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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material under Rule 14a-11(c) or Rule 14a-12
AXCESS INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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[ ] 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.
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AXCESS INC.
3208 Commander Drive
Carrollton, Texas 75006
Telephone: (972) 407-6080
Telecopier: (972) 407-9085
Dear Stockholder:
You recently received a copy of the Proxy Statement dated May 1, 2000 for
the Annual Meeting of Stockholders of AXCESS Inc. to be held on Tuesday, June 6,
2000, at 9:00 a.m., central daylight time. In connection with the final
preparation, printing and mailing of the Proxy Statement, Proposal 5 relating to
the amendment to the AXCESS Inc. 1991 Incentive Stock Option Plan to increase
the number of authorized shares issuable thereunder from 900,000 to 2,000,000
was inadvertently omitted from the Proxy Statement.
Enclosed are corrected pages for inclusion in your copy of the Proxy
Statement. In the event that you have already returned your Proxy Card and wish
to change your vote as a result of this correction, please contact the Company
at (972) 407-6080 and you will be provided with another proxy card. Proxy cards
will also be available at the Annual Meeting.
Sincerely,
/S/ JAMES R. CRAIG
James R. Craig,
Secretary
May 25, 2000
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PROPOSAL 5. Approval of the Option Plan Proposal
The Option Plan Proposal provides for the amendment of the AXCESS Inc. 1991
Incentive Stock Option Plan (the "Option Plan") to increase the number of
authorized shares issuable thereunder from 900,000 to 2,000,000. No change is
being made to the class of employees eligible to participate in the Option Plan
The Board of Directors has approved this amendment. The Option Plan was
established to promote the interests of the Company by ensuring the continuity
of management and increased incentive on the part of officers and executive
employees responsible for major contributions to effective management, through
facilitating their acquisition of an equity interest in the Company on
reasonable terms. A copy of the Option Plan, as proposed to be amended, is
attached to the Proxy Statement as Appendix B and is incorporated herein by
reference.
Summary of 1991 Incentive Stock Option Plan
The following is a summary of the principal features of the Option Plan.
The summary, however, does not purport to be a complete description of all the
provisions of the 1991 Incentive Stock Option Plan.
Administration. The Option Plan is administered by the Compensation
Committee of the Board of Directors. The Compensation Committee consists of not
less than three directors who are not eligible to participate in the Option Plan
while members of the Committee. The Committee has the power to select
optionees, to establish the number of shares and other terms applicable to each
such option, to constitute the provisions of the Option Plan and to adopt rules
and regulations governing the administration of the Option Plan.
Terms of Options. The Option Plan provides for the grant of non-qualified
and incentive stock options to directors who are employees of the Company and to
officers and other key employees of the Company. At April 1, 2000, there were
approximately 50 such officers or other employees eligible to receive option
grants in the future. In all cases, the Company will select optionees based on
the optionee's demonstrated ability to contribute substantially to the effective
management of the Company. Options granted under the Option Plan expire ten
years after the date of grant. The Option Plan became effective May 29, 1991.
Each option is evidenced by a stock option agreement between the Company and the
optionee. Options will not be granted to any individual who, immediately after
such option is granted, is considered to own stock possessing more than 10% of
the combined voting power of all classes of stock of the Company or any of its
subsidiaries within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Internal Revenue Code").
Exercise of the Options. The Committee will establish the time or times
within the option period when the stock option may be exercised in whole or in
such parts as may be specified from time to time by the Committee.
Option Price. The option price per share for each stock option shall be
determined by the Committee and shall not be less than the fair market value on
the date the option is granted. The fair market value shall be determined as
prescribed by the Internal Revenue Code and Regulations.
Non-transferability of Options. Options granted under the Option Plan are
non-transferable by the optionee, other than by will or the laws of descent and
distribution, and are exercisable during the option's lifetime only by the
optionee.
Adjustments In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation, rights
offering or any other change in the corporate structure of the Company, the
Board of Directors shall make such adjustment as it may deem required in the
number and kind of shares authorized by and for the Option Plan, in the number
and kind of shares covered by the options granted, and in the option price.
Required Affirmative Vote
The affirmative vote of a majority of the outstanding voting power of the
Voting Common Stock and Voting Preferred Stock, voting together as a single
class, which are represented and entitled to vote at the annual meeting is
required to adopt the Option Plan Proposal.
THE BOARD OF DIRECTORS BELIEVES THAT THE PROPOSAL IS IN THE BEST INTEREST
OF THE COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR APPROVALOF THE OPTION PLAN PROPOSAL.
