<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] No fee required
[_] 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:
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(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 27, 1998
TO THE SHAREHOLDERS OF GLOBAL MAINTECH CORPORATION:
The Annual Meeting of the shareholders of Global MAINTECH Corporation (the
"Company") will be held on May 27, 1998, at 3:30 p.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, 1998.
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 13, 1998 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:
/s/ James Geiser
James Geiser
Secretary
Dated: April 24, 1998
<PAGE>
GLOBAL MAINTECH CORPORATION
6468 City West Parkway
Eden Prairie, Minnesota 55344
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held on
May 27, 1998
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 27, 1998, at 3:30 p.m., Central
Daylight Time, or at any adjournment thereof.
Every shareholder of record as of April 13, 1998 (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 a class on all matters to be voted
on at the Annual Meeting. The holders of the 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 17,123,258 shares of Common Stock issued and
outstanding, and 233,446 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 24, 1998 to the Company's shareholders
of record as of the Record Date (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.
<PAGE>
THE ANNUAL MEETING
Date, Time and Place
The Annual Meeting will be held on May 27, 1998, at 3:30 p.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 (1) to elect a Board
of Directors and (2) to ratify the selection of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending December 31, 1998. 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 13, 1998 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 of Common Stock held of record on the
Record Date and 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 matters that are not named in this
Proxy Statement and that properly come before the Annual Meeting, the persons
entitled to vote the proxies shall vote the proxies as they deem to be in the
best interest of the Company. The Board of Directors does not intend to present
to the Annual Meeting any matter not referred to herein and does not presently
know of any matters that may be presented at the meeting by others. 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 17,123,258 shares of Common Stock
outstanding, held by approximately 3,066 holders of record, and 233,446 shares
of Preferred Stock outstanding, held by approximately 23 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 such parties upon request for reasonable
expenses incurred with respect thereto.
Availability of Independent Public Accountants
A representative of KPMG Peat Marwick LLP is expected to 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 13, 1998,
by (1) each person known to the Company to be the beneficial owner of 5% or
more of the outstanding Common Stock or Preferred Stock, (2) by the directors
and nominees of the Company individually, and the executive officer named in
the "Summary Compensation Table" individually, and (3) by the executive
officers and directors of the Company as a group
<TABLE>
<CAPTION>
Number of Percentage of Number of Percentage of
shares of shares of shares of shares of
Common Stock Common Stock Preferred Stock Preferred Stock
Beneficially Beneficially Beneficially Beneficially
Name and Address (1) Owned (2) Owned (2) Owned (2) Owned (2)
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David H. McCaffrey (3) 1,840,000 10.6 - -
Robert E. Donaldson 1,750,000 10.2 - -
John E. Haugo (4) 25,000 * - -
Dale Ragan 296,667 1.7 59,201 25.4
4204 Country Wood Drive, SE
Rochester, Minnesota 55904
All officers and directors 3,885,000 22.3 - -
as a group (4 persons) (5)
------------------------
</TABLE>
* Less than 1%.
(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 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 him.
(3) Includes 250,000 shares of Common Stock issuable to Mr. McCaffrey upon the
exercise of outstanding options.
(4) Includes 25,000 shares of Common Stock issuable to Mr. Haugo upon the
exercise of outstanding options.
(5) Includes 325,000 shares of Common Stock issuable to all officers and
directors as a group upon the exercise of outstanding options.
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, McCaffrey and Haugo (the "Nominees"), each of whom has
consented to serve as a director of the Company if so elected, to hold office
until the next regular meeting of the shareholders and until his successor is
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:
Name Age Position
- ---- --- --------
David H. McCaffrey 53 Chief Executive Officer and Director
Robert E. Donaldson 55 President and Director
John E. Haugo 62 Director
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.
Mr. Donaldson has 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 its 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. Haugo was elected as a director of the Company at the June 24, 1997
meeting of the Board of Directors. Mr. Haugo was the founder and Chief Executive
Officer of both Edusystems, Inc. and, more recently, Serving Software, Inc., a
developer of applications for the healthcare industry. Serving Software, Inc.
was sold in 1994 to HBO & Company. Mr. Haugo also serves on the board of
directors of St. Paul Software, Inc., Catalog Marketing Services, Inc. and
Member Services International, Inc.
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 year ended December 31, 1997, there were five meetings of the
Board of Directors. No director attended fewer than 75% of the meetings of the
Board of Directors.
The Company at present does not pay any director's fees, although the
Company may reimburse its outside directors for expenses actually incurred in
attending meetings of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
5
<PAGE>
EXECUTIVE OFFICERS
Name Age Position
- ---- --- --------
David H. McCaffrey 53 Chief Executive Officer
Robert E. Donaldson 55 President
James Geiser 48 Chief Financial Officer and Secretary
See the biographical information on Messrs. Donaldson and McCaffrey under
"PROPOSAL NUMBER ONE -- ELECTION OF A BOARD OF DIRECTORS" above.
Mr. Geiser has served as 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. 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.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, certain officers and persons who own more than 10% of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Forms 4 or 5 with the Securities
and Exchange Commission (the "SEC"). Such officers, directors and 10%
shareholders are also required by the SEC's rules to furnish the Company with
copies of all Section 16(a) reports filed by them.
Specific due dates for such reports have been established by the SEC and
the Company is required to disclose in this Proxy Statement any failure to file
reports by such dates during 1997. Based solely on its review of the copies of
such reports received by it or by written representations from certain reporting
persons, the Company believes that all Section 16(a) filing requirements
applicable to its officers, directors and 10% shareholders were complied with
during the year ended December 31, 1997.
6
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth the cash compensation awarded to or earned
by the Chief Executive Officer during the year ended December 31, 1997. No
executive officer of the Company earned salary and bonus in excess of $100,000
during the year ended December 31, 1997.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
Name and Awards
Principal Position Year Salary Securities Underlying Options
- ------------------ ---- --------- -----------------------------
<S> <C> <C> <C>
David H. McCaffrey 1997 $ 97,000 250,000 shares
Chief Executive Officer 1996 $ 95,470 -
1995 $ 95,475 -
</TABLE>
Option Grants
The following table provides information concerning stock options granted
during the year ended December 31, 1997 made to the executive officer named in
the "Summary Compensation Table" above (the "Named Executive Officer").
<TABLE>
<CAPTION>
Number of Percent of Total
Securities Options Granted Exercise
Underlying to Employees Price Expiration
Name Options (1) During 1997 Per Share Date
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David H. McCaffrey 250,000 17.5 $ 1.00 1/5/02
Chief Executive Officer
</TABLE>
- --------------------
(1) This option became fully vested on January 5, 1998.
Aggregated Option Exercises In 1997 And Year End Option Values
The following table provides information concerning stock option exercises
and the value of unexercised options at December 31, 1997 for the Named
Executive Officer.
<TABLE>
<CAPTION>
Number of Value of
Shares Securities Underlying Unexercised In-The-
Acquired on Value Unexercised Options Money Options
Name Exercise Realized At Year End At Year End (1)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David H. McCaffrey - - 250,000 $312,500
Chief Executive Officer
</TABLE>
- ----------------------
(1) Mr. McCaffrey believes his stock options have no value, based on the low
trading volume of the Common Stock and the restrictive trading rules
applicable to insiders. Notwithstanding the foregoing, for reporting
purposes only, Mr. McCaffrey's unexercisable in-the-money options have a
value of $312,500 (calculated based on the difference between the fair
market value of the Common Stock underlying such options at year end ($2.25
at December 31, 1997) and the exercise price of the options at year end
($1.00 at December 31, 1997)).
In addition, the Company has a written employment agreement with James
Geiser, the Company's Chief Financial Officer and Secretary, which agreement
contains certain severance arrangements. See "RELATED TRANSACTIONS" below.
7
<PAGE>
RELATED TRANSACTIONS
On June 15, 1994, Paul F. Burger, Mr. Donaldson's brother-in-law, loaned
$250,000 to the Company's wholly owned subsidiary, Global MAINTECH, Inc.
("MAINTECH"), pursuant to the terms of a demand promissory note. The promissory
note required MAINTECH to repay the loan within 180 days of any demand by Mr.
Burger. The promissory note bore an interest rate of 13% per annum and required
monthly interest payments. In connection with the loan, MAINTECH granted a
security interest in its parts inventory to Mr. Burger. On December 28, 1996,
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 334,000
shares of Common Stock. The new promissory note dated December 31, 1995 was
payable in 12 monthly installments and bore an interest rate of 13% per annum.
This note was paid in full in January 1997.
Effective January 1, 1995, the Company entered into a written employment
agreement with James Geiser. This agreement had an initial term of three years,
which ended on January 1, 1998. Thereafter, the agreement provides for automatic
extensions of the term of the agreement for additional one-year periods unless
the Company notifies Mr. Geiser of its intent not to renew the agreement at
least 90 days prior to the end of the then-current term. This agreement also
contains (1) a provision regarding repayment of Mr. Geiser's expenses that are
reasonably incurred in connection with the performance of his duties and (2) a
severance arrangement which provides that, in the event the Company terminates
Mr. Geiser's employment without cause, the Company will continue to pay Mr.
Geiser his annual salary for the remainder of the then-current term of the
agreement. This agreement does not specify the amount of the salary to be paid
to Mr. Geiser pursuant to such agreement. Mr. Geiser's salary is established
from time-to-time by the Board of Directors. Mr. Geiser's salary is currently
less than $100,000.
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 treated payments
under this sale as income when received. The sales proceeds were secured by up
to 416,000 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. In
March 1997, Norcom Resources paid the Company in full the amount of $70,000
pursuant to notes payable issued to the Company as part of the sale of the
brokerage line of business. The Company recorded the collection on these notes
payable as income from discontinued operations in 1997.
On December 16, 1996, pursuant to the advice of the Company's financial
advisor, Bob Donaldson, David McCaffrey and Jim Geiser exercised certain stock
options to purchase 730,000, 840,000 and 240,000 shares of Common Stock,
respectively. Messrs. Donaldson, McCaffrey and Geiser paid their respective
exercise prices totaling $109,000, $126,000 and $59,000 in the form of personal
promissory notes payable to the Company. Each of these promissory notes bears an
interest rate of 5.75% per annum and will be repaid no later than the
termination date of the option to which the note related. Bob Donaldson is a
Director of the Company and its President. David McCaffrey is a Director of the
Company and its Chief Executive Officer. Jim Geiser is the Company's Chief
Financial Officer and Secretary.
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, 1998. 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 and Preferred Stock (voting together as
one class) represented at the Annual Meeting is necessary to approve the
proposal.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
OTHER MATTERS
Shareholder Proposals
The proxy rules of the SEC permit shareholders, after timely notice to
issuers, to present proposals for shareholder action in issuer proxy statements
where such proposals are consistent with applicable law, pertain to matters
appropriate to shareholder action, and are not properly omitted by company
action in accordance with proxy rules. The Company's annual meeting of
shareholders for the year ending December 31, 1998 is expected to be held on or
about May 27, 1999, and the proxy materials in connection with that meeting are
expected to be mailed on or about April 24, 1999. Shareholder proposals for that
meeting must comply with the proxy rules and must be received by the Company on
or before December 25, 1998.
9
<PAGE>
GLOBAL MAINTECH CORPORATION
6468 CITY WEST PARKWAY
EDEN PRAIRIE, MINNESOTA 55344
APRIL 24, 1998
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 13, 1998, at the Annual Meeting of Shareholders of the
Company, to be held on May 27, 1998, at 3:30 p.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, John E. Haugo 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, 1998.
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: _________________________, 1998
<PAGE>
GLOBAL MAINTECH CORPORATION
6468 CITY WEST PARKWAY
EDEN PRAIRIE, MINNESOTA 55344
APRIL 24, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
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
Preferred Stock of Global MAINTECH Corporation (the "Company") held by the
undersigned on April 13, 1998, at the Annual Meeting of Shareholders of the
Company, to be held on May 27, 1998, at 3:30 p.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, John E. Haugo 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, 1998.
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: _________________________, 1998
