Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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 S240.14a-11(c) or S240.14a-12
COMTEX NEWS NETWORK, INC.
(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) :
[X] No fee required.
[ ] 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
apples:
___________________________________________________________
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.
1) Amount Previously Paid:
____________________________________________________________
2) Form, Schedule or Registration Statement No. :
____________________________________________________________
3) Filing Party:
____________________________________________________________
4) Date Filed:
____________________________________________________________
<PAGE>
COMTEX NEWS NETWORK, INC.
4900 Seminary Road, Suite 600
Alexandria, Virginia 22311
October 30, 2000
Dear Fellow Shareholders:
You are cordially invited to attend COMTEX News Network,
Inc.'s Annual Meeting of Shareholders to be held on December 7,
2000 at 11:00 a.m. local time at the Hilton Alexandria Mark
Center, 5000 Seminary Road, Alexandria, Virginia.
At this meeting, you will be asked to vote, in person or by
proxy, on the following matters: (i) election of the Company's
Board of Directors; (ii) approval of an amendment to the
Company's 1995 Stock Option Plan; (iii) ratification of the
appointment of Ernst & Young LLP as the Company's independent
auditors; and (iv) any other business as may properly come
before the meeting. In addition, we will be pleased to report on
the business of the Company and a discussion period will be
provided for questions and comments of general interest to
shareholders.
Whether or not you are able to attend, it is important that
your shares be represented and voted at this meeting.
Accordingly, please complete, sign and date the enclosed proxy
and mail it in the envelope provided at your earliest
convenience. Your prompt response is important and would be
appreciated.
Sincerely,
/S/C.W. GILLULY
C.W. Gilluly, Ed.D.
Chairman
/S/CHARLES W. TERRY
Charles W. Terry
President and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
Even if you plan to attend the meeting, please complete,
sign, and return promptly the enclosed proxy in the envelope
provided to ensure that your vote will be counted. You may
vote in person if you so desire even if you have previously
sent in your proxy.
If your shares are held in the name of a bank, brokerage
firm or other nominee, please contact the party responsible
for your account and direct him or her to vote your shares on
the enclosed card.
<PAGE>
COMTEX News Network, Inc.
Notice of Annual Meeting of Shareholders
December 7, 2000
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of
Shareholders of COMTEX News Network, Inc., a New York corporation
(the "Company"), is scheduled to be held on December 7, 2000 at
11:00 a.m., local time, at the Hilton Alexandria Mark Center
located at 5000 Seminary Road, Alexandria, Virginia for the
following purposes:
1. To elect six directors to serve for the terms of
office specified in the accompanying proxy statement
and until their successors are duly elected and
qualified;
2. To approve an amendment to the Company's 1995 Stock Option
Plan to provide for an automatic annual increase in the number of
shares reserved for issuance, as adopted by the Company's Board
of Directors (the "Board") on September 21, 2000;
3. To ratify the selection of Ernst & Young LLP as
independent auditors for the Company for fiscal year
2001; and
4. To transact such other business as may properly come
before the meeting and any adjournment thereof.
Only shareholders of record at the close of business on
October 23, 2000 are entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. All shareholders are
cordially invited to attend the Annual Meeting in person.
However, to assure your representation at the meeting, you are
urged to complete, sign and date the enclosed form of proxy and
return it promptly in the envelope provided. Shareholders
attending the meeting may revoke their proxy and vote in person.
FOR THE BOARD OF DIRECTORS
/S/ S. AMBER GORDON
S. Amber Gordon
Corporate Secretary
Alexandria, Virginia
October 30, 2000
<PAGE>
COMTEX News Network, Inc.
PROXY STATEMENT
GENERAL INFORMATION
Proxy Solicitation
This Proxy Statement is furnished to the holders of Common
Stock, par value $.01 per share of COMTEX News Network, Inc. (the
"Company") in connection with the solicitation by the Board of
Directors of the Company of proxies for the Annual Meeting of
Shareholders to be held on December 7, 2000 at 11:00 a.m. local
time at the Hilton Alexandria Mark Center, 5000 Seminary Road,
Alexandria, Virginia, or at any adjournment thereof, pursuant to
the accompanying Notice of Annual Meeting of Shareholders. The
purposes of the Annual Meeting and the matters to be acted upon
are set forth in the accompanying Notice of Annual Meeting of
Shareholders. The Board of Directors is not currently aware of
any other matters that will come before the meeting.
Proxies for use at the Annual Meeting are being solicited
by the Board of Directors of the Company. These proxy
solicitation materials are first being mailed on or about
November 6, 2000 to all shareholders entitled to vote at the
Annual Meeting. Proxies will be solicited chiefly by mail. The
Company will make arrangements with brokerage houses and other
custodians, nominees and fiduciaries to send proxies and proxy
material to the beneficial owners of shares and will reimburse
them for their expenses in so doing. Should it appear desirable
to do so in order to ensure adequate representation of shares at
the Annual Meeting, officers, agents and employees of the Company
may communicate with shareholders, banks, brokerage houses and
others by telephone, facsimile or in person to request that
proxies be furnished. All expenses incurred in connection with
this solicitation will be borne by the Company.
Revocability and Voting of Proxy
A form of proxy for use at the Annual Meeting and a return
envelope for the proxy are enclosed. Shareholders may revoke the
authority granted by their execution of proxies at any time
before their effective exercise by filing with the Secretary of
the Company a written notice of revocation or a duly executed
proxy bearing a later date, or by voting in person at the Annual
Meeting. Shares of the Company's Common Stock represented by
executed and unrevoked proxies will be voted in accordance with
the choice or instructions specified thereon. If no
specifications are given, the proxies intend to vote the shares
represented thereby in favor of each of the nominees for director
listed under Election of Directors below, and to approve
Proposals No. 2 and 3 as set forth in the accompanying Notice of
Annual Meeting of Shareholders and, in accordance with their best
judgment, on any other matters which may properly come before the
Annual Meeting.
<PAGE>
Record Date and Voting Rights
Only shareholders of record at the close of business on
October 23, 2000 are entitled to notice of and to vote at the
Annual Meeting. As of October 23, 2000, 9,968,237 shares of
Common Stock were issued and outstanding. This is the only class
of shares authorized by the Company. Each Common Stock share is
entitled to a single non-cumulative vote on all matters that may
properly come before the annual meeting. The holders of a
majority of the votes of shares entitled to vote at the annual
meeting, will constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum. "Broker non-
votes" are shares held by brokers or nominees which are present
in person or represented by proxy, but which are not voted on a
particular matter because instructions have not been received
from the beneficial owner.
Directors will be elected by a plurality of the votes cast
at the Annual Meeting. Accordingly, abstentions or non-votes
will not affect the election of candidates receiving the
plurality of votes.
Proposals No. 2 and 3, the proposed amendment of the
Company's 1995 Stock Option Plan and the ratification of Ernst &
Young LLP as the Company's independent auditors, require the
approval of the holders of a majority of the votes cast at the
Annual Meeting. For this purpose, abstentions and non-votes will
be deemed shares not voted on such matters, will not count as
votes for or against the proposals, and will not be included in
calculating the number of votes necessary for the approval of
such proposals.
All other matters to come before the Annual Meeting require
the approval of the holders of a majority of the votes cast at
the Annual Meeting. For this purpose, abstentions and non-votes
will be deemed shares not voted on such matters, will not count
as votes for or against the proposals, and will not be included
in calculating the number of votes necessary for the approval of
such matters.
Votes at the Annual Meeting will be tabulated by Inspectors
of Election appointed by the Company.
SHAREHOLDER PROPOSALS
Proposals of shareholders of the Company that are intended
to be presented at the Company's 2001 Annual Meeting of
Shareholders must be received by the Company no later than July
10, 2001 in order that they may be included in the proxy
statement and form of proxy relating to that meeting.
SHAREHOLDER LIST
A list of shareholders entitled to vote at the Annual
Meeting will be available at the Company's offices, 4900 Seminary
Road, Suite 600, Alexandria, Virginia 22311, for a period of ten
(10) days prior to the Annual Meeting for examination by any
shareholder, and at the Annual Meeting itself.
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information as of October
23, 2000 regarding the beneficial ownership of the Company's
Common Stock of (i) each person known to the Company to be the
beneficial owner, within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended, (the "Exchange
Act"), of more than 5% of the outstanding shares of Common Stock,
(ii) each director of the Company, (iii) each executive officer
of the Company named in the Summary Compensation Table (see
"Executive Compensation") and (iv) all executive officers and
directors of the Company as a group. Unless otherwise indicated,
the address of each named beneficial owner is c/o COMTEX News
Network, Inc., 4900 Seminary Road, Suite 600, Alexandria,
Virginia 22311. Except to the extent indicated in the footnotes,
each of the beneficial owners named below has sole voting and
investment power with respect to the shares listed.
<TABLE>
Name and Address of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership <F1> of Class
------------------- ------------------------- ----------
<S> <C> <C>
AMASYS Corporation 4,693,940 <F2> 47.1%
4900 Seminary Road,
St. 600
Alexandria, VA 22311
NextGen Capital, LLC. 500,000 5.0%
12701 Fair Lakes
Circle, St. 690
Fairfax, VA 22033
C.W. Gilluly, Chairman 4,489,006 <F2><F3> 37.8%
Charles W. Terry, 1,132,508 <F4> 10.3%
Director, President
and Chief Executive
Officer
Erik Hendricks, 44,900 <F5> *
Director
Robert A. Nigro, 131,142 <F5> 1.3%
Director
John D. Sanders, 79,000 <F6> *
Ph.D., Director
John Brunette, 6,600 <F7> *
Director
<PAGE>
Deborah W. Ikins, 225,867 <F8> 2.2%
Executive Vice
President
Aaron N. Daniels, Vice 49,028 <F9> *
President and Chief
Financial Officer
Sheri Robey-Lapan, 64,351 <F9> *
Vice President
Marketing and
Corporate Strategy
All Directors and 6,222,402 <F10> 46.7%
Executive Officers as
a group
(10 Persons)
________________________
* - Less than 1%.
<PAGE>
<FN>
<F1> Beneficial ownership is direct unless otherwise indicated.
<F2> Includes 2,540,503 shares of the Company's Common Stock
which may be acquired by Dr. Gilluly and his wife, Marny
(the "Gillulys"), pursuant to a Stock Option Agreement
among AMASYS, Pacific Telecommunications Systems, Inc., a
wholly owned subsidiary of AMASYS ("PTSI"), and the
Gillulys. See "Executive Compensation - Board of
Directors Interlocks and Insider Participation."
<F3> Includes 1,804,003 shares which may be acquired pursuant
to a Stock Option Agreement between the Company and the
Gillulys. Also includes 100,000 shares which may be
acquired by Dr. Gilluly upon the exercise of vested
options granted under the COMTEX News Network, Inc. 1995
Stock Option Plan.
<F4> Includes 629,508 shares which may be acquired upon the
exercise of vested options granted under the COMTEX News
Network, Inc. 1995 Stock Option Plan; 451,000 shares which
may be acquired upon the exercise of vested options
granted per a transfer by Dr. Gilluly of options held by
Dr. Gilluly that were previously granted by COMTEX; 10,000
shares held by Mr. Terry's children under the Uniform
Gifts to Minors Act; 5,000 shares held by Mr. Terry's
mother, as to which Mr. Terry holds dispositive power; and
12,000 shares held by Mr. Terry's wife, as to which he
disclaims beneficial ownership.
<F5> Includes 42,400 shares which may be acquired upon the
exercise of vested options granted under the COMTEX News
Network, Inc. 1995 Stock Option Plan.
<PAGE>
<F6> Includes 16,500 shares which may be acquired upon the
exercise of vested options granted under the COMTEX News
Network, Inc. 1995 Stock Option Plan.
<F7> Includes 6,600 which may be acquired upon the exercise of
vested options granted under the COMTEX News Network, Inc.
1995 Stock Option Plan.
<F8> Includes 173,950 shares which may be acquired upon the
exercise of vested options granted under the COMTEX News
Network, Inc. 1995 Stock Option Plan and 7,000 shares
which may be acquired upon the exercise of vested options
granted per a transfer by Dr. Gilluly of options held by
Dr. Gilluly that were previously granted by COMTEX.
<F9> Includes 43,890 shares which may be acquired upon the
exercise of vested options granted under the COMTEX News
Network, Inc. 1995 Stock Option Plan.
<F10> Includes David Lewis, who was appointed Vice President,
Technology on September 29, 2000.
</TABLE>
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Six directors, constituting the entire Board of Directors,
are to be elected at the Annual Meeting. Unless otherwise
specified, the enclosed proxy will be voted in favor of the
persons named below to serve until the next Annual Meeting and
until their successors are elected and qualified. Each person
named below is now a director of the Company. In the event any
of these nominees shall be unable to serve as a director, the
shares represented by the proxy will be voted for the person, if
any, who is designated by the Board of Directors to replace the
nominee. All nominees have consented to be named and have
indicated their intent to serve if elected. The Board of
Directors has no reason to believe that any of the nominees will
be unable to serve or that any vacancy on the Board of Directors
will occur.
The names of the nominees and certain other information
about them are set forth below:
Director
Nominee Age Since Office Held with Company
C.W. Gilluly, Ed.D. 54 1992 Chairman of the Board
Erik Hendricks 56 1991 Director
Robert A. Nigro 51 1991 Director
Charles W. Terry 49 1994 President, Chief Executive
Officer and Director
John D. Sanders, Ph.D. 62 1998 Director
John S. Brunette 41 2000 Director
C.W. GILLULY, Ed.D., has served as Chairman of the Board of
the Company since June 1992. Dr. Gilluly served as President of
the Company from June 1992 until May 1993, and as Chief Executive
Officer from June 1992 until September 1997. Dr. Gilluly has
served as Chairman of the Board and President of AMASYS and its
predecessor, Infotechnology, Inc., since June 1992
ERIK HENDRICKS has served as a director of the Company
since 1991. Since 1979 he has served as the Executive Director
and Chief Operating Officer of the Pennsylvania Society for the
Prevention of Cruelty to Animals, a non-profit humane society.
<PAGE>
ROBERT A. NIGRO has served as a director of the Company
since 1991. Mr. Nigro is an investment banker who specializes in
corporate development and turnarounds. Since April 1995, Mr.
Nigro has served as Chief Executive Officer of SEI Capital AG.
He joined SEI Investments Company, as Senior Vice President in
November 1993. From 1991 to 1993, Mr. Nigro was Chairman and
Chief Executive Officer of the National Abandoned Property
Processing Company. Mr. Nigro was associated with the First
Boston Corporation in various capacities from 1976 to 1990
including serving as Managing Director in the New York and
Atlanta offices. Mr. Nigro also serves as a director of AMASYS.
CHARLES W. TERRY was appointed President of the Company in
August 1994 and elected director in December 1994. Mr. Terry was
appointed Chief Executive Officer in September 1997. From
August 1992 until he joined the Company, Mr. Terry was President
of Corporate Cost Management, Inc., an organization specializing
in cost management and decisions support software for the
healthcare industry. From March 1992 to August 1992, Mr. Terry
served as Vice President of Sales and Marketing for Health
Payment Review, Inc., a corporation specializing in containment
software for health insurance and managed care companies. From
1977 to 1991, Mr. Terry held various key leadership posts in the
fields of development, sales, marketing and general management at
CompuServe, a leading provider of computer-based information and
communication services.
JOHN D. SANDERS, Ph.D., has served as a director of the
Company since 1998. Dr. Sanders serves as a business consultant
to emerging technology companies. He was Chairman and Chief
Executive Officer of TechNews, Inc., publisher of Washington
Technology newspaper, from 1988 to 1996, prior to its sale to The
Washington Post Company. In addition, Dr. Sanders has been a
Registered Representative of Wachtel & Co., Inc., a Washington
D.C.-based stock brokerage firm, since 1968. Dr. Sanders serves
on the boards of ITC Learning Corporation, SenSys Tech, Inc. and
Hadron, Inc.
JOHN S. BRUNETTE, was appointed a director of the Company
in September, 2000. Mr. Brunette serves as Senior Vice President
and General Counsel of Teleglobe Communications Corporation. Mr.
Brunette joined Teleglobe as Senior Vice President, General
Counsel and Secretary in October 1998. Prior to that, he was
Assistant General Counsel of MCI Communications Corporation (MCI)
for over 12 years. During his tenure at MCI, Mr. Brunette was
responsible for the finance, securities, and mergers and
acquisitions activities of MCI and its subsidiaries. Mr.
Brunette has directed numerous transactions involving equity
investments, debt issuances, and technologies in the Internet and
telecommunications sectors.
<PAGE>
Executive Officers
The following table contains information as of October 23,
2000 as to the executive officers of the Company who are not also
directors of the Company:
Name Officer Since Office Held With Company
---- ------------- ------------------------
Deborah W. Ikins 1996 Executive Vice President
Aaron N. Daniels 1999 Vice President,
Finance & Administration,
Chief Financial Officer
and Treasurer
Sheri Robey-Lapan 1999 Vice President,
Marketing and
Corporate Strategy
David Lewis 2000 Vice President,
Technology
DEBORAH W. IKINS (43) was appointed Executive Vice
President in May 1999. Ms. Ikins joined the Company in 1993 and
was appointed Vice President of Sales in December 1996. From
1991 until 1993, Ms. Ikins was with Micro Research Industries, a
division of Telecommunications Industries, Inc., in various sales
and customer service management positions. Prior to Micro
Research, Ms. Ikins served in customer service management
positions with Basis, Inc., a financial database management
company.
AARON N. DANIELS (39) was appointed Vice President,
Finance & Administration and Chief Financial Officer of the
Company in August 1999 and Treasurer in October 1999. From 1994
through 1999, Mr. Daniels was with The Washington Post Company,
first managing financial reporting activities then as Vice
President, Treasurer and Chief Financial Officer of Legi-Slate, a
wholly owned subsidiary. Mr. Daniels previously worked for the
Lafarge Corporation and Pricewaterhouse Coopers.
SHERI ROBEY-LAPAN (37) was appointed Vice President of
Marketing and Corporate Strategy in October 1999. From 1995
through October 1999, Ms. Lapan was the Vice President of
Marketing and Communications of the Software and Information
Industry Association (SIIA). Prior to SIIA, Ms. Lapan had a
variety of marketing positions with publishers including Online
Access magazine and Telephony Magazines.
DAVID LEWIS (46) was appointed Vice President, Technology
in October, 2000. Mr. Lewis joined the Company in June, 2000 as
Director of Technology. Mr. Lewis comes to COMTEX with more than
20 years of IT experience. Prior to joining, Lewis was a Senior
System Architect for S1 Corporation. He has served in an
architect capacity for the last seven years at companies such as
Novartis, Inc. and Ceridian Corporation.
There are no family relationships among the directors or
executive officers of the Company.
<PAGE>
Meetings of the Board of Directors
The Board of Directors held a total of four meetings during
the Company's fiscal year ended June 30, 2000. Each director
attended in person or telephonically 100% of the meetings held by
the Board of Directors.
During fiscal year 2000, the Board of Directors' Audit
Committee was comprised of Messrs. Hendricks, Nigro and Sanders.
Dr. Sanders is Chairman. The Audit Committee recommends
engagement of the Company's independent auditors, is primarily
responsible for approving the services performed by the Company's
independent auditors and for reviewing and evaluating the
Company's accounting principles and its system of internal
accounting controls and has general responsibility in connection
with related matters. The Audit Committee met one time during
fiscal 2000.
On May 10, 2000, the Board of Directors unanimously approved
a written charter governing the Audit Committee and its
responsibilities. A copy of this charter is attached to this
proxy statement as Exhibit A. On September 21, 2000, the Audit
Committee issued a report to the Board of Directors confirming
its review and communication regarding the audited financial
statements for the fiscal year ended June 30, 2000. A copy of
this report is attached to this proxy statement as Exhibit B.
The Compensation Committee of the Board of Directors,
which held ten meetings in fiscal 2000,
is comprised of Messrs. Hendricks, Nigro and Sanders. The
Compensation Committee evaluates management's recommendations and
makes its own recommendations to the Board of Directors
concerning the compensation of the Company's executive officers.
It is also responsible for the formulation of the Company's
executive compensation policy and the research, analysis and
subsequent recommendation regarding the administration of the
Company's 1995 Stock Option Plan.
The Board of Directors does not have a Nominating Committee
or an Executive Committee.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION
OF THE DIRECTORS NAMED ON THE ENCLOSED PROXY.
<PAGE>
PROPOSAL NO. 2
AMENDMENT TO THE 1995 STOCK OPTION PLAN
On September 21, 2000, the Board of Directors adopted,
subject to shareholder approval an amendment to the COMTEX News
Network, Inc. 1995 Stock Option Plan (the "Plan"). This
amendment, if approved by shareholders, will amend the Plan to
provide for an automatic annual increase in the number of shares
reserved for issuance under the Plan.
If approved by the shareholders, the number of shares
reserved for issuance under the Plan would increase automatically
on the first calendar day of each year, commencing on January 1,
2001, by the lesser of (i) 750,000 shares, (ii) five percent (5%)
of the then outstanding number of shares of common stock as of
end of the immediately preceding calendar year or (iii) such
amount as may be determined by the Board of Directors.
The Board of Directors believes that the adoption of this
amendment to the Plan will, among other things, enable COMTEX to
offer to COMTEX's directors, officers and employees the
opportunity to participate in COMTEX's growth and success,
thereby aligning their interests with those of the shareholders.
The Board believes that existing option grants and stock awards
have contributed substantially to the success of COMTEX, and that
its stock option practices are comparable with those of other
Internet companies. At the Annual Meeting, the shareholders are
being asked to approve this amendment to the Plan.
If the proposal to amend the option plan was approved, it
would cause a substantial, automatic and recurring dilution of
shareholders.
<PAGE>
Description of the 1995 Stock Option Plan
The Plan provides for the issuance of incentive stock
options within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended and non-qualified stock options. The
Plan permits the grant of options to key employees, consultants
and directors of the Company.
The Plan is administered by the Compensation Committee
consisting of directors Hendricks, Nigro and Sanders. Subject to
the provisions of the Plan, the Compensation Committee has full
and final authority to select the participants to whom awards are
to be granted thereunder, to grant such awards and to determine
the terms and conditions of such awards, including vesting and
exercise price. The Plan also provides that the Compensation
Committee may accelerate the time at which all or a portion of an
optionee's options become exercisable in the event of a change in
control of the Company.
Each option is evidenced by a written agreement in a form
approved by the Compensation Committee. Options granted under
the Plan generally are not transferable by the optionee other
than by will or by the laws of descent and distribution and each
option is exercisable, during the lifetime of the optionee, only
by the optionee. Key employees, including employee directors,
and consultants of the Company or any of its subsidiaries are
eligible to be considered for the grant of awards under the Plan.
Under the Plan, the exercise price of an incentive stock
option must be at least equal to 100% of the fair market value of
the Common Stock on the date of grant (110% of the fair market
value in the case of options granted to employees who are 10%
shareholders). The exercise price of a non-qualified stock
option must be not less than the par value of a share of the
Common Stock on the date of grant. The term of an incentive or
non-qualified stock option may not exceed ten years (five years
in the case of an incentive stock option granted to a 10%
shareholder).
The Board of Directors may alter, amend, suspend or
terminate the Plan, provided that no such action shall deprive an
optionee, without his consent, of any option granted to the
optionee pursuant to the Plan or of any of his rights under such
option. Except as provided in the Plan, no amendment by the
Board of Directors, unless taken with the approval of the
shareholders may (i) materially increase the benefits accruing to
participants under the Plan, (ii) materially increase the number
of securities which may be issued under the Plan or (iii)
materially modify the requirements as to eligibility for
participation in the Plan.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT
TO THE COMTEX NEWS NETWORK, INC. 1995 STOCK OPTION PLAN.
<PAGE>
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed the firm of Ernst &
Young LLP ("Ernst & Young") as the Company's independent auditors
for the fiscal year ending June 30, 2001 The Board of Directors
believes it is appropriate to seek shareholder ratification of
this appointment in light of the critical role played by
independent auditors in maintaining the integrity of Company
financial controls and reporting. Ernst & Young were the
Company's independent auditors for the prior fiscal year.
A representative of Ernst & Young is expected to attend the
Annual Meeting. The representative will have the opportunity to
make a statement, if he or she so desires, and will be available
to respond to appropriate questions from shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION
OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
FISCAL YEAR 2001.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
<TABLE>
The following table sets forth information concerning all compensation
paid or accrued by the Company to its Chief Executive Officer, President and the
other executive officers of the Company who earned total salary and bonus in
excess of $100,000 during the fiscal year ended June 30, 2000:
<CAPTION>
Annual Long-Term
Compensation Compensation
Awards
Name and Fiscal Stock Options All Other
Principal Position Year Salary Bonus Granted Compensation
<S> <C> <S> <C> <C> <C>
C.W. Gilluly <F1> 2000 $ 70,123 - - -
Chairman 1999 $ 61,553 - - -
1998 $ 56,082 - - -
Charles W. Terry <F2> 2000 $ 169,438 $ 295,75 - -
President and 1999 $ 154,897 $ 103,851 736,500 <F7> -
Chief Executive Officer 1998 $ 141,854 $ 77,012 70,000 <F6> -
Deborah W. Ikins <F3> 2000 $ 253,287 <F9> $ 32,760 45,000 <F6> -
Executive Vice 1999 $ 128,295 <F9> $ 11,205 95,500 <F8> -
President 1998 $ 114,611 <F9> $ 1,205 33,000 <F6> -
Aaron N. Daniels <F4> 2000 $ 104,839 <F4> $ 12,705 83,000 <F6> -
Vice President and 1999 - - - -
Chief Financial Officer 1998 - - - -
Sheri Robey-Lapan <F5> 2000 $ 95,950 <F5> $ 18,428 83,000 <F6> -
Vice President, 1999 - - - -
Marketing and 1998 - - - -
Corporate Strategy
__________________________________
<FN>
<F1> Dr. Gilluly served as President of the Company until May
1993 and continues to serve the Company as its Chairman. He
served as Chief Executive Officer from June 1992 to
September 1997. See "Executive Compensation - Board of
Directors Interlocks and Insider Participation."
<F2> Mr. Terry was appointed President of the Company in August,
1994. He was appointed Chief Executive Officer in September
1997.
<F3> Ms. Ikins was appointed Executive Vice President in May,
1999.
<F4> Mr. Daniels was hired and appointed Vice President in August, 1999.
<PAGE>
<F5> Ms. Robey-Lapan was hired and appointed Vice President in October,
1999.
<F6> Options granted pursuant to the Company's 1995 Stock Option
Plan. See "Executive Compensation - Stock Option Grants."
<F7> Includes 60,000 shares which were granted pursuant to the
Company's 1995 Stock Option Plan and 676,500 shares which
were granted pursuant to a transfer by Dr. Gilluly of
options held by Dr. Gilluly that were previously granted by
COMTEX.
<F8> Includes 85,000 shares which were granted pursuant to the
Company's 1995 Stock Option Plan and 10,500 shares which
were granted pursuant to a transfer by Dr. Gilluly of
options held by Dr. Gilluly that were previously granted by
COMTEX.
<F9> In fiscal years 2000, 1999 and 1998, Ms. Ikins earned base
salaries of $111,700, $95,025 and $81,923, respectively.
She earned commissions of $141,587, $33,270 and $32,688
respectively in fiscal years 2000, 1999 and 1998, based on
the Company's achieving or exceeding certain targeted
revenue goals.
</TABLE>
<PAGE>
Stock Option Grants
The following table provides details regarding all stock options granted to
the named executive officers during the fiscal year ended June 30, 2000.
Option Grants in Fiscal Year 2000
<TABLE>
Potential
Shares % of Total Realizable Value at Assumed
Underlying Options Annual Rates of Stock Price
Options Granted Exercise Expiration Appreciation for Option Term <F1>
Name Granted in Fiscal Year Price Date 5% 10%
----- ---------- -------------- ------- ---------- -------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C>
C.W. Gilluly - - - - - -
Charles W. Terry - - - - - -
Deborah W. Ikins 45,000 <F3> 8.20% $2.05 12/02/2009 $ 58,016 $ 147,023
Aaron N. Daniels 50,000 <F2> 9.12% $1.52 09/13/2009 $ 47,796 $ 121,124
33,000 <F3> 6.02% $2.05 12/02/2009 $ 42,545 $ 107,816
Sheri Robey-Lapan 50,000 <F2> 9.12% $1.50 10/12/2009 $ 47,167 $ 119,530
33,000 <F3> 6.02% $2.05 12/02/2009 $ 42,545 $ 107,816
________________________________
<FN>
<F1> Amounts represent hypothetical gains that could be
achieved if exercised at the end of the option term. The
dollar amounts under these columns assume 5% and 10%
compounded annual appreciation in the Common Stock from the
date the respective options were granted. These calculations
and assumed realizable values are required to be disclosed
under Securities and Exchange Commission rules and,
therefore, are not intended to forecast possible future
appreciation of Common Stock or amounts that may be
ultimately realized upon exercise. The Company does not
believe this method accurately illustrates the potential
value of a stock option.
<F2> Options vest one-third upon the date of grant, and one-
third each on the first and second anniversaries of the date
of grant, and expire 10 years after the grant date. The
option exercise price is 100% of the fair market value on the
date of grant. Options are exercisable for a period of 90
days after termination of employment to the extent vested at
that time.
<F3> Options vest one-third each upon the first, second and
third anniversaries of the date of grant, and expire 10 years
after the grant date. The option exercise price is 100% of
the fair market value on the date of grant. Options are
exercisable for a period of 90 days after termination of
employment to the extent vested at that time.
</TABLE>
<PAGE>
Option Exercised and Year-End Option Values
The following table sets forth certain information regarding the value of
unexercised options held by the named executive officers as of June 30, 2000.
<TABLE>
Fiscal Year-End Option Values
Number of Shares Value of Unexercised
Value Underlying Unexercised In-the-Money Options
Acquired Realized Options at June 30, 2000 at June 30, 2000<F2>
upon From Exercise Exercisable Unexercisable Exercisable Unexercisable
Exercise of Of Options
Name Options <F1>
---- ----------- ------------- ----------------------------- --------------------------
<S> <C> <C> <C> <C> <C> <C>
C.W. Gilluly 100,000 $784,000 1,904,003 - $ 5,521,608 -
Charles W. Terry - - 1,080,508 245,900 $ 3,103,331 $ 707,806
Deborah W. Ikins 32,000 $110,720 166,100 77,400 $ 391,834 $ 97,576
Aaron N. Daniels - - 16,500 66,500 $ 24,420 $ 80,930
Sheri Robey-Lapan - - 16,500 66,500 $ 24,750 $ 81,600
__________________________
<FN>
<F1> Represents the difference between the exercise price and
the market value price on the date of exercise.
<F2> Represents the difference between the exercise price of the
outstanding options and the closing bid price of the
Common Stock on June 30, 2000, which was $3.00 per share.
Options that have an exercise price greater than the
fiscal year-end market value are not included in the value
calculation.
</TABLE>
<PAGE>
Stock Option Plan
In October 1995, the Board of Directors approved the COMTEX
News Network, Inc. 1995 Stock Option Plan, which was approved by
shareholders in December 1995. The Plan provides for the
issuance of incentive stock options within the meaning of Section
422 of the Internal Revenue Code and non-qualified stock options
in order to recruit and retain key employees, consultants and
directors.
Compensation of Directors
During fiscal year 2000, the Company's directors were
reimbursed for travel expenses in connection with attendance at
Board of Directors' meetings. Non-employee directors of the
Company also received a fee of $400 for each Board of Directors'
meeting attended. Employee directors did not receive additional
compensation for Board of Directors' meeting attendance. The
Company's directors did not receive any compensation for
committee participation during fiscal year 2000.
Employment Agreements
The Company has an employment contract with Mr. Terry, who
was appointed President of the Company in August, 1994. Under
the terms of an agreement dated October 1, 1998, Mr. Terry is
employed for a one-year period, subject to renewal at the
Company's discretion, for two additional one-year terms. The
agreement provides that Mr. Terry is to be paid an initial base
salary of $160,545, subject to annual increases in salary
commensurate with annual increases awarded to other executive
officers of the Company. Mr. Terry is entitled to receive six
months severance pay in the event the Company terminates his
employment or determines not to renew his employment agreement,
unless his termination is for reasons of gross negligence,
willful misconduct, the commission of a felony, or a crime of
moral turpitude. Mr. Terry is eligible to receive a bonus based
upon the achievement of specified annual gross revenue and net
income goals, and to participate in the Company's Stock Option
Plan.
<PAGE>
Compensation Committee Report on Executive Compensation
General. The Company believes its compensation policies are
designed to provide competitive levels of compensation that
integrate with the Company's annual and long-term quantitative
and qualitative performance factors. The compensation policies
reward above-average corporate performance, recognize individual
initiative and achievements and assist the Company in attracting
and retaining qualified executives.
The Company establishes compensation based on both objective
and subjective criteria. Objective criteria include actual
versus target annual operating budget performance and actual
versus target revenue growth, either as to the Company as a
whole, or as to the officer's particular operating unit.
Subjective performance criteria encompass evaluation of each
officer's initiative and contribution to overall corporate
performance, the officer's managerial ability, and the officer's
performance in any special projects that the officer may have
undertaken. The Company also endorses the position that stock
ownership by management and stock-based performance compensation
arrangements are beneficial in aligning managements' and
shareholders' interests in the enhancement of shareholder value
and therefore uses its Stock Option and Stock Purchase Plans to
recruit and retain senior management.
In addition to the amounts described above, Dr. Sanders also
provides consulting to the Company on business and financial
matters for which he receives a monthly retainer of $2,500. Dr.
Sanders also received a payment of $32,000 for consulting in
connection with the a private placement of the Common Stock of the
Company to accredited investors in December, 1999.
Compliance with Internal Revenue Code Section 162(M)
Section 162(m) of the Internal Revenue Code disallows a tax
deduction to publicly held companies for compensation paid to
certain of their executive officers, to the extent that
compensation, whether payable in cash or stock, exceeds $1
million per covered officer in any fiscal year. The limitation
applies only to compensation that is not considered to be
performance-based. Non-performance-based compensation paid to
our executive officers for the 2000 fiscal year did not exceed
the $1 million limit per officer, and the compensation committee
does not anticipate that any non-performance-based compensation
payable to the executive officers for the 2001 fiscal year will
exceed that limit. Because it is unlikely that the actual
compensation payable to any of our executive officers in the
foreseeable future will approach the $1 million limit, the
compensation committee has decided at this time not to take any
action to limit or restructure the elements of cash compensation
payable to the executive officers. The compensation committee
will reconsider this decision should the individual cash
compensation of any executive officer ever approach the $1
million level.
<PAGE>
2000 Compensation for the Chairman
Dr. Gilluly, the Company's Chairman, served as Chief Executive
Officer until September 1997, and earned $70,123 for his services
during fiscal year 2000. In 1999 and 1998, Dr. Gilluly earned
$61,553 and $56,082 for his services, respectively. The Company
has agreed to compensate Dr. Gilluly for his continuing services
as Chairman, at the rate of approximately $73,200 for fiscal year
2001. Dr. Gilluly does not have an employment agreement or
severance agreement with the Company. In 1995, the Committee
granted Dr. Gilluly non-qualified stock options, which are now
fully vested, under the 1995 Stock Option Plan to purchase a
total of 200,000 shares of the Company's Common Stock at the fair
market value on the date of grant, of which 100,000 options
remain unexercised. No subsequent grants of options have been
made to Dr. Gilluly.
2000 Compensation for the President and Chief Executive Officer
Mr. Terry was appointed President of the Company in August
1994 and was appointed Chief Executive Officer in September 1997.
In October 1998, the Company and Mr. Terry renewed a 1994
agreement regarding the terms of Mr. Terry's employment. Mr.
Terry's employment agreement is described in "Executive
Compensation - Employment Agreements," above. Mr. Terry's
compensation during fiscal year 2000 was determined by the terms
of his earlier employment agreement. The Compensation Committee
believes that Mr. Terry's employment agreement follows the
Company's compensation goals and bases his compensation upon both
objective quantitative performance factors (a bonus based upon
his meeting annual gross revenue and net income goals) and other
non-performance based elements (a base annual salary).
Submitted by the Compensation Committee
Erik Hendricks
Robert A. Nigro
John D. Sanders, Ph.D.
<PAGE>
Board of Directors Interlocks and Insider Participation
General. Dr. Gilluly serves as Chairman of the Board of the
Company. Dr. Gilluly also serves as Chairman and Chief Executive
Officer of AMASYS, which owns approximately 47.1% of the
Company's common stock.
AMASYS holds 4,693,940 (approximately 47%) of the issued
and outstanding shares of the Company. 2,540,503 shares of the
Company's Common Stock owned by AMASYS are subject to option by
Dr. Gilluly. Dr. Gilluly and his spouse (the "Gillulys") also
directly own options to acquire an additional 1,804,003 shares of
the Company's Common Stock.
Note Payable to AMASYS
In June 1999, the Company executed an amended Note to AMASYS
to incorporate outstanding interest of approximately $254,000
into the principal amount of the note payable to AMASYS due July
1, 2002. The note bears interest at a rate of 10% on the
principal balance of $986,954 at June 30, 2000, which was
unchanged from the balance at June 30, 1999. The note is
collateralized by a continuing interest in all receivables, all
products of such receivables and the proceeds thereof, all
purchase orders, and all patents and technology now or hereafter
held or received by the Company.
Approximately $105,000, $28,000 and $6,000 in interest was
paid to AMASYS during the fiscal years ended June 30, 2000, 1999
and 1998, respectively.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain relationships and related transactions involving
directors of the Company and certain other entities are described
in "Executive Compensation - Board of Directors Interlocks and
Insider Participation."
<PAGE>
PERFORMANCE GRAPH
The graph below depicts our stock price as an index assuming $100
invested on July 1, 1995 along with the composite prices of
companies listed in the Nasdaq Stock Market (U.S. Companies)
Index and a composite of peer group companies in the Internet
Information Providers Index. The Nasdaq Stock Market Index and
Internet Information Providers Index were prepared by Media
General, a source believed to be reliable, although the Company
is not responsible for any errors or omissions in such
information.
The Internet Information Providers Index includes the following
companies: About.com, Inc., Adam.com, Incorporated, America
Online, Inc. At Home Corp Series A, Bankrate, Inc. CNET Networks,
Inc., DrKoop.com, Inc., Edgar Online, Inc., GoTo.com, Inc.,
Infonautics, Inc., Infospace Incorporated, Internet.com
Corporation, iVillage, Inc., Lycos, Inc., Marketwatch.com, Inc.,
Mediconsult.com, Inc., Multex.com, Inc., Onesource Information
Services, Inc. QuePasa.com, Inc. Salon.com, Scoot.com, PLC ADR,
Sportsline.com, Inc., TheGlobe.com, Inc., TheStreet.com,
Verticalnet, Inc., Worldpages.com, Inc., Yahoo!, Inc.
The comparisons are required by regulations of the Securities and
Exchange Commission and are not intended to forecast or to be
indicative of the possible future performance of out common
stock.
<TABLE>
FISCAL YEAR ENDING
COMPANY / INDEX / MARKET 1995 1996 1997 1998 1999 2000
<S> <C> <C> <C> <C> <C> <C>
COMTEX News Network, Inc. 100.00 125.00 156.30 343.80 2062.50 3000.00
Internet Info. Providers 100.00 198.87 261.37 1063.49 4265.69 4731.58
Nasdaq Market Index 100.00 125.88 151.64 201.01 281.68 423.84
</TABLE>
The preceding report on executive compensation and the stock
performance graph shall not be deemed incorporated by reference
into any of our previous filings under the Securities Act of 1933
or the Securities Exchange Act of 1934 which might incorporate
filings made by us under those acts, nor will such report or
graph be incorporated by reference into any future filings made
by us under those acts, except to the extent that we specifically
incorporate this information by reference.
<PAGE>
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's
officers, directors and persons who own more than 10% of a
registered class of the Company's equity securities to file
reports of ownership and changes in ownership with the Securities
and Exchange Commission. Officers, directors and greater than
10% shareholders are required by the regulation to furnish the
Company with copies of the Section 16(a) forms which they file.
To the Company's knowledge, based solely on a review of the
copies of such reports furnished to the Company, and written
representations that no other reports were required during the
fiscal year beginning July 1, 1999 and ended June 30, 2000, all
Section 16(a) filing requirements applicable to the Company's
officers, directors and greater than ten percent beneficial
owners were complied within a timely manner.
ANNUAL REPORT
A copy of the Company's Annual Report for the fiscal year
ended June 30, 2000, including the financial statements and notes
thereto is being mailed to the shareholders of record along with
this Proxy Statement. The Annual Report is not incorporated by
reference in this Proxy Statement and is not considered to be
part of the proxy material.
The Company will furnish any exhibit described in the list
accompanying the 2000 Form 10-K upon the payment, in advance, of
the specified reasonable fees related to the Company's furnishing
of such exhibit(s). Requests for copies of such report and/or
exhibit(s) should be directed to the Company at its principal
executive offices, 4900 Seminary Road, Suite 600, Alexandria,
Virginia 22311, Attention: Corporate Secretary.
OTHER MATTERS
The Board of Directors knows of no other business to be acted
upon at the Annual Meeting other than the matters referred to in
this Proxy Statement. If any other matters properly come before
the Annual Meeting, it is the intention of the persons named in
the enclosed proxy to vote the shares they represent as the Board
of Directors may recommend.
By Order of the Board of Directors
/S/ S. AMBER GORDON
S. Amber Gordon
Corporate Secretary
Date: October 30, 2000
<PAGE>
EXHIBIT A
Audit Committee Charter
COMTEX News Network, Inc.
Board of Directors
Audit Committee
Organization
This charter governs the operations of the Audit Committee (the
"committee") of the Board of Directors ("Board") for COMTEX News
Network, Inc ("COMTEX"). The committee shall:
O review and reassess this charter at least annually and
obtain the approval of the Board.
O be appointed by the Board,
O comprise at least three directors, each of whom are
independent of management and COMTEX,
O include a chair of the committee to be chosen by a majority
vote by the members of the committee.
Members of the committee shall be considered independent if they
have no relationship that may interfere with the exercise of
their independence from management and COMTEX. In addition, all
committee members shall be financially literate, or become so
within a reasonable period of time after appointment to the
committee, and at least one member shall have accounting or
related financial management expertise.
Statement of Policy
The committee shall provide assistance to the Board in fulfilling
their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to
COMTEX' financial statements and the financial reporting process.
The committee will also assist with the systems of internal
accounting and financial controls, the annual independent audit
of COMTEX' financial statements and the legal compliance and
ethics programs as established, or as may be established, by
management and the Board.
In so doing, it is the responsibility of the committee to
maintain free and open communications among the committee,
independent auditors and management of COMTEX. In discharging
its oversight role, the committee is empowered to investigate any
matter brought to its attention with full access to all books,
records, facilities, and personnel of COMTEX and the power to
retain outside counsel or other experts for this purpose.
<PAGE>
Responsibilities and Processes
The primary responsibility of the committee is to oversee COMTEX'
financial reporting processes on behalf of the Board and report
the results of their activities to the Board. Management is
responsible for preparing COMTEX' financial statements and the
independent auditors are responsible for auditing those financial
statements. The committee in carrying out its responsibilities
believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances.
The committee shall take the appropriate actions to set the
overall corporate culture and tone for quality financial
reporting, sound business risk practices, and ethical behavior.
The following shall be the principal recurring processes of the
audit committee in carrying out its oversight responsibilities.
The processes are set forth as a guide with the understanding
that the committee may supplement them as appropriate:
O The committee shall have a clear understanding with
management and the independent auditors that the independent
auditors are ultimately accountable to the Board and the
committee, as representatives of COMTEX' shareholders. The
committee shall have the ultimate authority and responsibility to
evaluate and, where appropriate, replace the independent
auditors. The committee shall discuss with the auditors their
independence from management and COMTEX and the matters included
in the written disclosures required by the Independence Standards
Board. Annually, the committee shall review and recommend to the
Board the selection of COMTEX' independent auditors, subject to
shareholders' approval.
O The committee shall discuss with the independent auditors
the overall scope and plans for their audit, including the
adequacy of staffing and compensation. Also, the committee shall
discuss with management and the independent auditors the adequacy
and effectiveness of accounting and financial controls, including
COMTEX' system to monitor and manage business risk, and legal and
ethical compliance programs. Further, the committee shall meet
with the independent auditors, with and without management
present, to discuss the results of their examinations.
O The committee shall review the interim financial statements
with management and the independent auditors prior to the filing
of COMTEX' Quarterly Report on Form 10-Q. Also, the committee
shall discuss the results of the quarterly review and any other
matters required to be communicated to the committee by the
independent auditors under generally accepted auditing standards.
The chair of the committee may represent the entire committee for
the purposes of this review.
<PAGE>
O The committee shall review with management and the
independent auditors the financial statements to be included in
COMTEX' Annual Report on Form 10-K, including their judgment
about the quality, not just acceptability, of accounting
principles, the reasonableness of significant judgements, and the
clarity of the disclosures in the financial statements. Also,
the committee shall discuss the results of the annual audit and
any other matters required to be communicated to the committee by
the independent auditors under generally accepted auditing
standards.
<PAGE>
EXHIBIT B
REPORT OF THE AUDIT COMMITTEE
The audit committee oversees the Company's financial reporting
process on behalf of the Board of Directors. Management has the
primary responsibility for the financial statements and the
reporting process, including the systems of internal controls.
In fulfilling its oversight responsibilities, the committee
reviewed the audited financial statements in the Annual Report
with management, including a discussion of the quality, not just
the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the
acceptability, of the Company's accounting principles and such
other matters as are required to be discussed with the committee
under generally accepted auditing standards. In addition, the
committee has discussed with the independent auditors the
auditors' independence from management and the Company, including
the matters in the written disclosures required by the
Independence Standards Board.
The committee discussed with the Company's internal and
independent auditors the overall scope and plans for their
respective audits. The committee met with the internal and
independent auditors, with and without management present, to
discuss the results of their examinations, their evaluations of
the Company's internal controls, and the overall quality of the
Company's financial reporting. The committee held one meeting
during fiscal year 2000.
In reliance on the reviews and discussions referred to above, the
committee recommended to the board of directors (and the board
has approved) that the audited financial statements be included
in the Annual Report on Form 10-K for the year ended June 30,
2000 for filing with the Securities and Exchange Commission.
John D. Sanders, Audit Committee Chair
Robert Nigro, Audit Committee Member
Erik Hendricks, Audit Committee Member
September 21, 2000
<PAGE>
APPENDIX A
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
COMTEX NEWS NETWORK, INC.
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
DECEMBER 7, 2000
The undersigned appoints Charles W. Terry and S. Amber
Gordon, or either of them, with full power of substitution, to
attend the Annual Meeting of Shareholders of COMTEX News Network,
Inc. on December 7, 2000, and any adjournments
thereof, and to vote all shares which the undersigned would be
entitled to vote if personally present upon the following
matters set forth in the Notice of Annual Meeting and Proxy
Statement:
1. ELECTION OF DIRECTORS
[ ] FOR the SIX nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for the SIX nominees
listed below
John S. Brunette, C.W. Gilluly, Erik Hendricks,
Robert A. Nigro, Charles W. Terry and John D. Sanders
INSTRUCTION: To withhold authority for any individual
nominee, write that nominee's name in the space provided
below:
_____________________________________________________________
2. Proposal to amend the COMTEX News Network, Inc. 1995
Stock Option Plan to provide for an automatic annual
increase in the number of shares reserved for issuance. .
[ ] FOR this proposal
[ ] AGAINST this proposal
[ ] ABSTAIN
3. Proposal to ratify the selection of Ernst & Young, LLP
as independent auditors for the Company for fiscal
year 2001.
[ ] FOR this proposal
[ ] AGAINST this proposal
[ ] ABSTAIN
<PAGE>
4. In their discretion, upon such other business as may
properly come before the meeting and any adjournments
thereof.
PLEASE DATE, SIGN AND RETURN
PROXY PROMPTLY
Receipt of Notice of Annual
Meeting and Proxy Statement
is hereby acknowledged
-------------------------------
Shareholder's Signature
-------------------------------
Joint Holder's Signature (If applicable)
Date:
When properly executed, this proxy will be voted in the
manner directed herein. If no direction is made, this proxy
will be voted FOR proposal 2,3 and FOR the election of
the nominees of the Board of Directors in the election of
directors and in accordance with the judgment of the person(s)
voting the proxy upon such other matters properly coming
before the meeting and any adjournments thereof. Please sign
exactly as name(s) appear(s) above.
<PAGE>
