<PAGE>
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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Intek Global Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/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:
------------------------------------------------------------------------
(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.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
INTEK GLOBAL CORPORATION
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
DATE: Thursday, February 25, 1999
TIME: 10:00 A.M.
PLACE: Intek Global USA, Inc.
1690 North Topping
Kansas City, Missouri 64120
<PAGE>
[LOGO]
February 11, 1999
Dear Stockholders:
It is my pleasure to invite you to Intek Global Corporation's 1999 Annual
Meeting of Stockholders.
This year we will hold the meeting on Thursday, February 25, 1999, at
10:00 a.m. at Intek Global USA, Inc., 1690 North Topping, Kansas City,
Missouri. In addition to the formal items of business, we will review the
major developments of 1998, answer your questions and provide a tour of our
Kansas City operations.
This booklet includes the Notice of Annual Meeting and the Proxy
Statement. The Proxy Statement describes the business that we will conduct at
the meeting and provides information about Intek Global.
Your vote is important. Whether you plan to attend the meeting or not,
please complete, date, sign and return the enclosed proxy card promptly. If
you attend the meeting and prefer to vote in person, you may do so.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Robert J. Shiver
Robert J. Shiver
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
<PAGE>
INTEK GLOBAL
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
---------------------------------------
Date: Thursday, February 25, 1999
Time: 10:00 a.m.
Place: Intek Global USA, Inc.
1690 North Topping
Kansas City, Missouri 64120
---------------------------------------
Dear Stockholders:
At our Annual Meeting, we will ask you to:
- Elect eight directors to serve for a term of one year;
- Ratify the selection of Arthur Andersen LLP, as independent auditors
for 1999; and
- Transact any other business that may properly be presented at the
Annual Meeting.
If you were a stockholder of record at the close of business on February
10, 1999, you may vote at the Annual Meeting.
By order of the Board of Directors,
/s/ Steven L. Wasserman
Steven L. Wasserman
SECRETARY
February 11, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Information About The Annual Meeting And Voting. . . . . . . . . . . . . . . . . . .1
Why Did You Send Me this Proxy Statement? . . . . . . . . . . . . . . . . . . .1
How Many Votes Do I Have? . . . . . . . . . . . . . . . . . . . . . . . . . . .1
How Do I Vote by Proxy? . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
May I Revoke My Proxy?. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
How Do I Vote in Person?. . . . . . . . . . . . . . . . . . . . . . . . . . . .2
What Vote Is Required to Approve Each Proposal? . . . . . . . . . . . . . . . .2
What Are the Costs of Soliciting these Proxies? . . . . . . . . . . . . . . . .3
How Do I Obtain an Annual Report on Form 10-K?. . . . . . . . . . . . . . . . .3
Information About Intek Global Common Stock Ownership. . . . . . . . . . . . . . . .4
Which Stockholders Own At Least 5% of Intek Global? . . . . . . . . . . . . . .4
How Much Stock is Owned By Directors and Executive Officers?. . . . . . . . . .5
Compensation Committee Interlocks and Insider Participation . . . . . . . . . .6
Did Directors, Executive Officers and Greater-Than-10% Stockholders
Comply with Section 16(a) Beneficial Ownership Reporting in 1998? . . . . . .6
Information About Directors and Executive Officers . . . . . . . . . . . . . . . . .7
The Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
The Committees of the Board . . . . . . . . . . . . . . . . . . . . . . . . . .7
How Do We Compensate Directors? . . . . . . . . . . . . . . . . . . . . . . . .8
Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . .9
The Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
How We Compensate Executive Officers. . . . . . . . . . . . . . . . . . . . . 10
Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . 11
Option Grants in Last Fiscal Year. . . . . . . . . . . . . . . . . . . . 12
1998 Fiscal Year-End Option Values . . . . . . . . . . . . . . . . . . . 13
Employment Agreement with Chairman and Chief Executive Officer. . . . . . . . 13
Employment Agreements with Certain Executive Officers . . . . . . . . . . . . 15
Report on Executive Compensation for 1998 by the Compensation
Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Performance Graph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Discussion of Proposals Recommended by the Board . . . . . . . . . . . . . . . . . 19
Proposal 1: Elect Eight Directors. . . . . . . . . . . . . . . . . . . . . . 19
Proposal 2: Ratify Selection of Independent Auditors for 1999. . . . . . . . 21
Information About Stockholder Proposals. . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
<PAGE>
PROXY STATEMENT FOR INTEK GLOBAL CORPORATION
1999 ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
WHY DID YOU SEND ME THIS PROXY STATEMENT?
We sent you this Proxy Statement and the enclosed proxy card because
Intek Global's Board of Directors is soliciting your proxy to vote at the 1999
Annual Meeting of Stockholders. This Proxy Statement summarizes the information
you need to know to cast an informed vote at the Annual Meeting. However, you
do not need to attend the Annual Meeting to vote your shares. Instead, you may
simply complete, sign and return the enclosed proxy card.
We will begin sending this Proxy Statement, the attached Notice of
Annual Meeting and the enclosed proxy card on February 11, 1999 to all
stockholders entitled to vote. Stockholders who owned Intek Global common stock
at the close of business on February 10, 1999 are entitled to vote. On this
record date, there were 42,303,038 shares of Intek Global common stock
outstanding. Intek Global common stock is our only class of voting stock. We
are also sending along with this Proxy Statement, the Intek Global 1998 Annual
Report filed on Form 10-K with the Securities and Exchange Commission, which
includes our financial statements.
HOW MANY VOTES DO I HAVE?
Each share of Intek Global common stock that you own entitles you to
one vote. The proxy card indicates the number of shares of Intek Global common
stock that you own.
HOW DO I VOTE BY PROXY?
Whether you plan to attend the Annual Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to
attend the Annual Meeting and vote.
If you properly fill in your proxy card and send it to us in time to
vote, your "proxy" (ONE OF THE INDIVIDUALS NAMED ON YOUR PROXY CARD) will vote
your shares as you have directed. If you sign the proxy card but do not make
specific choices, your proxy will vote your shares as recommended by the Board
of Directors as follows:
- "FOR" the election of all eight nominees for director, and
- "FOR" ratification of the selection of independent auditors for 1999.
If any other matter is presented, your proxy will vote in accordance
with his best judgment. At the time this Proxy Statement went to press, we knew
of no matters which needed to be acted on at the Annual Meeting, other than
those discussed in this Proxy Statement.
1
<PAGE>
MAY I REVOKE MY PROXY?
If you give a proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of three ways:
- You may send in another proxy with a later date.
- You may notify Intek Global's Secretary in writing before the Annual
Meeting that you have revoked your proxy.
- You may vote in person at the Annual Meeting.
HOW DO I VOTE IN PERSON?
If you plan to attend the Annual Meeting and vote in person, we will
give you a ballot form when you arrive. However, if your shares are held in the
name of your broker, bank or other nominee, you must bring an account statement
or letter from the nominee indicating that you are the beneficial owner of the
shares on February 10, 1999, the record date for voting.
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL?
PROPOSAL 1: ELECT EIGHT The eight nominees for director who receive
DIRECTORS the most votes will be elected. So, if you
do not vote for a particular nominee, or
you indicate "withhold authority to vote"
for a particular nominee on your proxy
card, your vote will not count either "for"
or "against" the nominee.
Proposal 2: RATIFY SELECTION OF The affirmative vote of a majority of the
AUDITORS votes cast at the Annual Meeting is
required to ratify the selection of
independent auditors. So, if you mark
"abstain" on your proxy card, it has the
same effect as if you voted "against" this
proposal.
THE EFFECT OF BROKER NON-VOTES If your broker holds your shares in its
name, the broker will be entitled to vote
your shares on both Proposals 1 and 2 even
if it does not receive instructions from
you.
If your broker does not vote your shares on
Proposal 1, such "broker non-votes" will
have no effect on the outcome since only a
plurality of votes actually cast is
required to elect a director.
If your broker does not vote your shares on
Proposal 2, such "broker non-votes" do not
count as "shares present." This means that
a broker non-vote would reduce the number
of affirmative votes that are necessary to
approve this proposal.
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<PAGE>
WHAT ARE THE COSTS OF SOLICITING THESE PROXIES?
Intek Global will pay all the costs of soliciting these proxies. In
addition to mailing proxy soliciting material, our directors and employees also
may solicit proxies in person, by telephone or by other electronic means of
communications. We will ask banks, brokers and other institutions, nominees and
fiduciaries to forward the proxy material to their principals and to obtain
authority to execute proxies. We will then reimburse them for their expenses.
HOW DO I OBTAIN AN ANNUAL REPORT ON FORM 10-K?
IF YOU WOULD LIKE A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED SEPTEMBER 30, 1998, THAT WE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION, WE WILL SEND YOU ONE WITHOUT CHARGE. PLEASE WRITE TO:
INTEK GLOBAL CORPORATION
99 PARK AVENUE
18TH FLOOR
NEW YORK, NEW YORK 10016
ATTENTION: INVESTOR RELATIONS
3
<PAGE>
INFORMATION ABOUT INTEK GLOBAL COMMON STOCK OWNERSHIP
WHICH STOCKHOLDERS OWN AT LEAST 5% OF INTEK GLOBAL?
The following table shows, as of February 10, 1999, all persons we
know to be "beneficial owners" of more than five percent of Intek Global common
stock (1). This information is based on Schedules 13D and 13G reports filed
with the Securities and Exchange Commission (SEC) by each of the firms listed in
the table below. If you wish, you may obtain these reports from the SEC.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
NUMBER OF
SHARES OWNED PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY(1) CLASS
- -------------------------------------------------------------------------------
<S> <C> <C>
Securicor plc 25,937,042(2) 61.3%
Sutton Park House
15 Carshalton Road
Sutton, Surrey, SM 1 4LD, United Kingdom
Mees Pierson ICS Limited 3,824,382 9.0%
Camomile Court
23 Camomile Street
London EC3A 7PP, United Kingdom
- -------------------------------------------------------------------------------
</TABLE>
(1) "Beneficial ownership" is a technical term broadly defined by the SEC to
mean more than ownership in the usual sense. So, for example, you
"beneficially" own Intek Global common stock not only if you hold it
directly, but also if you indirectly (THROUGH A RELATIONSHIP, A POSITION AS
A DIRECTOR OR TRUSTEE, OR A CONTRACT OR UNDERSTANDING), have (OR SHARE) the
power to vote or sell the stock or the right to acquire it within 60 days.
(2) 25,000,000 shares are owned by Securicor Communications Limited, a
corporation organized under the laws of England and Wales, and 937,042
shares are owned by Securicor International Limited, a corporation
organized under the laws of England and Wales. Securicor Communications
has the right, at any time, to convert $12.5 million of debt owed to it by
Intek Global into Intek Global common stock at a conversion price equal to
the average closing price of Intek Global common stock for the 20 trading
days prior to December 16, 1998. Both Securicor Communications and
Securicor International are wholly owned direct subsidiaries of Security
Services plc which is itself a wholly owned indirect subsidiary of
Securicor plc, a corporation listed on the London Stock Exchange. On
December 3, 1996, Intek Global acquired all the issued and outstanding
common stock of Securicor Radiocoms Limited, a wholly-owned subsidiary of
Securicor Communications, in exchange for 25,000,000 shares of Intek Global
common stock. A change in control of Intek Global occurred as a result of
that transaction.
4
<PAGE>
HOW MUCH STOCK IS OWNED BY DIRECTORS AND EXECUTIVE OFFICERS?
The following table shows, as of February 10, 1999, the Intek Global
common stock owned beneficially by Intek Global directors and our Chief
Executive Officer and other executive officers who received salary and bonus in
excess of $100,000 during 1998. Except for Robert J. Shiver, no director or
executive officer owns beneficially 1% or more of the shares of Intek Global
common stock. All directors and executive officers as a group own beneficially
2.4% of the shares of Intek Global common stock.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------------------------------------------------------------------------
<S> <C> <C>
Robert J. Shiver 523,349(1) 1.2%
Howard Frank 0(2) 0%
Robert B. Kelly 48,000(3) *
Louis J. Monari 125,176(4) *
David Neibert 107,614(5) *
Eli M. Noam 0(6) 0%
John Wareham 45,000(7) *
Steven L. Wasserman 93,000(8) *
Roger Wiggs 45,000(9) *
Michael G. Wilkinson 45,000(10) *
All directors and executive officers as a group
(12 persons)(11)............................... 1,032,139 2.4%
- -------------------------------------------------------------------------------
</TABLE>
* Less than 1%.
(1) 1,000 shares are held by BDC Holdings, Inc. Mr. Shiver is the sole owner
of BDC Holdings, Inc. Pursuant to the 1994 Directors' Stock Option Plan,
Mr. Shiver has an option to acquire 20,000 shares of Intek Global common
stock at an exercise price of $3.125 per share, and pursuant to the 1997
Performance and Equity Incentive Plan, an option to acquire 800,000 shares
of Intek Global common stock at an exercise price of $1.97 per share, of
which 160,000 shares are exercisable, and an option to acquire 300,000
shares of Intek Global common stock at an exercise price of $2.50 per
share, which will become exercisable in 50% increments beginning on January
1, 2000.
(2) Pursuant to the 1994 Directors' Stock Option Plan, Dean Frank has an option
to acquire 20,000 shares of Intek Global common stock at an exercise price
of $3.19 per share, which will become exercisable on August 4, 1999.
(3) Pursuant to the 1994 Directors' Stock Option Plan, Mr. Kelly has an option
to acquire 20,000 shares of Intek Global common stock at an exercise price
of $6.125 per share, and pursuant to the 1997 Performance and Equity
Incentive Plan, an option to acquire 25,000 shares of Intek Global common
stock at an exercise price of $2.50 per share.
5
<PAGE>
(4) Pursuant to the 1997 Performance and Equity Incentive Plan, Mr. Monari has
an option to acquire 275,000 shares of Intek Global common stock at an
exercise price of $2.50 per share, of which 110,000 shares are exercisable.
(5) Pursuant to the 1994 Stock Option Plan, Mr. Neibert has an option to
acquire 20,000 shares of Intek Global common stock at an exercise price of
$3.75 per share, and pursuant to the 1997 Performance and Equity Incentive
Plan, an option to acquire 100,000 shares of Intek Global common stock at
an exercise price of $2.50 per share, of which 20,000 shares will become
exercisable within 60 days of February 10, 1999. Mr. Neibert sold 300,000
shares to Ryan Consulting Limited pursuant to a Stock Purchase Agreement
dated as of December 30, 1997. While all rights related to ownership have
been transferred and conveyed to Ryan Consulting, Mr. Neibert retains a
security interest in such stock until payment for the stock (which payment
is due over a ten-year period commencing July 1, 1998) has been made by
Ryan Consulting. Mr. Neibert disclaims beneficial ownership of such
300,000 shares.
(6) Pursuant to the 1994 Directors' Stock Option Plan, Professor Noam has an
option to acquire 20,000 shares of Intek Global common stock at an exercise
price of $3.19 per share, which will become exercisable on August 4, 1999.
(7) Pursuant to the 1994 Directors' Stock Option Plan, Mr. Wareham has an
option to acquire 20,000 shares of Intek Global common stock at an exercise
price of $3.06 per share, of which 20,000 shares will become exercisable
within 60 days of February 10, 1999, and pursuant to the 1997 Performance
and Equity Incentive Plan, an option to acquire 25,000 shares of Intek
Global common stock at an exercise price of $2.50 per share.
(8) Pursuant to the 1994 Directors' Stock Option Plan, Mr. Wasserman has an
option to acquire 40,000 shares of Intek Global common stock at an exercise
price of $3.75 per share, and pursuant to the 1997 Performance and Equity
Incentive Plan, an option to acquire 25,000 shares of Intek Global common
stock at an exercise price of $2.50 per share.
(9) Pursuant to the 1994 Directors' Stock Option Plan, Mr. Wiggs has an option
to acquire 20,000 shares of Intek Global common stock at an exercise price
of $1.688 per share, and pursuant to the 1997 Performance and Equity
Incentive Plan, an option to acquire 25,000 shares at an exercise price of
$2.50 per share.
(10) Pursuant to the 1994 Directors' Stock Option Plan, Mr. Wilkinson has an
option to acquire 20,000 shares of Intek Global common stock at an exercise
price of $1.688 per share, and pursuant to the 1997 Performance and Equity
Incentive Plan, an option to acquire 25,000 shares at an exercise price of
$2.50 per share.
(11) Donald Goeltz and D. Gregg Marston were each executive officers who
received salary and bonus in excess of $100,000 during 1998. Each resigned
their positions at Intek Global and they beneficially owned in the
aggregate less than 1% of the outstanding shares of Intek Global common
stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John G. Simmonds, the former Chief Executive Officer of Intek Global from
September 23, 1994 until December 3, 1996 and a former director of Intek Global,
served on the Compensation Committee during fiscal 1998 until his resignation on
July 20, 1998.
DID DIRECTORS, EXECUTIVE OFFICERS AND GREATER-THAN-10% STOCKHOLDERS COMPLY WITH
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING IN 1998?
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers, and greater-than-10% stockholders to file reports
with the SEC and The Nasdaq Stock Market on
6
<PAGE>
changes in their beneficial ownership of Intek Global common stock and to
provide Intek Global with copies of the reports. Based on our review of these
reports and of certifications furnished to us, we believe that all of these
reporting persons complied with their filing requirements for 1998 except for
Donald Goeltz who filed two late reports involving two transactions, Robert B.
Kelly who filed one late report involving one transaction, D. Gregg Marston who
filed two late reports involving two transactions, Louis J. Monari who filed two
late reports involving three transactions, David Neibert who filed three late
reports involving five transactions, Robert J. Shiver who filed two late reports
involving seven transactions and Steven L. Wasserman who filed one late report
involving one transaction.
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
THE BOARD OF DIRECTORS
The Board of Directors oversees the business and affairs of Intek
Global and monitors the performance of management. In accordance with corporate
governance principles, the Board does not involve itself in day-to-day
operations. The directors keep themselves informed through discussions with the
Chairman, other key executives and our principal external advisers (LEGAL
COUNSEL, OUTSIDE AUDITORS, INVESTMENT BANKERS AND OTHER CONSULTANTS) by reading
reports and other materials that we send them and by participating in Board and
committee meetings.
The Board met 12 times during fiscal 1998. The permanent and special
committees of the Board met 10 times. With the exception of Dean Frank and
Professor Noam, who each missed one out of three meetings held while they were
directors, each incumbent director attended at least 75% of the total number of
Board meetings and meetings by all committees on which they served held in
fiscal 1998.
THE COMMITTEES OF THE BOARD
The Board has three permanent committees: the Audit Committee, the
Compensation Committee and the Nominating Committee. With the exception of Mr.
Shiver's membership on the Nominating Committee, none of the directors who serve
as members of any permanent committee are employees of Intek Global or our
subsidiaries. For more information, see below at page 22 under "Information
About Stockholder Proposals."
THE AUDIT COMMITTEE The Audit Committee recommends the selection of
the independent auditors to the Board, approves
the scope of the annual audit by the independent
auditors and reviews audit findings and accounting
policies. The Committee meets with management and
also meets privately, outside the presence of
Intek Global management, with the independent
auditors.
Dean Frank and Messrs. Kelly, Wilkinson and
Wasserman currently serve as members of the
Committee. Dean Frank was appointed to the
Committee on August 4, 1998. The Committee met
three times during 1998.
7
<PAGE>
THE COMPENSATION COMMITTEE The Compensation Committee establishes and
approves all elements of compensation for the
executive officers and certain other senior
management. The Committee's Report on Executive
Compensation for 1998 is printed below at pages 16
to 17.
The Compensation Committee administers Intek
Global's stock plans and has sole authority for
awards under the 1988 Stock Incentive Plan, the
1994 Stock Option Plan, the 1994 Directors' Stock
Option Plan, and the 1997 Performance and Equity
Incentive Plan, including timing, pricing and
amount.
Mr. Kelly and Professor Noam currently serve as
members of the Committee. Professor Noam was
appointed to the Committee on August 4, 1998. The
Committee met 7 times during 1998.
THE NOMINATING COMMITTEE The Nominating Committee recommends candidates to
fill vacancies on Intek Global's Board of
Directors and for the slate to be proposed by the
Board at annual stockholders' meetings.
Messrs. Shiver and Wiggs currently serve as
members of the Committee. The Committee met two
times during 1998.
HOW DO WE COMPENSATE DIRECTORS?
ANNUAL FEE We compensate directors of Intek Global with a fee
of $4,000 per year plus a one-time grant of
20,000 shares of Intek Global common stock under
our 1994 Directors' Stock Option Plan upon
election to the Board of Directors.
MEETING FEES We pay directors a fee of:
- $500 for attendance at each Board
meeting;
- $500 for attendance at each Audit
Committee meeting held at the same time
as a stockholder or Board meeting; and
- $500 for attendance at each special
committee meeting.
The annual maximum fee per director is $10,000.
EXPENSES AND BENEFITS We reimburse all directors for reasonable travel
and other related expenses incurred in attending
stockholders, Board and committee meetings.
8
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On September 19, 1996, Midland USA, Inc. a wholly owned subsidiary of
Intek Global, entered into an agreement with Midland International Corporation,
whereby Midland International agreed to permit Midland USA to make use of the
services of the supplier liaison office maintained by Midland International in
Japan and Midland International's purchasing representative in Korea. During
fiscal 1998, Midland USA paid $56,000 to Midland International. This agreement
was terminated in January 1998.
On September 19, 1996, Midland USA and Simmonds Capital entered into a
Computer Services Agreement pursuant to which Simmonds Capital agreed to provide
Midland USA access to the IBM AS400 computer system, including hardware and
software, currently owned by Simmonds Capital for data processing purposes.
During fiscal 1998, Midland USA paid $16,000 to Simmonds Capital. This
agreement was terminated on October 31, 1997.
On December 3, 1996, Intek Global entered into a Registration Rights
Agreement to provide certain holders of Intek Global common stock, including
Securicor Communications, with certain demand and "piggy-back" registration
rights with respect to the Intek Global common stock owned by the holders.
Kohrman Jackson & Krantz, P.L.L., a Cleveland, Ohio law firm, of which
Mr. Wasserman is a partner, performs legal services for Intek Global and its
subsidiaries. Mr. Wasserman is a member of Intek Global's Board of Directors
and is the Secretary of Intek Global. Mr. Wasserman individually receives
$2,000 per month as compensation for his services as the Secretary of Intek
Global. As of December 31, 1998, for services rendered in fiscal 1998, Intek
Global had paid Kohrman Jackson & Krantz, P.L.L. $110,000 in fees.
As of December 31, 1998, Intek Global was indebted to Securicor
Communications in the amount of $69.4 million pursuant to a term loan with
principal payments due beginning July 1, 2001. Mr. Wiggs is Chief Executive
of Securicor plc. Mr. Wilkinson is financial director of Securicor
Communications. Both Messrs. Wiggs and Wilkinson are members of Intek
Global's Board of Directors.
Squire, Sanders & Dempsey, L.L.P., a Washington, D.C. law firm, of
which Mr. Kelly has been a partner since May 1998, performs legal services
for Intek Global and its subsidiaries. Mr. Kelly is a member of Intek
Global's Board of Directors. As of December 31, 1998, for services rendered
in fiscal 1998, Intek Global had paid Squire, Sanders & Dempsey, L.L.P.
$38,000 in fees. Kelly & Povich, P.C., a Washington, D.C. law firm, of which
Mr. Kelly was a 50% shareholder, performed legal services for Intek Global
and its subsidiaries during fiscal 1998. As of December 31, 1998, for
services rendered in fiscal 1998, the Company paid Kelly & Povich, P.C.
$170,000.
Wareham Associates, Inc., of which Mr. Wareham is the Chief
Executive Officer, provided executive recruiting and management consulting
services to Intek Global. Mr. Wareham is a member of Intek Global's Board of
Directors. During fiscal 1998, Intek Global paid Wareham Associates, Inc.
$249,000.
During the fourth quarter of fiscal 1998, Intek Global sold its
non-core, U.K.-based land mobile radio distribution and maintenance assets to
Securicor Information Systems Limited, a subsidiary of Securicor
Communications. The sale price for these assets was $8.5 million resulting in
a gain of $3.1 million. The sales price is subject to a post closing
adjustment up to 500,000 pounds equaling approximately $800,000 depending on
certain circumstances.
9
<PAGE>
Securicor Radiocoms Limited, a wholly owned subsidiary of Intek
Global, sells its products to Securicor Communications. In fiscal year 1998,
revenues from such sales were $3.2 million.
THE EXECUTIVE OFFICERS
These are the biographies of Intek Global's current executive
officers, except for Mr. Shiver, the Chief Executive Officer, whose biography
is included below at page 19 under Proposal 1, "Elect Eight Directors."
<TABLE>
<S> <C>
Robert M. Hardy PRESIDENT, U.S. OPERATIONS. Mr. Hardy has been the
Age 56 President of U.S. Operations of Intek Global since July
1998. Mr. Hardy served as the interim Vice President
and Chief Operating Officer of ADE Corporation from
September 1996 until March 1998. Mr. Hardy served as
interim Vice President and Chief Operating Officer of
Beechwood Data Corporation from August 1994 until April
1996 and was interim Senior Vice President and Chief
Operating Officer of Pavco International from March
1993 until June 1994.
Louis J. Monari VICE PRESIDENT - ADMINISTRATION. Louis J. Monari
Age 48 became Vice President-Administration in December 1997.
From 1994 until he joined Intek Global, Mr. Monari was
Vice President and General Manager of a subsidiary of
Digital Solutions, Inc. From 1988 to 1994, Mr. Monari
was co-founder and President of Holgate Associates,
Inc., a management consulting firm. Prior to 1988, Mr.
Monari spent 16 years in various management positions
with Nabisco, Inc., including 7 years in international
operations.
David Neibert EXECUTIVE VICE PRESIDENT. Mr. Neibert has been an
Age 43 Executive Vice President of Intek Global since
September 1996. Mr. Neibert was a director (from 1992
until April 1997) and was the President (from June 1993
until September 1994) of Roamer One Holdings, Inc., was
a director of Intek Global from September 1994 until
February 1998 and was the President of Master Marine
Incorporated D.B.A. Seamark Marine Electronics (1987-
1992). Mr. Neibert also was a director of the American
Mobil Telecommunications Association and served as the
Chairman of its 220 MHz Council until July 1996.
George Valenti CHIEF FINANCIAL OFFICER AND VICE PRESIDENT. Mr.
Age 48 Valenti has been the Chief Financial Officer of Intek
Global since August 1998. Mr. Valenti served as Chief
Financial Officer of Energy One, LLC from September
1997 until August 1998. From June 1994 through April
1997, Mr. Valenti was the Vice President-Financial
Services of TRC Environmental Corp. From 1985 to June
1994, Mr. Valenti was the Corporate Controller of
Rochester Telephone Corporation.
</TABLE>
HOW WE COMPENSATE EXECUTIVE OFFICERS
The tables on pages 11 through 13 show salaries and bonuses paid
during the last three years, options granted in fiscal 1998 and fiscal
year-end option values for the Chief Executive Officer and our next four most
highly compensated executive officers.
10
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------------------ ------------------------------------
SECURITIES
RESTRICTED UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) STOCK ($) OPTIONS (#) COMPENSATION ($)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C>
Robert J. Shiver 1998 $300,000 $114,000 -- 1,100,000 --
Chairman, Chief 1997 $ 25,000(1) $ 65,000 -- 20,000 $1,000,000(2)
Executive Officer 1996 -- -- -- -- --
Donald Goeltz 1998 $191,322 $ 36,000 -- 100,000 --
Senior Vice President- 1997 $ 71,111 -- -- 160,000 --
Corporate 1996 -- -- -- -- --
Development(3)
D. Gregg Marston 1998 $124,048 $ 7,500 -- 100,000 --
Interim Chief Financial 1997 $104,518 $ 17,500 -- -- --
Officer and Vice 1996 $105,180 $ 7,500 -- 30,000 --
President-Finance(4)
Louis J. Monari 1998 $118,683 $ 31,852 -- 275,000 --
Vice President - 1997 -- -- -- -- --
Administration(5) 1996 -- -- -- -- --
David Neibert 1998 $171,735 $ 46,368 -- 100,000 --
Executive Vice 1997 $200,405(6) -- -- -- --
President 1996 $153,860 -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Does not include $4,500 Mr. Shiver received as compensation as a director
of Intek Global. Mr. Shiver began his employment with Intek Global on
August 27, 1997.
(2) Reflects 300,000 shares of Intek Global common stock issued to Mr. Shiver
pursuant to his employment agreement. If the fair market value of such
stock is less than $1,000,000 on December 31, 1998, Intek Global will pay
Mr. Shiver the difference in cash or Intek Global common stock, at Mr.
Shiver's option. Mr. Shiver elected to receive the difference in cash in
an amount equal to $643,750 which was paid in fiscal 1999.
(3) Mr. Goeltz resigned from Intek Global effective November 16, 1998.
(4) Mr. Marston resigned from Intek Global effective December 31, 1998.
(5) Mr. Monari began his employment with Intek Global on December 8, 1997.
(6) Does not include $7,000 Mr. Neibert received as compensation as a director
of Intek Global.
11
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS OPTIONS GRANTED TO EXERCISE PRICE GRANT DATE PRESENT
NAME GRANTED (#) EMPLOYEES ($/SH) EXPIRATION DATE VALUE ($)(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Robert J. Shiver 800,000(2) 22.5% $1.97 9/08/07 $1,162,400
300,000(3) 8.4% $2.50 3/12/08 $754,350
Donald Goeltz 100,000(4) 2.8% $2.50 3/12/08 $251,450
D. Gregg Marston 100,000(5) 2.8% $2.50 3/12/08 $251,450
Louis J. Monari 275,000(6) 7.7% $2.50 3/12/08 $691,488
David Neibert 100,000(7) 2.8% $2.50 3/12/08 $251,450
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) We calculated the values using the Black-Scholes stock option pricing model
under which we made the following assumptions: volatility of 98.4%,
risk-free rate of return of 5.64%, dividend yield of 0% and an expected
life of 4.8 years. We did not adjust the model for non-transferability,
risk of forfeiture, or vesting restrictions. The actual value (IF ANY) an
executive officer receives from a stock option will depend upon the amount
by which the market price of the Intek Global common stock exceeds the
exercise price of the option on the date of exercise. There can be no
assurance that the amount stated as "grant date present value" will
actually be realized.
(2) Exercisable 20% per year beginning on August 27, 1998 and on each of the
first four anniversary dates thereafter.
(3) Exercisable 50% per year beginning on January 1, 2000 and on the first
anniversary date thereafter.
(4) Exercisable 20% per year beginning on March 12, 1999 and on each of the
first four anniversary dates thereafter.
(5) Exercisable 20% per year beginning on March 12, 1999 and on each of the
first four anniversary dates thereafter.
(6) 55,000 shares exercisable on March 12, 1998 and on each of the first four
anniversary dates commencing on December 8, 1998.
(7) Exercisable 20% per year beginning on March 12, 1999 and on each of the
first four anniversary dates thereafter.
12
<PAGE>
1998 FISCAL
YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
NUMBER OF SECURITIES UNDERLYING UNEXERCISED
OPTIONS HELD AT SEPTEMBER 30, 1998
-----------------------------------------------
NAME EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------
<S> <C> <C>
Robert J. Shiver 180,000 940,000
Donald Goeltz 73,333(2) 186,667
D. Gregg Marston 50,000 80,000
Louis J. Monari 110,000 165,000
David Neibert 40,000(3) 80,000
- -----------------------------------------------------------------------------
</TABLE>
(1) No options listed are currently in-the-money.
(2) Of the 73,333 shares, 20,000 are exercisable within 60 days of February 10,
1999.
(3) Of the 40,000 shares, 20,000 are exercisable within 60 days of February 10,
1999.
EMPLOYMENT AGREEMENT WITH CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Intek Global's employment agreement with Mr. Shiver provides that
he will serve as the Chairman of the Board of Directors and Chief Executive
Officer. The agreement has a two-year term unless earlier terminated by
Intek Global or Mr. Shiver. Such term automatically renews for one year,
unless Intek Global or Mr. Shiver gives notice of its or his desire not to so
renew. Mr. Shiver receives a base salary of $300,000 per annum subject to
annual increases for cost of living adjustments and participates in bonus
arrangements under which he is eligible to earn an annual bonus equal to a
maximum of 40% of his annual salary based on Intek Global's achieving certain
performance goals to be established by the Board of Directors. Mr. Shiver
also received a commencement bonus of $65,000.
Mr. Shiver is entitled to participate in Intek Global's applicable
long-term incentive compensation plan and was granted 300,000 shares (the
"Restricted Stock") of Intek Global common stock. In the event that on
December 31, 1998, at which time any restrictions will be lifted, the Fair
Market Value (as defined in Mr. Shiver's employment agreement) of the
Restricted Stock is less than $1,000,000, Intek Global has agreed to pay Mr.
Shiver a sum equal to the difference between $1,000,000 and such Fair Market
Value. Such payment is due on or before February 28, 1999 and is payable at
Mr. Shiver's option in cash or Intek Global common stock, or a combination of
both. Mr. Shiver elected to receive the difference in cash in an amount equal
to $643,750. Under the terms of Mr. Shiver's employment agreement, Mr.
Shiver also has an option to purchase 800,000 shares of Intek Global common
stock, which option will vest over a five-year period, and which option the
Committee granted at an exercise price of $1.97 per share under the 1997
Performance and Equity Incentive Plan.
13
<PAGE>
If Mr. Shiver's employment is terminated other than for cause, or
if he resigns for good reason, Mr. Shiver is entitled to:
- his base salary earned but not paid to the date of the
termination of his employment;
- all annual incentive compensation awards with respect to any year
prior to the year of the termination of Mr. Shiver's employment
which have been earned but not paid;
- an amount equal to Mr. Shiver's base salary with respect to a
period equal to 18 months;
- a pro rata annual incentive compensation award for the year in
which Mr. Shiver's employment terminates;
- exercise the exercisable portion of the options held by Mr.
Shiver as of the date of the termination of his employment until
the earlier of (i) the end of the 90-day period following the
date his employment is terminated and (ii) the date the options
would otherwise expire;
- 100% of the unexercisable portion of the options as of the date
his employment is terminated which shall become exercisable
immediately until the earlier of (i) the end of the 90-day period
following the date his employment is terminated and (ii) the date
the options would otherwise expire;
- any other amounts earned, accrued or owing to Mr. Shiver as set
forth in his employment agreement;
- continued participation, as if he were still an employee, in
Intek Global's medical, dental, hospitalization and life
insurance plans, programs and/or arrangements and in other
employee benefit plans, programs and/or arrangements in which he
was participating on the date of the termination of his
employment until the earlier of:
-- the end of the 18-month period following the date Mr.
Shiver's employment is terminated; and
-- the date, or dates, Mr. Shiver receives equivalent coverage
and benefits under the plans, programs and/or arrangements
of a subsequent employer (such coverage and benefits to be
determined on a coverage-by-coverage or benefit-by-benefit
basis); and
- such other or additional benefits, if any, as are provided under
applicable plans, programs and/or arrangements of Intek Global.
Upon a change-in-control, any unexercisable options granted
pursuant to Mr. Shiver's employment agreement become exercisable. Mr. Shiver
is subject to restrictions prohibiting him from (i) engaging in competition
with Intek Global or any of our subsidiaries for a period commencing on
August 27, 1997 and ending on the later of August 27, 1999 or one (1) year
after the end of Mr. Shiver's employment
14
<PAGE>
with Intek Global, and (ii) divulging any confidential or proprietary
information he obtained while he was our employee for a period covering the
term of employment and thereafter.
EMPLOYMENT AGREEMENTS WITH CERTAIN EXECUTIVE OFFICERS
As of July 15, 1998, Intek Global entered into an employment
agreement with Robert M. Hardy, pursuant to which Mr. Hardy agreed to serve
as President of U.S. operations of Intek Global until July 15, 2000, with an
automatic one-year renewal. Under the terms of the agreement, Mr. Hardy is
entitled to an annualized base salary of $225,000, and is entitled to
participate in Intek Global's applicable annual incentive compensation and
long-term incentive compensation plans. Under the terms of Mr. Hardy's
employment agreement, Mr. Hardy also is entitled to and has been granted an
option to purchase 250,000 shares of Intek Global common stock, which option
will vest over a five-year period. If Mr. Hardy's employment is terminated
other than for cause, or if he resigns for good reason, Mr. Hardy will
receive benefits substantially similar to those of Mr. Shiver under the same
circumstances. Finally, Mr. Hardy also is subject to restrictions
prohibiting him from (i) engaging in competition with Intek Global or any of
our subsidiaries for a period commencing on July 15, 1998 and ending one (1)
year after the end of Mr. Hardy's employment with Intek Global, and (ii)
divulging any confidential or proprietary information he obtained while he
was our employee for a period covering the term of employment and thereafter.
As of April 27, 1998, Intek Global entered into an employment
agreement with Louis J. Monari pursuant to which Mr. Monari agreed to serve
as Vice President-Administration of Intek Global until December 8, 1999, with
an automatic one-year renewal. Under the terms of the agreement, Mr. Monari
is entitled to an annualized base salary of $145,000, and is entitled to
participate in Intek Global's applicable annual incentive compensation and
long-term incentive compensation plans. Under the terms of Mr. Monari's
employment agreement, Mr. Monari also is entitled to and has been granted an
option to purchase 275,000 shares of Intek Global common stock, which option
will vest over a four-year period. If Mr. Monari's employment is terminated
other than for cause, or if he resigns for good reason, Mr. Monari will
receive benefits substantially similar to those of Mr. Shiver under the same
circumstances. Finally, Mr. Monari also is subject to restrictions
prohibiting him from (i) engaging in competition with Intek Global or any of
our subsidiaries for a period commencing on December 8, 1997 and ending one
(1) year after the end of Mr. Monari's employment with Intek Global, and (ii)
divulging any confidential or proprietary information he obtained while he
was our employee for a period covering the term of employment and thereafter.
Intek Global has entered into an employment agreement with George
A. Valenti dated as of August 27, 1998, pursuant to which Mr. Valenti agreed
to serve as Chief Financial Officer of Intek Global until August 3, 2000,
with an automatic one-year renewal. Under the terms of the agreement, Mr.
Valenti is entitled to an annualized base salary of $180,000, and is entitled
to participate in Intek Global's applicable annual incentive compensation and
long-term incentive compensation plans. Under the terms of Mr. Valenti's
employment agreement, Mr. Valenti also is entitled to and has been granted an
option to purchase 250,000 shares of Intek Global common stock, which option
will vest over a five-year period. If Mr. Valenti's employment is terminated
other than for cause, or if he resigns for good reason, Mr. Valenti will
receive benefits substantially similar to those of Mr. Shiver under the same
circumstances. Finally, Mr. Valenti also is subject to restrictions
prohibiting him from (i) engaging in competition with Intek Global or any of
our subsidiaries for a period commencing on August 3, 1998 and ending one (1)
year after the end of Mr. Valenti's employment with Intek Global, and (ii)
divulging any confidential or proprietary information he obtained while he
was our employee for a period covering the term of employment and thereafter.
15
<PAGE>
REPORT ON EXECUTIVE COMPENSATION FOR 1998 BY THE COMPENSATION COMMITTEE
The Compensation Committee of the Board administers Intek Global's
executive compensation program. The Committee has furnished the following
report on executive compensation for 1998:
EXECUTIVE COMPENSATION PHILOSOPHY
The Committee has designed Intek Global's executive compensation
program to support what we believe to be an appropriate relationship between
executive pay and the creation of stockholder value. To emphasize equity
incentives, we link a significant portion of executive compensation to the
market performance of Intek Global common stock. The objectives of our
program are:
- To support a pay-for-performance policy that differentiates bonus
amounts among all executives based on both their individual
performance and the performance of Intek Global;
- To align the interests of executives with the long-term interests
of stockholders through awards whose value over time depends upon
the market value of Intek Global's common stock; and
- To motivate key executives to achieve strategic business
initiatives and to reward them for their achievement.
We compensate our executives through base salary, bonus paid in
cash, and long-term incentive awards (USUALLY GRANTS OF STOCK OPTIONS).
We also provide our executives with employee benefits, such as
health benefits, similar to those typically offered to executives by the
corporations with which we compete for talent. Intek Global has also entered
into employment agreements with certain of our executive officers to provide
for certain payments and other benefits if they are terminated following a
change in control of Intek Global. (These agreements are discussed elsewhere
in this report.)
In 1998, we paid Mr. Shiver, Intek Global's Chief Executive
Officer, in accordance with his employment agreement, $300,000 in salary and
$114,000 as a bonus and we granted to him options to purchase shares of Intek
Global common stock.
DEDUCTIBILITY OF COMPENSATION
As part of the Omnibus Reconciliation Act of 1993, Section 162(m)
was added to the Internal Revenue Code. Section 162(m) limits the deduction
of compensation paid to the chief executive officer and other named executive
officers to the extent the compensation of a particular executive exceeds $1
million, unless such compensation was based upon predetermined quantifiable
performance goals or paid pursuant to a written contract that was in effect
on February 17, 1993.
16
<PAGE>
The Committee will continue to review and modify Intek Global's
compensation practices and programs as necessary to ensure Intek Global's
ability to attract and retain key executives while taking into account the
deductibility of compensation payments. Under the 1988 Stock Incentive Plan,
awards of stock options and performance stock are designed to satisfy the
deductibility requirements of Section 162(m). However, awards under the 1997
Performance and Equity Incentive Plan may not be fully deductible since, in
designing the Plan, the Committee felt it was important to retain flexibility
to reward senior management for extraordinary contributions that cannot
properly be recognized under a predetermined quantitative plan.
The Compensation Committee
Robert B. Kelly
Professor Eli M. Noam
Dated: January 27, 1999
17
<PAGE>
PERFORMANCE GRAPH
The graph below compares the five-year total return to stockholders
(STOCK PRICE APPRECIATION PLUS REINVESTED DIVIDENDS) for Intek Global common
stock with the comparable return of three indexes: The Nasdaq Stock Market,
the Nasdaq Telecommunication Stocks index (which includes wireless
communications companies quoted on The Nasdaq Stock Market) and the Nasdaq
Non-Financial Stocks Index (which includes manufacturing companies that are
quoted on The Nasdaq Stock Market). Points on the graph represent the
performance as of the last business day of each of the years indicated.
COMPARISON OF FIVE-YEAR TOTAL RETURN TO STOCKHOLDER
AMONG INTEK GLOBAL, NASDAQ STOCK MARKET,
NASDAQ TELECOMMUNICATIONS STOCKS AND
NASDAQ NON-FINANCIAL STOCKS
<TABLE>
<CAPTION>
INTEK NASDAQ (US) NASDAQ Telecommunications NASDAQ Non-Financial
------------ ------------ ------------------------- --------------------
Individual Cum Cum Cum
Total Return Total Return Total Return Total Return
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
30-Sep-93 100.000 100.000 100.000 100.000
30-Sep-94 484.966 100.826 92.478 99.448
30-Sep-95 642.580 139.281 110.347 138.625
30-Sep-96 460.718 165.238 114.411 161.818
30-Sep-97 193.986 226.814 155.213 217.295
30-Sep-98 187.973 231.786 203.916 219.974
</TABLE>
INTEK GLOBAL, NASDAQ STOCK MARKET, NASDAQ TELECOMMUNICATIONS STOCKS AND NASDAQ
NON-FINANCIAL STOCKS
Since September 23, 1994, Intek Global redirected its business from
plastics manufacturing to the business of developing and managing 220 MHz SMR
(specialized mobile radio) Systems in the U.S. By May 15, 1995, Intek Global
sold substantially all of its assets relating to the plastics business. The
Nasdaq Non-Financial Stock Index (which includes manufacturing companies) is
used as a meaningful index against which to measure Intek Global's
performance prior to September 1994 since Intek Global was a plastics
manufacturing company. The Nasdaq Telecommunication Stocks Index is a
meaningful index against which to measure Intek Global's performance since
September 1994 when it redirected its business into the telecommunications
industry. As of September 30, 1998, a $100 investment made in September,
1994 would have increased to $203.92 if invested in the Nasdaq
Telecommunications Stock Index, and $187.97 if invested in Intek Global.
<PAGE>
DISCUSSION OF PROPOSALS RECOMMENDED BY THE BOARD
PROPOSAL 1: ELECT EIGHT DIRECTORS
The Board has nominated eight directors for election at the Annual
Meeting. Each nominee is currently serving as one of our directors. If you
re-elect them, they will hold office until the next annual meeting or until
their successors have been elected or until they resign.
We know of no reason why any nominee may be unable to serve as a
director. If any nominee is unable to serve, your proxy may vote for another
nominee proposed by the Board, or the Board may reduce the number of
directors to be elected. If any director resigns, dies or is otherwise
unable to serve out his term, or the Board increases the number of directors,
the Board may fill the vacancy until the next annual meeting.
<TABLE>
<CAPTION>
NOMINEES
<S> <C>
Robert J. Shiver CHAIRMAN AND CHIEF EXECUTIVE OFFICER, INTEK GLOBAL.
Age 44 Mr. Shiver has been the Chairman of the Board and Chief
Director since 1997 Executive Officer of Intek Global since August 1997.
Mr. Shiver has been a member of Intek Global's
Nominating Committee since January 20, 1998. From 1994
until August 1997, Mr. Shiver served as Chief Executive
Officer and a director of Centennial Security Holdings,
Inc. and Centennial Security, Inc., a large provider of
security systems and services in North America. Mr.
Shiver, since 1992, also has served as Chairman and
director of BDC Holdings, Inc.
Dean Howard Frank DEAN, ROBERT H. SMITH SCHOOL OF BUSINESS, UNIVERSITY OF
Age 57 MARYLAND, COLLEGE PARK. Dean Frank has served as the
Director since 1998 Dean of the Robert H. Smith School of Business since
September 1997. Dean Frank was a Senior Fellow at the
Wharton School of Business, University of Pennsylvania
from August 1993 until August 1997. As a Senior
Fellow, Dean Frank was on loan to the Defense Advanced
Research Projects Agency where he served as Director of
the Information Technology Office. Dean Frank is also
a partner in Howard Frank Associates. Dean Frank has
been a member of Intek Global's Audit Committee since
August 4, 1998 and serves as the Chairman of that
Committee.
Robert B. Kelly PARTNER, SQUIRE, SANDERS & DEMPSEY, L.L.P. Mr. Kelly
Age 42 has been a partner in the Washington, D.C. law firm of
Director since 1996 Squire, Sanders & Dempsey, L.L.P. since May 1998. Mr.
Kelly was a principal in the Washington, D.C. law firm
of Kelly & Povich, P.C. since its formation in October
1994 until May 1998. Mr. Kelly was a partner in the
Washington, D.C. firm of Piper & Marbury from January
1989 to March 1992, was a sole practitioner from March
1992 to February 1993 and was a principal in the firm
of Kelly, Hunter, Mow & Povich, P.C. from February 1993
to October 1994. Mr. Kelly is also a director of
Axiom, Inc. Securicor plc has agreed to indemnify Mr.
Kelly for certain liabilities arising out of his duties
as a director of Intek Global. Mr. Kelly has been a
member of Intek Global's Compensation Committee since
January 20, 1998, and a member of Intek Global's Audit
Committee since January 16, 1997.
<PAGE>
Professor Eli M. Noam PROFESSOR, COLUMBIA UNIVERSITY. Professor Noam is a
Age 52 Professor of Finance and Economics, and Director of the
Director since 1998 Columbia Institute for Tele-Information at the Columbia
Business School, Columbia University. He has served as
a Professor since 1976. Professor Noam has been a
member of Intek Global's Compensation Committee since
August 4, 1998.
John Wareham CHIEF EXECUTIVE OFFICER, WAREHAM ASSOCIATES, INC. Mr.
Age 59 Wareham is the founder and Chief Executive Officer of
Director since 1998 Wareham Associates, Inc., a human resources consulting
firm. Mr. Wareham founded the organization
approximately 30 years ago.
Steven L. Wasserman PARTNER, KOHRMAN, JACKSON & KRANTZ, P.L.L.
Age 45 Mr. Wasserman has been the Secretary of Intek Global
Director since 1994 since September 1994. Mr. Wasserman is a member of
Intek Global's Audit Committee. Mr. Wasserman is an
attorney and a partner of the law firm of Kohrman
Jackson & Krantz, P.L.L., Cleveland, Ohio, since 1994.
From 1983 to 1994, Mr. Wasserman was a shareholder and
officer of Honohan, Harwood, Chernett & Wasserman Co.
LPA, Cleveland, Ohio. Mr. Wasserman also is a director
of SecurFone America, Inc., a prepaid cellular and
network service provider. He is a member of the State
bars of Ohio and Florida.
Roger Wiggs CHIEF EXECUTIVE, SECURICOR PLC. Mr. Wiggs is a
Age 59 solicitor and is the Chief Executive of Securicor plc.
Director since 1997 Mr. Wiggs has been a member of Intek Global's
Nominating Committee since January 20, 1998. Mr. Wiggs
was appointed Director for Overseas Operations of
Securicor Limited in 1974 and subsequently Managing
Director of Securicor International Limited. In 1977,
Mr. Wiggs was appointed to the Board of Directors of
Securicor Group plc and Security Services plc. In
1985, Mr. Wiggs was elected Deputy Group Chief
Executive; in 1988, was elected Group Chief Executive;
and in 1996, when Securicor plc was formed, Securicor
plc Chief Executive. Mr. Wiggs is also a director of
Cellnet Group Limited and a non-executive Director of
BSM Group plc and The Crown Agents Foundation.
Michael G. Wilkinson FINANCIAL DIRECTOR, SECURICOR COMMUNICATIONS LIMITED.
Age 48 Mr. Wilkinson has served as Financial Director of
Director since 1997 Securicor Communications Limited since 1992.
Mr. Wilkinson has been a member of Intek Global's Audit
Committee since January 20, 1998.
</TABLE>
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF ALL EIGHT NOMINEES FOR
DIRECTOR.
<PAGE>
PROPOSAL 2: RATIFY SELECTION OF INDEPENDENT AUDITORS FOR 1999
We are asking you to ratify the Board's selection of Arthur
Andersen LLP, certified public accountants, as independent auditors for 1999.
The Audit Committee recommended the selection of Arthur Andersen to the
Board. Arthur Andersen has served as the independent auditors of Intek
Global since 1993.
A representative of Arthur Andersen will attend the Annual Meeting
to answer your questions.
We are submitting this proposal to you because the Board believes
that such action follows sound corporate practice. If you do not ratify the
selection of independent auditors, the Board will consider it a direction to
consider selecting other auditors for next year. However, even if you ratify
the selection, the Board may still appoint new independent auditors at any
time during the year if it believes that such a change would be in the best
interests of Intek Global and our stockholders.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE SELECTION OF
ARTHUR ANDERSEN AS INDEPENDENT AUDITORS FOR 1999.
<PAGE>
INFORMATION ABOUT STOCKHOLDER PROPOSALS
If you wish to submit proposals to be included in our 2000 proxy
statement, we must receive them, in a form which complies with the applicable
securities laws, on or before October 14, 1999. In addition, in the event a
stockholder proposal is not submitted to us prior to December 28, 1999, the
proxy to be solicited by the Board of Directors for the 2000 Annual Meeting
will confer authority on the holders of the proxy to vote the shares in
accordance with their best judgment and discretion if the proposal is
presented at the 2000 Annual Meeting without any discussion of the proposal
in the proxy statement for such meeting. Please address your proposals to:
Intek Global Corporation, 99 Park Avenue, 18th Floor, New York, New York
10016.
By order of the Board of Directors,
/s/ Steven L. Wasserman
Steven L. Wasserman
SECRETARY
February 11, 1999
<PAGE>
INTEK GLOBAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON FEBRUARY 25, 1999
The undersigned hereby appoints Robert J. Shiver and Steven L.
Wasserman, and each of them, proxies, with power of substitution, to vote all
shares of Common Stock of Intek Global Corporation which the undersigned is
entitled to vote at the Annual Meeting of Stockholders to be held on
Thursday, February 25, 1999, at 10:00 a.m., local time, at Intek Global USA,
Inc., Kansas City, Missouri, and at any adjournments of the Annual Meeting.
The proxies have the authority to vote as directed on the reverse side of
this card with the same effect as though the undersigned were present in
person and voting. The proxies are further authorized in their discretion to
vote upon such other business as may properly come before the Annual Meeting
and any adjournments of the Annual Meeting. The undersigned revokes all
proxies previously given to vote at the Annual Meeting.
PLEASE INDICATE ON THE REVERSE SIDE OF THIS PROXY CARD HOW YOU WISH YOUR
SHARES TO BE VOTED. UNLESS YOU INDICATE OTHERWISE, YOUR PROXY WILL VOTE
"FOR" ALL OF THE PROPOSALS ON THE REVERSE SIDE OF THIS CARD. WE CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN, DATE AND RETURN THIS CARD.
(IMPORTANT - PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE OF THIS CARD)
<PAGE>
/X/ Please mark your
vote as in
this example.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS YOU DIRECT. IF YOU GIVE
NO DIRECTION, WE WILL VOTE YOUR SHARES OF COMMON STOCK "FOR" ALL PROPOSALS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" ALL PROPOSALS.
<TABLE>
<CAPTION>
FOR all nominees (except WITHHOLD AUTHORITY
as indicated below) to vote for all nominees
<S> <C>
1. Elect Eight Directors. / / / /
THE NOMINEES ARE: Howard Frank, Robert B. Kelly, Eli M. Noam, Robert J. Shiver,
John Wareham, Steven L. Wasserman, Roger Wiggs, and Michael G. Wilkinson.
(To withhold authority to vote for any individual nominee, write that
nominee's name below)
__________________________________________
2. Ratify Selection of FOR AGAINST ABSTAIN
Arthur Andersen LLP as / / / / / /
independent auditors for 1999
</TABLE>
Signature(s) Date
--------------------------------------- ---------------
IMPORTANT: Please sign EXACTLY as your name(s) appears on this proxy card.
Joint owners should each sign. If you are signing as an executor,
administrator, trustee, guardian, attorney or corporate officer, please give
your full title.
