(ASA Letterhead)
ASA INTERNATIONAL LTD.
10 Speen Street
Framingham, Massachusetts 01701
April 24, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
ASA INTERNATIONAL LTD. (the "Corporation") to be held on Tuesday, May 23, 2000
at 10:00 a.m. at the offices of the Corporation, 10 Speen Street, Framingham,
Massachusetts 01701.
At the Annual Meeting, you will be asked to (i) elect five (5) Directors of
the Corporation, and (ii) ratify the selection of the Corporation's independent
accountants.
Details of the matters to be considered at the Annual Meeting are contained
in the Proxy Statement, which we urge you to consider carefully.
Whether or not you plan to attend the Annual Meeting, please complete,
date, sign and return your Proxy promptly in the enclosed envelope, which
requires no postage if mailed in the United States. If you attend the Annual
Meeting, you may vote in person if you wish, even if you have previously
returned your Proxy.
On behalf of the Board of Directors of the Corporation, I would like to
express our appreciation for your continued interest in the affairs of the
Corporation.
Sincerely,
/s/ALFRED C. ANGELONE
---------------------
ALFRED C. ANGELONE
Chairman
<PAGE>
ASA INTERNATIONAL LTD.
10 Speen Street
Framingham, Massachusetts 01701
---------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------------------------------------
TO THE STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Annual Meeting") of
Stockholders of ASA INTERNATIONAL LTD. (the "Corporation"), a Delaware
corporation, will be held on Tuesday, May 23, 2000 at 10:00 a.m. at the offices
of the Corporation, 10 Speen Street, Framingham, Massachusetts 01701 for the
following purposes:
1. To elect five (5) members of the Board of Directors;
2. To ratify the selection of BDO Seidman, LLP as independent auditors
for the Corporation for the fiscal year ending December 31, 2000;
3. To adopt and approve an amendment to the Corporation's Certificate of
Incorporation to change the Corporation's name to "Vertapro Inc."; and
4. To consider and act upon any matters incidental to the foregoing and
any other matters that may properly come before the Annual Meeting or
any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 24,
2000, as the record date for the determination of stockholders entitled to
notice of and vote at the Annual Meeting and any adjournment or adjournments
thereof. For ten days prior to the Annual Meeting, a complete list of the
stockholders entitled to vote at the meeting will be available for examination
by any stockholder for any purpose relating to the meeting during ordinary
business hours at the principal office of the Corporation.
We hope that all stockholders will be able to attend the Annual Meeting
in person. To assure that a quorum is present at the Annual Meeting, please
date, sign and promptly return the enclosed Proxy whether or not you expect to
attend the Annual Meeting. Please note that if your shares are held of record by
a broker, bank or other nominee and you wish to vote at the meeting, you must
obtain from the record holder a proxy issued in your name. A postage-prepaid
envelope, addressed to American Securities Transfer & Trust, Inc., the
Corporation's transfer agent and registrar, has been enclosed for your
convenience. If you attend the Annual Meeting your Proxy will, at your request,
be returned to you and you may vote your shares in person.
By Order of the Board of Directors,
/s/ Terrence C. McCarthy
------------------------
TERRENCE C. MCCARTHY
Secretary
Framingham, Massachusetts
April 24, 2000
<PAGE>
ASA INTERNATIONAL LTD.
10 Speen Street
Framingham, Massachusetts 01701
April 24, 2000
------------------------
PROXY STATEMENT
------------------------
The enclosed Proxy is solicited by the Board of Directors of ASA
INTERNATIONAL LTD. (the "Corporation"), a Delaware corporation, for use at the
Annual Meeting of Stockholders to be held at the offices of the Corporation, 10
Speen Street, Framingham, Massachusetts 01701 at 10:00 a.m. on Tuesday, May 23,
2000, and at any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 24, 2000 will be
entitled to vote at the Annual Meeting or any adjournment or adjournments
thereof. On that date, 3,892,417 shares of common stock, $.01 par value per
share (the "Common Stock"), of the Corporation were issued, outstanding and
entitled to vote. The Corporation has no other voting securities.
Each share of Common Stock entitles the holder to one vote with respect to
all matters submitted to stockholders at the Annual Meeting. The presence of the
holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting either in person or represented by a
properly executed proxy is necessary to constitute a quorum for the transaction
of business at the Annual Meeting. The election of Directors will be determined
by a plurality of the votes cast. The other proposals to be voted upon by the
stockholders of the Corporation require the vote of a majority of the Common
Stock present at the Annual Meeting for passage. Abstentions and broker
non-votes (the latter of which results when a broker holding shares for a
beneficial holder in "street name" has not received timely voting instructions
on certain matters from such beneficial holder and the broker does not have
discretionary voting power on such matters) are counted for purposes of
determining the presence or absence of a quorum at the Annual Meeting.
Abstentions are counted in tabulation of the votes cast on proposals presented
to stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
The directors and officers of the Corporation as a group own or may be
deemed to control approximately 20% of the outstanding shares of Common Stock as
of March 24, 2000, exclusive of the shares owned by Tradepoint Systems LLC, for
which the Corporation has an irrevocable proxy (see "Certain Transactions").
Each of the directors and officers has indicated his intent to vote all shares
of Common Stock owned or controlled by him in favor of each item set forth
herein.
Execution of a Proxy will not in any way affect a stockholder's right to
attend the Annual Meeting and vote in person. The Proxy may be revoked at any
time before it is exercised by written notice to the Secretary prior to the
Annual Meeting, or by giving to the Secretary a duly executed Proxy bearing a
later date than the Proxy being revoked at any time before such Proxy
<PAGE>
is voted, or by appearing at the Annual Meeting and voting in person. The shares
represented by all properly executed Proxies received in time for the Annual
Meeting will be voted as specified therein. In the absence of a special choice,
shares will be voted in favor of the election as Directors of those persons
named in this Proxy Statement and in favor of all other items set forth herein.
The Board of Directors knows of no other matter to be presented at the
Annual Meeting. If any other matter should be presented at the Annual Meeting
upon which a vote may be taken, such shares represented by all Proxies received
by the Board of Directors will be voted with respect thereto in accordance with
the judgment of the person named as attorneys in the Proxies. The Board of
Directors knows of no matter to be acted upon at the Annual Meeting that would
give rise to appraisal rights for dissenting stockholders.
An annual report containing audited financial statements for the
Corporation's fiscal year ended December 31, 1999 ("Fiscal 1999"), is being
mailed herewith to all stockholders entitled to vote at the Annual Meeting. This
Proxy Statement and the accompanying Proxy were first mailed to stockholders on
or about April 24, 2000.
ITEM NO. 1
ELECTION OF DIRECTORS
The Directors of the Corporation are elected annually and hold office until
the next Annual Meeting of Stockholders and until their successors shall have
been elected and qualified. Shares represented by all Proxies received by the
Board of Directors and not so marked as to withhold authority to vote for an
individual Director, or for all Directors, will be voted (unless one or more
nominees are unable or unwilling to serve) for the election of the nominees
named below. The Board of Directors knows of no reason why any such nominee
should be unwilling to serve, but if such should be the case, Proxies will be
voted for the election of some other person or for fixing the number of
Directors at a lesser number.
The following table sets forth the age of each nominee, the year each
nominee was elected a Director and the positions presently held by each nominee
with the Corporation. For information about ownership of the Corporation's
Common Stock by each nominee, see "Security Ownership of Certain Beneficial
Owners and Management."
Year Nominee
First Became Positions and Offices
Name Age Director with the corporation
---- --- -------- --------------------
Alfred C. Angelone..... 61 1982 Chairman of the Board, Chief
Executive Officer and President
Alan J. Klitzner ...... 58 1998 Director
William A. Kulok....... 59 1993 Director
James P. O'Halloran.... 67 1991 Director
Robert L. Voelk........ 44 1997 Director
2
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
executive officers, Directors and persons who beneficially own more than ten
percent (10%) of the Corporation's stock to file initial reports of ownership on
Form 3 and reports of changes in ownership on Form 4 with the Securities and
Exchange Commission (the "Commission") and any national securities exchange on
which the Corporation's securities are registered. Executive officers, Directors
and greater than ten percent (10%) beneficial owners are required by the
Commission's regulations to furnish the Corporation with copies of all Section
16(a) forms they file.
Based solely on a review of the copies of such forms furnished to the
Corporation and written representations from the executive officers and
Directors, the Corporation believes that all Section 16(a) filing requirements
applicable to its executive officers, Directors and greater than ten percent
(10%) beneficial owners were complied with during Fiscal 1999.
Board and Committee Meetings
The Board of Directors met four (4) times during Fiscal 1999. All of the
current Directors of the Corporation attended at least 75% of meetings of the
Board of Directors and the committees on which they served during Fiscal 1999.
No Director or executive officer is related by blood, marriage, or adoption to
any other Director or executive officer.
The Board of Directors has established an Audit Committee. The Board of
Directors disbanded the Compensation Committee during Fiscal 1996, and its
functions are performed by the full Board of Directors. The Corporation has no
other committees.
The Corporation has established an Executive Management Committee, which
serves as an advisory board to the Board of Directors. Mr. Angelone serves as a
member of the Executive Management Committee. Each of Messrs. Wayne Croswell,
Terrence McCarthy, Douglas Angelone and Katpady Shenoy, the Corporation's
President of the Tire Systems Product Group, Vice President, Secretary and
Treasurer of the Corporation, Vice President and General Manager of the
Corporation's Khameleon Software Product Line, and President of the
Corporation's Legal Systems Product Line, respectively, serves as an ex-officio
member of the Executive Committee. The Executive Management Committee met eleven
(11) times during Fiscal 1999.
Messrs. O'Halloran and Voelk serve as members of the Audit Committee. The
Audit Committee was established for purposes of reviewing the Corporation's
financial results and recommending the selection of the Corporation's
independent auditors. The Audit Committee met twice in Fiscal 1999.
3
<PAGE>
Occupations of Directors and Executive Officers
The following table sets forth the principal occupation of each of the
Directors and executive officers during the past five years:
Principal Occupation During
Name Past Five Years
Alfred C. Angelone..... Chairman, Chief Executive Officer and President
of the Corporation.
James P. O'Halloran.... Senior Vice President, Treasurer and Chief
Financial Officer, Pegasystems Inc., a
publicly held software company; formerly
President of G & J Associates, Ltd., formerly The
Janus Group, Ltd., a privately held consulting
firm; formerly Vice President, Private Equity
Managers, a privately held venture capital firm;
and formerly Partner, Arthur Andersen & Co.
Gordon J. Rollert1..... Chairman, Standard Group Holdings LLC, a
privately held investment management firm.
William A. Kulok....... President, North American Corporate Games, an
organization that produces multi-sport festival for
executives; formerly Chairman of Community
Productions, Inc., a privately held producer of
expositions and educational programs;
formerly President of Kulok Capital, Inc., a
privately held venture capital firm.
Robert L. Voelk........ Chairman and Chief Executive Officer of
eSped.com; Chairman of Omtool Ltd., a publicly
held communications software company; formerly
Executive Vice President and Director of the
Corporation.
Alan J. Klitzner . .... Chairman of Klitzner Industries, Inc., a
privately held manufacturer of emblematic jewelry.
Terrence C. McCarthy... Vice President, Secretary and Treasurer of the
Corporation.
Executive Officers
The executive officers of the Corporation, their ages and positions held
with the Corporation are as follows:
Year
First Became Positions and Offices
Name Age Officer with the Corporation
---- --- ------- --------------------
Alfred C. Angelone.......... 61 1982 Chief Executive Officer
and
President
Terrence C. McCarthy........ 49 1989 Vice President,
Secretary and Treasurer
Certain Transactions
During Fiscal 1999, the Corporation advanced an aggregate of approximately
$73,226 to Mr. Angelone, the Corporation's Chairman, Chief Executive Officer and
President. Mr. Angelone repaid approximately $11,843 of outstanding advances
during Fiscal 1999. As of March 24, 2000, the outstanding balance of short-term
advances owed by Mr. Angelone to the Corporation totaled approximately $236,369.
Short-term advances made to Mr. Angelone by the Corporation do not bear
interest.
- --------
1 Resigned as a director effective February 25, 2000.
4
<PAGE>
In December 1996, the Corporation disposed of substantially all of the
assets and liabilities of the Corporation's International Trade and
Transportation Systems Division (the "International Division"). In exchange for
the assets of the International Division and the assumption of the International
Division's liabilities, the Corporation received a 16% membership interest in
TradePoint Systems LLC ("TradePoint"), a New Hampshire limited liability
company, and a subordinated promissory note in the principle amount of
$600,000.00 from TradePoint (the "Note"). The remaining 84% interest in
TradePoint is owned by Christopher J. Crane, formerly the President and a
Director of the Corporation. Simultaneously, with the completion of this
transaction, Mr. Crane resigned from all of his positions with the Corporation.
In exchange for his interest in TradePoint, Mr. Crane (i) contributed all of the
Common Stock owned by him, totaling 665,597 shares; (ii) assigned to the
Corporation a 16% partnership interest in the ASA Investment Partnership, a
partnership by and among Mr. Crane, the Corporation, and Mr. Angelone; and (iii)
canceled all of his options to purchase 245,000 shares of Common Stock. The
consideration to be paid was determined by negotiations between the parties and
was independently evaluated on behalf of the Corporation by Shields & Company,
Inc.
In connection with the transaction, TradePoint granted to the Corporation an
irrevocable proxy covering the Common Stock owned by TradePoint. The Corporation
has the right to cause TradePoint to redeem the 16% membership interest in
TradePoint held by the Corporation by notice given on or after March 1, 2002, in
exchange for the Common Stock held by TradePoint and the fair market value of
the 16% membership interest in TradePoint. TradePoint has the right to redeem
the Corporation's membership interest by notice given on or after December 31,
2001 in exchange for the Common Stock held by it and the greater of $400,000 or
the fair market value of the 16% membership interest in TradePoint.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 24, 2000, certain information
concerning stock ownership of the Corporation by (i) each person known by the
Corporation to own of record or be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) each of the Corporation's Directors and nominees
to become Directors, (iii) each executive officer of the Corporation; and (iv)
all Directors and nominees and executive officers as a group. Except as
otherwise indicated, the stockholders listed on the table have sole voting and
investment power with respect to the shares indicated. As of March 24, 2000, the
Corporation had 1,200 holders of record.
<TABLE>
<CAPTION>
Percentage of
Name and Address Number of Shares Outstanding
of Beneficial Owner (1) Beneficially Owned Common Stock (2)
----------------------------- --------------------------------------
<S> <C> <C>
Alfred C. Angelone(3)(4).................. 918,164 23.59%
James P. O'Halloran(5).................... 27,000 *
William A. Kulok(6)....................... 32,800 *
Robert L. Voelk(7)........................ 7,000 *
Alan J. Klitzner (8) ..................... 14,000 *
Terrence C. McCarthy(9)................... 7,087 *
TradePoint Systems LLC(10)................
615 Amherst Street
Nashua, NH 03063 665,597 17.10%
All Directors and officers as a group
(6 persons) 1,006,051 25.85%
(1)(2)(3)(4)(5)(6)(7)(8)(9).............
- ----------
* Less than 1%.
5
<PAGE>
<FN>
(1) The address for Messrs. Angelone, O'Halloran, Kulok, Voelk, Klitzner and
McCarthy is c/o ASA International Ltd., 10 Speen Street, Framingham,
Massachusetts 01701.
(2) Except as otherwise indicated, the Corporation believes that each person
named in the table has sole voting and investment power with respect to all
shares of Common Stock beneficially owned by him. Pursuant to the rules of
the Securities and Exchange Commission, shares of Common Stock which an
individual or group has a right to acquire within 60 days pursuant to the
exercise of presently exercisable or outstanding options, warrants or
conversion privileges are deemed to be outstanding for the purpose of
computing the percentage ownership of such individual or group, but are not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table. Information with respect
to beneficial ownership is based upon information furnished by such
stockholder.
(3) Includes 24,535 shares of Common Stock owned by ASA Investment Partnership,
of which Mr. Angelone and the Corporation are general partners.
(4) Includes 165,000 shares of Common Stock underlying non-qualified stock
options that are exercisable, but excludes an additional 50,000 shares of
Common Stock underlying incentive options that are not exercisable.
(5) Includes 25,000 shares of Common Stock underlying non-qualified stock
options that are exercisable.
(6) Includes 20,000 shares of Common Stock underlying non-qualified stock
options that are exercisable.
(7) Includes 2,000 shares of Common Stock underlying non-qualified stock
options that are exercisable, but excludes an additional 8,000 shares of
Common Stock underlying non-qualified options that are not exercisable.
(8) Includes 4,000 shares of Common Stock underlying non-qualified stock
options that are exercisable, but excludes an additional 6,000 shares of
Common Stock underlying non-qualified options that are not exercisable.
(9) Excludes an additional 5,000 shares of Common Stock underlying incentive
options that are not exercisable.
(10) All stock owned by TradePoint Systems LLC has been pledged to the
Corporation to secure a note to the Corporation. The Corporation holds
voting power with respect to these shares. See "Certain Transactions".
</FN>
</TABLE>
6
<PAGE>
COMPENSATION OF OFFICERS AND DIRECTORS
Executive Officers' Compensation
The following tables set forth the annual and long-term compensation for
services rendered to the Corporation during Fiscal 1999 and the fiscal years
ended December 31, 1998 and 1997 ("Fiscal 1998" and "Fiscal 1997", respectively)
paid to those persons who were at December 31, 1999 (i) the chief executive
officer and (ii) each other executive officer of the Corporation whose annual
compensation exceeded $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
----------------------------------------------- -----------
(a) (b) (c) (d) (e) (f)
Other Annual Securities
Salary Bonus Compensation Underlying
Name and Principal Position Year $(1) $ $(2) Options(#)
--------------------------- --------- ------------- --------------------- ------------
<S> <C> <C> <C> <C> <C>
Alfred C. Angelone......... 1999 377,337 10,000 52,808 50,000
Chief Executive 1998 274,312 45,000 106,977 0
Officer and President 1997 249,196 7,000 84,687 0
Terrence C. McCarthy....... 1999 105,763 10,000 6,000 5,000
Vice President 1998 107,035 0 0 0
1997 100,769 0 0 0
- -------------
<FN>
(1) Amounts shown indicate base salary received by executive officers, value
related to personal use of leased automobiles, and the imputed value of
group term life insurance ("GTL Value") provided to each employee and
recorded as compensation for tax purposes. All officers' salaries are
subject to periodic review by the Board of Directors.
(2) Includes automobile expenses, premium payments on insurance policies and
club dues. Each officer is also entitled to a car allowance, reimbursement
of business-related expenses, life insurance coverage and certain severance
benefits in the event of termination of employment. The Corporation does not
have a pension plan. In Fiscal 1999, 1998 and 1997, the Corporation made no
awards of Restricted Stock and did not have a Long-Term Incentive Plan. In
Fiscal 1998 and 1997, the Corporation did not grant stock options to either
of Mr. Angelone or Mr. McCarthy. On September 8, 1999, the Corporation
granted to Mr. Angelone incentive stock options to purchase 50,000 shares of
Common Stock that are exercisable through September 7, 2004 at an exercise
price of $2.54 per share. On September 8, 1999, the Corporation granted to
Mr. McCarthy incentive stock options to purchase 5,000 shares of Common
Stock that are exercisable through September 7, 2009 at an exercise price of
$2.31 per share.
</FN>
</TABLE>
7
<PAGE>
The following table sets forth additional information concerning unexercised
stock options to purchase the Corporation's Common Stock held by Messrs.
Angelone and McCarthy as of December 31, 1999.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN FISCAL 1999 AND
FISCAL YEAR-END OPTION VALUES
(a) (b) (c) (d) (e)
Number of Value of
Securities Unexercised
Shares Underlying In-the-Money
Acquired Options at Options at
on Value Fiscal Year-End Fiscal Year-End
Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable(#) Unexercisable($)(1)(2)(3)
---- --------- -------- -----------------------------------------
<S> <C> <C> <C> <C>
Alfred C. Angelone....... 0 0 265,000/60,000 $582,488/$53,650
Terrence C. McCarthy..... 0 0 0/5,000 $0/$4,388
- ----------
<FN>
(1) "In-the-Money" options are those options for which the fair market value
of the Common Stock underlying the options is greater than the per share
exercise price of the option. Mr. Angelone currently has options to
purchase (i) 110,000 shares of Common Stock at a per share exercise
price of $.89, (ii) 165,000 shares of Common Stock, at a per share
exercise price of $1.06 (see footnote 3 below for a discussion of the
repricing of these options), of which 155,000 were exercisable as of
December 31, 1999, and (iii) 50,000 shares of Common Stock, at a per
share exercise price of $2.54, none of which was exercisable as of
December 31, 1999. Mr. McCarthy currently has options to purchase 5,000
shares of Common Stock at a per share exercise price of $2.31 per share,
none of which was exercisable as of December 31, 1999.
(2) The value of unexercised In-the-Money options is determined by
multiplying the number of options held by the difference in the fair
market value of the Common Stock underlying the options on December 31,
1999 ($3.1875 per share) and the applicable exercise price of the
options granted.
(3) On March 4, 1996, the Corporation granted to Mr. Angelone non-qualified
stock options to purchase 50,000 shares of Common Stock that are
exercisable through March 3, 2006 at an exercise price of $1.47 per
share (the "1996 Grant"). On February 8, 1993, the Corporation granted
Mr. Angelone non-qualified stock options to purchase 115,000 shares of
Common Stock that are exercisable through February 7, 2003 at an
exercise price of $1.44 per share (the "1993 Grant"). The options held
by Mr. Angelone pursuant to the 1996 Grant and the 1993 Grant were
repriced on January 2, 1997, to an exercise price of $1.06 per share.
</FN>
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Grant Date
Individual Grants Value(1)
-------------------------------------------- -----------
(a) (b) (c) (d) (e) (h)
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration Grant Date
Name Granted Fiscal Year ($/Sh) Date Present Value
---- ------- ----------- ------ ---- -------------
<S> <C> <C> <C> <C> <C> <C>
Alfred C. Angelone. 50,000 62.5% $2.54 9/7/04 $73,000
Terrence C. McCarthy 5,000 6.25% $2.31 9/7/09 $ 6,645
- ----------
<FN>
(1) The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted-average
assumptions used for grants in 1999: dividend yield of 0% and expected
volatility of 45.8%, risk-free rates ranging from 5.94% to 6.15%, and
expected lives ranging from 12 to 48 months.
</FN>
</TABLE>
Compensation of Executive Officers
In Fiscal year 1999, Mr. Angelone received a base salary of $375,000, and
Mr. McCarthy received a base salary of $105,000. All officers' salaries are
subject to periodic review by the Board of Directors.
Compensation of Directors
During Fiscal 1999, Messrs. O'Halloran, Kulok, Voelk and Klitzner each
received cash compensation of $1,000, plus travel expenses (including in certain
cases expenses for the directors' spouses), per meeting attended, for their
services as Directors, except that in the case of the meeting held in Italy, the
directors did not receive cash compensation. No other Directors received any
cash compensation for their services as Directors. During Fiscal 1999, the
following Directors received stock options from the Corporation: (i) Mr.
Angelone -- to whom the Corporation granted 50,000 incentive stock options on
September 8, 1999 at an exercise price of $2.54 per share, none of which is
currently exercisable, and (ii) Mr. Voelk -- to whom the Corporation granted
10,000 non-qualified stock options on September 29, 1999 at an exercise price of
$2.28 per share, 2,000 of which are currently exercisable.
Compensation Committee Interlocks and Insider Participation
The Board of Directors established a Compensation Committee on March 18,
1992. Members of the Compensation Committee were Messrs. Kulok and O'Halloran,
the outside Directors of the Corporation. None of the executive officers of the
Corporation has served on the board of directors of any other entity that has
had any of such entity's officers serve on the Corporation's Board of Directors.
The Compensation Committee was disbanded by the Board of Directors in Fiscal
1996. During Fiscal 1999, the entire Board of Directors participated in
deliberations concerning executive officer compensation.
9
<PAGE>
Report on Executive Compensation
The Board of Directors is responsible for setting and administering the
policies that govern annual compensation as well as short-term and long-term
incentives for the Corporation's executive officers. All issues pertaining to
executive compensation are submitted to the Board of Directors for approval.
The Board of Directors believes that the primary objectives of the
Corporation's compensation policies are to attract and retain a management team
that can effectively implement and execute the Corporation's strategic business
plan. These compensation policies include (a) an overall management compensation
program that is competitive with management compensation programs at companies
of similar size; and (b) long-term incentive compensation in the form of stock
options and other long-term equity compensation that will encourage management
to continue to focus on stockholder return.
The goal of the Board of Directors is to use compensation policies to
closely align the interests of the Corporation with the interests of
stockholders in that the Corporation's management has incentives to achieve
short-term performance goals while building long-term value for the
Corporation's stockholders. The Board of Directors will review its compensation
policies from time to time in order to determine the reasonableness of the
Corporation's compensation programs and to take into account factors which are
unique to the Corporation.
In the past, the Board of Directors has reviewed compensation studies
prepared by national accounting firms as well as reported compensation packages
for officers of companies in the New England area. The Board of Directors did
not compare compensation paid to executive officers in the Corporation's
industry group as many of these businesses are much larger than the Corporation.
Based upon these studies, the Board of Directors believes that the compensation
package proposed for the Corporation's senior management is at mid-level for
officers of similar-sized companies.
Compensation for Chief Executive Officer
The compensation for Mr. Angelone, as described above, is based upon careful
analysis of the compensation of chief executive officers of other comparable
public companies and Mr. Angelone's efforts on behalf of the Corporation. In
addition to directing the affairs of the Corporation, Mr. Angelone was
instrumental in the following areas: identifying strategic acquisitions and
establishing critical strategic partnerships with vendors and distribution
channels. These changes were also designed to reward Mr. Angelone for future
economic performance based upon improvements in profitability and increased
values in the Corporation's Common Stock.
Board of Directors
Alfred C. Angelone
Alan J. Klitzner
William A. Kulok
James P. O'Halloran
Robert L. Voelk
10
<PAGE>
Performance Graph
The following graph compares the cumulative total stockholder return
(assuming reinvestment of dividends) from investing $100 on January 2, 1995, and
plotted at the end of Fiscal 1999, 1998, 1997, 1996, 1995 in each of (i) the
Corporation's Common Stock; (ii) the NASDAQ Market Index of Companies (the
"NASDAQ Market Index"); and (iii) a Peer Group Index (the "Peer Group Index"),
which consists of Barrister Information Systems Corp. and EBIX.com Incorporated
(formerly known as Delphi Information Systems, Inc.), companies in the
information systems market.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
ASA INTERNATIONAL LTD., NASDAQ MARKET INDEX AND PEER GROUP INDEX.
[PERFORMANCE GRAPH OMITTED]
<TABLE>
<CAPTION>
Measurement Period ASA International NASDAQ Market
(Fiscal Year Covered) Ltd. Peer Group Index Index
<S> <C> <C> <C>
1/2/95 100.00 100.00 100.00
12/31/95 121.05 202.20 129.71
12/31/96 81.58 218.75 161.18
12/31/97 200.00 167.17 197.16
12/31/98 205.26 207.63 278.08
12/31/99 252.63 261.93 490.46
</TABLE>
ITEM NO. 2
ACCOUNTING MATTERS AND RATIFICATION OF AUDITORS
The persons named in the enclosed Proxy will vote to ratify the selection of
BDO Seidman, LLP as independent auditors for the fiscal year ending December 31,
2000 unless otherwise directed by the stockholders. A representative of BDO
Seidman, LLP is expected to be present at the Annual Meeting of Stockholders,
and will have the opportunity to make a statement and answer questions from
stockholders, if he so desires.
11
<PAGE>
ITEM NO. 3
APPROVAL OF AN AMENDMENT OF THE CORPORATION'S
CERTIFICATE OF INCORPORATION TO CHANGE THE CORPORATION'S NAME
On March 22, 2000, the Board of Directors approved an amendment to the
Company's Certificate of Incorporation to change the name of the Corporation
from ASA International Ltd. to Vertapro Inc. The Board of Directors believes
that changing the Corporation's name better reflects the Corporation's current
product strategy as a provider of vertical market software applications.
Approval of the proposed amendment to the Certificate of Incorporation
requires that a majority of the holders of the outstanding Common Stock vote in
person or by proxy FOR the proposed amendment. The Board of Directors reserves
the right to delay or cancel the name change even if stockholder approval is
obtained at the Annual Meeting.
If the name change is approved, current Corporation stock certificates will
remain valid and no exchange of certificates will be required, unless and until
the securities represented by those stock certificates are sold or transferred.
The Corporation also intends to change its Common Stock trading symbol.
This name change will be effected by an amendment to Article 1 of the
Corporation's Certificate of Incorporation. Article 1 of the Corporation's
Certificate of Incorporation presently provides:
The name of this Corporation is ASA International Ltd.
The amendment to Article 1 will read:
The name of this Corporation is Vertapro Inc.
The Board of Directors has considered the fact that there may be some
negative effects of a name change. For instance, if the name change is approved,
the Corporation will incur some costs to change the corporate logo, marketing
materials and other corporate signage. The Corporation may also experience
higher marketing costs as the Corporation seeks to familiarize existing
customers with the new corporate name and product focus. However, the Board of
Directors determined that the benefits of the name change likely outweighed any
short-term costs.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE
CORPORATION'S NAME CHANGE.
FINANCIAL STATEMENTS
The annual report of the Corporation, including financial statements of the
Corporation for Fiscal 1999, is provided to the stockholders herewith.
12
<PAGE>
VOTING AT MEETING
The Board of Directors has fixed March 24, 2000, as the record date for the
determination of stockholders entitled to vote at this meeting. At the close of
business on that date, 3,892,417 shares of the Corporation's Common Stock, $.01
par value, were issued, outstanding and entitled to vote.
SOLICITATION OF PROXIES
The cost of solicitation of Proxies will be borne by the Corporation. In
addition to the solicitation of Proxies by mail, officers and employees of the
Corporation may solicit in person or by telephone. The Corporation may reimburse
brokers or persons holding stock in their names, or in the names of their
nominees, for their expense in sending Proxies and Proxy material to beneficial
owners.
REVOCATION OF PROXY
Subject to the terms and conditions set forth herein, all Proxies received
by the Corporation will be effective, notwithstanding any transfer of the shares
to which such Proxies relate, unless prior to the Annual Meeting the Corporation
receives a written notice of revocation signed by the person who, as of the
record date, was the registered holder of such shares. The Notice of Revocation
must indicate the certificate number or numbers of the shares to which such
revocation relates and the aggregate number of shares represented by such
certificate(s).
STOCKHOLDER PROPOSALS
In order to be included in proxy material for the 2001 Annual Meeting,
tentatively scheduled to be held on May 18, 2001, stockholders' proposed
resolutions must be received by the Corporation on or before December 31, 2000.
It is suggested that proponents submit their proposals by certified mail, return
receipt requested, addressed to the Secretary of the Corporation.
13
<PAGE>
MISCELLANEOUS
The management does not know of any other matters which may come before the
Annual Meeting. However, if any other matters are properly presented to the
Annual Meeting, it is the intention of the persons named in the accompanying
Proxy to vote, or otherwise act, in accordance with their judgment on such
matters.
By Order of the Board of Directors
/s/ Terrence C. McCarthy
------------------------
TERRENCE C. MCCARTHY
Secretary
April 24, 2000
THE MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THIS MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND YOU ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSE WILL GREATLY
FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING AND YOUR COOPERATION WILL BE
APPRECIATED. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY VOTE THEIR STOCK
PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXIES.
<PAGE>
PROXY ASA INTERNATIONAL LTD. PROXY
Proxy for Annual Meeting to be held on May 23, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE UNDERSIGNED hereby appoints Alfred C. Angelone as Proxy with full power of
substitution to vote for and on behalf of the undersigned at the Annual Meeting
of Stockholders of ASA INTERNATIONAL LTD., to be held at the Corporation's
offices, located at 10 Speen Street, Framingham, Massachusetts 01701, on
Tuesday, May 23, 2000 at 10:00 a.m., and at any adjournment or adjournments
thereof, upon and with respect to all shares of the Common Stock of the
Corporation to which the undersigned would be entitled to vote and act if
personally present. The undersigned hereby directs Alfred C. Angelone to vote in
accordance with his judgment on any matters that may properly come before the
meeting, all as indicated in the notice of the meeting, receipt of which is
hereby acknowledged, and to act on the following matters set forth in such
notice as specified by the undersigned:
If no direction is made, this Proxy will be voted FOR election of Directors and
FOR Proposals 2 and 3.
(1) Proposal to elect five (5) members of the Board of Directors of the
Corporation.
INSTRUCTION: To withhold authority for any individual nominee STRIKE such
nominee's name from the list below.
[ ] FOR ALL nominees [ ]AGAINST ALL nominees listed below.
(except as marked to the contrary below).
[ ] WITHHOLD AUTHORITY to vote for all nominees listed below.
Alfred C. Angelone, Alan J. Klitzner, William A. Kulok, James P. O'Halloran and
Robert L. Voelk
(2) Proposal to ratify the selection of BDO Seidman, LLP as the independent
auditors of the Corporation for the fiscal year ending December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Continued on reverse side.)
<PAGE>
(3) Proposal to adopt and approve an amendment to the Corporation's Certificate
of Incorporation to change its name to "Vertapro Inc."
[ ] FOR [ ] AGAINST [ ] ABSTAIN
MANAGEMENT RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
(4) In his discretion to transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF MANAGEMENT AS SET FORTH ABOVE UNLESS A CONTRARY SPECIFICATION
IS MADE.
PLEASE MARK, DATE, SIGN AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
Dated: , 2000
---------------------------------------
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Signature
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Signature, if held jointly
NOTE: 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 the person named on the stock certificate has died, please submit
evidence of your authority. If a corporation, please sign in full corporate name
by an authorized officer and indicate the signer's office. If a partnership,
sign in the partnership name by authorized person.
