DCX, INC.
200 West Forsyth Street, Suite 800
Jacksonville, FL 32202
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held June 26, 1998 at 10:00 a.m.
TO THE SHAREHOLDERS OF DCX, INC.:
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of DCX, INC.
will be held at 10:00 a.m. on the 26th day of June, 1998 at the Holiday
Inn--Airport, Interstate 95 and Airport Road, Jacksonville, Florida for the
following purposes:
1. To elect a board of six directors to serve for the ensuing year.
2. To approve the Board of Directors proposed amendment to Article I of
Articles of Incorporation of the Company to change in the name of the
Company to Integrated Spatial Information Solutions, Inc.
3. To approve the Equity Compensation Plan as recommended by the Board of
Directors.
4. 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 April 17, 1998, 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 1997 Annual Report to Shareholders is enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Frederick G. Beisser
---------------------------------
Frederick G. Beisser, Secretary
Dated: May 20, 1998
<PAGE>
DCX, INC.
PROXY STATEMENT
Annual Meeting of Shareholders
June 26, 1998
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 10:00 a.m. on the 26th
day of June, 1998 at the Holiday Inn--Airport, Interstate 95 and Airport Road,
Jacksonville, Florida 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 May 20, 1998. This Proxy Statement is being mailed in
conjunction with the mailing of the Annual Report. Solicitation expenses will be
paid by the Company. Members of the Board of Directors are eligible to receive
awards under the Equity Incentive Plan submitted hereby for approval by
shareholders of 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 the Comjpany's principal executive offices located at 200 West
Forsyth Street, Suite 800, Jacksonville, Florida; 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 April 17, 1998 will be
entitled to vote at the meeting. As of that date there were issued and
outstanding 11,505,264 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 included
in determining the presence or absence of a quorum, but 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,
as of the date of this proxy statement, are as follows:
1
<PAGE>
Security ownership of certain beneficial owners:
Based on Rule 13d-1 filings under the Exchange Act, the Company there is only
one party other than management owning more than five percent of the common
stock of the Company.
<TABLE>
<CAPTION>
Security ownership of certain beneficial owners:
Title of Name of Beneficial Amount & Nature of Percent
Class (3) Owner (1) Beneficial Ownership
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Black & Veatch Holding Company 608,713 5.3
7500 Ward Parkway
Kansas City, MO 64114
Security ownership of management:
- --------------------------------------------------------------------------------------------------------------------------
Title of Name of Beneficial Amount & Nature of Percent
Class Owner (1) Beneficial Ownership () of Class (3)
- --------------------------------------------------------------------------------------------------------------------------
Common Jeanne M. Anderson 114,000 1.0
Director
Common John C. Antenucci 1,186,475 10.3
President and Director
Common Stephen Carreker, Chairman of None Nil
The Board of Directors and CEO
Common Frederick G. Beisser 10,400 @
Chief Financial Officer, Secretary
Treasurer, and Director
Common Raymund E. O'Mara None Nil
Director
Common J. Gary Reed None Nil
Director
Common Robin Vail None Nil
Chief Financial Officer
All Directors and Officers
as a group (7 persons) 1,310,875 11.3%
</TABLE>
NOTES:
@ 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., 200 West Forsyth Street, Suite 800, Jacksonville, FL 32202.
2. The number of shares beneficially owned does not include 2,667,439
shares which may be acquired under Non Qualified Stock Options held by
Officers and Directors of the Company. Such shares and management
personnel holding them are: Ms. Anderson, 136,000; Mr. Antenucci,
740,042 Mr. Carreker, 952,092; Mr. Beisser, 350,754 shares; Mr.
O'Mara, 2,500 shares; Mr. Reed, 486,052 shares and Mr. Vail, 360,000.
3. If the options denoted in Note 2, above, were exercised, Directors and
Officers would have the following percentages of outstanding common
stock: Ms. Anderson, 1.8 percent; Mr. Antenucci 13.6 percent; Mr.
Beisser, 2.5 percent; Mr. Carreker 6.7 percent; Mr. O'Mara, less than
1%; Mr. Reed, 3.4 percent, Mr. Vail 2.5 percent and Officers and
Directors as a group, 28.1 percent.
2
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Related party transaction. Mr. Antenucci is a minority partner in the
organization that owns the facilities leased by PlanGraphics, Inc. in Frankfort,
Kentucky, at an annual lease cost of approximately $327,000 per year for 20,500
square feet. The lease, which exceeds average fair market values in Frankfort,
Kentucky by approximately 20 percent was originally entered into by the
Company's subsidiary, PlanGraphics, Inc., in 1995 prior to its acquisition by
the Company. At the time the lease was entered into the lease rate exceeded the
fair market value for similar facilities in the area, but was considered non the
less to be in the best interests of PlanGraphics, Inc. by its Board of
Directors.
MATTERS FOR SHAREHOLDER VOTE
1. ELECTION OF DIRECTORS
The Board of Directors recommends the election as Directors of the six nominees
, Jeanne M. Anderson, John C. Antenucci, Frederick G. Beisser, Stephen Carreker,
Raymund E. O' Mara, and J. Gary Reed, listed below. Directors hold office until
the next Annual Meeting of Shareholders (tentatively scheduled for June 4, 1999)
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. At present, the number of Directors of the
Company has been set at seven by the Company's Board of Directors. The Board of
Directors anticipates filling the vacancy prior to the end of the fiscal year.
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.
Directors and Officers
Name Age Position
---- --- --------
Jeanne M. Anderson 46 Director
John C. Antenucci 51 Vice Chairman, President and Director
Frederick G. Beisser 55 Vice President - Finance and
Administration, Secretary,
Treasurer and Director
Stephen Carreker 47 Chairman, CEO and Director
Raymund E. O'Mara 56 Director
J. Gary Reed 49 Director
Robert ("Robin") S. Vail 55 Chief Financial Officer
The Board of Directors met 14 times during the 1997 fiscal year; no director
participated in fewer than 75 percent of the meetings during his or her term.
The Company has an audit committee comprised of Mr. Carreker, Mr. O'Mara and Ms.
Anderson; and a compensation committee comprised of Mr. O'Mara and Ms. Anderson.
Presently it does not have a standing nominating committee or committee
performing equivalent functions.
3
<PAGE>
Biographical Sketch of Nominees and Executive Officers
Ms. Jeanne M. Anderson, retired, is a former President and CEO of the Company.
She served as President and Chief Executive Officer from October 1, 1991 through
December 31, 1996. She was Chairman of the Board of Directors from January 1,
1997 through October 2, 1997 and has been a Director of the Company continuously
since 1987.
Mr. John C. Antenucci, President, was appointed a director on November 3, 1997.
He is the founder of, and has been president and CEO of PlanGraphics, Inc. since
1979. He is a former president of AM/FM International, a professional
association for utility industry users of GIS. He is also a former member of the
National Academy of Sciences Advisory Committee for Mapping Sciences, an advisor
to Ohio State University's Center for Mapping and editor of a leading textbook
on geographic information systems. Mr. Antenucci holds an MS in Civil
Engineering/Water Resources from Catholic University of America in Washington,
DC and a Bachelor of Civil Engineering from the same institution.
Mr. Frederick G. Beisser, Vice President - Finance and Administration, joined
the Company as Chief Financial Officer in July 1990 and was promoted to his
present position on March 28, 1997. He was appointed to the Board of Directors
in March 1991, at which time he became Treasurer and was appointed Secretary on
October 1, 1991. Mr. Beisser is a Colorado Certified Public Accountant.
Previously he headed Budget & Cost Analysis for the Air Force Accounting &
Finance Center in Denver, Colorado, from 1985 to 1989. He held Air Force budget
management positions in Europe, and controller and accounting positions with the
Air Force in the United States and abroad. 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 a diploma from the Air War College.
Mr. Stephen Carreker, Chairman and CEO, became a director of the Company on
December 12, 1995. He was Director of Strategic Planning until he became
President and Chief Executive Officer effective January 1, 1997. On October 2,
1997 he became Chairman and CEO. Prior to joining the Company he was manager of
the geographic information systems department of IDS/IBM Manama, Bahrain; was
Vice President, Geonex Corporation, Inc., and 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. Raymund E. O'Mara was appointed a director on November 3, 1997. He is a
principal with Booz Allen & Hamilton, consultants since 1996. Prior to joining
Booz Allen & Hamilton Mr. O' Mara was vice president of Mason and Hanger
Company, Lexington, Kentucky from 1994 to 1996. Mr. O'Mara retired from the
United States Air Force in 1994 with the rank of major general; from 1993 until
his retirement he was Director, Defense Mapping Agency, Bethesda, Maryland and
prior to that was Vice Commander in Chief, Atlantic Command, Norfolk, Virginia
for two years. Mr. O'Mara holds a Master of Arts from State University of New
York at Plattsburgh, NY and BS in Electrical Engineering from the New Jersey
Institute of Technology at Newark.
Mr. J. Gary Reed, Chief Operating Officer of PlanGraphics, Inc. was appointed a
director on November 3, 1997. He has been employed with PlanGraphics in several
capacities since 1995. Prior to joining them he held several executive positions
during a 15-year career with Geonex Corporation and was named President of the
corporation in 1994. Mr. Reed holds an MBA from the Keller Graduate School of
Management in Chicago and a BS in Biology from Virginia Polytechnic Institute
and State University in Blacksburg, Virginia.
Mr. Robert ("Robin") S. Vail, became Chief Financial Officer of the Company on
March 18, 1998. A certified public accountant, he was previously Director of
Operations for Price Waterhouse in Houston, TX from 1990 until joining the
Company. Prior to that he was a mergers and acquisitions consultant and has held
positions as chief financial officer, CPA firm partner, vice president--finance
& administration. Mr. Vail holds a Master of Accountancy from Florida State
University and a Bachelor of Business Administration from the University of
Georgia.
All directors hold office until the next annual meeting of shareholders and
serve until their successors are duly elected and qualified or until their
earlier death, resignation or removal.
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 that with
the exception of Mr. Antenucci, 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. Mr. Antenucci's Form 3 was not timely filed with the
Securities and Exchange Commission.
4
<PAGE>
Compensation of Directors and Officers
The following table sets forth information concerning the cash compensation paid
and accrued by the Company for services rendered during the fiscal year ending
September 30, 1997, to the CEO and other executive officers of the Company who
had aggregate compensation exceeding $100,000. Ms. Anderson was President and
CEO through December 31, 1996. Mr. Carreker became President and CEO on January
1, 1997. On November 3, 1997 the position of President was assumed by Mr.
Antenucci while Mr. Carreker remained CEO and became Chairman of the Board of
Directors. Eight days of compensation was paid to Mr. Antenucci as an employee
of DCX, Inc. during fiscal year 1997 subsequent to the acquisition of
PlanGraphics, Inc. although the table, below, reflects his entire compensation
during the year. Robin Vail became Chief Financial Officer subsequent to
September 30, 1997 and, accordingly does not appear in the table below.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards
- ----------------------------------------------------------------- -----------------------------------------------
Name and Other Restricted Stock All Other
Principal Annual Comp- Stock Options Compen-
Position Year Salary ($) Bonus ensation Awards (#) sation ($) @
---------- ---- ---------- ----- ---------- ------ ------- ------------
<S> <C> <C> <C> <C> <C> <C>
Jeanne M. 1997 $ 48,317 - $58,000# - 111,000 $ 435
Anderson 1996 116,018 - - - - 1,740
1995 116,018 - - - 75,000 1,740
Stephen 1997 $ 106,958 - - - 660,622 -
Carreker
John C.
Antenucci 1997 $114,500 - 20,407* - 531,851 2,361
</TABLE>
# Amount of $58,000 Other Annual Compensation represents severance
payment in connection with Ms. Anderson's resignation as President and
CEO.
* Amount of Other Annual Compensation represents payment of certain
deferred compensation accrued in prior fiscal years for Mr. Antenucci.
@ Amounts of All Other Compensation represent the Company's employer
contribution to 401K Retirement Savings Accounts.
The Company granted a total of 175,000 stock options to officers of the Company
during fiscal year 1995 under the 1991 Stock Option Plan. None were granted in
fiscal year 1996. A total of 30,000 stock options were issued to officers of the
Company under the 1991 Stock Option Plan during fiscal year 1997. In addition,
the Company granted 1,490,000 incentive stock options in connection with
officers' employment agreements and 61,000 performance options to a director
during the fiscal year. As a result of antidilution provisions in employment
agreements, 380,657 additional options were granted to officers of the Company
during FY 1997.
5
<PAGE>
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees In Exercise or Base Expiration
Name Granted Fiscal Year Price ($/Sh) Date
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Jeanne M. 61,000 1.9% $1.125/Share March 27, 2002
Anderson 50,000(3) 1.4% $0.71875/Share January 28, 1998
Stephen 30,000 0.8% $0.9375/Share January 6, 2002
Carreker 380,000(1) 10.9% $1.125/Share March 28, 2002
280,622(2) 8.0% $1.125/Share March 28, 2002
John C 525,000(1) 15.0% $1.75/Share September 30, 2000
Antenucci 6,851(2) 0.2% $1.75/Share September 30, 2000
</TABLE>
1. Grants to Messrs. Carreker and Antenucci in connection with their
employment agreements consist of fully vested options of 200,000 and
300,000 shares, respectively, which are immediately exercisable, and
performance options of 180,000 and 225,000 shares, respectively, which
vest 35%, 35%, and 30% upon attainment of certain management goals
over each of the ensuing three fiscal years respectively.
2. Messrs. Carreker and Antenucci also became entitled to antidilution
options 280,622 and 6,851 shares, respectively as of fiscal year end,
fully vested or subject to performance vesting in proportion to the
allocation of vested /performance shares in their original option.
3. Grant was an extension of a previous grant of 50,000.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Value of Unexercised
Unexercised In-The-Money
Stock Options Stock Options
at FY-End (#) at FY-End ($)
Shares acquired Value Exercisable/ Exercisable/
Name on Exercise (#) Realized ($) Unexercisable Unexercisable
- --------- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Jeanne M.
Anderson
Former Presi- - - 125,000/61,000 (1) $ 320,188/69,625
Dent & CEO
Stephen
Carreker
Chairman & CEO - - 510,622/180,000 $ 254,200/202,500-
John C.
Antenucci, Vice
Chairman & President - - 306,851/225,000 $ -0-/-0-
</TABLE>
1. 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
$1.21875; additional options for 75,000 shares were granted on April
19, 1995 under the 1991 Plan at $.71875. Both grants were at fair
market value; no options have been exercised to date. The grant from
1992 was extended from its original expiration date of May 13, 1997 to
January 31, 1998.
2. Mr. Carreker was granted options for 30,000 shares of DCX common stock
under the Company's 1991 Stock Option plan on January 2, 1997 at a
price of $1.125. In connection with his employment agreement he
received fully vested stock options for 200,000 shares of the
Company's common stock awarded effective January 7, 1997. In addition
Mr. Carreker is entitled to 280,622 antidilution options related to
his employment agreement.
3. Mr. Antenucci received fully vested stock options for 300,000 of DCX
common stock at a price of $1.75 in connection with his employment
agreement on September 22, 1997. In addition, Mr. Antenucci is
entitled to 6,851 antidilution options related to his employment
agreement.
6
<PAGE>
The Company does not have a long term incentive plan or a defined benefit or
actuarial form of pension plan.
Employment Agreements.
Messrs. Carreker, Antenucci and Vail entered into three-year employment
agreements effective January 2, 1997, September 22, 1997, and March 18, 1998,
respectively, at salaries of $175,000 (Carreker and Antenucci) and $120,000
(Vail) per year with provisions for bonuses of up to 21% of base salary if
certain goals are achieved. The executives received fully vested stock options
for 200,000 shares for Mr. Carreker, 300,000 for Mr. Antenucci, and 200,000 for
Mr. Vail with performance options for 180,000, 225,000, and 160,000 shares
respectively, which vest upon attainment of certain performance goals. In
addition, Mr. Antenucci received a one-time advance payment of $50,000 of his FY
1998 salary for entering into the agreement. The employment agreements renew
automatically for a term of three years if the Company does not terminate the
agreements by December 31, 1999 (Carreker), June 30, 2000 (Antenucci) or
December 31, 2000 (Vail), unless earlier terminated under the terms of the
Agreement. Messrs. Carreker, Antenucci and Vail are entitled to continued base
compensation for three years following date of termination if not for death,
disability, cause, voluntary resignation other than constructive termination or
the expiration of the agreement's term; if termination is for one of these
reasons then all benefits including salary are continued for 18 months for
Carreker and Antenucci and no benefits for Vail. Mr. Antenucci is entitled to a
three year consulting period at one half of average annual salary for the
immediately preceding 36 month period should he exercise his option to terminate
his employment voluntarily after June 30, 2000.
Director Compensation.
Directors who are employees of the Company do not receive any additional
compensation above their full time employment compensation. Nonemployee
directors receive reimbursement of expenses incurred in carrying out their
duties. During the fiscal year the Company did not have a standard compensation
arrangement other than reimbursement of actual expenses for non-employee
directors. Ms. Anderson, a non-employee director, received $6,800 for her
services as a director during fiscal year 1997. Mr.
O'Mara was not a director during fiscal year 1997.
For future service as a non-employee director beginning with the Annual
Shareholders' Meeting on June 25, 1998, the Board of Directors has approved a
standard compensation plan which provides for the following: $1,000 per regular
board meeting attended in person, $250 per scheduled telephonic board or
standing committee meeting; there is no additional remuneration for committee
meetings held in conjunction with regular board meetings. Each non-employee
director will upon beginning a new service year at the Annul Meeting, receive
five-year options to acquire 10,000 shares of the Company's common stock with an
exercise price equal to the closing price on the date of the Annual Meeting or
closest date which had trading if markets were then closed and vesting one year
from date of grant provided that the non-employee director attended not less
than 75% of scheduled Board meetings. In addition, non-employee directors
receive reimbursement for reasonable expenses related to travel, lodging and
meals and other costs incurred in connection with their duties as a director.
2. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY
The Board of Directors has approved, subject to approval of the stockholders at
the Annual Meeting, the change of the Company's name from DCX, Inc. to
Integrated Spatial Information Solutions, Inc., by adopting an amendment (the
"Amendment") to Article I of the Articles of Incorporation of the Company. It is
intended that proxies will be voted for approval of the Amendment unless
otherwise directed by stockholders.
There are two primary reasons for changing the name of the Company. First, the
Company sold its prior defense subcontracting manufacturing business in 1997. As
part of the sale, the buyer purchased rights to the DCX name, and the Company
agreed to change its name. Therefore the Company has a contractual obligation to
change its name.
Second, the Company has redirected its strategic business plan and moved
aggressively into the Geographic Information Systems ("GIS") industry through
its acquisition of the industry leading and well respected PlanGraphics, Inc. in
September, 1997. GIS is the term used to describe the systematic collection and
management of spatial and other information using computers and other advanced
technologies.
7
<PAGE>
The Company's objective is to build an integrated company in the geographic
information systems ("GIS") business. The Company intends to build on the
industry position of PlanGraphics to consolidate a number of GIS service and
product organizations and provide full service design, implementation, and
operation of GIS computer systems and databases.
The Board believes the DCX name is associated with the defense subcontracting
business, and the Company is no longer engaged in that business. The Board also
believes the new name will help to build awareness of the new direction of the
Company's business plans, and signify its decision to build an integrated
company in the business.
The affirmative vote of the holders of at least a majority of the shares of the
Company's common stock represented at the meeting and entitled to vote is
required to adopt the Amendment.
The Amendment does not change any rights in respect of the authorized shares of
capital stock of the Company. Article I of the Articles of Incorporation would
be amended in its entirety to read as follows:
The name of the Corporation is Integrated Spatial Information Solutions, Inc.
The Board of Directors has unanimously approved and recommends that stockholders
vote FOR Item 2.
3. PROPOSAL TO APPROVE THE EQUITY COMPENSATION PLAN
The Board of Directors recommends approval of the Equity Compensation Plan
("Equity Compensation Plan") which the Board approved on October 31, 1997. The
purpose of the Equity Compensation Plan is to attract and retain directors,
officers, other employees and consultants of the Company and its subsidiaries
and to provide such persons with incentives to continue in the long-term service
of the Company and to create in such persons a more direct interest in the
future success of the operations of the Company by relating incentive
compensation to increases in stockholder value. The Board believes the Equity
Compensation Plan encourages recipients of stock option grants to promote the
best interests of the Company by offering them incentives and rewards in
recognition of their share in the Company's progress.
The affirmative vote of the holders of at least a majority of the shares of the
Company's common stock represented at the meeting and entitled to vote is
required to approve the Equity Compensation Plan.
A copy of the Equity Compensation Plan is included as Appendix A to this Proxy
Statement.
Summary of the Equity Compensation Plan
The following summary describes the principal features of the Equity
Compensation Plan. This summary is qualified in its entirety by reference to the
specific provisions of the Equity Compensation Plan, the full text of which
accompanies this Proxy Statement as an appendix.
Administration. The Equity Compensation Plan will be administered by the
Incentive Plan Committee composed entirely of non-employee directors of the
Company as appointed from time to time by the Board of Directors of the Company.
However, awards to non-employee directors of the Company , if any, shall be
determined by the Board of Directors.
Structure. The Equity Compensation Plan is divided into three separate programs:
1. Discretionary Stock Option Grant Program under which eligible persons may, at
the discretion of the Incentive Plan Committee or the Board of Directors, be
granted Stock Options. 2. The Restricted Stock Program, under which eligible
persons may, at the discretion of the Committee or the Board, be granted rights
to receive shares of Common Stock, subject to certain restrictions; and 3. The
Supplemental Bonus Program under which eligible persons may, at the discretion
of the Incentive Plan Committee or the Board, be granted a right to receive
payment, in cash, shares of common stock, or a combination thereof, of a
specified amount.
Eligibility. Options, restricted stock or supplemental bonuses may be granted in
the Incentive Plan Committee's discretion to Officers (4), other employees of
the Company or its subsidiaries (approximately 70), and consultants (5) of the
Company or its subsidiaries. The Board may make grants to non-employee directors
(2).
8
<PAGE>
Effective Date and Term of the Plan. This Equity Compensation Plan became
effective on the Plan Effective Date, which was the date of Board approval,
October 31, 1997. The Plan terminates ten years after such date or upon
termination of all outstanding awards in connection with a change in control,
whichever is earlier.
Shares available under the Plan. The maximum number of shares of common stock
under the plan shall not in aggregate exceed 4,000,000, which may be common
stock of original issuance or treasury stock or a combination thereof. This
authorization shall be increased automatically on each succeeding annual
anniversary date of the Plan Effective Date by an amount of shares equal to that
number of shares equal to one-half of one percent of the Company's then issued
and outstanding shares of common stock. No more than 3,500,000 shares may be
issued in connection with Incentive Stock Options. Unused and forfeited stock
from awards wherein the terms were not met and shares of common stock received
by the Company in payment of option fees or withholding taxes automatically
become available for use under the Plan. Appropriate adjustments shall be made
to the number and classes of securities issuable and awards outstanding under
the Plan in the event of stock splits, stock dividends, recapitalizations and
exchange of shares or other change affecting the outstanding common stock.
Terms of Grant. Each option shall expire not more than ten years from the date
of grant, and the terms of thef option grant shall specify the number of shares
and the option price per share and the form of payment and be reduced to a
written stock option agreement executed by an officer of the Company. Incentive
Stock Options shall be granted only to employees of the Company or a subsidiary
and the exercise price shall be not less than fair market value; grants to an
employee who is a ten percent holder shall be priced at not less than 110
percent of the fair market value and the option term may not exceed five years
from the date of grant. Options are not transferable except by will or laws of
descent and distribution and generally may be exercised only by the optionee
only during existence of his relationship with the Company with certain
exceptions. Termination of an optionee's relationship for other than death,
disability or retirement results in immediate termination of the option; upon
death or disability Incentive Stock Options held by the optionee become
immediately exercisable and remain so for a period of 12 months following such
termination of the relationship; and finally, upon retirement an optionee's
Incentive Stock Options shall remain exercisable for a period of three months
from his retirement date. The Company receives no consideration for the grant of
options to employees under the Plan, but may issue options as consideration for
consulting services.
Transferability. During the lifetime of an optionee, Incentive Stock Options are
exercisable only by the optionee and are not assignable or transferable. Upon
death prior to expiration of the option grant term, the option may be exercised
by the personal representative of the optionee's estate or by the person to whom
the option was transferred by his will or per laws of descent and distribution.
Upon approval by the Board the optionee may assign a non-statutory stock option
to his immediate family member or to a trust for such family member(s).
Federal Income Tax. The Company's obligation to deliver shares of Common Stock
upon exercise of Stock Options under this plan are subject to satisfaction of
all applicable federal, state and local income and employment tax withholding
requirement. Accordingly, it may withhold or secure from other compensation
payable to a participant any taxes required to satisfy its obligations
therefore. Amendment. The Incentive Plan Committee or the Board will have the
authority to amend or modify the Equity Compensation Plan unless shareholder
approval is required under applicable law, provided that any amendment that
would materially modify: the number of shares which may be issued or the
requirements as to participation, or materially increase the benefits accruing
to participants will require shareholder approval.
The Board of Directors has granted stock options under the Plan for the purchase
of a total of 1,770,197 shares of the Company's Common Stock (No Par Value).
These options were granted :
In exchange for 95,334 options previously issued by the Company's
subsidiary PlanGraphics, Inc. exchanged pursuant to the Acquisition
Agreement, at a price of $1.00 per share with an expiration date of
June 25, 2002.
In exchange for 27,535 options previously issued by the Company's
subsidiary PlanGraphics, Inc. and exchanged pursuant to the Acquisition
Agreement, at a price of $0.58 per share with an expiration date of
June 25, 2002.
In exchange for 12,238 options previously issued by the Company's
subsidiary PlanGraphics, Inc. and exchanged pursuant to the Acquisition
Agreement at a price of $1.75 per share with an expiration date of June
25, 2002.
765,000 to certain employees of the Company's subsidiary, PlanGraphics,
Inc., at a price of $1.75 per share pursuant to employment agreements
executed in connection with the Acquisition Agreement and having an
expiration date of September 22, 2002.
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Consideration to be received by the Company upon exercise of any such options
will be in the form of cash or a bank check for readily available funds.
The market value as of April 20, 1998 of the underlying common stock for the
above stock option grants was $1.6875 per share, or a total of $1,518,931.
Federal Income Tax Consequences. The tax treatment of Non-Statutory Stock
Options (NSOs) differs significantly from the tax treatment of Incentive Stock
Options (ISOs). No taxable income is recognized when an NSO is granted, but upon
exercise of an NSO, the difference between the exercise price and the fair
market value of those shares at date of exercise is taxable as ordinary income
to the optionee and is generally deductible by the Company. The fair market
value of the shares on the date of exercise then becomes the tax basis for
computing gain or loss on any subsequent sale. No taxable income is recognized
when an ISO is granted and, generally, no taxable income is recognized upon
exercise of an ISO unless the alternative minimum tax applies. However, a Plan
participant who exercises an ISO recognizes taxable gain or loss upon the
subsequent sale of the shares underlying the option. Any such gain or loss is
taxed as capital gain or loss provided that the shares have been held for more
than one year after exercise of the option and two years after the option was
granted. Earlier sale of the shares (a "disqualifying disposition") is taxed as
for an NSO with ordinary income on exercise of the option recognized in the year
of disqualifying disposition and generally is the lesser of the original spread
upon exercise or the excess of the amount realized in the sale of the stock over
the original option price. If a participant is subject to the alternative
minimum tax, his ISO is treated as if it were an NSO.
NEW PLAN BENEFITS
Equity Compensation Plan
Name and Position Dollar Value ($) Number of Units
- -------------------------------------------------------------------------------
CEO 0 0
John C. Antenucci 918,750 525,000(1)
President and Director 11,989 6,851(2)
160,820 91,897(3)
209,949 115,994(4)
---------- ---------
Executive Group Total 1,301,508 739,742
Raymund E. O'Mara 10,708 6,119(5)
J. Gary Reed 603,750 345,000(1)
4,500 7,875(2)
105,634 60,362(3)
137,904 76,190(4)
---------- ---------
Non-Executive Director Group Total 862,496 495,546
Non-Executive Officer Employee Group 1,460,262 893,988
1. These options were granted on October 30, 1997 in connection with the
employment agreements executed by the Company with Mr. Antenucci as
President and with Mr. Reed as Chief Operating Officer of
PlanGraphics, Inc. pursuant to the Acquisition Agreement with
PlanGraphics, Inc. The options consist of immediately fully vested
options (300,000 for Antenucci and 200,000 for Reed) and the balance
vests in accordance with attainment of certain management goals. The
options are valid for three years from date of grant.
2. These options were granted on October 30, 1997 pursuant to the
antidilution rights clause in the employment agreements of Antenucci
and Reed based on the issuance of additional common stock for the
period from date of acquisition of PlanGraphics, Inc. and September
30, 1997 and are valid for three years from date of grant.
3. These options were granted on February 23, 1998 pursuant to the
antidilution rights clause in the employment agreements of Antenucci
and Reed for the issuance of additional common stock during the
Company's first fiscal quarter and are valid for three years from date
of grant.
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4. These options were granted March 31, 1998 pursuant to the antidilution
rights clause in the employment agreements of Antenucci and Reed for
the issuance of additional common stock during the Company's second
fiscal quarter and are valid for three years from date of grant.
5. These options were issued in exchange for PlanGraphics, Inc. options
which had been granted to Mr. O'Mara while he was a director of
PlanGraphics, Inc. The exchange was pursuant to the acquisition
agreement with PlanGraphics, Inc.
Current non-employee director option benefits. See discussion at Director
Compensation under Item 1, Election of Directors, supra.
The Board of Directors has unanimously approved and recommends that stockholders
vote FOR item 3.
4. 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 firm of BDO Seidman, LLP, Certified Public Accountants, audited the
financial statements of the Company for the period ended September 30, 1997, 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 LLP is
expected to be present at the annual meeting and will have the opportunity to
make a statement and to respond to appropriate questions.
Proposals by Shareholders of the Company to be presented at the Annual Meeting
of Shareholders to be held for its fiscal year ended 1998, must be received by
the Board of Directors of the Company no later than December 30, 1998 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
Jacksonville, Florida
May 20, 1998
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Appendix A.
DCX, Inc.
EQUITY COMPENSATION PLAN
ARTICLE I
PURPOSE
The purpose of the DCX, Inc. Equity Compensation Plan (the "Plan") is to
attract and retain directors, officers, other employees and consultants of DCX,
Inc. and its Subsidiaries and to provide such persons with incentives to
continue in the long-term service of the Company and to create in such persons a
more direct interest in the future success of the operations of the Company by
relating incentive compensation to increases in stockholder value.
ARTICLE II
STRUCTURE OF THE PLAN
The Plan is divided into three separate programs:
A. The Discretionary Stock Option Grant Program under which eligible persons
may, at the discretion of the Committee or the Board, be granted Stock
Options;
B. The Restricted Stock Program under which eligible persons may, at the
discretion of the Committee or the Board, be granted rights to receive
shares of Common Stock, subject to certain restrictions; and
C. The Supplemental Bonus Program under which eligible persons may, at the
discretion of the Committee or the Board, be granted a right to receive
payment, in cash, shares of Common Stock, or a combination thereof, of a
specified amount.
ARTICLE III
DEFINITIONS
As used in this Plan:
"10% Stockholder" shall mean any owner of stock (as determined under
Section 424(d) of the Code) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Subsidiary.
"Award" shall mean a grant made under this Plan in the form of Stock
Options, Restricted Stock or Supplemental Bonuses.
"Board" shall mean the Company's Board of Directors.
"Change in Control" shall mean a change in ownership or control of the
Company effected through any of the following transactions:
(i) the acquisition, directly or indirectly by any person or group
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act)
other than a trustee or other fiduciary holding securities under an
employee benefit plan of the Company, of beneficial ownership (within
the meaning of Rule 13d-3 of the Exchange Act) of securities possessing
more than thirty percent (30%) of the total combined voting power of
the Company's outstanding securities;
(ii) a change in the composition of the Board over a period of eighteen
(18) consecutive months or less such that fifty percent (50%) or more
of the Board members cease to be directors who either (A) have been
directors continuously since the beginning of such period or (B) have
been unanimously elected or nominated by the Board for election as
directors during such period;
(iii) a stockholder-approved merger or consolidation to which the
Company is a party and in which (A) the Company is not the surviving
entity or (B) securities possessing more than thirty percent (30%) of
the total combined voting power of the Company's outstanding securities
are transferred to a person or persons different from the persons
holding those securities immediately prior to such transaction; or
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(iv) the sale, transfer or other disposition of all or substantially
all of the Company's assets in complete liquidation or dissolution of
the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" shall mean the Employee Committee and/or the Incentive Plan
Committee, as applicable.
"Common Stock" shall mean the Company's common stock, no par value.
"Company" shall mean DCX, Inc.
"Date of Grant" shall mean the date specified by the Committee on which a
grant of an Award shall become effective, which shall not be earlier than the
date on which the Committee takes action with respect thereto.
"Employee" shall mean an individual who is in the employ of the Company or
any Subsidiary.
"Employee Committee" shall mean a committee composed of at least one member
of the Board of Directors who may, but need not, be a Non-Employee Director. The
Employee Committee is empowered hereunder to grant Awards to Eligible Employees
who are not directors or "officers" of the Company as that term is defined in
Rule 16a-1(f) of the Exchange Act nor "covered employees" under Section 162(m)
of the Code, and to establish the terms of such Awards at the time of grant, but
shall have no other authority with respect to the Plan or outstanding Awards
except as expressly granted by the Plan.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" of a share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:
(i) If the Common Stock is at the time listed on any stock
exchange, or traded on the Nasdaq National Market, or any other
securities trading market that reports daily the closing selling price
per share of Common Stock, the Fair Market Value shall be deemed equal
to the closing selling price per share of Common Stock on the date in
question on the stock exchange or other securities trading market
determined by the Committee to be the primary market for the Common
Stock, as such price is officially quoted on such exchange or trading
market.
(ii) If there is no closing selling price for the Common Stock
on the date in question, or if the Common Stock is neither listed on a
stock exchange or traded on a securities trading market that reports
daily the closing selling price per share of the Common Stock, then the
Fair Market Value shall be deemed to be the average of the
representative closing bid and asked prices on the date on question as
reported by the Nasdaq Stock Market or other reporting entity selected
by the Committee.
(iii) In the event the Common Stock is not traded publicly,
the Fair Market Value of a share of Common Stock shall be determined,
in good faith, by the Committee after such consultation with outside
legal, accounting and other experts as the Committee may deem
advisable, and the Committee shall maintain a written record of its
method of determining such value.
"Incentive Plan Committee" shall mean a committee consisting entirely of
Non-Employee Directors of the Board, who are empowered hereunder to take all
action required in the administration of the Plan and the grant and
administration of Awards hereunder. The Incentive Plan Committee shall be so
constituted at all times as to permit the Plan to comply with Rule 16b-3 or any
successor rule promulgated under the Exchange Act. Members of the Incentive Plan
Committee shall be appointed from time to time by the Board, shall serve at the
pleasure of the Board and may resign at any time upon written notice to the
Board. Notwithstanding the foregoing, at any time that there are fewer than two
Non-Employee Directors on the Board or when no Incentive Plan Committee has been
appointed by the Board, all powers of the Incentive Plan Committee shall be
vested in the Board.
"Incentive Stock Option" shall mean a Stock Option that (i) qualifies as an
"incentive stock option" under Section 422 of the Code or any successor
provision and (ii) is intended to be an incentive stock option.
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"Non-Employee Director" shall mean a director of the Company who meets the
definition of (i) a "non-employee director" set forth in Rule 16b-3 under the
Exchange Act, as amended, or any successor rule and (ii) an "outside director"
set forth in Treasury Regulation 1.162-27, as amended, or any successor rule.
"Non-Statutory Option" shall mean a Stock Option that (i) does not qualify
as an "incentive stock option" under Section 422 of the Code or any successor
provision or (ii) is not intended to be an incentive stock option.
"Optionee" shall mean the person so designated in an agreement evidencing
an outstanding Stock Option.
"Option Price" shall mean the purchase price payable by a Participant upon
the exercise of a Stock Option.
"Participant" shall mean a person who is selected by the Committee to
receive benefits under this Plan and (i) is at that time a director, officer or
other Employee of the Company or any Subsidiary, (ii) is at that time a
consultant or other independent advisor who provides services to the Company or
a Subsidiary, or (iii) has agreed to commence serving in any capacity set forth
in (i) or (ii) of this definition.
"Plan" shall mean the Company's Equity Incentive Plan as set forth herein.
"Plan Effective Date" shall mean October 31, 1997, the date on which this
Plan was approved by the Company's Board of Directors.
"Redemption Value" shall mean the amount, if any, by which the Fair Market
Value of one share of Common Stock on the date on which the Stock Option is
exercised exceeds the Option Price for such share.
"Restricted Stock" shall mean shares of Common Stock granted under Article
VII that are subject to restrictions imposed pursuant to said Article.
"SEC" shall mean the U.S. Securities and Exchange Commission and any
successor thereto.
"Stock Option" shall mean a right granted under the Plan to a Participant
to purchase Common Stock at a stated price for a specified period of time.
"Subsidiary" shall mean a corporation, partnership, joint venture,
unincorporated association or other entity in which the Company has a direct or
indirect ownership or other equity interest; provided, however, for purposes of
determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options, "Subsidiary" means any subsidiary corporation of the
Company as defined in Section 424(f) of the Code.
"Supplemental Bonus" shall mean the right to receive payment in cash of an
amount determined pursuant to Article IX of this Plan.
"Term" shall mean the length of time during which a Stock Option may be
exercised.
ARTICLE IV
ADMINISTRATION OF THE PLAN
A. Delegation to the Committee. This Plan shall be administered by the
Incentive Plan Committee. References herein to the "Committee" shall mean the
Employee Committee and/or the Incentive Plan Committee, as applicable.
References herein to the Incentive Plan Committee refer solely to the Incentive
Plan Committee.
Members of the Incentive Plan Committee and the Employee Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The action of a majority of the members of the Incentive
Plan Committee and the Employee Committee present at any meeting, or acts
unanimously approved in writing, shall be the acts of the Incentive Plan
Committee and the Employee Committee, respectively.
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B. Powers of the Committee. The Incentive Plan Committee shall have
full power and authority, subject to the provisions of this Plan, to establish
such rules and regulations as it may deem appropriate for proper administration
of this Plan and to make such determinations under, and issue interpretations
of, the provisions of this Plan and any outstanding Awards as it may deem
necessary or advisable. In addition, the Incentive Plan Committee shall have
full power and authority to administer and interpret the Plan and make
modifications as it may deem appropriate to conform the Plan and all actions
pursuant to the Plan to any regulation or to any change in any law or regulation
applicable to this Plan.
C. Actions of the Committee. All actions taken and all interpretations and
determinations made by the Committee in good faith (including determinations of
Fair Market Value) shall be final and binding upon all Participants, the Company
and all other interested persons. No director or member of the Committee shall
be personally liable for any action, determination or interpretation made in
good faith with respect to the Plan, and all directors and members of the
Committee shall, in addition to their rights as directors, be fully protected by
the Company with respect to any such action, determination or interpretation.
D. Awards to Officers and Directors.
1. All Awards to officers shall be determined by the Incentive Plan
Committee. If the Incentive Plan Committee is not composed as prescribed in the
definition of Incentive Plan Committee in Article III, the Board shall have the
right to take such action with respect to any Award to an officer as it deems
necessary or advisable to comply with Rule 16b-3 of the Exchange Act and any
related rules, including but not limited to seeking stockholder ratification of
such Award or restricting the sale of the Award or any shares of Common Stock
underlying the Award for a period of six-months.
2. Discretionary awards to Non-Employee Directors, if any, shall be
determined by the Board.
ARTICLE V
ELIGIBILITY
A. Discretionary Stock Option Grant Program, Restricted Stock Program and
Supplemental Bonus Program. The persons eligible to participate in the
Discretionary Stock Option Grant Program, the Restricted Stock Program and
the Supplemental Bonus Program are as follows:
1. Employees of the Company or a Subsidiary;
2. Members of the Board; and
3. Consultants and other independent advisors who provide services to
the Company or a Subsidiary.
B. Selection of Participants. The Committee shall from time to time
determine the Participants to whom Awards shall be granted pursuant to the
Discretionary Stock Option Grant Program, the Restricted Stock Program and
the Supplemental Bonus Program.
ARTICLE VI
SHARES AVAILABLE UNDER THE PLAN
A. Maximum Number. The number of shares of Common Stock issued or
transferred and covered by outstanding awards granted under this Plan shall not
in the aggregate exceed 4,000,000 shares of Common Stock, which may be Common
Stock of original issuance or Common Stock held in treasury, or a combination
thereof. This authorization shall be increased automatically on each succeeding
annual anniversary of the Plan Effective Date by an amount equal to that number
of shares equal to one-half of one percent of the Company's then issued and
outstanding shares of Common Stock. The shares may be divided among the various
Plan components as the Incentive Plan Committee shall determine, except that no
more than 3,500,000 Shares shall be issued in connection with the exercise of
Incentive Stock Options under the Plan. Any portion of the shares added on each
succeeding anniversary of the Plan Effective Date which are unused during the
Plan year beginning on such anniversary date shall be carried forward and be
available for grant and issuance in subsequent Plan years, while up to 100% of
the shares to be added in the next succeeding Plan year (calculated on the basis
of the current Plan year's allocation) may be borrowed for use in the current
Plan year. Shares of Common Stock that may be issued upon the exercise of Stock
Options shall be applied to reduce the maximum number of shares remaining
available for use under the Plan. The Company shall at all times during the term
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of the Plan and while any Stock Options are outstanding retain as authorized and
unissued Common Stock, or as treasury Common Stock, at least the number of
shares of Common Stock required under the provisions of this Plan, or otherwise
assure itself of its ability to perform its obligations hereunder.
B. Unused and Forfeited Stock. The following shares of Common Stock shall
automatically become available for use under the Plan: (i) any shares of Common
Stock that are subject to an Award under this Plan that are not used because the
terms and conditions of the Award are not met, including any shares of Common
Stock that are subject to a Stock Option that expires or is terminated for any
reason, (ii) any shares of Common Stock with respect to which a Stock Option is
exercised that are used for full or partial payment of the Option Price, and
(iii) any shares of Common Stock withheld by the Company in satisfaction of the
withholding taxes incurred in connection with the exercise of a Non-Statutory
Option.
C. Capital Changes. If any change is made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Company's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan, (ii) the number and/or class of securities for which grants are
subsequently to be made pursuant to Article VI of this Plan, and (iii) the
number and/or class of securities then included in each Award outstanding
hereunder and the Option Price per share in effect under each outstanding Stock
Option under this Plan. Such adjustments to the outstanding Stock Options are to
be effected in a manner that shall preclude the enlargement or dilution of
rights and benefits under such Stock Options. The adjustments determined by the
Committee shall be final, binding and conclusive.
ARTICLE VII
DISCRETIONARY STOCK OPTION GRANT PROGRAM
A. Discretionary Grant of Stock Options to Participants. The Committee may
from time to time authorize grants to Participants of options to purchase shares
of Common Stock upon such terms and conditions as the Committee may determine in
accordance with the following provisions (in connection with any grants under
this paragraph VII.A to Non-Employee Directors, "Committee" shall mean the
entire Board of Directors):
1. Each grant shall specify the number of shares of Common Stock to
which it pertains;
2. Each grant shall specify the Option Price per share;
3. Each grant shall specify the form of consideration to be paid in
satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or
other cash equivalent acceptable to the Company, (ii) shares of Common Stock
that are already owned by the Optionee and have a Fair Market Value at the time
of exercise that is equal to the Option Price, (iii) shares of Common Stock with
respect to which a Stock Option is exercised, (iv) a recourse promissory note in
favor of the Company, (v) any other legal consideration that the Committee may
deem appropriate and (vi) any combination of the foregoing;
4. Any grant may provide for deferred payment of the Option Price from
the proceeds of sale through a broker of some or all of the shares of Common
Stock to which the exercise relates;
5. Any grant may provide that shares of Common Stock issuable upon the
exercise of a Stock Option shall be subject to restrictions whereby the Company
has the right or obligation to repurchase all or a portion of such shares if the
Participant's service to the Company is terminated before a specified time, or
if certain other events occur or conditions are not met;
6. Successive grants may be made to the same Participant regardless of
whether any Stock Options previously granted to the Participant remain
unexercised;
7. Each grant shall specify the conditions to be satisfied before the
Stock Option or installments thereof shall become exercisable, which conditions
may include a period or periods of continuous service by the Optionee to the
Company or any Subsidiary, the attainment of specified performance goals and
objectives, or the occurrence of specified events; as may be established by the
Committee with respect to such grant;
8. All Stock Options that meet the requirements of the Code for
incentive stock options shall be Incentive Stock Options unless (i) the option
agreement clearly designates the Stock Options granted thereunder, or a
specified portion thereof, as a Non-Statutory Option, or (ii) a grant of
Incentive Stock Options to the Participant would be prohibited under the Code or
other applicable law;
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9. Each grant shall specify the Term of the Stock Option, which Term
shall not be greater than 10 years from the Date of Grant; and
10. Each grant shall be evidenced by an agreement, which shall be
executed on behalf of the Company by any officer thereof and delivered to and
accepted by the Optionee and shall contain such terms and provisions as the
Committee may determine consistent with this Plan.
B. Special Terms Applicable to Incentive Stock Options. The following
additional terms shall be applicable to all Incentive Stock Options granted
pursuant to this Plan. Stock Options that are specifically designated as
Non-Statutory Options shall not be subject to the terms of this paragraph VII.B.
1. Incentive Stock Options shall be granted only to Employees of the
Company or a Subsidiary;
2. The Option Price per share shall not be less than the Fair Market
Value per share of Common Stock on the Date of Grant;
3. The aggregate Fair Market Value of the shares of Common Stock
(determined as of the respective Date(s) of Grant) with respect to which
Incentive Stock Options granted to any Employee under the Plan (or any other
plan of the Company or a Subsidiary) are exercisable for the first time during
any one calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000). To the extent the Employee holds two (2) or more such Stock Options
that become exercisable for the first time in the same calendar year, the
foregoing limitation on the treatment of such Stock Options as Incentive Stock
Options shall be applied on the basis of the order in which such Stock Options
are granted; and
4. If any Employee to whom an Incentive Stock Option is granted is a
10% Stockholder, then the Option Price per share shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock on
the Date of Grant, and the option Term shall not exceed five (5) years measured
from the Date of Grant.
ARTICLE VIII
RESTRICTED STOCK PROGRAM
A. Awards Granted. Coincident with or following designation for
participation in the Plan, a Participant may be granted one or more Restricted
Stock Awards consisting of shares of Common Stock. The number of shares granted
as a Restricted Stock Award shall be determined by the Committee.
B. Restrictions. A Participant's right to retain a Restricted Stock Award
granted to such Participant under Article VII.A shall be subject to such
restrictions, including but not limited to his or her continuous employment by
the Company for a restriction period specified by the Committee or the
attainment of specified performance goals and objectives, or the occurrence of
specified events, as may be established by the Committee with respect to such
Award. The Committee may in its sole discretion require different periods of
employment or different performance goals and objectives with respect to
different Participants, to different Restricted Stock Awards or to separate,
designated portions of the shares constituting a Restricted Stock Award.
C. Privileges of a Stockholder, Transferability. A Participant shall have
all voting, dividend, liquidation and other rights with respect to shares of
Common Stock in accordance with its terms received by him or her as a Restricted
Stock Award under this Article VIII upon his or her becoming the holder of
record of such shares; provided, however, that the Participant's right to sell,
encumber or otherwise transfer such shares shall be subject to the restrictions
established by the Committee with respect to such Award.
D. Enforcement of Restrictions. The Committee may in its sole discretion
require a legend to be placed on the stock certificates referring to the
restrictions referred to in paragraphs VIII.B and VIII.C., in order to enforce
such restrictions.
ARTICLE IX
SUPPLEMENTAL BONUS PROGRAM
A. Non-Statutory Stock Options. The Committee, at the time of grant or at
any time prior to exercise of any Non-Statutory Option, may provide for a
Supplemental Bonus from the Company or a Subsidiary in connection with a
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specified number of shares of Common Stock then purchasable, or which may become
purchasable, under such Non-Statutory Option. Such Supplemental Bonus shall be
payable in cash upon the exercise of the Non-Statutory Option with regard to
which such Supplemental Bonus was granted. A Supplemental Bonus shall not exceed
the amount necessary to reimburse the Participant for the income tax liability
incurred by him or her upon the exercise of the Non-Statutory Option, calculated
using the maximum combined federal and applicable state income tax rates then in
effect and taking into account the tax liability arising from the Participant's
receipt of the Supplemental Bonus.
B. Restricted Stock Awards. The Committee, either at such time as the
restrictions with respect to a Restricted Stock Award lapse or a Section 83(b)
election is made under the Code by the Participant with respect to shares issued
in connection with a Restricted Stock Award, may provide for a Supplemental
Bonus from the Company or a Subsidiary. Such Supplemental Bonus shall be payable
in cash and shall not exceed the amount necessary to reimburse the Participant
for the income tax liability incurred by him or her with respect to shares
issued in connection with a Restricted Stock Award, calculated using the maximum
combined federal and applicable state income tax rates then in effect and taking
into account the tax liability arising from the Participant's receipt of the
Supplemental Bonus.
ARTICLE X
TERMINATION OF SERVICE
A. Incentive Stock Options. The following provisions shall govern the
exercise of any Incentive Stock Options held by any Employee whose employment is
terminated:
1. If the Optionee's employment with the Company is terminated for any
reason other than such Optionee's death, disability or retirement, all Incentive
Stock Options held by the Optionee shall terminate on the date and at the time
the Optionee's employment terminates, unless the Committee expressly provides in
the terms of the Optionee's Stock Option Agreement that such Stock Options shall
remain exercisable, to the extent vested on such termination date, for a period
of three (3) months following such termination of employment.
2. If the Optionee's employment with the Company is terminated because
of such Optionee's death or disability within the meaning of Section 22(e)(3) of
the Code, all Incentive Stock Options held by the Optionee shall become
immediately exercisable and shall be exercisable for a period of twelve (12)
months following such termination of employment.
3. In the event Optionee's employment is terminated due to retirement,
all Incentive Stock Options held by the Optionee shall remain exercisable, to
the extent such Stock Options were exercisable on the date the Optionee's
employment terminated, for a period of three (3) months following such
termination of employment.
4. In no event may any Incentive Stock Option remain exercisable after
the expiration of the Term of the Stock Option. Upon the expiration of any three
(3) or twelve (12) month exercise period, as applicable, or, if earlier, upon
the expiration of the Term of the Stock Option, the Stock Option shall terminate
and shall cease to be outstanding for any shares for which the Stock Option has
not been exercised.
B. Non-Statutory Options. The following provisions shall govern the
exercise of any Non-Statutory Options:
1. If the Optionee's employment, service on the Board or consultancy
is terminated for any reason other than such Optionee's death, disability or
retirement, all Non-Statutory Options held by the Optionee shall terminate on
the date of such termination, unless the Committee expressly provides in the
terms of the Optionee's Stock Option Agreement, that such Stock Options shall
remain exercisable, to the extent vested on such termination date, for a
specified period following such termination.
2. If the Optionee's employment, service on the Board or consultancy
is terminated because of such Optionee's death or disability, all Non-Statutory
Options held by the Optionee shall become immediately exercisable and shall be
exercisable until the expiration of the Term of such Stock Options.
3. If the Optionee's employment service on the Board or consultancy is
terminated because of such Optionee's retirement, all Non-Statutory Options held
by the Optionee shall remain exercisable, to the extent such Stock Options were
exercisable on the date of such termination, until the expiration of the Term of
such Stock Options.
4. In no event may any Non-Statutory Option remain exercisable after
the expiration of the Term of the Stock Option. Upon the expiration of any
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specified exercise period following termination of Optionee's employment,
service on the Board or consultancy, or, if earlier, upon the expiration of the
Term of the Stock Option, the Stock Option shall terminate and shall cease to be
outstanding for any shares for which the Stock Option has not been exercised.
C. Restricted Stock Awards. In the event of the death or disability (within
the meaning of Section 22(e) of the Internal Revenue Code) or retirement of a
Participant, all employment period and other restrictions applicable to
Restricted Stock Awards then held by him or her shall lapse, and such Awards
shall become fully nonforfeitable. Subject to Articles X and XIV, in the event
of a Participant's termination of employment for any other reason, any
Restricted Stock Awards as to which the employment period or other restrictions
have not been satisfied shall be forfeited.
ARTICLE XI
TRANSFERABILITY OF STOCK OPTIONS
During the lifetime of the Optionee, Incentive Stock Options shall be
exercisable only by the Optionee and shall not be assignable or transferable. In
the event of the Optionee's death prior to the end of the Term, any Stock Option
may be exercised by the personal representative of the Optionee's estate, or by
the person(s) to whom the option is transferred pursuant to the Optionee's will
or in accordance with the laws of descent and distribution. Upon the prior
written consent of the Board and subject to any conditions associated with such
consent, a Non-Statutory Option may be assigned in whole or in part during the
Optionee's lifetime to one or more members of the Optionee's immediate family
(as that term is defined in Rule 16a-1(e) of the Exchange Act) or to a trust
established exclusively for one or more such family members. In addition, the
Board, in its sole discretion, may allow a Non-Statutory Option to be assigned
in other circumstances deemed appropriate. The terms applicable to the assigned
portion shall be the same as those in effect for the Stock Option immediately
prior to such assignment and shall be set forth in such documents issued to the
assignee as the Committee may deem appropriate. Notwithstanding any assignment
or transfer of a Stock Option, in no event may any Stock Option remain
exercisable after the expiration of the Term of the Stock Option.
ARTICLE XII
STOCKHOLDER RIGHTS
The holder of a Stock Option shall have no stockholder rights with respect
to the shares subject to the Stock Option until such person shall have exercised
the Stock Option, paid the Option Price and become a holder of record of the
purchased shares of Common Stock.
ARTICLE XIII
ACCELERATION OF VESTING
The Committee may, at any time in its sole discretion, accelerate the
vesting of any Award made pursuant to this Plan by giving written notice to the
Participant. Upon receipt of such notice, the Participant and the Company shall
amend the agreement relating to the Award to reflect the new vesting schedule.
The acceleration of the exercise period of an Award shall not affect the
expiration date of such Award.
ARTICLE XIV
CHANGE IN CONTROL
In the event of a Change in Control of the Company, all Awards outstanding
under the Plan as of the day before the consummation of such Change in Control
shall automatically accelerate for all purposes under this Plan so that each
Stock Option shall become fully exercisable with respect to the total number of
shares subject to such Stock Option and may be exercised for any or all of those
shares as fully-vested shares of Common Stock as of such date, without regard to
the conditions expressed in the agreements relating to such Stock Option, and
the restrictions on each Restricted Stock Award shall lapse and such shares of
Restricted Stock shall no longer be subject to forfeiture.
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ARTICLE XV
CANCELLATION AND REGRANT OF OPTIONS
The Committee shall have the authority, at any and from time to time, with
the consent of the affected Optionees, to effect the cancellation of any or all
outstanding Stock Options and/or any Restricted Stock Awards and grant in
substitution new Stock Options and/or Restricted Stock Awards covering the same
or different number of shares of Common Stock. In the case of such a regrant of
a Stock Option, the Option Price shall be set in accordance with Article VII on
the new Date of Grant.
ARTICLE XVI
FINANCING
The Committee may, in its sole discretion, authorize the Company to make a
loan to a Participant in connection with the exercise of a Stock Option, and may
authorize the Company to arrange or guaranty loans to a Participant by a third
party in connection with the exercise of a Stock Option.
ARTICLE XVII
TAX WITHHOLDING
A. Tax Withholding. The Company's obligation to deliver shares of Common
Stock upon the exercise of Stock Options under the Plan shall be subject to the
satisfaction of all applicable federal, state and local income and employment
tax withholding requirements.
B. Surrender of Shares. The Committee may, in its discretion, provide any
or all holders of Non-Statutory Options under the Discretionary Stock Option
Grant Program with the right to use shares of Common Stock in satisfaction of
all or part of the taxes incurred by such holders in connection with the
exercise of such Stock Options. Such right may be provided to any such holder in
either or both of the following formats:
1. The election to have the Company withhold, from the shares of
Common Stock otherwise issuable upon the exercise of such Non-Statutory Option,
a portion of those shares with an aggregate Fair Market Value less than or equal
to the amount of taxes due as designated by such holder; or
2. The election to deliver to the Company, at the time the
Non-Statutory Option is exercised, one or more shares of Common Stock previously
acquired by such holder with an aggregate Fair Market Value less than or equal
to the amount of taxes due as designated by such holder.
ARTICLE XVIII
EFFECTIVE DATE AND TERM OF THE PLAN
This Plan shall become effective on the Plan Effective Date. This Plan
shall terminate upon the earliest of (i) ten (10) years after the Plan Effective
Date or (ii) the termination of all outstanding Awards in connection with a
Change in Control. Upon such plan termination, all outstanding Awards shall
thereafter continue to have force and effect in accordance with the provisions
of the documents evidencing such Awards.
ARTICLE XIX
AMENDMENT OF THE PLAN
A. The Incentive Plan Committee shall have complete and exclusive power
and authority to amend or modify the Plan in any or all respects, unless
stockholder approval of such amendments or modifications is required under
applicable law. No such amendment or modification shall adversely affect the
rights and obligations with respect to Awards outstanding under the Plan at the
time of such amendment or modification, unless the Participant consents to such
amendment or modification.
B. Stock Options in excess of the number of shares of Common Stock then
available for issuance may be granted under this Plan, provided any excess
shares actually issued under this Plan shall be held in escrow until such
further action, necessary to approve a sufficient increase in the number of
shares available for issuance under the Plan, is taken. If such further action
is not obtained within 12 months after the date the first such excess issuances
are made, then (i) any unexercised options granted on the basis of such excess
shares shall terminate and cease to be outstanding, and (ii) the Company shall
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promptly refund to the Optionees the exercise price paid for any excess shares
issued under the Plan and held in escrow, together with interest for the period
the shares were held in escrow, and such shares shall thereupon be automatically
cancelled and cease to be outstanding. If stockholder approval of a sufficient
increase in the number of shares subject to the Plan does not occur within 12
months of the grant of any Stock Option intended to be an Incentive Stock Option
which is granted pursuant to this Article XIX.B, such Stock Option shall be
deemed to be a Non-Statutory Option.
ARTICLE XX
REGULATORY APPROVALS
The implementation of the Plan, the granting of any Award under the Plan
and the issuance of any shares of Common Stock under any Award shall be subject
to the Company's procurement of all approvals and permits required by regulatory
authorities having jurisdiction over the Plan, the Awards granted pursuant to
the Plan and the shares of Common Stock issued pursuant to any Award under the
Plan. No Stock Option shall be exercisable, no shares of Common Stock or other
assets shall be issued or delivered under the Plan, and no transfer of any
Non-Statutory Option shall be approved by the Committee, unless and until there
shall have been compliance with (i) all applicable requirements of Federal and
state securities laws, if applicable, including the filing and effectiveness of
a registration statement on Form S-8 under the Securities Act of 1933, as
amended, covering the shares of Common Stock issuable under the Plan, and (ii)
all applicable listing requirements of any stock exchange or securities market
on which the shares of Common Stock are listed or traded.
ARTICLE XXI
NO EMPLOYMENT/SERVICE RIGHTS
Nothing in this Plan shall confer upon any Participant any right to
continue in service for any period or specific duration or interfere with or
otherwise restrict in any way the rights of the Company (or any Subsidiary
employing or retaining such person) or of the Participant, which rights are
hereby expressly reserved by each, to terminate such person's service at any
time for any reason, with or without Cause.
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Appendix B
Form of Proxy (Front Side)
DCX, Inc.
200 West Forsyth Street, Suite 800
Jacksonville, FL 32202
The undersigned acknowledges receipt of the Notice and Proxy Statement dated May
20, 1998, 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 26th day of June, 1998, at the Holiday Inn--Airport, I-95 and Airport
Road, Jacksonville, Florida and any adjournment thereof.
1. ELECTION OF DIRECTORS:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to
(except as indicated to the vote for ALL
contrary below). nominees below:
(INSTRUCTION: To withhold authority to vote for any individual nominee,
mark through the nominee's name)
Stephen Carreker John C. Antenucci Jeanne M. Anderson
Frederick G. Beisser Raymund O'Mara J. Gary Reed
2. Amend the Articles of Incorporation to read: The name of the corporation is
Integrated Spatial Information Solutions, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approve the Equity Compensation Plan
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. The Proxy is authorized to vote in their discretion upon such other business
as may properly come before the meeting.
Form of Proxy (Reverse Side)
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,
FOR the Amendment of the Articles of Incorporation, FOR approval of the Equity
Compensation Plan and in the discretion of the Proxy upon such other matters as
may properly come before the meeting.
I [ ] DO plan to attend the meeting. I [ ] DO NOT plan to attend.
Dated ________________________________, 1998
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(Signature)
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(Signature)
(Signatures(s) should correspond exactly with
the name in which your certificate is
issued as shown at the left. Executors,
conservators, trustees, etc. should so
indicated When signing. Return in the
enclosed envelope.
