CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757
April 20, 2000
Dear Shareholder:
On behalf of the Board of Directors and management, I cordially invite
you to attend the Annual Meeting of the Shareholders of Cimetrix Incorporated,
which will be held on Saturday, May 20, 2000, at 9:00 a.m. in the Marriott
Hotel, 75 South West Temple, Salt Lake City, Utah.
At the meeting, your Board is asking shareholders to elect five (5)
directors. This proposal is fully set forth in the accompanying proxy statement
which you are urged to read thoroughly. I will also report on the progress of
the Company and answer shareholder questions.
It is important that your shares are represented and voted at the
meeting whether or not you plan to attend. Accordingly, you are requested to
sign, date and mail the enclosed proxy in the envelope provided at your earliest
convenience.
Thank you for your cooperation.
Very truly yours,
Paul A. Bilzerian
President
<PAGE>
CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Meeting Date: May 20, 2000
TO OUR SHAREHOLDERS:
The Annual Meeting of the Shareholders of Cimetrix Incorporated, a
Nevada corporation (the "Company"), will be held on May 20, 2000, commencing at
9:00 a.m., in the Marriott Hotel, 75 South West Temple, Salt Lake City, Utah, to
consider and vote on the following matters described in this notice and the
accompanying Proxy Statement:
1. To elect five directors to the Company's Board of Directors to serve
for one-year terms.
The Board of Directors has fixed the close of business on April 1, 2000
as the record date for determination of shareholders entitled to vote at the
Annual Meeting or any adjournments thereof, and only record holders of Common
Stock at the close of business on that day will be entitled to vote. At the
record date, 24,425,690 shares of Common Stock were issued and outstanding.
TO ASSURE REPRESENTATION AT THE ANNUAL MEETING, SHAREHOLDERS ARE URGED
TO SIGN AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE. ANY SHAREHOLDER ATTENDING
THE ANNUAL MEETING MAY VOTE IN PERSON EVEN IF HE OR SHE PREVIOUSLY RETURNED A
PROXY. A PROXY MAY BE REVOKED BY WRITTEN REVOCATION DELIVERED TO THE COMPANY AT
ANY TIME PRIOR TO THE ANNUAL MEETING.
By Order of the Board of Directors,
Riley G. Astill
Vice President of Finance and Secretary
April 20, 2000
Salt Lake City, Utah
<PAGE>
CIMETRIX INCORPORATED
6979 South High Tech Drive
Salt Lake City, Utah 84047-3757
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
Meeting Date: May 20, 2000
This Proxy Statement is being sent on or about April 20, 2000 in
connection with the solicitation of proxies by the Board of Directors of
Cimetrix Incorporated, a Nevada corporation (the "Company" or "Cimetrix"). The
proxies are for use at the 2000 Annual Meeting of the Shareholders of the
Company, which will be held on May 20, 2000, commencing at 9:00 a.m., in the
Marriott Hotel, 75 South West Temple, Salt Lake City, Utah, and at any meetings
held upon adjournment thereof (the "Annual Meeting"). The record date for the
Annual Meeting is the close of business on April 1, 2000 (the "Record Date").
Only holders of record of the Company's Common Stock on the Record Date are
entitled to notice of the Annual Meeting and to vote at the Annual Meeting.
A proxy card is enclosed. Whether or not you plan to attend the Annual
Meeting in person, please sign, date and return the enclosed proxy card as
promptly as possible, in the postage-prepaid envelope provided, to ensure that
your shares will be voted at the Annual Meeting. Any shareholder who returns a
proxy has the power to revoke it at any time prior to its effective use by
filing with the Secretary of the Company an instrument revoking it or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. Unless contrary instructions are given, any such proxy, if not
revoked, will be voted at the Annual Meeting for the five nominees for election
as directors as set forth in this Proxy Statement.
At the Record Date, April 1, 2000, there were 24,425,690 shares of the
Company's Common Stock issued and outstanding. The presence, either in person or
by proxy, of persons entitled to vote a majority of the Company's outstanding
Common Stock is necessary to constitute a quorum for the transaction of business
at the Annual Meeting. Abstentions and broker non-votes are counted for purposes
of determining a quorum, but are not considered as having voted for purposes of
determining the outcome of a vote. No other voting securities of the Company
were outstanding at the Record Date.
Holders of the Common Stock have one vote for each share on any matter
that may be presented for consideration and action by the shareholders at the
Annual Meeting. In order for action to be taken on any matter, it must receive a
majority of the votes present and voting in person or by proxy except the
election of directors. Directors may be elected by a plurality vote. The five
nominees for director receiving the highest number of votes at the Annual
Meeting will be elected. Unless instructed otherwise, the shares represented by
proxies to management will be voted for the named nominees.
The cost of preparing, assembling, printing and mailing this Proxy
Statement and the accompanying form of proxy, and the cost of soliciting proxies
relating to the Annual Meeting, will be borne by the Company. The Company may
request banks and brokers to solicit their customers who beneficially own Common
Stock listed of record in names of nominees, and will reimburse such banks and
brokers for their reasonable out-of-pocket expenses for such solicitations. The
solicitation of proxies by mail may be supplemented by telephone, telegram and
personal solicitation by officers, directors and regular employees of the
Company, but no additional compensation will be paid to such individuals.
-1-
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors has determined that the five directors named
below will be nominated for election as directors at the Annual Meeting. Each
nominee has consented to being named in the Proxy Statement as a nominee for
election as director and has agreed to serve as director if elected.
The Board of Directors have advised the Company that it intends at the
Annual Meeting to vote the shares covered by the proxies for the election of the
nominees named below. If any one or more of such nominees should for any reason
become unavailable for election, the Board of Directors may vote for the
election of such substitute nominees as the Board of Directors may propose. The
accompanying form of proxy contains a discretionary grant of authority with
respect to this matter.
The nominees for election as directors at the Annual Meeting are set
forth below.
Positions with Director
Name the Company Since
---- ----------- -----
Paul A. Bilzerian President, Chief Executive February 9, 1996
Officer and Director
Lowell Anderson Director January 23, 1998
Dr. Ron Lumia Director January 1, 1996
Randall Mackey Director January 23, 1998
Bill Van Drunen Director May 16, 1998
Biographical Information
There is no family relationship among the current directors and
executive officers. The following sets forth brief biographical information for
each director of Cimetrix.
Paul A. Bilzerian, age 49, President, Chief Executive Officer and
director, has been involved in Cimetrix in various capacities since 1994. Mr.
Bilzerian has been the President of Bicoastal Holding Company, a private
investment company, since 1993. During the period 1988 to 1989, he was the
Chairman and Chief Executive Officer of the Singer Company. Mr. Bilzerian has
been involved in more than $10 billion dollars of corporate transactions and
financing. He has a B.S. Degree in Political Science from Stanford University
and a Masters in Business Administration from Harvard University.
Dr. Lowell K. Anderson, age 57, has been a director of Cimetrix since
January 23, 1998. Dr. Anderson has practiced Oral and Maxillofacial Surgery from
1975 to the present. From 1973 to 1975, Dr. Anderson served as a Major in the
United States Air Force. From 1970 to 1973, Dr. Anderson did his residency at
Mayo Clinic and Mayo Graduate School of Medicine. Dr. Anderson graduated from
the University of Louisville Dental School with honors in 1966. Dr. Anderson is
currently a member of the Brigham Young University Alumni Board. Dr. Anderson
also served as President of the Western Society of Oral and Maxillofacial
Surgeons, representing over 600 surgeons.
-2-
<PAGE>
Dr. Ron Lumia, age 49, has been a director of Cimetrix since January 1,
1996. He has been a Professor in the Mechanical Engineering Department of the
University of New Mexico since October, 1994. From 1986 through September, 1994,
Dr. Lumia served as Group Leader at the National Institute of Standards and
Technology (NIST), performing research in the areas of advanced automation,
robotics, machine vision, and systems integration. Previously, he taught at
ESIEE (Paris, France), Virginia Tech, and the National University of Singapore,
where he consulted for a variety of companies. Dr. Lumia received a B.S. from
Cornell University and a M.S. and Ph.D. from the University of Virginia, all in
electrical engineering. He is the author of over 100 technical papers.
Randall A. Mackey, age 54, has been a director of Cimetrix since
January 23, 1998. Mr. Mackey has been a shareholder of the Salt Lake City law
firm of Mackey, Price & Williams and its predecessor firms. From 1979 to 1989,
he practiced law with the Salt Lake City law firm of Fabian & Clendenin, where
he was a shareholder and director of the firm from 1982 to 1989. From 1977 to
1979 Mr. Mackey was associated with the Washington, D.C. law firm of Hogan &
Hartson. Mr. Mackey received a Bachelor of Science degree in Economics from the
University of Utah in 1968, a Master in Business Administration degree from
Harvard University in 1970, a Juris Doctor degree from Columbia University in
1975 and a Bachelor of Civil law degree from Oxford University in 1977. Mr.
Mackey has served as Secretary and a director since November 1995 of Paradigm
Medical Industries, Inc., which develops, manufactures and sells ophthalmic
surgical systems.
John W.("Bill")Van Drunen, age 45, has been a director of Cimetrix since
May 16, 1999. Mr. Van Drunen is a Vice President at First Security Bank. He has
been with First Security Bank since 1993. Prior to this he was with Bank America
in various assignments from 1988 to 1993. He has a B.S. degree in Business
Management from Colorado State University.
Board Meetings and Committees
The Company's Board of Directors met twelve times during 1999. Each of
the Company's directors attended at least 75% of the meetings of the Board of
Directors. The Company's Board of Directors serves in its entirety as the
Nominating, Compensation and Audit Committees, with the exception of Mr.
Bilzerian, who does not serve on the Audit Committee.
All directors of the Company hold office until the next annual meeting
of shareholders and until their successors have been elected and qualified.
EXECUTIVE OFFICERS
The following table sets forth certain biographical information with
respect to the executive officers of the Company (biographical information for
Mr. Bilzerian is set forth above):
Name Age Title
Paul A. Bilzerian 49 President and Chief Executive Officer
David P. Faulkner 44 Executive Vice President of Marketing
Robert Reback 40 Executive Vice President of Sales
Michael D. Feaster 29 Vice President of Software Development
-3-
<PAGE>
Steven K. Sorensen 41 Vice President and Chief Engineer
Riley G. Astill 39 Vice President of Finance,
Chief Financial Officer
David P. Faulkner, Executive Vice President of Marketing, joined the
Company in August 1996. Mr. Faulkner was previously employed as the Manager of
PLC Marketing, Manager of Automotive Operations and District Sales Manager for
GE Fanuc Automation, a global supplier of factory automation computer equipment
specializing in programmable logic controllers, factory software and computer
numerical controls from 1986-1996. Mr. Faulkner has a B.S. Degree in Electrical
Engineering and a Masters Degree in Business Administration from Rensselaer
Polytechnic Institute.
Robert H. Reback, Executive Vice President of Sales, joined Cimetrix as
Vice President of Sales in January 1996 and was promoted to Executive Vice
President of Sales and Marketing in January, 1997. Mr. Reback was the District
Manager of Fanuc Robotics' West Coast business unit from 1994-1995. From
1985-1993 he was Director of Sales/Account Executives for Thesis, Inc., a
privately-owned supplier of factory automation software and was previously a
Senior Automation Engineer for Texas Instruments. Mr. Reback has a B.S. Degree
in Mechanical Engineering and a M.S. Degree in Industrial Engineering from
Purdue University.
Michael D. Feaster, Vice President of Software Development, joined the
company in April 1998, as Director of Customer Services. In December 1998, Mr.
Feaster was promoted to Vice President of Software Development. From 1994 to
1998, Mr. Feaster was employed at Century Software, Inc., as the Vice President
of Software Development, directing 25 engineers. Century Software, Inc., is a
global supplier of PC to UNIX connectivity software, specializing in internet
access of Windows to legacy mission critical applications. From 1988 to 1994 he
served as a software engineer contractor/subcontractor for such companies as
Fidelity Investments, IAT, Inc., NASA, and Mexico's Border Inspection Division.
Dr. Steven K. Sorensen, Vice President and Chief Engineer, joined the
Company in 1990. Prior to joining Cimetrix, Dr. Sorensen was an Associate
Professor at Brigham Young University, where he received his Ph.D. in Mechanical
Engineering. Dr. Sorensen has been working to develop the Cimetrix technology
for the past twelve years and is one of the principal architects of many of the
Company's most important products.
Riley G. Astill, Vice President of Finance, Chief Financial Officer,
originally joined Cimetrix as Controller, in July, 1994. He remained Controller
until October, 1996, when he left the Company prior to its moving to Tampa, FL.
Mr. Astill rejoined Cimetrix as Vice President of Finance in December, 1997. Mr.
Astill was Controller of a privately held Salt Lake City publisher from
1991-1994. From 1990-1991, he was a Senior Accountant for Oryx Energy Company.
From 1988-1990 he was an Accountant for Ernst & Young in Dallas. He has a B.S.
Degree in Accounting from the University of Utah and a Masters Degree in
Accounting from Utah State University.
-4-
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Director Compensation
Directors of the Company receive no cash compensation, but are
reimbursed for expenses. Each director (but not including directors who are
officers or employees) is granted stock options to purchase 24,000 shares of
common stock at an exercise price per share in excess of the market price at the
time of grant. Vested options become exercisable six months after vesting. The
following table summarizes the options held by each of the Company's directors.
Director Number Exercise
Name of Options Price
---- ---------- -----
Paul A. Bilzerian 0 n/a
Lowell K. Anderson 56,000 2.50
Dr. Ron Lumia 98,000 2.50
Randall A. Mackey 56,000 2.50
Bill Van Drunen 48,000 2.50
Executive Officer Compensation
The following table discloses compensation, for the three fiscal years
ended December 31, 1999, paid by the Company to the named executive officers
whose annual compensation equals or exceeds $100,000 (collectively the "Named
Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term Compensation
-------------------------
Annual Compensation Awards Payout
---------------------------------- ------------------------- ---------
Restricte Securities Long-term
Stock Underlying Incentive All Other
Name and Principal Position Year Salary ($) Bonus Other Awards($) Options Payout($) Compensation
- --------------------------- ---- --------- ----- ----- --------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul A. Bilzerian, President 1999 120,000(1) 0 13,500 0 0 0 0
Chief Executive Officer 1998 120,000(1) 0 0 0 0 0 0
1997 90,000(1) 0 0 0 0 0 0
Robert H. Reback, Executive 1999 120,000 20,000 0 0 0(2) 0 3,036(3)
Vice President of Sales 1998 120,000 20,000 0 4,000 200,000 0 3,036(3)
1997 121,769 0 0 0 0 0 2,836(3)
David P. Faulkner, Executive 1999 120,000 0 0 0 100,000(2) 0 2,836(4)
Vice President Marketing 1998 100,000 5,000 0 0 100,000 0 2,553(4)
1997 101,475 0 20,000 0 0 0 2,553(4)
Michael D. Feaster, Vice 1999 100,000 0 0 0 65,000(2) 0 753(5)
President of Software Dev. 1998 59,000 0 0 0 35,000 0 451(5)
1997 0 0 0 0 0 0 0
- -------------------
(1) These amounts were paid or are owed to Bicoastal Holding Company for Mr. Bilzerian's services.
(See "Certain Relationships and Related Transactions.")
(2) Excludes 100,000 options which were awarded on February 1, 2000, subsequent to the Company's fiscal
year end December 31, 1999.
(3) Includes matching contributions of $2,200 to the Company's 401k plan for years 1999, 1998 and 1997.
Also includes $836, $836 and $636 for term life insurance premiums in 1999, 1998 and 1997 respectively.
(4) Includes matching contributions of $2,000, $1,800 and $1,800 to the Company's 401k plan for 1999, 1998 and 1997
respectively. Also includes $836, $753 and $753 for term life insurance premiums in 1999, 1998 and 1997 respectively.
(5) Includes $753 and $451 for term life insurance premiums in 1999 and 1998 respectively.
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth certain information regarding the grant of
stock options to the person named in the Summary Compensation Table during the
fiscal year ended December 31, 1999.
Individual Grants Potential Realizable
Number of Percent of Value at Assumed
Securities Total Options Annual Rates of Stock
Underlying Granted to Exercise Price Appreciation for
Options Employees in Price Per Expiration Option Term ($) (1)
Name Granted (#) Fiscal Year Share ($) Date 5% 10%
- ---- ----------- -------------- ---------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Paul A. Bilzerian 0 n/a n/a n/a n/a n/a
Robert H. Reback 0 n/a n/a n/a n/a n/a
David P. Faulkner 100,000 24 2.50 1/31/04 319,000 403,000
Michael D. Feaster 65,000 15 2.50 1/31/04 207,350 261,950
- ------------
(1) Potential realizable value is based on the assumption that the common stock
of the Company appreciates at the annual rate shown (compounded annually)
from the date of grant until the expiration of the 5 year option term,
using the exercise price of each option as the beginning value. The real
value of the options depends on the actual appreciation of the value of the
Company's common stock. These numbers do not reflect the Company's
estimates of future stock price growth and no assurance exists that the
price of the Company's common stock will appreciate at the rates assumed in
the table.
</TABLE>
-6-
<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
Number of Securities
Shares Underlying Unexercised Value of Unexercised
Acquired Options at In-the-Money Options at
On Exercise Value Fiscal Year-End (#) Fiscal Year-End ($)(3)
------------------------------ ---------------------------
Name (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Paul A. Bilzerian 0 0 0 (1) 0 0 0
Robert H. Reback 0 0 120,000 80,000 (2) 7,200 4,800 (2)
David P. Faulkner 0 0 75,000 125,000 (2) 4,500 7,500 (2)
Michael D. Feaster 0 0 33,750 66,250 (2) 2,025 3,975 (2)
- -------------
(1) Excludes 27,500 warrants for Cimetrix common stock held indirectly by the Paul A. Bilzerian and
Terri L. Steffen Family Trust of 1995. Mr. Bilzerian disclaims any beneficial ownership of these shares.
See beneficial ownership disclosure below.
(2) Excludes 100,000 options which were awarded on February 1, 2000, subsequent to the Company's fiscal year end
December 31, 1999.
(3) Closing market value of the Company's common stock at December 31, 1999, of $2.56, minus the exercise price of $2.50.
</TABLE>
REPORT ON EXECUTIVE OFFICER COMPENSATION
The Board of Directors reviewed and approved the compensation and fringe
benefits for the Company's officers, consisting of six persons. The Board
evaluates the performance of all officers, including the President and Chief
Executive Officer, and administers the Company's compensation program for
officers.
Compensation Philosophy
The Company's compensation philosophy for officers conforms to its
compensation philosophy for all employees generally. The Company's compensation
is designed to:
o Provide compensation comparable to that offered by companies with
similar business, allowing the Company to successfully attract and
retain the employees necessary to its long-term success.
o Provide compensation that rewards individual achievement and
differentiates among employees based upon individual performance.
o Provide incentive compensation that varies according to both the
Company's success in achieving its performance goals and the
employee's contribution to that success; and
o Provide an appropriate linkage between employee compensation and
the creation of shareholder value through awards that are tied to
the Company's financial performance and by facilitating employee
stock ownership.
In furtherance of these goals, the Company's officers' compensation comprises
salary, annual cash bonuses, long-term incentive compensation in the form of
stock options and various fringe benefits, including medical benefits and a
401(k) savings plan.
-7-
<PAGE>
Salaries
The Board of Directors reviewed the salaries of all the officers of the
Company for fiscal year 1999. The Board of Directors made salary decisions
concerning the officers based upon a variety of considerations in conformance
with the compensation philosophy stated above. First, salaries were
competitively set relative to both other companies in the software industry and
other comparable companies. Second, the Board of Directors considered each
officer's level of responsibility and individual performance, including an
assessment of the person's overall value to the Company. Third, internal equity
among employees was factored into the decision. Finally, the Board of Directors
considered the Company's financial performance and its ability to absorb any
increases in salaries.
Bonuses
Each officer is eligible to receive an annual cash bonus that is
generally paid pursuant to an incentive compensation formula established at the
beginning of a year in connection with the preparation of the Company's
operating budget for the year. In formulating decisions with respect to cash
bonus awards, the Board of Directors evaluates each officer's role and
responsibility in the Company and other factors that the Board deems relevant to
motivate each officer to achieve strategic performance goals.
Stock Options
The Company has a stock option plan that is designed to align the
interests of the shareholders and the Company's officers in the enhancement of
shareholder value. Stock options are granted under the plan by an administrative
committee comprising disinterested members of the Board of Directors. In
general, stock options are granted at an exercise price not lower than the fair
market value of the Company's Common Stock on the date of grant. In formulating
its recommendations to the administrative committee for the stock option plan,
the Board of Directors evaluates the Company's overall financial performance for
the year, the desirability of long-term service from an officer and the number
of stock options held by other officers in the Company who have the same, more
or less responsibility. To encourage long-term performance, the stock options
granted in fiscal year 1999 vest ratably over a four-year period and expire up
to five years after the date of grant.
Chief Executive Officer Compensation
The total compensation of the President and Chief Executive Officer for
fiscal year 1999 was based on a contract between the Company and Bicoastal
Holding Company, which was approved by the shareholders on May 15, 1999.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 1, 1999 the Company entered into a new agreement with
Bicoastal Holding Company providing for the continued services of Paul A.
Bilzerian, as President of Cimetrix. The agreement provides that the Company is
to pay Bicoastal Holding Company for his services at a rate of $10,000 per month
for his services through December 31, 2000. In addition, the Company will
provide a $1,500 monthly living allowance and reimbursement for reasonable
travel expenses.
In December 1999, the Company entered into a six month lease, for
$2,350 per month, for a residential property, which it provides rent-free to the
President and other employees as temporary accommodations.
-8-
<PAGE>
Subsequent to year end, the Company strengthened its relationship with
its Japanese affiliate, Aries, Inc., by investing an additional $478,000 on
January 26, 2000, for the purchase of an additional 500 shares of Aries stock,
bringing the Company's holdings to 600 shares. The stock was purchased in a sale
of 2,950 shares by Aries and brings the Company's total ownership in Aries to
approximately 18%. Aries is the Company's distributor in Japan and sales to
Aries represented 17% of the Company's total sales in 1999.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers, directors and greater than 10% shareholders to
file reports of ownership (on Form 3) and periodic changes in ownership (on
Forms 4 and 5) of Company securities with the Securities and Exchange
Commission. For the fiscal year 1999, the Company's officers and directors,
timely filed all required Forms 3, 4 and 5. The Company believes that its
officers and directors are current in their 16(a) reporting requirements.
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to beneficial
ownership of the Company's common stock (exclusive of options or warrants), as
of April 20, 2000, for (i) each executive officer of the Company; (ii) each
director of the Company; and (iii) each beneficial owner of more than 5% of the
Company's common stock; and (iv) all executive officers and directors as a
group:
Name of Person of Group Number of Shares Percent of Ownership (12)
- ----------------------- ---------------- --------------------------
<S> <C> <C>
Paul Bilzerian 0 (1) * (1)
16229 Villarreal De Avila
Tampa, Florida 33613
Overseas Holdings Limited Partnership 2,900,000 (1) 11.87% (1)
Park Tower, Suite 2630
400 North Tampa Street
Tampa, Florida 33602
1994 Bilzerian Irrevocable Trust 2,315,00 (2) 9.50% (2)
Park Tower, Suite 2630
400 North Tampa Street
Tampa, Florida 33602
Joe K. Johnson 1,466,361 6.00%
8989 South Schofield Circle
Sandy, Utah 84093
Dr. Lowell K. Anderson 225,450 (3) *
2848 North Foothill Drive
Provo, Utah 84604
Dr. Ron Lumia 98,250 (4) *
443 Live Oak Loop NE
Albuquerque, New Mexico 87122
Randall A. Mackey 50,000 (5) *
1474 Harvard Ave
Salt Lake City, Utah 84105
</TABLE>
-9-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Bill Van Drunen 70,764 (6) *
3391 Larchmont Drive
Salt Lake City, Utah 84109
Robert H. Reback 121,000 (7) *
600 Daybreaker Drive
Park City, UT 84098
Steven K. Sorensen 297,390 (8) 1.01%
1052 E. Meadow Circle
Alpine, UT 84004
Michael D. Feaster 33,750 (9) *
7577 South Butler Hills Dr.
Salt Lake City, UT 84121
David P. Faulkner 77,500 (10) *
8803 South Willow Green Drive
Sandy, UT 84093
Riley G. Astill 37,500 (11) *
2312 South 200 East
Bountiful, UT 84010
Officers and Directors (10 persons) 1,011,604 (1) 4.05% (1)
- -------------------
* Less than 1%.
</TABLE>
(1) As of March 28, 2000, Overseas Holdings Limited Partnership, whose general
partner is Overseas Holding Company, was the owner of 2,900,000 shares of the
Company's common stock, representing 11.87% of the Company's outstanding stock.
As of April 20, 2000 Bicoastal Holding Company was the owner of 180,000 shares
of the Company's common stock, representing 0.75% of the Company's outstanding
stock. Bicoastal Holding Company was also the owner of 27,500 warrants to
purchase the Company's common stock for $2.50 per share, representing .1% of the
Company's outstanding stock. As of April 20, 2000, the Paul A. Bilzerian and
Terri L. Steffen Family Trust of 1995 is the beneficial owner of 3,080,000
shares of the Company's stock and 27,500 warrants to purchase the Company's
stock, representing 13.3% of the Company's outstanding stock, because it is the
99% limited partner of Overseas Holdings Limited Partnership, and the owner of
100% of the stock of Overseas Holding Company, and the owner of 100% of the
stock of Bicoastal Holding Company. As of April 20, 2000, Paul A. Bilzerian may
be deemed the beneficial owner of these shares and warrants, because he is
married to Terri L. Steffen, the beneficiary of the Paul A. Bilzerian and Terri
L. Steffen Family Trust of 1995. The number of shares indicated for Mr.
Bilzerian also excludes shares held by the Paul A. Bilzerian and Terri L.
Steffen 1994 Irrevocable Trust for the Benefit of Adam J. Bilzerian and Dan B.
Bilzerian, (see footnote 2 below).
(2) The Paul A. Bilzerian and Terri L. Steffen 1994 Irrevocable Trust for the
Benefit of Adam J. Bilzerian and Dan B. Bilzerian owns 2,315,000 shares,
representing 10.01% of the Company's outstanding common stock. Adam J. Bilzerian
and Dan B. Bilzerian are the sons of Paul A. Bilzerian and Terri L. Steffen.
Paul A. Bilzerian and Terri L. Steffen disclaim any beneficial ownership of this
stock. The Trust is irrevocable and has independent trustees responsible for the
affairs of the Trust.
(3) Includes 50,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.
(4) Includes 92,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable. Also includes 1,250 shares of
common stock which may be acquired upon exercise of warrants which are presently
exercisable.
(5) Includes 50,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.
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<PAGE>
(6) Includes 42,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.
(7) Includes 120,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.
(8) Includes 50,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.
(9) Includes 33,750 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.
(10) Includes 75,000 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable. Also includes 2,500 shares of
common stock which may be acquired upon exercise of warrants which are presently
exercisable.
(11) Includes 37,500 shares of common stock which may be acquired upon exercise
of stock options which are presently exercisable.
(12) All applicable percentage ownership is based on 24,425,690 shares of common
stock outstanding as of the Record Date together with applicable options and
warrants for the shareholder. Shares of common stock subject to options
currently exercisable or exercisable within 60 days after the Record Date, are
deemed outstanding for computing the percentage ownership of the person holding
the options, but are not deemed outstanding for computing the percentage of any
other person.
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PERFORMANCE GRAPH
The following graph shows a comparison of the five year cumulative
total return for the Company's Common Stock, the Nasdaq Stock Market (U.S.)
Index, and the Nasdaq Computer and Data Processing Stocks Index, assuming an
investment of $100 on December 31, 1994. The cumulative return of the Company
was computed by dividing the difference between the price of the Company's
Common Stock at the end and the beginning of the measurement period (December 1,
1994 to December 31, 1998) by the price of theCompany's Common Stock at the
beginning of the measurement period.
[GRAPHIC OMITTED]
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ANNUAL REPORT
A copy of the Company's Annual Report, including financial statements
for the years ended December 31, 1999, 1998 and 1997, is being mailed with this
Proxy Statement to shareholders of record on the Record Date.
INDEPENDENT AUDITORS
Tanner + Co., Certified Public Accountants, served as the Company's
independent auditors for 1999. One or more representatives of Tanner + Co. are
expected to be present at the Annual Meeting and will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Shareholders who wish to include proposals for action at the Company's
2001 Annual Meeting of Shareholders in next year's proxy statement must, in
addition to other applicable requirements, cause their proposals to be received
in writing by the Company at its address set forth on the first page of this
Proxy Statement no later than January 1, 2001. Such proposals should be
addressed to the Company's Secretary and may be included in next year's proxy
statement if they comply with certain rules and regulations promulgated by the
Securities and Exchange Commission.
OTHER MATTERS
Management knows of no matters other than those listed in the attached
Notice of the Annual Meeting which are likely to be brought before the Annual
Meeting. However, if any other matters should properly come before the Annual
Meeting or any adjournment thereof, the persons named in the enclosed proxy will
vote all proxies given to them in accordance with their best judgment of such
matters.
By Order of the Board of Directors,
Riley G. Astill
Vice President of Finance and Secretary
Salt Lake City, Utah
April 20, 2000
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CIMETRIX INCORPORATED
I, as shareholder of common stock of Cimetrix Incorporated (the "Company"),
revoke any previous proxies and appoint Paul A. Bilzerian and Randall A. Mackey,
and either of them, as my proxy to attend the annual meeting of shareholders of
the Company to be held on May 20, 2000, and any adjournment thereof, and to
represent, vote, consent, and otherwise act for me and for my shares in the same
manner and with the same effect as if I am personally present. Without limiting
the generality of the foregoing, my proxy shall vote as follows on the following
matters:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED.
IN THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR THE NOMINEES NAMED
IN PROPOSAL 1, AND IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS
THAT MAY PROPERLY COME BEFORE THE MEETING.
FOR [ ] all nominees WITHHOLD [ ] for all nominees listed.
listed (except as marked
to the contrary).
Item 1 - ELECTION OF DIRECTORS.
Nominees for election to the Board of Directors:
Paul A. Bilzerian
Lowell K. Anderson
Dr. Ron Lumia
Randall A. Mackey
Bill Van Drunen
Please sign exactly as name appears on this Proxy. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
Signature________________________Dated:__________,2000.
_____________________________________________
Typed or printed name and or title
Signature________________________Dated:__________,2000.
_____________________________________________
Typed or printed name and or title
<PAGE>
