<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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
GLOBAL MAINTECH CORPORATION
7578 Market Place Drive
Eden Prairie, Minnesota 55344
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
May 27, 1999
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, 1999, at 3:30 p.m., 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, 1999.
3. To approve the Company's 1999 Stock Option Plan.
4. 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 22, 1999 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 30, 1999
<PAGE>
GLOBAL MAINTECH CORPORATION
7578 Market Place Drive
Eden Prairie, Minnesota 55344
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held on
May 27, 1999
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 7578 Market Place Drive, Eden Prairie, Minnesota
55344, (612) 944-0400, for use at the Company's annual meeting of shareholders
(the "Annual Meeting") to be held at the Minneapolis Marriott Southwest, 5801
Opus Parkway, Minnetonka, Minnesota 55343, on May 27, 1999, at 3:30 p.m., or at
any adjournment thereof.
Every shareholder of record as of April 22, 1999 (the "Record Date") is
entitled to cast in person or by proxy (a) one vote for each share of the
Company's Common Stock ("Common Stock") held of record by such shareholder at
the Record Date; (b) one vote for each share of the Company's Series A
Convertible Preferred Stock ("Series A Stock") held of record by such
shareholder at the Record Date; and (c) 4.79 votes for each share of the
Company's Series B Convertible Preferred Stock ("Series B Stock") held of record
by such shareholder at the Record Date. The holders of the Company's Series C
Convertible Preferred Stock are not entitled to vote on any matters to be
presented at the Annual Meeting. The Series A Stock and the Series B Stock are
collectively referred to herein as "Preferred Stock." The Common Stock and
Preferred Stock will vote as a single 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 18,582,395 shares of Common Stock issued and
outstanding, 116,242 shares of Series A Stock issued and outstanding and 335,961
shares of Series B 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 30, 1999 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, 1999, at 3:30 p.m., 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, (2) to ratify the selection of KPMG Peat Marwick LLP as the
Company's independent auditors for the fiscal year ending December 31, 1999 and
(3) to approve the Company's 1999 Stock Option Plan. The Company also will
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 22, 1999 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
shareholder of record as of the Record Date is entitled to cast in person or by
proxy (a) one vote for each share of the Company's Common Stock held of record
by such shareholder at the Record Date; (b) one vote for each share of the
Company's Series A Stock held of record by such shareholder at the Record Date;
and (c) 4.79 votes for each share of the Company's Series B Stock held of record
by such shareholder at 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 Shareholders'
choices. 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 shares
of outstanding Common Stock and Preferred Stock representing a majority of the
votes eligible to be cast at the Annual Meeting is necessary to constitute a
quorum at the Annual Meeting.
Required Vote
As of the Record Date, there were 18,582,395 shares of Common Stock
outstanding, held by approximately 3,113 holders of record; 116,242 shares of
Series A Stock outstanding, held by approximately 16 holders of record; and
-2-
<PAGE>
335,961 and shares of Series B Stock outstanding, held by approximately 25
holders of record. Each shareholder of record as of the Record Date is entitled
to cast in person or by proxy (a) one vote for each share of the Company's
Common Stock held of record by such shareholder at the Record Date; (b) one vote
for each share of the Company's Series A Stock held of record by such
shareholder at the Record Date; and (c) 4.79 votes for each share of the
Company's Series B Stock held of record by such shareholder at 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 approve each of the proposals listed on the enclosed form of proxy.
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 22, 1999, 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 Number of Percentage Number of Percentage of
shares of of shares shares of of shares shares of shares of
Common of Common Series A of Series A Series B Series B
Stock stock Stock Stock Stock Stock
Beneficially Beneficially Beneficially Beneficially Beneficially Beneficially
Name and Address (1) Owned (2) Owned (2) Owned (2) Owned (2) Owned (2) Owned (2)
- -------------------------- ------------ ------------ ------------ ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
David H. McCaffrey (3) 1,980,000 10.5
John E. Haugo (4) 25,000 *
John Clarey 4,000 *
Doug Pihl -- --
Robert E. Donaldson 1,750,000 9.5
Ruth E. Donaldson 1,100,000 6.0
Donald Brattain 10,667 9.2%
Donald Fraser 26,667 22.9%
James Lehr 10,667 9.2%
Joseph & Florence 10,667 9.2%
Mcerlane, Jt. Ten
Henry Mlekoday 6,667 5.7%
Douglas Swanson 6,667 5.7%
Aaron Boxer Rev Trust 15,385 9.71%
u/a dtd 8/1/89
WCN/GAN Partners, Ltd. 77,000 22.92%
Industricorp & Co. FBO 25,000 7.44%
1561000091
John O. Hanson 30,770 9.16%
T.L. & C.A. Crow CRT #1 16,923 5.04%
All officers and directors
as a group (6 persons)(5) 4,129,000 21.8
</TABLE>
- ------------------------
* Less than 1%.
(1) Unless otherwise indicated, the address of each of the following
individuals is 7578 Market Place Drive, Eden Prairie, Minnesota 55344.
(2) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission, and generally includes 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 430,000 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 585,000 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, Clarey, Haugo, McCaffrey and Pihl (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 54 Chief Executive Officer and Director
Robert E. Donaldson 56 President and Director
John E. Haugo 63 Director
John Clarey 58 Director
Doug Pihl 60 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
also has served as the Company's Chief Executive Officer since December 1994.
Prior to joining the Company in December 1994, Mr. McCaffrey served as
President, Chief Executive Officer and Chief Financial Officer of Rimage
Corporation, which designs, manufactures and markets CD recordable ("CD-R") and
computer diskette duplication and production equipment and provides high volume
data duplication services on tape, diskette, CD-R and CD-ROM, 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 the Company in April 1992 and has served as
its President since inception. Mr. Donaldson also served as the Company's Chief
Executive Officer from April 1992 to December 1994. Prior to founding the
Company, 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 Corporation (now Anixter International Inc.) and
International Business Machines Corporation ("IBM").
Mr. Haugo has served as a Director of the Company since June 1997. Mr.
Haugo was the founder and Chief Executive Officer of both Edusystems, Inc., an
educational software business, and 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.
Mr. Clarey has been a Director of the Company since September 1998. Mr.
Clarey is Executive Vice President and Chief Operating Officer of Miller &
Schroeder Financial, Inc., an investment banking firm. Prior to joining Miller &
Schroeder, Mr. Clarey was Chief Executive Officer of Allison-Williams Company,
an investment banking firm, from 1980 to 1988.
Mr. Pihl has served as a Director of the Company since September 1998.
Between 1979 and early 1989, Mr. Pihl was affiliated with Lee Data Corporation,
which he co-founded. Lee Data developed and sold advanced hardware
communications devices for IBM mainframes. Subsequently, Mr. Pihl co-founded
NetStar, Inc., a developer of high-speed technology for network routers.
NetStar, Inc. was sold to Ascend Communications, Inc. in August 1996. Mr. Pihl
is Chairman of the Board and Chief Executive Officer of Vital Images, Inc., a
provider of three dimensional rendering software for the healthcare industry.
Mr. Pihl is also on the board of directors of Astrocom, Inc., Astron-Fearing
Corporation and three privately held companies.
-5-
<PAGE>
The Board of Directors did not have any standing audit, compensation, stock
option or nominating committees for the year ended December 31, 1998. On
February 19, 1999, the Board of Directors established an Audit Committee and a
Compensation Committee.
The Audit Committee, consisting of Messrs. Clarey, Haugo and Pihl, reviews
the results and scope of the audit and other services provided by the Company's
independent auditors, as well as the Company's accounting principles and its
systems of internal controls, and reports the results of its review to the full
Board of Directors and to management.
The Compensation Committee, consisting of Messrs. Clarey, Haugo and Pihl,
makes recommendations concerning executive salaries and incentive compensation
for employees and will administer the Company's 1999 Stock Option Plan if such
plan is approved at the Annual Meeting. The Board of Directors as a whole
administers the Company's 1989 Stock Option Plan.
During the year ended December 31, 1998, there were 4 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.
EXECUTIVE OFFICERS
Name Age Position
- ------------------- --- -------------------------------------
David H. McCaffrey 54 Chief Executive Officer
Robert E. Donaldson 56 President
James Geiser 49 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.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING 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 1998. Based solely on its review of the copies
-6-
<PAGE>
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, 1998.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation awarded to or earned
by the Chief Executive Officer and any employee who earned in excess of $100,000
during the year ended December 31, 1998. No executive officer of the Company
earned salary and bonus in excess of $100,000 during the year ended December 31,
1998.
Summary Compensation Table
Long Term
Compensation
------------
Annual Compensation Awards
---------------------------- ------------
Number of
Securities
Name and Principal Underlying
Position Year Salary Bonus Options
- ------------------- ---- ------ ----- ------------
David H. McCaffrey, 1998 $90,000 $8,000 180,000
CEO 1997 97,000 -- 250,000
1996 95,475 -- --
Stock Options
The following table sets forth information concerning individual grants of
stock options made to the person named in the "Summary Compensation Table" above
(the "Named Executive Officer"). No stock appreciation rights were granted or
exercised for the year ended December 31, 1998.
Option Grants in Last Fiscal Year
(Individual Grants)
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted (1) Fiscal Year ($/Sh) Date
- ------------------ ----------- ------------- -------- ----------
David H. McCaffrey 180,000 11% 1.94 01/23/03
- ----------------
(1) The right to purchase 90,000 of the 180,000 shares vested on 12/31/98 and
the remainder vests on 12/31/99.
-7-
<PAGE>
Aggregated Option Exercises in 1998 and Year End Option Values
The following table provides information concerning stock option exercise
and the value of unexercised options at December 31, 1998 for the Named
Executive Officer.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money
Acquired on Value Options at FY-end Options at FY-end
Name Exercise Realized Exercisable/Unexer. Exercisable/Unexer.(1)
- ------------------ ----------- -------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
David H. McCaffrey -- -- 430,000 / 0 $136,250 / $0
</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 unexercised in-the-money options have a
value of $136,250 (calculated based on the difference between the fair
market value of the 430,000 shares of Common Stock underlying in-the-money
options at year end ($1.50 at December 31, 1998) and the exercise price of
the options at year end (250,000 shares at $1.00 and 180,000 shares at
$1.4375)).
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.
RELATED TRANSACTIONS
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 had an
interest rate of 5.75% per annum and was scheduled to be repaid no later than
the termination date of the option to which the note related. Messrs. Donaldson,
McCaffrey and Geiser intend to repay these personal promissory notes in full on
or prior to April 30, 2000. 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.
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. The agreement was
automatically extended until January 1, 2000. 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 currently is less
than $100,000.
-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, 1999. 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 BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
PROPOSAL NUMBER THREE -- APPROVAL OF PLAN
On April 28, 1999, the Board of Directors approved the Company's 1999 Stock
Option Plan (the "1999 Plan"), subject to shareholder approval. The Company's
1989 Stock Option Plan (the "1989 Plan") terminates on November 15, 1999, and
after such time no additional stock options may be granted under such plan. The
Board of Directors believes that approval of the 1999 Plan is required to
provide for award grants, planned or otherwise, after November 15, 1999. The
Board of Directors believes that award grants under the 1999 Plan will be an
important element in attracting and retaining highly skilled and qualified
employees and officers, and, furthermore, that such award grants will be highly
effective in aligning the interests of management with those of the
shareholders. Therefore, the Board of Directors believes that it is desirable to
approve the 1999 Plan in order to provide for future award grants to employees,
officers and directors.
The purpose of the 1999 Plan is to promote the interests of the Company and
its shareholders by aiding the Company in attracting and retaining employees and
directors capable of contributing to the growth and success of, and providing
strategic direction to, the Company, and by offering such employees and
directors an opportunity to acquire a proprietary interest in the Company,
thereby providing them with incentives to put forth maximum efforts for the
success of the Company's business and aligning the interests of such employees
and directors with those of the Company's shareholders. The following is a
summary description of the material terms and conditions of the 1999 Plan. The
summary description is qualified in its entirety by the full text of the 1999
Plan, which is attached hereto as Exhibit A.
If approved, the 1999 Plan will be administered by the Compensation
Committee. A total of 6,000,000 shares of Common Stock currently will be
available and reserved for issuance in connection with awards granted under the
1999 Plan. Full and part-time employees, members of the Board of Directors,
consultants and independent contractors providing valuable services to the
Company or any eligible affiliate of the Company will be eligible to receive
awards under the 1999 Plan. Awards may be either incentive stock options,
nonqualified stock options, stock appreciation rights (each, a "SAR"),
restricted stock, restricted stock units, performance awards or other similar
awards permitted under the 1999 Plan; provided, however, that incentive stock
options may only be granted to employees and may not have a term greater than 10
years. The Compensation Committee will have the power to determine the number of
shares to be covered by awards under the 1999 Plan, determine the terms and
conditions of an award, amend the terms of an award, interpret and administer
the 1999 Plan and establish rules under the 1999 Plan. The exercise price of
each incentive stock option granted under the 1999 Plan shall not be less than
the fair market value of the Common Stock on the date the option is granted.
Under the 1999 Plan, the Compensation Committee may permit participants
receiving or exercising options, subject to the discretion of the Compensation
Committee and upon such terms and conditions as it may impose, to surrender
shares of Common Stock (either shares received upon the receipt or exercise of
the option or shares previously owned by the optionee) to the Company in payment
of the exercise price thereunder or to satisfy federal and state tax
obligations. In the event any dividend, distribution, recapitalization, stock
split, merger, consolidation, or other event occurs that affects the Shares such
that an adjustment is determined by the Compensation Committee to be appropriate
to prevent dilution or enlargement of benefits under the 1999 Plan, the
Compensation Committee may make such adjustments to awards under the 1999 Plan
as it deems necessary to preserve the benefits intended under the 1999 Plan and
such awards. Awards granted under the 1999 Plan will not be transferable. The
1999 Plan will expire on May 27, 2009, unless terminated earlier by the
Compensation Committee. No option may be granted after such termination, but
termination of the 1999 Plan shall not, without the consent of the optionee,
alter or impair any rights or obligations under any option previously granted.
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The awards to be granted to eligible participants in the 1999 Plan during
fiscal 1999 is not determinable as of the date of this Proxy Statement.
Similarly, the awards that would have been granted to eligible participants in
the 1999 Plan during fiscal 1998 is not determinable.
The following is a summary of the principal federal income tax consequences
generally applicable to awards under the 1999 Plan.
The grant of an option is not expected to result in any taxable income for
the recipient. The holder of an incentive stock option generally will have no
taxable income upon exercising the incentive stock option (except that a
liability may arise pursuant to the alternative minimum tax), and the Company
will not be entitled to a tax deduction when an incentive stock option is
exercised. Upon exercising a nonqualified stock option, the optionee must
recognize ordinary income equal to the excess of the fair market value of the
shares of Common Stock acquired on the date of exercise over the exercise price,
and the Company will be entitled at that time to a tax deduction for the same
amount. The tax consequence to an optionee upon a disposition of shares acquired
through the exercise of an option will depend upon how long the shares have been
held and upon whether such shares were acquired by exercising an incentive stock
option or by exercising a nonqualified stock option. Generally, there will be no
tax consequence to the Company in connection with disposition of shares acquired
under an option, except that an optionee may recognize ordinary income and the
Company may be entitled to a tax deduction in the case of a disposition of
shares acquired under an incentive stock option before the applicable incentive
stock option holding periods set forth in the Internal Revenue Code of 1986, as
amended (the "Code") have been satisfied.
At the time a SAR is granted, a recipient will not recognize any taxable
income. At the time of exercise of a SAR the recipient will recognize ordinary
income equal to the cash or the fair market value of the shares of Common Stock
received at such time.
A recipient will not recognize any taxable income at the time a restricted
stock award is granted, provided that such stock is restricted as to
transferability and subject to substantial risk of forfeiture. At the time the
shares become transferable or not subject to substantial risk of forfeiture
(whichever occurs earlier), the recipient will recognize ordinary income equal
to the fair market value of the shares of Common Stock received over the amount
(if any) paid for such shares, and the Company will be entitled at that time to
a tax deduction for the same amount. Section 83(b) of the Code provides that a
recipient of a restricted stock award may elect, not later than 30 days after
the date the restricted stock award is originally made, to include as ordinary
income the fair market value of the stock at that time. If such an election is
made, any future appreciation in the fair market value of the stock will be
capital gain.
At the time of grant of a performance award, dividend equivalent or other
stock-based award (collectively hereinafter referred to as "deferred awards"), a
recipient generally will not recognize any taxable income. At the time a
deferred award matures, the recipient will recognize ordinary income equal to
the cash or fair market value of the shares of stock received at such time. Any
additional gain recognized on a subsequent sale or exchange of such stock will
not be compensation income but will be treated as capital gain.
Special rules may apply in the case of individuals subject to Section 16 of
the Exchange Act. In particular, unless a special election is made pursuant to
the Code, shares received pursuant to the exercise of a stock option or SAR may
be treated as restricted as to transferability and subject to a substantial risk
of forfeiture for a period of up to six months after the date of exercise. In
such case, the amount of any ordinary income recognized, and the amount of the
Company's tax deduction, would be determined as of the end of such period.
The Company generally will be allowed an income tax deduction in the amount
that, and for its taxable year in which, a recipient recognizes ordinary income
pursuant to an option or other award under the 1999 Plan, but only if the
Company properly reports such income to the Internal Revenue Service or
withholds income tax upon such amount as required under the Code.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL.
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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, 1999 is expected to be held on or
about May 27, 2000, and the proxy materials in connection with that meeting are
expected to be mailed on or about April 30, 2000. Shareholder proposals for that
meeting must comply with the proxy rules and must be received by the Company on
or before December 30, 1999.
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EXHIBIT A
GLOBAL MAINTECH CORPORATION
1999 STOCK OPTION PLAN
Section 1. Purpose.
The purpose of the Global MAINTECH Corporation 1999 Stock Option Plan (the
"Plan") is to aid in attracting and retaining management personnel and members
of the Board of Directors who are not also employees ("Non-Employee Directors")
of Global MAINTECH Corporation (the "Company") capable of assuring the future
success of the Company, to offer such personnel incentives to put forth maximum
efforts for the success of the Company's business and to afford such personnel
an opportunity to acquire a proprietary interest in the Company.
Section 2. Definitions.
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean (i) any entity that, directly or indirectly
through one or more intermediaries, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in each case as
determined by the Committee.
(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted
Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
Stock-Based Award granted under the Plan.
(c) "Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any regulations promulgated thereunder.
(e) "Committee" shall mean a committee of the Board of Directors of the
Company designated by such Board to administer the Plan, which shall consist of
members appointed from time to time by the Board of Directors. Each member of
the Committee shall be an "outside director" as defined in Section 162(m) of the
Code.
(f) "Company" shall mean Global MAINTECH Corporation, a Minnesota
corporation, and any successor corporation.
(g) "Dividend Equivalent" shall mean any right granted under Section 6(e)
of the Plan.
(h) "Eligible Person" shall mean any employee, officer, consultant or
independent contractor providing services to the Company or any Affiliate who
the Committee determines to be an Eligible Person.
(i) "Fair Market Value" shall mean, with respect to any property
(including, without limitation, any Shares or other securities), the fair market
value of such property determined by such methods or procedures as shall be
established from time to time by the Committee.
(j) "Incentive Stock Option" shall mean an option granted under Section
6(a) of the Plan that is intended to meet the requirements of Section 422 of the
Code or any successor provision.
(k) "Non-Qualified Stock Option" shall mean an option granted under Section
6(a) of the Plan that is not intended to be an Incentive Stock Option.
(l) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option, and shall include Restoration Options.
(m) "Other Stock-Based Award" shall mean any right granted under Section
6(f) of the Plan.
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(n) "Participant" shall mean an Eligible Person designated to be granted an
Award under the Plan.
(o) "Performance Award" shall mean any right granted under Section 6(d) of
the Plan.
(p) "Person" shall mean any individual, corporation, partnership,
association or trust.
(q) "Plan" shall mean this 1999 Stock Option Plan, as amended from time to
time.
(r) "Reload Option" shall mean any Option granted under Section 6(a)(iv) of
the Plan.
(s) "Restricted Stock" shall mean any Share granted under Section 6(c) of
the Plan.
(t) "Restricted Stock Unit" shall mean any unit granted under Section 6(c)
of the Plan evidencing the right to receive a Share (or a cash payment equal to
the Fair Market Value of a Share) at some future date.
(u) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation.
(v) "Shares" shall mean shares of Common Stock, no par value, of the
Company or such other securities or property as may become subject to Awards
pursuant to an adjustment made under Section 4(c) of the Plan.
(w) "Stock Appreciation Right" shall mean any right granted under Section
6(b) of the Plan.
Section 3. Administration.
(a) Power and Authority of the Committee. The Plan shall be administered by
the Committee. Subject to the express provisions of the Plan and to applicable
law, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to each
Participant under the Plan; (iii) determine the number of Shares to be covered
by (or with respect to which payments, rights or other matters are to be
calculated in connection with) each Award; (iv) determine the terms and
conditions of any Award or Award Agreement; (v) amend the terms and conditions
of any Award or Award Agreement and accelerate the exercisability of Options or
the lapse of restrictions relating to Restricted Stock, Restricted Stock Units
or other Awards; (vi) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities, other
Awards or other property, or canceled, forfeited or suspended; (vii) determine
whether, to what extent and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or the Committee; (viii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (ix) establish, amend, suspend or waive such rules and regulations and
appoint such agents as it shall deem appropriate for the proper administration
of the Plan; and (x) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive and binding upon any
Participant, any holder or beneficiary of any Award and any employee of the
Company or any Affiliate.
(b) Delegation. The Committee may delegate its powers and duties under the
Plan to one or more officers of the Company or of any Affiliate or a committee
of such officers, subject to such terms, conditions and limitations as the
Committee may establish in its sole discretion; provided, however, that the
Committee shall not delegate its powers and duties under the Plan with regard to
officers or directors of the Company or any Affiliate who are subject to Section
16 of the Securities Exchange Act of 1934, as amended.
Section 4. Shares Available for Awards.
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(a) Shares Available. Subject to adjustment as provided in Section 4(c),
the number of Shares available for granting Awards under the Plan shall be
6,000,000. If any Shares covered by an Award or to which an Award relates are
not purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Shares, then the number of Shares counted against the aggregate
number of Shares available under the Plan with respect to such Award, to the
extent of any such forfeiture or termination, shall again be available for
granting Awards under the Plan.
(b) Accounting for Awards. For purposes of this Section 4, if an Award
entitles the holder thereof to receive or purchase Shares, the number of Shares
covered by such Award or to which such Award relates shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan.
(c) Adjustments. In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Shares, other
securities or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of
warrants or other rights to purchase Shares or other securities of the Company
or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it
may deem equitable, adjust any or all of (i) the number and type of Shares (or
other securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise price
with respect to any Award; provided, however, that the number of Shares covered
by any Award or to which such Award relates shall always be a whole number.
(d) Limitation on Annual Awards to Individuals. Notwithstanding any other
provision in this Plan, no Participant may be granted an Award or Awards under
the Plan, the value of which is based solely on an increase in the value of the
Shares after the date of grant of such Award or Awards, for more than 800,000
Shares in the aggregate in any one calendar year period beginning with the
period commencing on January 1, 1999 through December 31, 1999. The foregoing
annual limitation specifically includes the grant of any "performance-based"
awards within the meaning of Section 162(m) of the Code.
Section 5. Eligibility.
Any Eligible Person, including any Eligible Person who is an officer or
director of the Company or any Affiliate, shall be eligible to be designated a
Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the
services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as
the Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full or part-time
employees (which term as used herein includes, without limitation, officers and
directors who are also employees) and an Incentive Stock Option shall not be
granted to an employee of an Affiliate unless such Affiliate is also a
"subsidiary corporation" of the Company within the meaning of Section 424(f) of
the Code or any successor provision.
Section 6. Awards.
(a) Options. The Committee is hereby authorized to grant Options to
Participants with the following terms and conditions and with such additional
terms and conditions not inconsistent with the provisions of the Plan as the
Committee shall determine:
(i) Exercise Price. The purchase price per Share purchasable under an
Option shall be determined by the Committee; provided, however, that such
purchase price shall not be less than 100% of the Fair Market Value of a
Share on the date of grant of such Option.
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(ii) Option Term. The term of each Option shall be fixed by the
Committee; provided, however, that the term of an Incentive Stock Option
shall not extend more than ten years from the date of grant of such
Incentive Stock Option.
(iii) Time and Method of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and
the method or methods by which, and the form or forms (including, without
limitation, cash, Shares, promissory notes, other securities, other Awards
or other property, or any combination thereof, having a Fair Market Value
on the exercise date equal to the relevant exercise price) in which,
payment of the exercise price with respect thereto may be made or deemed to
have been made.
(iv) Reload Options. The Committee may grant Reload Options,
separately or together with another Option, pursuant to which, subject to
the terms and conditions established by the Committee and any applicable
requirements of Rule 16b-3 or any other applicable law, the Participant
would be granted a new Option when the payment of the exercise price of the
option to which such Reload Option relates is made by the delivery of
Shares owned by the Participant pursuant to the relevant provisions of the
plan or agreement relating to such option, which new Option would be an
Option to purchase the number of Shares not exceeding the sum of (A) the
number of Shares so provided as consideration upon the exercise of the
previously granted option to which such Reload Option relates and (B) the
number of Shares, if any, tendered or withheld as payment of the amount to
be withheld under applicable tax laws in connection with the exercise of
the option to which such Reload Option relates pursuant to the relevant
provisions of the plan or agreement relating to such option. Reload Options
may be granted with respect to options previously granted under the Plan or
any other stock option plan of the Company, and may be granted in
connection with any option granted under the Plan or any other stock option
plan of the Company at the time of such grant.
(v) Certain Options to be Treated as Non-Qualified Stock Options. To
the extent that the aggregate Fair Market Value of all Shares subject to
Incentive Stock Options granted to a Participant under all plans of the
Company and its parent and subsidiary corporations (as described in Section
422(d) of the Code) that are exercisable for the first time during any
calendar year exceeds $100,000 at the time such Options are granted to such
Participant, then such Options shall be treated as Options that do not
qualify as Incentive Stock Options.
(vi) Ten Percent Shareholder Rule. Notwithstanding any other provision
in the Plan, if an Option is granted pursuant to the Plan to a Participant
who owns, directly or indirectly (within the meaning of Section 424(d) of
the Code), stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or its parent or any
subsidiary, then any Incentive Stock Option to be granted to such
Participant pursuant to the Plan shall satisfy the requirements of Section
422(c)(5) of the Code, and the exercise price of such Option shall be not
less than 110% of the Fair Market Value of the Shares covered, and such
Option by its terms shall not be exercisable after the expiration of five
years from the date such Option is granted.
(b) Stock Appreciation Rights. The Committee is hereby authorized to grant
Stock Appreciation Rights to Participants subject to the terms of the Plan and
any applicable Award Agreement. A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise thereof
the excess of (i) the Fair Market Value of one Share on the date of exercise
(or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock
Appreciation Right as specified by the Committee, which price shall not be less
than 100% of the Fair Market Value of one Share on the date of grant of the
Stock Appreciation Right. Subject to the terms of the Plan and any applicable
Award Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock Appreciation
Right as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units. The Committee is hereby
authorized to grant Awards of Restricted Stock and Restricted Stock Units to
Participants with the following terms and conditions and
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with such additional terms and conditions not inconsistent with the provisions
of the Plan as the Committee shall determine:
(i) Restrictions. Shares of Restricted Stock and Restricted Stock
Units shall be subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share
of Restricted Stock or the right to receive any dividend or other right or
property with respect thereto), which restrictions may lapse separately or
in combination at such time or times, in such installments or otherwise as
the Committee may deem appropriate.
(ii) Stock Certificates. Any Restricted Stock granted under the Plan
shall be evidenced by issuance of a stock certificate or certificates,
which certificate or certificates shall be held by the Company. Such
certificate or certificates shall be registered in the name of the
Participant and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock. In the
case of Restricted Stock Units, no Shares shall be issued at the time such
Awards are granted.
(iii) Forfeiture; Delivery of Shares. Except as otherwise determined
by the Committee, upon termination of employment (as determined under
criteria established by the Committee) during the applicable restriction
period, all Shares of Restricted Stock and all Restricted Stock Units at
such time subject to restriction shall be forfeited and reacquired by the
Company; provided, however, that the Committee may, when it finds that a
waiver would be in the best interest of the Company, waive in whole or in
part any or all remaining restrictions with respect to Shares of Restricted
Stock or Restricted Stock Units. Any Share representing Restricted Stock
that is no longer subject to restrictions shall be delivered to the holder
thereof promptly after the applicable restrictions lapse or are waived.
Upon the lapse or waiver of restrictions and the restricted period relating
to Restricted Stock Units evidencing the right to receive Shares, such
Shares shall be issued and delivered to the holders of the Restricted Stock
Units.
(d) Performance Awards. The Committee is hereby authorized to grant
Performance Awards to Participants subject to the terms of the Plan and any
applicable Award Agreement. A Performance Award granted under the Plan (i) may
be denominated or payable in cash, Shares (including, without limitation,
Restricted Stock), other securities, other Awards or other property and (ii)
shall confer on the holder thereof the right to receive payments, in whole or in
part, upon the achievement of such performance goals during such performance
periods as the Committee shall establish. Subject to the terms of the Plan and
any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee.
(e) Dividend Equivalents. The Committee is hereby authorized to grant to
Participants Dividend Equivalents under which such Participants shall be
entitled to receive payments (in cash, Shares, other securities, other Awards or
other property as determined in the discretion of the Committee) equivalent to
the amount of cash dividends paid by the Company to holders of Shares with
respect to a number of Shares determined by the Committee. Subject to the terms
of the Plan and any applicable Award Agreement, such Dividend Equivalents may
have such terms and conditions as the Committee shall determine.
(f) Other Stock-Based Awards. The Committee is hereby authorized to grant
to Participants such other Awards that are denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Shares
(including, without limitation, securities convertible into Shares), as are
deemed by the Committee to be consistent with the purpose of the Plan; provided,
however, that such grants must comply with Rule 16b-3 and applicable law.
Subject to the terms of the Plan and any applicable Award Agreement, the
Committee shall determine the terms and conditions of such Awards. Shares or
other securities delivered pursuant to a purchase right granted under this
Section 6(f) shall be purchased for such consideration, which may be paid by
such method or methods and in such form or forms (including without limitation,
cash, Shares, promissory notes, other securities, other Awards or other property
or any combination thereof), as the Committee shall determine, the value of
which consideration, as established by the Committee, shall not be less than
100% of the Fair Market Value of such Shares or other securities as of the date
such purchase right is granted.
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(g) General.
(i) No Cash Consideration for Awards. Awards shall be granted for no
cash consideration or for such minimal cash consideration as may be
required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in
tandem with or in substitution for any other Award or any award granted
under any plan of the Company or any Affiliate other than the Plan. Awards
granted in addition to or in tandem with other Awards or in addition to or
in tandem with awards granted under any such other plan of the Company or
any Affiliate may be granted either at the same time as or at a different
time from the grant of such other Awards or awards.
(iii) Forms of Payment under Awards. Subject to the terms of the Plan
and of any applicable Award Agreement, payments or transfers to be made by
the Company or an Affiliate upon the grant, exercise or payment of an Award
may be made in such form or forms as the Committee shall determine
(including, without limitation, cash, Shares, promissory notes, other
securities, other Awards or other property or any combination thereof), and
may be made in a single payment or transfer, in installments or on a
deferred basis, in each case in accordance with rules and procedures
established by the Committee. Such rules and procedures may include,
without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents with respect to installment or deferred payments.
(iv) Limits on Transfer of Awards. No Award and no right under any
such Award shall be transferable by a Participant otherwise than by will or
by the laws of descent and distribution; provided, however, that, if so
determined by the Committee, a Participant may, in the manner established
by the Committee, designate a beneficiary or beneficiaries to exercise the
rights of the Participant and receive any property distributable with
respect to any Award upon the death of the Participant. Each Award or right
under any Award shall be exercisable during the Participant's lifetime only
by the Participant or, if permissible under applicable law, by the
Participant's guardian or legal representative. No Award or right under any
such Award may be pledged, alienated, attached or otherwise encumbered, and
any purported pledge, alienation, attachment or encumbrance thereof shall
be void and unenforceable against the Company or any Affiliate.
(v) Term of Awards. The term of each Award shall be for such period as
may be determined by the Committee.
(vi) Restrictions; Securities Exchange Listing. All certificates for
Shares or other securities delivered under the Plan pursuant to any Award
or the exercise thereof shall be subject to such stop transfer orders and
other restrictions as the Committee may deem advisable under the Plan or
the rules, regulations and other requirements of the Securities and
Exchange Commission and any applicable federal or state securities laws,
and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. If the
Shares or other securities are traded on a securities exchange, the Company
shall not be required to deliver any Shares or other securities covered by
an Award unless and until such Shares or other securities have been
admitted for trading on such securities exchange.
Section 7. Amendment and Termination; Adjustments.
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award Agreement or in the Plan:
(a) Amendments to the Plan. The Board of Directors of the Company may
amend, alter, suspend, discontinue or terminate the Plan; provided, however,
that, notwithstanding any other provision of the Plan or any Award Agreement,
without the approval of the stockholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be made that,
absent such approval:
(i) would cause Rule 16b-3 to become unavailable with respect to the
Plan;
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(ii) would violate the rules or regulations of the New York Stock
Exchange, any other securities exchange or the National Association of
Securities Dealers, Inc. that are applicable to the Company; or
(iii) would cause the Company to be unable, under the Code, to grant
Incentive Stock Options under the Plan.
(b) Amendments to Awards. The Committee may waive any conditions of or
rights of the Company under any outstanding Award, prospectively or
retroactively. The Committee may not amend, alter, suspend, discontinue or
terminate any outstanding Award, prospectively or retroactively, without the
consent of the Participant or holder or beneficiary thereof, except as otherwise
herein provided.
(c) Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or any Award in the manner and to the extent it shall deem desirable to
carry the Plan into effect.
Section 8. Income Tax Withholding; Tax Bonuses.
(a) Withholding. In order to comply with all applicable federal or state
income tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal or state payroll, withholding,
income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such Participant. In order to assist
a Participant in paying all or a portion of the federal and state taxes to be
withheld or collected upon exercise or receipt of (or the lapse of restrictions
relating to) an Award, the Committee, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit the Participant to
satisfy such tax obligation by (i) electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise or receipt of (or
the lapse of restrictions relating to) such Award with a Fair Market Value equal
to the amount of such taxes or (ii) delivering to the Company Shares other than
Shares issuable upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such
taxes. The election, if any, must be made on or before the date that the amount
of tax to be withheld is determined.
(b) Tax Bonuses. The Committee, in its discretion, shall have the
authority, at the time of grant of any Award under this Plan or at any time
thereafter, to approve cash bonuses to designated Participants to be paid upon
their exercise or receipt of (or the lapse of restrictions relating to) Awards
in order to provide funds to pay all or a portion of federal and state taxes due
as a result of such exercise or receipt (or the lapse of such restrictions). The
Committee shall have full authority in its discretion to determine the amount of
any such tax bonus.
Section 9. General Provisions.
(a) No Rights to Awards. No Eligible Person, Participant or other Person
shall have any claim to be granted any Award under the Plan, and there is no
obligation for uniformity of treatment of Eligible Persons, Participants or
holders or beneficiaries of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to any Participant or with respect to
different Participants.
(b) Award Agreements. No Participant will have rights under an Award
granted to such Participant unless and until an Award Agreement shall have been
duly executed on behalf of the Company.
(c) No Limit on Other Compensation Arrangements. Nothing contained in the
Plan shall prevent the Company or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.
(d) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ, or as giving a
Non-Employee Director the right to continue as a Director, of the Company or any
Affiliate, nor will it affect in any way the right of the Company or an
Affiliate to terminate such employment at any time, with or without cause. In
addition, the Company or an Affiliate may at any
7
<PAGE>
time dismiss a Participant from employment, or terminate the term of a
Non-Employee Director, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award Agreement.
(e) Governing Law. The validity, construction and effect of the Plan or any
Award, and any rules and regulations relating to the Plan or any Award, shall be
determined in accordance with the laws of the State of Minnesota.
(f) Severability. If any provision of the Plan or any Award is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or any such Award shall remain in full
force and effect.
(g) No Trust or Fund Created. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.
(h) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether
cash shall be paid in lieu of any fractional Shares or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.
(i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
Section 10. Effective Date of the Plan.
The Plan shall be effective as of the date on which it is approved by the
shareholders of the Company.
Section 11. Term of the Plan.
Unless the Plan shall have been discontinued or terminated as provided in
Section 7(a), the Plan shall terminate on the date which is ten years after the
date on which the Plan receives shareholder approval. No Award shall be granted
after the termination of the Plan. However, unless otherwise expressly provided
in the Plan or in an applicable Award Agreement, any Award theretofore granted
may extend beyond the termination of the Plan, and the authority of the
Committee provided for hereunder with respect to the Plan and any Awards, and
the authority of the Board of Directors of the Company to amend the Plan, shall
extend beyond the termination of the Plan.
8
<PAGE>
GLOBAL MAINTECH CORPORATION
7578 Market Place Drive
Eden Prairie, Minnesota 55344
April 30, 1999
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 22, 1999, at the Annual Meeting of Shareholders of the
Company, to be held on May 27, 1999, 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, 2 AND 3
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: John Clarey, Robert E. Donaldson, John E.
Haugo, David H. McCaffrey and Doug Pihl.
[_] 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, 1999.
For [_] Against [_] Abstain [_]
3. To approve the Company's 1999 Stock Option Plan.
For [_] Against [_] Abstain [_]
4. 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: _________________________, 1999
<PAGE>
GLOBAL MAINTECH CORPORATION
7578 Market Place Drive
Eden Prairie, Minnesota 55344
April 30, 1999
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 22, 1999, at the Annual Meeting of
Shareholders of the Company, to be held on May 27, 1999, 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, 2 AND 3
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: John Clarey, Robert E. Donaldson, John E.
Haugo, David H. McCaffrey and Doug Pihl.
[_] 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, 1999.
For [_] Against [_] Abstain [_]
3. To approve the Company's 1999 Stock Option Plan.
For [_] Against [_] Abstain [_]
4. 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: _________________________, 1999
<PAGE>
GLOBAL MAINTECH CORPORATION
7578 Market Place Drive
Eden Prairie, Minnesota 55344
April 30, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Series B 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 B Convertible Preferred Stock of Global MAINTECH Corporation (the
"Company") held by the undersigned on April 22, 1999, at the Annual Meeting of
Shareholders of the Company, to be held on May 27, 1999, 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, 2 AND 3
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: John Clarey, Robert E. Donaldson, John E.
Haugo, David H. McCaffrey and Doug Pihl.
[_] 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, 1999.
For [_] Against [_] Abstain [_]
3. To approve the Company's 1999 Stock Option Plan.
For [_] Against [_] Abstain [_]
4. 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: _________________________, 1999
