Analytical Surveys, Inc.
1935 Jamboree Drive
Colorado Springs, Colorado 80920
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 20, 1996
Notice is hereby given that an Annual Meeting of
Shareholders of Analytical Surveys, Inc. ("Company" or
"ASI"), a Colorado corporation, will be held on
February 20, 1996 at 3:30 p.m. MST at the Marriott Hotel,
5580 Tech Center Drive, Colorado Springs, Colorado, for the
following purposes:
1. To elect six Directors to serve, subject to
the provisions of the By-laws, until the next
Annual Meeting of the Shareholders and until
the election and qualification of their
respective successors; and
2. To ratify the selection of KPMG Peat Marwick LLP
as the independent public accountants for the Company
for the year ending September 30, 1996; and
3. To ratify the 1995 Non-Qualified Stock Option
Plan and
4. To act upon such other business as may
properly come before the meeting or any
adjournment or postponement thereof.
The Company's Board of Directors has fixed the close of
business on January 4, 1996 as the record date for
determining those shareholders who will be entitled to vote
at the meeting.
Representation of at least a majority of all outstanding
shares of Common Stock of the Company is required to
constitute a quorum. Accordingly, it is important that your
stock be represented at the meeting.
A Proxy statement explaining the matters to be acted upon at
the meeting is enclosed. Also enclosed is a copy of the
Annual Report of the Company for the fiscal year ended
September 30, 1995.
Whether or not you plan to attend the meeting, please
complete, date and sign the enclosed proxy card and return
it in the enclosed envelope. Your proxy may be revoked at
any time prior to the time it is voted.
By Order of the Board of Directors
/s/ Scott C. Benger
Secretary/Treasurer
January 8, 1996
<PAGE>
Analytical Surveys, Inc.
1935 Jamboree Drive
Colorado Springs, Colorado 80920
PROXY STATEMENT
Annual Meeting of Shareholders
to be held on February 20, 1996
This Proxy Statement is submitted with the Notice of the
Annual Meeting of Shareholders of Analytical Surveys, Inc.
("Company" or "ASI") to be held on February 20, 1996 at 3:30
p.m. MST at the Marriott Hotel, 5580 Tech Center Drive,
Colorado Springs, Colorado.
The specific purposes to be considered and acted upon at the
Annual Meeting are summarized as follows:
1. To elect six Directors to serve, subject to
the provisions of the By-laws, until the next
Annual Meeting of the Shareholders and until
the election and qualification of their
respective successors; and
2. To ratify the selection of KPMG Peat
Marwick LLP as the independent public
accountants for the Company for the year
ending September 30, 1996 and
3. To ratify the 1995 Non-Qualified Stock Option
Plan and
4. To act upon such other business as may
properly come before the meeting or any
adjournment or postponement thereof.
Each of the foregoing proposals is described in more detail
in subsequent sections of this Proxy Statement.
Solicitation of Proxies
The accompanying form of proxy is being solicited on behalf
of the Board of Directors of the Company.
The Proxy Statement and the proxies solicited hereby are
being first sent or delivered to shareholders of the Company
on or about January 8, 1996.
Subject to the conditions hereinafter set forth, the shares
represented by each Proxy executed in the accompanying form
of Proxy will be voted at the Annual Meeting in accordance
with the instructions therein. The Proxy will be voted for
management's nominees for Directors and for each other
proposal therein specified, unless a contrary choice is
specified.
The expenses of the solicitation of proxies for the meeting,
including the cost of preparing, assembling and mailing the
Notice, Proxy, Proxy Statement and return envelopes, the
handling and tabulation of proxies received and charges of
brokerage houses and other institutions, will be paid by the
Company.
A Proxy executed in the form enclosed may be revoked by the
person signing the same at any time before the authority
thereby granted is exercised by giving written notice to the
Secretary of the Company, by receipt of a proxy properly
signed and dated subsequent to an earlier proxy, or by
casting a vote at the meeting. Officers, Directors and
principal shareholders of the Company are the beneficial
owners of outstanding Shares of the Company. Such Officers,
Directors and principal shareholders intend to vote for all
proposals, which votes do not of themselves assure the
ratification or approval of any of the proposals.
Outstanding Voting Securities and Voting Rights
The holders of record of the Common Stock of the Company at
the close of business on January 4, 1996, will be entitled
to notice of, and to vote at, the meeting. Each holder of
Common Stock will be entitled to one vote for each share of
stock so held. There are no cumulative voting rights.
The Company issued 230,000 shares in connection with the
acquisition of the net assets of Intelligraphics, Inc. on
December 22, 1995. These shares are subject to restrictions
on both transfer and voting for a period of two years and
are held in a voting trust. The trustees of the voting trust
are the Directors of the Company. The trustees are required
to vote these shares in the same proportion as all other
shares voted, except in the event of certain capital
transactions, such as a sale or merger of the Company, in
which event the shares will be voted as directed by their
beneficial owners.
On the record date, January 4, 1996, there were 3,064,099
shares of Common Stock outstanding and entitled to vote. The
presence in person or by proxy of at least 1,532,050 shares
will constitute a quorum.
Voting Securities and Principal Shareholders
The following tables show, as of December 31, 1995, the
stock ownership of (a) all persons known by the Company to
be the beneficial owner of more than five percent (5%) of
the Company's common stock and (b) each nominee for election
as a Director of the Company and all Officers and Directors
as a group:
(a) Beneficial owners of more than 5% of the Company's
Common Stock:
Name and Address Shares of Stock Percent
Title of of Beneficial Beneficially of
Class Owner Owned Class
Common Stock
Okabena Partnership V-6,
a Minnesota General Partnership
Okabena Company, Managing
Partner, 4122 IDS Center
Minneapolis, MN 55402 184,100 6.00%
Common Stock*
A. William Huelsman
235 West Broadway, Suite 40
Waukesha, Wisconsin 53186 179,200 5.85%
* The shares beneficially owned by Mr. Huelsman are
restricted shares held in the voting trust described at
"Outstanding Voting Securities and Voting Rights" on the
previous page.
(b) Nominees for election as Director, and all Directors
and Officers:
Name Shares of Stock Percent
Title of of Beneficial Beneficially of
Class Owner Owned Class
Common Stock John A. Thorpe 534,949 17.46%
Common Stock Sidney V. Corder 5,600 *
Common Stock Richard P. MacLeod 1,400 *
Common Stock James T. Rothe 1,500 *
Common Stock Robert H. Keeley 3,000 *
Common Stock Willem H. J. Andersen 0 *
Common Stock All Directors and Officers
as a Group (8 persons) 547,849 17.88%
* Less than one percent (1%)
Board of Directors
Directors' Compensation
Directors who were not also employees of the Company (the
"outside directors") receive a retainer of $6,500 per year,
paid quarterly. Directors who are also employees of the
Company, do not receive any additional compensation for
their service on the Board of Directors.
The outside directors also receive stock option awards under
the 1993 Non-Qualified Stock Option Plan approved by the
shareholders at the February 23, 1993 Annual Meeting.
Pursuant to the 1993 Plan, such outside directors are
granted six thousand (6,000) options per year for the life
of the plan. Mr. Andersen received 3,000 options in 1995.
Directors' Meetings and Committees
During the year ended September 30, 1995, the Board of
Directors met twelve times. Each Director standing for
reelection was present for at least seventy-five (75%)
percent of the meetings of the Board of Directors.
The Compensation Committee is chaired by Robert H. Keeley
with all of the Board's outside directors as members. The
Compensation Committee met three times during 1995. The
Compensation Committee does not include any employees or
former or current officers of the Company. There are no
"interlocking" membership between ASI's Compensation
Committee and any other company's compensation committee.
The Audit Committee is chaired by James T. Rothe with all of
the Board's outside directors as members. The audit
committee met once during 1995.
There is no nominating committee of the Board.
Election of Directors
The persons named below have been nominated for election as
directors to serve until the next Annual Meeting of
Shareholders in 1997 and until their successors are elected
and qualified. All of the nominees are presently Directors
of the Company. It is the intention of the persons named as
proxies in the accompanying form of Proxy to vote FOR the
election of the persons named below. If any such person
should be unable to serve or become unavailable for any
reason, or if a vacancy should occur before the election
(which events are not anticipated), the Proxy will be voted
for such other person or persons as shall be determined by
the persons named in the Proxy in accordance with their
judgment. The names of the intended nominees, their
principal occupations for the past five years, the year each
first became a Director, and their ages are as follows:
John A. Thorpe: (61) Mr. Thorpe, the Chairman of the Board
and Chief Technical Officer, is the founder of Analytical
Surveys, Inc. He holds a Master of Science in
Photogrammetric Engineering from the International Training
Center for Aerial Survey in Holland, and a B.S. in Geography
and Mathematics from Rhodes University in South Africa. For
twelve (12) years he owned and operated Photosurveys (Pty.)
Ltd., an aerial survey company in Johannesburg, South
Africa. Mr. Thorpe is a Certified Photogrammetrist and has
presented various technical papers on computerized mapping
methods in the United States, South Africa, and Europe.
Sidney V. Corder: (53) Mr. Corder was elected to serve as a
Director of the Company on November 6, 1992 and is the
President and Chief Executive Officer of the Company. Mr.
Corder joined the Company in August 1990 as President and
became the Chief Executive Officer in 1993. From 1979 to
1990 Mr. Corder served Cubic Corporation, most recently as
President, Cubic Western Data. He holds certificates of
completion from the Executive Institute at the Graduate
School of Business, Stanford University and the Managerial
Policy Institute, University of Southern California.
Richard P. MacLeod: (58) Mr. MacLeod was elected to serve
as a Director of the Company on December 17, 1987. Mr.
MacLeod is President of the United States Space Foundation.
Mr. MacLeod received a B.A. degree in Government Studies
from the University of Massachusetts. He received a Master
of Arts degree in International Relations from the
University of Southern California and is also a graduate of
the Armed Forces Staff College, the National War College and
was honored as a Distinguished Graduate of the Industrial
College of the Armed Forces. During his 24 year career in
the U.S. Air Force, Mr. MacLeod served in a wide variety of
staff positions throughout the world His most recent
assignments included Chief of Staff, North American
Aerospace Defense Command, 1981-1984; and a two year
assignment as the first Air Force Space Command Chief of
Staff.
James T. Rothe: (52) Dr. Rothe was elected to serve as a
Director of the Company on December 17, 1987. Dr. Rothe is a
Professor of Business at the College of Business and
Administration, University of Colorado at Colorado Springs.
He served as Dean of the College of Business and
Administration, University of Colorado at Colorado Springs
from 1986 to 1994. Dr. Rothe earned his B.B.A., M.B.A. and
Ph.D. degrees from the University of Wisconsin-Madison. Dr.
Rothe has been involved in academic and industrial
activities throughout his career. From 1967 to 1979, Dr.
Rothe held teaching and administrative positions at the
University of Colorado and Southern Methodist University. In
1979, Dr. Rothe became the Vice President, Marketing for
Pearle Vision Centers, a unit of Pearle Optical Group. From
1983 to 1986, Dr. Rothe served as President of the Texas
State Optical Company, a division of Pearle Health Services,
Inc. He then served as President of Pearle Vision Center and
Texas State Optical Company, divisions of Pearle Health
Services, Inc. Dr. Rothe has published extensively in the
Marketing and Strategic Management areas, and has served as
a consultant to numerous corporations throughout the United
States.
Robert H. Keeley: (54) Dr. Keeley was elected to serve as a
Director of the Company on December 11, 1992. Since
September 1992, Dr. Keeley has been the El Pomar Professor
of Business Finance at the College of Business and
Administration, University of Colorado at Colorado Springs,
where he also is associated with the Colorado Institute for
Technology Transfer and Implementation (CITTI). Dr. Keeley
also serves on the boards of directors of Simtek Corporation
and Molecular Dynamics, Inc. From 1986 to 1992 he was
associate professor of industrial engineering at Stanford
University. Prior to 1986 he was a venture capitalist,
serving as a general partner in Hill, Keeley and Kirby
(1984-1985), and as vice president and general partner in
Electro-Science Management Corporation (1970-1984). Dr.
Keeley earned a B.S. in Electrical Engineering at Stanford
University, an M.B.A. from Harvard University and a Ph.D.
Business Administration from Stanford University.
Willem H. J. Andersen: (54) Mr. Andersen was appointed to
serve as a Director of the Company on October 24, 1995. He
presently is a consultant with the National Semiconductor
Corporation and is a member of the board of directors of
Iomega Corporation. He spent more than 15 years with
various divisions of Phillips N.U. of the Netherlands,
including president and chief executive officer of Laser
Magnetic Storage International Company, a North American
Phillips company. Mr. Andersen earned an IR degree
(equivalent to a Ph.D.) in Electron Physics and Electron
Optics at Technological University Delft, in Delft, The
Netherlands and completed the Advanced Management Program at
Harvard University.
Director Retires
William H. Hudson: (65) who has served as a director of the
Company since 1987, has chosen to retire at the end of his
term this year. Therefore, Mr. Hudson has not been nominated
for election to the Board at this meeting.
Executive Officers
The executive officers are listed below. Mr. Thorpe and Mr.
Corder are also members of the Board of Directors and their
biographical information is presented above.
Name Position Officer since
Sidney V. Corder President and Chief Executive 1990
Officer
John A. Thorpe Chief Technical Officer 1981
Scott C. Benger Secretary/Treasurer and 1990
Sr. Vice President, Finance
Raymond R. Mann Sr. Vice President, Business 1992
Development and Contracts
Scott C. Benger: (46) Mr. Benger joined the Company in
September 1990 as controller. He became Secretary/Treasurer
and Vice President, Finance in January 1991 and Senior Vice
President, Finance in November 1993. Mr. Benger was a legal
administrator for five years before joining the Company. Mr.
Benger received a B.S. Business Administration from the
University of Nebraska.
Raymond R. Mann: (48) Mr. Mann joined the Company in
August 1992 as Vice President, Operations. He became Senior
Vice President, Business Development and Contracts in
November 1993. Prior to joining the Company, Mr. Mann was a
senior consultant in the Geographic Information Systems
practice of an international engineering firm. Mr. Mann
received a B. A. from the University of Nebraska at Omaha
and a M.S. in Public Administration from Virginia
Polytechnic College.
There are no arrangements or understandings between any
officer and any third parties pursuant to which the above
officers were selected. There are no proceedings to which
any of the Company's officers or directors is a party
adverse to Analytical Surveys, Inc.
Executive Compensation
The following three tables set forth the compensation paid
to and information related to stock options granted to the
Chief Executive Officer and the executive officers.
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Other Annual All Other
Name and Compens- Stock Compensa-
Principal Salary Bonus ation Options(1) tion(2)
Position Year ($) ($) ($) (#) ($)
Sidney V. Corder
President and
Chief Executive
Officer 1995 141,711 69,387 (3) 135,000 6,872
1994 136,339 65,894 (3) 15,000 6,648
1993 123,846 45,500 (3) 15,000 9,030
John A. Thorpe
Chairman and
Chief Technical
Officer 1995 141,000 38,235 (3) 10,000 15,143
1994 140,539 39,536 (3) 15,000 15,134
1993 134,231 17,121 (3) 16,500 14,879
Scott C. Benger
Secretary/Treasurer
and Senior Vice
President 1995 83,308 33,985 (3) 10,000 1,666
1994 77,538 26,357 (3) 10,000 1,551
1993 71,077 13,500 (3) 10,000 1,421
Raymond R. Mann
Senior Vice
President 1995 82,015 33,910 (3) 10,000 1,640
1994 76,038 26,000 (3) 10,000 1,521
1993 70,631 0 (3) 10,000 1,036
(1) Long term compensation consists of stock options
only. There were no restricted stock nor other long term incentive
plans, therefore columns for "Restricted Stock Awards" and
"LTIP Payouts" are omitted.
(2) Other compensation includes deferred compensation
accrued (Mr. Thorpe only), life insurance premiums (Mr. Corder and
Mr. Thorpe) and employer's matching contributions to the 401(k)
Incentive Savings Plan (all officers.)
(3) Less than 10%.
Option Grants in Last Fiscal Year
% of Total
Name Options Options To All Exercise Expiration
Granted Employees Price Date
Sidney V. Corder 15,000 5% $6.00 April 2005
Sidney V. Corder 120,000 42% $7.38 August 2005
John A. Thorpe 10,000 3% 6.00 April 2005
Scott C. Benger 10,000 3% 6.00 April 2005
Raymond R. Mann 10,000 3% 6.00 April 2005
Aggregated Option Exercises in Last Fiscal Year
and FY-End Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-end (#) FY-end ($)
Shares Value
Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
Sidney V. Corder 100,000 534,717
Exercisable 26,750 125,656
Unexercisable 146,250 92,344
Total 173,000 218,000
John A. Thorpe 0 0
Exercisable 70,025 373,791
Unexercisable 21,250 69,894
Total 91,275 443,685
Scott C. Benger 0 0
Exercisable 26,500 142,438
Unexercisable 17,500 51,562
Total 44,000 194,000
Raymond R. Mann 0 0
Exercisable 22,500 105,938
Unexercisable 17,500 51,562
Total 40,000 157,500
Employment Contracts and Termination Agreements
The four executive officers are employed under separate
employment contracts which continue until June 26, 1996
(Thorpe and Corder) or September 20, 1997 (Benger and Mann)
and are automatically renewable for successive two year
periods thereafter. The agreements provide for the following
termination provisions:
Termination by employee, without cause:
The Company may accept the employee's resignation upon
receipt or the Company may require the employee to continue
to perform his duties for up to six months with compensation
continuing only through the period of performance.
Termination by employer, without cause:
The Company may terminate the employee without cause. The
employee will remain on the payroll for twenty-four (24)
months (Thorpe and Corder) or twelve (12) months (Benger and
Mann) after such termination without cause.
Termination by employer, for cause:
Employer may terminate employee for cause, meaning failure
by the employee to correct, cease, or otherwise alter any
action or omission to act that constitutes a material and
willful breach of the employment agreement likely to result
in material damage to the Company, or willful gross
misconduct likely to result in material damage to the
Company. Upon termination for cause by the employer,
employee shall not receive any termination pay or benefits
beyond the date of termination (thirty calendar days after
notice of termination).
Termination by employee, for cause:
The employee may resign his employment for cause if the
employer fails to correct, cease or otherwise alter any
material adverse change in the conditions of the employee's
employment caused by (a) a change in ownership of the
Corporation; or (b) any change in employee's title, position
or the duties assigned to him by the Board of Directors
unless employee consents to such change, on terms as
mutually agreed. Upon termination for cause by employee,
employee shall be continued on the payroll including
benefits for thirty-six (36) months (Thorpe and Corder) or
eighteen (18) months (Benger and Mann).
Pursuant to Mr. Thorpe's employment contract, the Company
pays one half the annual premium for a $500,000 "split
dollar" life insurance policy on Mr. Thorpe, the beneficiary
of which is designated by Mr. Thorpe. Pursuant to the other
employment contracts, the Company pays the premium for term
life insurance policies in the amounts of $250,000 plus an
additional $250,000 accidental death coverage on Mr. Corder,
and $100,000 plus an additional $100,000 accidental death
coverage on Mr. Benger and Mr. Mann with beneficiaries
designated by the respective officers.
Mr. Thorpe and the Company have entered into a Stock
Redemption Agreement which is more fully described in the
notes to the financial statements contained in the Annual
Report enclosed herewith. Mr. Corder, Mr. Thorpe and Mr.
Benger participate in the Incentive Bonus Plan described
below. Mr. Mann has been awarded bonuses by the
Compensation Committee of the Board of Directors based on
the performance of the Company's sales and marketing
efforts.
Other Compensation Plans
On September 26, 1991 the Compensation Committee of the
Board of Directors adopted an Incentive Bonus Plan effective
for fiscal 1992 and following years. A copy of the Incentive
Bonus Plan has been included as an exhibit to ASI's Annual
Report on Form 10-K for the year ended September 30, 1992
filed with the Securities and Exchange Commission.
The Company maintains two term life insurance policies, each
in the amount of $1,000,000, on its Chief Technical Officer,
John A. Thorpe. The Company is the owner and the beneficiary
under both policies. In addition, the Company maintains a
disability buy-out insurance policy covering Mr. Thorpe. The
Company is the owner and beneficiary of this policy which
will pay the Company $1,000,000 should Mr. Thorpe become
disabled and therefore unable to carry out his duties at the
Company. All or a portion of the proceeds of the disability
buy-out policy, should Mr. Thorpe become disabled, or up to
$1,000,000 of the proceeds of one of the life insurance
policies, in the event of Mr. Thorpe's death would be used
to repurchase all or a portion of Mr. Thorpe's stock in
accordance with the terms of the Stock Redemption Agreement
between the Company and Mr. Thorpe dated February 14, 1989.
A copy of the Stock Redemption Agreement was included with
the Company's Annual Report on Form 10-K for fiscal 1989
filed with the Securities and Exchange Commission.
In October 1988 the Board of Directors approved, and the
Company adopted, a 401(k) incentive savings plan for the
Company's employees. This 401(k) plan was amended and
restated in May 1992 and a copy of the amended and restated
plan has been included as an exhibit to ASI's Annual Report
on Form 10-K for the year ended September 30, 1992 filed
with the Securities and Exchange Commission.
Compliance with Section 16(a) of the 1934 Securities
Exchange Act
The Company is not aware of any instances of late filing of
reports required by Section 16(a) of the 1934 Securities
Exchange Act for the year ended September 30, 1995.
Ratification of Selection of Independent Public Accountants
Pursuant to the By-laws of the Company, shareholders will be
asked to ratify the selection of KPMG Peat Marwick LLP as
independent auditors of the Company for the year ending
September 30, 1996. KPMG Peat Marwick LLP has no
relationship with the Company except in its capacity as the
Company's auditors.
A representative of KPMG Peat Marwick LLP is expected to be
present at the Annual Meeting and will be available to
respond to appropriate inquiries.
The Board of Directors recommends that shareholders vote FOR
ratification of KPMG Peat Marwick LLP as independent
auditors of the Company for the year ending
September 30, 1996. It is the intention of the persons named
as proxies in the accompanying form of Proxy to vote for
ratification of KPMG Peat Marwick LLP as independent
auditors of the Company for the year ended
September 30, 1996.
Ratification of the 1995 Non-Qualified Stock Option Plan
On August 22, 1995 the Board of Directors of the company
adopted the 1995 Non-Qualified Stock Option Plan (the "1995
Plan") and granted all of the resulting options. The 1995
Non-Qualified Stock Option Plan was intended to advance the
interests of the Company and its shareholders by encouraging
and enabling selected officers, directors and key employees
upon whose judgment, initiative and effort the Company is
largely dependent for the successful conduct of its
business, to acquire and retain a proprietary interest in
the company by Ownership of its stock. Options granted
under the 1995 Plan are intended to be options which do not
meet the requirements of Section 422A of the Internal
Revenue Code of 1986; this is therefore a non-qualified
plan. The following summary of the material terms of the
1995 Plan is qualified in its entirety by reference to the
complete text of the 1995 Plan which is attached as Exhibit
1 to this Proxy Statement.
Since the options have already been granted under the 1995
Plan, the ratification of the 1995 Plan by the shareholders
is sought only so that shares issued under the Plan will be
subject to the favorable treatment allowed by Rule 16(b) of
the 1934 Securities Exchange Act, as amended May 1, 1991.
For such ratification, a majority vote of the Company's
Shareholders is required. In the event such a majority vote
is not obtained, the 1995 Plan will still be effective, and
will not be rendered void. The only effect of non-
ratification will be that shares issued under the 1995 Plan
will not receive the favorable treatment provided under Rule
16(b).
The 1995 Plan shall terminate on August 22, 2005. No option
may be exercised more than ten (10) years after the date the
option is granted. The option price cannot be less than 100%
of the fair market value of a share of stock on August 22,
1995 (which was $7.38). Options are not transferable other
than by will or descent and may not be pledged or
hypothecated.
Upon termination of an optionee's employment with the
Company, his option privileges shall be terminated in
accordance with the terms of the Stock Option Agreement
between the Company and the optionee. The granting of an
option to an eligible person does not alter in any way the
company's existing rights to terminate such person's
employment at any time for any reason, nor does it confer
upon such person any rights or privileges except as
specifically provided for in the 1995 Plan.
If an optionee dies while in the employ of the company or
any subsidiary, his option privileges shall be limited to
the shares which were immediately purchasable by him at the
date of death and such option privileges shall expire unless
exercised by his successor within one hundred eighty (180)
days after the date of death.
The Board of Directors has the right to suspend or terminate
the 1995 Plan at any time, or to amend it from time to time.
No option may be granted during any suspension or after
termination of the 1995 Plan. No amendment, suspension, or
termination of the 1995 Plan shall, without the optionee's
consent, alter or impair any of the rights or obligations
under the option theretofore granted to such optionee under
the 1995 Plan.
The 120,000 options under the 1995 Plan have been granted
and are currently exercisable as follows:
Optionee Number of Exercise
(Position) Options Price
Sidney, V. Corder 120,000 $7.38 per share
(President and Chief
Executive Officer)
The Board of Directors recommends that stockholders vote FOR
ratification of the 1995 Non-Qualified Stock Option Plan.
Shareholder Proposals
Shareholder Proposals intended to be considered at the 1997
Annual Meeting of Shareholders must be received by the
Secretary of the Company not later than September 15, 1996.
Such proposals may be included in next year's Proxy
Statement if they comply with certain rules and regulations
promulgated by the Securities and Exchange Commission.
Annual Report
THE ANNUAL REPORT FOR ANALYTICAL SURVEYS, INC., FOR THE YEAR
ENDED SEPTEMBER 30, 1995, IS MAILED HEREWITH. COPIES OF THE
ANNUAL REPORT AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K, INCLUDING FINANCIAL STATEMENTS AND
SCHEDULES THERETO MAY BE OBTAINED BY REQUEST FROM SCOTT C.
BENGER, SECRETARY, 1935 JAMBOREE DRIVE, COLORADO SPRINGS,
COLORADO 80920.
Other Matters
Management is not aware of any matters to come before the
meeting which will require the vote of Shareholders other
than those matters indicated in the Notice of Shareholder
Meeting and this Proxy Statement. However, if any other
matter calling for Shareholder action should properly come
before the meeting or any adjournments thereof, those
persons named as proxies in the enclosed Proxy Form will
vote thereon according to their best judgment.
By Order of the Board of Directors
January 8, 1996 /s/ Scott C. Benger
Secretary/Treasurer
APPENDIX 1
FORM OF PROXY
Analytical Surveys, Inc.
1935 Jamboree Drive
Colorado Springs, Colorado
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John A. Thorpe and James T.
Rothe and each of them with full power of substitution, the
proxies of the undersigned to vote all shares of Common
Stock of Analytical Surveys, Inc., which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of
the Corporation to be held at the Marriott Hotel, 5580 Tech
Center Drive, Colorado Springs, Colorado, on February 20,
1996, at 3:30 p.m.
Annual Meeting February 20, 1996
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY to vote for nominees listed below
John A. Thorpe Sidney V. Corder Richard P. MacLeod
James T. Rothe Robert H. Keeley Willam H. J. Andersen
INSTRUCTION: To withhold authority for any individual
nominee, strike a line through or otherwise strike the
nominee's name in the list above.
Please continue on reverse side
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK
LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL
YEAR ENDING SEPTEMBER 30, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. PROPOSAL TO RATIFY THE COMPANY'S 1995 NON-QUALIFIED
STOCK OPTION PLAN
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1,
2, AND 3.
Dated ___________, 1996 Signed _____________________
Signed _____________________
NOTE: Signature should agree with name on Stock Certificate
as printed thereon. Executors, administrators, trustees and
other fiduciaries should so indicate when signing.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
EXHIBIT 1
Analytical Surveys, Inc.
1995 Stock Option Plan
1. Purpose. The 1995 Analytical Surveys, Inc. Stock
Option Plan (the "Plan" or the "1995 Plan") is intended to
advance the interests of Analytical Surveys, Inc. (the "Company")
and its shareholders by encouraging and enabling selected
officers, directors and other key employees upon whose judgment,
initiative and effort the Company is largely dependent for the
successful conduct of its business, to acquire and retain a
proprietary interest in the Company by ownership of its stock.
Options granted under the Plan are intended to be Options which
do not meet the requirements of Section 422A of the Internal
Revenue Code of 1986 (the "Code").
2. Definitions.
(a) "Board" means the Board of Directors of the
Company.
(b) "Committee" means the body administering the Plan.
(c) "Common Stock" means the Company's Common Stock.
(d) "Date of Grant" means the date on which an option
is granted under the plan.
(e) "Disinterested Person" means a director, officer
or other person who has not been granted equity
securities pursuant to the Plan during the year prior
to their service as a plan administrator, unless (i)
the plan under which they were awarded securities was a
formula plan or a broad-based participant - directed
plan or (ii) the plan they are administering does not
permit participation by directors.
(f) "Option" means an option granted under the Plan.
(g) "Optionee" means a person to whom an option, which
has not expired, has been granted under the Plan.
(h) "Successor" means the legal representative of the
estate of a deceased optionee or the person or persons
who acquire the right to exercise an option by bequest
or inheritance or by reason of the death of any
optionee.
3. Administration of the Plan; Disinterested Administrators.
(a) The Plan shall be administered by a Committee of three
or more outside directors appointed from time to time by the
Board; provided, however, that all Committee members
administering the Plan must be "disinterested persons" as that
term is herein defined.
(b) Subject to the provisions of subparagraph (c) below,
the Committee shall have full and final authority in its
discretion to determine the individuals to whom and the time or
times at which options shall be granted and the number of shares
and purchase price of Common Stock covered by each option; to
construe and interpret the Plan; to determine the terms and
provisions of the respective option agreements, which need not be
identical, including, but without limitation, terms covering the
payment of the option price; and to make all other determinations
and take all other actions deemed necessary or advisable for the
proper administration of the Plan. All such actions and
determinations shall be conclusively binding for all purposes and
upon all persons.
(c) If the selection of any director or officer of the
Company to whom stock options may be granted pursuant to the
Plan, or the determination of the maximum number of shares of
stock which may be allocated to any such director or officer or
which may be covered by stock options granted to any such
director or officer pursuant to the Plan is subject to the
discretion of any person, then such discretion shall be exercised
only as follows:
(1) With respect to the participation of directors:
(i) By the board of directors, a majority of which board
and a majority of the directors acting in the matter are
disinterested persons;
(ii) By, or only in accordance with the recommendation of,
the Committee; or
(iii) Otherwise in accordance with the Plan, if the Plan (A)
specifies the number or maximum number of shares of stock
which directors may acquire or which may be subject to stock
options granted to directors pursuant to the Plan and the
terms upon which, and the times at which, or the periods
within which, such stock may be acquired or such options may
be acquired and exercised; or (B) sets forth, by formula or
otherwise, effective and determinable limitations with
respect to the foregoing based upon earnings of the Company,
dividends paid, compensation received by participants,
option prices, market value of shares, outstanding shares or
percentages thereof outstanding from time-to-time or similar
factors.<PAGE>
(2) With respect to the participation of officers who are
not directors:
(i) By the board of directors or a committee of three or
more directors;
(ii) By, or only in accordance with the recommendations of
the Committee; or
(iii) Otherwise in accordance with the Plan, if the Plan (A)
Specifies the number or maximum number of shares of stock
which directors may acquire or which may be subject to stock
options granted to directors pursuant to the plan and the
terms upon which, and the times at which, or the periods
within which, such stock may be acquired or such options may
be acquired and exercised; or (B) sets forth, by formula or
otherwise, effective and determinable limitations with
respect to the foregoing based upon earnings of the Company,
dividends paid, compensation received by participants,
option prices, market value of shares, outstanding shares or
percentages thereof outstanding from time-to-time or similar
factors.
4. Common Stock Subject to Options. The aggregate number
of shares of the Company's Common Stock which may be issued upon
the exercise of options granted under the Plan shall not exceed
120,000.00, subject to adjustment under the provisions of
Paragraph 8. The shares of Common stock to be issued upon the
exercise of options may be authorized but unissued shares, shares
issued and reacquired by the company or shares bought on the
market for the purposes of the Plan. In the event any option
shall, for any reason, terminate or expire or be surrendered
without having been exercised in full, the shares subject to such
option but not purchased thereunder shall again be available for
options to be granted under the Plan.
5. Participants. Options may be granted under the Plan to
any person who is or who agrees to become a director, officer, or
employee (including officers and employees who are also
directors) of the Company.
6. Terms and Conditions of Options. Any option granted
under the Plan shall be evidenced by an agreement executed by the
Company and the applicable officer or employee and shall contain
such terms and be in such form as the Board may from time to time
approve, subject to the following limitations and conditions.
7. Option Price.
(a) The option price per share with respect to each
option shall be determined by the Board but shall in no
instance be less than one-hundred percent (100%) of the
fair market value to a share of the Common Stock on
August 22, 1995. For the purposes hereof, fair market
value shall be the bid price of the Common Stock on the
OTC market as reported by NASDAQ. The bid price of the
Common Stock, as reported by NASDAQ, on August 22, 1995
was $ 7.375.
(b) Period of Option. The expiration date of each
option shall be fixed by the Board, but,
notwithstanding any provision of the Plan to the
contrary, such expiration date shall not be more than
ten (10) years from the Date of Grant.
(c) Vesting of Shareholder Rights. Neither an
optionee nor his successor shall have the rights of a
shareholder of the company until the certificate
evidencing the shares purchased are properly delivered
to such optionee or his successor.
(d) Exercise of Option; Sale of Underlying Security.
Each option shall be exercisable from time to time over
a period commencing the date of Grant and ending upon
the expiration or termination of the option. An option
shall not be exercisable in whole or in part prior to
the date of Board approval of the Plan. Any underlying
security issued pursuant to the exercise of an option
under the Plan must be held for at least six months
from the date of grant of the exercise of the option,
before such security can be sold.
(e) Nontransferability of Option. No option shall be
transferable or assignable by an optionee, otherwise
than by will or the laws of descent and distribution
and each option shall be exercisable, during the
optionee's lifetime, only by him. No option shall be
pledged or hypothecated in any way and no option shall
be subject to execution, attachment, or similar process
except with the expressed consent of the Board.
(f) Termination of Employment. Upon termination of an
optionee's employment with the Company, his option
privileges shall be terminated in accordance with the
terms of the option agreement between the Company and
the Optionee. The granting of an option to an eligible
person does not alter, in any way, the Company's
existing rights to terminate such person's employment
at any time for any reason, nor does it confer upon
such person any rights or privileges except as
specifically provided for in the Plan.
(g) Death of Optionee. If an optionee dies while in
the employ of the company or any subsidiary, his option
privileges shall be limited to the shares which were
immediately purchasable by him at the date of death and
such option privileges shall expire unless exercised by
his successor within one hundred-eighty (180) days
after the date of death.
8. Adjustments.
(a) In the event that the outstanding shares of Common
Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different
number or kind of shares or other securities of the
Company or of another corporation, by reason of a
recapitalization, reclassification, stock split-up,
combination of shares, or dividend or other
distribution payable in capital stock, appropriate
adjustment shall be made by the Board in the number and
kind of shares for the purchase of which options may be
granted under the Plan. In addition, the Board shall
make appropriate adjustment in the number and kind of
shares as to which outstanding options, or portions
thereof then unexercised, shall be exercisable, to the
end that the proportionate interest of the holder of
the option shall, to the extent practicable, be
maintained as before the occurrence of such event.
Such adjustment in outstanding options shall be made
without change in the total price applicable to the
unexercised portion of the option but with a
corresponding adjustment in the option price per share.
(b) In the event of the dissolution or liquidation of
the Company, any option granted under the Plan shall
terminate as of a date to be fixed by the Board,
provided that no less than thirty (30) days' written
notice of the date so fixed shall be given to each
optionee and each such optionee shall have the right
during such period to exercise his option as to all or
any part of the shares covered thereby including shares
as to which such option would not otherwise be
exercisable by reason of an insufficient lapse of time.
(c) In the event of a Reorganization (as hereinafter
defined) in which the Company is not he surviving or
acquiring company, or in which the Company is or
becomes a wholly owned subsidiary of another company
after the effective date of the Reorganization, then:
(1) If there is no plan or agreement respecting
the Reorganization ("Reorganization Agreement") or
if the Reorganization Agreement does not
specifically provide for the change, conversion,
or exchange of the shares under outstanding and
unexercised stock options for securities of
another corporation, then the Board shall take
such action, and the options shall terminate, as
provided in subparagraph (b) of the Paragraph 7;
or
(2) If there is a Reorganization Agreement and if
the Reorganization Agreement specifically provides
for the change, conversion, or exchange of the
shares under outstanding and unexercised stock
options for securities of another corporation,
then the Board shall adjust the shares under such
outstanding and unexercised stock options (and
shall adjust the shares remaining under the Plan
which are then available to be optioned under the
plan if the Reorganization Agreement makes
specific provision (therefore) and in a manner
consistent with the provisions of the
Reorganization Agreement for the adjustment,
change, conversion, or exchange of such stock and
such options.
The term "Reorganization as used in this subparagraph (c) of
the Paragraph 8 shall mean any statutory merger, statutory
consolidation, sale of all or substantially all of the assets of
the Company, or sale, pursuant to an agreement with the Company
of securities of the Company pursuant to which the Company is or
become s a wholly owned subsidiary of another company after the
effective date of the Reorganization.
(d) Adjustments and determination under this
Paragraph 8 shall be made by the Board, whose
decisions as to what adjustments or determinations
shall be made, and the extent thereof, shall be
final, binding, and conclusive.
9. Restriction of Issuing Shares. The exercise of each
option shall be subject to the condition that if at any time the
Company shall determine in its discretion that the satisfaction
of withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any shares otherwise
deliverable upon such exercise upon any securities exchange or
under any state or federal law, or that the consent or approval
of any shall have been effected or obtained free of any condition
not acceptable to the Company.<PAGE>
10. Use of Proceeds. The proceeds received by the Company
from the sale of Common Stock pursuant to the exercise of options
granted under the Plan shall be added to the Company's general
funds and used for general corporate purposes.
11. Terms of the Plan. Unless the Plan shall theretofore
have been terminated by the Board or as provided in Paragraph 12,
the Plan shall terminate ten (10) years after the effective date
of the Plan.
12. Amendment, Suspension, and Termination of the Plan.
The Board may at any time suspend or terminate the plan or may
amend it from time to time in such respects as the Board may deem
advisable in order that the options granted thereunder may
conform to any changes in the law or in any other respect which
the Board may deem to be in the best interest of the Company. No
option may be granted during any suspension or after the
termination of the Plan. No amendment, suspension, or
termination of the Plan shall, without an optionee's consent,
alter or impair any of the rights or obligations under the option
theretofore granted to such optionee under the Plan.
13. Effective Date of Plan; Shareholder Approval. The
effective date of the Plan is August 22, 1995, the date of this
approval by the Board. It shall be subject to approval and
ratification by the Shareholders of the Company at its next
regularly scheduled meeting in February, 1996; provided, that
grants of stock options may be made by the Committee prior to
such Shareholder approval, but that no exercise of the options
will be allowed prior to such Shareholder approval.
Exhibit 2
President's letter to shareholders
(Supplement to the Annual Report)
ANALYTICAL SURVEYS, INC (logo)
JANUARY 1996
UPDATE
Dear Shareholder:
We are very pleased to announce that subsequent to the close
of fiscal 1995, Analytical Surveys, Inc. completed the
acquisition of substantially all of the assets of privately-
held Intelligraphics, Inc., a leading data conversion
company based in Waukesha, Wisconsin. We acquired the
company for $3,490,000 in cash and 230,000 shares of ASI
restricted stock. Intelligraphics will now be known as
Intelligraphics International, a Division of Analytical
Surveys, Inc.
Our acquisition of Intelligraphics International is
significant for a number of reasons. First, with anticipated
sales of more than $8 million in 1995, the new division will
clearly have an important near- and long-term impact on our
financial performance. While we have been very pleased with
ASI's sales performance, which was up 21% to $13.5 million
in fiscal 1995, the addition of Intelligraphics
International will obviously accelerate that growth
considerably starting in our second fiscal quarter ended
March 31, 1996. We expect the new division will begin
contributing to our bottom line performance in fiscal 1997.
Intelligraphics International also is an important strategic
fit with ASI, and it enhances our overall product and
service offering to the utility and municipal markets.
Intelligraphics International specializes in the conversion
of information from utility maps and records into digital
format. The company is known throughout the Geographic
Information Systems (GIS) industry for its expertise in
designing, building and maintaining the data systems
required to operate process automation systems for GIS,
automated mapping and facilities management programs.
ASI and Intelligraphics International have enjoyed a long-
standing cooperative relationship, and we have worked
jointly on a number of GIS projects. By combining
Intelligraphics International's service offering with our
expertise in data conversion for landbase mapping
applications, we can now offer one of the most comprehensive
arrays of data conversion services available in the GIS
industry. With such a broad service offering under one roof,
we believe ASI has a clear competitive advantage over other
data conversion companies.
Intelligraphics International brings with it an extensive
list of major U.S. and international customers, including
Wisconsin Power and Light, Seattle City Light, Michigan
Consolidated Gas, Appalachian Power, Iowa-Illinois Gas &
Electric, China Light and Power, Bell South and British
Telecom. By coupling Intelligraphics International's
customers list with ASI's broad base of clients, both
entities are now faced with considerable new business
opportunities.
As you know, ASI has established a long track record of
growth (our recent performance is presented in the
accompanying annual report), and Intelligraphics
International shares this objective. Intelligraphics
International's management team recently took a number of
steps to improve efficiencies and streamline operations.
Additionally, in an effort to meet growing demand for its
services, Intelligraphics International has expanded its
workforce to nearly 200, or approximately 65%, in the past
year. We believe the combined resources of ASI and
Intelligraphics International will help facilitate and
accelerate the ongoing expansion of both entities.
Our new division also will expand ASI's geographic presence.
Intelligraphics International will continue to operate out
of Wisconsin under the direction of its proven management
team, which is led by William Nantell and David Coates. Mr.
Nantell will continue as President and Chief Operating
Officer of Intelligraphics International, and will report
directly to me.
Again, we are very excited about the immediate impact and
long-term opportunities created by this acquisition. We made
great strides in building shareholder value in fiscal 1995,
and believe this move represents a major step in continuing
that trend in the new year.
I look forward to reporting on the results of your growing
company in fiscal 1996.
Sincerely,
/s/ Sidney V. Corder
Sidney V. Corder
President and CEO
(The following summary information appears in a sidebar
included in the original letter to shareholders:)
INTELLIGRAPHICS INTERNATIONAL (logo)
OVERVIEW
Intelligraphics International is a leading data conversion
company known throughout the GIS industry for its work in
the utility and municipal markets. The company designs,
builds and maintains the data systems required to operate
process automation systems for GIS, automated mapping and
facilities management programs.
HEADQUARTERS Waukesha, Wisconsin
1995 REVENUE* $ 8 million
EMPLOYEES Approximately 200
SENIOR MANAGEMENT
William D. Nantell President and Chief Operating
Officer
David R. Coates Senior Vice President of Operations
* Estimated
