<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)]
- -----
Definitive Proxy Statement
- -----
- -----
X 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
- ------ ----------------------------------------------------------------------
- ------ ----------------------------------------------------------------------
(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 / DEFINITIVE ADDITIONAL MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1998
===============================================================================
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(1) OF THE EXCHANGE ACT 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 12
MANAGEMENT
ITEM 2. - PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF 13
INCORPORATION TO AUTHORIZE A REVERSE STOCK SPLIT OF THE
OUTSTANDING SHARES OF CLASS A COMMON STOCK, CLASS A
WARRANTS AND/OR CLASS B WARRANTS
ITEM 3. - RATIFICATION OF THE COMPANY'S PROPOSED 1997 INCENTIVE 16
STOCK OPTION PLAN
ITEM 4. - RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS 16
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS 17
OTHER MATTERS 17
VOTING PROCEDURES 17
<PAGE>
IMTECH
===============================================================================
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION ("IMTECH")
130 CEDAR STREET - 4TH FLOOR
NEW YORK, NY 10006
(212) 306-6100
DEFINITIVE PROXY STATEMENT / DEFINITIVE ADDITIONAL MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1998
===============================================================================
- -------------------------------------------------------------------------------
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., EDT, on WEDNESDAY, MAY 20, 1998 (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 authorize a reverse stock split of the outstanding Class A Common Stock,
Class A Warrants and/or Class B Warrants, if and when deemed advisable by
and at the discretion of the Board of Directors.
3. To ratify the Company's proposed 1997 Incentive Stock Option Plan.
4. To ratify the selection of Mahoney Cohen & Co., CPA, PC, as the independent
public accountants for the Company's fiscal years ended March 31, 1997 and
1998.
5. 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 MARCH 27, 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.
APRIL 2, 1998 ----------------------------
JOSEPH A. GITTO, JR.
PRESIDENT AND CHIEF FINANCIAL OFFICER
<PAGE>
IMTECH
===============================================================================
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION ("IMTECH")
130 CEDAR STREET - 4TH FLOOR
NEW YORK, NY 10006
(212) 306-6100
DEFINITIVE PROXY STATEMENT / DEFINITIVE ADDITIONAL MATERIALS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1998
===============================================================================
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., EDT, on WEDNESDAY,
MAY 20, 1998, 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 APRIL 17, 1998. The Company's 1997 Annual Report to its
stockholders on Form 10-K, filed with the Securities and Exchange Commission on
June 27, 1997, 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 MARCH 27, 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 MARCH 27,
1998, there were 5,579,552 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 36 Chairman, Chief Executive Officer, Director 1996 [1]
Joseph A. Gitto, Jr. 35 President, Chief Financial Officer, Secretary, 1995 [2]
Director
Dale L. Hirschman 40 Director 1998 [3]
Kenneth J. Buettner 45 Director 1998 [3]
- ------------------------------- ------------ ------------------------------------------------------- --------------------
</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
of a company known as Blitz Systems, Inc., a computer systems consulting firm
specializing in the development of total business solutions for business
management systems. In addition, Mr. Kon owns a controlling interest in Research
Distribution Services, Inc., a 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. On January 30, 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
On January 30, 1998, Mr. Kenneth J. Buettner, a principal with York Scaffold
Equipment Corp. since 1975, was appointed as Director. Mr. Buettner has served
on the Board of numerous trade associations and task forces. Mr. Buettner is 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)
- -------------------------------------------------------------------------------
RESIGNED AS BOARD MEMBERS
Mr. Robert H. Oxenberg served on the Board of Directors since April 1992. Mr.
Oxenberg was appointed Chief Executive Officer of IMTECH in March 1995, and
subsequently resigned that position in April 1996. He continued to serve as
Chairman and Director until April 1997, when he resigned in both capacities. Mr.
Oxenberg resigned without any disagreements with the Company in regards to
matters affecting the Company's operations, policies and practices and/or
financial statements.
Mr. Christopher D. Holbrook served in various key operations positions with the
Company since September 1989. Through February 1995, Mr. Holbrook served as the
Company's Executive Vice President in charge of Operations. In March 1995, Mr.
Holbrook was appointed President, Chief Operating Officer and Director of
IMTECH. In April 1996, Mr. Holbrook resigned as President and was appointed
Chief Executive Officer until November 22, 1996, at which point he resigned from
all of his positions with the Company. Mr. Holbrook resigned without any
disagreements with the Company in regards to matters affecting the Company's
operations, policies and practices and/or financial statements.
In May 1996, Mr. Bruce Arnstein was appointed and served as Director of the
Company until June 9, 1997, when he resigned from the Board. Mr. Arnstein
resigned without any disagreements with the Company in regards to matters
affecting the Company's operations, policies and practices and/or financial
statements.
On June 18, 1997, Mr. Harry Markovits, who serves as a financial consultant to
the Company, was appointed to serve as a Director. Mr. Markovits is a registered
representative at Amerivet/Dymally Securities, Inc., a stock brokerage firm. In
addition, Mr. Markovits is an executive officer and director with U-N-US, Inc.,
a company engaged in the wholesale distribution of jewelry. On March 5, 1998,
Mr. Markovits resigned as Director without any disagreements with the Company in
regards to matters affecting the Company's operations, policies and practices
and/or financial statements.
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, 1997, there were a total of
fourteen (14) 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 1987
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, 1997 and appointed two (2) individuals who are not employed by the Company
to serve as members of the committee.
The Board also established an audit committee during the fiscal year ended March
31, 1997, which had four (4) appointed members; two of which are employed by 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, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------- ------------ ------------------------ ------------------------- -----------------
NAME YEAR ANNUAL COMPENSATION LONG-TERM COMPENSATION
AND ENDED RESTRICTED OPTIONS ALL OTHER
PRINCIPAL POSITION MARCH SALARY BONUS STOCK AND/OR COMPENSATION
AWARDS SARS
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Matti Kon [1] 1997 $57,700 - - 500,000 -
Chief Executive Officer 1996 - - - - -
1995 - - - - -
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
Joseph A. Gitto, Jr. [2] 1997 $127,500 $15,000 - 350,000 -
President and Chief Financial 1996 90,100 17,500 - 250,000 -
Officer 1995 82,300 17,500 - 75,000 -
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
Christopher D. Holbrook [3], [7] 1997 $172,500 $10,000 - 175,000 -
Former Chief Executive Officer 1996 140,000 20,000 - 250,000 -
and Chief Operating Officer 1995 142,000 31,000 - 125,000 -
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
Robert H. Oxenberg [4], [7] 1997 $42,700 - - 250,000 -
Former Chief Executive 1996 22,154 - - - -
Officer 1995 - - - - -
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
David W. Grace [5], [7] 1997 - - - - -
Former President and Chief 1996 - - - - -
Executive Officer 1995 $14,000 - - - -
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
Gerad E. Dorsey [6], [7] 1997 - - - - -
Former President and Chief 1996 - - - - -
Executive Officer 1995 $144,200 - - - -
- --------------------------------------- ------------ ------------ ----------- ------------ ------------ -----------------
</TABLE>
[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] Mr. Grace served as Chief Executive Officer of the Company from September
1994 through March 1995, in addition to, serving as a Director from
September 1992 to November 1995. In November 1995, Mr. Grace elected not to
stand for re-election to the board.
[6] Mr. Dorsey served as Chief Executive Officer and Director from January 1991
through September 1994.
[7] 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, 1997:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
OPTIONS GRANTED IN THE LAST FISCAL YEAR
--------------- ---------------- ----------- ---------------- -----------------------
% OF TOTAL PER POTENTIAL REALIZED
SHARES SHARES SHARE VALUE AT ASSUMED
UNDERLYING UNDERLYING EXERCISE EXPIRATION ANNUAL RATES
OPTIONS OPTIONS PRICE DATE OF STOCK PRICE
GRANTED GRANTED TO [1] APPRECIATION
EMPLOYEES
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
<S> <C> <C> <C> <C> <C>
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
Matti Kon 500,000 44% $1.18 12/05/99 -
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
Joseph A. Gitto 350,000 31% $1.25 4/15/2000 -
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
Christopher D. 175,000 16% $1.25 11/23/97 -
Holbrook [2]
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
Robert H. Oxenberg 250,000 [3] $1.88 4/15/2002 -
- -------------------------- --------------- ---------------- ----------- ---------------- -----------------------
</TABLE>
[1] Based upon the market price of the underlying shares at that time.
[2] 250,000 shares, net of a cancellation of 125,000 options to purchase
125,000 shares.
[3] Mr. Oxenberg served on the Board but was not an employee of the Company for
the fiscal year ended March 31, 1997.
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, 1997, 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 OF SHARES VALUE OF
FISCAL SHARES VALUE UNDERLYING UNEXERCISED UNEXERCISED
YEAR ACQUIRED REALIZED OPTIONS IN-THE-MONEY OPTIONS
ENDED ON [1] [2]
MARCH EXERCISE ----------------------------- ------------------------------
31, EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
Matti Kon 1997 - - - 500,000 - -
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
Joseph A. Gitto 1997 - - 269,792 433,333 - -
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
Christopher D. 1997 - - 420,417 50,000 - -
Holbrook
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
Robert H. Oxenberg 1997 - - 166,966 166,667 - -
- -------------------------- --------- ------------- ------------ -------------- -------------- --------------- --------------
</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, 1997, and the exercise
price of the options.
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
- -------------------------------------------------------------------------------
1987 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 whom the Company relies on 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
April 1, 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 $13.00 per share, after giving effect to the
Company's four-for-one reverse stock split which occurred on June 14, 1995.
INCENTIVE STOCK OPTION PLAN
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. 3,000,000 shares of IMTECH Class A Common
Stock are reserved under the ISO Plan for grant.
8
<PAGE>
IMTECH
===============================================================================
- -------------------------------------------------------------------------------
STOCK OPTION PLANS (CONTINUED)
- -------------------------------------------------------------------------------
INCENTIVE STOCK OPTION PLAN (CONTINUED)
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 April 1, 1998, options to purchase 2,410,625 shares of IMTECH's
Class A common stock were outstanding and approved for grant under the ISO Plan
at exercise prices ranging from $1.25 to $3.75 per share, after giving effect to
the Company's four-for-one reverse stock split which occurred on June 14, 1995.
The ISO Plan will continue for a term of ten years from the date of inception
unless terminated earlier by the Board of Directors.
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 has been reserved for grant under the DO Plan. As
of April 1, 1998, there were no options outstanding under the DO Plan.
- -------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------------------------------
Mr. Matti Kon, currently the Chief Executive Officer of IMTECH, is the
sole stockholder of a company known as Blitz Systems, Inc. ("Blitz"), a computer
systems consulting firm specializing in developing total business solutions for
all business management systems. Blitz is currently engaged to perform
consulting services to IMTECH under a one year contract, expiring October 1998,
at a monthly cost of $40,000. Blitz's responsibilities under the contract are to
reengineer, reorganize and run the day-to-day operations of IMTECH's data
processing department. In addition, Blitz is to provide extensive technical
support for many of IMTECH's clients on-site and analyze, design and develop
customized database systems as required by the management of IMTECH. In December
1996, IMTECH provided Blitz with a secured loan in the amount of $250,000. The
loan is evidenced by a Secured Promissory Note and collateralized by a security
interest on the accounts receivable, equipment and all tangible and intangible
assets of Blitz, which is not as yet perfected.
Mr. Matti Kon is also a majority stockholder with a controlling
interest in a company known as Research Distribution Services, Inc. ("RDS"). RDS
provides mailing list database management, fulfillment, mailing and other
related services to IMTECH under a service agreement expiring in December 1998
for a minimum monthly cost of $22,500.
9
<PAGE>
IMTECH
===============================================================================
- -------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(CONTINUED)
- -------------------------------------------------------------------------------
On November 21, 1996, Mr. Christopher Holbrook resigned his positions
as Chief Executive Officer, Chief Operating Officer and as Director of IMTECH.
Mr. Holbrook relinquished all remuneration and other benefits, except for
300,000 options to purchase 300,000 shares of Class A Common Stock of IMTECH at
exercise prices ranging from $1.25 to $1.88. In addition, the Company entered
into a consulting agreement with Mr. Holbrook for a period of eight months,
which terminated on July 20, 1997.
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 performs consulting services
for IMTECH through a contract which expires in the year 2000, at a monthly rate
of $7,500. 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 installment 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(1) 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
year ended December 31, 1997, the Reporting Person 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, 1997, 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:
<TABLE>
<CAPTION>
------------------------------------- ---------------- ----- ------------------------
BENEFICIALLY PERCENT OF
NAME OF BENEFICIAL OWNER OWNED SHARES CLASS
[1] OWNED
[1], [2]
------------------------------------- ---------------- ----- ------------------------
<S> <C> <C>
Matti Kon 950,749 [3] 7 %
------------------------------------- ---------------- ----- ------------------------
Robert Sachs 910,015 7 %
------------------------------------- ---------------- ----- ------------------------
Joseph A. Gitto 703,125 5 %
------------------------------------- ---------------- ----- ------------------------
Robert H. Oxenberg 380,885 3 %
------------------------------------- ---------------- ----- ------------------------
Christopher D. Holbrook 470,417 3 %
------------------------------------- ---------------- ----- ------------------------
Harry Markovits 183,333 1 %
------------------------------------- ---------------- ----- ------------------------
Directors and Executive [4] 1,837,207 13%
Officers as a group
------------------------------------- ---------------- ----- ------------------------
</TABLE>
[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 450,749 shares owned by D.H. Blair.
[4] Includes all of the Company's current Directors, Executive Officers and
Nominees, and as appropriate, the 450,749 shares owned by D.H. Blair in
accordance with the voting agreement noted in [3].
12
<PAGE>
IMTECH
===============================================================================
- -------------------------------------------------------------------------------
ITEM 2. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
AUTHORIZE A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF
CLASS A COMMON STOCK, CLASS A WARRANTS AND/OR CLASS B WARRANTS
- -------------------------------------------------------------------------------
Approval of this proposal would permit the Board of Directors, in its
discretion, to amend the Company's Certificate of Incorporation and implement a
reverse stock split (the "Reverse Stock Split") of the Company's outstanding
shares of Class A Common Stock ("Common Stock") in any ratio between 1:2 and
1:10, which would reduce the number of outstanding shares of common stock (as
well as affecting the amount and exercise price of shares underlying warrants
and certain options) on a pro-rata basis, would affect all stockholders
proportionately and would, therefore, increase the amount of common stock
available for future issuance. The shares of common stock outstanding after the
proposed Reverse Stock Split would have the same rights and privileges as the
shares of Common Stock currently held.
Adoption of the Reverse Stock Split will reduce the presently issued
and outstanding shares of Common Stock from 5,579,552 to approximately 2,789,776
if in the ratio 1:2 and approximately 557,955 if in the ratio of 1:10 (as a
result of rounding, the actual number may be slightly higher). The number of
authorized shares of Common Stock shall remain at 100,000,000. The Company
believes that the decrease in the number of shares of Common Stock outstanding
as a consequence of the proposed Reverse Stock Split should increase the per
share price of the Common Stock. However, the increase in the per share price of
the Common Stock as a consequence of the proposed Reverse Stock Split may be
proportionately less than the decrease in the number of shares outstanding. In
addition, any increased liquidity due to any increased per share price could be
partially or entirely off-set by the reduced number of shares outstanding after
the proposed result in a per share price that adequately compensates for the
adverse impact of the market factors noted above. There can, however, be no
assurance that the favorable effects described above will occur, or that any
increase in per share price of the Common Stock resulting from the proposed
Reverse Stock Split will be maintained for any period of time. In addition,
there can be no assurance that a public market for the Company's securities will
continue.
No fractional shares will be issued. All fractional interests resulting
from the Reverse Stock Split will be increased to the next higher whole number
of shares. The Company believes that the approximate total number of beneficial
holders of the Common Stock of the Company is in excess of 3,200. After the
Reverse Stock Split the Company estimates that it will continue to have
approximately the same number of stockholders.
The number of issued shares after the Reverse Stock Split is
approximate. Except for changes in the number of shares owned resulting from the
Reverse Stock Split, the rights and privileges of holders of shares of Common
Stock will remain the same, both before and after the proposed Reverse Stock
Split.
There can be no assurance that the market price of the Common Stock
after the proposed Reverse Stock Split will be proportionately greater than the
market price before the proposed Reverse Stock Split, or that such price will
either exceed or remain in excess of the current market price.
The Board of Directors reserves the right in its sole discretion to
proceed with or to abandon the proposed Amendment and Reverse Stock Split
without further action by the stockholders at any time. However, in no event
will the Board of Directors exercise its authority to effect the Reverse Stock
Split, if such action would result in the Common Stock no longer being listed on
the NASDAQ quotation system.
FEDERAL INCOME TAX CONSEQUENCES
No opinion of counsel has been obtained concerning the following
information. Stockholders are advised to consult with their own tax advisors for
more detailed information relating to their individual federal state and local
tax circumstances.
13
<PAGE>
IMTECH
===============================================================================
- -------------------------------------------------------------------------------
ITEM 2. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
AUTHORIZE A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF
CLASS A COMMON STOCK, CLASS A WARRANTS AND/OR CLASS B WARRANTS
(CONTINUED)
- -------------------------------------------------------------------------------
FEDERAL INCOME TAX CONSEQUENCES (CONTINUED)
1. The proposed Reverse Stock Split will be a reorganization described in
section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended.
2. The Company will recognize no gain or loss as a result of the proposed
Reverse Stock Split.
3. Stockholders will recognize no gain or loss to the extent that
currently outstanding shares of Common Stock are exchanged for new
shares of Common Stock pursuant to the proposed Reverse Stock Split.
4. The tax basis of the new Common Stock received in exchange for Common
Stock pursuant to the proposed Reverse Stock Split will be the same as
the stockholders' basis in the stock exchanged. Therefore, the new
shares of Common Stock in the hands of a stockholder will have an
aggregate basis for computing gain or loss equal to the aggregate basis
of shares of Common Stock held by that immediately prior to the
proposed Reverse Stock Split.
Any reverse split would be implemented solely in the discretion of the
Board of Directors which reserves the right to implement the reverse split at
the time of its choosing and at any ratio from 1:2 to 1:10. If the application
of the ratio causes any stockholder to have a fractional share of stock, such
share will be rounded up to the next highest whole share.
The Company is currently listed on the NASDAQ Small Cap exchange;
however, there is no assurance that the Company will continue to meet the
maintenance standards for continued listing on the NASDAQ market. Under NASDAQ's
listing criteria, listed companies which have low stock prices with an average
bid price below $1.00 for a sustained period risk de-listing by NASDAQ. If the
Company is unable to satisfy the NASDAQ requirements for continued listing,
including, among other things, an adequately high trading price, trading of the
Common Stock may thereafter be conducted in the over-the-counter market in the
so-called "pink sheets" or NASDAQ's OTC Bulletin Board. Consequently, the
liquidity of the Company's Common Stock could be impaired through delays in the
timing of transactions.
The decrease in the number of shares of Common Stock outstanding
resulting from the Reverse Stock Split and the anticipated corresponding
increased price per share may stimulate interest in the Company's Common Stock,
promote greater liquidity for the Company's stockholders and result in a price
level for the post-split Common Stock that will help it to maintain its NASDAQ
listing. However, there is no assurance that the Reverse Stock Split will
achieve these results. In addition, the Reverse Stock Split might leave some
stockholders with one or more "odd-lots" of the Company's Common Stock (stock in
amounts of less than 100 shares). These shares may be more difficult to sell, or
require a greater commission per shares to sell, than shares in even multiples
of 100.
While approval of this proposal would NOT increase the authorized
capital of the Company, additional shares of common stock would be available to
the Company for issuance due to the decrease of currently outstanding Common
Stock caused by a Reverse Stock Split. Any additional shares of Common Stock
made available by this amendment could be issued at the direction of the
Company's Board of Directors from time to time for any proper corporate purpose,
including, without limitation, the acquisition of other businesses, the raising
of additional capital for use in its business, a split of, or dividend on, then
outstanding shares or in connection with any employee stock plan or program. Any
future issuances of authorized shares of Common Stock may be authorized by the
Board of Directors without further action by the stockholders.
14
<PAGE>
IMTECH
===============================================================================
- -------------------------------------------------------------------------------
ITEM 2. PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
AUTHORIZE A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF CLASS A
COMMON STOCK, CLASS A WARRANTS AND/OR CLASS B WARRANTS (CONTINUED)
- -------------------------------------------------------------------------------
Although the Company's Board of Directors will issue Common Stock only
when required or when the Board considers such issuance to be in the best
interests of the Company, the issuance of additional Common Stock may, among
other things, have a dilutive effect on earnings per share and on the equity and
voting rights of stockholders. Furthermore, since Delaware law requires the vote
of a majority of shares of each class of stock in order to approve certain
mergers and reorganizations, the additional authorized but unissued shares of
Common Stock available as a result of the Reverse Stock Split could permit the
Board to issue shares to persons supportive of management's position. Such
persons might then be in a position to vote to prevent a proposed business
combination which is deemed unacceptable to the Board, although perceived to be
desirable by some stockholders, including, potentially, a majority of
stockholders. This could provide management with a means to block any majority
vote which might be necessary to effect a business combination in accordance
with applicable law. Additionally, the presence of such additional authorized
but unissued shares of Common Stock could discourage unsolicited business
combination transactions which might otherwise be desirable to stockholders. The
Board of Directors is not currently aware of any contemplated hostile or
friendly takeover attempt or business combination proposal.
Except for (i) shares of Common Stock reserved for issuance pursuant to
stock option plans and other agreements, (ii) shares of Common Stock reserved
for issuance upon exercise of outstanding warrants and (iii) shares of Common
Stock reserved for issuance upon exercise of options, the Company's Board of
Directors has no current plans to issue additional shares of Common stock.
However, the Board believes that the benefits of providing it with the
flexibility to issue shares without delay for any proper business purpose,
including as an alternative to an unsolicited business combination opposed by
the Board, outweigh the possible disadvantages of dilution and discouraging
unsolicited business combination proposals, and that it is prudent and in the
best interests of stockholders to provide the advantage of greater flexibility
which will result from this amendment as well as permitting the proposed
offering to proceed.
The affirmative vote of a majority of the shares present and entitled
to vote at the Meeting are required for approval of the amendment to the
Certificate of Incorporation. Abstentions will be treated as "NO" votes and
Broker Non-Votes will be disregarded.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO AUTHORIZE, AT
THE DISCRETION OF THE BOARD OF DIRECTORS, A REVERSE STOCK SPLIT OF THE
OUTSTANDING SHARES
OF CLASS A COMMON STOCK, CLASS A WARRANTS AND/OR CLASS B WARRANTS
15
<PAGE>
IMTECH
===============================================================================
- -------------------------------------------------------------------------------
ITEM 3. RATIFICATION OF THE COMPANY'S PROPOSED 1997 INCENTIVE
STOCK OPTION PLAN
- -------------------------------------------------------------------------------
The Board of Directors of IMTECH has proposed the inception of a 1997
Incentive Stock Option ("ISO-97") 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 ISO-97 Plan. The term of the proposed ISO-97 Plan will be for
a period of ten (10) years from the date of inception.
The proposed ISO-97 Plan will provide 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 proposed 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 proposed ISO-97 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 ISO-97 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 ISO-97 Plan will be in the Company's best interest, since it will
culminate with the expiration of the existing 1987 Incentive Stock Option Plan.
The Board also believes that the proposed ISO-97 Plan will help enable the
Company to attract new key employees and maintain existing key employees.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR"
RATIFICATION OF THE PROPOSED 1997 INCENTIVE STOCK OPTION PLAN
- -------------------------------------------------------------------------------
ITEM 4. 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 years ended
March 31, 1997 and 1998. 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
16
<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 1998 Annual
Meeting of the Company's Stockholders (the `98 Meeting") must be received by the
Company no later than July 1, 1998, if any such proposal is to be eligible for
inclusion in the Company's proxy materials for its `98 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.
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
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
APRIL 2, 1998
17
<PAGE>
INFORMATION MANAGEMENT TECHNOLOGIES CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR THE ANNUAL MEETINGS OF SHAREHOLDERS, MAY 20, 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 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 May 20, 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 the card. If no directions
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>
<S> <C>
- --------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
- --------------------------------------------------------------------------------------------------------------
1. ELECTION OF FOUR (4) DIRECTORS. / / FOR all nominees listed below (except as marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all nominees listed below.
Matti Kon, Joseph A. Gitto, 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. Authorization of a reverse stock split if
deemed advisable by the board of directors. / / / / / /
3. Ratification of companys 1997 Incentive Stock Option Plan. / / / / / /
4. Ratification of Independent Accountants / / / / / /
- --------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C>
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, 3, and 4.
Dated ___________________________________________, 1998
_______________________________________________________
Signature
_______________________________________________________
Signature, if held jointly
IMPORTANT: Please date this proxy and sign exactly as
your name or names 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>
