Analytical Surveys, Inc.
1935 Jamboree Drive
Colorado Springs, Colorado 80920
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 18, 1997
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 18, 1997 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,
1997; and
3. 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 3,
1997 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, 1996.
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
Scott C. Benger
Secretary/Treasurer
January 7, 1997
<PAGE>
Analytical Surveys, Inc.
1935 Jamboree Drive
Colorado Springs, Colorado 80920
PROXY STATEMENT
Annual Meeting of Shareholders
to be held on February 18, 1997
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 18, 1997 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,
1997 and
3. 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 7, 1997.
<PAGE>
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 3, 1997, 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 effected a three for two stock split effective July 1, 1996. All
share quantities listed in this proxy statement have been adjusted to properly
reflect this stock split.
The Company issued 345,000 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 3, 1997, there were 4,889,401 shares of Common Stock
outstanding and entitled to vote. The presence in person or by proxy of at least
2,444,701 shares will constitute a quorum.
Voting Securities and Principal Shareholders
The following tables show, as of December 31, 1996, 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* A. William Heulsman
235 West Broadway, Suite 40
Waukesha, Wisconsin 53186 268,800 5.50%
* The shares beneficially owned by Mr. Heulsman are restricted shares held in
the voting trust described as "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 503,550 10.30%
Common Stock Sidney V. Corder 8,400 *
Common Stock Richard P. MacLeod 2,100 *
Common Stock James T. Rothe 2,250 *
Common Stock Robert H. Keeley 4,500 *
Common Stock Willem H. J. Andersen 0 *
Common Stock All Directors and Officers
as a Group (9 persons) 543,206 11.11%
* 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 nine thousand (9,000) options per year for the life of the plan.
Mr. Andersen also received 11,250 options in 1996 and his consulting firm, A&S
Consulting, Ltd., received $9,000 in compensation for consulting services. The
consulting assignment is expected to be completed in January 1997.
Directors' Meetings and Committees
During the year ended September 30, 1996, the Board of Directors met ten times.
Each Director standing for reelection was present for at least seventy-five
(75%) percent of the meetings of the Board of Directors except Mr. MacLeod who
was present for sixty (60%) percent of the meetings.
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 1996. 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 1996.
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 1998 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: (62) 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. Mr. Thorpe has been employed by the Company on a
full time basis since he founded the Company in 1981. 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: (54) 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: (59) 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 and 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: (53) 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: (55) 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: (55) 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.
<PAGE>
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 Officer 1990
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
William D. Nantell Sr. Vice President and 1995
President, Intelligraphics Division
Scott C. Benger: (47) 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: (49) 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.
William D. Nantell: (47) Mr. Nantell joined the Company in December 1995 as
President of the Intelligraphics International division and was appointed a
Senior Vice President in February 1996. Mr. Nantell served as President and
Chief Operating Officer of Intelligraphics International Inc. from 1991 until
its acquisition by the Company. He received a B.A. in Management from the
University of Wisconsin at Whitewater.
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.
<PAGE>
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.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
All Other
Name and Other Annual Stock Compensa-
Principal Salary Bonus Compensation Options(1) tion(2)
Position Year ($) ($) ($) (#) ($)
- -------- ---- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
Sidney V. Corder
President and 1996 163,578 102,487 (3) 22,500 7,308
Chief Executive 1995 141,711 69,387 (3) 202,500 6,872
Officer 1994 136,339 65,894 (3) 22,500 6,648
John A. Thorpe
Chairman and 1996 145,422 46,220 (3) 9,000 15,232
Chief Technical 1995 141,000 38,235 (3) 15,000 15,143
Officer 1994 140,539 39,536 (3) 22,500 15,134
Scott C. Benger
Secretary/Treasurer 1996 92,845 62,248 (3) 21,000 1,857
and Senior Vice 1995 83,308 33,985 (3) 15,000 1,666
President 1994 77,538 26,357 (3) 15,000 1,551
Raymond R. Mann
Senior Vice 1996 87,539 39,000 (3) 12,666 1,753
President 1995 82,015 33,910 (3) 15,000 1,640
1994 76,038 26,000 (3) 15,000 1,521
William D. Nantell 1996 (4) 96,663 18,600 (3) 7,500 1,997
Sr. Vice President
and President
Intelligraphics
Division
</TABLE>
(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 and employer's matching
contributions to the 401(k) Incentive Savings Plan.
(3) Less than 10%.
(4) For the period from December 22, 1995 (date of hire) through
September 30, 1996.
Option Grants in Last Fiscal Year
% of Total
Options Options To All Exercise Expiration
Name Granted Employees Price Date
Sidney V. Corder 22,500 9% $11.083 April 2006
John A. Thorpe 9,000 4% 11.083 April 2006
Scott C. Benger 21,000 9% 11.083 April 2006
Raymond R. Mann 12,000 5% 11.083 April 2006
William Nantell 7,500 3% 11.083 April 2006
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and FY-End Values
Value of
Number of Unexercised
Unexercised In-the-Money
Options at Options at
FY-end (#) FY-end ($)
Shares Value
Acquired Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
---- --------------- ----- ------------- -------------
<S> <C> <C> <C> <C>
Sidney V. Corder 39,375 414,375
Exercisable 113,250 $ 736,250
Unexercisable 129,375 679,225
------- ---------
Total 242,625 $1,415,475
======= ==========
John A. Thorpe 0 0
Exercisable 123,794 $1,159,702
Unexercisable 22,125 105,469
------- --------
Total 145,919 $1,265,171
======= =========
Scott C. Benger 11,250 80,625
Exercisable 43,500 $397,187
Unexercisable 32,250 87,813
------- -------
Total 75,750 $485,000
======= =======
Raymond R. Mann 25,000 211,667
Exercisable 23,750 $198,021
Unexercisable 23,250 87,813
------- -------
Total 47,000 $285,834
======= =======
William D. Nantell 0 0
Exercisable 0 $ 0
Unexercisable 7,500 0
------ --
Total 7,500 $ 0
====== ==
</TABLE>
<PAGE>
Employment Contracts and Termination Agreements
Four executive officers, Messrs. Thorpe, Corder, Benger and Mann, are employed
under separate employment contracts which continue until June 26, 1998 (Thorpe
and Corder) or September 20, 1997 (Benger and Mann) and are automatically
renewable for successive two year periods thereafter. Mr. Nantell is employed
under an employment agreement which expires on December 31, 1996 and may be
renewed for one year at the Company's option upon payment of $10,000 to
employee. The agreements provide for the following termination provisions:
Termination by employee, without cause:
Messrs. Thorpe, Corder, Benger and Mann:
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.
Mr. Nantell:
Employee will receive compensation only through the period of
performance.
Termination by employer, without cause (all five officers):
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) or seven (7) months (Nantell)
after such termination without cause.
Termination by employer, for cause (all five officers):
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:
Messrs. Thorpe, Corder, Benger and Mann:
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).
Mr. Nantell:
In the event of a breach by the Employer, meaning a material default by
Employer which remains uncured 30 days after Employee gives Employer
notice of such breach or any reduction of duties such that Employee
ceases to have executive supervisory responsibilities, employee shall
be continued on the payroll including benefits for seven (7) months.
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, $100,000 plus an additional $100,000 accidental death
coverage on Mr. Benger and Mr. Mann, and $150,000 plus an additional $150,000
accidental death coverage on Mr. Nantell 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 and Mr.
Nantell have 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, 1996.
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, 1997. 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, 1997. 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, 1997.
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, 1997. 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,
1996, IS MAILED HEREWITH. COPIES OF THE ANNUAL REPORT ON FORM 10-KSB AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION 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
/s/ Scott C. Benger
January 7, 1997 Scott C. Benger
Secretary/Treasurer
<PAGE>
APPENDIX 1
FORM OF PROXY
Analytical Surveys, Inc. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
1935 Jamboree Drive OF DIRECTORS
Colorado Springs, Colorado
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 18, 1997, at 3:30 P.M.
Annual Meeting February 18, 1997
1. ELECTION OF DIRECTORS
|_| FOR all nominees listed below |_| WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed below
contrary below)
John A. Thorpe Sidney V. Corder Richard P. MacLeod
James T. Rothe Robert H. Keeley Willem 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.
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997.
|_| FOR |_| AGAINST |_| ABSTAIN
Please continue on reverse side
3. 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 AND 2.
Dated _________________________, 1997 __________________________________
Signature
__________________________________
Signature if held jointly
NOTE: Signature should agree with the 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.
