<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
BARRISTER GLOBAL SERVICES NETWORK, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
BARRISTER GLOBAL SERVICES NETWORK, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 12, 2000
The Annual Meeting of Stockholders of Barrister Global Services Network, Inc.
(the "Company") will be held at the Buffalo and Erie County Public Library
Auditorium, Clinton and Ellicott Streets, Buffalo, New York, on September 12,
2000 at 10:00 a.m., local time, for the following purposes:
1. To elect six (6) directors.
2. To transact such other business as may properly come before the
meeting.
The close of business on July 17, 2000 has been fixed as the record date for
determining the stockholders entitled to notice of, and to vote at, the Annual
Meeting.
By order of the Board of Directors,
Henry P. Semmelhack
President
July 25, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE IN
ORDER TO ASSURE REPRESENTATION OF YOUR SHARES.
<PAGE> 3
BARRISTER GLOBAL SERVICES NETWORK, INC.
290 ELLICOTT STREET
BUFFALO, NEW YORK 14203
(716) 845-5010
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
SEPTEMBER 12, 2000
GENERAL
This Proxy Statement and accompanying form of proxy have been mailed on or about
July 28, 2000, to all holders of record on July 17, 2000 of Common Stock, par
value $.24 per share ("Common Stock") of Barrister Global Services Network,
Inc., a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on September 12, 2000 and at any
adjournment or postponements thereof.
Shares represented by an effective proxy in the accompanying form, unless
contrary instructions are specified in the proxy, will be voted FOR each of the
proposals set forth in the accompanying Notice of Annual Meeting of
Stockholders. Any proxy may be revoked at any time before it is voted. A
stockholder may revoke his/her proxy by executing another proxy at a later date,
by notifying the Secretary of the Company in writing of his/her revocation, or
by attending and voting at the Annual Meeting. Revocation is effective only upon
receipt of notice by the Secretary.
The Company will bear the cost of soliciting proxies by the Board of Directors.
The Board of Directors may use the services of the Company's executive officers
and certain directors to solicit proxies from stockholders in person and by
mail, telegram and telephone, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing. In addition, the Company
will request brokers, nominees and others to forward proxy materials to their
principals and to obtain authority to execute proxies. The Company will
reimburse such brokers, nominees and others for their reasonable out-of-pocket
and clerical expenses incurred by them in so doing.
The securities entitled to vote at the Annual Meeting are shares of Common
Stock. Each share of Common Stock is entitled to one vote. The close of business
on July 17, 2000 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting and any
adjournment or postponement thereof. At that date 11,855,256 shares of Common
Stock were outstanding.
PRINCIPAL STOCKHOLDERS
CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of June 23, 2000 with
respect to the beneficial ownership of the Company's Common Stock by all persons
or groups (as such terms are used in Section 13(d)(3) of the Securities Exchange
Act of 1934) known by the Company to be beneficial owners of more than 5% of its
outstanding common stock.
2
<PAGE> 4
<TABLE>
<CAPTION>
===============================================================================================================
NAME AND ADDRESS NUMBER OF SHARES PERCENT
OF AND NATURE OF OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) CLASS (2)
===============================================================================================================
<S> <C> <C>
Henry P. Semmelhack 1,920,624 (3) 15.82
761 Willardshire Blvd.
Orchard Park, NY 14127
---------------------------------------------------------------------------------------------------------------
James D. Morgan 993,752 (4) 8.29
34 Ironwood Court
East Amherst, NY 14051
---------------------------------------------------------------------------------------------------------------
Richard E. McPherson 953,888 (5) 7.97
13058 Kirby Road
Akron, NY 14001
---------------------------------------------------------------------------------------------------------------
Jay S. Moeller 927,521 (6) 7.80
55 Brompton Court
Orchard Park, NY 14127
---------------------------------------------------------------------------------------------------------------
Thomas W. Jones 823,231 6.93
520 Fairhills Drive
San Rafael, CA 94901
===============================================================================================================
</TABLE>
(1) The beneficial ownership information presented is based upon information
furnished by each person or contained in filings with the Securities and
Exchange Commission. Pursuant to Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended, beneficial ownership of a
security consists of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including
the power to dispose or to direct the disposition) with respect to a
security whether through any contract, arrangement, understanding,
relationship or otherwise. Except as otherwise indicated, the named person
has sole voting and investment power with respect to the Common Stock set
forth opposite his name.
(2) Percentages have been calculated on the basis of 11,885,256 shares of
Common Stock outstanding, plus, as appropriate, shares deemed outstanding
pursuant to Rule 13d-3(d)(1).
(3) Includes options to purchase 53,700 shares of Common Stock and warrants to
purchase 180,000 shares of Common Stock. Also includes 196,900 shares of
Common Stock and warrants to purchase 22,500 shares of Common Stock owned
by Mr. Semmelhack's wife. Mr. Semmelhack disclaims any beneficial ownership
of such shares.
(4) Includes options to purchase 10,000 shares of Common Stock and warrants to
purchase 90,000 shares of Common Stock.
(5) Includes warrants to purchase 90,000 shares of Common Stock.
(6) Includes options to purchase 5,200 shares of Common Stock.
3
<PAGE> 5
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the beneficial ownership of Common Stock of the
Company as of June 23, 2000 by each director, each executive officer who is
named in the Summary Compensation Table, and by all directors and officers as a
group.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
NUMBER OF SHARES AND
NAME OF BENEFICIAL OWNER NATURE OF BENEFICIAL OWNERSHIP (1) PERCENT OF CLASS (2)
------------------------ ---------------------------------- --------------------
<S> <C> <C>
Franklyn S. Barry, Jr. 4,000 *
Richard P. Beyer 291,903 (4) 2.43
Warren E. Emblidge, Jr. 15,000 *
Thomas W. Jones (3) 823,231 6.93
Richard E. McPherson 953,888 (5) 7.97
Jay S. Moeller (3) 927,521 (6) 7.80
James D. Morgan 993,752 (7) 8.29
Mark J. Phillips (3) 87,650 (8) *
Henry P. Semmelhack 1,920,624 (9) 15.82
All directors and officers
as a group (12 persons) 6,170,387 (10) 48.85 (10)
------------------------------------------------------------------------------------------------------
* Less than 1%
</TABLE>
(1) The beneficial ownership information presented is based upon information
furnished by each person or contained in filings with the Securities and
Exchange Commission. Pursuant to Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended, beneficial ownership of a
security consists of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including
the power to dispose or to direct the disposition) with respect to a
security whether through any contract, arrangement, understanding,
relationship or otherwise. Except as otherwise indicated, the named person
has sole voting and investment power with respect to the Common Stock set
forth opposite his name.
(2) Percentages have been calculated on the basis of 11,885,256 shares of
Common Stock outstanding, plus, as appropriate, shares deemed outstanding
pursuant to Rule 13d-3(d)(1).
(3) Thomas W. Jones, Jay S. Moeller, Mark J. Phillips and two other officers of
the Company, having ownership of 1,929,002 shares of Common Stock, were
hired by Keystone Solutions US, Inc. ("Keystone") on May 6, 2000 after the
sale of the software business of the Company to Keystone. As of that date,
these five individuals ceased to be officers of the Company.
(4) Amount includes options to purchase 96,333 shares of Common Stock and
warrants to purchase 11,250 shares of Common Stock.
(5) Includes warrants to purchase 90,000 shares of Common Stock.
(6) Includes options to purchase 5,200 shares of Common Stock.
(7) Includes options to purchase 10,000 shares of Common Stock and warrants to
purchase 90,000 shares of Common Stock.
(8) Includes options to purchase 79,000 shares of Common Stock.
(9) Includes options to purchase 53,700 shares of Common Stock and warrants to
purchase 180,000 shares of Common Stock. Also includes 196,900 shares of
Common Stock and warrants to purchase 22,500 shares of Common Stock owned
by Mr. Semmelhack's wife. Mr. Semmelhack disclaims any beneficial ownership
of such shares.
4
<PAGE> 6
(10) Includes options to purchase 352,965 shares of Common Stock and warrants to
purchase 393,750 shares of Common Stock. After the sale of the software
business to Keystone, this group comprises seven persons, owning 4,241,385
shares of Common Stock, or 33.97% of the class.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Company's 1997, 1998 and 1999 Annual Meetings of Stockholders, directors
were elected to serve in classes. The Company has since been advised that its
Certificate of Incorporation and By-Laws do not permit the election of the Board
of Directors in classes. Therefore, at the meeting, six directors are to be
elected to serve until the next Annual Meeting or until their successors are
elected and qualified. The persons named in the enclosed proxy intend to vote
the shares represented by proxies for the Board of Directors nominees unless
authority to vote for such persons is withheld. If any of those nominated should
not continue to be available for election, it is intended that the shares
represented by the proxies will be voted for such other person or persons as the
Board shall designate. No circumstances are presently known which would render
any nominee named herein unavailable for election.
The principal occupation for the last five years of each nominee for election as
director is listed below. The information is as of June 23, 2000. None of the
nominees is related to an officer of the Company or to any other director.
NOMINEES FOR DIRECTOR
Franklyn S. Barry, Jr. - Age 60 Director since 1991
Mr. Barry is President and Chief Executive Officer of Hemex, Inc., a privately
owned developer and manufacturer of medical devices. He was President of Ingram
Software, Inc. (a distributor of microcomputer software and supplies) from 1985
to 1987, and a founder and Chief Executive Officer of its predecessor, Software
Distribution Services, Inc. from 1983 to 1985. He has been a Director of
Merchants Mutual Insurance Company (a property and casualty underwriter) since
1981, and was a Director of Merchants Insurance Group, Inc. from 1986 to 1994.
Richard P. Beyer - Age 53 Director since 1982
Mr. Beyer became Vice President Finance and Treasurer of the Company in 1982
following its incorporation and has served in that position continuously since
that time. He previously was Vice President Finance and Treasurer of Comptek
Research, Inc. ("Comptek") (a manufacturer and marketer of computer systems for
the defense industry).
Warren E. Emblidge, Jr. - Age 56 Director since 1993
Mr. Emblidge has been President of S.J. McCullagh, Inc., an importer, roaster
and distributor of coffee and related products, from 1986 to present. From 1987
to 1988 he was Chairman of Joseph Malecki Corporation, a meat processor for the
retail trade. Between 1989 - 1992, he was President and founder of Juiceables,
Inc., a bag-in-box distributor and President and co-founder of GR8 Nutrition,
Inc., a producer of specialty powdered foods for the geriatric and dental
markets. Previously Mr. Emblidge served in various executive positions at
Goldome FSB/Buffalo Savings Bank, including Executive Vice President of Goldome
Realty Credit Corporation, President of Goldome Corporation and Group Vice
President of Buffalo Savings Bank.
Richard E. McPherson - Age 67 Director since 1982
Mr. McPherson served as a Vice President of the Company since its incorporation
in 1982 until 1995 when he retired. He was one of the founders of Comptek and
served as Vice President of that company prior to April 1982.
5
<PAGE> 7
James D. Morgan - Age 63 Director since 1982
Mr. Morgan is currently Vice President and Chief Scientist of Comptek. He served
as Vice President of Product Engineering of the Company from 1982 to 1990. He
was one of the founders of Comptek and currently serves as a Director of that
company.
Henry P. Semmelhack - Age 63 Director since 1982
Mr. Semmelhack has served as the Company's Chairman of the Board of Directors,
Chief Executive Officer and President since its incorporation in 1982. He was
one of the founders of Comptek and currently serves as a Director of Comptek.
Previously he served as Comptek's Chairman of the Board, Chief Executive Officer
and President. Mr. Semmelhack is also a Director of Merchants Group, Inc.
THE NOMINEES RECEIVING THE GREATEST NUMBER OF VOTES REPRESENTED AT THE MEETING
(IN PERSON OR BY PROXY) WILL BE ELECTED DIRECTORS, ASSUMING A QUORUM IS PRESENT
AT THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS THE STOCKHOLDERS VOTE "FOR"
THE ELECTION OF ALL THE ABOVE-NAMED NOMINEES.
INFORMATION CONCERNING
THE BOARD OF DIRECTORS AND BOARD COMMITTEES
BOARD MEETINGS AND COMMITTEES
The Board of Directors of the Company held a total of 9 meetings during the
fiscal year ended March 31, 2000. The Company has two committees: the Audit
Committee and the Compensation Committee.
The Audit Committee consisted of directors Morgan, Barry and Emblidge and met
two times during the fiscal year ended March 31, 2000. The Audit Committee's
functions include recommending to the Board of Directors the engagement of the
Company's independent certified public accountants, reviewing with such
accountants the plan for and results of their auditing engagement and the
independence of such accountants.
The Compensation Committee consisted of directors Barry, Morgan and Emblidge and
met three times during the fiscal year ended March 31, 2000. The Compensation
Committee reviews and makes recommendations with respect to compensation of
officers and key employees and administers the Company's Stock Incentive Plans.
During the fiscal year ended March 31, 2000, no director attended fewer than all
meetings of the Board of Directors and the committees, if any, on which the
director served for the fiscal year, except for Mr. Emblidge, Mr. McPherson and
Mr. Beyer who attended all meetings except one.
COMPENSATION AND RELATED MATTERS
COMPENSATION OF DIRECTORS
Employee directors receive no additional compensation for service on the Board
of Directors or its committees. Directors who are not employees receive a $4,000
annual retainer, payable semiannually plus a fee of $500 for each Board and
committee meeting attended with a $500 maximum per day.
EXECUTIVE COMPENSATION
The following table shows the compensation during each of the Company's last
three fiscal years paid to the Company's Chief Executive Officer and the other
most highly compensated officers of the Company whose compensation exceeded
$100,000, based on compensation earned during the fiscal year ended March 31,
2000.
6
<PAGE> 8
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------------
Annual Compensation Long Term Compensation
------------------- ----------------------
Other Securities
Name and Annual Restricted Underlying LTIP All Other
Principal Fiscal Compen- Stock Options/ Payouts Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs (#) ($) sation($)
------------ ------ --------- -------- ----------- ------------ ------------ ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Henry P. Semmelhack 2000 181,354 - - - 8,700 - -
Chief Executive Officer 1999 155,871 - - - - - -
1998 138,659 - - - - - -
Jay S. Moeller 2000 169,312 - - - 5,200 - -
President - Software
Division
Mark J. Phillips 2000 107,376 - - - 2,000 - -
Vice President 1999 93,860 13,000 - - - - -
Thomas W. Jones 2000 100,255 - - - 1,700 - -
Vice President
David L. Blankenship 2000 98,660 - - - 51,800 - -
Senior Vice President 1999 97,700 15,000 - - 50,000 - -
Services Operations
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
As of May 6, 2000, Jay S. Moeller, Mark J. Phillips and Thomas W. Jones became
employees of Keystone upon completion of the sale of the software business of
the Company to Keystone.
The amount reported in the compensation table above does not include
expenditures made by the Company for an automobile and insurance benefits. These
benefits did not exceed the lesser of $25,000 or 10% of the compensation
reported in the table above.
STOCK OPTION GRANTS IN FISCAL 2000
The following table contains information relating to stock options granted to
the named executive officers in fiscal 2000.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Potential Realizable Value
of Assumed Annual Rates
of Stock Price Appreciation
For Option Term
-----------------------------
Number % of Total
of Shares Options Granted
Underlying to All Employees Exercise Price Expiration
Name OptionsGranted in Fiscal Year Per Share Date 5% (1) 10% (1)
---- -------------- -------------- -------------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Henry P. Semmelhack 8,700 2.03% $1.00 1/20/10 5,471 13,866
Jay S. Moeller 5,200 1.21% $1.00 1/20/10 3,270 8,287
Mark J. Phillips 2,000 0.47% $1.00 1/20/10 1,258 3,187
Thomas W. Jones 1,700 0.40% $1.00 1/20/10 1,069 2,709
David L. Blankenship 50,000 11.68% $1.62 9/22/09 51,098 129,492
1,800 0.42% $1.00 1/20/10 1,132 2,869
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The dollar amounts in these columns were calculated using an assumed annual
compounded growth over the term of the option of 5% and 10%, respectively.
Use of this model should not be viewed in any way as a forecast of the
future performance of the Company's stock, which will be determined by
future events and unknown factors. The closing price of the Common Stock on
the American Stock Exchange on March 31, 2000 was $1.8125.
7
<PAGE> 9
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
The following table reflects the number of stock options exercised by the named
executive officers in fiscal 2000, the total gain realized upon exercise, the
number of stock options held at the end of the year, and the realizable gain of
the stock options that are "in-the-money." In-the-money stock options are stock
options with exercise prices that are below the year-end stock price because the
stock value increased since the date of the grant.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options/SARs at FY-End (#) at FY-End ($)(2)
-------------------------- -------------------
Shares
Acquired Value
Name On Exercise Realized ($)(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- --------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Henry P. Semmelhack 30,000 36,000 95,700 - 109,275 -
Jay S. Moeller - - 5,200 - 4,225 -
Mark J. Phillips - - 71,666 7,334 76,770 3,042
Thomas W. Jones 1,700 1,700 - - - -
David L. Blankenship 10,000 17,500 45,132 96,668 24,170 34,792
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based upon the difference between the closing price of the common stock on
the American Stock Exchange on the date of exercise and the exercise price
for the stock option.
(2) Based on the closing price of the common stock on the American Stock
Exchange on March 31, 2000, or $1.8125 per share.
RETIREMENT SAVINGS PLAN
The Company established a defined contribution plan effective April 1, 1986,
known as the Barrister Global Services Network, Inc. Retirement Savings Plan
(the "Savings Plan"). The Savings Plan is intended to meet the requirements of
Section 401(k) of the Code. All employees who are at least twenty-one years of
age and who complete one year of service in which they are credited with at
least 1,000 hours of service are eligible to join the Savings Plan. Under the
Savings Plan employees are permitted to contribute up to the lesser of 15% of
their compensation or $10,500.
Contributions under the Savings Plan are made by the Company only with respect
to those participants who agree to contribute a portion of their compensation
from the Company. Initial contributions under the Savings Plan commenced on
April 1, 1986.
A participant at all times is 100% vested in the total contributions made by the
participant and the Company. Distributions are made under the Savings Plan only
upon retirement, death, disability, termination of employment or in the case of
certain hardships.
All contributions under the Savings Plan are placed into individual accounts for
each participant. Each year the Company contributes, on behalf of each
participant, an amount equal to 20% of the first 4% of compensation contributed
by each participant.
STOCK INCENTIVE PLANS
The Company's 1999 Stock Incentive Plan (the "Plan") was approved by the Board
of Directors on June 29, 1999 and approved by the stockholders on September 16,
1999. This plan succeeded the Company's 1989 Stock Incentive Plan (the "Prior
Plan"), which authorized 900,000 shares of Common Stock to be available for the
grant of options and/or restricted stock and/or stock bonuses. Per the terms of
the Prior Plan, no options could be granted after December 31, 1999.
The Plan is designed to help the Company in retaining and attracting personnel
of outstanding competence by rewarding them for their achievements. The Plan
also is intended to encourage a sense of proprietary interest by such personnel
by providing them with a means to acquire, or increase an interest in the
Company as a stockholder.
8
<PAGE> 10
The Plan also is intended to provide a means of compensating non-employee
directors of the Company by compensation in a form other than cash.
Under the Plan, the Company may grant stock options, including incentive stock
options qualifying under Section 422 of the Internal Revenue Code ("Incentive
Stock Options") and non-qualified stock options ("Non-Qualified Stock Options")
collectively, ("Options"), restricted stock ("Restricted Stock"), a stock bonus,
a cash bonus for not more than the anticipated tax liability associated with the
grant, exercise or vesting of an option or share of restricted stock, or a loan
for the purpose of exercising an option granted under the Plan or the payment of
any taxes as aforesaid (any of the foregoing being an "Incentive Award"). Under
the Plan, 600,000 shares of Common Stock are available for Incentive Awards,
subject to adjustment on certain events. To the extent that shares of Common
Stock subject to an outstanding Incentive Award are not delivered by reason of
the expiration, termination, cancellation or forfeiture of such award, then such
shares of Common Stock shall again be available under the Plan.
Each Option granted under the Plan is, and will be, evidenced by an agreement in
a form approved by the Committee. Each Option shall be identified in the
agreement as either an Incentive Stock Option or as a Non-Qualified Stock
Option. No grants will be made under the Plan after December 31, 2008.
The exercise price of each Incentive Stock Option must be at least 100% of the
fair market value per share of the Company's Common Stock, as determined by the
Board of Directors on the date of grant. The exercise price may be paid in cash
or with previously owned shares of Common Stock or both. The options are
exercisable commencing after a minimum period determined by the Board of
Directors and not more than ten years after the date of grant. The exercise
price of options granted to employees possessing more than 10% of the combined
voting power of all classes of capital stock on the effective date of the grant
must be not less than 110% of fair market value on the date of grant, and the
options may not be exercised more than five years after the date of grant.
The Plan provides for the issuance of Restricted Stock which enables
non-employee as well as otherwise eligible employees and directors to receive
Restricted Stock partially or entirely in lieu of or in addition to cash
compensation.
In the case where payment of the exercise price of an Option with shares of
Common Stock is approved, an additional number of Options of the same nature
(i.e. Incnetive Stock Opitions or Non-Qualified Stock Options) may be granted in
an amount not exceeding the number of shares surrendered in payment, which
additional Options are exercisable at such price and such time and upon such
terms as are established by the Committee and as otherwise in compliance with
the Plan.
At March 31, 2000, options under the Prior Plan covering an aggregate of 595,635
shares were outstanding and 437,298 options were exercisable. During the last
fiscal year, 59,000 options were granted, 109,000 options were cancelled and
115,293 options were exercised under the Prior Plan.
At March 31, 2000, options under the Plan covering an aggregare of 314,300
shares were outstanding and 102,330 shares were available for issuance in
connection with further options and awards. 20,800 shares were exercisable.
During the last fiscal year, 369,500 options were granted, 53,500 options were
cancelled and 1,700 options were exercised under the Plan. In addition, 181,670
shares were issued as stock bonuses.
CERTAIN TRANSACTIONS
The Company has a demand loan and a term note with BIS Partners, L.P. ("BIS
Partners"), a limited partnership composed of private investors. The demand loan
was created in fiscal 2000 from the conversion of certain past due amounts
associated with the term note. The term note is secured by Company assets and
receivables. Partners in BIS Partners include Company officers Semmelhack and
Beyer and Company directors McPherson and Morgan. On March 31, 2000, the balance
of the demand loan was $264,000 and the balance of the term note was $896,485.
On May 5, 2000, the demand loan was repaid in full from the proceeds generated
from the sale of the Company's software business. The term note will continue to
be paid in accordance with its terms.
On August 31, 1995, BIS Partners forgave $450,000 of the term debt owed by the
Company. At the same time, 450,000 warrants were issued to BIS Partners to
purchase up to 450,000 shares of Common Stock. The price per
9
<PAGE> 11
share for purchase of the Common Stock upon exercise of the warrant is $1.9375,
the closing price of the Common Stock on August 31, 1995. The warrants expire on
August 31, 2005. No warrants have been exercised.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that for the year ended March 31, 2000, all filing requirements applicable to
its officers, directors, and greater-than-ten-percent beneficial owners were
met, except for one Form 4 filing by David L. Blankenship which was due in
September 1999 , but not filed until May 2000, due to an oversight.
OTHER INFORMATION
DIRECTORS AND OFFICERS LIABILITY INSURANCE
The Company, pursuant to its By-Laws, indemnifies its directors and officers as
permitted by law in connection with proceedings which might be instituted
against them by reason of their service for or on behalf of the Company. The
Company has purchased directors' and officers' liability insurance which
provides insurance and indemnification for the Company and its directors and
officers. Coverage is provided by the Reliance Insurance Company of
Philadelphia, Pennsylvania, and expires August 1, 2000. It is anticipated that
the Company will seek to renew its directors' and officers' liability insurance
coverage.
STOCKHOLDERS' PROPOSALS FOR FISCAL 2001 ANNUAL MEETING
Stockholders may submit proposals appropriate for stockholder action at the
Company's 2001 Annual Meeting. For such proposals to be considered for inclusion
in the proxy statement and formal proxy for the 2001 Annual Meeting, they must
be received by the Company no later than February 22, 2001. Proposals should be
directed to the Secretary of Barrister Global Services Network, Inc., 290
Ellicott Street, Buffalo, New York 14203.
OTHER BUSINESS
As of the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the Annual
Meeting is set forth above. If any other matter is properly brought before the
Annual Meeting, or any adjournment or postponement thereof, it is the intention
of the persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgment.
By the Order of the Board of Directors,
Henry P. Semmelhack
President
Dated: July 25, 2000
10
<PAGE> 12
BARRISTER GLOBAL SERVICES NETWORK, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF STOCKHOLDERS, SEPTEMBER 12, 2000
The undersigned hereby appoints HENRY P. SEMMELHACK and RICHARD P.
BEYER as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse side, all
the shares of Common Stock of Barrister Global Services Network, Inc. held of
record by the undersigned on July 17, 2000 at the Annual Meeting of Stockholders
to be held on September 12, 2000, or any adjournments thereof, upon the matters
set forth in the Proxy Statement and, in their judgment and discretion, upon
such other business as may properly come before the meeting. THIS PROXY WILL BE
VOTED FOR ELECTION OF THE DIRECTORS AND FOR ALL OTHER ITEMS, UNLESS A CONTRARY
INSTRUCTION IS GIVEN, IN WHICH CASE IT WILL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTION.
PLEASE FILL IN, DATE AND SIGN ON THE REVERSE SIDE AND RETURN
THIS PROXY IN THE ACCOMPANYING ENVELOPE.
<PAGE> 13
PROXY BALLOT CARD
BARRISTER GLOBAL SERVICES NETWORK, INC.
COMMON STOCK
-------------- ------------
Account Number Common Stock
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF ALL THE
NOMINEES IN PROPOSAL 1.
****************************************************************************
<TABLE>
<S> <C> <C>
1. ELECTION OF FOR all nominees WITHHOLD
DIRECTORS: listed below (except AUTHORITY to vote
as marked to the for all nominees listed
contrary below)
[ ] [ ]
</TABLE>
Franklyn S. Barry, Jr., Richard P. Beyer, Warren E. Emblidge, Jr.,
James D. Morgan,
Richard E. McPherson, Henry P. Semmelhack
WITHHOLD AUTHORITY to vote for the following nominees only (write name(s)):
****************************************************************************
[ ] Please sign here exactly as name appears to left.
Dated: ______________________, 2000
[ ] --------------------------------------------------
Signature of Stockholder
--------------------------------------------------
Signature of Stockholder
Persons signing in a representative capacity
should indicate their capacity.
