<PAGE>
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 [ ]
Filed by a Party other than the Registrant [ x ]
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
SATELLITE INFORMATION SYSTEMS COMPANY
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Neuman & Cobb, 1507 Pine Street, Boulder, Colorado 80302
---------------------------------------------------------
(Name of Person Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies: _____
2) Aggregate number of securities to which transaction 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>
<PAGE>
SATELLITE INFORMATION SYSTEMS COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 13, 1997
The Annual Meeting of Shareholders of Satellite Information Systems Company
("SISCOM" or the "Company") will be held at 7464 Arapahoe Avenue, Suite B-17,
Boulder, Colorado 80303, on January 13, 1997 at 11:00 o'clock a.m. Mountain
Standard Time, for the purpose of considering and voting upon the following:
1. To elect five (5) Directors to serve until the next Annual Meeting of
Shareholders or until their successors have been duly elected and
qualified.
2. To increase the number of shares which may be issued pursuant to the
exercise of options granted under the Company's 1994 Stock Incentive
Plan by an additional 500,000 shares.
3. To approve and adopt an amendment to the Company's Articles of
Incorporation changing its name to "SISCOM, Inc."
4. Any other matters properly brought before said meeting or any
adjournment thereof.
Information relating to the above matters is set forth in the accompanying
Proxy Statement. Only holders of outstanding shares of SISCOM common stock of
record at the close of business on December 6, 1997 will be entitled to vote at
the meeting or any adjournment thereof.
A copy of the Company's Annual Report to Shareholders, including financial
statements for the year ended June 30, 1996, will be mailed to shareholders
concurrently with the mailing of the Proxy Statement.
Shareholders are cordially invited to attend the meeting in person.
<PAGE>
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, IT WOULD BE
APPRECIATED IF YOU WOULD PROMPTLY FILL IN, SIGN AND DATE THE ENCLOSED PROXY
STATEMENT AND RETURN IT IN THE ENCLOSED STAMPED ENVELOPE. ANY PROXY MAY BE
REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE MAILED OR DELIVERED TO
THE SECRETARY, BY RECEIPT OF A PROXY PROPERLY SIGNED AND DATED SUBSEQUENT TO AN
EARLIER PROXY, AND BY REVOCATION OF A WRITTEN PROXY BY REQUEST IN PERSON AT THE
ANNUAL MEETING OF SHAREHOLDERS. IF NOT SO REVOKED, THE SHARES REPRESENTED BY
THE PROXY WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTION ON THE PROXY FORM.
SATELLITE INFORMATION SYSTEMS COMPANY
-------------------------------
Robert D.S. Turner, Secretary
<PAGE>
<PAGE>
SATELLITE INFORMATION SYSTEMS COMPANY
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished to the Shareholders of Satellite
Information Systems Company (respectively, the "Shareholders" and the "Company"
or "SISCOM") in connection with the solicitation by the Company of proxies to
be used at the Annual Meeting of Shareholders on January 13, 1997 (the
"Meeting"), at the time, place and for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders and at any adjournment
thereof. When the accompanying proxy is properly executed and returned, the
shares of common stock it represents will be voted at the Meeting and, where a
choice has been specified on a proxy, will be voted in accordance with such
specification. If no choice is specified on a proxy, the shares it represents
will be voted FOR the election of five (5) Directors of the Company, FOR the
proposal of the Company's Board of Directors to increase the number of shares
which may be issued pursuant to the exercise of options granted under the
Company's 1994 Stock Incentive Plan ("1994 Plan") by an additional 500,000
shares, FOR the approval and adoption of an amendment to the Company's Articles
of Incorporation changing its name to "SISCOM, Inc.", and according to the
judgment of the persons named in the enclosed proxies as to any other action
which may properly come before the Meeting or any adjournment thereof.
ANY PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY WRITTEN NOTICE
MAILED OR DELIVERED TO THE SECRETARY, BY RECEIPT OF A PROXY PROPERLY SIGNED AND
DATED SUBSEQUENT TO AN EARLIER PROXY, AND BY REVOCATION OF A WRITTEN PROXY BY
REQUEST IN PERSON AT THE ANNUAL MEETING OF SHAREHOLDERS. IF NOT SO REVOKED,
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE PROXY FORM.
This Statement is being mailed on or about December 13, 1996, to
Shareholders eligible to vote at the Meeting. Concurrently with the mailing of
this Statement, the Company is furnishing to Shareholders its Annual Report for
its fiscal year ended June 30, 1996.
The Company is bearing all costs of soliciting proxies, and expressly
reserves the right to solicit proxies otherwise than by mail. The solicitation
of proxies by mail may be followed by telephone, telegraph or other personal
solicitations of certain Shareholders and brokers by one or more of the
Directors or by Officers or employees of the Company. The Company may request
banks and brokers or other similar agents or fiduciaries for the voting
instructions of beneficial owners and reimburse the expenses incurred by such
agents or fiduciaries in obtaining such instructions. As of the date of this
mailing, however, the Company has not made any contracts or arrangements for
such solicitations, hence it cannot identify any parties or estimate the cost
of such solicitation.
Only Shareholders of record as of the close of business on December 6,
1996 (the "Record Date"), will be entitled to vote at the Meeting.
Representation of a majority of the Company's shares of common stock
outstanding on such date, either in person or by proxy, constitutes a quorum
for the Meeting. When a quorum is present, the vote by the holders of a
majority of the shares represented at the Meeting shall decide the proposals to
be voted upon at the Meeting. As of the Record Date, the Company had
outstanding 5,067,687 shares of common stock ("shares"), with each share being
entitled to one vote.
<PAGE>
I. SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS.
The following table sets forth, as of the date of this Proxy Statement,
and as adjusted for the sale of Option Stock, the stock ownership of each
person known by the Company to be the beneficial owner of five (5%) percent or
more of the Company's Common Stock, no par value, all Directors and Officers
individually and all Directors and Officers of the Company as a group. Each
person has sole voting and investment power with respect to the shares shown,
except as noted.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Name & Address -------------------------------
of Beneficial Owner Number Percent (1)
- -------------------------------- --------- -----------
<S> <C> <C>
Michael J. Ellis (2)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 1,187,161 12.6%
C.M. Capital Corporation
525 University Ave., Suite 1500
Palo Alto, California 94301 700,000 7.7%
Steven M. Bathgate (3)(4)
6300 S. Syracuse Way, Suite 430
Englewood, Colorado 80111 720,000 7.6%
Eugene C. McColley (4)(5)
6300 S. Syracuse Way, Suite 430
Englewood, Colorado 80111 540,000 5.8%
Robert D.S. Turner (6)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 143,667 1.6%
Mark S. Boledovich (7)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 304,167 3.3%
Maxim C.W. Webb (8)
875 Prospect Street, Suite 301
La Jolla, California 92037 4,000,000 44.1%
John R. Hart (8)
875 Prospect Street, Suite 301
La Jolla, California 92037 4,000,000 44.1%
All Officers and Directors
as a Group (5 Persons) 5,634,995 58.7%
- ---------------
(1) Shares not outstanding but beneficially owned by virtue of the
individuals' right to acquire them as of the date of this Proxy Statement,
or within sixty (60) days of such date, are treated as outstanding when
determining the percent of the class owned by such individual and when
determining the percent of the class owned by the group.
<PAGE>
(2) Includes Incentive Stock Options exercisable to acquire up to 333,333
shares and 50,000 shares of the Registrant's Common Stock at exercise
prices of $.22 and $.374 per share respectively. Does not include
Incentive Stock Options exercisable to acquire up to 500,000 shares and
100,000 shares of the Registrant's Common Stock at an exercise price of
$.22 and $.374 per share respectively, which are subject to future
vesting.
(3) Includes 40,000 shares of Common Stock and Common Stock Purchase Warrants
exercisable to acquire up to 40,000 shares of Common Stock at $1.00 per
share held of record by the Bathgate Family Partnership, of which Mr.
Bathgate is a general partner, and, as such would be deemed to exercise
voting and investment control with respect to shares owned by the
Partnership. Also includes 100,000 shares of Common Stock and Common
Stock Purchase Warrants exercisable to acquire up to 100,000 shares of
Common Stock at an exercise price of $1.00 per share held of record by
Margaret Bathgate, Mr. Bathgate's wife, and Common Stock Purchase Warrants
exercisable to acquire up to 100,000 shares of Common Stock at an exercise
price of $1.00 per share held of record by Mr. Bathgate.
(4) Includes 120,000 shares of the Registrant's Common Stock and warrants
exercisable to purchase 120,000 shares of Common Stock beneficially owned
by Kiawah Partners, a Colorado general partnership in which Mr. Bathgate
and Mr. McColley are each 50% general partners. Mr. Bathgate and Mr.
McColley each disclaim beneficial ownership of 60,000 shares of Common
Stock and warrants exercisable to purchase 60,000 additional shares of
Common Stock owned by Kiawah Partners for purposes of Section 16 of the
Securities Exchange Act of 1934, as amended.
(5) Includes Common Stock Purchase Warrants exercisable to acquire up to
150,000 shares of Common Stock at an exercise price of $1.00 per share.
(6) Includes Incentive Stock Options exercisable to acquire up to 16,667
shares and 27,000 shares of the Registrant's Common Stock at exercise
prices of $.20 and $.34 per share respectively. Does not include
Incentive Stock Options exercisable to acquire up to 25,000 and 54,000
shares of the Registrant's Common Stock at an exercise price of $.20 and
$.34 per share respectively, which are subject to future vesting.
(7) Includes Incentive Stock Options exercisable to acquire up to 66,667
shares and 37,500 shares of the Registrant's Common Stock at exercise
prices of $.20 and $.34 per share respectively. Does not include
Incentive Stock Options exercisable to acquire up to 100,000 and 75,000
shares of the Registrant's Common Stock at an exercise price of $.20 and
$.34 per share respectively, which are subject to future vesting.
(8) Consists of 4,000,000 shares of the Company's Convertible Preferred Stock
beneficially owned by Global Equity Corporation, a Canadian corporation
("Global"). Messrs. Webb and Hart currently serve as executive officers
of Global, and Mr. Hart also serves as a director of Global, and, as such,
both would be deemed to exercise voting and investment control with
respect to the shares of Preferred Stock owned by Global. Messrs. Webb
and Hart each disclaim beneficial ownership of the shares of Preferred
Stock owned by Global for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended.
</TABLE>
<PAGE>
II. ELECTION OF DIRECTORS.
The Directors have voted to nominate five (5) Directors for election to
hold office until the next Annual Meeting of Shareholders and until their
successors are elected and qualified. Each of the following nominees has
consented to be nominated to serve as a Director of the Company. All of the
nominees are currently Directors of the Company.
The Company's Articles of Incorporation expressly prohibit cumulative
voting. Therefore, the holders of a majority of the Company's shares could
elect all of the Directors. It is expected that the proxies received by the
Directors' nominees will be voted, except to the extent that authority is
withheld on any proxy as to all or one or more individuals, to elect as
Directors the following nominees, whose principal occupations during the past
five (5) years, directorships and certain other affiliations and information
are set forth below:
<TABLE>
<CAPTION>
Name Age Position
------------------- --- -------------------------
<S> <C> <C>
Michael J. Ellis 49 Chairman of the Board,
President and CEO
Robert D. S. Turner 56 Director, Secretary and
Director of Marketing
Mark S. Boledovich 43 Director, V.P. of Field
Operations
Maxim C.W. Webb 35 Director
John R. Hart 37 Director
- ---------------
</TABLE>
MICHAEL J. ELLIS.
----------------
Mr. Ellis has been Chairman of the Board, President and Chief
Executive Officer of the Company since February, 1985. Mr. Ellis was a founder
and the President of DI-SYS, Ltd., a wholly owned subsidiary of the Company
from December, 1982 to February, 1985.
ROBERT D.S. TURNER.
------------------
Mr. Turner joined the Company as Director of Marketing in February,
1990. On August 24, 1990, he was elected Secretary of the Company. Prior to
joining SISCOM, from January, 1989 to February, 1990, Mr. Turner had been
Branch Manager of Structural Dynamics Research Corporation, Englewood,
Colorado, a manufacturer of computer software. From February, 1982 to
December, 1988, Mr. Turner was Western Regional Manager - Federal Sales, for
Calma Company, a wholly owned subsidiary of General Electric, engaged in the
design, manufacture and sale of high performance graphic systems.
MARK S. BOLEDOVICH.
------------------
Mr. Boledovich was with DI-SYS, Ltd., a wholly owned subsidiary of
SISCOM, since September, 1984, and became Vice President of Field Operations
for SISCOM in November, 1986. For four (4) years prior to joining the Company,
he was Operations Manger for TENTIME, a computer timesharing service bureau.
<PAGE>
JOHN R. HART.
------------
Mr. Hart was appointed to the Company's Board of Directors in
November, 1996, in conjunction with the Global Equity Corporation transaction
described below. After graduating from Pomona College in 1982 with a B.A.
degree in Economics, he began his investment career with a firm which was a
pioneer in developing computerized analytical systems for portfolio management
and trading. This led to an partnership in the investment banking firm of
Detwiler, Ryan & Company, a partnership that specialized in providing merger
and acquisition advice and institutional portfolio management consultation
services. Mr. Hart is President, CEO, and a Director of PICO Holdings, Inc., a
publicly traded corporation listed on the Nasdaq National Market System, as
well as various subsidiaries of PICO Holdings, Inc.; President, CEO and a
Director of Global Equity Corporation, a publicly traded corporation listed on
the Toronto Stock Exchange and the Montreal Exchange; Director of Resource
America, Inc., a publicly traded corporation listed on the Nasdaq National
Market System; and a Director of PC Quote, Inc., a publicly traded corporation
listed on the American Stock Exchange.
MAXIM C.W. WEBB.
---------------
Mr. Webb was appointed to the Company's Board of Directors in
November, 1996, in conjunction with the Global Equity Corporation transaction.
Mr. Webb currently serves as a Senior Investment Analyst with Global Equity
Corporation (f/k/a The Ondaatje Corporation), a Canadian corporation having its
principal offices in Toronto, Ontario, Canada. Mr. Webb joined Global Equity
Corporation in 1993, and was initially responsible for setting up the Global
Equity Corporation's Asian corporate finance activities. Prior to joining
Global Equity Corporation, he worked for KPMG Peat Marwick in its London and
Toronto offices with responsibilities for managing a variety of client merger
and acquisition, corporate disposal and due diligence assignments. Mr. Webb
graduated with a degree in Zoology from London University in 1982 and qualified
as a Chartered Accountant in 1987.
Each Director will be elected to serve until the next Annual Meeting of
Shareholders in 1997 or until a successor is duly elected and qualified.
During the fiscal year ended June 30, 1996 ("fiscal 1996"), five (5)
meetings of the Board of Directors were held, including regularly scheduled and
special meetings. All incumbent directors attended at least 75% of the Board
meetings. Outside Directors were reimbursed their expenses associated with
attendance at such meetings or otherwise incurred in connection with the
discharge of their duties as a Director. Additionally, in consideration of
their agreement to serve as members of the Company's Board of Directors during
fiscal 1996, two (2) former Board members were each given non-qualified stock
options exercisable to purchase 25,000 shares of Common Stock at an exercise
price of $.34 per share. Other than the foregoing, during the fiscal year
ended June 30, 1996, no director received any additional compensation or
remuneration in connection with his services as a member of the Company's Board
of Directors.
<PAGE>
During the fiscal year ended June 30, 1996, the Company did not have
standing Audit, Compensation or Nominating Committees of the Board of
Directors. However, during fiscal 1997, the Company plans to form Audit and
Compensation Committees of the Board of Directors. No member of the Audit
Committee will receive any additional compensation for his service as a member
of that Committee. The Audit Committee will be responsible for providing
assurance that financial disclosures made by Management reasonably portray the
Company's financial condition, results of operations, plan and long-term
commitments. To accomplish this, the Audit Committee will oversee the external
audit coverage, including the annual nomination of the independent public
accountants, review accounting policies and policy decisions, review the
financial statements, including interim financial statements and annual
financial statements, together with auditor's opinions, inquire about the
existence and substance of any significant accounting accruals, reserves or
estimates made by Management, review with Management the Management's
Discussion and Analysis section of the Annual Report, review the letter of
Management Representations given to the independent public accountants, meet
privately with the independent public accountants to discuss all pertinent
matters, and report regularly to the Board of Directors regarding its
activities.
No member of the Compensation Committee will receive any additional
compensation for his service as a member of that Committee. The Compensation
Committee will be responsible for reviewing pertinent data and making
recommendations with respect to compensation standards for the executive
officers, including the President and Chief Executive Officer, establishing
guidelines and making recommendations for the implementation of Management
incentive compensation plans, reviewing the performance of the President and
CEO, establishing guidelines and standards for the grant of incentive stock
options to key employees under the Company's Incentive Stock Plan, and
reporting regularly to the Board of Directors with respect to its
recommendations.
The executive officers of the Company are elected annually at the first
meeting of the Company's Board of Directors held after each annual meeting of
Shareholders. Each executive officer will hold office until his successor is
duly elected and qualified, until his resignation or until he is be removed in
the manner provided by the Company's ByLaws.
There were no family relationships among directors, executive officers, or
persons nominated or chosen by the Company to become a director or executive
officer. Likewise, with the exception of the appointment of Messrs. Webb and
Hart to the Board of Directors pursuant to the terms of the agreement with
Global Equity Corporation described below, no other arrangements or
understandings exist between any director or executive officer and any other
person pursuant to which any director or executive officer was elected as such.
None of the foregoing Directors or executive officers has, during the past
five years:
(1) Had any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time;
(2) Been convicted in a criminal proceeding or subject to a pending
criminal proceeding;
(3) Been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities, futures, commodities or
banking activities; and/or
<PAGE>
(4) Been found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
Any transactions between the Company and its officers, directors,
principal shareholders, or other affiliates have been and will be on terms no
less favorable to the Company than could be obtained from unaffiliated third
parties on an arms-length basis and will be approved by a majority of the
Company's independent, outside disinterested directors.
AGREEMENT WITH GLOBAL EQUITY CORPORATION
----------------------------------------
On September 12, 1996, the Company entered into an agreement to sell
4,000,000 shares of newly issued convertible preferred stock (the "Preferred
Shares") to Global Equity Corporation ("Global") for $1,000,000. As part of
the sale of the Preferred Shares, and so long as Global owns any Preferred
Shares, the Company has agreed to take all necessary action to establish the
size of its Board of Directors at five (5) directors and to take all necessary
and appropriate action to elect or appoint to the Company's Board of Directors
two representatives designated by Global. Following consummation of the sale
of the Preferred Shares, Global designated Messrs. Webb and Hart as its
representatives. Messrs. Webb and Hart were thereafter appointed to the
Company's Board of Directors effective November 13, 1996, and have been
nominated to serve as members of the Company's Board of Directors during fiscal
1997. Mr. Webb is currently Senior Investment Analyst for Global, and Mr. Hart
currently serves as Global's President and CEO.
III. LEGAL PROCEEDINGS.
As of the date of this Proxy Statement, there exist no material
proceedings to which any director, officer or affiliate of the Company, any
owner of record or beneficially of more than 5% of any class of voting
securities of the Company, or security holder is a party adverse to the Company
or has a material interest adverse to the Company.
IV. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires any person who owns more than ten percent (10%) of any class of any
equity security which is registered pursuant to Section 12 of the Exchange Act,
or who is a director or an officer of the issuer of such security, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission (the "SEC"). Directors, officers, and greater than ten-percent
shareholders are also required by SEC regulation to furnish the issuer of such
securities with copies of all Section 16(a) reports filed.
Specific due dates for these reports have been established and the Company
is required to report any failure to file by these dates during the last fiscal
year. All of these filing requirements were satisfied by the Company's
directors, officers and 10% holders except for one director whose annual report
was filed one (1) day late. In making these statements, the Company has relied
on the written representation of its directors and officers or copies of the
reports that they have filed with the Commission, with copies to the Company.
<PAGE>
V. EXECUTIVE COMPENSATION.
The following tables and discussion set forth information with respect to
all plan and non-plan compensation awarded to, earned by or paid to the Chief
Executive Officer ("CEO"), and the Company's four (4) most highly compensated
executive officers other than the CEO, for all services rendered in all
capacities to the Company and its subsidiaries for each of the Company's last
three (3) completed fiscal years; provided, however, that no disclosure has
been made for any executive officer, other than the CEO, whose total annual
salary and bonus does not exceed $100,000.
<TABLE>
TABLE 1
SUMMARY COMPENSATION TABLE
<CAPTION>
Long Term Compensation
----------------------------------
Annual Compensation(1) Awards Payouts
-------------------------- --------------------- -------
Other All
Annual Restricted Other
Name and Compen- Stock LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($)(2) ($) SARs ($) ($)
- --------------- ------- -------- ----- --------- ---------- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Ellis 1996 90,000 -0- -0- -0- -0- -0- -0-
Chairman,
President, 1995 90,000 -0- -0- -0- -0- -0- -0-
and CEO
1994 90,000 -0- -0- -0- -0- -0- -0-
- ---------------
(1) All executive officers of the Company participate in the Company's group
health insurance plan. However, no executive officer received perquisites
and other personal benefits which, in the aggregate, exceeds the lesser of
either $50,000 or 10% of the total annual salary and bonus paid during the
respective fiscal years.
</TABLE>
<PAGE>
1985 AND 1988 QUALIFIED AND 1987 NON-QUALIFIED STOCK OPTION PLANS
- -----------------------------------------------------------------
The Company has two (2) qualified stock option plans (the "1985 and 1988
Plans") and a non-qualified stock option plan (the "1987 Plan") for the benefit
of the Company's officers, directors and key employees. Under the 1985 and
1988 Plans, 389,443 shares of the Company's common stock are available for
possible issuance. Under the 1987 Plan 190,000 shares of the Company's common
stock are available for possible issuance. The 1985 Plan expired in November,
1995 and includes 259,443 reserved shares. The 1988 Plan expires in November,
1998 and includes 130,000 reserved shares. Grants under the Plans are to be
issued at the fair market value of the shares on the date of grant. In prior
years, 32,500 options were granted pursuant to the 1987 Plan, all of which
subsequently expired unexercised.
In June, 1993 and June, 1994, the Board of Directors granted non-qualified
stock options to two (2) director/employees and one (former) employee,
exercisable to purchase an aggregate of 300,000 and 50,000 shares of the
Company's Common Stock at exercise prices of $.02 and $.20 per share,
respectively. The options granted to the two (2) director/employees were
exercised during March, 1995. The 50,000 options granted to the former
employee remain unexercised as of the date of the Proxy Statement.
In July, 1994, the Company appointed an outside director to the Company's
Board of Directors at which time the Company granted non-qualified stock
options to this director exercisable to purchase 20,000 shares of common stock
at an exercise price of $.20 per share. The options have a term of five years
and are currently exercisable. As of the date of this Proxy Statement, these
options have not been exercised.
In December, 1994, the Company appointed an outside director to the
Company's Board of Directors at which time the Company granted non-qualified
stock options to this director exercisable to purchase 20,000 shares of common
stock at an exercise price of $.20 per share. The options have a term of five
years and are currently exercisable. As of the date of this Proxy Statement,
these options have not been exercised.
In December, 1994, the Company retained a third party consultant to serve
as a business advisor at which time the Company granted non-qualified stock
options to this individual exercisable to purchase 20,000 shares of common
stock at an exercise price of $.20 per share. The options have a term of five
years and are currently exercisable. As of the date of this Proxy Statement,
these options have not been exercised.
In fiscal 1995, the Company granted non-qualified stock options
exercisable to purchase up to 300,000 shares of common stock at an exercise
price of $.20 per share. Included in these options were options exercisable to
acquire up to 40,000 shares each that were granted to two (2) directors. The
options have a term of five years, and, of these options, approximately 193,000
are currently exercisable, with the balance vesting over the next two (2)
years.
During fiscal 1996, the Company granted non-qualified stock options
exercisable to purchase up to 157,500 shares of common stock at exercise prices
ranging from $.28 to $.50 per share, including options exercisable to acquire
up to 50,000 shares of common stock granted to directors of the Company, and
options exercisable to acquire up to 75,000 shares granted to a former officer
of the Company. All the options have a term of five years and, as of the date
of this Proxy Statement, 142,500 remain exercisable. In July 1996, the Company
authorized the issuance of options exercisable to acquire an additional 120,000
shares at $.34 per share to a consultant, which will expire in July 1999.
<PAGE>
1989 QUALIFIED STOCK PURCHASE PLAN
- ----------------------------------
In 1989, the Company adopted an Employee Qualified Stock Purchase Plan
(the "1989 Plan"). All full time employees of the Company who have completed
six (6) months of employment and own less than five percent (5%) of the
Company's common stock are eligible to participate in the 1989 Plan. The 1989
Plan makes available to eligible employees who elect to participate through
payroll deductions 60,000 shares of the Company's authorized but unissued
shares of common stock. As of the date of this Proxy Statement, 2,000 of these
shares had been purchase under the 1989 Plan. The purchase price of the common
stock purchased under the 1989 Plan is equal to eighty-five percent (85%) of
the average of the high and low trading prices of the Company's common stock on
the first or last business days of a six-month subscription period, whichever
is lower.
1994 STOCK INCENTIVE PLAN
- -------------------------
On October 24, 1994, the Board of Directors of the Company approved and
adopted a Stock Incentive Plan (the "1994 Plan"), subject to shareholder
approval. In October, 1995, the shareholders of the Company ratified and
approved the adoption of the 1994 Plan. Pursuant to the terms of the 1994
Plan, the Company's Board of Directors is authorized to issue options for the
purchase of up to 1,000,000 shares of the Company's Common Stock to officers,
employees, former employees and consultants of the Company and its
subsidiaries. Options granted under the 1994 Plan to eligible participants may
take the form of Incentive Stock Options ("ISOs") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") or options which do not
qualify as ISOs (Non-Qualified Stock Options or "NQSOs"). The exercise price
of an ISO may not be less than 100% of the fair market value of the shares of
the Company's Common Stock (or 110% of the fair market value if granted to a
person who owns 10% or more of the Company's outstanding shares) on the date of
grant. The exercise price of a NQSO may be set by the 1994 Plan Administrator.
The exercise price under any option will be adjusted as provided in the 1994
Plan to reflect stock dividends, splits, other recapitalizations or
reclassifications or changes affecting the number or kind of outstanding
shares. Fair market value of the Company's Common Stock is defined in the 1994
Plan as the closing sale price of the Common Stock on the Philadelphia Exchange
or any securities exchange on which the shares of Common Stock are then listed.
As required by Section 422 of the Code, the aggregate fair market value (as
defined in the Company Stock Incentive Plan) of the Company's Common Stock
(determined as of the date of grant of the ISO) with respect to which ISOs
granted to an employee are exercisable for the first time in any calendar year
may not exceed $100,000. The foregoing limitation does not apply to NQSOs.
Rights to purchase shares of the Company's Common Stock may be offered
under the 1994 Plan at a purchase price to be determined by the Administrator.
The agreements relating to purchase rights may contain such provisions designed
to provide incentive to the grantees as the Administrator may from time to time
determine to be appropriate, including vesting provisions granting to the
Company the right to repurchase the shares subject to a purchase right at the
initial purchase price upon the termination of the employment or services of
the grantee prior to the vesting date or dates provided in the agreement.
Either the Board of Directors (provided that a majority of directors are
"disinterested") can administer the 1994 Plan, or the Board of Directors may
designate a committee comprised of directors meeting certain requirements to
administer the 1994 Plan. The Administrator will decide when and to whom to
make grants, the number of shares to be covered by the grants, the vesting
schedule, the type of awards and the terms and provisions relating to the
exercise of the awards.
<PAGE>
The Administrator may interpret the 1994 Plan and may at any time adopt
such rules and regulations for the 1994 Plan as it deems advisable. The Board
may at any time amend or terminate the 1994 Plan and change its terms and
conditions, except that, without stockholder approval, no such amendment may
(a) increase the maximum number of shares as to which awards may be granted
under the 1994 Plan, except for adjustments to reflect stock dividends or other
recapitalizations affecting the number or kind of outstanding shares, (b)
materially increase the benefits accruing to 1994 Plan participants, or (c)
materially change the requirements as to eligibility for participation in the
1994 Plan.
As of June 30, 1996, incentive stock options to purchase 1,260,000 shares
of Common Stock were outstanding and unexercised, having an average exercise
price of $.266 per share. Included in said options are options granted to
employees of the Company in June 1996, exercisable to purchase, in the
aggregate, 500,000 shares of common stock at exercise prices ranging from $.340
to $.374 per share, including options granted to the Company's President to
purchase 100,000 shares at an exercise price of $.374 per share. As these
grants are in excess of the amount reserved for issuance under the 1994 Plan,
the Board of Directors is proposing that an additional 500,000 shares be
authorized to be issued pursuant to the exercise of options granted under the
1994 Plan (SEE ITEM 6 BELOW). If approval is not obtained, such options will
remain outstanding as non-qualified stock options.
The following table sets forth certain information concerning the exercise
of incentive stock options during the last completed fiscal year by each of the
named executive officers and the fiscal year-end value of unexercised options
on an aggregated basis:
<TABLE>
TABLE 2
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
----------------------------------------------------
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at FY-End (#) at FY-End ($) (1)
Shares Acquired Value Realized Exercisable Exercisable/
Name on Exercise (#) ($) (Unexercisable) Unexercisable
- ---------------- --------------- -------------- --------------- -----------------
<S> <C> <C> <C> <C>
Michael J. Ellis -0- $-0- 383,333/ $65,000(2)
(216,667)
- ---------------
(1) The value of unexercised options is determined by calculating the
difference between the fair market value of the securities underlying the
options at fiscal year end and the exercise price of the options.
</TABLE>
<PAGE>
(2) Mr. Ellis has options exercisable to acquire 500,000 and 100,000 shares of
Common Stock at $.22 and $.374 per share respectively. The fair market
value of the securities underlying Mr. Ellis' options at fiscal year end
was $.35 per share based upon the average of the closing bid and ask
prices of the Common Stock as quoted on the OTC Electronic Bulletin Board.
Accordingly, at fiscal year end, Mr. Ellis' options were worth $0.13 and
$0.00 per share respectively or $65,000 in total.
VI. 1994 STOCK INCENTIVE PLAN - ADDITIONAL SHARES.
The Board of Directors of the Company has determined that, in order to be
able to provide additional incentive to the Company's management employees, it
is in the best interest of the Company and its stockholders that an additional
500,000 shares be authorized to be issued pursuant to the exercise of options
granted under the 1994 Plan. Section XVIII of the Plan, Section 422 of the
Internal Revenue Code and Rule 16b-3 under the Securities Exchange Act of 1934,
as amended, each require that any increase in the aggregate number of shares
which may be issued under the 1994 Plan be approved by a majority of the
stockholders of the Company at a regular or special meeting of the stockholders
called for that purpose.
For the reasons stated above, the Company recommends a vote FOR approval
of the proposal to increase by 500,000 shares the total number of shares which
may be issued pursuant to options granted under the 1994 Plan.
VII. AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION CHANGING THE
COMPANY'S NAME.
The Company was initially incorporated under the laws of the State of
Colorado on September 29, 1982 under the name Stockwatch International, Inc.
The Company changed its name to Satellite Information Systems Corp. on December
10, 1982, and thereafter to Satellite Information Systems Company on March 17,
1983. Notwithstanding the foregoing, the Company is predominately known
throughout the industry as, and primarily does business under the name,
"SISCOM".
Management has proposed that the shareholders of the Company approve and
adopt an amendment to the Company's Articles of Incorporation changing the
Company's name to "SISCOM, Inc.".
CHANGE IN NAME.
--------------
In view of the fact that the Company is known in the industry as, and
primarily does business under the name SISCOM, management believes that it is
appropriate for the Company to amend its Articles of Incorporation, changing
the Company's name to SISCOM, Inc. Management has checked with the Colorado
Secretary of State and has determined that the name "SISCOM, Inc." is
available.
VOTES REQUIRED.
--------------
The approval and adoption of Amended Articles will require the affirmative
vote of a majority of the shares entitled to vote at the Annual Meeting.
<PAGE>
MANAGEMENT RECOMMENDATION.
-------------------------
The Board of Directors has concluded that the proposed Amended Articles
are in the best interest of the Company's shareholders and unanimously
recommends that the shareholders approve this proposal at the Annual Meeting.
VIII. TRANSACTIONS WITH MANAGEMENT AND OTHERS.
C.M. CAPITAL CORPORATION TRANSACTION
------------------------------------
In October 1991, the Company entered into a transaction with C.M. Capital
Corporation ("C.M. Capital") pursuant to which C.M. Capital loaned the Company
approximately $230,000, of which $170,000 was used to repay a note payable to a
bank. In consideration for this loan, the Company issued to C.M. Capital a
warrant exercisable through October 1996 to purchase 660,000 shares of Common
Stock at $.15 per share (the "C.M. Capital Warrant"). The Company valued this
warrant at $20,000, which has resulted in interest expense at approximately 15%
on the balance outstanding under this note during 1993 and 1994. The note was
fully repaid during 1994. In 1993, this entity purchased 500,000 shares of
common stock for $.02 a share. At this time, the Board of Directors of the
Company considered several factors in its determination of the fair market
value of the Company's restricted Common Stock. Those factors included (i) the
absence of a liquid trading market for the Company's Common Stock, (ii) the
continued substantial doubt as to the ability of the Company to continue as a
going concern, (iii) the lack of profitable operating history of the Company,
(iv) the magnitude of the Company's working capital deficit, and (v) the
restricted nature of the shares. Accordingly, the Board of Directors
determined $.02 to be the market value of a share of the Company's Common
Stock. In April, 1994, the Company and C.M. Capital agreed in principle to
exchange the C.M. Capital Warrant for 200,000 shares of the restricted Common
Stock of the Company. Documents effecting the exchange were formally executed
in December, 1994. All of the securities issued to C.M. Capital were taken for
investment and were subject to appropriate transfer restrictions were issued
without registration under the Securities Act of 1933 (the "Act") in reliance
upon the exemption provided in Section 4(2) of the Act. These securities are
"restricted securities" and may only be resold pursuant to a subsequent
registration under the Act or an exemption from those registration
requirements, including Rule 144 thereunder.
FORMATION OF EMSI, INC.
-----------------------
In February, 1995, the Company formed a subsidiary corporation. The new
venture, Event Marketing Systems International, Inc. ("EMSI, Inc."), markets
software and hardware products to the sports industry. EMSI, Inc. is owned 80%
by SISCOM and 20% by four individuals. The four individual owners include
Michael J. Ellis, who is also the president and founder of SISCOM, Cord
Periera, who is executive vice president of Diamond Sports, Douglas Piper, co-
founder and president of S.R.O Partners, and Kenneth Wilson, president of
Wilson Sports Marketing.
<PAGE>
GLOBAL EQUITY CORPORATION TRANSACTION
-------------------------------------
On September 12, 1996, the Company entered into an agreement to sell
4,000,000 shares of newly issued convertible preferred stock ("Preferred
Shares") to Global Equity Corporation ("Global") for $1,000,000 (the "Global
Agreement"). The Company is obligated to pay a 7% non-cumulative annual
dividend on all of the outstanding Preferred Shares. Each of the Preferred
Shares is convertible into a share of the Company's common stock on a one-for-
one basis commencing the earlier of (i) one year from the date of issuance or
(ii) the effective date of a registration statement registering for sale the
shares of common stock issuable upon conversion of the Preferred Shares, and
ending three years from the date of issuance. Pursuant to the terms of the
Global Agreement, the Company has agreed that no dividends will be paid on the
Company's existing common stock, no distributions will be made on the Company's
common stock, and no shares of the Company's common stock will be redeemed,
retired, or otherwise acquired for valuable consideration until all declared
dividends on the Preferred Shares have been paid or the Company has set aside a
sufficient amount to pay them. The holders of Preferred Shares have voting
rights that are identical to the voting rights of holders of common stock. The
Company will use the proceeds to accelerate development of new software
products, to develop new markets for its products and for working capital
purposes. As of the date of this Proxy Statement, the sale of the Preferred
Shares has been consummated and the Company has received the proceeds of
$1,000,000.
Global Equity Corporation (f/k/a The Ondaatje Corporation), is a Canadian
corporation having its principal offices in Toronto, Ontario, Canada. As part
of the sale of the Preferred Shares, and so long as Global owns any Preferred
Shares, the Company has agreed to take all necessary action to establish the
size of its Board of Directors at five (5) directors and to take all necessary
and appropriate action to elect or appoint to the Company's Board of Directors
two representatives designated by Global. Following consummation of the sale
of the Preferred Shares, Global designated Messrs. Webb and Hart as its
representatives. Messrs. Webb and Hart were thereafter appointed to the
Company's Board of Directors effective November 13, 1996, following the
voluntary resignations of Charles Powell and Anthony Accetta as directors, and
have been nominated to serve as members of the Company's Board of Directors
during fiscal 1997. Mr. Webb is currently Senior Investment Analyst for
Global, and Mr. Hart currently serves as Global's President and CEO.
IX. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Hein + Associates, CPA, served as the Company's principal accountant for
the fiscal year ended June 30, 1996 and is expected to be retained as the
Company's principal accountant for the fiscal year ending June 30, 1997.
Representatives of Hein & Associates, CPA, are not expected to be present at
the Annual Meeting of Shareholders. However, should representatives of Hein &
Associates, CPA attend the Annual Meeting of Shareholders, said representatives
will have an opportunity to make a statement if they so desire or to respond to
appropriate questions.
OTHER MATTERS
The Company's management is not aware of other matters which may come
before the Meeting. The Directors' designees or other persons named in the
accompanying form of proxy will vote said proxy in accordance with their
judgment if any other matter does properly come before the Meeting. A majority
of those votes present at the Meeting cast in favor of any such matter will
result in the passage of such matter.
<PAGE>
A copy of Form 10-KSB, the annual report filed by the Company with the
Securities and Exchange Commission, will be furnished without charge to any
person who requests it in writing, from the office of the Company at its
address noted on this Proxy Statement.
SATELLITE INFORMATION SYSTEMS COMPANY
By: /s/ Robert D.S. Turner
---------------------------------
Robert D.S. Turner, Secretary
1997 ANNUAL MEETING
No definitive date for the Annual Meeting of Shareholders in 1997 has been
established. Qualifying shareholders may submit proposals that are consistent
with the Company's Bylaws and federal securities laws to the Company for
inclusion in the Company's proxy material relating to the 1997 Annual Meeting.
The Company must receive such proposals at its business address (set forth at
the beginning of this Proxy Statement) no later than March 31, 1997.
<PAGE>
<PAGE>
SATELLITE INFORMATION SYSTEMS COMPANY
PROXY SOLICITED ON BEHALF OF THE COMPANY
The undersigned hereby constitutes and appoints Michael J. Ellis or Robert
D.S. Turner (SEE NOTE BELOW) or either of them acting in the absence of the
other, with full power of substitution the true and lawful attorneys or
attorney and proxies of the undersigned to attend the Annual Meeting of the
Shareholders of Satellite Information Systems Company (the "Company") to be
held at the principal executive offices of the Company, 7464 Arapahoe Avenue,
Suite B-17, Boulder, Colorado 80303, on January 13, 1997 at 11:00 o'clock a.m.
Mountain Standard Time, or any adjournment or adjournments thereof, and vote
all the shares of the Company standing in the name of the undersigned with all
the powers the undersigned would possess if present at said meeting.
(1) FOR _________ WITHHOLD AUTHORITY _________
To elect all of the nominees listed below:
Michael J. Ellis, Robert D. S. Turner, Mark S. Boledovich,
Maxim C.W. Webb, and John R. Hart
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name below)
________________________________
(2) FOR ________ AGAINST ________ ABSTAIN ________
To increase the number of shares which may be issued pursuant to
the exercise of options granted under the Company's 1994 Stock Incentive Plan
by an additional 500,000 shares.
(3) FOR ________ AGAINST ________ ABSTAIN ________
To approve and adopt an amendment to the Company's Articles of
Incorporation changing its name to "SISCOM, Inc."
(4) Upon such other matters as may properly come before the meeting.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1, ITEM 2 AND
ITEM 3 AND IN THE DISCRETION OF THE PERSON HOLDING THE PROXY FOR ANY OTHER
BUSINESS.
(NOTE: Should you desire to appoint a proxy other than the management designees
named above, strike out the names of management designees and insert the name
of your proxy in the space provided above. Should you do this, give this proxy
card to the person you appoint instead of returning the proxy card to the
Company.)
(PLEASE DATE, SIGN AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.)
Receipt is acknowledged of Notice of Annual Meeting and Proxy Statement for the
meeting.
Date _____________________________________________, 199___
__________________________________________________________
Name (please type or print)
__________________________________________________________
Signature
__________________________________________________________
Signature, if held jointly
<PAGE>
Please sign exactly as name appears to the left. When shares are held by
joint tenants, both should sign. When signing as executor, administrator,
attorney, trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporation name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
