3002 North State Highway 83
Franktown, CO 80116
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held September 26, 1997 at 2:30 p.m.
--------------------
TO THE SHAREHOLDERS OF DCX, INC.:
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of DCX, INC.
will be held at 2:30 p.m. on the twenty-sixth day of September, 1997 at the
Embassy Suites Southeast, 7525 East Hampden Avenue, Denver, Colorado for the
following purposes:
1. To elect a board of four directors to serve for the ensuing year.
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on July 31, 1997, are
entitled to notice of and to vote at the meeting or at any adjournment or
adjournments thereof. The proxies are being solicited by the Board of Directors
of the Company.
Shareholders are cordially invited to attend the meeting. Please specify
your choices on the enclosed Proxy, then date, sign, and return it in the
enclosed envelope. If you attend the meeting, you may revoke the Proxy and vote
your shares in person.
A copy of the 1996 Annual Report to Shareholders is enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Frederick G. Beisser
-----------------------------------
Frederick G. Beisser, Secretary
Dated: August 27, 1996
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PROXY STATEMENT
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Annual Meeting of Shareholders
September 26, 1997
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of DCX, INC. (the
"Company"), a Colorado corporation, by order of its Board of Directors, in
connection with the solicitation of Proxies for the Annual Meeting of
Shareholders of the Company. The meeting will be held at 2:30 p.m. on the
twenty-sixth day of September, 1997 at the Embassy Suites Southeast, 7525 East
Hampden Avenue, Denver, Colorado for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders.
THIS SOLICITATION IS MADE BY THE BOARD OF DIRECTORS OF THE COMPANY. It is
expected that this Proxy Statement and form of proxy will first be sent to
shareholders on or about August 28, 1997. This Proxy Statement is being mailed
in conjunction with the mailing of the Annual Report. Solicitation expenses will
be paid by the Company.
Receipt, Voting and Revocation of Proxies:
All Proxies that are properly executed and received at or before the meeting
will be voted at the meeting. If a shareholder specifies how the Proxy is to be
voted on any business to come before the meeting, it will be voted in accordance
with such specification. If no specification is made, it will be voted for the
election of the four nominees for directors named. Management knows of no other
matters to come before the meeting. If any other matters are properly brought
before the meeting, all Proxies will be voted in accordance with the judgment of
the person or persons voting them.
Any Proxy may be revoked by a shareholder by any of the following: 1) a later
dated and executed Proxy properly delivered to the Secretary of the Company
before the Proxy has been voted; 2) a written notice of revocation delivered to
Secretary of the Company before the close of business on the day before the
meeting at 3002 North State Highway 83, Franktown, Colorado 80116; or 3) by
appearing in person at the meeting and revoking the Proxy before the Proxy has
been voted.
Record Date, Shares Outstanding, Voting Rights:
Only shareholders of record at the close of business on July 31, 1997 will be
entitled to vote at the meeting. As of June 30, 1997, there were issued and
outstanding 4,924,970 shares of Common Stock, no par value. Each share is
entitled to one vote on all matters submitted to the shareholders. The
shareholders do not have cumulative voting rights in the election of directors.
One-third of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at any shareholder's meeting. A simple majority vote
of the shares represented at the meeting and entitled to vote is necessary to
approve any such matters. Votes will be counted by the Company's transfer agent,
American Securities Transfer, Inc. Abstentions and broker non-votes are not
considered votes in favor of items of business.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Percentages of shares held by officers and directors of the Company, as well as
those parties owning more than five (5) percent of the Company's common stock,
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<TABLE>
as of the date of this proxy statement, are as follows:
Security ownership of certain beneficial owners:
- -------------------------------------------------------------------------------------------------------
Title of Name of Beneficial Amount & Nature of Percent
Class Owner Beneficial Ownership of Class
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common The Anderson Family Trust (*) 246,700 Sole 5.0
c/o Millard & Hunter, P.C. Voting Power
6025 S. Quebec St., Ste 330
Englewood, CO 80111-4551
Common Ms. Elva M. Anderson 246,700 Sole 5.0
Littleton, CO Voting Power
Security ownership of management:
- -------------------------------------------------------------------------------------------------------
Title of Name of Beneficial Amount & Nature of Percent
Class Owner (1) Beneficial Ownership (2) of Class (3)
- -------------------------------------------------------------------------------------------------------
Common Jeanne M. Anderson (*) 114,000 Sole 2.3
Director Voting Power
Common Frederick G. Beisser 10,400 Sole @
Vice President - Finance & Voting Power
Administration,
Secretary, Treasurer and Director
Common Stephen Carreker none -0-
President & CEO and Director
Common D. Scott McReynolds, Director and 5,000 Sole @
Vice President & General Manager Voting Power
---------------------------------------------------------
All Directors and Officers
as a group (4 persons) 129,400 2.6
</TABLE>
NOTES:
* Ms. Jeanne Anderson retired from the position of President & CEO and
became Chairman of the Board of Directors effective January 1, 1997,
when Mr. Carreker became President & CEO. Ms. Anderson is a contingent
beneficiary of the Anderson Family Trust and has no power to vote the
shares of the trust.
@ The number of shares constitutes less than one percent of outstanding
shares.
(1) The address for each of the directors of the company is "In Care
Of DCX, Inc., P.O. Box 569, Franktown, CO 80116-0569.
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(2) The number of shares beneficially owned does not include 565,000
shares which may be immediately acquired under Non Qualified Stock Options
held by Officers and Directors of the Company. Such shares and management
personnel holding them are: Ms. Anderson, 125,000; Mr. Beisser, 140,000
shares; Mr. Carreker, 230,000 shares; and Mr. McReynolds, 70,000 shares.
(3) If the options denoted, above, were exercised, Directors and
Officers would have the following percentages of outstanding common stock:
Ms. Anderson, 4.8 percent; Mr. Beisser, 3.1 percent; Mr. Carreker, 4.7
percent; Mr. McReynolds, 1.5 percent; and as a group, 12.6 percent.
MATTERS FOR SHAREHOLDER VOTE
1. ELECTION OF DIRECTORS
The Board of Directors recommends the election as Directors of the four nominees
listed below. Directors hold office until the next Annual Meeting of
Shareholders (tentatively scheduled for April 3, 1998) and until their
successors are elected and qualified or until their earlier death, resignation
or removal. The Articles of Incorporation, as amended, provide for a Board of
Directors of not less than three and no more than seven. At present, the number
of Directors of the Company has been set at four by the Company's Board of
Directors. Each member of the present Board of Directors has been nominated for
reelection. The election of directors requires the affirmative vote of a
majority of all shares represented at the annual meeting and entitled to vote in
person or by Proxy. If at the time of the Meeting any of the nominees named
below should be unable to serve, which event is not expected to occur, the
discretionary authority provided in the Proxy will be exercised to vote for such
substitute nominee or nominees, if any, as shall be designated by the Board of
Directors.
Director
Name Age Position Since
---- --- -------- -----
Jeanne M. Anderson 45 Director 1987
Frederick G. Beisser 54 Vice President - Finance & 1991
Administration, Secretary,
Treasurer and Director
Stephen Carreker 47 President & Chief Executive 1995
Officer and Director
D. Scott McReynolds 33 Vice President & General 1996
Manager and Director
The Board of Directors met eight times during the 1996 fiscal year; no director
participated in fewer than 75 percent of the meetings occurring during his term.
The Company does not have any standing audit, nominating or compensation
committees.
Biographical Sketch of Nominees and Executive Officers:
Ms. Jeanne M. Anderson has been with DCX, Inc. since its inception and serves as
Chairman of the Board of Directors. She was elected to that position effective
January 1, 1997, and has been a Director of the Company since 1987. Previously
she was President & CEO from October 1, 1991 through December 31, 1996; had been
Secretary of the Corporation from October, 1990, until she became President and
also served as General Manager from March of 1990. Prior to her employment with
DCX, Ms. Anderson was a Medical Technician for Bonfils Blood Bank in Denver,
Colorado. Ms. Anderson holds an Associate of Science Degree in Medical
Technology from Arapahoe Community College, Littleton, CO and has completed
additional studies in psychology at the University of Colorado.
Mr. Frederick G. Beisser, who joined the Company as Chief Financial Officer in
July, 1990, was promoted to Vice President - Finance & Administration in March,
1997. He was appointed to the Board of Directors in March, 1991, at which time
he became Treasurer. He was subsequently appointed Secretary on October 1, 1991.
Mr. Beisser is a Colorado Certified Public Accountant. Previously he was
Controller, Budget & Cost Analysis, for the Air Force Accounting & Finance
Center in Denver, Colorado, from 1985 to 1989. Prior to that he held budget
management positions in Europe, and various controller and accounting positions
in the United States and abroad with the Air Force. Retired with the rank of
Major in 1989, he holds a Ph.D. from American International University in Canoga
Park, California; an MBA from Golden Gate University in San Francisco and a BS
in Business Administration from the University of Southern Colorado at Pueblo,
Colorado. In addition he has diplomas from the Air War College and the Air
Command & Staff College.
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Mr. Stephen Carreker became President & CEO effective January 1, 1997 and has
been a director of the Company on December 12, 1995. He was previously Director
for Strategic Planning and has been employed by the Company since September,
1994. Prior to that he was manager of the geographic information systems
department of IDS/IBM Manama, Bahrain from 1992 to 1994; Vice President, Geonex
Corporation, Inc. from 1991 to 1992. Prior to that he was GIS Project Manager
for Gwinnet County, Georgia. Mr. Carreker has over 20 years of domestic and
international GIS experience. He holds a Bachelor of Landscape Architecture from
the University of Georgia and was a Georgia licensed landscape architect.
Mr. D. Scott McReynolds became a director of the Company on June 7, 1996 and was
appointed Vice President and General Manager on the same date. Mr. McReynolds
joined the Company in 1991 as an industrial engineer; he was subsequently
promoted to Quality Assurance Manager and became Acting General Manager in
December, 1995. He holds a Bachelor of Science in Industrial Engineering from
Southern Illinois University.
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of Forms 3, 4, and 5 submitted to the Company during
and with respect to its most recent fiscal year, the Company believes all
directors, officers and any beneficial owner of more than 10 percent of its
registered shares are in compliance with Section 16(a) of the Exchange Act.
Compensation of Directors and Executive Officers
The following table sets forth information concerning the cash compensation paid
and accrued by the Company for services rendered during the three fiscal years
ending September 30, 1996, to the Chief Executive Officer. No other executive
officer of the Company had aggregate compensation exceeding $100,000. Mr.
Carreker became President and CEO on January 1, 1997, subsequent to the end of
fiscal year 1996.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards
-------------------------------------------- ------------------------------------
Name
and Other Restricted Stock All Other
Principal Annual Comp- Stock Options Compen-
Position Year Salary ($) Bonus ensation Awards (#) sation ($)*
- --------- ---- ---------- ----- ---------- ------ ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Jeanne M. 1996 $116,018 - $1,740
Anderson 1995 116,018 - 75,000 1,740
President 1994 117,518 - 1,624
& CEO
</TABLE>
* Amounts of All Other Compensation represent employer contribution
under the Company's 401K Retirement Savings Plan.
For a description of the stock options, see the note to the following
table. The Company did not grant stock options to officers or employees during
fiscal years 1994 and 1996. In fiscal year 1995 a total of 175,000 stock options
were issued to officers of the Company from the 1991 Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The Company did not grant stock options to employees, officers or directors
during fiscal year 1996.
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<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION/SAR VALUES
Number of Value of
Unexercised Unexercised
Stock Options In-The-Money
at FY-End (#) Stock Options
at FY-End ($)
Shares acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
---- --------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Jeanne M.
Anderson, 125,000/0 (&) $382,813/0
President & CEO
</TABLE>
(&) Options for 50,000 shares of DCX common stock were granted
under the Company's 1991 Stock Option Plan on May 15, 1992 at a price
of $1 7/32; additional options for 75,000 shares were granted on April
19, 1995 under the 1991 Plan at $ 23/32. Both grants were at fair
market value; no options have been exercised to date.
The Company does not have a long term incentive plan or a defined benefit or
actuarial form of pension plan.
Employment Contracts and Termination Agreements
Three executive officers, Messrs. Carreker, McReynolds and Beisser are employed
under separate employment agreements effective January 1, 1997, which continue
until December 31, 1999. The Company has agreed to renominate each executive to
the Board of Directors during his employment. If the agreements have not been
terminated on or before December 31, 1999, the remaining term is automatically
extended such that the remaining term shall be three years unless properly
terminated earlier or the Board of Directors notifies the executive after
November 1, 1999 of its determination to have the date of the agreement expire
one year from the date of such notification. The agreements provide for the
following termination provisions:
Termination for any reason other than death, disability, cause, voluntary
resignation not constituting constructive termination, or the expiration of
the term of the agreement. In such event, the Company will pay to the
executive his base compensation for a period of three years (Carreker) or
two years (McReynolds and Beisser) after the date of termination. In
addition all stock options, restricted stock awards which may have been
previously granted will fully vest and the Company will immediately pay to
the executive any accrued award(s) earned by him under performance bonus
plans or any other executive incentive plans which may exist at the time of
termination in which he is a participant.
Termination for death, disability, cause, voluntary resignation not
constituting constructive termination, or upon expiration of the term of
the agreement the executive is entitled to all benefits including base
salary, performance and incentive bonuses for 24 months (Carreker) or 12
months (McReynolds and Beisser) after date of termination.
Each of the employment agreements contains a provision that during the
executive's employment and during any period subsequent to termination
during which he receives payments the executive will not directly or
indirectly use, disseminate or disclose for any purposes other than those
of the Company's business, any of the Company's confidential information or
trade secrets, unless such disclosure is compelled in a judicial
proceeding.
Each of the employment agreements granted an incentive bonus stock option
of 200,000 shares (Carreker) or 70,000 shares (McReynolds and Beisser)
fully vested and equal to the closing bid price of $1.125 on the first
business day during which the Executive was engaged under the employment
agreement. In addition, each executive received a similarly priced
performance stock option grant of 180,000 shares (Carreker) or 50,000
shares (McReynolds and Beisser) which shall vest at a rate of 30% is the
Company's consolidated gross revenues exceed $10 million by September 30,
1998, an additional 30% if $20 million by September 30, 1999 and the
remaining 40% if in excess of $30 million by September 30, 2000.
6
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Each executive also receives performance bonuses of 5% of base salary if
the Company achieves net income of one dollar or more for the fiscal year
ending September 30, 1997; an additional bonus of 10% of base salary if the
average closing bid price for the last 20 business days ending on that date
is equal to the January 2, 1997 closing bid price plus $1.35; and if the
Company's revenue at September 30, 1997, exceeds $5 million each executive
will receive an additional bonus equal to 0.75% (Carreker) or 0.35%
(McReynolds and Beisser) of the amount of revenue which exceeds $5.0
million. For fiscal years ending September 30, 1998 or later each executive
will receive an amount equal to 2% (Carreker) or 1% (McReynolds and
Beisser) of that portion of net income in excess of the amount determined
by multiplying average of quarterly stockholder's equity by .11; and an
amount equal to 21% of base salary if the average closing bid price for the
20 business days ending September 30 of each fiscal year exceeds the
previous year's 20 day average for the same period by 51% or more.
Compensation of Directors
Directors who are employees of the Company do not receive any additional
compensation above their full time employment compensation. Non-employee
directors: The late John G. Anderson, most recently Chairman Emeritus, a
non-employee director, received $10,000 for his services as a director during
fiscal year 1996. For fiscal year 1997 Ms. Anderson, the non-employee Chairman
of the Board of Directors, receives $850 for each month of service completed and
health insurance paid by the Company so long as she remains a director.
Certain Relationships and Related Transactions
In connection with Ms. Anderson's resignation as an executive officer of the
Company on January 1, 1997, the Company agreed to pay Ms. Anderson a total of
$58,000 and granted her performance stock options for 61,000 shares of the
Company's no par value common stock at the fair market value of $1.125 per
share. The options expire on March 27, 1999, or upon resignation from any
position held with the Company. Vesting in the options occurs 35% upon the
Company reaching $10 million in consolidated annual revenue, additional 35% at
$20 million in annual revenue and the final 30% when the Company reaches $30
million in annual revenue. In the event that Ms. Anderson consents to resign
from any board position in order to facilitate an objective of the Company, the
options become fully vested and remain exercisable for a period of one year
after the date of acceptance of such resignation or until the original
expiration date, whichever is earlier.
2. OTHER BUSINESS
As of the date of this Proxy Statement, management of the Company was not aware
of any other matter to be presented at the Meeting other than as set forth
herein. If any other matters properly come before the meeting, it is the
intention of the Board of Directors to vote pursuant to the Proxies in
accordance with their judgment in such matters.
OTHER MATTERS
The Company has previously announced its intentions to diversify its business in
order to enhance shareholder value. As part of its diversification efforts, the
Company seeks to acquire other companies and or assets that have the ability or
potential to increase the Company's size and profitability. The Company believes
that such acquisition activities may include actions to increase the size of the
Company's Board of Directors. From the standpoint of practical necessity,
decisions regarding the size and composition of the Board of Directors will be
made in the future by the Board of Directors in the exercise of their business
judgment as permitted by the Company's Articles of Incorporation and Bylaws.
As part of its diversification plans, the Company has approved a transaction to
acquire PlanGraphics, Inc. located in Frankfort, KY. the transaction is expected
to close in September, 1997, and will result in the acquisition of PlanGraphics
as a wholly owned subsidiary of the Company in exchange for shares of the
Company's common stock. This announcement was reported on Form 10-Q for June 30,
1997 and filed on August 19, 1997 with the Securities and Exchange Commission.
The closing is contingent upon certain conditions to be performed prior to
closing, including approval by PlanGraphics shareholders.
Effective upon completion of the closing, the Company has agreed to increase the
size of its Board of Directors from four to seven members and appoint John C.
Antenucci and two additional persons nominated by Mr. Antenucci as three,
including Mr. Antenucci, of the seven directors of the Company. Mr. Antenucci is
the President and Chairman of PlanGraphics. Furthermore, the Company has agreed
to appoint one additional person jointly nominated by Mr. Carreker and Mr.
Antenucci as the seventh of the seven members, with all appointees serving until
the next annual DCX shareholders' meeting on September 26, 1997. The Company has
also agreed to renominate Mr. Antenucci and these three additional newly
appointed directors of the Company to be elected for a full one-year term at its
next annual shareholders' meeting. The additional directors have not been
designated by Mr. Antenucci or Mr. Carreker at this time.
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The Company has agreed to appoint Stephen Carreker to serve as Chairman and
Chief Executive Officer of the Company, and John Antenucci to serve as Vice
Chairman and President of the Company, effective upon closing.
Mr. John C. Antenucci, 51, founder, president and CEO of PlanGraphics, Inc., a
company specializing in the design and implementation of geographic information
systems, since 1979. Mr. Antenucci is a former president of AF/FM International,
a professional association for the mapping industry. He is also a former member
of the Academy of Sciences on National Mapping, an advisor to Ohio State
University's Center for Mapping and editor of the leading textbook on GIS.
If the transaction with PlanGraphics is closed prior to the date of the
Shareholder meeting, the Board of Directors intends to use the discretion
granted in the Proxy to appoint Mr. Antenucci and the additional persons to
serve as Directors as described above and as required by the agreement with
PlanGraphics.
Certified Public Accountants. The firm of BDO Seidman, Certified Public
Accountants, audited the financial statements of the Company for the period
ended September 30, 1996, and has been selected to serve in such capacity for
the current fiscal year. They will also provide such other services as may be
necessary. BDO Seidman is expected to be present at the annual meeting and will
have the opportunity to make a statement and to respond to appropriate
questions.
Shareholder Proposals. Proposals by Shareholders of the Company to be presented
at the Annual Meeting of Shareholders to be held April 3, 1998, must be received
by the Board of Directors of the Company no later than December 30, 1997 to be
considered for inclusion in the Company's Proxy Statement and Proxy for that
meeting.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ FREDERICK G. BEISSER
--------------------------------------
Frederick G. Beisser, Secretary
Franktown, Colorado
August 27, 1997
8
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SAMPLE PROXY FOR DCX, INC.
(FRONT SIDE OF PROXY)
DCX, Inc.
P.O. Box 569
3002 North State Highway 83
Franktown, Colorado 80116-0569
The undersigned acknowledges receipt of the Notice and Proxy Statement dated Aug
27, 1997, and hereby appoints the Board of Directors of DCX, Inc. with full
power of substitution to represent the undersigned and to vote all shares of the
Common Stock of DCX, Inc., which the undersigned is entitled to vote, as
indicated on this Proxy at the Meeting of Shareholders of DCX, Inc. to be held
on the twenty-sixth day of September 1997, at the Embassy Suites Southeast, 7525
East Hampden Avenue, Denver, CO, and any adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below (except [ ] WITHHOLD AUTHORITY to vote
as indicated to the contrary below). for ALL nominees below:
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark through the nominee's name.)
Jeanne M. Anderson Stephen Carreker Frederick G. Beisser D. Scott McReynolds
</TABLE>
2. The Proxy is authorized to vote in their discretion upon such other business
as may properly come before the meeting.
- --------------------------------------------------------------------------------
(BACKSIDE OF PROXY)
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO
ITS EXERCISE. This Proxy, when properly executed, will be voted in accordance
with the specifications indicated by the stockholder. If no indication is made,
it will be voted FOR the election of the nominees for directors listed above,
and in the discretion of the Proxy upon such other matters as may properly come
before the meeting.
Dated , 1997
------------------
-----------------------------------------
Signature
-----------------------------------------
Signature
(Signature(s) should correspond exactly
with the name in which your Certificate
is issued as shown at the left.
Executors, conservators, trustees, etc.,
should so indicate when signing. Return
in the enclosed envelope.)
I [ ] DO plan to attend the meeting. I [ ] DO NOT plan to attend.
- -------------------------------------------------------------------------------
