INTRENET, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 1995
The annual meeting of shareholders of Intrenet, Inc. will be
held at 270 Park Avenue, Third Floor Auditorium, New York, New
York, on Friday, June 2, 1995, at 11:00 a.m., New York City
time, for the following purposes:
(1) To elect nine directors to serve until the next
annual meeting of shareholders and until their successors
are elected and have qualified;
(2) To approve or disapprove the proposed amendment and
restatement of the Company s Articles of Incorporation,
which, among other things, change the Company s name to
Roadrunner Enterprises, Inc., increase the number of
authorized shares of common stock, and provide for a new
class of capital stock;
(3) To approve or disapprove the appointment of Arthur
Andersen LLP as auditors for the Company for 1995; and
(4) To transact such other business as may come before
the meeting.
All shareholders of record at the close of business on March
31, 1995, will be eligible to vote.
It is important that your shares be represented at this
meeting. Whether or not you expect to be present, please fill
in, date, sign and return the enclosed proxy form in the
accompanying addressed, postage-prepaid envelope. If you
attend the meeting, your proxy will be canceled.
Jonathan G. Usher, Secretary
(ANNUAL REPORT FILED CONCURRENTLY)
<PAGE>
INTRENET, INC.
400 Technecenter Drive
Milford, Ohio 45150
PROXY STATEMENT
Annual Meeting of Shareholders
June 2, 1995
This statement is being furnished on or about April 28,
1995, in connection with the solicitation by the Board of
Directors of Intrenet, Inc. (the "Company") of proxies to be
voted at the annual meeting of shareholders to be held at
11:00 a.m., New York City time, on Friday, June 2, 1995, at
270 Park Avenue, Third Floor Auditorium, New York, New York,
for the purposes set forth in the accompanying Notice.
At the close of business on March 31, 1995, the record date
for the meeting, there were 13,162,178 shares of common stock,
without par value, of the Company ("Common Stock") outstanding
and entitled to vote at the meeting. On all matters,
including the election of directors, each shareholder will
have one vote for each share held.
If the enclosed form of proxy is executed and returned, it
may nevertheless be revoked at any time before it is voted.
If a shareholder executes more than one proxy, the proxy
having the latest date will revoke any earlier proxies.
Attendance in person at the meeting by a shareholder will
constitute revocation of a proxy, and the shareholder may vote
in person.
Unless revoked, a proxy will be voted at the meeting in
accordance with the instructions of the shareholder in the
proxy, or, if no instructions are given, for the election as
directors of all nominees listed under Proposal 1 and for the
proposals shown as Proposal 2 and Proposal 3. Assuming a
quorum is present at the meeting, directors will be elected by
a plurality of the votes cast by the shares entitled to vote
in the election at the meeting. Approval of Proposal 2 and
Proposal 3 is subject to the vote of a greater number of
shares favoring the proposal than opposing it, assuming a
quorum is present. A proxy may indicate that all or a portion
of the shares represented by such proxy are not being voted
with respect to a specific proposal. This could occur, for
example, when a broker is not permitted to vote shares held in
street name on certain proposals in the absence of
instructions from the beneficial owner. Shares that are not
voted with respect to a specific proposal will be considered
as not present and entitled to vote on such proposal, even
though such shares will be considered present for purposes of
determining a quorum and voting on other proposals.
Abstentions on a specific proposal will be considered as
present, but not as voting in favor of such proposal. Because
<PAGE>
none of the proposals to be considered at the meeting requires
the affirmative vote of a specified number of outstanding
shares (they require only a plurality or a majority of the
shares voted), neither the non-voting of shares nor
abstentions on a specific proposal will affect the
determination of whether such proposal will be approved.
The Board of Directors knows of no matters, other than those
reported below, which are to be brought before the meeting.
However, if other matters properly come before the meeting, it
is the intention of the persons named in the enclosed form of
proxy to vote such proxy in accordance with their judgment on
such matters.
The cost of this solicitation of proxies will be borne by
the Company.
<PAGE>
ELECTION OF DIRECTORS
Nominees
Nine directors are to be elected at the meeting, each to
hold office for a term of one year and until his or her
successor is elected and has qualified. It is the intention
of the persons named in the accompanying form of proxy to vote
such proxy for the election to the Board of Directors of the
persons identified below, each of whom is now a director. The
Board of Directors has no reason to believe that any of the
nominees will be unable to serve if elected. If, for any
reason, one or more of such persons is unable to serve, it is
the intention of the persons named in the accompanying form of
proxy to nominate such other person(s) as director as they may
in their discretion determine, in which event the shares will
be voted for such other person(s).
The names, ages and principal occupations of the nominees
and other directorships held by them are set forth below.
Unless otherwise indicated in the following table, the
principal occupation of each nominee has been the same for the
last five years.
Director
Name Age Since Principal Occupation
Joseph A. Ades* 33 1993 Partner, ABI Management
Partners (real estate and
equity portfolio
management and
investment).
Jackson A. Baker 56 1993 President and CEO of the
Company. Mr. Baker has
been President and CEO
since January 1993. From
January 1990 to December
1992, he was self-
e m p l o y e d a s a
transportation
consultant. From
February 1987 to
December 1989, he was
President and COO of Sea-
Land Service, Inc.
(containerized shipping
firm).
Eric C. Jackson 50 1993 Chief Executive Officer,
Great Basin Southwest
Trucks, Inc. (group of
truck dealerships).
<PAGE>
Fernando Montero 48 1993 President, Hanseatic
Corporation (financial
and investment advisory
services).
Edwin H. Morgens 53 1991 Chairman, Morgens,
Waterfall, Vintiadis &
Company, Inc. (financial
services firm).
Mr. Morgens is a director
of Sheffield Exploration
Company. Mr. Morgens
also serves as Chairman
of the Board of the
Company.
Thomas J.
Noonan, Jr. 55 1990 Executive Vice President
and Chief Financial
Officer, Herman s
Sporting Goods, from July
1994 to present. From
February 1993 to June
1994, he was a Managing
Director and Chief
Executive Officer of
TFGII, a management
consulting firm. From
March 1990 to January
1993, Mr. Noonan was
Executive Vice President
of the Company. From
April 1989 to March 1990,
he was a consultant to
the Company. From June
1987 to March 1989, he
was a consultant for
Pilot Freight Carriers,
Inc., a less-than-
truckload carrier which
filed for bankruptcy in
April 1987 ("Pilot").
A. Torrey Reade 43 1991 President, Neptune
Management Company, Inc.
(investment management.
firm)
James L. Shelnutt 64 1993 Managing Director, The
Taggart/Fasola Group
(turnaround consultants)
since January 1993. From
November 1990 to January
1993, Mr. Shelnutt was
<PAGE>
Chief Operating Officer
of the Company. He was
also President of the
Company from April 1990
through January 1993.
From April 1989 to
November 1989, he was a
consultant to the
Company. From December
1988 to September 1989,
he was Vice President-
Operations for Pilot.
Jeffrey B. Stone* 39 1991 President, Ironhorse
Ventures, Inc.
(investment banking and
consulting firm) since
November 1992. From
January 1990 to
October 1992, Mr. Stone
was a Managing Director
of Anacostia and Pacific
Company, Inc. (investment
banking and consulting
f i r m ) . F r o m
December 1985 to January
1990, Mr. Stone held
various positions with
Wertheim Schroder & Co.,
Inc. (investment banking
and brokerage firm).
__________
* Mr. Ades and Mr. Stone are brothers-in-law.
<PAGE>
Meetings and Committees
During 1994, the Board of Directors of the Company held four
meetings. The Board of Directors had an Audit Committee, a
Compensation Committee and an Incentive Compensation Committee
during 1994. The Audit Committee, which currently consists of
Ms. Reade, Mr. Noonan and Mr. Montero recommends the
appointment of the Company's auditors and meets with the
auditors to discuss accounting matters and internal controls.
The Audit Committee met once during 1994. The Compensation
Committee, which currently consists of Messrs. Morgens, Baker,
Ades and Jackson, sets and reviews the compensation of
executive officers. The Compensation Committee met once
during 1994. The Incentive Compensation Committee was
appointed to administer the Company's 1994 Stock Option and
Incentive Plan. The members of the Incentive Compensation
Committee are Messrs. Morgens, Ades and Jackson. The
Incentive Compensation Committee met once in 1994.
In February 1994, the Board of Directors appointed a
Nominating Committee consisting of Messrs. Morgens, Baker and
Stone. The Nominating Committee, which recommends to the full
Board persons for nomination as directors, met once during
1994.
No director attended fewer than 75% of the aggregate of the
total number of meetings held in 1994 by the Board of
Directors and its committees.
Section 16(a) Reporting
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's officers and directors, and persons who
own more than ten percent of Common Stock, to file reports of
ownership with the Securities and Exchange Commission and
NASDAQ. Officers, directors and greater than ten-percent
shareholders are required to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on its review of copies of such forms received
by it, or written representations from certain reporting
persons that no Forms 5 were required for those persons, the
Company believes that, during 1994, all filing requirements
applicable to its officers, directors, and greater than ten-
percent shareholders were complied with, except that Mr. Davis
filed a late Form 4 that was due in June 1994 reporting a
purchase and Messrs. Usher and Davis each filed a late Form 5
that was due in February 1995 reporting option grants in
December 1994.
<PAGE>
PROPOSAL TO ADOPT RESTATED
ARTICLES OF INCORPORATION
The Board of Directors has adopted, subject to shareholder
approval, Restated Articles of Incorporation (the "Restated
Articles") and recommends that you vote for the proposal to
approve the Restated Articles. If the proposal to adopt the
Restated Articles is approved by the shareholders, the
Restated Articles will become effective at the time the
Company files Articles of Restatement with the Office of the
Indiana Secretary of State. It is anticipated that such
action will occur on June 5, 1995.
The substance and effect of certain provisions of the
Restated Articles are described below and the complete text of
the proposed Restated Articles is set forth in Exhibit "A" to
this Proxy Statement. The following discussions are qualified
in their entirety by reference to the text of the proposed
Restated Articles.
Changing the Company's Name
The Restated Articles would change the Company's name from
"Intrenet, Inc." to "Roadrunner Enterprises, Inc." The Board
of Directors believes that the new name will have several
positive effects. First, the new name will more closely
identify the Company with two of its motor carrier
subsidiaries, Roadrunner Trucking, Inc. and Roadrunner
Distribution Services, Inc. Second, the new name will provide
a distinctive and promotable identity for the activities of
the Company and its subsidiaries. Finally, the new name will
eliminate continuing confusion in the investing public between
the Company and the "Internet" computer network.
Amendments Affecting Capitalization
The Restated Articles reflect certain changes to the
Company's capitalization. The Restated Articles provide for
authorized capital stock for the Company consisting of
25,000,000 shares of Common Stock, without par value, and
10,000,000 shares of Preferred Stock, without par value. The
Company's current Articles of Incorporation (the "Current
Articles") authorize 20,000,000 shares of Common Stock,
without par value.
The Restated Articles would increase the amount of
authorized shares of Common Stock by 5,000,000. At March 31,
1995 the Company had 13,162,178 shares of Common Stock
outstanding. This number reflects the issuance of 3,636,352
shares of Common Stock as a result of the conversion of $6
million principal amount of the 7% Convertible Subordinated
Debentures of the Company. At March 31, 1995 there were
<PAGE>
warrants or options outstanding to purchase an additional
1,067,750 shares of Common Stock. At the same date, the
Company had reserved 752,250 shares of Common Stock for
issuance under the Company's 1993 Stock Option and Incentive
Plan.
The additional authorized shares of Common Stock would be
available for general corporate purposes, including additional
stock option grants, dividends or splits, mergers and
acquisitions and public or private offerings of securities.
Except as required in connection with the transaction that
would otherwise require shareholder approval, such as a
merger, no further approval would be required for future
issuances of Common Stock. Although the current number of
authorized shares of Common Stock is sufficient to permit the
Company to issue all of its existing or expected obligations
as described above, the Board of Directors believes that the
authorization of an additional 5,000,000 shares will provide
greater flexibility in structuring mergers, acquisitions,
capital raising transactions and employee benefit plans. The
Company has no present plans to issue any of the additional
authorized shares of Common Stock.
The Restated Articles authorize a class of Preferred Stock
not authorized under the Current Articles. Under the Restated
Articles, Preferred Stock could be issued in one or more
series upon adoption by the Board of Directors of an amendment
to the Restated Articles, without any further actions by the
shareholders. The Restated Articles give the Board of
Directors the authority to determine the designation, rights,
preferences, privileges and restrictions, including voting
rights, conversion rights, right to receive dividends, right
to assets upon any liquidation, and other relative benefits,
restrictions and limitations of any series of Preferred Stock.
The Board of Directors will also determine whether such
Preferred Stock will be convertible into other securities of
the Company, including Common Stock. Accordingly, the
issuance of Preferred Stock, while promoting flexibility in
connection with possible acquisitions and other corporate
purposes, could adversely affect the voting rights of the
holders of, or the market price of, Common Stock. The holders
of Preferred Stock also have the right to vote separately as a
class on any proposal involving fundamental changes in the
rights of holders of Preferred Stock pursuant to the Indiana
Business Corporation Law. The Company has no present plans to
issue Preferred Stock.
The Restated Articles also reduce the proportion of
directors required to approve the issuance of authorized
Common Stock or Preferred Stock. The Current Articles require
that two-thirds (2/3) of the Company's directors must approve
the issuance of any shares. The Restated Articles require
approval of a majority of directors prior to issuance of any
shares.
<PAGE>
Provisions Affecting the Size of the Board of Directors
The Restated Articles provide that the number of directors
of the Company shall be fixed by the Company's By-Laws. The
Current Articles set the number of directors of the Company at
nine (9).
Provisions Affecting the Call of Special Meetings by
Shareholders
The Restated Articles provide that special meetings of
shareholders must be called upon written demand by holders of
shares representing at least fifty percent (50%) of all votes
entitled to be cast on the issue proposed for consideration at
the special meeting. The Current Articles allow holders of
shares representing at least twenty five percent (25%) of all
votes entitled to be cast to call a special meeting of
shareholders.
Antitakeover Effect
The overall effect of certain provisions of the Restated
Articles, including the increase in authorized shares of
Common Stock, the creation of the new class of Preferred
Stock, and the increase in number of shares needed to call a
special meeting of shareholders, may be to render more
difficult or to discourage a merger, tender offer or proxy
contest, the assumption of control of the Company by a holder
of a large block of the Company's stock or other person, or
the removal of incumbent management, even if such actions may
be beneficial to the Company's shareholders generally.
APPOINTMENT OF AUDITORS
The appointment of Arthur Andersen LLP as auditors for the
Company during 1995 is recommended by the Audit Committee of
the Board of Directors and will be submitted to the meeting in
order to permit the shareholders to express their approval or
disapproval. In the event that the votes cast against the
proposal exceed those cast in favor, the selection of auditors
will be made by the Board of Directors. A representative of
Arthur Andersen LLP is expected to be present at the meeting
and will be given an opportunity to make a statement if he
desires and to respond to appropriate questions.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth the cash and non-cash
compensation for each of the last three years awarded to or
earned by the Chief Executive Officer of the Company and the
other executive officers of the Company. The Company had no
other executive officers serving at December 31, 1994.
<TABLE>
<CAPTION>
Long Term
Compensati
Annual Compensation on
Number All Other
Name and Principal of Compensa-
Position Year Salary Bonus (1) Options tion (1)
<C> <C> <C> <C> <C> <C>
Jackson A. Baker 1994 $300,000 $0 0 $ 950
President and 1993 276,923 0200,000 435
Chief Executive 1992 0 0 0 0
Officer
James V. Davis 1994 $200,000 $20,833 12,000 $ 750
Executive Vice 1993 76,923 0100,000 435
President 1992 0 0 0 0
Jonathan G. Usher 1994 $146,428 $40,000 12,000 $ 600
Vice President - 1993 140,000 35,000 0 435
Finance and Chief 1992 145,385 0 45,000 435
Financial
Officer
</TABLE>
(1) Represents premiums paid for life and disability
insurance coverage, and matching contributions by the
Company under the Intrenet Employee Retirement Savings
Plan (401(k) Plan).
Director Compensation
Each non-officer director is paid a fee of $2,000 per
quarter and an attendance fee of $750 for each meeting of the
Board, and $500 for each other committee meeting attended.
<PAGE>
Employment Contracts and Change in Control Arrangements
As of the date of this Proxy Statement, the Company has
employment agreements in effect with each of its executive
officers.
The employment agreement with the Company's President and
CEO, Jackson A. Baker, became effective on January 19, 1993,
and is for a term through December 31, 1995. The agreement
provides for an annual base salary of $300,000. The agreement
may be terminated by the Company's Board of Directors with or
without "cause". If the Company terminates the agreement
without cause, the agreement provides for a severance payment
of $75,000. If such termination occurs within 90 days after a
"change in control", the severance payment increases to
$300,000. If the Company terminates the agreement with cause
or if Mr. Baker terminates the agreement, dies or becomes
disabled, then there is no severance payment. On January 19,
1993, the Company also granted Mr. Baker non-qualified options
to purchase 200,000 shares of Common Stock at $1.50 per share
through December 31, 1997. The options have vested or will
vest as follows: 66,666 - July 1, 1993; 66,667 - July 1,
1994; and 66,667 - July 1, 1995. If Mr. Baker is not a full-
time employee of the Company on the vesting date, the options
lapse.
The employment agreement with the Company's Executive Vice
President, James V. Davis, became effective on August 2, 1993
and is for a term through June 30, 1996. The agreement
provides for an annual base salary of $200,000. The agreement
may be terminated by the Board of Directors with or without
"cause." If the Company terminates the agreement without
cause, the agreement provides for a severance payment of
$200,000. If the Company terminates the agreement with cause
or if Mr. Davis dies, becomes disabled or terminates the
agreement at any time other than within 90 days after a
"change in control," there is no severance payment. If
Mr. Davis terminates the agreement within 90 days after a
change in control, Mr. Davis is entitled to a severance
payment equal to the greater of $200,000 or the total
compensation, including bonus, paid to him for the preceding
year. On August 2, 1993, the Company issued Mr. Davis
incentive stock options under the Company's 1993 Stock Option
and Incentive Plan to purchase 100,000 shares of Common Stock
at $2.75 per share through June 30, 1998. All of such options
vested on or prior to January 1, 1995.
The employment agreement with the Company's Vice President -
Finance and Chief Financial Officer, Jonathan G. Usher, dated
March 1, 1994, has a term through February 28, 1996. The
agreement provides for an annual base salary of $145,000. The
agreement may be terminated by the Company or Mr. Usher either
with or without "cause," as defined in the agreement. If the
Company terminates the agreement without cause or if Mr. Usher
<PAGE>
terminates the agreement with cause, the agreement provides
for a severance payment of $145,000. The definition of cause
that would entitle Mr. Usher to such severance payment
includes, but is not limited to, a change in control of the
Company. If the Company terminates the agreement with cause
or if Mr. Usher terminates the agreement without cause, dies
or becomes disabled, there is no severance payment.
Option Plans
On August 15, 1992, the Board of Directors adopted the
Company's 1992 Non-qualified Stock Option Plan (the "1992
Plan"). The 1992 Plan authorized the Board of Directors to
grant options to purchase up to 590,000 shares of Common
Stock. Recipients of the options may be employees of the
Company or its affiliates and certain independent contractors
providing services under agreements. During 1992, the Board
granted options to purchase 590,000 shares at prices of either
$1.50 (market value on the date of grant) or, in the case of
three executive officers, $1.00 per share. No further options
may be granted under the 1992 Plan. At December 31, 1994,
there were a total of 460,000 options outstanding under the
1992 Plan.
On April 6, 1993, the Board of Directors adopted the
Company's 1993 Stock Option and Incentive Plan (the "1993
Plan"). The 1993 Plan was approved by shareholders on May 19,
1993. The 1993 Plan authorizes the Incentive Compensation
Committee of the Board of Directors to make awards of non-
qualified and incentive stock options and restricted stock to
officers or key employees of the Company and its subsidiaries.
The total number of shares of Common Stock available for
awards is 1,000,000, subject to antidilution adjustments. The
1993 Plan will terminate no later than April 6, 2003. Through
December 31, 1994, the Incentive Compensation Committee had
granted options to purchase a total of 254,750 shares, of
which 245,750 were outstanding at such date.
Option Grants
Shown below is further information on grants of stock
options during the year ended December 31, 1994, to the
persons named in the Summary Compensation Table.
<TABLE>
<CAPTION>
<PAGE>
% of
Total
Options
Potential RealizableGranted
Value at AssumedtoExerciMarket
Annual Rates ofEmployesePrice
Stock Pricees inPriceon
AppreciationOptionsFiscal(perDate ofExpiration
for Option Term (1)NameGrantedYearshare)GrantDate
<PAGE>
5% ($) 10% ($)
<C> <C> <C> <C> <C> <C> <C> <C>
James V. 5,000 4.71% $3.625 $3.625 03/14/04 $11,398.72 $28,886.58
Davis 7,000 3.875 3.875 12/14/04 $17,058.77 $43,230.26
Jonathan 5,000 4.71% $3.625 $3.625 03/14/04 $11,398.72 $28,886.58
G. Usher 7,000 3.875 3.875 12/14/04 $17,058.77 $43,230.26
</TABLE>
(1) Gains are reported net of the option exercise price, but
before taxes associated with exercise. These amounts
represent certain assumed rates of appreciation only.
Actual gains, if any, on stock option exercises are
dependent on the future performance of the Common Stock
and overall stock conditions. The values reflected in
the table may not necessarily be achieved.
Option Exercises and Company's Year-End Values
Shown below is information with respect to the unexercised
options to purchase the Company's Common Stock granted in 1994
<PAGE>
and prior years to the persons named in the Summary
Compensation Table and held by them at December 31, 1994.
None of such persons exercised any stock options during 1994.
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised
Options Held At In-The-Money Options At
Name December 31, 1994 December 31, 1994 (1)
Exercisable Unexercisable
<C> <C> <C> <C>
Jackson A. Baker 200,000 (2) $399,999 $ 200,001
James V. Davis 112,000 (3) $116,667 $ 67,083
Jonathan G. Usher 57,000 $157,500 $ 8,750
__________
(1) Based on the closing price of the Company's Common Stock
as reported by NASDAQ for that date.
(2) 133,333 of such options were exercisable at December 31,
1994.
(3) 66,667 of such options were exercisable at December 31,
1994, and an additional 33,333 of such options became
exercisable on January 1, 1995.
Compensation Committee Interlocks and Insider Participation in
Compensation Decisions
During 1994, the Compensation Committee consisted of
directors Morgens, Baker, Ades and Jackson. None of the
committee members are involved in a relationship requiring
disclosure as an interlocking executive officer/director or
under Item 404 of Regulations S-K or as a former officer or
employee of the Company.
Compensation Committee Report on Executive Compensation
General. The Compensation Committee decides, or recommends
to the Board for its decision, all matters of policy relating
to compensation of executive management. The Compensation
Committee consists of Messrs. Morgens, Baker, Ades, and
Jackson. The Incentive Compensation Committee approves grants
of stock and options to purchase stock under the 1993 Stock
Option and Incentive Plan. The Incentive Compensation
Committee is composed of Messrs. Morgens, Ades and Jackson.
<PAGE>
Compensation programs for the Company's executive officers
are designed to attract, retain and motivate employees who
will contribute to achievement of corporate goals and
objectives. Elements of executive compensation include
salaries, bonuses, and awards of stock and options to purchase
stock, with the last two being variable in making its decision
or recommendations. The Incentive Compensation Committee
takes into account factors relevant to the specific
compensation component being considered, including
compensation paid by other business organizations of
comparable size and complexity, the generation of income and
cash flow by the business, the attainment of annual individual
and business objectives and an assessment of business
performance against peer groups of companies in the Company's
industries.
During 1994, the Incentive Compensation Committee granted
options to purchase 12,000 shares of the Company's Common
Stock to two of the Company's executive officers, Mr. Davis
and Mr. Usher. The options were granted at the market price
on the date of grant and have an exercise period of ten years.
The options granted to each executive officer represented less
than 5% of the total options granted to all employees during
1994. The Incentive Compensation Committee expects to
continue to consider grants of stock and options under the
1993 Stock Option and Incentive Plan on an annual basis to
executive officers in order to link executive compensation
more directly to increases in value in the Company's Common
Stock.
CEO Compensation. In late 1992, the Company began a search
for a new chief executive officer. In December 1992, the
Board of Directors approved the employment of Jackson A. Baker
as President and CEO to become effective at such time that the
Company completed its recapitalization. The recapitalization
became effective on January 19, 1993. Mr. Baker's
compensation is described elsewhere herein. The Compensation
Committee was not asked to determine Mr. Baker's compensation;
instead, the terms were negotiated by the Board's Finance
Committee at the time and submitted to the entire Board for
approval. The terms of Mr. Baker s compensation were not
altered during 1994. In general, the factors considered by
both the Finance Committee and the Board of Directors included
the Company's clear need to select a qualified successor, Mr.
Baker's experience as a chief operating officer of a
transportation firm and transportation consultant, and the
support for Mr. Baker indicated by prospective investors who
subsequently participated in the January 1993
recapitalization. Neither the Finance Committee nor the Board
of Directors based their actions concerning Mr. Baker's
employment on the Company's prior performance.
The Compensation Committee
<PAGE>
Edwin H. Morgens
Jackson A. Baker
Eric C. Jackson
<PAGE>
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total shareholder
return on the Common Stock for the last four years with a
cumulative total return on the NASDAQ Stock Market (US) Index
(the "NASDAQ Index") and the NASDAQ Trucking and
Transportation Stock Index (the "Trucking Index") over the
same period assuming the investment of $100 in the Company's
Common Stock, the NASDAQ Index and the Trucking Index on
May 9, 1991, the date on which the Common Stock began trading
on NASDAQ. The Company believes that comparisons with earlier
periods would not be meaningful. The shareholder return shown
on the graph is not necessarily indicative of future
performance.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG
INTRENET, INC., THE NASDAQ STOCK MARKET (US) INDEX
AND THE NASDAQ TRUCKING AND TRANSPORTATION STOCK INDEX
5/9/9 12/31/ 12/31/ 12/31/9 12/31/
1 91 92 3 94
Intrenet 100.00 130.00 90.00 345.00 360.00
NASDAQ 100.00 120.00 140.00 160.00 159.32
Index
Trucking 100.00 110.00 140.00 160.00 155.21
Index
[PERFORMANCE GRAPH APPEARS HERE]
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the number of shares of
Common Stock owned by any person (including any group) known
by management to beneficially own more than 5% of the Common
Stock as of March 31, 1995. Unless indicated otherwise in a
footnote, each individual or group possesses sole voting and
investment power with respect to the shares indicated as
beneficially owned.
</TABLE>
<TABLE>
<CAPTION>
Number of Shares Percent
Name and Address of Beneficially of
Beneficial Owner Owned Class
<S> <C> <C>
Morgens, Waterfall, Vintiadis &
Company, Inc. (1) 2,903,735 22.06%
610 Fifth Avenue
New York, NY 10020
Hanseatic Corporation and
Wolfgang Traber (2) 2,753,923 20.92%
450 Park Avenue
Suite 2302
New York, NY 10022
Allen Value Partners, L.P., et al. (3) 2,196,218 16.69%
711 Fifth Avenue
New York, NY 10022
Brookhaven Capital
Management Co., Ltd. (4) 707,223 5.37%
3000 Sandhill Road, Building 4,
Suite 130
Menlo Park, CA 94025
</TABLE>
__________
(1) The source of the information relating to this group of
shareholders is Amendment No. 2 to a statement filed with
the Securities and Exchange Commission by such group and
dated January 19, 1993. Other members of the group are:
Phoenix Partners, Betje Partners, Phaeton International
N.V., Morgens, Waterfall, Vintiadis Investments N.C.,
Restart Partners, L.P., Restart Partners II, L.P.,
Morgens, Waterfall Vintiadis & Co., Inc. Employees'
Profit Sharing Plan, Morgens Waterfall Income Partners,
Edwin H. Morgens and Bruce Waterfall. Mr. Morgens is a
director of the Company. Each member of the group has
disclaimed beneficial ownership of the securities owned
by other members of the group.
<PAGE>
(2) The source of the information relating to this group of
shareholders is a statement filed with the Securities and
Exchange Commission by such group and dated January 19,
1993. Fernando Montero, President of Hanseatic
Corporation, is a director of the Company. Mr. Traber and
management officials of Hanseatic Corporation share
beneficial ownership of the securities owned by the
group.
(3) The source of the information relating to this group of
shareholders is a statement filed with the Securities and
Exchange Commission by such group and dated January 19,
1993. Other members of the group are Allen Value Limited
and Allen Holding, Inc. Allen Holding, Inc. has
disclaimed beneficial ownership of the securities owned
by other members except as to Allen Holding, Inc.'s
equity interest and profit participation in such
entities.
(4) The source of the information relating to this group of
shareholders is a statement filed with the Securities and
Exchange Commission by such group and dated January 25,
1991. Other members of the group are: Neptune II
Investors Limited, Neptune Partners - 1989A, L.P.,
Neptune 1989 Investors Limited, Neptune 1989C Offshore
Investors Limited, Francisco A. Garcia and A. Torrey
Reade. Ms. Reade is a director of the Company. Certain
members of the group have disclaimed beneficial ownership
of Common Stock owned by other members of the group.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of shares of
Common Stock beneficially owned by all directors, each of the
persons named in the Summary Compensation Table and directors
and executive officers as a group as of March 31, 1995.
Unless indicated otherwise in a footnote, each person
possesses sole voting and investment power with respect to the
shares indicated as beneficially owned.
<TABLE>
<CAPTION>
Number of Shares Percent
Name of Beneficially of
Beneficial Owner Owned Class
<S> <C> <C>
Joseph A. Ades 458,181 (1) 3.48%
Jackson A. Baker 451,005 (2) 3.39%
James V. Davis 110,500 (3) *
Eric C. Jackson 322,673 (4) 2.45%
Fernando Montero 2,753,923 (5) 20.71%
Edwin H. Morgens 2,903,735 (6) 22.06%
Thomas J. Noonan, Jr. 76,000 (7) *
A. Torrey Reade 626,884 (8) 4.76%
James L. Shelnutt 90,000 *
Jeffrey B. Stone 214,255 (9) 1.83%
Jonathan G. Usher 76,500 (10) *
All directors and executive
officers 8,083,656 (11) 61.42%
as a group (11 persons)
</TABLE>
__________
* Less than one percent.
(1) Includes 305,454 shares owned by affiliates of Mr. Ades
as to which Mr. Ades shares voting and investment power
with other persons.
(2) Includes 133,333 shares that may be purchased pursuant to
stock options that are exercisable within 60 days.
(3) Includes 105,000 shares that may be purchased pursuant to
stock options that are exercisable within 60 days.
<PAGE>
(4) Represents shares owned of record by an affiliate of
Mr. Jackson with whom he shares voting and investment
power.
(5) Represents shares owned of record by Hanseatic
Corporation of which Mr. Montero is President.
Mr. Montero shares voting and investment power with other
management officials of Hanseatic Corporation and
Wolfgang Traber.
(6) Represents shares owned of record by various entities who
may be deemed affiliates of Mr. Morgens. Mr. Morgens has
disclaimed beneficial ownership of such securities.
(7) Includes 75,000 shares that may be purchased pursuant to
stock options that are exercisable within 60 days.
(8) Represents shares owned of record by various entities
affiliated with Ms. Reade. Ms. Reade has disclaimed
beneficial ownership of such securities.
(9) Includes 25,000 shares that may be purchased pursuant to
stock options that are exercisable within 60 days.
(10) Includes 45,000 shares that may be purchased pursuant to
stock options that are exercisable within 60 days.
(11) Includes 383,333 shares that may be purchased pursuant to
stock options that are exercisable within 60 days.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Great Basin Southwest Trucks, Inc. ("Great Basin"), a Salt
Lake City-based truck dealership, is an affiliate of director
Eric C. Jackson. In 1994, Great Basin sold approximately 150
tractors to unaffiliated leasing companies who in turn leased
the tractors to the Company's subsidiaries. The tractors had
an aggregate fair market value of approximately $10.7 million.
As selling dealer, Great Basin was paid a commission by the
lessors equal to approximately 2% of the fair market value of
the tractors. During 1995, the Company expects to lease an
additional 370 tractors that will be sold by Great Basin to
unaffiliated lessors. Such tractors will have an aggregate
fair market value of approximately $27.1 million. The lessors
will pay Great Basin a commission of approximately 2%. The
terms of the leases entered into with such leasing companies
are the result of arm's-length negotiations between the
Company and the lessors. The Company believes that the
involvement of Great Basin as selling dealer has not resulted
and will not result in lease terms that are less favorable to
the Company than would otherwise be available to it. The
Company also purchases maintenance parts and services from
<PAGE>
Great Basis from time to time. Total payments to Great Basin
in 1994 for these services were $304,000.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
The date by which shareholder proposals must be received by
the Company for inclusion in proxy materials relating to the
1995 Annual Meeting of Shareholders is December 31, 1995.
ANNUAL REPORT ON FORM 10-K
A copy of the Company's Annual Report on Form 10-K for 1994
as filed with the Securities and Exchange Commission,
including financial statements, but excluding exhibits, may be
obtained without charge upon request to Jonathan G. Usher,
Intrenet, Inc., 400 Technecenter Drive, Suite 200, Milford,
Ohio 45150, (513) 576-6666.
INCORPORATION BY REFERENCE
The following information has been incorporated by reference
into this proxy statement: The audited financial statements
of the Company and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the
Company's Annual Report to Shareholders, which was mailed
concurrently herewith. You are encouraged to review the
financial information contained in the Annual Report before
voting on the proposal to adopt the Restated Articles.
To the extent this Proxy Statement has been or will be
specifically incorporated by reference into any filing by the
Company under the Securitis Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, the sections of
this Proxy Statement entitled Compensation Committee Report
on Executive Compensation and Comparative Stock Performance
shall not be deemed to be so incorporated unless specifically
otherwise provided in any such filing.
<PAGE>
APPENDIX
PROXY CARD
INTRENET, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 2,
1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder(s) of shares of Common Stock of
Intrenet, Inc. (the "Company") hereby appoints Jackson A.
Baker, James V. Davis, and Jonathan G. Usher, and each of
them, the Proxies of the undersigned, with full power of
substitution, to attend and represent the undersigned at the
Annual Meeting of Shareholders of the Company to be held at
270 Park Avenue, Third Floor Auditorium, New York, New York,
on Friday, June 2, 1995, at 11:00 a.m., New York City time,
and any adjournment or adjournments thereof, and to vote all
of the shares of Common Stock that the undersigned is entitled
to vote at such Annual Meeting or at any adjournment or
postponement thereof:
1. To elect nine directors to serve for terms of one year
each:
Nominees: Joseph A. Ades, Jackson A.
Baker, Eric C. Jackson,
Fernando Montero, Edwin H.
Morgens, Thomas J. Noonan,
Jr., A. Torrey Reade, James
L. Shelnutt, Jeffrey B.
Stone
__
[__] Vote for all nominees listed above
__
[__] Vote withheld for all nominees listed above
__
[__] Vote for all nominees listed above except
____________________________________________
2. To adopt the Restated Articles of Incorporation in the
form included in the Proxy Statement:
__
[__] FOR
__
[__] AGAINST
__
[__] ABSTAIN
3. To ratify the selection of Arthur Andersen LLP as
independent auditors of the Company for the 1995 fiscal
year:
__
[__] FOR
<PAGE>
__
[__] AGAINST
__
[__] ABSTAIN
4. In their discretion, the Proxies are authorized to vote
upon such other matters (none known at the time of
solicitation of this proxy) as may properly come before
the Annual Meeting or any adjournment or postponement
thereof.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED OR NOT VOTED AS
SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE ELECTION
OF THE NOMINEES LISTED IN ITEM NO.1 AS DIRECTORS OF THE
COMPANY AND "FOR" PROPOSAL NO. 2 AND PROPOSAL NO. 3. IF ANY
OTHER MATTERS ARE PROPERLY BROUGHT BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF OF IF A NOMINEE
FOR ELECTION AS A DIRECTOR NAMED IN THE PROXY STATEMENT IS
UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, THE SHARES
REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF
THE PROXIES ON SUCH MATTERS OR FOR SUCH SUBSTITUTE
NOMINEE(S) AS THE DIRECTORS MAY RECOMMEND.
(THIS PROXY CONTINUES AND MUST BE SIGNED AND DATED ON THE
REVERSE SIDE)
<PAGE>
The undersigned hereby acknowledges receipt of the Notice of
the Annual Meeting of Shareholders, the Proxy Statement
furnished therewith, and the Annual Report of the Company for
the fiscal year ended December 31, 1994. Any proxy heretofore
given to vote the shares of Common Stock which the undersigned
is entitled to vote at the Annual Meeting of Shareholders is
hereby revoked.
Date________________________
__________________________
__________________________
The signature must agree with the name on your stock
certificate.
N O T E :
Please fill in, sign and return this proxy in the enclosed
envelope. When signing as Attorney, Executor,
Administrator, Trustee or Guardian, please give full title
as such. If signer is a corporation, please sign the full
corporate name by authorized officer. Joint owners should
each sign individually. (Please note any change of address
on this proxy.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
INTRENET, INC.
<PAGE>
EXHIBIT A
RESTATED ARTICLES OF INCORPORATION OF ROADRUNNER ENTERPRISES,
INC.
(FORMERLY KNOWN AS INTRENET, INC.)
ARTICLE I
Name
The name of the Corporation is Roadrunner Enterprises, Inc.
(the "Corporation").
ARTICLE II
Purposes and Powers
Section 2.1. Purpose of the Corporation. The purpose for
which the Corporation is formed is to engage in the transaction
of any or all lawful business for which corporations may now or
hereafter be incorporated under the Indiana Business
Corporation Law (the "Corporation Law").
Section 2.2. Powers of the Corporation. The Corporation
shall have (a) all powers now or hereafter authorized by or
vested in corporations pursuant to the provisions of the
Corporation Law, (b) all powers now or hereafter vested in
corporations by common law or any other statute or act, and
(c) all powers authorized by or vested in the Corporation by
the provisions of these Restated Articles of Incorporation or
by the provisions of its By-Laws as from time to time in
effect.
ARTICLE III
Term of Existence
The period during which the Corporation shall continue is
perpetual.
ARTICLE IV
Registered Office and Agent
The street address of the Corporation's registered office in
Indiana at the time of adoption of these Restated Articles of
Incorporation is Junction 231 & I-66, Rockport, Indiana 47635,
and the name of its Resident Agent at such office at the time
of adoption of these Restated Articles of Incorporation is
Phillip E. Weaver.
<PAGE>
ARTICLE V
Shares
Section 5.1. Authorized Class and Number of Shares. The
total number of shares of all classes which the Corporation
shall have authority to issue is 35,000,000 shares, consisting
of 25,000,000 shares of Common Stock, without par value
("Common Stock"), and 10,000,000 shares of Preferred Stock,
without par value ("Preferred Stock").
Section 5.2. Dividends. Subject to the provisions of law
and the rights of the Preferred Stock and any other class or
series of stock then outstanding having a preference as to
dividends over the Common Stock, dividends may be paid on the
Common Stock at such times and in such amounts as the Board of
Directors shall determine.
Section 5.3. Relative Rights of Shareholders. Upon the
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, after any preferential
amounts to be distributed to the holders of the Preferred Stock
and any other class or series of stock then outstanding having
a preference over the Common Stock have been paid or declared
and set apart for payment, the holders of the Common Stock
shall be entitled to receive all of the remaining assets of the
Corporation available for distribution to its shareholders.
Section 5.4. Rights and Terms of Preferred Stock. The
Board of Directors is hereby authorized to provide, out of the
unissued shares of Preferred Stock, for one or more series of
Preferred Stock. Before any shares of any such series are
issued, the Board of Directors shall fix, and hereby is
expressly empowered to fix, by the adoption and filing in
accordance with the Corporation Law, of an amendment or
amendments to these Restated Articles of Incorporation, the
terms of such Preferred Stock or series of Preferred Stock,
including the following terms:
(a) the designation of such series, the number of shares
to constitute such series and the stated value thereof if
different from the par value thereof;
(b) whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law,
and, if so, the terms of such voting rights, which may be
special, conditional or limited or no voting rights except
as required by law;
(c) the dividends, if any, payable on such series,
whether any such dividends shall be cumulative, and, if so,
from what dates, the conditions and dates upon which such
dividends shall be payable, the preference or relation which
such dividends shall bear to the dividends payable on any
<PAGE>
shares of stock of any other class or any other series of
Preferred Stock;
(d) whether the shares of such series shall be subject to
redemption by the Corporation and, if so, the times, prices
and other conditions of such redemption;
(e) the amount or amounts payable upon shares of such
series upon, and the rights of the holders of such series
in, the voluntary or involuntary liquidation, dissolution or
winding up, or upon any distribution of the assets, of the
Corporation;
(f) whether the shares of such series shall be subject to
the operation of a retirement or sinking fund and, if so,
the extent to and manner in which any such retirement or
sinking fund shall be applied to the purchase or redemption
of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to
the operation thereof;
(g) whether the shares of such series shall be
convertible into, or exchangeable for, shares of stock of
any other class or any other series of Preferred Stock or
any other securities (whether or not issued by the
Corporation) or other property and, if so, the price or
prices or the rate or rates of conversion or exchange and
the method, if any, of adjusting the same, and any other
terms and conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be
effective while any shares of such series are outstanding
upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other
acquisition by the Corporation of, the Common Stock or
shares of stock of any other class or any other series of
Preferred Stock.
Section 5.5. Assessability. Upon receipt by the
Corporation of the consideration for which the Board of
Directors authorized the issuance of shares, the shares issued
therefor shall be fully paid and nonassessable.
ARTICLE VI
Directors
Section 6.1. Number. The number of Directors shall be
fixed by the By-Laws.
Section 6.2. Qualifications. Directors need not be
shareholders of the Corporation or residents of this or any
other state of the United States.
<PAGE>
Section 6.3. Vacancies. Vacancies occurring on the Board
of Directors shall be filled in the manner provided in the By-
Laws or, if the By-Laws do not provide for the filling of
vacancies, in the manner provided by the Corporation Law. The
By-Laws may also provide that in certain circumstances
specified therein, vacancies occurring on the Board of
Directors may be filled by vote of the shareholders at a
special meeting called for that purpose or at the next annual
meeting of shareholders.
Section 6.4. Liability of Directors. A Director's
responsibility to the Corporation shall be limited to
discharging his duties as a Director, including his duties as a
member of any committee of the Board of Directors upon which he
may serve, in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar
circumstances, and in a manner the Director reasonably believes
to be in the best interests of the Corporation, all based on
the facts then known to the Director.
In discharging his duties, a Director is entitled to rely on
information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or
presented by:
(a) One (1) or more officers or employees of the Corporation
whom the Director reasonably believes to be reliable and competent
in the matters presented;
(b) Legal counsel, public accountants, or other persons as to
matters the Director reasonably believes are within such person's
professional or expert competence; or
(c) A committee of the Board of which the Director is not a
member if the Director reasonably believes the Committee merits
confidence;
but a Director is not acting in good faith if the Director has knowledge
concerning the matter in question that makes reliance otherwise permitted
by this Section 6.4 unwarranted. A Director may, in considering the best
interests of the Corporation, consider the effects of any action on
shareholders, employees, suppliers and customers of the Corporation, and
communities in which offices or other facilities of the corporation are
located, and any other factors the Director considers pertinent.
A Director shall not be liable for any action taken as a Director, or
any failure to take any action, unless (i) the Director has breached or
failed to perform the duties of the Director's office in compliance with
this Section 6.4, and (ii) the breach or failure to perform constitutes
willful misconduct or recklessness.
Section 6.5. Removal of Directors. Any or all of the members of the
Board of Directors may be removed, with or without cause, only at a
meeting of the shareholders called expressly for that purpose, by the
<PAGE>
affirmative vote of the holders of outstanding shares representing at
least a majority of all the votes then entitled to be cast at an election
of Directors.
ARTICLE VII
Provisions for Regulation of Business
and Conduct of Affairs of Corporation
Section 7.1. Meetings of Shareholders. Meetings of the shareholders
of the Corporation shall be held at such times and at such places, either
within or without the State of Indiana, as may be stated in or fixed in
accordance with the By-Laws of the Corporation and specified in the
respective notices or waivers of notice of any such meetings.
Section 7.2. Special Meetings of Shareholders. Special meetings of
the shareholders, for any purpose or purposes, unless otherwise
prescribed by the Corporation Law, may be called at any time by the Board
of Directors or the person or persons specifically authorized to do so by
the By-Laws and shall be called by the Board of Directors if the
Secretary of the Corporation receives one (1) or more written, dated and
signed demands for a special meeting, describing in reasonable detail the
purpose or purposes for which it is to be held, from the holders of
shares representing at least fifty percent (50%) of all the votes
entitled to be cast on any issue proposed to be considered at the
proposed special meeting. If the Secretary receives one (1) or more
proper written demands for a special meeting of shareholders, the Board
of Directors may set a record date for determining shareholders entitled
to make such demand.
Section 7.3. Meetings of Directors. Meetings of the Board of
Directors of the Corporation shall be held at such times and at such
places, either within or without the State of Indiana, as may be
authorized by the By-Laws and specified in the respective notices or
waivers of notice of any such meetings or otherwise specified by the
Board of Directors. Unless the By-laws provide otherwise (a) regular
meetings of the Board of Directors may be held without notice of the
date, time, place, or purpose of the meeting and (b) the notice for a
special meeting need not describe the purpose or purposes of the special
meeting.
Section 7.4. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or
shareholders, or of any committee of such Board, may be taken without a
meeting, if the action is taken by all members of the Board or all
shareholders entitled to vote on the action, or by all members of such
committee, as the case may be. The action must be evidenced by one (1)
or more written consents describing the action taken, signed by each
Director, or all the shareholders entitled to vote on the action, or by
each member of such committee, as the case may be, and, in the case of
action by the Board of Directors or a committee thereof, included in the
minutes or filed with the corporate records reflecting the action taken
or, in the case of action by the shareholders, delivered to the
<PAGE>
Corporation for inclusion in the minutes or filing with the corporate
records. Action taken under this Section 7.4 is effective when the last
director, shareholder or committee member, as the case may be, signs the
consent, unless the consent specifies a different prior or subsequent
effective date, in which case the action is effective on or as of the
specified date. Such consent shall have the same effect as a unanimous
vote of all members of the Board, or all shareholders, or all members of
the committee, as the case may be, and may be described as such in any
document.
Section 7.5. By-Laws. The Board of Directors shall have the
exclusive power to make, alter, amend or repeal, or to waive provisions
of, the By-Laws of the Corporation by the affirmative vote of a majority
of the entire number of Directors at the time, except as expressly
provided by the Corporation Law. All provisions for the regulation of
the business and management of the affairs of the Corporation not stated
in these Restated Articles of Incorporation shall be stated in the By-
Laws. The Board of Directors may adopt Emergency By-Laws of the
Corporation and shall have the exclusive power (except as may otherwise
be provided therein) to make, alter, amend or repeal, or to waive
provisions of, the Emergency By-Laws by the affirmative vote of a
majority of the entire number of Directors at the time.
Section 7.6. Interest of Directors. (a) A conflict of interest
transaction is a transaction with the Corporation in which a Director of
the Corporation has a direct or indirect interest. A conflict of
interest transaction is not voidable by the Corporation solely because of
the Director's interest in the transaction if any one (1) of the
following is true:
(i) The material facts of the transaction and the
Director's interest were disclosed or known to the Board of
Directors or a committee of the Board of Directors and the
Board of Directors or committee authorized, approved, or
ratified the transaction.
(ii) The material facts of the transaction and the
Director's interest were disclosed or known to the
shareholders entitled to vote and they authorized, approved
or ratified the transaction.
(iii) The transaction was fair to the Corporation.
(b) For purposes of this Section 7.6, a Director of the
Corporation has an indirect interest in a transaction if:
(i) another entity in which the Director has a material
financial interest or in which the Director is a general
partner is a party to the transaction; or
(ii) another entity of which the Director is a director,
officer, or trustee is a party to the transaction and the
<PAGE>
transaction is, or is required to be, considered by the
Board of Directors of the Corporation.
(c) For purposes of Section 7.6(a)(i), a conflict of interest
transaction is authorized, approved, or ratified if it receives the
affirmative vote of a majority of the Directors on the Board of
Directors (or on the committee) who have no direct or indirect
interest in the transaction, but a transaction may not be
authorized, approved, or ratified under this Section 7.6 by a single
Director. If a majority of the Directors who have no direct or
indirect interest in the transaction vote to authorize, approve, or
ratify the transaction, a quorum shall be deemed present for the
purpose of taking action under this Section 7.6. The presence of,
or a vote cast by, a Director with a direct or indirect interest in
the transaction does not affect the validity of any action taken
under Section 7.6(a)(i), if the transaction is otherwise authorized,
approved, or ratified as provided in such Section.
(d) For purposes of Section 7.6(a)(ii), shares owned by or voted
under the control of a Director who has a direct or indirect
interest in the transaction, and shares owned by or voted under the
control of an entity described in Section 7.6(b), may be counted in
a vote of shareholders to determine whether to authorize, approve or
ratify a conflict of interest transaction.
Section 7.7. Nonliability of Shareholders. Shareholders of the
Corporation are not personally liable for the acts or debts of the
Corporation, nor is private property of shareholders subject to the
payment of corporate debts.
<PAGE>
Section 7.8. Indemnification of Officers, Directors and Other
Eligible Persons.
(a) To the maximum extent permitted by the Corporation Law,
every Eligible Person shall be indemnified by the Corporation
against all Liability and reasonable Expense that may be incurred by
him in connection with or resulting from any Claim, (i) if such
Eligible Person is Wholly Successful with respect to the Claim, or
(ii) if not Wholly Successful, then if such Eligible Person is
determined, as provided in either Section 7.8(f) or 7.8(g), to have
acted in good faith, in what he reasonably believed to be the best
interests of the Corporation or at least not opposed to its best
interests and, in addition, with respect to any criminal Claim, is
determined to have had reasonable cause to believe that his conduct
was lawful or to have had no reasonable cause to believe that his
conduct was unlawful. The termination of any Claim, by judgment,
order, settlement (whether with or without court approval), or
conviction or upon a plea of guilty or of nolo contendere, or its
equivalent, shall not create a presumption that an Eligible Person
did not meet the standards of conduct set forth in clause (ii) of
this subsection (a). The actions of an Eligible Person with respect
to an employee benefit plan subject to the Employee Retirement
Income Security Act of 1974 shall be deemed to have been taken in
what the Eligible Person reasonably believed to be the best
interests of the Corporation or at least not opposed to its best
interests if the Eligible Person reasonably believed he was acting
in conformity with the requirements of such Act or he reasonably
believed his actions to be in the interests of the participants in
or beneficiaries of the plan.
(b) The term "Claim" as used in this Section 7.8 shall include
every pending, threatened or completed claim, action, suit or
proceeding and all appeals thereof (whether brought by or in the
right of this Corporation or any other corporation or otherwise),
civil, criminal, administrative or investigative, formal or
informal, in which an Eligible Person may become involved, as a
party or otherwise:
(i) by reason of his being or having been an Eligible
Person, or
(ii) by reason of any action taken or not taken by him in
his capacity as an Eligible Person, whether or not he
continued in such capacity at the time such Liability or
Expense shall have been incurred.
(c) The term "Eligible Person" as used in this Section 7.8 shall
mean every person (and the estate, heirs and personal
representatives of such person) who is or was a Director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, agent
or fiduciary of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
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organization or entity, whether for profit or not. An Eligible
Person shall also be considered to have been serving an employee
benefit plan at the request of the Corporation if his duties to the
Corporation also imposed duties on, or otherwise involved services
by, him to the plan or to participants in or beneficiaries of the
plan.
(d) The terms "Liability" and "Expense" as used in this
Section 7.8 shall include, but shall not be limited to, counsel fees
and disbursements and amounts of judgments, fines or penalties
against (including excise taxes assessed with respect to an employee
benefit plan), and amounts paid in settlement by or on behalf of, an
Eligible Person.
(e) The term "Wholly Successful" as used in this Section 7.8
shall mean (i) termination of any Claim against the Eligible Person
in question without any finding of liability or guilt against him,
(ii) approval by a court, with knowledge of the indemnity herein
provided, of a settlement of any Claim, or (iii) the expiration of a
reasonable period of time after the making or threatened making of
any Claim without the institution of the same, without any payment
or promise made to induce a settlement.
(f) Every Eligible Person claiming indemnification hereunder
(other than one who has been Wholly Successful with respect to any
Claim) shall be entitled to indemnification (i) if special
independent legal counsel, which may be regular counsel of the
Corporation or other disinterested person or persons, in either case
selected by the Board of Directors, whether or not a disinterested
quorum exists (such counsel or person or persons being hereinafter
called the "Referee"), shall deliver to the Corporation a written
finding that such Eligible Person has met the standards of conduct
set forth in Section 7.8(a)(ii), and (ii) if the Board of Directors,
acting upon such written finding, so determines. The Board of
Directors shall, if an Eligible Person is found to be entitled to
indemnification pursuant to the preceding sentence, also determine
the reasonableness of the Eligible Person's Expenses. The Eligible
Person claiming indemnification shall, if requested, appear before
the Referee, answer questions that the Referee deems relevant and
shall be given ample opportunity to present to the Referee evidence
upon which such Eligible Person relies for indemnification. The
Corporation shall, at the request of the Referee, make available
facts, opinions or other evidence in any way relevant to the
Referee's finding that are within the possession or control of the
Corporation.
(g) If an Eligible Person claiming indemnification pursuant to
Section 7.8(f) is found not to be entitled thereto, or if the Board
of Directors fails to select a Referee under Section 7.8(f) within a
reasonable amount of time following a written request of an Eligible
Person for the selection of a Referee, or if the Referee or the
Board of Directors fails to make a determination under
Section 7.8(f) within a reasonable amount of time following the
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selection of a Referee, the Eligible Person may apply for
indemnification with respect to a Claim to a court of competent
jurisdiction, including a court in which the Claim is pending
against the Eligible Person. On receipt of an application, the
court, after giving notice to the Corporation and giving the
Corporation ample opportunity to present to the court any
information or evidence relating to the claim for indemnification
that the Corporation deems appropriate, may order indemnification if
it determines that the Eligible Person is entitled to
indemnification with respect to the Claim because such Eligible
Person met the standards of conduct set forth in Section 7.8(a)(ii).
If the court determines that the Eligible Person is entitled to
indemnification, the court shall also determine the reasonableness
of the Eligible Person's Expenses.
(h) The rights of indemnification provided in this Section 7.8
shall be in addition to any rights to which any Eligible Person may
otherwise be entitled. Irrespective of the provisions of this
Section 7.8, the Board of Directors may, at any time and from time
to time, (i) approve indemnification of any Eligible Person to the
maximum extent permitted by the provisions of applicable law at the
time in effect, whether on account of past or future transactions,
and (ii) authorize the Corporation to purchase and maintain
insurance on behalf of any Eligible Person against any Liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability.
(i) Expenses incurred by an Eligible Person with respect to any
Claim may be advanced by the Corporation (by action of the Board of
Directors, whether or not a disinterested quorum exists) prior to
the final disposition thereof upon receipt of an undertaking by or
on behalf of the Eligible Person to repay such amount unless he is
determined to be entitled to indemnification.
(j) The provisions of this Section 7.8 shall be deemed to be a
contract between the Corporation and each Eligible Person, and an
Eligible Person's rights hereunder shall not be diminished or
otherwise adversely affected by any repeal, amendment or
modification of this Section 7.8 that occurs subsequent to such
person becoming an Eligible Person.
(k) The provisions of this Section 7.8 shall be applicable to
Claims made or commenced after the adoption hereof, whether arising
from acts or omissions to act occurring before or after the adoption
hereof.
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Amendment or Repeal. Except as otherwise expressly
provided for in these Restated Articles of Incorporation, the Corporation
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shall be deemed, for all purposes, to have reserved the right to amend,
alter, change or repeal any provision contained in these Restated
Articles of Incorporation to the extent and in the manner now or
hereafter permitted or prescribed by statute, and all rights herein
conferred upon shareholders are granted subject to such reservation.
Section 8.2. Captions. The captions of the Articles and Sections of
these Restated Articles of Incorporation have been inserted for
convenience of reference only and do not in any way define, limit,
construe or describe the scope or intent of any Article or Section
hereof.
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