<PAGE>
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
1MAGE Software, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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>
1MAGE SOFTWARE, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 30, 1996
_______________________
To the Stockholders of 1MAGE Software, Inc.
The Annual Meeting of Stockholders of 1MAGE Software, Inc. (the
"Company") will be held Thursday, May 30, 1996, at the Hampton Inn, 9231 E.
Arapahoe Road, Englewood, Colorado. The meeting will convene at 9 o'clock in
the morning for the following purposes:
1. To elect five (5) Directors to hold office until the next Annual Meeting
of Stockholders and until their successors are duly elected and qualified.
2. To ratify the selection of Karsh & Co., P.C. as the Company's independent
public accountants for the calendar year ending December 31, 1996.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
All stockholders, whether or not they expect to be present at the
meeting, are requested to sign, date, and mail the accompanying proxy in the
enclosed envelope. Stockholders who are present at the meeting may withdraw
their proxies and vote in person. If you are not present and you have
submitted your proxy, the persons designated in the proxy will vote your
shares for you in accordance with your instructions. MANAGEMENT CONSIDERS
YOUR VOTE VERY IMPORTANT AND STRONGLY ENCOURAGES YOU TO PARTICIPATE.
Attendance at the meeting will be limited to stockholders of record as
of the record date, or their authorized representatives (not to exceed two
per stockholder) and guests of the Company.
The transfer books of the Company will not be closed. Only stockholders
of record as shown on the books of the Company at the close of business April
26, 1996, will be entitled to notice of, and to vote at, the meeting.
ROBERT WIEGAND II
SECRETARY
ENGLEWOOD, COLORADO
April 29, 1996
<PAGE>
PROXY STATEMENT
1MAGE SOFTWARE, INC.
6486 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
_______________________
SECURITY HOLDERS ENTITLED TO VOTE
Holders of shares of the Common Stock of 1MAGE Software, Inc. (the
"Company") of record at the close of business on April 26, 1996, will be
entitled to vote at the Annual Meeting of Stockholders to be held May 30,
1996, at 9 o'clock in the morning at the Hampton Inn, 9231 E. Arapahoe Road,
Englewood, Colorado, and at any and all adjournments thereof. This Proxy
Statement, together with the Annual Report of the Company for the fiscal year
ended December 31, 1995, including audited financial statements, was mailed
on or about April 29, 1996 to all stockholders of record as of April 26,
1996. Copies of the Form 10-K filed and Exhibits thereto for the fiscal year
ended December 31, 1995 as filed with the Securities and Exchange Commission,
are available from the Company upon written request of a stockholder to David
R. DeYoung, President, at the address shown above and payment of the
Company's out-of-pocket expenses therefore.
REVOCABILITY OF PROXY
Stockholders who execute proxies retain the right to revoke or change
them at any time before they are voted. Revocation may occur prior to
exercise by voting in person at the meeting or filing with the secretary of
the Company a written revocation or duly executed proxy bearing a later date.
A proxy, when executed and not revoked or changed, will be voted in
accordance with the instructions of the stockholder.
PERSONS MAKING THE SOLICITATION
THE ACCOMPANYING PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF THE COMPANY. The solicitation will be by mail. The total expense of such
solicitation will be borne by the Company and will include reimbursement paid
to brokerage firms and others for their expenses in forwarding solicitation
material regarding the meeting to beneficial owners. It may be that further
solicitation of proxies will be made by telephone or oral communication with
some stockholders of the Company following the original solicitation. All
further solicitation will be made by regular employees of the Company. These
persons will receive no compensation other than their regular salaries.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
The stockholders entitled to vote at the meeting are the holders of
shares of the $.004 par value Common Stock of the Company with each share
entitling its owner to one vote. Cumulative voting is not allowed. The
number of outstanding shares at the close of business on April 26, 1996, was
1,941,301.
The close of business on April 26, 1996, has been fixed by the Board of
Directors as the record date for determination of stockholders entitled to
vote at the meeting.
1
<PAGE>
The following sets forth the number of shares of Common Stock owned by
each Executive Officer and Director of the Company, by all persons known to
the Company to be the beneficial owner of more than 5% of any class of the
Company's voting securities, and by all Executive Officers and Directors as a
group.
Unless otherwise noted, the share ownership specified in the following
table represents both record and beneficial ownership as of April 26, 1996.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS
- ------------------------------------ ------------------------ ----------------
<S> <C> <C>
David R. DeYoung 456,331 (2) 20.8%
6486 South Quebec Street - Englewood, Colorado 80111
Daniel Warner 109,219 5.6%
330 Lafayette - Denver, Colorado 80218
H. William Brown 88,106 (3) 4.5%
9488 Palomino Drive - Castle Rock, Colorado 80104
Charlie E. Burns 16,500 (4) .8%
1577 South Jamaica Street - Aurora, Colorado 80012
Robert Wiegand II 22,250 (4) 1.1%
5700 E. Powers Ave. - Greenwood Village, CO. 80111
Mary Anne DeYoung 4,925 (5) .3%
6486 South Quebec Street - Englewood, Colorado 80111
All Executive Officers and Directors 609,225 (6) 27.6%
As a Group - 5 Persons
</TABLE>
1) Beneficial owners are believed to have sole voting and investment power with
respect to the shares shown unless otherwise indicated.
2) Includes: 157,375 options to purchase Common Stock; and 100,000 warrants to
purchase Common Stock. See EXECUTIVE COMPENSATION.- Employment Contract.
3) Includes 76,086 shares of Common Stock owned of record by Comlease. Mr.
Brown is managing general partner of Comlease and has voting power over the
shares held by Comlease.
4) Includes 250 options to purchase Common Stock
5) Includes 4,800 options to purchase Common Stock.
6) Includes 162,675 options to purchase Common Stock and 100,00 warrants to
purchase Common Stock.
There are no arrangements known to the Company, including any pledge by any
person of securities of the Company, the operation of which may at a
subsequent date result in a change in control of the Company.
2
<PAGE>
ELECTION OF DIRECTORS
IF YOUR PROXY CARD (ENCLOSED) IS DULY EXECUTED AND RECEIVED IN TIME FOR
THE MEETING, AND NO CONTRARY SPECIFICATION IS PROVIDED IN THE PROXY CARD,
YOUR SHARES WILL BE VOTED FOR THE PERSONS NOMINATED FOR ELECTION AS DIRECTORS
OF THE COMPANY AS SPECIFIED ON THE PROXY CARD. If any nominees should be
unable to serve, the proxy will be voted for such person as shall be
designated by the Board of Directors to replace such nominee. The Company
presently has no knowledge that any nominee will be unable to serve.
The following sets forth certain information concerning the Company's
Executive Officers and Directors and specifies the committees on which each
person presently serves as a member.
<TABLE>
<CAPTION>
FIRST YEAR AS
EXECUTIVE COMMITTEE
OFFICER OR POSITION MEMBER
NAME AGE DIRECTOR WITH COMPANY COMMITTEE(S) SINCE
- ---- --- ------------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C>
David R. DeYoung 51 1981 President
Chief Executive
Officer and
Director
Charles E. Burns 65 1988 Director Audit 31 Oct 88
Stock Option 15 Dec 94
Daniel N. Warner 49 1981 Director Compensation 15 Dec 94
Robert Wiegand II 49 1992 Secretary and Stock Option Plan 13 Jul 92
Director Audit 15 Dec 94
Compensation 15 Dec 94
Mary Anne DeYoung 42 1994 Treasurer,
Chief Financial
Officer and
Asst. Secretary
</TABLE>
All Directors are serving a current term of office that continues until
the Annual Meeting of Stockholders for which this proxy is solicited. All
Executive Officers are serving a current term of office that continues until
the next annual meeting of Directors, which is expected to follow immediately
after the stockholders meeting scheduled to be held on May 30, 1996.
None of the nominees are Directors of any other company having a class
of securities registered under the Securities Exchange Act of 1934, or any
company registered under the Investment Company Act of 1940. There is no
arrangement or understanding between any of the Directors or Executive
Officers and any other person or persons pursuant to which he was or is to be
elected as a Director or Executive Officer.
The Board of Directors met in person six (6) times during the last calendar
year. Three (3) other meetings were conducted by unanimous written consent
of the Directors.
3
<PAGE>
DAVID R. DEYOUNG - CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR
Mr. DeYoung has been President, Chief Executive Officer and a Director
of the Company since its formation in 1981. He served in similar capacities
with the Company's predecessor corporation from 1979 to 1981. During 1979,
Mr. DeYoung was employed by ESCOM/Mountain States, a Prime dealer, as Vice
President of Sales. From 1972 to 1979, Mr. DeYoung was employed by NCR
Corporation and, during part of that time, was a District Manager in the
division of Commercial, Industrial, Medical, Educational and Governmental
systems. He holds a Bachelor of Science Degree in Business Administration
and Computer Science from California State Polytechnic University. Mr.
DeYoung is the spouse of Mary Anne DeYoung.
CHARLES E. BURNS - DIRECTOR
Mr. Burns has served on the Board of Directors since 1981. He served as
Treasurer of the Company from March 1, 1994 until December 15, 1994. In
March 1994, Mr. Burns resigned his position as Executive Vice President and
Chief Operating and Financial Officer and retired from full time employment
with the Company. Mr. Burns had served as Executive Vice President and Chief
Operating Officer since December 1, 1988 and as Chief Financial Officer since
March 31, 1989. He joined the Company in November 1986 as Director of
Transportation and was promoted to Vice President in April 1988. From
January 1979 until October 1985, Mr. Burns was employed by Ringsby Truck
Lines. From 1979 to 1983, Mr. Burns was Vice President of Administration
with that firm, and from 1983 to 1985 he was President and Chief Operating
Officer. He holds a Bachelor of Science Degree in Accounting from Stanford
University.
DANIEL N. WARNER - DIRECTOR
Mr. Warner has been a Director of the Company since 1981. He also
served as a director of the Company's predecessor corporation. He served as
Assistant Secretary from March 1984 until December 1994 and served as
Treasurer from December 1991 until March 1994. Mr. Warner also served as the
chairman of the Warner Company, Inc., a wholesale distribution company
serving the Rocky Mountain area. Mr. Warner is currently managing personal
investments. He holds a Bachelor of Arts Degree in Business Administration
from Western State College in Gunnison, Colorado.
ROBERT WIEGAND II - SECRETARY AND DIRECTOR
Mr. Wiegand was elected to the Board of Directors in July 1992. Mr.
Wiegand was appointed to the office of Secretary of the Company on March 1,
1994. Mr. Wiegand is presently a lawyer in private practice. From January
15, 1992 to December 26, 1992, he was Vice-President of Administration for
Rose Manufacturing Co., a privately held manufacturer of safety equipment
based in Englewood, Colorado. Mr. Wiegand has practiced law for 23 years,
and prior to joining Rose Manufacturing, was special counsel with Pendleton &
Sabian, P.C., a law firm in Denver. Mr. Wiegand graduated Phi Beta Kappa
from the Tulane University of Louisiana in 1970 and went on to receive a law
degree and was admitted to practice in Louisiana in 1972 and Colorado in
1977. Since 1976, Mr. Wiegand's practice has been limited to securities
offerings, estate planning, business organizations and tax law. In addition
to membership in six bar Associations, Mr. Wiegand has been admitted to
practice before the U.S. District Court (Colorado and ED-Louisiana) and
before the U.S. Count of Appeals (5th Circuit).
MARY ANNE DEYOUNG - TREASURER, CHIEF FINANCIAL OFFICER, ASSISTANT SECRETARY
AND DIRECTOR
She was nominated for election as a Director at a meeting of the Board
of Directors held on April 19, 1996. Ms. DeYoung was elected Treasurer,
Chief Financial Officer and Assistant Secretary on December 15, 1994. Ms.
DeYoung has served as Vice President, Finance and Administration since July
1986. Ms. DeYoung joined the Company as Controller in April 1981. From 1975
to 1981, Ms. DeYoung was a systems analyst with Arthur Andersen and Company,
a financial analyst, and an independent financial
4
<PAGE>
consultant. Ms. DeYoung holds a Bachelor of Science Degree in Accounting
from the University of Santa Clara. Ms. DeYoung is the spouse of Mr.
DeYoung.
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has a Stock Option Plan Committee which was established in
June, 1983 to determine the number and option price of stock options to be
issued to employees. The committee met four times during 1995. Members of
this committee are Messrs. Wiegand and Burns.
The Company has an Audit Committee which was established in March, 1984.
This committee reviews the annual audit and the services performed by the
Company's auditors and recommends to management changes that it believes
necessary as a result of such review. This committee met twice during 1995.
The members of the Audit Committee are Messrs. Burns and Wiegand.
The Company has a Compensation Committee established in December, 1994
to determine the appropriate compensation plans for certain key employees and
management of the Company. The committee met once during the year. The
members of the Compensation Committee are Messrs. Warner and Wiegand.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the executive compensation of the
Company's Chief Executive Officer for each of the Company's last three fiscal
years. There were no other Executive Officers serving at the end of the last
fiscal year whose compensation was greater then $100,000.
<TABLE>
<CAPTION>
NAME AND ANNUAL LONG TERM ALL OTHER
PRINCIPAL POSITION YEAR COMPENSATION * COMPENSATION ** COMPENSATION ($)
- ------------------ ---- ----------------- --------------- ----------------
SALARY BONUS AWARDS
($) ($) OPTIONS(#)
------- ------- ----------
<S> <C> <C> <C> <C> <C>
D.R. DeYoung 1995 $86,043 $ 0 150,000 *** 7,959
CEO 1994 84,990 54,586 2,000 8,813
1993 78,379 8,570 5,375 10,821
</TABLE>
* Mr. DeYoung did not receive additional compensation other than noted above
the aggregate amount of which was the lesser of either $50,000 or 10% of
the total of his annual salary and bonus.
** Mr. DeYoung was not awarded restricted stock nor was there any LTIP payout
to him.
*** Includes insurance premiums paid by the Company for term life and disability
insurance, as well as premiums paid for a key-man life insurance policy
which has the death benefit assigned to the Company and the cash value of
the policy intended to accrue for the benefit of Mr. DeYoung.
5
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth the information concerning individual
grants of stock options during the last fiscal year to the named Executive
Officer:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------
NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE OR
OPTIONS TO EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE
- ------------ -------------------- ---------------- ----------- ----------
<S> <C> <C> <C> <C>
D.R. DeYoung 150,000* 92% $1.125 08/24/05
</TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information concerning each exercise of
stock options during the last fiscal year by the named Executive Officer and
the fiscal year-end value of unexercised options:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS OPTIONS AT FISCAL
AT FISCAL YEAR-END (#) YEAR-END($)
---------------------- --------------------
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------ --------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
D.R. DeYoung 0 $0 157,375 0 $173,964 $0
</TABLE>
EMPLOYMENT CONTRACT
Mr. DeYoung is employed pursuant to a five-year employment contract
between the Company and Mr. DeYoung, which expires on October 31, 1996.
Since November 1, 1991, the compensation of Mr. DeYoung has been established
under the terms of this employment contract. The contract calls for an
annual base salary, in an amount determined annually by the Board of
Directors, payable semi-monthly, plus expenses and normal fringe benefits.
In addition, Mr. DeYoung earns a bonus of 5% of the Company's pretax
earnings, calculated on a quarterly basis. An annual bonus may be paid to
Mr. DeYoung based on the performance of the Company and at the discretion of
the Board of Directors.
In addition to his employment contract, Mr. DeYoung was granted options
to purchase 150,000 shares of the Company's stock on August 24, 1995, at an
exercise price of $1.125 per share. These options expire on August 24,
2005. To date, none of these options have been exercised.
COMPENSATION OF DIRECTORS
The Company currently pays non-employee Directors $1,000 per quarter
plus specific hourly fees for special meetings or additional participation.
Pursuant to the 1993 Stock Option Plan (the "1993 Plan"), members of the
committee of the Board of Directors appointed to administer the 1993 Plan
will automatically be granted an option on the last trading day in June to
purchase 250 shares of Common Stock at 100% of the fair market value on such
date.
6
<PAGE>
CERTAIN TRANSACTIONS WITH RELATED PARTIES
Notes payable for $98,548 principal plus $62,668 accrued interest due to
a current Director, Mr. Warner, and a former Director were paid during 1995.
The Company leases its executive offices from a general partnership,
Comlease. Messrs. DeYoung and Warner, Executive Officer and Directors of the
Company, own partnership interests in Comlease of 11.75% and 26%,
respectively. Lease payments to the partnership were $85,200 for the year
ended December 31, 1995. This lease will expire on October 31, 1998.
Management of the Company believes that the terms of the lease are as
favorable to the Company as could have been obtained from third parties at
the time the lease was signed.
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Company retained Karsh & Co., P.C. ("Karsh") as the Company's
Independent Certified Public Accountants in 1995. Although ratification by
stockholders of the selection of Karsh for 1996 is not required by Colorado
corporate law, by the Company's Articles of Incorporation, as amended, or the
Bylaws, the Board of Directors believes a decision of this nature should be
made with the consideration of the Company's stockholders. Accordingly,
stockholders are being asked to consider ratification of the selection of
Karsh for the calendar year ending December 31, 1996. If a significant
number of shares are voted against the selection or if either the service or
price offered by Karsh is not satisfactory to the Board of Directors, the
Board will reconsider the selection of Karsh for the calendar year ending
December 31, 1996.
During the Company's two most recent fiscal years, there were no
disagreements with Karsh on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Karsh, would have
caused them to make reference to the subject matter of the disagreement in
connection with their reports.
Karsh & Co., P.C. are the auditors for the most recent completed fiscal
year and will be present at the Annual Meeting of Stockholders to respond to
appropriate questions, and will be given the opportunity to make a statement
if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF KARSH & CO., P.C. AS THE INDEPENDENT PUBLIC ACCOUNTANTS FOR THE
CALENDAR YEAR ENDING DECEMBER 31, 1995.
VOTE FOR APPROVAL
Under Colorado law, unless otherwise provided in the Company's Articles
of Incorporation, as amended, (i) for election of Directors, of the shares
represented in person or by proxy at the meeting and entitled to vote, that
number of candidates equaling the number of directors to be elected having
the highest number of votes cast in favor of their election, are elected to
the Board of Directors; and (ii) for the ratification of auditors, of the
shares represented in person and by proxy at the meeting and entitled to vote
the votes cast favoring the ratification must exceed the votes opposing it.
Only those votes cast FOR the proposals will be counted as affirmative votes.
Abstentions and broker non-votes will be counted for purposes of establishing
a quorum only.
7
<PAGE>
STOCKHOLDER PROPOSALS
Stockholders are entitled to submit proposals on matters appropriate for
stockholder action in accordance with regulations of the Securities and
Exchange Commission. Should a stockholder intend to present a proposal at
next year's Annual Meeting of Stockholders, it must be received by the
Secretary of the Company at the Company's principal executive offices at
6486 South Quebec, Englewood, Colorado, 80111, by no later than December 30,
1996, in order to be included in the Company's Proxy Statement and form of
Proxy relating to that meeting.
OTHER MATTERS
The Management of the Company is not aware, at this date, of any
business, other than the matters set forth in the notice of the meeting, that
will come before the meeting, If any other matters should properly come
before the meeting, it is the intention of the person named in the Proxy to
vote thereon in accordance with that person's best judgment.
All information contained in this Proxy Statement relating to the
security holdings of Executive Officers and Directors of the Company is based
upon information received from the individual Executive Officers and
Directors. The annual report to shareholders for the fiscal year ended
December 31, 1995, accompanies this Proxy Statement. The Company's annual
report to the Securities and Exchange Commission on Form 10-K for the fiscal
year ended December 31, 1995, which contains the audited financial statements
of the Company, is included in the annual report. Copies of the exhibits to
the Form 10-K are available from the Company upon written request to David R.
DeYoung, President, 6486 South Quebec, Englewood, Colorado 80111 and payment
of the Company's out-of-pocket expenses therefor.
BY ORDER OF THE BOARD OF DIRECTORS
DATED: APRIL 29, 1996 ROBERT WIEGAND II, SECRETARY
8
<PAGE>
PROXY 1MAGE SOFTWARE, INC. PROXY
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS MAY 30, 1996
The undersigned stockholder of 1MAGE Software, Inc. acknowledges receipt of
the Notice of Annual Meeting of Stockholders, to be held May 30, 1996 at 9:00
a.m., Mountain Daylight time, at the Hampton Inn, 9231 E. Arapahoe, Englewood,
Colorado and hereby appoints David R. DeYoung, with the power of substitution,
as Attorney and Proxy to vote all the shares of the undersigned at said Annual
Meeting of Stockholders and at all adjournments thereof, hereby ratifying and
confirming all that said attorney and Proxy may do or cause to be done by virtue
hereof. The above-named Attorney and Proxy is instructed to vote all of the
undersigned shares as follows:
<TABLE>
<C> <S> <C>
1. Election of Directors
/ / For nominees listed below (except as marked / / WITHHOLD AUTHORITY to vote
to the contrary below) for all nominees listed below
David R. DeYoung Daniel N. Warner Charles E. Burns Robert Wiegand II Mary Anne DeYoung
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST
ABOVE.
2. To ratify the selection of Karsh & Co., P.C. as the Company's independent public accountants for the calendar year
ending December 31, 1996.
/ / FOR / / AGAINST / / ABSTAIN
3. To transact such other business as may properly come before the meeting.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED
IN FAVOR OF ITEMS 1 THROUGH 3.
IMPORTANT: Please sign your name exactly as it appears on your stock
certificate. If shares are held jointly, each holder should sign. Executors,
trustees and other fiduciaries should so indicate when signing. Please sign,
date and return this Proxy so that your shares may be voted at the meeting.
Dated --------------------------------- , 1996
----------------------------------------------
Signature
----------------------------------------------
Signature if held jointly
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
/ / Please check box if you intend to be present at the Annual Meeting of
Stockholders.
