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 MARCH 20, 2000
================================================================================
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 13
NON-QUALIFIED STOCK OPTION PLAN
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>
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 MARCH 20, 2000
================================================================================
- --------------------------------------------------------------------------------
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 THURSDAY, MARCH 20, 2000 (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 Mahoney Cohen & Co., CPA, PC, as the independent public
accountants for the Company's current fiscal year.
3. 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 FEBRUARY 4, 2000, 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 28, 1999 ------------------------
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
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MARCH 20, 2000
================================================================================
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 THURSDAY,
MARCH 20, 2000, 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 FEBRUARY 4, 2000. The Company's 1999 Annual Report to
its stockholders on Form 10-K, filed with the Securities and Exchange Commission
on June 29, 1999, 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 FEBRUARY 4, 2000, 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 20,
1999, there were 18,183,000 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 37 Chairman, Chief Executive Officer, Director 1996
- ----------------------- ------------ ---------------------------------------------- -------
Joseph A. Gitto, Jr. 36 President, Chief Financial Officer, Director 1995
- ----------------------- ------------ ---------------------------------------------- -------
Dale L. Hirschman 41 Director 1998
- ----------------------- ------------ ---------------------------------------------- -------
Kenneth J. Buettner 46 Director 1998
- ----------------------- ------------ ---------------------------------------------- -------
</TABLE>
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.
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, 1999, there were a total of
seven (7) 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 four (4) 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 the controller of the Company; and the
remaining member is independent of the Company and is the Chairman of the
Accounting Department of a nationally recognized college
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, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------
NAME YEAR ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------ -------------------------
AND ENDED RESTRICTED OPTIONS ALL
PRINCIPAL POSITION MARCH SALARY BONUS STOCK AND/OR OTHER
AWARDS SARS COMPENSATION
======================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Matti Kon [1] 1999 $240,375 -- -- -- --
Chief Executive Officer 1998 200,000 -- -- 500,000 --
1997 57,700* -- -- 500,000 --
- ------------------------------------------------------------------------------------------------------
Joseph A. Gitto, Jr. [2] 1999 $200,000 $ -- -- -- --
President and Chief Financial 1998 170,800 -- -- -- --
Officer 1997 127,500 15,000 -- 350,000 --
- ------------------------------------------------------------------------------------------------------
<FN>
* 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.
</FN>
</TABLE>
5
<PAGE>
IMTECH
================================================================================
- --------------------------------------------------------------------------------
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
(CONTINUED)
- --------------------------------------------------------------------------------
STOCK OPTION GRANTS
- -------------------
No grants of stock options were made to the Company's executive
officers and directors during the fiscal year ended March 31, 1999.
REMUNERATION OF DIRECTORS
- -------------------------
The Company's independent directors were each paid $7,000 for the
fiscal year ended March 31, 1999.
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, 1999, 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
- --------------------------------------------------------------------------------
SHARES NUMBER VALUE OF
ACQUIRED VALUE OF SHARES UNEXERCISED
ON REALIZED UNDERLYING IN-THE-MONEY
EXERCISE [1] UNEXERCISED OPTIONS
OPTIONS [2]
-----------------------------------------
EXER- UNEXER- EXER- UNEXER-
CISABLE CISABLE CISABLE CISABLE
================================================================================
<S> <C> <C> <C> <C> <C> <C>
Matti Kon -- -- 1,000,000 -- -- --
- --------------------------------------------------------------------------------
Joseph A. Gitto -- -- 675,625 -- -- --
- --------------------------------------------------------------------------------
<FN>
[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, 1999, and the exercise
price of the options.
</FN>
</TABLE>
6
<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, 1999, options to acquire a total of 2,691,271 shares of Class A Common
Stock were outstanding or approved for grant under the NQSO Plan, at exercise
prices ranging from $.74 to $2.50 per share. No options may be granted under the
NQSO Plan after August 19, 1998.
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, 1999, options to purchase 2,810,625 shares of
IMTECH's Class A common stock were outstanding and approved for grant under the
ISO Plan at exercise prices ranging from $0.83 to $6.75 per share.
7
<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 29, 1999 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, 1999.
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
IMTECH is party to a consulting agreement with Blitz Systems, Inc.
("Blitz"), a company owned 100% by Matti Kon, the Chief Executive Office of the
Company, which expires in October 1999. Blitz is a computer systems consulting
firm specializing in developing total business solutions for business management
systems. Blitz's responsibilities under the contract are to reengineer,
reorganize and run the day-to-day operations of Skilltech's data processing
department and provide custom programming (WOTS) etc.) and support for these
programs at a cost of $59,000 per month. More specifically, Blitz provides
extensive technical support for many of the organization's clients on-site and
is responsible for analyzing, designing and developing customized database
systems as required by management. Fees paid to Blitz under the contract, which
include costs for systems hardware and software, for the years ended March 31,
1999, amounted to approximately $850,000.
In December 1996, IMTECH provides Blitz with a loan in the amount of
$250,000. The loan was evidenced by an unsecured promissory note payable in
forty-eight (48) equal monthly installments of $6,162 including interest at
8.5%, through March 2001.
During the fiscal year ended March 31, 1999, the Company performed
printing services for Blitz which amounted to revenues of approximately $25,000.
8
<PAGE>
IMTECH
================================================================================
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
- --------------------------------------------------------------------------------
Prior to the acquisition of RDS by IMTECH, the two companies were party
to a service agreement whereby RDS provided mailing list database management,
fulfillment, mailing and related services to IMTECH under a contract which cost
IMTECH a monthly minimum of $22,500. Total fees under the agreement charged to
operations for the year ended March 31, 1999 amounted to $157,500.
In conjunction with the closing of the RDS acquisition in November 1998
and in accordance with the terms of the related RDS Stock Purchase Agreement,
the outstanding balances of the Blitz note receivable, the unpaid accounts
receivable from the printing services provided to Blitz and the unpaid fees
owing to RDS by IMTECH, pre-acquisition, were netted and eliminated as agreed
upon by IMTECH and Mr. Matti Kon, the former principal owner of RDS. Any
subsequent inter-company transactions between IMTECH and its wholly- owned
subsidiary, RDS, have been eliminated.
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.
9
<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, 1999, the Reporting Persons complied with Section
16(a) filing requirements applicable to them.
10
<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, 1999, 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>
----------------------------------- ---------------- --------------
NAME OF BENEFICIAL BENEFICIALLY PERCENT OF
OWNER OWNED SHARES CLASS
[1] OWNED
[1], [2]
----------------------------------- ================ --------------
<S> <C> <C>
Matti Kon 1,541,917[3] 10%
----------------------------------- ------------- --------------
Robert Sachs 6,403,322 7%
----------------------------------- ------------- --------------
The Balog Group 60,000,000 70%
----------------------------------- ------------- --------------
Joseph A. Gitto 675,625 1%
----------------------------------- ------------- --------------
Dale Hirschman 100,000 -
----------------------------------- ------------- --------------
Kenneth Buettner 100,000 -
----------------------------------- ------------- --------------
Directors and Executive [4] 2,284,208 2%
Officers as a group
----------------------------------- ------------- --------------
<FN>
[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
debenture which have not been converted to date and 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 541,917 shares owned by D.H. Blair.
[4] Includes all of the Company's current Directors, Executive Officers and
Nominees, and as appropriate, the 541,917 shares owned by D.H. Blair in
accordance with the voting agreement noted in [3].
</FN>
</TABLE>
11
<PAGE>
IMTECH
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- --------------------------------------------------------------------------------
ITEM 2. 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, 2000. 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
12
<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 2000 Annual
Meeting of the Company's Stockholders ("the `2000 Meeting") must be received by
the Company no later than December 31, 1999, if any such proposal is to be
eligible for inclusion in the Company's proxy materials for its `2000 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
- --------------------------- ------- ------- ------- ------- ------- -------
Information Management
<S> <C> <C> <C> <C> <C> <C>
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 of this Proxy Statement.
13
<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, 1999
14
