<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
SISCOM, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Neuman & Drennen, LLC, 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)
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________
2) Aggregate number of securities to which transaction 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>
SISCOM, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 12, 1998
The Annual Meeting of Shareholders of Siscom, Inc. ("SISCOM" or the "Company")
will be held at 7464 Arapahoe Avenue, Suite B-17, Boulder, Colorado 80303, on
January 12, 1998 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. 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 18, 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, 1997, will be mailed to shareholders
concurrently with the mailing of the Proxy Statement.
Shareholders are cordially invited to attend the meeting in person.
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.
SISCOM, INC.
/s/ Robert D.S. Turner
------------------------------
Robert D.S. Turner, Secretary
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<PAGE>
SISCOM, INC.
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 SISCOM, INC.
(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 12, 1998 (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 by an additional 500,000 shares, 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 COMPANY 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 19, 1997, 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, 1997.
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 18,
1997 (the "Record Date"), will be entitled to vote at the Meeting.
Representation of a majority of the Company's shares of common stock and
preferred 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 December 12,
1997, the Company had outstanding 5,097,687 shares of common stock and
4,000,000 shares of preferred stock (collectively the "shares"), with each
share being entitled to one vote.
<PAGE>
<PAGE>
1. 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, 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 1,287,160 23.06%
C.M. Capital Corporation
525 University Ave., Suite 1500
Palo Alto, California 94301 700,000 13.73%
Robert D.S. Turner (3)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 156,832 3.04%
Mark S. Boledovich (4)
7464 Arapahoe Avenue, Suite B-17
Boulder, Colorado 80303 333,332 6.37%
Maxim C.W. Webb (5)
875 Prospect Street, Suite 301
La Jolla, California 92037 4,000,000 43.97%
John R. Hart (5)
875 Prospect Street, Suite 301
La Jolla, California 92037 4,000,000 43.97%
All Officers and Directors
as a Group (5 Persons) 5,777,324 55.71%
- -------------------------------
</TABLE>
(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.
(2) Includes Incentive Stock Options exercisable to acquire up to 416,666
shares of the Company's Common Stock and 66,666 shares of the Company's
Common Stock at exercise prices of $.22 per share and $.374 per share,
respectively. Does not include Incentive Stock Options exercisable to
acquire up to 83,334 shares of the Company's Common Stock and 33,334
shares of the Company's Common Stock at exercise prices of $.22 per share
and $.374 per share, respectively, which Options are subject to future
vesting.
(3) Includes Incentive Stock Options exercisable to acquire up to 20,832
shares of the Company's Common Stock and 36,000 shares of the Company's
Common Stock at exercise prices of $.20 per share and $.34 per share,
respectively. Does not include Incentive Stock Options exercisable to
acquire up to 4,168 shares of the Company's Common Stock and 18,000
shares of the Company's Common Stock at exercise prices of $.20 per share
and $.34 per share, respectively, which Options are subject to future
vesting.
(4) Does not include Incentive Stock Options exercisable to acquire up to
83,332 shares of the Company's Common Stock and 50,000 shares of the
Company's Common Stock at exercise prices of $.20 per share and $.34 per
share, respectively. Also does not include Incentive Stock Options
exercisable to acquire up to 16,668 shares of the Company's Common Stock
and 25,000 shares of the Company's Common Stock at exercise prices of
$.20 per share and $.34 per share, respectively, which Options are
subject to future vesting.
(5) 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.
2. 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 50 Chairman of the Board,
President and CEO
Robert D. S. Turner 58 Director, Secretary and
Director of Marketing
Mark S. Boledovich 45 Director, V.P. of Field
Operations
Maxim C.W. Webb 36 Director
John R. Hart 38 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.
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 a 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 Stock
Exchange; 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 1998 or until a successor is duly elected and qualified.
During the fiscal year ended June 30, 1997 ("fiscal 1997"), four (4)
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. Other than the foregoing, during the
fiscal year ended June 30, 1997, no director received any additional
compensation or remuneration in connection with his services as a member of
the Company's Board of Directors.
During the fiscal year ended June 30, 1997, the Company did not have
standing Audit, Compensation or Nominating Committees of the Board of
Directors. However, during fiscal 1998, 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, and 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.
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. No member of the Compensation Committee will receive any
additional compensation for his service as a member of that Committee.
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
(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, served as members of
the Company's Board of Directors during fiscal 1997, and have been nominated
to serve as members of the Company's Board of Directors during fiscal 1998.
Mr. Webb is currently Senior Investment Analyst for Global, and Mr. Hart
currently serves as Global's President and CEO.
3. 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.
4. 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. During the last fiscal year, the Company's directors,
officers and 10% holders each failed to file one required report in a timely
fashion. 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.
5. 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 $100,000.
<PAGE>
<TABLE>
<CAPTION>
TABLE 1
Summary Compensation Table
--------------------------
Long Term Compensation
---------------------------------------
Annual Compensation Awards Payouts
----------------------------------- ---------------------- ----------------
Other All
Annual Restricted Other
Name and Compen- Stock Options/ LTIP Compen-
Principal Salary Bonus sation Award(s) SARs Payouts sation-
Position Year ($) ($) ($)(1) ($) (#) ($) ($)
- ---------------- ----- -------- ----- -------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael J. Ellis 1997 120,000 -0- -0- -0- -0- -0- -0-
Chairman,
President, 1996 90,000 -0- -0- -0- -0- -0- -0-
and CEO
1995 90,000 -0- -0- -0- -0- -0- -0-
- ----------------------------
</TABLE>
(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.
1988 Qualified and 1987 Nonqualified Stock Option Plans
-------------------------------------------------------
The Company has one qualified stock option plan (the "1988 Plan") and a
nonqualified stock option plan (the "1987 Plan") for the benefit of the
Company's officers, directors and key employees. The 1988 Plan expires in
November, 1998 and includes 130,000 shares reserved for possible issuance.
The 1987 Plan expires in 1997. Under the 1987 Plan, 190,000 shares of the
Company's Common Stock have been reserved for possible issuance. Grants under
both plans are to be made at the fair market value of the underlying shares on
the date of grant. In prior years, options exercisable to purchase up to
32,500 shares of the Company's Common Stock were granted pursuant to the 1987
Plan, all of which subsequently expired unexercised.
In June, 1993 and June, 1994, the Board of Directors granted
nonqualified stock options to two (2) directors/employees and one (former)
employee, exercisable to purchase an aggregate of 300,000 shares of the
Company's Common Stock and 50,000 shares of the Company's Common Stock at
exercise prices of $.02 per share and $.20 per share, respectively. Those
options exercisable to purchase up to 300,000 shares of the Company's Common
Stock granted to the two (2) directors/employees were exercised during March,
1995.
In July, 1994, the Company appointed an outside director to the
Company's Board of Directors at which time the Company granted to this
director nonqualified stock options exercisable to purchase 20,000 shares of
the Company's 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 to this
director nonqualified stock options exercisable to purchase 20,000 shares of
the Company's 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 to the Company, at which time the Company granted
to this individual nonqualified stock options exercisable to purchase 20,000
shares of the Company's 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 the Company's Common Stock at
an exercise price of $.20 per share, including options exercisable to acquire
up to 40,000 shares of the Company's Common Stock granted to two (2) directors
of the Company. The options have a term of five years and are all currently
exercisable.
During fiscal 1996, the Company granted nonqualified stock options
exercisable to purchase up to 157,500 shares of the Company's Common Stock at
exercise prices ranging from $.28 per share to $.50 per share, including
options exercisable to purchase up to 50,000 shares of the Company's Common
Stock granted to directors of the Company and options exercisable to purchase
up to 75,000 shares of the Company's Common Stock granted to a former officer
of the Company. All options have a term of five years and all but 15,000
(which expired upon termination of an employee) are currently exercisable. In
July 1996, the Company authorized the issuance of options exercisable to
acquire an additional 120,000 shares of Company Common Stock at $.34 per share
to a consultant of the Company, which will expire in July 1999.
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 up to 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 purchased 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 day of a six-month
subscription period, whichever is lower.
<PAGE>
<PAGE>
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"). The 1994 Plan was
subsequently approved by the Company's shareholders at a Special Meeting of
Shareholders held October 23, 1995. Pursuant to the terms of the 1994 Plan,
as amended, the Company's Board of Directors is authorized to issue options
for the purchase of up to 1,500,000 shares of the Company's Common Stock to
key employees of the Company. Options granted under the 1994 Plan are
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code. They are exercisable at prices which were equal to at least one
hundred percent (100%) of the fair market value of the Company's freely
trading Common Stock on the date of grant, or in the case of an optionee who
beneficially owns stock representing more than ten percent (10%) of the total
combined voting power of the Company, the exercise price of the option is not
less than one hundred and ten percent (110%) of the market price of the shares
on the date of grant. Only key management and employees of the Company are
eligible to participate in the 1994 Plan.
The 1994 Plan is administered by the Board of Directors, which
determines eligible employees, the times and numbers of options to be granted,
and the periods for which such options may be granted. There are limitations
on the number of options which may be granted and the aggregate fair market
value of the stock in any given year. All options granted under the 1994 Plan
are subject to vesting over a period of three (3) years from the date of
grant.
As of June 30, 1997, incentive stock options to purchase 1,555,500
shares of Common Stock were outstanding and unexercised, having exercise
prices ranging from $0.20 per share to $0.67 per share. As these grants are
in excess of the amount reserved for issuance under the 1994 Plan, the Board
of Directors is proposing that an additional 500,000 shares be authorized to
be issued pursuant to the exercise of options granted under the 1994 Plan (See
Item 6 below). If approval is not obtained, such options will remain
outstanding as non-qualified stock options. During the Company's fiscal year
ended June 30, 1997, no options were exercised.
The following table sets forth certain information concerning the
exercise of incentive stock options during the last completed fiscal year by
each of the named executive officers and the fiscal year-end value of
unexercised options on an aggregated basis:
<PAGE>
<TABLE>
TABLE 2
Aggregated Option/SAR Exercises in Last Fiscal Year
and FY-End Option/SAR Values
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
At FY-End (#) at FY-End ($) (1)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) (Unexercisable) Unexercisable
- ----------------- --------------- --------------- --------------- -----------------
<S> <C> <C> <C> <C>
Michael J. Ellis -0- $-0- 483,332 $17,500 (2)
(116,668)
- -----------------
</TABLE>
<PAGE>
(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.
(2) Mr. Ellis has options exercisable to acquire up to 416,666 shares of the
Company's Common Stock at an exercise price of $.22 per share and
options exercisable to acquire up to 66,666 shares of the Company's
Common Stock at an exercise price of $.374 per share. Additionally, Mr.
Ellis owns unexercisable options to acquire up to 83,334 shares of the
Company's Common Stock at an exercise price of $.22 per share, and
unexercisable options to acquire up to 34,334 shares of the Company's
Common Stock at an exercise price of $.374 per share. The fair market
value of the securities underlying Mr. Ellis' options at fiscal year end
was $0.255 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
$0.035 and $0.00 per share respectively or $17,500 in total.
6. 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.
7. TRANSACTIONS WITH MANAGEMENT AND OTHERS.
----------------------------------------
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,
served as directors during fiscal 1997, and have been nominated to serve as
members of the Company's Board of Directors during fiscal 1998. Mr. Webb is
currently Senior Investment Analyst for Global, and Mr. Hart currently serves
as Global's President and CEO.
8. INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT.
----------------------------------------
Hein + Associates, CPA, served as the Company's principal accountant for
the fiscal year ended June 30, 1997 and is expected to be retained as the
Company's principal accountant for the fiscal year ending June 30, 1998.
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.
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.
SISCOM, INC.
By: /s/ Robert D.S. Turner
--------------------------------
Robert D.S. Turner, Secretary
1998 Annual Meeting
-------------------
No definitive date for the Annual Meeting of Shareholders in 1998 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 1998
Annual Meeting. The Company must receive such proposals at its business
address (set forth at the beginning of this Proxy Statement) no later than
June 30, 1998.
<PAGE>
<PAGE>
SISCOM, INC.
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 Siscom, Inc. (the "Company") to be held at the principal
executive offices of the Company, 7464 Arapahoe Avenue, Suite B-17, Boulder,
Colorado 80303, on January 12, 1998 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) Upon such other matters as may properly come before the
meeting.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR ITEM 1 AND ITEM 2 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
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.
