SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
[x] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
DATAGUARD RECOVERY SERVICES, INC.
(Name of Registrant as Specified in Its Charter)
DATAGUARD RECOVERY SERVICES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(3).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:
_____________________________________________________________________
(2) Aggregate number of securities to which transaction
applies:
_____________________________________________________________________
(3) Per unit price of other underlying value of transaction
computer pursuant to Exchange Act Rule 0-11:*
_____________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the form or schedule and the date of
its filing.
(1) Amount previously paid:
_____________________________________________________________________
(2) Form, schedule or registration statement no.:
_____________________________________________________________________
(3) Filing party:
_____________________________________________________________________
(4) Date filed:
_____________________________________________________________________
__________
*Set forth the amount on which the filing fee is calculated and state
how it was determined.
DATAGUARD RECOVERY SERVICES, INC.
Notice of Annual Meeting of Shareholders
To Be Held June 28, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Dataguard Recovery Services, Inc. (the "Corporation"), will be held at
the Corporation's offices at 10301 Linn Station Road, Louisville,
Kentucky, on Friday, June 28, 1996, at 10:00 a.m., local time, for the
purposes of:
(1) Electing four directors.
(2) Acting on a proposal to change the Corporation's name to
Strategia Corporation.
(3) Acting on a proposal to increase the number of common shares the
Corporation is authorized to issue from 6,000,000 to 22,000,000
shares.
(4) Transacting such other business as may properly be brought
before the meeting or any adjournments thereof.
All shareholders are cordially invited to attend the meeting, but
whether or not you expect to attend the meeting in person, please sign
and date the enclosed proxy form and return it promptly so that your
shares may be voted.
By Order of the Board of Directors
Richard W. Smith
President
Louisville, Kentucky
June 7, 1996
YOUR VOTE IS IMPORTANT
Please date, sign and promptly return the enclosed
proxy card in the accompanying postage paid envelope.
DATAGUARD RECOVERY SERVICES, INC.
10301 Linn Station Road
Louisville, Kentucky 40223
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JUNE 28, 1996
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Dataguard Recovery Services, Inc. (the
"Corporation"), a Kentucky corporation, of the accompanying proxy card for
use at the Annual Meeting of Shareholders to be held on June 28, 1996, and
at any adjourned meeting thereof (the "Annual Meeting").
The close of business on May 17, 1996, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at
the Annual Meeting (the "Record Date"). On the Record Date, the
Corporation had 5,045,770 shares of Common Stock outstanding.
A majority of the shares entitled to vote, represented in person or by
proxy, will constitute a quorum for the Annual Meeting.
This Proxy Statement and enclosed proxy card are first being sent or
given to shareholders on or about June 7, 1996.
ACTION TO BE TAKEN BY PROXIES
When the enclosed proxy card is properly executed and returned in the
envelope provided, the shares represented by the proxy card will be voted
at the Annual Meeting in accordance with the shareholder's instructions.
If no instructions are specified, such shares will be voted in favor of
management's nominees to the Board of Directors.
Each shareholder has one vote per share on all matters coming before
the Annual Meeting, but in the election of directors, each shareholder may
vote in the aggregate the number of shares held by him on the Record Date
multiplied by the number of directors to be elected at the election. A
shareholder may cast all his votes for one nominee, or he may distribute
his votes among as many nominees as he chooses. The Board of Directors is
soliciting discretionary authority for the proxy holders to cumulate votes
in this fashion.
A shareholder may revoke a proxy card at any time before its exercise
by filing a written notice of revocation or a duly executed proxy card
bearing a later date with the Secretary of the Corporation. The powers of
proxy holders will be suspended if the person executing the proxy card
attends the Annual Meeting in person and so requests. Attendance at the
Annual Meeting will not in itself constitute a revocation of the proxy
appointment.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information as of the Record Date
with respect to the shares of Common Stock owned (i) by each person known
to the Corporation to own beneficially more than 5% of the outstanding
shares of Common Stock (ii) by each of the Corporation's directors and
executive officers, and (iii) by all directors and officers as a group.
As of the Record Date, there were 5,045,770 outstanding shares of Common
Stock, which is the Corporation's only class of voting shares.
<TABLE>
<CAPTION>
Directors and Number Percent
Executive Officers of Shares(1) of Class(2)
<S> <C> <C>
John P. Snyder
EPI Corporation
9707 Shelbyville Rd.
Louisville, KY 40223 2,006,532(3) 38.4%
Richard W. Smith
10301 Linn Station Rd.
P. O. Box 37144
Louisville, KY 40233 174,750(4) 3.4%
James P. Buren
10301 Linn Station Rd.
P. O. Box 37144
Louisville, KY 40233 171,657(5) 3.4%
John A. Brenzel
3501 Graham Rd.
Louisville, KY 40207 142,538(6) 2.8%
All current directors
and officers as a
group (4 persons) 2,495,477 47.4%
5% Beneficial Owners
H. Joseph Schutte
1410 Hadleigh Place
Louisville, KY 40222 333,336(7) 6.5%
EPI Corporation
9707 Shelbyville Rd.
Louisville, KY 40223 1,964,732(8) 37.8%
</TABLE>
<TABLE>
<CAPTION>
Number Percent
5% Beneficial Owners of Shares(1) of Class(2)
<S> <C> <C>
EPI Corporation,
John P. Snyder,
Max G. Baumgardner,
James E. Buchart,
J. Ben Cress,
Robert H. Loeffler,
Henry A. Schumpf,
Grace W. Wilkins
9707 Shelbyville Rd.
Louisville, KY 40223 2,307,432(8)(9) 43.7%
</TABLE>
(1) Based on information furnished to the Corporation by the named
person, and information contained in filings with the
Securities and Exchange Commission (the "Commission"). Under
the rules of the Commission, a person is deemed to beneficially
own shares over which the person has or shares voting or
investment power or has the right to acquire beneficial
ownership within 60 days. Except as otherwise noted, each
person or entity named in the table has sole voting and
investment power with respect to all shares of Common Stock
shown as beneficially owned.
(2) Shares of Common Stock subject to options or warrants that are
or will become exercisable within 60 days or are subject to
issuance upon the conversion of the Corporation's Series A
Preferred Stock ("Series A Preferred") have been deemed
outstanding for computing the percentage of class of the listed
person or the group, but are not deemed outstanding for
computing the percentage of class for any other person.
(3) Includes 1,964,732 shares of Common Stock beneficially owned by
EPI Corporation. (See footnote 8.) Mr. Snyder is President,
a director, and largest single shareholder of EPI Corporation.
Mr. Snyder shares voting and investment power with respect to,
and disclaims beneficial ownership of, the shares owned by EPI
Corporation, which are included once in the shares beneficially
owned by all directors and officers as a group. Mr. Snyder's
total also includes 5,000 shares subject to currently
exercisable stock options, 20,000 shares issuable upon the
conversion of 2,500 shares of Series A Preferred, and 5,000
shares issuable upon the exercise of warrants.
(4) Includes 18,673 shares subject to currently exercisable stock
options and 1,000 shares owned individually by Mr. Smith's
wife.
(5) Includes 15,738 shares subject to currently exercisable stock
options.
(6) Includes 5,000 shares subject to currently exercisable stock
options.
(7) Includes 53,336 shares issuable upon the conversion of 6,667
shares of Series A Preferred and 13,334 shares issuable upon
the exercise of warrants.
(8) Includes 120,000 shares issuable upon the conversion of 15,000
shares of Series A Preferred and 30,000 shares issuable upon
the exercise of warrants.
(9) Includes 1,964,732 shares of Common Stock beneficially owned by
EPI Corporation, for which the named individuals, as directors
of EPI Corporation, share voting and investment power. The
individual members of this group together own the majority of
shares of EPI Corporation. Also includes 60,000 shares
issuable upon the conversion of 7,500 shares of Series A
Preferred, 15,000 shares issuable upon the exercise of
warrants, 5,000 shares issuable upon the exercise of options,
13,000 shares held as custodian or trustee for children, and
6,000 shares held by spouses and children for which beneficial
ownership is disclaimed.
ELECTION OF DIRECTORS
The Corporation's Board of Directors consists of four members, all
of whose terms expire at the Annual Meeting. The Corporation's four
present directors, John A. Brenzel, James P. Buren, Richard W. Smith,
and John P. Snyder, have been nominated for reelection as directors.
Article 4 of the Corporation's Articles of Incorporation provides
that the Board of Directors may consist of four to nine directors, the
exact number to be fixed by the Board of Directors or the shareholders.
The term of any director elected by the Board to vacant directorships,
whether created by increasing the number of directors or otherwise,
between meetings of the shareholders to elect directors will expire at
the next shareholders meeting at which the directors are elected.
If any named nominee should refuse or be unable to serve, the
Board of Directors believes the proxy holders will vote the shares
represented by the enclosed proxy card for such substitute nominee, if
any, as may be proposed by the Board of Directors. No circumstances
are known, however, that would prevent any of the nominees from
serving. The four candidates receiving the four highest vote totals
under cumulative voting will be elected as directors at the Annual
Meeting. Abstentions and broker non-votes will not be counted as a
vote for any candidate.
BOARD OF DIRECTORS
The following information is furnished as of the Record Date, with
respect to each person nominated for election as a director at the 1996
Annual Meeting. If elected, all directors will hold office until the
Corporation's next annual meeting of shareholders to be held in 1997,
and until their successors are elected and qualified.
<TABLE>
<CAPTION>
Name Age Position with the Corporation
<S> <C> <C>
Richard W. Smith 42 President and Director
James P. Buren 57 Executive Vice President -
Technology and Director
John P. Snyder 57 Secretary and Director
John A. Brenzel 55 Director
</TABLE>
Richard W. Smith has been President and a director of the
Corporation since its inception in September 1984. Mr. Smith
previously served as General Manager of PDW Computer Systems, Inc.,
which markets computer systems.
James P. Buren has been Executive Vice President-Technology and a
director of the Corporation since its inception in September 1984.
From 1980 to 1984, Mr. Buren was President and sole shareholder of
Buren & Company, Inc., a data processing consulting firm.
John P. Snyder has been a director of the Corporation since
November 1984 and Secretary since 1985. During the past five years,
Mr. Snyder has served as President and Chairman of EPI Corporation,
which currently operates 20 nursing homes.
John A. Brenzel, a director of the Corporation since November
1984, is a business consultant. From January 1991 until June 1994, Mr.
Brenzel was President and Chief Executive Officer of Commonwealth Bank
& Trust Company, Middletown, Kentucky. From 1984 to 1990, he was
Chairman and Chief Executive Officer of Shelby County Trust Bank,
Shelbyville, Kentucky.
Richard W. Smith and James P. Buren are the Corporation's two
executive officers.
Meetings and Committees
The Corporation's Board of Directors has three standing
committees, the Audit Committee, the Executive Compensation Committee,
and the Stock Option Committee. The members of each of these
committees are John A. Brenzel and John P. Snyder. The Audit Committee
had one meeting in 1995. This committee reviews the audit plans and the
results of audits performed by its independent certified public
accountants. The Executive Compensation Committee, which determines
the compensation of the Corporation's executive officers, and the Stock
Option Committee, which administers the 1988 Stock Option Plan and the
1990 Stock Grant Plan, met four times in 1995.
The Corporation's Board of Directors had six meetings during 1995.
All directors attended these meetings.
The Board of Directors considers the nomination of directors but
does not have a standing committee. The following is the provision in
the Corporation's Bylaws regarding the nomination of directors by
shareholders:
2.4 Nominations for election to the Board of
Directors may be made by the Board of Directors or by
any shareholder. Any shareholder who intends to nominate
or to cause to have nominated any candidate for election
to the Board of Directors (other than a candidate
nominated by the Board of Directors) shall deliver or mail
written notification of the nomination to the Secretary of
the Corporation not less than three days after the giving
of the notice of the meeting nor more than fifty days
before any meeting of shareholders held for the election
of directors. Any such notification shall contain the
following information to the extent known to the notifying
shareholder or shareholders:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed
nominee;
(c) the total number of shares that to the knowledge
of the notifying shareholder or shareholders will be voted
for each proposed nominee;
(d) the name and residence address of each notifying
shareholder; and
(e) the number of shares owned by each notifying
shareholder.
The chairman of any meeting of shareholders held for the
election of directors may in his discretion disregard any
votes cast for any nominee whose nomination was not made
in accordance with these nomination provisions.
EXECUTIVE COMPENSATION
The following table sets forth the cash compensation earned by the
Corporation's two executive officers for each of the last three fiscal
years.
<TABLE>
<CAPTION>
Annual Compensation Long-Term
Name and Other Annual Compensation
Principal Position Year Salary Bonus Compensation Stock Options#
<S> <C> <C> <C> <C> <C>
Richard W. Smith, 1995 $103,500 $ 28,437 $6,000 50,000
President 1994 99,000 366 6,000 0
1993 99,000 0 6,000 0
James P. Buren, 1995 $ 93,000 $ 14,788 $6,000 35,000
Executive Vice- 1994 89,000 0 6,000 0
President 1993 89,000 6,335 6,000 0
</TABLE>
The Corporation currently does not have a retirement plan for its
officers and employees.
Stock Options
The following table sets forth information relating to grants of stock
options to the Corporation's two executive officers during 1995. The
option exercise price is $.6875, which was the market price of the Common
Stock on October 1, 1995, the date of the grant.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Exercise
Number of Securities % of Total Options/ or Base
Underlying Options/ SARs Granted to Price Expiration
Name SARs Granted Employees in 1995 ($/sh) Date
<S> <C> <C> <C> <C>
Richard W. Smith 50,000 58.8% $.6875 10/1/2005
James P. Buren 35,000 41.2% $.6875 10/1/2005
</TABLE>
The following table sets forth as of December 31, 1995 the value of
unexercised options granted to the Corporation's two executive officers.
In 1995, no options were exercised by either officer under the 1988 Plan.
The average of the closing bid and asked price of the Common Stock on
December 31, 1995 was $.66 per share.
<TABLE>
<CAPTION>
Number of Shares Subject Value of
to Unexercised Options Unexercised
Name Exercisable Unexercisable In-the-Money Options
<S> <C> <C> <C>
Richard W. Smith 18,673 50,000 $ 788.54
James P. Buren 15,738 35,000 $ 539.50
</TABLE>
Director Compensation
Under the Corporation's 1988 Stock Option Plan, nonemployee directors
first elected after May 15, 1989 are awarded options for 5,000 shares of
Common Stock on the May 15th following election to the Board by the
Corporation's shareholders, and each nonemployee director in office on May
15, 1989 or May 15th of any succeeding year automatically receives an option
for 1,000 shares of Common Stock. The exercise price for options granted
to nonemployee directors is the fair market value of the Common Stock
on the date of grant, and options for approximately one-third of the
shares become exercisable on May 15th of each of the first three years
following grant. Options granted to nonemployee directors have a term
of ten years.
An automatic grant of options to acquire 1,000 shares of Common
Stock at an exercise price of $.63 per share was granted to each of Mr.
Brenzel and Mr. Snyder under the 1988 Plan during 1995. No options
were exercised in 1995.
Other than the issuance of stock options, the Corporation did not
pay its directors for attendance at regularly scheduled board meetings
in 1995. The Corporation has not determined its director compensation
policy for 1996.
CERTAIN TRANSACTIONS
In 1992, EPI Corporation, which beneficially owns 43.7% of the Common
Stock, loaned $300,000 to the Corporation to finance the Corporation's
purchase of certain equipment to be installed in its computer center. On
January 17, 1995, EPI provided an additional $500,000 in credit under the
loan to assist in financing the Corporation's purchase of certain assets of
Societe Twinsys, SA, a French disaster recovery company. The loan bears
interest at an annual rate of 1.5% above the "prime rate" as published in The
Wall Street Journal. The current interest rate is 9.75%. The term of the
loan is 90 days and has been renewed for additional 90-day terms through
April 10, 1996. The Corporation granted a second mortgage on its real
estate to EPI Corporation to secure the loan. The preexisting first mortgage
is held by a commercial bank. The Corporation also issued 30,000 shares of
Common Stock to EPI Corporation when the loan was originally made in 1992,
and has issued 2,000 shares of common stock per $100,000 outstanding
principal balance of the loan upon each renewal of the loan for an
additional 90-day term. John P. Snyder, a director of the Corporation, is
President, a director and the largest shareholder of EPI Corporation.
CHANGE IN NAME
The Board of Directors is submitting a proposal to amend Article 1 of
the Corporation's Articles of Incorporation so that it would read in its
entirety as follows:
1. Name. The Corporation's name shall be Strategia Corporation.
The Board of Directors believes that the proposed name change will
help promote the identification of the Corporation as a provider of a full
range of information and computer-related services beyond the computer
disaster recovery business.
The proposed name change will be approved if more votes are cast for
than against the proposal at a shareholder's meeting at which a majority of
the outstanding shares of Common Stock is represented. Abstentions will be
counted as shares represented at the Annual Meeting but not as votes either
for or against the proposed name change. Broker nonvotes will not be
counted as shares represented at the Annual Meeting or as votes either for
or against the proposal.
The Board of Directors recommends that the shareholders vote "FOR" the
proposed name change.
INCREASE IN AUTHORIZED SHARES
The Board of Directors is also submitting a proposal (the "Amendment"
to amend Article 2 of the Corporation's Articles of Incorporation to
increase the number of authorized shares of Common Stock from 6,000,000 to
18,000,000 shares. As amended, Article 2 would not alter any provision
governing the issuance of Common Stock and Preferred Stock except for the
number of shares authorized to be issued.
Proposed Article 2 reads in its entirety as follows:
2. Authorized Capital Stock. The aggregate number of
shares the Corporation shall have authority to issue shall be
twenty million (20,000,000) shares divided into (a) one million nine
hundred thousand (1,900,000) shares of preferred stock ("Preferred
Stock") with such preferences, limitations, and relative rights as
may be determined by the Board of Directors pursuant to Article 3(a)
and which may be divided and issued in series; (b) one hundred
thousand (100,000) shares of Preferred Stock, Series A ("Series A
Preferred"), and (c) eighteen million (18,000,000) shares of common
stock ("Common Stock").
The Corporation currently has authorized 6,000,000 shares of Common
Stock, 1,900,000 shares of "blank check" preferred stock, and 100,000 shares
of Series A Preferred. As of May 17, 1996, there were 5,045,770 shares of
Common Stock issued and outstanding and 34,167 shares of Series A Preferred
issued and outstanding. Of the remaining authorized but unissued shares of
Common Stock, 494,349 shares are committed to the following uses: (i) 136,679
shares subject to employee stock options; (ii) 16,000 shares subject to
director stock options (including automatic awards in 1996); (iii) 68,334
shares issuable upon the exercise of warrants held by Series A Preferred
shareholders; and (iv) 273,336 shares issuable upon the conversion of Series
A Preferred.
The Corporation desires to have the additional authorized shares of
Common Stock available for issuance as the need arises in connection with
equity financings, future acquisitions, combinations, stock distributions,
stock splits, stock dividends, employee benefit plans and other corporate
purposes.
The additional authorized shares would be issuable by the Corporation
without further authorization by shareholders on such terms as the
Corporation's Board of Directors may lawfully determine. The effect of the
authorization and issuance of additional shares of Common Stock (other than
on a pro rata basis among holders of Common Stock) will be to dilute the
present voting power of some or all holders of Common Stock. In some
circumstances, issuance of additional shares of Common Stock could result in
the dilution of the net income per share, net book value per share, and
voting rights of Common Stock currently outstanding. Holders of Common
Stock have no preemptive rights.
The additional authorized shares would increase the number of shares
that, in addition to the general corporate uses discussed above, could
potentially be issued to the Corporation's shareholders or others without
further shareholder approval. The effect of such issuance could be to
discourage the accumulation of substantial amounts of Common Stock by an
acquirer as a prelude to an attempted takeover, significant corporate
restructuring, proxy fight or partial tender offer. Shares of authorized but
unissued Common Stock or Preferred Stock could (within the limits imposed
by applicable law) be issued to a holder who might thereby obtain
sufficient voting power to ensure that any proposal to remove directors, or
any alteration, amendment or repeal of certain of the Corporation's
Articles, would not receive the required shareholder vote.
Accordingly, the power to issue a greater number of shares, in addition
to the other corporate purposes listed above, could enable the Board of
Directors to make more difficult the replacement of incumbent directors or
the accomplishment of certain business combinations opposed by the Board.
The Amendment also could enhance the Board's ability to maintain incumbent
management or to discourage or defeat proposals that, while not in the
shareholders' best interest in the view of the Board of Directors, might be
viewed as favorable by the holders of the majority of the Corporation's
shares of Common Stock. The Board of Directors believes that the proposed
Amendment further strengthens the Corporation's ability to provide
management stability, enhances long-range corporate planning, and could allow
the Board more time for evaluation of and response to any acquisition
proposals that may be made.
The Amendment will be approved if more votes are cast for than against
the Amendment at a shareholders meeting at which a majority of the shares
of Common Stock entitled to vote is represented. Abstentions will be
counted as shares represented at the Annual Meeting but not as votes
either for or against the Amendment. Broker nonvotes will not be counted
as shares represented at the Annual Meeting or as votes either for or
against the Amendment.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE AMENDMENT.
INFORMATION CONCERNING INDEPENDENT AUDITORS
The firm of Ernst & Young LLP, Certified Public Accountants, served as
independent auditors for the Corporation in 1995. Representatives of Ernst &
Young LLP, will be present at the 1996 Annual Meeting and will have the
opportunity to make a statement, if they desire to do so, and to respond to
appropriate questions.
GENERAL
Proposals of Shareholders
Any proposals by shareholders to be presented at the 1997 Annual Meeting
must be received by the Secretary of the Corporation prior to February 7,
1997, to be included in the Proxy Statement for the 1997 Annual Meeting.
Section 16(a) Reporting Delinquencies
Section 16(a) of the Exchange Act requires the Corporation's executive
officers and directors and persons who beneficially own more than 10% of the
Corporation's Common Stock (collectively, "Reporting Persons") to file
reports of ownership and changes in ownership of the Common Stock with the
Securities and Exchange Commission. Reporting Persons are required by SEC
regulations to furnish the Corporation with copies of all Section 16(a) forms
that they file. Based solely on its review of the copies of such forms
received or written representations from certain Reporting Persons that no
Form 5s were required, the Corporation believes that during fiscal 1995, all
the Reporting Persons complied with all applicable filing requirements,
except that EPI Corporation, John P. Snyder, Max G. Baumgardner, J. Ben
Cress, Robert H. Loeffler, Grace B. Wilkins, James E. Buchart and Henry
Schumpf each filed a Form 4 report with respect to one transaction by EPI
Corporation in May 1995 after the Form 4 was due. Mr. Buchart's Form 4 also
covered a transaction by him which would not otherwise have been reportable
but for the transactions by EPI Corporation.
Other Matters
All expenses of preparing, printing, mailing, and delivering the proxy
card and all materials used in the solicitation of proxy cards will be borne
by the Corporation. In addition to the use of the mail, proxy cards may be
solicited by personal interview, telephone, and telegraph by directors,
officers, and other employees of the Corporation, none of whom will receive
additional compensation for such services. The Corporation will also request
brokerage houses, custodians, and nominees to forward soliciting materials to
the beneficial owners of the Corporation's Common Stock held of record by
them and will pay reasonable expenses of these persons for forwarding the
soliciting materials.
The officers and directors of the Corporation do not know of any matters
to be presented for shareholder approval at the meeting other than those
described in this Proxy Statement. If any other matters should come before
the meeting, the Board of Directors intends that the persons named in the
enclosed proxy card, or their substitutes, will vote the shares represented
by the proxy card in accordance with their best judgment on such matters.
By Order of the Board of Directors
John P. Snyder, Secretary
Louisville, Kentucky
June 7, 1996
DATAGUARD RECOVERY SERVICES, INC.
Proxy Card for 1996 Annual Meeting of Stockholders
THIS PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Marcia G. Bishop and Leigh Ann
Dauphinais or either of them (with full power to act alone), as proxy, with
the President of Dataguard Recovery Services, Inc. (the "Corporation"),
having the power to appoint a proxy's substitute, to represent me and to vote
all of the shares of the Corporation held of record or which I am otherwise
entitled to vote, at the close of business on May 17, 1996, at the 1996
Annual Meeting of Shareholders to be held at the Corporations main offices at
10301 Linn Station Road, Louisville, Kentucky, on Friday, June 28, 1996, at
10:00 a.m., local time, and at any adjournments thereof, with all the powers
the undersigned would possess if personally present, as indicated herein.
THIS PROXY CARD IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS
SPECIFIED AND IN ACCORDANCE WITH THE ACCOMPANYING PROXY STATEMENT. IF NO
INSTRUCTION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY CARD WILL BE
VOTED "FOR" THE NOMINEES LISTED IN ITEM 1 OR CUMULATIVELY, IN THE BOARD OF
DIRECTORS' DISCRETION, AND "FOR" ITEMS 2 AND 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
ALL OF THE NOMINEES LISTED IN ITEM 1, AND Please mark _____
"FOR" ITEMS 2 AND 3. your votes as
indicated in X
this example. _____
1. ELECTION OF DIRECTORS John A. Brenzel, James P. Buren,
Richard W. Smith, and John P. Snyder
FOR all nominees WITHHOLD
(except otherwise AUTHORITY (INSTRUCTION: To withhold authority
indicated on the to vote for to vote for any individual nominee,
line at right). all nominees. write the nominee's name on the
_____ _____ line below.)
_____ _____ ___________________________________
2. NAME CHANGE. Proposal to
change the Corporation's name
to Strategia Corporation.
FOR AGAINST ABSTAIN
_____ _____ _____
_____ _____ _____
3. INCREASE IN AUTHORIZED SHARES.
Proposal to increase the
number of Common shares the
Corporation is authorized to
issue from 6,000,000 to
18,000,000 shares.
FOR AGAINST ABSTAIN
_____ _____ _____
_____ _____ _____
4. OTHER BUSINESS. In their discretion,
the proxies are authorized to act
upon such other matters as may
properly be brought before the Annual
Meeting or any adjournment thereof.
Please sign exactly as name appears at left.
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.
Dated: ________________________________, 1996
______________________________________________
Signature
______________________________________________
Additional signature, if held jointly
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
