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
ACCELR8 TECHNOLOGY 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):
_____ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
_____ $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>
ACCELR8 TECHNOLOGY CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JANUARY 26, 1999
Notice is hereby given that the Annual Meeting of the Shareholders (the
"Annual Meeting") of Accelr8 Technology Corporation, a Colorado corporation (the
"Company"), will be held at 2:30 p.m. on January 26, 1999, at the Warwick Hotel
at 1776 Grant Street, Denver, Colorado 80203, and any adjournments or
postponements thereof for the following purposes:
1. To elect the following three (3) persons to serve as directors of the
Corporation until the next Annual Meeting of Shareholders and
thereafter until their successors shall have been elected and
qualified: Thomas V. Geimer, David C. Wilhelm and A. Alexander Arnold.
2 To ratify the selection of Deloitte & Touche LLP as the independent
public accountants of the Company for the fiscal year ending July 31,
1999;
3. To consider and act upon such other business as may properly come
before the Meeting or any adjournments thereof.
Only Shareholders of record at the close of business on December 21, 1998,
shall be entitled to notice of and to vote at the Annual Meeting or any
adjournments thereof. All Shareholders are cordially invited to attend the
Annual Meeting in person.
By Order of the Board of Directors
Thomas V. Geimer, Chairman of the Board
December 23, 1998
Denver, Colorado
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES OF COMMON
STOCK TO BE VOTED, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY THE ENCLOSED
PROXY WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS ENCLOSED
FOR THAT PURPOSE.
<PAGE>
ACCELR8 TECHNOLOGY CORPORATION
303 East Seventeenth Avenue, Suite 108
Denver, Colorado 80203
PROXY STATEMENT
Dated December 23, 1998
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 26, 1999
GENERAL
-------
This Proxy Statement is being furnished to the shareholders of Accelr8
Technology Corporation, a Colorado corporation (the "Company"), in connection
with the solicitation of proxies by the Board of Directors of the Company (the
"Board of Directors") from holders (the "Shareholders") of outstanding shares of
common stock, no par value, of the Company (the "Common Stock"), for use at the
Annual Meeting of the Shareholders to be held at 2:30 p.m. on January 26, 1999,
at the Warwick Hotel at 1776 Grant Street, Denver, Colorado 80203, and any
adjournments or postponements thereof (the "Annual Meeting"). This Proxy
Statement, Notice of Annual Meeting of Shareholders and the accompanying Proxy
Card are first being mailed to shareholders on or about December 23, 1998.
VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------
Only Shareholders of record at the close of business on December 21, 1998,
(the "Record Date") are entitled to notice of and to vote the shares of Common
Stock, no par value, of the Company held by them on such date at the Annual
Meeting or any and all adjournments thereof. As of the Record Date 7,823,117
shares of Common Stock were outstanding. There was no other class of voting
securities outstanding at that date.
Each share of Common Stock held by a Shareholder entitles such Shareholder
to one vote on each matter that is voted upon at the Annual Meeting or any
adjournments thereof.
The presence, in person or by proxy, of the holders of 33% of the
outstanding shares of Common Stock is necessary to constitute a quorum at the
Annual Meeting. Assuming that a quorum is present, (i) the affirmative vote of
the holders of a majority of the shares of Common Stock present at the Annual
Meeting in person or by proxy will be required to elect each of the three
nominees for directors of the Company and (ii) the affirmative vote of the
holders of a majority of the shares of Common Stock present at the Annual
Meeting in person or by proxy will be required to ratify the selection of
Deloitte & Touche LLP as the independent public accountants of the Company for
the fiscal year ending July 31, 1999.
Abstentions and broker "non-votes" will be counted toward determining the
presence of a quorum for the transaction of business; however, abstentions will
have the effect of a negative vote on the proposals being submitted. Abstentions
may be specified on all proposals. A broker "non-vote" will have no effect on
the outcome of any of the proposals.
3
<PAGE>
If the accompanying proxy is properly signed and returned to the Company
and not revoked, it will be voted in accordance with the instructions contained
therein. Unless contrary instructions are given, the persons designated as proxy
holders in the accompanying Proxy will vote "FOR" the election of the three
nominees for directors of the Company and "FOR" the ratification of the
selection of Deloitte & Touche LLP as the independent public accountants of the
Company for the fiscal year ending July 31, 1999 and as recommended by the Board
of Directors with regard to any other matters or, if no such recommendation is
given, in their own discretion. The Company's executive officers, directors and
key employees have advised the Company that they intend to vote their shares
(including those shares over which they hold voting power), representing
approximately 15.5% as of October 31, 1998 of the outstanding shares of Common
Stock, in favor of each of the proposals above. Each Proxy granted by a
Shareholder may be revoked by such Shareholder at any time thereafter by writing
to the Secretary of the Company prior to the Meeting, or by execution and
delivery of a subsequent Proxy or by attendance and voting in person at the
Annual Meeting, except as to any matter or matters upon which, prior to such
revocation, a vote shall have been cast pursuant to the authority conferred by
such Proxy.
Representatives from Deloitte & Touche LLP are not expected to attend the
Annual Meeting. As a result, the Company does not anticipate that any
representative from Deloitte & Touche LLP will be available to make a statement
or respond to any questions at the Annual Meeting.
The cost of soliciting these Proxies, consisting of the printing, handling,
and mailing of the Proxy and related material, and the actual expense incurred
by brokerage houses, custodians, nominees and fiduciaries in forwarding proxy
materials to the beneficial owners of the shares of Common Stock, will be paid
by the Company.
In order to assure that there is a quorum, it may be necessary for certain
officers, directors, regular employees and other representatives of the Company
to solicit Proxies by telephone or telegraph or in person. These persons will
receive no extra compensation for their services.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
----------------------------------------
OWNERS AND MANAGEMENT
---------------------
The following table sets forth information as of the Record Date
concerning: (i) each person who is known by the Company to own beneficially more
than 5% of the Company's outstanding Common Stock; (ii) each of the Company's
executive officers, directors and key employees; and (iii) all executive
officers and directors as a group. Common Stock not outstanding but deemed
beneficially owned by virtue of the right of an individual to acquire shares
within 60 days is treated as outstanding only when determining the amount and
percentage of Common Stock owned by such individual. Except as noted, each
person or entity has sole voting and sole investment power with respect to the
shares shown.
4
<PAGE>
SHARES BENEFICIALLY OWNED
Amount and Nature of Percent of
Name Position Beneficial Ownership Ownership
- ---- -------- -------------------- ---------
Thomas V. Geimer(1), (2) Director and 240,700 3.0%
Executive Officer
Harry J. Fleury(1), (3) Executive Officer 243,750 3.1%
Timothy Fitzpatrick(1),(4) Key Employee 145,000 1.8%
Dr. Franz Huber(1),(5) Key Employee 98,500 1.2%
A. Alexander Arnold III(6) Director 850,000 10.8%
845 Third Ave., 6th Flr
New York, NY 10021
David C. Wilhelm(7) Director 228,500 2.9%
333 Logan Street
Denver, CO 80203
Officers and Directors 1,562,950 18.89%
As a Group (4 persons)
- ---------------------------------
(1) The address for Messrs. Geimer, Fleury, Fitzpatrick and Huber is 303 East
Seventeenth Avenue, Suite 108, Denver, Colorado 80203.
(2) Does not include 1,129,110 shares, which were acquired by Mr. Geimer upon
exercise of his warrants and options on October 14, 1997 and simultaneously
contributed to a Rabbi Trust of which Mr. Geimer is the beneficiary. Mr.
Geimer contributed warrants and options entitling him to 1,140,000 shares
in a "cashless exercise" and in return received 1,129,110 shares,
forfeiting the remaining 10,890 shares. See Note 2 to Financial Statements
included in the Annual Report to Shareholders, separately enclosed
herewith, for further information. Also includes 100,000 shares which may
be purchased by Mr. Geimer upon exercise of fully vested options; 50,000
shares which may be purchased by Mr. Geimer upon exercise of options which
will vest on January 31, 1999; and 50,000 shares which may be purchased by
Mr. Geimer upon exercise of options which will vest on July 31, 1999.
(3) Includes 100,000 shares which may be purchased by Mr. Fleury upon exercise
of fully-vested options and 50,000 shares which may be purchased by Mr.
Fluery upon exercise of options which will vest either in increments of 20%
each on July 31, 1999, 2000, 2001, 2002, 2003 or immediately on July 31,
1999 if certain financial performance benchmarks of the Corporation are
met.
(4) Represents 95,000 shares which may be acquired by Mr. Fitzpatrick upon
exercise of fully vested options and 50,000 shares which may be purchased
by Mr. Fitzpatrick upon exercise of options which will vest either in
increments of 20% each on July 31, 1999, 2000, 2001, 2002, 2003 or
immediately on July 31, 1999 if certain financial performance benchmarks of
the Corporation are met.
(5) Includes 96,500 shares, which may be acquired by Mr. Huber upon exercise of
options.
(6) Represents 800,000 shares held by four trusts. Mr. Arnold merely serves as
trustee for each of those trusts but is not a beneficiary of and has no
pecuniary interest in any of those trusts. Also includes 50,000 shares,
which may be purchased by Mr. Arnold upon the exercise of options.
(7) Includes 162,225 shares held by the Jean C. Wilhelm Trust, of which Mr.
Wilhelm is the lifetime beneficiary and trustee, 162,225 shares held by the
David C. Wilhelm Living Trust, of which Mr. Wilhelm is the beneficiary, and
50,000 shares which may be purchased by Mr. Wilhelm upon exercise of
options.
5
<PAGE>
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors did not hold any meetings, nor were there any formal
committee meetings held, during the fiscal year ended July 31, 1998. All action
taken by the Board of Directors during the fiscal year was by unanimous written
consent of the members of the Board of Directors. The Board of Directors
currently consists of three members, each of whom are proposed for re-election
at the Annual Meeting.
The Board of Directors maintains a Compensation Committee and an Audit
Committee. The Compensation Committee is comprised of Messrs. Arnold and
Wilhelm, the Company's non-management directors. The primary function of the
Compensation Committee is to review and make recommendations to the Board with
respect to the compensation, including bonuses, of the Company's officers and to
administer the Company's stock option plans. The Audit Committee is comprised of
Messrs. Arnold and Wilhelm. The function of the Audit Committee is to review and
approve the scope of audit procedures employed by the Company's independent
auditors, to review and approve the audit reports rendered by the Company's
independent auditors and to approve the audit fee charged by the independent
auditors. The Audit committee reports to the Board of Directors with respect to
such matters and recommends the selection of independent auditors.
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the annual and
long-term compensation for services in all capacities to the Company in the
three fiscal years ended July 31, 1998, of Thomas V. Geimer and Harry J. Fleury,
who are the Company's most highly compensated executive officers, and Timothy
Fitzpatrick, a key employee of the Company.
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
-------------------------------------------------------- --------------
Other Securities
Name and Fiscal Annual Underlying
Principal Position Year Salary Bonus Compensation Options
- ------------------ ---- ------ ----- ------------ -------
<S> <C> <C> <C> <C> <C>
Thomas V. Geimer 1998 $100,000 $112,500(1) $ 6,324(2) 100,000(5)
Chief Executive Officer 1997 $ 89,423 $ 75,000(1) $ 3,000(2) --
and Chief Financial 1996 $ 70,458 $ 37,500(1) $ -- 1,200,000(3)
Officer
Harry J. Fleury 1998 $ 75,000 47,570(4) $ -- --
President 1997 $ 69,076 $ 6,025(4) $ -- --
1996 $ 61,000 $ 10,331(4) $ -- --
Timothy Fitzpatrick 1998 $ 65,000 $166,422(6) $ -- --
Vice President 1997 $ 62,885 $ 40,443(6) $ -- --
Sales and Marketing 1996 $ 57,885 $ 44,030(6) $ -- --
- ----------------------------
6
</TABLE>
<PAGE>
(1) Represents deferred compensation for Mr. Geimer pursuant to the Company's
deferred compensation plan, $37,500 of which vested during the fiscal year
ended July 31, 1996, and $75,000 of which vested during the fiscal year
ended July 31, 1997, and $112,500 of which vested during the fiscal year
ended July 31, 1998.
(2) Represents reimbursement of premium on life insurance.
(3) Represents stock options and warrants to purchase an aggregate of 1,200,000
shares at an exercise price of $0.24 per share that were exercised. See
Note 2 to Financial Statements included in the Annual Report to
Shareholders separately enclosed herewith, for further information.
(4) Includes sales commissions earned by Mr. Fleury on revenues from certain
international sales.
(5) Represents stock options to purchase 100,000 shares at an exercise price of
$12.00 per share.
(6) Represents sales commissions earned by Mr. Fitzpatrick on revenues from
certain domestic sales.
Option/Warrant Values. The following table provides certain information
concerning the fiscal year end value of unexercised options or warrants held by
Mr. Fleury and Mr. Geimer, who are the Company's most highly compensated
executive officers, and for Mr. Fitzpatrick.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1998 Fiscal Year
and Fiscal Year End Option Values
Shares Number of Unexercised Value of Unexercised
Acquired on Value Options at Fiscal Year In-the-Money Options
Name Exercise Realized End at Fiscal Year End(1)
- ---- ----------- ----------- ---------------------- --------------------
Exer- Unexer- Exer- Unexer-
cisable cisable cisable cisable
------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Harry J. Fleury 0 0 100,000 0 $464,000 0
Thomas V. Geimer 1,129,110(2) $27,502,500 100,000 0 $ 0 0
Timothy Fitzpatrick 0 0 95,000 0 $440,800 0
- ------------------------------------
(1) Value calculated by determining the difference between the closing sales
price on July 31, 1998, of $5.00 per share and the exercise price of the
options or warrants. Fair market value was not discounted for restricted
nature of any stock purchased on exercise of these options or warrants.
(2) Represents shares, which were purchased by Mr. Geimer upon exercise of
warrants and options. Mr. Geimer exercised these options and warrants on
October 14, 1997, and simultaneously contributed the shares acquired to a
Rabbi Trust. Mr. Geimer contributed warrants and options entitling him to
1,140,000 shares in a "cashless exercise" and in return received 1,129,110
shares, forfeiting the remaining 10,890 shares. See Note 2 to Financial
Statements included in the Annual Report to Shareholders, separately
enclosed herewith, for further information.
</TABLE>
Compensation Pursuant to Plans
Employee Retirement Plan. During fiscal year 1996, the Company established
a SARSEP-IRA employee pension plan that covers substantially all full-time
employees. Under the plan, employees have the option to contribute up to the
lesser of 15% of their compensation or $10,000. The Company may make
discretionary contributions to the plan based on recommendations from the Board
of Directors. The Company made no contribution for the year fiscal year ended
July 31, 1998. For the fiscal year ended July 31, 1997, the Company contributed
an aggregate of $15,360 to the plan.
7
<PAGE>
Deferred Compensation Plan. In January 1996, the Company established a
deferred compensation plan for the Company's employees. The Company may make
discretionary contributions to the plan based upon recommendations from the
Board of Directors. For each of the fiscal years ended July 31, 1996, 1997 and
1998, the Company contributed $75,000 to the plan.
Options and Warrants. The Company currently has outstanding an aggregate of
335,000 options issued to employees of the Company pursuant to the Company's
1987 non-qualified stock option plan (the "1987 Plan"). The 335,000 options are
exercisable at a price of $0.36 per share. The Company's Board of Directors
during the 1994 fiscal year adopted a resolution providing that for so long as a
recipient of an option grant remains in the employ of the Company, the options
held will not expire and if the recipient's employment is terminated, the holder
will have up to 90 days after termination to exercise any vested but previously
unexercised options. In 1997, the Board of Directors passed a further resolution
clarifying that upon the death of an optionee, an unexercised option will remain
exercisable for a period of one year by, and only by, the person to whom the
optionee's rights have passed by will or by the laws of descent and
distribution. The Company's Board of Directors administers all options
previously granted. The options provide for adjustment of the number of shares
issuable in the case of stock dividends or stock splits or combinations and
adjustments in the case of recapitalization, merger or sale of assets.
On October 14, 1997, Thomas V. Geimer exercised an aggregate of 1,140,000
warrants and options to acquire 1,129,110 shares of the Company's common stock
in a "cashless exercise" at the equivalent exercise price of $0.24 per share.
Mr. Geimer forfeited the remaining 10,890 shares as a result of the "cashless
exercise". Simultaneously with Mr. Geimer's exercise of the warrants and options
he contributed the 1,129,110 shares he received to a Rabbi Trust, of which Mr.
Geimer is the beneficiary. Under the terms of the Rabbi Trust the shares will be
held in the trust, and carried as treasury stock by the Company. The Rabbi Trust
provides that upon Mr. Geimer's death, disability, or termination of his
employment the shares will be released ratably over the subsequent ten (10)
years, unless the Board of Directors determines otherwise. See Note 2 to the
Financial Statement for further information.
The Board of Directors of the Company has adopted an incentive stock option
plan (the "Qualified Plan") which provides for the grant of options to purchase
an aggregate of not more than 700,000 shares of the Company's Common Stock. The
purpose of the Qualified Plan is to make options available to management and
employees of the Company in order to provide them with a more direct stake in
the future of the Company and to encourage them to remain with the Company. The
Qualified Plan provides for the granting to management and employees of
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "Code").
The Board of Directors of the Company has adopted a non-qualified stock
option plan (the "Non-Qualified Plan") which provides for the grant of options
to purchase an aggregate of not more than 300,000 shares of the Company's Common
Stock. The purpose of the Non-Qualified Plan is to provide certain key
employees, independent contractors, technical advisors and directors of the
Company with options in order to provide additional rewards and incentives for
contributing to the success of the Company. These options are not incentive
stock options within the meaning of Section 422 of the Code.
8
<PAGE>
The Qualified Plan and the Non-Qualified Plan (the "Stock Option Plans")
will be administered by a committee (the "Committee") appointed by the Board of
Directors which determines the persons to be granted options under the Stock
Option Plans and the number of shares subject to each option. No options granted
under the Stock Option Plans will be transferable by the optionee other than by
will or the laws of descent and distribution and each option will be
exercisable, during the lifetime of the optionee, only by such optionee. Any
options granted to an employee will terminate upon his ceasing to be an
employee, except in limited circumstances, including death of the employee, and
where the Committee deems it to be in the Company's best interests not to
terminate the options.
The exercise price of all incentive stock options granted under the
Qualified Plan must be equal to the fair market value of such shares on the date
of grant as determined by the Committee, based on guidelines set forth in the
Qualified Plan. The exercise price may be paid in cash or (if the Qualified Plan
shall meet the requirements of rules adopted under the Securities Exchange Act
of 1934) in Common Stock or a combination of cash and Common Stock. The term of
each option and the manner in which it may be exercised will be determined by
the Committee, subject to the requirement that no option may be exercisable more
than 10 years after the date of grant. With respect to an incentive stock option
granted to a participant who owns more than 10% of the voting rights of the
Company's outstanding capital stock on the date of grant, the exercise price of
the option must be at least equal to 110% of the fair market value on the date
of grant and the option may not be exercisable more than five years after the
date of grant.
The Stock Option Plans were approved by the Company's shareholders at a
Special Shareholders Meeting held on November 8, 1996. As of July 31, 1998,
25,000 options, exercisable at $7.25 per share of Common Stock, had been issued
to each of Messrs. Wilhelm and Arnold pursuant to the Non-Qualified Plan and a
total of 203,500 options exercisable at $12.00 to $23.875 per share of Common
Stock had been issued to employees pursuant to the Qualified Plan.
CERTAIN TRANSACTIONS
During fiscal year 1996, the Company established a deferred compensation
plan for the Company's employees. The Company may make discretionary
contributions to the plan based on recommendations from the Board of Directors.
As of July 31, 1998, the deferred compensation agreement was funded in the
amount of $225,000 for Thomas V. Geimer, and Mr. Geimer was vested in $225,000
of this amount.
There were no other transactions or series of transactions for the fiscal
year ended July 31, 1998, nor are there any currently proposed transactions, or
series of the same to which the Company is a party, in which the amount involved
exceeds $60,000 and in which, to the knowledge of the Company, any director,
executive officer, nominee, five percent shareholder or any member of the
immediate family of the foregoing persons, have or will have a direct or
indirect material interest.
9
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities and Exchange Act of 1934, as amended,
generally requires the Company's directors and executive officers and persons
who own more than 10% of a registered class of the Company's equity securities
("10% owners") to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Directors and executive officers and 10%
owners are required by Securities and Exchange Commission regulation to furnish
the Company with copies of all Section 16(a) forms they file. To the Company's
knowledge, based solely on review of copies of such reports furnished to the
Company and verbal representations that no other reports were required to be
filed during the fiscal year ended July 31, 1997 and 1998, all Section 16(a)
filing requirements applicable to its directors, executive officers and 10%
owners were met, except that: (i) Mr. Wilhelm, a director of the Company, failed
to file Form 4's in 1998 to report sales and purchases of shares in the open
market, which will be reported in an appropriate filing with the Securities and
Exchange Commission; (ii) Mr. Fleury, an officer of the Company, failed to file
Form 4's in 1998 to report a sale and a purchase of shares in the open market,
which will be reported in an appropriate filing with the Securities and Exchange
Commission; (iii) Mr. Geimer, an executive officer and director of the Company
failed to file a Form 4 during 1998 to report his exercise of warrants and
options, which will be reported in an appropriate filing with the Securities and
Exchange Commission; and (iv) Solar Satellite Communications, Inc., formerly the
holder of five percent or more of the Company's stock, failed to file Form 4's
in 1998 during which it sold a substantial portion of its shares in the open
market, which will be reported in an appropriate filing with the Securities and
Exchange Commission.
PROPOSAL 1
ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY
10
<PAGE>
The Company's directors are elected annually to serve until the next Annual
Meeting of Shareholders and thereafter until their successors shall have been
elected and qualified. The number of directors presently authorized by the
Bylaws of the Company shall be not less than three (3) nor more than seven (7).
Unless otherwise directed by shareholders, the proxy holders will vote all
shares represented by proxies held by them for the election of the following
nominees, all of whom are now members and constitute the Company's Board of
Directors. The Company is advised that all nominees have indicated their
availability and willingness to serve if elected. In the event that any nominee
becomes unavailable or unable to serve as a director of the Company prior to the
voting, the proxy holder will vote for a substitute nominee in the exercise of
his best judgment.
INFORMATION CONCERNING NOMINEES
Thomas V. Geimer (age 50) has been the Chairman of the Board of Directors
and a director of the Company since 1984. He currently serves as the Chief
Executive Officer, Chief Financial Officer and Secretary of the Company. Mr.
Geimer is responsible for development of the Company's business strategy, day to
day operations, accounting and finance functions and federal government sales
relationships. Before assuming full-time responsibilities at the Company, Mr.
Geimer founded and operated an investment banking firm.
David C. Wilhelm (age 78) has been a director of the Company since June
1988. For the past 30 years, Mr. Wilhelm has been President of Wilhelm Co., an
agribusiness company located in Denver, Colorado, which is principally engaged
in the cattle feeding and commodity business. Since 1972, Mr. Wilhelm has been a
director of Colorado National Bank located in Denver, Colorado. Mr. Wilhelm is a
member of the International Executive Service Corp., and was formerly the
Director of the Colorado Cattlemen's Association. Mr. Wilhelm received a
Bachelor of Arts in American History from Yale University in 1942.
A. Alexander Arnold III (age 56) has served as a director of the Company
since September 1992. For the past 25 years, Mr. Arnold has served as a Managing
Director of Trainer, Wortham & Co., Inc., a New York City-based investment
counselor firm, which Mr. Arnold co-founded. Mr. Arnold received a Bachelor of
Arts degree from Rollins College in 1964 and a Masters of Business
Administration from Boston University in 1966.
Board Recommendation
The Board recommends a vote FOR the election of each of the three nominees
for directors of the Company.
PROPOSAL 2
RATIFICATION OF SELECTION OF
DELOITTE & TOUCHE LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS OF COMPANY
11
<PAGE>
The Board of Directors has selected Deloitte & Touche LLP as independent
public accountants of the Company for the fiscal year ending July 31, 1999, and
has further directed that the Company submit the selection of independent public
accountants for ratification by shareholders at the Annual Meeting of
Shareholders. Deloitte & Touche LLP has acted for the Company as independent
public accountants for a number of years.
Board Recommendation
The Board recommends a vote FOR the ratification of the selection of
Deloitte & Touche LLP as independent public accountants of the Company for the
fiscal year ending July 31, 1999.
GENERAL
Other Matters
The Board of Directors does not know of any matters that are to be
presented at the Annual Meeting of Shareholders other than those stated in the
Notice of Annual Meeting and referred to in this Proxy Statement. If any other
matters should properly come before the Meeting, it is intended that the proxies
in the accompanying form will be voted as the persons named therein may
determine in their discretion.
Shareholder Proposals
If any shareholder of the Company intends to present a proposal for
consideration at the 1999 Annual Meeting of Shareholders and desires to have
such proposal included in the proxy statement and form of proxy distributed by
the Board of Directors with respect to such meeting, such proposal must be
received at the Company's offices, 303 East Seventeenth Avenue, Suite 108,
Denver, Colorado 80203, Attention: Secretary, not later than August 20, 1999.
By Order of the Board of Directors
Thomas V. Geimer,
Chairman of the Board
12
