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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Z-AXIS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(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.:
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(3) Filing Party:
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(4) Date Filed:
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Z-AXIS CORPORATION
7395 E. Orchard Road, Suite 100
Greenwood Village, Colorado 80111
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held: September 29, 1997
To the Shareholders of Z-Axis Corporation:
Notice is hereby given of the Annual Meeting of Shareholders of Z-Axis
Corporation (the "Company"), a Colorado corporation, to be held at Z-Axis
Corporation, 7395 E. Orchard Road, Suite 100, Greenwood Village, Colorado on
September 29, 1997 at 3:00 p.m. for the following purposes:
1. To elect directors of the Company for the ensuing corporate year
2. To consider such other matters as may properly come before the meeting.
Only shareholders of record at the close of business on July 29, 1997 are
entitled to be notified of and to vote at the meeting.
It is important that your shares be represented at the meeting. The Board of
Directors of the Company extends a cordial invitation to all shareholders to
attend and recommends that you execute and mail the enclosed Proxy in the
return envelope as promptly as possible. Shareholders who attend the meeting
in person may revoke their proxies and vote in person.
By Order of the Board of Directors
/s/ MARILYN T. HELLER
Marilyn T. Heller, Secretary
Englewood, Colorado
July 29, 1997
<PAGE>
Z-AXIS CORPORATION
7395 E. Orchard Road, Suite 100
Greenwood Village, Colorado 80111
PROXY STATEMENT
This Proxy Statement is being furnished to the shareholders of Z-Axis
Corporation (the "Company") in connection with the solicitation by the Board
of Directors of the Company of proxies to be voted at the Annual Meeting of
Shareholders to be held on September 29, 1997. The approximate date on which
this Proxy Statement and the form of proxy are first to be sent or given to
the shareholders is August 29, 1997. Some of the officers and regular
employees of the Company, without additional compensation, may solicit
proxies personally or by telephone, if deemed necessary. The cost of
solicitation will be borne by the Company. A shareholder may revoke a proxy
previously given by him or her at any time prior to its use, by giving
written notice of such revocation to the Secretary of the Company. All
proxies received by the Board of Directors of the Company and not revoked
will be voted at the meeting.
Except as described below, shareholders of record at the close of business on
July 29, 1997, will be entitled to one vote per share on all business
transacted at the meeting. If one-third of the outstanding shares are
present at the meeting in person or represented by proxy and entitled to
vote, such shares will constitute a quorum. Each matter coming before the
Annual Meeting requires for approval the affirmative vote of the majority of
the quorum present at the meeting, in person or by proxy and entitled to
vote. At the close of business on July 29, 1997, there were 3,765,000 shares
of the common stock ($0.001 par value) entitled to vote.
PROPOSAL #1: ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
PERSONS NOMINATED BY THE BOARD OF DIRECTORS
The following persons have been nominated to serve on the Board of Directors
of the Company until the next Annual Meeting of Shareholders: Steven H.
Cohen, Alan Treibitz, Marilyn T. Heller, Marvin A. Davis and James E.
Pacotti, Jr. If one or more of the current nominees at the time of the
meeting is unable to serve or for good cause will not serve, the shares
represented by the proxies solicited by the Board of Directors will be voted
for the other directors who are nominated and for any substitute nominee(s)
designated by the Board of Directors.
NOMINEES TO THE BOARD OF DIRECTORS
The Company's existing Board of Directors consists of five members. Officers
and directors are elected annually and serve until their respective
successors are elected. Although the Company pays no fees to its directors
for attending Board meetings, it awards 3,000 shares of its common stock
annually to those outside Board members who are neither officers nor
employees. The Company's Board of Directors has one standing committee: the
Compensation Committee, whose members are Dr. Cohen, Mr. Davis and Mr.
Pacotti. The Compensation Committee has general responsibility for all
employee compensation and benefit matters,
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including recommendation to the full Board on compensation of officers and
benefit plans. The Compensation Committee met once during the fiscal year
ended March 31, 1997.
The Board of Directors held five meetings during the fiscal year ended March
31, 1997. All members of the Board were present at each meeting.
The following table sets forth the name and age of each nominee to the Board
of Directors and any other position held with the Company:
Name of individual Age Office or position
- --------------------------------------------------------------------------------
Steven H. Cohen 61 Chief Executive Officer, Director
Alan Treibitz 45 Chief Operating Officer, President,
Chief Financial Officer, Treasurer,
Director
Marilyn T. Heller 67 Secretary, Director
Mr. Marvin A. Davis 59 Director
Mr. James E. Pacotti, Jr. 50 Director
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OTHER EXECUTIVE OFFICERS
The following table sets forth the name and age of each executive officer
that is not a member of the Board of Directors:
Name of individual Age Office or position
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Jon D. Ackelson 54 Vice President, Production
Stephanie S. Kelso 46 Vice President, Sales and Marketing
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BACKGROUND INFORMATION
Background information concerning the principal occupation and business
experience of the officers and directors of the Company is presented below:
Steven H. Cohen has served as Chief Executive Officer since March 1, 1993,
as President from June 1983 to March 1993 and as a Director since June 1983.
He received a Ph.D. degree from the University of Denver in 1973 and a
bachelor's and a master's degree from St. Louis University in 1958 and 1965,
respectively. Dr. Cohen is married to Ms. Heller.
Alan Treibitz has served as Chief Operating Officer and President since March
1, 1993, and as Chief Financial Officer, Treasurer and Director since October
1983. He received a bachelor's degree from Pomona College in 1974. Mr.
Treibitz is married to Ms. Heller's daughter.
Marilyn T. Heller has served as Secretary and Director since October 1983.
She received a bachelor's degree from the University of Denver in 1967. From
1981 to 1991, she was a marketing representative at Bank Western of Denver.
From 1992 to 1993, she was Marketing Director at Health Mark, Inc. Ms.
Heller devotes
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such time to the affairs of the Company as is necessary to discharge her
duties as Secretary and Director. Ms. Heller is married to Dr. Cohen.
Mr. Marvin A. Davis has served as Director since April 1997. He received a
bachelor's degree and MBA from Washington University. Since 1992, he has
served as President of Grisanti, Galef & Goldress, a crisis management firm
that has assisted many of the foremost buy-out firms in the United States.
Mr. Davis, is also currently serving as Chairman and CEO of Datamax
Corporation, a manufacturer of bar code printers. From 1962 to 1992, Mr.
Davis has served in senior executive management and consulting positions with
several different organizations in various industries. Mr. Davis has authored
several publications and articles that have appeared in journals such as
Business Week, Wall Street Journal and CEO Magazine.
Mr. James E. Pacotti, Jr. has served as Director since April 1997. He
received a bachelor's degree from Colorado State University and Distinguished
Military Graduate Honors. He has served as Vice President, Sales of
Expertec, Inc., a software development company specializing in field service
management software applications, since April 1996. From December 1975 to
February 1996, Mr. Pacotti served in various senior exective management and
sales positions in the computer software and hardware industry. From August
1968 to November 1973, Mr. Pacotti served as a Captain in the United States
Army.
Jon D. Ackelson has served as Vice President, Production since April 1995 and
as Director of Production from December 1992 to March 1995. Prior to joining
the Company in 1992, he was employed as a producer, writer and director in
the motion picture and television industries. Mr. Ackelson received a
bachelor's degree from the University of Miami and a Masters degree from the
University of Denver.
Stephanie Kelso has served as Vice President, Sales and Marketing since April
1995 and as Director, Sales and Marketing from February 1993 to March 1995.
Prior to joining the Company in 1993, Ms. Kelso was the General Manager of a
national computer graphics company.
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Dr. Cohen and Mr.
Treibitz. The agreements provide for each of them to assign to the Company
all rights to inventions and other matters developed in the course of their
employment. The agreements also provide that they may not, during the term
of their employment or for two years thereafter, accept or perform any work
that directly or indirectly interferes in any way with the work or
relationship of the Company with its customers or other employees. They have
agreed to maintain the confidentiality of Company information and not to
compete directly or indirectly through the use of proprietary information for
one year following the termination of their employment for any reason. The
employment agreements may be terminated by either the Company or the
individual upon thirty days notice without cause or without prior notice for
cause, including a material breach of the agreement. Compensation under the
agreements is determined annually by the Compensation Committee of the Board
of Directors.
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EXECUTIVE COMPENSATION
The following table sets forth the aggregate remuneration earned and accrued
by the Company for the fiscal years ended March 31, 1997, 1996, and 1995 for
the Chief Executive Officer and the Chief Operating Officer of the Company on
March 31, 1997:
<TABLE>
Fiscal Salary Bonus Other Compensation
Name and principal position year ($) ($) ($)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Steven H. Cohen,
Chief Executive Officer 1997 99,552 0 0
1996 95,000 0 0
1995 94,542 39,061 0
Alan Treibitz,
Chief Operating Officer, 1997 99,552 0 0
President, Chief Financial- 1996 95,000 0 0
Officer 1995 94,542 39,061 0
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</TABLE>
The bonuses earned by Dr. Cohen and Mr. Treibitz during the fiscal year ended
March 31, 1995 were awarded under an ongoing program, which is authorized
annually by the Board of Directors and administered by the Compensation
Committee for attaining certain profit or other goals. No such bonuses were
earned during the fiscal years ended March 31, 1996 and March 31, 1997. Dr.
Cohen and Mr. Treibitz do not participate in decisions regarding their own
compensation.
OPTIONS GRANTED IN THE LAST FISCAL YEAR
The following table sets forth certain information regarding options granted
to the Chief Executive Officer and Chief Operating Officer during the fiscal
year ended March 31, 1997:
<TABLE>
Percent of
Number total Potential realizable value at
of options assumed annual rates of
securities granted to Exercise stock price appreciation for
underlying employees price per option terms (2)
options in fiscal share Expiration -----------------------------
Name granted (#) year (%) ($/share) (1) date 5% 10%
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<S> <C> <C> <C> <C> <C> <C>
Steven H. Cohen 5,000 4.55% $0.138 03/14/2002 $190 $420
Alan Treibitz 5,000 4.55% $0.138 03/14/2002 $190 $420
</TABLE>
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(1) The exercise price per share of granted options for Steven H. Cohen and
Alan Treibitz was equal to 110% of the fair market value of the Common Stock
on the date of the grant as reported on the Electronic Bulletin Board.
(2) The potential realizable value is calculated based on the term of the option
(5 years). It is calculated assuming that the fair market value of the
Company's Common Stock on the date of grant appreciates at the indicated
annual rate compounded annually for the entire term of the option and that
the option is exercised and sold on the last day of its term for the
appreciated stock price.
Options to purchase 5,000 shares at $0.125 per share were granted to a
director, who is the spouse of the Chief Executive Officer, during the fiscal
year ended March 31, 1997.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth information with respect to (i) the exercise
of stock options by the Chief Executive Officer and Chief Operating Officer
during the fiscal year ended March 31, 1997, (ii) the number of securities
underlying unexercised options held by the Chief Executive Officer and Chief
Operating Officer as of March 31, 1997 and (iii) the value of unexercised
in-the-money options (i.e., options for which the fair market value of the
Common Stock ($0.1875 at March 31, 1997 exceeds the exercise price) as of
March 31, 1997:
<TABLE>
Value of unexercised in-the-
Number of unexercised options at money options at fiscal year end
Shares fiscal year end ($) (1)
Acquired to --------------------------------------------------------------------
Name Exercise Exercisable Unexercisable Exercisable Unexercisable
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Steven H. Cohen 0 5,000 0 $248 $0
Alan Treibitz 0 5,000 0 $248 $0
(1) Based on the fair market value of the Common Stock as of March 31, 1997 ($0.1875) minus the
exercise price, multiplied by the number of shares underlying the option.
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number of shares of common stock
beneficially owned by each owner of 5% or more of the Company's common stock,
by each director and by all director's and officers as a group, and the
percentage of the outstanding common stock owned by such persons and by such
group, as of March 31, 1997. For purposes of this presentation, beneficial
ownership is deemed to be the possession of sole voting and investment
powers, unless otherwise indicated.
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Name and address of Shares of common stock Percent of
beneficial owner beneficially owned common stock
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Steven H. Cohen (1) 582,688 15.5%
7395 E. Orchard Road, Suite 100
Greenwood Village, CO 80111
Valerie L. Switzer (2) 398,391 10.6%
16020 East Milan Drive
Aurora, CO 80013
Gold C Enterprises, Inc. 393,750 10.5%
1670 York Street
Denver, CO 80206
Alan Treibitz 388,391 10.3%
7395 E. Orchard Road, Suite 100
Greenwood Village, CO 80111
Marilyn T. Heller (1) 147,975 3.9%
4530 South Verbena
Denver, CO 80237
All officers and directors as a group 1,119,054 29.7%
(5 persons)
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(1) Dr. Cohen and Ms. Heller disclaim beneficial ownership of the Company's
common stock owned by the other.
(2) Includes 213,332 shares of common stock owned by Mrs. Switzer's minor
children of which Mrs. Switzer is beneficial owner.
CERTAIN TRANSACTIONS
LOANS TO THE COMPANY
During the period from 1985 to 1988, Ms. Heller, an officer and director of
the Company, loaned the Company a total of $65,135 under the terms of a
series of promissory notes. The notes were due on May 1, 1997, however the
notes have been extended by Ms. Heller. Repayments of principal during the
year ended March 31, 1997 were $3,289. At March 31, 1997, the balance
outstanding under these notes, which provide for a variable interest rate
based upon the current Treasury bill interest rate, was $11,691.
During years prior to 1989, the Company became indebted to Dr. Cohen and Mr.
Treibitz, each an officer and director of the Company, and an employee for
regular salary compensation. At March 31, 1992, this
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indebtedness was converted to long-term promissory notes. The promissory
notes bear interest at the prime rate plus 3% per annum and are due on May 1,
1998. The promissory note to Dr. Cohen was paid in full during the fiscal
year ended March 31, 1996. During the year ended March 31, 1997, the Company
made a principal payment to Mr. Treibitz in the amount of $2,000. As of
March 31, 1997, the unpaid principal and accrued interest was $71,187.
Subsequent to the fiscal year end, the Company paid Mr. Treibitz' note in
full and the employee was paid the principal balance on the note. The
accrued principal and interest due to the employee currently is $38,675.
The Board of Directors believes that the terms of the transactions set forth
above were at least as favorable as could have been derived from transactions
with unaffiliated third parties.
SHAREHOLDER PROPOSALS
Shareholders may submit proposals for inclusion, under certain conditions, in
the 1998 Proxy Statement for consideration at the 1998 Annual Meeting.
Shareholders' proposals must be received at the Company's corporate office
before March 31, 1998, for inclusion in the 1998 proxy material.
OTHER MATTERS
The Board of Directors knows of no other business to be presented at the
Annual Meeting. If other matters do come before the meeting, it is the
intention of the persons named in the accompanying form of proxy to vote each
proxy in accordance with their best judgment on such matters.
INDEPENDENT AUDITORS
The Company has selected BDO Seidman, LLP, as its independent auditors for
the current fiscal year. A representative of BDO Seidman, LLP is expected to
be present at the Annual Meeting with the opportunity to make a statement if
he or she desires to do so and will also be expected to be available to
respond to appropriate questions.
ANNUAL REPORT
The Company's 1997 Annual Report to Shareholders is enclosed with this Proxy
Statement.
IF YOU CAN NOT ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE AND
PROMPTLY MAIL THE ENCLOSED PROXY.
/s/ MARILYN T. HELLER
Marilyn T. Heller, Secretary
Englewood, Colorado
July 29, 1997
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Z-AXIS CORPORATION
7395 E. ORCHARD ROAD, SUITE 100
GREENWOOD VILLAGE, CO 80111
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven H. Cohen and Alan Treibitz as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all the shares of common stock of
Z-Axis Corporation held of record by the undersigned at the close of business
on July 29, 1997, at the Annual Meeting of Shareholders to be held on
September 29, 1997 or any adjournment thereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
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<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS (Check One)
FOR all nominees listed below (except as WITHHOLD AUTHORITY to vote for
--- marked to the contrary below). --- all nominees listed below.
INSTRUCTION: To withhold authority to vote for any nominee, strike a line through the
nominee's name in the list below.
Steven H. Cohen Alan Treibitz Marilyn T. Heller Marvin A. Davis James E. Pacotti, Jr.
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting (Check one).
TO APPROVE TO WITHHOLD APPROVAL
--- ---
This Proxy when properly executed will be used in a manner directed herein by
the authorized shareholder.
Dated: , 1997
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Signature
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY ----------------------------------------
CARD PROMPTLY, USING THE ENCLOSED ENVELOPE Signature, if held jointly
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