<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Rule 14a-11(c) or Rule
14a-12
SECTOR COMMUNICATIONS, INC.
----------------------------------------------
Name of Registrant as Specified In Its Charter
SECTOR COMMUNICATIONS, INC.
-----------------------------------------
Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[x] $ 125 per Exchange Act Rules 0-11(c)(1)(ii),14a-6(i)(1) or
14a-6(j)(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:___________
(4) Proposed maximum aggregate value of transaction:_______
* Set forth the amount on which the filing fee is calculated and state how it
was determined
[ ] Check box if any 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 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>
[Sector Communications, Inc, Letterhead]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 19, 1996
To the Shareholders of Sector Communications, Inc:
The annual meeting of shareholders (the "Annual Meeting") of Sector
Communications, Inc., a Nevada Corporation ("The Company") will be held on
Monday, August 19, 1996, at 10:00 AM local time, at the Company's principal
executive office located at 7601 Lewinsville Road, Suite 200, McLean, Virginia
for the following purposes:
1) To elect Directors for the ensuing year and until their successors are
elected.
2) To transact such other business as may properly come before the meeting and
any adjournments thereof.
The foregoing items of business are more fully described in the Proxy Statement
accompanying this Notice.
The Board of Directors has fixed the close of business on July 22, 1996, as the
record date for the determination of stockholders entitled to notice of and to
vote at this Annual Meeting and any adjournments or postponements thereof. The
Company's Form 10-KSB for the fiscal year ended February 28, 1996, proxy
statement and accompanying form of proxy are being mailed to the shareholders
commencing on or about July 26, 1996.
It is always important for you, as a shareholder to vote.
By the Order of the Board of Directors,
Jeff Shear, Secretary
McLean, Virginia
July 26, 1996
*******************************************************************
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE SIGN
AND RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTPAID
ENVELOPE. THANK YOU FOR ACTING PROMPTLY.
*******************************************************************
<PAGE>
SECTOR COMMUNICATIONS, INC.
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
This Proxy Statement is furnished to shareholders in connection with the
solicitation of proxies by the Board of Directors of the Company to be used at
the Annual Meeting of Shareholders to be held on Monday, August 19, 1996 at
10:00 AM local time at the Company's principal executive office located at 7601
Lewinsville Road, Suite 200, McLean, Virginia, or any adjournments thereof. The
Company's Form 10-KSB for the fiscal year ended February 28, 1996, proxy
statement and accompanying form of proxy are being mailed to the shareholders
commencing on or about July 26, 1996.
RECORD DATE AND SHARES OUTSTANDING
Only shareholders of record at the close of business on July 22, 1996, are
entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or postponements thereof. At the close of business on June 17, 1996, the
Company had outstanding 28,061,465 shares of Common Stock which constitute all
of the voting securities of the Company. Holders of the majority of the
outstanding shares of Common Stock of the Company, either present in person or
by proxy, will constitute a quorum for the transaction of business at the Annual
Meeting. A shareholder list, as of record date, will be available for
examination by shareholders at the annual meeting.
REVOCABILITY OF PROXIES
Any shareholder giving a proxy in the form accompanying this proxy statement has
the power to revoke the proxy prior to its exercise. A proxy can be revoked by
an instrument of revocation delivered prior to the Annual Meeting to the
Secretary of the Company, by a duly executed proxy bearing a later date or time
than the date or time of the proxy being revoked, or at the Annual Meeting if
the shareholder is present and elects to vote in person. Mere attendance at the
Annual Meeting will not serve to revoke a proxy.
VOTING AND SOLICITATION
Each share is entitled to one vote on each proposal that comes before the Annual
Meeting. Abstentions and broker non-votes will be counted in determining
whether a quorum is present at the Annual Meeting. However, abstentions are
counted as votes against a proposal for purpose of determining whether or not a
proposal has
1
<PAGE>
been approved, whereas broker non-votes are not counted for such purpose.
The Company will bear the entire cost of solicitation, including preparation,
assembling and mailing this proxy statement, the proxies and any additional
material which may be furnished to shareholders. The Company will, upon
request, reimburse the reasonable charges and expenses of brokerage houses or
other nominees or fiduciaries for forwarding proxy materials to, and obtaining
authority to execute proxies from, beneficial owners for whose accounts they
hold shares of Company Common Stock. The original solicitation of proxies by
mail may be supplemented by telephone, telegram and/or personal solicitation by
directors, officers or employees of the Company. No additional compensation
will be paid for such services.
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<PAGE>
PROPOSAL 1 - ELECTION OF DIRECTORS
The Board of Directors proposes the election of the following four directors.
Each director to be elected will hold office until the next annual meeting of
shareholders and until his successor is elected and has qualified, or until such
director's death, resignation or removal. Each nominee listed below is
currently a director of the Company. The information furnished below and in the
table of security ownership by certain beneficial owners and management, with
respect to the nominees, has been provided to the Company by such nominees.
<TABLE>
<CAPTION>
Name Age Position with the Company
- ----------------------- --- ---------------------------
<S> <C> <C>
Theodore J. Georgelas 49 Director, President and CEO
S. Allan Kline 75 Director
Jeff Shear 55 Director
Roger Hedin 35 Director, Vice President
</TABLE>
Theodore J. Georgelas became President and Chief Executive Officer effective
- ---------------------
January 17, 1996, and was elected as Chairman of the Board of Directors of the
Company at that time. Mr. Georgelas has been the Manager/Member of G & S
International L.C. (Developers of commercial, retail, industrial and residential
properties both domestically and internationally) for at least the last five
years. He serves on the Executive Committee and Board of United Bankshares, Inc.
and is Chairman of the Board of one of its subsidiaries, United Bank (Virginia).
He is a cofounder of a cellular telephone business in Delaware and a cofounder
of dbe Software, Inc. ("DBE"), a software company marketing a database utility
programming tool. The Company has entered into a Definitive Investment and
Option to Merge Agreement for the acquisition of up to 100% of the capital stock
of DBE (see "Certain Transactions").
Mr. S. Allan Kline was a founder of the Company and its president from inception
- ------------------
until January 1994 and has been a director since inception. Since 1988, he has
been a director and is currently the president of Biomyne, Inc., a corporation
which is the general partner of Biomyne North Company. He is also a general
partner of Biomyne Technology Company, which owns 100% of the capital stock of
Biomyne Inc., and which is the 71.8% limited partner in Biomyne North Company.
Biomyne North Company holds 3,049,681 shares of common stock of the Company.
Mr. Kline is a director of Xicor, Inc. a company in the semiconductor business,
and of Senetek PLC, an English company engaged in sponsored research in the life
sciences and biotechnology fields. Mr. Kline holds a degree in
3
<PAGE>
physics from the University of Chicago, an engineering degree from the Illinois
Institute of Technology, and a LL.D. from Yale University.
Mr. Jeff Shear has been a director of the Company since March 31, 1993. Since
- --------------
1978 he has been president of Shear Kershman Labs, a consulting company for new
products for food and pharmaceutical companies. He was formerly chairman and
chief executive officer of Pharmaceutical Delivery Systems, a company which
manufactured and marketed pharmaceuticals. Mr. Shear has a B.S. degree in
chemical engineering from Washington University.
Mr. Roger Hedin has been a director of the Company since February 16, 1995 and
- ---------------
was elected vice president of the Company in January 1996. Mr. Hedin was also
a director of the Company from March 31, 1993 to November 1, 1993. He has been
involved with private businesses in Europe during the last seven years. Prior
to that time he was active in a corporate development division of ASEA in
Sweden. Mr. Hedin has studied engineering and economics at the Institute of
Technology in Linkoping and at the University of Linkoping.
Board Compensation
- ------------------
Directors, with the exception of Mr. Georgelas, receive a monthly fee of $
2,000, and are reimbursed for out-of-pocket expenses incurred in their capacity
as members of the Board of Directors.
Effective June 17, 1996, the Board of Directors issued 500,000 shares of post-
split Common Stock to Theodore Georgelas, President and Chief Executive Officer
under an Employment Agreements, and 166,666 shares of post-split Common Stock to
each of Roger Hedin, Jeff Shear and S. Allan Kline, all current directors of the
Company. These shares were all fully vested upon issuance. None of the above
shares of Company Common Stock will be registered by the Company, however, the
Company has provided for piggyback registration rights in connection with these
shares.
Board Meetings and Committees of the Board
- ------------------------------------------
The Board of Directors met fifteen times during the year ended February 28,
1996. In fiscal year 1996, the Board as a whole acted as the Compensation and
Stock Options Committee and the Audit Committee. The function of the
Compensation and Stock Options Committee is to propose and review the
compensation policies of the Company and to administer the Company's Stock
Option Plans. The Audit Committee's purpose is to consult with the Company's
independent auditors concerning their audit plans, the results of the audit, the
Company's accounting principles and the adequacy of the Company's general
accounting controls. Each director, with the
4
<PAGE>
exception of Mr. Georgelas who missed one meeting, participated in 100% of the
meetings of the Board while a director. Mr. Schultz, who resigned as President,
Chief Executive Officer and as a director on May 1, 1995, and Mr. Heinz
Schimmelbusch, who resigned as a director in January 1996, participated in one
of the two meetings and in one of the twelve meetings, respectively, held prior
to their resignations during the year ended February 28, 1996.
5
<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of June 17, 1996; (i) by each person
who is known by the Company to own beneficially more than 5% of the outstanding
shares of common stock; (ii) by each of the Company's executive officers named
in the Summary Compensation Table; (iii) by each of the Company's directors;
and (iv) by all directors and executive officers as a group. Except as
otherwise indicated, the Company believes that the beneficial owners of the
securities listed below, based on information furnished by such owners, have
sole investment and voting power with respect to the common stock shown as being
beneficially owned by them.
<TABLE>
<CAPTION>
Number Percent
------------ --------
<S> <C> <C>
Telecom Partners Ltd 16,000,000 (1) 57.02%
1350 Beverly Road, #115-339
McLean, Va 22102
S. Allan Kline 3,390,557 (2) 12.08%
1415 Bay Laurel Drive
Menlo Park, Ca.
Biomyne North Company 3,049,681 (3) 10.87%
c/o S. Allan Kline
1415 Bay Laurel Drive
Menlo Park, Ca.
Theodore Georgelas 500,000 (4) 1.78%
7601 Lewinsville Road, Ste 200
McLean, Va. 22102
Jeff L. Shear 172,378 (5) 0.61%
1421 Wildhorse Parkway
Chesterfield, Mo 63005
Roger Hedin 166,666 (6) 0.59%
Es Pouet, Son Pieras
</TABLE>
Calvia, Mallorca, Espana
All Officers and Directors 4,229,102 (2,3,4,5,6) 15.07%
as a group (4 persons)
(1) Shares received on June 17, 1996 in exchange for 100% of the capital stock
interest in Global Communications Group, Inc. acquired by the Company on
that date.
6
<PAGE>
(2) Consists of 340,376 shares held directly by Mr. Kline and 3,049,681 shares
held by Biomyne North Company. Biomyne Technology Company, of which Mr.
Kline is the sole general partner, is the sole shareholder of Biomyne, Inc.
Biomyne Inc. is the general partner of Biomyne North Company. Mr. Kline is
also the president and sole director of Biomyne, Inc. Biomyne Technology is
the 71.8% limited partner of Biomyne North Company. Mr. Kline is also a
0.1667% limited partner of Biomyne North Company.
(3) Biomyne North Company, a limited partnership, holds 3,049,681 shares of
common stock received as part consideration for the transfer of its mining
claims to Aurtex on August 9, 1991.
(4) Consists of 500,000 shares received by Mr. Georgelas on June 17, 1996 and
held directly by him.
(5) Consists of 166,666 shares received by Mr. Shear on June 17, 1996 held
directly by him and the right to purchase of 5,711 shares issuable on the
exercise of presently exercisable warrant.
(6) Consists of 166,666 shares received by Mr. Hedin on June 17, 1996 and held
directly by him.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the current Chief Executive
Officer of the Company in the fiscal year ended February 28, 1996. The table
includes compensation paid to Mr. Grabowski, Mr. Silver and Mr. Schultz all of
who also served in such capacity during the fiscal year ended February 28, 1996.
No Executive officers of Aurtex received cash compensation of salary and bonus
of more than $ 100,000 due such fiscal year as an executive officer.
Summary Compensation Table
--------------------------
<TABLE>
<CAPTION>
Long-Term
Compensation Awards
----------------------------------------------------
Restricted Securities
Annual Compensation Stock Underlying
-------------------
Name Salary Bonus Awards(#) Options (#)
- -------------------------- ------------------- ----- ----------- -----------
<S> <C> <C> <C> <C>
Theodore Georgelas(1) $ 15,000 $0 0 0
President and CEO
Armin Grabowski(2) 14,000 0 0 0
Former President and CEO
Douglas Silver(3) 120,000 0 0 0
Former President and CEO
Trevor Schultz (4) 130,150 0 0 0
Former President and CEO
</TABLE>
(1) On January 17, 1996, Mr. Theodore J. Georgelas was appointed Chairman of
the Board of Directors and President and CEO of Aurtex, Inc. Mr.
Georgelas' annual base salary is $120,000. Effective June 17, 1996, upon
the purchase of 100% of the outstanding capital stock of Global
Communications Group, Inc. and completion of the reverse stock split the
Company issued to Mr. Georgelas, in connection with his employment
agreement, 500,000 fully vested shares of post split Company Common Stock.
None of the above shares Company Common Stock will be registered by the
Company, but be subject to piggyback registration rights.
(2) Mr. Armin Grabowski, who was appointed Chairman of the Board of Directors,
President and CEO of Aurtex, Inc. on November 22, 1995 resigned from the
Board of Directors as well as all of his positions in the Company effective
January 1, 1996 because of increased commitments in Germany.
(3) Mr. Silver's employment with the Company began on June 1, 1995. At that
time he was appointed President and Chief Executive Officer, and elected to
the Board of Directors of Aurtex. In connection with the appointment of Mr.
Grabowski, Mr. Silver stepped down as the Company's Chief Executive Officer
and as a director
8
<PAGE>
but remained President. Mr. Silver resigned as President on December 1,
1995. In connection with Mr. Silver's resignation, the Company entered into
a Severance Agreement with him and he received payment of $50,000 in full
satisfaction of any potential severance obligations the Company had under
his Employment Agreement. This amount is included in the above summary
compensation table. The unvested portion of Mr. Silver's outstanding stock
option was canceled upon his resignation, and the vested portion expired,
unexercised on February 29, 1996.
(4) Mr. Schultz's employment with the Company began in December of 1993. He
was appointed as President and Chief Executive Officer, and elected to the
Board of Directors on January 5, 1994. On May 1, 1995, Mr. Trevor Schultz
resigned as President, Chief Executive Officer and as a Director of the
Company for personal reasons. Concurrent with Mr. Schultz's resignation,
the Company entered into a Consulting Agreement with him which provided
for, amoung other things, a severance payment of $104,720 on May 1, 1995,
which amount is included in the above summary compensation table, and for
monthly payments of $6,000 during the consulting period. Mr. Schultz was
paid monthly payments totaling $18,000 during the year ended February 28,
1996. The Consulting Agreement also provided that all stock options granted
to Mr. Schultz which were not exercised on May 1, 1995 become fully
exercisable and that the Company register on a Form S-8 registration
statement the common stock issuable on the exercise of unexercised options
held by Mr. Schultz. Mr. Schultz purchased 300,000 shares through the
exercise of his stock options during the year ended February 29, 1996. The
Consulting Agreement terminated when Mr. Schultz obtaining full time
employment.
9
<PAGE>
CERTAIN TRANSACTIONS
Transactions with Biomyne Entities
- ----------------------------------
On August 9, 1991, the Company entered into an agreement with Biomyne Inc.
("BI"), as the general partner of Biomyne North Company ("BNC"), for the
transfer by quitclaim deed of BNC's mining claims located in Idaho in exchange
for 1,500,000 shares of Convertible Series A Preferred Stock (converted to
8,010,000 shares of common stock), and the assumption of $517,467 of unpaid
exploration, instrument development, and administrative costs which were
incurred by BNC, Biomyne Technology Company ("BTC") and BI prior to August 9,
1991. In addition, if there is a future arrangement with a mining company
relating to these claims, 45% of the first $ 15,000,000 shall be paid to BNC and
the remaining 55% paid to the Company.
Also on August 9, 1991, the Company entered into a license agreement with BTC
relating to the proprietary methods and apparatus used in performing the rapid
assay of gold and other minerals. This agreement provides the Company with a
worldwide exclusive license for the Licensed Technology developed by BTC and any
Additional Licensed Technology developed by either The Company or BTC. The
Company, in consideration for entering into this agreement, has agreed to pay to
BTC a royalty of five percent of the gross revenues received from the
manufacture, sale, or use of the Licensed Technology in providing services to
third parties.
The Company offsets against the funds advanced from BNC, with the funds that it
advances to Biomyne Exploration Company ("BEC"), a partnership whose general
partner is also Biomyne Inc. No funds were advanced to the Company by BNC
during the year ended February 28, 1996. At February 28, 1996, the Company had
a net advance due to BNC of $274,667. During the year ended February 28, 1996,
the Company advanced to BEC $10,892 through the payment of expenses on behalf of
the partnership. At February 28, 1996, the Company had advanced BEC a total of
$176,987 including accrued interest.
Loans to Related Parties
- ------------------------
On August 11, 1994 the Company lent $200,000 to its former Chairman of the Board
under an unsecured promissory note agreement. This note is due on demand and
bears interest at 8%. Effective July 15, 1995, the Company began deducting
amounts from this individual's salary as repayments of this note. On November
22, 1995, this individual stepped down as an officer and Chairman of the Board
of Directors and continues to serve the Company as a director. Effective that
date, this individual stopped receiving a salary from the Company and began
receiving a directors fee of $ 2,000 per month. The Company will offset this
amount against the receivable
10
<PAGE>
so long as the receivable has not been repaid. During the year ended February
29, 1996, the Company deducted a total of $27,365.
The Company established a reserve for the full amount of this unsecured
promissory note during the year ended February 29, 1996. This reserve represents
the full amount due under this note and was established due to this individuals
inability to either repay the loan or provide adequate collateral and the
Company's estimate of the risk of repayment.
During July 1995, the Company received payments totaling $466,130 in full
repayment of promissory notes due from a shareholder arising primarily from the
exercise of previously issued warrants for the purchase of 419,691 shares at
$1.00 per share on June 28, 1994.
BAGA Aktiengesellschaft
- -----------------------
On July 5, 1995, the Company entered into an equity financing agreement with
BAGA Aktiengesellschaft (a shareholder of the Company), where BAGA committed to
provide up to $14,000,000, on a best efforts basis, to the Company over a two
year period. BAGA committed to provide this equity financing through the
purchase of unregistered common stock, issued pursuant to Regulation S under the
Securities Act of 1933, in several tranches at terms and under conditions set by
the Company.
On August 1, 1995, as a part of this financing, BAGA received up-front
renumeration of 3,000,000 shares of the Company's common stock, issued pursuant
to Regulation S under the Securities Act of 1933 and subject to additional
Company imposed restrictions which were released effective December 31, 1995.
As of May 31, 1996, no financing has been provided by BAGA and none is
anticipated by the Company under this agreement.
Employment Agreement
- --------------------
The Company entered into an employment agreements with Mr. Theodore J.
Georgelas, President and Chief Executive Officer. Mr. Georgelas employment
agreement provides for a one year period beginning on January 15, 1996 a base
annual salary of $120,000 and long term compensation in the form of a restricted
stock grant of 500,000 shares for the Company's common stock. Such shares are
fully vested on the date of grant.
11
<PAGE>
Acquisitions
- ------------
Global Communications Group, Inc.
On June 17, 1996 the Company purchased 100% of the capital stock interest of
Global Communications Group, Inc. ("Global") pursuant to the Stock Purchase and
Exchange Agreement the Company entered into with Global on April 19, 1996 for
17,000,000 post-reverse split shares of the Company's common stock.
dbe Software, Inc.
On June 20, 1996, the Company entered into a Definitive Investment and Option to
Merge Agreement with DBE. This Agreement provides for, among other things, the
Company to acquire up to 100% of the outstanding capital stock of DBE in two
stages. The first stage provides that the Company purchase previously unissued
capital stock of DBE representing a 20% capital stock interest for $1,500,000.
In June 1996, the Company invested $200,000 as the first installment of this
investment and plans to provide $300,000 in July 1996 and $1,000,000 in August
1996 to DBE as required by the Agreement.
Upon closing the first stage, the Company has the option to acquire, by merger,
the remaining 80% of the outstanding capital stock directly from the DBE
shareholders beginning upon the completion of the first stage investment and
ending on August 19, 1997. The consideration paid in the merger of the
remaining 80% interest will be an aggregate of $10,600,000. Each of the
individual DBE shareholders, subject to certain conditions, shall have the right
to receive in lieu of a cash payment, their portion of the purchase price in
Company common stock.
The Agreement also provides for a contingent payment of unregistered Company
common stock to be made to the DBE shareholders based on certain percentages and
achieved levels of sales for a one year period, beginning on the first day of
the second quarter following the date of closing of the second stage.
OTHER BUSINESS
The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of
Meeting. If, however, other matters are properly brought before the Meeting, it
is the intention of the persons named in the accompanying form of proxy to vote
the shares presented thereby on such matter in accordance with their best
judgement.
12
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS FOR INCLUSION IN THE 1997 PROXY STATEMENT
Under the rules of the Securities and Exchange Commission, shareholders who wish
to submit proposals for inclusion in the Proxy Statement of the Board of
Directors for the Annual Meeting of shareholders to be held in 1997 must submit
such proposals so as to be received by the Secretary of Company at its principal
executive offices on or before February 7, 1997, and the proponent and the
proposal must meet eligibility requirements of the Securities and Exchange
Commission.
By Order of the Board of Directors,
Jeff Shear
Secretary
McLean, Virginia
July 26, 1996
IMPORTANT
You are cordially invited to attend the Annual Meeting in person. As a
shareholder your vote is important. I encourage you to execute and return the
accompanying proxy whether or not you plan to attend the meeting so that we may
have as many shares as possible represented at the meeting. Returning your
completed proxy in the enclosed envelope will not prevent you from voting in
person at the meeting if you wish to do so.
I hope that you will attend the meeting and look forward to seeing you there.
13
<PAGE>
PROXY
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 19, 1996
The undersigned hereby appoints Theodore J. Georgelas and Jeff Shear, or either
of them, each with full power of substitution, as the proxy holder(s) of the
undersigned to represent the undersigned and vote all shares of Common Stock of
Sector Communications, Inc. (the "Company") which the undersigned would be
entitled to vote if personally present at the annual meeting of shareholders of
the Company at 10:00 AM local time on August 19, 1996 and at any adjournments or
postponements of such meeting as follows:
1. To elect as directors, to hold office until their successors are elected,
the nominees listed below:
Theodore Georgelas, S. Allan Kline, Jeff Shear, and Roger Hedin.
____ For all nominees listed above except those whose names are
handwritten on the line below:
- --------------------------------------------------------------------------------
To withhold authority to vote for any of the above nominees, write the
nominees's name on the line above.
____ WITHHOLD AUTHORITY to vote for all nominees listed above.
2. In their discretion the proxy holders are authorized to transact such other
business as may properly come before the meeting or any adjournments or
postponements of the meeting. The Board of Directors at present knows of
no other business to be presented by or on behalf of the Company or the
Board of Directors at the meeting. _____ For _____ Against _____ Abstain
The Board of Directors recommends that you vote FOR the above proposals. This
proxy, when properly executed, will be voted in the manner directed above. WHEN
NO CHOICE IS INDICATED, THIS PROXY WILL BE VOTED FOR THE ABOVE PROPOSALS. This
proxy may be revoked by the undersigned at any time, prior to the time it is
voted, by any of the means described in the accompanying proxy statement.
- ---------------------------------
(Please print names(s) exactly as
Signature(s) of Shareholder(s)
appear(s) on Stock Certificate)
Print name(s), date and sign exactly as name(s) appear(s) on stock certificate.
If shares are held jointly, each shareholder should sign. If signing for
estates, trusts, corporations or other entities, title or capacity should be
stated.
Dated: ____________________________
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE.
