INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
1597 Cole Boulevard, Suite 300B
Golden, CO 80401
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held September 2, 1999 at 9:30 a.m.
TO THE SHAREHOLDERS OF INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.:
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of INTEGRATED
SPATIAL INFORMATION SOLUTIONS, INC. will be held at 9:30 a.m. on the 2nd day of
September at the Crystal Inn, 3300 N. Ouray Street, Aurora, CO 80011 (the
southwest corner of the intersection of Interstate 70 and Airport Boulevard),
for the following purposes:
1. To elect a board of six 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 30, 1999 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 1998 Annual Report to Shareholders is enclosed.
BY ORDER OF THE BOARD OF DIRECTORS
By: /s/ Frederick G. Beisser
--------------------------------------
Frederick G. Beisser, Secretary
Dated: August 4, 1999
<PAGE>
INTEGRATED SPATIAL INFORMATION SOLUTIONS, INC.
PROXY STATEMENT
Annual Meeting of Shareholders
September 2, 1999
GENERAL INFORMATION
This Proxy Statement is furnished to the shareholders of INTEGRATED SPATIAL
INFORMATION SOLUTIONS, 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 9:30
a.m. on the 2nd day of September, 1999 at the Crystal Inn, 3300 N. Ouray Street
(southwest corner of the intersection of Interstate 70 and Airport Boulevard),
Aurora, CO 80011 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 5, 1999. 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 six 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 Company's Administrative Offices located at 1597 Cole Boulevard,
Suite 300B, Golden, CO 80401; 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 30, 1999 will be
entitled to vote at the meeting. As of that date there were issued and
outstanding 12,707,882 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:
<PAGE>
Security ownership of certain beneficial owners:
Based on a review of Rule 13d-1 filings under the Exchange Act, the Company
there is one party other than management owning more than five percent of the
common stock of the Company.
Security ownership of certain beneficial owners:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Title of Name of Beneficial Amount & Nature of Percent
Class Owner Beneficial Ownership 1 of Class
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Ausost Anstalt Schaan 1,318,792 Sole 10.4
Landstrasse 163 dispositive power
7440 Fuerstentum Liechtenstein
1. Ausost Anstalt Schaan ("Ausost") is the beneficial owner of 300
shares of the Company's convertible preferred stock and is
required under Rule 13d-1 to report the quantity of the underlying
common stock into which the convertible preferred stock would
convert were Ausost to take such action. As of the date of this
Proxy Statement, Ausost has verbally advised the Company that
common stock actually in its possession is less than 9.9 percent
of the outstanding shares of the Company's common stock.
</TABLE>
<TABLE>
<CAPTION>
Security ownership of management:
- ----------------------------------------------------------------------------------------------------------------
Title of Name of Beneficial Amount & Nature of Percent
Class Owner 1 Beneficial Ownership 2 of Class
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Jeanne M. Anderson 189,000 1.5
Director Sole voting power
Common John C. Antenucci 1,615,579 11.3
President and Director Sole voting power
Common Stephen Carreker, Director 3 501,970 3.8
Sole voting power
Common Frederick G. Beisser 240,004 1.9
Chief Financial Officer, Secretary Sole Voting power
Treasurer, and Director
Common Raymund E. O'Mara 12,500 @
Director
Common Gary S. Murray 775,596 5.7
Chairman and Director Sole voting power
Common J. Gary Reed 282,711 2.2
Director
Common Robin Vail 225,682 1.7
Chief Financial Officer Sole voting power
All Directors and Officers
as a group (8 persons) 3,843,042 23.2%
NOTES: @ The number of shares constitutes less than one percent of
outstanding shares.
2
</TABLE>
<PAGE>
1. The address for each of the directors of the company is "In
Care Of Integrated Spatial Information Solutions, Inc., 1597
Cole Boulevard, Suite 300B, Golden, CO 80401.
2. The number of shares beneficially owned includes 1,493,478
shares that may be acquired within 60 days pursuant to stock
options held by Officers and Directors of the Company. Such
shares and management personnel holding them are: Ms.
Anderson, 75,000; Mr. Antenucci, 422,704 Mr. Carreker,
495,653; Mr. Beisser, 219,604 shares; Mr. O'Mara, 12,500
shares; Mr. Murray, 58,750; Mr. Reed, 281,768 and Mr. Vail,
211,482 shares.
3. The totals do not include certain performance based stock
options for Mr. Carreker that are a matter of dispute between
Mr. Carreker and the Company (See "Dispute with Former
Executive" below)
Possible Change in Control. As previously reported in August 1998 the Company
sold Convertible Preferred Stock in a private offering. The conversion of the
presently outstanding Convertible Preferred Stock will result in the issuance of
Common Stock at discounts from future market prices, which could result in
substantial dilution to existing holders of Common Stock. Holders of the
Preferred Shares are prohibited from converting their shares into Common Stock
in a number that would cause any individual holder to own more than 9.9% of the
then outstanding shares of Common Stock. However, the conversion of all of the
Preferred Stock over time, and following successive conversions of Preferred
Stock, and associated sales of Common Stock, could nonetheless result in the
issuance of a number of shares exceeding 20% of the outstanding Common Stock as
of the end of FY 1998, and could conceivably cause a change of control in the
Company.
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 to be
in the best interests of PlanGraphics, Inc. by its Board of Directors.
Related party agreement. Mr. Murray is the principal owner and executive officer
of HumanVision LLC, an organization that entered into a consulting agreement
with the Company on July 6, 1999. The agreement ends upon the earlier of June
30, 2001; the date upon which Mr. Murray is not elected as a Director or is
removed as a Director; and the date upon which he does not own more than 50% of
the voting power of HumanVision. Under the agreement, HumanVision will provide
certain services related to developing and implementing actions to increase
shareholder value through articulation of a vision for the Company, identifying
and reviewing merger and acquisition candidates, obtaining capital (debt or
equity) to finance mergers and acquisitions, and recruiting and evaluating
candidates for senior executive and director position. Compensation for these
services consists of performance options in two quantities of 322,581 each to
acquire common stock of the Company at an exercise fee of $0.31 per share if the
market capitalization of the Company exceeds $30 million for the first quantity
and $60 million for the second quantity for 20 of 30 consecutive business days
at any time prior to June 30, 2002. The Company will issue each performance
option granted within 30 days of the date the respective performance goal is
achieved and the option will be exercisable for a period of three years from the
date of issue. The Company is obligated to register the public sale of the
underlying common stock as soon as practicable after the options become
exercisable. The agreement also provides for a success fee of 1.5% of the
transaction value in the event the Company successfully completes a merger with
or into another entity or completes any acquisition of stock or assets during
the term of the agreement. The fee, which applies only to those activities
outside the normal course of business and only to entities other than existing
subsidiaries of the Company, is to be paid in the currency of the applicable
transaction for which it is earned.
DISPUTE WITH FORMER EXECUTIVE
On July 1, 1999 the Board of Directors terminated Mr. Carreker as Chairman and
Chief Executive Officer under the provisions of his employment agreement
allowing termination for cause. As previously reported on Form 8-K, dated July
1, 1999, the Company subsequently filed a civil action against Mr. Carreker. The
Company's complaint, filed on July 2, 1999, in the District Court of Denver,
3
<PAGE>
Colorado, alleges that Mr. Carreker made false statement to, and concealed
information from, the Board of Directors and other regarding the Company's
operations. The Company seeks compensatory and punitive damages in unspecified
amounts as well as pre- and post-judgement interest and award of legal cost,
expense and attorneys' fees. Through his attorney, Mr. Carreker has asserted
that he is entitled to severance compensation, bonus payment, and has rights to
stock options for both vested and non-vested performance stock option grants as
if he were terminated for reasons other than death, disability, cause, voluntary
resignation or expiration of the term of his agreement. Mr. Carreker has filed a
demand for arbitration pursuant to his employment contract with the American
Arbitration Association. The Company intends to vigorously contest all claims
asserted Mr. Carreker, including claims regarding the alleged rights to
performance related stock option grants for which performance goals were not
met. Nothing in this Proxy Statement should be construed to limit or otherwise
affect the Company's claims against Mr. Carreker, including claims with respect
to his entitlement to certain equity grants and alleged bonus payments.
MATTERS FOR SHAREHOLDER VOTE
1. ELECTION OF DIRECTORS
The Board of Directors recommends election of the following six nominees as
Directors, Jeanne M. Anderson, John C. Antenucci, Frederick G. Beisser, Raymund
E. O' Mara, Gary S. Murray and J. Gary Reed, listed below. Directors hold office
until the next Annual Meeting of Shareholders (tentatively scheduled for June 2,
2000), or 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. Six
members of the present Board of Directors have been nominated for reelection.
The Board of Directors anticipates filling the vacancy for the seventh Board
member during the ensuing year. 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.
Incumbent Nominee Directors and Current Officers
Name Age Position
---- --- --------
Jeanne M. Anderson 47 Director
John C. Antenucci 53 Vice Chairman, President, Acting CEO and
Director
Frederick G. Beisser 56 Vice President - Finance and Administration,
Secretary,Treasurer and Director
Raymund E. O'Mara 56 Director
Gary S. Murray 47 Chairman and Director
J. Gary Reed 50 Director and Chief Operating Officer,
PlanGraphics, Inc.
Robert ("Robin") S. Vail 52 Chief Financial Officer
Incumbent Director
Stephen Carreker 48 Director (Term ends September 2, 1999)
The Board of Directors met 9 times during Fiscal Year 1998. Each of the
Company's then incumbent Directors attended (either in person or by telephone)
at least 75% of the aggregate number of meetings of the Board of Directors held
during fiscal year 1998. During fiscal year 1998 the Board established two
committees, audit and compensation, the present members of which are Mr. Murray
and Mr. O'Mara. The compensation committee met twice during the fiscal year the
members attended at least 75% of the aggregate number of meetings held during
that time period by the respective Committee(s) of which such Director was a
member.
4
<PAGE>
Biographical Sketch of Director Nominees and Incumbent 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. Beisser is
also a member of the Board of Directors of Wastemasters, Inc. of Atlanta,
Georgia.
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. Gary S. Murray, Chairman, was appointed a director of the Company on June
26, 1998. He was appointed Chairman of the Board of Directors on July 6, 1999.
Mr. Murray is the founder and president of Human Vision LLC, Greenbelt, MD an
advisory and investment firm. He is also a founder and a principal of Timebridge
Technologies (Lanham, MD), an e'commerce firm specializing in database and
network services. Mr. Murray was founder, chairman and president of systems
integrator Sylvest Management Systems (Lanham, MD) until its acquisition by
Federal Data Corporation in June 1997. He holds a BBA from Howard University,
Washington, DC and is a Certified Public Accountant.
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 21-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 earlier of the next annual meeting of
shareholders or until their successors are duly elected and qualified or until
their earlier death, resignation or removal.
5
<PAGE>
Incumbent Director and Former Executive Officer:
Mr. Stephen Carreker, Former 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. The
employment status as Chairman and Chief Executive Officer of Mr. Carreker was
terminated by the Company in July 1999. He remains a director until his term
expires at the forthcoming shareholders' meeting. See also "Dispute with Former
Executive", above.
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 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 Officers
The following table sets forth information concerning the cash compensation paid
and accrued by the Company for services rendered during the fiscal years ending
September 30, 1998, 1997 and 1996 to the CEO and other executive officers of the
Company who had aggregate compensation exceeding $100,000. Ms. Anderson was
President and CEO through December 31, 1996 when Mr. Carreker became President
and CEO on January 1, 1997. On November 3, 1997 the position of president was
assumed by Mr. Antenucci while Mr. Carreker remained CEO and became Chairman of
the Board of Directors. Eight days of compensation was paid to Mr. Antenucci as
an employee of the Company during fiscal year 1997 subsequent to the acquisition
of PlanGraphics, Inc. although the table, below, reflects his entire
compensation during that year. Mr. Carreker's service as Chairman and CEO was
terminated on July 1, 1999 (see also "Dispute with Former Executive", above).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards
- ----------------------------------------------------------- ----------------------------------------------
Name and Other Stock All Other
Principal Annual Comp- Options Compen-
Position Year Salary ($) ensation (#) sation ($)
---------- ---- ---------- ---------- ------- ----------
FORMER OFFICERS
<S> <C> <C> <C> <C> <C>
Jeanne M. 1998 $ - $ - - $ -
Anderson 1997 48,317 58,000 # 111,000 435 @
Former Pres- 1996 116,018 - - 1,740 @
Ident & CEO
Stephen 1998 $ 175,000 - 327,655 + -
Carreker 1997 106,958 - 660,622 -
Former Chair-
man & CEO
CURRENT OFFICER
John C. 1998 $ 175,000 - 260,853 + 2,188 @
Antenucci 1997 $ 114,500 20,407 * 531,851 2,361 @
President &
Acting CEO
6
</TABLE>
<PAGE>
# Amount of $58,000 Other Annual Compensation represents severance
payment in connection with Ms. Anderson's resignation as President and
CEO.
+ Quantity of Stock Options granted during fiscal year 1998 for Carreker
and Antenucci represents the quantity of antidilution stock options
accrued during the year pursuant to Employment Agreements (the Board
of Directors and the employees have since agreed to annul this
provision for periods subsequent to June 30, 1998) at prices ranging
from $1.125 to $2.125 per share. These antidilution options are
prorated between immediately vesting options and performance based
options.
* Amount of Other Annual Compensation represents payment of certain
deferred compensation accrued in prior fiscal years for Mr. Antenucci.
@ Amounts of All Other Compensation represents the Company's employer
contribution to 401K Retirement Savings Accounts.
A total of 30,000 stock options were issued to officers of the Company under the
1991 Stock Option Plan during fiscal year 1997. None were granted in fiscal
years 1996 or in 1998. In addition, the Company granted incentive stock options
in connection with officers' employment agreements amounting to 1,490,000
options, 61,000 to a director during FY 1997 and 360,000 stock options to a new
officer pursuant to his employment agreement in FY 1998. As a result of
antidilution provisions in employment agreements, 380,657 additional options
accrued to officers of the Company during FY 1997 and 877,543 during FY 1998,
which were prorated between immediately vested options and performance based
options according to their employment agreements.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Number of % of Total
Securities Options/SARs
Underlying Granted to
Options/SARs Employees In Exercise or Base Expiration
Name Granted Fiscal Year Price ($/Sh) Date
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
FORMER OFFICER
Stephen 115,581 8.9 1.750 Dec 30, 2001
Carreker 145,889 11.2 2.125 Mar 30, 2002
66,185 5.1 1.250 Jun 30, 2002
CURRENT OFFICER
John C. 91,897 7.1 1.750 Dec 30, 2001
Antenucci 115,994 9.0 2.125 Mar 30, 2002
52,962 4.1 1.250 Jun 30, 2002
</TABLE>
The Company did not make new grants of stock options to the named
officers of the Company during fiscal year 1998. Fiscal year 1997 grants
to Messrs. Carreker and Antenucci in connection with their employment
agreements consisted 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, respectively, for which attainment of
certain management goals vests 35%, 35%, and 30% for each of the ensuing
three fiscal years at which time they become exercisable. During the same
fiscal year they accrued antidilution options of 280,622 and 6,851,
respectively, which are prorated between immediately vested options and
performance based options.
The Company granted antidilution options in the aggregate to Messrs.
Carreker and Antenucci of 327,655 and 280,853, respectively as of fiscal
year-end related to employment agreement options noted above. The options
are either fully vested or subject to performance vesting in proportion
to the allocation of vested /performance shares in their original
employment agreement option grant.
7
<PAGE>
<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>
FORMER OFFICERS
Jeanne M.
Anderson
Former Presi- - - 75,000/61,000 1 $ -/-
dent & CEO
Stephen
Carreker
Chairman & CEO 5,000 8,362.50 526,998/486,279 $ -/-
CURRENT OFFICER
John C.
Antenucci, Vice
Chairman & President - - 452,966/340,038 $ -/-
</TABLE>
1. Options for 75,000 shares were granted on April 19, 1995 under the 1991
Plan at $.71875 and a grant of 61,000 shares in connection with the
termination of employment was made on January 15, 1997 at a price of
$1.135. Both grants were at fair market value; no options have been
exercised to date.
2. Mr. Carreker was granted options for 30,000 shares of common stock
under the Company's 1991 Stock Option plan on January 2, 1997 at a price
of $1.125 of which 5,000 have been exercised. 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 608,277 antidilution options related
to his employment agreement which are prorated between vested and
performance options.
3. Mr. Antenucci received fully vested stock options for 300,000 of
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
268,004 antidilution options related to his employment agreement which are
prorated between vested and performance options.
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 Compensation Committee adjusted the salaries
downward by 10 percent as of the beginning of Fiscal Year 1998 to $157,500 for
Mssrs. Carreker and Antenucci and to $108,000 for Mr. Vail. Subsequently the
salaries were again adjusted downward by 10% for Mr. Carreker and by $1.00 for
Mssrs Antenucci and Vail.
Upon execution of their employment agreements, 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,
8
<PAGE>
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.
On July 1, 1999 the Board of Directors terminated Mr. Carreker as Chairman and
Chief Executive Officer and imposed a general salary reduction on all officers
of the Company; as a result Mr. Carreker's compensation was reduced to $141,750
and a reduction of $1.00 was applied to Mssrs. Antenucci and Vail. (See also
"Dispute with Former Executive", above).
Agreement with Mr. Murray. Effective July 6, 1999 the Company entered into an
Agreement for Services with Mr. Murray wherein he is retained as the Chairman of
the Board of Directors. The term of the Agreement begins July 1, 1999 and ends
the earlier of June 30, 2001 or the date upon which he is not elected as a
Director or is removed as a Director. Annual base compensation for Mr. Murray is
set at $50,000, payable in equal monthly installments of the Company's common
stock priced at the average price for the five business days preceding the date
of the Agreement, or $0.2906, and options to purchase 175,000 shares per annum
of the Company's common stock at $0.31 per share vesting in quarterly
installments and exercisable for three years from the date of the Agreement. In
addition, Mr. Murray received incentive options to acquire 688,235 shares of the
Company's common stock fully vested and immediately exercisable at an exercise
price of $0.2906 per share. The Company has agreed to file a registration
statement with the Securities and Exchange Commission as soon as practicable to
register the public sale of the common stock underlying the options granted
under the Agreement. The rights and duties under the Agreement are not
assignable, except that Mr. Murray may assign options issuable to an entity of
which he owns more than 50% of the voting power and such entity which has
received the options may assign them to Mr. Murray.
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 instituted a standardized
compensation program for nonemployee directors whereby the non employee director
receives stock options on the date of election to the Board of Directors to
purchase 10,000 shares of the Company's common stock at the market price on that
date. Such options vest quarterly provided that the grantee has attended 75
percent or more of the scheduled board meetings. In addition each director is
entitled to reimbursement of expenses incurred on behalf of the Company and
nonemployee directors receive $1,000 for each scheduled Board meeting attended
in person and $250 for each scheduled board meeting attended via conference
call. Meetings of committees of the Board of Directors are compensated at $250
per meeting attended in person or via conference call. One nonemployee director,
Ms. Anderson, is compensated at a rate of $850 per month pursuant to a written
separation agreement of January 15, 1997. During fiscal year 1998 Ms. Anderson
received $10,200 in fees for her services as a director. During fiscal year 1998
the Company paid Mr. O'Mara $2,670 in fees and expenses for duties as an outside
director; Mr. Murray did not receive any such payment during fiscal year 1998.
Both Mr. O'Mara and Mr. Murray were awarded options to purchase 10,000 shares
each of the Company's common stock at a price of $1.25 per share, the closing
price on June 26, 1998, the date of grant.
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.
9
<PAGE>
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. A representative of
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 1999, must be received by
the Board of Directors of the Company at the Company's new address, 1597 Cole
Boulevard, Suite 300B, Golden, Co 80401, no later than December 31, 1999 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
Golden, Colorado
August 4, 1999
<PAGE>
SAMPLE PROXY FOR Integrated Spatial Information Solutions, Inc
(FRONT SIDE OF PROXY)
Integrated Spatial Information Solutions, Inc.
1597 Cole Boulevard, Suite 300B
Golden, CO 80401
The undersigned acknowledges receipt of the Notice and Proxy Statement dated Aug
4, 1999, and hereby appoints the Board of Directors of Integrated Spatial
Information Solutions, Inc. with full power of substitution to represent the
undersigned and to vote all shares of the Common Stock of Integrated Spatial
Information Solutions, Inc., which the undersigned is entitled to vote, as
indicated on this Proxy at the Meeting of Shareholders of Integrated Spatial
Information Solutions, Inc. to be held on the second day of September 1999, at
the Crystal Inn, 3300 N. Ouray Street, Aurora, CO, 80011 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 John C. Antenucci Frederick G. Beisser Gary S. Murray Raymund E. O'Mara J. Gary Reed
</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 , 1999
----------------------
----------------------------------
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.
