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 JULY 31, 2000
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
the shareholders (the "Shareholders") of Accelr8 Technology Corporation, a
Colorado corporation (the "Company"), will be held at 10:00 a.m. on July 31,
2000, at the Four Point Sheraton Hotel at 600 South Colorado Boulevard, Denver,
Colorado 80246, 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
III.
2 To ratify the selection of Levine Hughes & Mithuen Inc. as the
independent public accountants of the Company for the fiscal year
ending July 31, 2000; and
3. To consider and act upon such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only Shareholders of record at the close of business on June 23, 2000,
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
June 29, 2000
Denver, Colorado
IF YOU DO NOT EXPECT TO BE PRESENT AT THE ANNUAL 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 June 29, 2000
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 31, 2000
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 10:00 a.m. on July 31, 2000, at
the Four Point Sheraton Hotel at 600 South Colorado Boulevard, Denver, Colorado
80246, 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 June
30, 2000.
VOTING SECURITIES AND VOTE REQUIRED
-----------------------------------
Only Shareholders of record at the close of business on June 23, 2000, (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, 7,764,617 shares of
Common Stock were outstanding. Of the total number of shares of Common Stock
outstanding, 6,635,507 are entitled to vote. There was no other class of voting
securities outstanding as of the Record 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 Levine
Hughes & Mithuen Inc. as the independent public accountants of the Company for
the fiscal year ending July 31, 2000.
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.
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
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<PAGE>
nominees for directors of the Company and "FOR" the ratification of the
selection of Levine Hughes & Mithuen Inc. as the independent public accountants
of the Company for the fiscal year ending July 31, 2000 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 16.79% as of June 23, 2000, 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 Annual 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 Levine Hughes & Mithuen Inc. are expected to attend
the Annual Meeting. As a result, the Company anticipates that a representative
from Levine Hughes & Mithuen Inc. 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.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.)
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
---------------------
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of the Record Date by (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 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.
--------------------------------------------------------------------------------
Name and Address Shares Beneficially Owned
of Beneficial Owner Number Percent
--------------------------------------------------------------------------------
Thomas V. Geimer(1), (2) 340,300 4.38%
--------------------------------------------------------------------------------
Harry J. Fleury(1), (3) 213,750 2.75%
--------------------------------------------------------------------------------
Timothy Fitzpatrick(1), (4) 115,000 1.48%
--------------------------------------------------------------------------------
Dr. Franz Huber(1),(5) 100,000 1.29%
--------------------------------------------------------------------------------
A. Alexander Arnold III(6) 1,016,000 13.08%
845 Third Ave., 6th Flr
New York, NY 10021
--------------------------------------------------------------------------------
David C. Wilhelm(8) 301,300 3.88%
333 Logan St. Suite 100
Denver, CO 80203
--------------------------------------------------------------------------------
Executive Officers and Directors 1,871,350 24.10%
as a Group (4 persons)
--------------------------------------------------------------------------------
-----------------
(1) The address for Messrs. Geimer, Fleury, Fitzpatrick, and Huber is 303 E.
17th Ave., #108, Denver, CO 80203.
(2) Does not include 1,129,110 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. Includes 300,000 shares which may be purchased
by Mr. Geimer upon exercise of options.
(3) Includes 120,000 shares which may be purchased by Mr. Fleury upon exercise
of options.
(4) Includes 115,000 shares which may be purchased by Mr. Fitzpatrick upon
exercise of options.
(5) Includes 98,000 shares which may be acquired by Mr. Huber upon exercise of
options.
(6) Includes 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 141,000 shares
held in investment advisory accounts for which Mr. Arnold serves as the
investment advisor. Also includes 75,000 shares, which may be purchased by
Mr. Arnold upon exercise of options.
(7) Includes 162,225 shares held by the Jean C. Wilhelm Trust, of which Mr.
Wilhelm and his children are the lifetime beneficiaries, 64,075 shares
held by Jean J. Emery, who is the wife of Mr. Wilhelm, and 75,000 shares
which may be purchased by Mr. Wilhelm upon exercise of options.
-3-
<PAGE>
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors currently consists of three members, each of whom is
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 independent, 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.
Since July 31, 1999, the Audit Committee has held four (4) meetings, and one
member of the Audit Committee has met separately with the Company's former
auditors. The Compensation Committee has held no meetings since July 31, 1999.
The Audit Committee has reviewed and discussed with management the audited
financial statements for the Company's fiscal year ended July 31, 1999. The
Audit Committee has discussed with the Company's independent auditors the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU 380), as may be modified or supplemented. The Audit
Committee has not received the written disclosures and the letter from the
independent accountants required by Independence Standards Board Standard No. 1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, but has discussed with
the independent accountants the independent accountants' independence.
Based on the review and discussion referred to in the immediately foregoing
paragraph, the Audit Committee recommended to the Board of Directors that the
audited financial statements of the Company for the fiscal year ended July 31,
1999, be included in the Company's annual Report on Form 10-K for the last
fiscal year for filing with the Securities and Exchange Commission.
As noted above, the members of the Audit Committee are David C. Wilhelm and
A. Alexander Arnold III, both of whom are independent directors as defined in
Rule 4200(a)(15) of the National Association of Securities Dealers' listing
standards, as applicable and as may be modified or supplemented.
Effective as of June 9, 2000, the Board of Directors of the Company adopted
a written charter for the Audit Committee, a copy of which is appended to this
Proxy Statement.
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, 1999, 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 1999 $100,000 $ 75,000(1) $ 8,593(2) 100,000(3)
Chief Executive Officer 1998 $100,000 $ 75,000(1) $ 6,324(2) 100,000(4)
and Chief Financial 1997 $ 89,423 $ 75,000(1) $ 3,000(2) --
Officer
Harry J. Fleury 1999 $ 64,760 $ 14,708(5) $ -- 50,000(6)
President 1998 $ 75,000 $ 47,570(5) $ -- --
1997 $ 69,076 $ 6,025(5) $ -- --
Timothy Fitzpatrick 1999 $ 65,000 $ 99,156(7) $ -- 50,000(6)
Vice President 1998 $ 65,000 $166,422(7) $ -- --
Sales and Marketing 1997 $ 62,885 $ 40,443(7) $ -- --
</TABLE>
-4-
<PAGE>
-------------------
(1) Represents deferred compensation for Mr. Geimer pursuant to the Company's
deferred compensation plan, $75,000 of which vested during each of the
fiscal years ended July 31, 1997, 1998 and 1999.
(2) Represents reimbursement of premium on life insurance.
(3) Represents stock options to purchase 100,000 shares at an exercise price of
$2.50 per share.
(4) Represents stock options to purchase 100,000 shares at an exercise price of
$12.00 per share.
(5) Includes sales commissions earned by Mr. Fleury on revenues from certain
international sales.
(6) Represents stock options to purchase 50,000 shares at an exercise price of
$2.50 per share, 10,000 of which vested as of July 31, 1999 and 10,000 of
which will vest on each of July 31, 2000, 2001, 2002 and 2003.
(7) Represents sales commissions earned by Mr. Fitzpatrick on revenues from
certain domestic sales.
Option Values. The following table provides certain information concerning
the fiscal year end value of unexercised options held by Mr. Fleury, Mr. Geimer
and Mr. Fitzpatrick.
<TABLE>
<CAPTION>
Aggregated Option Exercises in 1999 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 0 110,000 40,000 $180,000 0
Thomas V. Geimer 0 0 200,000 0 $ 0 0
Timothy Fitzpatrick 0 0 105,000 40,000 $171,000 0
</TABLE>
---------------------
(1) Value calculated by determining the difference between the closing sales
price on July 31, 1999, of $2.16 per share and the exercise price of the
options. Fair market value was not discounted for restricted nature of any
stock purchased on exercise of these options.
Employment Agreements
The Company has entered into employment agreements with Thomas V. Geimer,
Harry J. Fleury, James Godkin, and Franz Huber. Mr. Geimer's employment
agreement is for a two year term, is automatically renewable for one year
increments, and provides for a yearly salary of $100,000 per year with deferred
compensation of $75,000 per year. Mr. Geimer's agreement also contains
provisions under which the Company will be obligated to pay Mr. Geimer five
times his annual salary and deferred compensation in the amount of $50,000
(i.e., an aggregate of $750,000) if a change of control as defined in the
agreement occurs. The two year employment agreements for Messrs. Fleury, Godkin,
and Huber are automatically renewable for one year increments, and provide for
annual salary payments of $75,000, $58,000, and $80,000, respectively. The
employment agreements also provide for annual bonuses in the discretion of the
Company, and Mr. Fleury will be paid commissions relating to the generation of
foreign sales of the Company's products and services. The agreements for Messrs.
Fleury, Godkin, and Huber also contain provisions under which the Company will
be obligated to pay them two times their annual salary in the event that change
of control as defined in their agreements occurs.
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 fiscal years ended July
31, 1998 or 1999.
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, 1998 and 1999,
the Company contributed $75,000 to the plan.
-5-
<PAGE>
Options. 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. All options previously granted are administered by the Company's
Board of Directors. 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 1,140,000 shares of the Company's common stock
at an exercise price of $0.24 per share. Under the terms of the Rabbi Trust the
shares will be held in the trust, and carried as shares held for employee
benefit 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.
The 1996 Stock Option Plans.
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.
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
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<PAGE>
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, 1999,
25,000 options, exercisable at $7.25 per share of Common Stock plus an
additional 25,000 options exercisable at $2.50 per share of Common Stock, had
been issued to each of Messrs. Wilhelm and Arnold pursuant to the Non-Qualified
Plan. As of July 31, 1999, a total of 470,000 options exercisable at $2.50 to
$23.50 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, 1999, the deferred compensation agreement was funded in the
amount of $300,000 for Thomas V. Geimer, and Mr. Geimer was vested in $300,000
of this amount.
There were no other transactions or series of transactions for the fiscal
year ended July 31, 1999, 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, 5% shareholder or any member of the immediate family
of the foregoing persons, have or will have a direct or indirect material
interest.
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, 1999, all Section 16(a) filing
requirements applicable to its directors, executive officers and 10% owners were
met except that: (i) David Wilhelm, a director of the Company, failed to file a
Form 4 in 1999 to report the purchase of shares in the open market, which will
be reported in an appropriate filing with the Securities and Exchange
Commission, and (ii) A. Alexander Arnold III, a director of the Company, failed
to file a Form 4 in 1999 to report the purchase of shares in the open market,
which will be reported in an appropriate filing with the Securities and Exchange
Commission.
INDEMNIFICATION
The Company and three of its officers are defendants in an action brought
by the United States Securities and Exchange Commission. The Company has assumed
the cost of defending this action on its own behalf and on behalf of Messrs.
Geimer, Fleury, and Godkin under the indemnification provisions of the Colorado
Business Corporation Act. Further, the Company's directors have been sued by a
shareholder of the Company alleging, among other things, various breaches of
fiduciary duty, and the Comany has also assumed the cost of defending this
action under the indemnification provisions of the Colorado Business Corporation
Act.
-7-
<PAGE>
PROPOSAL 1
ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY
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 53) 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 81) 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
LEVINE HUGHES & MITHUEN INC. AS INDEPENDENT
PUBLIC ACCOUNTANTS OF COMPANY
The Board of Directors has selected Levine Hughes & Mithuen Inc. as
independent public accountants of the Company for the fiscal year ending July
31, 2000, and has further directed that the Company submit the selection of
independent public accountants for ratification by shareholders at the Annual
Meeting of Shareholders. Levine Hughes & Mithuen Inc. has acted for the Company
as independent public accountants for a number of years.
-8-
<PAGE>
Board Recommendation
The Board recommends a vote FOR the ratification of the selection of Levine
Hughes & Mithuen Inc. as independent public accountants of the Company for the
fiscal year ending July 31, 2000.
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 Annual 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 2001 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, 2000.
By Order of the Board of Directors
Thomas V. Geimer,
Chairman of the Board
<PAGE>
Appendix A
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ACCELR8 TECHNOLOGY CORPORATION
AUDIT COMMITTEE CHARTER
-----------------------
Organization
------------
There shall be a committee of the board of directors to be known as the
audit committee. The audit committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the board of directors, would interfere
with their exercise of independent judgment as a committee member. All members
of the Committee shall have a working familiarity with basic finance and
accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise. Committee members may
enhance their familiarity with finance and accounting by participating in
educational programs conducted by the Corporation or an outside consultant. The
members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee may designate a Chair by majority vote of the full Committee
membership.
Statement of Policy
-------------------
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to accounting, reporting practices of the
corporation, and the quality and integrity of the financial reports of the
corporation. In so doing, it is the responsibility of the audit committee to
maintain free and open means of communication between the directors, the
independent auditors, and the financial management of the corporation.
Responsibilities
----------------
In carrying out its responsibilities, the audit committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the directors and shareholders that the
corporate accounting and reporting practices of the corporation are in
accordance with all requirements and are of the highest quality.
In carrying out these responsibilities, the audit committee will:
Review and recommend to the directors the independent auditors to be
selected to audit the financial statements of the corporation and its
divisions and subsidiaries.
Meet with the independent auditors and financial management of the
corporation to review the scope of the proposed audit for the current year
and the audit procedures to he utilized, and at the conclusion thereof
review such audit, including any comments or recommendations of the
independent auditors.
Review with the independent auditors, and financial and accounting
personnel, the adequacy and effectiveness of the accounting and financial
controls of the corporation, and elicit any recommendations for the
improvement of such internal control procedures or particular areas where
new or more detailed controls or procedures are desirable. Particular
emphasis should be given to the adequacy of such internal controls to
expose any payments, transactions, or procedures that might be deemed
illegal or otherwise improper. Further, the committee periodically should
review company policy statements to determine their adherence to the code
of conduct.
Inquire of management and the independent accountant about significant
risks or exposures and assess the steps management has taken to minimize
such risk to the company.
<PAGE>
Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine that
the independent auditors are satisfied with the disclosure and content of
the financial statements to be presented to the shareholders. Any changes
in accounting principles should be reviewed.
Provide sufficient opportunity for the independent auditors to meet with
the members of the audit committee without members of management present.
Among the items to be discussed in these meetings are the independent
auditors evaluation of the corporation's financial, accounting, and
auditing personnel, and the cooperation that the independent auditors
received during the course of the audit.
Review accounting and financial human resources and succession planning
within the company.
Submit the minutes of all meetings of the audit committee to, or discuss
the matters discussed at each committee meeting with, the board of
directors.
Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if, in
its judgment, that is appropriate.
Review policies and procedures with respect to officers' expense accounts
and perquisites, including their use of corporate assets, and consider the
results of any review of these areas by the independent accountant.
Prepare a letter for inclusion in the annual report that describes the
committee's composition and responsibilities, and how they were discharged.
-2-
<PAGE>
ACCELR8 TECHNOLOGY CORPORATION
ANNUAL MEETING OF SHAREHOLDERS
July 31, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of ACCELR8 TECHNOLOGY CORPORATION, a Colorado
corporation (the "Company"), acknowledges receipt of the Notice of Annual
Meeting of Shareholders and Proxy Statement, dated June 29, 2000, and hereby
appoints Harry J. Fleury and Thomas V. Geimer, or either of them, each with the
power of substitution, as Attorneys and Proxies to represent and vote all shares
of Common Stock of the Company which the undersigned would be entitled to vote
at the Annual Meeting of Shareholders and at any adjournment or adjournments
thereof, hereby revoking any proxy or proxies heretofore given and ratifying and
confirming all that said Attorneys and Proxies may do or cause to be done by
virtue thereof with respect to the following matters:
1. Election of each of 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
FOR /___/ AGAINST /___/ ABSTAIN /___/
David C. Wilhelm
FOR /___/ AGAINST /___/ ABSTAIN /___/
A. Alexander Arnold
FOR /___/ AGAINST /___/ ABSTAIN /___/
2. Ratification of the selection of Levine Hughes & Mithuen Inc. as the
independent public accountants of the Company for the fiscal year ending
July 31, 2000.
FOR /___/ AGAINST /___/ ABSTAIN /___/
3. To act upon such other matters as may properly come before the Meeting or
any adjournments thereof.
This Proxy, when properly executed, will be voted as directed. If no direction
is indicated, the Proxy will be voted FOR the election of each of the nominees
listed above to the Board of Directors and FOR the proposal to ratify the
selection of Levine Hughes & Mithuen Inc. as the independent public accountants
of the Company for the fiscal year ending July 31, 2000.
Dated:________________________, 2000
--------------------------------
--------------------------------
PLEASE SIGN, DATE AND MAIL THIS PROXY IMMEDIATELY IN THE ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS ON THE LABEL ATTACHED TO THIS PROXY. WHEN
SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE, OR GUARDIAN, PLEASE GIVE FULL TITLE AS IT
APPEARS HEREON. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY AN
AUTHORIZED OFFICER AND AFFIX CORPORATE SEAL. IF A PARTNERSHIP, PLEASE SIGN IN
FULL PARTNERSHIP NAME BY AUTHORIZED PERSON. NO POSTAGE IS REQUIRED IF RETURNED
IN THE ENCLOSED ENVELOPE AND MAILED IN THE UNITED STATES.
