<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Global Maintech Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
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Notes:
<PAGE>
GLOBAL MAINTECH CORPORATION
6468 City West Parkway
Eden Prairie, Minnesota 55344
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
May 30, 1996
TO THE SHAREHOLDERS OF GLOBAL MAINTECH CORPORATION:
The Annual Meeting of the shareholders of Global MAINTECH Corporation (the
"Company") will be held on May 30, 1996, at 10:00 a.m. (Central Daylight Time),
at the Minneapolis Marriott Southwest, 5801 Opus Parkway, Minnetonka, Minnesota
55343, for the following purposes:
1. To elect a Board of Directors.
2. To ratify the selection of KPMG Peat Marwick LLP as independent
auditors of the Company for the year ending December 31, 1996.
3. To consider and act upon any other business as may properly come before
the meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 15, 1996 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
Your attention is directed to the attached Proxy Statement. WHETHER OR NOT
YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN, DATE AND MAIL
THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE AS PROMPTLY AS POSSIBLE IN ORDER TO
SAVE ANY FURTHER SOLICITATION EXPENSE. IF YOU LATER DESIRE TO REVOKE YOUR
PROXY, YOU MAY DO SO AT ANY TIME BEFORE IT IS EXERCISED.
By Order of the Board of Directors:
James Geiser
Secretary
Dated: April 29, 1996
<PAGE>
GLOBAL MAINTECH CORPORATION
6468 City West Parkway
Eden Prairie, Minnesota 55344
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held on
May 30, 1996
INTRODUCTION
The enclosed proxy is solicited by the Board of Directors of Global
MAINTECH Corporation, a Minnesota corporation (the "Company") having its
principal executive offices at 6468 City West Parkway, Eden Prairie, Minnesota
55344, (612) 944-0400, for use at the annual meeting of shareholders (the
"Annual Meeting") to be held at the Minneapolis Marriott Southwest, 5801 Opus
Parkway, Minnetonka, Minnesota 55343, on May 30, 1996, at 10:00 a.m., Central
Daylight Time, or at any adjournment thereof.
Every shareholder of record as of April 15, 1996 (the "Record Date") is
entitled to cast in person or by proxy, one vote for each share of Common Stock,
no par value, of the Company ("Common Stock") held of record by such shareholder
at the Record Date or, in the case of the holders of the Company's Series A
Convertible Preferred Stock ("Preferred Stock"), one vote for each share of
Preferred Stock held of record by such shareholder at the Record Date. The
Common Stock and Preferred Stock will vote as one class on all matters to be
voted on at the Annual Meeting. The holders of Preferred Stock are not entitled
to vote separately as a class on any matter to be voted on at the Annual
Meeting. As of the Record Date, there were 48,137,139 shares of Common Stock
issued and outstanding, and 4,326,036 shares of Preferred Stock issued and
outstanding. This Proxy Statement, the enclosed Notice of Meeting and the
enclosed form of proxy are being first mailed on or about April 29, 1996 to the
Company's shareholders of record (the "Shareholders").
ALL SHAREHOLDERS ARE URGED PROMPTLY TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND TO RETURN IT IN THE ACCOMPANYING ENVELOPE, REGARDLESS OF WHETHER THEY
INTEND TO BE PRESENT IN PERSON AT THE ANNUAL MEETING.
1
<PAGE>
THE ANNUAL MEETING
Date, Time and Place
The Annual Meeting will be held on May 30, 1996, at 10:00 a.m., Central
Daylight Time, at the Minneapolis Marriott Southwest, 5801 Opus Parkway,
Minnetonka, Minnesota 55343.
Purpose of Annual Meeting
At the Annual Meeting, the Shareholders will be asked (i) to elect a Board
of Directors and (ii) to ratify the selection of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending December 31, 1996. The
Annual Meeting will also transact such other business, if any, as may properly
come before the Annual Meeting.
Record Date, Voting Rights, and Proxies
The Board of Directors of the Company has fixed the close of business on
April 15, 1996 as the Record Date for the determination of Shareholders entitled
to notice of and to vote at the Annual Meeting. Only holders of outstanding
shares of Common Stock and Preferred Stock of the Company at the close of
business on the Record Date will be entitled to notice of and to vote at the
Annual Meeting or any adjournment or postponement thereof. Each holder of Common
Stock is entitled to one vote per share held of record on the Record Date. Each
holder of Preferred Stock is entitled to one vote per share of Preferred Stock
held of record on the Record Date. The Shareholders of the Company are entitled
to cast their votes at the Annual Meeting in person or by properly executed
proxies. Shares of Common Stock and Preferred Stock represented by properly
executed proxies received at or prior to the Annual Meeting will be voted in
accordance with the instructions indicated in such proxies, unless such proxies
have been previously revoked.
A proxy may be revoked before the meeting by giving written notice, in
person or by mail, of revocation to the Secretary of the Company or at the
meeting prior to voting in person. Unless revoked, properly executed proxies in
which choices are not specified by the Shareholders will be voted "for" each
item described in this Proxy Statement for which no choice is specified; upon
all other matters, the persons named as proxies shall vote as they deem in the
best interests of the Company. In instances where choices are specified by the
Shareholders in the proxy, those proxies will be voted or the vote will be
withheld in accordance with the Shareholder's choice. Shares of Common Stock and
Preferred Stock voted as abstentions on any matter will be counted as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum at the Annual Meeting and as unvoted, although present and entitled
to vote, for purposes of determining the approval of each matter as to which the
Shareholder has abstained. If a broker submits a proxy which indicates that the
broker does not have discretionary authority as to certain shares to vote on one
or more matters, those shares will be counted as shares that are present and
entitled to vote for purposes of determining the presence of a quorum at the
Annual Meeting, but will not be considered as present and entitled to vote with
respect to such matters.
Quorum
The presence in person or by properly executed proxy of holders of a
majority of all of the shares of outstanding Common Stock and Preferred Stock is
necessary to constitute a quorum at the Annual Meeting.
2
<PAGE>
Required Vote
As of the Record Date, there were 48,137,139 shares of Common Stock
outstanding, held by approximately 500 holders of record holders, and 4,326,036
shares of Preferred Stock outstanding, held by approximately 90 holders of
record. Each holder of Common Stock is entitled to one vote per share held of
record on the Record Date. Each holder of Preferred Stock is entitled to one
vote per share held of record on the Record Date. The affirmative vote of a
majority of the votes represented by outstanding shares of Common Stock and
Preferred Stock, voting together as one class, is required to elect a Board of
Directors and to ratify the selection of KPMG Peat Marwick LLP as the Company's
independent auditors.
THE MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING ARE OF GREAT IMPORTANCE
TO THE SHAREHOLDERS OF THE COMPANY. ACCORDINGLY, SHAREHOLDERS ARE URGED TO READ
AND CAREFULLY CONSIDER THE INFORMATION PRESENTED IN THIS PROXY STATEMENT, AND TO
COMPLETE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY.
Proxy Solicitation
The accompanying proxy is solicited by and on behalf of the Board of
Directors of the Company, and the expenses of solicitation, including preparing,
handling, printing and mailing of the proxy soliciting material, will be paid by
the Company. Solicitation will be made by use of the mails, and if necessary, by
telephone, telegram, cable, facsimile, advertising or personal interview. The
Company may use the services of its directors, officers or employees in
soliciting proxies. Directors, officers or employees who provide services in
soliciting proxies will not receive any compensation therefor in addition to
their regular compensation; however, the Company will reimburse any out-of-
pocket expenses incurred. The Company will request banks, brokerage houses and
other institutions, nominees and fiduciaries to forward soliciting material to
their principals and to obtain authorizations for the execution of proxy cards,
and will reimburse upon request for reasonable expenses incurred.
Availability of Independent Public Accountants
- ----------------------------------------------
A representative of KPMG Peat Marwick LLP will be present at the Annual
Meeting to respond to appropriate questions and will make a statement if such
representative desires to do so.
3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of Common Stock and Preferred Stock, as of April 22, 1996, by (i) each
person known to the Company to be the beneficial owner of 5% or more of
outstanding Common Stock and Preferred Stock, (ii) by the directors and nominees
of the Company individually, and the executive officers named in the "Summary
Compensation Table" individually, and (iii) by the executive officers and
directors of the Company as a group.
<TABLE>
<CAPTION>
Number of shares Percentage of Number of shares Percentage of
of Common Stock shares of of Preferred Stock shares of
Beneficially Common Stock Beneficially Preferred Stock
Name and Address (1) Owned (2) Beneficially Owned (2) Owned (2) Beneficially Owned (2)
- ----------------------------- ---------------- ----------------------- ------------------- -----------------------
<S> <C> <C> <C> <C>
Robert E. Donaldson 13,100,000 27.2% 0 --
Michael A. Erickson 4,100,000 8.5% 0 --
822 Mayflower Court
Northfield, MN 55057
David H. McCaffrey 4,804,000 10.0% 0 --
Darryl R. Brinker 0 -- 266,667 6.2%
8731 Bass Lake Road
New Hope, Minnesota 55428
Dale Ragan 1,632,666 3.4% 296,001 6.8%
4204 Country Wood Drive, SE
Rochester, Minnesota 55904
James Geiser 1,200,000 2.4% 0 --
All officers and directors 19,104,000 38.7% 0 --
as a group (3 persons)
</TABLE>
________________________
(1) Unless otherwise indicated, the address of each of the following
individuals is 6468 City West Parkway, Eden Prairie, Minnesota 55344.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and includes generally sole voting and
investment power with respect to securities. Shares of Common Stock or
Preferred Stock subject to options or warrants currently exercisable or
exercisable within sixty (60) days of the date of determination are deemed
outstanding for purposes of computing the percentage of shares beneficially
owned by the person holding such options or warrants, but are not deemed to
be outstanding for purposes of computing such percentage for any other
person. Unless otherwise indicated by footnote, each person or group
identified has sole voting and investment power with respect to all shares
of Common Stock and Preferred Stock shown as beneficially owned by them.
4
<PAGE>
PROPOSAL NUMBER ONE -- ELECTION OF A BOARD OF DIRECTORS
It is the intention of the Company's management that the shares represented
by proxy, unless otherwise indicated thereon, be voted for the election of
Messrs. Donaldson and McCaffrey (the "Nominees") who have consented to serve as
Directors of the Company if so elected, to hold office until the next regular
meeting of the shareholders and until their successors are elected and
qualified. Proxies cannot be voted for a greater number of nominees than the
number of Nominees named herein.
Unless the authority to vote in the election of the Director is withheld,
it is the intention of the proxies to nominate and vote for the Nominees. If at
the time of the Annual Meeting any Nominee shall have become unavailable for any
reason for election as a Director, which event is not expected to occur, the
persons entitled to vote the proxy will vote for such substitute nominees, if
any, as shall be designated by the Board of Directors. Certain information with
respect to the current Directors of the Company and the Nominees is set forth
below:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Robert E. Donaldson 53 President and Director
David H. McCaffrey 51 Chief Executive Officer and Director
</TABLE>
Mr. Donaldson served as the Company's President and as a Director since
January 1995. Mr. Donaldson founded Global MAINTECH, Inc. in April 1992 and has
served as its President since inception. Mr. Donaldson also served as Global
MAINTECH, Inc.'s Chief Executive Officer from April 1992 to December 1994.
Prior to founding Global MAINTECH, Inc., Mr. Donaldson served as a Vice
President of Meridian Technology Leasing Corp. from 1986 to 1991. Prior to
1986, Mr. Donaldson served in various capacities with Itel Corp. and
International Business Machines Corporation.
Mr. McCaffrey has served as the Company's Chief Executive Officer since
January 1995, and as a Director of the Company since January 1995. Mr.
McCaffrey has served as Global MAINTECH, Inc.'s Chief Executive Officer since
December 1994. Prior to joining Global MAINTECH, Inc. in December 1994, Mr.
McCaffrey served as President, Chief Executive Officer and Chief Financial
Officer of Rimage Corporation from April 1989 to October 1994. Mr. McCaffrey
also served as a director of Rimage Corporation from November 1992 until October
1994.
The Board of Directors does not have any standing audit, compensation,
stock option or nominating committees. The Board of Directors administers the
Company's 1989 Stock Option Plan and approves awards of stock options and
restricted stock awards made thereunder.
During the twelve months ended December 31, 1995, there were 4 meetings of
the Board of Directors. No director attended fewer than 75% of the aggregate of
the number of meetings of the Board of Directors.
The Company at present does not pay any director's fees. The Company may
reimburse its outside directors for expenses actually incurred in attending
meetings of the Board of Directors.
5
<PAGE>
EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
David H. McCaffrey 51 Chief Executive Officer
Robert E. Donaldson 53 President
James Geiser 46 Chief Financial Officer and Secretary
</TABLE>
See the biographical information on Messrs. McCaffrey and Donaldson under
"Election of Directors."
Mr. Geiser has been the Secretary of the Company since September 1993 and
Chief Financial Officer of the Company since January 1994. Since 1991, Mr.
Geiser has served as President of G&B Financial Advisory Services, a firm
engaged in providing financial consulting services to corporations requiring
financial restructuring. From 1989 until January 1992, Mr. Geiser served as
Chief Financial Officer and consultant to International Broadcasting
Corporation, an owner and operator of family entertainment attractions including
the Harlem Globetrotters and Ice Capades touring shows and three regional
amusement parks. International Broadcasting Corporation filed for bankruptcy
under Chapter 11 of the United States Bankruptcy Code. From 1987 until October
1989, Mr. Geiser was Vice President and Treasurer of Washington Square Capital,
Inc., an investment management company and subsidiary of Northwestern National
Life Insurance Company. From 1979 until 1987, Mr. Geiser held various positions
with Gelco Corporation, including the position of Assistant Treasurer of Gelco
Corp., and Vice President and Treasurer of Gelco Finance Corporation.
6
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
The Securities and Exchange Commission has implemented a rule which
requires companies to disclose information with respect to reports which are
required to be filed under Section 16 of the Securities Exchange Act of 1934, as
amended, by directors, officers and 10% shareholders of each company, if any of
such reports are not filed timely. Based solely upon a review of Forms 3 and 4
and amendments thereto furnished to the Company during the year ended December
31, 1995 and Forms 5 and amendments thereto with respect to such period, the
Company has determined that all required filings were made in a timely manner,
with the exception of the following:
<TABLE>
<CAPTION>
Reporting Person No. of Late Reports No. of Transactions
---------------- ------------------- -------------------
<S> <C> <C>
Robert E. Donaldson 1 1
Michael A. Erickson 1 1
David H. McCaffrey 1 1
</TABLE>
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation awarded to or earned
by the Chief Executive Officer during the twelve month period ended December 31,
1995. No executive officer of the Company earned salary and bonus in excess of
$100,000 during the twelve months ended December 31, 1995.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
NAME AND ----------------------------
PRINCIPAL POSITION YEAR SALARY OTHER COMPENSATION
- ------------------ ---- ------- -------------------
<S> <C> <C> <C>
Ronald E. Eibensteiner (1) 1995 $ 0 $0
Chief Executive Officer 1994 $17,500 $0
David H. McCaffrey (2) 1995 $95,475 $0
Chief Executive Officer
</TABLE>
____________________
(1) Mr. Eibensteiner assumed the office of Chief Executive Officer on June 1,
1994. Mr. Eibensteiner resigned as Chief Executive Officer on January 16,
1995.
(2) Mr. McCaffrey assumed the office of Chief Executive Officer on January 16,
1995 following Mr. Eibensteiner's resignation.
There were no option grants during the twelve months ended December 31,
1995 made to the executive officers named in the "Summary Compensation Table"
above.
7
<PAGE>
1989 STOCK OPTION PLAN. The Company has adopted the 1989 Stock Option Plan
(the "Plan") pursuant to which a committee of the Board of Directors (the
"Committee") may award options to purchase shares of Common Stock to employees
and non-employees of the Company who perform valuable services for or on behalf
of the Company. There were six employees of the Company eligible to participate
in the Plan as of April 1, 1995. The purpose of the Plan is to encourage
certain employees of the Company to acquire a proprietary interest in the
Company and to create additional incentives for employees to promote the
financial success of the Company. Under the Plan, options may be granted as
incentive stock options (to employees of the Company and its present or future
subsidiaries only) or options which do not qualify as incentive stock options.
The Plan was initially adopted by the Company in 1989 and amended in 1993 and in
1995. A maximum of 50,000,000 shares of the Company's Common Stock are
currently reserved for issuance pursuant to options granted under the Plan.
The Committee has the discretion to select the optionees and to establish
the terms and conditions of each stock option, subject to the provisions of the
Plan. The exercise price for an incentive stock option granted under the Plan
must not be less than the fair market value of the Common Stock as of the date
the option is granted. The term of each stock option is determined by the
Committee but may not exceed 10 years from the date the option is granted. If
the optionee directly or indirectly owns Common Stock possessing more than 10%
of the voting power of the classes of stock of the Company, the option price
must be at least 110% of the fair market value of the Common Stock and the term
of each option cannot exceed five years. Stock options granted under the Plan
are not transferable, except by will or by the laws of descent and distribution,
and are subject to various other conditions and restrictions. The Plan may be
amended or discontinued by the Board of Directors of the Company at any time,
except that no amendment to the Plan may, without shareholder approval, (i)
increase the number of shares under the Plan, (ii) decrease the minimum option
price, (iii) extend the maximum option term, or (iv) modify the eligibility
requirements.
As of December 31, 1995, the market price of the Common Stock was $.09 per
share and options to purchase 21,575,000 shares were outstanding under the Plan,
at a weighted average exercise price of .06 per share, of which options to
purchase 1,583,000 shares were exercisable as of such date.
Under current provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), upon the granting of either incentive stock options or
nonqualified stock options, no income will be realized by the optionee and no
deduction will be allowable to the Company. At the time of exercise of an
incentive stock option for cash, no income will be recognized by the optionee
although the spread between the option price and the fair market value of the
shares on the date of exercise will be a tax preference item used in the
calculation of an optionee's alternative minimum tax. At the time of exercise
of a nonqualified stock option for cash, the excess of the fair market value of
the shares acquired on the date of exercise over the exercise price paid will be
ordinary income to the optionee and deductible by the Company (subject to the
usual rules on ordinary and reasonable compensation deductions).
8
<PAGE>
PROPOSAL NUMBER TWO -- RATIFY APPOINTMENT OF AUDITORS
The Board of Directors unanimously recommends that the shareholders ratify
the appointment of KPMG Peat Marwick LLP as the Company's independent public
accountants for the fiscal year ending December 31, 1996. Unless otherwise
instructed, the proxies will be so voted. KPMG Peat Marwick LLP has served as
the Company's independent public accountants since March 17, 1995. A
representative of KPMG Peat Marwick LLP is expected to be present at the Annual
Meeting, will have an opportunity to make a statement if such representative
desires to do so, and will be available to respond to appropriate questions from
shareholders. The affirmative vote of a majority of the outstanding shares of
the Common Stock represented at the Annual Meeting is necessary to approve the
proposal.
On March 17, 1995, the Board of Directors retained KPMG Peat Marwick LLP as
independent auditors for the Company for the fiscal year ending December 31,
1995, thereby replacing McGladrey & Pullen LLP as the Company's independent
auditors. The reports of McGladrey & Pullen LLP on the Company's financial
statements for fiscal years 1994 and 1993 did not contain any adverse opinion or
disclaimer of opinion, and were not qualified or modified as to audit scope or
accounting principles. During the same period, McGladrey & Pullen LLP's reports
on the Company's financial statements were modified to include an uncertainty
regarding substantial doubt about the Company's ability to continue as a going
concern. The Company and McGladrey & Pullen LLP have not had any disagreements
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure during the Company's two most recent
fiscal years or during any subsequent interim period.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
____________________
RELATED TRANSACTIONS
On June 15, 1994, Paul F. Burger, Mr. Donaldson's brother-in-law, loaned
$250,000 to Global MAINTECH, Inc. pursuant to the terms of a demand promissory
note. The promissory note requires Global MAINTECH, Inc. to repay the loan
within 180 days of any demand by Mr. Burger. The promissory note bears an
interest rate of 13% and requires monthly interest payments. In connection
with the loan, Global MAINTECH, Inc. granted a security interest in its parts
inventory to Mr. Burger. As of March 15, 1995, the entire $250,000 principal
amount of the promissory note remained outstanding. On December 28, 1995, Mr.
Burger agreed to cancel the June 15, 1994 promissory note. In return, he
received $50,000 cash, a new $100,000 unsecured promissory note and 1,670,000
shares of common stock. The new promissory note dated December 31, 1995 is for
the principal amount of $100,000, is payable in 12 monthly installments and
bears an interest rate of 13% per annun. The Company began making payments
under this note in January 1996.
Effective December 31, 1995 the Company sold its brokerage line of business
for $123,000 to Norcom Resources, Inc., a privately held corporation whose sole
shareholder is Michael Erickson, a former officer and a current shareholder of
the Company. This sale resulted in a loss on disposal of $420,630. Due to the
uncertainty of collection, the Company will treat payments under this sale as
income when received. The sales proceeds are secured by up to 2,080,000 shares
of the Company's common stock held by Mr. Erickson. In connection with the
sale, the Company removed this former officer as personal guarantor from a
certain note payable in the principal amount of $190,000. The Company will
issue additional shares of common stock at $.06 per share to this individual to
the extent any debt is still outstanding under this note on which this former
officer is guarantor on March 31, 1997.
9
<PAGE>
SHAREHOLDER PROPOSALS
According to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended, a shareholder may require that certain proposals suggested by
the shareholder be voted upon at a shareholder meeting. Information concerning
any such proposal may be submitted to the Company for inclusion in the Company's
proxy statement. Any such proposal to be considered at the Company's annual
meeting of shareholders to be held in 1997 should be submitted to the Company on
or before December 31, 1996.
By Order of the Board of Directors,
James Geiser
Secretary
April 29, 1996
10
<PAGE>
GLOBAL MAINTECH CORPORATION
6468 CITY WEST PARKWAY
EDEN PRAIRIE, MINNESOTA 55344
APRIL 29, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
COMMON STOCK
The undersigned appoints David H. McCaffrey and James Geiser, and each of
them, with power to act without the other and with all the right of
substitution in each, the proxies of the undersigned to vote all shares of
Common Stock of Global MAINTECH Corporation (the "Company") held by the
undersigned on April 15, 1996, at the Annual Meeting of Shareholders of the
Company, to be held on May 30, 1996, at 10:00 a.m., at the Minneapolis Marriott
Southwest, 5801 Opus Parkway, Minnetonka, Minnesota 55343, and all adjournments
thereof, with all powers the undersigned would possess if present in person.
All previous proxies given with respect to the meeting are revoked.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS PROVIDED BY THE
UNDERSIGNED SHAREHOLDER, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2
HEREIN. UPON ALL OTHER MATTERS, THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE COMPANY.
Receipt of Notice of the Annual Meeting of Shareholders and Proxy Statement
is acknowledged by your execution of this proxy. Complete, sign, date, and
return this proxy in the addressed envelope--no postage required. Please mail
promptly to save further solicitation expenses.
PROXY
1. ELECTION OF DIRECTORS: Nominees: Robert E. Donaldson and David H.
McCaffrey.
[_] VOTE FOR all nominees listed above (except vote withheld for the
following nominees, if any, whose names are written below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
- ---------------------------------------------------------------------------
(over)
2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors
of the Company for the fiscal year ending December 31, 1996.
For [_] Against [_] Abstain [_]
3. To vote with discretionary authority upon such other matters as may come
before the meeting.
INSTRUCTION: When shares are held by
joint tenants, all joint tenants
should sign. When signing as
attorney, executor, administrator,
trustee, custodian, or guardian,
please give full title as such. If
shares are held by a corporation,
this proxy should be signed in full
corporate name by its president or
other authorized officer. If a
partnership holds the shares subject
to this proxy, an authorized person
should sign in the name of such
partnership.
SIGNATURE(S)
--------------------------------------
--------------------------------------
Dated: _________________________, 1996
<PAGE>
GLOBAL MAINTECH CORPORATION
6468 CITY WEST PARKWAY
EDEN PRAIRIE, MINNESOTA 55344
APRIL 29, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
SERIES A CONVERTIBLE PREFERRED STOCK
The undersigned appoints David H. McCaffrey and James Geiser, and each of
them, with power to act without the other and with all the right of
substitution in each, the proxies of the undersigned to vote all shares of
Series A Convertible Preferred Stock of Global MAINTECH Corporation (the
"Company") held by the undersigned on April 15, 1996, at the Annual Meeting of
Shareholders of the Company, to be held on May 30, 1996, at 10:00 a.m., at the
Minneapolis Marriott Southwest, 5801 Opus Parkway, Minnetonka, Minnesota 55343,
and all adjournments thereof, with all powers the undersigned would possess if
present in person. All previous proxies given with respect to the meeting are
revoked.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS PROVIDED BY THE
UNDERSIGNED SHAREHOLDER, THIS PROXY WILL BE VOTED "FOR" PROPOSALS 1 AND 2
HEREIN. UPON ALL OTHER MATTERS, THE PROXIES SHALL VOTE AS THEY DEEM IN THE BEST
INTERESTS OF THE COMPANY.
Receipt of Notice of the Annual Meeting of Shareholders and Proxy Statement
is acknowledged by your execution of this proxy. Complete, sign, date, and
return this proxy in the addressed envelope--no postage required. Please mail
promptly to save further solicitation expenses.
PROXY
1. ELECTION OF DIRECTORS: Nominees: Robert E. Donaldson and David H.
McCaffrey.
[_] VOTE FOR all nominees listed above (except vote withheld for the
following nominees, if any,whose names are written below).
[_] WITHHOLD AUTHORITY to vote for all nominees listed above.
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(over)
2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors
of the Company for the fiscal year ending December 31, 1996.
For [_] Against [_] Abstain [_]
3. To vote with discretionary authority upon such other matters as may come
before the meeting.
INSTRUCTION: When shares are held by
joint tenants, all joint tenants
should sign. When signing as
attorney, executor, administrator,
trustee, custodian, or guardian,
please give full title as such. If
shares are held by a corporation,
this proxy should be signed in full
corporate name by its president or
other authorized officer. If a
partnership holds the shares subject
to this proxy, an authorized person
should sign in the name of such
partnership.
SIGNATURE(S)
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Dated: _________________________, 1996
