<PAGE>
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
- --------------------------------------------------------------------------------
/X/ Filed by the Registrant
/ / Filed by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement / / Confidential, For Use of the Commission
Only [as Permitted by Rule 14-a6(e)(2)]
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
- --------------------------------------------------------------------------------
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
- --------------------------------------------------------------------------------
PAYMENT FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No Fee Required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
- --------------------------------------------------------------------------------
(1) Title of each class of securities to which transaction applies:
CLASS A COMMON STOCK, CLASS A WARRANTS AND/OR CLASS B WARRANTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(5) Total fee paid:
N/A
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
- --------------------------------------------------------------------------------
(1) Amount Previously Paid:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(3) Filing Party:
N/A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(4) Date Filed:
N/A
- --------------------------------------------------------------------------------
<PAGE>
IMTECH
================================================================================
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
("IMTECH")
130 CEDAR STREET - 4TH FLOOR
NEW YORK, NY 10006
(212) 306-6100
DEFINITIVE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On February 23, 1999
================================================================================
INDEX
-----
PAGE
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OUTSTANDING SHARES AND VOTING RIGHTS 1
ITEM 1. - ELECTION OF DIRECTORS 2
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 5
STOCK OPTION PLANS 8
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 9
401(K) PLAN 11
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 12
MANAGEMENT
ITEM 2. - RATIFICATION OF THE COMPANY'S PROPOSED 1998
NON-QUALIFIED STOCK OPTION PLAN 13
ITEM 3. - RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS 13
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS 14
STOCK PERFORMANCE GRAPH 14
OTHER MATTERS 14
VOTING PROCEDURES 15
<PAGE>
================================================================================
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
("IMTECH")
130 CEDAR STREET - 4TH FLOOR * NEW YORK, NY 10006 * (212) 306-6100
DEFINITIVE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On February 23, 1999
================================================================================
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN THAT THE ANNUAL MEETING OF THE STOCKHOLDERS OF
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION ("IMTECH" or the "Company") will
be held at the Company's offices, 130 CEDAR STREET, NEW YORK, NY 10006 at 10:30
A.M., EST, on TUESDAY, FEBRUARY 23, 1999 (the "Meeting"), for the following
purposes:
1. To elect four (4) Directors to serve for the ensuing year or until their
successors are elected and have been qualified.
2. To ratify the Company's proposed 1998 Non-Qualified Stock Option Plan.
3. To ratify Mahoney Cohen & Co., CPA, PC, as the independent public
accountants for the Company's current fiscal year.
4. Such other business as may be properly brought forward before the Meeting
or any adjournment thereof.
Only those stockholders who were stockholders of record at the close of
business on DECEMBER 25, 1998, will be entitled to notice of, and vote at the
meeting or any adjournment thereof. If a stockholder does not return a signed
proxy card or does not attend the Meeting and vote in person, the shares will
not be voted. Stockholders are urged to mark the boxes on the proxy card to
indicate how their shares are to be voted. If a stockholder returns a signed
proxy card but does not mark the boxes, the shares represented by that proxy
card will be voted as recommended by the Board of Directors of the Company. The
Board of Directors solicits proxies so each stockholder of the Company has the
opportunity to vote on the proposals to be considered at the Meeting.
I M P O R T A N T
-----------------
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE WHICH HAS BEEN
PROVIDED. IN THE EVENT YOU ARE ABLE TO ATTEND THE MEETING, YOU MAY
REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
BY THE ORDER OF THE BOARD OF DIRECTORS
NEW YORK, NY /s/ JOSEPH A. GITTO, JR.
JULY 29, 1998 -----------------------------
Joseph A. Gitto, Jr.
President and Chief Financial Officer
<PAGE>
================================================================================
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
("IMTECH")
130 CEDAR STREET - 4TH FLOOR
NEW YORK, NY 10006
(212) 306-6100
DEFINITIVE PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
To Be Held On February 23, 1999
================================================================================
This Proxy Statement and the accompanying proxy card are furnished in
connection with the solicitation of proxies by the Board of Directors of IMTECH
for use at the Meeting to be held at the Company's offices, 130 Cedar Street -
4th Floor, New York, NY 10006, (212) 306-6100, at 10:30 a.m., EST, on Tuesday,
February 23, 1999, and any adjournment or adjournments thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. All of
IMTECH's stockholders are requested to attend the Meeting. Whether or not you
attend, your proxy is requested in order to assure maximum participation and to
expedite the proceedings.
At the Meeting, the Company's stockholders will be requested to act upon
the matters set forth in this Proxy Statement. If you are not present at the
Meeting, your shares can be voted only when represented by proxy. The shares
represented by your proxy will be voted in accordance with your instructions if
the proxy is properly signed and returned to the Company before the Meeting.
You may revoke your proxy at any time prior to its being voted at the Meeting
by delivering a new duly executed proxy with a later date, or by delivering
written notice of revocation to the secretary of the Company prior to the day of
the Meeting, or by appearing and voting in person at the Meeting. It is
anticipated that this Proxy Statement and accompanying proxy will first be
mailed to the stockholders on or about December 25, 1998. The Company's 1998
Annual Report to its stockholders on Form 10-K, filed with the Securities and
Exchange Commission on June 29, 1998, is also enclosed and should be read in
conjunction with the materials set forth herein.
The expenses incidental to the preparation and mailing of this proxy
material are being paid by the Company. No solicitation is planned beyond the
mailing of this proxy material to the stockholders.
Abstentions and broker non-votes will be counted towards determining
whether a quorum is present.
The principal executive offices of the Company are located at 130 Cedar
Street - 4th Floor, New York, NY 10006. The telephone number is (212) 306-6100.
OUTSTANDING SHARES AND VOTING RIGHTS
The Company's Class A common stock is the only security entitled to vote at
the Meeting. The Board of Directors, pursuant to the by-laws of the Company,
has fixed December 25, 1998 , at the close of business, as the date of record
for the determination of stockholders entitled to notice of and to vote at the
Meeting or at any adjournment or adjournments thereto. As of July 29, 1998,
there were 6,124,994 shares of Class A common stock outstanding and entitled to
vote at the Meeting. Each share of Class A common stock is entitled to one (1)
vote. A majority of the shares of Class A common stock outstanding and entitled
to vote which are represented at the Meeting, in person or by proxy, will
constitute a quorum. In accordance with the by-laws of the Company, a majority
vote in favor of a proposal is required for approval of an agenda item, provided
that a quorum (majority) of issued and outstanding shares entitled to vote are
present in person or by proxy.
1
<PAGE>
IMTECH
================================================================================
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors of the Company proposes that Mr. Matti Kon, Mr.
Joseph A. Gitto, Ms. Dale L. Hirschman and Mr. Kenneth J. Buettner be elected as
directors to serve until the next Annual Meeting of the Stockholders of IMTECH
and continue until their successors are elected and qualified. Unless authority
is withheld on the proxy, it is the intention of the proxy holder named on the
proxy card to vote the proxies received by him for the directors standing for
election named below:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
STANDING FOR ELECTION
- ---------------------------- ----- -------------------------------------------------- ----------------
NAME AGE CURRENT POSITION WITH THE COMPANY DIRECTOR SINCE
- ---------------------------- ----- -------------------------------------------------- ----------------
<S> <C> <C> <C>
Matti Kon [1] 37 Chairman, Chief Executive Officer, Director 1996
- ---------------------------- ----- -------------------------------------------------- ----------------
Joseph A. Gitto, Jr. [2] 36 President, Chief Financial Officer, Director 1995
- ---------------------------- ----- -------------------------------------------------- ----------------
Dale L. Hirschman [3] 41 Director 1998
- ---------------------------- ----- -------------------------------------------------- ----------------
Kenneth J. Buettner [3] 46 Director 1998
- ---------------------------- ----- -------------------------------------------------- ----------------
</TABLE>
[1] Appointed as Chief Executive Officer and Director on December 5, 1996, and
appointed Chairman of the Board of Directors on April 21, 1997.
[2] Appointed President in April 1996.
[3] Appointed Director on January 30, 1998.
2
<PAGE>
IMTECH
================================================================================
ITEM 1. ELECTION OF DIRECTORS (CONTINUED)
The executive officers of the Company are appointed by the Board of
Directors to serve until their successors are elected and qualified. The
directors of the Company are elected each year at the annual meeting of the
stockholders for a term of one year and until their successors are elected
and qualified. The following are brief descriptions of the directors,
nominees and executive officers of the Company:
MATTI KON
Mr. Kon was appointed as Chief Executive Officer and Director in December
1996, and subsequently appointed as Chairman in April 1997. Mr. Kon is also
President and sole shareholder of Blitz Systems, Inc., a privately held
computer systems consulting firm specializing in the development of total
business solutions for business management systems. In addition, Mr. Kon is
the sole shareholder of Research Distribution Services, Inc., a private
company that provides mailing list database management, fulfillment and
related services.
JOSEPH A. GITTO, JR.
Mr. Gitto served as the Company's accounting manager from April 1992
through September 1993, after which he was promoted to, and retained the
position of, controller until March 1995. In March 1995, Mr. Gitto was
appointed Chief Financial Officer and Director of IMTECH. In addition, Mr.
Gitto was appointed President of the Company in April 1996. Prior to joining
IMTECH, Mr. Gitto held several key financial positions with EnviroSpan Safety
Corp., Shearson Lehman Bros. and Dreyfus Corp.
DALE L. HIRSCHMAN
Ms. Hirschman is a principal in a management consulting firm called DH
Management/CAL Consulting Group. In January 1998, Ms. Hirschman was
appointed to serve as Director. Ms. Hirschman is active in raising capital
for private companies through private placements. Ms. Hirschman also has an
extensive background in the publishing industry where she has held executive
positions with companies such as Hearst Business Publishing, Inc. and
Scholastic, Inc.
KENNETH J. BUETTNER
Mr. Kenneth J. Buettner is a principal with York Scaffold Equipment Corp.
since 1975. In January 1998, Mr. Buettner was appointed to serve as
Director. Mr. Buettner has served on the Board of numerous trade
associations and task forces. Mr. Buettner is also a member of the executive
committee of the State Insurance Fund of New York Construction Industry
Safety Group No. 469.
3
<PAGE>
IMTECH
================================================================================
ITEM 1. ELECTION OF DIRECTORS (Continued)
THE BOARD OF DIRECTORS RECOMMENDS THAT THE
STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE FOUR (4)
NOMINATED DIRECTORS
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended March 31, 1998, there were a total of
sixteen (16) meetings of the Board of Directors held, of which all of the
Directors attended. The Board of Directors establishes policies for the
Company and reviews management compensation standards and practices, and
administers the following stock option plans of the Company: (1) the Amended
and Restated 1997 Incentive Stock Option Plan; (2) the Amended and Restated
1987 Non-Qualified Stock Option Plan; and (3) Directors Option Plan.
The Board established a compensation committee for the fiscal year ended
March 31, 1998 and appointed Ms. Hirschman and Mr. Buettner, members of the
Board of Directors, to serve as members of the committee.
The Board also established an audit committee during the fiscal year
ended March 31, 1998, which had five (5) appointed members; one member is
Mr. Gitto, President and CFO of IMTECH; a second member is Ms. Dale
Hirschman, a Director of the Company; another is an employee of the Company;
and the remaining two members are independent of the Company.
4
<PAGE>
IMTECH
================================================================================
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The following schedule sets forth the compensation earned by the Chief
Executive Officer and each of the three most highly compensated executive
officers and directors whose individual remuneration exceeded $100,000 for
the last three completed fiscal years ended March 31, 1998, 1997 and 1996:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
NAME YEAR RESTRICTED OPTIONS ALL
AND ENDED STOCK AND/OR OTHER
PRINCIPAL POSITION MARCH SALARY BONUS AWARDS SARS COMPENSATION
- --------------------------------- ------- ------------- --------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Matti Kon [1] 1998 $ 200,000 - - 500,000 -
Chief Executive Officer 1997 57,700* - - 500,000 -
1996 - - - - -
- --------------------------------- ------- ------------- --------- ------------ --------- ------------
Joseph A. Gitto, Jr. [2] 1998 $ 170,800 $ - - - -
President and Chief 1997 127,500 15,000 - 350,000 -
Financial Officer 1996 90,100 17,500 - 250,000 -
- --------------------------------- ------- ------------- --------- ------------ --------- ------------
Christopher D. Holbrook [3], [5] 1998 $ - $ - - - -
Former Chief Executive 1997 172,500 10,000 - 175,000 -
Officer and Chief 1996 140,000 20,000 - 250,000 -
Operating Officer
- --------------------------------- ------- ------------- --------- ------------ --------- ------------
Robert H. Oxenberg [4], [5] 1998 $ - $ - - - -
Former Chief Executive 1997 42,700 - - 250,000 -
Officer 1996 22,154 - - - -
- --------------------------------- ------- ------------- --------- ------------ --------- ------------
</TABLE>
* Pro-rated annual salary.
[1] Mr. Kon was appointed as Chief Executive Officer on December 5, 1996. In
addition, Mr. Kon was appointed Chairman of the Board on April 21, 1997;
Salary figure represents pro-rated amount for fiscal year ended March 31,
1997.
[2] Mr. Gitto was appointed President in April 1996 and also serves as Chief
Financial Officer and Director.
[3] Appointed and served as President, Chief Operating Officer and Director from
March 1995 through April 1996 when he was appointed Chief Executive Officer;
subsequently resigned all of his positions with the Company on November 22,
1996.
[4] Served as Chief Executive Officer from March 1995 through April 1996 when he
resigned, but continued to serve on the Board until April 1997.
[5] Resigned or chose not to stand for re-election and has no disagreements with
the Company regarding matters affecting the Company's operations, policies
and practices and/or financial statements.
5
<PAGE>
IMTECH
================================================================================
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (CONTINUED)
STOCK OPTION GRANTS
The following schedule summarizes the grant of stock options to the
Company's executive officers made during the fiscal year ended March 31, 1998:
- --------------------------------------------------------------------------------
OPTIONS GRANTED IN THE LAST FISCAL YEAR
- --------------------------------------------------------------------------------
% OF TOTAL
SHARES POTENTIAL REALIZED
SHARES UNDERLYING VALUE AT ASSUMED
UNDERLYING OPTIONS PER SHARE ANNUAL RATES
OPTIONS GRANTED TO EXERCISE EXPIRATION OF STOCK PRICE
GRANTED EMPLOYEES PRICE [1] DATE APPRECIATION
- --------------------------------------------------------------------------------
Matti Kon 500,000 100% $1.18 12/06/99 None
- --------------------------------------------------------------------------------
[1] Based upon the market price of the underlying shares at that time.
COMPENSATION OF DIRECTORS
The following schedule summarizes certain types of compensation paid to
non-employee directors during the fiscal year ended March 31, 1998:
- --------------------------------------------------------------------------------
CASH COMPENSATION SECURITY GRANTS
------------------------------- -------------------------
NUMBER OF
SHARES
ANNUAL CONSULTING UNDERLYING
RETAINER MEETING AND OTHER NUMBER OF STOCK
FEES FEES FEES SHARES OPTIONS
- --------------------------------------------------------------------------------
Harry Markovits - $13,000 $45,000 - 730,000 [1]
- --------------------------------------------------------------------------------
Dale L. Hirschman - $ 1,000 - - 100,000 [2]
- --------------------------------------------------------------------------------
Kenneth J. Buettner - $ 1,000 - - 100,000 [2]
- --------------------------------------------------------------------------------
[1] Includes options exercisable at prices ranging from $.88 to $1.12 per share,
expiring at various dates through January 2003.
[2] Includes options exercisable at $.74 per share, expiring in February 2001.
6
<PAGE>
IMTECH
================================================================================
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (CONTINUED)
STOCK OPTIONS EXERCISED AND STOCK OPTION HOLDINGS
The following schedule summarizes the exercise of stock options by the
Company's executive officers during the fiscal year ended March 31, 1998, and
those options that were unexercised and held at the end of the fiscal year:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
AGGREGATE OPTION EXERCISES AND
YEAR END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------
NUMBER
FISCAL SHARES OF SHARES UNDERLYING VALUE OF UNEXERCISED
YEAR ACQUIRED UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS [2]
ENDED ON VALUE --------------------------- ---------------------------
MARCH 31, EXERCISE REALIZED [1] EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Matti Kon 1998 - - 500,000 500,000 - -
- --------------------------------------------------------------------------------------------------------------------
Joseph A. Gitto 1998 - - 558,958 116,667 - -
- --------------------------------------------------------------------------------------------------------------------
Christopher D. 1998 - - 143,750 - - -
Holbrook [3]
- --------------------------------------------------------------------------------------------------------------------
Robert H. Oxenberg[3] 1998 - - 250,000 - - -
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
[1] Calculated by multiplying the number of shares underlying the options by the
difference between the average of the closing bid and ask prices of the
common stock, as reported by NASDAQ on the date of exercise, and the
exercise price of the options.
[2] Calculated by multiplying the number of shares underlying the options by the
difference between the average of the closing bid and ask prices of the
common stock, as reported by NASDAQ on March 31, 1998, and the exercise
price of the options.
[3] Denotes a former executive officer and/or director.
7
<PAGE>
IMTECH
================================================================================
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS (CONTINUED)
REMUNERATION OF NON-MANAGEMENT DIRECTORS
Each member of the Board of Directors who is not an officer or employee
of the Company is entitled to participate in the Directors Option Plan
described herein below. In addition, those Directors will be reimbursed for
travel and other expenses directly related to his activities performed as
Director. The Company currently compensates non-employee Directors $1,000
for each Board of Directors meeting attended.
STOCK OPTION PLANS
NON-QUALIFIED STOCK OPTION PLAN
In August 1987, the Board of Directors approved and adopted a
Non-Qualified Stock Option ("NQSO") Plan. Under the NQSO Plan, individuals
determined to be key persons on whom the Company relies for the successful
conduct of its business, as determined by the Compensation Committee (the
"Committee"), are granted options to purchase IMTECH's Class A Common Stock.
There are 4,000,000 shares reserved for grant under the NQSO Plan.
The exercise prices of the options granted under the NQSO Plan, which are
determined by the Committee in its sole discretion, may not be less than the
par value of the shares, or fifty percent of the fair market value of the
shares on the dates of grant. The Committee also determines the time periods
during which the NQSO's may be exercised, although in no event shall any
NQSO's have an expiration date later than ten (10) years from the date of its
grant. As of March 31, 1998, options to acquire a total of 2,331,933 shares
of Class A Common Stock were outstanding or approved for grant under the NQSO
Plan, at exercise prices ranging from $.74 to $9.88 per share. No options
may be granted under the NQSO Plan after August 19, 1998. For future
discussion concerning the expiration of the NQSO Plan and the proposed
inception of the 1998 Non-Qualified Stock Option Plan see discussion under
"Item 2." herein.
INCENTIVE STOCK OPTION PLANS
In August of 1987, the Board of Directors adopted the Company's Incentive
Stock Option ("ISO") Plan. The ISO Plan allows the Company to grant to
employees determined to be key personnel by management, incentive stock
options under the guidelines of Section 422 of the Internal Revenue Code.
The Plan is available to all of the Company's employees, including officers
and employee directors, and is intended to be used by management to attract
and retain key employees. The ISO Plan is administered by the Committee, who
establishes the terms of the options granted including their exercise prices,
the dates of grant and number of shares subject to options. The exercise
prices of all of the options granted under the ISO Plan must be equal to no
less than the fair market value of the Class A Common Stock on the date of
grant, and the terms of the options may not exceed ten years. Three million
(3,000,000) shares of IMTECH Class A Common Stock are reserved under the ISO
Plan for grant.
For any employee/stockholder who may own more than 10% of the Company's
outstanding voting shares, the exercise price of options received under the
ISO Plan must be at least equal to 110% of the fair market value of the Class
A Common Stock on the date of grant, and the term of the options must not
exceed ten years. As of March 31, 1998, options to purchase 2,333,750 shares
of IMTECH's Class A common stock were outstanding and approved for grant
under the ISO Plan at exercise prices ranging from $1.18 to $6.75 per share.
No options may be granted under the ISO Plan after August 29, 1998.
8
<PAGE>
IMTECH
================================================================================
STOCK OPTION PLANS (CONTINUED)
INCENTIVE STOCK OPTION PLANS
On May 26, 1998 a majority of shareholders at the Company's annual
meeting approved the inception of a 1997 Incentive Stock Option ("ISO-97")
Plan. It was recommended that 2,500,000 shares of the Company's Class A
common stock be authorized and reserved for issuance under the proposed
ISO-97 Plan. The term of the ISO-97 Plan will be for a period of ten (10)
years from the date of inception. The ISO-97 Plan provides for the granting
of incentive options, within the meaning of Section 422 of the Internal
Revenue Code of 1986, to purchase Class A common stock of IMTECH to all
eligible employees of the Company including officers and employee-directors,
whose services are considered valuable to the Company and who qualify under
the Plan. The exercise price of the options under the ISO-97 Plan will be
determined at the time of grant, and in no event shall the exercise price of
any option be less than the fair market value of the Class A common stock
underlying the option at the time of grant.
The administration of the ISO-97 Plan is under the supervision of the
Company's Compensation Committee (the "Committee"). As of July 28, 1998
there were no options granted under the ISO-97 Plan.
DIRECTORS OPTION PLAN
In October 1988, the Board of Directors adopted the Directors Option
("DO") plan, which was authorized by the stockholders on December 19, 1988,
and was subsequently amended in October 1992. The purpose of the DO Plan is
to help IMTECH retain the services of qualified non-officer or non-employee
directors, who are considered essential to the business progress of the
Company. Under the DO plan, options are granted only on the date of the
annual stockholders' meeting held once every calendar year. A total of
1,500,000 shares of the Company's Class A common stock is reserved for grant
under the DO plan. At July 28, 1998, there were no options outstanding under
the DO plan. No options may be granted under the DO Plan after December 19,
1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
IMTECH is party to a consulting agreement with Blitz Systems, Inc.
("Blitz"), a company owned 100% by Mr. Matti Kon, the Chief Executive Officer
of IMTECH. Blitz is a computer systems consulting firm specializing in
developing total business solutions for all business management systems.
During the fiscal year ended March 31, 1998, the Company renewed its
agreement with Blitz for an additional year (November 1, 1997 through October
31, 1998), at a cost to IMTECH of $40,000 per month. Blitz's
responsibilities under the contract are to reengineer, reorganize and run the
day-to-day operations of IMTECH's data processing department. Specifically,
Blitz provides extensive technical support for many of IMTECH's clients
on-site and is responsible for analyzing, designing and developing customized
database systems as required by client management.
In December 1996, IMTECH provided Blitz with a loan in the amount of
$250,000. On April 30, 1997, Blitz commenced payment of the loan on an
installment basis over a forty-eight month period at $6,162 per month
including interest at 8.5%.
During the fiscal year ended March 31, 1998, IMTECH performed printing
services for Blitz which amounted to approximately $101,000 of revenues.
9
<PAGE>
IMTECH
================================================================================
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
The Company is party to a service agreement with Research Distribution
Services, Inc. ("RDS"), a company in which the CEO of IMTECH (Mr. Matti Kon),
is the majority stockholder with controlling interest. Under the agreement,
RDS is to provide mailing list database management, fulfillment, mailing and
related services to IMTECH for a period of one year (January 1, 1998 through
December 31, 1998) at a monthly minimum cost of $22,500 (based on minimum
average fulfillment levels as stipulated in the agreement).
Mr. Robert Oxenberg, who was a Board member from April 1992 through April
1997, has acquired securities of the Company through several private
placements ("Securities Ownership of Certain Beneficial Owners and
Management"). In October 1992, Mr. Oxenberg entered into a consulting
agreement with IMTECH and INSCI Corp. (the Company's former majority-owned
subsidiary) for a period of three years. The consulting agreement was
terminated in November 1993. Mr. Oxenberg has also served on the Board of
Directors of INSCI Corp. In April 1996, upon his resignation from his
position as Chief Executive Officer of IMTECH, Mr. Oxenberg and IMTECH
entered into a one year consulting agreement. On April 15, 1996, Mr.
Oxenberg was granted 250,000 options to purchase 250,000 shares of IMTECH
Class A Common Stock at an exercise price of $1.88 (the fair market value of
the Common Stock on the date of grant). The options expire on April 15,
2002. In April 1997, Mr. Oxenberg resigned his position as Director.
Mr. Harry Markovits served as a Director from June 18, 1997 through March
5, 1998. Mr. Markovits has options outstanding to purchase 730,000 shares of
Class A common stock at prices ranging from $.88 to $1.12, which expire at
various dates through January 2003. Mr. Markovits performed consulting
services for IMTECH. In January 1998, Mr. Markovits loaned the Company the
sum of $200,000 for working capital purposes. The loan, which is unsecured,
bears interest at 12% and is payable in specific monthly installments as
stipulated in the promissory note evidencing the loan. Also in January 1998,
the Company sold Mr. Markovits 50,000 shares of INSCI Corp. stock for
proceeds of $50,000.
DH Blair Investment Banking Corp. ("Blair") and its affiliates have
granted a voting proxy in the shares which it owns or shall acquire during
the term of such proxy to the Chief Executive Officer of the Company, and his
successors. The voting agreement terminates in February 1999, and is
suspended during any period when Blair or its affiliates are not "market
makers" for the Company's securities.
Mr. Pierce Lowrey, Jr., the Company's former Chief Executive Officer, has
granted a voting proxy in the shares he owns or shall acquire during the term
of such proxy to the Chief Executive Officer of the Company and his
successors. The voting agreement terminates in March 2004.
10
<PAGE>
IMTECH
================================================================================
401(k) PLAN
In December 1994, the Company terminated its former 401(k) plan. In
January 1996, the Company implemented a new 401(k) plan covering all eligible
employees (personnel with twelve consecutive months of service). Employer
contributions to the plan are based on the discretion of management.
Employees can elect to contribute up to a maximum of 15% of their salaries to
the plan. Since its inception, IMTECH has not made any contributions to the
plan.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the exchange act requires the Company's executive
officers and directors, and persons who own more than 10% of the registered
class of the Company's equity securities ("Reporting Persons"), to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission (the "Commission") and with the NASDAQ stock market.
Reporting Persons are required by the Commission regulations to furnish the
Company with copies of all forms they file pursuant to Section 16(a).
Based solely on its review of the copies of such reports received by it,
or written representations from certain Reporting Persons that no other
reports were required for those persons, the Company believes that, during
the fiscal year ended March 31, 1998, the Reporting Persons complied with
Section 16(a) filing requirements applicable to them.
11
<PAGE>
IMTECH
================================================================================
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table summarizes, to the best of the Company's knowledge,
as of March 31, 1998, certain information regarding (1) the beneficial owners
of more than five percent (5%) of the outstanding Class A common stock of
IMTECH; (2) the beneficial ownership of shares of the Company's Class A
common stock by each director and named executive; and (3) the beneficial
ownership of shares of Class A common stock of the Company by all directors
and executive officers as a group:
- --------------------------------------------------------------------------------
NAME OF BENEFICIAL BENEFICIALLY PERCENT OF CLASS
OWNER OWNED SHARES [1] OWNED [1], [2]
- --------------------------------------------------------------------------------
Matti Kon 883,481 [3] 6 %
- --------------------------------------------------------------------------------
Robert Sachs 911,706 6 %
- --------------------------------------------------------------------------------
Estate of Harry Markovits 755,000 5 %
- --------------------------------------------------------------------------------
Joseph A. Gitto 558,958 4 %
- --------------------------------------------------------------------------------
Dale Hirschman 100,000 1 %
- --------------------------------------------------------------------------------
Kenneth Buettner 100,000 1 %
- --------------------------------------------------------------------------------
Directors and Executive[4] 1,442,439 7 %
Officers as a group
- --------------------------------------------------------------------------------
[1] Unless otherwise noted, all shares are beneficially owned and the sole
voting and investment power is held by the persons indicated. The figures do
not include the portions of stock options to purchase shares which are not
currently exercisable or will become exercisable for the period between the
date of this proxy and sixty days following.
[2] The figures are based upon the aggregate number of all the shares of Class A
Common Stock currently issued and outstanding in addition to the shares
issuable upon the exercise of stock options or warrants exercisable within
60 days following the date of this proxy, and which are held by the
individuals named in the table. The figures also include the shares of
Class A Common Stock underlying the Company's outstanding 12% Convertible
Preferred Stock which has not been converted to date and still qualifies for
conversion.
[3] D.H. Blair Investment Banking Corp. ("Blair") and its affiliates entered
into a voting agreement whereby Blair granted the Chief Executive Officer of
the Company and his successors the voting rights to the shares they own, and
accordingly, this figure includes 383,481 shares owned by D.H. Blair.
[4] Includes all of the Company's current Directors, Executive Officers and
Nominees, and as appropriate, the 383,481 shares owned by D.H. Blair in
accordance with the voting agreement noted in [3].
12
<PAGE>
IMTECH
================================================================================
ITEM 2. RATIFICATION OF THE COMPANY'S PROPOSED 1998 NON-QUALIFIED
STOCK OPTION PLAN
The Board of Directors of IMTECH has proposed the inception of a 1998
Non-Qualified Stock Option ("NQSO-98") Plan. It is recommended that
2,500,000 shares of the Company's Class A common stock be authorized and
reserved for issuance under the proposed NQSO-98 Plan. The term of the
proposed NQSO-98 Plan will be for a period of ten (10) years from the date of
inception.
The proposed NQSO-98 Plan will provide for the granting of incentive
options to purchase Class A common stock of IMTECH to individuals determined
to be key persons on whom the Company relies for the successful conduct of
its business, as determined by the Company's Compensation Committee.
The exercise price of the options under the proposed NQSO-98 Plan will be
determined at the time of grant, and in no event shall the exercise price of
any option be less than the par value of the Class A common stock, or fifty
percent of the fair market value of the Class A common stock at the time of
grant.
The administration of the proposed NQSO-98 Plan will be under the
supervision of the Company's Compensation Committee (the "Committee"). The
Committee will recommend to the Board the terms of the proposed options to be
granted under the NQSO-98 Plan, including the dates and number of shares
available for grant. The Board, however, will make the final determination
on the proposed terms of the Plan.
The Board of Directors believes that the stockholders' ratification of
the proposed NQSO-98 Plan will be in the Company's best interest, since it
will culminate with the expiration of the existing 1987 Non-Qualified Stock
Option Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION
OF THE PROPOSED 1998 NON-QUALIFIED STOCK OPTION PLAN
ITEM 3. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected MAHONEY COHEN & CO., CPA, PC,
("Mahoney") as the Company's independent auditors for the fiscal year ended
March 31, 1999. Representatives of Mahoney are expected to be present at the
Meeting. The affirmative vote of a majority of the outstanding voting shares
of the Company's Class A common stock is required for the ratification of
this selection.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS
VOTE "FOR" RATIFICATION OF THE SELECTION
OF INDEPENDENT AUDITORS
13
<PAGE>
IMTECH
================================================================================
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS
Rules of the Securities and Exchange Commission require that any proposal
by a stockholder of the Company to be considered at the 1999 Annual Meeting
of the Company's Stockholders (the '99 Meeting") must be received by the
Company no later than June 30, 1999, if any such proposal is to be eligible
for inclusion in the Company's proxy materials for its '99 Meeting. Under
such rules, the Company is not required to include stockholder proposals in
its proxy materials unless certain other conditions specified in such rules
are met.
STOCK PERFORMANCE GRAPH
The following Performance Graph compares the cumulative total shareholder
return on the Company's Class A Common Stock over the five year period
commencing March 31, 1992, based upon the market price of the Company's Class
A Common Stock, with the cumulative total return of (i) the S & P 500 Stock
Index; and (ii) an index of a group of peer companies selected by the
Company, consisting of Bowne & Co., Inc., Pitney Bowes, Inc. and Xerox Corp.
The Graph assumes that the value of the investment in the Company's Class A
Common Stock, the S & P 500 Index, and the Peer Group was $100 on March 31,
1992, and that all dividends were re-invested. The calculations in the Graph
reflect the cumulative yearly change; first, by taking the difference between
the price per share of the particular securities on March 31, 1992 and the
price per share at the end of each succeeding Fiscal Year. The cumulative
total Shareholder Graph shown below for the five year historical period may
not be indicative of future performance.
<TABLE>
<CAPTION>
---------------------------------------------------------
3/31/92 3/31/93 3/31/94 3/31/95 3/31/96 3/31/97
- ----------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Information Management
Technologies Corporation 100 90 67 16 74 42
- ----------------------------- ------- ------- ------- ------- ------- -------
Peer Group 100 136 118 160 197 304
- ----------------------------- ------- ------- ------- ------- ------- -------
S & P 500 100 115 119 151 187 271
- ---------------------------------------------------------------------------------------
</TABLE>
Note that the Company completed a four-for-one stock reverse stock split in
Fiscal Year 1996 and the numbers appearing in the Graph are approximate.
OTHER MATTERS
Management of the Company is not aware of any other matter to be
presented for action at the Meeting other than those mentioned in notice of
the Meeting referred to in Item 1. of this Proxy Statement.
14
<PAGE>
IMTECH
================================================================================
VOTING PROCEDURES
Under Delaware law, each holder of record is entitled to vote the number
of shares owned by the stockholder for any agenda item. There are no
cumulative voting rights for the stockholders of the Company.
The Company is not aware of any other item to be added to the agenda as
it has not been informed by any stockholders of any request to do so.
There are no matters on the agenda which involve rights of appraisal of
any of the stockholders.
BY THE ORDER OF THE BOARD OF DIRECTORS
/s/ JOSEPH A. GITTO, JR.
------------------------
JOSEPH A. GITTO, JR.
PRESIDENT AND CHIEF FINANCIAL OFFICER
NEW YORK, NY
JULY 29, 1998
15
<PAGE>
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, FEBRUARY 23, 1998
The undersigned hereby appoints Matti Kon, and/or Joseph A. Gitto Jr., and or
Dale L. Hirschman., and or Kenneth J. Buettner, and each of them, as proxies,
with the powers the undersigned would possess if personally present, and with
the full power of substitution to vote all common shares of the undersigned
in Information Management Technologies Corporation at the Annual Meeting of
Shareholders to be held at the Company's Offices, 130 Cedar Street, New York,
NY 10006, on February 23, 1998 beginning at 10:30 a.m., and at any
adjournment thereof, upon all subjects that may properly come before the
meeting. Please sign and date the reverse side of this card. If no directors
are given, the proxies will vote: for the election of the nominees listed
below, in accord with the Directors recommendations on the matters listed
below and described in the enclosed proxy statement; and at their discretion
on any other matter that may properly come before this meeting.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. ELECTION OF FOUR (4) DIRECTORS. / / FOR all nominees below (except as / / WITHHOLD AUTHORITY to vote
marked to the contrary below) for all nominees listed below.
Matti Kon, Joseph A. Gitto Jr., Dale L. Hirschman., Kenneth J. Buettner
To withhold authority to vote for any individual nominee, write that nominee's name in the space provided.
FOR AGAINST ABSTAIN
- ----------------------------------------------------------------------------------------------------------
2. To ratify the Company's proposed 1998 Non-qualified stock option plan. / / / / / /
3. Ratification of Independent Accountants / / / / / /
<PAGE>
- ---------------------------------------------------------------------------------------------------------------
This proxy, when properly executed, will be voted in the manner directed herein.
If no directions are given, this proxy will be voted FOR the election of directors, and FOR Proposals 2. and 3.
Dated___________________________________, 1999
----------------------------------------------
Signature
----------------------------------------------
Signature, if held jointly
IMPORTANT: Please date this proxy and sign
exactly as your name appear(s) hereon. If the
stock is held jointly, signatures should
include both names. Personal representatives,
trustees, guardians and others signing in a
representative capacity should give full title.
If you attend the meeting you may, if you
wish, withdraw your proxy and vote in person.
PLEASE PROMPTLY MARK, DATE, SIGN AND RETURN THIS PROXY CARD USING THE ENCLOSED ENVELOPE
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
