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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
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:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
CTI GROUP (HOLDINGS) INC.
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(Name of Registrant as Specified in Its Charter)
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(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
___________________________________________________________________________
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CTI GROUP (HOLDINGS) INC.
2550 Eisenhower Avenue
Norristown, PA 19403
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD WEDNESDAY, NOVEMBER 3, 1999
NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders of
CTI Group (Holdings) Inc., a Delaware corporation (the "Company"), will be held
at the offices of the Company, 2550 Eisenhower Avenue, Norristown, Pennsylvania,
on Wednesday, November 3, 1999 at 10:00 a.m. for the following purposes:
(1) To elect five members of the Board of Directors of the Company to
serve until the next Annual Meeting of Stockholders and until
their respective successors shall be elected and shall qualify.
(2) To ratify the selection of Deloitte & Touche LLP as the Company's
independent certified public accountants for the fiscal year
ending March 31, 2000.
(3) To consider and vote upon a proposed amendment to the Company's
Certificate of Incorporation to increase the authorized common
stock from 10 million shares to 50 million shares.
(4) To transact such other and further business as may come before the
meeting or any adjournments or postponements thereof.
Holders of record of the Common Stock of the Company at the close of
business on September 15, 1999, which has been fixed by the Board of Directors
as the record date, will be entitled to notice of, and entitled to vote at, the
1999 Annual Meeting of Stockholders and any adjournments or postponements
thereof.
By Order of the Board of Directors
Mary Ann Davis, Secretary
Dated: Norristown, Pennsylvania
October 4, 1999
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IMPORTANT
PLEASE VOTE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE WHICH DOES NOT REQUIRE ANY POSTAGE IF MAILED IN THE UNITED
STATES, SO THAT IF YOU ARE UNABLE TO ATTEND THE MEETING, YOUR SHARES MAY
NEVERTHELESS BE VOTED.
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CTI GROUP (HOLDINGS) INC.
2550 Eisenhower Avenue
Norristown, PA
PROXY STATEMENT
1999 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 3, 1999
This Proxy Statement, which is to be mailed to stockholders on or about
October 4, 1999 is furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of CTI Group (Holdings) Inc. (the "Company"),
for use at the 1999 Annual Meeting of Stockholders to be held on Wednesday,
November 3, 1999, at 10:00 a.m. at the offices of the Company, 2550 Eisenhower
Avenue, Norristown, Pennsylvania and at any adjournments or postponements
thereof (the "Annual Meeting").
Proxies may be solicited by members of the Board of Directors and
senior management. Proxies may be solicited in person, or by mail, telephone,
telegram, mailgram or other manner. Brokers, nominees, fiduciaries and other
custodians have been requested to forward such soliciting material to the
beneficial owners of shares held of record by such custodians. Such custodians
may be reimbursed for their expenses. The cost for the solicitation of proxies
is being paid for by the Company. Such costs are anticipated to represent
amounts normally expended in soliciting proxies for routine purposes, and costs
represented by salaries of such persons, if any, engaged in such solicitation.
No fees are to be paid to such persons specifically for soliciting proxies.
A form of proxy is enclosed. Any person giving a proxy has the power to
revoke it at any time before it is voted, by notice in writing to the Secretary
of the Company, at 2550 Eisenhower Avenue, Norristown, Pennsylvania 19403, or by
attendance at the Annual Meeting and voting in person. Shares presented by
properly executed proxies will be voted at the Annual Meeting in accordance with
the choices specified thereon, and if no choices are specified, shall be voted
for the nominees for Directors indicated below, the ratification of the
selection of Deloitte & Touche LLP as the Company's independent certified public
accountants for the fiscal year ending March 31, 2000 and the proposed amendment
to the Company's Certificate of Incorporation to increase the authorized common
stock from 10 million shares to 50 million shares in order to:
(A) Enable the Company to seek institutional funding to aid in its
expansion plans.
(B) Provide the Company with a sufficient equity base from which to
seek and secure potential acquisitions.
(C) Assist the Company with its ambition to regain its listing on the
NASDAQ small cap market by providing the adequate feasibility for
a potential reverse split.
Voting Securities
Holders of the Company's Common Stock, par value $.01 per share, of
record at the close of business on September 15, 1999, which has been fixed by
the Board of Directors as the record date, are entitled to notice of, and to
vote at the Annual Meeting. On that date, there were 7,145,384 shares of the
Company's Common Stock issued and outstanding, each share having one vote. The
holders of common stock do not have cumulative voting rights in connection with
the election of directors.
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Vote Required
The presence, in person or by proxy, of holders of record of the
Company's Common Stock entitled to cast at least a majority of the votes which
all stockholders of the Company are entitled to cast is necessary to constitute
a quorum at the Annual Meeting for the purpose of considering and voting upon
the proposals (the "Proposals") set forth in the Notice of The Annual Meeting of
Stockholders delivered herewith and submitted to the stockholders. A favorable
vote cast in person or by proxy at the 1999 Annual Meeting, by the holders of a
majority of the outstanding shares of the Company's Common Stock present in
person or by proxy at the 1999 Annual Meeting, is required for the election of
Directors, the ratification of the Board's selection of independent public
accountants and the amendment to increase the Company's authorized common stock
from 10 million shares to 50 million shares.
PURPOSES FOR THE 1999 ANNUAL MEETING
Proposal I
ELECTION OF DIRECTORS
If no direction to the contrary is indicated, except as set forth
below, proxies received will be voted to elect as Directors of the Company, the
following Directors listed in the table below who will hold office until the
next annual meeting of stockholders of the Company and until their successors
shall be elected and shall qualify. If any nominee is unable to serve, the
holders of the Proxy have discretionary authority to vote for a substitute.
Management has no reason to believe that any nominee will be unavailable.
Information concerning the nominees for election as Directors is set
forth below. Reference is made to the Section in this Proxy Statement entitled
"PRINCIPAL STOCKHOLDERS" for information relative to the number of shares of the
Company's Common Stock beneficially owned by said nominees.
Names and Principal Served as a
Occupation or Employment Director Since Age
- ------------------------ -------------- ---
Anthony P. Johns (1) 1990 50
Chief Executive Officer and Chairman
of the Board of Directors
Francis O. Hunnewell (2) 1993 60
Director
Rupert D. Armitage (3) 1995 52
Director
Fred H. Rohn (4) 1998 73
Director
Graham Bevington (5) 1999 39
Director
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<TABLE>
<S> <C>
(1) Anthony P. Johns Mr. Johns, a UK citizen, has served as Chairman of the Board since
October 1996, and President, Chief Executive Officer and Director
of the Company since March 1990. He was Chairman of the Board of
Directors of Britannic Group Holdings Ltd., Britannic Telecom
Company Ltd. and Britannic Telecare Ltd. from December 1989 to May
1995.
(2) Francis O. Hunnewell Mr. Hunnewell has been a Director since November 1993 and served
as Chairman of the Board from November 1993 to August 1995. Mr.
Hunnewell is Chief Executive Officer of AEGIS, LLC, private equity
investment managers with offices in Boston and the former Soviet
Union. He is also President of Hunnewell & Co., Investment Bankers
and Vice Chairman of Asian Capital Partners Ltd., an Asian
regional merchant bank, headquartered in Hong Kong.
(3) Rupert D. Armitage Mr. Armitage, a UK citizen, has been a Director since November
1995. He is founding member, Chairman and Managing Director of
three software related companies in the United Kingdom: Ambit
Research Ltd. formed in 1987; Information from Data Ltd. formed in
1993; and Personal and Corporate Training Systems Ltd. formed in
1995.
(4) Fred H. Rohn Mr. Rohn has been a Director since May 1998. He is presently
General Partner in North American Venture Capital Funds and
President of American Venture Management, Inc. He is a member of
the Board of Directors of the following corporations: Pratt-Read
Corp., The Futures Group, New Jersey Title Insurance Co.,
Weldotron Corp.,. Deck The Walls, Inc., Peacock Papers, Inc.,
Scandia Packaging Machinery Corp., and Moretrench American Corp.
(5) Graham Bevington Mr. Bevington has been a Director since July 1999. He is presently
Managing Director of DeTeWe Ltd., a telecommunications distributor
in the UK. Mr. Bevington has been with DeTeWe since 1983 and was a
Director from 1992 until December 1997 when he was made Managing
Director.
</TABLE>
Messrs. Johns, Hunnewell, Armitage, Rohn and Bevington presently serve
on the Board of Directors of the Company. All Directors elected at the Annual
Meeting of Shareholders will hold office until the next Annual Meeting of
Stockholders or until their successors shall be elected and qualify. All
officers of the Company serve at the discretion of the Board. During the fiscal
year ended March 31, 1999 the Board of Directors held four meetings. All
Directors were present at all the meetings, either by telephone or in person.
The Board has one standing committee: the Compensation Committee,
consisting of Anthony P. Johns, Francis O. Hunnewell and Rupert Armitage.
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Quorum and Voting Requirements
A quorum for the purpose of acting on this Proposal requires the
presence, in person or by proxy, of the holders of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Annual Meeting. The
approval of this Proposal requires the affirmative vote of the holders of a
majority of the shares of Common Stock present, in person or by proxy, at the
Annual Meeting. Abstentions will have the same effect as a vote against this
Proposal. Broker non-votes (i.e., proxies as to which a broker grants no
authority with respect to this Proposal) shall be counted as voting neither for
nor against this Proposal, but the shares represented by such abstention or
broker non-vote shall be considered present at the Annual Meeting for purposes
of determining whether a quorum is present.
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to all
nominees for Director, corporate officers, and other persons individually and as
a group, holding of record or known by the Company to own beneficially 5% or
more of the Company's Common Stock as of September 15, 1999, as determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
<TABLE>
<CAPTION>
Percent
Shares of Common Stock of Voting
Name and Business Address Beneficially Owned (1) Securities
- ------------------------- ------------------------ ----------
<S> <C> <C>
Anthony P. Johns 2,045,603(2)(3) 28.6%
CTI Data Solutions (USA), Inc.
2550 Eisenhower Avenue
Norristown, PA 19403
Francis O. Hunnewell 233,362(5) 3.3%
Hunnewell & Co.
10 Tremont Street, Suite 500
Boston, MA 02108
Rupert D. Armitage 388,719(4) 5.4%
Ambit Research
100 New Kings Road
London SW64LX
Fred H. Rohn 519,002(6)(7) 7.3%
American Venture Mgmt. Co., Inc.
Village Road
P.O. Box 714
New Vernon, NJ 07976
Graham Bevington 0(8)
DeTeWe Ltd.
Frogmore Road
Hemel Hempstead
Hartfordshire, England HP4 4PU
All executive officers and directors 3,207,810(2)(6)(9) 44.9%
as a group (6 persons, including
those named above, owning stock)
</TABLE>
NOTES:
(1) All shares are beneficially owned and the sole investment and voting power
is held by the person named, except as set forth below. Each share of
common stock has one vote.
(2) Includes 119,147 shares of the Company's common stock owned by John Perri
for which Mr. Johns holds voting proxy power.
(3) Includes options exercisable into 50,000 shares of the Company's common
stock.
(4) Includes options exercisable into 52,500 shares of the Company's common
stock.
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(5) Includes options exercisable into 30,000 shares of the Company's common
stock.
(6) Includes 383,073 shares of the Company's common stock owned by North
American Venture Capital Fund. Includes options exercisable into 90,000
shares of the Company's common stock. Mr. Rohn is a General Partner and
small Limited Partner of the Fund.
(7) Includes options exercisable into 267,500 shares of the Company's common
stock.
(8) Excludes options exercisable into 30,000 shares of the Company's common
stock.
(9) Includes options exercisable into 310,000 shares of the Company's common
stock.
SUMMARY COMPENSATION TABLE
The following table sets forth the INFORMATION REQUIRED BY Item 402 of
Regulation S-B. The company had only one officer for the years ended March 31,
1999, 1998, and 1997 who received in excess of $100.000.
<TABLE>
<CAPTION>
Name and Principal Other Annual
Position Year Salary Bonus Compensation
- ------------------ ---- ------ ----- ------------
<S> <C> <C> <C> <C>
Anthony P. Johns, President 1999 $175,000 -- $29,972(2)
& Chief Executive Officer 1998 $175,000 -- $29,635(2)
1997 $140,000(1) $12,820 $26,700(2)
</TABLE>
(1) Mr. Johns agreed to a 40% salary reduction for the period from October 1,
1996 to March 31, 1997 as part of the Company implementing a six-month plan
to assist in maintaining a neutral cash position. The plan was required due
to the loss of a major customer in the quarter ended September 30, 1996.
(2) Includes an $11,100 annual automobile allowance, $15,600 of living expense
payments and automobile insurance premiums paid by the Company.
On April 1, 1998, the Company entered into an employment agreement with
Anthony P. Johns. Pursuant to this agreement, Mr. Johns is employed as President
and Chief Executive Officer of the Company for a three-year term at an annual
base salary of $175,000. Should the Company regain its listing on NASDAQ, Mr.
Johns' salary will be increased to $200,000 for the remaining term of the
Employment Agreement. In addition to such annual base salary, Mr. Johns is
entitled to receive as additional compensation in the form of an annual bonus,
an amount equal to five percent (5%) of the Company's pretax profit. The Company
has also agreed to (i) provide Mr. Johns with a monthly automobile allowance,
(ii) an accommodation allowance in recognition of his need to maintain a
residence both here and in the UK; and (iii) pay the premiums on life insurance
and health insurance policies for the benefit of Mr. Johns. Mr. Johns will also
be reimbursed by the Company for all expenses reasonably incurred by him in the
performance of his duties.
The members of the Board of Directors, who are not employees of the
Company, are paid fees of $1,000 per quarter and $500 per Board of Director
meeting attended, plus reasonable travel expenses. The Chairman of the Board, if
not an employee of the Company, will receive an additional $2,000 per annum as
compensation for his duties as Chairman. Mr. Armitage receives an additional
$1,000 per board meeting attended due to the two additional days needed for
travel to and from the UK pursuant to
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an agreement upon his election to the Board in November 1995. During the fiscal
year ended March 31, 1999, Messrs. Armitage, Hunnewell and Rohn earned fees for
their services on the Board of Directors of approximately $10,000, $6,000 and
$6,000, respectively, plus expenses; in addition, Mr. Armitage earned fees of
approximately $23,000 in connection with oversight of management activities
related to CTI Data Solutions Ltd. During the fiscal year ended March 31, 1999,
Mr. Rohn received 30,000 stock options pursuant to the Company's stock option
and restricted stock plan upon his appointment to the Board of Directors.
The Company's Certificate of Incorporation and Bylaws require the
Company to provide its Directors and Officers with indemnification to the
fullest extent permitted by the Delaware General Corporation Law, as amended
from time to time (the "Delaware General Corporation Law"). The Delaware General
Corporation Law and the Company's Bylaws provide for the indemnification of an
Officer or Director who was or is a party to or who has threatened to be made a
party to any threatened, pending, or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Company) by reason of the fact that he is or was a
Director or an Officer of the Company, or is or was serving at the request of
the Company as a Director or an Officer of another Company. Such Officers and
Directors shall be indemnified against all expenses (including attorneys' fees),
judgments, fines, amounts paid in settlement actually and reasonably incurred by
them in connection with such action, suit or proceeding provided that such
Director or Officer acted in good faith and in a manner which they reasonably
believed to be in or not opposed to the best interest of the Company. In
addition, such Officers and Directors may have indemnification expenses advanced
to them in any such action or proceeding but may be required to give the Company
an undertaking to repay such indemnification in the event that it is later
determined they are not entitled to indemnification.
INDEPENDENT ACCOUNTANTS
PROPOSAL II
RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors has, subject to the ratification by the
stockholders, appointed Deloitte & Touche LLP, independent certified public
accountants, to audit the financial statements of the Company for the fiscal
year ending March 31, 2000. Although the appointment is not required to be
submitted to a vote by the stockholders, the Board of Directors believes it
appropriate, as a matter of policy, to request that the stockholders ratify the
appointment of Deloitte and Touche LLP for the fiscal year ending March 31,
2000. Deloitte and Touche LLP was engaged by the Company in June 1999 to audit
the Company's financial statements for the fiscal year ended March 31, 1999.
Prior to June 1999, Zelenkofske Axelrod & Co., CPA's, Inc.("ZA") was the
principal accountant for the Company. ZA resigned due to the fact that ZA no
longer were undertaking public accounting work for publicly-traded companies
such as the Company. There were no disputes between ZA and the Company. If the
stockholders do not ratify this appointment, the Company's Board of Directors
will reconsider its action. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting, will have the opportunity to make
a statement if they desire to do so and are expected to be available to respond
to appropriate questions from those attending the Annual Meeting.
Vote Required for Approval
The proposal to ratify the appointment of Deloitte & Touche LLP
requires the affirmative vote of the majority of shares present in person or
represented by proxy at the Annual Meeting for its approval. Abstentions may be
specified on the proposal and will be considered present at the Annual Meeting,
but will not be counted as affirmative votes. Abstentions, therefore, will have
the practical effect of voting against the proposal because the affirmative vote
of a majority of the shares present at the Annual
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Meeting is required to approve the proposal. Broker non-votes are considered not
present at the Annual Meeting and, therefore, will not be voted or have any
effect on the proposal.
The Board of Directors unanimously recommends a vote FOR this proposal.
PROPOSAL III
APPROVAL OF AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK TO
50,000,000 SHARES OF COMMON STOCK
On, July 8, 1999 the Board of Directors unanimously adopted a
resolution approving an amendment to the first paragraph of Article Four of the
Company's Certificate of Incorporation increasing the number of shares of Common
Stock which the Company is authorized to issue from 10,000,000 to 50,000,000.
The Board of Directors determined that such an amendment is advisable and
directed that the proposed amendment be considered by the Company's stockholders
at the Annual Meeting.
The full text of the introductory paragraph of Article Four of the
Company's Certificate of Incorporation, if amended as proposed, will be as
follows:
"The total number of shares of common stock which the Corporation shall
have the authority to issue is Fifty Million (50,000,000) and the par value of
each of such shares is One Cent ($.01), amounting in the aggregate to Five
Hundred Thousand Dollars ($500,000)."
The amendment will not increase the number of shares of Preferred Stock
authorized. The relative rights and limitations of the Common Stock and
Preferred Stock would remain unchanged under the proposed amendment.
Purposes and Effects of Increasing the Number of Authorized Shares of Common
Stock
The proposed amendment would increase the number of shares of Common
Stock which the Company is authorized to issue from 10,000,000 to 50,000,000.
The additional 40,000,000 shares, if and when issued, would have the same rights
and privileges as the shares of Common Stock presently issued and outstanding.
The holders of Common Stock of the Company are not entitled to preemptive rights
or cumulative voting.
On the Record Date, the Company had 7,145,384 shares of Common Stock
issued and outstanding. In addition, as of such date, an aggregate of
approximately 715,000 shares of Common Stock were reserved or allocated for
issuance by the Company (i) upon exercise of options granted under the Company's
employee stock option plans and pursuant to certain employment agreements; and
(ii) upon exercise of warrants issued in connection with certain capital-raising
and other business transactions completed by the Company.
After taking into account the number of currently issued and
outstanding shares of Common Stock together with the shares of Common Stock
reserved or allocated for issuance by the Company, the Company has approximately
2,139,616 shares of Common Stock which remain unreserved for issuance. A
significant element of the Company's business strategy is the continued
expansion of the Company's business in existing and in new markets, in part
through the acquisition of existing operating companies and to assist the
Company with its ambition to regain its listing on the NASDAQ small cap market
by providing the adequate feasibility for a potential reverse stock split.
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The ability of the Company to utilize Common Stock as consideration in
any such transaction or for purposes of completing a reverse stock split is
viewed by management as a key element of its growth strategy. The Board of
Directors recommends the proposed increase in the authorized number of shares of
Common Stock to ensure that an adequate number of authorized and unissued shares
is available principally for (i) the raising of additional capital for the
operations of the Company and (ii) the financing of the acquisitions of other
businesses. There are currently no plans or arrangements relating to the
issuance of any of the additional shares of Common Stock proposed to be
authorized and such shares would be available for issuance without further
action by stockholders, unless required by the Company's Certificate of
Incorporation, its By-Laws or by applicable law.
The increase in the number of authorized shares of Common Stock has not
been proposed for any anti-takeover-related purpose, and the Board of Directors
and management of the Company have no knowledge of any current effort to obtain
control of the Company or accumulate large amounts of its Common Stock. However,
the availability of additional shares of Common Stock could make any attempt to
gain control of the Company or of the Board of Directors more difficult. Shares
of authorized but unissued Common Stock could be issued in an effort to dilute
the stock ownership and voting power of any person or entity desiring to acquire
control of the Company, which might have the effect of discouraging or making
less likely such a change of control. Such shares could also be issued to other
persons or entities who support the Board of Directors in opposing a takeover
attempt that the Board of Directors has deemed not to be in the best interests
of the Company and its stockholders.
In evaluating the proposed amendment, stockholders should consider the
effect of certain other provisions of the Company's Certificate of Incorporation
and By-Laws which may have anti-takeover consequences. These provisions include
(a) a provision that standing Directors may be removed only by a majority vote
of stockholders entitled to vote, (b) a limitation on the ability of
stockholders to call special stockholder meetings, and (c) a provision that
vacancies in, and newly created directorships resulting from an increase in the
authorized number of Directors on, the Board of Directors may be filled by a
majority of the remaining Directors.
Effective Date of Proposed Amendment
If the proposed amendment to Article Four of the Certificate of
Incorporation of the Company is adopted by the required vote of the Company's
stockholders, such amendment will become effective upon the filing by the
Company of a Certificate of Amendment to the Company's Certificate of
Incorporation with the Secretary of the State of Delaware, which is expected to
be accomplished as soon as practicable after stockholder approval is obtained.
Vote Required for Approval
The proposal to approve the amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock to
50,000,000 shares of Common Stock described above requires the affirmative vote
of a majority of shares present in person or represented by proxy at the Annual
Meeting for its approval. Abstentions may be specified on the proxy and will be
considered present at the Annual Meeting, but will not be counted as affirmative
votes. Abstentions, therefore, will have the practical effect of voting against
the proposal because the affirmative vote of a majority of the shares present at
the Annual Meeting is required to approve the proposal. Broker non-votes are
considered not present at the Annual Meeting and, therefore, will not be voted
or have any effect on the proposal.
The Board of Directors unanimously recommends a vote FOR the proposed
amendment.
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ADDITIONAL INFORMATION
The Company will furnish without charge to any stockholder, upon
written or oral request, any documents filed with the Securities and Exchange
Commission pursuant to Sections 13(a), 13( c), 14 or 15(d) of the Exchange Act.
Requests for such documents should be addressed to Mary Ann Davis, Secretary of
CTI Group (Holdings) Inc., 2550 Eisenhower Avenue, Norristown, Pennsylvania
19403; telephone number 610-666-1700.
STOCKHOLDER PROPOSALS
Any stockholder who intends to present a proposal at the 2000 Annual
Meeting of Stockholders is advised that, in order for such proposal to be
included in the Board of Directors' proxy material for such meeting, the
proposal must be sent to the Secretary at the offices of the Company, CTI Group
(Holdings) Inc., 2550 Eisenhower Avenue, Norristown, PA 19403 and must be
received by the Company no later than May 29, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than ten percent 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 ten-percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
filed.
Based solely on review of the copies of such forms furnished to the
Company, or written representation that no Forms 5 were required, the Company
believes that during the last fiscal year, all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent beneficial
owners were complied with.
MISCELLANEOUS
Management does not know of any matters to be brought before the Annual
Meeting other than as set forth in the notice thereof. However, if any other
matters properly come before the meeting, it is the intention of the persons
named in the proxy solicited on behalf of the management of the Company to vote
such proxy in accordance with their judgment on such matters.
For the Board of Directors
Mary Ann Davis
Corporate Secretary
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