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 Rule 14a-11(c) or Rule.14a-12
[ ] Confidential, for use of Commission only (as permitted by Rule 14a-6(e)(2)
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] No fee required
[ ] Fee computed in 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 (set 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.
[ ] 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.
<PAGE>
UNITED SYSTEMS TECHNOLOGY, INC.
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 23, 1999
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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 23,
1999 at the Company's executive offices, 1850 Crown Road, Suite #1109, Dallas,
Texas, 75234, for the following purposes:
1. To elect four 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 14, 1999 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, 1998.
Randall L. McGee, Secretary
May 21, 1999
1850 Crown Road, #1109
Dallas, Texas 75234
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.
<PAGE>
UNITED SYSTEMS TECHNOLOGY, INC.
ANNUAL MEETING OF SHAREHOLDERS - JUNE 23, 1999
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PROXY STATEMENT
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GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
Proxies on 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 23, 1999, and at any and all adjournments of such
meeting. This Proxy Statement and Proxy are being mailed on or about May 21,
1999 to shareholders of record of the Company on May 14, 1999.
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 1850 Crown Road, Suite 1109,
Dallas, Texas 75234.
VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on May 14, 1999 will
be entitled to vote at the Annual Meeting. As of May 14, 1999, 48,178,043 shares
of Common Stock, par value $.10 per share; 500,000 shares of Series B 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 4,358,240 votes on each matter
to be voted upon at the meeting. Series D Preferred Shareholders are entitled to
a total of 2,352,955 votes on each matter to be voted upon at the meeting.
Series E Preferred Shareholders are entitled to a total of 2,332,230 votes on
each matter to be voted upon at the meeting.
<PAGE>
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 four persons listed
below for election as directors for the ensuing year. Directors will hold office
until the Annual Meeting of Shareholders held in 2000, 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> <C>
Name Age Position
---- --- --------
Thomas E. Gibbs 50 Chairman of the Board,
Chief Executive Officer,
President and Director
Jordan Issackedes 67 Director
Scott A. Burri 36 Director
Earl H. Cohen 51 Director
</TABLE>
<PAGE>
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.
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 & Cohen, 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.
<PAGE>
The Board of Directors has established a Compensation/Stock Option
Committee and an Audit Committee. The Board of Directors originally established
the Compensation/Stock Option Committee 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, 1998 and was comprised of Jordan
Issackedes, Scott Burri and Earl Cohen. The Board of Directors established the
Audit Committee in June 1988 to monitor preparation of the Company's financial
statements. The Committee held one meeting during the year ended December 31,
1998 and was comprised of Jordan Issackedes, Scott Burri and Earl Cohen. 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 four meetings during the year ended December
31, 1998. 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> <C>
Name Age Position
Thomas E. Gibbs 50 Chairman of the Board,
Chief Executive Officer,
President and Director
Randall L. McGee 42 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.
<PAGE>
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 14, 1999.
<TABLE>
<S> <C> <C>
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
------------------- ----------------------- --------
John Pappajohn 7,078,255 (1) 14.4%
666 Walnut Street
Des Moines, IA 50309
D&D Holdings, Inc. 9,043,425 (2) 15.8%
1915 Grand Avenue
Des Moines, IA 50309
Edgewater Private 6,166,666 12.8%
Equity Fund L.P.
666 Grand Avenue, Suite 200
Des Moines, IA 50309
Thomas E. Gibbs 6,460,000 (3) 12.5%
230 South MacArthur Blvd.
#120
Coppell, TX 75019
Randall L. McGee 3,600,000 (4) 7.2%
1600 Lake Crest
Plano, TX 75023
Jordan Issackedes 2,640,000 (5) 5.4%
73 Merritt Drive
Oradell, NJ 07649
</TABLE>
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(1) Includes: (i) 1,900,000 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) D&D Holding, Inc. ("D&D") 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 14, 1999 were convertible into 4,358,240 shares of
Common Stock; the holder of 500,000 shares of Series D Preferred Stock
which, as of May 14, 1999, were convertible into 2,352,955 shares of
Common Stock and the holder of 300,000 shares of Series E Preferred Stock
which, as of May 14, 1999, were convertible into 2,332,230 shares of
Common Stock. D&D is the beneficial owner of 100% 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 4,358,240 votes, the
Series D Preferred Stock are entitled to 2,352,955 votes and the Series E
Preferred Stock are entitled to a total of 2,332,230 votes at the Annual
Meeting of Shareholders which is the subject of the Proxy Statement.
<PAGE>
(3) Includes 3,500,000 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 became exercisable
on July 11, 1996, 375,000 shares became exercisable on July 11, 1997,
375,000 became exercisable on July 11, 1998, 375,000 shares become
exercisable on July 11, 1999, 125,000 become exercisable on March 1,
2000, 125,000 become exercisable on March 1, 2001, 125,000 become
exercisable on March 1, 2002 and 125,000 become exercisable on March 1,
2003.
(4) Includes 2,000,000 shares of Common Stock issuable in exercise of options
held by Mr. McGee. Under the terms of the options, 125,000 shares became
exercisable on July 11, 1996, 62,500 shares became exercisable on June 26,
1997, 125,000 shares became exercisable on July 11, 1997, 187,500 shares
became exercisable on June 25, 1998, 62,500 shares became exercisable on
June 26, 1998 125,000 shares became exercisable on July 11, 1998, 187,500
shares become exercisable on June 25, 1999, 62,500 shares become
exercisable on June 26, 1999, 125,000 shares become exercisable on July 11,
1999, 125,000 shares become exercisable on March 1, 2000, 187,500 shares
become exercisable on June 25, 2000 62,500 shares become exercisable on
June 26, 2000, 125,000 shares become exercisable on March 1, 2001, 187,500
shares become exercisable on June 25, 2001, 125,000 shares become
exercisable on March 1, 2002 and 125,000 shares become exercisable on March
1, 2003.
(5) Includes (i) 500,000 shares of Common Stock issuable on exercise of an
option held by Mr. Issackedes that became exercisable on July 11, 1996
and 250,000 shares of Common Stock issuable on exercise of an option that
becomes exercisable on March 1, 2000 and (ii) 250,000 shares of Common
Stock which Mr. Issackedes has the right to purchase from the Company
at any time.
- -------------------------------------------------------------------------------
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 14, 1999.
<TABLE>
<S> <C> <C>
Name and Address Amount and Nature Percent
of Beneficial Owner Of Beneficial Ownership of Class
------------------- ----------------------- --------
Thomas E. Gibbs 6,460,000 (1) 12.5%
Randall L. McGee 3,600,000 (2) 7.2%
Jordan Issackedes 2,640,000 (3) 5.4%
Earl H. Cohen 939,256 (4) 1.9%
Scott A. Burri 530,000 (5) 1.1%
All Officers and Directors
as a group (5 persons) 14,169,256 25.7%
</TABLE>
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<PAGE>
(1) Includes 3,500,000 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 became exercisable on July 11, 1996,
375,000 shares became exercisable on July 11, 1997, 375,000 became
exercisable on July 11, 1998, 375,000 shares become exercisable on July 11,
1999, 125,000 become exercisable on March 1, 2000, 125,000 become
exercisable on March 1, 2001, 125,000 become exercisable on March 1, 2002
and 125,000 become exercisable on March 1, 2003.
(2) Includes 2,000,000 shares of Common Stock issuable in exercise of options
held by Mr. McGee. Under the terms of the options, 125,000 shares
became exercisable on July 11, 1996, 62,500 shares became exercisable on
June 26, 1997, 125,000 shares became exercisable on July 11, 1997,
187,500 shares became exercisable on June 25, 1998, 62,500 shares became
exercisable on June 26, 1998 125,000 shares became exercisable on July 11,
1998, 187,500 shares become exercisable on June 25, 1999, 62,500
shares become exercisable on June 26, 1999, 125,000 shares become
exercisable on July 11, 1999, 125,000 shares become exercisable on
March 1, 2000, 187,500 shares become exercisable on June 25, 2000
62,500 shares become exercisable on June 26, 2000, 125,000 shares become
exercisable on March 1, 2001, 187,500 shares become exercisable on
June 25, 2001, 125,000 shares become exercisable on March 1, 2002 and
125,000 shares become exercisable on March 1, 2003.
(3) Includes (i) 500,000 shares of Common Stock issuable on exercise of an
option held by Mr. Issackesdes that became exercisable on July 11, 1996
and 250,000 shares of Common Stock issuable on exercise of an option held
by Mr. Issackedes that becomes exercisable on March 1, 2000 and (ii)
250,000 shares of Common Stock which Mr. Issackedes has the right to
purchase from the Company at any time.
(4) Includes 250,000 shares of Common Stock issuable on exercise of an
option held by Mr. Cohen, which became exercisable on June 26, 1997
and 250,000 shares of Common Stock issuable on exercise of an option
held by Mr. Cohen that becomes exercisable on March 1, 2000.
(5) Includes 250,000 shares of Common Stock issuable on exercise of an
option held by Mr. Burri, which became exercisable on June 26, 1997
and 250,000 shares of Common Stock issuable on exercise of an option
held by Mr. Burri that becomes exercisable on March 1, 2000.
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> <C>
Name and Annual Compensation Long Term All Other
Principal Position Year Salary Bonus Compensation Compensation
- ------------------ ---- ------ ----- ------------ ------------
Thomas E. Gibbs 1998 $150,000 $18,975(1) -0- -0-
Chairman of the Board
Chief Executive Officer
and President
</TABLE>
(1) During 1998, the Company implemented an incentive plan whereby certain
members of management receive a bonus based on operating income of the
Company. Mr. Gibbs earned this amount for the period ended December 31,
1998 and was paid the bonus on March 31, 1999.
None of the Company's officers currently have written employment agreements
with the company.
<PAGE>
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, 1998. No options or warrants were exercised by the Company's
Chief Executive Officer during the year.
<TABLE>
<S> <C> <C> <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 On Exercise At Exercise Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ----------- ----------- ------------- ----------- -------------
Thomas E.
Gibbs -0- -0- 2,625,000 875,000 -0- -0-
</TABLE>
(1) 1998 closing bid price was $.026.
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 determines 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 provides 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 11,802,500 options
outstanding under the Plan.
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 ("ERISA"), 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 $
4,095 for the year ended December 31,1998.
<PAGE>
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. 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, in addition,
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.
<PAGE>
In September 1998, the Company sold 5,000,000 shares of common stock to
four members of management at a price of $.01 per share. Mr. Gibbs purchased
1,000,000 shares and Mr. McGee purchased 1,500,000 shares of common stock as
part of this transaction. The fair market value of the common stock on the date
of the transaction was $.022 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, 1998, 1997, 1996, 1995, 1994 and 1993,
including the audited financial statements dated December 31, 1998 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, 1995, 1996, 1997 and 1998 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 2000 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 Dallas, Texas, no later than January 7, 2000.
ANNUAL REPORT TO SHAREHOLDERS
The Company's Annual Report to Shareholders, which includes financial
statements, is enclosed with this Proxy Statement.
<PAGE>
FRONT OF CARD
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PROXY PROXY
UNITED SYSTEMS TECHNOLOGY, INC.
ANNUAL MEETING OF SHAREHOLDERS - June 23, 1999
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 them 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 21, 1999, 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, Scott A. Burri, Earl H. Cohen
2. Ratification of Grant Thornton LLP as Independent Public Accountants for
the Company:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
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
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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 sign 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:______________________, 1999
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
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