Private Equity Fund L.P., Mr. Thomas Gephart and Mr.
Jordan Issackedes. The Company extended certain incidental
registration rights to the shareholders in connection with these
private placements.
In February 1994, the Company granted Mr. John Pappajohn a
warrant to purchase 1,000,000 shares of the Company's Common
Stock at an exercise price of $.08 per share, in August 1994
granted Mr. Pappajohn a warrant to purchase 900,000 shares of the
Company's Common Stock at an exercise price of $.05 per share and
in July 1995 granted Mr. Pappajohn a warrant to purchase
1,000,000 shares of the Company's Common Stock at an exercise
price of $.035 per share. These warrants were issued in
consideration for the letter of credit issued by Mr. Pappajohn to
collateralize a line of credit of the Company.
In February 1994, pursuant to the terms of his employment by
the Company, the Company granted Mr. Thomas E. Gibbs (1) an
option to purchase 1,500,000 shares of the Company's Common Stock
at an exercise price of $.08 per share, and (2) 1,000,000 shares
of Common Stock. In July, 1995, the Company granted an option to
Mr. Gibbs to purchase 1,500,000 shares of its Common Stock at a
price of $.035 per share and the Company canceled the option
issued to Mr. Gibbs in February 1994 to purchase 1,500,000 shares
of its Common Stock and issued a new option to Mr. Gibbs to
purchase 1,500,000 shares of its Common Stock at a price of $.035
per share.
In August 1994, the Company issued 1,750,640 shares of its
Common Stock when it converted a $50,000 note payable to Ventana
Growth Fund and a $35,000 note payable to Mr. John Pappajohn.
This debt was converted at a rate of $.05 per share.
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors appointed the firm Grant Thornton LLP
as the independent public accountants of the Company for the
fiscal year 1996 and recommends to the shareholders that they
vote for ratification of this appointment. Grant Thornton LLP
was engaged as the Company's independent accountants in December,
1993. Such firm audited the financial statements of the Company
for the years ended December 31, 1995, 1994 and 1993, including
the audited financial statements dated December 31, 1995 filed by
the Company with the Securities and Exchange Commission in its
Annual Report on Form 10-KSB.
Representatives of the firm Grant Thornton LLP, may be
present at the Annual Meeting and, if present, will be available
to make a statement if they desire to do so and to respond to
appropriate shareholder' questions.
In connection with its audits of the financial statements of
the Company's 1993, 1994 and 1995 fiscal years, there have been
no reportable disagreements with Grant Thornton LLP on any matter
of accounting principles or practices, financial statement
disclosures, or auditing scope or procedures.
OTHER BUSINESS
Management of the Company knows of no other business which
may come before the meeting. However, if any additional matters
are properly presented at the meeting, it is intended that the
persons named in the enclosed Proxy, or their substitutes, will
vote such Proxy in accordance with their judgment on such
matters.
SHAREHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Shareholder proposals intended for presentation at the
Company's next Annual Meeting must be received by the Company at
its principal executive offices in Irving, Texas, no later than
January 3, 1997.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders, which includes
financial statements, is enclosed with this Proxy Statement.
FRONT OF CARD
PROXY PROXY
UNITED SYSTEMS TECHNOLOGY, INC.
ANNUAL MEETING OF SHAREHOLDERS - June 26, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Thomas E. Gibbs and Randall L. McGee
severally as proxies, each with the power to appoint his substitute, and
hereby authorizes then to represent and vote, as designated below, all of
the votes to which the undersigned shares of United Systems Technology, Inc.
are entitled at the Annual Meeting of Shareholders of the Company and at any
and all adjournments thereof, with respect to the matters set forth below
and described in the Notice of Annual Meeting and Proxy Statement, dated
May 17, 1996, receipt of which is hereby acknowledged.
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES LISTED BELOW (except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for all nominees below
INSTRUCTIONS: TO withhold authority to vote for any nominee below, strike a
line through the nominee's name:
Thomas E. Gibbs, Jordan Issackedes, David G. Sengpiel, Scott A. Burri,
Earl H. Cohen
2. Ratification of Grant Thornton LLP as Independent Public Accountants for
the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting or any and all
adjournments thereof.
BACK OF CARD
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned Shareholder. If no indication is made, this proxy
will be voted for all nominees for director and for Proposal 2.
Please singe exactly as your name appears hereon.
When the shares are held by joint tenants, both
should sign. When signing as an 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 the partnership name by an
authorized person.
___________________________________________
Signature
___________________________________________
Signature, if held jointly
Dated: ______________________, 1996
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
